Amendment to National City Corporation Amended and Second Restated 1991 Restricted Stock Plan (Effective October 23, 2006)

Contract Categories: Business Finance › Modification Agreements
Summary

This amendment updates the National City Corporation's 1991 Restricted Stock Plan to clarify how the Board of Directors may adjust the number and type of shares or awards in the event of mergers, reorganizations, stock splits, or similar corporate changes. The Board is given discretion to make equitable adjustments to prevent dilution or unfair changes to participants' rights, ensuring that awards remain fair and consistent with the plan's intent.

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EX-10.61 5 l22270aexv10w61.htm EX-10.61 EX-10.61  

Exhibit 10.61
AMENDMENT TO
NATIONAL CITY CORPORATION
AMENDED AND SECOND RESTATED
1991 RESTRICTED STOCK PLAN
          Effective October 23, 2006, the following section in the above-referenced plan shall hereby be amended to read as follows:
3.3. Adjustments. In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, stock split, combination of shares, recapitalization or other change in capital structure of the Corporation, merger consolidation, spin-off, reorganization, partial or complete liquidation, issuance of rights or warrants to purchase securities, or any other corporate transaction or event having an effect similar to any of the foregoing, the Board of Directors shall make such substitution or adjustment in the aggregate number of shares of Common Stock and, if necessary, in the kind of securities reserved for issuance under the Plan, and in the numbers of shares subject of outstanding Awards granted under the Plan in the aggregate or to any Participant and in the number of shares specified in Section 4.2 hereof, all as shall be determined to be equitable by the Board, acting in its sole discretion, exercised in good faith, to prevent dilution or enlargement of rights, provided that the number of shares subject to any Award shall always be a whole number.