EX-10.5



 







EHIBIT 10.5




FIRSTMERIT CORPORATION

2006 EQUITY PLAN




1.00 PURPOSE AND EFFECTIVE DATE



1.01 Purpose. This Plan is intended to foster and promote the long-term financial success of the
Company and Related Entities and to increase shareholder value by [1] providing Employees and
Directors an opportunity to acquire an ownership interest in the Company and [2] enabling the
Company and Related Entities to attract and retain the services of outstanding Employees and
Directors upon whose judgment, interest and special efforts the successful conduct of the Group’s
business is largely dependent.



1.02 Effective Date. The Plan will be effective upon its adoption by the Board and approval by the
affirmative vote of the Company’s shareholders under applicable rules and procedures, including
those prescribed under Code §§162(m) and 422. Any Award granted before shareholder approval will
be null and void if the shareholders do not approve the Plan within the period just described.
Subject to Section 13.00, the Plan will continue until the tenth anniversary of the date it is
adopted by the Board or approved by the Company’s shareholders, whichever is earliest. However,
the Equity Plan Board’s authority to issue any Performance Shares to Covered Officers will expire
no later than the first Annual Meeting that occurs in the fifth year following the year in which
the Company’s shareholders approve this Plan.




2.00 DEFINITIONS



When used in this Plan, the following words, terms and phrases have the meanings given to them in
this section unless another meaning is expressly provided elsewhere in this document or clearly
required by the context. When applying these definitions and any other word, term or phrase used
in this Plan, the form of any word, term or phrase will include any and all of its other forms.



Act. The Securities Exchange Act of 1934, as amended, or any successor statute of similar effect
even if the Company is not subject to the Act.



Annual Meeting. The annual meeting of the Company’s shareholders.



Award. Any Incentive Stock Option, Nonqualified Stock Option, Performance Share, Restricted Stock,
Stock Appreciation Right and Whole Share granted under the Plan.



Award Agreement. The written or electronic agreement between the Company and each Participant that
describes the terms and conditions of each Award and the manner in which it will or may be settled
if earned. If there is a conflict between the terms of this Plan and the terms of the Award
Agreement, the terms of this Plan will govern.



Beneficiary. The person a Participant designates to receive (or to exercise) any Plan benefit (or
right) that is unpaid (or unexercised) when the Participant dies. A Beneficiary may be designated
only by following the procedures described in Section 14.02; neither the Company nor the Committee
is required to infer a Beneficiary from any other source.




 









 







Board. The Company’s board of directors.



Cause. As defined in any written agreement between the Employee and the Company or any Related
Entity or, if there is no written agreement, one or more of the following acts of the Employee:





[1] Any act of fraud, intentional misrepresentation, embezzlement, misappropriation or
conversion by the Employee of the assets or business opportunities of the Company or any
Related Entity;




[2] Conviction of the Employee of (or plea by the Employee of guilty to) a felony (or a
misdemeanor that originally was charged as a felony but was reduced to a misdemeanor as part
of a plea bargain) or intentional and repeated violations by the Employee of the written
policies or procedures of the Company or the Employer, as the case may be;




[3] Disclosure, other than through mere inadvertence, to unauthorized persons of any
Confidential Information (as defined below);




[4] Intentional breach of any contract with or violation of any legal obligation owed to the
Company or any Related Entity;




[5] Dishonesty relating to the duties owed by the Employee to the Company or any Related
Entity;




[6] The Employee’s [a] willful and continued refusal to substantially perform assigned
duties (other than any refusal resulting from sickness or illness or while suffering from an
incapacity due to physical or mental illness, including a condition that does or may result
in a Disability), [b] willful engagement in gross misconduct materially and demonstrably
injurious to the Company or any Related Entity or [c] breach of any term of this Plan or an
Award Agreement; or




[7] Any intentional cooperation with any party attempting to effect a Change in Control
unless [a] the Board has approved or ratified that action before the Change in Control or
[b] that cooperation is required by law.


However, Cause will not arise solely because the Employee is absent from active employment during
periods of paid time off, consistent with the applicable paid time off policy of the Company or the
Employer, as the case may be, sickness or illness or while suffering from an incapacity due to
physical or mental illness, including a condition that does or may result in a Disability or other
period of absence initiated by the Employee and approved by the Company or the Employer, as the
case may be.



The term “Confidential Information” means any and all information (other than information in the
public domain) related to the Company’s or any Related Entity’s business, including all processes,
inventions, trade secrets, computer programs, technical data, drawings or designs, information
concerning pricing and pricing policies, marketing techniques, plans and forecasts, new product
information, information concerning methods and manner of operations and information relating to
the identity and location of all past, present and prospective customers and suppliers.




 









 







Change in Control. With respect to any Award subject to Code §409A, as defined under Code §409A.
With respect to any Award not subject to Code §409A, as defined in any written agreement between
the Employee and the Company or any Related Entity or, if there is no written agreement, the
occurrence of the earliest to occur of any one of the following events on or after the Effective
Date:





[1] Individuals who, on April 19, 2000, constituted the Board (the “Incumbent Directors”)
cease for any reason to constitute at least a majority of the Board, provided that any
person becoming a director subsequent to April 19, 2000 whose election or nomination for
election was approved by a vote of at least two-thirds of the then Incumbent Directors
(either by a specific vote or by approval of the proxy statement of the Company in which
such person is named as a nominee for director, without written objection to such
nomination) will be an Incumbent Director; provided, however, that no individual elected or
nominated as a director of the Company initially as a result of an actual or threatened
election contest with respect to directors or any other actual or threatened solicitation of
proxies or consents by or on behalf of any person other than the Board will ever be deemed
to be an Incumbent Director;




[2] Any “person” [as such term is defined in Section 3(a)(9) of the Act and as used in
Sections 13(d)(3) and 14(d)(2) of the Act] becomes through any means (including those
described in subsections [3][a] through [3][f] of this definition) a “beneficial owner” (as
defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company
representing 50 percent or more of the combined voting power of the Company’s then
outstanding securities eligible to vote for the election of the Board (the “Company Voting
Securities”);




