exv10w6



 








EXHIBIT 10.6




U.S. BANCORP

RESTRICTED STOCK UNIT AWARD AGREEMENT




	 	 	 	 	 	 	 
	 	 	 	 	Number
of	 	 
	 	 	 	 	U.S. Bancorp Common	 	Social 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 the Employment Agreement between the Company
and the Participant, dated as of October 16, 2001 (“Employment
Agreement”), this Agreement and the Plan.




In consideration of the mutual covenants contained in this
Agreement, the parties agree as follows:




Capitalized terms not defined herein 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 entirely four years from
the Award date unless U.S. Bancorp’s total shareholder return
(TSR) for the three-calendar-year period following the award
date is at or above the median TSR of the regional banks in the
U.S. Bancorp peer group, in which case vesting accelerates to
April 1, 2006, provided that the Participant has been
continuously employed by the Company or an affiliate of the Company from the
award date through December 31, 2005.




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	(b)	 	Notwithstanding the vesting provisions contained in
Section 2(a) above, but subject to the other terms and
conditions of this Agreement, if the Participant has been
continuously employed by the Company or an Affiliate of the
Company until the date of a Qualifying Termination, immediately
prior to such Qualifying Termination, the Participant shall be
vested in all of the Restricted Stock Units granted in this
Agreement. For purposes of this Agreement, the following terms
shall have the following definitions:






	(i)	 	“Cause” shall mean: (A) the willful and
continued failure of the Participant to perform
substantially the Participant’s duties with the Company
or one of its Affiliates (other than any such failure
resulting from incapacity due to physical or mental
illness), after a written demand for substantial
performance is delivered to the Participant by the Board
of Directors (“Board”) which specifically identifies the
manner in which the Board believes that the Participant
has not substantially performed the Participant’s duties,
or (B) the willful engaging by the Participant in illegal
conduct or gross misconduct which is materially and
demonstrably injurious to the Company. For purposes of
this provision, no act or failure to act, on the part of
the Participant, shall be considered “willful” unless it
is done, or omitted to be done, by the Participant in bad
faith or without reasonable belief that the Participant’s
action or omission was in the best interests of the
Company. Any act, or failure to act, based upon
authority given pursuant to a resolution duly adopted by
the Board or based upon the advice of counsel for the
Company shall be conclusively presumed to be done, or
omitted to be done, by the Participant in good faith and
in the best interests of the Company. The cessation of
employment of the Participant shall not be deemed to be
for Cause unless and until there shall have been
delivered to the Participant a copy of a resolution duly
adopted by the affirmative vote of a majority of the
entire membership of the Board at a meeting of the Board
called and held for such purpose (after reasonable notice
is provided to the Participant and the Participant is
given an opportunity, together with counsel, to be heard
before the Board), finding that, in the good faith
opinion of the Board, the Participant is guilty of the
conduct described in (A) or (B) above, and specifying the
particulars hereof in detail.
	 
	(ii)	 	“Disability” shall mean the absence of the
Participant from the Participant’s duties with the
Company on a full-time basis for 180 consecutive business
days as a result of incapacity due to mental or physical
illness which is determined to be total and permanent by




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	 	 	a physician selected by the Company or its insurers and
acceptable to the Participant or the Participant’s legal
representative. If the Company determines in good faith
that the Disability of the Participant has occurred
during the Employment Period (as defined under the
Employment Agreement), it may give to the Participant
written notice in accordance with Section 12(b) of the
Employment Agreement of its intention to terminate the
Participant’s employment. In such event, the
Participant’s employment with the Company shall
terminate effective on the 30th day after receipt of
such notice by the Participant (the “Disability
Effective Date”), provided that, within the 30 days
after such receipt, the Participant shall not have
returned to full-time performance of the Participant’s
duties.






	(iii)	 	“Good Reason” shall mean:






	(A)	 	the assignment to the
Participant of any duties inconsistent with the
Participant’s position (including status, offices,
titles and reporting requirements), authority,
duties or responsibilities as contemplated by
Section 4(a) of the Employment Agreement, or any
other action by the Company which results in a
diminution of such position, authority, duties or
responsibilities; provided, however, that (subject
to the election of the Participant as Chairmen as
provided at Section 4(a)(i) of the Employment
Agreement) any change in the Participant’s position
(including status, duties and titles), authority,
duties or responsibilities, in accordance with
normal succession planning by the Board shall not
constitute Good Reason if made with the
Participant’s consent;
	 
	(B)	 	any failure by the Company to
comply with any of the provisions of Section 4(b)
of the Employment Agreement;
	 
	(C)	 	the Company’s requiring the
Participant to be based at any office or location
after the Effective Date (as defined under the
Employment Agreement) other than where the
Participant was located immediately prior to such
Effective Date other than in connection with a
change of the Company’s headquarters if the
Participant is relocated to such headquarters, or,
after such Effective Date, the Company’s requiring
the Participant to travel on Company business to a
substantially greater extent than required
immediately prior to such Effective Date;
	 
	(D)	 	any purported termination by the
Company of the Participant’s employment otherwise
than as expressly permitted by the Employment
Agreement; or




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	(E)	 	any failure by the Company to
comply with and satisfy Section 11(c) of the
Employment Agreement.






