exv10w51






Exhibit 10.51




FIRSTMERIT CORPORATION

AMENDED AND RESTATED

2006 EQUITY PLAN




EMPLOYEES’ RESTRICTED STOCK AWARD AGREEMENT




     This RESTRICTED STOCK AWARD AGREEMENT (“Agreement”) is made and entered by and between
FIRSTMERIT CORPORATION (the “Company”) and the Grantee on the Grant Date (each as set forth on
attached Exhibit A).



     WITNESSETH, THAT:



     WHEREAS, the Company maintains the FirstMerit Corporation Amended and Restated 2006 Equity
Plan (the “Plan”), as amended from time to time; and



     WHEREAS, one of purposes of the Plan is to enable employees of the Company and its Related
Entities to acquire a proprietary interest (or to increase an existing proprietary interest) in the
Company, and to provide employees with a more direct stake in the future and welfare of the Company
and its Related Entities and to encourage them to remain employed with the Company or its Related
Entities; and



     WHEREAS, the Grantee understands that this Agreement will be revoked retroactively (and will
be of no effect whatsoever), unless the acknowledgement appearing at the end of this Agreement is
signed and returned no later than 30 days after the Grant Date.



     NOW, THEREFORE, the Company and the Grantee agree as follows:



     1. Grant of Award Shares. The Grantee is hereby granted an Award consisting of the number of
restricted common shares, without par value (“Stock”) of the Company set forth on attached
Exhibit A (the “Award Shares”). The Award is subject to the following terms and conditions
and to the provisions of the Plan, the terms of which are hereby incorporated by reference.
Capitalized terms used but not expressly defined in this Agreement will have the meanings given to
them in the Plan.



     Subject to the terms of the Plan, if, before restrictions imposed on the Award Shares lapse,
there is a Stock dividend or Stock split, recapitalization (including payment of an extraordinary
dividend), merger, consolidation, combination, spin-off, distribution of assets to shareholders,
exchange of shares or other similar corporate change affecting Stock, an appropriate adjustment
will be made to the number of Award Shares and other limitations applicable to the Award Shares.



     2. Transfer Restrictions. Subject to the terms and conditions of the Plan and this Agreement,
none of the Award Shares may be sold, assigned or transferred, in whole or in part, voluntarily or
involuntarily, by the Grantee, nor made subject to any lien, directly or indirectly, by operation
of law or otherwise, including execution, levy, garnishment, attachment, pledge or bankruptcy.
However, the Grantee may designate a Beneficiary to receive any Award Shares issuable after the
Grantee’s death.



     3. Release of Restrictions.




     A. Except as provided in Sections 3(B) and 4, and subject to the Grantee’s continued
employment with the Company and its Related Entities, the restrictions on the Award Shares
shall lapse and the Award Shares shall vest as described on Exhibit A.



 









 





          B. Upon a Change in Control, the restrictions set forth in Section 2 will fully lapse and the
Award Shares will vest only as provided in a Change in Control Termination Agreement and/or
Displacement Agreement.



     4. Effect of Terminating Employment.




	 	A.	 	Retirement:
	 
	 	 	 	If the Grantee Retires, all Award Shares that are unvested will be forfeited
immediately.
	 
	 	B.	 	Death or Disability:
	 
	 	 	 	If the Grantee dies or becomes Disabled, all Award Shares that are unvested will
be fully vested.
	 
	 	C.	 	Termination for any Other Reason:
	 
	 	 	 	Except as provided in Section 3(B), if the Grantee Terminates for any reason not
described in Sections 4(A) or 4(B), all unvested Award Shares will be forfeited
immediately.





     5. Taxes. When Award Shares vest, any taxes required to be withheld shall be (A) paid to the
Company from the Grantee’s payroll account an amount sufficient to satisfy any federal, state and
local tax withholding requirements or (B) withheld from the vested Award Shares that would
otherwise be issued under the Plan with a Fair Market Value equal to the minimum amount that must
be withheld to comply with applicable federal, state and local income, employment and wage tax laws
or (C) any combination of the foregoing. The Company will defer issuance of the vested Award
Shares until the earlier of (i) 30 days after the settlement date or (ii) the date the Grantee
remits the required amount. If the Grantee has not remitted the required amount within 30 days
after the settlement date, the Company will permanently withhold a number of Award Shares that
would otherwise be distributed with a Fair Market Value equal to the minimum amount that must be
withheld to comply with applicable federal, state and local income, wage and employment taxes and
distribute the balance of the vested Award Shares to the Grantee.



