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EXHIBIT 10(i)
FIRSTMERIT CORPORATION
AMENDED AND RESTATED
DIRECTOR DEFERRED COMPENSATION PLAN
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FIRSTMERIT CORPORATION
AMENDED AND RESTATED
DIRECTOR DEFERRED COMPENSATION PLAN
ARTICLE 1
PURPOSES AND DEFINITIONS
1.1 PURPOSES. The purposes of the Plan are (i) to provide Directors with
flexibility with respect to the form and timing of Compensation, (ii)
to more closely align the interests of Directors with the interests of
the Corporation's shareholders, and (iii) to assist the Corporation in
attracting and retaining qualified individuals to serve as Directors.
1.2 DEFINITIONS. Whenever used in the Plan, the following terms shall have
the meaning set forth or referenced below:
(a) "ACCOUNT" means a Cash Account, a Deferred Benefit Account or
a Stock Account.
(b) "BOARD" means the Board of Directors of the Corporation.
(c) "BUSINESS DAY" means a day, except for a Saturday, Sunday or a
legal holiday.
(d) "CASH ACCOUNT" means the account maintained by the Committee
in the name of a Participant pursuant to Section 2.5(a).
(e) "CASH CREDIT" means a credit to a Participant's Cash Account,
expressed in whole dollars and fractions thereof.
(f) "CLOSING PRICE" means the closing price of the Common Stock as
reported on the National Association of Securities Dealers
Automated Quotation System ("Nasdaq").
(g) "COMMITTEE" means the Compensation Committee of the Board.
(h) "COMMON STOCK" means the common stock, no par value, of the
Corporation.
(i) "CORPORATION" means FirstMerit Corporation.
(j) "COMPENSATION" means all fees payable to a Director for
services to the Corporation and/or a Subsidiary as a director,
including retainer fees for service on, and fees for
attendance at meetings of, the Board and any committees
thereof, as established by the Board from time to time, but
excluding reimbursements for expenses.
(k) "DEFERRED BENEFIT ACCOUNT" means a deferred benefit account
established for a Participant under the Directors' Deferred
Fee Plan before July 1, 1996.
(l) "DIRECTORS' Deferred Fee Plan" means the FirstMerit
Corporation Directors' Deferred Fee Plan.
(m) "DIRECTOR" means any individual serving on the Board or on the
board of directors of a Subsidiary, who is not an employee of
the Corporation or any Subsidiary, or any individual serving
as a Community Board Advisor (or like designation).
(n) "PARTICIPANT" means a Director who is a participant in the
Plan, or a former Director who has an Account.
(o) "PLAN" means the FirstMerit Corporation Director Deferred
Compensation Plan.
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(p) "PLAN YEAR" means the calendar year, except that for the 1996
Plan Year, it means the six-month period beginning July 1,
1996 and ending December 31, 1996.
(q) "STOCK ACCOUNT" means the account maintained by the Committee
in the name of a Participant pursuant to Section 2.5(b).
(r) "STOCK CREDIT" means a credit to a Participant's Stock
Account, calculated pursuant to Section 2.5(b).
(s) "STATED INTEREST RATE" means, with respect to any calendar
month, two percentage points over the average of the composite
yield on Moody's Average Corporate Bond Yield for the month of
October immediately preceding the Plan Year as determined from
Moody's Bond Record published by Moody's Investors Services,
Inc. (or any successor thereto), or, if such monthly yield is
no longer published, a substantially similar average selected
by the Corporation. The Committee shall establish the Stated
Interest Rate effective as of January 1 of each Plan Year,
which, once established, shall be used for all interest
determinations during such Plan Year.
(t) "SUBSIDIARY" means a subsidiary of the Corporation.
(u) "VALUATION DATE" means the last business day of the month in
which termination occurs.
ARTICLE 2
PARTICIPATION IN THE PLAN
2.1 ELIGIBILITY. All Directors shall participate in the Plan.
2.2 CURRENT COMPENSATION.
(a) To the extent that a Director or first time nominee for
Director has not timely elected, pursuant to Section 2.3, to
defer receipt of Compensation payable to him during a Plan
Year, such Director or first time nominee may irrevocably
elect, in increments of fifty percent (50%), to receive
current Compensation either in cash or in whole shares of
Common Stock (and cash for any fractions of a share). Any
such election must be made in writing and delivered to the
Committee prior to December 15, 1995 with respect to the
1996 Plan Year and thereafter prior to July 1 of any Plan
Year effective as of January 1 of the immediately succeeding
Plan Year; provided that in the case of a first time nominee
for Director, such election must be so made and delivered
not later than six months in advance of the first date in
such Plan Year as of which such Compensation will be paid.