[3] Any “person” [as such term is defined in Section 3(a)(9) of the Act and as used in
Sections 13(d)(3) and 14(d)(2) of the Act] becomes a “beneficial owner” (as defined in Rule
13d-3 under the Act), directly or indirectly, of Company Voting Securities representing 25
percent or more (but less than 50 percent) of the Company Voting Securities; provided,
however, that the event described in this subsection [3] will not be deemed to be a Change
in Control for purposes of this subsection [3] by virtue of any of the following
acquisitions:




[a] By the Company or any Related Entity;




[b] By or through any employee benefit plan sponsored or maintained by the Company
or any Related Entity and described (or intended to be described) in Code §401(a);




[c] Directly through an equity compensation plan maintained by the Company or any
Related Entity, including this Plan and any program described in Code §423;




[d] By any underwriter temporarily holding securities pursuant to an offering of
such securities;




[e] By any entity or “person” [including a “group” as contemplated by Sections
13(d)(3) and 14(d)(2) of the Act] with respect to which that acquirer has



 









 







filed SEC Schedule 13G indicating that the securities were not acquired and are not
held for the purpose of or with the effect of changing or influencing, directly or
indirectly, the Company’s management or policies (regardless of whether such
acquisition of securities is considered to constitute the acquisition of control
under the Bank Holding Company Act of 1956 pursuant to Regulation Y promulgated
thereunder), unless and until that entity or person files SEC Schedule 13D, at which
point this exception will not apply to such Company Voting Securities, including
those previously subject to a SEC Schedule 13G filing; or




[f] Pursuant to a Non-Control Transaction (as defined in subsection [4] of this
definition).




[4] The consummation of a merger, consolidation, statutory share exchange or similar form of
corporate transaction involving the Company or any member of the Group that requires the
approval of the Company’s shareholders, whether with respect to such transaction or the
issuance of securities in connection with the transaction (a “Business Combination”), unless
immediately following such Business Combination:




[a] More than 50 percent of the total voting power of [i] the corporation resulting
from such Business Combination (the “Surviving Entity”), or [ii] if applicable, the
ultimate parent corporation that directly or indirectly has beneficial ownership of
100 percent of the voting securities eligible to elect directors (“Total Voting
Power”) of the Surviving Entity (the “Parent Entity”), is represented by Company
Voting Securities that were outstanding immediately prior to such Business
Combination (or, if applicable, shares into which such Company Voting Securities
were converted pursuant to such Business Combination), and such voting power among
the holders thereof is in substantially the same proportion as the voting power of
such Company Voting Securities among the holders thereof immediately prior to the
Business Combination; and




[b] At least a majority of the members of the board of directors of the Parent
Entity (or, if there is no Parent Entity, the Surviving Entity) following the
consummation of the Business Combination were Incumbent Directors at the time of the
Board’s approval of the execution of the initial agreement providing for such
Business Combination.




Any Business Combination which satisfies all of the criteria specified in subsections 4[a]
and [b] of this definition will be deemed to be a “Non-Control Transaction”; or




[5] The shareholders of the Company approve a plan of complete liquidation or dissolution of
the Company.


Notwithstanding the foregoing, a Change in Control of the Company will not be deemed to occur
solely because any person acquires beneficial ownership of more than 25 percent of the Company
Voting Securities as a result of the acquisition of Company Voting Securities by the Company which
reduces the number of Company Voting Securities outstanding; provided that if after such
acquisition by the Company such person becomes the beneficial owner of additional Company Voting
Securities that increases the percentage of outstanding Company Voting


 









 






Securities beneficially owned by such person by more than one percent, a Change in Control of the
Company will then occur.



Notwithstanding any other provision of this Plan, the Employee will not be entitled to any amount
under this Plan if he or she acted in concert with any person or group (as defined above) to effect
a Change in Control, other than at the specific direction of the Board and in his/her capacity as
an employee of the Company or any Related Entity.



Change in Control Price. The highest price per share of Stock offered in conjunction with any
transaction resulting in a Change in Control (as determined in good faith by the Equity Plan Board
if any part of the offered price is payable other than in cash) or, in the case of a Change in
Control occurring solely by reason of events not related to a transfer of Stock, the highest Fair
Market Value of a share of Stock on any of the 30 consecutive trading days ending on the last
trading day before the Change in Control occurs.



Code. The Internal Revenue Code of 1986, as amended or superseded after the Effective Date and any
applicable rulings or regulations issued under the Code.



Committee. The Board’s Compensation Committee which also constitutes a “compensation committee”
within the meaning of Treas. Reg. §1.162-27(c)(4). The Committee will be comprised of at least
three persons [1] each of whom is [a] an outside director, as defined in Treas. Reg.
§1.162-27(e)(3)(i) and [b] a “non-employee” director within the meaning of Rule 16b-3 under the Act
and [2] none of whom may receive remuneration from the Company or any Related Entity in any
capacity other than as a director, except as permitted under Treas. Reg. §1.162-27(e)(3)(ii).



Company. FirstMerit Corporation, an Ohio corporation, and any and all successors to it.



Covered Officer. Those Employees whose compensation is (or likely will be) subject to limited
deductibility under Code §162(m) as of the last day of any calendar year.



Director. A person who, on an applicable Grant Date [1] is an elected member of the Board or of a
Related Board (or has been appointed to the Board or to a Related Board to fill an unexpired term
and will continue to serve at the expiration of that term only if elected by shareholders) and [2]
is not an Employee. For purposes of applying this definition, a Director’s status will be
determined as of the Grant Date applicable to each affected Award.



Director Options. Nonqualified Options issued to Directors under Section 6.00.



Disability. Unless specified otherwise in the Award Agreement:





[1] With respect to an Incentive Stock Option, as defined in Code §22(e)(3);




[2] With respect to any Award subject to Code §409A, as defined under Code §409A; and




[3] With respect to any Award not described in subsection [1] or [2] of this definition, as
defined in any long-term disability policy or benefit contract maintained by the Company
that is applicable to the Participant and in effect on the Grant Date.



