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:
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Corresponding
Threshold
NIAT Target
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Corresponding
Threshold
Cumulative
NIAT Target
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1st year ending December 31,
2009
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$
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113,300,000
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$
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113,300,000
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2nd year ending December 31,
2010
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$
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119,000,000
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$
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232,300,000
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3rd year ending December 31,
2011
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$
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124,900,000
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$
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357,200,000
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4th year ending December 31,
2012
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$
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131,100,000
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$
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488,300,000
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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