ADJUSTED FOR ANY OTHER 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 CONTINUOUS 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,