As filed with the Securities and Registration No. 333-
Exchange Commission on October 5, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S - 8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ZIONS BANCORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Utah 87-0227400
------------------------ --------------------------
(State of Incorporation) (I.R.S. Employer I.D. No.)
One South Main, Suite 1380
Salt Lake City, Utah 84111
---------------------------------------- ---------
(Address of Principal Executive Offices) (Zip code)
1998 Non-Qualified Stock Option and Incentive Plan
--------------------------------------------------
(Full title of plan)
Dale M. Gibbons
ZIONS BANCORPORATION
One South Main, Suite 1380
Salt Lake City, Utah 84111
---------------------------------------
(Name and address of agent for service)
(801) 524-4787
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
===================================================================================================================================
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
Title of each Proposed maximum Proposed maximum
class of securities Amount to be offering price aggregate offering Amount of
to be registered registered(1) per unit(2) price registration fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
No Par Value 1,500,000 $53.1875 $79,781,250 $22,179.19
</TABLE>
(1) Pursuant to Rule 416, this Registration Statement shall also cover any
additional shares of Zions Bancorporation common stock that become
issuable under the 1998 Non-Qualified Stock Option and Incentive Plan
by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration that
increases the number of Zions Bancorporation's outstanding shares of
common stock.
(2) Estimated solely for the purpose of computing the registration fee
required by Section 6(b) of the Securities Act of 1933 and computed
pursuant to Rule 457(h)(1) under the Securities Act based on the
average of the high and low prices of the common stock on September 28,
1999, as reported on the Nasdaq National Market.
The Exhibit Index appears after the signature page of this Registration
Statement.
<PAGE>
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Item 1. Plan Information.
Zions Bancorporation will send or give the documents containing the
information specified in this Item 1 to each participant as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Securities and
Exchange Commission and the instructions to Form S-8, Zions Bancorporation is
not filing such documents with the Securities and Exchange Commission either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
Zions Bancorporation will send or give the documents containing the
information specified in this Item 1 to each participant as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Securities and
Exchange Commission and the instructions to Form S-8, Zions Bancorporation is
not filing such documents with the Securities and Exchange Commission either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act.
PART II
Item 3. Incorporation of Certain Documents by Reference
The following documents previously filed by the Zions Bancorporation
with the Commission are incorporated by reference in this registration
statement:
o Zions Bancorporation's Annual Report on Form 10-K for the year
ended December 31, 1998, filed pursuant to the Securities
Exchange Act of 1934;
o The description of Zions Bancorporation common stock which is
contained in Zions Bancorporation's registration statement on
Form 10, and any amendment or report filed to update such
description;
o The description of the Zions Bancorporation Rights Plan
contained in Zions Bancorporation's registration statement on
Form 8-A dated October 10, 1996, and any amendment or report
filed to update such description; and
o All other documents filed by the Zions Bancorporation pursuant
to Sections 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended, since December 31, 1998 to the date of this
filing.
All documents subsequently filed by Zions Bancorporation pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Item 4. Description of Securities
Does not apply.
Item 5. Interests of Named Experts and Counsel
None.
2
<PAGE>
Item 6. Indemnification of Directors and Officers
The Articles of Incorporation of Zions Bancorporation provide that no
director of Zions Bancorporation will be personally liable to Zions
Bancorporation or its shareholders for money damages for any breach of fiduciary
duty by such director while acting as a director, except for liability:
(1) for any breach of the director's duty of loyalty to Zions
Bancorporation or its shareholders;
(2) for acts of omissions not in good faith or which involve
intentional misconduct or knowing violation of the law; or
(3) for any transaction from which the director obtained an
improper personal benefit.
Part 9 of the Utah Revised Business Corporation Act contains provisions
entitling directors and officers of Zions Bancorporation to indemnification
under certain conditions from judgments, fines, amounts paid in settlement, and
reasonable expenses, including attorneys' fees, as the result of an action or
proceeding in which they may be involved by reason of being or having been a
director or officer of Zions Bancorporation. Indemnification under Utah law is
generally permissible if the conduct of the director or officer was in good
faith and the director or officer reasonably believed that his conduct was in,
or not opposed to, Zions Bancorporation's best interests, and, in a criminal
case, that the director or officer had no reasonable cause to believe his
conduct was unlawful. Such indemnification would not be permitted under Utah law
in connection with a proceeding by or in the right of Zions Bancorporation in
which the director or officer was adjudged liable to Zions Bancorporation, or in
connection with any other proceeding in which the officer or director was
adjudged liable on the basis that he obtained an improper personal benefit.
