EX-10.46






EXHIBIT 10.46




NATIONAL CITY CORPORATION

RESTRICTED STOCK AWARD AGREEMENT

National City Corporation




     WHEREAS, National City Corporation (“Corporation”) currently has in effect the National City
Corporation Long-Term Cash and Equity Incentive Plan Effective January 1, 2005; and



     WHEREAS, Article 6 of the Plan provides for the award of Restricted Stock to employees of the
Corporation and Subsidiaries as selected from time to time by the Corporation’s Compensation and
Organization Committee or another committee appointed by the board of directors of the Corporation
(the “Committee”);



     WHEREAS, the individual identified as Grantee (“Grantee”) on the cover sheet that is attached
hereto and hereby made a part hereof (“Cover Sheet”) is an Eligible Employee;



     WHEREAS, the execution of a Restricted Stock Award in the form hereof has been duly authorized
by the Committee;



     WHEREAS, the Corporation desires reasonable protection for its confidential business
information and from competitive activity by Grantee; and



     WHEREAS, the Grantee agrees to accept an award of Restricted Stock under the Plan subject to
the terms of this agreement;



     NOW, THEREFORE, the Corporation hereby grants to the Grantee pursuant to the Plan on the date
listed on the Cover Sheet as the “Grant Date” an Award of such number of shares of Restricted Stock
of the Corporation as is stated in the Cover Sheet, subject to the terms and conditions of the Plan
and to the following terms, conditions, limitations and restrictions, and the Corporation and the
Grantee hereby agree as follows:



     1. The shares of Common Stock subject to this Award shall be fully paid and nonassessable. If
certificated, the Common Stock shall be represented by a certificate or certificates registered in
the Grantee’s name and, as specified in the Plan, endorsed with a legend referring to the
restrictions set forth in this agreement and the Plan. Such certificates shall be delivered to the
Escrow Agent to be held pursuant to the terms of this agreement and the Plan. If the shares of
Common Stock are entered by the Corporation as book entry shares through the Corporation’s Direct
Registration System (“DRS Shares”), the Corporation shall hold the shares as DRS Shares in the name
of the Grantee and in accordance with the Plan. The Grantee shall execute and deliver to the
Escrow Agent a blank irrevocable stock power in the form attached to this agreement. Additionally,
the Grantee shall deliver to the Escrow Agent, at the request of the Escrow Agent, a written
verification of the Grantee’s tax identification number on the form prescribed therefor by the
Department of the Treasury.



     2. The Grantee shall have all the rights of a stockholder with respect to the Restricted Stock
comprising this Award, including the right to vote the shares and to receive all dividends paid
thereon. Any additional shares of equity securities which the Grantee may become entitled to
receive by virtue of a share dividend, a merger or reorganization or any other change in capital
structure shares shall also be a part of and shall be referred to as the “Restricted Stock” and
shall be subject to the restrictions set forth herein and the Plan Restrictions. With respect to
any additional shares of Restricted Stock to which the Grantee becomes entitled under the
circumstances described in the preceding sentence, the Grantee and the Corporation (i) agree that
such additional shares shall be deposited directly with the Escrow Agent, (ii) irrevocably direct
the transfer agent to deliver such additional shares to the Escrow Agent, and (iii) agree that such
delivery shall constitute constructive delivery to the Grantee. The Grantee agrees to execute upon
Escrow Agent’s request additional stock powers with respect to such additional shares. Any cash
dividends, proxy materials or other items of similar nature issued with respect to the Restricted
Stock and received by the Escrow Agent shall be forwarded immediately to the Grantee.



     3. The Restricted Stock may not be sold, exchanged, assigned, transferred, pledged or
otherwise disposed of by the Grantee except to the Corporation until the lapse of the restrictions
prescribed in paragraphs 4 and 5 of this agreement and the Plan Restrictions, except that the
Grantee’s rights with respect to the Restricted Stock may be transferred by will or pursuant to the
laws of descent and distribution. Any attempted transfer in violation of the provisions of this
paragraph shall be void, the purported transferee shall obtain no rights with respect to such
Restricted Stock and the Restricted Stock subject to the attempted transfer shall be forfeited as
provided in the Plan.



     4. The restrictions on transferability described in paragraph 3 of this agreement shall lapse
on shares on [insert vesting schedule].



