EX-10.67



 






Exhibit 10.67




NATIONAL CITY CORPORATION

Stock Option Agreement – Non-Incentive Stock Option



     WHEREAS, the individual identified as Optionee (“Optionee”) on the cover sheet that
is attached hereto and hereby made a part hereof (“Cover Sheet”) is an officer and key employee of
National City Corporation (hereinunder called the “Corporation”) or of a Subsidiary; and



     WHEREAS, the execution of an Option Agreement in the form hereof has been duly authorized by a
resolution of the Compensation and Organization Committee (hereinafter called the “Committee”) of
the Board of Directors of the Corporation (hereinafter called the “Board”) duly adopted on the date
listed on the Cover Sheet as “Grant Date”;



     NOW, THEREFORE, the Corporation hereby grants to the Optionee, pursuant to the National City
Corporation Long-Term Cash and Equity Incentive Plan, Effective April 6, 2004 (hereinafter called
the “Plan”) as indicated on the Cover Sheet hereto, (i) an Option (hereinafter called the
“Option”) to purchase the number of shares of its common stock, par value $4.00 per share (“Common
Stock”) listed on the Cover Sheet as “Shares Granted”, at the per share exercise price set forth on
the Cover Sheet as the “Option Price” and (ii) Additional Options (the “Additional Options”) to
purchase the number of shares of Common Stock equal to the number of shares of already owned Common
Stock delivered by the Optionee as payment of the exercise price upon exercise of the Option or
portion thereof and/or the number of shares of Common Stock tendered or relinquished as payment of
the amount to be withheld under applicable federal, state and local tax laws (at withholding rates
not to exceed the minimum applicable statutory tax withholding rates) in connection with the
exercise of the Option or portion thereof at a per share exercise price (“Additional Option Price”)
equal to the Market Value per Share on the date the Optionee exercises the Option or portion
thereof and agrees to cause certificates for any shares purchased hereunder to be delivered to the
Optionee upon receipt of payment of the Option Price, all subject, however, to the terms and
conditions of the Plan and as hereafter set forth.



     1. (a) The Option (until terminated as hereinafter provided) shall be exercisable only to the
extent of one-fourth of the Shares Granted after the Optionee shall have been in the continuous
employ of an Employer for one full year from the Grant Date, a second one-fourth of the Shares
Granted after the Optionee shall have been in continuous employ of an Employer for two full years
from the Grant Date, a third one-fourth of the Shares Granted after the Optionee shall have been in
continuous employ of an Employer for three full years from the Grant Date and shall be fully
exercisable after the Optionee shall have been in the continuous employ of an Employer for four
full years from the Grant Date; provided, however, that the Option (until terminated as hereinafter
provided) shall become immediately fully exercisable upon the occurrence of any of the following:



     (i) in the event of a Change in Control as defined in Section 14 of this Option Agreement;



     (ii) the Optionee ceases to be an employee of the Employers by reason of the Optionee’s death
or retirement at or after the age of 62 with 20 or more years of service or retirement at or after
the age 65 with 5 or more years of service;



     (iii) the Optionee ceases to be an employee of the Employers by reason of an action initiated
by an Employer and where the Optionee’s termination of employment is determined by the Corporation
to be a negotiated termination (“Negotiated Termination”).




     (b) To the extent exercisable, the Option may be exercised in whole or in part from time to
time, so long as the number of shares exercised satisfies a minimum that the Corporation may
establish from time to time.



     (c) For the purposes of this Option Agreement “Cause” means that, prior to any termination,
the Optionee shall have committed:



     (i) an intentional act of fraud, embezzlement or theft in connection with his duties or in
the course of his employment with the Employers;



     (ii) an intentional wrongful damage to property of Employers; or



     (iii) an intentional wrongful disclosure of secret processes or confidential information of
any of the Employers.



     (d) For purposes of this Option Agreement, no act or failure to act on the part of the
Optionee shall be deemed “intentional” if it was due primarily to an error in judgment or
negligence, but shall be deemed “intentional” only if done or omitted to be done by the Optionee
not in good faith and without reasonable belief that his action or omission was in the best
interest of the Employers.



