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Exhibit 10.8
FIRSTMERIT CORPORATION
1996 STOCK OPTION AND INCENTIVE PLAN (SF)
1. PLAN PURPOSE. The purpose of the Plan is to promote the long-term
interests of the Corporation and its stockholders by providing a means for
attracting and retaining directors, advisory directors, officers and employees
of the Corporation and its Affiliates.
2. DEFINITIONS. The following definitions are applicable to the Plan:
"Affiliate" -- means any "parent corporation" or "subsidiary
corporation" of the Corporation as such terms are defined in Section 425(e) and
(f), respectively, of the Code.
"Award" - means the grant of an Incentive Stock Option, a
Non-Qualified Stock Option, or Restricted Stock or other property or securities,
or any combination thereof, as provided in the Plan.
"Award Agreement" -- means the agreement evidencing the grant of an
Award made under the Plan.
"Cause" -- means Termination of Service by reason of personal
dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving
personal profit, intentional failure to perform stated duties or gross
negligence.
"Code" -- means the Internal Revenue Code of 1986, as amended.
"Committee" -- means the Committee referred to in Section 3 hereof.
"Corporation" -- means FirstMerit Corporation, an Ohio corporation,
as successor in interest to Security First Corp.
"FirstMerit"--means FirstMerit Corporation.
"Incentive Stock Option" -- means an option to purchase Shares
granted by the Committee which is intended to qualify as an Incentive Stock
Option under Section 422(b) of the Code. Unless otherwise set forth in the Award
Agreement any Option which does not qualify as an Incentive Stock Option for any
reason shall be deemed a Non-Qualified Stock Option.
"Market Value" -- means the average of the high and low quoted
sales price on the date in question (or, if there is no reported sale on such
date, on the last preceding date on which any reported sale occurred) of a Share
on the Composite Tape for New York Stock Exchange-Listed Stocks, or, if on such
date the Shares are not quoted on the Composite Tape, on the New York Stock
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Exchange, or if the Shares are not listed or admitted to trading on such
Exchange, on the principal United States securities exchange registered under
the Securities Exchange Act of 1934 (the "Exchange Act") on which the Shares are
listed or admitted to trading, or, if the Shares are not listed or admitted to
trading on any such exchange, the mean between the closing high bid and low
asked quotations with respect to a Share on such date on the Nasdaq Stock
Market, or any similar system then in use, or, if no such quotations are
available, the fair market value on such date of a Share as the Committee shall
determine.
"Non-Qualified Stock Option" -- means an option to purchase Shares
granted by the Committee which does not qualify, for any reason, as an Incentive
Stock Option under Section 422(b) of the Code.
"Option" -- means an Incentive Stock Option or a Non-Qualified
Stock Option.
"Participant" -- means any director, advisory director, officer or
employee of the Corporation or any Affiliate who is selected by the Committee to
receive an Award.
"Plan" -- means the FirstMerit Corporation 1996 Stock Option and
Incentive Plan (SF).
"Restricted Stock" -- means Shares awarded to a Participant by the
Committee pursuant to Section 5(c) hereof.
"Shares" -- means the shares of common stock of FirstMerit.
"Termination of Service" -- means cessation of service, for any
reason, whether voluntary or involuntary, as a director, advisory director,
officer or employee of the Corporation or any of its Affiliates.
3. ADMINISTRATION. The Plan shall be administered by the Compensation
Committee of the Board of Directors of FirstMerit, which shall consist of two or
more members of the Board of Directors of the Corporation, each of whom (i)
shall be an outside director as defined under Section 162(m) of the Code and the
regulations thereunder and (ii) shall be a Non-Employee Director as defined
under Rule 16(b) of the Securities Exchange Act of 1934 or any similar or
successor provision. The members of the Committee shall be appointed by the
Board of Directors of FirstMerit. Except as limited by the express provisions of
the Plan or by resolutions adopted by the Board of Directors of FirstMerit, the
Committee shall have sole and complete authority and discretion to (i) select
Participants and grant Awards; (ii) determine the number of Shares to be subject
to types of Awards generally, as well as to individual Awards granted under the
Plan; (iii) determine the terms and conditions upon which Awards shall be
granted under the Plan; (iv) prescribe the form and terms of instruments
evidencing such grants; and (v) establish from time to time regulations for the
administration of the Plan, interpret the Plan, and make all determinations
deemed necessary or advisable for the administration of the Plan.