Mandatory indemnification is required under Utah law for a director or
officer who is successful, on the merits or otherwise, in the defense of any
proceeding, or any claim, issue or matter in a proceeding, to which he was a
party because he is or was an officer or director of Zions Bancorporation. A
court may order indemnification where mandatory under Utah law or if the court
determines that the officer or director is fairly and reasonably entitled to
indemnification in view of all relevant circumstances and regardless of whether
the officer or director met the applicable standard of conduct or was adjudged
liable to Zions Bancorporation or adjudged liable on the basis that he derived
an improper personal benefit.
Payment of expenses for officers and directors is permitted in advance
of a final disposition of a proceeding on certain conditions, including the
furnishing of written affirmation by the officer or director of his good faith
belief that he has met the applicable standard of conduct, the furnishing of a
written agreement to repay the advance if the officer or director is ultimately
determined not to have met the applicable standard of conduct, and a
determination is made that the facts then known to the persons making the
determination would not preclude indemnification under Utah law. This
determination is to be made either by the Board of Directors, a committee of the
Board of Directors, special counsel, or the shareholders, under conditions and
procedures generally designed to assure the independence of the body making the
determination.
Zions Bancorporation maintains officers' and directors' indemnity
insurance against expenses of defending claims or payment of amounts arising out
of good-faith conduct believed by the officer or director to be in or not
opposed to the best interests of Zions Bancorporation.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling Zions
Bancorporation pursuant to the foregoing arrangements, Zions Bancorporation has
been informed that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
Item 7. Exemption from Registration Claimed
Does not apply.
3
<PAGE>
Item 8. Exhibits
The following is a list of exhibits filed as part of this Registration
Statement:
Exhibit No. Description of Exhibit and Method of Filing
- ------------------------------------ -------------------------------------------
4.1* Restated Articles of Incorporation of Zions
Bancorporation dated November 8, 1993, and
filed with the Utah Division of
Corporations and Commercial Code on
November 9, 1993, and incorporated by
reference to Exhibit 3.1 to Zions
Bancorporation's Form S-4 Registration
Statement, File No. 33- 51145, filed on
November 22, 1993.
4.2* Restated Bylaws of Zions Bancorporation,
dated November 8, 1993, and
incorporated by reference to Exhibit 3.2 to
Zions Bancorporation's Form S-4
Registration Statement, File No. 33-51145,
filed November 22, 1993.
4.3* Amendment to the Restated Bylaws of Zions
Bancorporation, dated September 18, 1998,
and incorporated by reference to Exhibit 3
to Zions Bancorporation's Quarterly Report
on Form 10-Q for the quarter ended
September 30, 1998, File No. 0-02610.
4.4* Articles of Amendment to the Restated
Articles of Incorporation of Zions
Bancorporation dated April 30, 1997 and
filed with the Utah Division of
Corporations and Commercial Code on May 2,
1997, and incorporated by reference to
Exhibit 3.1 of Zions Bancorporation's
Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997, File No.
0-2610.
4.5* Articles of Amendment to the Restated
Articles of Incorporation of Zions
Bancorporation dated April 24, 1998 and
filed with the Utah Division of
Corporations and Commercial Code on April
27, 1997, and incorporated by reference to
Exhibit 3 of Zions Bancorporation's
Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998, File No.
0-02610.
4.6* Shareholder Protection Rights Agreement,
dated as of September 27, 1996, between
Zions Bancorporation and Zions First
National Bank as Rights Agent, and
incorporated by reference to Exhibit 1 to
Zions Bancorporation's Form 8-K, filed
October 12, 1996.
4.7 Zions Bancorporation 1998 Non-Qualified
Stock Option and Incentive Plan.
5.1 Opinion of Callister Nebeker & McCullough
Regarding Legality.
23.1 Consent of KPMG LLP, Independent Auditors.
23.2 Consent of Callister Nebeker & McCullough.
24.1 Powers of Attorney, which are included as
part of the signature page of this
Registration Statement.
* incorporated by reference.
Item 9. Undertakings
Zions Bancorporation hereby undertakes:
(1) (a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
4
<PAGE>
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not
apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by Zions Bancorporation pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(2) Zions Bancorporation hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of Zions Bancorporation's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of Zions Bancorporation pursuant to the foregoing provisions,
or otherwise, Zions Bancorporation has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by Zions Bancorporation of
expenses incurred or paid by a director, officer or controlling person
of Zions Bancorporation in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, Zions
Bancorporation will, unless in the opinion of its counsel the matter
has been settled by the controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Zions Bancorporation
(Registrant) certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Salt Lake, State of Utah, on the 4th day of
October 1999.
ZIONS BANCORPORATION
By: /S/ Harris H. Simmons
----------------------------
Harris H. Simmons, President
and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Harris H. Simmons and Dale M. Gibbons, and each of them, his or her
true and lawful attorneys-in-fact and agents, with full powers of substitution
and resubstitution for him in his name, place, and stead, in any and all
capacities to sign any and all pre-effective amendments to this Registration
Statement and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission under the
Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 4th day of October 1999.
