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Exhibit 10(c)
FIRSTMERIT CORPORATION
1992 STOCK OPTION PROGRAM
EMPLOYEE STOCK OPTION AGREEMENT
THIS AGREEMENT is made and entered into the day indicated on Exhibit
A, by and between FirstMerit Corporation and the undersigned ("Optionee").
WHEREAS, FirstMerit Corporation on April 8, 1992, by action of its
shareholders adopted and approved the 1992 Stock Option Program ("Plan"); and
WHEREAS, one of the purposes of the Plan is to enable selected key
employees of FirstMerit Corporation and its subsidiaries (the "Company") to
acquire a proprietary interest in the Company through the Plan, to provide
employees with a more direct stake in the future and welfare of the Company,
and to encourage them to remain with the Company.
NOW, THEREFORE, the Company and Optionee agree as follows:
1. AMOUNT OF STOCK SUBJECT TO OPTION; DIVIDEND UNITS. As of the
date of this Agreement, the Company hereby grants to the Optionee the right to
purchase that number of shares of authorized and unissued Common Stock (as
defined in the Plan) of the Company as indicated on Exhibit A, which Common
Stock is to be issued by the Company upon the exercise of this option.
The Company also hereby grants to Optionee one Dividend Unit with
respect to each share of stock for which this option has been granted.
2. PURCHASE PRICE.
(a) INCENTIVE STOCK OPTIONS. The purchase price per share
shall be the amount listed on Exhibit A, which for incentive stock options
shall not be less than 100% of the Fair Market Value (as defined in the Plan)
of the Common Stock at the time the option is granted, or not less 110% of the
Fair Market Value of the Common Stock at the time the option is granted if the
Optionee owns, within the meaning of Section 425(d) of the Internal Revenue
Code of 1986, as amended ("Code"), Common Stock representing more than 10% of
the total combined voting power of all classes of stock of the Company.
(b) NON-QUALIFIED STOCK OPTIONS. The purchase price per
share for non-qualified stock options shall be the amount listed on Exhibit A,
which may be less than 100% of the Fair Market Value of the Common Stock at the
time the option is granted.
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3. PERIOD OF OPTION. Notwithstanding anything otherwise stated
herein, this option may not be exercised prior to six months from the date of
its grant. The option may be exercised pursuant to the schedule for vesting
listed on the attached Exhibit A.
4. DIVIDEND UNITS.
(a) The terms of the Dividend Units granted herein shall be
ten years from the date of grant hereof, provided that the Dividend Units will
accrue dividends only for the first five years of that period.
(b) The amount payable to Optionee in respect of each
Dividend Unit awarded herein shall be equal to the aggregate dividends actually
paid on one share of the stock to which such Dividend Unit is attached of the
Company, to the extent Optionee held the Dividend Unit on the record date
established for payment of such dividends.
(c) Except as otherwise provided herein, the amount payable
to Optionee in respect of a Dividend Unit shall be paid to Optionee only at the
date of exercise of this option with respect to the share of stock to which the
Dividend Unit is attached.
(d) A Dividend Unit shall have no further force or effect
upon payment in respect thereof.
(e) In the event of a Change of Control of the Company (as
defined in the Plan), the Company shall promptly pay to Optionee an amount
equal to the aggregate amount accrued on the Dividend Units granted hereby.
After such Change of Control and for so long as Optionee holds any Dividend
Unit and dividends are accrued thereon, the Company shall make payments to
Optionee in respect of any such Dividend Unit at the same time as payments of
dividends on Company stock are made.
5. TERMS AND CONDITIONS. This Agreement is subject to the terms
and conditions of the FirstMerit Corporation 1992 Stock Option Plan, a copy of
which has been delivered to Optionee and is incorporated by reference herein.
6. EXERCISE OF OPTION.
In order to exercise this option or any part thereof, Optionee
shall give notice in writing to the Company of his intention to purchase all or
part of the shares of Common Stock subject to this option, and said notice
shall set forth the number of shares of Common Stock which he desires to
exercise.
