Exhibit 10.1


 


COMERICA INCORPORATED


NON-EMPLOYEE DIRECTOR


RESTRICTED STOCK UNIT AGREEMENT


 


THIS
AGREEMENT is made as of the           
day of                             ,
20      , by and between Comerica Incorporated, a
Delaware corporation (hereinafter referred to as the “Corporation”), and                                                                     
(hereinafter referred to as the “Director”). 
Any undefined terms appearing herein as defined terms shall have the
same meaning as they do in the Comerica Incorporated Amended and Restated
Incentive Plan for Non-Employee Directors, as amended from time to time (the “Plan”).


 


WITNESSETH THAT:


 


WHEREAS, the Corporation desires to grant to the Director an
award of Restricted Stock Units (“RSUs”) under the Plan and the terms
hereinafter set forth:


 


NOW, THEREFORE, in consideration of the premises, and of the
mutual agreements hereinafter set forth, it is covenanted and agreed as
follows:


 


1. Award.  Pursuant to the
provisions of the Plan, the Corporation awards                     
RSUs (the “Award”) to the Director on                                   
(the “Date of Award”).  Each RSU shall
represent an unfunded, unsecured right for the Director to receive one (1) share
of the Corporation’s common stock, par value $5.00 per share (the “Common Stock”),
or its cash equivalent, as described in this Agreement.


 


2. Ownership Rights.  The Director
has no voting or other ownership rights in the Corporation arising from the
Award of RSUs under this Agreement.


 


3. Dividends.  The Director
shall be credited with dividend equivalents equal to the dividends the Director
would have received if the Director had been the owner of a number of shares of
Common Stock equal to the number of RSUs credited to the Director on such
dividend payment date (the “Dividend Equivalent”).  Any Dividend Equivalent deriving from a cash
dividend shall be converted into additional RSUs based on the Fair Market Value
of Common Stock on the dividend payment date. 
Any Dividend Equivalent deriving from a dividend of shares of Common
Stock shall be converted into additional RSUs on a one-for-one basis.  The Director shall continue to be credited
with Dividend Equivalents until the Settlement Date (defined below).  The Dividend Equivalents so credited shall be
subject to the same terms and conditions as the corresponding Award, and they
shall vest (or, if applicable, be forfeited) and be settled in the same manner
and at the same time as the corresponding Award, as if they had been granted at
the same time as such Award.


 


4. Vesting.  Except as provided in Section 6, the
Award shall vest one year after the Date of Award, with such vesting contingent
upon the Director’s continued service as a director of the Corporation for a
period of one year after the Date of Award. 
If a Director’s service as a director of the Corporation terminates for
any reason prior to the date on which the Award vests, the Award and all
corresponding Dividend Equivalents shall be forfeited, and no shares of Common
Stock or other payment shall be made to the Director in respect of the Award or
any corresponding Dividend Equivalents.


 


5. Settlement.  Once vested,
the Award will be settled as follows:


 


(a)           In
General.  Subject to Section 6(a) hereof,
the Award will be settled in Common Stock. 
Subject to the terms of the Plan, settlement of the Award shall occur on
the one-year anniversary of the date that the Director has a Separation from
Service (other than as a result of the Director’s Disability); or, in the case
of (i) the Director’s death or Separation from Service due to Disability
or (ii) a Change of Control, settlement of the Award shall occur as of
such earlier date set forth in Section 6 hereof (the “Settlement Date”).  On the Settlement Date, the Corporation shall,
with respect to an Award that is to be settled in Common Stock, issue or cause
there to be transferred to the Director (or, in the case of the 


 


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Director’s
death, to the Director’s designated beneficiary or estate, as applicable or, in
the case of the Director’s Disability, to the Director’s guardian or legal
representative, if applicable and if permissible under applicable law) a number
of shares of Common Stock equal to the aggregate number of RSUs granted to the
Director under this Agreement (including, without limitation, the RSUs
attributable to Dividend Equivalents) (the “Settlement Shares”).


 


(b)           Termination
of Rights.  Upon the
issuance or transfer of Settlement Shares in settlement of the Award (including,
without limitation, the RSUs attributable to Dividend Equivalents), the Award
shall be settled in full and the Director (or his or her designated beneficiary
or estate, in the case of death) shall have no further rights with respect to
the Award.


 


(c)           Certificates
or Book Entry.  As of the
Settlement Date, the Corporation shall, at the discretion of the Committee or
its designee, either issue one or more certificates in the Director’s name for
such Settlement Shares or evidence book-entry registration of the Settlement
Shares in the Director’s name (or, in the case of death, to the Director’s
designated beneficiary, if any).


 


(d)           Conditions
to Delivery. 
Notwithstanding any other provision of this Agreement, the Corporation
shall not be required to evidence book-entry registration or issue or deliver
any certificate or certificates representing Settlement Shares in the event the
Corporation reasonably anticipates that such registration, issuance or delivery
would violate Federal securities laws or other applicable law; provided that
the Corporation must evidence book-entry registration or issue or deliver said
certificate or certificates at the earliest date at which the Corporation
reasonably anticipates that such registration, issuance or delivery would not
cause such violation.


