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Exhibit 10.27
AMENDMENT
THIS AMENDMENT ("Amendment"), is made by and between John R. Macso
("Mr. Macso") and FirstMerit Corporation, its subsidiaries and affiliates
("FirstMerit" or "Employer").
W I T N E S S E T H:
WHEREAS, Mr. Macso and FirstMerit previously entered into a
Reassignment Agreement and Release (the "Agreement"), and a Multi-Year
Non-Qualified Stock Option Agreement ("Stock Option"); and
WHEREAS, the parties desire to amend such agreements to clarify the
language contained therein.
NOW, THEREFORE, in consideration of the premises and promises contained
herein, Mr. Macso and the Employer agree as follows:
1. AMENDMENT OF AGREEMENT. Section 8 of the Agreement is
hereby deleted in its entirety and the following inserted as if fully written
out therein:
8. STOCK OPTIONS. Mr. Macso has been granted certain unvested
stock options ("Unvested Options") pursuant to the Stock Option
Agreement dated August 5, 1999. (Exhibit "B") Mr. Macso and FirstMerit
agree that of the Unvested Options granted on February 18, 1999, 16,000
shares will vest on February 18, 2000, and 16,000 shares will vest on
February 18, 2001. An additional 16,000 shares of Unvested Options (the
"Final Third") will vest on February 18, 2002 if, and only if, MCI
achieves a target net operating income ("NOI") as determined by
FirstMerit in each of the years 2000 and 2001. In the event that MCI
attains the target NOI for either 2000 or 2001, but not both, then only
5,000 of the Final Third will vest on February 18, 2002 and the
remaining 11,000 will vest on August 18, 2008. If MCI does not attain
the target NOI in either year 2000 or 2001, then the Final Third will
vest on August 18, 2008. In the event that MCI fails to achieve the NOI
in any given year due solely to extraordinary events, then the Chairman
and CEO of FirstMerit may, in his sole discretion, vest any or all of
the Unvested Options prior to August 18, 2008. Further, Mr. Macso
forfeits, surrenders, and forever waives all rights to any of the
24,000 Performance Vested Stock Options which he was previously granted
on February 18, 1999.
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2. AMENDMENT OF STOCK OPTION AGREEMENT. Sections 3.a. and 3.b.
of the Stock Option are hereby deleted in their entirety and the following
inserted as if fully written out therein:
3. Period of Option.
a. Shares granted as part of this option may not be
purchased until such time as they become exercisable.
Once such shares become exercisable, all or any part
of such shares may be purchased at any time within
ten (10) years of the date of grant, except as
otherwise provided in Section 8 of this Agreement.
b. One-third of this option, 16,000 shares, shall become
exercisable on February 18, 2000 and one-third of
this option, 16,000 shares, shall become exercisable
on February 18, 2001. If the net operating income
("NOI") of Mobile Consultants, Inc. ("MCI"), a
wholly-owned subsidiary of the Company, equals or
exceeds the targeted NOI established for MCI by the
Company for both calendar year 2000 and calendar year
2001, then the final one-third of this option, 16,000
shares, shall become exercisable on February 18,
2002. If the NOI of MCI equals or exceeds the
targeted NOI established for MCI by the Company for
either calendar year 2000 or calendar year 2001, but
not both such calendar years, then this option shall
become exercisable on February 18, 2002 with respect
to only 5,000 of the final 16,000 shares, and on
August 18, 2008 with respect to the remaining 11,000
that are subject to this option. If the NOI of MCI is
less than the targeted NOI established for MCI by the
Company for both calendar year 2000 and calendar year
2001, then the Optionee's option to purchase the
final 16,000 shares that are subject to this option
shall become exercisable on August 18, 2008.
Notwithstanding the foregoing, if the Chairman and
CEO of the Company determines, in his sole
discretion, that the failure of MCI to equal or
exceed its targeted NOI in calendar year 2000 or
calendar year 2001 is due to extraordinary
circumstances, then the Chairman and CEO of the
Company may, in his sole discretion, grant to the
Optionee the right to exercise this option with
respect to any or all of the final 16,000 shares that
are subject to this option prior to August 18, 2008.
NOI shall be determined in accordance with generally
accepted accounting principles applied consistently
with the Company's past practices.
3. NO FURTHER AMENDMENTS. Except as specifically provided for in this
Amendment, no further amendments or modifications of the Agreement or Stock
Option are intended or
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contemplated by the parities by this Amendment.
4. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the substantive laws of the State of Ohio without reference to
principles of conflicts of law.
IN WITNESS WHEREOF, this Amendment has been executed by the parties to
be effective as of August 3 or August 5, 1999, as applicable.
Date: March 8, 2000 /s/ John R. Macso
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John R. Macso
FIRSTMERIT CORPORATION
Date: March 9, 2000 By: /s/ Christopher Mauer
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Its: EXEC. VICE PRESIDENT-HUMAN RESOURCES
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