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FIRSTMERIT CORPORATION
III Cascade Plaza
Akron, Ohio 44308
[Name of Senior
Executive Officer]
[Title of Senior Executive Officer]
FirstMerit Corporation
III Cascade Plaza
Akron, OH 44308
FirstMerit
Corporation (the “Company”) anticipates entering into a
Letter Agreement and Securities Purchase Agreement – Standard
Terms incorporated into the Letter Agreement, attached hereto as
Exhibit A (collectively, the “Participation
Agreement”), with the United States Department of the
Treasury (the “Treasury”) that provides for the
Company’s participation in the Capital Purchase Program (the
“CPP”) of the Treasury’s Troubled Assets Relief
Program.
In order for the
Company to participate in the CPP, and as a condition to the
closing of the investment by the Treasury in the Company
contemplated by the Participation Agreement, the Company is
required to establish specified standards for executive
compensation payable to Senior Executive Officers and to make
certain changes to its compensation arrangements as described
below:
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(1)
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No Golden Parachute
Payments .
The Company is prohibited from making any Golden Parachute Payment
to you during any CPP Covered Period.
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(2)
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Recovery of Bonus and Incentive
Compensation . Any bonus and/or incentive
compensation paid to you during a CPP Covered Period is subject to
recovery by the Company if the payments were based on materially
inaccurate financial statements or any other materially inaccurate
performance metric criteria.
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(3)
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No Unnecessary or Excessive
Risk . The
Company is required to review its Benefit Plans to ensure that they
do not encourage Senior Executive Officers to take unnecessary and
excessive risks that threaten the value of the Company.
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This letter is
intended to comply with the requirements imposed by the CPP. In
consideration of the benefits that you will receive as a result of
the Company’s participation in the CPP, by signing this
letter, you agree that each of the Company’s compensation,
bonus, incentive and other benefit plans, arrangements and
agreements (including golden parachute, severance and employment
agreements) (collectively, “Benefit Plans”) with
respect to you is hereby amended to the extent necessary to give
effect to provisions (1) a
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