Standard Stock Option Award Agreement



 EXHIBIT 10.5 
  
 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 



  

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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 payment of the Exercise Price shall be fully
paid and free and clear of all liens, claims, encumbrances and security interests. 

  

	 	5.3	Tax Withholding. Prior to the issuance of the shares of Common Stock upon exercise of this Option, Grantee must pay, or otherwise provide for to the satisfaction of the
Company, any applicable federal or state withholding obligations of the Company. 

  

	 	5.4	Limitations on Exercise. This Option may not be exercised unless such exercise is in compliance, to the reasonable satisfaction of the Committee, with all applicable federal
and state securities laws, as they are in effect on the date of exercise. This Option may not be exercised as to fewer than 100 shares of Common Stock unless it is exercised as to all shares as to which this Option is then exercisable.


  

	 	5.5	Other Conditions. The Committee may require that Grantee comply with such other procedures relating to the exercise of this Option and delivery of shares pursuant to such
exercise 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 such shares. 

  

	 	5.6	 Issuance of Shares. As promptly as is practicable after the receipt of the Exercise Agreement, in form and substance satisfactory to the Company, payment of
the Exercise Price and satisfaction of Sections 5.3 through 5.5 above, the Company shall issue the shares of Common Stock registered in the name of Grantee, Grantee’s authorized assignee or Grantee’s legal representative. The Company may
postpone such delivery until it receives satisfactory proof that the issuance of such shares will not violate any of the provisions of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, any rules or
regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder, or the requirements of applicable state law relating to authorization, issuance or sale of securities, or until there has been
compliance with the provisions of such acts or rules. Grantee understands that the Company is under no obligation to register or qualify the shares of Common Stock 



  

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with the SEC, any state securities commission or any stock exchange to effect such compliance. 


  
 6.    Right of Offset. The Company
shall have the right to offset against the obligation to deliver shares of Common Stock in respect of any exercise of this Option, any outstanding amounts then owed by Grantee to the Company. 
  
 7.    Nontransferability of Option. This
Option shall not be assignable or transferable by Grantee other than by will or by the laws of descent and distribution, and shall be exercisable during the life of the Grantee only by the Grantee or the Grantee’s legal representative and any
such attempted assignment, transfer or exercise in contravention of this Section 7 shall be void. 
  
 8.    Privileges of Stock Ownership. Grantee shall not have any of the rights of a stockholder of the Company with
respect to any shares of Common Stock subject to the issuance of such shares to Grantee. Except as otherwise provided in Section 1.6(c) of the Plan, no adjustment shall be made for dividends, distributions or other rights (whether ordinary or
extraordinary, and whether in cash, securities or other property) for which the record date is prior to the date such shares are issued. 
  
 9.    No Obligation to Employ. Nothing in the Plan or this Agreement shall confer on Grantee any right to continue in
the employ of, or other relationship with, the Company or any Related Entity, or limit in any way the right of the Company or any Related Entity to terminate Grantee’s employment or other relationship at any time, with or without Cause.

  
 10.    Non-Qualified Options;
Incentive Stock Options. It is intended that this Option shall be treated as an incentive stock option to the maximum extent permitted by the Plan (including Sections 2.3 (f) and (g) thereof) and the Code, and that the remainder of this
Option, if any, shall be treated as a non-qualified option. 
  
 11.    Change in Control. Subject to the terms of the Plan, Grantee shall be entitled to the benefits of Section 3.7 of the Plan with respect to this Option. 
  
 12.    Entire Agreement. This Option is
granted pursuant to the Plan and this Option and Agreement are subject to the terms and conditions of the Plan. The Plan is incorporated herein by reference. This Agreement, the Plan and such other documents as may be executed in connection with the
exercise of this Option constitute the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior understandings and agreements with respect to such subject matter. Any action taken or
decision made by the Committee arising out of or in connection with the construction, administration, interpretation or effect of this Agreement shall lie within its sole and absolute discretion, as the case may be, and shall be final, conclusive
and binding on the Grantee and all persons claiming under or through the Grantee. 
  

