Exhibit 10.1


 


COMERICA INCORPORATED

2006 AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN


 


SECTION 1


PURPOSE


 


The purpose of Comerica’s 2006 Amended and Restated
Long-Term Incentive Plan is to align the interests of employees of the
Corporation selected to receive awards with those of stockholders by rewarding
long term decision-making and actions for the betterment of the
Corporation.  Accordingly, Eligible
Individuals may receive Awards of Options, Stock Appreciation Rights,
Restricted Stock or Restricted Stock Units, Performance Awards and Other
Stock-Based Awards.  Equity-based
compensation assists in the attraction and retention of qualified employees,
and provides them with additional incentive to devote their best efforts to
pursue and sustain the Corporation’s superior long-term performance.  This enhances the value of the Corporation
for the benefit of its stockholders.


 


SECTION 2


DEFINITIONS


 


A.            “Affiliate”
means (i) any corporation, partnership, joint venture or other
entity that is controlled by the Corporation, whether
directly or indirectly, and (ii) any corporation, partnership,
joint venture or other entity in which the
Corporation has a significant equity interest, as determined by the Committee; provided,
however, that with respect to an Award of an Incentive Stock Option and an
Award that is subject to Code Section 409A, the term “Affiliate” shall
refer solely to a Subsidiary.


 


B.            “Aggregated
Plan” means all agreements, methods, programs, and other arrangements
sponsored by the Corporation that would be aggregated with this Plan under Section 1.409A-1(c) of the Regulations.


 


C.            “Award” means an
Option, a Stock Appreciation Right, a Share of Restricted Stock, a Restricted
Stock Unit, a Performance Award, including a Qualified Performance-Based Award,
or an Other Stock-Based Award pursuant to the Plan.  Each Award shall be evidenced by an Award
Agreement.


 


D.            “Award
Agreement” means a written agreement, in a form approved by the Committee,
which sets forth the terms and conditions of an Award, including, but not
limited to, the Performance Period and/or Restriction Period, as
appropriate.  Agreements shall be subject
to the express terms and conditions set forth herein, and to such other terms
and conditions not inconsistent with the Plan as the Committee shall deem
appropriate.


 


E.             “Award
Recipient” means an Eligible Individual who has been granted an Award under
the Plan and has entered into an Award Agreement evidencing the grant 


 


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of
such Award or otherwise accepted the terms of an Award Agreement, including by
electronic acceptance or acknowledgement.


 


F.             “Beneficiary”
means any person(s) designated by an Award Recipient on a beneficiary
designation form submitted to the Plan Administrator, or, if no form has been
submitted, any person(s) entitled to receive any amounts owing to such
Award Recipient under this Plan upon his or her death by reason of having been
named in the Award Recipient’s will or trust agreement or having qualified as a
taker of the Award Recipient’s property under the laws of intestacy.  If an Award Recipient authorizes any person,
in writing, to exercise such individual’s Options or Stock Appreciation Rights
following the Award Recipient’s death, the term “Beneficiary” shall include any
person in whose favor such Options or Stock Appreciation Rights are exercised
by the person authorized to exercise the Options or Stock Appreciation Rights.


 


G.            “Board”
means the Board of Directors of the Corporation.


 


H.            “Cause” means (1) conviction
of the Award Recipient for committing a felony under Federal law or the law of
the state in which such action occurred, (2) dishonesty in the course of
fulfilling the Award Recipient’s employment duties, (3) willful and
deliberate failure on the part of the Award Recipient to perform his or her
employment duties in any material respect, or (4) before a Change of
Control, such other events as shall be determined by the Committee.  Before a Change of Control, the Committee
shall, unless otherwise provided in an Individual Agreement with the Award
Recipient, have the sole discretion to determine whether “Cause” exists, and
its determination shall be final.


 


I.              “Change
of Control” shall have the meaning set forth in Exhibit A to this
Plan.


 


J.             “Code”
means the Internal Revenue Code of 1986, as amended.


 


K.            “Committee”
means the Governance, Compensation and Nominating Committee of the Board
or such other committee of the Board as the Board may from time to time
designate, which, with respect to the establishment of Performance Measures,
shall be composed solely of not less than two outside directors (as described
under Regulations Section 1.162-27(e)(3)), and shall be appointed by and
serve at the pleasure of the Board.


 


L.             “Corporation”
means Comerica Incorporated, a Delaware corporation, and its successors and
assigns.


 


M.           “Date
of Grant” means the effective date of an Award granted by the
Committee to an Award Recipient.


 


N.            “Disabled”
or “Disability” means “Totally Disabled” (or any derivation of
such term) within the meaning of the Long-Term Disability Plan of Comerica
Incorporated, or if there is no such plan, “Disability” as
determined by the Committee.  However, with respect to the rules relating
to Incentive Stock Options, the term “Disabled” shall mean disabled as that
term is utilized in Sections 422 and 22(e)(3) of the Code, or any
successor Code provisions relating to ISOs. 
Furthermore, with respect to Awards subject to Section 409A of the
Code, “Disabled” shall not have either


 


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of
the prior meanings, but shall mean an Award Recipient’s inability to engage in
any substantial gainful activity due to a medically determinable physical or
mental impairment which can be expected to result in death or can be expected
to last for a continuous period of not less than twelve (12) months.


 


O.            “Disaffiliation”
means a Subsidiary’s or Affiliate’s ceasing to be a Subsidiary or Affiliate for
any reason (including, without limitation, as a result of a public offering, or
a spinoff or sale by the Corporation, of the stock of the Subsidiary or
Affiliate) or a sale of a division of the Corporation and its Affiliates.


 


P.             “Eligible
Individual” means any officers and employees of the Corporation or
any of its Subsidiaries or Affiliates, and prospective officers and employees
who have accepted offers of employment from the Corporation or its Subsidiaries
or Affiliates.  Notwithstanding the foregoing, an Eligible
Individual for purposes of receipt of the grant of an ISO shall be limited to
those individuals who are eligible to receive ISOs under rules set forth
in the Code and applicable Regulations.


 


Q.            “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


R.            “Fair
Market Value” means the closing price of a Share on the New York Stock
Exchange as reported on the Composite Tape as published in the Wall Street
Journal; if, however, there is no trading of Shares on the date in
question, then the closing price of the Shares as so reported, on the last
preceding trading day shall instead be used to determine Fair Market
Value.  If Fair Market Value for any date
in question cannot be determined as provided above, Fair Market Value shall be
determined by the Committee in its good faith discretion based on a reasonable
valuation method in accordance with the Regulations and applicable guidance
promulgated under Code Section 409A.


 


S.             “Incentive
Stock Option” or “ISO Award” means an Option granted pursuant to the
Plan that is designated in the applicable Award Agreement as an “incentive stock
option” within the meaning of Section 422 of the Code, and that in fact so
qualifies.


 


T.            “Nonqualified
Stock Option” or “NQSO Award” means an Option granted  pursuant to the Plan that is not intended to
be, or does not qualify as, an Incentive Stock Option.


 


U.            “Option”
means a Nonqualified Stock Option or an Incentive Stock Option granted pursuant
to Section 6(A) of the Plan.


 


V.            “Other
Stock-Based Award” means any right granted under Section 6(F) of
the Plan.


 


W.           “Performance
Award” means any Award, including a Qualified Performance-Based Award,
granted pursuant to Section 6(E) of the Plan.


