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Exhibit 10(e)
RESTRICTED STOCK
AWARD AGREEMENT
This Award Agreement is effective as of the 1st day of March, 1995
("Date of Award"), between FirstMerit Corporation, an Ohio corporation (the
"Company"), and John R. Cochran (the "Grantee"). In consideration of the
agreements set forth below, the Company and the Grantee agree as follows:
1. GRANT. A restricted stock award ("Award") of 12,500 shares
("Award Shares") of the Company's common stock, no par value ("Common Stock"),
is hereby granted by the Company to the Grantee subject to the following terms
and conditions and to the provisions of the FirstMerit Corporation 1995
Restricted Stock Plan (the "Plan"), the terms of which are hereby incorporated
by reference.
2. TRANSFER RESTRICTIONS. None of the Award Shares shall be
sold, assigned or transferred, in whole or in part, voluntarily or
involuntarily, by the Grantee, nor made subject to any lien (except as provided
in Section 6, below), directly or indirectly, by operation of law or otherwise,
including execution, levy, garnishment, attachment, pledge or bankruptcy.
3. RELEASE OF RESTRICTIONS.
(A) The restrictions set forth in Section 2 above shall
lapse as follows:
(i) with respect to 4,167 Award Shares, on the
anniversary of this Award Agreement in the year 2001;
(ii) with respect to 4,167 Award Shares, on the
anniversary of this Award Agreement in the year 2002;
(iii) with respect to 4,166 Award Shares, on the
anniversary of this Award Agreement in the year 2003;
(B) The restrictions set forth in Section 2 above with
respect to all of the Award Shares, to the extent they have not lapsed
in accordance with subsection 3(A) and to the extent not related to
shares which previously have been forfeited to the Company, shall
lapse on the first to happen of the following:
(i) the Grantee's employment with the Company is
terminated following a Change of Control, or by reason of
death, Disability, Termination of Employment Without Cause or
Termination of Employment for Good Reason(for purposes of this
subsection (i), the terms "Change of Control," "Disability,"
"Termination of Employment Without Cause," and "Termination of
Employment for Good Reason" shall have the same meanings
ascribed to such terms in the Employment Agreement, effective
as of March 1, 1995, between the Company and the Grantee (the
"Employment Agreement")); or
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(ii) an action by the Committee, in its sole
discretion, terminating such restrictions.
The provisions of the second sentence of Section 14 of the
Plan shall not apply to this Award and, therefore, the lapse
of the restrictions set forth in Section 2 upon the occurrence
of a Change of Control, as provided in Section 3(B)(i), shall
not be limited as otherwise provided in Section 14 of the
Plan.
4. FORFEITURE. The Award Shares shall be forfeited to the
Company upon the Grantee's termination of employment with the Company and its
subsidiaries unless on or prior to the date the restrictions lapse as provided
in Section 3 above.
5. RIGHTS AS SHAREHOLDER. The Grantee shall be entitled to all
of the rights of a shareholder with respect to the Award Shares including the
right to vote such shares and to receive dividends and other distributions
payable with respect to such shares since the Date of Award.
6. ESCROW OF SHARE CERTIFICATES. For the purposes of securing
the re-transfer of the shares into the name of the Company in the event of
forfeiture and to ensure adequate provision for any tax withholding obligations
arising with respect to the Award, certificates for the Award Shares shall be
issued in the Grantee's name and shall be held in escrow by, and subject to a
security interest in favor of, the Company until restrictions with respect to
such shares lapse and all withholding obligations have been satisfied or such
shares are forfeited as provided herein; provided, however, that the terms of
such escrow shall make allowance for the transactions contemplated by Section
3(B)(i) above. A certificate or certificates representing the Award Shares as
to which restrictions have lapsed shall be delivered to the Grantee upon such
lapse and the satisfaction of any withholding obligations.
7. GOVERNMENT REGULATIONS. Notwithstanding anything contained
herein to the contrary, the Company's obligation to issue or deliver
certificates evidencing the Award Shares shall be subject to all applicable
laws, rules and regulations and to such approvals by any governmental agencies
or national securities exchanges as may be required.
8. WITHHOLDING TAXES. The Company shall have the right to
require the Grantee to remit to the Company, or to withhold from other amounts
payable to the Grantee, as compensation or otherwise, an amount sufficient to
satisfy all federal, state and local withholding tax requirements.
9. GOVERNING LAW. This Agreement shall be construed under the
laws of the State of Ohio.
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10. RIGHT TO TERMINATE EMPLOYMENT. This Award shall not confer
upon the Grantee 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 the Employment Agreement.
IN WITNESS WHEREOF, the Company has caused the Award to be granted
pursuant to this Award Agreement on the date first above written.
FIRSTMERIT CORPORATION
By: /s/ Howard L. Flood
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Howard L. Flood, Chairman
Accepted:
GRANTEE:
/s/ John R. Cochran
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John R. Cochran
Date: March 1, 1995
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