Exhibit 10.1
COMERICA INCORPORATED
1997 LONG-TERM INCENTIVE PLAN
SECTION 1. PURPOSE.
The purpose of Comerica's Long-Term Incentive Plan is to align the interests of
employees of the Corporation selected to receive awards with those of
shareholders by rewarding long term decision-making and actions for the
betterment of the Corporation. Accordingly, eligible individuals may receive
Stock Options, Stock Appreciation Rights, Restricted Stock, Performance Awards
and Other Stock-Based Awards. Ownership of the Corporation's stock assists in
the attraction and retention of qualified employees, and provides them with
additional incentive to devote their best efforts to pursue and sustain the
Corporation's superior long-term performance. This enhances the value of the
Corporation for the benefit of its shareholders.
SECTION 2. DEFINITIONS.
A. "Affiliate" means (i) any entity that is controlled by the Corporation,
whether directly or indirectly, and (ii) any entity in which the
Corporation has a significant equity interest, as determined by the
Committee.
B. "Agreement" means a written agreement, in a form approved by the Committee,
which sets forth the terms and conditions of an Award. Agreements shall be
subject to the express terms and conditions set forth herein, and to such
other terms and conditions not inconsistent with the Plan as the Committee
shall deem appropriate.
C. "Award" means an Option, a Stock Appreciation Right, a Restricted Stock
Award, a Performance Award or an Other Stock-Based Award pursuant to the
Plan. Each Award shall be evidenced by an Agreement.
D. "Award Recipient" means an Eligible Individual who has received an Award
under the Plan.
E. "Beneficiary" means any person(s) designated by an Award Recipient on a
beneficiary designation form, or any person(s) entitled to receive any
amounts owing to such Award Recipient under this Plan upon his or her death
by reason of having been named in the Award Recipient's will or trust
agreement or having qualified as a taker of the Award Recipient's property
under the laws of intestacy. If an Award Recipient authorizes any person,
in writing, to exercise such individual's Options or SARs following the
Award Recipient's death, the term "Beneficiary" shall include any person in
whose favor such Options or SARs are exercised by the person authorized to
exercise the Options or SARs.
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F. "Board" means the Board of Directors of Comerica Incorporated.
G. "Code" means the Internal Revenue Code of 1986, as amended.
H. "Committee" means the committee appointed by the Board to administer the
Plan as provided herein. Unless otherwise determined by the Board, the
Compensation Committee of the Board shall be the Committee.
I. "Corporation" means Comerica Incorporated, a Delaware corporation, and its
Affiliates.
J. "Disabled" or "Disability" means "Totally Disabled" within the meaning of
such term as set forth in the Long-Term Disability Plan of Comerica
Incorporated (the provisions of which are incorporated herein by
reference), or as the Committee shall determine based on information
provided to it. However, with respect to the rules relating to Incentive
Stock Options, the term "Disabled" shall mean disabled as that term is
utilized in Sections 422 and 22(e)(3) of the Code, or any successor Code
provisions relating to ISOs.
K. "Eligible Individual" means any employee of the Corporation or any
Affiliate who the Committee determines to be an Eligible Individual.
Notwithstanding the foregoing, an Eligible Individual for purposes of
receipt of the grant of an ISO shall be limited to those individuals who
are eligible to receive ISOs under rules set forth in the Code and
applicable regulations.
L. "Exchange Act" means the Securities Exchange Act of 1934, as amended.
M. "Fair Market Value" means the closing price of a Share on the New York
Stock Exchange as reported on the Composite Tape; if, however, there is no
trading of Shares on the date in question, then the closing price of the
Shares as so reported, on the last preceding date on which there was
trading shall instead be used to determine Fair Market Value. If Fair
Market Value for any date in question cannot be determined as provided
above, Fair Market Value shall be determined by the Committee by whatever
method or means the members, in the good faith exercise of their
discretion, at that time shall deem appropriate.
N. "Incentive Stock Option" or "ISO" means an Option granted pursuant to the
Plan that meets the requirements of Section 422 of the Code, or any
successor provision, and that is intended by the Committee to constitute an
ISO.
O. "Nonqualified Stock Option" or "NQSO" means an Option granted pursuant to
the Plan that is not intended to be an Incentive Stock Option.
