-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TSNS7Ig60ueFRLZPku/ug0s0ke/WKszo7ew4KOWhvJmKSm25RqFFeexdGPrNQbd8 VqZDowgTAhHw/DBz+5k6KQ== 0000930661-98-002050.txt : 19981002 0000930661-98-002050.hdr.sgml : 19981002 ACCESSION NUMBER: 0000930661-98-002050 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19980930 EFFECTIVENESS DATE: 19980930 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANCFIRST CORP /OK/ CENTRAL INDEX KEY: 0000760498 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 731221379 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-65129 FILM NUMBER: 98718970 BUSINESS ADDRESS: STREET 1: 101 N BROADWAY STE 200 STREET 2: D CITY: OKLAHOMA CITY STATE: OK ZIP: 73102-8401 BUSINESS PHONE: 4052701000 MAIL ADDRESS: STREET 1: 101 NORTH BROADWAY STREET 2: STE 200 CITY: OKLAHOMA CITY STATE: OK ZIP: 73102-8401 FORMER COMPANY: FORMER CONFORMED NAME: UNITED COMMUNITY CORP DATE OF NAME CHANGE: 19890401 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on September 30, 1998 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BANCFIRST CORPORATION (Exact name of Registrant as specified in its charter) OKLAHOMA (State or other jurisdiction of incorporation or organization) 6022 73-1221379 (Primary Standard Industrial (I.R.S. Employer Classification Code Number) Identification No.) 101 North Broadway, Suite 200 Oklahoma City, Oklahoma 73102 (405) 270-1086 (Address, including zip code, and telephone number, including area code, of Registrants' principal executive offices) 1988 Incentive Stock Option Plan of Security Corporation as assumed by BancFirst Corporation 1993 Incentive Stock Option Plan of Security Corporation as assumed by BancFirst Corporation 1995 Non-Employee Director Stock Plan of AmQuest Financial Corp. as assumed by BancFirst Corporation (Full titles of the plans) David E. Rainbolt President and Chief Executive Officer BancFirst Corporation 101 North Broadway, Suite 200 Oklahoma City, Oklahoma 73102 (405) 270-1086 (Name, address, including zip code, and telephone number, including area code, of agents for service) COPIES TO: JEANETTE C. TIMMONS, ESQ. Day Edwards Federman Propester & Christensen, P.C. 2900 Oklahoma Tower 210 Park Avenue Oklahoma City, Oklahoma 73102 (405) 239-2121 CALCULATION OF REGISTRATION FEE
==================================================================================================================================== TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED (1) OFFERING PRICE PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE (3) - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, $0.01 par value per share 116,461 $37.75 $4,396,403 $1,297 ====================================================================================================================================
(1) Pursuant to Rule 416(a), also covers additional securities that may be offered as a result of stock splits, stock dividends or similar transactions. (2) Estimated solely for the purpose of determining the registration fee and calculated pursuant to Rule 457(c) based upon the average of the high and low prices of the Common Stock on the Nasdaq National Market on September 29, 1998, which was $37.75. (3) The registration fee was calculated pursuant to Rule 457(c), as $295 per $1 million. INTRODUCTION This Registration Statement on Form S-8 is filed by BancFirst Corporation, an Oklahoma corporation (the "Company," BancFirst or the "Registrant"), relating to an aggregate 116,461 shares of its common stock, par value $1.00 per share (the "Common Stock") issuable under the 1988 Incentive Stock Option Plan of Security Corporation, the 1993 Incentive Stock Option Plan of Security Corporation and the 1995 Non-Employee Director Stock Option Plan of AmQuest Financial Corp., all of which have been assumed by BancFirst pursuant to the Merger Agreement dated May 6, 1998 between BancFirst and AmQuest Financial Corp. (collectively, the "Plans"). PART I INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION. Not filed as part of this Registration Statement pursuant to Note to Part 1 of Form S-8. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. Not filed as part of this Registration Statement pursuant to Note to Part 1 of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents, which previously have been filed by the Company with the Securities and Exchange Commission (the "Commission"), are incorporated herein by reference and made a part hereof: (i) The Company's latest Annual Report on Form 10-K for the fiscal year ended December 31, 1997; (ii) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the end of the fiscal year covered by the Annual Report referred to in (i) above; and (iii) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8A/A (Registration No. 000-14384), filed with the Commission on July 24, 1998, including any amendment or reports filed for the purpose of updating such description. All reports and other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment hereto, which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. For purposes of this Registration Statement, any document or any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a subsequently filed document or a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such document or such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. II-2 ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 1006(B)(7) of the General Corporation Act of the State of Oklahoma (the "OGCA") authorizes a corporation in its certificate of incorporation to eliminate or limit the personal liability of members of its board of directors to the corporation or its stockholders for monetary damages for violations of a director's fiduciary duty of care, including acts constituting gross negligence. Such a provision would have no effect on the availability of equitable remedies, such as an injunction or rescission, for breach of fiduciary duty. In addition, no such provision may eliminate or limit the liability of a director for breaching his duty of loyalty to the corporation or its shareholders, failing to act in good faith, engaging in intentional misconduct or knowingly violating a law, paying an unlawful dividend or approving an illegal stock repurchase, or executing any transaction from which the director obtained an improper personal benefit. Section 1031 of the OGCA empowers a corporation to indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. With respect to actions or suits by or in the right of the corporation, such indemnification is limited to expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit. Further, no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Additionally, a corporation is required to indemnify its directors and officers against expenses to the extent that such directors or officers have been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above or in defense of any claim, issue or matter therein. An indemnification can be made by the corporation only upon a determination made in the manner prescribed by the statute that indemnification is proper in the circumstances because the party seeking indemnification has met the applicable standard of conduct as set forth in the OGCA. The indemnification