BANF » Topics » DEFINITIONS

This excerpt taken from the BANF DEF 14A filed Apr 24, 2009.

DEFINITIONS

The following terms shall be defined as set forth below:

2.1 “Bank” means BancFirst, an Oklahoma banking corporation, or any successor thereto.

2.2 “Bank Board” means the Board of Directors of the Bank.

2.3 “Change in Control Event” means the date on which any of the following events occur (i) a change in the ownership of the Company; (ii) a change in the effective control of the Company; (iii) a change in the ownership of a substantial portion of the assets of the Company.

For purposes of this Section, a change in the ownership of the Company occurs on the date on which any one person, or more than one person acting as a group, acquires ownership of stock of the Participating Employer that, together with stock held by such person or group constitutes more than 50% of the total fair market value or total voting power of the stock of the Company. A change in the effective control of the Company occurs on the date on which either (i) a person, or more than one person acting as a group, acquires ownership of stock of the Company possessing 35% or more of the total voting power of the stock of the Company, taking into account all such stock acquired during the 12-month period ending on the date of the most recent acquisition, or (ii) a majority of the members of the Company Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of such Company Board prior to the date of the appointment or election, but only if no other corporation is a majority shareholder of the Company. A change in the ownership of a substantial portion of assets occurs on the date on which any one person, or more than one person acting as a group, other than a person or group of persons that is related to the Company, acquires assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions, taking into account all such assets acquired during the 12-month period ending on the date of the most recent acquisition.

An event constitutes a Change in Control Event with respect to a Participant only if the Participant performs services for the Company or the Participant’s relationship to the Company otherwise satisfies the requirements of Treasury Regulation Section 1.409A-3(i)(5)(ii).

 

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The determination as to the occurrence of a Change in Control Event shall be based on objective facts and in accordance with the requirements of Code Section 409A.

2.4 “Code” means the Internal Revenue Code of 1986, as amended.

2.5 “Committee” means the Compensation Committee of the Company Board.

2.6 “Community Board” means one of the Community Advisory Boards of the Bank.

2.7 “Company” means BancFirst Corporation, an Oklahoma corporation, or any successor thereto.

2.8 “Company Board” means the Board of Directors of the Company.

2.9 “Deferral Date” means the date Fees would otherwise have been paid to the Participant.

2.10 “Director” means any individual who is a member of the Bank Board, the Company Board or the Community Board.

2.11 “Fair Market Value” means the closing sales price for the Shares on the relevant date, or if there were no sales on such date the closing sales price on the nearest day before the relevant date, as reported in The Wall Street Journal or a similar publication selected by the Committee.

2.12 “Fees” means all or part of any retainer and/or fees payable to a Director in his or her capacity as a Director.

2.13 “Participant” means a Director who defers Fees under Article VI of this Plan.

2.14 “Secretary” means the Corporate Secretary or any Assistant Corporate Secretary of the Company.

2.15 “Separation from Service” means termination of service as a Director in any of the following circumstances:

(a) Where the Participant voluntarily resigns or retires;

(b) Where the Participant is not re-elected (or elected in the case of an appointed Director) to the Bank Board or Company Board, as applicable, by the shareholders, or to the Community Board by the Bank;

(c) Where the Participant dies; or

(d) Where the Participant is removed from the Bank Board, Company Board or Community Board, as applicable, in accordance with the provisions of the Company’s Bylaws or the Bank’s Bylaws, as applicable.

Whether a Separation from Service has occurred shall be determined by the Company Board or Committee in accordance with Section 409A of the Code.

2.16 “Shares” means shares of the common stock of BancFirst Corporation, par value $1.00 per share, or of any successor corporation or other legal entity adopting this Plan.

2.17 “Specified Employee” means those Directors who are determined by the Company Board or the Committee to be a “specified employee” of the Company or its affiliates in accordance with Section 409A of the Code and the regulations promulgated thereunder.

2.18 “Stock Units” means the credits to a Participant’s Stock Unit Account under Article VI of this Plan, each of which represents the right to receive one Share upon settlement of the Stock Unit Account.

 

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2.19 “Stock Unit Account” means the bookkeeping account established by the Company pursuant to Section 6.4.

2.20 “Termination Date” means the date the Plan terminates pursuant to Section 11.8.

ARTICLE III

These excerpts taken from the BANF 8-K filed Nov 20, 2006.

Definitions

1.1 Administrator shall mean the Treasurer of the Bank or other person or persons appointed by the Board of Directors of the Bank to administer the Agreement pursuant to Article 6 of the Agreement.

1.2 Beneficiary shall mean the person(s) or entity designated as such in accordance with Article 5 of the Agreement.

1.3 Bank shall mean BancFirst.

1.4 ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended.

1.5 Agreement Year shall mean the calendar year.

1.6 Termination of Employment shall mean the date of the cessation of the Employee’s employment with the Bank for any reason whatsoever, whether voluntary or involuntary, including retirement or disability but not as a result of the Employee’s death.

Definitions

1.1 Definitions. Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

(a) Cause means termination of the Executive’s employment by the Company for one of the following reasons: (i) insubordination; (ii) disloyalty; (iii) breach of this Agreement; (iv) theft, dishonesty or other unlawful conduct; or (v) other similar cause, including failure to perform duties in accordance with the instructions of the Company.