     6. Rights as Shareholder. The Grantee will be entitled to all of the rights of a shareholder
with respect to the Award Shares, including the right to vote the Award Shares and to receive
dividends and other distributions payable with respect to the Award Shares after the Grant Date;
provided, however, that if any dividends or other distributions are paid in shares of Stock, those
shares will be subject to the same restrictions on transferability and forfeitability as the Award
Shares with respect to which they were issued.



     7. Escrow of Share Certificates. For the purposes of securing the re-transfer of the Award
Shares into the name of the Company in the event of forfeiture, certificates for the Award Shares
will be issued in the Grantee’s name and will be held in escrow by, and subject to a security
interest in favor of, the Company until restrictions with respect to the Award Shares lapse or the
Award Shares are forfeited as provided in this Agreement; provided, however, that the terms of the
escrow will make allowance for the transactions contemplated by Section 3(B). A certificate or
certificates representing the Award Shares as to which restrictions have lapsed will be delivered
to the Grantee after those restrictions have lapsed.



     8. Beneficiary Designation. The Grantee may name a Beneficiary or Beneficiaries (who may be
named contingently or successively) to receive any Award Shares that are vested but are settled
after the Grantee’s death. Each designation made will revoke all prior designations, must be made
on a form prescribed by the Committee and will be effective only when filed in writing with the
Committee. If the Grantee has not



 









 




made an effective Beneficiary designation, the deceased
Grantee’s Beneficiary will be the Grantee’s surviving spouse or, if there is no surviving spouse,
the deceased Grantee’s estate.




     9. Restrictive Covenants.




	 	A.	 	The Grantee acknowledges and agrees that as a condition to and in
consideration of the grant of this Award, the Grantee will not engage in
solicitation of customers of, or interference with employees of, the Company or
any Related Entity (“Protected Party”), directly or indirectly, for a period of
time after the Termination of employment with the Company and all Related
Entities, irrespective of who initiates the Termination or the reason for the
Termination. The Grantee acknowledges that the Grantee has received sufficient
consideration in exchange for these covenants not to solicit or interfere.
	 
	 	B.	 	The Grantee covenants that if the Grantee’s employment is
Terminated by either party for any reason whatsoever, the Grantee will not for a
period of twelve (12) months (“Restrictive Period”) thereafter:






	 	1.	 	Solicit, engage or otherwise interfere with any
customer or client who is at that time or was within the preceding ninety
(90) days a customer or client of the Protected Party for the purposes of
directly or indirectly furnishing any financial or banking services that a
national banking association, bank holding company, state bank, savings
and loan association or other regulated financial institution is permitted
by law to conduct or furnish on the date the Grantee’s employment is
Terminated.
	 
	 	2.	 	Employ, solicit for employment, engage or otherwise
interfere with any person who is at that time or was within the preceding
ninety (90) days employed by the Protected Party, or otherwise directly or
indirectly induce or take any action which would encourage or influence
any such person to leave that person’s employment or terminate, reduce or
modify their business or relationship with the Protected Party.






	 	 	 	The restrictive covenants and Restrictive Period provided for herein will not
be construed to limit the application of any other restrictive covenant or
restriction period set forth in any other agreement entered into between the
Grantee and the Company or a Related Entity.






	 	C.	 	The Grantee acknowledges that the Grantee is entering into this
Agreement voluntarily and has given careful consideration to the restraints
imposed by this Agreement. Irrespective of the manner of any employment
termination, the restraints imposed by this Agreement will be operative during
their full time periods and throughout the restrictive areas set forth in this
Agreement. The Grantee further acknowledges that if the Grantee’s employment
with the Company and all Related Entities Terminates for any reason the Grantee
can earn a livelihood without violating the foregoing restrictions and that the
Grantee’s ability to earn a livelihood without violating these restrictions is a
material employment condition. The Grantee acknowledges and recognizes that if
the Grantee’s
employment Terminates for any reason, this Section 9 and Section 10 hereinbelow
will survive any such Termination and any expiration of the term of this
Agreement. Further, the Grantee agrees and consents that this Agreement is
assignable by the Company.




