exv10w05



 



Exhibit 10.5



U.S. BANCORP



2001 EMPLOYEE STOCK INCENTIVE PLAN


     Section 1. Purpose U.S. Bancorp’s (the “Corporation’s”) 2001 Employee
Stock Incentive Plan (the “Plan”), has the following purposes: (1) to help
employees of the Corporation and its subsidiaries (collectively, “U.S.
Bancorp”) purchase the Corporation’s stock and benefit from U.S. Bancorp’s
long-term growth; (2) to create common interests between U.S. Bancorp employees
and the Corporation’s shareholders; and (3) to help U.S. Bancorp attract,
retain and motivate experienced, capable employees. The Plan achieves these
goals by granting non-qualified stock options to U.S. Bancorp employees.
Non-qualified stock options do not qualify for favorable tax treatment under
Internal Revenue Code S 422.


     Section 2. Available Shares for Options. The aggregate number of shares
of the Corporation’s Common Stock (“Common Stock”) which may be issued and sold
pursuant to options granted under the Plan shall not exceed 11,600,000 shares,
subject to adjustment or substitution as provided in Section 13 of this Plan,
which shares may be either authorized but unissued or treasury shares.


     Section 3. Plan Administration. A Committee (the “Committee”) of not
less than three members selected by the Corporation’s Human Resources
Department and responsible to the Compensation Committee of the Corporation’s
Board of Directors (the “Board”) shall be responsible for administering the
Plan, including determining all matters relating to the exercise of options.
The Committee members shall serve at the will of the Compensation Committee of
the Corporation’s Board of Directors and shall serve terms of indefinite
duration. The Committee shall have all powers necessary to allow it properly
to carry out its duties under the Plan. The Committee shall have conferred
upon it such other and further specified duties, power, authority and
discretion as are contemplated by the Plan either expressly or by necessary
implication. The Committee may appoint agents, who need not be members of the
Committee, as it deems reasonable and necessary to effectively perform its
duties, and may delegate to such agents such powers and duties, whether
ministerial or discretionary, as the Committee in its sole discretion may deem
expedient or appropriate. The decision of the Committee upon all matters
within the scope of its authority shall be final and conclusive on all persons,
except to the extent otherwise provided by law. In the alternative, any
authority assigned by this Plan to the Committee may be exercised by either of
the Board of Directors of the Corporation or its Compensation Committee.


     Section 4. Eligibility. Options may be granted to any Eligible Employee.
An Eligible Employee is any full or part-time employee who is actively
employed by U.S. Bancorp on the date of an option grant. The Committee’s shall
have final authority to determine an Eligible Employee. An employee who on a
grant date is on an authorized short-term leave of absence from U.S. Bancorp,
including, without limitation, a leave of absence due to a short-term
disability, shall be considered an Eligible Employee for purposes of this plan.


     Except as specifically determined by the Committee, an Eligible Employee
shall not include (i) any person who is employed on a seasonal or temporary
basis; (ii) any employee who is entitled to receive benefits under a long-term
disability plan maintained by U.S. Bancorp and (iii) individuals eligible to
participate in any of the Corporation’s Executive Stock Incentive Plans or in
Piper Jaffray’s annual option plan.


     Section 5. Granting of Options. The Committee may from time to time, in
its discretion and subject to the provisions of the Plan, grant options on a
grant date (the “Grant Date”) to any or all employees who are Eligible
Employees on the Grant Date. The Committee shall have final authority to
determine the number of shares to be covered by employees’ options and the
decision of the Committee shall be final.


     Section 6. Option Exercise Price. The exercise price for the shares of
Common Stock covered by options issued pursuant to this Plan shall be the “fair
market value” on the applicable Grant Date as determined by the Committee.


     Section 7. Term of Options. All options shall have a term of ten (10)
years from the applicable Grant Date. In the event an option is not exercised
prior to the expiration of ten years from the applicable Grant Date, the option
shall lapse and all rights of the option holder shall terminate.


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     Section 8. Vesting and Exercisability of Options. Except as provided
under Section 18 or otherwise in this Plan, options shall vest and become
exercisable in such manner and over such period of time as the Committee shall
determine at the applicable Grant Date. From and after the applicable Grant
Date and subject to subsection (b) of this Section 8, vested options shall be
exercised in the manner set forth in Paragraph 9 below.



	 	 	(a) If an option holder’s employment with U.S. Bancorp shall terminate
for any reason regardless of whether by action of the option holder or
U.S. Bancorp other than such option holder’s early or normal retirement
under the provisions of any U.S. Bancorp retirement plan or death, all
unvested options will terminate immediately. All options which are fully
vested and exercisable at the time of such option holder’s termination of
employment (unless the Corporation deems the termination is for gross
misconduct or offense, in which case the options shall terminate
immediately upon termination of employment), and which are not exercised
within thirty (30) days of such termination of employment shall terminate.
	 
