FIRSTMERIT CORPORATION AMENDED AND RESTATED 2006 EQUITY PLAN DIRECTORS’ ANNUAL RESTRICTED STOCK AWARD AGREEMENT
Exhibit 10.50
DIRECTORS’ ANNUAL RESTRICTED STOCK AWARD AGREEMENT
This RESTRICTED STOCK AWARD AGREEMENT (“Agreement”) is made and entered by and between
FIRSTMERIT CORPORATION (the “Company”) and the Grantee on the Grant Date (each as set forth on
attached Exhibit A).
WITNESSETH, THAT:
WHEREAS, the Company maintains the FirstMerit Corporation Amended and Restated 2006 Equity
Plan (the “Plan”), as amended from time to time; and
WHEREAS, one of purposes of the Plan is to enable nonemployee directors of the Company and its
Related Entities to acquire a proprietary interest (or to increase an existing proprietary
interest) in the Company, and to provide them with a more direct stake in the future and welfare of
the Company and its Related Entities; and
WHEREAS, the Grantee understands that this Agreement will be revoked retroactively (and will
be of no effect whatsoever), unless the acknowledgement appearing at the end of this Agreement is
signed and returned no later than 30 days after the Grant Date.
NOW, THEREFORE, the Company and the Grantee agree as follows:
1. Grant of Award Shares. The Grantee is hereby granted an Award consisting of the number of
restricted common shares, without par value (“Stock”) of the Company set forth on attached
Exhibit A (the “Award Shares”). The Award is subject to the following terms and conditions
and to the provisions of the Plan, the terms of which are hereby incorporated by reference.
Capitalized terms used but not expressly defined in this Agreement will have the meanings given to
them in the Plan.
Subject to the terms of the Plan, if, before the restrictions imposed on the Award Shares
lapse, there is a Stock dividend or Stock split, recapitalization (including payment of an
extraordinary dividend), merger, consolidation, combination, spin-off, distribution of assets to
shareholders, exchange of shares or other similar corporate change affecting Stock, an appropriate
adjustment will be made to the number of Award Shares and other limitations applicable to the Award
Shares.
2. Transfer Restrictions. Subject to the terms and conditions of the Plan and this Agreement,
none of the Award Shares may be sold, assigned or transferred, in whole or in part, voluntarily or
involuntarily, by the Grantee, nor made subject to any lien, directly or indirectly, by operation
of law or otherwise, including execution, levy, garnishment, attachment, pledge or bankruptcy.
However, the Grantee may designate a Beneficiary to receive any Award Shares issuable after the
Grantee’s death.
3. Release of Restrictions.
A. Except as provided in Sections 3(B) and 4, and subject to the Grantee’s continued
employment with the Company and its Related Entities, the restrictions on the Award Shares
shall lapse and the Award Shares shall vest as described on Exhibit A.
B. The restrictions set forth in Section 2 above will lapse and all of the Award Shares
will vest on the date of any Change in Control.
4. Rights to Award Shares upon Departure from the Board.
| A. | Death or Disability: | ||
| If the Grantee dies or becomes Disabled, all Award Shares that are unvested will be fully vested. | |||
| B. | Termination for any Other Reason: | ||
| If the Grantee Terminates for any reason not described in Section 4(A), all unvested Award Shares will be forfeited immediately. |
5. Taxes. The Grantee is solely responsible for satisfying any tax liability associated with
this Award.
6. Rights as Shareholder. The Grantee will be entitled to all of the rights of a shareholder
with respect to the Award Shares, including the right to vote the Award Shares and to receive
dividends and other distributions payable with respect to the Award Shares after the Grant Date;
provided, however, that if any dividends or other distributions are paid in shares of Stock, those
shares will be subject to the same restrictions on transferability and forfeitability as the Award
Shares with respect to which they were issued.
7. Escrow of Share Certificates. For the purposes of securing the re-transfer of the Award
Shares into the name of the Company in the event of forfeiture, certificates for the Award Shares
will be issued in the Grantee’s name and will be held in escrow by, and subject to a security
interest in favor of, the Company until restrictions with respect to the Award Shares lapse or the
Award Shares are forfeited as provided in this Agreement; provided, however, that the terms of the
escrow will make allowance for the transactions contemplated by Section 3(B). A certificate or
certificates representing the Award Shares as to which restrictions have lapsed will be delivered
to the Grantee after those restrictions have lapsed.
8. Beneficiary Designation. The Grantee may name a Beneficiary or Beneficiaries (who may be
named contingently or successively) to receive any Award Shares that are vested but are settled
after the Grantee’s death. Each designation made will revoke all prior designations, must be made
on a form prescribed by the Committee and will be effective only when filed in writing with the
Committee. If the Grantee has not made an effective Beneficiary designation, the deceased
Grantee’s Beneficiary will be the Grantee’s surviving spouse or, if there is no surviving spouse,
the deceased Grantee’s estate.
9. Severability. If any one or more of the provisions contained in this Agreement is
conclusively determined to be invalid, illegal or unenforceable in any respect under applicable
law, the validity, legality and
enforceability of the remaining provisions of this Agreement will not, in any way, be
ineffective or impaired thereby.