 


(e)           Legends.  The Settlement Shares shall be subject to
such stop transfer orders and other restrictions as the Committee may deem
reasonably advisable under the Plan or the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which such Settlement Shares are listed, any applicable Federal or state laws
or the Corporation’s Certificate of Incorporation and Bylaws, and the Committee
may cause a legend or legends to be put on or otherwise apply to any
certificates or book-entry position representing Settlement Shares to make
appropriate reference to such restrictions.


 


6. Change of Control; Death, Disability or Retirement.  Notwithstanding anything in
this Agreement to the contrary:


 


(a)           Upon a Change of
Control, the Award (including, without limitation, the RSUs attributable to
Dividend Equivalents) shall immediately and fully vest and become
nonforfeitable and such Award shall be settled in cash (rather than Settlement
Shares) within the 30-day period following the date of such Change of Control.


 


(b)           In the event of the Director’s
death or Separation from Service due to Disability or following Retirement
while serving as a director with the Corporation, the Award (including, without
limitation, the RSUs attributable to Dividend Equivalents) shall immediately
and fully vest and become nonforfeitable and the Award shall be settled as set
forth in Section 5; provided, however,
that in the case of the Director’s death or Separation from Service due to
Disability, the Award shall be settled in Settlement Shares within the 30-day
period following the date of such Director’s death or Separation from Service,
as applicable.


 


(c)           The Committee shall
have the sole and absolute discretion to determine whether the termination of
the Director’s membership on the board of directors of the Corporation is by
reason of Disability, as defined by the Plan and in accordance with Internal
Revenue Code Section 409A.


 


7. Transferability.  Unless otherwise
determined by the Committee, the RSUs subject to this Award (including, without
limitation, Dividend Equivalents) may not be assigned, alienated, pledged,


 


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attached,
sold or otherwise transferred or encumbered by the Director otherwise than by
will or by the laws of intestacy, and any such purported assignment,
alienation, pledge, attachment, sale, transfer or encumbrance shall be void and
unenforceable against the Corporation or any Subsidiary or Affiliate; provided, however, that the designation of a beneficiary
shall not constitute an assignment, alienation, pledge, attachment, sale,
transfer or encumbrance.


 


8. Adjustment in Award.  In the event
the number of outstanding shares of Common Stock changes as a result of any
stock split, stock dividend, recapitalization, merger, consolidation,
reorganization, combination, or exchange of shares, split-up, split-off, spin-off,
liquidation or other similar change in capitalization, or any distribution made
to holders of Common Stock other than cash dividends, the number or kind of
shares subject to this Award shall be automatically adjusted, and the Committee
shall be authorized to make such other equitable adjustments of the Award or
shares of Common Stock issuable pursuant thereto so that the value of the
interest of the Director shall not be decreased by reason of the occurrence of
such event.  Any such adjustment shall be
deemed conclusive and binding on the Corporation, the Director, his or her
beneficiaries and all other interested parties.


 


9. Administration; Amendment. 
This Award has been made pursuant to a determination by the Committee
and/or the Board of Directors of the Corporation, and the Committee shall have
plenary authority to interpret, in its sole and absolute discretion, any
provision of this Agreement and to make any determinations necessary or
advisable for the administration of this Agreement.  All such interpretations and determinations
shall be final and binding on all persons, including the Corporation, the
Director, his or her beneficiaries and all other interested parties.  Subject to the terms of the Plan, this
Agreement may be amended, in whole or in part, at any time by the Committee; provided, however, that no amendment to this Agreement may
adversely affect the Director’s rights under this Agreement without the
Director’s consent except such an amendment made to cause the Award to comply
with applicable law, stock exchange rules or accounting rules.


 


10. Binding Nature of Plan.  The Award is subject to the Plan.  The Director agrees to be bound by all terms
and provisions of the Plan and related administrative rules and
procedures, including, without limitation, terms and provisions and
administrative rules and procedures adopted and/or modified after the
granting of the Award.  In the event any
provisions hereof are inconsistent with those of the Plan, the provisions of
the Plan shall control, except to the extent expressly modified herein pursuant
to authority granted under the Plan.


 


11. Applicable Law.  The validity,
construction and effect of this Agreement and any rules and regulations
relating to the Agreement shall be determined in accordance with the laws of
the State of Delaware, unless preempted by federal law, and also in accordance
with Internal Revenue Code Section 409A and any interpretive authorities
promulgated thereunder.


 


IN WITNESS WHEREOF, the Corporation has caused
this Agreement to be executed on its behalf, and the Director has signed this
Agreement to evidence the Director’s acceptance of the terms hereof, all as of
the date first above written.


 


	
   

  	
  COMERICA
  INCORPORATED

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DIRECTOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
				



 


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