AMENDMENT TO EXECUTIVE SEVERANCE
AGREEMENT FOR
INTERNAL REVENUE CODE SECTION 409A
COMPLIANCE
By their
signatures below, U.S. Bancorp (the “Company”) and the
undersigned executive (“Executive’) hereby amend the
Executive Severance Agreement between the Company and Executive,
dated
(“Executive Severance Agreement”). The purpose of
this amendment (“Amendment”) is to comply with
Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”). Capitalized words not otherwise defined
herein shall have the meaning ascribed to them in the Executive
Severance Agreement.
WHEREAS, Executive and the Company have entered into the
Executive Severance Agreement which provides for the lump sum
payment to Executive of Termination Benefits, within thirty
(30) days of termination, if, within twenty-four
(24) months following a Change in Control, Executive’s
employment is terminated by the Company (other than for reasons of
Cause or Disability) or by Executive for Good Reason;
and
WHEREAS , the Company and Executive wish to amend such
Executive Severance Agreement to comply with Section 409A of
the Code:
NOW,
THEREFORE , in
consideration of the mutual covenants contained in this Agreement,
the Company and Executive agree that notwithstanding anything to
the contrary contained in the Executive Severance Agreement, the
following rules and definitions will apply:
1.
Definition of Good Reason. The definition of Good Reason contained in the
Executive Severance Agreement is replaced with the following
definition. Good Reason shall mean any one of the conditions set
forth below, provided that Executive must provide notice to the
Company within ninety (90) days of the existence of such
condition and the Company will have thirty (30) days from
receipt of such notice to remedy the condition. If the condition is
not remedied within such 30 day period, the following conditions
will constitute “Good Reason”:
(a) A
material reduction by the Company in the Executive’s base
salary as in effect immediately prior to the Change in Control or
as the same may be increased from time-to-time following the Change
in Control (unless such reduction is part of an across-the-board
uniformly applied reduction affecting all senior executives of the
Company); or
(b) A
significant diminution in the Executive’s position,
authority, duties or responsibilities as in effect immediately
prior to the Change of Control (excluding an isolated,
insubstantial or inadvertent action not taken in bad faith that is
remedied promptly by the Company after receiving notice); provided,
however, that a change of the individual to whom the executive
reports, in and of itself, would not constitute diminution; and
further provided, anything in this Agreement to the contrary
notwithstanding, if the Company’s Chief Executive Officer
(“CEO”) immediately prior to the Change in Control
remains CEO of the Company during the Protected Period following
the Change in Control, and if 50% or more of the Company’s
Board of Directors during the Protected Period following the Change
in Control were members of the Board of Directors immediately prior
to the Change in Control, the Executive shall
