00093171 - 1 } 2 under the Performance Period at the time of such event divided by the total number of months in the Performance Period. Upon the effective date of a Change in Control (as defined in the Plan), the Performance Period will expire and...
{00093171 - 1 } 1
PERFORMANCE UNIT AWARD AGREEMENT
This Performance Unit Award Agreement (the “Agreement”) is entered into as of the
21st day of February, 2018, by and between ONEOK, Inc. (the “Company”) and
«Employee_Name» (the “Grantee”), an employee of the Company or Subsidiary thereof,
pursuant to the terms of the ONEOK, Inc. Equity Compensation Plan (the “Plan”).
1. Performance Unit Award. This Performance Unit Award Agreement and the Notice
of Performance Unit Award and Agreement dated February 21, 2018, a copy of which is
attached hereto and incorporated herein by reference, establishes the terms and conditions for
the Company’s grant of an award of «No of_Perf_Units» Performance Units (the “Award”) to
the Grantee pursuant to the Plan. This Agreement, when executed by the Grantee, constitutes an
agreement between the Company and the Grantee. Capitalized terms not defined in this
Agreement shall have the meaning ascribed to them in the Plan.
2. Performance Period; Vesting. The Performance Units granted pursuant to the
Award will vest in accordance with the following terms and conditions:
(a) Grantee’s rights with respect to the Performance Units shall be restricted
during the period beginning February 21, 2018, (the “Grant Date”), and ending on February 21,
2021, (the “Performance Period”).
(b) Except as otherwise provided in this Agreement, the Grantee shall vest in
a percentage of the number of Performance Units granted by this Award (including any
Dividend Equivalents, as described below) at the end of the Performance Period, as provided
for in Exhibit A and Exhibit B attached hereto, based upon the Company’s ranking for Total
Stockholder Return against the ONEOK Peer Group listed in Exhibit C attached hereto, all as
determined by the Committee in its sole discretion. Upon vesting, the Grantee shall be entitled
to receive one (1) share of the Company’s common stock (“Common Stock”) for each such
Performance Unit. No fractional shares shall be issued, and any amount attributable to a
fractional share shall instead be paid to the Grantee in cash.
(c) If the Grantee’s employment with the Company terminates prior to the
end of the Performance Period other than by reason of Retirement, Total Disability, death or
Change in Control, the Grantee shall forfeit all right, title and interest in the Performance Units
and any Common Stock otherwise payable pursuant to this Agreement. For purposes of this
Agreement, employment with any Subsidiary of the Company shall be treated as employment
with the Company. Likewise, a termination of employment shall not be deemed to occur by
reason of a transfer of employment between the Company and any Subsidiary.
(d) If the Grantee’s employment with the Company is terminated during the
Performance Period by reason of (i) Retirement, (ii) Total Disability or (iii) death, then the
Grantee shall be partially vested in, and the Grantee shall be entitled to receive, a prorated
amount of Performance Units. The prorated amount is determined by multiplying the original
Award times the percentage certified by the Committee at the end of the Performance Period,
which is then multiplied by a fraction consisting of the number of full months that have elapsed
Exhibit 10.18
{00093171 - 1 } 2
under the Performance Period at the time of such event divided by the total number of months
in the Performance Period. Upon the effective date of a Change in Control (as defined in the
Plan), the Performance Period will expire and the Performance Units will vest immediately at a
percentage reflecting the Company’s performance in terms of Total Stockholder Return relative
to the ONEOK Peer Group from the beginning of the Performance Period through the effective
date of such Change in Control.
(e) For purposes of the Award and this Agreement, “Retirement” shall mean a
voluntary termination of employment if the Grantee has both completed five (5) years of service
with the Company and attained age fifty (50); and “voluntary termination” shall mean that the
Grantee had an opportunity to continue employment with the Company, but did not do so.