 


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X.            “Performance
Measures” means the performance goals established by the
Committee and relating to a Performance Period in connection with the grant of
an Award.  In the case of any Qualified
Performance-Based Award, such goals shall be (i) based on the attainment
of specified levels of one or more of the following measures (a) earnings per share, (b) return measures (including, but not
limited to, return on assets, equity or sales), (c) net income (before or
after taxes), (d) cash flow (including, but not limited to, operating cash
flow and free cash flow), (e) cash flow return on investments, which
equals net cash flows divided by owner’s equity, (f) earnings before or
after taxes, interest, depreciation and/or amortization, (g) internal rate
of return or increase in net present value, (h) gross revenues, (i) gross
margins or (j) stock price (including, but not limited to, growth measures
and total stockholder return) and (ii) set by the Committee within
the time period prescribed by Section 162(m) of the Code.  Performance Measures may be
absolute in their terms or measured against or in relationship to other
companies comparably, similarly or otherwise situated and may be based on or
adjusted for any other objective goals, events, or occurrences established by
the Committee for a Performance Period. 
Such Performance Measures may be particular to a line of business,
Subsidiary or other unit or may be based on the performance of the Corporation
generally.  Such Performance Measures may
cover the Performance Period(s) as specified by the Committee.  Performance Measures may be adjusted by
the Committee in its sole discretion to eliminate the unbudgeted effects of
charges for restructurings, charges for discontinued operations, charges for
extraordinary items and other unusual or non-recurring items of loss or
expense, merger related charges, cumulative effect of accounting changes, the
unbudgeted financial impact of any acquisition or divestiture made during the
applicable Performance Period, and any direct or indirect change in the Federal
corporate tax rate affecting the Performance Period, each as defined by
generally accepted accounting principles and identified in the audited
financial statements, notes to the audited financial statements, management’s
discussion and analysis or other Corporation filings with the Securities and Exchange
Commission


 


Y.            “Performance
Period” means the period designated by the Committee during which the
Performance Measures applicable to an Award shall be measured.  The Performance Period shall be established
at or before the time of the grant of the Award, and the length of any
Performance Period shall be within the discretion of the Committee.


 


Z.            “Plan”
means the Comerica Incorporated 2006 Amended and Restated Long-Term Incentive
Plan, as may be amended from time to time.


 


AA.        “Qualified
Performance-Based Award” means an Award intended to qualify for the Section 162(m) Exemption,
as provided in Section 7.


 


BB.          “Regulations”
means the Treasury Regulations promulgated under the Code.


 


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CC.          “Restriction
Period” means the period designated by the Committee during which Shares of
a Restricted Stock Award remain forfeitable or a Restricted Stock Unit Award is
subject to vesting requirements.


 


DD.         “Restricted
Stock” or “Restricted Stock Award” means an award of Shares pursuant
to Section 6(C) of the Plan subject to the terms, conditions and such restrictions as may be determined by the Committee and set forth
in the applicable Award Agreement.  Shares of Restricted Stock shall constitute
issued and outstanding Shares for all corporate purposes.


 


EE.          “Restricted Stock Units”
or “Restricted Stock Unit Award” means an Award
granted pursuant to Section 6(D) of the Plan denominated in Shares
subject to the terms, conditions and restrictions determined by the Committee
and set forth in the applicable Award Agreement.


 


FF.          “Retirement”
means, unless otherwise provided in an Award Agreement or determined by the
Committee, an Award Recipient’s Termination of Employment (or with respect to
Awards subject to Code Section 409A, an Award Recipient’s Separation from
Service) at or after age 65  or
after attainment of both age 55 and ten (10) years of service with the
Corporation and Affiliates.


 


GG.          “Section 162(m) Exemption”
means the exemption from the limitation on deductibility imposed by Section 162(m) of
the Code that is set forth in Section 162(m)(4)(C) of the Code.


 


HH.         “Separation
from Service” means, with respect to any Award that is subject to Code Section 409A,
the date on which the Corporation and the Award Recipient reasonably anticipate
a permanent reduction in the level of bona fide services performed by the Award
Recipient for the Corporation or any Affiliate to 20% or less of the average
level of bona fide services performed by the Award Recipient for the
Corporation or any Affiliate (whether as an employee or an independent
contractor) in the immediately preceding thirty-six (36) months (or the full
period of service to the Corporation and any Affiliate if the Award Recipient
has been providing services to the Corporation and its Affiliates for less than
thirty-six (36) months).  The
determination of whether a Separation from Service has occurred shall be made
by the Plan Administrator in accordance with the provisions of Code Section 409A
and the Regulations promulgated thereunder.


 


II.            “Share”
means a share of common stock, $5.00 par value, of the Corporation or such
other securities or property as may become subject to Awards pursuant to an
adjustment made under Section 3(D) of the Plan.


 


JJ.            “Specified
Employee” means a key employee of the Corporation as defined in Code Section 416(i) without
regard to paragraph (5) thereof. 
The determination of whether an Award Recipient is a Specified Employee
shall be made by the Committee as of the specified employee identification date
adopted by the 


 


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Corporation
in accordance with the provisions of Code Section 409A and the Regulations
promulgated thereunder.


 


KK.         “Stock
Appreciation Right” or “SAR Award” means a right granted under Section 6(B) of
the Plan.


 


LL.          “Subsidiary” means
any entity (other than the Corporation) in an unbroken chain of entities
beginning with the Corporation, provided each entity (other than the last
entity) in the unbroken chain owns, at the time of the determination, ownership
interests possessing fifty percent (50%) or more of the total combined voting
power of all classes of ownership interests in one of the other entities in
such chain; provided, however, with respect to any Award that is an Incentive
Stock Option, the term “Subsidiary” shall refer solely to an entity that is
taxed under Federal tax law as a corporation.


 


MM.       “Tax
Withholding Date” shall mean the earliest date the obligation to withhold
tax with respect to an Award arises.


 


NN.         “Term” means the
maximum period during which an Option or Stock Appreciation Right may remain
outstanding (subject to earlier termination upon Termination of Employment or
otherwise) as specified in the applicable Award Agreement or, to the extent not
specified in the Award Agreement, as provided in the Plan.


 


OO.         “Termination of
Employment” means the termination of the applicable Award Recipient’s
employment with the Corporation and any of its Affiliates.  An Award Recipient employed by an Affiliate
or a division of the Corporation or any of its Affiliates shall be deemed to
incur a Termination of Employment if, as a result of a Disaffiliation, such
Affiliate or division ceases to be an Affiliate or division, as the case may
be, and the Award Recipient does not immediately thereafter become an employee
of the Corporation or an Affiliate. 
Neither a temporary absence from employment because of illness, vacation
or leave of absence nor a transfer among the Corporation and its Affiliates
shall be considered a Termination of Employment.


 


SECTION 3


STOCK SUBJECT TO THE PLAN


 


A.            Plan Maximums.  The
maximum number of Shares that may be delivered pursuant to Awards under the
Plan shall be the sum of (i) thirteen-and-one-half million (13,500,000), (ii) any
Shares available for future awards under the Amended and Restated Comerica
Incorporated 1997 Long-Term Incentive Plan (the “Prior Plan”) as of the
Effective Date, and (iii) any Shares that are represented by awards
granted under the Prior Plan which are forfeited, expire or are cancelled
without delivery of Shares or which result in the forfeiture of Shares back to
the Corporation.  No additional Shares
will be granted pursuant to the terms of the Prior Plan as of the Effective
Date of the Plan.  The maximum number of
Shares that may be delivered pursuant to Options intended to be Incentive Stock
Options shall be one million (1,000,000) Shares.  No more than 4.7
million (4,700,000) Shares may be issued during the term of the Plan 


 


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pursuant to Awards other
than Options and Stock Appreciation Rights.  Shares subject to an Award under the Plan may
be authorized and unissued Shares or treasury Shares.


 


B.            Individual Limits.  No Award Recipient may be granted Awards with
respect to more than 350,000 Shares in any calendar year, and the maximum
number of Shares underlying Awards of Options and Stock Appreciation Rights
that may be granted to an Award Recipient in any calendar year is 350,000.


