BOK FINANCIAL CORPORATION
Exhibit 10.4.1(b)
AMENDMENT TO EMPLOYMENT AGREEMENT
This amendment to employment agreement ("First Amendment") is made this
26 day of March 2003 (the "Agreement Date") among the following parties
("Parties"):
Bank of Oklahoma, National Association ("Bank"), BOK Financial
Corporation ("BOKF") and V. ▇▇▇▇▇ ▇▇▇▇▇▇, an individual residing in Oklahoma
City, Oklahoma (the "Executive").
In consideration of the mutual promises hereafter made and other good
and valuable consideration (the receipt and sufficiency of which the Parties
hereby acknowledge), and intending to be legally bound hereby, the Parties
hereby agree as follows:
1) Purpose of the First Amendment. The Parties have heretofore entered into
that certain Employment Agreement date November --, 1977 (the "Employment
Agreement"). The Term of the Employment Agreement terminated on December 1,
2002, though Executive continued in the employment of Bank as if the
Employment Agreement had not terminated. The purpose of this First
Amendment is to set forth the terms and conditions of the continued
employment of Executive by the Bank.
2) Extension of Term. The Term (as defined in Paragraph 5 of the Employment
Agreement) is hereby extended for a period of five years, subject to
termination for cause as provided in the Employment Agreement and without
cause as hereafter provided in this First Amendment.
3) Termination Following Change of Control. In the event the employment of
Executive is terminated by the Bank without cause within one year of a
Change of Control (as hereafter defined), Bank shall pay Executive in one
lump-sum payment an amount equal to Executive's monthly Salary at the date
of termination times the number of full calendar months remaining in the
Term following the date of termination divided by two. The lump-sum
payment, less usual and customary payroll deductions for FICA, federal and
state withholding, and the like, shall be paid by the Bank by its corporate
check not later than ten business days following the date of termination.
4) Change of Control Defined. As used herein, A Change of Control shall be
deemed to have occurred if, and only if, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, affiliates of
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and/or members of the family of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
collectively cease to own directly and indirectly more shares of the voting
capital stock of BOK Financial Corporation or the Bank than any other
shareholder (or group of shareholders acting in concert to control BOK
Financial Corporation or the Bank to the exclusion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
affiliates of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, or members of the family of ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇).
5) Termination Without Change of Control. In the event the employment of
Executive is terminated without cause and in the absence of a Change of
Control, the Bank shall pay Executive such salary and/or benefits as may be
mutually agreed.
6) Miscellaneous Provisions. The miscellaneous provisions of Paragraph 12 of
the Employment Agreement shall apply to this First Amendment.
Dated as of the First Amendment Date.
Bank of Oklahoma, National Association
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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BOK Financial Corporation
BY /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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/s/ V. ▇▇▇▇▇ ▇▇▇▇▇▇
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