2005 OUTSIDE DIRECTORS DEFERRED COMPENSATION PLAN

Executive Compensation Plan Agreement

You are currently viewing:

This Executive Compensation Plan Agreement involves

U.S. BANCORP

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.

Title: 2005 OUTSIDE DIRECTORS DEFERRED COMPENSATION PLAN
Governing Law: Minnesota Date: 12/21/2005
Industry: Money Center Banks Sector: Financial

2005 OUTSIDE DIRECTORS DEFERRED COMPENSATION PLAN, Parties: u.s. bancorp

EXHIBIT 10.1

U.S. BANCORP
2005 OUTSIDE DIRECTORS DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS


			Page
ARTICLE I DEFINITIONS				1
	1.1	Definitions		1
	1.2	Number and Gender		5

ARTICLE II PARTICIPATION BY SELECTED EMPLOYEES				6
	2.1	Participation		6
	2.2	Cessation of Active Participation		6

ARTICLE III ANNUAL DEFERRALS				7
	3.1	Deferral Election		7
	3.2	Effective Date of Deferral		8

ARTICLE IV ACCOUNTS				9
	4.1	Establishment of Deferred Compensation Accounts		9
	4.2	Crediting/Debiting of Account		9

ARTICLE V DISTRIBUTIONS				12
	5.1	In General		12
	5.2	Hardship Distributions		12
	5.3	Distributions to Incompetents		12
	5.4	Court Ordered Distributions		13
	5.5	Method of Payment		13
	5.6	Distribution for Code Section 409A Violation		14
	5.7	Distribution Upon Plan Termination		14
	5.8	Valuation of Distributions		15
	5.9	Right to Withhold Taxes		15
	5.10	Timing of Actual Distributions		15
	5.11	Limitations on Distribution		16

ARTICLE VI BENEFICIARIES				17
	6.1	Beneficiary Designation		17
	6.2	No Beneficiary Designation		17

ARTICLE VII FUNDING AND PARTICIPANT’S INTEREST				18
	7.1	Plan Unfunded		18
	7.2.	Interests of Participants Under the Plan		18

ARTICLE VIII ADMINISTRATION AND INTERPRETATION				19
	8.1	Administration		19

- i -


			Page
	8.2	Interpretation		19
	8.3	Records and Reports		19
	8.4	Payment of Expenses		20
	8.5	Indemnification for Liability		20
	8.6	Claims Procedure		20

ARTICLE IX AMENDMENT AND TERMINATION				21
	9.1	In General		21
	9.2	Termination After Change in Control		21

ARTICLE X MISCELLANEOUS PROVISIONS				22
	10.1	Information to be Furnished by Participants and Beneficiaries and Inability to Locate		22
	10.2	Right of the Company to Take Employment Actions		22
	10.3	No Alienation of Assignment of Benefits		22
	10.4	Construction		23
	10.5	Headings		23
	10.6	Agent for Legal Process		23
	10.7	Tax Treatment		23

APPENDIX A LIST OF AFFILIATES				A-1

APPENDIX B MEASUREMENT FUNDS				B-1

- ii -

U.S. BANCORP
2005 OUTSIDE DIRECTORS DEFERRED COMPENSATION PLAN

U.S. Bancorp currently maintains the U.S. Bancorp Corporation Deferred Compensation Plan (formerly known as the Firstar Corporation Deferred Compensation Plan and the Star Banc Corporation Deferred Compensation Plan) for the benefit of its and its Affiliates’ (as hereinafter defined) eligible executive employees and outside directors, the Firstar Corporation Directors’ Deferred Compensation Plan for the benefit of U.S. Bancorp’s and its Affiliates’ directors and such other deferred compensation plans or arrangements designated by the Committee (as defined herein) and in effect and not otherwise listed above (collectively, such plans being referred to as the “Prior Plans,” and individually, a “Prior Plan”) and the U.S. Bancorp Outside Directors Deferred Compensation Plan. The purpose of this Plan is, in part, to consolidate the benefits accrued under all Prior Plans not consolidated under the U.S. Bancorp Outside Directors Deferred Compensation Plan for directors of U.S. Bancorp and its Affiliates into a single deferred compensation plan, and any benefits provided under this Plan shall be in lieu of any benefits accrued under any of the Prior Plans. This Plan shall be unfunded for tax purposes and for purposes. This Plan shall be effective as of January 1, 2005.