 


C.            Rules for Calculating
Shares Delivered.  Any Shares
covered by an Award that has been granted shall be counted as used under the
Plan as of the Date of Grant.  To the
extent that any Award is forfeited, or any Option or Stock Appreciation Right
terminates, expires or lapses without being exercised, the Shares subject to
such Awards not delivered as a result thereof shall again be available for
Awards under the Plan.  The following
Shares, however, may not again be made available for issuance in respect of Awards
under this Plan: (i) Shares not issued or delivered as a result of the net
settlement of an outstanding Stock Appreciation Right; (ii) Shares used to
pay the exercise price or withholding taxes related to an outstanding Award; or
(iii) Shares repurchased by the Corporation on the open market with the
proceeds of an Option exercise price to settle an Option.


 


D.            Adjustment Provision.  In the event of (i) a stock dividend,
stock split, reverse stock split, share combination, or recapitalization or
similar event affecting the capital structure of the Corporation (each, a “Share
Change”), or (ii) a merger, consolidation, acquisition of property or
shares, separation, spinoff, reorganization, stock rights offering,
liquidation, Disaffiliation, or similar event affecting the Corporation or any
of its Subsidiaries (each, a “Corporate Transaction”), the Committee or
the Board shall make such substitutions or adjustments as it deems appropriate
and equitable, if any, to (A) the aggregate number and kind of Shares or
other securities reserved for issuance and delivery under the Plan, (B) the
various maximum limitations set forth in Sections 3(A) and 3(B) upon
certain types of Awards and upon the grants to individuals of certain types of
Awards, (C) the number and kind of Shares or other securities subject to
outstanding Awards, and (D) the exercise price of outstanding Options and
Stock Appreciation Rights, provided that the aggregate exercise price or
aggregate grant price of the Options or Stock Appreciation Rights is not less
than the aggregate exercise price or aggregate grant price before the Corporate
Transaction.  In the case of Corporate
Transactions, such adjustments may include, without limitation, (1) the
cancellation of outstanding Awards in exchange for payments of cash, property
or a combination thereof having an aggregate value equal to the value of such
Awards, as determined by the Committee or the Board in its sole discretion (it
being understood that in the case of a Corporate Transaction with respect to
which stockholders of Common Stock receive consideration other than publicly
traded equity securities of the ultimate surviving entity, any such
determination by the Committee that the value of an Option or Stock
Appreciation Right shall for this purpose be deemed to equal the excess, if any,
of the value of the consideration being paid for each Share pursuant to such
Corporate Transaction over the exercise price of such Option or Stock
Appreciation Right shall conclusively be deemed valid); (2) the
substitution of other property (including, without 


 


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limitation, cash or other
securities of the Corporation and securities of entities other than the
Corporation) for the Shares subject to outstanding Awards; and (3) in
connection with any Disaffiliation, arranging for the assumption of Awards, or
replacement of Awards with new awards based on other property or other
securities (including, without limitation, other securities of the Corporation
and securities of entities other than the Corporation), by the affected
Subsidiary, Affiliate, or division or by the entity that controls such
Subsidiary, Affiliate, or division following such Disaffiliation (as well as
any corresponding adjustments to Awards that remain based upon Corporation
securities).  Any such adjustments shall
be made in a manner that (i) with respect to Awards that are not
considered to be deferred compensation within the meaning of Section 409A
of the Code immediately prior to such adjustment, would not cause such Awards
to become deferred compensation subject to Section 409A of the Code and (ii) with
respect to Awards that are considered deferred compensation within the meaning
of Section 409A of the Code, would not cause such Awards to be
non-compliant with the requirements of Section 409A of the Code.


 


SECTION 4


ADMINISTRATION


 


A.            Committee.  The Plan shall be administered by
the Committee.  In addition to any
implied powers and duties that may be needed to carry out the provisions of the
Plan, the Committee shall have all the powers vested in it by the terms of the
Plan, including exclusive authority to: 
select Eligible Individuals; to make Awards; to determine the type,
size, terms and timing of Awards (which need not be uniform); to accelerate the
vesting of Awards, including upon the occurrence of a Change of Control of the
Corporation or an Award Recipient’s Termination of Employment; to prescribe the
form of the Award Agreement; to modify, amend or adjust the terms and
conditions of any Award, subject to Sections 7 and 10; to adopt, alter and
repeal such administrative rules, guidelines and practices governing the Plan
as it shall from time to time deem advisable; to interpret the terms and
provisions of the Plan and any Award issued under the Plan (and any Award
Agreement relating thereto); make any other
determinations it believes necessary or advisable in connection with the
administration of the Plan; correct any defect, supply any omission or
reconcile any inconsistency in the Plan or in any Award Agreement; establish any “blackout”
period that the Committee in its sole discretion deems necessary or advisable;
and to otherwise administer the Plan.


 


B.            Procedures.  Determinations of the Committee shall be made
by a majority vote of its members at a meeting at which a quorum is present or
pursuant to a unanimous written consent of its members.  A majority of the members of the Committee
shall constitute a quorum.  Subject to Section 7(D),
any authority granted to the Committee may also be exercised by the full
Board.  To the extent that any permitted
action taken by the Board conflicts with action taken by the Committee, the
Board action shall control.  The
Committee may authorize any one or more of its members, or any officer of the
Corporation, to execute and deliver documents on behalf of the Committee.


 


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Except to the extent prohibited by applicable law or
the applicable rules of a stock exchange, the Committee may (i) allocate
all or any portion of its responsibilities and powers to any one or more of its
members and/or (ii) delegate all or any part of its responsibilities and
powers to any person or persons selected by it, provided that, the Committee may not delegate its
responsibilities and powers if such delegation would cause an Award made to an
individual subject to Section 16 of the Exchange Act not to qualify for an
exemption from Section 16(b) of the Exchange Act or cause an Award
intended to be a Qualified Performance-Based Award not to qualify for, or to
cease to qualify for, the Section 162(m) Exemption.  Any such allocation or delegation may be
revoked by the Committee at any time.


 


All decisions made by the Committee (or any person or
persons to whom the Committee has allocated or delegated all or any portion of
its responsibilities and powers in accordance with this Plan) shall be final
and binding on all persons, including the Corporation, its Affiliates,
Subsidiaries, stockholders, Eligible Individuals, Award Recipients,
Beneficiaries and other interested parties.


 


C.            Discretion of the Committee.  Subject to Section 1(G), any
determination made by the Committee or by an appropriately delegated officer
pursuant to delegated authority under the provisions of the Plan with respect
to any Award shall be made in the sole discretion of the Committee or such
delegate at the time of the grant of the Award or, unless in contravention of
any express term of the Plan, at any time thereafter.  All decisions made by the Committee or any appropriately
delegated officer pursuant to the provisions of the Plan shall be final and
binding on all persons, including the Corporation, Award Recipients and
Eligible Individuals.


 


D.            Cancellation or Suspension
of Awards.  The Committee may cancel all or any portion of any Award, whether or not
vested or deferred, as set forth below. 
Upon cancellation, the Award Recipient shall forfeit the Award and any
benefits attributable to such canceled Award or portion thereof.  The Committee may cancel an Award if, in its
sole discretion, 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 Corporation or any Subsidiary or Affiliate of the Corporation;
or (vii) engaged in conduct that adversely affected the Corporation.  The Executive Vice President — Director of
Human Resources, or such other person designated from time to time by the Chief
Executive Officer of the Corporation (the “Delegate”), shall have the
power and authority to suspend all or any portion of any Award if the Delegate
makes in good faith the determination described in the preceding sentence.  Any such suspension of an Award shall remain
in effect until the suspension shall be presented to and acted on by the
Committee at its next meeting.  This Section 4(D) shall
have no application for a two year period following a Change of Control of the
Corporation.


 


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SECTION 5


ELIGIBILITY


 


Awards may only be made to Eligible Individuals.