provided by the OGCA shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. A corporation also has the power to purchase and maintain insurance on behalf of any person covering any liability incurred by such person in his capacity as a director, officer, employee or agent of the corporation, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability. The indemnification provided by the OGCA shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. II-3 THE COMPANY'S CHARTER AND BYLAW PROVISIONS The Company's Amended and Restated Certificate of Incorporation (i) limits its directors' liability for monetary damages to the Company and its shareholders for breach of fiduciary duty except under the circumstances outlined in Section 1006(B)(7) of the OGCA as described above, (ii) provides for elimination or limitation of liability to the fullest extent permitted should the OGCA be amended to authorize corporation action further eliminating or limiting the personal liability of directors and (iii) provides for indemnification to the fullest extent permitted by Section 1031 of the OGCA. OTHER ARRANGEMENTS The Company maintains a directors' and officers' liability insurance policy insuring its directors and officers against certain liabilities and expenses incurred by them in their capacities as such and insuring the Company, under certain circumstances, in the event that indemnification payments are made by the Company to such directors and officers. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS. Unless otherwise indicated below as being incorporated by reference to another filing of the Company with the Commission, each of the following exhibits is filed herewith: Exhibit Number Name of Exhibit ------ --------------- 4.1 1988 Incentive Stock Option Plan of Security Corporation as assumed by BancFirst Corporation. 4.2 1993 Incentive Stock Option Plan of Security Corporation as assumed by BancFirst Corporation. 4.3 1995 Non-Employee Director Stock Plan of AmQuest Financial Corp. as assumed by BancFirst Corporation. 5.1 Opinion of Day, Edwards, Federman, Propester & Christensen, P.C. as to the legality of the BancFirst Common Stock. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Day Edwards Federman Propester & Christensen, P.C. (included in Exhibit 5.1). 24.1 Power of Attorney (contained on signature page hereto). ITEM 9. UNDERTAKINGS. (1) The undersigned Registrant hereby undertakes: (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement. (b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (2) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, BancFirst Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, and State of Oklahoma, on the 29th day of September, 1998. BANCFIRST CORPORATION By: /s/ David E. Rainbolt ------------------------------------------- David E. Rainbolt President and Chief Executive Officer POWER OF ATTORNEY The officers and directors of BancFirst Corporation whose signature appears below, hereby constitute and appoint David E. Rainbolt, Joe T. Shockley, Jr. and Randy P. Foraker, and each of them (with full power to each of them to act alone), the true and lawful attorney-in-fact to sign and execute, on behalf of the undersigned, any amendment(s) to this registration statement, and each of the undersigned does hereby ratify and confirm all that said attorneys shall do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Name TITLE DATE ---- ----- ---- /s/ H. E. Rainbolt Chairman of the Board September 29, 1998 - ------------------------------------- (Principal Executive Officer) H. E. Rainbolt /s/ David E. Rainbolt President, Chief Executive September 29, 1998 - ------------------------------------- Officer and Director David E. Rainbolt (Principal Executive Officer) /s/ Joe T. Shockley, Jr. Executive Vice President, Chief September 29, 1998 - ------------------------------------- Financial Officer and Director Joe T. Shockley, Jr. (Principal Financial Officer) /s/ J. Ralph McCalmont Vice Chairman of the Board September 29, 1998 - ------------------------------------- (Principal Executive Officer) J. Ralph McCalmont /s/ Robert A. Gregory Vice Chairman of the Board September 29, 1998 - ------------------------------------- (Principal Executive Officer) Robert A. Gregory /s/ William O. Johnstone Vice Chairman of the Board September 29, 1998 - ------------------------------------- (Principal Executive Officer) William O. Johnstone /s/ K. Gordon Greer Vice Chairman of the Board September 29, 1998 - ------------------------------------- (Principal Executive Officer) K. Gordon Greer /s/ Marion C. Bauman Director September 29, 1998 - ------------------------------------- Marion C. Bauman /s/ Randy P. Foraker Senior Vice President, Controller September 29, 1998 - ------------------------------------- and Secretary/Treasurer Randy P. Foraker (Principal Accounting Officer)
II-6 EX-4.1 2 1998 INCENTIVE STOCK OPTION PLAN EXHIBIT 4.1 1988 INCENTIVE STOCK OPTION PLAN OF SECURITY CORPORATION DATED OCTOBER 17, 1988 1. DEFINITIONS 1.1 "Plan" means the 1988 Incentive Stock Option Plan of Security Corporation. 1.2 "Committee" means the Stock Option Committee of the Board of Directors of the Company. 1.3 "Company" means the Security Corporation, an Oklahoma Corporation, and its subsidiaries. 1.4 "Employees" means persons (including officers, regardless of whether they are also directors) employed by the Company, or a subsidiary thereof, on a fulltime basis and who are compensated for such employment by a regular salary. 1.5 "Common Stock" means shares of Common Stock of Security Corporation having a par value of five dollars ($5.00) per share. 1.6 "Option" means the option to purchase shares of Common Stock granted pursuant to the Plan. 1.7 "Participant" means an eligible employee as described in paragraph 4 hereof, who accepts an Option, or the estate, personal representative or beneficiary thereof having the right to exercise an Option pursuant to the provisions of any such Option. 2. PURPOSE. The purpose of the Plan is to provide key employees with a proprietary interest in the Company through the granting of Options to purchase shares of Common Stock in order to: (a) Increase the interest in the Company's welfare of those key employees who share primary responsibility for the management, growth and protection of the business of the Company. (b) Furnish an incentive to such employees to continue their services for the Company; and (c) Provide a means through which the Company may attract able persons to enter its employment. 3. ADMINISTRATION 3.1 The Stock Option Committee shall consist of not less than three (3) members of the Board of Directors of the Company and members thereof shall serve at the pleasure of the Board of Directors of the Company. Voting members of the Committee are not eligible to participate under the Plan during such service. 3.2 The Plan shall be administered by the Committee which shall, among other things, interpret the Plan, prescribe such rules, regulations and procedures and take or cause to be taken such additional actions in connection with the operation of the Plan as the Committee shall deem necessary or advisable for the administration of the Plan. The Committee may from time to time, rescind, amend and modify its rules and regulations. 