Notwithstanding the above, “Good Reason” shall exclude
an isolated, insubstantial and inadvertent action or
failure to act not taken or occurring in bad faith and
which is remedied by the Company promptly after receipt
of notice thereof given by the Participant. For
purposes of this Section 2(b)(iii), any good faith
determination of “Good Reason” made by the Participant
shall be conclusive.




	(iv)	 	“Qualifying Termination” shall mean a
termination of the Participant’s employment with the
Company and its Affiliates (A) by the Company without
Cause, or due to Participant’s Disability (as of his
Disability Effective Date), (B) by the Participant for
Good Reason, or (C) as a result of the Participant’s
death.






	3.	 	Restriction on Transfer






The Restricted Stock Units 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






If the Participant ceases to be an employee of the Company and all
Affiliates prior to vesting of the Restricted Stock Units pursuant
to Section 2(a) or Section 2(b) of this Agreement, all of
Participant’s rights to all of the unvested Restricted Stock Units
shall immediately and irrevocably forfeit. 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 (i) Section 2(a), the
Restricted Stock Units are distributable in two equal
installments on the first and second anniversary of the later
of the Participant’s attaining the age of 62 or his retirement
(the “Distribution Date”); or (ii) Section 2(b), the
Restricted Stock Units are distributable in full on the date in
which the Participant’s employment with the company and all
Affiliates shall terminate (the “Distribution Date”), the
Company
shall deliver to Participant one (1) Share for each such
vested Restricted Stock Unit.




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	(b)	 	Participant shall not have any right, title or interest
in, be entitled to vote, or (except as provided at Section 6
hereof) receive distributions in respect of, or otherwise be
considered the owner of, any of the Shares covered by this
Restricted Stock Unit Award, except to the extent that such
Shares have been delivered pursuant to Section 5(a) hereof.






Notwithstanding the distribution provisions in Section 5(a)(i)
above, if there is a Change of Control as defined in the Employment
Agreement, the Restricted Stock Units will be distributed in one
installment 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 (as first set forth herein) 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, which
additional Restricted Stock Units shall vest in accordance with
Section 2(a) or Section 2(b) hereof.




	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.




	8.	 	Distributions and Adjustments






	(a)	 	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




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	 	 	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.
	 
	(b)	 	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.	 	Income Tax Withholding






In order 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 Participant, are withheld or collected from
Participant. Participant may, at Participant’s election, satisfy
applicable tax withholding obligations arising from the receipt of,
or lapse of restrictions relating to, the Shares by (i) electing to
have the Company withhold a portion of the Shares otherwise to be
delivered with a Fair Market Value equal to the amount of such taxes
or (ii) delivering to the Company Shares or other securities issued
by the Company with 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.




	10.	 	Miscellaneous






	(a)	 	This Agreement is issued pursuant to the Plan and is
subject to its terms. Participant acknowledges receipt of a
copy of the Plan. The Plan is also available for inspection on
the intranet and during business hours at the principal office
of the Company.
	 
	(b)	 	Subject to the Employment Agreement, this Agreement
shall not confer on Participant 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.
	 
	(c)	 	Until the Shares shall have been issued to Participant
(or his beneficiary) as provided in this Agreement, the
Participant shall not have




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	 	 	any right, title or interest in, or be entitled to vote, or (except as provided
above) to receive distributions in respect of, or otherwise be
considered the owner of, any of the Shares covered by this
Restricted Stock Unit Award. Subject to the restrictions and
terms of this Agreement, after such issuance, Participant (or
his beneficiary) shall have all of the rights of a shareholder
with respect to the Shares.






	(d)	 	Participant may designate, upon forms to be furnished by
and filed with the Company, one or more primary beneficiaries
or alternative beneficiaries to receive all or a specified part
of Participant’s Restricted Stock Units in the event of
Participant’s death. Participant may change or revoke any such
designation from time to time without notice to or consent from
any beneficiary or spouse. No such designation, change or
revocation shall be effective unless executed by Participant
and received by the Company during Participant’s lifetime. If
Participant fails to designate a beneficiary, designates a
beneficiary and revokes such designation without naming another
beneficiary, or designates one or more beneficiaries and all
such beneficiaries so designated fail to survive Participant,
then Participant’s Restricted Stock Units, or the part as to
which Participant’s designation fails, as the case may be,
shall be paid to the representative of Participant’s estate.






	11.	 	Governing Law






    This agreement shall be governed by and constructed 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 above written.




U.S. BANCORP




	 	 	 	 	 
	By:

	

	 	

	

	 	Karen A. Bulman
	 	 
	 
	 	 	 	 
	

	Its: Vice President	 	 








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