/S/ Harris H. Simmons President, Chief Executive October 5, 1999
- ------------------------- Officer and Director
Harris H. Simmons
/S/ Dale M. Gibbons Executive Vice President October 5, 1999
- ------------------------- and Chief Financial Officer
Dale M. Gibbons
/S/ Nolan X. Bellon Senior Vice President October 5, 1999
- ------------------------- and Controller
Nolan X. Bellon
/S/ Roy W. Simmons Chairman and Director October 5, 1999
- -------------------------
Roy W. Simmons
/S/ Jerry C. Atkin Director October 5, 1999
- -------------------------
Jerry C. Atkin
/S/ R.D. Cash Director October 5, 1999
- -------------------------
R.D. Cash
/S/ L.E. Simmons Director October 5, 1999
- -------------------------
L.E. Simmons
/S/ Grant R. Caldwell Director October 5, 1999
- -------------------------
Grant R. Caldwell
/S/ I.J. Wagner Director October 5, 1999
- -------------------------
I.J. Wagner
6
<PAGE>
/S/ Roger B. Porter Director October 5, 1999
- ---------------------------
Roger B. Porter
/S/ Richard H. Madsen Director October 5, 1999
- ---------------------------
Richard H. Madsen
/S/ Robert G. Sarver Director October 5, 1999
- ---------------------------
Robert G. Sarver
/S/ Shelly Thomas Director October 5, 1999
- -------------------------
Shelly Thomas
7
<PAGE>
EXHIBIT INDEX
ZIONS BANCORPORATION
ZIONS BANCORPORATION - 1998 Non-Qualified Stock Option and Incentive Plan
FORM S-8
Exhibit No. Description of Exhibit and Method of Filing
- ------------------------------------ -------------------------------------------
4.1* Restated Articles of Incorporation of Zions
Bancorporation dated November 8, 1993, and
filed with the Utah Division of
Corporations and Commercial Code on
November 9, 1993, and incorporated by
reference to Exhibit 3.1 to Zions
Bancorporation's Form S-4 Registration
Statement, File No. 33- 51145, filed on
November 22, 1993.
4.2* Restated Bylaws of Zions Bancorporation,
dated November 8, 1993, and
incorporated by reference to Exhibit 3.2 to
Zions Bancorporation's Form S-4
Registration Statement, File No. 33-51145,
filed November 22, 1993.
4.3* Amendment to the Restated Bylaws of Zions
Bancorporation, dated September 18, 1998,
and incorporated by reference to Exhibit 3
to Zions Bancorporation's Quarterly Report
on Form 10-Q for the quarter ended
September 30, 1998, File No. 0-02610.
4.4* Articles of Amendment to the Restated
Articles of Incorporation of Zions
Bancorporation dated April 30, 1997 and
filed with the Utah Division of
Corporations and Commercial Code on May 2,
1997, and incorporated by reference to
Exhibit 3.1 of Zions Bancorporation's
Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997, File No.
0-2610.
4.5* Articles of Amendment to the Restated
Articles of Incorporation of Zions
Bancorporation dated April 24, 1998 and
filed with the Utah Division of
Corporations and Commercial Code on April
27, 1997, and incorporated by reference to
Exhibit 3 of Zions Bancorporation's
Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998, File No.
0-02610.
4.6* Shareholder Protection Rights Agreement,
dated as of September 27, 1996, between
Zions Bancorporation and Zions First
National Bank as Rights Agent, and
incorporated by reference to Exhibit 1 to
Zions Bancorporation's Form 8-K, filed
October 12, 1996.
4.7 Zions Bancorporation 1998 Non-Qualified
Stock Option and Incentive Plan.
5.1 Opinion of Callister Nebeker & McCullough
Regarding Legality.
23.1 Consent of KPMG LLP, Independent Auditors.
23.2 Consent of Callister Nebeker & McCullough.
24.1 Powers of Attorney, which are included as
part of the signature page of this
Registration Statement.
* incorporated by reference.
8
Exhibit 4.7
Zions Bancorporation 1998 Non-Qualified Stock Option and Incentive Plan
-----------------------------------------------------------------------
Zions Bancorporation
a Utah corporation
1998 Non-Qualified Stock Option and Incentive Plan
ARTICLE I - GENERAL
1.1. Purpose.
The purposes of this Zions Bancorporation 1998 Non-Qualified Stock Option
and Incentive Plan (the "Plan") are to: (1) substitute the Plan in place of the
Company's employee profit sharing plan; (2) closely associate the interests of
certain key employees of Zions Bancorporation, a Utah corporation, and its
affiliates (collectively referred to as the "Company") with the shareholders of
the Company, by reinforcing the relationship between participants' rewards and
shareholder gains; (3) provide such key employees with an equity ownership in
the Company commensurate with Company performance, as reflected in increased
shareholder value; (4) maintain competitive compensation levels; and (5) provide
an incentive to certain key employees to remain with the Company and to put
forth maximum efforts for the success of its business. Executive officers and
directors are not eligible to receive any grants under this Plan.
