Exhibit 10.32
RESTRICTED STOCK
AWARD AGREEMENT
This Award Agreement is effective as of the 1st day of February, 1998
("Date of Award"), between FirstMerit Corporation, an Ohio corporation (the
"Company"), and Xxx X. Xxxxxx (the "Grantee"). In consideration of the
agreements set forth below, the Company and the Grantee agree as follows:
1. GRANT. A restricted stock award ("Award") of 9,000 shares ("Award
Shares") of the Company's common stock, no par value ("Common Stock"), is hereby
granted by the Company to the Grantee subject to the following terms and
conditions and to the provisions of the FirstMerit Corporation 1997 Stock Plan
(the "Plan"), the terms of which are hereby incorporated by reference.
2. TRANSFER RESTRICTIONS. None of the Award Shares shall be sold, assigned
or transferred, in whole or in part, voluntarily or involuntarily, by the
Grantee, nor made subject to any lien (except as provided in Section 6 below),
directly or indirectly, by operation of law or otherwise, including execution,
levy, garnishment, attachment, pledge or bankruptcy.
3. RELEASE OF RESTRICTIONS
(A) The restrictions set forth in Section 2 above shall lapse as
follows:
(i) with respect to 7,000 Award Shares, on the anniversary of
this Award Agreement in the year 2001;
(ii) with respect to 1,000 Award Shares, on the anniversary of
this Award Agreement in the year 2002, but only if the Grantee is an
employee of the Company on said date;
(iii) with respect to 1,000 Award Shares, on the anniversary
of this Award Agreement in the year 2003, but only if the Grantee is
an employee of the Company on said date.
(B) The restrictions set forth in Section 2 above with respect to
all of the Award Shares, to the extent they have not lapsed in accordance
with subsection 3(A) and to the extent not related to shares which
previously have been forfeited to the Company, shall lapse on the first to
happen of the following:
(i) the Grantee's employment with the Company is terminated
following a Change of Control, or by reason of death, Disability,
Termination of Employment Without Cause or Termination of Employment
for Good Reason (for purposes of this subsection (i), the terms
"Change of Control," "Disability," "Termination of
Employment Without Cause," and "Termination of Employment for Good
Reason" shall have the same meanings ascribed to such terms in the
Employment Agreement, effective as of February 1, 1998, between the
Company and the Grantee (the "Employment Agreement")); or
(ii) an action by the Committee, in its sole discretion,
terminating such restrictions.
4. FORFEITURE. The Award Shares shall be forfeited to the Company upon the
Grantee's termination of employment with the Company and its subsidiaries or
affiliates on or prior to the date the restrictions lapse as provided in Section
3 above.
5. RIGHTS AS SHAREHOLDER. The Grantee shall be entitled to all of the
rights of a shareholder with respect to the Award Shares including the right to
vote such shares and to receive dividends and other distributions payable with
respect to such shares since the Date of Award.
6. 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 and to ensure adequate provision for any tax withholding obligations
arising with respect to the Award, certificates for the Award Shares shall be
issued in the Grantee's name and shall be held in escrow by, and subject to a
security interest in favor of, the Company until restrictions with respect to
such shares lapse and all withholding obligations have been satisfied or such
shares are forfeited as provided herein; provided, however, that the terms of
such escrow shall make allowance for the transactions contemplated by Section
3(B)(i) above. A certificate or certificates representing the Award Shares as to
which restrictions have lapsed shall be delivered to the Grantee upon such lapse
and the satisfaction of any withholding obligations.
7. GOVERNMENT REGULATIONS. Notwithstanding anything contained herein to
the contrary, the Company's obligation to issue or deliver certificates
evidencing the Award Shares shall be subject to all applicable laws, rules and
regulations and to such approvals by any governmental agencies or national
securities exchanges as may be required.
8. WITHHOLDING TAXES. The Company shall have the right to require the
Grantee to remit to the Company, or to withhold from other amounts payable to
the Grantee, as compensation or otherwise, an amount sufficient to satisfy all
federal, state and local withholding tax requirements.
9. GOVERNING LAW. This Agreement shall be construed under the laws of the
State of Ohio.
10. RIGHT TO TERMINATE EMPLOYMENT. This Award shall not confer upon the
Grantee any right with respect to being continued in the employ of the Company
or to interfere in any way with the right of the Company to terminate his
employment at any time, for any reason, with or without cause, except as may
otherwise be stated in the Employment Agreement.
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IN WITNESS WHEREOF, the Company has caused the Award to be granted
pursuant to this Award Agreement on the date first above written.
FIRSTMERIT CORPORATION
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, Chairman and
Chief Executive Officer
Accepted:
GRANTEE:
/s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx
Date: February 1, 1998
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