4. ELIGIBILITY 4.1 The Committee may, from time to time, select particular employees from among those key employees of the Company, or any subsidiary of the Company, to whom Options are to be granted and upon the grant of such Options, the selected employees shall become Participants in the Plan. 4.2 Participants must continue to be employees of the Company from the date of the grant until three (3) months prior to the date of the option exercise; provided, however, in case termination of employment is by reason of disability within the meaning of Section 105(d) (4) of the Internal Revenue Code of 1954, as amended, such disabled Participant must continue to be an employee of the Company from the date of the grant until one (1) year prior to the date of the option's exercise. 4.3 No Stock Option shall be granted to any person who is not eligible to receive "Incentive Stock Options" as provided in the Internal Revenue Code of 1954, as amended. 4.4 No Option shall be granted to an employee, who at the time of the grant of such Option, owned stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or a subsidiary of the Company. 4.5 Participants may be granted more than one Option under the Plan and the grant of an Option will not affect any outstanding Option previously granted to a Participant under the Plan. 5. NUMBER OF SHARES AVAILABLE FOR OPTIONS 5.1 The Shares of Common Stock subject to Options granted pursuant to the Plan shall be either shares of authorized but unissued Common Stock or shares of Common Stock reacquired by the Company. Shares that by reason of the expiration of an option, or for any other reason, are no longer subject to purchase pursuant to an Option granted under the Plan, and shares from time to time rendered in payment of the exercise price of Options, may be made subject to additional Options granted pursuant to the Plan. 5.2 The maximum aggregate number of shares of Common Stock that may be issued from time to time pursuant to the exercise of Options granted pursuant to the Plan shall be twenty thousand (20,000). The Committee may adjust such number and the exercise price of Options granted hereunder to effect a change in capitalization of the Company, such as a stock dividend, stock split, reverse stock split, share combination, exchange of shares, merger, consolidation, reorganization, liquidation, or the like, of or by the Company. 5.3 If any outstanding Option for any reason expires or is terminated prior to the expiration date of the Plan, the shares of Common Stock allocable to the unexercised portion thereof may again be offered under the Plan. 6. THE GRANT OF OPTIONS. Options granted hereunder shall be evidenced by written stock option agreements containing such terms and provisions as are recommended and approved from time to time by the Committee but subject to and not more favorable than the terms of the Plan. The Committee may, from time to time, require additional terms which the Committee deems necessary or advisable. The Company shall execute stock option agreements upon instruction from the Committee. 7. MAXIMUM AMOUNT OF STOCK SUBJECT TO OPTIONS. The aggregate fair market value (determined at the time the Option is granted) of the Common Stock with respect to which incentive stock options are exercisable for the first time by any employee during any calendar year (under all such plans of the Company) shall not exceed one hundred thousand dollars ($100,000.00). 8. OPTION EXERCISE PRICE. The purchase price of Common Stock subject to an Option granted pursuant to the Plan shall be determined by the Committee on the date of the grant. The price shall not be less than the greater of: (a) The fair market value of the Common Stock on the date of the grant of the option; or (b) The par value of the Common Stock subject to the option. The Committee shall determine the fair market value of the Common Stock on the date of the grant and shall set forth the determination in its minutes. The fair market value of the Common Stock shall be determined without regard to any restriction other than a restriction which, by its terms, will never lapse. 9. EXERCISE OF OPTION 9.1 The term of each Option shall not be more than ten (10) years from the date of the granting hereof. 9.2 An Option may be exercised in installments as may be determined by the Committee at the date of the grant. 9.3 An Option may not be exercised, nor may shares be issued pursuant to the exercise of an Option if any requisite action, approval or consent of any governmental authority of any kind having jurisdiction over the exercise of the Option shall not have been taken or granted. 10. PAYMENT 10.1 Full payment for shares purchased upon the exercise of an Option shall be made at the time of exercise. No shares shall be issued until full payment has been made and a Participant shall have none of the rights of a stockholder until shares are issued to him. Any federal, state or local taxes required to be paid or withheld at the time of exercise shall also be paid or withheld in full prior to any delivery of shares upon exercise. 10.2 Payment may be made in cash, shares of Common Stock then owned by the Participant, or in any other form of valid consideration or a combination of any of the foregoing as required by the Committee in its discretion. Shares tendered in payment of the exercise price of any Options may be reissued to the Participant who tendered the shares as part of the shares issuable upon exercise of other Options granted from time to time pursuant to the Plan. 11. TIME OF GRANTING OF OPTION. The grant of an Option pursuant to the Plan shall occur only when a written option agreement shall have been duly executed and delivered by or on behalf of the Company to the Participant. Such Option shall not be effective unless granted within ten (10) years from the date this Plan is adopted by the Board of Directors of the Company or the date this Plan is approved by the stockholders of the Company, whichever is earlier. 12. NON-TRANSFERABILITY OF OPTIONS. Options granted under the Plan shall not be transferable otherwise than by will or the laws of descent and distribution and may not be exercised during the lifetime of the Participant except by such Participant. 13. RIGHTS IN THE EVENT OF DEATH OF PARTICIPANT. If a Participant dies prior to termination of his rights to exercise an Option in accordance with the provisions of the option agreement without having exercised his Option as to all shares covered thereby, the Option may be exercised to the extent of the shares with respect to which the Option could have been exercised on the date of the Participant's death by the Participant's estate or a person who acquired the right to exercise the option by bequest or inheritance or by reason of the death of the Participant, provided the period during which the Option may be so exercised shall not continue beyond ten (10) years from the date of grant of the Option or one (1) year from the date of the Participant's death, whichever date comes first. 14. NOTICE UPON DISPOSITION. Participants shall immediately notify the Company upon sale of any Common Stock acquired pursuant to the exercise of an Option granted under the Plan if such sale shall occur within two (2) years from the date of the grant of the Option, or one year from the date of the exercise of the Option. 