P. "Option" means a Nonqualified Stock Option or an Incentive Stock Option.
Q. "Other Stock-Based Award" means any right granted under Section 6(E) of the
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Plan.
R. "Performance Award" means any Award made pursuant to Section 6(D) of the
Plan.
S. "Performance Measures" means, with respect to each Award, the criteria and
objectives, determined by the Committee, which must be met during the
applicable Performance Period or Restriction Period, as the case may be, as
a condition of the holder's receipt of payment with respect to, or
retention of, such Award. Such criteria and objectives may include, but
shall not be limited to, return on investments, cumulative earnings per
share, or return on shareholders' equity. The Performance Measures
pertinent to any Award shall be established at the time of the making of
such Award and shall be set forth in the Agreement covering such Award, but
may be revised by the Committee thereafter if and whenever its members
determine that, in light of events occurring or circumstances arising after
the date such Award is made, such revision is necessary or appropriate to
afford the recipient benefits substantially similar to those originally
intended with respect to such Award.
T. "Performance Period" means the period designated by the Committee during
which the Performance Measures applicable to an Award shall be measured.
The Performance Period shall be established on or before the time of the
making of the Award, and the length of any Performance Period shall be
within the discretion of the Committee.
U. "Plan" means the Comerica Incorporated 1997 Long-Term Incentive Plan.
V. "Restriction Period" means the period designated by the Committee during
which Shares of Restricted Stock remain forfeitable.
W. "Restricted Stock Award" means an award of Shares pursuant to Section 6(C)
of the Plan subject to such restrictions as may be imposed by the
Committee. Shares of restricted stock shall constitute issued and
outstanding Shares for all corporate purposes.
X. "Retirement" means retirement in accordance with the policies of the
Corporation or Affiliate which employs the Award Recipient.
Y. "Shares" means shares of Common Stock, $5.00 par value, of the Corporation
or such other securities or property as may become subject to Awards
pursuant to an adjustment made under Section 8 of the Plan.
Z. "Stock Appreciation Right" or "SAR" means a right granted under Section
6(B) of the Plan.
AA. "Tax Withholding Date" shall mean the earliest date the obligation to
withhold tax with respect to an Award arises.
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SECTION 3. STOCK SUBJECT TO THE PLAN.
Shares which may be issued pursuant to Awards under the Plan may be either
authorized and unissued Shares, or authorized and issued Shares held in the
Corporation's Treasury, Shares purchased in the open market or in private
transactions or any combination of the foregoing. Subject to adjustment as
provided in Section 8, as of the first day of each calendar year during which
the Plan remains in effect, there shall be reserved for issuance for the purpose
of Awards under the Plan that number of Shares which equals 1.6 percent of the
Shares that were outstanding (including, for this purpose, any treasury shares)
as of the close of business on the preceding December 31st. Not more than 49%
of the Shares available for Awards each calendar year may be utilized for Awards
other than Options. Shares reserved for issuance in any calendar year may only
be utilized in connection with Awards made during the year in which they first
become available, and may not be carried forward and utilized for the purpose of
making Awards in future years. However, Shares covered by Awards which are
canceled or forfeited may be reutilized to make Awards. Not more than 2,000,000
Shares (subject to adjustment as provided in Section 8) shall be available for
issuance pursuant to the exercise of Incentive Stock Options. The maximum
number of Shares which may become subject to Awards to any Eligible Individual
during any calendar year shall be the lesser of (i) 10% of the Shares available
for Awards during such calendar year, or (ii) 200,000 Shares.
SECTION 4. ADMINISTRATION.
The Plan shall be administered by the Committee. In addition to any implied
powers and duties that may be needed to carry out the provisions of the Plan,
the Committee shall have all the powers vested in it by the terms of the Plan,
including exclusive authority to select Eligible Individuals, to make Awards, to
determine the type, size, terms and timing of Awards (which need not be
uniform), to accelerate the vesting of awards for any reason, including the
occurrence of a change in control of the Corporation or the termination of an
Award Recipient's employment, to permit or prohibit the transfer of Awards, and
to prescribe the form of the Agreements governing Awards. The Committee may
cancel all or any portion of any Award as a consequence of which the Award
Recipient shall forfeit the renumeration attributable to such cancelled Award or
portion thereof if, in its sole discretion, the Committee determines that the
Award Recipient has engaged in conduct detrimental to the Corporation.