1.2. Administration.
(a) The Board of Directors of the Company, or the Employee Health,
Benefits and Pension Committee of the Company (whether the full Board, or a
committee, referred to herein as the "Committee"), shall administer the
Plan and shall approve any transaction under the Plan involving a grant,
award or other acquisition from the Company. Once appointed, the Committee
shall continue to serve until otherwise directed by the Board. From time to
time, the Board may increase or change the size of the Committee, and
appoint new members thereof, remove members (with or without cause) and
appoint new members in substitution therefor, fill vacancies, however
caused, or remove all members of the Committee.
(b) The Committee shall have the authority, without limitation, in its
sole discretion, subject to and not inconsistent with the express
provisions of the Plan, and from time to time, to:
(i) Administer the Plan and to exercise all the powers and
authorities either specifically granted to it under the Plan
or necessary or advisable in the administration of the Plan;
(ii) Designate the employees or classes of employees or others
eligible to participate in the Plan from among those described
in Section 1.3 below;
(iii) Grant awards provided in the Plan in such form, amount
and under such terms as the Committee shall determine;
(iv) Determine the purchase price of shares of Common Stock
covered by each Option (the "Option Price");
(v) Determine the Fair Market Value of Common Stock for
purposes of Options;
(vi) Determine the time or times at which Options shall be
granted;
(vii) Determine the terms and provisions of the Option
agreements (none of which need be identical or uniform)
evidencing Options granted under the Plan and to impose such
limitations, restrictions and conditions upon any such award
as the Committee shall deem appropriate; and
<PAGE>
(viii) Interpret the Plan, adopt, amend and rescind rules and
regulations relating to the Plan, and make all other
determinations and take all other action necessary or
advisable for the implementation and administration of the
Plan.
The Committee may delegate to one or more of its members or to one or
more agents such administrative duties as it may deem advisable, and the
Committee or any delegate may employ one or more persons to render advice with
respect to any responsibility the Committee or such person may have under the
Plan.
(c) All decisions, determinations and interpretations of the Committee
on all matters relating to the Plan shall be in its sole discretion and
shall be final, binding and conclusive on all Optionees and the Company.
(d) One member of the Committee shall be elected by the Committee as
chairman. The Committee shall hold its meetings at such times and places as
it shall deem advisable. All determinations of the Committee shall be made
by a majority of its members either present in person or participating by
conference telephone at a meeting or by written consent. The Committee may
appoint a secretary and make such rules and regulations for the conduct of
its business as it shall deem advisable, and shall keep minutes of its
meetings.
(e) No member of the Board or Committee shall be liable for any action
taken or decision or determination made in good faith with respect to any
Option award hereunder.
(f) Unless such holding period is waived by the Company, any employees
of the Company who are subject to the short-swing profits provisions of
Section 16 of the Securities Exchange Act of 1934 (the "34 Act") and who
acquire shares of Company stock pursuant to this Plan, must hold such
shares for a period of six months following the date of acquisition,
provided that this condition shall be satisfied with respect to stock
options or other derivative securities granted to such employees if at
least six months elapse from the date of grant of the Option to the date of
disposition by such employee of the Option (other than upon exercise), or
the shares of Common Stock underlying the Option.
1.3. Eligibility for Participation
Participants in the Plan shall be selected by the Committee, and awards
under the Plan, as described in Section 1.4 below, may be granted by the
Committee, to employees of the Company who have been employed by the Company for
at least one full year prior to the date of grant and work at least 20 hours per
week; provided, however, that executive officers and directors are not eligible
to receive any grants under this Plan. For purposes of this Plan, an employee's
prior employment with an entity that has been acquired by the Company shall be
counted towards the one-year employment requirement set forth herein.
1.4. Types of Awards Under Plan.
Awards under the Plan shall be in the form of non-qualified stock
options, the tax consequences of which are governed by the provisions of Section
83 of the Internal Revenue Code of 1986 (the "Code"), as described in Article
II.
1.5. Aggregate Limitation on Awards.
(a) Except as may be adjusted pursuant to Section 4.10 below, shares
of stock which may be issued upon exercise of Options under the Plan shall
be authorized and unissued or treasury shares of Common Stock of the
Company ("Common Stock"). The number of shares of Common Stock the Company
shall reserve for issuance upon exercise of Options to be granted from time
to time under the Plan, and the maximum number of shares of Common Stock
which may be issued under the Plan, shall not exceed in the aggregate One
Million Five Hundred Thousand (1,500,000) shares of Common Stock. In the
absence of an effective registration statement under the Securities Act of
1933 (the "Act"), all Stock Options granted and shares of Common Stock
subject to their exercise will be restricted as to subsequent resale or
transfer, pursuant to the provisions of Rule 144 promulgated under the Act.