 









 




Employee. Any person who, on any applicable date, is a common law employee of the Company or any
Related Entity. A worker who is classified as other than a common law employee but who is
subsequently reclassified as a common law employee of the Company for any reason and on any basis
will be treated as a common law employee only from the date that reclassification occurs and will
not retroactively be reclassified as an Employee for any purpose of this Plan.



Equity Plan Board. Those Board members who [1] are outside directors as defined in Treas. Reg.
§1.162-27(c)(3)(i), [2] are “non-employee” directors within the meaning of Rule 16b-3 under the Act
and [3] do not receive remuneration from the Company or any Related Entity in any capacity other
than as a director, except as permitted under Treas. Reg. §1.162-27(e)(3)(ii).



Employer. The member of the Group with which the Employee has a direct employment relationship.



Exercise Price. The amount, if any, a Participant must pay to exercise an Award.



Fair Market Value. The value of one share of Stock on any relevant date, determined under the
following rules:





[1] If the Stock is traded on an exchange, the reported “closing price” on the relevant
date, if it is a trading day, otherwise on the next trading day;




[2] If the Stock is traded over-the-counter with no reported closing price, the mean between
the highest bid and the lowest asked prices on that quotation system on the relevant date,
if it is a trading day, otherwise on the next trading day; or




[3] If neither subsections [1] or [2] of this definition apply, the fair market value as
determined by the Equity Plan Board in good faith and, with respect to Incentive Stock
Options, consistent with the rules prescribed under Code §422.


Full-Value Award. Performance Shares, Restricted Stock and Whole-Share Awards that, by the terms
of the Award Agreement through which they are issued, are to be settled in shares of Stock.



Grant Date. The date an Award is granted.



Group. The Company and all Related Entities. The composition of the Group will be determined as
of any relevant date.



Incentive Stock Option. Any Option that, on the Grant Date, meets the conditions imposed under
Code §422 and is not subsequently modified in a manner inconsistent with Code §422.



Nonqualified Stock Option. Any Option that is not an Incentive Stock Option.



Option. The right granted under Section 6.00 to a Participant to purchase a share of Stock at a
stated price for a specified period of time. An Option may be either [1] an Incentive Stock Option
or [2] a Nonqualified Stock Option.




 









 







Participant. Any Employee or Director to whom an Award has been granted and which is still
outstanding.



Performance Criteria. The criteria described in Section 9.02, which includes specific performance
goals for the performance metrics listed in Section 9.02[1].



Performance Period. The period over which the Equity Plan Board will determine if applicable
Performance Criteria have been met.



Performance Share. A share of Stock issued to a Participant contingent upon satisfaction of
conditions described in Section 9.00.



Plan. The FirstMerit Corporation 2006 Equity Plan.



Plan Year. The Company’s fiscal year.



Prior Plan. The FirstMerit Corporation Amended and Restated 2002 Stock Plan and the FirstMerit
Corporation 1999 Stock Plan as Amended and Restated on April 15, 2001.



Related Board. The board of directors of any incorporated Related Entity or the governing body of
any unincorporated Related Entity.



Related Entity. Any entity that is or becomes related to the Company through common ownership as
determined under Code §414(b) or (c) but modified as permitted under Prop. Treas. Reg.
§1.409A-1(b)(5)(iii)(D) and any successor to those proposed regulations.



Restricted Stock. A share of Stock issued to a Participant contingent upon satisfaction of
conditions described in Section 8.00.



Restriction Period. The period over which the Equity Plan Board will determine if a Participant
has met conditions placed on Restricted Stock.



Retirement. Unless otherwise specified in the Award Agreement, the date an Employee Terminates on
or after reaching age 55 and qualifying to receive benefits under any defined benefit type deferred
compensation arrangement [as defined in Section 3(35) of the Employee Retirement Income Security
Act of 1974, as amended, but without regard to subsections (A) and (B) of that definition], whether
or not intended to comply with Code §401(a), then maintained by the Company or any member of the
Group that is applicable to the Employee.



Stock. The Class A common shares, without par value, issued by the Company or any security issued
by the Company in substitution, exchange or in place of these shares.



Stock Appreciation Right (or “SAR”). An Award granted under Section 10.00 and consisting of the
potential appreciation of the shares of Stock underlying the Award.



Termination. A “separation from service” as defined under Code §409A.



Whole-Share. A share of Stock issued under Section 7.00.




 









 








3.00 PARTICIPATION




3.01 Awards to Employees.





[1] Consistent with the terms of the Plan and subject to Section 3.03, the Equity Plan Board
will [a] decide which Employees will be granted Awards and [b] specify the type of Award to
be granted to Employees and the terms upon which those Awards will be granted and may be
earned.




[2] The Equity Plan Board, may establish different terms and conditions [a] for each type of
Award granted to an Employee, [b] for each Employee receiving the same type of Award and [c]
for the same Employee for each Award the Employee receives, whether or not those Awards are
granted at different times.


3.02 Awards to Directors. Consistent with the terms of the Plan and subject to Section 3.03, the
Board will grant to Directors the Awards described in Sections 6.01[2] and 8.01[2].



3.03 Conditions of Participation. By accepting an Award, each Employee and Director agrees:





[1] To be bound by the terms of the Award Agreement and the Plan and to comply with other
conditions imposed by the Equity Plan Board; and




[2] That the Equity Plan Board (or the Board, as appropriate) may amend the Plan and the
Award Agreements without any additional consideration to the extent necessary to avoid
penalties arising under Code §409A, even if those amendments reduce, restrict or eliminate
rights that were granted under the Plan or Award Agreement (or both) before those
amendments.



4.00 ADMINISTRATION



4.01 Duties. The Committee is responsible for administering the Plan and has all powers
appropriate and necessary to that purpose. The Committee also may recommend the types of Awards to
be issued to Employees, the terms of those Awards and the Employees to whom they will be issued,
although the Equity Plan Board has final authority to grant Award to Employees as described in
Section 3.01 and to establish the terms of those Awards and the Board has final authority to grant
Awards to Directors as described in Section 3.02. Consistent with the Plan’s objectives, the
Board, the Equity Plan Board and the Committee may adopt, amend and rescind rules and regulations
relating to the Plan, to the extent appropriate to protect the Company’s and the Group’s interests,
and have complete discretion to make all other decisions necessary or advisable for the
administration and interpretation of the Plan. Any action by the Board or the Equity Plan Board
will be final, binding and conclusive for all purposes and upon all persons.



