EXHIBIT 10.2
ZIONS
BANCORPORATION
2005 STOCK OPTION AND INCENTIVE
PLAN
STANDARD STOCK OPTION AWARD
AGREEMENT
This Stock Option 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 Stock Option
. Pursuant and subject to
the Plan and this Agreement, the Company hereby grants to the
Grantee the right and option (an “ Option
”) to purchase all or any part of the aggregate number of
shares of the Company’s Common Stock (the “Common
Stock” ) set forth on Exhibit A at the purchase price
per share set forth on Exhibit A (the “ Option Exercise
Price ”).
2. Term of Option
. This Option shall
expire on the date set forth on Exhibit A (the “
Expiration Date ”) and must be exercised, if at
all, on or before the earlier of the Expiration Date or the date on
which this Option is earlier terminated in accordance with the
provisions of the Plan or Section 4 of this
Agreement.
3. Vesting .
Except as otherwise provided herein,
this Option shall vest as set forth on Exhibit A and shall be
exercisable only to the extent that it has vested. This Option
shall cease to vest upon Grantee’s Termination of Employment
and may be exercised after Grantee’s date of termination only
as set forth in the Plan or in Section 4 of this
Agreement.
4. Termination of
Employment .
4.1 Termination of Employment by
Grantee for any Reason or By the Company for Cause . Except to
the extent otherwise provided in Sections 4.2 through 4.5 below,
this Option, whether or not vested and to the extent not therefore
exercised, shall terminate immediately upon (i) the
Grantee’s Termination of Employment at Grantee’s
election for any reason or (ii) Grantee’s Termination of
Employment by the Company for Cause.
4.2 At election of Company or a
Related Entity . Upon the Termination of Employment of a
Grantee at the election of the Company or a Related Entity (other
than in circumstances governed by Section 4.1 above or
Section 4.3 through 4.5 Grantee below) the Grantee may
exercise this Option on the following terms and conditions:
(i) exercise may be made only to the extent that the Grantee
was entitled to exercise this Option on the date of the Termination
of Employment; and (ii) exercise must occur within three
(3) months after the Termination of Employment but in no event
after the Expiration Date.
4.3 Retirement . Upon the
Termination of Employment of Grantee by reason of the
Grantee’s Retirement, Grantee may exercise this Option on the
following terms and conditions: (i) exercise may be made only
to the extent that Grantee was entitled to exercise this Option on
the date of Retirement; (ii) exercise must occur within three
(3) years after Retirement but in no event after the
Expiration Date; and (iii) notwithstanding clause
(ii) above, the option or right shall terminate on the date
Grantee begins or agrees to begin employment with another company
that is in the financial services industry unless such employment
is specifically approved by the Committee.
4.4 Disability . Upon the
Termination of Employment of Grantee by reason of Disability,
Grantee may exercise this Option on the following terms and
conditions: (i) exercise may be made only to the extent that
Grantee was entitled to exercise this Option on the date of
Termination of Employment; and (ii) exercise must occur within
six (6) months after the Termination of Employment but in no
event after the Expiration Date.
4.5 Death . If Grantee dies
during the period in which this Option is exercisable, whether
pursuant to its terms or pursuant to Section 4.2 through 4.4
above, this Option shall be exercisable on the following terms and
conditions: (i) exercise may be made only to the extent that
Grantee was entitled to exercise this Option on the date of death;
and (ii) exercise must occur within six (6) months after
the date of the Grantee’s death. Any such exercise of this
Option following Grantee’s death shall be made only by
Grantee’s executor (or administrator) or only by the
recipient of such specific disposition. If Grantee’s executor
(or administrator) or the recipient of a specific disposition under
Grantee’s will shall be entitled to exercise this Option
pursuant to the preceding sentence, such executor (or
administrator) or recipient shall be bound by all the terms and
conditions of the Plan and this Agreement which would have applied
to the Grantee.
5. Manner of Exercise
.
5.1 Stock Option Exercise
Agreement . To exercise this Option, Grantee (or in the case of
exercise after Grantee’s death, Grantee’s executor,
administrator or recipient of a specific disposition) must deliver
to the Company an executed stock option exercise agreement in such
form as may be required by the Company from time to time (the
“ Exercise Agreement ”), which shall set
forth, among other things, Grantee’s election to exercise
this Option, the number of shares being purchased, any restrictions
imposed on the shares of Common Stock and any representations,
warranties and agreements regarding Grantee’s investment
intent and access to information as may be required by the Company
to comply with applicable securities laws. If someone other than
Grantee exercises this Option, then such person must submit
documentation reasonably acceptable to the Company that such person
has the right to exercise this Option.
5.2 Payment . The Exercise
Agreement shall be accompanied by full payment for the shares of
Common Stock being purchased (the “ Exercise
Price ”). Such payment shall be made (i) in cash
(by check), (ii) by delivery of shares of Common Stock (which,
if acquired pursuant to the exercise of a stock option or under an
Award made under the Plan or any other compensatory plan of the
Company, were acquired at least six (6) months prior to the
option exercise date) having a Fair Market Value (determined as of
the exercise date) equal to all or part of the exercise price and
cash for any remaining portion of the exercise price or
(iii) to the extent permitted by law, by such other method as
the Committee may from time to time prescribe, including a cashless
exercise procedure through a broker-dealer. Any shares of Common
stock delivered in paym
