Exhibit 10.1
NOTE:
Restricted stock unit awards made to nonemployee directors
(“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 stock award will have the terms and conditions
set forth in the form of Restricted Stock Unit Award Agreement
below. As a condition to each restricted stock unit award,
Participant accepts the terms and conditions of the Award Summary
and the Restricted Stock Unit Award Agreement.
U.S. BANCORP
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR DIRECTORS
THIS
AGREEMENT sets forth the terms and conditions of a restricted
stock unit award representing the right to receive shares 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:
1. Award .
Subject to the
terms and conditions of this Agreement, the Company grants to
Participant an award (the “Award”) of the number of
restricted stock units (the “Restricted Stock Units”)
set forth in Participant’s Award Summary. Each Restricted
Stock Unit represents the right to receive one share of Common
Stock, subject to the vesting requirements and distribution
provisions of this Agreement. The shares of Common Stock
distributable hereunder to Participant are referred to as the
“Shares,” and the “Award Date” means the
date of grant of the Award as set forth in Participant’s
Award Summary.
2. Vesting and Forfeiture .
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(a) |
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Except as otherwise expressly provided in this Agreement, the
Restricted Stock Units shall be fully vested as of the Award
Date. |
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(b) |
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If Participant is removed as a director by the Company’s
shareholders for cause, all Restricted Stock Units shall be
forfeited as of the date of such removal. Upon forfeiture,
Participant shall have no rights relating to the Restricted Stock
Units (including, without limitation, any rights to receive a
distribution of Shares with respect to the Restricted Stock Units
or to receive additional Restricted Stock Units pursuant to
Section 5). |
3. Distribution of Shares .
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(a) |
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All Shares issuable pursuant to Restricted Stock Units that
have vested in accordance with Section 2(a) or Section 5 and
that have not been forfeited in accordance with Section 2(b) shall
be distributed to Participant (or, in the event of
Participant’s death, to the representatives of Participant or
to any Person to whom the Shares have been transferred by will or
the applicable laws of descent and distribution) after the date on
which Participant (i) has ceased to serve on |