(b) Change of Control means the direct or indirect occurrence of any of the following:

(i) Company sells substantially all of its assets to a single purchaser or to a group of associated purchasers;

(ii) at least two-thirds (2/3) of the outstanding shares of common stock of the Company are sold, exchanged, or otherwise disposed of, in one transaction; or

(iii) there is a merger or consolidation of the Company in a transaction in which the holders of the Company’s common stock receive or represent less than fifty percent (50%) of the outstanding voting shares of the new or continuing corporation.

(c) Death Benefit means the benefit payable to Executive’s Surviving Spouse or other designated beneficiary pursuant to Section 2.3 hereof.

(d) Supplemental Retirement Income means the benefit payable to the Executive pursuant to Article II hereof.

(e) Surviving Spouse shall mean only the then surviving spouse of the Executive as of the date of the Executive’s death.

This excerpt taken from the BANF 10-Q filed Aug 9, 2006.

DEFINITIONS

The following terms shall be defined as set forth below:

2.1 “Bank” means BancFirst, an Oklahoma banking corporation, or any successor thereto.

2.2 “Bank Board” means the Board of Directors of the Bank.

2.3 “Committee” means the Compensation Committee of the Company Board.

2.4 “Community Board” means one of the Community Advisory Boards of the Bank.

2.5 “Company” means BancFirst Corporation, an Oklahoma corporation, or any successor thereto.

2.6 “Company Board” means the Board of Directors of the Company.

2.7 “Deferral Date” means the date Fees would otherwise have been paid to the Participant.

2.8 “Director” means any individual who is a member of the Bank Board, the Company Board or the Community Board.

2.9 “Fair Market Value” means the closing sales price for the Shares on the relevant date, or if there were no sales on such date the closing sales price on the nearest day before the relevant date, as reported in The Wall Street Journal or a similar publication selected by the Committee.

2.10 “Fees” means all or part of any retainer and/or fees payable to a Director in his or her capacity as a Director.

2.11 “Participant” means a Director who defers Fees under Article VI of this Plan.

2.12 “Secretary” means the Corporate Secretary or any Assistant Corporate Secretary of the Company.

2.13 “Shares” means shares of the common stock of BancFirst Corporation, par value $1.00 per share, or of any successor corporation or other legal entity adopting this Plan.


2.14 “Stock Units” means the credits to a Participant’s Stock Unit Account under Article VI of this Plan, each of which represents the right to receive one Share upon settlement of the Stock Unit Account.

2.15 “Stock Unit Account” means the bookkeeping account established by the Company pursuant to Section 6.4.

2.16 “Termination Date” means the date the Plan terminates pursuant to Section 11.8.

2.17 “Termination of Service” means termination of service as a Director in any of the following circumstances:

(a) Where the Participant voluntarily resigns or retires;

(b) Where the Participant is not re-elected (or elected in the case of an appointed Director) to the Bank Board or Company Board, as applicable, by the shareholders, or to the Community Board by the Bank;

(c) Where the Participant dies; or

(d) Where the Participant is removed from the Bank Board, Company Board or Community Board, as applicable, in accordance with the provisions of the Company’s Bylaws or the Bank’s Bylaws, as applicable.

ARTICLE III

This excerpt taken from the BANF DEF 14A filed Apr 28, 2006.

DEFINITIONS

The following terms shall be defined as set forth below:

2.1 “Bank” means BancFirst, an Oklahoma banking corporation, or any successor thereto.

2.2 “Bank Board” means the Board of Directors of the Bank.

2.3 “Committee” means the Compensation Committee of the Company Board.

2.4 “Community Board” means one of the Community Advisory Boards of the Bank.

2.5 “Company” means BancFirst Corporation, an Oklahoma corporation, or any successor thereto.

2.6 “Company Board” means the Board of Directors of the Company.

2.7 “Deferral Date” means the date Fees would otherwise have been paid to the Participant.

2.8 “Director” means any individual who is a member of the Bank Board, the Company Board or the Community Board.

2.9 “Fair Market Value” means the closing sales price for the Shares on the relevant date, or if there were no sales on such date the closing sales price on the nearest day before the relevant date, as reported in The Wall Street Journal or a similar publication selected by the Committee.

2.10 “Fees” means all or part of any retainer and/or fees payable to a Director in his or her capacity as a Director.

2.11 “Participant” means a Director who defers Fees under Article VI of this Plan.

2.12 “Secretary” means the Corporate Secretary or any Assistant Corporate Secretary of the Company.

2.13 “Shares” means shares of the common stock of BancFirst Corporation, par value $1.00 per share, or of any successor corporation or other legal entity adopting this Plan.


2.14 “Stock Units” means the credits to a Participant’s Stock Unit Account under Article VI of this Plan, each of which represents the right to receive one Share upon settlement of the Stock Unit Account.

2.15 “Stock Unit Account” means the bookkeeping account established by the Company pursuant to Section 6.4.

2.16 “Termination Date” means the date the Plan terminates pursuant to Section 11.8.

2.17 “Termination of Service” means termination of service as a Director in any of the following circumstances:

(a) Where the Participant voluntarily resigns or retires;

(b) Where the Participant is not re-elected (or elected in the case of an appointed Director) to the Bank Board or Company Board, as applicable, by the shareholders, or to the Community Board by the Bank;

(c) Where the Participant dies; or

(d) Where the Participant is removed from the Bank Board, Company Board or Community Board, as applicable, in accordance with the provisions of the Company’s Bylaws or the Bank’s Bylaws, as applicable.

ARTICLE III

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