15. STOCK PURCHASED FOR INVESTMENT. At the discretion of the Committee, any option agreement may provide that the Option holder shall, by accepting an Option, represent and agree on behalf of himself and his transferees by will or the laws of descent and distribution that all shares of Common Stock purchased upon the exercise of the Option will be acquired for investment and not for resale or distribution, and that upon each exercise of any portion of an Option, the person entitled to exercise the same shall furnish evidence satisfactory to the Company (including a written and signed representation) to the effect that the shares are being acquired in good faith and for investment and not for resale or distribution. 16. TERMINATION OF OPTION RIGHTS AND AWARDS. The Committee may provide for the termination of Options granted hereunder in the case of a Participant's termination of employment with the Company for the cause of defalcation, theft, embezzlement, falsification of records with intent to defraud or any act involving moral turpitude or crime constituting a felony. Upon such termination of employment, the Participant's rights to exercise any Options granted pursuant to the Plan shall cease. 17. AMENDMENT OR DISCONTINUATION. The Plan may be amended, altered or discontinued by the Board of Directors of the Company without the approval of the stockholders, except: (a) The Board of Directors shall not have the power or authority to change the employees or class of employees who are eligible to participate or the aggregate number of shares which may be issued pursuant to the exercise of the Options; (b) The Board of Directors shall not have the power or authority to withdraw the administration of the Plan from the Committee; (c) The Board of Directors shall not have power or authority to decrease the minimum option price, extend the maximum option period or extend the term of the Plan; (d) The Board of Directors shall not have the power or authority to adversely affect any rights previously granted to any Participant thereunder, nor will the termination of the Plan affect benefits theretofore granted to any participant. In the event any law, or any rule or regulation issued or promulgated by the Internal Revenue Service, Securities and Exchange Commission, National Association of Securities Dealers, Inc., any stock exchange upon which the Common Stock is listed for trading or other governmental or quasi-governmental agency having jurisdiction over the Company, its Common Stock or the Plan requires the Plan to be amended, the plan will be amended at the time and all Options then outstanding will be subject to such amendment. 18. QUALIFICATIONS. All provisions of Section 422A of the Internal Revenue Code of 1954, as amended, and all other applicable provisions of the Internal Revenue Code and regulations thereunder that are required in order to qualify the Options as Incentive Stock Options are incorporated by reference herein to the extent not already contained herein and in each Option issued pursuant to the provisions hereof. 19. TERMINATION. Unless sooner terminated by action of the Board of Directors of the Company, the Plan shall terminate on October 17, 1998, and no Options may be granted pursuant to the Plan after such date. 20. EFFECTIVENESS. The Plan shall not be effective until approved at the next regular or special meeting of the Company's stockholders and will be effective immediately upon said approval. RESOLUTION ---------- BE IT RESOLVED by the Stockholders of SECURITY CORPORATION, that the creation, establishment and operation of the 1988 INCENTIVE STOCK OPTION PLAN of Security Corporation is hereby authorized and that the written Plan thereof, dated October 17th, 1988, be and the same is hereby approved. I, the undersigned, the duly qualified and acting Secretary of SECURITY CORPORATION, hereby certify that the foregoing is a true and correct copy of a Resolution legally adopted by the Stockholders of said Corporation and the same is in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and affix the seal of said Corporation, this 20th day of March, 1989. /s/ RICHARD DIXON ------------------------------ Richard Dixon, Secretary (SEAL) EX-4.2 3 1993 INCENTIVE STOCK OPTION PLAN EXHIBIT 4.2 1993 INCENTIVE STOCK OPTION PLAN OF SECURITY CORPORATION DATED JANUARY 20, 1993 1. DEFINITIONS 1.1 "Plan" means the 1993 Incentive Stock Option Plan of Security Corporation. 1.2 "Committee" means the Stock Option Committee of the Board of Directors of the Company. 1.3 "Company" means the Security Corporation, an Oklahoma Corporation, and its subsidiaries. 1.4 "Employees" means persons (including officers, regardless of whether they are also directors) employed by the Company, or a subsidiary thereof, on a fulltime basis and who are compensated for such employment by a regular salary. 1.5 "Common Stock" means shares of Common Stock of Security Corporation having a par value of five dollars ($5.00) per share. 1.6 "Option" means the option to purchase shares of Common Stock granted pursuant to the Plan. 1.7 "Participant" means an eligible employee as described in paragraph 4 hereof, who accepts an Option, or the estate, personal representative or beneficiary thereof having the right to exercise an Option pursuant to the provisions of any such Option. 2. PURPOSE. The purpose of the Plan is to provide key employees with a proprietary interest in the Company through the granting of Options to purchase shares of Common Stock in order to: (a) Increase the interest in the Company's welfare of those key employees who share primary responsibility for the management, growth and protection of the business of the Company. (b) Furnish an incentive to such employees to continue their services for the Company; and (c) Provide a means through which the Company may attract able persons to enter its employment. 3. ADMINISTRATION 3.1 The Stock Option Committee shall consist of not less than three (3) members of the Board of Directors of the Company and members thereof shall serve at the pleasure of the Board of Directors of the Company. Voting members of the Committee are not eligible to participate under the Plan during such service. 3.2 The Plan shall be administered by the Committee which shall, among other things, interpret the Plan, prescribe such rules, regulations and procedures and take or cause to be taken such additional actions in connection with the operation of the Plan as the Committee shall deem necessary or advisable for the administration of the Plan. The Committee may from time to time, rescind, amend and modify its rules and regulations. 4. ELIGIBILITY 4.1 The Committee may, from time to time, select particular employees from among those key employees of the Company, or any subsidiary of the Company, to whom Options are to be granted and upon the grant of such Options, the selected employees shall become Participants in the Plan. 4.2 Participants must continue to be employees of the Company or any subsidiary of the Company from the date of the grant until three (3) months prior to the date of the option exercise; provided, however, in case termination of employment is by reason of disability within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1954, as amended, such disabled Participant must continue to be an employee of the Company or any subsidiary of the Company from the date of the grant until one (1) year prior to the date of the option's exercise. 