ARTICLE I

DEFINITIONS

1.1 Definitions . Whenever the following initially capitalized words and phrases are used in this Plan, they shall have the meanings specified below unless the context clearly indicates otherwise:

(1) The term “Affiliate” (a) shall mean any corporation, limited liability company, partnership or other entity designated by the Board or Committee as an affiliate of the Company and (b) automatically shall include any “Affiliate,” as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the first sentence of Section 1.1(6), clause (b) shall not apply.

(2) The term “Affiliated Group” shall mean the Company and each of its Affiliates that is described in Appendix A and has adopted this Plan. To the extent required by Code Section 409A and the regulations and administrative guidance issued thereunder, “Affiliated Group” shall mean the Company and any other corporation, limited liability company, partnership or other entity or person with whom the Company would be considered a single employer under Code Section 414(b) and/or Code Section 414(c).

(3) The term “Beneficiary” shall mean such person or legal entity as may be designated by a Director or a Participant in accordance with Article VI or otherwise entitled under Section 6.1 to receive benefits hereunder upon the death of such Participant.

(4) The term “Benefit Commencement Date,” with respect to a Participant, shall mean the first Valuation Date following the earlier of his Retirement or Termination of Services with the Affiliated Group.

(5) The term “Board” or “Board of Directors” shall mean the Board of Directors of the Company.

(6) The term “Change in Control” shall mean a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the Company’s assets but only if such change satisfies the requirements of Code Section 409A(a)(2)(A)(v) and the regulations and administrative guidance issued thereunder. Notwithstanding the foregoing to the contrary, for purposes of Section 9.2, “Change in Control” shall mean any of the following occurring after the Effective Date:

(a)

The acquisition by any Person (as defined in Section 1.1(6)(e)(2)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of either (1) the then outstanding shares of Common Stock (as defined in Section 1.1(6)(e)(1)) (the

- 1 -

			“Outstanding Company Common Stock”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided , however , that, for purposes of this clause (a), the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by a subsidiary of the Company or any employee benefit plan (or related trust) sponsored or maintained by the Company or a subsidiary of the Company (a “Company Entity”) or (iv) any acquisition by any corporation pursuant to a transaction that complies with clause (i), (ii) or (iii) of this clause (a); or

	(b)		Individuals who, as of the Effective Date, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors (except as a result of the death, retirement or disability of one or more members of the Incumbent Board); provided , however , that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, (1) any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board, (2) any director designated by or on behalf of a Person who has entered into an agreement with the Company (or which is contemplating entering into an agreement) to effect a Business Combination (as defined in Section 1.1(6)(c) with one or more entities that are not Company Entities or (3) any director who serves in connection with the act of the Board of Directors of increasing the number of directors and filling vacancies in connection with, or in contemplation of, any such Business Combination; or

	(c)		Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock or the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that, as a result

- 2 -

			of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any Company Entity or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 35% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (3) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination; or

	(d)		Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

	(e)		For purposes of this Section 1.1(6) and to the extent not inconsistent with the requirements of Code Section 409A, the following definitions shall apply:

	(1)		“Common Stock” shall mean the common stock of the Company.

	(2)		“Person” shall be defined as defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act.

(7) The term “Code” shall mean the Internal Revenue Code of 1986, as amended.

(8) The term “Committee” shall mean the Compensation Committee of the Board or any other Committee of the Board designated by the Board to administer the Plan.

(9) The term “Company” shall mean U.S. Bancorp or any successor thereto.

(10) The term “Deferrals” shall mean that portion of the Director’s or Participant’s Eligible Director’s Compensation that the Director or Participant voluntarily and irrevocably elects to defer pursuant to Section 3.1 of the Plan in accordance with a Deferred Compensation Agreement.

