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EXHIBIT 99.1
TERMINATION AGREEMENT
THIS
AGREEMENT, dated this 5th day of January, 2005, between ONEOK,
Inc.,
an Oklahoma corporation, or any division or
subsidiary thereof, having its
principal office in Tulsa, Oklahoma (the
"Corporation"), and ___________(the
"Executive").
W I T N E
S S E T H:
WHEREAS,
the Executive, as an employee of the Corporation, has rendered
valuable service to the Corporation, and
the Corporation wishes to retain the
Executive's services, assuring both itself
and the Executive of the continuity
of management in the event of any actual or
threatened Change in Control of the
Corporation; and
NOW,
THEREFORE, it is hereby agreed by and between the parties as
follows:
1. Term of
Agreement. This Agreement shall commence as of January 5, 2005
and shall continue in effect until January
1, 2007 (the "Term"); provided,
however, that on January 1, 2007 and on
each January 1 thereafter, the Term
shall automatically be extended and renewed
for one (1) year unless either the
Executive or the Corporation shall have
given written notice to the other of its
election not to renew this Agreement at
least ninety (90) days prior thereto
that the Term shall not be so extended;
provided, further, however, that
following the occurrence of a Change in
Control, the Term shall not expire
before the expiration of three (3) years
after such occurrence.
2.
Termination Payments. In the event of a Termination (as
hereinafter
defined) during the Term and within three
(3) years after a Change in Control,
the Executive shall:
a. Be paid
a lump sum termination payment by the Corporation in an amount
equivalent to [TWO (2)] [THREE (3)] times
the Executive's Annual Compensation,
and
b. Be paid
a lump sum payment by the Corporation equal to the Executive's
short-term incentive compensation "target
percentage" under the Corporation's
incentive compensation plan times the
Annual Base Salary, prorated for the
length of employment during the current
performance period, and
c. Be paid
by, or receive from the Corporation the employee benefits
(including, but not limited to, car
allowances and coverage under any medical or
insurance arrangements or programs) to
which the Executive would have been
entitled under all employee welfare plans,
programs, or arrangements maintained
by the Corporation if the Executive had
remained in the employ of the
Corporation for the [TWO (2)] [THREE
(3)]-year period following Termination.
Such employee benefits shall be provided
under plans sponsored by the
Corporation on the Occurrence Date or the
Termination Date, whichever produces
the higher benefits, but if such benefits
are not available under Corporation
sponsored plans in effect during each of
the [TWO (2)] [THREE (3)] years, the
Corporation shall provide such benefits to
the Executive under plans
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covering the Executive individually, or
otherwise provide or pay such benefits
to the Executive.
d. The
lump sum payments described above shall be calculated and paid
not
later than thirty (30) calendar days after
the Termination Date. Any payment not
made within the thirty (30) days shall
thereafter bear interest at two percent
(2%) over the "prime rate" as published in
The Wall Street Journal from time to
time, which is the base rate on corporate
loans posted by at least seventy-five
percent (75%) of the nation's thirty (30)
largest banks.
3.
Non-Disclosure. The Executive agrees that the Executive shall
not,
during the [TWO (2)] [THREE (3)] years
after the date of any such Termination,
directly or indirectly, divulge, disclose,
or communicate to any other person
any trade secrets that the Corporation may
use in its business operations.
4.
Definitions. For purposes of this Agreement, the following terms
shall
have the meaning specified.
"Change in
Control"
a. means
the occurrence of any of the following during the term of this
Agreement:
(1) An
acquisition (other than directly from the Corporation) of any
voting
securities of the Corporation (the "Voting Securities") by any
"Person"
(as the term person is used for purposes of Section 13(d) or
14(d) of
the Exchange Act), immediately after which such Person has
"Beneficial Ownership" (within the meaning of Rule 13d-3
promulgated under
the
Exchange Act) of twenty percent (20%) or more of the then
outstanding
Shares or
the combined voting power of the Corporation's then outstanding
Voting
Securities; provided, however, in determining whether a Change
in
Control
has occurred pursuant to this Section 4(a), Shares or Voting
Securities
which are acquired in a "Non-Control Acquisition" (as
hereinafter defined) shall
not constitute an acquisition which would cause
a Change
in Control. A "Non-Control Acquisition" shall mean an
acquisition
by (i) an
employee benefit plan (or a trust forming a part thereof)
maintained
by (A) the Corporation or (B) any corporation or other Person
of which a
majority of its voting power or its voting equity securities or
equity
interest is owned or controlled, directly or indirectly, by the
Corporation (for purposes of this definition, a "Related Entity"),
(ii)
the
Corporation or any Related Entity, or (iii) any Person in
connection
with a
"Non-Control Transaction" (as hereinafter defined);
(2) The individuals who, as of JANUARY 1, 2005, are members of
the
Board of
Directors (the "Incumbent Board"), cease for any reason to
constitute
at least a majority of the members of the Board of Directors;
