EX-10.1






U.S. BANCORP

NON-QUALIFIED STOCK OPTION AGREEMENT




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Number of	 	 	 	 
	 	 	 	 	U.S. Bancorp Common	 	Option	 	Social Security
	GRANTED TO	 	Grant Date	 	Shares	 	Price Per Share ($)	 	Number
	
 
	 	Expiration Date
	 	

	 	

	 	

	
 
	 	 
	 	

	 	

	 	







To accept receipt of the Option and to agree to the terms and conditions of the Plan and this
Agreement, take no action. To reject receipt of the Option and the terms and conditions of the
Plan and this Agreement, please notify Karen Bulman, Stock Option Administration in Human Resources
at U.S. Bancorp, 5065 Wooster Road, CN-OH-L2HR, Cincinnati, OH 45226, in writing within 30 calendar
days of the day you receive this document. Failure to notify in a timely manner will result in
your acceptance of the Option and the terms and conditions of the Plan and this Agreement. Please
read all of the terms and conditions of this Agreement.



THIS AGREEMENT is made as of the date in the box above labeled “Grant Date” (the
“Grant Date”) by and between U.S. Bancorp, a Delaware corporation (the “Company”), and
the individual named in the box above labeled “Granted To” (the “Optionee”).



WHEREAS, the Company pursuant to its 2001 Stock Incentive Plan (the “Plan”) wishes to
grant a stock option for the purchase of Common Stock of the Company, $0.01 par value
(the “Common Stock”), to the Optionee on the terms and conditions contained in this
Agreement and the Plan. In consideration of the mutual covenants contained in this
Agreement, the parties agree as follows:




	 	1.	 	Grant of Option.





The Company grants Optionee the right and option (the “Option”) to purchase all
or any part of an aggregate of the number of shares of the Company’s Common Stock
set forth in the box above labeled “Number of U.S. Bancorp Common Shares” at the
exercise price set forth in the box above labeled “Exercise Price Per Share” on
the terms and conditions of this Agreement. The Option is not intended to be an
incentive stock option within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the “Code”).




	 	2.	 	Vesting of Exercise Rights.






(a) Subject to the terms and conditions of this Agreement, the Option may be exercised by
Optionee in cumulative installments not in excess of 25% on or after the first
anniversary of the Grant Date, 25% on or after the second anniversary of the Grant Date,
25% on or after the third anniversary of the Grant Date and 25% on or after the fourth
anniversary of the Grant Date. If the full amount of stock available for purchase in any
of the foregoing periods is not purchased during such period, the shares not purchased
shall be available for purchase in any subsequent period during the term of the Option.
The Option shall terminate at the close of business on the date in the box above labeled
“Expiration Date,” or on such earlier date as described in this Agreement.




(b) Notwithstanding the vesting provision contained in Section 2(a) above, but subject to
the other terms and conditions of this Agreement, the Option may be exercised in full
immediately upon a “Qualifying Termination.” For purposes of this Agreement, the
following terms shall have the following definitions:




	 	(i)	 	“Affiliate” shall be defined as defined in Rule 12b-2 promulgated under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”).






	 	(ii)	 	“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.






	 	(iii)	 	“Cause” shall mean (A) the continued failure by Optionee to
substantially perform Optionee’s duties with the Company or any Affiliate (other
than any such failure resulting from Optionee’s Disability (as defined in Section
3(c))), after a demand for substantial performance is delivered to Optionee that
specifically identifies the manner in which the Company believes that Optionee has
not substantially performed Optionee’s duties, and Optionee has failed to resume
substantial performance of Optionee’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, but not limited to, 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)
Optionee’s conviction of a crime (including, without limitation, a misdemeanor
offense) which impairs Optionee’s ability substantially to perform Optionee’s duties
with the Company.






