What is the primary reason for these amendments to U.S. Bancorp's compensation plans?

The primary reason for these amendments is to ensure compliance with Section 409A of the Internal Revenue Code, which imposes strict rules on non-qualified deferred compensation plans. The changes are technical adjustments to align existing plans and agreements with these regulatory requirements, particularly concerning the timing of payments and deferral elections.

Do these amendments impact the actual amount of compensation or benefits employees and directors will receive?

The filing states that the amendments to the deferred compensation plans are generally technical in nature and the amount of benefits a participant will be entitled to receive will be actuarially equivalent to the amount prior to the amendments. Similarly, the stock incentive plan changes focus on compliance and clarification rather than altering the economic value of awards.

Which key executives had their severance agreements amended?

Key executives whose severance agreements were amended include Richard K. Davis, Andrew Cecere, William L. Chenevich, Pamela A. Joseph, and Lee R. Mitau. The amendments primarily adjusted the definition of 'Good Reason' to comply with Section 409A.

Are there any new provisions related to termination payments for executives?

Yes, specifically for Pamela A. Joseph's Employment Agreement, an amendment introduced a six-month delay in the date on which termination payments will be made, as part of the Section 409A compliance measures. This aims to ensure compliance with rules regarding the timing of payments upon separation from service.

US BANCORP \DE\ 8-K: Leadership Changes

Summary

This Form 8-K filing by U.S. Bancorp reports on significant amendments made to its compensatory plans and agreements, primarily to ensure compliance with Section 409A of the Internal Revenue Code. These changes, effective primarily on January 1, 2009, and December 31, 2008, involved technical adjustments to deferred compensation plans, stock incentive plans, executive severance agreements, and individual employment agreements. The core objective of these amendments was to align the company's compensation structures with new regulatory requirements regarding the timing of distributions, deferral elections, and payment elections for non-qualified deferred compensation. While the amendments are largely technical and intended to maintain the actuarial equivalence of benefits, they introduce new definitions and procedural clarifications for key terms like 'Change in Control' and 'Good Reason' to meet Section 409A compliance. Investors should note that these changes do not appear to fundamentally alter the economic value of the compensation arrangements, but rather ensure their legal and regulatory standing.

Key Highlights

1U.S. Bancorp amended several non-qualified deferred compensation plans to comply with Section 409A of the Internal Revenue Code.
2Amendments were made to the 2007 Stock Incentive Plan and new award agreements were adopted to align with Section 409A.
3Restricted stock unit award agreements for non-employee directors were amended, including modifications to the definition of 'Change in Control'.
4Executive severance agreements for key officers, including Richard K. Davis and Pamela A. Joseph, were amended to conform to Section 409A, particularly regarding the definition of 'Good Reason'.
5Pamela A. Joseph's Employment Agreement was amended to adjust definitions of 'Change in Control' and 'Good Reason', and a six-month delay was introduced for termination payments.
6New forms of stock incentive award agreements for executive officers (stock options, restricted stock, restricted stock units) were adopted, incorporating Section 409A compliance and clarifying terms like 'Retirement' and 'Separation from Service'.
7A new form of restricted stock award agreement for non-employee directors was adopted to comply with Section 409A and modify 'Change in Control' definitions.

US BANCORP \DE\ 8-K Report, Executive Changes (Jan 7, 2009)

Summary

Key Highlights

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