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.
4
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