EXHIBIT 10.7
NATIONAL CITY CORPORATION
Restricted Stock Award Agreement
High Potential Employee
WHEREAS, the individual identified as Grantee ("Grantee") on the cover
sheet that is attached hereto and hereby made a part hereof ("Cover Sheet") is a
key employee of National City Corporation (hereinunder called the "Corporation")
or of a Subsidiary;
WHEREAS, the National City Corporation Amended and Second Restated 1991
Restricted Stock Plan ("Plan"), a copy of which is attached hereto, was adopted
on April 25, 1994; and
WHEREAS, the award of Restricted Stock pursuant to the terms and
conditions of the Plan and this Agreement and the execution of this Agreement
was duly authorized by The Compensation and Organization Committee of the Board
of Directors of the Corporation on the date listed on the Cover Sheet as "Grant
Date";
NOW THEREFORE, in accordance with the terms and conditions of the Plan,
the Corporation hereby awards to the Grantee the number of shares of
Restricted Stock of the Corporation listed on the Cover Sheet as "Shares
Granted" subject to the terms and conditions of the Plan and the following terms
and conditions:
1. The Corporation and the Grantee agree and acknowledge that the terms
of the award, the Grantee's right to the Restricted Stock and the
restrictions thereon and the term relating to both the termination
of the Plan Restrictions and the forfeiture of the Restricted Stock
are all governed by the expressed terms of the Plan and this
Agreement. Except as limited by this Agreement or by the Plan, the
Grantee shall have with respect to the Restricted Stock subject
hereof, all rights of a registered owner of Common Stock of the
Corporation.
2. The Restricted Period with respect to the Plan Restrictions on the
Award of Restricted Stock made under this Agreement, shall
terminate, and the Plan Restrictions on all Restricted Stock awarded
under this Agreement shall fully expire, on the earlier of the
fourth anniversary of this Agreement, a Change of Control, the
Grantee's death, or Disability or the Grantee's ceasing to be an
Employee at a time when the Grantee is eligible to receive a normal
retirement under the National City Non-Contributory Retirement Plan
(or any successor plan thereto) together with the Committee's
consent to the termination of the Restricted Period.
3. If the Grantee's employment with National City Corporation and its
affiliates is terminated for any reason during the restricted
period, other than those expressed in paragraph 2 of this Agreement,
then the Grantee's interest in all shares of Restricted Stock
awarded under this Agreement shall be terminated and such Restricted
Stock shall be forfeited and returned to the Corporation.
4. The Corporation agrees to immediately issue one or more certificates
evidencing this award of Restricted Stock in the name of the
Grantee and agrees that the shares of restricted stock subject of
this award, and the share of common stock issued upon termination of
the Plan Restrictions therein, shall be fully paid and
nonassessable. Each certificate issued in respect of Restricted
Stock awarded under this Agreement shall be registered in the name
of the Grantee and shall bear the following legend until the end of
Restricted Period.
"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions
(including forfeiture) contained in the National City Corporation
Amended and Second Restated 1991 Restricted Stock Plan and in an
Agreement entered into between the registered owner hereof and
National City Corporation."
The certificates evidencing this award shall be delivered to
National City Bank as escrow agent ("Escrow Agent") which shall hold
this Restricted Stock pursuant to the terms of this Agreement and
the Plan.
5. The Grantee shall execute and deliver to the Escrow Agent a blank
irrevocable stock power in form attached hereto to the Escrow Agent.
Additionally the Grantee shall deliver to the Escrow Agent, at the
request of the Escrow Agent, a written verification of the Grantee's
tax identification number on the form prescribed by the Department
of the Treasury.
6. The Grantee and the Corporation (i) agree that all stock dividends,
stock splits or other securities issued in a recapitalization
attributable to the Restricted Stock subject of this Agreement shall
be deposited directly with the Escrow Agent and held under this
agreement with their transferability restricted or provided hereby;
(ii) irrevocably direct the transfer agent for the Corporation's
Common Stock to deliver such securities to the Escrow Agent; and
(iii) agree that such delivery shall constitute constructive
delivery to the Grantee. The Grantee agrees to execute on request
additional stock powers with respect to such additional shares. Any
cash dividends, proxies or other items of similar nature coming into
the hands of the Escrow Agent issued with respect to the Restricted
Stock and other securities held hereunder shall be forwarded
immediately to the Grantee.
7. The Grantee acknowledges and agrees that during the Restricted
Period neither the Restricted Stock subject to this award nor this
Agreement or any right hereunder is voluntarily or involuntarily
transferable by the Grantee other than by will or the laws of
descent and distribution or pursuant to a qualified domestic
relations' order as defined by the Internal Revenue Code of 1986,
as amended, 26 U.S.C. section 1 et seq. or Title 1 of the Employee
Retirement Income Security Act, or the rules thereunder. Any
attempted sale, assignment, encumbrance, pledge or other transfer of
the Restricted Stock subject to this Agreement or any interest
therein during the Restricted Period of this Agreement in derogation
of this restriction shall be null and void, the purported transferee
shall obtain no rights in the Restricted Stock or hereunder and such
purported transfer shall result in a forfeiture to the Corporation
of all Restricted Stock subject to such attempted transfer.
8. All Restricted Stock shall be held and disposed of pursuant to the
Plan and this Agreement. Escrow Agent shall conclusively presume
that any instructions (which may be oral or written and if oral,
confirmed promptly in writing) given it by Corporation conform to
the Plan.
9. At such time as the restrictions on the Restricted Stock are
terminated as provided by paragraph 2 hereof, the Corporation's
obligation of delivery of the certificates for the Common Stock free
and clear of the restrictions to the Grantee shall be conditioned
upon the Grantee and the Corporation having reached a mutual
agreement as to any federal, state or local tax withholding
obligations of the Corporation for the benefit of the Grantee.
10. Within sixty (60) days after the end of the Restricted Period, and
subject to compliance with paragraph 9 hereof the Corporation will
deliver to the Grantee Common Stock without the legend referred to
in paragraph 4 hereof and free of Plan Restrictions. The number of
shares of Common Stock to be released shall be the number of
Restricted Shares granted under this Agreement which have not been
forfeited during the Restricted Period.
11. All communications to the Escrow Agent by the Corporation with
respect to the shares of Restricted Stock subject to this Agreement
shall be in writing with a copy sent by United States mail, postage
prepaid, to the Grantee at the address on the Cover Sheet or such
other address as the Grantee may from time to time give to the
Corporation.
l2. It is the intention of the parties that this Agreement shall not be
subject to the Employee Retirement income Security Act of 1974, as
amended ("ERISA"). Notwithstanding any other provision of this
Agreement to the contrary, if a final nonappealable determination
has been made by a court of competent jurisdiction or an opinion of
counsel has been rendered to the effect that this Agreement is not
exempt from Parts 2, 3 and 4 of Title I or
ERISA, all of the Restricted Stock shall be forfeited; provided,
however, that upon such an occurrence the Committee may, in its
discretion, with respect to all or a portion of the Restricted
Stock, actions as are prescribed in the Plan and this Agreement to
be taken upon the lapse of the restrictions.
13. Other Definitions:
A. All capitalized terms used but not defined in this Agreement
shall have the meanings ascribed to such terms as set forth in
the Plan.
B. Disability. Disability shall mean any injury, illness, condition
or other event which would entitle the Grantee to receive
initial benefits under the National City Corporation Long-Term
Disability Plan or any substitute or successor plan.