	 	 	(b) If an option holder’s employment with U.S. Bancorp shall
terminate by reason of such holder’s early or normal
retirement or death, all unvested options will terminate
immediately. All options which are fully vested and exercisable at the
time of such option holder’s termination of employment and which are not
exercised within one hundred eighty (180) days of such termination of
employment shall terminate.
	 
	 	 	(c) If an option holder is placed on Disability (as defined in U.S.
Bancorp’s Long Term Disability Plan), the option holder shall be deemed to
be terminated from the Plan. All unvested options will terminate
immediately. All options which are fully vested and exercisable at the
time of such option holder’s placement on Disability and which are not
exercised within one hundred eighty (180) days of such placement shall
terminate.
	 
	 	 	(d) Without limitation, any employee who is not on an authorized
short-term leave of absence and who does not work during a calendar
quarter shall be deemed to have been terminated (from the Plan) as of the
end of such calendar quarter.
	 
	 	 	(e) In the event an option holder’s unexercised options terminate under
the provisions of subsection (a) , (b), (c) or (d) above, such holder’s
options, and all rights of the holder under this Plan, shall not be
restored for any reason.
	 
	 	 	(f) For purposes of the Plan and notwithstanding any provision of
the Plan to the contrary, an option holder shall not be deemed to
have terminated employment with U.S. Bancorp (i) during the period
such option holder is on an authorized short term leave of absence
granted by U.S. Bancorp; or (ii) as the result of such option
holder’s transfer of employment between or among the Corporation and
its subsidiaries or such holder’s change of position or
responsibilities within U.S. Bancorp.



     Section 9. Method of Exercise. Options shall be exercised pursuant to
the terms of the options and the Plan by delivering notice to the Committee or
its designee and on such forms or in such manner as shall be designated by the
Committee or its designee from time to time.



	 	 	(a) Options shall be exercised by either a “cash exercise method”
or a “cashless exercise method”. For purposes of
this Plan, a “cash exercise method” means a method in which the option
holder pays the option exercise price in cash or by personal check for the
shares subject to option (along with any required withholding taxes)
simultaneously with the delivery of the notice of exercise described
above, and such option holder is then issued the number of shares so
purchased. For purposes of this Plan, a “cashless exercise method” means
a method permitted under the provision of Regulation T issued by the Board
of Governors of the Federal Reserve System and under which an option
holder may direct that a portion of the shares to be issued upon exercise
of the option be sold to pay the option’s exercise price, required
withholding taxes, broker’s commissions and other related expenses, if
any. The Committee shall have the authority to establish procedures under
either method and establish procedures under additional exercise methods,
including without limitation, the designation of the brokerage firm or
firms through which cash and cashless exercises shall be effected.
	 
	 	 	(b) Under either method, the option exercise price shall be paid in full
at the time of exercise in U.S. dollars, and the Corporation shall require
the option holder to pay the Corporation in U.S. dollars at the time of
exercise the amount of tax required to be withheld by the Corporation
under applicable foreign, federal, state and local withholding tax laws.



2001 Employee Stock Incentive Plan


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	 	 	(c) Except as provided in Section 8, an option holder must be an employee
of U.S. Bancorp at the time of exercise of options.



     Section 10. Tax Effects of Plan Participation. Employees may be subject
to income, capital gains, and/or other federal, state and/or local taxes as a
result of exercising options issued pursuant to the Plan. Employees may wish
to consult their tax advisor before exercising options issued pursuant to the
Plan.


     Section 11. Nontransferability. No option shall be transferable by an
option holder. During an option holder’s lifetime, the options shall be
exercisable only by the option holder, provided that in the event an option
holder is incapacitated and unable to exercise such option holder’s options,
such option holder’s legal guardian or legal representative whom the Committee
deems appropriate based on all applicable facts and circumstances may exercise
such option holder’s options in accordance with the provisions of the Plan. In
the event of an option holder’s death, the option holder’s options shall be
transferable pursuant to the option holder’s will or by the laws of descent and
distribution and may thereafter be exercised by the transferee(s) as provided
in Sections 8 and 9. Any purported transfer of any option shall be null and
void except as otherwise provided by this Section 11.