<PAGE>
(b) For purposes of calculating the maximum number of shares of Common
Stock which may be issued under the Plan:
(i) All the shares issued (including the shares, if any,
withheld for tax withholding requirements) shall be counted
when cash is used as full payment for shares issued upon
exercise of an Option; and
(ii) Only the net shares issued (including the shares, if any,
withheld for tax withholding requirements) shall be counted
when shares of Common Stock are used as full or partial
payment for shares issued upon exercise of an Option.
(c) Shares tendered by a participant as payment for shares issued upon
exercise of an Option shall be available for issuance under the Plan. Any
shares of Common Stock subject to an Option, which for any reason is
canceled, terminated, unexercised or expires in whole or in part shall
again be available for issuance under the Plan.
1.6. Effective Date and Term of Plan.
(a) The Plan shall become effective as of the 19th day of September
1998 (the "Effective Date").
(b) No awards shall be granted under the Plan after or on the 19th day
of September 2008, which date is ten (10) years after the Effective Date
(the "Plan Termination Date"); provided, however, that the Plan and all
awards made under the Plan prior to such Plan Termination Date shall remain
in effect until such awards have been satisfied or terminated in accordance
with the Plan and the terms of such awards.
ARTICLE II - STOCK OPTIONS
2.1. Award of Stock Options.
The Committee may from time to time, and subject to the provisions of
the Plan, and such other terms and conditions as the Committee may prescribe,
grant to any participant in the Plan one or more options to purchase for cash or
for Company shares the number of shares of Common Stock allotted by the
Committee ("Stock Options"). The date a Stock Option is granted shall mean the
date selected by the Committee as of which the Committee allots a specific
number of shares to a participant pursuant to the Plan.
2.2. Stock Option Agreements.
The grant of a Stock Option shall be evidenced by a writing which shall
set forth, at a minimum, the name of the grantee, the date of the grant, the
amount of options granted and the Option Price. Any such writing shall be in a
form which the Committee shall determine appropriate under the circumstances.
2.3. Stock Option Price.
The Option Price per share of Common Stock deliverable upon the
exercise of a Stock Option shall be at least 100% of the Fair Market Value of a
share of Common Stock on the date the Stock Option is granted, unless the
Committee shall determine, in its sole discretion, that there are circumstances
which reasonably justify the establishment of a lower Option Price.
2.4. Term, Vesting and Exercise.
Unless otherwise provided by the Committee or in the Stock Option Agreement
pertaining to the Stock Options, each Stock Option shall be exercisable
beginning one year after the date of its grant and ending not later than four
years after the date of grant thereof (the "Option Term"). No Stock Option shall
be exercisable after the expiration of its Option Term. All Stock Options shall
be subject to three-year vesting. One-third (1/3) shall vest on the first
anniversary of the grant; one- third (1/3) shall vest on the second anniversary
of the grant; and the final one-third (1/3) shall vest on the third anniversary
of the grant.
<PAGE>
2.5. Manner of Payment.
The Committee shall establish a procedure governing the exercise of the
Stock Options granted hereunder, which shall provide that, upon such exercise in
respect of any shares of Common Stock subject thereto, the Optionee shall pay to
the Company, in full, the Option Price for such shares with cash or with Common
Stock previously owned by Optionee.
2.6. Death of Optionee.
(a) Upon the death of the Optionee, any rights to the extent
exercisable on the date of death shall immediately vest and may be
exercised by the Optionee's estate, or by a person who acquires the right
to exercise such Stock Option by bequest or inheritance or by reason of the
death of the Optionee, provided that such exercise occurs within both the
remaining effective term of the Stock Option and one year after the
Optionee's death.
(b) The provisions of this Section shall apply notwithstanding the
fact that the Optionee's employment may have terminated prior to death, but
only to the extent of any rights exercisable on the date of death.
2.7. Retirement, Disability or Termination of Employment.
Upon termination of the Optionee's employment, whether voluntarily or
involuntarily, by reason of retirement or permanent disability (as each is
determined by the Committee), the Optionee may, within ninety (90) days from the
date of termination, exercise any Stock Options to the extent such options are
exercisable during such ninety-day period.
2.8. Termination for Cause.
If an Optionee's employment is terminated for cause, as determined in
the sole discretion of the Committee, all Stock Options shall immediately
terminate and may not be exercised.
ARTICLE III - INCENTIVE STOCK OPTIONS
3.1. Award of Incentive Stock Options.
There shall be no Incentive Stock Options awarded under this Plan.