The Committee may interpret the Plan and the Agreements entered into pursuant to
the Plan, establish, amend and rescind rules and regulations relating to the
Plan, make any other determinations it believes necessary or advisable in
connection with the administration of the Plan, and correct any defect, supply
any omission or reconcile any inconsistency in the Plan or in any Agreement in
the manner and to the extent the Committee deems appropriate.
Determinations of the Committee shall be made by a majority vote of its members
at a meeting at which a quorum is present or pursuant to a unanimous written
consent of its
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members. A majority of the members of the Committee shall constitute a quorum.
All Committee determinations shall be final, conclusive and binding on the
Corporation, any Award Recipient, Beneficiary or other interested party.
The Committee may authorize any one or more of its members, or any officer of
the Corporation, to execute and deliver documents on behalf of the Committee.
No member of the Committee shall be liable for any action or omission in
connection with the Plan, except for his or her own willful misconduct.
SECTION 5. ELIGIBILITY.
Awards may only be made to Eligible Individuals. No member of the Committee
shall be eligible to receive an Award under the Plan.
SECTION 6. AWARDS.
A. Options. The Committee may grant Options to Eligible Individuals in
accordance with the provisions of this subsection subject to such
additional terms and conditions, not inconsistent with the provisions of
the Plan, as the Committee shall determine to be appropriate.
1. Exercise Price. The purchase price per Share under an Option shall be
determined by the Committee; provided, however, that such purchase
price shall not be less than 100% of the Fair Market Value of a Share
on the date of grant of such Option, and such purchase price may not
be decreased during the term of the Option other than pursuant to
Section 8.
2. Option Term. The term of each Option shall be fixed by the Committee.
3. Time and Manner of Exercise. The Committee shall determine the time
or times at which an Option may be exercised, and the manner in which
(including, without limitation, cash, Shares, other securities, other
Awards or other property, or any combination thereof, having a Fair
Market Value on the exercise date equal to the relevant exercise
price) payment of the exercise price with respect thereto may be made,
or deemed to have been made. Any form of "cashless" exercise of an
Option which is legally permissible may be utilized under the Plan in
connection with the exercise of an Option.
4. Employment Status.
a. In General. Except as otherwise provided herein, any Option must
be exercised during the period of the Award Recipient's
employment with the Corporation or Affiliate.
b. Retirement. Upon the Retirement of the Award Recipient, any
Option held by such individual shall continue to be exercisable,
provided the
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term of the Option has not otherwise expired, for a period of
three years subsequent to the date of the Award Recipient's
Retirement (or, in the case of any ISO held by an optionee who is
not Disabled, for a period of three months subsequent to such
retirement date).
c. Disability. Upon the cessation of the Award Recipient's
employment due to Disability, any Option held by such individual
shall continue to be exercisable, provided the term of the Option
has not otherwise expired, for a period of three years subsequent
to the date of cessation of the Award Recipient's employment (or,
in the case of any ISO held by an optionee who is Disabled, for a
period of one year subsequent to such cessation date).
d. Termination of Employment. Upon the cessation of the Award
Recipient's employment for any reason other than Retirement,
Disability or death, any Option held by such individual shall
continue to be exercisable, provided the term of the Option has
not otherwise expired, for a period of ninety days after the date
of termination of the Award Recipient's employment.
e. Death. Upon the Award Recipient's death (whether during his or
her employment with the Corporation or an Affiliate or during any
applicable post-termination exercise period), any Option held by
such individual shall continue to be exercisable by the
Beneficiary(ies) of the decedent, provided the term of the Option
(as such term may have been shortened due to the Award
Recipient's Retirement, Disability or termination of employment
for any other reason) has not otherwise expired, for a period of
one year after the date of the Award Recipient's death (or, in
the case of ISOs, for a period of three months after the Award
Recipient's death).
f. Extension or Reduction of Exercise Period. In any of the
foregoing circumstances, the Committee may extend or shorten the
exercise period, but may not extend any such period beyond the
term of the Option as originally established (or, insofar as this
paragraph relates to SARs, the term of the SAR as originally
established). Further, with respect to ISOs, as a condition of
any such extension, the holder shall be required to deliver to
the Corporation a release which provides that such individual
will hold the Corporation and/or Affiliate harmless with respect
to any adverse tax consequences the individual may suffer by
reason of any such extension.