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A majority of the Committee shall constitute a quorum, and the acts of
a majority of the members present at any meeting at which a quorum is present,
or acts approved in writing by a majority of the Committee without a meeting,
shall be acts of the Committee.
4. SHARES SUBJECT TO PLAN.
(a) Subject to adjustment by the operation of Section 6, the
maximum number of shares with respect to which Awards may be made under the Plan
is 243,242 shares plus (i) 67,673 shares authorized but unissued under prior
Corporation stock option plans; plus (ii) the number of shares repurchased by
the Corporation in the open market or otherwise with an aggregate price no
greater than the cash proceeds received by the Corporation from the exercise of
Shares under the Plan; plus (iii) any Shares surrendered to the Corporation in
payment of the exercise price of Options issued under the Plan. The Shares with
respect to which Awards may be made under the Plan may be either authorized and
unissued shares or previously issued shares reacquired and held as treasury
shares. Shares which are subject to Related Options shall be counted only once
in determining whether the maximum number of Shares with respect to which Awards
may be granted under the Plan has been exceeded. An Award shall not be
considered to have been made under the Plan with respect to any Option or Right
which terminates or with respect to Restricted Stock which is forfeited, and new
Awards may be granted under the Plan with respect to the number of Shares as to
which such termination or forfeiture has occurred.
(b) During any calendar year, no Participant may be granted Awards
under the Plan with respect to more than 50,000 Shares, subject to adjustment as
provided in Section 6.
5. AWARDS.
(a) Options. The Committee is hereby authorized to grant Options to
Participants with the following terms and conditions and with such additional
terms and conditions not inconsistent with the provisions of the Plan as the
Committee shall determine, including the granting of Options in tandem with
other Awards under the Plan:
(i) Exercise Price. The exercise price per Share for an Option
shall be determined by the Committee; provided, however, that such
exercise price shall not be less than 100% of the Market Value of a
Share on the date of grant of such Option.
(ii) Option Term. The term of each Option shall be fixed by
the Committee, but shall be no greater than 15 years.
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(iii) Time and Method of Exercise. The Committee shall
determine the time or times at which an Option may be exercised in
whole or in part and the method or methods by which, and the form or
forms (including, without limitation, cash, Shares, other Awards or any
combination thereof, having a market value on the exercise date equal
to the relevant exercise price) in which, payment of the exercise price
with respect thereto may be made or deemed to have been made.
(iv) Incentive Stock Options. Incentive Stock Options may be
granted by the Committee only to employees of the Corporation or its
Affiliates.
(v) Termination of Service. Unless otherwise determined by the
Committee and set forth in the Award Agreement evidencing the grant of
the Option, upon Termination of Service of the Participant for any
reason other than for Cause, all Options then currently exercisable
shall remain exercisable for three years following such Termination of
Service. Upon Termination of Service for Cause, all Options not
previously exercised shall immediately be forfeited.
(b) Restricted Stock. The Committee is hereby authorized to grant
Awards of Restricted Stock to Participants with the following terms and
conditions and with such additional terms and conditions not inconsistent with
the provisions of the Plan as the Committee shall determine:
(i) Restrictions. Shares of Restricted Stock shall be subject
to such restrictions as the Committee may impose (including, without
limitation, any limitation on the right to vote a 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.
(ii) Stock Certificates. Any Restricted Stock granted under
the Plan shall be evidenced by issuance of a stock certificate or
certificates, which certificate or certificates shall be held by the
Corporation. Such certificate or certificates shall be registered in
the name of the Participant and shall bear an appropriate legend
referring to the restrictions applicable to such Restricted Stock.