Absent such a timely election, a Director or first time
nominee for Director shall be deemed to have elected to
receive such Compensation entirely in cash.
(b) The number of shares of Common Stock payable to a Director
pursuant to an election under Section 2.2(a) shall be equal to
the number of shares of Common Stock that could have been
purchased with the amount of Compensation that would otherwise
have been paid to the Director in cash at the Closing Price of
shares of Common Stock on the day such Compensation would
otherwise have been so paid. The balance of such Compensation,
if any, shall be paid to the Director in cash.
(c) A Director may, pursuant to Section 2.2(a), file a new current
Compensation election or revoke a prior current Compensation
election each Plan Year effective as of July 1 of the
immediately succeeding Plan Year. If no new election or
revocation of a prior election is made prior to July 1 of any
Plan Year, the election or deemed election in effect for such
Plan Year shall continue to be effective and irrevocable for
the immediately succeeding Plan Year.
2.3 DEFERRED COMPENSATION.
(a) (i) A Director may irrevocably elect to defer receipt, in
increments of twenty-five percent (25%), of
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Compensation payable to him during the immediately succeeding
Plan Year. Such election must be made in writing an delivered
to the Committee prior to December 15, 1995 with respect to
the 1996 Plan Year and thereafter prior to July 1 of any Plan
Year effective as of January 1 of the immediately succeeding
Plan Year.
(ii) A first time nominee for Director may irrevocably elect to
defer receipt, in increments of twenty-five percent (25%), of
Compensation payable to him on or after July 1 of the Plan
Year in which he first becomes a Director. Such election must
be made in writing and delivered to the Committee prior to the
date on which such nominee becomes a Director.
(b) A Director may, pursuant to Section 2.3(a)(i), file a new deferred
Compensation election or revoke a prior deferred Compensation
election each Plan Year applicable to the immediately succeeding
Plan Year. If no new election or revocation of a prior election is
made prior to July 1 of any Plan Year, the election, if any, in
effect for such Plan Year shall continue to be effective and
irrevocable for the immediately succeeding Plan Year. If a
Director does not timely elect to defer Compensation payable to
him during a Plan Year, all such Compensation shall be paid
directly to such Director in accordance with Section 2.2.
2.4 ALLOCATION OF DEFERRED COMPENSATION. A Participant may irrevocably elect
to initially allocate all or a portion, in increments of twenty-five
(25%), of his deferred Compensation to a Cash Account, a Stock Account,
or a combination of both such Accounts. Any such allocation shall be
specified in the election made pursuant to Section 2.3; provided,
however, that in the case of a first time nominee for Director, such
election must be so made and delivered not later than six months in
advance of the first date in such Plan Year as of which such Compensation
would otherwise be paid. Absent such a timely election, a Participant
shall be deemed to have elected to allocate such deferred Compensation to
his Cash Account. Deferred Compensation allocated to a Cash Account or
Stock Account shall result in Cash Credits or Stock Credits,
respectively.
2.5 ACCOUNTS.
(a) The Cash Account of a Participant shall be credited, as of the day
the deferred Compensation otherwise would have been paid to such
Participant, with Cash Credits equal to the dollar amount of such
deferred Compensation and shall be reduced, as of the day that any
amount is distributed or transferred therefrom, by Cash Credits
equal to the amount of such distribution or transfer. As of the
last day of each calendar month, the Participant's Cash Account
shall be credited with additional Cash Credits in an amount equal
to the product of the average daily balance in his Cash Account
during such month (determined after adjustment for any deferred
Compensation credited thereto and any amount distributed or
transferred therefrom as of each day in such month) and an
interest rate equal to the Stated Interest Rate.
