NOTE:
Restricted stock awards made to members of the Management Committee
(“Participants”) of U.S. Bancorp (the
“Company”) after April 17, 2007 will have the
terms and conditions set forth in each Participant’s award
summary (the “Award Summary”), which can be accessed on
the Citigroup/Smith Barney Benefit Access Website at
www.benefitaccess.com. The Award Summary may be viewed at any time
on this Website, and the Award Summary may also be printed out. In
addition to the individual terms and conditions set forth in the
Award Summary, each restricted stock award will have the terms and
conditions set forth in the form of Restricted Stock Award
Agreement below. As a condition of each restricted stock award,
Participant accepts the terms and conditions of the Award Summary
and the Restricted Stock Award Agreement.
U.S. BANCORP
RESTRICTED STOCK AWARD AGREEMENT
THIS
AGREEMENT sets forth the
terms and conditions of a restricted stock award of Common Stock
(the “Common Stock”), par value $0.01 per share, of the
Company granted to each Participant by the Company pursuant to its
2007 Stock Incentive Plan (the “Plan”).
The Company and
Participant agree as follows:
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1.
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Award
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Subject to the terms and conditions
of this Agreement, the Company grants to Participant a restricted
stock award of the number of shares of the Company’s Common
Stock (the “Shares”) set forth in Participant’s
Award Summary. The date of grant of such award (the “Grant
Date”) is also set forth in Participant’s Award
Summary.
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2.
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Vesting
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(a)
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Subject to the terms and conditions
of this Agreement, the Shares shall vest [insert vesting
schedule].
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(b)
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Notwithstanding the vesting
provision contained in Section 2(a) above, but subject to the other
terms and conditions of this Agreement, if Participant has been
continuously employed by the Company or any Affiliate of the
Company until the date of a Qualifying Termination (as defined
below), immediately upon such Qualifying Termination, Participant
shall be vested in all of the Shares granted in this Agreement. For
purposes of this Agreement, the following terms shall have the
following definitions:
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(i)
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“Affiliate” shall be
defined as defined in Rule 12b-2 promulgated under the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”).
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(ii)
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“Announcement Date”
shall mean the date of the public announcement of the transaction,
event or course of action that results in a Change in
Control.
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(iii)
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“Cause” shall mean
(A) the continued failure by Participant to substantially
perform Participant’s duties with the Company or any
Affiliate (other than any such failure resulting from
Participant’s
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Disability (as defined in
Section 4(b))), after a demand for substantial performance is
delivered to Participant that specifically identifies the manner in
which the Company believes that Participant has not substantially
performed Participant’s duties, and Participant has failed to
resume substantial performance of Participant’s duties on a
continuous basis, (B) gross and willful misconduct during the
course of employment (regardless of whether the misconduct occurs
on the Company’s premises), including, without limitation,
theft, assault, battery, malicious destruction of property, arson,
sabotage, embezzlement, harassment, acts or omissions which violate
the Company’s rules or policies (such as breaches of
confidentiality), or other conduct which demonstrates a willful or
reckless disregard of the interests of the Company or its
Affiliates or (C) Participant’s conviction of a crime
(including, without limitation, a misdemeanor offense) which
impairs Participant’s ability substantially to perform
Participant’s duties with the Company.
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(iv)
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“Change in Control”
shall mean any of the following occurring after the date of this
Agreement:
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(A)
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The
acquisition by any Person (as defined in Section 2(b)(vi)) 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 (the “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 which complies with clause
(i), (ii) or (iii) of this clause (A); or
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(B)
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Individuals who, as of the Grant
Date, constitute the Company’s 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 date of this
Agreement 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
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2
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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 2(b)(iv)(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
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(C)
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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
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