 









 












	 	D.	 	The Grantee agrees that if a court of law finds that the provisions
of this Agreement are too harsh so that they are unenforceable, then such court
of law may enforce those restrictions and limitations which are acceptable and
deemed enforceable by the court.
	 
	 	E.	 	Further, in the event the Grantee breaches the terms of this
Agreement, it is agreed that all time periods contained in this Agreement will be
tolled until the Grantee ceases to breach this Agreement.
	 
	 	F.	 	If the Grantee violates the restrictive covenants described in this
Section 9, the Grantee will be required to reimburse the Company in an amount
equal to the value of any Award Shares that vested within the period beginning
one year prior to the Grantee’s Termination and ending on the Grantee’s date of
Termination, net of any taxes withheld (the “Clawback Amount”). The value of the
Award Shares described in the preceding sentence will be the Fair Market Value of
such Award Shares on the date they vested, and the Clawback Amount will be paid
either in cash or by returning to the Company a number of shares of Stock with a
Fair Market Value equal to such Clawback Amount. Notwithstanding the foregoing,
nothing in this Section 9(F) will prevent a Protected Party from seeking any
other relief or remedy described in Section 11 of this Agreement.





    10. Nondisclosure and Non-appropriation of Information.




	 	A.	 	The Grantee recognizes and acknowledges that while employed by
the Company and all Related Entities, the Grantee will have access to, learn, be
provided with and, in some cases, prepare and create, certain confidential
information, proprietary information or Trade Secrets (as defined below) of the
Protected Party, including, but not limited to, processes, financial
information, pricing information, operating techniques, marketing processes,
training techniques, customer, vendor, and referral source lists, price and cost
information, files and forms, (hereinafter collectively referred to as the
“Trade Secrets”), all of which are of substantial value to the Protected Party
and the businesses conducted by it.
	 
	 	B.	 	The Grantee expressly covenants and agrees:






	 	1.	 	That the Grantee will hold in a fiduciary capacity
and will not reveal, communicate, use or cause to be used for the
Grantee’s own benefit or divulge during the period of employment by the
Company and all Related Entities and for an indefinite period thereafter,
any Trade Secrets, or other proprietary information or Trade Secrets right
now or hereafter owned by the Protected Party;
	 
	 	2.	 	That the Grantee will not sell, exchange or give
away, or otherwise dispose of any proprietary information or Trade Secrets
now or hereafter owned by the Protected Party, whether the same will or
may have been originated or discovered by the Protected Party, the Grantee
or otherwise;
	 
	 	3.	 	That the Grantee will not reveal, divulge or make
known to any person, firm, company or corporation any proprietary
information or Trade Secrets of the Protected Party;
	 
	 	4.	 	That the Grantee will return to the Company or any
other Protected Party, either before or immediately (within 24 hours) upon
the Grantee’s termination of 




 









 






	 	 	 	employment with the Company and all Related
Entities, any and all written information, material or equipment that
constitutes, contains or relates in any way to proprietary information,
Trade Secrets and any other documents, equipment, and material of any kind
relating in any way to the business of the Protected Party, which are in
the Grantee’s possession, custody and control and which are or may be
property of Protected Party, whether confidential or not, including any
and all copies thereof which may have been made by or for the Grantee and
that the Grantee will maintain no copies thereof after termination of this
Agreement; and
	 
	 	 
	 	5.	 	The obligations of this paragraph will survive any
Termination and any expiration of the term of this Agreement.





     11. Injunction. The parties acknowledge and agree, due to the subject matter of this
Agreement, that money damages will be an inadequate remedy for a breach by the Grantee of any of
the obligations hereunder. Consequently, if the Grantee breaches or threatens to breach any of the
obligations under this Agreement, the Grantee agrees that the Protected Party will have the right,
in addition to any other rights or remedies available to it at law or in equity, to obtain
equitable relief, including, without limitation, injunctive relief and specific performance, in the
event of any breach or threatened breach. Further, the parties hereto agree and declare that it may
be impossible to measure in monetary terms the damages that may accrue to any Protected Party by
reason of the Grantee’s violation of this Agreement. Therefore, in the event that a Protected
Party, or any successor in interest thereto, will institute an action or proceeding to enforce the
provisions of this Agreement, each party or other person against whom such action or proceeding is
brought will and hereby does, in advance, waive the claim or defense that there is adequate remedy
at law. In the event such injunctive relief is warranted and obtained by the Protected Party, the
Grantee agrees to pay all costs of that action, including reasonable attorney fees.