          2. The Option shall terminate on the earliest of the following dates:




          (a) three years after the death of the Optionee;




          (b) ten years from the Grant Date, if the Option is exercisable under any of the provisions of
Section 1 hereof and if the Optionee ceases to be an employee of the Employers by reason of
retirement at or after the age of 55 with 10 or more years of service or after the age of 65 with 5
or more years of service;




          (c) immediately, upon the termination of employment of the Optionee with the Employers for any
reason other than death as set forth in Subsection 2(a), retirement as set forth in Subsection 2(b)
or a Negotiated Termination as set forth in Subsection 2(d), if such termination arises prior to a
Change in Control;




Page 1









 








          (d) 90 days from the termination of employment of the Optionee with the Employers by reason
of a Negotiated Termination” if (i) Subsection 2(b) is not applicable and (ii) the termination
of employment occurs prior to a Change in Control;




          (e) ten years from the Grant Date; or




          (f) in the event the Optionee shall intentionally commit an act materially inimical to the
interests of the Employers, and the Committee shall so find, the Option shall terminate at the time
of such act, notwithstanding any other provision of this Option Agreement.




          (g) the Optionee ceases to be an employee of the Employers by reason of a termination for
Cause.




          3. Each Additional Option (until terminated as hereinafter provided) shall be first
exercisable six months following the exercise of the underlying Option or portion thereof;
provided, however, that each Additional Option (until terminated as hereinafter provided) shall
become immediately fully exercisable (i) in the event of a Change in Control as defined in Section
14 of this Option Agreement or (ii) upon the Optionee’s death. To the extent exercisable, the
Additional Option may be exercised in whole or in part from time to time. The Corporation shall
not, however, be required to sell any fractional shares.




          4. Each Additional Option or portion thereof shall terminate on the earliest applicable
termination date of the Option as set forth in Section 2 hereof.




          5. No Additional Option or portion of an Additional Option shall be issued on the exercise of
an Option when such exercise occurs after any termination of active employment of the Optionee with
the Employers.




          6. Nothing contained in this Option Agreement shall confer upon the Optionee 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 Optionee at any time, with or without Cause.




          7. Neither the Option nor the Additional Option is transferable by the Optionee otherwise than
by will or the laws of descent and distribution, and is exercisable during the lifetime of the
Optionee only by the Optionee or by the Optionee’s guardian or legal representative.




          8. (a) In connection with each exercise of the Option or the Additional Option arrangements
satisfactory to the Corporation shall be made by the Optionee for the payment of any withholdings
required by federal, state, local, or foreign income tax laws.




               (b) Subject to the restrictions set forth below, the Optionee is hereby granted the right to
elect to satisfy, in whole or in part, the Optionee’s withholding obligations as required by
federal, state, local, or foreign income tax laws by (i) having the Corporation withhold shares of
Common Stock subject to the Option or the Additional Option having a value equal to or less than
the minimum applicable amounts required to be withheld and/or (ii) delivering to the Corporation
shares of Common Stock owned by the Optionee having a value equal to or less than the minimum
applicable amounts required to be withheld (the “Election”). For purposes of this Subsection 8(b),
the value of shares of Common Stock to be withheld or delivered by the Optionee shall be based upon
the Market Value per Share on the date that the amount of the tax or taxes to be withheld is
determined. Shares of Common Stock withheld pursuant to clause 8(b)(i) will not thereafter be
available for exercise under the Option.



               (c) To exercise the Election, the Optionee (i) must make the Election to have shares withheld
or to deliver already owned shares on the date that the Optionee exercises the Option or the
Additional Option and (ii) must make the Election in writing on a form provided by the Corporation.
The Election is irrevocable by the Optionee and is subject to the disapproval by the Committee.
Additionally, if the Optionee is subject to Section 16(b) of the Securities Act of 1934, as amended
(the “Exchange Act”), the Election is subject to compliance with Section 16 of the Exchange Act and
the rules and regulations promulgated thereunder.



          9. The Option Price or Additional Option Price shall be payable:




          (a) in cash or by check acceptable to the Corporation;




          (b) by exchanging previously acquired shares of Common Stock of equivalent Market Value on the
date of exercise, with a value equal to the total Option Price or Additional Option Price for the
portion of the Option or Additional Option exercised; or




          (c) by a combination of (a) and (b).