“Total Disability” shall mean that the Grantee is permanently and totally disabled and unable to
engage in any substantial gainful activity by reason of a medically determinable physical or
mental impairment which can be expected to result in death or which has lasted or can be
expected to last for a continuous period of not less than twelve (12) months, and has established
such disability to the extent and in the manner and form as may be required by the Committee.
3. Dividend Equivalents. During the Performance Period, the Award will be
increased by a number of additional Performance Units (“Dividend Equivalents”) representing
all cash dividends that would have been paid to Grantee if one share of Common Stock had
been issued to the Grantee on the Grant Date for each Performance Unit granted pursuant to this
Agreement. The Dividend Equivalents credited during the Performance Period will include
fractional shares; provided, however, the shares of Common Stock actually issued upon vesting
of the Dividend Equivalents shall be paid only in whole shares of Common Stock, and any
fractional shares of Common Stock shall be paid in an amount of cash equal to the Fair Market
Value of such fractional shares of Common Stock. Except as provided above, Dividend
Equivalents shall be subject to the same vesting provisions and other terms and conditions of
this Agreement, and shall be paid on the same date, as the Performance Units to which they are
attributable. Moreover, references in this Agreement to Performance Units shall be deemed to
include any Performance Units attributable to Dividend Equivalents.
4. Non-Transferability of Performance Units.
(a) Except as provided below, the Performance Units may not be sold,
assigned, transferred, pledged, encumbered or otherwise disposed of by Grantee or any other
person until the end of the Performance Period. Any such attempt shall be wholly ineffective
and will result in immediate forfeiture of all such amounts.
(b) Notwithstanding the foregoing, the Grantee may transfer any part or all
rights in and to the Performance Units to members of the Grantee’s immediate family, to one or
more trusts for the benefit of such immediate family members or to partnerships in which such
immediate family members are the only partners, in each case only if the Grantee does not
receive any consideration for the transfer. In the event of any such transfer, the Performance
Units shall remain subject to the terms and conditions of this Agreement. For any such transfer
to be effective, the Grantee must provide prior written notice thereof to the Committee, unless
otherwise authorized and approved by the Committee in its sole discretion; and the Grantee
shall furnish to the Committee such information as it may request with respect to the transferee
{00093171 - 1 } 3
and the terms and conditions of any such transfer. For purposes of this Agreement, “immediate
family” shall mean the Grantee’s spouse, children and grandchildren.
(c) The Grantee also may designate a Beneficiary, using the form attached
hereto as Exhibit D or such other form as may be approved by the Committee, to receive any
rights of the Grantee which may become vested in the event of the death of the Grantee under
procedures and in the form established by the Committee. In the absence of such designation of
a Beneficiary, any such rights shall be deemed to be transferred to the estate of the Grantee.
5. Distribution of Common Stock. Unless a timely deferral election (if available) is
made in accordance with Section 6 below, and subject to any payment restrictions under Code
Section 409A or other applicable law, the Common Stock or cash the Grantee becomes entitled
to receive upon vesting of the Performance Units shall be distributed to the Grantee no later
than 75 days after the earlier of (i) the last day of the Performance Period; or (ii) the effective
date of a Change in Control. Except as provided in Section 6 below, the Grantee shall not be
permitted, directly or indirectly, to designate the form of payment or the taxable year in which it
is to be made.
6. Deferral Feature for Officers.
(a) If the Grantee is an officer of the Company, the Grantee may irrevocably
elect to defer the time of payment of Performance Units, Common Stock and cash that the
Grantee becomes entitled to receive under this Agreement (the “Deferred Amount”) by filing
with the Committee, on or before the Election Date (as defined below), a signed written
irrevocable election (the “Election”), which shall be in the form attached hereto as Exhibit E or
as otherwise approved by the Committee.
