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EXHIBIT 10.17
COMERICA INCORPORATED
SENIOR OFFICER SEVERANCE PLAN
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TABLE OF CONTENTS
ARTICLE 1.PURPOSE, ESTABLISHMENT AND TERM
1.1. Purpose and Establishment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2. Term of Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE 2.NATURE OF RIGHTS UNDER PLAN
2.1. Contractual Rights to Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.2 Effect on Other Benefits and Rights as Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.3. Employment Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE 3.DEFINITIONS AND CONSTRUCTION
3.1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
A. Annual Base Salary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
B. Annual Management Incentive Program . . . . . . . . . . . . . . . . . . . . . . 5
C. Beneficial Owner or Beneficial Ownership . . . . . . . . . . . . . . . . . . . 5
D. Benefit Equalization Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
E. Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
F. Cause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
G. Change of Control of the Company . . . . . . . . . . . . . . . . . . . . . . . 7
H. Claims Arbiter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
I. Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
J. Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
K. Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
L. Company Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
M. Deferred Compensation Plan . . . . . . . . . . . . . . . . . . . . . . . . . . 10
N. Disability or Disabled . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
O. Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
P. Employee Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Q. Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
R. Expiration Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
S. Good Reason . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
T. Long-Term Incentive Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
U. Notice of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
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V. Official Employment Termination Date . . . . . . . . . . . . . . . . . . . . . 15
W. Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
X. Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Y. Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Z. Potential Change of Control of the Company . . . . . . . . . . . . . . . . . . 17
AA. Preferred Savings Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
AB. Qualifying Circumstance . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
AC. Restricted Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
AD. Retirement or Retiring . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
AE. Retirement Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
AF. Severance Agreement and Release . . . . . . . . . . . . . . . . . . . . . . . . 19
AG. Severance Benefit(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.2. Gender and Number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.3. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.4. Modification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
3.5. Applicable Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
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ARTICLE 4.
CONTINUATION OF COMPENSATION AND
SEVERANCE BENEFITS
4.1. Continuation of Compensation Through Date of
Termination and Severance Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
A. Continuation of Compensation Through
Date of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
B. Severance Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
4.2. Qualifying Circumstance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
4.3. Description of Severance Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
4.4. Effect of Death, Disability or Retirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
4.5. Effect of Termination for Cause
or Other Than for Good Reason . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
4.6. Notice of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
ARTICLE 5.
FORM AND TIMING OF SEVERANCE BENEFITS
5.1. Form and Timing of Severance Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
5.2. Withholding of Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
ARTICLE 6.SUCCESSORS
6.1. Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
6.2. Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
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ARTICLE 7.
ADMINISTRATION AND CONFIDENTIALITY OF INFORMATION;
OBLIGATIONS OF PARTICIPANT UPON A POTENTIAL CHANGE OF CONTROL
7.1 Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
7.2 Confidential Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
7.3 Obligations of Participant Upon a Potential
Change of Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
ARTICLE 8.MISCELLANEOUS PROVISIONS
8.1. Entire Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
8.2. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
8.3. Claims and Disputes; Arbitration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
8.4. Limitation of Company's Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
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ARTICLE 1.
PURPOSE, ESTABLISHMENT AND TERM
1.1 Purpose and Establishment. The Board of Directors of the
Company (the "Board"), has determined that it is in the best interests of the
Company and its shareholders that the Company maintain the continued dedication
of Participants (as defined below) of this Plan, notwithstanding the
possibility, threat or occurrence of a Change of Control of the Company (as
defined below). To alleviate the inevitable distraction associated with a
pending or threatened Change of Control of the Company and to encourage the
full attention and dedication to the Company of Plan Participants currently and
in the event of any threatened or pending Change of Control of the Company, the
Board believes that it is imperative that it take steps, consistent with those
taken by other similarly situated organizations, to provide Participants with
compensation and benefits arrangements upon a Change of Control of the Company
which ensure that the compensation and benefits expectations of Participants
will be satisfied. In order to accomplish the foregoing objectives, the Board
has established the Plan the provisions of which are embodied herein. This
Plan shall become effective January 1, 1996 (the "Effective Date"), and shall
remain in effect as provided in Section 1.2 herein.