ARTICLE IV - MISCELLANEOUS
4.1. General Restriction.
Each award under the Plan shall be subject to the requirement that, if
at any time the Committee shall determine that (i) the listing, registration or
qualification of the shares of Common Stock subject or related thereto upon any
securities exchange or under any state or Federal law, or (ii) the consent or
approval of any government regulatory body, or (iii) an agreement by the grantee
of an award with respect to the disposition of shares of Common Stock, is
necessary or desirable as a condition of, or in connection with, the granting of
such award or the issue or purchase of shares of Common Stock thereunder, such
award may not be exercised or consummated in whole or in part unless and until
such listing, registration, qualification, consent, approval or agreement shall
have been effected or obtained free of any conditions not acceptable to the
Committee.
<PAGE>
4.2. Withholding Taxes.
Whenever the Company proposes or is required to issue or transfer
shares of Common Stock under the Plan, the Company shall, to the extent
permitted or required by law, have the right to require the Optionee, as a
condition of exercise of its Options, to remit to the Company no later than the
date of issuance or exercise, or make arrangements satisfactory to the Committee
regarding payment of, any amount sufficient to satisfy any Federal, state and/or
local taxes of any kind, including, but not limited to, withholding tax
requirements prior to the delivery of any certificate or certificates for such
shares. If the participant fails to pay the amount required by the Committee,
the Company shall have the right to withhold such amount from other amounts
payable by the Company to the participant, including but not limited to, salary,
fees or benefits, subject to applicable law. Alternatively, the Company may
issue or transfer such shares of Common Stock net of the number of shares
sufficient to satisfy any such taxes, including, but not limited to, withholding
tax requirements. For withholding tax purposes, the shares of Common Stock shall
be valued on the date the withholding obligation is incurred.
4.3. Right to Terminate Employment.
Nothing in the Plan or in any agreement entered into pursuant to the
Plan shall confer upon any participant the right to continue in the employment
of the Company or affect any right which the Company may have to terminate the
employment of such participant.
4.4. Non-Uniform Determinations.
The Committee's determinations under the Plan (including, without
limitation, determinations of the persons to receive awards, the form, amount
and timing of such awards, the terms and provisions of such awards and the
agreements evidencing same) need not be uniform and may be made by it
selectively among persons who receive, or are eligible to receive, awards under
the Plan, whether or not such persons are similarly situated.
4.5. Rights as a Shareholder.
The recipient of any award under the Plan shall have no rights as a
shareholder with respect thereto unless and until certificates for shares of
Common Stock are issued to him or her.
4.6. Fractional Shares.
Fractional shares shall not be granted under this Plan.
4.7. Definitions.
As used in this Plan, the following words and phrases shall have the
meanings indicated in the following definitions:
(a) "Affiliate" means any person or entity which directly, or
indirectly through one or more intermediaries, controls, is controlled by,
or is under common control with the Company.
(b) "Disability" shall mean an Optionee's inability to engage in any
substantial gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to result in death or
that has lasted or can be expected to last for a continuous period of not
less than one year.
(c) "Fair Market Value" per share in respect of any share of Common
Stock as of any particular date shall mean (i) the closing price per share
of Common Stock reflected on a national securities exchange for the last
preceding date on which there was a sale of such Common Stock on such
exchange; or (ii) if the shares of Common Stock are then traded on an
over-the-counter market, the average of the closing bid and asked prices
for the shares of Common Stock in such over-the-counter market for the last
preceding date on which there was a sale of such Common Stock in such
market; or (iii) in case no reported sale takes place, the average of the
closing bid and asked prices on the National Association of Securities
Dealers' Automated Quotations System ("NASDAQ") or any comparable system,
or if the shares of Common Stock are not listed on NASDAQ or comparable
system, the closing sale price or, in case no reported sale takes place,
the average of the closing bid and asked prices, as furnished by any member
of the National Association of Securities Dealers, Inc. selected from time
to time by the Company for that purpose; or (iv) if the shares of Common
<PAGE>
Stock are not then listed on a national securities exchange or traded in an
over-the-counter market, such value as the Committee in its discretion may
determine in any such other manner as the Committee may deem appropriate.
In no event shall the Fair Market Value of any share of Common Stock be
less than its par value. The Fair Market Value of the Common Stock shall be
so discounted as determined by the Committee.
(d) "Option" means a Stock Option.
(e) "Option Price" means the purchase price per share of Common Stock
deliverable upon the exercise of an Option.
(f) "Parent Corporation" shall mean any corporation (other than the
Company) in an unbroken chain of corporations ending with the Optionee's
employer corporation if, at the time of granting an Option, each of the
corporations other than the Optionee's employer corporation owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.
(g) "Subsidiary Corporation" shall mean any corporation (other than
the Company) in an unbroken chain of corporations beginning with the
Optionee's employer corporation if, at the time of granting an Option, each
of the corporations other than the last corporation in the unbroken chain
owns stock possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.