     5. [optional] If the Grantee ceases to be an employee of the Employers by reason of action
initiated by the Employers other than a termination for cause and where the Grantee has executed a
release, releasing the Employers from any liability associated with or arising out of Grantee’s
employment or termination of employment (“Negotiated Termination”), the restrictions on
transferability described in paragraph 3 of this agreement shall lapse on the number of shares as
calculated below. Such number of shares shall be equal to the difference of (i) the product of
multiplying (A) a fraction, the numerator of which is equal to the number of completed calendar
months since the Grant Date that have occurred prior to the Grantee’s Negotiated Termination and
denominator of which is 48, by (B) the number of shares of Restricted Stock granted to the Grantee
pursuant to this agreement minus (ii) the number of shares of Restricted
Stock that have had the restrictions on transferability already lapse.



     6. In addition to any event resulting in forfeiture provided for in the Plan, all of the
Restricted Stock shall be forfeited upon the occurrence, prior to the earliest of any of



 









 





NATIONAL CITY CORPORATION

RESTRICTED STOCK AWARD AGREEMENT

National City Corporation



the events
prescribed in paragraphs 4 and 5 of this agreement for the lapse of the restrictions on
transferability, of any of the following events:





     (i) the Grantee ceases to be an Employee for any reason;




     (ii) the Committee finds that the Grantee has been convicted of a felony or misdemeanor
involving fraud or dishonesty on the part of the Grantee towards the Employers; or




     (iii) the Grantee breaches the terms of paragraphs 13, 14, 16 or 17 of this agreement, but
forfeiture shall not be the Corporation’s sole remedy for such breach.


In the event of any forfeiture of Restricted Stock, such Restricted Stock shall be canceled and
returned to the Corporation and thereafter this agreement shall be terminated.




     7. At such time as the restrictions on the Restricted Stock lapse, the Employers’ obligation
of delivery to the Grantee of Common Stock free and clear of all restrictions shall be conditioned
upon the Grantee and the Employers having reached a mutual agreement in accordance with the Plan as
to any federal, state, local, or foreign tax withholding obligations of the Employers (“Tax
Obligations”) for the benefit of the Grantee. If the Grantee and the Corporation fail to reach a
mutual agreement with respect to the Tax Obligations prior to the lapse of restrictions on the
restricted Stock, the Corporation may use shares of Common Stock that the restrictions have lapsed
to satisfy withholding obligations. To the extent shares of Common Stock that have become free and
clear of all restrictions are used to satisfy withholding obligations, such obligations shall be
calculated using the employer’s minimum applicable statutory withholding rates.



     8. All Restricted Stock held hereunder shall be held and disposed of pursuant to the Plan and
this agreement. The Escrow Agent shall conclusively presume that any written instructions given to
it by the Corporation conform to the Plan and this agreement.



     9. Instructions may be given to the Escrow Agent on behalf of the Corporation by any of those
officers, other than the Grantee, approved by the Committee for Plan administrative purposes. The
Corporation fully indemnifies the Escrow Agent against any loss or claim which it may sustain
arising directly or indirectly out of any dispute between the Corporation and the Grantee, or any
claim of a third party, for any action taken or omitted in reliance on the provision of this
agreement. The Escrow Agent shall not be liable for any error of judgment or for any act done or
steps taken or omitted by it in good faith, or for any mistake of fact or law or for anything which
it may do or refrain from doing in connection herewith, except for its own bad faith, gross
negligence or willful misconduct.



     10. Nothing contained herein shall confer upon the Grantee any right to continued employment
with the Employers, nor shall it interfere in any way with the right of the Employers to terminate
the employment of the Grantee at any time, with or without cause.



     11. Upon the lapse of the restrictions on the Restricted Stock in accordance with paragraphs 4
and 5 of this agreement, the Escrow Agent shall, for certificated shares, remove the certificates
for the Restricted Stock from escrow and deliver them to the Corporation for reissuance and
delivery of unrestricted Common Stock (less any shares used for tax withholding) in the name of the
Grantee at the time and in the manner provided in the Plan, and thereafter this agreement shall be
terminated. For DRS Shares, the Corporation shall hold the DRS Shares without any reference to
restrictions on transferability, and thereafter this agreement shall terminate.



     12. It is the intention of the parties that this agreement shall not be subject to the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Notwithstanding any other
provision of this agreement to the contrary, if a final nonappealable determination has been made
by a court of competent jurisdiction or an opinion of counsel has been rendered to the effect that
this agreement is not exempt from Parts 2, 3 and 4 of Title I of ERISA, all of the Restricted Stock
shall be forfeited; provided, however, that upon such an occurrence the Committee may, in its
discretion, with respect to all or a portion of the Restricted Stock, terminate the restrictions on
transferability.



