Exhibit 10.2
COMERICA INCORPORATED
MANAGEMENT INCENTIVE PLAN
SECTION 1. PURPOSE.
The purpose of the Comerica Incorporated Management Incentive Plan is to promote
and advance the interests of Comerica Incorporated (the "Corporation") and its
shareholders by enabling the Corporation to attract, retain and reward key
employees of the Corporation and its Affiliates, and to qualify incentive
compensation paid to Participants who are Covered Employees as performance-based
compensation within the meaning of Section 162(m) of the Code.
SECTION 2. DEFINITIONS.
The terms below shall have the following meanings:
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. "ANNUAL BASE SALARY" means the participant's rate of annual salary as of
the last December 1st occurring during the Performance Period.
c. "BOARD" means the Board of Directors of the Corporation.
d. "CODE" means the Internal Revenue Code of 1986, as amended.
e. "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.
f. "CORPORATION" means Comerica Incorporated, a Delaware corporation, and its
successors and assigns.
g. "COVERED EMPLOYEE" means a "covered employee" within the meaning of Section
162(m) of the Code.
h. "INCENTIVE PAYMENT" means, with respect to each Participant, the amount he
or she may receive for the applicable Performance Period as established by
the Committee pursuant to the provisions of the Plan.
i. "PARTICIPANT" means any employee of the Corporation or an Affiliate who is
designated by the Committee as eligible to receive an Incentive Payment
under the Plan.
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j. "PERFORMANCE GOALS" mean (i) earnings per share, (ii) return on average
equity, (iii) return on average assets, or (iv) any other objective
performance goals as may be established by the Committee for a Performance
Period. Performance Goals may be absolute in their terms or measured
against or in relationship to other companies comparably, similarly or
otherwise situated and may be based on or adjusted for any other objective
goals, events, or occurrences established by the Committee for a
Performance Period. Such Performance Goals may be particular to a line of
business, subsidiary or other unit or may be based on the performance of
the Corporation generally. Such Performance Goals may cover such period as
may be specified by the Committee.
k. "PERFORMANCE PERIOD" means, with respect to any Incentive Payment for a
one-year performance period, the calendar year, and, with respect to any
Incentive Payment for a three-year performance period, the three-year
period specified by the Committee.
l. "PERFORMANCE TARGETS" mean the specific measures which must be satisfied in
connection with any Performance Goal prior to funding of any incentive
pool.
m. "PLAN" means the Comerica Incorporated Management Incentive Plan.
SECTION 3. ADMINISTRATION.
The Plan shall be administered by the Committee. Subject to the express
provisions of the Plan, the Committee shall have exclusive authority to
interpret the Plan, to promulgate, amend, and rescind rules and regulations
relating to it and to make all other determinations deemed necessary or
advisable in connection with the administration of the Plan, including, but not
limited to, determinations relating to eligibility, whether to make Incentive
Payments, the terms of any such payments, the time or times at which Performance
Goals are established, the Performance Periods to which Incentive Payments
relate, and the actual dollar amount of any Incentive Payment. The
determinations of the Committee pursuant to this authority shall be conclusive
and binding.
The Committee may, in its discretion, authorize the Chief Executive Officer of
the Corporation to act on its behalf, except with respect to matters relating to
such Chief Executive Officer or which are required to be certified by the
Committee under the Plan, or which are required to be handled exclusively by the
Committee under Code Section 162(m) or the regulations promulgated thereunder.
SECTION 4. ESTABLISHMENT OF PERFORMANCE GOALS AND INCENTIVE PAYMENTS.
a. ESTABLISHMENT OF PERFORMANCE GOALS. Prior to the completion of 25% of the
Performance Period or such earlier date as is required under Section 162(m)
of the Code, the Committee shall, in its sole discretion, for each such
Performance Period, determine and establish in writing the following:
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1. The Performance Goals applicable to the Performance Period; and
2. The Performance Targets pursuant to which the total amount which may
be available for payment to all Participants as Incentive Payments
based upon the relative level of attainment of the Performance Goals
may be calculated.
B. CERTIFICATION AND PAYMENT. After the end of each Performance Period, the
Committee shall:
1. Certify in writing, prior to the unconditional payment of any
Incentive Payment, the level of attainment of the Performance Goals
for the Performance Period;
2. Determine the total amount available for Incentive Payments based on
the relative level of attainment of such Performance Goals;
3. In its sole discretion, reduce the size of, or eliminate, the total
amount available for Incentive Payments for the Performance Period;
and
4. In its sole discretion, determine the share, if any, of the available
amount to be paid to each Participant as that Participant's Incentive
Payment, and authorize payment of such amount. In the case of a
Participant who is a Covered Employee, the Committee shall not be
authorized to increase the amount of the Incentive Payment for any
Performance Period determined with respect to any such individual by
reference to the applicable Performance Targets except to the extent
permitted under Section 162(m) of the Code and regulations thereunder.
C. CONDITIONAL PAYMENTS. The Committee may authorize a conditional payment of
a Participant's Incentive Payment prior to the end of a Performance Period
based upon the Committee's good faith determination of the projected size
of (i) the total amount which will become available for payment as
Incentive Payments for the Performance Period, and (ii) the amount
determined with respect to any such Participant by reference to the
Performance Targets.