(iii) Forfeiture; Delivery of Shares. Except as otherwise
determined by the Committee, upon Termination of Service during the
applicable restriction period, all Shares of Restricted Stock at such
time subject to restriction shall be forfeited and reacquired by the
Corporation; provided, however, that the Committee may waive in whole
or in part any or all remaining restrictions with respect to Shares of
Restricted Stock. Shares representing Restricted Stock that is no
longer subject to restrictions
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shall be delivered to the holder thereof promptly after the
applicable restrictions lapse or are waived.
6. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of any
change in the outstanding Shares subsequent to the effective date of the Plan by
reason of any reorganization, recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation or any change in the
corporate structure or Shares of the Corporation, the maximum aggregate number
and class of shares and exercise price of the Award, if any, as to which Awards
may be granted under the Plan and the number and class of shares and exercise
price of the Award, if any, with respect to which Awards have been granted under
the Plan shall be appropriately adjusted by the Committee, whose determination
shall be conclusive. Any Award which is adjusted as a result of this Section 6
shall be subject to the same restrictions as the original Award.
7. EFFECT OF MERGER ON OPTIONS. In the case of any merger,
consolidation or combination of the Corporation (other than a merger,
consolidation or combination in which the Corporation is the continuing
corporation and which does not result in the outstanding Shares being converted
into or exchanged for different securities, cash or other property, or any
combination thereof), any Participant to whom an Option has been granted shall
have the right, subject to the provisions of the Plan and any limitation
applicable to such Option), thereafter and during the term of each such Option,
to receive in lieu of exercising the Option, an amount equal to the excess of
the fair market value on the date of such exercise of the securities, cash or
other property, or combination thereof, receivable upon such merger,
consolidation or combination in respect of a Share over the exercise price of
such or Option, multiplied by the number of Shares with respect to which such
Option shall have been exercised. Such amount may be payable fully in cash,
fully in one or more of the kind or kinds of property payable in such merger,
consolidation or combination, or partly in cash and partly in one or more of
such kind or kinds of property, all in the discretion of the Committee.
8. EFFECT OF CHANGE IN CONTROL. Each of the events specified in the
following clauses (i) through (iii) of this Section 8 shall be deemed a "change
of control": (i) any third person, including a "group" as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, shall become the beneficial
owner of shares of the Corporation with respect to which 25% or more of the
total number of votes for the election of the Board of Directors of the
Corporation may be cast, (ii) as a result of, or in connection with, any cash
tender offer, merger or other business combination, sale of assets or contested
election, or combination of the foregoing, the persons who were directors of the
Corporation shall cease to constitute a majority of the Board of Directors of
the Corporation, or (iii) the stockholders of the Corporation shall approve an
agreement providing either for a transaction in which the Corporation will cease
to be an independent publicly-owned corporation or for a sale or other
disposition of all or substantially all the assets of the Corporation. Upon a
change in control, unless the Committee shall have otherwise provided in the
Award Agreement, any restricted period with respect to Restricted Stock awarded
to such Participant shall lapse and all Shares awarded as Restricted Stock shall
become fully vested in the Participant to whom such Shares were awarded. If a
tender offer or exchange offer for Shares (other than such an offer by the
Corporation) is commenced, or if the event specified in clause (iii) above shall
occur, unless the Committee shall have otherwise provided in the Award
Agreement, all Options granted and not fully
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exercisable shall become exercisable in full upon the happening of such event;
provided, however, that no Option which has previously been exercised or
otherwise terminated shall become exercisable.
9. ASSIGNMENTS AND TRANSFERS. No Award granted under the Plan shall be
transferable otherwise than by will, the laws of descent and distribution or
pursuant to a qualified domestic relations order, except an Award may be
transferred by gift to any member of the Participant's immediate family or to a
trust for the benefit of one or more of such immediate family members if the
Committee so specifies in the Award Agreement. During the lifetime of an Award
recipient, an Award shall be exercisable only by the Award recipient unless it
has been transferred as permitted hereby, in which case it shall be exercisable
only by such transferee. For the purpose of this Section 9 a Participant's
"immediate family" shall mean the Participant's spouse, children and
grandchildren.
