For the Year

EX-10.68 3 l23588aexv10w68.htm EX-10.68 EX-10.68
 

Exhibit 10.68
AGREEMENT TO TERMINATE CHANGE IN CONTROL BENEFITS
     THIS AGREEMENT TO TERMINATE CHANGE IN CONTROL BENEFITS, dated as of November 30, 2006 by and between National City Corporation, a Delaware corporation (“National City”), and William E. MacDonald III (“Executive”).
WITNESSETH:
     WHEREAS, the Executive and National City have previously entered into the agreements listed in Exhibit A attached to this Agreement (the “Agreements”);
     WHEREAS, the Executive has been awarded benefits pursuant to various benefit plans maintained by National City that are listed in Exhibit A (the “Benefit Plans” and together with the Agreements the “Awarded Benefits”);
     WHEREAS, the Awarded Benefits provide for various benefits if a change in control of National City occurs (as variously defined in the Award Benefits), including, but not limited to, acceleration of vesting, acceleration of the payment of a benefit, the payment of an incentive award at a higher level than would otherwise occur, an extension of time to exercise a benefit, and the lapsing of restrictions that would otherwise continue (the “Change in Control Benefits”)
     WHEREAS, the Executive no longer desires the Change in Control Benefits and has requested that the Change In Control Benefits be terminated; and
     WHEREAS, the Company is willing to terminate the Change In Control Benefits with respect to the Executive;
     NOW, THEREFORE, in consideration of these premises and undertakings herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, National City and the Executive, each intending to be legally bound, agree as follows:
     1. To terminate any and all Change In Control Benefits with respect to Executive.
     2. Executive releases and waives any and all claims, demands, rights and actions he has or had against National City and any of its subsidiaries and their current and former officers, directors and employees arising out of the termination of the Change In Control Benefits.
     IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered as of the date first above written.
         
EXECUTIVE   NATIONAL CITY CORPORATION
 
       
/s/ William E. MacDonald III
  By:   /s/ David A. Daberko
 
       
William E. MacDonald III
      David A. Daberko
Chairman and CEO

 


 

Exhibit A
Awarded Benefits

William E. MacDonald III
Benefit Plans
    National City Corporation Management Incentive Plan for Senior Officers
 
    National City Corporation Long-Term Cash and Equity Incentive Plan
 
    National City Corporation 2002 Restricted Stock Plan
 
    National City Corporation 1997 Restricted Stock Plan as Amended and Restated
 
    National City Corporation Amended and Second Restated 1991 Restricted Stock Plan
Agreements
     
Stock Options
1
  Stock Option Agreement — Non-Incentive Stock Option dated July 28, 1997
2
  Stock Option Agreement — Incentive Stock Option dated July 28, 1998
3
  Stock Option Agreement — Non-Incentive Stock Option dated July 28, 1998
4
  Stock Option Agreement — Non-Incentive Stock Option dated August 10, 1999
5
  Stock Option Agreement — Incentive Stock Option dated July 24, 2001
6
  Stock Option Agreement — Non-Incentive Stock Option dated July 24, 2001
7
  Stock Option Agreement — Incentive Stock Option dated July 23, 2002
8
  Stock Option Agreement — Non-Incentive Stock Option dated July 23, 2002
9
  Stock Option Agreement — Non-Incentive Stock Option dated April 8, 2003
10
  Stock Option Agreement — Incentive Stock Option dated July 29, 2003
11
  Stock Option Agreement — Non-Incentive Stock Option dated July 29, 2003
12
  Stock Option Agreement — Incentive Stock Option dated July 26, 2004
13
  Stock Option Agreement — Non-Incentive Stock Option dated July 26, 2004
14
  Stock Option Agreement — Non-Incentive Stock Option dated September 10, 2004
15
  Stock Option Agreement — Non-Incentive Stock Option dated September 10, 2004
16
  Stock Option Agreement — Non-Incentive Stock Option dated September 10, 2004
17
  Stock Option Agreement — Incentive Stock Option dated August 31, 2005
18
  Stock Option Agreement — Non-Incentive Stock Option dated August 31, 2005
 
   
Restricted Stock/Restricted Stock Units
1
  National City Corporation Restricted Stock Award Agreement dated June 27, 1991
2
  National City Corporation Restricted Stock Award Agreement dated June 23, 1993
3
  National City Corporation Restricted Stock Award Agreement dated July 6, 1994
4
  National City Corporation Restricted Stock Award Agreement dated June 14, 1995
5
  National City Corporation Restricted Stock Award Agreement dated July 22, 1996
6
  National City Corporation Restricted Stock Award Agreement dated July 28, 1997
7
  National City Corporation Restricted Stock Award Agreement dated August 31, 2005
8
  National City Corporation Restricted Stock Unit Award Agreement dated March 15, 2006