4.3 No Stock Option shall be granted to any person who is not eligible to receive "Incentive Stock Options" as provided in the Internal Revenue Code of 1954, as amended. 4.4 No Option shall be granted to an employee, who at the time of the grant of such Option, owned stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or a subsidiary of the Company. 4.5 Participants may be granted more than one Option under the Plan and the grant of an Option will not affect any outstanding Option previously granted to a Participant under the Plan. 5. NUMBER OF SHARES AVAILABLE FOR OPTIONS 5.1 The Shares of Common Stock subject to Options granted pursuant to the Plan shall be either shares of authorized but unissued Common Stock or shares of Common Stock reacquired by the Company. Shares that by reason of the expiration of an option, or for any other reason, are no longer subject to purchase pursuant to an Option granted under the Plan, and shares from time to time rendered in payment of the exercise price of Options, may be made subject to additional Options granted pursuant to the Plan. 5.2 The maximum aggregate number of shares of Common Stock that may be issued from time to time pursuant to the exercise of Options granted pursuant to the Plan shall be fifty thousand (50,000). The Committee may adjust such number and the exercise price of Options granted hereunder to effect a change in capitalization of the Company, such as a stock dividend, stock split, reverse stock split, share combination, exchange of shares, merger, consolidation, reorganization, liquidation, or the like, of or by the Company. 5.3 If any outstanding Option for any reason expires or is terminated prior to the expiration date of the Plan, the shares of Common Stock allocable to the unexercised portion thereof may again be offered under the Plan. 6. THE GRANT OF OPTIONS. Options granted hereunder shall be evidenced by written stock option agreements containing such terms and provisions as are recommended and approved from time to time by the Committee but subject to and not more favorable than the terms of the Plan. The Committee may, from time to time, require additional terms which the Committee deems necessary or advisable. The Company shall execute stock option agreements upon instruction from the Committee. 7. MAXIMUM AMOUNT OF STOCK SUBJECT TO OPTIONS. The aggregate fair market value (determined at the time the Option is granted) of the Common Stock with respect to which incentive stock options are exercisable for the first time by any employee during any calendar year (under all such plans of the Company) shall not exceed one hundred thousand dollars ($100,000.00). 8. OPTION EXERCISE PRICE. The purchase price of Common Stock subject to an Option granted pursuant to the Plan shall be determined by the Committee on the date of the grant. The price shall not be less than the greater of: (a) The fair market value of the Common Stock on the date of the grant of the option; or (b) The par value of the Common Stock subject to the option. The Committee shall determine the fair market value of the Common Stock on the date of the grant and shall set forth the determination in its minutes. The fair market value of the Common Stock shall be determined without regard to any restriction other than a restriction which, by its terms, will never lapse. 9. EXERCISE OF OPTION 9.1 The term of each Option shall not be more than ten (10) years from the date of the granting hereof. 9.2 An Option may be exercised in installments as may be determined by the Committee at the date of the grant. 9.3 An Option may not be exercised, nor may shares be issued pursuant to the exercise of an Option if any requisite action, approval or consent of any governmental authority of any kind having jurisdiction over the exercise of the Option shall not have been taken or granted. 10. PAYMENT 10.1 Full payment for shares purchased upon the exercise of an Option shall be made at the time of exercise. No shares shall be issued until full payment has been made and a Participant shall have none of the rights of a stockholder until shares are issued to him. Any federal, state or local taxes required to be paid or withheld at the time of exercise shall also be paid or withheld in full prior to any delivery of shares upon exercise. 10.2 Payment may be made in cash, shares of Common Stock then owned by the Participant, or in any other form of valid consideration or a combination of any of the foregoing as required by the Committee in its discretion. Shares tendered in payment of the exercise price of any options may be reissued to the Participant who tendered the shares as part of the shares issuable upon exercise of other Options granted from time to time pursuant to the Plan. 11. TIME OF GRANTING OF OPTION. The grant of an Option pursuant to the Plan shall occur only when a written option agreement shall have been duly executed and delivered by or on behalf of the Company to the Participant. Such Option shall not be effective unless granted within ten (10) years from the date this Plan is adopted by the Board of Directors of the Company or the date this Plan is approved by the stockholders of the Company, whichever is earlier. 12. NON-TRANSFERABILITY OF OPTIONS. Options granted under the Plan shall not be transferable otherwise than by will or the laws of descent and distribution and may not be exercised during the lifetime of the Participant except by such participant. 13. RIGHTS IN THE EVENT OF DEATH OF PARTICIPANT. If a Participant dies prior to termination of his rights to exercise an Option in accordance with the provisions of the option agreement without having exercised his Option as to all shares covered thereby, the Option may be exercised to the extent of the shares with respect to which the Option could have been exercised on the date of the Participant's death by the Participant's estate or a person who acquired the right to exercise the option by bequest or inheritance or by reason of the death of the Participant, provided the period during which the Option may be so exercised shall not continue beyond ten (10) years from the date of grant of the Option or one (1) year from the date of the Participant's death, whichever date comes first. 14. NOTICE UPON DISPOSITION. Participants shall immediately notify the Company upon sale of any Common Stock acquired pursuant to the exercise of an Option granted under the Plan if such sale shall occur within two (2) years from the date of the grant of the Option, or one year from the date of the exercise of the Option. 