exhibit10_1.htm


    ZIONS
BANCORPORATION

    2005
STOCK OPTION AND INCENTIVE PLAN

    


    SALARY STOCK UNIT AWARD
AGREEMENT

    


    This
Salary Stock Unit Award Agreement (the “Agreement”)
is made and entered into as of January 1, 2010 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 Restricted Stock Units.  Pursuant
and subject to the Plan and this Agreement, the Company agrees to grant as of
the bi-weekly payroll dates for services performed for the Company by the
Grantee in 2010, a number of Restricted Stock Units (the “Stock
Units”).  The Stock Units will be calculated by dividing the
bi-weekly salary stock cash value (the “Salary
Stock Cash Value”) set forth on Exhibit A less applicable payroll taxes
(e.g., FICA and FUTA) and dividing the net amount by the closing price of Zions
Bancorporation common stock as of the applicable payroll date.  The
Stock Units will be immediately 100% vested upon the Grant
Dates.  Grantee’s ownership of and rights with respect to
the  Stock Units are limited by the terms and conditions of the Plan
and this Agreement, including restrictions on Grantee’s right to transfer the
Stock Units.

     

    2.  
Transfer
Restriction.  Until
lapse of the transfer restriction, the Stock Units may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of except as
specifically provided in the Plan or this Agreement.

     

    3.  
Lapse
of Transfer Restrictions.  The
transfer restrictions set forth in Section 2 above shall lapse in increments of
50% as of January 15, 2011 and 50% as of January 15, 2012; provided that Grantee
has satisfied all applicable tax withholding obligations as provided in Section
5.1 below and the conditions of Sections 5.2 through 5.4 below have been
satisfied.  Upon the lapse of transfer restrictions, settlement shall
be made in shares of the Company’s Common Stock (the “Common
Stock”).

     

    4.  
Termination
of Employment; Termination of Right to Stock Units.  In
the event of Grantee’s death prior to the lapse of transfer restrictions of
Section 3 above, the shares underlying the Stock Units shall transfer as of the
date one month following the date of death.  Upon Termination of
Employment for any other reason, the Stock Units that remain subject to transfer
restrictions as of the date of such termination shall remain subject to the
provisions of Section 3 above.  Grantee’s rights in respect of future
grants of Stock Units shall immediately terminate upon Termination of
Employment, except that Grantee shall be entitled to receive a final grant of
Stock Units determined in accordance with Section 1 for any portion of Grantee’s
Salary Stock Cash Value that had accrued through the date of Termination of
Employment but had not yet been paid.  In addition, Grantee’s right to
future Stock Units under this Agreement will terminate on December 31,
2010.

     

    5.  
Conditions
to Lapse of Transfer Restrictions.

     

    5.1 Tax
Withholding.  Prior to the lapse of transfer restriction on the
Stock Units, Grantee must pay, or otherwise provide for to the satisfaction of
the Company, any applicable federal or state withholding obligations of the
Company. Unless the Committee permits otherwise, Grantee shall provide for
payment of withholding taxes (e.g., income taxes) upon lapse of the transfer
restriction by hereby allowing and directing the Company to retain shares of
Common Stock with a Fair Market Value (determined as of the applicable Lapse
Date) equal to the statutory minimum amount of taxes required to be
withheld.  In such case, the Company shall issue the net number of
shares of Common Stock to the Grantee by deducting the shares retained from the
total number of Stock Units that are no longer subject to transfer
restrictions.

     

    5.2 Compliance
with Laws.  The transfer restrictions set fourth in Section 2
above shall not lapse unless such lapse and the issuance or release of the
related Stock Units is in compliance, to the reasonable satisfaction of the
Committee, with all applicable federal and state laws, as they are in effect on
the date of the lapse of restrictions.

    
 

    5.3 Other
Conditions.  The Committee may require that Grantee comply with
such other procedures relating to the lapse of transfer restrictions on the
Stock Units and the release of shares of Common Stock to Grantee 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 the Stock Units.