(b) The Stock Account of a Participant shall be credited, as of the
day the deferred Compensation otherwise would have been paid to
such Participant, with Stock Credits equal to the number of shares
of Common Stock (including fractions of a share) that could have
been purchased with the amount of such deferred Compensation at
the Closing Price of shares of Common Stock on the day as of which
such Stock Account is so credited and shall be reduced as of the
day that any amount is distributed or transferred therefrom by the
number of Stock Credits attributable to such distribution or
transfer.
(c) As of the date any dividend is paid to holders of shares of Common
Stock, the Participant's Stock Account shall be credited with
additional Stock Credits equal to the number of shares of Common
Stock (including fractions of a share) that could have been
purchased, at the Closing Price of shares of Common Stock on
such date, with the amount that would have been paid as dividends
on that number of shares of Common Stock (including fractions of a
share) which is equal to the number of Stock Credits attributable
to the Participant's Stock Account as of the record date of such
dividend. In the case of dividends paid in stock, the amount of
the dividend shall be deemed to be the fair market value of the
stock at the time of the payment thereof, as determined in good
faith by the Committee.
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(d) No Compensation payable to a Director after June 30, 1996 may be
deferred to a Deferred Benefit Account. As of July 1, 1996,
Deferred Benefit Account balances will be converted to Cash
Credits to the Participants' Cash Accounts, or Stock Credits to
Participant's Stock Accounts, as elected by the Participant. The
amount of such Cash Credits and Stock Credits shall be determined
in accordance with Sections 2.5(a), 2.5(b) and 2.5(c),
respectively, as if the converted amounts constituted deferred
Compensation on the date of such conversion. Such election must
be in writing and delivered to the Committee prior to December
15, 1995 and shall be irrevocable. Absent such a timely election,
a Participant's Deferred Benefit Account balance shall be
automatically converted to Cash Credits.
(e) A Participant shall be one hundred percent (100%) vested in his
Accounts at all times.
2.6 DISTRIBUTIONS UPON TERMINATION.
(a) Distribution of a Participant's Account shall be made or commence
in accordance with such Participant's election within thirty (30)
days following the Valuation Date, unless the Participant has
elected a later month.
(b) A Participant may elect to receive his Accounts in monthly cash
installments not to exceed one hundred twenty (120) separate
installments or in a single sum. Such single sum may be paid
either in cash or in whole shares of Common Stock (and cash for
any fractions of a share) or in combination of both, in increments
of twenty-five percent (25%). The Committee shall-distribute such
Accounts in accordance with such election or, if no such election
is made, in a single cash installment.
(c) (i) In the event of an election to receive all or a portion
of his Stock Account in shares of Common Stock, the
Participant shall, to the extent of such election, receive
one such share with respect to each Stock Credit (including
any Stock Credits resulting from a transfer pursuant to the
second sentence in Section 2.6(c)(ii) allocated to his Stock
Account (and cash for any fractions of a share). In the
event of an election or deemed election to receive all or a
portion of his Stock Account in cash, the Participant shall,
to the extent of such election or deemed election, receive
an amount in cash equal to the product of the number of
Stock Credits allocated to his Stock Account and the Closing
Price of shares of Common Stock on the Valuation Date.
(ii) In the event of an election or deemed election by the
Participant to receive all or a portion of his Cash Account
in cash, the Participant shall, to the extent of such
election or deemed election, receive an amount in cash equal
to the current balance in such Cash Account. In the event of
an election by the Participant to receive all or a portion
of his Cash Account in shares of Common Stock, the
Participant shall be deemed to have irrevocably elected to
transfer the appropriate such amount from his Cash Account
to his Stock Account in accordance with Section 2.8(b)
effective as of the Valuation Date.
(d) (i) The amount of a monthly cash installment with respect to
a Participant's Cash Account shall be equal to the product
of the current balance in such Cash Account and a fraction,
the numerator of which is one and the denominator of which
is the total number of installments elected minus the number
of installments previously paid.
(ii) The amount of a monthly cash installment with respect to
such Participant's Stock Account shall be equal to the
product of the number of Stock Credits attributable to such
installment and the Closing Price of shares of Common Stock
on the Valuation Date. The number of Stock Credits
attributable to an installment shall be equal to the product
of the current number of Stock Credits attributable to such
Stock Account and a fraction, the numerator of which is one
and the denominator of which is the total number of
installments elected minus the number of installments
previously paid.
(iii) All monthly cash installments shall commence and be paid
within thirty (30) days after the Valuation Date.