10. EMPLOYEE RIGHTS UNDER THE PLAN. No person shall have a right to be
selected as a Participant nor, having been so selected, to be selected again as
a Participant and no officer, employee or other person shall have any claim or
right to be granted an Award under the Plan or under any other incentive or
similar plan of the Corporation or any Affiliate. Neither the Plan nor any
action taken thereunder shall be construed as giving any employee any right to
be retained in the employ of the Corporation or any Affiliate.
11. DELIVERY AND REGISTRATION OF STOCK. The Corporation's obligation to
deliver Shares with respect to an Award shall, if the Committee so requests, be
conditioned upon the receipt of a representation as to the investment intention
of the Participant to whom such Shares are to be delivered, in such form as the
Committee shall determine to be necessary or advisable to comply with the
provisions of the Securities Act of 1933 or any other federal, state or local
securities legislation. It may be provided that any representation requirement
shall become inoperative upon a registration of the Shares or other action
eliminating the necessity of such representation under such Securities Act or
other securities legislation. The Corporation shall not be required to deliver
any Shares under the Plan prior to (i) the admission of such Shares to listing
on any stock exchange on which Shares may then be listed, and (ii) the
completion of such registration or other qualification of such Shares under any
state or federal law, rule or regulation, as the committee shall determine to be
necessary or advisable.
12. WITHHOLDING TAX. Upon the termination of the restricted period with
respect to any shares of Restricted Stock (or at any such earlier time, if any,
that an election is made by the Participant under Section 83(b) of the Code, or
any successor provision thereto, to include the value of such shares in taxable
income), the Corporation shall have the right to require the Participant or
other person receiving such shares to pay the Corporation the amount of any
taxes which the Corporation is required to withhold with respect to such shares,
or, in lieu thereof, to retain or sell without notice, a sufficient number of
shares held by it to cover the amount required to be withheld. The Corporation
shall have the right to deduct from all dividends paid with respect to shares of
Restricted Stock the amount of any taxes which the Corporation is required to
withhold with respect to such dividend payments.
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The Corporation shall have the right to deduct from all amounts paid in
cash with respect to the exercise of a Right under the Plan any taxes required
by law to be withheld with respect to such cash payments. Where a Participant or
other person is entitled to receive Shares pursuant to the exercise of an Option
or Right pursuant to the Plan, the Corporation shall have the right to require
the Participant or such other person to pay the Corporation the amount of any
taxes which the Corporation is required to withhold with respect to such Shares,
or, in lieu thereof, to retain, or sell without notice, a number of such Shares
sufficient to cover the amount required to be withheld.
All withholding decisions pursuant to this Section 12 shall be at the
sole discretion of the Committee or the Corporation.
13. AMENDMENT OR TERMINATION.
(a) The Board of Directors of the Corporation may amend, alter,
suspend, discontinue, or terminate the Plan without the consent of shareholders
or Participants, except that any such action will be subject to the approval of
the Corporation's shareholders if, when and to the extent such shareholder
approval is necessary or required for purposes of any applicable federal or
state law or regulation or the rules of any stock exchange or automated
quotation system on which the Shares may then be listed or quoted, or if the
Board of Directors of the Corporation, in its discretion, determines to seek
such shareholder approval.
(b) Except with respect to Awards granted pursuant to Section 5(e)
of the Plan, the Committee may waive any conditions of or rights of the
Corporation or modify or amend the terms of any outstanding Award. The Committee
may not, however, amend, alter, suspend, discontinue or terminate any
outstanding Award without the consent of the Participant or holder thereof,
except as otherwise herein provided.
14. EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective
upon its adoption by the Board of Directors of the Corporation, and the approval
of the Plan by the shareholders of the Corporation. It shall continue in effect
for a term of fifteen years unless sooner terminated under Section 13 hereof.
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