          10. The Committee may make such adjustments in the number and kind of shares subject to the
Option or the Additional Option and the price per share as the Committee in its sole discretion,
exercised in good faith, may determine is equitably required to prevent dilution or enlargement of
the rights of the Optionee that otherwise would result from any stock dividend, stock split,
combination of shares, recapitalization or other change in the capital structure of the
Corporation, merger, consolidation, spin-off, reorganization, partial or complete liquidation,
issuance of rights or warrants to purchase securities, or any other corporate transaction or event
having an effect similar to any of the foregoing. No adjustment provided for in this Section shall
require the Employers to sell a fractional share.




          11. Optionee acknowledges and agrees that in the performance of his duties of employment with
the Employers he 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. Optionee also acknowledges and agrees that trade secrets and
Confidential Information of the Employers, as defined in Subsection 11(c) of this Option Agreement,
gained by Optionee during his 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. Optionee further understands, acknowledges and agrees
that the foregoing makes it necessary for the protection of the Employers’ businesses that Optionee
not divert




Page 2









 







business or customers from the Employers and that the Optionee maintain the
confidentiality and integrity of the Confidential Information as hereinafter as defined:





     (a) Optionee agrees that he will not, during his employment by the Employers and for a
period of one year after such employment ends, no matter how terminated (the “Business
Protection Period”):




     (i) directly or indirectly solicit, divert, entice or take away any customers, clients,
businesses, patronage or orders from any customers, clients or businesses with whom the
Optionee has had contact, involvement or responsibility during Optionee’s employment with
the Employers, or attempt to do so, on behalf of any person ( including Optionee), firm,
association, or corporation for the sale of any product or service that is the same, similar
to, or a substitute for, any 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 Optionee has had contact,
involvement or responsibility during Optionee’s employment with the Employers, or attempt to
do so, for the sale of any product or service that is the same, similar to, or a substitute
for, any 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 Optionee has had contact, involvement or responsibility on behalf of any person (
including Optionee), firm, association, or corporation.



Nothing contained in this Subsection 11(a) shall preclude Optionee from accepting employment
with a company, firm, or business that competes with the Employers so long as the Optionee’s
activities do not violate the provisions of clauses 11(a)(i), 11(a)(ii) or 11(a)(iii) above or
any of the provisions of Subsections 11(b) and 11(c) below.




     (b) Optionee agrees that he will not directly or indirectly at any time during or after the
term of this Option Agreement 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. Optionee
further agrees that he will not directly or indirectly at any time during or after the term of
this Option Agreement hire or attempt to hire any employee of the Employers.




     (c) Optionee will keep in strict confidence, and will not, directly or indirectly, at any
time during or after the term of this Option Agreement, disclose, furnish, disseminate, make
available or use (except in the course of performing his 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
Optionee 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 list, 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 Optionee. Optionee specifically acknowledges that the Confidential
Information, whether reduced to writing or maintained in the mind or memory of Optionee and
whether compiled by the Employers and/or Optionee, 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 Optionee’s
employment with the Employers (except in the course of performing his duties of employment with
the Employers) shall constitute a misappropriation of the Employers’ trade secrets. Optionee
further agrees that, at the time of termination of his employment he 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 Optionee for all reasonable damages, costs, attorney’s fees and other
expenses incurred in searching for, taking, removing, and/or recovering such property. If the
Optionee is requested or required (either verbally or in writing) to disclose any Confidential
Information, he shall promptly notify the Employers of this request and he 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
Optionee may furnish only that portion of the Confidential Information that he legally required
to disclose.



Page 3









 





     12. During the Business Protection Period (and for any extended period as provided in Section
13 below) Optionee agrees to communicate the contents of this Option Agreement to any person, firm,
association, or corporation that Optionee intends to be employed by, associated with, or represent.



     13. If it shall be judicially determined that Optionee has violated any of his obligations
under Section 11 of this Option Agreement, then the period applicable to the obligation which he
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.