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5. Reload Options. With respect to Options granted pursuant to this
Plan, the Committee may grant "reload" options pursuant to which grant
the Award Recipient will receive a new Option when the payment of the
exercise price of a previously granted Option is made by the delivery
of Shares already owned by the Award Recipient pursuant to Section
6(A)(3) hereof, and/or when Shares are tendered or forfeited as
payment of the amount required to be withheld under applicable income
tax laws in connection with the exercise of an Option. Any such new
Option shall be an Option to purchase the number of Shares not
exceeding the sum of (A) the number of Shares tendered or forfeited to
satisfy the purchase price upon the exercise of the previously-granted
Option to which such "reload" option relates, and (B) the number of
Shares tendered or forfeited as payment of the amount to be withheld
under applicable income tax laws in connection with the exercise of
the Option to which such "reload" option relates. Such "reload"
Options shall have a per share exercise price equal to the Fair Market
Value as of the date of grant of the Shares covered by such Option.
B. Stock Appreciation Rights. The Committee may grant Stock Appreciation
Rights to Eligible Individuals in accordance with the provisions of this
subsection subject to such additional terms and conditions, not
inconsistent with the provisions of the Plan, as the Committee shall
determine to be appropriate. A Stock Appreciation Right granted under the
Plan shall confer on the Award Recipient a right to receive upon exercise
thereof the excess of (i) the Fair Market Value of one Share on the date of
exercise (or, if the Committee shall so determine, at any time during a
specified period before or after the date of exercise) over (ii) the grant
price of the Stock Appreciation Right as specified by the Committee, which
price shall not be less than 100% of the Fair Market Value of one Share on
the date of grant of the Stock Appreciation Right. Subject to the terms of
the Plan and any applicable Agreement, the grant price, term, manner of
exercise, dates of exercise, methods of settlement and any other terms and
conditions of any Stock Appreciation Right shall be those determined by the
Committee. The Committee may impose such conditions or restrictions on the
exercise of any Stock Appreciation Right as it may deem appropriate. Except
as otherwise provided herein, any SAR must be exercised during the period
of the Award Recipient's employment with the Corporation or Affiliate. The
provisions of Section 6(A)(4)(b)-(f) hereof shall apply for purposes of
determining the exercise period in the event of the Award Recipient's
Retirement, Disability, death or other termination of employment.
C. Restricted Stock. The Committee may make Restricted Stock Awards to
Eligible Individuals in accordance with the provisions of this subsection
subject to such additional terms and conditions not inconsistent with the
provisions of the Plan as the Committee shall determine to be appropriate.
1. Nature of Restrictions. Restricted Stock Awards shall be subject to
such restrictions, including Performance Measures, as the Committee
may impose (including, without limitation, any limitation on the right
to vote a
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Share of restricted stock or the right to receive any dividend or
other right or property with respect thereto), which restrictions may
lapse separately or in combination at such time or times, in such
installments or otherwise as the Committee may deem appropriate. In
the event a Restricted Stock Award is made subject to restrictions
which are not performance-related, the minimum Restriction Period
shall be three years.
2. Stock Certificates. Shares of restricted stock under the Plan shall
be evidenced by issuance of a stock certificate(s), which shall be
held by the Corporation. Such certificate(s) shall be registered in
the name of the Award Recipient and shall bear an appropriate legend
which refers to the restrictions applicable to such Restricted Stock
Award. Alternatively, shares of restricted stock under the Plan may
be recorded in book entry form.
3. Forfeiture; Delivery of Shares. Except as otherwise determined by the
Committee, upon termination of an Award Recipient's employment (as
determined under criteria established by the Committee) during the
applicable Restriction Period, all Shares of restricted stock shall be
forfeited and reacquired by the Corporation. However, in such
circumstances, the Committee may waive, in whole or in part, any or
all remaining restrictions applicable to the Restricted Stock Award.
Shares comprising any Restricted Stock Award held by the Corporation
that are no longer subject to restrictions shall be delivered to the
Award Recipient (or his or her Beneficiary) promptly after the
applicable restrictions lapse or are waived.