 


SECTION 6


AWARDS


 


A.            Options.  The Committee may grant Options to
Eligible Individuals in accordance with the provisions of this subsection
subject to such additional terms and conditions, not inconsistent with the
provisions of the Plan, as the Committee shall determine to be appropriate.


 


1.             Exercise Price.  The exercise price per Share of an Option
shall be determined by the Committee; provided,
however, that such exercise price shall not be less than 100% of the
Fair Market Value of a Share on the Date of Grant of such Option, and such
exercise price may not be decreased during the Term of the Option except
pursuant to an adjustment in accordance with Section 3(D).


 


2.             Option Term.  The Term of each Option shall be fixed by the
Committee and the maximum Term of each Option shall be ten (10) years.


 


3.             Time and Manner of Exercise.  The Committee shall determine the time or
times at which an Option may be exercised, and the manner in which (including,
without limitation, cash, Shares, other securities, other Awards or other
property, or any combination thereof, having a Fair Market Value on the
exercise date equal to the relevant exercise price) payment of the exercise
price with respect thereto may be made, or deemed to have been made.  The Committee may authorize the use of any
form of “cashless” exercise of an Option that is legally permissible.


 


4.             Employment Status.  Except as provided in paragraphs (a) through
(d) below or as may otherwise be provided by the Committee (either at the
time of grant of an Option or thereafter), an Award Recipient’s Options
and Stock Appreciation Rights shall be immediately forfeited upon his or her
Termination of Employment.


 


a.             Retirement.  An Award Recipient’s Retirement shall not
affect any Option outstanding as of the Termination of Employment due to
Retirement other than those granted in the calendar year of Retirement.  All Options outstanding as of the Termination
of Employment due to Retirement other than those granted in the calendar year
of such Termination of Employment shall continue to vest pursuant to the
vesting schedule applicable to such Options, and any vested Options outstanding
as of the Termination of Employment due to Retirement (including any ISO held
by an Award Recipient who is not Disabled) shall continue in full force and
effect for the remainder of the Term of the Option.  All Options granted in the calendar year of
Termination of Employment due to


 


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Retirement that have not
otherwise vested as of such termination shall terminate upon the date of
Retirement.


 


b.             Disability.  Upon the cessation of the Award Recipient’s
employment due to Disability, any Option held by such individual that was
exercisable immediately before the Termination of Employment due to Disability shall continue to be exercisable until the earlier of (i) the third
anniversary of the Award Recipient’s Termination of Employment (or, in the case
of any ISO held by an Award Recipient who is Disabled, the first anniversary of
the Award Recipient’s Termination of Employment) and (ii) the expiration
of the Term of the Option.


 


c.             Death.  Upon the Award Recipient’s death (whether
during his or her employment with the Corporation or an Affiliate or during any
otherwise applicable post-termination exercise period, which in the case of an
ISO, shall not exceed three (3) months), any Option held by such
individual that was exercisable immediately before the Termination of Employment shall continue to be exercisable by the Beneficiary(ies) of the decedent,
until the earlier of (i) the first anniversary of the date of the Award
Recipient’s death and (ii) the expiration of the Term of the Option.


 


d.             Other
Terminations of Employment.  Upon the Award Recipient’s Termination of
Employment for any reason other than Retirement, Disability, death or for Cause, any Option held by such individual that was exercisable
immediately before the Termination of Employment
shall continue to be exercisable until the earlier of (i) the expiration
of the three-month period following the Award Recipient’s Termination of
Employment and (ii) the expiration of the Term of the Option.


 


e.             Extension or Reduction of Exercise Period.  In any of the foregoing circumstances, subject
to Section 8, the Committee may extend or shorten the exercise period, but
may not extend any such period beyond the Term of the Option as originally
established (or, insofar as this paragraph relates to Stock Appreciation
Rights, the Term of the SAR Award as originally established).  Further, with respect to ISOs, as a condition
of any such extension, the holder shall be required to deliver to the
Corporation a release which provides that such individual will hold the
Corporation and/or Affiliates harmless with respect to any adverse tax
consequences the individual may suffer by reason of any such extension.


 


B.            Stock
Appreciation Right Awards.  The Committee may grant Stock Appreciation
Rights to Eligible Individuals in accordance with the provisions of this
subsection subject to such additional terms and conditions, not inconsistent
with the provisions of the Plan, as the Committee shall determine to be
appropriate.  The Term of each SAR Award
shall be fixed by the Committee and the maximum Term of each SAR Award shall be
ten (10) years.  A Stock
Appreciation Right granted under the Plan 


 


11

















 


shall
confer on the Award Recipient a right to receive upon exercise thereof the
excess (if any) of (i) the Fair Market Value of one Share on the date of
exercise over (ii) the grant price of the Stock Appreciation Right Award
as specified by the Committee, which price shall not be less than 100% of the
Fair Market Value of one Share on the Date of Grant of the Stock Appreciation
Right.  Subject to the terms of the Plan,
the Committee shall determine the grant price, Term, manner of exercise, dates
of exercise, methods of settlement (cash, Shares or a combination thereof) and
any other terms and conditions of any SAR Award.  The Committee may impose such conditions or
restrictions on the exercise of any SAR Award as it may deem appropriate.  Except as otherwise provided by the Committee
or in an Award Agreement, any SAR Award must be exercised during the period of the
Award Recipient’s employment with the Corporation or Affiliate, provided that the provisions of Section 6(A)(4)(a)-(e) hereof
shall apply for purposes of determining the exercise period in the event of the
Award Recipient’s Retirement, Disability, death or other Termination of
Employment.


 


C.            Restricted
Stock Awards.  The Committee may make Restricted Stock
Awards to Eligible Individuals in accordance with the provisions of this
subsection subject to such additional terms and conditions not inconsistent
with the provisions of the Plan as the Committee shall determine to be
appropriate.


 


1.             Nature of Restrictions.  Restricted Stock Awards shall be subject to
such restrictions, including Performance Measures, as the Committee may impose
(including, without limitation, any limitation on the right to vote a Share of
Restricted Stock or the right to receive any dividend or other right or
property with respect thereto), which restrictions may lapse separately or in
combination at such time or times, in such installments or otherwise as the
Committee may deem appropriate.  Subject
to the Committee’s authority under Section 6(C)(3) below, the minimum
Restriction Period with respect to a Restricted Stock Award that is subject to
restrictions that are Performance Measures shall be one (1) year, and the
minimum Restriction Period with respect to a Restricted Stock Award that is
subject to restrictions that are not Performance Measures shall be three (3) years.  The Committee may, as of the Date of Grant,
designate an Award of Restricted Stock that is subject to Performance Measures
as a Qualified Performance-Based Award.


 


2.             Stock Certificates.  Restricted Stock Awards granted under the
Plan shall be evidenced by the issuance of a stock certificate(s), which shall
be held by the Corporation.  Such
certificate(s) shall be registered in the name of the Award Recipient and
shall bear an appropriate legend which refers to the restrictions applicable to
such Restricted Stock Award. 
Alternatively, shares of Restricted Stock under the Plan may be recorded
in book entry form.


 


3.             Forfeiture; Delivery of Shares.  Except as may be otherwise provided in an
Award Agreement, upon an Award Recipient’s Termination of Employment (as
determined under criteria established by the Committee) during the applicable
Restriction Period, all Shares of Restricted Stock shall be immediately
forfeited and revert to the Corporation; provided,
however, that the 


 


12

















 


Committee may waive, in
whole or in part, any or all remaining restrictions applicable to the
Restricted Stock Award.  Shares
comprising any Restricted Stock Award held by the Corporation that are no
longer subject to restrictions shall be delivered to the Award Recipient (or
his or her Beneficiary) promptly after the applicable restrictions lapse or are
waived.