4.8. Leaves of Absence.
The Committee shall be entitled to make such rules, regulations and
determinations as it deems appropriate under the Plan in respect of any leave of
absence taken by the recipient of any Option. Without limiting the generality of
the foregoing, the Committee shall be entitled to determine (i) whether or not
any such leave of absence shall constitute a termination of employment within
the meaning of the Plan and (ii) the impact, if any, of such leave of absence on
awards under the Plan theretofore made to any recipient who takes such leave of
absence.
4.9. Newly Eligible Employees.
The Committee shall be entitled to make such rules, regarding
eligibility to participate in the Plan, after the commencement of an award
period.
4.10. Adjustments.
If there is any change in the number of shares of Common Stock through
the declaration of stock dividends, or through recapitalization resulting in
stock splits, or combinations or exchanges of such shares, the number of shares
of Common Stock available for awards under the Plan pursuant to Section 1.5
above, the number of such shares covered by the outstanding Options and the
price per share of such Options shall be proportionately adjusted by the
Committee to reflect any increase or decrease in the number of issued shares of
Common Stock; provided, however, that any fractional shares resulting from such
adjustment shall be eliminated.
A dissolution or liquidation of the Company shall cause each
outstanding option to terminate. A merger or consolidation in which the Company
is not the surviving corporation shall cause each outstanding option to be
substituted into options of the surviving corporation.
4.11. Amendment of the Plan.
The Committee may, at any time and from time to time, terminate or
modify or amend the Plan in any respect, including in response to changes in
securities, tax or other laws or rules, regulations or regulatory
interpretations thereof applicable to this Plan or to comply with stock exchange
rules or requirements. The termination or any modification or amendment of the
Plan shall not, without the consent of a participant, affect his or her other
rights under an award previously granted to him or her.
<PAGE>
4.12. General Terms and Conditions of Options.
Each Option shall be evidenced by a writing between the Company and the
Optionee, which agreement, unless otherwise stated in Article II of the Plan,
shall comply with and be subject to the following terms and conditions:
(a) Number of Shares. Each Option Agreement shall state the number of
shares of Common Stock to which the Option relates.
(b) Option Price. Each Option Agreement shall state the Option Price
which shall be not less than 100% of the undiscounted Fair Market Value of
the shares of Common Stock of the Company on the date of grant of the
Option. The Option Price shall be subject to adjustment as provided in
Section 4.10 hereof. The date on which the Committee adopts a resolution
expressly granting an Option shall be considered the day on which such
Option is granted. No Options shall be granted under the Plan more than 10
years after the date of adoption of the Plan by the Board, but the validity
of Options previously granted may extend and be validly exercised beyond
that date. Options granted under the Plan shall be for a period determined
by the Committee.
(c) Medium and Time of Payment. The Option Price shall be paid in full
at the time of exercise in cash or in shares of Common Stock having a Fair
Market Value equal to such Option Price or in a combination of cash and
such shares, and may be effected in whole or in part with monies received
from the Company at the time of exercise as a compensatory cash payment;
provided, however, that each such method and time for payment shall be
permitted by and be in compliance with applicable law. Options shall be
exercisable over the exercise period as and at the times and upon the
conditions that the Committee may determine, as reflected in the Option
Agreement. The exercise period shall be determined by the Committee for all
Options; provided, however that such exercise period shall not exceed 10
years from the date of grant of such Option. The exercise period shall be
subject to earlier termination as provided herein. An Option may be
exercised, as to any or all full shares of Common Stock as to which the
Option has become exercisable, by giving written notice of such exercise to
the Committee; provided, however, that an Option may not be exercised at
any one time as to fewer than 100 shares (or such number of shares as to
which the Option is then exercisable if such number of shares is less than
100).
(d) Termination. Unless otherwise specifically provided by the Plan,
an Option may not be exercised unless the Optionee is then in the employ of
the Company or a Parent, division or Subsidiary Corporation (or a
corporation issuing or assuming the Option in a transaction to which Code
Section 424(a) applies), and unless the Optionee has remained continuously
so employed since the date of grant of the Option. No Option may be
exercised after the expiration of its term.
(e) Non-transferability of Options. For the purpose of preserving to
the Company the right and ability to register the exercise of Options on
Form S-8 under the Act, including exercises of Options by former employees
and the executors, administrators or beneficiaries of the estates of
deceased employees, Options granted under the Plan shall not be
transferable otherwise than (i) by Will; (ii) by the laws of descent and
distribution; or (iii) to a revocable inter vivos trust for the primary
benefit of the Optionee and his or her spouse. Options may be exercised,
during the lifetime of the Optionee, only by the Optionee, his or her
guardian, legal representative or the Trustee of an above described trust.
