Compensation Committee Charter
Purpose of the
Executive Compensation Committee
The purpose of the Executive Compensation Committee (the
"Compensation Committee") of the Board of Directors (the
"Board") of Zions Bancorporation
(the "Company") is to discharge the Board's responsibilities relating
to evaluation and compensation of the Company's executives and to produce an
annual report on executive compensation for inclusion in the Company's proxy
statement, in accordance with the rules and regulations of the Securities and
Exchange Commission (the "SEC").
The Compensation Committee shall be comprised of at least three
members, all of whom shall be "independent directors," i.e. those
directors who neither are officers or employees of the Company or its
subsidiaries (and have not been officers or employees of the Company or its
subsidiaries within the previous three years) nor have a relationship which, in
the opinion of the Board, would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director, and who are
otherwise "independent" under the rules of the Nasdaq
Stock Market, Inc. Members shall be appointed by the Board after receiving
recommendations from the Company's Nominating and Corporate Governance
Committee, and shall serve at the pleasure of the Board and for such term or
terms as the Board may determine.
Structure and Operations
The Board shall designate one member of the Compensation Committee
as its chairperson (the "Chairman"), with the chairpersonship to be
rotated periodically. The Compensation Committee shall meet at least once a
year at a time and place determined by the Chairman, with further meetings to
occur, or actions to be taken by unanimous written consent, when deemed
necessary or desirable by the Compensation Committee or the Chairman.
The Compensation Committee may invite members of management, such
as the Company's Chief Executive Officer ("CEO") to attend its
meetings. The CEO, however, shall not be present when the Compensation
Committee finalizes its deliberations and makes decisions regarding the
compensation of the CEO.
Duties and Responsibilities
The following are the duties and responsibilities of the
- In consultation with senior
management, establish the Company's general compensation philosophy, and
oversee the development and implementation of compensation programs in a
manner consistent with the best interests of the Company and its
shareholders. In accomplishing this, the Committee should encourage the
acquisition and retention by senior management of the Company's common
- Review and approve corporate
goals and objectives relevant to the compensation of the CEO, evaluate the
performance of the CEO in light of those goals and objectives, and
recommend for approval by the independent directors of the Board the CEO's
compensation level based on this evaluation. In arriving at its recommendation
regarding the long-term incentive component of CEO compensation, the
Compensation Committee shall consider the Company's performance as
reflected by measures which may include total and relative (as compared to
peer performance) shareholder return; earnings per share growth; return on
average shareholders' equity; the value of similar incentive awards to
CEOs at comparable companies; the awards given to the CEO in past years,
and any other factors which the Compensation Committee, in its discretion,
may consider appropriate.
- Review and approve the
compensation of all other "officers" of the Company as defined
in Section 16 of the Securities Exchange Act of 1934, as amended and Rule
16a-1 promulgated thereunder (the "Section 16 Officers"), and
report compensation arrangements with respect to such officers to the
Board of Directors.
- Make recommendations to the
Board with respect to the Company's incentive compensation plans and
equity-based plans, including qualified and non-qualified stock option
plans and other short-term and long-term incentive plans applicable to the
Company's executive officers, and discharge any responsibilities imposed
on the Compensation Committee by any of these plans.
- In consultation with
management, oversee regulatory compliance with respect to compensation
matters, including establishing performance goals and certifying that
performance goals have been attained for purposes of Section 162(m) of the
Internal Revenue Code.
- Review and report to the
Board any severance or similar termination arrangements made with respect
to any current or former Section 16 Officer.
- With the assistance of the
Company's staff and outside consultants, periodically review the amount
and composition of director compensation and make recommendations to the
Board as needed. Director compensation should be consistent with market
- Prepare and issue the
evaluations and reports required under "Committee Reports"
- Any other duties or
responsibilities expressly delegated to the Compensation Committee by the
Board from time to time relating to the Company's compensation programs.
The Compensation Committee may, in its discretion, delegate
portions of its duties and responsibilities to a subcommittee of the
The Compensation Committee shall produce the following reports and
provide them to the Board.
- An Annual Report of the
Compensation Committee on Executive Compensation for inclusion in the
Company's annual proxy statement in accordance with applicable SEC rules
- At least every other year, a
performance evaluation of the Compensation Committee, which evaluation
should compare the performance of the Compensation Committee with the
requirements of this charter. The performance
evaluation should also recommend to the Board any improvements to this
charter deemed necessary or desirable by the Compensation Committee. The
performance evaluation by the Compensation Committee shall be conducted in
such manner as the Compensation Committee deems appropriate. The report to
the Board may take the form of an oral report by the Chairman or any other
member of the Compensation Committee designated by the Committee to make
- A summary of the actions
taken at each Compensation Committee meeting, which shall be presented to
the Board at the next Board meeting.
and Authority of the Compensation Committee
The Compensation Committee shall have the resources and authority
appropriate to discharge its duties and responsibilities, including the
authority to select, retain, terminate, and approve the fees and other
retention terms of special counsel or other experts or consultants, as it deems
appropriate, without seeking approval of the Board or management. With respect
to compensation consultants retained to assist in the evaluation of director,
CEO or executive officer compensation, this authority shall be vested solely in
the Compensation Committee.