(b) Any such Election must be filed with the Committee on or prior to the
last business day that is at least six (6) months before the end of the Performance Period (the
“Election Deadline”) and shall become effective as of such date provided that the Grantee
performs services for the Company continuously from the beginning of the Performance Period
through the Election Deadline. Notwithstanding the foregoing, in no event shall the Grantee’s
Election become effective with respect to any portion of the Deferred Amount that has become
readily ascertainable within the meaning of Code Section 409A and is substantially certain to be
paid to the Grantee as of the Election Deadline. For this purpose, performance-based
compensation during the Performance Period is to be bifurcated between the portion, if any, that
is readily ascertainable and the amount that is not readily ascertainable, and any amount that is
both calculable and substantially certain to be paid shall be treated as readily ascertainable.
No subsequent election to delay or modify the time or form of payment shall be permitted
unless agreed upon in writing by the Company and Grantee, and in a manner that complies with
Code Section 409A.
(c) Subject to Section 15, an Election may provide for payment at a
Specified Time, which shall be either (i) the later of (A) the date of the Grantee's separation
from service with the Company, or (B) a specified calendar date; or (ii) the date of the Grantee's
separation from service with the Company. An Election also may provide for a specified form
of payment, which shall be either (i) a single lump sum payment; or (ii) a payment in two, three,
{00093171 - 1 } 4
four or five equal annual installments commencing at the Specified Time, as elected by the
Grantee, and continuing until fully distributed.
(d) The provisions of this Agreement providing for the deferral of payment
of Performance Units, Common Stock or cash shall be applicable solely to this Award and shall
not apply to any other compensation payable to Grantee under the Plan or otherwise. The right
to make a deferral election under this Section 6 is expressly limited to officers of the Company
or any subset thereof as determined by the Committee from time to time.
7. Administration of Award. The Award shall be subject to such other rules as the
Committee, in its sole discretion, may determine to be appropriate with respect to
administration thereof. This Agreement shall be subject to discretionary interpretation and
construction by the Committee. Day-to-day authority and responsibility for administration of
the Plan, the Award and this Agreement have been delegated to the Company’s Benefit Plan
Administration Committee and its authorized representatives, and all actions taken thereby shall
be entitled to the same deference as if taken by the Committee itself. The Grantee shall take all
actions and execute and deliver all documents as may from time to time be requested by the
Committee.
8. Tax Liability and Withholding. The Grantee agrees to pay to the Company any
applicable federal, state or local income, employment, social security, Medicare or other
withholding tax obligation arising in connection with the Award to the Grantee, which the
Company shall determine; and the Company shall have the right, without the Grantee’s prior
approval or direction, to satisfy such withholding tax by withholding all or any part of the
shares of Common Stock or cash that would otherwise be paid to the Grantee, with any shares
of Common Stock so withheld to be valued at the Fair Market Value on the date of such
withholding. The Grantee, with the consent of the Company, may satisfy such withholding tax
by transferring cash or Common Stock to the Company, with any shares so transferred to be
valued at the Fair Market Value on the date of such delivery. Income tax withholding shall
occur on the date of actual distribution. Notwithstanding the foregoing, the ultimate liability for
Grantee’s share of all tax withholding is the Grantee’s responsibility, and the Company makes
no tax-related representations in connection with the grant or vesting of Performance Units or
the distribution of Common Stock or cash to the Grantee.
9. Adjustment Provisions. If, prior to the expiration of the Performance Period, any
change is made to the outstanding Common Stock or in the capitalization of the Company, the
Performance Units granted pursuant to this Award shall be equitably adjusted or terminated to
the extent and in the manner provided under the terms of the Plan.
