Compensation and Nominating Committee under the MIP with respect to the one-year Annual Executive Incentive program with a performance period ending December 31, 2018. The amount of the payment(s), if any, was/were or will be made pursuant to the applicable funding formula and other criteria established by the Governance, Compensation and Nominating Committee, in accordance with the terms of the MIP, and is/are subject to all applicable taxes, FICA and other withholdings and deductions required by law. Executive is not eligible for any additional incentive payment (prorated or otherwise) under the MIP, including, without limitation, any such incentive payment for performance periods ending December 31, 2019 or thereafter.
At the meeting of the Comerica Incorporated Governance, Compensation and Nominating Committee (the “Committee”) held or to be held on January 22, 2019, Comerica recommended or will recommend to the Committee that Executive’s restricted shares of Comerica Incorporated common stock that are not vested as of the Separation Date shall fully vest as of the Separation Date, subject to the execution and delivery by Executive of this Agreement at least eight (8) calendar days prior to the Separation Date and Executive’s non-revocation of this Agreement and subject to such other terms and conditions of the LT Incentive Plan and the grant agreements evidencing the grant of such restricted stock, including Executive’s obligation to satisfy all tax withholding obligations.
To the extent provided by the Amended and Restated Bylaws of Comerica Incorporated, Article V, Section 12, Comerica agrees to defend, indemnify
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