Except as permitted by the preceding sentences, or unless the Committee
determines that the ability to register the underlying shares on Form S-8
need not be preserved, no Option granted under the Plan or any of the
rights and privileges thereby conferred shall be transferred, assigned,
pledged, or hypothecated in any way (whether by operation of law or
otherwise), and no such Option, right, or privilege shall be subject to
execution, attachment, or similar process. Upon any attempt so to transfer,
assign, pledge, hypothecate, or otherwise dispose of the Option, or of any
<PAGE>
right or privilege conferred hereby, contrary to the provisions of this
Plan, or upon the levy of any attachment or similar process upon such
Option, right, or privilege, the Option and such rights and privileges
shall immediately become null and void.
(f) Effect of Certain Changes.
(i) In the event of a change in the Common Stock of the
Company as presently constituted which is limited to a change
of all of its authorized shares with par value into the same
number of shares with a different par value or without par
value, the shares resulting from any such change shall be
deemed to be the Common Stock within the meaning of the Plan.
(ii) Except as hereinbefore expressly provided in this Plan,
the Optionee shall have no rights by reason of any subdivision
or consolidation of shares of stock or any class or the
payment of any stock dividend or any other increase or
decrease in the number of shares of stock of any class or by
reason of any dissolution, liquidation, merger, consolidation
or other reorganization or spin-off of assets or stock of
another corporation; and any issue by the Company of shares of
stock of any class shall not affect, and no adjustment by
reason thereof shall be made with respect to, the number of
price of shares of Common Stock subject to the Option. The
grant of an Option pursuant to the Plan shall not affect in
any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital
or business structures or to merge or to consolidate or to
dissolve, liquidate or sell, or transfer all or part of its
business or assets.
(g) Rights as a Shareholder. An Optionee or a transferee of an Option
shall have no right as a shareholder with respect to any shares covered by
the Option until the date of the issuance of a certificate evidencing such
shares. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or
distribution of other rights for which the record date is prior to the date
such certificate is issued, except as provided in the immediately preceding
Section hereof.
4.13. Effects of Headings
The Section and Subsection headings contained herein are for
convenience only and shall not affect the construction hereof.
ADOPTED BY RESOLUTION OF THE BOARD OF DIRECTORS, ON SEPTEMBER 18, 1998.
/s/Dale M. Gibbons
-----------------------------
Dale M. Gibbons, Secretary
Exhibit 5.1
Opinion of Callister Nebeker & McCullough Regarding Legality
------------------------------------------------------------
October 4, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration and Issuance of ZIONS BANCORPORATION Common Stock
Issuable under 1998 Non-Qualified Stock Option and Incentive Plan
Ladies and Gentlemen:
This Firm has acted as counsel to ZIONS BANCORPORATION, a Utah corporation
(the "Company"), in connection with its registration of 1,500,000 shares of its
common stock without par value (the "Shares") issuable to eligible persons
pursuant to 1998 Non-Qualified Stock Option and Incentive Plan (the "Plan").
In connection with this representation, we have examined the original, or
copies identified to our satisfaction, of such minutes, agreements, corporate
records and filings and other documents necessary to our opinion contained in
this letter. We have also relied as to certain matters of fact upon
representations made to us by officers and agents of Zions Bancorporation. Based
upon and in reliance on the foregoing, it is our opinion that:
1. Zions Bancorporation has been duly incorporated and is validly
existing and in good standing as a corporation under the laws of the
State of Utah; and has full corporate power and authority to own its
properties and conduct its business as described in the
Prospectus/Proxy Statement referred to above.
2. The Shares, when issued in compliance with the terms and conditions
of the Plan, shall be duly and validly issued and fully paid and
nonassessable; and the shareholders of Zions Bancorporation have no
pre-emptive rights to acquire additional shares in respect of the
Shares.
Very truly yours,
CALLISTER NEBEKER & McCULLOUGH
A Professional Corporation
/S/
Exhibit 23.1
Consent of KPMG LLP, Independent Auditors
-----------------------------------------
To the Board of Directors
Zions Bancorporation:
We consent to the use of our report dated January 26, 1999, with respect to the
consolidated financial statements of Zions Bancorporation as of December 31,
1998 and 1997, and for each of the years in the three-year period ended December
31, 1998, incorporated herein by reference.
/S/KPMG LLP
Salt Lake City, Utah
October 5, 1999
Exhibit 23.2
Consent of Callister Nebeker & McCullough
-----------------------------------------
October 4, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration and Issuance of Zions Bancorporation Common Stock
Issuable under the 1998 Non-Qualified Stock Option and Incentive Plan
This Firm has acted as counsel to Zions Bancorporation, a Utah corporation
(the "Company"), in connection with its registration of 1,500,000 shares of its
common stock without par value (the "Shares") issuable to eligible persons under
the 1998 Non-Qualified Stock Option and Incentive Plan.
We hereby consent to the use of our name in the Prospectus forming a part
of the Registration Statement to which this letter is attached as an Exhibit,
and therein being disclosed as counsel to Zions Bancorporation in this matter.
Very truly yours,
CALLISTER NEBEKER & McCULLOUGH
A Professional Corporation
/S/