 


D.            Restricted Stock Unit Awards.  The Committee may grant Awards of Restricted
Stock Units to Eligible Individuals, subject to Section 8 hereof and such
other terms and conditions, not inconsistent with the provisions of the Plan,
as the Committee shall determine to be appropriate.  A Restricted Stock Unit shall represent an
unfunded, unsecured right to receive one Share or cash equal to the Fair Market
Value of a Share.


 


1.             Nature
of Restrictions.  Restricted Stock Unit Awards shall be subject
to such restrictions, including Performance Measures, as the Committee may
impose, which restrictions may lapse separately or in combination at such time
or times, in such installments or otherwise as the Committee may deem
appropriate.  Subject to the Committee’s
authority under Section 6(D)(3) below, the minimum Restriction Period
with respect to a Restricted Stock Unit Award that is subject to restrictions
that are Performance Measures shall be one (1) year, and the minimum
Restriction Period with respect to a Restricted Stock Unit Award that is
subject to restrictions that are not Performance Measures shall be three (3) years.  The Committee may, as of the Date of Grant,
designate an Award of Restricted Stock as a Qualified Performance-Based Award.


 


2.             Rights as a Stockholder.  An Eligible Individual to whom Restricted
Stock Units are granted shall not have any rights of a stockholder of the
Corporation with respect to the Share represented by the Restricted Stock Unit
Award.  If so determined by the
Committee, in its sole and absolute discretion, Restricted Stock Units may
include a dividend equivalent right, pursuant to which the Award Recipient will
either receive cash amounts (either paid currently or on a contingent basis)
equivalent to the dividends and other distributions payable with respect to the
number of Shares represented by the Restricted Stock Units, or additional
Restricted Stock Units with a Fair Market Value equal to such dividends and
other distributions, as specified in the Award Agreement.  Dividend equivalent rights that the Committee
determines are subject to Section 409A of the Code shall be paid or
settled in accordance with Section 8 hereof.


 


3.             Forfeiture/Settlement.  Except as may be otherwise provided in an
Award Agreement, upon an Award Recipient’s Termination of Employment (as
determined under criteria established by the Committee) during the applicable
Restriction Period, all Restricted Stock Units shall be immediately forfeited; provided, however, that the Committee may
waive, in whole or in part, any or all remaining vesting requirements or
restrictions applicable to the Restricted Stock Unit Award.  Subject to Section 11(D) hereof, an Award of
Restricted Stock Units shall be settled in Shares as and when the Restricted
Stock Units vest or at a later time permitted under Section 8 hereof and
specified by the Committee in the Award Agreement.


 


13

















 


E.             Performance
Awards.  The
Committee may grant Performance Awards (designated as Qualified
Performance-Based Awards or not) to Eligible Individuals in accordance with the
provisions of this Section 6(E), subject to Section 8 hereof and such
additional terms and conditions, not inconsistent with the provisions of the
Plan, as the Committee shall determine to be appropriate.  A Performance Award granted under the Plan (i) may
be denominated or payable in cash, Shares (including, without limitation,
Restricted Shares), other securities, other Awards, or other property, and (ii) shall
confer on the Award Recipient the right to receive a dollar amount or number of
Shares upon the attainment of Performance Measures during any Performance
Period, as established by the Committee. 
Subject to the terms of the Plan and any applicable Award Agreement, the
Performance Measures to be achieved during any Performance Period, the length
of any Performance Period and the amount of any payment or number of Shares in
respect of a Performance Award shall be determined by the Committee.


 


F.             Other
Stock-Based Awards.  The Committee may grant Other Stock-Based
Awards to Eligible Individuals in accordance with the provisions of this Section 6(F),
subject to Section 8 hereof and such other additional terms and
conditions, including Performance Measures, not inconsistent with the
provisions of the Plan, as the Committee shall determine.  Other Stock-Based Awards may be denominated
or payable in, valued in whole or in part by reference to, or otherwise based on
or related to, Shares (including, without limitation, securities convertible
into Shares), as are deemed by the Committee to be consistent with the purpose
of the Plan.


 


G.            General.  Except as otherwise specified in
the Plan or an applicable Award Agreement, the following provisions shall apply
to Awards granted under the Plan:


 


1.             Consideration
for Awards.  Other than the payment of the exercise price
or grant price in connection with the exercise of an Option or Stock
Appreciation Right, Awards shall be made without monetary consideration or for
such minimal monetary consideration as may be required by applicable law.  In no event may any Option
or Stock Appreciation Right granted under this Plan be amended, other than
pursuant to Section 3(D), to decrease the exercise or grant price thereof,
be cancelled in conjunction with the grant of any new Option or Stock
Appreciation Right with a lower exercise or grant price, or otherwise be
subject to any action that would be treated, for accounting purposes, as a “repricing”
of such Option or Stock Appreciation Right, unless such amendment,
cancellation, or action is approved by the Corporation’s stockholders.


 


2.             Forms of Payment under Awards.  Subject to the terms of the Plan and of any
applicable Award Agreement, payments or transfers of Shares to be made by the
Corporation or an Affiliate upon the grant, exercise or satisfaction of an
Award may be made in such form or forms as the Committee shall determine
(including, without limitation, cash, Shares, other securities, other Awards or
other property or any combination thereof), and may be made in a single payment
or transfer, or in installments, and may be made upon vesting or such 


 


14

















 


later date permitted under Section 8
hereof and specified in the applicable Award Agreement, and, in each case, in
accordance with rules and procedures established by the Committee.  Such rules and procedures may include,
without limitation, provisions for the payment or crediting of reasonable
interest on installment or deferred payments.


 


3.             Limits on Transfer of Awards.  No Award and no right under any such Award
shall be transferable by an Award Recipient otherwise than by will or by the
laws of intestacy; provided, however,
that, an Award Recipient may, in the manner established by the Committee,
designate a Beneficiary to exercise the rights of the Award Recipient and to
receive any property distributable with respect to any Award upon the death of
the Award Recipient.  Each Award or right
under any Award shall be exercisable during the Award Recipient’s lifetime only
by the Award Recipient or, if permissible under applicable law, by the Award
Recipient’s guardian or legal representative. 
No Award or right under any such Award may be pledged, alienated,
attached or otherwise encumbered, and any purported pledge, alienation,
attachment or encumbrance thereof shall be void and unenforceable against the
Corporation or any Affiliate.


 


4.             Term of Awards.  Subject to any specific provisions of the
Plan, the term of each Award shall be for such period as may be determined by
the Committee.


 


5.             Securities Law Restrictions.  All certificates for Shares or other
securities delivered under the Plan pursuant to any Award or the exercise thereof
shall be subject to such restrictions as the Committee may deem advisable under
the Plan, or the rules, regulations and other requirements of the Securities
and Exchange Commission, the New York Stock Exchange, any other exchange on
which Shares may be eligible to be traded or any applicable federal or state
securities laws, and the Committee may cause a legend or legends to be placed
on any such certificates to make appropriate reference to such restrictions.


 


6.             Deferring
Awards.  Under no circumstances may an
Award Recipient elect to defer, until a time or times later than the exercise
of an Option or a Stock Appreciation Right or the settlement or distribution of
Shares or cash in respect of other Awards, receipt of all or a portion of the
Shares or cash subject to such Award, or dividends and dividend equivalents
payable thereon.