     12. Severability. If any one or more of the provisions contained in this Agreement is
conclusively determined to be invalid, illegal or unenforceable in any respect under applicable
law, the validity, legality and enforceability of the remaining provisions of this Agreement will
not, in any way, be ineffective or impaired thereby.



     13. Governing Law. This Agreement is made and entered into in the state of Ohio, and will in
all respects be interpreted, enforced and governed under the laws of that state notwithstanding its
conflict of laws rules. In the event of any dispute or controversy arising under or in connection
with this Agreement, the parties consent to the jurisdiction of the Common Pleas Court of the State
of Ohio (Summit County) or The United States District Court for the Northern District of Ohio,
Eastern Division.



     14. Other Agreements. The Award Shares and this Agreement will be subject to the terms of any
other written agreements between the Grantee and the Company and any Related Entity to the extent
that those other agreements do not directly conflict with the terms of the Plan or this Agreement.



     15. Other Rules. The Award Shares and this Agreement are subject to more rules described in
the Plan.



     16. Assignment. This Agreement will be binding upon the Company and the Grantee, their
respective heirs, personal representatives, executors, administrators, and successors. The Company
may freely assign or transfer this Agreement without the Grantee’s consent.



 









 





     17. Acknowledgement; Return of Agreement. This Agreement (and the Award Shares) will be
revoked automatically unless the Grantee signs the acknowledgement appearing at the end of this
Agreement and returns a copy of the signed Agreement to the Committee no later than 30 days after
the Grant Date.



     18. Listing, Registration, Qualification. If the Board concludes that the listing,
registration or qualification upon any securities exchange, under any state or federal law, or the
approval or consent of any governmental body is necessary or desirable as a condition to the
issuance of the Award Shares, the Award Shares may not be issued in whole or in part unless and
until that listing, registration, qualification or approval has been obtained, free of any
conditions which are not acceptable to the Board and the sale and delivery of stock under this
Agreement is also subject to the same requirements and conditions.


IN WITNESS WHEREOF, the Company has caused the Award to be granted pursuant to this
Agreement on the date first above written.




	 	 	 	 	 	 	 

	 	 	FIRSTMERIT CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 	 	Christopher J. Maurer	 	 
	 	 	Executive Vice President, Human Resources	 	 











 









 











EXHIBIT A




EMPLOYEES’ RESTRICTED STOCK AWARD AGREEMENT





	1.	 	Employee Name:___________________________
	 
	2.	 	Grant Date:__________________________, 20__
	 
	3.	 	Number of Award Shares:____________________
	 
	4.	 	Vesting Schedule: Subject to the terms of the Award Agreement, the restrictions set forth in
Section 2 of the Award Agreement will lapse and the Award Shares will vest as follows:






	 	a.	 	with respect to       Award Shares on February 21,
20     ;
	 
	 	b.	 	with respect to       Award Shares on February 21, 20     ; and
	 
	 	c.	 	with respect to       Award Shares on February 21, 20     .





ACKNOWLEDGEMENT



By signing below, the Grantee acknowledges and agrees that:





	 	•	 	A copy of the Plan and Award Agreement have been made available to the Grantee;
	 
	 	•	 	The Grantee has received a copy of the Plan’s Prospectus;
	 
	 	•	 	The Grantee has read and understands and accepts the conditions placed on the Award
Shares, including the clawback provision described in Section 9(F) of the Award
Agreement;
	 
	 	•	 	If the Grantee does not return a signed copy of this Award Agreement, including
Exhibit A, to the address shown below not later than 30 days after the Grant
Date, the Award Shares will be forfeited and the Award Agreement shall terminate and be
of no further force or effect.




FirstMerit Corporation

Compensation Department, CAS 82

III Cascade Plaza

Akron, Ohio 44308




	 	 	 	 	 	 	 

	 	 	GRANTEE	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Printed Name: