Exhibit 10.1
COMERICA
INCORPORATED
RESTRICTED STOCK AWARD
AGREEMENT
THIS AGREEMENT (the “Agreement”)
between Comerica Incorporated (the “Company”) and
NAME (the “Award Recipient”) is effective as of
GRANT DATE (the “Effective Date”). Any
undefined terms appearing herein as defined terms shall have the
same meaning as they do in the Comerica Incorporated 2006 Long-Term
Incentive Plan, as amended and/or restated from time to time (the
“Plan”). The Company will provide a copy of the
Plan to the Award Recipient upon request.
WITNESSETH:
1. Award of Stock
. Pursuant to the provisions of the Plan, the Company hereby
awards the Award Recipient, subject to the terms and conditions of
the Plan (incorporated herein by reference), and subject further to
the terms and conditions in this Agreement, XXX Shares of
$5.00 par value common stock of the Company (the “Stock
Award”). The Stock Award is intended to constitute
“long-term restricted stock”, as such term is defined
by the Emergency Economic Stabilization Act of 2008, as amended
from time to time, including by the American Recovery and
Reinvestment Act of 2009 (collectively, “EESA”), and
the regulations and guidance promulgated thereunder, as amended
from time to time (the “EESA Guidance”), and the Stock
Award shall be subject to all limitations and restrictions
necessary to qualify it as long-term restricted stock thereunder
for the periods required thereunder.
2.
Vesting of Stock Award . Until it is vested, the Stock
Award is subject to forfeiture. Subject to the terms of the
Plan and this Agreement, including without limitation, paragraph 5,
and fulfillment of the employment requirements in paragraph 4
below, the Stock Award will vest and become free of restrictions on
the fifth anniversary of the Effective Date of this Stock
Award. Notwithstanding the foregoing, unless otherwise
permitted under the EESA Guidance, even after vesting, the Stock
Award may not be transferred until the Company has repaid any
obligation arising from the financial assistance provided to it
under the Capital Purchase Program (the “CPP”) under
the Troubled Asset Relief Program (“TARP”) (other than
warrants to purchase common stock), except that (1) if the
Stock Award vests prior to the Company’s repayment of its
obligation arising from the financial assistance provided to it
under the CPP and (2) in such a case, provided that the Award
Recipient has not made an election under section
83(b) of the Code with respect to this Stock Award, then
from the date on which the Stock Award vests through
December 31 of the calendar year that includes such vesting
date, a portion of the Stock Award shall become transferable as is
reasonably required to pay any federal, state, local or foreign
taxes that are anticipated to apply to the income recognized due to
this vesting, with such portion to be determined by the Company in
its sole discretion. As soon as administratively feasible
after the vesting of the Stock Award and the satisfaction of any
applicable taxes pursuant to paragraph 12 of this Agreement, the
Company will deliver to the Award Recipient (or to the designated
Beneficiary of the Award Recipient if the Award Recipient is not
then living) evidence of his or her ownership (by book entry or
certificate), of the Shares subject to the vested Stock Award for
which any applicable taxes have been paid.
3. Cancellation of
Stock Award . The Committee has the right to cancel for
no consideration all or any portion of the Stock Award in
accordance with Section 4 of the Plan if the Committee
determines in good faith that the Award Recipient has done any of
the following: (i) committed a felony;
(ii) committed fraud; (iii) embezzled;
(iv) disclosed confidential information or trade secrets;
(v) was terminated for Cause; (vi) engaged in any
activity in competition with the business of the Company or any
Subsidiary or Affiliate of the Company; or (vii) engaged in
conduct that adversely affected the Company. The Delegate
shall have the power and authority to suspend the vesting of or the
right to receive the Shares in respect of all or any portion of the
Stock Award if the Delegate makes in good faith the determination
described in the preceding sentence. Any such suspension of a
Stock Award shall remain in effect until the suspension shall be
presented to and acted on by the Committee at its next
meeting. This paragraph 3 shall have no application for the
two-year period following a Change of Control of the
Company.
4. Employment
Requirements . Except as provided in this Agreement, in
order to vest in and not forfeit the Stock Award, the Award
Recipient must remain employed by and continue performing
substantial services for the Company or one of its Affiliates until
the Stock Award has vested. If there is a Termination of
Employment for any reason (other than due to death or Disability)
before the Stock Award has vested, the Award Recipient will forfeit
the Stock Award as of the date of the Termination of Employment,
unless the Committee determines otherwise and such determination is
permissible under applicable laws, rules and regulations,
including, without limitation, EESA and the EESA Guidance, to the
extent applicable. If there is a Termination of Employment
due to the death or Disability of the Award Recipient prior to this
Stock Award vesting, the Sto
