NATIONAL CITY CORPORATION
RESTRICTED STOCK AWARD AGREEMENT
National City Corporation
WHEREAS, National
City Corporation (“Corporation”) currently has in
effect the National City Corporation Long-Term Cash and Equity
Incentive Plan Effective January 1, 2005; and
WHEREAS,
Article 6 of the Plan provides for the award of Restricted
Stock to employees of the Corporation and Subsidiaries as selected
from time to time by the Corporation’s Compensation and
Organization Committee or another committee appointed by the board
of directors of the Corporation (the
“Committee”);
WHEREAS, the
individual identified as Grantee (“Grantee”) on the
cover sheet that is attached hereto and hereby made a part hereof
(“Cover Sheet”) is an Eligible Employee;
WHEREAS, the
execution of a Restricted Stock Award in the form hereof has been
duly authorized by the Committee;
WHEREAS, the
Corporation desires reasonable protection for its confidential
business information and from competitive activity by Grantee;
and
WHEREAS, the
Grantee agrees to accept an award of Restricted Stock under the
Plan subject to the terms of this agreement;
NOW, THEREFORE,
the Corporation hereby grants to the Grantee pursuant to the Plan
on the date listed on the Cover Sheet as the “Grant
Date” an Award of such number of shares of Restricted Stock
of the Corporation as is stated in the Cover Sheet, subject to the
terms and conditions of the Plan and to the following terms,
conditions, limitations and restrictions, and the Corporation and
the Grantee hereby agree as follows:
1. The shares
of Common Stock subject to this Award shall be fully paid and
nonassessable. If certificated, the Common Stock shall be
represented by a certificate or certificates registered in the
Grantee’s name and, as specified in the Plan, endorsed with a
legend referring to the restrictions set forth in this agreement
and the Plan. Such certificates shall be delivered to the Escrow
Agent to be held pursuant to the terms of this agreement and the
Plan. If the shares of Common Stock are entered by the Corporation
as book entry shares through the Corporation’s Direct
Registration System (“DRS Shares”), the Corporation
shall hold the shares as DRS Shares in the name of the Grantee and
in accordance with the Plan. The Grantee shall execute and deliver
to the Escrow Agent a blank irrevocable stock power in the form
attached to this agreement. Additionally, the Grantee shall deliver
to the Escrow Agent, at the request of the Escrow Agent, a written
verification of the Grantee’s tax identification number on
the form prescribed therefor by the Department of the
Treasury.
2. The
Grantee shall have all the rights of a stockholder with respect to
the Restricted Stock comprising this Award, including the right to
vote the shares and to receive all dividends paid thereon. Any
additional shares of equity securities which the Grantee may become
entitled to receive by virtue of a share dividend, a merger or
reorganization or any other change in capital structure shares
shall also be a part of and shall be referred to as the
“Restricted Stock” and shall be subject to the
restrictions set forth herein and the Plan Restrictions. With
respect to any additional shares of Restricted Stock to which the
Grantee becomes entitled under the circumstances described in the
preceding sentence, the Grantee and the Corporation (i) agree
that such additional shares shall be deposited directly with the
Escrow Agent, (ii) irrevocably direct the transfer agent to
deliver such additional shares to the Escrow Agent, and
(iii) agree that such delivery shall constitute constructive
delivery to the Grantee. The Grantee agrees to execute upon Escrow
Agent’s request additional stock powers with respect to such
additional shares. Any cash dividends, proxy materials or other
items of similar nature issued with respect to the Restricted Stock
and received by the Escrow Agent shall be forwarded immediately to
the Grantee.
3. The
Restricted Stock may not be sold, exchanged, assigned, transferred,
pledged or otherwise disposed of by the Grantee except to the
Corporation until the lapse of the restrictions prescribed in
paragraphs 4 and 5 of this agreement and the Plan Restrictions,
except that the Grantee’s rights with respect to the
Restricted Stock may be transferred by will or pursuant to the laws
of descent and distribution. Any attempted transfer in violation of
the provisions of this paragraph shall be void, the purported
transferee shall obtain no rights with respect to such Restricted
Stock and the Restricted Stock subject to the attempted transfer
shall be forfeited as provided in the Plan.
