Exhibit
10.1


 


COMERICA
INCORPORATED


RESTRICTED
STOCK AWARD AGREEMENT


 


THIS AGREEMENT (the “Agreement”)
between Comerica Incorporated (the “Company”) and NAME
(the “Award Recipient”) is effective as of GRANT DATE (the
“Effective Date”).  Any undefined terms
appearing herein as defined terms shall have the same meaning as they do in the
Comerica Incorporated 2006 Long-Term Incentive Plan, as amended and/or restated
from time to time (the “Plan”).  The
Company will provide a copy of the Plan to the Award Recipient upon request.


 


WITNESSETH:


 


1.     Award of Stock. 
Pursuant to the provisions of the Plan, the Company hereby awards the
Award Recipient, subject to the terms and conditions of the Plan (incorporated
herein by reference), and subject further to the terms and conditions in this
Agreement, XXX Shares of $5.00 par value
common stock of the Company (the “Stock Award”).  The Stock Award is intended to constitute “long-term
restricted stock”, as such term is defined by the Emergency Economic
Stabilization Act of 2008, as amended from time to time, including by the
American Recovery and Reinvestment Act of 2009 (collectively, “EESA”), and the
regulations and guidance promulgated thereunder, as amended from time to time (the
“EESA Guidance”), and the Stock Award shall be subject to all limitations and
restrictions necessary to qualify it as long-term restricted stock thereunder
for the periods required thereunder.


 


2.     Vesting
of Stock Award.  Until it is vested,
the Stock Award is subject to forfeiture. 
Subject to the terms of the Plan and this Agreement, including without
limitation, paragraph 5, and fulfillment of the employment requirements in
paragraph 4 below, the Stock Award will vest and become free of restrictions on
the fifth anniversary of the Effective Date of this Stock Award.  Notwithstanding the foregoing, unless
otherwise permitted under the EESA Guidance, even after vesting, the Stock
Award may not be transferred until the Company has repaid any obligation
arising from the financial assistance provided to it under the Capital Purchase
Program (the “CPP”) under the Troubled Asset Relief Program (“TARP”) (other
than warrants to purchase common stock), except that (1) if the Stock
Award vests prior to the Company’s repayment of its obligation arising from the
financial assistance provided to it under the CPP and (2) in such a case, provided
that the Award Recipient  has not made an
election under section 83(b) of the Code  with respect to this Stock Award, then from
the date on which the Stock Award vests through December 31 of the
calendar year that includes such vesting date, a portion of the Stock Award shall
become transferable as is reasonably required to pay any federal, state, local
or foreign taxes that are anticipated to apply to the income recognized due to
this vesting, with such portion to be determined by the Company in its sole
discretion.  As soon as administratively
feasible after the vesting of the Stock Award and the satisfaction of any
applicable taxes pursuant to paragraph 12 of this Agreement, the Company will
deliver to the Award Recipient (or to the designated Beneficiary of the Award
Recipient if the Award Recipient is not then living) evidence of his or her
ownership (by book entry or certificate), of the Shares subject to the vested
Stock Award for which any applicable taxes have been paid.


 


3.     Cancellation of Stock Award.  The Committee has the right to cancel for no
consideration all or any portion of the Stock Award in accordance with Section 4
of the Plan if the Committee determines in good faith that the Award Recipient
has done any of the following:  (i) committed
a felony; (ii) committed fraud; (iii) embezzled; (iv) disclosed
confidential information or trade secrets; (v) was 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 the vesting of or the
right to receive the Shares in respect of all or any portion of the Stock Award
if the Delegate makes in good faith the determination described in the
preceding sentence.  Any such suspension
of a Stock Award shall remain in effect until the suspension shall be presented
to and acted on by the Committee at its next meeting.  This paragraph 3 shall have no application
for the two-year period following a Change of Control of the Company.


 


4.     Employment Requirements. 
Except as provided in this Agreement, in order to vest in and not
forfeit the Stock Award, the Award Recipient must remain employed by and
continue performing substantial services for the Company or one of its
Affiliates until the Stock Award has vested. 
If there is a Termination of Employment for any reason (other than due
to death or Disability) before the Stock Award has vested, the Award Recipient
will forfeit the Stock Award as of the date of the Termination of Employment,
unless the Committee determines otherwise and such determination is permissible
under applicable laws, rules and regulations, including, without
limitation, EESA and
the EESA Guidance, to the extent applicable. 
If there is a Termination of Employment due to the death or Disability
of the Award Recipient prior to this Stock Award vesting, the Stock Award will
vest as of the date of the Award Recipient’s Termination of Employment due to
death or Disability.


 


5.     Effect of a Change of Control.  This Stock Award will vest and become free of
restrictions on the date a Change of Control of the Company occurs, provided
such vesting is permissible under EESA and the EESA Guidance, to the extent
applicable.


 

















 


6.     Nontransferability.  Neither this Stock Award, nor any of the
rights pertaining thereto or under this Agreement, shall be transferable other
than by will or the laws of intestacy until the Stock Award has vested; provided,
however, that the Award Recipient may, in the manner established by
the Committee, designate a Beneficiary to receive any property distributable
with respect to the Stock Award upon the death of the Award Recipient.  Prior to vesting, this Stock Award and any
rights pertaining thereto or under this Agreement may not be pledged,
alienated, attached or otherwise encumbered. 
Any purported pledge, alienation, attachment or encumbrance of the Stock
Award or rights pertaining thereto that is contrary to the provisions of this
Agreement or the Plan shall be void and unenforceable against the Company or
any Affiliate.