     13. Grantee acknowledges and agrees that in the performance of his or her duties of employment
with the Employers he or she may be in contact with customers, potential customers and/or
information about customers or potential customers of the Employers either in person, through the
mails, by telephone or by other electronic means. Grantee also acknowledges and agrees that trade
secrets and Confidential Information of the Employers, as defined in paragraph 13(c) of this
agreement, gained by Grantee during his or her employment with the Employers, have been developed
by the Employers through substantial expenditures of time, effort and financial resources and
constitute valuable and unique property of the Employers. Grantee further understands,
acknowledges and agrees that the foregoing makes it necessary for the protection of the Employers’
businesses that Grantee not divert business or customers from the Employers and that the Grantee
maintain the confidentiality and integrity of the Confidential Information as hereinafter as
defined:



     (a) Grantee agrees that he or she will not, during his or her employment by the Employers and
for a period of one year following the later of the termination of salary payments or the Salary
Continuation Period, as defined in
paragraph 26, following termination of employment, no matter how terminated:




     (i) directly or indirectly solicit, divert, entice or take away any customers,
business, patronage or orders of the Employers with whom the Grantee has had contact,
involvement or responsibility during his or her employment with the Employers, or attempt to



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NATIONAL CITY CORPORATION

RESTRICTED STOCK AWARD AGREEMENT

National City Corporation





do so, for the sale of any product or service that competes with a product or service
offered by the Employers,




     (ii) directly or indirectly solicit, divert, entice or take away any potential customer
identified, selected or targeted by the Employers with whom the Grantee has had contact,
involvement or responsibility during his or her employment with the Employers, or attempt to
do so, for the sale of any product or service that competes with a product or service
offered by the Employers, or




     (iii) accept or provide assistance in the accepting of (including, but not limited to,
providing any service, information, assistance or other facilitation or other involvement)
business, patronage or orders from customers or any potential customers of the Employers
with whom Grantee has had contact, involvement or responsibility on behalf of any third
party or otherwise for Grantee’s benefit.




Nothing contained in this paragraph 13(a) shall preclude Grantee from accepting employment
with a company, firm, or business that competes with the Employers so long as the Grantee’s
activities do not violate the provisions of subparagraphs 13(a)(i), 13(a)(ii) or 13(a)(iii)
above or any of the provisions of paragraphs 13(b) and 13(c) below.




     (b) Grantee agrees that he or she will not directly or indirectly at any time during
his or her employment by the Employers and for a period of three years following the later
of the termination of salary payments or the Salary Continuation Period, as defined in
paragraph 26, following termination of employment, no matter how terminated (the “Business
Protection Period”), solicit, induce, confer or discuss with any employee of the Employers
or attempt to solicit, induce, confer or discuss with any employee of the Employers the
prospect of leaving the employ of the Employers, termination of his or her employment with
the Employers, or the subject of employment by some other person or organization. Grantee
further agrees that he or she will not directly or indirectly at any time during the
Business Protection Period hire or attempt to hire any employee of the Employers.




     (c) Grantee will keep in strict confidence and will not, directly or indirectly, at any
time during or after the term of this agreement, disclose, furnish, disseminate, make
available or use (except in the course of performing his or her duties of employment with
the Employers) any trade secrets or confidential business or technical information of the
Employers or their customers (the “Confidential Information”), without limitation as to when
or how Grantee may have acquired such information. The Confidential Information shall
include the whole or any portion or phase of any scientific or technical information,
design, process, procedure, formula, pattern, compilation, program, device, method,
technique or improvement, or any business information or plans, financial information, or
listing of names, addresses or telephone numbers, including without limitation, information
relating to the Employers’ customers or prospective customers, the Employers’ customer
lists, contract information including terms, pricing and services provided, information
received as a result of customer contacts, the Employers’ products and processing
capabilities, methods of operation, business plans, financials or strategy, and agreements
to which the Employers may be a party. The Confidential Information shall not include
information that is or becomes publicly available other than as a result of disclosure by
the Grantee. Grantee specifically acknowledges that the Confidential Information, whether
reduced to writing or maintained in the mind or memory of Grantee and whether compiled by
the Employers and/or Grantee, derives independent economic value from not being readily
known to or ascertainable by proper means by others who can obtain economic value from its
disclosure or use, that reasonable efforts have been put forth by the Employers to maintain
the secrecy of such information, that such information is the sole property of the Employers
and that any retention and use of such information during or after the Grantee’s employment
with the Employers (except in the course of performing his or her duties of employment with
the Employers) shall constitute a misappropriation of the Employers’ trade secrets. Grantee
further agrees that, at the time of termination of his or her employment he or she will
return to the Employers, in good condition, all property of the Employers, including,
without limitation, the Confidential Information. In the event that said items are not so
returned, the Employers shall have the right to charge Grantee for all reasonable damages,
costs, attorney’s fees and other expenses
incurred in searching for, taking, removing, and/or recovering such property. If the
Grantee is requested or required (either verbally or in writing) to disclose any
Confidential Information, he or she shall promptly notify the Employers of this request and
he or she shall promptly provide the Employers with a copy of the written request or a
description of any verbal request so that the Employers may seek a protective order or other
appropriate remedy. If a protective order or other appropriate remedy is not obtained in a
reasonable period of time, the