 


SECTION 7 

QUALIFIED PERFORMANCE-BASED AWARDS


 


A.            Section 162(m) Exemption.  The provisions of this Plan
are intended to ensure that all Options and Stock Appreciation Rights granted
hereunder to any Award Recipient who is or may be a “covered employee” (within
the meaning of Section 162(m)(3) of the Code) or otherwise subject to
Section 162(m) in the tax year in which such Option or Stock
Appreciation Right is expected to be deductible to the Corporation qualify for
the Section 162(m) Exemption, and all such Awards shall therefore be 


 


15

















 


considered Qualified
Performance-Based Awards and this Plan shall be interpreted and operated
consistent with that intention (including, without limitation, to require that
all such Awards be granted by a committee composed solely of members who
satisfy the requirements for being “outside directors” for purposes of the Section 162(m) Exemption
(“Outside Directors”)).  When
granting any Award other than an Option or Stock Appreciation Right, the
Committee may designate such Award as a Qualified Performance-Based Award,
based upon a determination that (i) the recipient is or may be a “covered
employee” (within the meaning of Section 162(m)(3) of the Code) or
otherwise subject to Section 162(m) with respect to such Award, and (ii) the
Committee wishes such Award to qualify for the Section 162(m) Exemption,
and the terms of any such Award (and of the grant thereof) shall be consistent
with such designation (including, without limitation, that all such Awards be
granted by a committee composed solely of Outside Directors).


 


B.            Limitation on Amendment.  Each Qualified Performance-Based Award (other
than an Option or Stock Appreciation Right) shall be earned, vested and payable
(as applicable) only upon the achievement of one or more Performance Measures,
together with the satisfaction of any other conditions, such as continued
employment, as the Committee may determine to be appropriate, and no Qualified
Performance-Based Award may be amended, nor may the Committee exercise any
discretionary authority it may otherwise have under this Plan with respect to a
Qualified Performance-Based Award, in any manner that would cause the Qualified
Performance-Based Award to cease to qualify for the Section 162(m) Exemption;
provided, however, that (i) the
Committee may provide, either in connection with the grant of the applicable
Award or by amendment thereafter, that achievement of such Performance Measure
will be waived upon the death or Disability of the Award Recipient (or under
any other circumstance with respect to which the existence of such possible
waiver will not cause the Award to fail to qualify for the Section 162(m) Exemption),
and (ii) any rights to vesting or accelerated payment on a Change of
Control shall apply notwithstanding this Section 7(B).


 


C.            Maximum
Cash Award.  For purposes of the Section 162(m) Exemption,
the maximum amount of compensation payable with respect to an Award granted
under the Plan to any Award Recipient who is a “covered employee” (as defined
in Section 162(m) of the Code) that is denominated as a dollar amount
will not exceed $5,000,000 for any calendar year.


 


D.            Limitation on Action by the
Full Board.  The full
Board shall not be permitted to exercise authority granted to the Committee to
the extent that the grant or exercise of such authority would cause an Award
designated as a Qualified Performance-Based Award not to qualify for, or to
cease to qualify for, the Section 162(m) Exemption.


 


16

















 


SECTION 8 

SECTION 409A OF THE CODE


 


It is the intention of the
Corporation that no Award shall be “deferred compensation” subject to Section 409A
of the Code, unless and to the extent that the Committee specifically
determines otherwise, and the Plan and the terms and conditions of all Awards
shall be interpreted accordingly.  If the
Committee determines that an Award is subject to Section 409A of the Code,
then the Award shall be paid or settled only upon the Award Recipient’s death,
Disability, or Separation from Service, or upon a Change of Control, or upon
such date(s) or pursuant to a schedule designated by the Committee, as
specified in the applicable Award Agreement, subject to the following
provisions:


 


1.             Delay for Specified
Employees. 
Notwithstanding any provision of this Plan or the terms of an Award
Agreement to the contrary, an Award that is granted to a Specified Employee and
that is to be paid or settled upon such Specified Employee’s Separation from
Service shall not be paid or settled prior to the earlier of (i) the first
business date following six months after the date of such Specified Employee’s
Separation from Service or (ii) the Specified Employee’s death.


 


2.             Distribution
in the Event of Income Inclusion Under Code Section 409A.  If an Award fails to meet the
requirements of Section 409A of the Code, the Award Recipient may receive
payment in connection with the Award before the Award would otherwise be paid,
provided, however, that the amount paid to the Award Recipient shall not exceed
the lesser of: (i) the amount payable under such Award, or (ii) the
amount to be reported pursuant to Section 409A of the Code on the applicable
Form W-2 (or Form 1099) as taxable income to the Award Recipient.


 


3.             Distribution Necessary to
Satisfy Applicable Tax Withholding.  If the Corporation is required to withhold
amounts to pay the Award Recipient’s portion of the Federal Insurance Contributions
Act (FICA) tax imposed under Code Sections 3101, 3121(a) or 3121(v)(2) with
respect to an amount that is or will be paid to the Award Recipient under the
Award before the amount otherwise would be paid, the Committee may withhold an
amount equal to the lesser of: (i) the amount payable under such Award, or
(ii) the aggregate of the FICA taxes imposed and the income tax
withholding related to such amount.


 


4.             Delay in Payments Subject to
Code Section 162(m).  In
the event the Corporation reasonably anticipates that the payment of benefits
under an Award would result in the loss of the Corporation’s Federal income tax
deduction with respect to such payment due to the application of Code Section 162(m),
the Committee may delay the payment of all such benefits under the Award until (i) the
first taxable year in which the Corporation reasonably anticipates, or should
reasonably anticipate, that if the payment were made during such year, the
deduction of such payment would not be barred by application of Code Section 


 


17

















 


162(m) or (ii) during the period beginning
with the date of the Award Recipient’s Separation from Service (or, for
Specified Employees, the date which is six (6) months after the date of
the Award Recipient’s Separation from Service) and ending on the later of (A) the
last day of the taxable year of the Corporation which includes such date or (B) the
15th day of the third month following the date of the Award Recipient’s
Separation from Service (or, for Specified Employees, the date which is six (6) months
after the date of the Award Recipient’s Separation from Service).


 


5.             Delay for Payments in
Violation of Federal Securities Laws or Other Applicable Law.  In the event the Corporation reasonably
anticipates that the payment of benefits under an Award would violate Federal
securities laws or other applicable law, the Committee may delay the payment
until the earliest date at which the Corporation reasonably anticipates that
making of such payment would not cause such violation.


 


6.             Delay for Insolvency or
Compelling Business Reasons.  In the event the Corporation determines that
the making of any payment of benefits on the date specified under an Award
would jeopardize the ability of the Corporation to continue as a going concern,
the Committee may delay the payment of benefits until the first calendar year
in which the Corporation notifies the Committee that the payment of benefits
would not have such effect.


 


7.             Administrative Delay in Payment.  In the case of administrative necessity, the
payment of benefits under an Award may be delayed up to the later of the last
day of the calendar year in which payment would otherwise be made or the 15th
day of the third calendar month following the date on which payment would
otherwise be made.  Further, if, as a
result of events beyond the control of the Award Recipient (or following the
Award Recipient’s death, the Award Recipient’s Beneficiary), it is not
administratively practicable to calculate the amount of benefits due to the
Award Recipient as of the date on which payment would otherwise be made, the
payment may be delayed until the first calendar year in which calculation of
the amount is administratively practicable.


 


8.             No Award Recipient Election.  Notwithstanding the foregoing provisions, if
the period during which payment of benefits under an Award will be made occurs,
or will occur, in two calendar years, the Award Recipient shall not be
permitted to elect the calendar year in which the payment shall be made.