4.02 Delegation of Duties. In its sole discretion, the Board, the Equity Plan Board and the
Committee may delegate any ministerial duties associated with the Plan to any person (including
Employees) that it deems appropriate. However, none of the Board, the Equity Plan Board or the
Committee may delegate any duties it is required to discharge to comply with Code §162(m).




 









 







4.03 Award Agreement. As soon as administratively feasible after the Grant Date, the Committee, at
the Equity Plan Board’s (or the Board’s, if appropriate) direction will prepare and deliver an
Award Agreement to each affected Participant. The Award Agreement:





[1] Will describe the terms of the Award, including [a] the type of Award and when and how
it may be exercised or earned, [b] any Exercise Price associated with that Award and [c] how
the Award will or may be settled.




[2] To the extent different from the terms of the Plan, will describe [a] any conditions
that must be met before the Award may be exercised or earned, [b] any objective restrictions
placed on the Award and any performance-related conditions and Performance Criteria that
must be met before those restrictions will be released and [c] any other applicable terms
and conditions affecting the Award.


4.04 Restriction on Repricing. Regardless of any other provision of this Plan, none of the Board,
the Equity Plan Board, the Company or the Committee may “reprice” (as defined under rules issued by
the exchange on which the Stock is then traded) any Award without the prior approval of the
shareholders.




5.00 LIMITS ON STOCK SUBJECT TO AWARDS



5.01 Number of Authorized Shares of Stock. Subject to Section 5.04, the number of shares of Stock
subject to Awards under the terms of this Plan may not be larger than the sum of:





[1] The number of shares authorized to be granted under the Prior Plan but which are not
subject to outstanding awards under that plan on the Effective Date, but not any shares
subject to awards issued under the Prior Plan that are subsequently forfeited under the
terms of the Prior Plan; plus




[2] 3,000,000.


However, if the Plan is not approved by the Company’s shareholders, the Prior Plan will be
unaffected and will remain in effect for the balance of the term specified in the Prior Plan.



The shares of Stock to be delivered under the Plan may consist, in whole or in part, of treasury
Stock or authorized but unissued Stock not reserved for any other purpose.



5.02 Limits on Awards. Of the shares authorized under Section 5.01[2], up to 500,000 may be issued
subject to Incentive Stock Options.



5.03 Share Accounting. As appropriate, the limits imposed under Sections 5.01 and 5.02:





[1] Will be conditionally reduced by the number of shares of Stock subject to any
outstanding Award, including the full number of shares underlying SARs; and




[2] Will be absolutely reduced by [a] the number of shares of Stock issued pursuant to the
exercise of an Option, [b] the number of shares of Stock issued because the terms of a
Full-Value Award Agreement have been met and [c] by the full number of shares of Stock
underlying a SAR that has been earned and exercised; but



 









 






[3] Any shares of Stock subject to any Award that, for any reason, is forfeited, cancelled,
terminated, relinquished, exchanged or otherwise settled without the issuance of Stock or
without payment of cash equal to its Fair Market Value or the difference between the Award’s
Fair Market Value and its Exercise Price (if any) and may again be granted under the Plan.


5.04 Adjustment in Capitalization. If, after the Effective Date, 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, the Equity Plan Board will appropriately adjust [1]
the number of Awards that may or will be granted to Participants during a Plan Year, [2] the
aggregate number of shares of Stock available for Awards under Section 5.01 or subject to
outstanding Awards (as well as any share-based limits imposed under this Plan), [3] the respective
Exercise Price, number of shares and other limitations applicable to outstanding or subsequently
granted Awards and [4] any other factors, limits or terms affecting any outstanding or subsequently
granted Awards.



5.05 Limits on Awards to Covered Officers. During any Plan Year, no Covered Officer may receive
[1] Options covering more than 250,000 shares (adjusted as provided in Section 5.04), including
Awards that are cancelled [or deemed to have been cancelled under Treas. Reg.
§1.162-27(e)(2)(vi)(B)] during each Plan Year granted, [2] SARs covering more than 150,000 shares
(adjusted as provided in Section 5.04), including Awards that are cancelled [or deemed to have been
cancelled under Treas. Reg. §1.162-27(e)(2)(vi)(B)] during each Plan Year granted or [3]
Performance Shares covering more than 100,000 shares (adjusted as provided in Section 5.04).




6.00 OPTIONS



6.01 Grant of Options. Subject to Section 11.00 and the terms of the Plan and the associated Award
Agreement, at any time [1] during the term of this Plan, the Equity Plan Board may grant Incentive
Stock Options and Nonqualified Stock Options to Employees and [2] during any Plan Year, the Board
will grant 3,000 Director Options (adjusted as provided in Section 5.04) to Directors, although the
Board reserves the right to increase this number up to 10,000 Director Options (adjusted as
provided in Section 5.04).



6.02 Exercise Price. Except to the extent necessary to implement Section 6.06, each Option will
bear an Exercise Price at least equal to Fair Market Value on the Grant Date. However, the
Exercise Price associated with an Incentive Stock Option will be at least 110 percent of the Fair
Market Value of a share of Stock on the Grant Date with respect to any Incentive Stock Options
issued to an Employee who, on the Grant Date, owns [as defined in Code §424(d)] Stock possessing
more than 10 percent of the total combined voting power of all classes of stock (or the combined
voting power of any Related Entity), determined under rules issued under Code §422.



6.03 Exercise of Options. Subject to Section 11.00 and any terms, restrictions and conditions
specified in the Plan and unless specified otherwise in the Award Agreement:





[1] Options (including Director Options) will be exercisable at the time (or times)
specified in the Award Agreement.




 










 








[2] However:




[a] Any Option to purchase a fraction of a share of Stock will automatically be
converted to an Option to purchase an additional whole share.