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 13.    Notices. Any notice required to be given or delivered to the
Company under the terms of this Agreement shall be in writing and addressed to the Corporate Secretary of the Company at its principal corporate offices. Any notice required to be given or delivered to Grantee shall be in writing and addressed to
Grantee at the address indicated below or to such other address as such party may designate in writing from time to time to the Company. All notices shall be deemed to have been given or delivered upon: personal delivery; three (3) days after
deposit in the United States mail by certified or registered mail (return receipt requested); one (1) business day after deposit with any return receipt express courier (prepaid); or one (1) business day after transmission by facsimile. 

 
 14.    Successors and Assigns. The
Company may assign any of its rights under this Agreement. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement and the
Plan shall be binding upon Grantee and Grantee’s heirs, executors, administrators, legal representatives, successors and assigns. 
  
 15.    Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the
State of Utah without regard to that body of law pertaining to choice of law or conflict of laws. 
  
 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date noted above. 
  

			
	 ZIONS BANCORPORATION
  

		
	 By:
	 	 
	 	 	 


  

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 Exhibit A 
  

			
	 Grant
Date:                                       
                                        
      
	 	 
		
	 Name of
Grantee:                                      
                                    
	 	 
		
	 Number of Option
Shares:                                       
                   
	 	 
		
	 Option Exercise
Price:                                       
                          
	 	 
		
	 Expiration
Date:                                       
                                     
	 	 


  
 Vesting Schedule: The right of
Grantee to purchase the aggregate number of shares of Common Stock covered by the Option shall vest as follows: 
  
  

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 ZIONS BANCORPORATION 
 2005 STOCK OPTION EXERCISE AGREEMENT 
  
 If you are exercising your option through a broker-dealer you do not need to fill out this form but must complete forms provided by the broker-dealer and acceptable to the Company in its sole discretion. 
  
 I hereby elect to purchase the number of shares of Common Stock of Zions
Bancorporation (the “Company”) as set forth below: 
  

			
	 Grantee:                                     
                                        
            
	 	Number of Shares To Be
Purchased:                                 
		
	 Social Security
Number:                                       
                    
	 	Purchase Price per
Share:                                       
               
		
	 Share Delivery
Instructions:                                      
              
	 	Aggregate Purchase
Price:                                       
             
		
	                                       
                                        
                           
	 	Date of
Grant:                                       
                                    
		
	                                       
                                        
                           
	 	Phone
Number:                                       
                                  
		
	 Type of Option: [    ] Incentive Stock Option
	 	[    ] Nonqualified Stock Option

  
 Please issue the new
stock certificate(s) representing the option shares in my name and                             
(co-owner, if desired) as [            ] joint tenants or [            ] tenants in common (initial one).

  
 Delivery of Purchase Price. Grantee hereby delivers to
the Company the Exercise Price, to the extent permitted in the Stock Option Award Agreement between the Company and Grantee as follows (check as applicable and complete): 
  

	[    ]	Cash Exercise: by check* in the amount of $            ; 

  

	[    ]	Stock Swap: by delivery of              fully-paid, nonassessable and vested shares of the Common Stock of
the Company owned by Grantee for at least six (6) months prior to the date hereof and a check* in the amount of $             to cover the fractional share amount due.


  
 Payment of Withholding Tax (Non-Qualified
options only). 
  

	[    ]	Grantee hereby delivers to the Company a check* in the amount of $             necessary to satisfy any
withholding tax obligations of the Company. 

  

			
	 Date:                                     
                                        
               
	 	Signature of
Grantee                                       
                         

  
 * Checks should be made payable to
Zions Bancorporation 
  
 [FOR COMPANY USE ONLY] 
  
 Received on             .
The closing Price for the stock on this day was $             per share. 
  
 Return form to Jennifer Jolley, interoffice: UT KC11-0669, mail: One South Main Street, Suite 1134, Salt Lake City, UT 84111