(e) A Participant's elections referred to in this Section 2.6 must be
in writing and delivered to the Committee with
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such Participant' s election to defer Compensation pursuant to
Section 2.3(a). A Participant may at any time not less than one
year prior to the date as of which the distribution of such
Participant's Accounts is made or commences change such elections
pursuant to an election in writing delivered to the Committee,
which election shall be irrevocable during such one-year period.
(f) Notwithstanding any other provision of this Plan, if the
Participant's Account is $5,000 or less on the Valuation Date, the
benefit shall be paid in a lump sum.
2.7 IN-SERVICE DISTRIBUTIONS.
(a) A Participant may, as of the first Business Day of the month,
receive payment of all or part of his Accounts while still a
Director. Any such election must be in writing and delivered to
the Committee not less than one year in advance of the effective
date thereof, which election shall be irrevocable during such
one-year period; provided, however, that if the Participant' s
service as a Director terminates prior to the effective date of
such election, such election shall be deemed automatically
revoked. Such in-service distributions may be made on the same
basis as distributions upon termination pursuant to Section 2.6.
(b) Any amounts withdrawn pursuant to Section 2.7(a) shall be subject
to a 6% penalty.
2.8 TRANSFERS.
(a) A Participant may elect to transfer all or a portion, in
increments of twenty-five percent (25%), of his Stock Account to
his Cash Account effective as of the first business day of any
Plan Year. The amount to be credited to such Participant's Cash
Account shall be equal to the product of the applicable percentage
(as elected by the Participant) of the number of Stock Credits
then credited to his Stock Account and the Closing Price of shares
of Common Stock on the effective date of such transfer.
(b) A Participant may elect to transfer all or a portion, in
increments of twenty-five percent (25%), of his Cash Account to
his Stock Account effective as of the first business day of any
Plan Year. The number of Stock Credits to be credited to such
Participant's Stock Account shall be equal to the number of shares
of Common Stock (including fractions of a share) that could have
been purchased with the value of the applicable percentage (as
elected by the Participant) of the Cash Account at the Closing
Price of shares of Common Stock on the effective date of such
transfer.
(c) Any transfer under this Section 2.8 must be made pursuant to an
irrevocable election in writing delivered to the Committee prior
to July 1 of the Plan Year immediately preceding the Plan Year in
which such transfer is to be effective.
2.9 DISTRIBUTION UPON DEATH.
(a) Notwithstanding any other provision of this Plan, upon the death
of a Participant, amounts attributable to his Deferred
Compensation Account shall be distributed in the manner provided
in any election or elections with respect thereto filed by the
Participant.
(b) Notwithstanding any other provisions of this Plan, upon
the death of a Participant, the Committee shall pay all of such
Participant's Cash Account and Stock Account to the person,
persons, or entity designated by the Participant. All such
designations shall be made in writing and delivered to the
Committee. A Participant may from time to time revoke or change
any such designations by written notice to the Committee. If
there is no beneficiary designation or if such persons shall have
all predeceased the Participant or otherwise ceased to exist,
such distributions shall be made to the executor or administrator
of the Participant's estate. Any distribution under this
Section 2.9(b) shall be made as soon as practicable following the
end of the month in which the Committee is notified of the
Participant's death or is satisfied as to the identity of the
appropriate payee, whichever is later.
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(c) The amount payable with respect to such Participant's Stock
Account shall be equal to the product of the number of Stock
Credits with which such Stock Account then is credited and the
Closing Price of shares of Common Stock on the last Business Day
of the month immediately preceding the month of such Participant's
death.
(d) In the event of the death of the primary beneficiary, the
secondary beneficiary shall receive a lump sum of the remainder of
the benefit.
2.10 WITHHOLDING TAXES. The Corporation may defer making payments under the
Plan until satisfactory arrangements have been made for the payment of
any federal, state or local income taxes required to be withheld with
respect to such payment or delivery. Each Director shall be entitled to
irrevocably elect, at least six months prior to the date shares of Common
Stock would otherwise be delivered hereunder, to have the Corporation
withhold shares of Common Stock having an aggregate value equal to the
amount required to be withheld. The value of fractional shares remaining
after payment of the withholding taxes shall be paid to the Director in
cash. Shares so withheld shall be valued at the Closing Price on the
regular Business Day immediately preceding the date such shares would
otherwise be transferred hereunder.