15. STOCK PURCHASED FOR INVESTMENT. At the discretion of the Committee, any option agreement may provide that the Option holder shall, by accepting an Option, represent and agree on behalf of himself and his transferees by will or the laws of descent and distribution that all shares of Common Stock purchased upon the exercise of the Option will be acquired for investment and not for resale or distribution, and that upon each exercise of any portion of an Option, the person entitled to exercise the same shall furnish evidence satisfactory to the Company (including a written and signed representation) to the effect that the shares are being acquired in good faith and for investment and not for resale or distribution. A "restrictive legend" will be affixed to all share certificates issued upon exercise of an option granted pursuant to the Plan. 16. TERMINATION OF OPTION RIGHTS AND AWARDS. The Committee may provide for the termination of Options granted hereunder in the case of a Participant's termination of employment with the Company for the cause of defalcation, theft, embezzlement, falsification of records with intent to defraud or any act involving moral turpitude or crime constituting a felony. Upon such termination of employment, the Participant's rights to exercise any Options granted pursuant to the Plan shall cease. 17. AMENDMENT OR DISCONTINUATION. The Plan may be amended, altered or discontinued by the Board of Directors of the Company without the approval of the stockholders, except: (a) The Board of Directors shall not have the power or authority to change the employees or class of employees who are eligible to participate or the aggregate number of shares which may be issued pursuant to the exercise of the Options; (b) The Board of Directors shall not have the power or authority to withdraw the administration of the Plan from the Committee; (c) The Board of Directors shall not have power or authority to decrease the minimum option price, extend the maximum option period or extend the term of the Plan; (d) The Board of Directors shall not have the power or authority to adversely affect any rights previously granted to any Participant thereunder, nor will the termination of the Plan affect benefits theretofore granted to any participant. In the event any law, or any rule or regulation issued or promulgated by the Internal Revenue Service, Securities and Exchange Commission, National Association of Securities Dealers, Inc., any stock exchange upon which the Common Stock is listed for trading or other governmental or quasi-governmental agency having jurisdiction over the Company, its Common Stock or the Plan requires the Plan to be amended, the plan will be amended at the time and all Options then outstanding will be subject to such amendment. 18. QUALIFICATIONS. All provisions of Section 422 of the Internal Revenue Code of 1954, as amended, and all other applicable provisions of the Internal Revenue Code and regulations thereunder that are required in order to qualify the Options as Incentive Stock Options are incorporated by reference herein to the extent not already contained herein and in each Option issued pursuant to the provisions hereof. 19. TERMINATION. Unless sooner terminated by action of the Board of Directors of the Company, the Plan shall terminate on January 20, 2003, and no Options may be granted pursuant to the Plan after such date. 20. EFFECTIVENESS. The Plan shall not be effective until approved at the next regular or special meeting of the Company's stockholders and will be effective immediately upon said approval. EX-4.3 4 1995 NON-EMPLOYEE DIRECTOR STOCK PLAN EXHIBIT 4.3 1995 NON-EMPLOYEE DIRECTOR STOCK PLAN OF AMQUEST FINANCIAL CORP. 1. DEFINITIONS. 1.1 "Director Stock Plan" means the 1995 Non-Employee Director Stock Plan of AmQuest Financial Corp. 1.2 "Committee" means the Director Stock Option Committee of the Board of Directors of the Company. 1.3 "Company" means AmQuest Financial Corp., an Oklahoma Corporation, and all of its present and future subsidiaries. 1.4 "Non-Employee Directors" means persons who are serving as directors of the Company, or a subsidiary of the Company other than full time employees who are compensated for such employment by a regular salary. 1.5 "Community Development Board Members" means persons who are appointed as such by the Board of Directors of the Company or a subsidiary of the Company other than full time employees of the Company or a subsidiary of the Company who are compensated for such employment by a regular salary. There shall be excluded from this definition those persons who are appointed as Community Development Emeritus Board Members. 1.6 "Community Development Emeritus Board Members" means persons who are appointed as such by the Board of Directors of the Company or a subsidiary of the Company other than full time employees of the Company or a subsidiary of the Company who are compensated for such employment by a regular salary. 1.7 "Common Stock" means shares of Common Stock of AmQuest Financial Corp. having a par value of one dollar and sixty seven cents ($1.67) per share. 1.8 "Option" means the option to purchase shares of Common Stock granted pursuant to the Director Stock Plan which is not intended to be and will not be treated as an Incentive Stock Option as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended from time to time. 1.9 "Participant" means a Non-Employee Director or a Community Development Board Member or a Community Development Emeritus Board Member who accepts an Option, or the estate, personal representative or beneficiary of such Participant having the right to exercise an Option pursuant to the provisions of any such Option. 2. PURPOSE. The Director Stock Plan is intended to promote the interest of the Company by affording Non-Employee Directors, Community Development Board Members and Community Development Emeritus Board Members an opportunity to acquire a proprietary interest in the Company in order to attract and retain Non-Employee Directors, Community Development Board Members and Community Development Emeritus Board Members, to provide them with long term financial incentives to increase the value of the Company, to encourage stock ownership by Non-Employee Directors, Community Development Board Members and Community Development Emeritus Board Members and to provide them with a stake in the future of the Company which corresponds to the stake of each of the Company's Shareholders. 3. ADMINISTRATION. 3.1 The Director Stock Option Committee shall consist of not less than three (3) members of the Board of Directors of the Company and members thereof shall be appointed by and serve at the pleasure of the Board of Directors of the Company. 3.2 The Director Stock Plan shall be administered by the Committee which shall, among other things, interpret the Director Stock Plan, prescribe such rules, regulations and procedures and take or cause to be taken such additional actions in connection with the operation of the Director Stock Plan as the Committee shall deem necessary or advisable for the administration of the Director Stock Plan. The Committee may from time to time, rescind, amend and modify its rules and regulations. 4. ELIGIBILITY. 