	 	(iv)	 	“Change in Control” shall mean any of the following occurring after the
date of this Agreement:






	 	(A)	 	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






	 	(B)	 	Individuals who, as of the 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 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






	 	(C)	 	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 of the then outstanding voting securities entitled to
vote generally in the election of directors, as the case may be, of the
corporation resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns the
Company or all or substantially all of the Company’s assets either directly or
through one or more subsidiaries) in substantially the same proportions as
their ownership, immediately prior to such Business Combination, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities, as
the case may be, (2) no Person (excluding any Company Entity or such
corporation resulting from such Business Combination) beneficially owns,
directly or indirectly, 35% or more of, respectively, the then outstanding
 shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership existed
prior to the Business Combination and (3) at least a majority of the members of
the board of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board of Directors, providing
for such Business Combination; or






	 	(D)	 	Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.






	 	(v)	 	“Notice of Termination” shall mean a written notice which sets forth the
date of termination of Optionee’s employment.






	 	(vi)	 	“Person” shall be defined as defined in Sections 13(d)(3) and 14(d)(2) of
the Exchange Act.






	 	(vii)	 	“Qualifying Termination” shall mean a termination of Optionee’s
employment with the Company or its Affiliates by the Company for any reason other
than Cause within 12 months following a Change in Control; provided,
however, that any such termination shall not be a Qualifying Termination if
Optionee has been notified in writing more than 30 days prior to the Announcement
Date that Optionee’s employment with the Company is not expected to continue for
more than 12 months following the date of such notification; provided that
such exclusion from Qualifying Termination shall only apply if Optionee’s employment
with the Company is terminated within such 12 month period; and provided,
further, that any such termination shall not be a Qualifying Termination if Optionee
has announced in writing, prior to the date the Company provides Notice of
Termination to Optionee, the intention to terminate employment or retire, subject to
the condition that any such termination by the Company prior to Optionee’s stated
termination or retirement date shall be deemed to be termination or retirement by
Optionee on such stated date unless termination by the Company is for Participant’s
gross and willful misconduct.





3. Effect of Termination of Employment




	 	(a)	 	The Option shall terminate and may no longer be exercised if Optionee ceases to be
employed by the Company or any Affiliate, except that:






	 	(i)	 	If Optionee’s employment shall be terminated for any reason other than
Cause, death, Disability, Retirement (as defined in Section 3(c)) or Early
Retirement (as defined in Section 3(c)), Optionee may at any time within a period of
90 days after such termination, but not after the termination date of the Option,
exercise the option to the extent that Option was exercisable by Optionee on the
date of the termination of employment.






	 	(ii)	 	If Optionee’s employment shall be terminated by reason of Cause, the
Option shall be terminated as of the date of the misconduct.






	 	(iii)	 	If Optionee shall die while in the employ of the Company or any
Affiliate or within 90 days after termination of employment for any reason other
than Cause, the Option will be fully exercisable in whole or in part,
notwithstanding the vesting provisions contained in Section 2(a) or Section 2(b), at
any time up to the last day of the three year period commencing on the date of
Optionee’s termination of employment (or, if earlier, the termination date of the
Option), by the personal representatives or administrators of Optionee or by any
Person or Persons to whom the Option has been transferred by will or the applicable
laws of descent and distribution.






	 	(iv)	 	If Optionee’s employment shall be terminated by reason of Disability, the
Optionee may exercise the Option in accordance with the terms as though such
termination had never occurred. If Optionee shall die following a termination of
employment by reason of Disability, the Option may be exercised in accordance with
its terms by the personal representatives or administrators of Optionee or by any
Person or Persons to whom the Option has been transferred by will or the applicable
laws of descent and distribution.






	 	(v)	 	If Optionee’s employment shall be terminated by reason of Retirement, the
Optionee may exercise the Option in accordance with the terms as though such
termination had never occurred, so long as the Optionee has at all times that an
Option is outstanding under this Agreement complied with the terms of a properly
executed Confidentiality and Nonsolicitation Agreement between U.S. Bank and the
Participant. In addition, in order for vesting to continue, for a period of up to
two years immediately following Retirement, the Optionee must agree to perform
certain services for the Company in good faith for up to 15 hours a month. Those
services include consulting with the CEO, consulting with the Directors, meeting
with large investors at the request of the CEO and meeting with analysts at the
request of the CEO. The Optionee will receive no additional compensation for any
such services, but will be reimbursed for all reasonable expenses related to the
performance of such services. In all other cases, this Option shall terminate
upon Retirement. If Optionee shall die following a termination of employment by
reason of Retirement but prior to the termination date of the Option, the Option may
be exercised in accordance with its terms by the personal representatives or
administrators of Optionee or by any Person or Persons to whom the Option has been
transferred by will or the applicable laws of descent and distribution.






