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 GOALS 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 GOALS 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 GOALS MAY COVER THE PERFORMANCE PERIOD AS SPECIFIED BY THE
COMMITTEE.
PERFORMANCE GOALS 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.
K.
"PERFORMANCE PERIOD" MEANS, WITH RESPECT TO ANY INCENTIVE PAYMENT,
THE PERIOD, NOT TO BE LESS THAN 12 MONTHS, SPECIFIED BY THE COMMITTEE.
2
L.
"PERFORMANCE TARGETS" MEAN THE SPECIFIC MEASURES WHICH MUST BE
SATISFIED IN CONNECTION WITH ANY PERFORMANCE GOAL PRIOR PAYING ANY INCENTIVE
PAYMENT.
M.
"PLAN" MEANS THE 2006 COMERICA INCORPORATED MANAGEMENT INCENTIVE
PLAN.
SECTION III
ADMINISTRATION
The Plan shall be administered by the Committee.
Subject to the express
provisions of the Plan, the Committee shall have exclusive authority to
interpret the Plan, to promulgate, amend, and rescind rules and regulations
relating to the Plan and to make all other determinations deemed necessary or
advisable in connection with the administration of the Plan, including, but not
limited to, determinations relating to eligibility, whether to make Incentive
Payments, the terms of any such Incentive Payments, the time or times at which
Performance Goals are established, the Performance Periods to which Incentive
Payments relate, and the actual dollar amount of any Incentive Payment.
The
determinations of the Committee pursuant to this authority shall be conclusive
and binding on all parties including without limitation the Participants, the
Corporation and its stockholders.
The provisions of