exv10w5



 





EXHIBIT 10.5




U.S. BANCORP

RESTRICTED STOCK UNIT AGREEMENT FOR DIRECTORS




	 	 	 	 	 	 	 
	 	 	 	 	Number of	 	Social
	 	 	 	 	U.S. Bancorp Common	 	Security
	AWARDED
TO
	 	Award Date
	 	Shares
	 	Number

	

	 	
Final Vesting Date
	 	
 	 	
 







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




WHEREAS, the Company pursuant to its 2001 Stock Incentive Plan (the “Plan”)
wishes to award restricted stock units corresponding to such number of Shares
of common stock of the Company (“Shares”) in the box above labeled “Number of
U.S. Bancorp Common Shares” to the Participant, subject to certain restrictions
and 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:




Capitalized terms not defined shall have the meaning set forth in the Plan.





	1.	 	Award






The Company, effective as of the Award Date, grants to Participant a
restricted stock unit award representing the right to acquire the number of
Shares set forth in the box above labeled “Number of U.S. Bancorp Common
Shares” (the “Restricted Stock Units,” and one such “Unit” representing one
such Share). The Participant acknowledges and accepts such grant and the
Shares subject to the terms and conditions under this Award Agreement.




	2.	 	Vesting






	(a)	 	Subject to the terms and conditions of this Agreement, the
Restricted Stock Units shall vest in cumulative installments not in
excess of 25% on or after the first anniversary of the Award Date, 25%
on or after the second anniversary of the Award Date, 25% on or after
the third anniversary of the Award Date and 25% on or after the fourth
anniversary of the Award Date.
	 
	(b)	 	Notwithstanding the other vesting provisions contained in Section
2(a) above, but subject to the other terms and conditions of this
Agreement, Participant shall be vested in all of the Restricted Stock
Units granted in this Agreement immediately upon a “Change in Control”
as defined in Section 2(b)(iii) below. For purposes of this Agreement,
the following terms shall have the following definitions:






	(i)	 	“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.




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	(ii)	 	“Cause” shall mean (A) the continued failure by Participant
to substantially perform Participant’s duties with the Company,
after a demand for substantial performance is delivered to
Participant that specifically identifies the manner in which the
Company believes that Participant has not substantially performed
Participant’s duties, and Participant has failed to resume
substantial performance of Participant’s duties on a continuous
basis, (B) gross and willful misconduct during service as a director
(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) Participant’s conviction of
a crime (including, without limitation, a misdemeanor offense) which
impairs Participant’s ability substantially to perform Participant’s
duties as a Director.
	 
	(iii)	 	“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)(iv) hereof) 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)(iii)(C)
hereof) 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




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	 	 	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.






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






	3.	 	Restriction on Transfer






The restricted Stock Units granted to the Participant may not be
transferred, sold, assigned, pledged, alienated, attached or otherwise
encumbered (“Transfer”), and any purported Transfer shall be void and
unenforceable against the Company. No attempt to Transfer the Restricted
Stock Units, whether voluntary or involuntary, by operation of law or
otherwise, shall vest the purported transferee with any interest or right in
or with respect to the Restricted Stock Units or rights.




	4.	 	Forfeiture






	(a)	 	If the Participant ceases to be a director of the Company and all
Affiliates prior to vesting of the Restricted Stock Units pursuant to
Section 2(a) or Section 2(b), all of Participant’s rights to all of the
unvested Restricted Stock Units shall be immediately and irrevocably
forfeited, except that:






	(i)	 	If Participant’s service as a director is terminated for any
reason other than Cause or
for voluntary separation from service with less than ten
years of service as a director, the Award will immediately be vest
in full without regard to the vesting provisions contained in
Section 2(a) or Section 2(b).




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	(ii)	 	If Participant’s service as a director is terminated upon the
Optionee’s reaching mandatory retirement age, the Award will
immediately vest in full without regard to the vesting provisions
contained in Section 2(a) or Section 2(b).
	 
	(iii)	 	If Participant’s service as a director is terminated by
reason of Cause, the Award shall
be forfeited as of the date of the misconduct.






Upon forfeiture, Participant shall have no rights relating to the
Restricted Stock Units, including the right to receive dividends of
additional Restricted Stock Units.




	5.	 	Issuance of Shares






	(a)	 	Except to the extent the Restricted Stock Units have been
surrendered and provided that the Restricted Stock Units have vested in
accordance with either Section 2(a), 2(b) or 4(a) of this agreement,
the Restricted Stock Units are distributable on the date the
Participant no longer serves on the Board of the Company (the
“Distribution Date”). The Company shall deliver to Participant one (1)
Share for each such vested Restricted Stock Unit.
	 
	(b)	 	Participant shall have no right, title or interest in, or (except
as provided at Section 6)
receive distributions in respect of, or otherwise be considered the
owner of, any of the
Shares covered by this Restricted Stock Unit Award, unless and until
the Shares have been
delivered pursuant to Section 5(a).






Notwithstanding the distribution provisions in Section 5(a) above, if
there is a Change of Control as defined in this Agreement, the
Restricted Stock Units will be distributed to the Participant as of the
date of the Change of Control.




	6.	 	Dividends






To the extent that cash dividends are paid on Shares after the Award Date
and prior to the Distribution Date, the Participant shall be entitled to
receive additional Restricted Stock Units on each dividend payment date of
the Company (including any dividend declared prior to the Distribution Date
and payable after such date, which shall be deemed paid on the Distribution
Date) having a fair market value (based on the closing price of Shares on
such payment date) equal to the amount of dividends paid on Shares
represented by the Restricted Stock Units. Such additional Restricted Stock
Units shall be vested as of the payment date.




	7.	 	Securities Law Compliance






The delivery of all or any of the Shares shall only be effective at such
time that the issuance of such Shares will not violate any state or federal
securities or other laws. The Company is under no obligation to effect any
registration of the Shares under the Securities Act of 1933 or to effect any
state registration or qualification of the Shares. The Company may, in its
sole discretion, delay the delivery of the Shares or place restrictive
legends on such Shares in order to ensure that the issuance of any Shares
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.



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	8.	 	Distributions and Adjustments






Subject to the foregoing provisions of this Award Agreement, 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 Shares would be reasonably likely to result in the
diminution or enlargement of any of the benefits or potential benefits
intended to be made available pursuant to this Agreement, the committee of
the Board of Directors administering the Plan (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
make adjustments to the award, including adjustments in the number and type
of shares of Common Stock represented by the Restricted Stock Units that
Participant would have received; provided, however, that the number of shares covered by this Award shall always be a whole number.




Any additional Shares, any other securities of the Company and any other
property (except for cash dividends) distributed with respect to Shares
represented by the Restricted Stock Units prior to the Distribution Date
shall be subject to the same restrictions, terms and conditions as the
Restricted Stock Units. Any cash dividends payable with respect to the
Common Stock represented by the Restricted Stock Units shall be distributed
to Participant in accordance with Section 6 hereof.




	9.	 	Miscellaneous






The Company shall at all times during the term of the Award reserve and keep
available such number of shares of the Company’s Common Stock to satisfy the
requirements of this Agreement.




This Award 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.




	10.	 	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:

Its: Vice President and Assistant Secretary




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