	 	(vi)	 	If Optionee’s employment shall be terminated by reason of Early
Retirement, Optionee may at any time within a three year period after such
termination, but not after the termination of the Option, exercise the Option to the
extent that it was exercisable by Optionee on the date of the termination of
employment so long as the Optionee has at all times that an Option is outstanding
under this Agreement complied with the terms of a properly executed Confidentiality
and Nonsolicitation Agreement between U.S. Bank and the Participant. In all other
cases, this Option shall terminate upon Early Retirement. If Optionee shall die
following a termination of employment by reason of Early Retirement but prior to the
termination date of the Option, the Option may be exercised in accordance with its
terms by the personal representatives or administrators of Optionee or by any Person
or Persons to whom the Option has been transferred by will or the applicable laws of
descent and distribution.






	 	(b)	 	Notwithstanding the provisions contained in Section 3(a), but subject to the other
terms and conditions of this Agreement, in the event that Optionee’s employment is
terminated pursuant to a Qualifying Termination, Optionee shall have the right to
exercise the Option in whole or in part at any time within a one year period after such
termination of employment; provided that no provision of this paragraph shall
shorten the period in which the Option may be exercised in the event of death,
Disability, Retirement or Early Retirement; and, provided further, that no Option shall
be exercisable after the expiration of the term of the Option.






	 	(c)	 	For purposes of this Agreement, (A) “Retirement” means termination of employment
(other than for gross and willful misconduct) by a Person who is age 59 1/2 or older and
has 10 or more years of employment with the Company or its Affiliates, (B) “Early
Retirement” means termination of employment (other than for gross and willful misconduct)
by a Person who is age 55 or older and has 10 or more years of employment with the
Company or its Affiliates and (C) “Disability” means leaving active employment and
qualifying for and receiving disability benefits under the Company’s long-term disability
programs as in effect from time to time.





4. Securities Law Compliance




The exercise of all or any portion of this Option shall only be effective at such time that
the sale of Common Stock issued pursuant to such exercise will not violate any state or
federal securities or other laws. The Company is under no obligation to effect any
registration of the stock subject to the Option under the Securities Act of 1933 or to effect
any state registration or qualification of such Common Stock. The Company may, in its sole
discretion, defer the effectiveness of any full or partial exercise of the Option in order to
ensure that the issuance of stock upon exercise will be in compliance with federal or state
securities laws and the rules of the New York Stock Exchange or any other exchange upon which
the Company’s Common Stock is traded.



5. Method of Exercise of Option




Subject to the foregoing, the Option may be exercised in whole or part from time to time by
serving written notice of exercise on the Company at its principal executive offices, to the
attention of the Company’s Executive Compensation Department or to its properly designated
agent serving from time to time. The notice shall state the number of shares as to which the
Option is being exercised and be accompanied by payment of the purchase price. Optionee may,
at Optionee’s election, pay the purchase price (a) by check payable to the Company, (b) in
previously owned shares of the Company’s Common Stock or (c) in any combination of the two, in
each case having a Fair Market Value (as defined in the Plan) on the exercise date equal to
the applicable exercise price. Optionee may, at Optionee’s election, exercise the Option, in
whole or in part, by providing the Company with an attestation that such previously owned
 shares of the Company’s Common Stock are owned by Optionee, in which case the number of
previously owned shares having a Fair Market Value equal to the exercise price (or appropriate
portion of the exercise price) will be withheld from the number of shares issued to Optionee
pursuant to the exercise of the Option. Previously owned shares used as provided in the two
immediately preceding sentences must have been owned by Optionee for a minimum of six months
prior to the date of exercise of the Option for this method of payment to apply.