10. Clawbacks, Xxxxxxx Xxxxxxx and Other Company Policies. The Grantee
acknowledges and agrees that this Award is subject to all applicable clawback or recoupment,
xxxxxxx xxxxxxx, share ownership and retention and other policies that the Company’s Board of
Directors may adopt from time to time. Notwithstanding anything in the Plan or this
Agreement to the contrary, all or a portion of the Award made to the Grantee under this
Agreement is subject to being called for repayment to the Company or reduced in any situation
where the Board of Directors or a Committee thereof determines that fraud, negligence, or
intentional misconduct by the Grantee was a contributing factor to the Company having to
{00093171 - 1 } 5
restate all or a portion of its financial statement(s). Moreover, any Performance Units awarded
under the Plan in this or any prior year to any Participant who is a current or former “executive
officer” (as defined in Securities and Exchange Commission Rule 16a-1(f) under the Securities
Exchange Act of 1934, as amended) is subject to any clawback policy adopted or amended by
the Company from time to time (including, but not limited to, any clawback policy adopted to
comply with Section 954 of the Xxxx-Xxxxx Act or guidance issued thereunder by any
governmental agency or national securities exchange), regardless of whether such clawback
policy is adopted or amended before or after the date on which such Performance Units are
granted, determined or paid. A Participant’s acceptance of any Award under the Plan in any
year shall constitute full and adequate consideration for the Company’s right to recover
amounts paid to such Participant under the Plan in any prior year. The Committee may
determine whether the Company shall effect any such repayment or reduction: (i) by seeking
repayment from the Grantee, (ii) by reducing (subject to applicable law and the terms and
conditions of the Plan or any other applicable plan, program, policy or arrangement) the amount
that would otherwise be awarded or payable to the Grantee under the Award, the Plan or any
other compensatory plan, program, or arrangement maintained by the Company, (iii) by
withholding payment of future increases in compensation (including the payment of any
discretionary bonus amount) or grants of compensatory awards that would otherwise have been
made in accordance with the Company's otherwise applicable compensation practices, or (iv)
by any combination of the foregoing. The determination regarding the Grantee’s conduct, and
repayment or reduction under this provision shall be within the sole discretion of the Committee
and shall be final and binding on the Grantee and the Company. The Grantee, in consideration
of the grant of the Award, and by the Grantee’s execution of this Agreement, acknowledges the
Grantee's understanding of this provision and hereby agrees to make and allow an immediate
and complete repayment or reduction in accordance with this provision in the event of a call for
repayment or other action by the Company or Committee to effect its terms with respect to the
Grantee, the Award and/or any other compensation described in this Agreement.
11. Stock Reserved. The Company shall at all times during the term of the Award
reserve and keep available such number of shares of its Common Stock as will be sufficient to
satisfy the Award issued and granted to Grantee and the requirements thereof as evidenced by
this Agreement. It is intended by the Company that the Plan and the shares of Common Stock
covered by the Award are to be registered under the Securities Act of 1933, as amended, prior
to the grant date; provided, that in the event such registration is for any reason not made
effective for such shares, the Grantee agrees that all shares acquired pursuant to the grant will
be acquired for investment and will not be available for sale or tender to any third party.
12. No Rights as Shareholder. The issuance and transfer of Common Stock shall be
subject to compliance by the Company and the Grantee with all applicable laws, rules,
regulations and approvals. No shares of Common Stock shall be issued or transferred unless
and until any then-applicable legal requirements have been fully met or obtained to the
satisfaction of the Company and its counsel. Except as otherwise provided in this Agreement,
the Grantee shall have no rights as a shareholder of the Company in respect of the Performance
Units or Common Stock for which the Award is granted. The Grantee shall not be considered a
record owner of shares of Common Stock with respect to the Performance Units until the
Performance Units are fully vested and Common Stock is actually distributed to the Grantee.
{00093171 - 1 } 6
13. Continued Employment; Employment at Will. In consideration of the
Company’s granting the Award as incentive compensation to Grantee pursuant to this
Agreement, the Grantee agrees to all of the terms of this Agreement and to continue to perform
services for the Company in a satisfactory manner as directed by the Company. Provided,
however, no provision in this Agreement shall confer any right to the Grantee’s continued
employment, limit the right of the Company to terminate the Grantee’s employment at any time
or create any contractual right to receive any future awards under the Plan. Moreover, unless
specifically provided under the terms thereof, the value of the Award will not be included as
compensation or earnings when calculating the Grantee’s benefits under any employee benefit
plan sponsored by the Company.
