exv10w3



 





EXHIBIT 10.3




COMERICA INCORPORATED

RESTRICTED STOCK AWARD AGREEMENT




THIS
AGREEMENT (the “Agreement”) between Comerica Incorporated
(the “Company”) and
                              (the
“Award Recipient”) is effective as of
                             ,
20               (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 (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,                               Shares
of $5.00 par value common stock of the Company (the “Stock Award”).



2. Vesting of Stock Award. The unvested portion of the Stock Award is subject to
forfeiture. Subject to the terms of the Plan and this Agreement, including without limitation,
fulfillment of the employment requirements in paragraph 4 below, the Stock Award will vest and
become free of restrictions in accordance with the following schedule (except in the case of the
Award Recipient’s earlier death or Disability or an earlier Change of Control of the Company): 50%
of the Shares covered by this Stock Award shall vest and become free of restrictions on the third
anniversary of the Effective Date of this Stock Award and 25% of the Shares covered by this Stock
Award shall vest and become free of restrictions on each of the fourth and fifth anniversaries of
the Effective Date. Any fraction of a Share that becomes exercisable on any date will be rounded
down to the next lowest whole number, with any such fraction added to the portion of the Stock
Award that vests and becomes free of restrictions on the next vesting
date. As soon as administratively feasible after the vesting of any portion 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 Stock Award that have vested and 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 (or portion thereof, as the case may be), the Award Recipient must
remain employed by the Company or one of its Affiliates until the Stock Award (or portion thereof)
has vested. If there is a Termination of Employment for any reason (other than due to death or
Disability) before a portion of the Stock Award has fully vested, the Award Recipient will forfeit
any portion of the Stock Award that has not vested as of the date of the Termination of Employment
unless the Committee determines otherwise. If there is a Termination of Employment due to the
death or Disability of the Award Recipient prior to this Stock Award fully vesting, the unvested
portion of 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.



6. Nontransferability. No portion of the Shares underlying this Stock Award that have
not yet vested, nor any of the rights pertaining thereto or under this Agreement, shall be
transferable other than by will or the laws of intestacy until it 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. The unvested Shares underlying the 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 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. The Award Recipient shall have the right to vote the Shares
underlying any portion of the Stock Award that has not vested 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
unvested Share of the Stock Award, 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, 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.



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.



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, 411 West Lafayette, MC 3122, Detroit, MI 48226; Facsimile Number: 313-964-3153. 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, all Federal, state and local
income and employment taxes that are required by applicable laws and regulations to be withheld
with respect to such amount. The Award Recipient authorizes the Company to withhold from his or
her compensation to satisfy any 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:
	 	 	 	 
	Name:

	 	 	 	 
	Title:

	 	 	 	 






	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	
Recipient’s Signature
	 	
Print Name
	 	
Employee ID No.