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Exhibit (b)
MULTI-YEAR NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT made and entered into this ____ day of ___________ ____,
by and between FIRSTMERIT CORPORATION, (the "Company"), and (the "Optionee").
WITNESSETH, THAT:
WHEREAS, the Company on the 8th day of April, 1992, by action of its
shareholders, adopted and approved the 1992 Stock Option Program ("Plan"); and
WHEREAS, the purpose of said Plan is to enable selected and key
employees of the Company and its subsidiaries to acquire a proprietary interest
in the Company through such Plan, and to provide such employees with a more
direct stake in the future and welfare of the Company and its subsidiaries and
to encourage them to remain with the Company or its subsidiaries.
NOW THEREFORE, the Company and Optionee agree as follows:
1. Amount of Stock Subject to Option.
a. The Company hereby grants to Optionee the right to
purchase __________ shares of authorized and unissued common stock of the
Company, which stock is to be issued by the Company upon the exercise of this
option as hereinafter set forth.
b. 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.
The purchase price per share shall be _____________________________
($_____) (not less than 100% of the fair market value of the stock at the time
the option is granted).
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 hereof, except as otherwise provided in Section 8 of this
Agreement.
b. One-third of this option, ___________ shares, shall become
exercisable on ________ ___, ____ one-third of this option, __________ shares,
shall become exercisable on _________ ___, ____ and the final one-third of
this option, __________ shares, shall become exercisable on ________ __, ____.
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c. The terms of the Dividend Units granted herein shall be ten
(10) years from the date of grant hereof, provided that the Dividend Units will
accrue dividends only for the first five (5) years of that period.
d. Unless the Committee determines otherwise, in the event of
a change in control of the Company (as defined in the Plan), all shares granted
as part of this option that have not yet become exercisable will immediately
become exercisable.
4. General Terms and Conditions.
This option is subject to the terms and conditions of the Company's
1992 Stock Option Program, a copy of which is attached hereto and incorporated
by reference herein.
5. Exercise of Option.
In order to exercise this option or any part thereof, Optionee shall
give notice in writing to the Company of his or her intention to purchase all or
part of the shares subject to this option, and in said notice shall be set forth
the number of shares as to which he or she desires to exercise this option.
Optionee shall pay for said shares 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 stock of the Company having an aggregate fair market value as
determined on the date of exercise equal to the option price. No shares shall be
issued until final payment for said shares has been made, and Optionee shall
have none of the rights of a shareholder until said shares are issued. Said
notice to exercise this option shall set forth that it is Optionee's present
intention to acquire said shares 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.
6. Payment and Valuation of Dividend Units.
a. 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 common stock of the Company, to the extent Optionee held such
Dividend Unit on the record date established for payment of such dividends.
b. Except as otherwise provided herein, the amount payable to
Optionee in respect of a Dividend Unit shall be paid to Optionee only at the
exercise of this option with respect to the share of stock to which the Dividend
Unit is attached.
c. A Dividend Unit shall have no further force or effect upon
payment in respect thereof.
d. 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
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payments to Optionee in respect of any such Dividend Unit at the same time as
payments of dividends on the common stock of the Company are made.
7. Non-Transferability of Option.
This option is not assignable or transferable, except by will or the
laws of descent and distribution or a valid beneficiary designation made in
accordance with procedures as may be established by the Company. This option
shall be exercisable only by Optionee during his or her lifetime, or by
Optionee's estate, or by the person who acquired the right to exercise such
option by bequest or inheritance.
8. Termination of Employment and Death of Optionee.
a. If Optionee shall cease to be employed by the Company or
one of its subsidiaries for any reason other than death, disability (as defined
in the Plan), or retirement (as defined in the Plan), all rights to purchase
shares pursuant to this option which have not been exercised shall be
immediately canceled, except that if the termination is by the Company or any of
its subsidiaries for any reason other than misconduct or misfeasance, Optionee
shall have thirty (30) days thereafter within which to exercise this option to
the extent that this option was otherwise exercisable immediately prior to such
termination, and further if such termination is attributable to a change of
control of the Company (as defined in the Plan), the option shall not be
canceled but shall continue as though Optionee remained in the employ of the
Company or any of its subsidiaries during the remaining term of the option.
b. In the event of termination of employment due to death, or
disability (as defined in the Plan) of Optionee, this option shall, become
immediately exercisable and be exercisable for a period equal to the lesser of
five (5) years or the remaining option term.
c. In the event of termination due to Retirement (as defined
in the Plan) of Optionee, this option shall become exercisable as specified in
Section 3 of this Agreement and be exercisable for a period equal to the lesser
of five (5) years or the remaining option term.
d. In the event of termination of employment, each Dividend
Unit granted herein shall remain outstanding for the duration of this option
until paid upon exercise, but shall terminate upon termination, cancellation or
expiration of this option.
9. Changes in Capital.
If, prior to the expiration of this option, there shall be any changes
in the capitalization of the Company by reason of stock dividends, stock splits,
recapitalizations, combinations, exchanges of shares, spin-offs, liquidations,
reclassifications or other similar events, then the number to shares available
for purchase hereunder and the option price shall be adjusted proportionally by
the Board of Directors of the Company as in its sole discretion shall deem
equitable.
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10. The Right to Terminate Employment.
This option shall not confer upon Optionee any right to continue in the
employ of Company or its subsidiaries or to interfere with or restrict in any
way with the rights of the Company or its subsidiaries to discharge Optionee at
any time, for any reason, with or without cause.
11. Listing, Registration, Qualification.
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.
12. Withholding.
The Company may require a payment from Optionee under 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.
IN WITNESS WHEREOF, the parties have hereto set their hands to
duplicates hereof, the _____ day of _________________, 19___ .
Signed in the presence of: FIRSTMERIT CORPORATION
______________________________ By:
______________________________
Its: President and CEO
OPTIONEE
______________________________ By:
______________________________
Print Name: ________________________