4.1 The Committee may, from time to time, select which, if any, class or classes of eligible persons, i.e. Non-Employee Directors of the Company, Non- Employee Directors of a subsidiary of the Company, Community Development Board Members or Community Development Emeritus Board Members, should be granted Options and upon the grant of such Options the recipients shall become Participants in the Director Stock Plan. 4.2 The number of shares of Common Stock subject to any Option granted pursuant to the Director Stock Plan shall be determined by the Committee but in all events: (a) Each Non-Employee Director of the Company shall receive an Option to purchase the same number of shares of Common Stock; and (b) Each Non-Employee Director of a subsidiary of the Company shall receive an Option to purchase the same number of shares of Common Stock; and (c) Each Community Development Board Member shall receive an Option to purchase the same number of shares of Common Stock. (d) Each Community Development Emeritus Board Member shall receive an Option to purchase the same number of shares of Common Stock. Provided, (i) the number of shares covered by an Option granted to each member of one of the above classes is not required to be the same as the number of shares covered by an Option granted a member of any other class; and (ii) the number of shares covered by an Option granted to each Non-Employee Director of each subsidiary of the Company is not required to be the same. 4.3 The term of each Option shall be fixed by the Committee subject to the following: (a) The term of each Option shall not be more than ten (10) years from the date of the granting of the Option. (b) Notwithstanding the term stated in the Option Agreement entered into with respect to the Option the Option shall expire no later than one (1) year after the (i) death of the participant; or (ii) disability within the meaning of Section 22(e) (3) of the Internal Revenue Code of 1986 as amended of the Participant; or (iii) retirement of the Participant; and not later than six (6) months after the Participant ceases to serve as a Director or a Community Development Board Member or a Community Development Emeritus Board Member, as applicable, for any reason other than death, disability or retirement. 4.4 Participants may be granted more than one Option under the Director Stock Plan and the grant of an Option will not affect any outstanding Option previously granted to a Participant under Director Stock Plan. 5. NUMBER OF SHARES AVAILABLE FOR OPTIONS. 5.1 The shares of Common Stock subject to Options granted pursuant to the Director Stock Plan shall be either shares of authorized but unissued Common Stock or shares of Common Stock reacquired by the Company. Shares that by reason of the expiration of an Option, or for any other reason, are no longer subject to purchase pursuant to an Option granted under the Director Stock Plan and shares from time to time tendered in payment of the exercise price of Options, may be made subject to additional Options granted pursuant to the Director Stock plan. 5.2 The maximum aggregate number of shares of Common Stock that may be issued from time to time pursuant to the exercise of Options granted pursuant to the Director Stock Plan shall be one hundred and fifty thousand (150,000). In the event there is any change in the Common Stock by reason of any dividend or other distribution, recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange, or other similar corporate transaction or events, the number and kind of shares which may be delivered and the exercise price shall be appropriately adjusted by the Committee at the time of such event. 5.3 If any outstanding Option for any reason expires or is terminated prior to the expiration date of the Director Stock Plan, the shares of Common Stock allocable to the unexercised portion thereof may again be offered under the Director Stock Plan. 6. THE GRANT OF OPTIONS. The Options granted hereunder shall be evidenced by written stock option agreements containing such terms and provisions as are recommended and approved from time to time by the Committee but subject to and not more favorable than the terms of the Director Stock Plan. The Committee may, from time to time, require additional terms which the Committee deems necessary or advisable. The Company shall execute stock option agreements upon instruction from the Committee. 7. OPTION EXERCISE PRICE. The purchase price of Common Stock subject to an Option granted pursuant to the Director Stock Plan shall be determined by the Committee on the date of the grant. The price shall not be less than the greater of: (a) The fair market value of the Common Stock on the date of the grant of the Option; or (b) The par value of the Common Stock subject to the Option. The Committee shall determine the fair market value of the Common Stock on the date of the grant and shall set forth the determination in its minutes. The fair market value of the Common Stock shall be determined without regard to any restriction other than a restriction which, by its terms, will never lapse. 8. EXERCISE OF OPTION. 8.1 An Option may be exercised at any time in whole or in part as may be determined by the Committee at the date of the grant, but if in part, in an amount equal to at least one hundred (100) shares or, if less, the number of shares remaining to be exercised under the Option. 8.2 An Option may not be exercised, nor may shares be issued pursuant to the exercise of an Option if any requisite action, approval or consent of any governmental authority of any kind having jurisdiction over the exercise of the Option shall not have been taken or granted. 9. PAYMENT. 9.1 Full payment for shares purchased upon the exercise of an Option shall be made at the time of exercise. No shares shall be issued until full payment has been made and a Participant shall have none of the rights of a stockholder until shares are issued to him. Any federal, state or local taxes required to be paid or withheld at the time of exercise shall also be paid by the Participant to the Company or withheld from other compensation due Participant from the Company in full prior to any delivery of shares upon exercise. 9.2 Payment may be made in cash, shares of Common Stock owned by the Participant for a period of six (6) months immediately prior to tender, or in any other form of valid consideration or a combination of any of the foregoing as required by the Committee in its discretion. Any shares of Common Stock which are tendered shall be valued at their fair market value on the date of tender. Shares tendered in payment of the exercise price of any Options may be reissued to the Participant who tendered the shares as part of the shares issuable upon exercise of other Options granted from time to time pursuant to the Director Stock Plan. 10. TIME OF GRANTING OF OPTION. The grant of an Option pursuant to the Director Stock Plan shall occur only when a written option agreement shall have been duly executed and delivered by or on behalf of the Company to the Participant. Such Option shall not be effective unless granted within ten (10) years from the date this Director Stock Plan is adopted by the Board of Directors of the Company or the date this Director Stock Plan is approved by the stockholders of the Company, whichever is earlier. 