Exhibit 10.4.3 (c)
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement ("Amendment") is made this 30th day
of August, 2004 (the "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 This Agreement. The purpose of this Amendment is as follows:
(a) Executive and BOKF have heretofore entered into that certain
Employment Agreement dated September ___, 2003 (the "Agreement").
(b) Executive and BOKF desire to amend the Agreement.
(c) This Amendment sets forth the agreement of Executive and BOKF
respecting the amendment to the Agreement.
(2) Additional Agreement Respecting Termination Without Cause. In the event
Executive is terminated without cause (as hereafter defined), in addition
to the provisions respecting termination without cause provided in the
Agreement:
(a) All options to acquire Common Stock of BOKF which (i) have, as of the
date of such termination, been issued to Executive pursuant to one or
more BOKF Stock Option Plan (the "Plans")and (ii) have not, as of the
date of
such termination, vested in accordance with the provisions of such
Plans, shall vest as follows:
(i) If Executive has reached the age of 60 years, but has not reached
the age of 61 years, all unvested options which would have vested
had Executive continued to be employed for five (5) years
following the effective date of such termination shall vest;
(ii) If Executive has reached the age of 61 years, but has not reached
the age of 62 years, all unvested options which would have vested
had Executive continued to be employed for four (4) years
following the effective date of such termination shall vest;
(iii)If Executive has reached the age of 62 years, but has not
reached the age of 63 years, all unvested options which would
have vested had Executive continued to be employed for three (3)
years following the effective date of such termination shall
vest;
(iv) If Executive has reached the age of 63 years, but has not reached
the age of 64 years, all unvested options which would have vested
had Executive continued to be employed for two (2) years
following the effective date of such termination shall vest;
(v) If Executive has reached the age of 64 years, but has not reached
the age of 65 years, all unvested options which would have vested
had Executive continued to be employed for one (1) year following
the effective date of such termination shall vest.
(b) All options which vest pursuant to the provisions of the preceding
sub-paragraph shall expire if not exercised on or before the 90th
calendar day following the effective date of such termination.
(3) Definition of Without Cause. Solely for the purposed of this Amendment,
Executive shall be deemed to have been terminated for cause if the
Executive was terminated for unsatisfactory performance of his duties and
responsibilities.
(a) Executive shall be deemed to have been terminated for unsatisfactory
performance only when a majority of the members of the Board of
Directors of the BOKF finds that, in the good faith opinion of such
majority, the Executive has failed to satisfactorily perform his
duties and responsibilities after reasonable notice and an opportunity
to achieve a satisfactory level of performance, such finding to have
been made after at least twenty (20) business days' notice to the
Executive and an opportunity for the Executive, together with his
counsel, to be heard before such majority (in such manner and for such
period of time as the Board, in its good faith discretion shall
determine).
(b) A material reduction in responsibility or title shall be deemed a
termination within the meaning of this paragraph and paragraph 2.
(c) The determination of such majority, made as set forth above, shall be
binding upon the BOKF and the Executive.
(d) The effective date of a termination for cause shall be the date of the
action of such majority finding the termination was with cause
(4) Ratification of the Agreement. The Agreement shall remain in full force and
effect.
(5) 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
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Executive's Signature