6. Income Tax Withholding




To provide the Company with the opportunity to claim the benefit of any income tax
deduction which may be available to it upon the exercise of the Option, and to comply with
all applicable federal or state income tax laws or regulations, the Company may take such
action as it deems appropriate to ensure that all applicable federal or state payroll,
withholding, income or other taxes, which are the sole and absolute responsibility of
Optionee, are withheld or collected from Optionee. The Optionee may, at Optionee’s election,
satisfy applicable tax withholding obligations by (i) electing to have the Company withhold a
portion of the shares of Common Stock otherwise to be delivered upon exercise of such Option
having a Fair Market Value equal to the amount of such taxes or (ii) delivering to the Company
 shares of Common Stock other than the shares issuable upon exercise of such Option having a
Fair Market Value equal to the amount of such taxes. The election must be made on or before
the date that the amount of tax to be withheld is determined.



7. Miscellaneous




	 	(a)	 	This Agreement shall not give Optionee any right with respect to continuance of
employment with the Company or any Affiliate, nor will it interfere in any way with the
right of the Company or any Affiliate to terminate such employment at any time. In
addition, the Company or any Affiliate may at any time dismiss Optionee from employment,
free from any liability or claim under the Plan. The holder of the Option will not be
deemed to be the holder of any shares subject to the Option unless and until the Option
has been exercised and the purchase price of the shares purchased has been paid.






	 	(b)	 	Except pursuant to terms approved by the Compensation Committee of the Board of
Directors (the “Committee”), the Option may not be transferred, except by will or the
laws of descent and distribution to the extent provided in Section 3(a)(iii) or Section
3(a)(iv) , and during Optionee’s lifetime the Option is exercisable only by Optionee (or
by Optionee’s guardian or legal representative in the case of Disability).






	 	(c)	 	In the event that any dividend or other distribution (whether in the form of cash,
 shares of Common Stock, or other securities or other property), recapitalization, stock
split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase or exchange of Common Stock or other securities of the Company or
other similar corporate transaction or event affecting the stock subject to the Option
would be reasonably likely to result in the diminution or enlargement of any of the
benefits or potential benefits intended to be made available under the Option (including,
without limitation, the benefits or potential benefits of provisions relating to the
term, vesting or exercisability of the Option, and any “change in control” provision),
the Committee shall, in such manner as it shall deem equitable or appropriate in order to
prevent such diminution or enlargement of any such benefits or potential benefits, adjust
any or all of (i) the number and type of shares (or other securities or other property)
subject to the Option and (ii) the exercise price with respect to the Option;
provided, however, that the number of shares covered by the Option shall
always be a whole number. Without limiting the foregoing, if any capital reorganization
or reclassification of the capital stock of the Company, or consolidation or merger of
the Company with another corporation, or the sale of all or substantially all of the
Company’s assets to another corporation, shall be effected in such a way that holders of
the Company’s Common Stock shall be entitled to receive stock, securities, cash or other
assets with respect to or in exchange for such shares, Optionee shall have the right to
purchase and receive upon the basis and upon the terms and conditions specified in this
Agreement and in lieu of the shares of the Common Stock of the Company immediately
available for purchase and receivable upon the exercise of the Option, with appropriate
adjustments to prevent diminution or enlargement of benefits or potential benefits
intended to be made available under the Option, such shares of stock, other securities,
cash or other assets as would have been issued or delivered to Optionee if Optionee had
exercised the Option and had received such shares of Common Stock prior to such
reorganization, reclassification, consolidation, merger or sale. The Company shall not
effect any such consolidation, merger or sale unless prior to the consummation thereof
the successor corporation (if other than the Company) resulting from such consolidation
or merger or the corporation purchasing such assets shall assume by written instrument
the obligation to deliver to Optionee such shares of stock, securities, cash or other
assets as, in accordance with the foregoing provisions, Optionee may be entitled to
purchase or receive.






	 	(d)	 	The Company shall at all times during the term of the Option reserve and keep
available such number of shares of the Company’s Common Stock as will be sufficient to
satisfy the requirements of this Agreement.






	 	(e)	 	This Option is issued under the Plan and is subject to its terms. The Plan is
available for inspection on the intranet and during business hours at the principal
offices of the Company.





8. Governing Law




This Agreement shall be governed by and construed in accordance with the laws of the State of
Minnesota.



IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year
first written above.



U.S. BANCORP



By: Karen Bulman


Its: Vice President