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EXHIBIT 10.2
ZIONS
BANCORPORATION
2005 STOCK OPTION AND
INCENTIVE PLAN
RESTATED STANDARD
RESTRICTED STOCK AWARD AGREEMENT
This Restricted Stock Option
Award Agreement (this “ Agreement ”) is
made and entered into as of the date set forth on Exhibit A (the
“ Grant Date ”) by and between Zions
Bancorporation, a Utah corporation (the “
Company ”), and the person named on Exhibit A
(the “ Grantee ”) pursuant to the
Company’s 2005 Stock Option and Incentive Plan (the “
Plan ”). Capitalized terms not defined in this
Agreement have the meanings ascribed to them in the
Plan.
1. Grant of Restricted
Stock . Pursuant and subject to the Plan and this
Agreement, the Company hereby grants to Grantee the number of
shares (the “Restricted Stock” ) of the
Company’s Common Stock (the “Common
Stock” ) set forth on Exhibit A. Grantee’s
ownership of and rights with respect to the Restricted Stock are
limited by the terms and conditions of the Plan and this Agreement,
including restrictions on Grantee’s right to transfer the
Restricted Stock and Grantee’s obligation to forfeit and
surrender the Restricted Stock upon the occurrence of certain
circumstances.
2. Transfer
Restriction . Until lapse of the transfer restriction, the
Restricted Stock may not be sold, assigned, transferred, pledged or
otherwise encumbered or disposed of except as specifically provided
in the Plan or this Agreement. Additional shares of Common Stock or
other property distributed to the Grantee in respect of the
Restricted Stock, as dividends or otherwise, shall be subject to
the same restrictions applicable to the Restricted Stock (the term
“Restricted Stock” shall also be deemed to include such
other shares and property). The Restricted Stock shall be held by
the Company in escrow for so long as the Restricted Stock is
subject to transfer restrictions under this Section 2 and the
Plan. The Company may direct its stock transfer agent to legend or
place a stop transfer order on the Restricted Stock and any
certificate issued evidencing shares of the Restricted Stock shall
remain in the possession of the Company until such shares are free
of any restriction specified in the Plan or this
Agreement.
3. Lapse of Transfer
Restrictions . The transfer restrictions set forth in
Section 2 above shall lapse on the dates set forth on Exhibit
A; provided that Grantee has satisfied all applicable tax
withholding obligations as provided in Section 5.1 below and
the conditions of Sections 5.2 through 5.4 below have been
satisfied.
4. Termination of
Employment . In the event of Grantee’s Termination of
Employment for any reason, shares of Restricted Stock that remain
subject to transfer restrictions as of the date of such termination
shall immediately and automatically be forfeited, surrendered and
canceled without consideration and without any further action by
Grantee.
5. Conditions to Lapse
of Transfer Restrictions .
5.1 Tax Withholding .
Prior to the lapse of transfer restriction on the Restricted Stock,
Grantee must pay, or otherwise provide for to the satisfaction of
the Company, any applicable federal or state withholding
obligations of the Company. Unless the Committee permits otherwise,
or Grantee makes the election provided for below, Grantee shall
provide for payment of withholding taxes upon lapse of the transfer
restriction by hereby allowing and directing the Company to retain
shares of Restricted Stock with a Fair Market Value (determined as
of the date of exercise) equal to the statutory minimum amount of
taxes required to be withheld. In such case, the Company shall
issue the net number of shares of Restricted Stock to the Grantee
by deducting the shares retained from the total number of shares of
Restricted Stock that are no longer subject to transfer
restrictions.
Grantee may elect to pay for
taxes by depositing funds into their brokerage account prior to
vesting and directing the Company to use said funds to cover the
statutory minimum amount of taxes required to be withheld
(determined by the Fair Market Value on vesting date). This
election must be made eight days prior to vesting or the Company
will default to retaining shares of Restricted Stock as stated
above.
5.2 Compliance with
Laws . The transfer restrictions set fourth in Section 2
above shall not lapse unless such lapse and the issuance or
releas
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