ARTICLE 3
THE COMMITTEE
3.1 AUTHORITY. The Committee shall have full power and authority to
administer the Plan, including the power to (i) promulgate forms to be
used with respect to the Plan, (ii) promulgate rules of Plan
administration, (iii) settle any disputes as to rights or benefits
arising from the Plan, (iv) interpret the terms of the Plan and (v) make
such decisions or take such action as the Committee, in its sole
discretion, deems necessary or advisable to aid in the proper
administration of the Plan.
3.2 ELECTIONS, NOTICES. All elections and notices required to be provided to
the Committee under the Plan must be in such form or forms prescribed by,
and contain such information as is required by, the Committee.
3.3 AGENTS. The Committee may appoint an individual or individuals to be the
Committee's agent with respect to the day-to-day administration of the
Plan. In addition, the Committee may, from time to time, employ other
agents and delegate to them such administrative duties as it sees fit,
and may from time to time consult with counsel who may be counsel to the
Company.
3.4 BINDING EFFECT OF DECISIONS. The decision or action of the Committee with
respect to any question arising out of or in connection with the
administration, interpretation and application of the Plan and the rules
and regulations promulgated hereunder shall be final and binding upon all
persons having any interest in the Plan.
3.5 INDEMNITY OF COMMITTEE. The Company has entered into Indemnification
Agreements with each of the members of the Committee protecting them
against such claims, losses damages, expenses or liabilities arising from
any action or failure to act with respect to this Plan, except as
otherwise indicated in such Agreement.
ARTICLE 4
SHARES AVAILABLE.
4.1 NUMBER. One Hundred Thousand (100,000) shares of Common Stock are
available for issuance under the Plan in
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accordance with the provisions hereof and such other provisions as the
Committee may from time to time deem necessary. This authorization may
be increased from time to time by approval of the Board and by the
shareholders of the Corporation if, in the opinion of counsel for the
Corporation, such shareholder approval is required. Stock Credits to
participant's Stock Accounts shall be applied to reduce the maximum
number of shares of Common Stock remaining available under the Plan.
Shares of Common Stock issuable under the Plan may be taken either from
authorized but unissued or treasury shares, as determined by the
Corporation.
4.2 ADJUSTMENTS. If at any time the number of outstanding shares of Common
Stock shall be increased as the result of any stock dividend, stock
split, subdivision or reclassification of shares, the number of shares of
Common Stock available under Section 4.01 and the number of Stock Credits
with which each Participant's Stock Account is credited shall be
increased in the same proportion as the outstanding number of shares of
Common Stock is increased. If the number of outstanding shares of Common
Stock shall at any time be decreased as the result of any combination,
reverse stock split or reclassification of shares, the number of shares
of Common Stock available under Section 4.01 and the number of Stock
Credits with which each Participant's Stock Account is credited shall be
decreased in the same proportion as the outstanding number of shares of
Common Stock is decreased. In the event the Corporation shall at any time
be consolidated with or merged into any other corporation and holders of
shares of Common Stock receive shares of the capital stock of the
resulting or surviving corporation, there shall be credited to each
Participant's Stock Account, in place of the Stock Credits then credited
thereto, new Stock Credits in an amount equal to the product of the
number of shares of capital stock exchanged for one share of Common Stock
upon such consolidation or merger and the number of Stock Credits with
which the Participant's Account then is credited, and the number of
shares of Common Stock available under Section 4.01 shall be similarly
adjusted. If in such a consolidation or merger, holders of shares of
Common Stock shall receive any consideration other than shares of the
capital stock of the resulting or surviving corporation or its parent
corporation, the Committee, in its sole discretion, shall determine the
appropriate change in Participants' Accounts.
ARTICLE 5
MISCELLANEOUS
5.1 UNFUNDED PLAN. No promise hereunder shall be secured by any specific
assets of the Corporation, nor shall any assets of the Corporation be
designated as attributable or allocated to the satisfaction of such
promises. Participants shall have no rights under the Plan other than as
unsecured general creditors of the Corporation.
5.2 NON-ALIENATION OF BENEFITS. No benefit under the Plan shall be subject in
any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, or charge, and any attempt to do so shall be void.