 


SECTION 9


WITHHOLDING OF TAXES


 


The Corporation will, if required by applicable law,
withhold the minimum statutory amount of Federal, state and/or local
withholding taxes no later than the date as of which an amount first becomes includible
in the gross income of an Award Recipient for Federal, state, local or foreign
income or employment or other tax. 
Unless otherwise provided in the applicable Award Agreement, each Award
Recipient may 


 


18

















 


satisfy any such tax
withholding obligation by any of the following means, or by a combination of
such means:  (i) a cash payment; (ii) by
delivery to the Corporation of already-owned Shares which have been held by the
individual for at least six (6) months having a Fair Market Value, as of
the Tax Withholding Date, sufficient to satisfy the amount of the withholding
tax obligation arising from an exercise or vesting of an Award; (iii) by
authorizing the Corporation to withhold from the Shares otherwise issuable to
the individual pursuant to the exercise or vesting of an Award, a number of
shares having a Fair Market Value, as of the Tax Withholding Date, which will
satisfy the amount of the withholding tax obligation; or (iv) by a
combination of such methods of payment. 
If the amount requested is not paid, the Corporation may refuse to
satisfy the Award.  The obligations of
the Corporation under the Plan shall be conditional on such payment or
arrangements, and the Corporation and its Affiliates shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment
otherwise due to such Award Recipient. 
The Committee may establish such procedures as it deems appropriate,
including making irrevocable elections, for the settlement of withholding
obligations with Shares.


 


SECTION 10


AMENDMENT AND TERMINATION


 


A.            Amendments to and
Termination of the Plan.  The
Committee or the Board may amend, alter, or discontinue the Plan at any time by
written resolution, but no amendment, alteration or discontinuation shall be
made which would materially impair the rights of the Award Recipients with
respect to a previously granted Award without such Award Recipient’s consent,
except such an amendment made to comply with applicable law, including without
limitation Section 409A of the Code, stock exchange rules or
accounting rules.  In addition, no such
amendment shall be made without the approval of the Corporation’s stockholders
to the extent such approval is required by applicable law (including Section 422
of the Code) or the listing standards of the applicable stock exchange.


 


B.            Amendments to Awards.  Subject to Section 6(G)(1), the
Committee may unilaterally amend the terms of any Award theretofore granted,
but no such amendment shall cause a Qualified Performance-Based Award to cease
to qualify for the Section 162(m) Exemption or, without the Award
Recipient’s consent, materially impair the rights of any Award Recipient with
respect to an Award, except such an amendment made to cause the Plan or Award
to comply with applicable law, stock exchange rules or accounting
rules.  Furthermore, no amendment may be
made to a NQSO Award or a SAR Award which would cause the exercise price or the
grant price (as applicable) to be less than 100% of the Fair Market Value of
one Share as of the Date of Grant except as provided in Section 3(D).


 


C.            Payment of Benefits Upon
Termination of Plan.  Upon
termination of the Plan, the Corporation may settle any outstanding Award that
is not subject to Code Section 409A as soon as is practicable following
such termination and may settle any outstanding Award that is subject to Code Section 409A
in accordance with one of the following:


 


19

















 


1.             the termination and liquidation
of the Plan within twelve (12)  months of
a complete dissolution of the Corporation taxed under Section 331 of the
Code or with the approval of a bankruptcy court pursuant to 11 U.S.C.
§ 503(b)(1)(A); provided that the amounts deferred under this Plan are
included in the Participants’ gross incomes in the latest of the following
years (or, if earlier, the taxable year in which the amount is actually or
constructively received): (i) the calendar year in which the Plan is
terminated; (ii) the first calendar year in which the amount is no longer
subject to a substantial risk of forfeiture; or (iii) the first calendar
year in which the payment is administratively practicable.


 


2.             the termination and
liquidation of the Plan pursuant to irrevocable action taken by the Committee
or the Corporation within the thirty (30) days preceding or the twelve (12)
months following a Change of Control; provided that all Aggregated Plans are
terminated and liquidated with respect to each Participant that experienced the
Change of Control, so that under the terms of the termination and liquidation,
all such Participants are required to receive all amounts of deferred
compensation under this Plan and any other Aggregated Plans within twelve (12)
months of the date the Committee or the Corporation irrevocably takes all
necessary action to terminate and liquidate this Plan and the Committee or the
Corporation, as the case may be, takes all necessary action to terminate and
liquidate such other Aggregated Plans;


 


3.             the termination and
liquidation of the Plan, provided that: (i) the termination and
liquidation does not occur proximate to a downturn in the Corporation’s
financial health; (2) the Committee or the Corporation, as the case may
be, terminates and liquidates all Aggregated Plans; (3) no payments in
liquidation of this Plan are made within twelve (12) months of the date the
Committee or the Corporation irrevocably takes all necessary action to
terminate and liquidate this Plan, other than payments that would be payable
under the terms of this Plan if the action to terminate and liquidate this Plan
had not occurred; (4) all payments are made within twenty four (24) months
of the date on which the Committee or the Corporation irrevocably takes all
action necessary to terminate and liquidate this Plan; and (5) the
Corporation does not adopt a new Aggregated Plan at any time within three (3) years
following the date on which the Committee or the Corporation irrevocably takes
all action necessary to terminate and liquidate the Plan.


 


SECTION 11


MISCELLANEOUS PROVISIONS


 


A.            Conditions for Issuance.  The Committee may require each person
purchasing or receiving Shares pursuant to an Award to represent to and agree
with the Corporation in writing that such person is acquiring the Shares
without a view to the distribution thereof. 
The certificates for such Shares may include any legend which the
Committee deems appropriate to reflect any restrictions on transfer.  Notwithstanding any other provision of the
Plan or Award Agreements made pursuant thereto, with


 


20






 












 


respect to any Award other
than an Award that is subject to Code Section 409A, the Corporation shall
not be required to issue or deliver any certificate or certificates for Shares
under the Plan prior to fulfillment of all of the following conditions:  (i) listing or approval for listing upon
notice of issuance, of such Shares on the applicable stock exchange; (ii) any
registration or other qualification of such Shares of the Corporation under any
state or Federal law or regulation, or the maintaining in effect of any such
registration or other qualification which the Committee shall, in its absolute
discretion upon the advice of counsel, deem necessary or advisable; and (iii) obtaining
any other consent, approval, or permit from any state or Federal governmental
agency which the Committee shall, in its absolute discretion after receiving
the advice of counsel, determine to be necessary or advisable, and, with
respect to any Award that is subject to Code Section 409A, the Corporation
shall not be required to issue or deliver any certificate or certificates for
Shares under the Plan if the Corporation reasonably anticipates that such
issuance or delivery would violate applicable Federal securities laws or other
applicable law, provided the Corporation issues or delivers the Shares at the
earliest date on which the Corporation reasonably anticipates that such
issuance or delivery would not cause such violation.


 


B.            Additional Compensation
Arrangements.  Nothing
contained in the Plan shall prevent the Corporation or any Subsidiary or
Affiliate from adopting other or additional compensation arrangements for its
employees.  Participation
in the Plan shall not affect an individual’s eligibility to participate in any
other benefit or incentive plan of the Corporation.


 


C.            No Contract of Employment or
Rights to Awards.  The Plan
shall not constitute a contract of employment, and adoption of the Plan shall
not confer upon any employee any right to continued employment, nor shall it
interfere in any way with the right of the Corporation or any Subsidiary or
Affiliate to terminate the employment of any employee at any time. No employee or other person shall have any claim or right to receive an
Award under the Plan.  Receipt of an
Award shall not confer upon the Award Recipient any rights of a stockholder
with respect to any Shares subject to such Award except as specifically
provided in the Agreement relating to the Award.


 


D.            Limitation on Dividend
Reinvestment and Dividend Equivalents.  Reinvestment of dividends in additional
Restricted Stock at the time of any dividend payment, and the reinvestment of
dividend equivalent rights in additional Restricted Stock Units payable in
Shares shall only be permissible if sufficient Shares are available under Section 3
for such reinvestment or payment (taking into account then outstanding
Awards).  In the event that sufficient
Shares are not available, such reinvestment of dividends and dividend
equivalent rights shall be made in the form of a grant of Restricted Stock
Units equal in number to the Shares that would have been obtained by such
reinvestment and the terms of which Restricted Stock Units shall provide for
settlement in cash.


