8-KLeadership ChangesExhibits & Filings

US BANCORP \DE\ 8-K Report, Executive Changes (Nov 19, 2010)

Filed November 19, 2010For Securities:USBUSB-PHUSB-PPUSB-PRUSB-PQUSB-PSUSB-PA

Summary

U.S. Bancorp (USB) filed an 8-K on November 19, 2010, detailing amendments to its Performance Restricted Stock Unit Award Agreement for executive officers. The key change relates to the accrual of cash dividend equivalents. Previously, these equivalents only accrued on and after the determination date of the final award number of units. The amendment now allows for the accrual of cash dividend equivalents from the grant date (February 16, 2010) up until the determination date, provided these dividends were declared by the Board of Directors. This modification enhances the potential value of these performance-based awards for executive officers. Investors should note that the dividend equivalents accrued prior to the determination date will be paid out after this date. The final award number of units is contingent on the company's return on equity performance against a set target and its ranking within its peer group, reinforcing a performance-based compensation structure.

Key Highlights

  • 1U.S. Bancorp amended its Performance Restricted Stock Unit Award Agreement for executive officers.
  • 2The amendment allows for the accrual of cash dividend equivalents from the grant date (February 16, 2010) up to the determination date.
  • 3Previously, dividend equivalents only accrued on and after the determination date.
  • 4Dividend equivalents accrued before the determination date will be paid out post-determination.
  • 5The final number of restricted stock units is tied to U.S. Bancorp's return on equity performance relative to targets and peer group ranking.
  • 6This change affects awards granted on February 16, 2010, excluding special one-time retention awards.

Frequently Asked Questions

The primary change is that executive officers will now accrue cash dividend equivalents on performance restricted stock units from the grant date (February 16, 2010) up until the determination date of the final award number, in addition to accrual after the determination date which was previously the case.

Dividend equivalents accrued from the grant date up to the determination date will be paid out after the determination date. Dividend equivalents that were already scheduled to accrue on and after the determination date will also be paid according to the original terms.

The final award number of units is determined by two key performance metrics: U.S. Bancorp's return on equity performance compared to a predetermined target, and its return on equity ranking relative to its peer group.

No, this amended and restated agreement specifically applies to the performance restricted stock units awarded on February 16, 2010. It does not affect the special, one-time retention awards of performance restricted stock units that were also granted on that date.