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STOCK OPTION AGREEMENT - INCENTIVE STOCK Option

Equity Contribution Agreement

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NATIONAL CITY CORP

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Title: STOCK OPTION AGREEMENT - INCENTIVE STOCK Option
Date: 8/8/2005
Industry: BANKRG     Sector: FINANC

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EX-10.66
 

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

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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

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