11. NON-TRANSFERABILITY OF OPTIONS. Options granted under the Director Stock Plan shall not be transferable otherwise than by will or the laws of descent and distribution and may not be exercised during the lifetime of the Participant except by such Participant. If a Participant dies prior to termination of his rights to exercise an Option in accordance with the provisions of the option agreement without having exercised his Option as to all shares covered thereby, the Option may be exercised to the extent of the shares with respect to which the Option could have been exercised on the date of the Participant's death by the Participant's estate or person who acquired the right to exercise the Option by bequest or inheritance or by reason of the death of the Participant provided that the Option is exercised during the period required by the written option agreement and within one (1) year from the Participant's date of death. 12. VALUE OF COMMON STOCK ON DATE OF EXERCISE OF OPTION. The value of the Common Stock subject to an Option shall be determined by the Committee as of the date of the exercise of the Option. Such value shall not be less than the fair market value as determined by the Committee of the Common Stock on the date of the exercise of the Option. 13. STOCK PURCHASED FOR INVESTMENT. At the discretion of the Committee, any option agreement may provide that the Option holder shall, by accepting an Option, represent and agree on behalf of himself and his transferees by will or the laws of descent and distribution that all shares of Common Stock purchased upon the exercise of the Option will be acquired for investment and not for resale or distribution, and that upon each exercise of any portion of an Option, the person entitled to exercise the same shall furnish evidence satisfactory to the Company (including a written and signed representation) to the effect that the shares are being acquired in good faith and for investment and not for resale or distribution. The Company shall not be required to register any Common Stock issued pursuant to the exercise of an Option. A "restrictive legend" will be affixed to all share certificates issued upon exercise of an option granted pursuant to the Director Stock Plan. 14. AMENDMENT OR DISCONTINUATION. The Director Stock Plan may be amended, altered or discontinued by the Board of Directors of the Company without the approval of the stockholders, except: (a) The Board of Directors shall not have the power or authority to change the individuals or the class of individuals who are eligible to participate or the aggregate number of shares which may be issued pursuant to the exercise of the Options; (b) The Board of Directors shall not have the power or authority to withdraw the administration of the Director Stock Plan from the Committee; (c) The Board of Directors shall not have the power or authority to decrease the minimum option price, extend the maximum option period or extend the term of the Director Stock Plan; (d) The Board of Directors shall not have the power or authority to adversely affect any rights previously granted to any Participant thereunder, nor will the termination of the Director Stock Plan affect benefits theretofore granted to any Participant. In the event any law, or any rule or regulation issued or promulgated by the Internal Revenue Service, Securities and Exchange Commission, National Association of Securities Dealers, Inc., any stock exchange upon which the Common Stock is listed for trading or other governmental or quasi-governmental agency having jurisdiction over the Company, its Common Stock or the Director Stock Plan requires the Director Stock Plan to be amended, the Director Stock Plan will be amended at the time and all Options then outstanding will be subject to such amendment. 15. TERMINATION. Unless sooner terminated by action of the Board of Directors of the Company, the Director Stock Plan shall terminate on March 30, 2005 and no Options may be granted pursuant to the Director Stock Plan after such date. 16. EFFECTIVENESS. The Director Stock Plan shall not be effective until approved at the next regular or special meeting of the Company's stockholders and will be effective immediately upon said approval. EX-5.1 5 OPINION OF DAY, EDWARDS TO LEGALITY OF STOCK EXHIBIT 5.1 [Letterhead of Day, Edwards, Federman, Propester & Christensen, P.C.] September 30, 1998 BancFirst Corporation 101 N. Broadway Suite 200 Oklahoma City, OK 73102 RE: BancFirst Corporation Stock Option Plan; Registration Statement on Form S-8 Gentlemen: We have acted as counsel to BancFirst Corporation, an Oklahoma corporation (the "Company"), in connection with the proposed registration by the Company of 116,461 shares of the Company's $1.00 par value common stock (the "Shares") issuable to eligible employees and non-employee directors of the AmQuest Financial Corp. ("AmQuest") under the 1998 Incentive Stock Option Plan of Security Corporation, the 1993 Incentive Stock Option Plan of Security Corporation and the 1995 Non-Employee Directors' Stock Option Plan of AmQuest, all of which have been assumed by the Company pursuant to the Merger Agreement dated May 6, 1998, between the Company and AmQuest (collectively, the "Plans"). The Shares are being registered pursuant to that certain Registration Statement on Form S-8 filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, as such Registration Statement may be subsequently amended or supplemented (the Registration Statement, as amended or supplemented, is hereinafter referred to as the "Registration Statement"). In connection therewith, we have examined and relied upon the original, or copies certified to our satisfaction, of (i) the Certificate of Incorporation and the Bylaws of the Company, each as amended; (ii) minutes and records of the corporate proceedings of the Company with respect to the Shares; (iii) the Plans; and (iv) such other documents and instruments as we have deemed necessary for the expression of the opinion contained herein. In making the foregoing examinations, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies. As to various questions of fact material to this opinion and as to the content and form of the Certificate of Incorporation, Bylaws, minutes, records, resolutions and other documents or writings of the Company, we have relied, to the extent we deem appropriate, upon representations or certificates of officers or directors of the Company and upon documents, records and instruments furnished to us by the Company, without independent review or verification of their accuracy. Based upon the foregoing, and having due regard for such legal considerations as we deem relevant, we are of the opinion that the Shares issuable upon exercise according to the terms of the Plans are validly authorized and, when issued in accordance with the terms of the Plan, and assuming no change in the law or facts as exist as of the date hereof, will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5.1 to the Registration Statement. Very truly yours, DAY, EDWARDS, FEDERMAN, PROPESTER & CHRISTENSEN, P.C. EX-23.1 6 CONSENT OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 30, 1998 and March 27, 1996 appearing in BancFirst Corporation's Annual Report on Form 10-K for the year ended December 31, 1997. PricewaterhouseCoopers LLP Oklahoma City, OK September 29, 1998 -----END PRIVACY-ENHANCED MESSAGE-----