14. Code Section 409A. This Award and Agreement are intended to comply with
Code Section 409A or an exemption therefrom and shall be construed and interpreted in a
manner that is consistent with the requirements for avoiding additional taxes or penalties under
Code Section 409A. Notwithstanding any other provision of the Agreement, any distributions
or payments due hereunder that are subject to Code Section 409A may only be made upon an
event and in a manner permitted by Code Section 409A. “Termination of employment” or
words of similar import used in this Agreement shall mean, with respect to any payments of
deferred compensation subject to Code Section 409A, a “separation from service” as defined in
Code Section 409A. Each payment of compensation under this Agreement, including
installment payments, shall be treated as a separate payment of compensation for purposes of
applying Code Section 409A. Except as provided in Section 6 of this Agreement or as
otherwise permitted under Code Section 409A, Grantee may not, directly or indirectly,
designate the calendar year of settlement, distribution or payment. To the extent that an Award
is or becomes subject to Code Section 409A and Grantee is a Specified Employee (within the
meaning of Code Section 409A) who becomes entitled to a distribution on account of a
separation from service, no payment shall be made before the date which is six (6) months after
the date of the Grantee's separation from service or, if earlier, the date of Grantee’s death (the
“Delayed Payment Date”), and the accumulated amounts shall be distributed or paid in a lump
sum payment on the Delayed Payment Date. Notwithstanding the foregoing, the Company
makes no representations that the payments and benefits provided under this Agreement comply
with Code Section 409A and shall not be liable for all or any taxes, penalties, interest or other
expenses that may be incurred by the Grantee on account of non-compliance with Code Section
409A.
15. Entire Agreement; Severability; Conflicts. This Agreement contains the entire
terms of the Award, and may not be changed other than by a written instrument executed by
both parties or an amendment of the Plan. This Agreement supersedes any prior agreements or
understandings, and there are no other agreements or understandings relating to its subject
matter. The invalidity or unenforceability of any provision of the Plan or this Agreement shall
not affect any other provision of the Plan or this Agreement, and each provision of the Plan and
this Agreement shall be severable and enforceable to the extent permitted by law. Should there
be any inconsistency between the provisions of this Agreement and the terms of the Award as
stated in the resolutions and records of the Board of Directors or the Plan, the provisions of such
resolutions and records of the Board of Directors and the Plan shall control.
{00093171 - 1 } 7
16. Successors and Assigns. The Award shall inure to the benefit of and be binding
upon the heirs, legatees, legal representatives, successors, and assigns of the parties thereto.
The Grantee hereby acknowledges receipt of this Agreement, the Notice of Performance
Unit Award and Agreement and a copy of the Plan, and accepts the Award under the terms and
conditions stated in this Agreement, subject to all terms and provisions of the Plan, by signing
this Agreement as of the date indicated.
Date «Employee Name»
Grantee
{00093171 - 1 } 8
Exhibit A
Performance Unit Criteria
2018-21 Performance Period
ONEOK Total Stockholder Return (TSR) Ranking vs.
ONEOK Peer Group
Percentage of Performance Units Earned
(Performance Multiplier)
90th percentile and above
75th percentile
50th percentile
25th percentile
Below 25th percentile
200%
150%
100%
50%
0%
IF ONEOK’s TSR ranking within the ONEOK Peer Group at the end of the Performance Period is between any
two of the stated percentile levels in the above table, the percentage of the Performance Units earned (the
performance multiplier) will be interpolated between the earning levels. No Performance Units are earned if
ONEOK’s TSR ranking at the end of the Performance Period is below the 25th percentile within its Peer Group.
