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FIRSTMERIT
CORPORATION
AMENDED AND RESTATED
EXECUTIVE CASH INCENTIVE PLAN
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I.
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TERM OF THE PLAN
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The FirstMerit Corporation Executive Cash Incentive Plan (the
“Plan”) was originally effective beginning
January 1, 2005. This amendment and restatement of the Plan is
effective as of December 31, 2008, and will remain in effect
until revised or terminated by the Compensation Committee of the
Board of Directors of FirstMerit Corporation
(“FirstMerit”).
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II.
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PLAN OBJECTIVES
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FirstMerit is making available to eligible executive officers of
FirstMerit and its subsidiaries, through this Plan, compensation
designed to foster superior financial results for FirstMerit by
encouraging executive officers to meet or exceed stated goals. The
objectives of the Plan are:
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1.
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Foster superior financial results, producing a financial benefit to
FirstMerit shareholders;
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2.
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Motivate and reward executives toward superior financial
performance by FirstMerit;
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3.
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Retain key executive talent in order to achieve stated financial
objectives and continue long-term growth of FirstMerit;
and
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4.
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Provide a competitive total cash compensation incentive
opportunity.
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III.
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ELIGIBILITY
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All employee members of the Executive Committee of officers and
certain other employees approved by the Compensation Committee are
eligible to participate in the Plan
(“Participants”).
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IV.
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PLAN ELEMENTS
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For each participant, goals must be attained in corporate and/or
applicable line of business (“LOB”) performance
categories in order to receive compensation under the Plan. Each
year in the first quarter of the calendar year, (i) the Chief
Executive Officer will determine individual performance goals for
each Participant, and (ii) the Compensation Committee of the
Board of Directors, taking into consideration recommendations by
the Chief Executive Officer, will determine the goals for the
corporate performance categories, the weighting between the
corporate and applicable
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line of business categories, and the percentage amounts of base
salary to be paid for the attainment of all goals, subject to
approval by the Board of Directors. Goals and payment of percentage
amounts of year end base salary for the Chief Executive Officer
will be determined by the Compensation Committee, subject to
approval by the independent members of the full Board of Directors,
with the Chief Executive Officer abstaining from discussion and
voting.
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There will be three tiers within each of the established corporate
categories:
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threshold
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target
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maximum
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Each category will have a stated threshold, target and maximum
goal. The corporate performance categories will be:
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1)
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credit quality
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2)
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revenue
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3)
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efficiency ratio
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4)
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net income
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5)
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one or more strategic objectives
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The goals for corporate categories will be aligned with the
corporate business plan and financial objectives.
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The goals for LOB categories will be aligned with performance
results for the applicable Participant’s area of
responsibility. The accrual for Plan incentive payments will be
established in accordance with generally accepted accounting
principles.
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For corporate categories, the threshold level or better must be
achieved for a Participant to receive any weighted payment for the
corporate category. For LOB categories, the threshold level or
better must be achieved for a Participant to receive any weighted
paym
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