EXHIBIT 10.4
ZIONS
BANCORPORATION
2005 STOCK OPTION AND INCENTIVE
PLAN
STANDARD DIRECTORS RESTRICTED
STOCK AWARD AGREEMENT
This Directors 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 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,
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 applicable Lapse Date) 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.
5.2 Compliance with Laws .
The transfer restrictions set fourth in Section 2 above shall
not lapse unless such lapse and the issuance or release of the
related shares of Restricted Stock is in compliance, to the
reasonable satisfaction of the Committee, with all applicable
federal and state laws, as they are in effect on the date of the
lapse of restrictions.
5.3 Other Conditions . The
Committee may require that Grantee comply with such other
procedures relating to the lapse of transfer restrictions on the
Restricted Stock and the release of shares of Restricted Stock to
Grantee as the Committee may determine, including the use of
specified broker-dealers and the manner in which Grantee shall
satisfy tax withholding obligations with respect to shares of
Restricted Stock released from transfer restrictions.
5.4 Release of Shares . As
promptly as is practicable after the lapse of transfer restrictions
and satisfaction of Sections 5.1 through 5.3 above, the Company
shall release the shares of Restricted Stock registered in the name
of Grantee, Grantee’s authorized assignee or Grantee’s
legal representative. The Company may postpone such release until
it receives s