[b] No Incentive Stock Option may be exercised more than ten years after it is
granted (five years in the case of an Incentive Stock Option granted to an Employee
who owns [as defined in Code §424(d)] on the Grant Date Stock possessing more than
10 percent of the total combined voting power of all classes of stock or the
combined voting power of any Related Entity, determined under rules issued under
Code §422).




[c] No Director Option will be exercisable more than ten years after it is granted.




[d] Nonqualified Stock Options (other than Director Options) will be exercisable for
the period specified in the Award Agreement.


6.04 Incentive Stock Options. Notwithstanding anything in the Plan to the contrary:





[1] No provision of this Plan relating to Incentive Stock Options will be interpreted,
amended or altered, nor will any discretion or authority granted under the Plan be
exercised, in a manner that is inconsistent with Code §422 or, without the consent of any
affected Participant, to cause any Incentive Stock Option to fail to qualify for the federal
income tax treatment afforded under Code §421.




[2] The aggregate Fair Market Value of the Stock (determined as of the Grant Date) with
respect to which Incentive Stock Options are exercisable for the first time by any
Participant during any calendar year (under all option plans of the Company and all Related
Entities of the Company) will not exceed $100,000 [or other amount specified in Code
§422(d)], determined under rules issued under Code §422.




[3] No Incentive Stock Option will be granted to any person who is not an Employee on the
Grant Date.


6.05 Exercise Procedures and Payment for Options. The Exercise Price associated with each Option
must be paid under procedures described in the Award Agreement. These procedures may include
payment in cash (or a cash equivalent), a cashless exercise and allowing a Participant to tender
Stock he or she already has owned for at least six months before the exercise date, either by
actual delivery of the previously owned Stock or by attestation, valued at its Fair Market Value on
the exercise date, as partial or full payment of the Exercise Price or any combination of those
procedures. A Participant may exercise an Option only by sending to the Committee (or its
designee) a completed exercise notice (in the form prescribed by the Committee) along with payment
(or designation of an approved payment procedure) of the Exercise Price. As soon as
administratively feasible after those steps are taken, the Committee will cause the appropriate
share certificates to be issued.



6.06 Substitution of Options. In the Company’s discretion, persons who become Employees as a
result of a transaction described in Code §424(a) may receive Options in exchange for


 









 






options granted by their former employer or the former Related Entity subject to the rules and
procedures prescribed under Code §424.



6.07 Rights Associated With Options.





[1] A Participant to whom an unexercised Option has been granted will have no voting or
dividend rights with respect to the shares underlying that unexercised Option and the Option
will be transferable only to the extent provided in Section 14.01.




[2] Unless otherwise specified in the Award Agreement or as otherwise specifically provided
in the Plan, Stock acquired through an Option [a] will bear all dividend and voting rights
associated with Stock and [b] will be transferable, subject to applicable federal securities
laws, the requirements of any national securities exchange or system on which shares of
Stock are then listed or traded or any blue sky or state securities laws.



7.00 WHOLE-SHARES



The Equity Plan Board may grant Whole-Shares to Employees on any basis and on any terms it deems
appropriate.




8.00 RESTRICTED STOCK



8.01 Grant of Restricted Stock. Subject to the terms, restrictions and conditions specified in the
Plan and the associated Award Agreement:





[1] At any time during the term of this Plan, [a] the Equity Plan Board may grant shares of
Restricted Stock to Employees and [b] the Board will grant shares of Restricted Stock to
Directors as provided in Section 8.01[2].




[2] The Board will grant [a] 1,000 shares of Restricted Stock to each Director on the date
immediately following their initial election as a Director and [b] 500 shares of Restricted
Stock on the date following each subsequent Annual Meeting during which they serve as a
Director. However, the Board reserves the right to increase the number of shares of
Restricted Stock issued annually to Directors up to 2,500 shares.


8.02 Earning Restricted Stock. Subject to the terms, restrictions and conditions specified in the
Plan and the associated Award Agreement and unless otherwise specified in the Award Agreement:





[1] Terms, restrictions and conditions imposed on Restricted Stock granted to Employees and
Directors will lapse as described in the Award Agreement.




[2] During the Restriction Period, Restricted Stock will be held by the Company as escrow
agent. After the end of the Restriction Period, the Restricted Stock will be:




[a] Forfeited, if all terms, restrictions and conditions described in the Award
Agreement have not been met; or



 









 






[b] Released from escrow and distributed to the Participant as soon as practicable
after the last day of the Restriction Period, if all terms, restrictions and
conditions specified in the Award Agreement have been met.




[3] Any Restricted Stock Award relating to a fractional share of Stock will be rounded to
the next whole share when settled.


8.03 Rights Associated With Restricted Stock. During the Restriction Period and unless the
associated Award Agreement specifies otherwise:





[1] Restricted Stock may not be sold, transferred, pledged, assigned or otherwise alienated
or hypothecated; but




[2] Each Participant to whom Restricted Stock has been issued:




[a] May exercise full voting rights associated with that Restricted Stock; and




[b] Will be entitled to receive all dividends and other distributions paid with
respect to that Restricted Stock; 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 shares of Restricted Stock
with respect to which they were issued.



9.00 PERFORMANCE SHARES



9.01 Generally. Performance Shares may be granted [1] to Covered Officers in a manner that
qualifies as “performance-based compensation” under Code §162(m) or [2] to Employees who are not
Covered Officers in any manner reasonably determined by the Equity Plan Board,. Subject to any
terms, restrictions and conditions specified in the Plan and the Award Agreement, the granting or
vesting of Performance Shares will, in the Equity Plan Board’s sole discretion, be based on
achieving performance objectives derived from one or more of the Performance Criteria specified in
Section 9.02. However, the Equity Plan Board’s authority to issue any Performance Shares to
Covered Officers will expire no later than the first Annual Meeting that occurs in the fifth year
following the year in which the Company’s shareholders approve this Plan.