D. OTHER APPLICABLE RULES.
1. Unless otherwise determined by the Committee with respect to any
Covered Employee or by the Corporation's Chief Executive Officer with
respect to any other Participant (unless otherwise required by
applicable law), no payment pursuant to this Plan shall be made to a
Participant unless the Participant is employed by the Corporation or
an Affiliate as of the date of payment.
2. Incentive Payments shall be subject to applicable federal, state and
local withholding taxes and other applicable withholding in accordance
with the Corporation's payroll practices as from time-to-time in
effect.
3. The maximum amount which may become payable to any Covered
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Employee in any calendar year as an Incentive Payment with respect to
all Performance Periods completed during such calendar year shall be
the lesser of (i) 200% of such Participant's Annual Base Salary, or
(ii) $2,500,000.
4. Incentive Payments calculated by reference to one-year Performance
Periods shall be payable in cash or shares of the Corporation's common
stock, $5.00 par value per share ("Shares"), and Incentive Payments
calculated by reference to three-year Performance Periods shall be
payable one-half in cash and one-half in Shares. Any such Shares
shall be awarded pursuant to the Corporation's long-term incentive
plan and may be subject to restrictions as may be determined by the
Committee. In each case, Incentive Payments shall be made as soon as
practical after the completion of the Performance Period.
5. A Participant shall have the right to defer payment of all or any
portion of any Incentive Payment as permitted under the provisions of
any deferred compensation plan maintained by the Corporation.
6. Until paid to a Participant, awards shall not be subject to the claims
of creditors and may not be assigned, alienated, transferred or
encumbered in any way other than by will or pursuant to laws of
intestacy.
SECTION 5. AMENDMENT OR TERMINATION.
The Committee may amend, modify or terminate the Plan in any respect at any time
without the consent of any Participant. Any such action may be taken without
the approval of the Corporation's shareholders unless shareholder approval is
required by applicable law. Termination of the Plan shall not affect any
Incentive Payments earned prior to, but payable on or after, the date of
termination, and any such payments shall continue to be subject to the terms of
the Plan notwithstanding its termination.
SECTION 6. CHANGE OF CONTROL.
Notwithstanding any other provision hereof, in the event of a "Change of Control
of the Company" as defined in the Comerica Incorporated Executive Officer
Continuity Agreements, the following provisions shall be applicable:
A. The Performance Periods then in effect will be deemed to have concluded on
the date of the Change of Control of the Company and the total amount
deemed to be available to fund the related incentive pools will be that
proportion of the amount (based upon the number of months in such
Performance Period elapsed through the date of Change of Control of the
Company) which would be available for funding assuming the Corporation had
attained Performance Goals at a level generating maximum funding for the
Performance Periods; and
B. The Committee, in its sole discretion, will approve the share of the
available
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amount payable to each Participant as that Participant's Incentive Payment
(provided that in all events the entire available amount as calculated
pursuant to Section 6(A) shall be paid to Participants as Incentive
Payments), and payments shall be made to each Participant as soon
thereafter as is practicable. Notwithstanding the foregoing, no Incentive
Payments will be made to any Participant pursuant to a three-year
Performance Period which shall be deemed to have concluded on the date of
the occurrence of a Change of Control of the Company unless the Participant
has completed more than two years of service under that Performance Period.
SECTION 7. EFFECTIVE DATE OF THE PLAN.
Subject to shareholder approval, the Plan shall generally be effective as of
January 1, 1997 provided, however, that with respect to three year Performance
Periods which began on or after January 1, 1995, the Plan shall be effective as
of January 1, 1995. The Plan shall remain in effect until terminated by the
Committee pursuant to Section 5.
SECTION 8. GENERAL PROVISIONS.
A. The establishment of the Plan shall not confer upon any Participant any
legal or equitable right against the Corporation or any Affiliate, except
as expressly provided in the Plan.
B. The Plan does not constitute an inducement or consideration for the
employment of any Participant, nor is it a contract between the
Corporation, or any Affiliate, and any Participant. Participation in the
Plan shall not give a Participant any right to be retained in the employ of
the Corporation or any Affiliate.
C. Nothing contained in this Plan shall prevent the Board or Committee from
adopting other or additional compensation arrangements, subject to
shareholder approval if such approval is required, and such arrangements
may be either generally applicable or applicable only in specific cases.
D. The Plan shall be governed, construed and administered in accordance with
the laws of the State of Delaware except to the extent such laws may be
superseded by federal law.
E. This Plan is intended to comply in all aspects with applicable law and
regulation, including, with respect to those Participants who are Covered
Employees, Section 162(m) of the Code. In case any one or more of the
provisions of this Plan shall be held invalid, illegal or unenforceable in
any respect under applicable law or regulation, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected
or impaired thereby and the invalid, illegal or unenforceable provision
shall be deemed null and void; however, to the extent permissible by law,
any provision which could be deemed null and void shall first be construed,
interpreted or revised retroactively to permit this Plan to be
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construed in compliance with all applicable laws including, without limitation,
Code Section 162(m), so as to carry out the intent of this Plan.
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