(11) The term “Deferred Compensation Account” shall mean the recordkeeping account established by the Company for each Participant to which his Deferrals are credited and from which distributions to the Participant or to his Beneficiary are made.

- 3 -

(12) The term “Deferred Compensation Account Balance” or “Account Balance” shall mean, with respect to a Participant, the total amount credited to that Participant’s Deferred Compensation Account. The “Deferred Compensation Account Balance” or “Account Balance” shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of amounts to be paid to a Participant, or such Participant’s Beneficiary, under the Plan.

(13) The term “Deferred Compensation Agreement” shall mean a document (or documents) as provided from time to time by the Company or the Committee pursuant to which a Director voluntarily enrolls as a Participant under the Plan and irrevocably elects to defer the eligible portion of his Eligible Director’s Compensation and pursuant to Section 3.1 of the Plan. In the case of a Prior Plan Participant (as defined in Section 2.1), “Deferred Compensation Agreement” shall mean a document (or documents) as provided from time to time from the Company or Committee pursuant to which such Participant elects to transfer his accrued benefit under each of the Prior Plans to this Plan and to look solely to this Plan in satisfaction of the Company’s obligation under this Plan and any Prior Plan.

(14) The term “Director” shall mean a member of the Board who is not an Employee.

(15) The term “Director’s Compensation,” with respect to a Director or a Participant, shall mean the director fees that would have been received by the Director or Participant from the Affiliated Group for services rendered as a Director but for any deferral election under this Plan.

(16) The term “Disability” shall mean a period of permanent disability during which the Participant would have qualified for permanent disability benefits under the Company’s long-term disability plan had the Participant been a participant in such a plan, as determined by the Committee in its sole discretion.

(17) The term “Effective Date” shall mean January 1, 2005.

(18) The term “Eligible Director’s Compensation,” with respect to a Director or Participant for any Plan Year, shall mean the portion of his Director’s Compensation for that Plan Year that is attributable to services performed during such Plan Year and after the effective date of any deferral election under Section 3.1 (determined in accordance with Section 3.2) concerning such Director’s Compensation.

(19) The term “Employee” shall mean a person who is treated by the Affiliated Group as a common law employee of the Affiliated Group.

(20) The term “Financial Hardship ,” with respect to a Participant, shall mean a severe financial hardship and unexpected need for cash resulting from a sudden and unexpected: (i) illness or accident of that Participant, the Participant’s spouse or the

- 4 -

Participant’s dependent (as defined in Code Section 152(a)); (ii) loss of such Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance); or such other similar extraordinary and unforeseeable circumstances or emergencies arising as a result of events beyond the control of such Participant, all as determined by the Committee based on all the relevant facts and circumstances and in accordance with the requirements of Code Section 409A(a)(2)(B)(ii)(I).

(21) The term “Participant” shall mean (a) a Director (i) who has elected to participate in the Plan and to defer the eligible portion of such Participant’s Eligible Director’s Compensation pursuant to an executed Deferred Compensation Agreement, and (ii) whose participation in the Plan has not been terminated and (b) any Director who becomes a participant under Section 2.1.

(22) The term “Plan” shall mean the U.S. Bancorp 2005 Outside Directors Deferred Compensation Plan.

(23) The term “Plan Year” shall mean a calendar year beginning each January 1 and ending each December 31.

(24) The term “Retirement,” “Retire(s)” or “Retired” shall mean termination of performing Director services with the Affiliated Group on or after attainment of age 65 for any reason other than death or Disability but only to the extent such Participant is determined by the Committee (or its designee) to have suffered a “separation from service” (within the meaning of Code Section 409A(a)(2)(A)(i) and the regulations and administrative guidance issued thereunder).

(25) The term “Shares” shall mean shares of common stock of the Company.

(26) The term “Termination of Services” shall mean the termination of services with the Affiliated Group as a Director, voluntarily or involuntarily, for any reason other than Retirement or death but only to the extent such Participant is determined by the Committee (or its designee) to have suffered a “separation from service” (within the meaning of Code Section 409A(a)(2)(A)(i) and the regulations and administrative guidance issued thereunder).

(27) The term “Valuation Date” shall mean each day on which the New York Stock Exchange is open for business.

