EXHIBIT 4.8
STOCK OPTION AGREEMENT
ZIONS UTAH BANCORPORATION
NONSTATUTORY STOCK OPTION AGREEMENT, hereinafter referred to as the
"Option" or the "Agreement", made on the 13th day of April, 1983, between ZIONS
UTAH BANCORPORATION, a Utah Corporation, and W. XXXXX XXXXXXXXX, hereinafter
referred to as the "Optionee".
The Company hereby grants an option on 6,000 shares of Common Stock of
the Company, no par value, to the Optionee at the price and in all respects
subject to the terms, definitions and provisions of the Agreement.
1. Option Price. The option price is $40.00 for each share.
2. Exercise of Option. This Option shall be exercisable, in whole
or in part, at any time and from time to time during the period commencing on
October 14, 1992 and ending October 13, 1993 (hereinafter referred to as the
"Exercise Period") in accordance with and subject to the terms of this Agreement
as follows:
(i) Right to Exercise. This Option shall be exercisable:
(a) during the term of the Exercise Period by the Optionee,
provided that the Optionee has been in continuous employment with
the Company from the date of grant of this Option (April 13,
1983) until the date of exercise;
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(b) if the Optionee should become permanently
and totally disabled, by the Optionee, within one year of the
termination of employment due to such permanent and total
disability; provided, however, that the Optionee has been in
continuous employment with the Company from the date of the
grant of this Option until the time of such termination; or
(c) if the Optionee should die while in the continuous
employment with the Company, by the estate of the Optionee,
within one year after the date of the Optionee's death; provided,
however, that the Optionee has been in continuous employment with
the Company from the date of grant of this Option until the date
of death.
Notwithstanding any of the foregoing instances, this Option shall
not be exercisable nor binding upon the Company any later than October 13, 1993.
For the purposes of the foregoing, "continuous employment with the Company"
shall mean the absence of any interruption or termination of employment by the
Company or any Parent or Subsidiary of the Company which not exists or hereafter
acquires or is organized or acquired in the case of sick leave, military leave
or any other leave of absence approved by the Company or in the case of
transfers between payroll locations of the Company or between the Company, its
Parent, its Subsidiaries or its successor.
(ii) Method of Exercise. This Option shall be exercisable by a
written notice which shall:
(a) state the election to exercise the Option,
the number of shares in respect of which it is being
exercised, the person or persons in whose name the stock
certificate or certificates for such shares of Common Stock is
to be registered, his address and Social Security Number (or
if more than one, the names, addresses and Social Security
Numbers of such persons);
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(b) contain such representations and agreements as to the
holder's investment intent with respect to such shares of Common
Stock as may be satisfactory to the Company's counsel;
(c) be signed by the person or persons entitled to exercise
the Option and, if the Option is being exercised by any person or
persons other than the Optionee, be accompanied by proof,
satisfactory to counsel for the Company, of the right of such
person or persons to exercise the Option.
Payment of the purchase price of any shares with respect to
which the Option is being exercised shall be by certified or bank cashier's
check, and shall be delivered with the notice of exercise. The certificate or
certificates for shares of Common Stock as to which the Option shall be
exercised shall be registered in the name of the person or persons exercising
the Option.
(iii)Restrictions on Exercise.
(a) This Option shall not be exercisable in whole or in part
if at any time the Board of Directors shall determine in its
discretion that the listing, registration or qualification of the
shares of Common Stock subject to this Option on any securities
exchange or under any applicable law, or the consent or approval
of any governmental regulatory body, is necessary or desirable as
a condition of, or in connection with, the
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granting of this Option or the issue of shares thereunder, unless
such listing, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions not
acceptable to the Board.
(b) Any shares of Common Stock issued or transferred under
any provision of this Agreement may be issued or transferred
subject to such conditions, in addition to those specifically
provided in this Agreement, as the Board of Directors or Company
may impose. In connection with any stock issuance or transfer,
the person acquiring the shares shall, if requested by the
Company, give assurances satisfactory to counsel to the Company
regarding such matters as the Company may deem desirable to
assure compliance with all legal requirements. The Company shall
in no event be obliged to take action in order to cause the
exercise of this Option.
(c) If a registration statement under the Securities Act of
1933 with respect to the shares issuable upon exercise of this
Option is not in effect at the time of exercise, as a condition
of the issuance of the shares of the person exercising this
Option shall give the Secretary of the Company a written
statement, satisfactory in form and substance to the Company,
that he is acquiring the shares for his own account for
investment and not with a view to their distribution. The Company
may place upon any stock certificate for shares issuable upon
exercise of this Option the following legend or such other legend
as the Company may prescribe to prevent disposition of the shares
in violation of the Securities Act of 1933 or other applicable
law:
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"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
('ACT') AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR
OTHERWISE TRANSFERRED OR OFFERED FOR SALE IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH
RESPECT TO THEM UNDER THE ACT OR A WRITTEN OPINION OF
COUNSEL FOR ZIONS UTAH BANCORPORATION THAT
REGISTRATION IS NOT REQUIRED."