     

    5.4 Release
of Shares.  As promptly as is practicable after the lapse of
transfer restrictions and satisfaction of Sections 5.1 through 5.3 above, the
Company shall release 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 release until it
receives satisfactory proof that the release 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
Stock Units or Common Stock 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 release shares
of Common Stock, any outstanding amounts then owed by Grantee to the Company,
but only to the extent such offset does not violate Section 409A of the
Code.

     

    
 

    7.  
Nontransferability
of Agreement.  The
rights conferred by this Agreement 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 the rights of a stockholder with respect to voting or
dividends.

     

     

    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 to continue or establish any 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.  The Company has not yet determined
whether, and to what extent, the Stock Units will be taken into account for
purposes of determining benefits under other compensation and benefit plans,
programs, policies and arrangements maintained by the Company.  Any
such determination will be made in the sole discretion of the Company and the
Company will inform Grantee once such a determination has been
made.

     

     

    10.  
Change
in Control.  Subject
to the terms of the Plan, the transfer restrictions on the Stock Units shall
lapse upon the occurrence of a Change in Control and the Stock Units shall be
paid as soon as practicable thereafter to the extent permitted under applicable
law, rules, regulation and guidance.

     

     

    11.  
Amendment;
Committee Discretion.  The Committee may at any time amend the
terms and conditions set forth in this Agreement; provided
that, notwithstanding the foregoing, no such amendment shall materially
adversely affect Grantee’s rights and obligations under this Agreement with
respect to amounts that Grantee has already earned and accrued without Grantee’s
prior written consent (or the consent of Grantee’s estate, if such consent is
obtained after Grantee’s death) and any such amendment shall be made in
accordance with Section 409A of the Code.  Any amendment of this
Agreement shall be in writing signed by an authorized member of the Committee or
a person or persons designated by the Committee.  Subject to the other
provisions of this Section 11, the Committee shall have full discretion with
respect to any actions to be taken or determinations to be made in connection
with this Agreement, and its determinations shall be final, binding and
conclusive.

     

    12.           Entire
Agreement.    These
Stock Units are granted pursuant to the Plan and this Agreement.  The
Plan is incorporated herein by reference.   This Agreement, the
Plan and such other documents as may be executed in connection with this Stock
Unit grant 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.

     

    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.

     

                                   
16.           Regulatory
Matters/Compliance with Laws.  Compensation
under this Agreement is subject to applicable regulations issued by the U.S.
Department of the Treasury and applicable requirements of agreements between the
Company and the U.S. government, as the same are in effect from time to
time.  Grantee may receive compensation under this Agreement only to
the extent that it is consistent with those regulations and requirements. In
the event that the grant, exercise, lapse of restrictions, payment, settlement,
or accrual of this award or any term of this award is restricted or prohibited
or otherwise conflicts with any applicable statute (including, without
limitation, the Emergency Economic Stabilization Act of 2008, as amended by the
American Recovery and Reinvestment Act of 2009) or any applicable regulation or
other guidance thereunder, or any agreement or arrangement with or restriction
imposed by, the United States Department of the Treasury, any bank regulatory
agency or any other governmental agency (a “Governmental Restriction”), in each
case, as determined by Committee in its sole discretion, then the Committee may
unilaterally modify the terms of this award in such manner as the Committee
determines in its sole discretion to be necessary to avoid such restriction or
prohibition or eliminate such conflict, all without the further consent of
Grantee, such consent being given through Grantee’s acceptance of this
award.  Such modifications may include, without limitation, the
modification of this award into an award of another type (such as an option
award), a reduction of the number of shares covered by this award or any such
modified award, the addition of grant, exercise, vesting or lapse of
restrictions conditions, the delay or cessation of exercise, lapse of
restrictions, payment, settlement, or accrual of this award, and the
cancellation for no consideration of all or a portion of this
award.  In addition, any shares of Common Stock acquired by Grantee
pursuant to this award, or any proceeds from the disposition of any such shares,
shall be subject to forfeiture and return to the Company to the extent required
by a Governmental Restriction.

     

     

    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date noted above.

     

    ZIONS
BANCORPORATION

     

    By:           __________________________