{00093171 - 1 } 9
Exhibit B
Illustration of Hypothetical 2018-21 Performance Period
Performance Unit Award Calculation
The illustrations below assume that 500 Performance Units are awarded to Grantee in February 2018.
ONEOK Total Stockholder Return (TSR) Ranking vs. ONEOK Peer Group
Hypothetical 1: If ONEOK’s TSR Ranking for 2018-21 is at the 40th percentile within the ONEOK Peer Group,
then the performance multiplier would be 80 percent, as interpolated between a 50 percent multiplier (25th
percentile within Peer Group) and a 100 percent multiplier (50th percentile within Peer Group) from Exhibit A.
Hypothetical 2: If ONEOK’s TSR Ranking for 2018-21 is at the 60th percentile within the ONEOK Peer Group,
then the performance multiplier would be 120 percent, as interpolated between a 100 percent multiplier (50th
percentile within Peer Group) and a 150 percent multiplier (75th percentile within Peer Group) from Exhibit A.
Percentage of Performance Units Earned
Hypothetical 1: 80% x 500 PUs = 400 shares of Common Stock payable to Grantee in 2021.
Hypothetical 2: 120% x 500 PUs = 600 shares of Common Stock payable to Grantee in 2021.
{00093171 - 1 } 10
Exhibit C
2018-21 ONEOK TSR Peer Group*
Company Name Sym
Boardwalk Pipeline Partners LP BWP
Buckeye Partners LP BPL
DCP Midstream, LP DCP
Enable Midstream Partners LP ENBL
Enbridge Energy Partners LP EEP
Enlink Midstream Partners LP ENLK
Enterprise Products Partners LP EPD
Xxxxxx Xxxxxx Inc. KMI
Magellan Midstream Partners LP MMP
MPLX LP MPLX
NuStar Energy LP NS
Plains All American Pipeline, LP PAA
Sunoco Logistics Partners LP SLX
Targa Resources Corp TRGP
Xxxxxxxx Companies Inc. WMB
* In the event that any member of the 2018-21 ONEOK Peer Group liquidates or reorganizes under the United
States Bankruptcy Code (U.S.C. Title 11) before the end of the Performance Period, such member shall remain in
the 2018-21 ONEOK Peer Group for purposes of calculating the Performance Multiplier. If any member of the
2018-21 ONEOK Peer Group is acquired by another entity before the end of the Performance Period, such member
shall be removed from the 2018-21 ONEOK Peer Group for purposes of calculating the Performance Multiplier. In
all other cases involving merger, reorganization or other material change in ownership, legal structure or business
operations of any member of the 2018-21 ONEOK Peer Group before the end of the Performance Period, the
Committee shall have discretionary authority to retain, remove or replace such member for purposes of calculating
the Performance Multiplier.
{00093171 - 1 } 11
Exhibit D
Beneficiary Designation Form
I, _________________________________ (“Plan Participant”), state that I am a participant in the
ONEOK, Inc. Long Term Incentive Plan, the ONEOK, Inc. Equity Compensation Plan, or any other stock
compensation plan sponsored by ONEOK, Inc. (individually and collectively, the “Plan”), and the holder of one or
more Stock Incentives granted or awarded to me under the Plan. With the understanding that I may change the
following beneficiary designations at any time by furnishing written notice thereof to the Committee (provided that
such change does not affect the time and form of payment of any amounts subject to an existing deferral election), I
hereby designate the following individuals (or entities) as my beneficiaries to receive any and all benefits payable to
me under the Plan and to exercise all rights, benefits and features of the Stock Incentives that have been awarded to
me under the Plan, in accordance with the terms of the Plan and any associated award agreement, in the event of my
death as follows:
1. Primary Beneficiary (Beneficiaries)
The Primary Beneficiaries named below shall have first priority to any and all benefits payable to me under
the Plan and to exercise all rights, benefits and features of the Stock Incentives that have been awarded to me under
the Plan, in accordance with the terms of the Plan and any associated award agreement, in the event of my death.
