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EXHIBIT 10.13.3
MULTI-YEAR NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT made and entered into this 5th day of August, 1999, by and
between FIRSTMERIT CORPORATION, (the "Company"), and John R. Macso, (the
"Optionee").
WITNESSETH, THAT:
WHEREAS, the Company on the 9th day of April, 1997, by action of its
shareholders, adopted and approved the 1997 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 48,000 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 twenty-six dollars
($26.00) (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.
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b. One-third of this option, 16,000 shares, shall become
exercisable on February 18, 2000 and one-third of
this option, 16,000 shares, shall become exercisable
on February 18, 2001. If the net operating income
("NOI") of Mobile Consultants, Inc. ("MCI"), a
wholly-owned subsidiary of the Company, equals or
exceeds the targeted NOI established for MCI by the
Company for both calendar year 2000 and calendar year
2001, then the final one-third of this option, 16,000
shares, shall become exercisable on February 18,
2002. If the NOI of MCI equals or exceeds the
targeted NOI established for MCI by the Company for
either calendar year 2000 or calendar year 2001, but
not both such calendar years, then this option shall
become exercisable on February 18, 2002 with respect
to only 5,000 of the final 16,000 shares that are
subject to this option and the Optionee's option to
purchase the remaining 11,000 shares shall be
forfeited and become null and void as of February 18,
2002. If the NOI of MCI is less than the targeted NOI
established for MCI by the Company for both calendar
year 2000 and calendar year 2001, then the Optionee's
option to purchase the final 16,000 shares that are
subject to this option shall be forfeited and become
null and void as of February 18, 2002.
Notwithstanding the foregoing, if the Chairman and
CEO of the Company determines, in his sole
discretion, that the failure of MCI to equal or
exceed its targeted NOI in calendar year 2000 or
calendar year 2001 is due to extraordinary
circumstances, then the Chairman and CEO of the
Company may, in his sole discretion, grant to the
Optionee the right to exercise this option with
respect to any of all of the final 16,000 shares that
are subject to this option. NOI shall be determined
in accordance with generally accepted accounting
principles applied consistently with the Company's
past practices.
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.
4. General Terms and Conditions.
This option is subject to the terms and conditions of the
Plan, 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
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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.
7. Transferability of Option.
This option is transferable in accordance with the terms of
the Plan.
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.
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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-off's, liquidations,
reclassifications or other similar events, then the number of
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.
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.
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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.
13. Reload Stock Option.
If this option is exercised while the Optionee is employed by
the Company or one of its subsidiaries and the Optionee pays
for the shares subject to option 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, Optionee is hereby granted a non-qualified stock
option on the date of such exercise (Reload Stock Option). The
grant equals the number of whole shares of stock of the
Company used to pay the purchase price, and the exercise price
of the Reload Stock Option is equal to the fair market value
of the stock of the Company on the date of grant. If the
Company withholds shares of stock of the Company to cover
applicable income and employment taxes related to the exercise
of this option, then the grant equals the number of whole
shares of stock of the Company used to pay the purchase price
less the number of shares withheld.
Subject to the provisions of the Plan, the Reload Stock Option
may be exercised between its date of grant and the date of
expiration of this option. This Reload Stock Option shall be
evidenced by an Agreement containing such other terms and
conditions as the Committee approves. No Reload Stock Option
shall be granted if this option is exercised after the
Optionee's retirement, permanent disability, death, or other
termination of employment.
If the option was exercised before accruing Dividend Units for
the number of years specified by the Committee at the time of
grant of the option, the Reload Stock Option is hereby granted
with Dividend Units that will accrue for the number of years
specified by the Committee at the time of grant of the option,
less the number of years Dividend Units actually accrued on
the option.
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IN WITNESS WHEREOF, the parties have hereto set their hands to
duplicates here of, the 5th day of August, 1999.
Signed in the presence of: FIRSTMERIT CORPORATION
/s/ Tonia L. Bush By: /s/ Christopher J. Maurer
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Its: Executive Vice President of Human
Resources
OPTIONEE
/s/ Tonia L. Bush By: /s/ John R. Macso
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Print Name:John R. Macso
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