3. Rights of Ownership. The Optionee or his transfers shall have
no rights as a shareholder with respect to any shares covered by this option
until the date the stock certificate is issued evidencing ownership of the
shares. Except as otherwise provided in this Agreement, no adjustments shall be
made for dividends (ordinary or extraordinary), whether in cash, securities or
other property, or distributions or other rights, for which the record date is
prior to the date such stock certificate is issued.
4. Rights with Respect to Continuance of Employment. Nothing
contained in this Agreement shall confer upon the Optionee any right with
respect to continuance of employment by the Company or any of its subsidiaries
nor limit in any way the right of the Company to terminate his employment at any
time, with or without cause.
5. Nontransferability of Option. This Option may not be
transferred in any manner otherwise than by will or the laws of descent or
distribution and may be exercised during the lifetime of the Optionee only by
him. The terms of this Option shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.
6. Stock subject to the Option. The Company shall set aside six
thousand (6,000) shares of the Common Stock. If the Option should expire or
become unexercisable for any reason without having been exercised in full, the
unpurchased shares which were subject thereto shall be free from any
restrictions.
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7. Adjustments upon Changes in Capitalization. The number of
shares of stock and the price to be paid therefor shall be subject to adjustment
as follows:
(i) In the event that the shares of Common Stock, as presently
constituted, shall be changed into or exchanged for a different
number or kind of shares of stock or other securities of the
Company or of another corporation (whether by reason or merger,
consolidation, recapitalization, reclassification, split-up,
combination or shares or otherwise) or if the number of such
shares of Common Stock shall be increased through the payment of
a stock dividend, then, subject to the provisions of Subparagraph
(c) below, there shall be substituted for or added to each share
of Common Stock subject to this Option the number and kind of
shares of the Common Stock of the Company shall be so changed or
for which each such share shall be entitled, as the case may be.
This Option shall also be appropriately amended as to price and
other terms, as may be necessary to reflect the foregoing events.
(ii) If there shall be any other change in the number or kind of
the outstanding shares of the Common Stock of the Company, or of
any stock or other securities into which such stock shall have
been changed, or for which it shall have been exchanged, and if
the Board of Directors shall, in its sole discretion, determine
that such change equitably requires an adjustment in this Option,
then such adjustment shall be made in accordance with such
determination.
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(iii)A dissolution or liquidation of the Company shall cause this
Option to terminate on the date of such dissolution or
liquidation of the Company.
(iv)Fractional shares resulting from any adjustment in this
Option pursuant to this Paragraph 7 shall not be issued upon
exercise of this Option, and the aggregate price paid shall be
appropriately reduced on account of any fractional share not
issued.
(v) To the extent that the foregoing adjustments relate to stock
or securities of the Company, such adjustments shall be made by
the Board of Directors, whose determination in that respect shall
be final, binding and conclusive. Notice of any adjustment shall
be given by the Company to the Optionee.
(vi)The grant of this Option 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 structure, to merge, to consolidate, to dissolve, to
liquidate or to sell or transfer all or any part of its business
or assets.
8. Notices. Each notice relating to this Agreement shall be in writing
and delivered in person or by certified mail to the proper address. Each notice
shall be deemed to have been given on the date it is received. Each notice to
the Company shall be addressed to it at its principal office, now at 0000
Xxxxxxx Xxxxx Xxxx xxxxxxxx, Xxxx Xxxx Xxxx, Xxxx 00000, attention of the
secretary. Each notice to the Optionee or other person or persons then entitled
to exercise the Option shall be addressed to the Optionee or such other person
or persons at the Optionee's last known address as maintained in the personnel
records of the Company. Anyone to whom a notice may be given under this
Agreement may designate a new address by notice to that effect.
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(9) Benefits of Agreement. This Agreement shall inure to the
benefit of and be binding upon each successor of the Company. All obligations
imposed upon the Optionee and all rights granted to the Company under this
Agreement shall be binding upon the Optionee's heirs, legal representatives, and
successors. This Agreement shall be the sole and exclusive source of any and all
rights which the Optionee, his heirs, legal representatives, or successors, may
have in respect to this Option, whether to himself or to any other person.
(10) Resolution of Disputes. Any dispute or disagreement which
should arise under, or as a result of, or in any way relate to, the
interpretation, construction or application of this Agreement will be determined
by the Board of Directors of the Company. Any determination made hereunder shall
be final, binding and conclusive for all purposes.
IN WITNESS WHEREOF, the Company and the Optionee have caused this
Agreement to be executed as of the day, month and year first above written.
ZIONS UTAH BANCORPORATION
By:/S/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
/S/ W. Xxxxx Xxxxxxxxx
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W. Xxxxx Xxxxxxxxx
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