1.2 Number and Gender . Whenever any words used herein are in the singular form, they shall be construed as though they were also used in the plural form in all cases where they would so apply, and references to the male gender shall be construed as applicable to the female gender where applicable, and vice versa.

- 5 -

ARTICLE II

PARTICIPATION BY SELECTED EMPLOYEES

2.1 Participation . Participation in the Plan is limited to Directors. A Director shall become a Participant in the Plan effective as of the date designated by the Board or Committee if he is then a Director but in no event before execution and delivery by such Director of a Deferred Compensation Agreement pursuant to Section 3.1 hereof and approval by the Committee (or its designee). Any Director who was a participant in any of the Prior Plans on December 31, 2004 (a “Prior Plan Participant”) shall become a participant in this Plan as of January 1, 2005 provided that such Participant has duly executed and delivered to the Committee by December 31, 2004 his or her Deferred Compensation Agreement.

2.2 Cessation of Active Participation . A Participant who (i) suffers a Termination of Services, Retires or dies, or (ii) ceases to be a Director shall immediately thereupon cease active participation in the Plan.

- 6 -

ARTICLE III

ANNUAL DEFERRALS

3.1 Deferral Election . (a) On or before December 31 of each calendar year, each Director may irrevocably elect, by completing and executing an appropriate Deferred Compensation Agreement and delivering it to the Committee (or its designee), to defer (a “deferral election”) under the Plan any portion up to 100% of such Director’s Eligible Director’s Compensation for the Plan Year immediately following such calendar year.

(b) In the case of a Director’s Plan Year in which such Director is first eligible to become a Participant in the Plan and has never participated in any other plan required to be aggregated with this Plan with respect to such Director under Code Section 409A and the applicable provisions of the regulations and administrative guidance issued thereunder, within thirty (30) days after the earliest date designated by the Board or Committee as of which such Director is first eligible to become a Participant in the Plan, each such Director, in lieu of making a deferral election in accordance with Section 3.1(a), may irrevocably elect by completing and executing an appropriate Deferred Compensation Agreement and delivering it to the Committee (or its designee), to defer (a “deferral election”) under the Plan any portion up to 100% of the portion of such Director’s Eligible Director’s Compensation for services performed immediately after the effective date of his or her deferral election to the end of the Plan Year. The determination of the portion of a Director’s Eligible Director’s Compensation for services performed immediately after the effective date of his deferral election to the end of the Plan Year shall be made in a manner not inconsistent with the requirements of Code Section 409A and the regulations and administrative guidance issued thereunder.

(c) Unless a Director’s deferral election meets the requirements of Section 3.1(a) or (b) above for the applicable Plan Year, no portion of such Director’s Eligible Director’s Compensation for that Plan Year shall be deferred under the Plan for that Plan Year. In addition, notwithstanding Sections 3.1(a) and (b) above, to the extent the amount of Deferrals attributable to Eligible Director’s Compensation of a Director for any Plan Year is expected to be less than $1,000.00, no portion of such Director’s Eligible Director’s Compensation for that Plan Year shall be deferred under the Plan.

- 7 -

3.2 Effective Date of Deferral . A Director’s deferral election under Section 3.1 with respect to such Director’s Eligible Director’s Compensation shall be effective and irrevocable upon (a) delivery (and approval) of an applicable Eligible Director’s Deferred Compensation Agreement to (by) the Committee (or its designee) and (b) expiration of the deadline for making such deferral election, as provided in Section 3.1.

- 8 -

ARTICLE IV

ACCOUNTS

4.1 Establishment of Deferred Compensation Accounts . For purposes of the Plan, the Company shall cause a separate Deferred Compensation Account to be established in the name of each Participant. Each Prior Plan Participant shall receive a credit to such Participant’s Deferred Compensation Account at the beginning of January 1, 2005 equal to the sum of the amounts credited to such Participant’s accounts under each Prior Plan on December 31, 2004 and such amounts shall be thereafter adjusted in accordance with Section 4.2 and administered in acc

SITE SEARCH

AGREEMENTS / CONTRACTS

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates