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ZIONS BANCORPORATION 2005 STOCK OPTION AND INCENTIVE PLAN PERFORMANCE RESTRICTED STOCK AWARD AGREEMENT

Option Agreement

ZIONS BANCORPORATION 2005 STOCK OPTION AND INCENTIVE PLAN PERFORMANCE RESTRICTED STOCK AWARD AGREEMENT | Document Parties: ZIONS BANCORPORATION /UT/ You are currently viewing:
This Option Agreement involves

ZIONS BANCORPORATION /UT/

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Title: ZIONS BANCORPORATION 2005 STOCK OPTION AND INCENTIVE PLAN PERFORMANCE RESTRICTED STOCK AWARD AGREEMENT
Date: 2/27/2009
Industry: Regional Banks     Sector: Financial

ZIONS BANCORPORATION 2005 STOCK OPTION AND INCENTIVE PLAN PERFORMANCE RESTRICTED STOCK AWARD AGREEMENT, Parties: zions bancorporation /ut/
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EXHIBIT 10.50

ZIONS BANCORPORATION

2005 STOCK OPTION AND INCENTIVE PLAN

PERFORMANCE RESTRICTED STOCK AWARD AGREEMENT

This Restricted Stock 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 (the “Lapse Dates”); provided that Grantee has satisfied all of the provisions of Section 6 below.

4. Termination of Employment . In the event of Grantee’s Termination of Employment for any reason other than death of Disability, 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. Death or Disability . In the event of Grantee’s death or Disability during the term of this Agreement, the Grantee or his estate shall become vested in the Restricted Stock in an amount equal to the total grant of Restricted Shares multiplied by a fraction, the numerator of which is the number of full months elapsed between December 31, 2008 and the date of death or Disability, and the denominator of which is 48. Any shares of Restricted Stock which vest pursuant to the terms of this Section shall remain subject to the Conditions to Lapse of Transfer Restrictions in Section 5.


6. Conditions to Lapse of Transfer Restrictions .

6.1 Performance Targets. The lapse of transfer restrictions shall be contingent on the attainment by Amegy Bank of net income after tax of not less than the following periodic amounts (“Threshold NIAT Targets”) at the completion of each Measurement Period:

 

Measurement Period

  

Corresponding
Threshold
NIAT Target

  

Corresponding
Threshold
Cumulative

NIAT Target

1st year ending December 31, 2009

  

$

113,300,000

  

$

113,300,000

2nd year ending December 31, 2010

  

$

119,000,000

  

$

232,300,000

3rd year ending December 31, 2011

  

$

124,900,000

  

$

357,200,000

4th year ending December 31, 2012

  

$

131,100,000

  

$

488,300,000

In the event the Threshold NIAT Target has not been attained by Amegy Bank at the conclusion of any of the corresponding Measurement Periods ending on or before December 31, 2011, then the lapse of transfer restrictions with respect to any of the shares which would otherwise have been subject to the lapse of transfer restrictions on the next following Lapse Date, as set forth on Exhibit A, shall be deferred. If the Threshold Cumulative NIAT Target has been attained at the conclusion of any subsequent corresponding Measurement Period, then any previously deferred lapse of transfer restrictions shall be lifted. If the Threshold Cumulative NIAT Target has not been attained at the conclusion of the Measurement Period ending on December 31, 2012, then any shares still subject to transfer restrictions shall be forfeited, surrendered and cancelled without consideration and without any further action by Grantee.

For purposes of calculating Amegy Bank’s net income after tax, adjustments will be made in a manner consistent with those made for other incentive plans administered by the Committee (including the Amegy Bank Value Sharing Plan) or which, in the sole discretion of the Committee are necessary to reasonably and fairly compare changes in cumulative net income after tax during the four years ending December 31, 2012 with net income during the year ending December 31, 2008, which may include, without limitation, changes in policies with respect to capitalization, significant changes in inter-company expense or income allocation methodologies and other similar factors.

6.2 Tax Withholding . Prior to the lapse of transfer re


 
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