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COMERICA INC /NEW/ FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits(Edgar Glimpses Via Acquire Media NewsEdge) ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. On July 22, 2014, the Governance, Compensation and Nominating Committee (the "Committee") of the Board of Directors of Comerica Incorporated ("Comerica") approved a new form of non-qualified stock option agreement, a new form of restricted stock award agreement (non-cliff vesting) and a new form of senior executive long-term performance restricted stock ("SELTPP") unit award agreement that will be used for future grants to executive officers of non-qualified stock options, restricted stock awards and SELTPP units, respectively. These award agreements revise the forfeiture provisions in the award agreements previously used. The forfeiture provisions continue to provide that all or part of an executive officer's unvested equity award may be cancelled if the executive officer demonstrated an inadequate sensitivity to the inherent risks of his or her business line or functional area which results in, or is reasonably likely to result in, a material adverse impact (whether financial or reputational) on Comerica or the relevant business line or functional area. These provisions have been modified to add that the possible actions leading to such determination may include the demonstration of poor risk management or lack of judgment in discharge of company duties, in addition to the previously outlined actions, which were (i) the failure to comply with company policies and procedures, including the Code of Business Conduct and Ethics or the Senior Financial Officer Code of Ethics (if applicable), (ii) the violation of any law or regulation, (iii) engaging in negligent or willful misconduct and (iv) engaging in activity resulting in a significant or material Sarbanes-Oxley control deficiency. The new form of non-qualified stock option agreement, the new form of restricted stock award agreement (non-cliff vesting) and the new form of SELTPP unit award agreement are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference. The description in this Current Report on Form 8-K of the new forms of agreement is qualified in its entirety by reference to the attached exhibits. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits 10.1 Form of Comerica Incorporated Non-Qualified Stock Option Agreement 10.2 Form of Comerica Incorporated Restricted Stock Award Agreement (non-cliff vesting) 10.3 Form of Comerica Incorporated Senior Executive Long-Term Performance Restricted Stock Unit Award Agreement -------------------------------------------------------------------------------- |