9.02 Performance Criteria.





[1] The vesting of Performance Shares that are intended to qualify as “performance-based
compensation” under Code §162(m) will be based on one or more (or a combination) of the
following Performance Criteria and may be applied solely with reference to the Company
(and/or any Related Entity) or relatively between the Company (and/or any Related Entity)
and one or more unrelated entities:




[a] Net earnings or net income (before or after taxes);




[b] Earnings per share;




[c] Deposit or asset growth;



 









 






[d] Net operating income;




[e] Return measures (including return on assets and equity);




[f] Fee income;




[g] Earnings before or after taxes, interest, depreciation and/or amortization;




[h] Interest spread;




[i] Productivity ratios;




[j] Share price (including, but not limited to, growth measures and total
shareholder return);




[k] Expense targets;




[l] Credit quality;




[m] Efficiency ratio;




[n] Market share;




[o] Customer satisfaction; and




[p] NIACC (net income after cost of capital).




[2] The vesting of Performance Shares granted to Participants who are not Covered Officers
may be based on one or more (or a combination) of the Performance Criteria listed in Section
9.02[1] or on other factors the Equity Plan Board believes are relevant and appropriate.




[3] Different Performance Criteria may be applied to individual Employees or to groups of
Employees and, as specified by the Equity Plan Board, may be based on the results achieved
[a] separately by the Company or any Related Entity, [b] any combination of the Company and
Related Entities or [c] any combination of segments, products or divisions of the Company
and Related Entities.




[4] The Equity Plan Board:




[a] Will make appropriate adjustments to Performance Criteria to reflect the effect
on any Performance Criteria of any stock dividend or stock split affecting Stock,
recapitalization (including, without limitation, the payment of an extraordinary
dividend), merger, consolidation, combination, spin-off, distribution of assets to
shareholders, exchange of shares or similar corporate change. Also, the Equity Plan
Board, will make a similar adjustment to any portion of a Performance Criteria that
is not based on Stock but which is affected by an event having an effect similar to
those just described.



 









 






[b] To the extent permitted under Code §162(m), may make appropriate adjustments to
Performance Criteria to reflect a substantive change in an Employee’s job
description or assigned duties and responsibilities.




[5] Performance Criteria will be established in an associated Award Agreement [a] as soon as
administratively practicable after established but [b] in the case of Covered Officers, no
later than the earlier of [i] 90 days after the beginning of the applicable Performance
Period or [ii] the expiration of 25 percent of the applicable Performance Period.


9.03 Earning Performance Shares. Except as otherwise provided in the Plan or the Award Agreement,
as of the end of each Performance Period, the Committee will certify to the Equity Plan Board and
the Equity Plan Board will independently certify the extent to which the Employee has or has not
met his or her Performance Criteria and Performance Shares will be:





[1] Forfeited, to the extent that the Equity Plan Board concludes that the related
Performance Criteria have not been met at the end of the Performance Period; or




[2] To the extent that the Equity Plan Board certifies that the related Performance Criteria
have been met, distributed to the Employee in the form of shares of Stock (unless otherwise
specified in the Award Agreement) no later than the later of [a] the 15th  day of
the third month following the end of the Participant’s taxable year in which the Equity Plan
Board certifies that the related Performance Criteria have been met or [b] the 15th day of
the third month following the end of the Company’s taxable year in which the Equity Plan
Board certifies that the related Performance Criteria have been met. However, the
Performance Shares may be distributed later than the date determined under the preceding
sentence if the Company reasonably establishes that compliance with that schedule is
administratively impracticable and the distribution is made as soon as practicable.


9.04 Rights Associated with Performance Shares. During the Performance Period, and unless the
Award Agreement provides otherwise:





[1] Employees may not exercise voting rights associated with their Performance Shares; and




[2] All dividends and other distributions paid with respect to any Performance Shares will
be held by the Company as escrow agent during the Performance Period. At the end of the
Performance Period, these dividends (and other distributions) will be distributed to the
Participant or forfeited as provided in Section 9.03. No interest or other accretion will
be credited with respect to any dividends (and other distributions) held in this escrow
account. 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 shares
of Stock with respect to which they were issued.



10.00 STOCK APPRECIATION RIGHTS



10.01 SAR Grants. Subject to the terms of the Plan and the associated Award Agreement, the Equity
Plan Board may grant SARs to Employees at any time during the term of this Plan.




 









 







10.02 Exercise Price. The Exercise Price specified in the Award Agreement will not be less than
100 percent of the Fair Market Value of a share of Stock on the Grant Date.



10.03 Exercise and Settling of SARs.





[1] SARs will be exercisable subject to the terms specified in the Award Agreement.




[2] A Participant exercising a SAR will receive a number of whole shares of Stock equal to:




[a] The difference between the Fair Market Value of a share of Stock on the exercise
date and the Exercise Price, multiplied by




[b] The number of shares of Stock with respect to which the SAR is being exercised.




The value of any fractional share of Stock produced under this formula will be settled in
cash.



11.00 TERMINATION



11.01 Retirement. Unless specified otherwise in the Award Agreement or this Plan:





[1] All Nonqualified Options and SARs then held by a Retiring Participant (whether or not
then exercisable) will be fully exercisable when the Participant Retires and may be
exercised at any time before the earlier of [a] the expiration date specified in the Award
Agreement or [b] five years after the Retirement date (or any shorter period specified in
the Award Agreement).




[2] All Incentive Stock Options then held by a Retiring Participant (whether or not then
exercisable) will be fully exercisable when the Participant Retires and may be exercised at
any time before the earlier of [a] the expiration date specified in the Award Agreement or
[b] three months after the Retirement date (or any shorter period specified in the Award
Agreement). However, an Incentive Stock Option that is not exercised within three months
after the Retirement date will be treated as a Nonqualified Stock Option and may be
exercised within the period described in Section 11.01[1].




[3] All Restricted Stock granted to a Retiring Participant that is unvested when the
Participant Retires will be fully vested when the Participant Retires.




[4] A prorated portion of all Performance Shares granted to a Retiring Participant that are
then subject to a pending Performance Period will be vested when the Participant Retires but
only if the applicable Performance Criteria are met at the end of that Performance Period.
The number of shares vested will equal the number of Performance Shares then subject to a
pending Performance Period multiplied by the number of whole months between the beginning of
the Performance Period and the date the Participant Retires and divided by the number of
whole months included in the Performance Period.