Optionee shall pay for said shares of Common Stock in full at
the time of exercise in cash, by check, bank draft or money order payable to
the Company, or through the delivery of shares of Common Stock of the Company
having an aggregate Fair Market Value as determined on the date of exercise
equal to the option price. No shares of Common Stock shall
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be issued until final payment for said shares of Common Stock has been made,
and Optionee shall have none of the rights of a shareholder until said shares
of Common Stock are issued. Said notice to exercise this option shall set
forth that it is Optionee's present intention to acquire said shares of Common
Stock for investment, and not with a view to, or for sale in connection with,
any distribution thereof, if in the opinion of counsel for the Company it is
necessary or desirable.
7. WITHHOLDING. The Company may require a payment from Optionee
upon the exercise of this option to cover applicable withholding for income and
employment taxes. The Company reserves the right to offset such tax payment
from any funds which may be due Optionee by the Company.
8. THE RIGHT TO TERMINATE EMPLOYMENT. This option shall not
confer upon the Optionee any right with respect to being continued in the
employ of the Company or to interfere in any way with the right of the Company
to terminate his employment at any time, for any reason, with or without cause,
except as may otherwise be stated in a written employment agreement between the
Company and the Optionee.
9. LIMITATIONS. This option is subject to the requirement and
condition that if the Board of Directors shall determine that the listing,
registration or qualification upon any securities exchange under any state or
federal law, or the approval or consent of any governmental body is necessary
or desirable as a condition to the issuance or purchase of any shares subject
to this option, then this option may not be exercised in whole or in part
unless or until such listing, registration, qualification or approval has been
obtained, free of any conditions which are not acceptable to the Board of
Directors of the Company, and the sale and delivery of stock hereunder is also
subject to the above requirements and conditions.
10. NONTRANSFERABILITY OF OPTION; TERMINATION. This option
granted to Optionee is not transferable except pursuant to the terms of the
Plan. This option shall terminate upon the occurrence of such events as
contained in the Plan.
IN WITNESS WHEREOF, the parties hereto have set their hands hereof, as
of the day and year indicated on Exhibit A.
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EXHIBIT A
TO
FIRSTMERIT CORPORATION
1992 STOCK OPTION PROGRAM
EMPLOYEE STOCK OPTION AGREEMENT
1. NAME OF OPTIONEE: John R. Cochran
2. DATE OF GRANT: March 1, 1995
3. NUMBER OF SHARES SUBJECT TO OPTIONS AND PRICE:
0 shares as incentive stock options at $ N/A per share; and/or
60,000 shares as non-qualified stock options at $23.50 per share.
4. VESTING AND EXERCISE: The Optionee may not exercise the Options granted
hereunder prior to the expiration of six months following their date of grant.
Thereafter, the Optionee may exercise the Options in whole or in part, as
follows: (a) at any time after 12 months following the date of grant, not more
than 33 percent, or 20,000 shares; (b) at any time after 24 months following
the date of grant, an additional 33 percent but not more than 66 percent, or
40,000 shares; and (c) at any time after 36 months following the date of grant
an additional 34 percent or up to 100 percent, or 60,000 shares, except that
all such options must be exercised prior to the tenth anniversary of the date
of grant. Notwithstanding the foregoing and anything to the contrary
contained in the Plan, upon the termination of the Optionee's employment on or
after six months following the date of grant of the Options (1) as a result of
the Optionee's death or Disability, (2) following a Change of Control, or (3)
under circumstances that cause such termination to constitute a Termination of
Employment Without Cause or a Termination of Employment for Good Reason, all of
the then unexercised Options granted hereunder shall become exercisable at any
time after the effective date of such termination and before the tenth
anniversary of the date of grant. For purposes of the preceding sentence, the
terms "Disability," "Change of Control," "Termination of Employment Without
Cause," and "Termination of Employment for Good Reason" shall have the meanings
ascribed to such terms in the Employment Agreement, dated as of March 1, 1995,
between the Optionee and FirstMerit Corporation.
OPTIONEE: FIRSTMERIT CORPORATION
/s/ John R. Cochran By: /s/ Howard L. Flood
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John R. Cochran Howard L. Flood, Chairman
Date: March 1, 1995 Date: March 1, 1995
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(Social Security Number)