or,
following a Merger which results in a Parent Corporation, the board
of
directors
of the ultimate Parent Corporation; provided, however, that if
the
election, or nomination for election by the Corporation's
common
stockholders, of any new director was approved by a vote of at
least
two-thirds
of the Incumbent Board, such new director shall, for purposes
of this
Agreement, be considered as a member of the Incumbent Board;
provided
further, however, that no individual shall be considered a
member
of the
Incumbent Board if such individual initially assumed office as
a
result of
either an actual or threatened "Election Contest" (as described
in
Rule
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14a-11
promulgated under the Exchange Act) or other actual or
threatened
solicitation of proxies or consents by or on behalf of a Person
other than
the Board
of Directors (a "Proxy Contest"), including by reason of any
agreement
intended to avoid or settle any Election Contest or Proxy
Contest;
or
(3) The consummation of:
(i) A merger, consolidation or reorganization with or into the
Corporation or in which securities of the Corporation are issued
(a
"Merger"), unless such Merger is a "Non-Control Transaction." A
"Non-Control Transaction" shall mean a Merger where:
(A) the stockholders of the Corporation, immediately before
such Merger, own directly or indirectly immediately following
such Merger at least fifty percent (50%) of the combined voting
power of the outstanding voting securities of (x) the
corporation
resulting from such Merger (the "Surviving Corporation") if
fifty
percent (50%) or more of the combined voting power of the then
outstanding voting securities of the Surviving Corporation is
not
Beneficially Owned, directly or indirectly by another Person (a
"Parent Corporation"), or (y) if there is one or more Parent
Corporations, the ultimate Parent Corporation;
(B) the individuals who were members of the Incumbent Board
immediately prior to the execution of the agreement providing
for
such Merger constitute at least a majority of the members of
the
board of directors of (x) the Surviving Corporation, if there
is
no Parent Corporation, or (y) if there is one or more Parent
Corporations, the ultimate Parent Corporation; and
(C) no Person other than (1) the Corporation, (2) any Related
Entity, (3) any employee benefit plan (or any trust forming a
part thereof) that, immediately prior to such Merger was
maintained by the Corporation or any Related Entity, or (4) any
Person who, immediately prior to such Merger had Beneficial
Ownership of thirty percent (30%) or more of the then
outstanding
Voting Securities or Shares, has Beneficial Ownership of thirty
percent (30%) or more of the combined voting power of the
outstanding voting securities or common stock of (x) the
Surviving Corporation if there is no Parent Corporation, or (y)
if there is one or more Parent Corporations, the ultimate
Parent
Corporation.
(ii) A complete liquidation or dissolution of the Corporation;
or
(iii) The sale or other disposition of all or substantially all
of the assets of the Corporation to any Person (other than a
transfer to a Related Entity or under conditions that would
constitute a Non-Control Transaction with the disposition of
assets
being regarded as a Merger for this purpose or the distribution
to
the Corporation's stockholders of the stock of a Related Entity
or
any other assets).
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b.
Notwithstanding the foregoing, Change in Control shall not be
deemed to
occur,
(1) solely because any Person (the "Subject Person") acquired
Beneficial
Ownership of more than the permitted amount of the then
outstanding Shares or Voting Securities if:
(i) such acquisition occurs as a result of the acquisition of
Shares
or Voting Securities by the Corporation which, by reducing the
number
of Shares or Voting Securities then outstanding, increases the
proportional number of shares Beneficially Owned by the Subject
Person,
provided that if a Change in Control would occur (but for the
operation
of this subparagraph) as a result of the acquisition of Shares
or
Voting Securities by the Corporation, and after such share
acquisition
by the Corporation, the Subject Person becomes the Beneficial Owner
of
any additional Shares or Voting Securities which increases the
percentage of the then outstanding Shares or Voting Securities
Beneficially Owned by the Subject Person, then a Change in
Control
shall occur, or
(ii) (A) within five business days after a Change in Control
would
have occurred (but for the operation of this subparagraph), or if
the
Subject Person acquired Beneficial Ownership of twenty percent
(20%) or
more of the then outstanding Shares or the combined voting power of
the
Corporation's then outstanding Voting Securities inadvertently,
then
after the Subject Person discovers or is notified by the
Corporation
that such acquisition would have triggered a Change in Control (but
for
the operation of this subparagraph), the Subject Person notifies
the
Board of Directors that it did so inadvertently, and (B) within
two
business days after such notification, the Subject Person
divests
itself of a sufficient number of Shares or Voting Securities so
that
the Subject Person is the Beneficial Owner of less than twenty
percent
(20%) of the then outstanding Shares or the combined voting power
of
the Corporation's then outstanding Voting Securities.
(2) if (i) the Shareholder Group (as defined in the Shareholder