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1.2. Term of Plan. The term of this Plan will commence on the
Effective Date and continue through December 31, 1998; provided, however, that
if a Change of Control of the Company occurs during the term of this Plan, the
term of this Plan will not expire until the elapse of the longer of the
following periods: (i) the period which ends on the last day of the
twenty-fourth month subsequent to the month in which the Change of Control of
the Company occurs (or, in the case of a Change of Control of the Company
described in Section 3.1.G(3) or (4) hereof, the period which ends on the
earlier of (a) the last day of the twenty-fourth month subsequent to the month
in which consummation of the transaction, approval of which constitutes the
Change of Control of the Company, occurs, or (b) the last day of the thirtieth
month subsequent to the month in which the Change of Control of the Company
occurs), or (ii) the period which ends on the date all benefits owing to
Participant hereunder have been paid.
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ARTICLE 2.
NATURE OF RIGHTS UNDER PLAN
2.1. Contractual Rights to Benefits. This Plan establishes a
contractual right to the Severance Benefits Participant may become entitled to
hereunder following the occurrence of a Change of Control of the Company.
2.2 Effect on Other Benefits and Rights as Employee. Coverage
under this Plan shall not affect Participant's right to receive any amounts
payable to Participant under any benefit, incentive, retirement, or other plan
or arrangement, or under any employment agreement, except to the extent that
the express provisions of such other agreement, plan or arrangement preclude
the payment of or provide for offset of benefits thereunder upon receipt of
benefits under this Plan. Further, coverage of Participant under this Plan
shall not adversely affect Participant's rights as an Employee of the Company,
whether those rights exist now or arise hereafter.
2.3. Employment Status. The provisions hereof shall not be deemed
to create a contract between the Company and Participant to employ Participant
for any fixed period of time. Participant's employment with the Company may be
terminated at will by either the Company or Participant, with or without Cause,
subject to fulfillment by the Company of its obligation to provide such
Severance Benefits as may be required hereunder.
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ARTICLE 3.
DEFINITIONS AND CONSTRUCTION
3.1. Definitions. Whenever used in the Plan, the following terms
shall have the meanings set forth below, and when the meaning is intended, the
initial letter of the term is capitalized.
AH. "Annual Base Salary" means Participant's rate
of annual salary in effect, except as
otherwise specifically provided herein, as of
the date a Change of Control of the Company
occurs, or if such rate is higher as of the
date Participant experiences a Qualifying
Circumstance, Participant's rate of annual
salary in effect as of the date he or she
experiences a Qualifying Circumstance;
provided, however, that if Participant is
compensated on a commission basis and does
not have a rate of annual salary,
Participant's salary level utilized for the
purpose of determining Participant's benefit
credits under the Comerica Incorporated
Preferred Compensation Plan shall be
considered Participant's rate of annual
salary. Annual Base Salary shall include (i)
any amount which is contributed by the
Company pursuant to an elective deferral
which is not includible in the Participant's
gross income under Code Sections 125 or
402(e)(3) and (ii) any amount contributed by
the Company to the Deferred Compensation Plan
pursuant to Participant's election.
AI. "Annual Management Incentive Program" means
the Comerica Incorporated annual management
incentive program or any
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plan or program adopted or implemented by the
Company as a successor to such program.
AJ. "Beneficial Owner" or "Beneficial Ownership"
or "Beneficially Owns" or "Beneficially
Owned" shall have the meanings ascribed to
such terms in Exchange Act Rule 13d-3.
AK. "Benefit Equalization Plan" means the Benefit
Equalization Plan For Employees of Comerica
Incorporated or any plan adopted by the
Company as a successor to such plan.
AL. "Board" means the Board of Directors of
Comerica Incorporated.
AM. "Cause" shall be deemed to have arisen if
Participant has conducted himself or herself
in a manner described in (1) or (2) below:
(1) If Participant has willfully and
continually failed to perform
substantially all of his or her
duties with the Company or one of
its affiliates (unless such failure
occurs (i) as a result of
Participant's incapacity
precipitated by physical or mental
illness or (ii) after the
Participant's issuance of a Notice
of Termination for Good Reason
pursuant to Section 4.6 hereof),
after a written demand to perform is
delivered to Participant by the
Board or Chief Executive Officer of
the Company which demand must
specifically identify the manner in
which the Board or Chief Executive
Officer
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believes that Participant has not
performed substantially all of his
or her duties, provided that
Participant fails to remedy the
situation within ten (10) business
days of receiving such notice; or
(2) If Participant has engaged willfully
in illegal or gross misconduct which
is materially and demonstrably
injurious to the Company, monetarily
or otherwise. However, no act, or
failure to act, on Participant's
part shall be considered "willful"
unless Participant took such action
(or failed to take such action)
other than in good faith and without
reasonable belief that his or her
action or omission was in the best
interests of the Company.