4. The
restrictions on transferability described in paragraph 3 of this
agreement shall lapse on shares on [insert vesting
schedule].
5. [optional]
If the Grantee ceases to be an employee of the Employers by reason
of action initiated by the Employers other than a termination for
cause and where the Grantee has executed a release, releasing the
Employers from any liability associated with or arising out of
Grantee’s employment or termination of employment
(“Negotiated Termination”), the restrictions on
transferability described in paragraph 3 of this agreement shall
lapse on the number of shares as calculated below. Such number of
shares shall be equal to the difference of (i) the product of
multiplying (A) a fraction, the numerator of which is equal to
the number of completed calendar months since the Grant Date that
have occurred prior to the Grantee’s Negotiated Termination
and denominator of which is 48, by (B) the number of shares of
Restricted Stock granted to the Grantee pursuant to this agreement
minus (ii) the number of shares of Restricted Stock that have
had the restrictions on transferability already lapse.
6. In
addition to any event resulting in forfeiture provided for in the
Plan, all of the Restricted Stock shall be forfeited upon the
occurrence, prior to the earliest of any of
NATIONAL CITY CORPORATION
RESTRICTED STOCK AWARD AGREEMENT
National City Corporation
the events
prescribed in paragraphs 4 and 5 of this agreement for the lapse of
the restrictions on transferability, of any of the following
events:
(i) the Grantee
ceases to be an Employee for any reason;
(ii) the Committee
finds that the Grantee has been convicted of a felony or
misdemeanor involving fraud or dishonesty on the part of the
Grantee towards the Employers; or
(iii) the Grantee
breaches the terms of paragraphs 13, 14, 16 or 17 of this
agreement, but forfeiture shall not be the Corporation’s sole
remedy for such breach.
In the event of
any forfeiture of Restricted Stock, such Restricted Stock shall be
canceled and returned to the Corporation and thereafter this
agreement shall be terminated.
7. At such
time as the restrictions on the Restricted Stock lapse, the
Employers’ obligation of delivery to the Grantee of Common
Stock free and clear of all restrictions shall be conditioned upon
the Grantee and the Employers having reached a mutual agreement in
accordance with the Plan as to any federal, state, local, or
foreign tax withholding obligations of the Employers (“Tax
Obligations”) for the benefit of the Grantee. If the Grantee
and the Corporation fail to reach a mutual agreement with respect
to the Tax Obligations prior to the lapse of restrictions on the
restricted Stock, the Corporation may use shares of Common Stock
that the restrictions have lapsed to satisfy withholding
obligations. To the extent shares of Common Stock that have become
free and clear of all restrictions are used to satisfy withholding
obligations, such obligations shall be calculated using the
employer’s minimum applicable statutory withholding
rates.
8. All
Restricted Stock held hereunder shall be held and disposed of
pursuant to the Plan and this agreement. The Escrow Agent shall
conclusively presume that any written instructions given to it by
the Corporation conform to the Plan and this agreement.
9. Instructions
may be given to the Escrow Agent on behalf of the Corporation by
any of those officers, other than the Grantee, approved by the
Committee for Plan administrative purposes. The Corporation fully
indemnifies the Escrow Agent against any loss or claim which it may
sustain arising directly or indirectly out of any dispute between
the Corporation and the Grantee, or any claim of a third party, for
any action taken or omitted in reliance on the provision of this
agreement. The Escrow Agent shall not be liable for any error of
judgment or for any act done or steps taken or omitted by it in
good faith, or for any mistake of fact or law or for anything which
it may do or refrain from doing in connection herewith, except for
its own bad faith, gross negligence or willful
misconduct.
10. Nothing
contained herein shall confer upon the Grantee any right to
continu
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