EXHIBIT 10.43
Addendum to Change in Control
Agreement
This Addendum sets forth certain
amendments to your Change in Control Agreement with Zions
Bancorporation (the “Change in Control Agreement”).
Section 409A of the Internal Revenue Code is a new tax law
provision that governs “non-qualified deferred compensation
arrangements” that could impose an additional tax and
penalties on some of the existing payments and benefits to which
you could become entitled under your Change in Control Agreement
unless we amend those entitlements before the end of 2008. The
purpose of this Addendum is to amend these entitlements to comply
with, or be exempt from, Section 409A.
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A.
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Timing of
Single-Trigger Change in Control Payment of Senior Management Value
Sharing Awards
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If a Change in Control event does
not qualify as a “change in control event” within the
meaning of Treas. Reg. 1.409A-3(i)(5)(i), then payment of any
Senior Management Value Sharing Awards will vest upon the Change in
Control and will be made on the first permissible payment event
under Section 409A following the Change in Control (e.g.
termination of employment, death or disability).
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B.
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Timing of
Double-Trigger Change in Control Payments
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Unless otherwise provided in your
Change in Control Agreement, any payments and benefits owed to you
in connection with the termination of your employment will be paid
to you in a lump sum within 30 days following the termination of
your employment.
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C.
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Timing of
Change in Control Payments to “Specified
Employees”
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Notwithstanding anything to the
contrary in this Agreement or elsewhere, if you are a
“specified employee” as determined pursuant to
Section 409A of the Code (“Section 409A) as of the date
of your “separation from service” (within the meaning
of Final Treasury Regulation 1.409A-1(h)) and if any payment or
benefit provided for in this Agreement or otherwise both
(x) constitutes a “deferral of compensation”
within the meaning of Section 409A and (y) cannot be paid
or provided in the manner