Name Relationship SSN Percentage of Total
If a designated Primary Beneficiary named dies or ceases to exist prior to receiving the share designated for such
Primary Beneficiary, such share shall be transferred proportionately to other surviving and existing designated
Primary Beneficiaries.
2. Contingent Beneficiary (or Beneficiaries)
The Contingent Beneficiaries named below, if any, shall receive any benefits provided or payable to me
under the Plan and be entitled to exercise, enjoy and receive all rights, benefits and features of the Stock Incentives
that have been granted or awarded to me under the Plan (including Stock Incentives that I have elected to defer, if
applicable) in accordance with the Plan and the terms and provisions of such Stock Incentives in the event of my
death if no Primary Beneficiary named above survives me or exists.
Name Relationship SSN Percentage of Total
{00093171 - 1 } 12
3. Stock Incentives Covered By Beneficiary Designation
This Beneficiary Designation is applicable to and covers the following Stock Incentives that have been
granted or awarded to me under the Plan:
(Check one)
_______ All Stock Incentives previously or subsequently granted or awarded to me under the Plan; or
_______ The following Stock Incentives that have been granted or awarded to me under the Plan:
(List Stock Incentives Covered)
Stock Incentive Grant Date Number of Shares of Stock
4. General Terms
This instrument does not modify, extend or increase any rights or benefits otherwise provided for by any
Stock Incentive under the Plan. All terms used in this instrument shall have the meaning provided for under the
Plan, unless otherwise indicated herein. This instrument is not applicable to Common Stock of ONEOK, Inc. that I
have acquired outright and without any restrictions or limitations under the Plan prior to my death. This instrument
revokes and supersedes any prior designation of a Beneficiary (or Beneficiaries) made by me with respect to the
Stock Incentives covered by this Beneficiary Designation.
IN WITNESS WHEREOF, I have signed this instrument this day of ____________, __________.
Plan Participant
__________________________________
Witness
__________________________________
Witness
RECEIVED AND ACKNOWLEDGED this ____ day of ________, 20__,
______________________________________
For the Committee
{00093171 - 1 } 13
Exhibit E
2018 Performance Unit Deferral Election Form
INSTRUCTIONS: In order to be effective, this Election Form must be completed, signed and returned no
later than August 21, 2020 (the “Election Deadline”). Otherwise, the Award will be paid in accordance
with its regularly scheduled time and form as described in the Agreement.
This Election is made by the undersigned Grantee pursuant to the terms of the ONEOK, Inc. Equity
Compensation Plan (the “Plan”) and that certain Notice of Performance Unit Award and Agreement issued to me
under the Plan on the 21st day of February, 2018 (the “Agreement”). Capitalized terms that are used but not defined
herein shall have the meaning set forth in the Plan or the Agreement, as applicable.
1. Irrevocable Elections as to the Time and Form of Payment
I hereby irrevocably elect to defer the payment and my receipt of all Performance Units, Common Stock
and cash that I may become entitled to receive pursuant to the Agreement (the “Deferred Amount”) from the
regularly scheduled time of payment of each Award, until a later date as follows:
A. Election of Specified Time of Payment (Initial one election of time of payment)
___ I elect to have the Deferred Amount deferred and paid to me on the later of (i) the date of
my separation from service with the Company, or (ii) [________, 20__] (specify month and year
after February 2021) in the form specified below.
___ I elect to have the Deferred Amount deferred and paid to me on the date of my separation
from service with the Company.
B. Election of Form of Payment (Initial one election of form of payment)
___ I elect to receive payment of the Deferred Amount in a single lump sum payment.
____ I elect to receive payment of the Deferred Amount in ______(specify 2, 3, 4 or 5) equal
annual installments commencing at the Specified Time of Payment elected in Part A, above, until
fully paid. The number of shares of Common Stock or cash received in each installment will equal
the number and amount, respectively, that have not been paid as of the date immediately preceding
the installment payment date, divided by the number of installments remaining to be paid as of the
date immediately preceding the installment payment date. The resulting number shall be rounded
down to the next whole number, except that the final installment shall be rounded up to the next
whole number.
