Exhibit 10.1 Executive Cash Incentive Program



 





Exhibit 10.1




FIRSTMERIT CORPORATION

EXECUTIVE CASH INCENTIVE PLAN





	I.  	TERM OF THE PLAN
	 
	   	The FirstMerit Corporation Executive Cash Incentive Plan (the “Plan”) is effective beginning
January 1, 2005, and will remain in effect until terminated by the Compensation Committee of
the Board of Directors of FirstMerit Corporation (“FirstMerit”).
	 
	II.  	PLAN OBJECTIVES
	 
	   	FirstMerit is making available to eligible executive officers of FirstMerit and its
subsidiaries, through this Plan, compensation designed to foster superior financial results
for FirstMerit by encouraging executive officers to meet or exceed stated goals. The
objectives of the Plan are:





	 	1.  	Foster superior financial results, producing a financial
benefit to FirstMerit shareholders;
	 
	 	2.  	Motivate and reward executives toward superior financial
performance by FirstMerit; and
	 
	 	3.  	Retain key executive talent in order to achieve stated
financial objectives and continue long-term growth of FirstMerit.





	III.  	ELIGIBILITY
	 
	   	All employee members of the Executive Committee of officers and certain other employees
approved by the Compensation Committee for eligibility shall be entitled to participate in
the Plan.
	 
	IV.  	PLAN ELEMENTS
	 
	   	Each executive will be required to attain goals in both corporate and individual performance
categories in order to receive compensation under the Plan. Each year in the first quarter
of the calendar year, (i) the Chief Executive Officer will determine the specific individual
performance goals for each participant, and (ii) the Compensation Committee of the Board of
Directors, taking into consideration recommendations by the Chief Executive Officer, will
determine the corporate performance goals, the weighting between the corporate and
individual categories, and the percentage amounts to be paid




 









 






	   	for attainment of all goals, subject to approval by the Board of Directors. Goals and
payment amounts for the Chief Executive Officer will be determined by the Compensation
Committee, subject to approval by the full Board of Directors, with the Chief Executive
Officer abstaining from discussion and voting.
	 
	   	There are five tiers within each of the corporate and individual categories:





	 	•  	threshold
	 
	 	•  	intermediate
	 
	 	•  	target
	 
	 	•  	high
	 
	 	•  	maximum





	   	Each tier within each category will have a stated goal. The corporate category goals will
be aligned with the corporate business plan objectives and defined in terms of FirstMerit’s
earnings per share, including the accrual for Plan payments in the calculation of earnings
per share and calculating the earnings per share in accordance with generally accepted
accounting principles.
	 
	   	The individual category goals will be based upon financial and project goals established for
the individual based on the individual’s area of responsibility.
	 
	   	The corporate category goal must be achieved at the threshold level or better for an
executive to receive any payment under the corporate category, and an executive must attain
his or her individual performance goal at the threshold level or better in order to receive
any payment under the individual category. If performance goals are achieved between tiers
within either category, a prorated payment will be made.
	 
	   	Notwithstanding anything else in this Section IV or elsewhere in the Plan, in its sole
discretion, the Compensation Committee may adjust any one or more award amounts before or
after the calendar year end, change goals or waive any requirements for awards pursuant to
the Plan. The terms of the Plan shall not be deemed to grant any employee an entitlement to
payment under the Plan.
	 
	V.  	PAYMENTS
	 
	   	Payments under the Plan are based on the corporate and individual performance for each
calendar year and will be made within the first quarter of the following calendar year upon
approval by the Compensation Committee.
	 
	VI.  	NEWLY HIRED, TRANSFERRED, PROMOTED AND TERMINATED PARTICIPANTS
	 
	   	If a participant is transferred or promoted or becomes totally disabled before the last day
of the calendar year, the participant will be eligible to receive payment under the Plan if





 









 






	   	the participant is employed on the last day of the calendar
year and if the stated goals have been achieved by the last day of the calendar year, as such goals may be revised for
the individual based upon a change in position. Payment will be prorated based upon the
tenure of the executive in the eligible position.
	 
	   	If the participant’s employment is terminated before the payment date for any reason other
than retirement, the executive will not be eligible for any payment under the Plan.
	 
	   	If the participant retires (as retirement is defined under the FirstMerit benefit plan
providing for the earliest possible retirement) effective before the end of the calendar
year, the participant will not be entitled to payment under the Plan. If the participant
retires effective at any time after the end of the calendar year, the retiring participant
will be entitled to payment in accordance with the terms of the Plan.
	 
	   	FirstMerit reserves the right to withhold payments to any participant under the Plan based
on a participant’s violation of any of FirstMerit’s policies and procedures, as determined
by the Compensation Committee.
	 
	VII.  	OTHER EMPLOYEE BENEFITS
	 
	   	Benefits to executives under other benefit plans will not be affected by payments under this
Plan to the extent benefits under the other plans are based upon base salary, but will be
affected by payments under this Plan to the extent benefits under the other plans are based
upon Form W-2 earnings. FirstMerit retains the right to amend, cancel or change any other
benefit plans.
	 
	VIII.  	AMENDMENT AND ADMINISTRATION OF THE PLAN
	 
	   	The Plan may be terminated or amended by the recommendation of the Compensation Committee,
subject to the approval of the Board of Directors. Any question of interpretation of the
Plan will be determined by the Compensation Committee. The Executive Vice President of
Human Resources and the Manager of Compensation are responsible for administering the Plan
in accordance with the terms of the Plan and the goals and payments determined annually by
the recommendation of the Compensation Committee and approval of the Board of Directors.