[5] All Whole-Share Awards not then vested will be vested or forfeited as provided in the
Award Agreement.



 









 




11.02 Death or Disability. Unless specified otherwise in the Award Agreement or this Plan:





[1] All Nonqualified Stock Options and SARs then held by a Participant who dies or becomes
Disabled (whether or not then exercisable) will be fully exercisable when the Participant
dies or becomes Disabled and may be exercised at any time before the earlier of [a] the
expiration date specified in the Award Agreement or [b] five years after the date of death
or Disability (or any shorter period specified in the Award Agreement).




[2] All Incentive Stock Options then held by a Disabled or dead Participant (whether or not
then exercisable) will be fully exercisable when the Participant dies or becomes Disabled
and may be exercised at any time before the earlier of [a] the expiration date specified in
the Award Agreement or [b] one year after the Termination date (or any shorter period
specified in the Award Agreement). However, an Incentive Stock Option that is not exercised
within one year after the Termination date will be treated as a Nonqualified Stock Option
and may be exercised within the period described in Section 11.02[1].




[3] All Restricted Stock granted to a Participant who dies or becomes Disabled that is
unvested when the Participant dies or becomes Disabled will be fully vested when the
Participant dies or becomes Disabled.




[4] A prorated portion of all Performance Shares granted to a Participant who dies or
becomes Disabled that are then subject to a pending Performance Period will be vested when
the Participant dies or becomes Disabled but only if the applicable Performance Criteria are
met at the end of that Performance Period. The number of shares vested will equal the
number of Performance Shares then subject to a pending Performance Period, multiplied by the
number of whole months between the beginning of the Performance Period and the date the
Participant dies or becomes Disabled and divided by the number of whole months included in
the Performance Period.




[5] All Whole-Shares Awards not then vested will be vested or forfeited as provided in the
Award Agreement.


11.03 Termination for Cause. Unless specified otherwise in the Award Agreement or this Plan, all
Awards that are outstanding (whether or not then exercisable) will be forfeited when (and if) a
Participant Terminates (or is deemed to have been Terminated) for Cause.



11.04 Termination for any Other Reason. Unless specified otherwise in the Award Agreement or this
Plan (and except as provided in the next sentence of this section) or subsequently (but only to the
extent permitted under Code §409A), any Awards that are outstanding when a Participant Terminates
for any reason not described in Sections 11.01 through 11.03 will be forfeited. However, any
Options and SARs that are outstanding when a Participant is involuntarily Terminated without Cause
and which are then exercisable may be exercised at any time before the earlier of [1] the
expiration date specified in the Award Agreement or [2] 30 days after the Termination date (or any
shorter period specified in the Award Agreement) and all Options and SARs that are not then
exercisable will terminate on the Termination date.




 









 








12.00 EFFECT OF CHANGE IN CONTROL



12.01 Accelerated Vesting and Settlement. Upon a Change in Control, all of a Participant’s Awards
will be treated as provided in the related Award Agreement or in a separate written change in
control or similar agreement between the Participant and the Company or any Related Entity.



12.02 Effect of Code §280G. Unless specified otherwise in the Award Agreement or in another
written agreement between the Participant and the Company or a Related Entity executed
simultaneously with or before any Change in Control, if the sum (or value) of the payments pursuant
to Section 12.01 constitute an “excess parachute payment” as defined in Code §280G(b)(1) when
combined with all other parachute payments attributable to the same Change in Control, the Company
or other entity making the payment (“Payor”) will reduce the Participant’s benefits under this Plan
so that the Participant’s total “parachute payment” as defined in Code §280G(b)(2)(A) under this
Plan, an Award Agreement and all other agreements will be $1.00 less than the amount that otherwise
would generate an excise tax under Code §4999. If the reduction described in the preceding
sentence applies, within 10 business days of the effective date of the event generating the
payments (or, if later, the date of the Change in Control), the Payor will apprise the Participant
of the amount of the reduction (“Notice of Reduction”). Within 10 business days of receiving that
information, the Participant may specify how and against which benefit or payment source,
(including benefits and payment sources other than this Plan) the reduction is to be applied
(“Notice of Allocation”). The Payor will be required to implement these directions within 10
business days of receiving the Notice of Allocation. If the Payor has not received a Notice of
Allocation from the Participant within 10 business days of the date of the Notice of Reduction or
if the allocation provided in the Notice of Allocation is not sufficient to fully implement the
reduction described in this section, the Payor will apply the reduction described in this section
proportionately based on the amounts otherwise payable under Section 12.01 or, if a Notice of
Allocation has been returned that does not sufficiently implement the reduction described in this
section, on the basis of the reductions specified in the Notice of Allocation.




13.00 AMENDMENT, MODIFICATION AND TERMINATION OF PLAN



The Company may terminate, suspend or amend the Plan at any time without shareholder approval
except to the extent that shareholder approval is required to satisfy applicable requirements
imposed by [1] Rule 16b-3 under the Act, or any successor rule or regulation, [2] applicable
requirements of the Code or [3] any securities exchange, market or other quotation system on or
through which the Company’s securities are listed or traded. Also, no Plan amendment may [4]
result in the loss of a Committee member’s or Equity Plan Board members’ status as a “non-employee
director” as defined in Rule 16b-3 under the Act, or any successor rule or regulation, [5] cause
the Plan to fail to meet requirements imposed by Rule 16b-3 or [6] without the consent of the
affected Participant (and except as specifically provided otherwise in this Plan or the Award
Agreement), adversely affect any Award granted before the amendment, modification or termination.
However, nothing in this section will restrict the Company’s right to amend the Plan and any Award
Agreements without any additional consideration to affected Participants to the extent necessary to
avoid penalties arising under Code §409A, even if those amendments reduce, restrict or eliminate
rights granted under the Plan or Award Agreement (or both) before those amendments.