     14. “Change in Control” shall mean the occurrence of any of the following events:



          (a) The Corporation is merged, consolidated or reorganized into or with another corporation or
other legal person, and as a result of such merger, consolidation or reorganization less than
sixty-five percent of the combined voting power of the then-outstanding securities of such
resulting corporation or person immediately after such transaction are held in the aggregate by the
holders of Voting Stock (as that term is hereafter defined) of the Corporation immediately prior to
such transaction;




          (b) The Corporation sells or otherwise transfers all or substantially all of its assets to
another corporation or other legal person, and as a result of such sale or transfer less than
sixty-five percent of the combined voting power of the then-outstanding Voting Stock of such
corporation or person immediately after such sale or transfer is held in the aggregate by the
holders of Voting Stock of the Corporation immediately prior to such sale or transfer;




          (c) The Corporation files a report or proxy statement with the Securities and Exchange
Commission pursuant to the Exchange Act disclosing in response to Form 8-K or Schedule 14A (or any
successor schedule, form or report or item therein) that a change in control of the Corporation has
occurred or will occur in the future pursuant to any then-existing contract or transaction; or




          (d) If, during any period of two consecutive years, individuals who at the beginning of any
such period constitute the directors of the Corporation cease for any reason to constitute at least
a majority thereof; provided, however, that for purposes of this Subsection (d) each director who
is first elected, or first nominated for election by the Corporation’s stockholders, by a vote of
at least two-thirds of the directors of the Corporation (or a committee thereof) then still in
office who were directors of the Corporation at the beginning of any such period will be deemed to
have been a director of the Corporation at the beginning of such period.




          Notwithstanding the foregoing provisions of Subsections 14(a), 14(b) and 14(c), in the case
where the individuals who constitute the directors of the Corporation at the time a specific
transaction described in Subsection 14(a), 14(b) or 14(c) is first presented or disclosed to the
Board will, by the terms of the definitive agreement for that transaction, constitute a least a
majority of the members of the board of directors of the resulting corporation or person
immediately following such transaction, a “Change in Control” shall not be deemed to have occurred.
A Change in Control shall be deemed to have occurred at the earliest to occur of the events
specified in Subsections (a), (b), (c), or (d) of this Section 14. Any termination of employment by
the Corporation of the Optionee following the commencement of any discussion with a third person
that ultimately results in a Change in Control shall be deemed to be a termination of the Optionee
after a Change in Control for purposes of this Option Agreement.




          15. For purposes of this Option Agreement, the continuous employ of the Optionee with the
Employers shall not be deemed interrupted, and the Optionee shall not be deemed to have ceased to
be an employee of the Employers by reason of the transfer of his employment among the Employers.
Also a leave of absence approved by the Committee for illness, military or governmental service or
other cause shall be considered as employment.




          16. Delivery by the Employers of a certificate or certificates for shares of Common Stock may
be deferred for such reasonable time after payment for such shares as shall be necessary to conform
to any applicable law or governmental regulation relating to the Option, the Additional Option or
to the issuance or delivery of Common Stock on exercise hereof.




          17. Any contrary provision hereof notwithstanding, neither the Option nor the Additional
Option shall be exercisable by, and the Corporation shall not be obligated to sell or deliver any
Common Stock subject thereto, to a resident of any country other than the United States of America
and unless and until such Common Stock and the sale thereof pursuant to the Option or the
Additional Option have been registered or otherwise qualified under applicable state and federal
laws or regulations or confirmation of exemption from such state or federal laws or regulations
shall have been obtained and such registration or qualification or exemption shall continue to be
effective, all as the Corporation shall, in its sole discretion, determine to be necessary or
advisable. The Corporation shall use its best efforts to maintain registration and applicable
qualification of such Common Stock and the sale thereof with the Securities and Exchange Commission
and applicable state regulatory agencies; provided, however, that the Corporation shall have no
obligation to register or qualify such Common Stock under the laws of any non-United States of
America jurisdiction.




          18. Terms used in this Option Agreement that are defined in the Plan are used herein as so
defined.




          19. Optionee acknowledges and agrees that the remedy at law available to the Employers for
breach of any of Optionee’s obligations under this Option Agreement would be inadequate, and agrees
and consents that in addition to any other rights or remedies that the 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 Sections 11 through 13 of this Option Agreement,
without the necessity of proof of actual damage.