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NATIONAL CITY CORPORATION

RESTRICTED STOCK AWARD AGREEMENT

National City Corporation





Grantee may furnish only that portion of the Confidential
Information that he or she legally is required to disclose.



     14. During the Business Protection Period (and for any extended period as provided in
paragraph 15 below) Grantee agrees to communicate the contents of this agreement to any person,
firm, association, or corporation that Grantee intends to be employed by, associated with, or
represent.



     15. If it shall be judicially determined that Grantee has violated any of his or her
obligations under paragraph 13 of this agreement, then the period applicable to the obligation
which he or she shall have been determined to have violated shall automatically be extended by a
period of time equal in length to the period during which said violation(s) occurred.



     16. Grantee acknowledges and agrees that the remedy at law available to Employers for breach
of any of his or her obligations under this agreement would be inadequate, and Grantee agrees and
consents that in addition to any other rights or remedies that Employers may have at law or in
equity, temporary and permanent injunctive relief may be granted in any proceeding that may be
brought to enforce any provision contained in paragraphs 13 through 15 of this agreement, without
the necessity of proof of actual damage.



     17. Grantee acknowledges that Grantee’s obligations under this agreement are reasonable in
the context of the nature of the Employers’ businesses and the competitive injuries likely to be
sustained by the Employers if Grantee violated such obligations. Grantee further acknowledges that
this agreement is made in consideration of, and is adequately supported by the Restricted Stock
Award, which Grantee acknowledges constitutes new and good, valuable and sufficient consideration.



     18. The failure of the Employers to enforce any provision of this agreement shall not be
construed to be a waiver of such provision or of the right of the Employers thereafter to enforce
each and every provision.



     19. All provisions, terms, conditions, paragraphs, agreements and covenants (“Provisions”)
contained in this agreement are severable and, in the event any one of them shall be held to be
invalid, this agreement shall be interpreted as if such Provision was not contained herein, and
such determination shall not otherwise affect the validity of any other Provision.



     20. For purposes of this agreement, the continuous employ of the Grantee with the Employers
shall not be deemed interrupted, and the Grantee shall not be deemed to have ceased to be an
employee of the Employers by reason of the transfer of his or her employment among the Employers.
Also a leave of absence approved by an Executive Officer for illness, military or governmental
service or other cause shall be considered as employment.



     21. All other capitalized terms used but not defined in this agreement shall have the
meanings ascribed to such terms as set forth in the Plan.



     22. Paragraphs 13 through 19, 22, 24 and 25 shall survive the termination of this agreement.



     23. It is the Grantee’s responsibility to execute this agreement (the “Executed Agreement”)
and deliver the Executed Agreement to the Corporate Human Resources Department at the address
listed on the Cover Sheet. If the Executed Agreement is not received by the Corporate Human
Resources Department within 90 days after the Grant Date, this Restricted Stock grant shall
terminate and this agreement shall be null and void.



     24. The Grantee agrees that any action, claim, counterclaim, cross claim, proceeding, or suit,
whether at law or in equity, whether sounding in tort, contract, or otherwise, at any time arising
under or in connection with this agreement, the administration, enforcement, or negotiation of this
agreement, or the performance of any obligations in respect of this agreement (each such action,
claim, counterclaim, cross claim, proceeding, or suit, an “Action”) shall be brought exclusively in
a federal court or state court located in Ohio. Each of the parties hereby unconditionally submit
to the jurisdiction of any such court with respect to each such Action and hereby waive any
objection each of the parties may now or hereafter have to the venue of any such Action brought in
any such court.



     25. This agreement shall be construed in accordance with, and governed by the internal
substantive laws of, the State of Ohio.



     26. “Salary Continuation Period” means the period of time during which Grantee receives a
continuation of Grantee’s salary after Grantee’s last day of active employment or if the Grantee
receives a lump sum payment, the number of months following Grantee ‘s end of active employment
equal to the Grantee’s lump sum payment attributable to salary divided by the Grantee’s then
current monthly salary rounded up to the nearest whole number.




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