2005 Non-Employee Director Compensation Structure for U.S. Bancorp Board
This document outlines the 2005 compensation plan for non-employee directors of the U.S. Bancorp Board. Directors receive an annual cash retainer, with additional cash compensation for committee chairs and Audit Committee members. They are also granted restricted stock units and stock options based on the value of U.S. Bancorp shares or options at the time of grant. Directors may choose to convert their cash compensation into additional stock options. The plan specifies how compensation amounts are calculated and the terms for stock option grants.
2005 NON-EMPLOYEE DIRECTOR COMPENSATION
The following is the 2005 compensation structure for the non-employee members of the U.S. Bancorp Board of Directors as approved on October 20, 2004:
Annual cash retainer—$70,000
Cash retainer for Audit Committee Chairman—$15,000
Cash retainer for Chairman of the Community Outreach and Fair Lending Committee, Compensation Committee, Governance Committee and Credit and Finance Committee—$10,000
Cash retainer for Audit Committee members—$5,000
Number of shares subject to annual grant of Restricted Stock Units—A number of shares equal to the quotient of (i) $53,000 divided by (ii) the fair market value of a share of U.S. Bancorp common stock on the grant date
Number of shares subject to annual grant of Stock Options*— A number of shares equal to the quotient of (i) $53,000 divided by (ii) the Black-Scholes value of a U.S. Bancorp stock option on the grant date
Directors may elect to convert up to 100% of their cash compensation earned during 2005 into additional U.S. Bancorp stock options. The number of shares subject to options issued upon any such conversion is equal to the quotient of (i) 150% of the converted cash compensation divided by (ii) the Black-Scholes value of a U.S. Bancorp stock option on the grant date.
* The exercise price of each of the stock options will equal the fair market value of a share of U.S. Bancorp common stock at the date of grant.