D. Performance Awards. The Committee may grant Performance Awards to Eligible
Individuals in accordance with the provisions of this subsection subject to
such additional terms and conditions, not inconsistent with the provisions
of the Plan, as the Committee shall determine to be appropriate. A
Performance Award granted under the Plan (i) may be denominated or payable
in cash, Shares (including, without limitation, restricted Shares), other
securities, other Awards, or other property, and (ii) shall confer on the
Award Recipient the right to receive a payment upon the attainment of
Performance Measures during any Performance Period the Committee may
establish. Subject to the terms of the Plan and any applicable Award
Agreement, the Performance Measures to be achieved during any Performance
Period, the length of any Performance Period and the amount of any payment
or transfer to be made pursuant to any Performance Award shall be
determined by the Committee.
E. Other Stock-Based Awards. The Committee may grant Other Stock-Based Awards
to Eligible Individuals in accordance with the provisions of this
subsection and subject to such additional terms and conditions, including
Performance Measures, not inconsistent with the provisions of the Plan, as
the Committee shall determine. Other Stock-Based Awards may be denominated
or payable in, valued in whole or in part by reference to, or otherwise
based on or related to, Shares (including, without limitation, securities
convertible into Shares), as are deemed by the Committee to be consistent
with the purpose of the Plan;
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provided, however, that such grants must comply with applicable law.
F. General. Except as otherwise specified herein, the following provisions
shall relate to Awards under the Plan:
1. Consideration for Awards. Awards shall be made without monetary
consideration or for such minimal monetary consideration as may be
required by applicable law.
2. Separate or Tandem Awards. Awards may, in the discretion of the
Committee, be granted either alone or in addition to, in tandem with,
in fulfillment of, or in substitution for, any other Award or any
award made under any plan of the Company or any Affiliate other than
this Plan. Awards granted in addition to, or in tandem with, other
Awards, or in addition to, or in tandem with, awards made under any
such other plan of the Corporation or any Affiliate may be made either
at the same time as, or at a different time from, the making of such
other Awards or awards.
3. Forms of Payment under Awards. Subject to the terms of the Plan and
of any applicable Agreement, payments or transfers to be made by the
Corporation or an Affiliate upon the grant, exercise or payment of an
Award may be made in such form or forms as the Committee shall
determine (including, without limitation, cash, Shares, other
securities, other Awards or other property or any combination
thereof), and may be made in a single payment or transfer, in
installments or an a deferred basis, in each case in accordance with
rules and procedures established by the Committee. Such rules and
procedures may include, without limitation, provisions for the payment
or crediting of reasonable interest on installment or deferred
payments.
4. Limits on Transfer of Awards. No Award and no right under any such
Award shall be transferable by an Award Recipient otherwise than by
will or by the laws of intestacy; provided, however, that, an Award
Recipient may, in the manner established by the Committee, designate a
Beneficiary to exercise the rights of the Award Recipient and to
receive any property distributable with respect to any Award upon the
death of the Award Recipient. Each Award or right under any Award
shall be exercisable during the Award Recipient's lifetime only by the
Award Recipient or, if permissible under applicable law, by the Award
Recipient's guardian or legal representative. No Award or right under
any such Award may be pledged, alienated, attached or otherwise
encumbered, and any purported pledge, alienation, attachment or
encumbrance thereof shall be void and unenforceable against the
Corporation or any Affiliate.
5. Term of Awards. Subject to any specific provisions of the Plan, the
term of each Award shall be for such period as may be determined by
the Committee.
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6. Securities Law Restrictions. All certificates for Shares or other
securities delivered under the Plan pursuant to any Award or the
exercise thereof shall be subject to such restrictions as the
Committee may deem advisable under the Plan, or the rules, regulations
and other requirements of the Securities and Exchange Commission, the
New York Stock Exchange, any other exchange on which Shares may be
eligible to be traded or any applicable federal or state securities
laws, and the Committee may cause a legend or legends to be placed on
any such certificates to make appropriate reference to such
restrictions.
7. Limitation on Awards. The maximum amount of compensation payable with
respect to any Award to any Eligible Officer under the Plan which is
settled in cash will not exceed $2,500,000 for any calendar year.