No such benefit, prior to receipt thereof pursuant to the provisions of
the Plan, shall be in any manner liable for or subject to the debts,
contracts, liabilities, engagements or torts of the Participant.
5.3 INVALIDITY. If any term or provision contained herein is to any extent
invalid or unenforceable, such term or provision will be reformed so that
it is valid, and such invalidity or unenforceability will not affect any
other provision or part hereof.
5.4 GOVERNING LAW. This Plan shall be governed by the laws of the State of
Ohio, without regard to the conflict of law provisions thereof.
5.5 AMENDMENT, MODIFICATION AND TERMINATION OF THE PLAN. The Board at any
time may terminate and in any respect amend or modify the Plan; provided,
however, that no such termination, amendment or modification shall
adversely affect the rights of any Participant or beneficiary, including
his rights with respect to Cash Credits or Stock Credits credited prior
to such termination, amendment or modification, without his consent.
Notwithstanding the foregoing, the provisions of this Plan that determine
the amount, price or timing of benefits related to Stock Credits shall
not be amended more than once every six months (other that as may be
necessary to conform to any applicable changes in the Internal Revenue
Code of 1986, as amended or the rules thereunder), unless such amendment
would be consistent with the provisions of Rule 16b-3 (or any successor
provisions) promulgated under the Securities Exchange Act of
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1934, as amended ("Exchange Act").
5.6 SUCCESSORS AND HEIRS. The Plan and any properly executed elections
hereunder shall be binding upon the Corporation and Participants, and
upon any assignee or successor in interest to the Corporation and upon
the heirs, legal representatives and beneficiaries of any Participant.
5.7 STATUS AS SHAREHOLDERS. Stock Credits are not, and do not constitute,
shares of Common Stock, and no right as a holder of shares of Common
Stock shall devolve upon a Participant unless and until such shares are
issued to the Participant.
5.8 RIGHTS. Participation in this Plan shall not give any Director the right
to continue to serve as a member of the Board or any rights or interests
other than as herein provided.
5.9 USE OF TERMS. The masculine includes the feminine and the plural includes
the singular, unless the context clearly indicates otherwise.
5.10 STATEMENT OF ACCOUNTS. Each Participant in the Plan during the
immediately preceding Plan Year shall receive a statement of his Accounts
under the Plan as of December 31 of such preceding Plan Year. Such
statement shall be in a form and contain such information as is deemed
appropriate by the Committee.
5.11 COMPLIANCE WITH LAWS. This Plan and the offer, issuance and delivery of
shares of Common Stock and/or the payment and deferral of Compensation
under this Plan are subject to compliance with all applicable federal and
state laws, rules and regulations (including but not limited to state and
federal reporting, registration, insider trading and other securities
laws) and to such approvals by any listing agency or any regulatory or
governmental authority as may, in the opinion of counsel for the
Corporation, be necessary or advisable in connection therewith. Any
securities delivered under this Plan be subject to such restrictions, and
the person acquiring the securities shall, if requested by the
Corporation, provide such assurances and representations to the
Corporation as the Corporation may deem necessary or desirable to assure
compliance with all applicable legal requirements.
5.12 PLAN CONSTRUCTION. Anything in this Plan to the contrary notwithstanding,
is the intent of the Corporation that all transactions under the Plan
satisfy the applicable requirements of Rule 16b-3 so that a Director who
is or becomes a member of a committee administering stock compensation
plans of the Corporation will be "disinterested" as defined in Rule 16b-3
for purposes of administering such plans, will be entitled to the
benefits of Rule 16b-3 or other exemptive rules under Section 16 of the
Exchange Act, and will not be subjected to avoidable liability
thereunder. To the extent any provision of the Plan, action by the
Committee or election by a Director fails to so comply, it shall be
deemed null and void to the extent permitted by law.
5.13 HEADINGS NOT PART OF PLAN. Headings and subheadings in the Plan are
inserted for reference only and are not to be considered in the
construction of the Plan.
5.14 STOCKHOLDER APPROVAL; EFFECTIVE DATE. This Plan has been approved by the
Board and became effective as of January 1, 1996, due to the approval of
this Plan by the stockholders of the Corporation at the Annual
Shareholders Meeting in 1996. The Plan was amended and restated in
November, 1996, by the Board to make certain administrative changes to
the Plan.
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