STOCK OPTION AGREEMENT - INCENTIVE STOCK OptionEquity Contribution Agreement |
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Exhibit 10.66
NATIONAL CITY CORPORATION
Stock Option Agreement — Incentive Stock Option
WHEREAS,
the individual identified as Optionee (“Optionee”) on the cover
sheet that is attached hereto and hereby made a part hereof (“Cover
Sheet”) is an officer and key employee of National City Corporation
(hereinunder called the “Corporation”) or of a Subsidiary; and
WHEREAS,
the execution of an Option Agreement in the form hereof has been duly
authorized by a resolution of the Compensation and Organization Committee
(hereinafter called the “Committee”) of the Board of Directors of
the Corporation (hereinafter called the “Board”) duly adopted on
the date listed on the Cover Sheet as “Grant Date”;
NOW,
THEREFORE, the Corporation hereby grants to the Optionee, pursuant to the
National City Corporation Long-Term Cash and Equity Incentive Plan Effective
April 6, 2004 (hereinafter called the “Plan”), an Incentive
Stock Option (hereinafter called the “Option”) to purchase the
number of shares of its common stock, par value $4.00 per share (“Common
Stock”), listed on the Cover Sheet as “Shares Granted” at the
per share exercise price set forth on the Cover Sheet as the “Option
Price” and agrees to cause certificates for any shares purchased
hereunder to be delivered to the Optionee upon receipt of payment of the Option
Price, all subject, however, to the terms and conditions of the Plan and as
hereafter set forth.
1. (a) Subject
to the limitations contained in Section 9 hereof, the Option (until
terminated as hereinafter provided) shall be exercisable only to the extent of [insert
vesting schedule]; provided, however, that the Option (until terminated as
hereinafter provided) shall become immediately fully exercisable upon the
occurrence of any of the following:
(i) in
the event of a Change in Control;
(ii) the
Optionee ceases to be an employee of the Employers by reason of the
Optionee’s death or retirement [either (A) at or after the age of
62 with 20 or more years of service or retirement at or after the age of 65
with 5 or more years of service OR (B) with the Committee’s approval
at or after the age of 55 with 20 years of service]; or
(iii) the
Optionee ceases to be an Employee and the Optionee’s termination of
employment is determined by the Corporation to be a negotiated termination
(“Negotiated Termination”).
(b) To
the extent exercisable, the Option may be exercised in whole or in part from
time to time, so long as the number of shares exercised satisfies a minimum
that the Corporation may establish from time to time.
(c) For
the purposes of this Option Agreement “Cause” means that, prior to
any termination, the Optionee shall have committed:
(i) an
intentional act of fraud, embezzlement or theft in connection with his duties
or in the course of his employment with the Employers;
(ii) an intentional
wrongful damage to property of Employers; or
(iii) an
intentional wrongful disclosure of secret processes or confidential information
of any of the Employers; or
(d) For
purposes of this Option Agreement, no act or failure to act on the part of the
Optionee shall be deemed “intentional” if it was due primarily to
an error in judgment or negligence, but shall be deemed
“intentional” only if done or omitted to be done by the Optionee
not in good faith and without reasonable belief that his action or omission was
in the best interest of the Employers.
2. The
Option shall terminate on the earliest of the following dates:
(a) three
years after the death of the Optionee;
(b) ten
years from the Grant Date if the Option is exercisable under any of the
provisions of Section 1 hereof at the time the Optionee ceases to be an
employee of the Employers by reason of retirement at or after the age of 55
with 10 or more years of service or after the age of 65 with 5 or more years of
service;
(c) immediately,
upon the termination of employment of the Optionee with the Employers for any
reason other than death as set forth in Subsection 2(a), retirement as set
forth in Subsection 2(b) or a Negotiated Termination as set forth in Subsection
2(d), if such termination arises prior to a Change in Control;
(d) 90 days
from the termination of employment of the Optionee with the Employers by reason
of a Negotiated Termination if (i) Subsection 2(b) is not applicable and
(ii) the termination of employment occurs prior to a Change in Control;
(e) ten
years from the Grant Date; or
(f) in
the event the Optionee shall intentionally commit an act materially inimical to
the interests of the Employers, and the Committee shall so find, the Option
shall terminate at the time of such act, notwithstanding any other provision of
this Option Agreement.
3. Nothing
contained in this Option Agreement shall confer upon the Optionee any right to
continued employment with the Employers, nor shall it interfere in any way with
the right of the Employers to terminate the employment of the Grantee at any time,
with or without cause.
4. The
Option is not transferable by the Optionee otherwise than by will or the laws
of descent and distribution, and is exercisable during the lifetime of the
Optionee only by the Optionee or by the Optionee’s guardian or legal
representative.
5. Unless
otherwise provided for by this Section 5, the maximum number of shares of
Common Stock which become available for purchase by exercise of the Option in
any calendar year shall be limited to that number of shares the aggregate
exercise price of which does not exceed $100,000 less the sum of the aggregate
Page 1
exercise price for shares of
Common Stock under all prior post 1986 Incentive Stock Options held by the
Optionee that also initially become available for purchase in that same
calendar year (“ISO Limitation”). The ISO Limitation shall not
apply to those Options (i) that become immediately available for purchase
by reason of Subsections 1(a)(i) or 1(a)(iii) hereof or (ii) that would
otherwise be available for purchase on and after a date that is three months
and one day after the Optionee ceases to be an employee of the Employers.
Options as to which the ISO Limitation does not apply shall be Non-Qualified
Stock Options. For purposes of this Section, the term “calendar
year” means the period commencing January 1, and continuing through
December 31 of a year; “initially available for purchase”
means, as to each share of Common Stock subject to the Option, that point in
time when the Optionee’s right to purchase such share becomes immediately
available to the Optionee by the terms hereof; “prior post 1986 Incentive
Stock Options” means any option, intended to be an Incentive Stock Option
granted by the Corporation, any Employer, or parent of the Corporation to the
Optionee after January 1, 1986 but prior to the Grant Date; and the term
“exercise price” means the price per share at which the Optionee
may purchase shares of Common Stock under the relevant option.
6. (a) In
the event the Optionee makes a disposition of all or any portion of the shares
of Common Stock obtained by the Optionee upon exercise of the Option within
(i) one year from the date of the exercise of the Option or (ii) two
years from the Grant Date or that circumstances or the operation of any term or
condition of the Plan or this Option Agreement shall cause the Option exercise
to be taxable, arrangements satisfactory to the Corporation shall be made by
the Optionee for the payment of any withholdings required by federal, state,
local, or foreign income tax laws.
(b) Subject
to the restrictions set forth below, the Optionee is hereby granted the right
to elect to satisfy, in whole or in part, the Optionee’s withholding
obligations as required by federal, state, local, or foreign income tax laws by
(i) having the Corporation withhold shares of Common Stock subject to the
Option having a value equal to or less than the minimum applicable amounts
required to be withheld and/or (ii) delivering to the Corporation shares
of Common Stock owned by the Optionee having a value equal to or less than the
minimum applicable amounts required to be withheld (the
“Election”). For purposes of this Subsection 6(b), the value of
shares of Common Stock to be withheld or delivered by the Optionee shall be
based upon the Market Value per Share on the date that the amount of the tax or
taxes to be withheld is determined. Shares of Common Stock withheld pursuant to
Subsection 6(b)(i) will not thereafter be available for exercise under the
Option.
(c) To exercise the Election, the Optionee (i) must make the Election