     Section 12. No Rights. An option holder shall have no rights or
interests in any option except as set forth in the Plan. The Plan does not
confer upon any person any right with respect to the continuation of employment
by U.S. Bancorp, nor does it limit in any way the right of U.S. Bancorp to
terminate employment at any time. An option holder shall have no rights as a
shareholder of U.S. Bancorp with respect to the shares of Common Stock covered
by options except to the extent that shares are issued to such option holder
upon the due exercise of options.


     Section 13. Adjustment Upon Changes In Capitalization. In the event that
the outstanding shares of Common Stock shall be changed into or exchanged for a
different number or kind of shares of stock or other securities of U.S. Bancorp
or any other corporation, whether through reorganization, recapitalization,
stock dividend, stock split, combination of shares, reclassification of the
Common Stock, merger or consolidation, then the option rights (as to the number
and kind of shares and the option exercise price) shall be appropriately
adjusted by the Committee. Comparable adjustments shall be made for each
subsequent such change or exchange of Common Stock or any stock or other
securities into which such Common Stock shall have been changed or exchanged.


     Section 14. Amendment, Modification and Termination of the Plan. The
Board of Directors of the Corporation may terminate, amend or modify the Plan
any time, provided that no amendment, modification or termination of the Plan
shall in any manner adversely affect an option outstanding under the Plan
without the consent of the option holder, or such option holder’s successors as
described in Section11.


     Section 15. Additional Conditions of the Options. If at any time the
Committee shall determine that listing, registration or qualification of the
Common Shares covered by an option pursuant to any securities exchange rule or
under any state or federal law or the consent or the approval of any
governmental regulatory body is necessary or desirable as a condition of or in
connection with the purchase of the shares of Common Stock under the option,
the option may not be exercised unless and until such listing, registration,
qualification, consent or approval shall have been obtained free of any
conditions not acceptable to the Committee. Any person exercising an option
shall make such representations and agreements and furnish such information as
the Committee may request to assure compliance with the foregoing or any other
applicable legal requirements.


     Section 16. Effective Date of the Plan. The Plan shall become effective
on February 27, 2001.


     Section 17. Governing Law. This Plan shall be construed under and
governed by the laws of the State of Minnesota.


     Section 18. Change of Control. In the event the Corporation shall engage
in a Change of Control as defined in this Section 18, and if the employment of
an Eligible Employee is terminated by the Corporation, immediately following
such Change of Control due to business needs resulting from the Change of
Control and not for documented performance or conduct reasons, consistent with
written policies of the Corporation all such person’s outstanding options
granted under the Plan shall automatically become fully vested and exercisable
as of the date of such termination notwithstanding any provision of the Plan to
the contrary. The surviving corporation or entity shall continue to be bound
by the terms and provisions of the Plan and all unexercised options shall
remain fully vested and exercisable in accordance with the provisions of the
Plan subject to any adjustment described in Section 13.


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     For purposes of this Agreement, a Change of Control of the Corporation
shall mean:



	 	 	(a) The acquisition by any individual, entity or group (“Person”)
within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act” of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 35% or more of either (i) the then outstanding
shares of Common Stock of the Corporation (the “Outstanding
Corporation Common Stock”) or (ii) the combined voting power of the
then outstanding voting securities of the Corporation entitled to
vote generally in the election of directors (the “Outstanding
Corporation Voting Securities”); provided, however, that for
purposes of this subsection (a), the following acquisitions shall
not constitute a Change of Control: (i) any acquisition directly
from the Corporation, (ii) any acquisition by the Corporation, (iii)
any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Corporation or any corporation
controlled by the Corporation, or (iv) any acquisition by any
corporation pursuant to a transaction which complies with clauses
(i), (ii), and (iii) of subsection (c) of this Section 18; or
	 
	 	 	(b) Individuals who, as of the date hereof, constitute the Board
(the “Incumbent Board”) cease for any reason to constitute at least
a majority of the Board; provided, however, that any individual
becoming a director subsequent to the date hereof whose election, or
nomination for election by the Corporation’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, 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 Board; or
	 
	 	 	(c) Consummation of a reorganization, merger or consolidation or
sale or other disposition of all or substantially all of the assets
of the Corporation (a “Business Combination”), in each case, unless,
following such Business Combination, (i), all or substantially all
of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Corporation Common Stock and
Outstanding Corporation 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 and 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 Corporation or all or
substantially all of the Corporation’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 Corporation Common Stock and
Outstanding Corporation Voting Securities, as the case may be, (ii)
no Person (excluding any employee benefit plan (or related trust) of
the Corporation 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 (iii) 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, providing for such Business Combination; or
	 
	 	 	(d) Approval by the shareholders of the Corporation of a complete
liquidation or dissolution of the Corporation.



     This document constitutes the entire Plan.


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