 









 








14.00 MISCELLANEOUS



14.01 Assignability. Except as described in this section or as provided in Section 14.02, an Award
may not be transferred except by will or the laws of descent and distribution and, during the
Participant’s lifetime, may be exercised only by the Participant or the Participant’s guardian or
legal representative. However, with the permission of the Committee, a Participant or a specified
group of Participants may transfer Awards (other than Incentive Stock Options) to a revocable inter
vivos trust of which the Participant is the settlor, or may transfer Awards (other than Incentive
Stock Options) to any member of the Participant’s immediate family, any trust, whether revocable or
irrevocable, established solely for the benefit of the Participant’s immediate family, any
partnership or limited liability company whose only partners or members are members of the
Participant’s immediate family or an organization described in Code §501(c)(3) (“Permissible
Transferees”). Any Award transferred to a Permissible Transferee will continue to be subject to
all of the terms and conditions that applied to the Award before the transfer and to any other
rules prescribed by the Committee. A Permissible Transferee may not retransfer an Award except by
will or the laws of descent and distribution and then only to another Permissible Transferee.



14.02 Beneficiary Designation. Each Participant may name a Beneficiary or Beneficiaries (who may
be named contingently or successively) to receive or to exercise any vested Award that is unpaid or
unexercised at the Participant’s death. Unless otherwise provided in the Beneficiary designation,
each designation made will revoke all prior designations made by the same Participant, must be made
on a form prescribed by the Committee and will be effective only when filed in writing with the
Committee. If a Participant has not made an effective Beneficiary designation, the deceased
Participant’s Beneficiary will be his or her surviving spouse or, if none, the deceased
Participant’s estate. The identity of a Participant’s designated Beneficiary will be based only on
the information included in the latest Beneficiary designation form completed by the Participant
and will not be inferred from any other evidence.



14.03 No Guarantee of Continuing Services. Except as specifically provided elsewhere in the Plan,
nothing in the Plan may be construed as:





[1] Interfering with or limiting the right of the Company or any Related Entity to Terminate
any Employee’s employment at any time;




[2] Conferring on any Participant any right to continue as an Employee or director of the
Company or any Related Entity;




[3] Guaranteeing that any Employee will be selected to be a Participant; or




[4] Guaranteeing that any Participant will receive any future Awards.


14.04 Tax Withholding.





[1] The Company will withhold from other amounts owed to the Participant, or require a
Participant to remit to the Company, an amount sufficient to satisfy federal, state and
local withholding tax requirements on any Award, exercise or cancellation of an Award or
purchase of Stock. If these amounts are not to be withheld from other payments due to the
Participant (or if there are no other payments due to the Participant),



 









 







the Company will defer payment of cash or issuance of shares of Stock until the earlier of:




[a] Thirty days after the settlement date; or




[b] The date the Participant remits the required amount.




[2] If the Participant has not remitted the required amount within 30 days after the
settlement date, the Company will permanently withhold from the value of the Awards to be
distributed the minimum amount required to be withheld to comply with applicable federal,
state and local income, wage and employment taxes and distribute the balance to the
Participant.




[3] In its sole discretion, which may be withheld for any reason or for no reason, the
Committee may permit a Participant to elect, subject to conditions the Committee
establishes, to reimburse the Company for this tax withholding obligation through one or
more of the following methods:




[a] By having shares of Stock otherwise issuable under the Plan withheld by the
Company (but only to the extent of the minimum amount that must be withheld to
comply with applicable state, federal and local income, employment and wage tax
laws);




[b] By delivering to the Company previously acquired shares of Stock that the
Participant has owned for at least six months;




[c] By remitting cash to the Company; or




[d] By remitting a personal check immediately payable to the Company.


14.05 Indemnification. Each individual who is or was a member of the Board, the Equity Plan Board
or the Committee will be indemnified and held harmless by the Company against and from any loss,
cost, liability or expense that may be imposed upon or reasonably incurred by him or her in
connection with or resulting from any claim, action, suit or proceeding to which he or she may be
made a party or in which he or she may be involved by reason of any action taken or not taken under
the Plan as a Board, Equity Plan Board or Committee member and against and from any and all amounts
paid, with the Company’s approval, by him or her in settlement of any matter related to or arising
from the Plan as a Board, Equity Plan Board or Committee member or paid by him or her in
satisfaction of any judgment in any action, suit or proceeding relating to or arising from the Plan
against him or her as a Board, Equity Plan Board or Committee member, but only if he or she gives
the Company an opportunity, at its own expense, to handle and defend the matter before he or she
undertakes to handle and defend it in his or her own behalf. The right of indemnification
described in this section is not exclusive and is independent of any other rights of
indemnification to which the individual may be entitled under the Company’s organizational
documents, by contract, as a matter of law or otherwise.



14.06 No Limitation on Compensation. Nothing in the Plan is to be construed to limit the right of
the Company to establish other plans or to pay compensation to its employees or directors, in cash
or property, in a manner not expressly authorized under the Plan.




 









 







14.07 Requirements of Law. The grant of Awards and the issuance of shares of Stock will be subject
to all applicable laws, rules and regulations and to all required approvals of any governmental
agencies or national securities exchange, market or other quotation system. Also, no shares of
Stock will be issued under the Plan unless the Company is satisfied that the issuance of those
shares of Stock will comply with applicable federal and state securities laws. Certificates for
shares of Stock delivered under the Plan may be subject to any stock transfer orders and other
restrictions that the Equity Plan Board believes to be advisable under the rules, regulations and
other requirements of the Securities and Exchange Commission, any stock exchange or other
recognized market or quotation system upon which the Stock is then listed or traded, or any other
applicable federal or state securities law. The Committee may cause a legend or legends to be
placed on any certificates issued under the Plan to make appropriate reference to restrictions
within the scope of this section.



14.08 Governing Law. The Plan, and all agreements hereunder, will be construed in accordance with
and governed by the laws (other than laws governing conflicts of laws) of the State of Ohio.



14.09 No Impact on Benefits. Plan Awards are not compensation for purposes of calculating a
Participant’s rights under any employee benefit plan that does not specifically require the
inclusion of Awards in calculating benefits.