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Exhibit 10(a)
SECOND AMENDMENT TO THE
FIRSTMERIT CORPORATION
1992 STOCK OPTION PROGRAM
FIRSTMERIT CORPORATION (the "Company") hereby adopts this Second Amendment
to the FirstMerit Corporation 1992 Stock Option Program.
R E C I T A L S:
A. The Company previously adopted the FirstMerit Corporation 1992 Stock
Option Program (the "Program").
B. Article V(A) of the Program provides that the Board of Directors of the
Company may amend the Program at any time and from time to time.
C. The Company desires to amend the Program to revise the provisions
governing the award of Dividend Units.
IN CONSIDERATION OF THE FOREGOING, the Company hereby amends the Program,
effective as of February 15, 1996, as follows:
1. Except as otherwise expressly provided, capitalized terms used in this
Amendment shall have the same meanings as those ascribed to them in the Program.
2. Article II (A) of the Program is amended and restated to read as
follows:
ADMINISTRATION: The Program shall be administered by the Committee, which
subject to the express provisions of the Program, shall have full and exclusive
authority to interpret the Program, to prescribe, amend and rescind rules and
regulations relating to the Program and to make all other determinations deemed
necessary or advisable in the implementation and administration of the Program;
provided, however, that subject to the express provisions hereof or unless
required by applicable law or regulation, no action of the Committee shall
adversely affect the terms and conditions of any Award made to, or any rights
hereunder or under any grant letter of, any Participant, without such
Participant's consent. The Committee's interpretation and construction of the
Program shall be conclusive and binding on all persons, including the Company
and all Participants.
3. Article III (H)(2) of the Program is amended and restated to read as
follows:
OTHER TERMINATION: If a Participant's employment with the Company or any of
its Subsidiaries is terminated for any reason other than Death, Disability or
Retirement, all awards under this Program shall be immediately canceled, except
that if the termination is by the Company or any of its Subsidiaries or
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any reason other than misconduct or misfeasance, Participant shall have thirty
(30) days thereafter within which to exercise his options to the extent that the
options are otherwise exercisable immediately prior to such termination, and
further if such termination is attributable to a Change of Control, such award
shall not be canceled but shall continue as though the Participant remained in
the employ of the Company or any of its Subsidiaries during the remaining option
term of the Award.
4. Article IV of the Program is amended and restated to read as follows:
A. AWARDS OF DIVIDEND UNITS
1. The Committee may, at its discretion, award one Dividend Unit
to Participants in the Program with respect to each share of Common Stock for
which an option has been granted.
2. An award of a Dividend Unit by the Committee may be made only
in conjunction with a stock option for Common Stock granted to the Participant
under this Program.
B. VALUATION
1. The amount payable to a Participant in respect of each
Dividend Unit awarded to such Participant shall be equal to the aggregate
dividends actually paid one share of Common Stock to the extent that such
Participant held such Dividend Unit on the record date established by the Board
for payment of each dividend. A Participant shall be deemed to have held a
Dividend Unit from the date on which the Award of such Dividend Unit was made
(or such later date as may be specified in the related grant letter) to and
including the date on which the term of the Dividend Unit expires.
2. The Committee shall, at the time it awards a Dividend Unit
to a Participant, specify the term of the Dividend Unit (which term shall not be
longer than the term of the stock option to which it is attached) and the period
of time during the term over which the Dividend Unit will accrue dividends.
C. PAYMENT
1. The amount payable to a Participant in respect of a Dividend
Unit shall be paid out by the Company to such Participant only at the date of
exercise of the stock option to which the Unit is attached. The Dividend Unit
shall expire upon the expiration of any stock option which has not been
exercised.
2. Upon payment to a Participant in respect of a Dividend Unit
such Dividend Unit shall be of no further force or effect.
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D. TERMINATION OF EMPLOYMENT
In the event of Termination of Employment,
any Dividend Unit shall remain outstanding for the duration of the stock option
to which it is attached until paid upon exercise or until termination or
expiration of such stock option.
E. ACCELERATION OF PAYMENTS
Unless the Committee determines otherwise,
in the event of a Change of Control, the Company shall, promptly after such
Change of Control, make payment to each Participant in an amount equal to the
aggregate amount accrued on the Dividend Units held by such Participant on the
date of such Change of Control. Notwithstanding anything to the contrary or any
grant letter, after such Change of Control and for so long as a Participant
holds any Dividend Unit and dividends are accrued thereon, the Company shall
make payment to the Participant in respect of any such Dividend Unit at the same
time as payment of dividends on Common Stock is made.
5. Except as expressly provided in this Amendment, the remaining
terms and conditions of the Program shall remain in full force and effect.
IN WITNESS WHEREOF, FirstMerit Corporation has caused this Second
Amendment to the Program to be duly executed and adopted this 15th day of
February, 1996.
FIRSTMERIT CORPORATION
Attest: /s/ Terry E. Patton By: /s/ John R. Cochran
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Secretary John R. Cochran
Its: President and Chief
Executive Officer