Exhibit 99 (a)
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement ("Amendment") is made this 27th
day of November, 2007 (the "Second Amendment Date") between the following
parties ("Parties"):
(i) BOK Financial Corporation, an Oklahoma corporation ("BOKF"); and,
(ii) W. Xxxxxxx Xxxxxxx, an individual currently residing in Tulsa,
Oklahoma (the "Executive").
BOKF and Executive, in consideration of the promises and covenants set
forth herein (the receipt and adequacy of which are hereby acknowledged) and
intending to be legally bound hereby, agree as follows:
(1) Purpose of Second Amendment. The purpose of this Second Amendment is as
follows:
(a) Executive and BOKF have heretofore entered into that certain
Employment Agreement dated September 29, 2003 as amended by that
certain Amendment to Employment Agreement dated August 30, 2004 (the
"Agreement").
(b) Executive is currently serving as Senior Executive Vice-President of
BOKF. Executive is responsible for Bank of Bank of Albuquerque,
National Association, Bank of Arizona, National Association, Bank of
Texas, National Association, and Colorado State Bank and Trust Company
National Association. Executive currently resides in Dallas, Texas.
(c) BOKF desires that Executive relocate to Tulsa, Oklahoma to serve as
Senior Executive Vice-President and Chief Credit Officer of BOKF and
all of its subsidiary banks ("SEVP-CCO").
(d) This Second Amendment sets forth the agreement of Executive and BOKF
respecting Executive's relocation to Tulsa, Oklahoma and assumption of
the duties as SEVP-CCO of BOKF.
(2) Relocation and Assumption of Duties as SEVP-CCO of BOKF. Executive
agrees, as a term of the Employment Agreement, to relocate to Tulsa,
Oklahoma and assume the duties of SEVP-COO on or before March 31, 2009.
(a) Executive shall purchase a home in Tulsa at his convenience. At such
time as Executive purchases a home in Tulsa (the "Oklahoma Home
Purchase"), BOKF shall purchase Executive's exiting Texas home. The
purchase of Executive's existing Texas home (the "Texas Home
Purchase") shall be on the following terms and conditions:
(i) The Texas Home Purchase shall be consummated contemporaneously
with the Oklahoma Home Purchase or as near thereto as is
practicable.
(ii) BOKF shall purchase the Texas Home on the following terms and
conditions:
(A) BOKF shall engage two real estate appraisers approved by
Executive (provided such approval is not unreasonable
withheld, delayed or denied) to provide two separate
appraisals.
(B) BOKF shall pay Executive the average of the two appraisals
but not less than the price paid by Executive for such
residence, less the payoff amount of any purchase money
mortgage on the residence.
(C) Executive shall convey the residence to BOKF, free and clear
of all liens, claims, and encumbrances (except any purchase
money mortgage on the residence), by general warranty deed.
(D) Usual and customary pro-rations shall be settled between
Executive and BOKF in connection with such purchase.
(E) BOKF shall reimburse Executive, against reasonable
documentation thereof, for usual and customary closing costs
incurred in connection with the purchase by BOKF of the
Texas Home, grossed up for income taxes as provided in
footnote 1.
(iii) BOKF shall provide the services of a nationally recognized mover
to pack and move Executive's household goods to the Tulsa
Metropolitan Area.
(b) Executive shall assume the duties of SEVP-COO and begin to work full
time in Tulsa at a time specified by the Chief Executive Officer,
provided the date of such relocation shall not unreasonably
inconvenience Executive. Until Executive relocates to Tulsa, Executive
shall commute to Tulsa for each work week and Executive shall pay his
own Dallas living expenses.
(c) BOKF shall reimburse Executive for his commuting costs and the costs
of relocation and like matters in the reasonable discretion of the
Chief Executive Officer.
(d) BOKF shall pay Executive $75,000 (grossed up for income taxes(1)) as a
relocation bonus, payable with two weeks following the date on which
(1) The gross-up shall be calculated at the highest incremental rate actually
experienced by Executive. For example, if taxed in Oklahoma, the rate would be
as follows: assuming the highest tax bracket for federal, the Oklahoma state
rate less the federal benefit, medicare, and assuming the FICA limit has already
been met, the composite rate would be 41% broken down as follows: 35% Federal
4.55% State (after federal deduction) 1.45% Medicare or a total 41%.
Executive assumes the duties of SEVP-CCO as contemplated in Paragraph
2(a).
(3) Provisions Respecting Successor to Existing Duties. BOKF and Executive
shall cooperate with each other in recruiting a successor for the
Executive's current duties and responsibilities.
(4) Return to Line Position. In the event (i) Executive assumes the duties
and responsibilities of the Chief Credit Officer of BOKF as herein
contemplated and (ii) a successor to Xxxxxxx X. Xxxxxxxx assumes the
duties and responsibilities of Chief Executive Officer of BOKF (the
"CEO Successor") and Executive is not the CEO Successor, BOKF shall,
within a reasonable period of time and subject to the conditions
hereafter set forth (the "Conditions"), re-assign Executive to a line
position having (i) the title of Senior Executive Vice-President and
(ii) materially the same duties and responsibilities and commensurate
compensation as Executive then has.
(a) The Conditions are:
(i) Executive shall have recruited a chief credit officer for
BOKF (the "CCO");
(ii) At the time of recruitment, the Chief Executive Officer and
Executive mutually agree the CCO is qualified to be the
Chief Credit Officer of BOKF; and,
(iii) The recruited candidate has accepted the position of CCO of
BOKF.
(b) In the event the Chief Executive Officer and Executive do not,
each in the exercise of his good faith judgment, agree the
Conditions have been met, the issue or issues shall be presented
to the full Board of Directors of
BOKF for determination and the determination of the BOKF Board of
Directors shall be binding.
(c) Executive acknowledges that such re-assignment may require
Executive to relocate to a BOKF market area other Tulsa (a
"Subsequent Relocation").
(d) The Subsequent Relocation shall be effected on the same terms and
conditions, mutatis mutandi, as those provided in Paragraph 2(b)
through 2(e) for the relocation of Executive from Dallas to
Tulsa.
(5) Ratification of the Agreement. The Agreement shall remain in full force
and effect including, without limitation, those relating to the Term
thereof.
(6) Miscellaneous Provisions. The Miscellaneous Provisions of Paragraph
10 of the Agreement shall apply to this Amendment.
Dated as of the Amendment Date.
BOK FINANCIAL CORPORATION
/s/ Xxxxxxx X. Xxxxxxxx
By__________________________________
/s/ W. Xxxxxxx Xxxxxxx
__________________________________
Executive's Signature