 


E.             Subsidiary Employees.  In the case of a grant of an Award to any
employee of a Subsidiary of the Corporation, the Corporation may, if the
Committee so directs, issue or transfer the Shares, if any, covered by the
Award to the Subsidiary, for 


 


21

















 


such lawful consideration as
the Committee may specify, upon the condition or understanding that the
Subsidiary will transfer the Shares to the employee in accordance with the
terms of the Award specified by the Committee pursuant to the provisions of the
Plan.  All Shares underlying Awards that
are forfeited or canceled shall revert to the Corporation.


 


F.             Governing Law and
Interpretation.  The Plan and all Awards made and
actions taken thereunder shall be governed by and construed in accordance with
the laws of the State of Delaware, without reference to principles of conflict
of laws, except to the extent preempted by Federal law.  To the extent that any Award is subject to
Code Section 409A, the terms of the Award Agreement and this Plan shall be
construed and interpreted in accordance with Code Section 409A and the
Regulations and interpretative guidance promulgated thereunder.  The captions of this Plan are not part of the
provisions hereof and shall have no force or effect.


 


G.            Foreign Employees and
Foreign Law Considerations.  The Committee may grant Awards to Eligible
Individuals who are foreign nationals, who are located outside the United
States  or who are not compensated
from a payroll maintained in the United States, or who are otherwise subject to
(or could cause the Corporation to be subject to) legal or regulatory
provisions of countries or jurisdictions outside the United States, on such
terms and conditions different from those specified in the Plan as may, in the
judgment of the Committee, be necessary or desirable to foster and promote achievement
of the purposes of the Plan, and, in furtherance of such purposes, the
Committee may make such modifications, amendments, procedures, or subplans as
may be necessary or advisable to comply with such legal or regulatory
provisions.


 


H.            Expenses.  The expenses of the Plan shall be
borne by the Corporation.


 


I.              Acceptance
of Terms.  By accepting an Award under the Plan or
payment pursuant to any Award, each Award Recipient, legal representative and
Beneficiary shall be conclusively deemed to have indicated his or her
acceptance and ratification of, and consent to, any action taken under the Plan
by the Committee or the Corporation.  A
breach by any Award Recipient, his or her Beneficiary(ies), or legal
representative, of any restrictions, terms or conditions contained in the Plan,
any Award Agreement, or otherwise established by the Committee with respect to
any Award will, unless waived in whole or in part by the Committee, cause a
forfeiture of such Award.


 


SECTION 12


EFFECTIVE AND TERMINATION


 


The Comerica Incorporated 2006 Amended and Restated
Long-Term Incentive Plan was originally adopted by the Board on March 28,
2006, was effective on May 16, 2006, the date of stockholder approval, and
was subsequently amended and restated effective November 14, 2006 and
again amended and restated effective December 31, 2008.  This Comerica Incorporated 2006 Amended and
Restated Long-Term Incentive Plan was adopted by the Board and approved by the
Governance, Compensation and Nominating Committee on February 16, 2010, as
an amendment and restatement of the 


 


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prior version of the
Plan, and will be effective on the date that it is approved by at least a
majority of the shares of the Corporation present and entitled to vote, at a
meeting of the Corporation’s stockholders at which there is a quorum (the “Effective
Date”).  The Plan will terminate on
the tenth (10th) anniversary of the Effective Date,
unless earlier terminated in accordance with Section 10.  Awards outstanding as of the date of
termination of the Plan shall not be affected or impaired by the termination of
the Plan.


 


Prior Plan Versions:


 


Compensation Committee/Governance,
Compensation and Nominating Committee Approved: 
February 22, 2006 (Original Plan); Prior
Amendments and Restatements were Approved November 14, 2006; and November 18,
2008 (effective December 31, 2008).


 


Board Approved:  March 28, 2006 (Original
Plan); Prior Amendments and Restatements were Approved November 14, 2006;
and November 18, 2008 (effective December 31, 2008).


 


Stockholders Approved:  May 16, 2006 (Original
Plan).


 


This 2010 Amendment and
Restatement:


 


Governance, Compensation and
Nominating Committee Approved: February 16, 2010.


 


Board Approved:  February 16, 2010.


 


Stockholders Approved:  April 27, 2010


 


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EXHIBIT A


 


CHANGE OF CONTROL


 


A.            For the purpose of this
Plan, a “Change of Control” shall mean:


 


1.             The acquisition by any individual, entity
or group (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or
more of either (i) the then outstanding shares of common stock of the
Corporation (the “Outstanding Corporation
Common Stock”) or (ii) the combined voting power of the then
outstanding voting securities of the Corporation entitled to vote generally in
the election of directors (the “Outstanding
Corporation Voting Securities”); provided,
however, that for purposes of this subsection 1, the following
acquisitions shall not constitute a Change of Control:  (i) any acquisition directly from the
Corporation, (ii) any acquisition by the Corporation, (iii) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Corporation or any corporation controlled by the Corporation
or (iv) any acquisition by any corporation pursuant to a transaction which
complies with clauses (i), (ii) and (iii) of subsection A.3. of this Exhibit A;
or


 


2.             Individuals who, as of the date hereof,
constitute the Corporation’s Board of Directors (the “Incumbent Board”) cease for any reason to
constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the
date hereof whose election, or nomination for election by the Corporation’s
stockholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies
or consents by or on behalf of a Person other than the Board; or


 


3.             Consummation of a reorganization, merger
or consolidation or sale or other disposition of all or substantially all of
the Corporation’s assets (a “Business
Combination”), in each case, unless, following such Business
Combination, (i) all or substantially all of the individuals and entities
who were the beneficial owners, respectively, of the Outstanding Corporation
Common Stock and Outstanding Corporation Voting Securities immediately prior to
such Business Combination beneficially own, directly or indirectly, more than
50% of, respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities entitled to
vote generally in the election of directors, as the case may be, of the company
resulting from such Business 


 


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Combination (including, without limitation, a
corporation which as a result of such transaction owns the Corporation or all
or substantially all of the Corporation’s assets either directly or through one
or more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding Corporation
Common Stock and Outstanding Corporation Voting Securities, as the case may be,
(ii) no Person (excluding any corporation resulting from such Business
Combination or any employee benefit plan (or related trust) of the Corporation
or such corporation resulting from such Business Combination) beneficially
owns, directly or indirectly, 20% or more of, respectively, the then
outstanding shares of common stock of the company resulting from such Business
Combination or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership existed
prior to the Business Combination and (iii) at least a majority of the
members of the board of directors of the company resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board, providing for such
Business Combination; or


 


4.             Approval by the Corporation’s
stockholders of a complete liquidation or dissolution of the Corporation.


 


B.            With respect to any Award
subject to Section 409A of the Code, the above definition of “Change of
Control” shall mean:


 


1.             any one person, or more than one person
acting as a group, acquires ownership of stock of the Corporation that,
together with stock held by such person or group, constitutes more than 50% of
the total fair market value or total voting power of the stock of the
Corporation;


 


2.             any one person, or more than one person
acting as a group, acquires (or has acquired during any twelve (12) month
period) ownership of stock of the Corporation possessing 30% or more of the
total voting power of the stock of the Corporation;


 


3.             a majority of the members of the Board is
replaced during any twelve (12) month period by directors whose appointment is
not endorsed by a majority of the members of the Board before the date of the
appointment or election; or


 


4.             any one person, or more than one person
acting as a group, acquires (or has acquired during any twelve (12) month
period) assets from the Corporation that have a total gross fair market value
equal to or more than 40% of the total gross fair market value of all of the
assets of the Corporation immediately before such acquisition or acquisitions.


 


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The determination of whether a Change of Control has
occurred under this Section B of Exhibit A shall be made by the
Committee in accordance with the provisions of Code Section 409A and the
Regulations promulgated thereunder.


 


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