          20. If at any time during the Repayment Period (as hereinafter defined) the Optionee





Page 4









 








          (a) violates any of the provisions contained in Sections 11 through 13 of this Option
Agreement, and/or




          (b) Competes with the Employers within the continental United States (the “Restricted
Territory”), then (i) the Option and/or Additional Options granted pursuant to this Option Agreement then
outstanding to the Optionee shall terminate immediately, and (ii) the Optionee shall be required to
immediately reimburse the Corporation in an amount equal to any gain realized by the Optionee
(determined as of the exercise date) with respect to the exercise of the Option, whether in whole
or in part, and/or Additional Options granted pursuant to this Option Agreement within the
Repayment Period. The Optionee agrees that payment will be liquidated damages and is not to be
construed in any manner as a penalty. The “Repayment Period” shall mean a period commencing one
year prior to the Optionee’s last day of active employment by the Employers and ends (i) one year
after the last day of active employment of the Optionee with the Employers or (ii) if the Optionee
receives any severance benefits at the time of Optionee’s separation from active employment
pursuant to any plan or agreement with the Employers, then at the end of any Salary Continuation
Period. For purposes of this Section “Salary Continuation Period” means the period of time during
which Optionee receives a continuation of Optionee’s salary after Optionee’s last day of active
employment or if the Optionee receives a lump sum payment, the number of months following
Optionee’s end of active employment equal to the Optionee’s lump sum payment attributable to salary
divided by the Optionee’s then current monthly salary rounded up to the nearest whole number.




          Optionee and National City agree that the term “compete” or “competing” shall mean any
situation where the Optionee:




          (1) directly or indirectly, provides or is responsible for any products, services or support
with respect to any products, services or support that Optionee provided or was responsible for
providing, directly or indirectly, at any time during his last 3 years of employment with the
Employers or any of the Employers predecessors; and




          (2)
(i) enters into, engages in, becomes an employee of, is retained as an independent contractor
for, or acquires an ownership interest of more than one percent (1%) of any business that competes
with any of Employers’ businesses in the Restricted Territory; or




                (ii) promotes or assists, financially or otherwise, any person, firm, association or
corporation engaged in any business that is the same as, similar to, or a substitute for, any
product or service offered by the Employers’ businesses.




          (c) For the purposes of this Section, Optionee understands and agrees that he will be
competing if he engages in any or all of the activities set forth herein directly as an individual
on his own account, or indirectly, including, but not limited to, as a partner, member, manager,
joint venturer, employee, agent, independent contractor, salesman, consultant, officer and/or
director of any firm, corporation, partnership or company that engages in any or all of the
activities set forth in this Section, or as a equity holder of any entity or corporation that
engages in any or all of the activities set forth in this Section in which Optionee, his spouse, or
parent beneficially owns, directly or indirectly, individually or in the aggregate, more than one
percent (1%) of the outstanding equity.




          21. While the restrictions set forth herein are considered by the parties to be reasonable in
all circumstances, it is recognized that restrictions may fail for reasons unforeseen, and
accordingly it is hereby agreed and declared that if any restrictions shall be adjudged to be void
as going beyond what is reasonable in all the circumstances, but would be valid if the geographical
area or temporal extent were reduced in part, or the range of activities or area dealt with thereby
reduced in scope, such restriction shall apply with such modification as may be necessary to make
it valid and effective.




          22. Optionee acknowledges that Optionee’s obligations under this Option Agreement are
reasonable in the context of the nature of the Employers’ businesses and that competitive injuries
likely to be sustained by the Employers if Optionee violated such obligations. Optionee further
acknowledges that this Option Agreement is made in consideration of, and is adequately supported by
the stock option award, which Optionee acknowledges constitutes new and good, valuable and
sufficient consideration.




          23. The failure of Employers to enforce any provision of this Option 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.




          24. All provisions, terms, conditions, Sections, Subsections, agreements and covenants
(“Provisions”) contained in this Option Agreement are severable and, in the event any one of them
shall be held to be invalid, this Option 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.




          25. It is the Optionee’s responsibility to execute this Option 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, the grant of the Option Rights
covered by this Option Agreement will terminate and this Option Agreement will be null and void.




          26. The Optionee 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 Option Agreement, the administration, enforcement, or
negotiation of this Option Agreement, or the performance of any obligations in respect of this
Option 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 the city of
Cleveland, 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.





Page 5