SECTION 7. WITHHOLDING OF TAXES.
The Corporation will, if required by applicable law, withhold Federal, state
and/or local taxes in connection with the exercise or vesting of an Award.
Unless otherwise provided in the applicable Agreement, each Award Recipient may
satisfy any such tax withholding obligation by any of the following means, or by
a combination of such means: (i) a cash payment; (ii) by delivery to the
Corporation of already-owned Shares which have been held by the individual for
at least six months having a Fair Market Value, as of the Tax Withholding Date,
sufficient to satisfy the amount of the withholding tax obligation arising from
an exercise or vesting of an Award; (iii) by authorizing the Corporation to
withhold from the Shares otherwise issuable to the individual pursuant to the
exercise or vesting of an Award, a number of shares having a Fair Market Value,
as of the Tax Withholding Date, which will satisfy the amount of the withholding
tax obligation; or (iv) by a combination of such methods of payment. If the
amount requested is not paid, the Corporation may refuse to satisfy the Award.
SECTION 8. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.
In the event the number of outstanding Shares changes as a result of any stock
split, stock dividend, recapitalization, merger, consolidation, reorganization,
combination, or exchange of shares, split-up, split-off, spin-off, liquidation
or other similar change in capitalization, or any distribution made to common
stockholders other than cash dividends, the number or kind of shares that may be
issued under the Plan pursuant to Section 3, and the number or kind of shares
subject to, or the exercise price per share under, any outstanding Award, shall
be automatically adjusted, and the Committee shall be authorized to make such
other equitable adjustment of any Award or Shares issuable pursuant thereto, or
in any Performance Measures relating to any Award, so that the value of the
interest of the individual shall not be decreased by reason of the occurrence of
such event. Any such adjustment shall be conclusive and binding.
SECTION 9. AMENDMENT AND TERMINATION.
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The Committee may amend, modify or terminate the Plan, at any time, in such
respects as it shall deem advisable. Any such amendment, modification or
termination of the Plan shall not, without the consent of any Award Recipient,
adversely affect his or her rights under an Award previously made.
SECTION 10. MISCELLANEOUS PROVISIONS.
A. No employee or other person shall have any claim or right to receive an
Award under the Plan.
B. Receipt of an Award shall not confer upon the Award Recipient any rights of
a shareholder with respect to any Shares subject to such Award except as
specifically provided in the Agreement relating to the Award.
C. The Plan, the making and exercise of Awards thereunder, and the obligations
of the Corporation to satisfy Awards shall be subject to all applicable
Federal and state laws, rules and regulations and to such approvals by any
government or regulatory agency as may be required, and the Committee may
impose any additional restrictions with respect to Awards in order to
comply with any legal requirements applicable to Awards or to qualify for
any exemption it may deem appropriate.
D. The expenses of the Plan shall be borne by the Corporation.
E. By accepting an Award under the Plan or payment pursuant to any Award, each
Award Recipient, legal representative and Beneficiary shall be conclusively
deemed to have indicated his or her acceptance and ratification of, and
consent to, any action taken under the Plan by the Committee or the
Corporation.
F. Awards under the Plan shall be binding upon the Corporation, its
successors, and assigns.
G. Nothing in the Plan, or in any Agreement entered into pursuant to the Plan,
shall confer on an Award Recipient any right to continue in the employ of
the Corporation or any Affiliate, or in any way affect the Corporation's
(or such Affiliate's) right to terminate the individual's employment
without prior notice, at any time, for any reason or for no reason.
H. Participation in the Plan shall not affect an individual's eligibility to
participate in any other benefit or incentive plan of the Corporation.
I. A breach by any Award Recipient, his or her Beneficiary(ies), or legal
representative, of any restrictions, terms or conditions contained in the
Plan, any Agreement, or otherwise established by the Committee with respect
to any Award will, unless waived in whole or in part by the Committee,
cause a forfeiture of such Award.
J. The Plan shall be submitted to the shareholders of the Corporation for
their
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approval on May 16, 1997, or on such other date as may be fixed for the
next meeting of shareholders, and shall become effective upon such approval
and thereafter continue until terminated by the Committee.
K. Except to the extent superseded by Federal law, the provisions of this Plan
shall be interpreted and construed in accordance with the laws of the State
of Delaware.
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