 


7.     Voting and Dividends.  Beginning upon the Effective Date, the Award
Recipient shall have the right to vote the Shares underlying the unvested Stock
Award and to receive any cash dividends or cash distributions that may be paid
with respect thereto.  Subject to Section 11(D) of
the Plan, in the event of a stock dividend, stock distribution, stock split,
division of shares or other corporate structure change which results in the
issuance of additional Shares with respect to any Share of the Stock Award
prior to such Stock Award having vested, such additional Shares will be subject
to the same restrictions and vesting requirements as are applicable to such
unvested Share of the Stock Award.


 


8.     No Right to Continued Employment.  Nothing in the Plan or this Agreement shall
confer on the Award Recipient any right to continue in the employment of the
Company or its Affiliates for any given period or on any specified terms nor in
any way affect the Company’s or its Affiliates’ right to terminate the Award
Recipient’s employment without prior notice at any time for any reason or for
no reason.


 


9.     Compliance
with Laws and Regulations.  The Stock
Award and the obligation of the Company to deliver the Shares subject to the
Stock Award are subject to compliance with all applicable laws, rules and
regulations, including, without limitation, for the period required by EESA and the EESA
Guidance, EESA and the EESA Guidance, and to receipt of any approvals
by any government or regulatory agency as may be required, and to any
determinations the Company may make regarding the application of all such laws,
rules and regulations.  In addition, the Award Recipient agrees
that the Award Recipient’s rights to compensation under this Agreement and participation
in the Company’s other compensation and benefits arrangements (this Agreement
and any and all such arrangements, collectively, the “Benefit Plans”) will be
limited to ensure that such Benefit Plans comply with and are administered in
accordance with the provisions of EESA and the EESA Guidance for the period
required by EESA and the EESA Guidance. 
Accordingly, the Award Recipient hereby (A) acknowledges and
understands that any compensation payable to the Award Recipient under any
Benefit Plan, including without limitation under this Agreement, shall be
subject to EESA and the EESA Guidance to the extent necessary to comply with
EESA and the EESA Guidance, including, without limitation, (x) the
potential for clawback of any bonus, retention or incentive compensation paid
or granted to the Award Recipient under any Benefit Plan based on statements of
earnings, revenues, gains or other criteria that are later found to be
materially inaccurate or as otherwise provided under the EESA Guidance and (y) the
potential for the reduction or elimination of the amounts payable to the Award
Recipient under this Agreement or otherwise as a result of the limitations on
golden parachute payments under EESA and the EESA Guidance and (B) consents
to any modifications and limitations prior to a Change of Control with respect
to, and under, the Benefit Plans to the extent necessary to ensure compliance
with EESA and the EESA Guidance.


 


10.   Binding Nature of Plan.  The Award Recipient agrees to be bound by all
terms and provisions of the Plan and related administrative rules and
procedures, including terms and provisions and administrative rules and
procedures adopted and/or modified after the granting of the Stock Award.  In the event any provisions of this Agreement
are inconsistent with those of the Plan, the provisions of the Plan shall
control, unless the application of the Plan provision would result in a
violation of EESA or the EESA Guidance.


 


11.   Notices.  Any notice to the Company under this
Agreement shall be in writing to the following address or facsimile
number:  Human Resources - Executive
Compensation, Comerica Incorporated, 1717 Main Street, MC 6515, Dallas, TX
75201; Facsimile Number: 214-462-4430. 
The Company will address any notice to the Award Recipient to his or her
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, with confirmation by
telephone of transmission receipt; or (c) received by the addressee, 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.


 


12.   Withholding.  No later than the date as of which an amount
first becomes includible in the gross income of the Award Recipient for Federal
income tax purposes with respect to any Shares subject to this Stock Award, the
Award Recipient shall pay to the Company, or make arrangements satisfactory to
the Company regarding the payment of, the minimum statutory amount of Federal, state and local
withholding taxes with respect thereto.  The Award Recipient authorizes the Company to
withhold from 


 


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his
or her compensation to satisfy any such income and employment tax withholding
obligations in connection with the Stock Award. 
The Award Recipient agrees that the Company may delay removal of the
restrictive legend until proper payment of such taxes has been made by the
Award Recipient.  Unless determined
otherwise by the Committee, the Award Recipient may satisfy such obligations
under this paragraph 12 by any method authorized under Section 9 of the
Plan.


 


13.   Voluntary
Participation.  Participation in the Plan is voluntary.  The value of the Stock Award is an
extraordinary item of compensation outside the scope of the Award Recipient’s
employment contract, if any.  As such,
the Stock Award is not part of normal or expected compensation for purposes of
calculating any severance, resignation, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement benefits or similar
payments.


 


14.   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.


 


15.   Successors.  This Agreement shall be binding upon and
inure to the benefit of the successors of the respective parties.


 


IN
WITNESS WHEREOF, this Agreement has been executed by an appropriate officer of
Comerica Incorporated and by the Award Recipient, both as of the day and year
first above written.


 


 


COMERICA
INCORPORATED


 


 


	
  By:

  	
  /s/ Jacquelyn H. Wolf

  	
   

  
	
  Name:

  	
  Jacquelyn H. Wolf

  	
   

  
	
  Title:

  	
  Executive Vice
  President

  Corporate Human Resources

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  AWARD RECIPIENT

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name: [Insert Award
  Recipient’s Name]

  	
   

  



 


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