C. Election in the Event of Death (Put initials by your choice)
___ In the event of my death prior to, or after, the Specified Time of Payment that I have
elected above, I elect to have my named beneficiaries (or my estate, if I have not designated any
beneficiaries) receive payment and transfer of the Deferred Amount in a single lump sum by
December 31 of the year following the year of my death.
___ In the event of my death prior to, or after, the Specified Time of Payment that I have
elected above, I elect to have my named beneficiaries (or my estate, if I have not designated any
beneficiaries) receive payment and transfer of the Deferred Amount in ______ (specify 2, 3, 4 or
5) equal annual installments commencing by December 31 of the year following the year of my
death, until fully paid. The number of shares of Common Stock or cash received in each
installment will equal the number and amount, respectively, that have not been paid as of the date
immediately preceding the installment payment date, divided by the number of installments
remaining to be paid as of the date immediately preceding the installment payment date. The
{00093171 - 1 } 14
resulting number shall be rounded down to the next whole number, except that the final
installment shall be rounded up to the next whole number.
D. Change in Control Event (Deemed election)
Notwithstanding the foregoing, immediately following a Change in Control Event (as defined in
Treasury Regulations Section 1.409A-3(i)(5)), any remaining portion of the Deferred Amount that
has not been paid and transferred as of such date will be paid and transferred as soon as
administratively practicable thereafter, but in no event later than 75 days after the effective date of
such Change in Control Event. In the event shares of Common Stock no longer exist at the time
of payment and transfer, each of the deferred Performance Units shall be converted in a manner
that is consistent with the manner in which shares held by shareholders of ONEOK, Inc. Common
Stock were treated with respect to the Change in Control Event.
E.. Additional Rights and Restrictions
Notwithstanding the foregoing, (1) an accelerated payment of all or a portion of the Deferred
Amount may be requested upon the occurrence of an Unforeseeable Emergency (as defined in the
Plan, but also including the death of, or an Unforseeable Emergency sustained by, a named
beneficiary who has become entitled to payment under the Plan) and paid in accordance with the
terms of the Plan; (2) the Committee reserves discretionary authority to permit a subsequent
deferral election with respect to the Deferred Amount in accordance with the terms of the Plan;
and (3) if a “specified employee” (as defined in the Plan) becomes entitled to a distribution on
account of a separation from service, payment of all or a portion of the Deferred Amount will be
delayed in accordance with the terms of the Plan.
2. Grantee Representations and Warranties
By executing this Election Form, I represent and warrant that:
A. I have read the Plan, the Agreement and this Election Form, understand that this Election will
become irrevocable as of the Election Deadline, and agree to all the terms and conditions thereof.
B. I understand that any amounts that I defer hereunder are unfunded and unsecured and subject to
the claims of the Company’s creditors in the event of the Company’s insolvency.
C. I understand that the Plan, the Agreement and this Election are intended to comply with Code
Section 409A and that they will be interpreted accordingly. However, I understand that the
Company will have no liability with respect to any failure to comply with Code Section 409A.
D. I understand that I will be required to satisfy any tax withholding obligations relating to the
Deferred Amount, and that delivery of shares of Common Stock or cash to me or my beneficiaries
is conditioned upon my satisfaction of such obligations. I have consulted with my own tax advisor
regarding the tax consequences of participating in the Plan and making this Election.
Made and executed by me as Grantee of the Award pursuant to the terms and provisions of the Award
Agreement, on this [____] day of [________], 20__.
_____________________________________
Grantee
RECEIVED AND ACKNOWLEDGED this ____ day of ________, 20__.
______________________________________
For the Committee