10. Governing Law. This Agreement is made and entered into in the state of Ohio, and will in
all respects be interpreted, enforced and governed under the laws of that state notwithstanding its
conflict of laws rules. In the event of any dispute or controversy arising under or in connection
with this Agreement, the parties consent to the jurisdiction of the Common Pleas Court of the State
of Ohio (Summit County) or The United States District Court for the Northern District of Ohio,
Eastern Division.
11. Other Agreements. The Award Shares and this Agreement will be subject to the terms of any
other written agreements between the Grantee and the Company and any Related Entity to the extent
that those other agreements do not directly conflict with the terms of the Plan or this Agreement.
12. Other Rules. The Award Shares and this Agreement are subject to more rules described in
the Plan.
13. Assignment. This Agreement will be binding upon the Company and the Grantee, their
respective heirs, personal representatives, executors, administrators, and successors. The Company
may freely assign or transfer this Agreement without the Grantee’s consent.
14. Acknowledgement; Return of Agreement. This Agreement (and the Award Shares) will be
revoked automatically unless the Grantee signs the acknowledgement appearing at the end of this
Agreement and returns a copy of the signed Agreement to the Committee no later than 30 days after
the Grant Date.
15. Listing, Registration, Qualification. If the Board concludes 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 of the Award Shares, the Award Shares may not be issued in whole or in part unless and
until that listing, registration, qualification or approval has been obtained, free of any
conditions which are not acceptable to the Board and the sale and delivery of stock under this
Agreement is also subject to the same requirements and conditions.
IN WITNESS WHEREOF, the Company has caused the Award to be granted pursuant to this Agreement
on the date first above written.
| FIRSTMERIT CORPORATION | ||||||
| By: | ||||||
| Xxxxxxxxxxx X. Xxxxxx | ||||||
| Executive Vice President, Human Resources | ||||||
EXHIBIT A
DIRECTORS’ ANNUAL RESTRICTED STOCK AWARD AGREEMENT
| 1. | Employee Name:___________________________ | |
| 2. | Grant Date:__________________________, 20__ | |
| 3. | Number of Award Shares:____________________ | |
| 4. | Vesting Schedule: Subject to the terms of the Award Agreement, the restrictions set forth in Section 2 of the Award Agreement will lapse and the Award Shares will vest on February 21, 20__. |
ACKNOWLEDGEMENT
By signing below, the Grantee acknowledges and agrees that:
| • | A copy of the Plan and Award Agreement have been made available to the Grantee; |
| • | The Grantee has received a copy of the Plan’s Prospectus; | ||
| • | The Grantee has read and understands and accepts the conditions placed on the Award Shares, including the clawback provision described in Section 9(F) of the Award Agreement; | ||
| • | If the Grantee does not return a signed copy of this Award Agreement, including Exhibit A, to the address shown below not later than 30 days after the Grant Date, the Award Shares will be forfeited and the Award Agreement shall terminate and be of no further force or effect. | ||
| FirstMerit Corporation | |||
| Compensation Department, CAS 00 | |||
| XXX Xxxxxxx Xxxxx | |||
| Xxxxx, Xxxx 00000 |
| GRANTEE | |||||||
| By: | |||||||
| Printed Name: | |||||||
INSTRUCTIONS FOR COMPLETING SECTION 83(b) ELECTION FORM
A Grantee of restricted stock may make a Section 83(b) Election by completing this Section 83(b)
Election Form. To do this:
| • | The Grantee must make the election by completing the attached form; | ||
| • | Within 30 days of the Grant Date, the Grantee must send a copy of this form to the internal revenue office at which the Grantee files his or her federal income tax return; | ||
| • | A copy of this form must be submitted with the Grantee’s income tax return for the taxable year in which the property is transferred; and | ||
| • | The Grantee also must send a copy of this form to: | ||
| FirstMerit Corporation | |||
| Compensation Department, CAS 00 | |||
| XXX Xxxxxxx Xxxxx | |||
| Xxxxx, Xxxx 00000 |
ELECTION UNDER SECTION 83(b)
OF THE INTERNAL REVENUE CODE OF 1986
OF THE INTERNAL REVENUE CODE OF 1986
The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code, to
include in taxpayer’s gross income for the current taxable year, the amount of any income that may
be taxable to taxpayer in connection with taxpayer’s receipt of the property described below:
| 1. | The name, address, taxpayer identification number and taxable year of the undersigned are as follows: |
NAME AND ADDRESS OF TAXPAYER: _____________________________
_____________________________
_____________________________
IDENTIFICATION NUMBER OF TAXPAYER: ________________________
TAXABLE YEAR: Calendar year 20__.
| 2. | The property with respect to which the election is made is: | |
| _________ common shares, without par value, of FirstMerit Corporation, an Ohio corporation (“Company”). | ||
| 3. | The date on which the property was transferred is: __________________ | |
| 4. | The property is subject to the following restrictions: | |
| Forfeiture of all shares, unless the taxpayer is serving as a director of the Company on February 21, 20___, subject to accelerated vesting if the taxpayer dies, becomes disabled or a change in control occurs. | ||
| 5. | The fair market value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such property is: $________. | |
| 6. | The amount (if any) paid for such property: $0.00 | |
| The undersigned has submitted a copy of this statement to the Company. The transferee of such property is the person performing the services in connection with the transfer of said property. |
The undersigned understands that the foregoing election may not be revoked except with the consent
of the Commissioner.
Dated: |
||||||
| (signature) |
