EXHIBIT 10.4
COMERICA INCORPORATED
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT, dated as of __________, 2___ is between Comerica Incorporated
(the "Company") and __________ (the "Optionee"). Unless otherwise defined
herein, capitalized terms used herein which are defined in the Amended and
Restated Comerica Incorporated 1997 Long-Term Incentive Plan (the "Plan") have
the same respective meanings as are set forth in the Plan. A copy of the Plan
will be provided to the Optionee upon request.
WITNESSETH:
1. GRANT OF OPTION. Pursuant to the provisions of the Plan, the Company hereby
awards the Optionee, subject to the terms and conditions of the Plan
(incorporated herein by reference), and subject further to the terms and
conditions in this Agreement, the right and option to purchase from the Company,
all or any part of an aggregate of __________ shares (the "Shares") of common
stock ($5.00 par value per Share) of the Company ("Common Stock") at the
purchase price of $_____ per Share (the "Option").
2. EXPIRATION DATE. The Option shall expire on _________, unless it expires
or is canceled earlier in accordance with the provisions of the Plan.
3. EXERCISE OF OPTION. This Option is exercisable in the following manner:
Maximum Percentage of Shares
Date Available for Exercise
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On or after______________________ [generally 1 year from January of grant year] 25%
On or after______________________ [generally 2 years from January of grant year] 50%
On or after______________________ [generally 3 years from January of grant year] 75%
On or after______________________ [generally 4 years from January of grant year] 100%
In the event of the Optionee's termination of employment for any reason
(including, without limitation, by reason of the Optionee's death or Disability)
other than Retirement, prior to the date the Optionee's Option is 100% vested,
the Optionee's Option shall be exercisable, to the extent vested at the date of
the Optionee's termination, for the period specified in Section 6(A)(4) of the
Plan. In the event of the Optionee's termination due to Retirement, this Option
will be canceled if it was granted in the year of Retirement; if it was not
granted in the year of Retirement, it will continue to vest and be exercisable
as specified in Section 6(A)(4)(a) of the Plan. Notwithstanding the foregoing,
the Optionee's Option shall be 100% fully and immediately exercisable upon the
occurrence of a Change of Control of the Company.
Any exercise shall be initiated by written notice to the Compensation Department
of the Company specifying the number of Shares being exercised and the year of
grant, and shall be accompanied by payment of the aggregate purchase price for
such Shares. Optionee shall be subject to applicable tax withholding required in
connection with any Option exercise.
4. CANCELLATION OF OPTION. The Committee has the right to cancel all or any
portion of the Option granted herein in accordance with Section 4 of the Plan if
the Committee determines in good faith that the Optionee has done any of the
following: (i) committed a felony; (ii) committed fraud; (iii) embezzled; (iv)
disclosed confidential information or trade secrets; (v) were terminated for
cause; (vi) engaged in any activity in competition with the business of the
Company or any subsidiary or affiliate of the Company; or (vii) engaged in
conduct that adversely affected the Company. The Delegate shall have the power
and authority to suspend all or any portion of the Option granted herein if the
Delegate makes in good faith the determination described in the foregoing
sentence. Any such suspension of an Option shall remain in effect until the
suspension shall be presented to and acted on by the Committee at its next
meeting. This paragraph 4 shall have no application for a two year period
following a Change of Control of the Company.
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5. COMPLIANCE WITH LAWS AND REGULATIONS. This Option and the obligation of the
Company to sell and deliver the Shares hereunder shall be subject to all
applicable laws, rules and regulations, and to such approvals by any government
or regulatory agency as may be required.
6. OPTIONEE BOUND BY PLAN. Optionee agrees to be bound by all terms and
provisions of this Agreement and of the Plan, including terms and provisions
adopted after the granting of this Option but prior to the complete exercise of
the Option. In the event any provisions hereof are inconsistent with those of
the Plan, the provisions of the Plan shall control.
7. NOTICES. Any notice to the Company under this Agreement shall be in writing
to the following address or facsimile number: Human Resources - Compensation,
Comerica Incorporated, 000 Xxxxxxxx Xxx., XX 0000, Xxxxxxx, XX 00000; Facsimile
Number: 000-000-0000. The Company will address any notice to the Optionee to the
Optionee's current address according to the Company's personnel files. All
written notices provided in accordance with this paragraph shall be deemed to be
given when (a) delivered to the appropriate address(es) by hand or by a
nationally recognized overnight courier service (costs prepaid); (b) sent by
facsimile to the appropriate facsimile number(s), with confirmation by telephone
of transmission receipt; or (c) received by the addressee(s), if sent by U.S.
mail to the appropriate address or by Company inter-office mail to the
appropriate mail code. Either party may designate in writing some other address
or facsimile number for notice under this Agreement.
8. NONTRANSFERABILITY. This Option shall not be transferable other than by will
or by the laws of descent and distribution, and during the lifetime of the
Optionee shall be exercisable only by the Optionee, or by the Optionee's
guardian or legal representative.
9. FORCE AND EFFECT. The various provisions of this Agreement are severable in
their entirety. Any judicial or legal determination of invalidity or
unenforceability of any one provision shall have no effect on the continuing
force and effect of the remaining provisions.
10. SUCCESSORS. This Agreement shall be binding upon and inure to the benefit of
the successors of the respective parties.
11. NO RIGHT TO CONTINUED EMPLOYMENT. Nothing in the Plan or this Agreement
shall confer on an employee any right to continue in the employment of the
Company or its Affiliates or in any way affect the Company's or its Affiliates'
right to terminate the employee's employment without prior notice at any time
for any reason or for no reason.
IN WITNESS WHEREOF, Comerica Incorporated has caused this Agreement to be
executed by an appropriate officer and the Optionee has executed this Agreement,
both as of the day and year first above written.
COMERICA INCORPORATED
By:________________________
Name:
Title:
_____________________ _______________________ ___________________
Recipient's Signature Print Name Social Security No.
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