AN. "Change of Control of the Company" shall be
deemed to have occurred if, during the term
of this Plan, the conditions set forth in any
of the following paragraphs shall have been
satisfied:
(1) any Person is or becomes the
Beneficial Owner, directly
or indirectly, of securities
of the Company (not including
in the securities
Beneficially Owned by such
Person any securities
acquired directly from the
Company or its affiliates)
which represent 26% or more
of the combined voting power
of the Company's then
outstanding securities; or
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(2) during any period of up to two
consecutive years (not
including any period prior to
the Effective Date of this
Plan), individuals who
constitute the Board at the
beginning of such period and
any new director (other than
a director whose initial
assumption of office is in
connection with an actual or
threatened election contest,
including but not limited to,
a consent solicitation
relating to the election of
directors of the Company, as
such terms are used in Rule
14a-11 of Regulation 14A
under the Exchange Act) whose
election by the Board or
nomination for election by
the Company's stockholders
was approved by a vote of at
least two-thirds (2/3rds) of
the directors then still in
office who either were
directors at the beginning of
the period or whose election
or nomination for election
was previously so approved,
cease for any reason to
constitute a majority of the
Board; or
(3) the shareholders of the Company
(i) approve a merger or
consolidation of the Company
with any other corporation,
or (ii) approve the issuance
of voting securities of the
Company pursuant to
applicable stock exchange
requirements in connection
with a merger or
consolidation of the Company
or any direct or indirect
subsidiary of the Company
with any other corporation,
other than in either (i) or
(ii) above a merger or
consolidation
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which would result in the voting
securities of the Company
outstanding immediately prior
thereto continuing to
represent (either by
remaining outstanding or by
being converted into voting
securities of the surviving
entity), in combination with
shares owned by any trustee
or other fiduciary holding
securities under an employee
benefit plan of the Company,
at least 75% of the combined
voting power of the voting
securities of the Company or
such surviving entity
outstanding immediately after
such merger or consolidation;
or
(4) the shareholders of the Company
approve a plan of complete
liquidation of the Company or
an agreement to sell or
dispose of all or
substantially all of the
Company's assets.
AO. "Claims Arbiter" means such person or persons
as the Company designates to mediate disputes
involving the Plan. No such person shall be
an employee of the Company.
AP. "Code" means the Internal Revenue Code of
1986, as amended. All references to sections
of the Code shall be deemed to refer to any
successor provisions to such sections.
AQ. "Committee" means the Compensation Committee
of the Board of Directors of Comerica Incorporated.
AR. "Company" means Comerica Incorporated, a
Delaware corporation (including any and all
subsidiaries), and any
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successor to its business and/or assets which
assumes this Plan by operation of law, or
otherwise (except in determining, under
Section 3.1.G. hereof, whether or not a
Change of Control of the Company has occurred
in connection with any such succession).
AS. "Company Shares" means shares of $5.00 par
value common stock of the Company or any
equity securities into which such shares have
been converted.
AT. "Deferred Compensation Plan" means the
Comerica Incorporated Deferred Compensation
Plan, the Manufacturers National Corporation
Executive Incentive Plan, or any plan adopted
by the Company as a successor to either such
plan.
AU. "Disability" or "Disabled" means "Totally
Disabled" within the meaning of such term as
set forth in the Long-Term Disability Plan
of Comerica Incorporated, the provisions of
which are incorporated herein by reference.
AV. "Effective Date" means January 1, 1996.
AW. "Employee Options" means options to purchase
Company Shares granted pursuant to the Long-Term
Incentive Plan.
AX. "Exchange Act" means the Securities Exchange
Act of 1934, as amended. All references to
sections of the Exchange Act shall be deemed
to refer to any successor provisions to such
sections.
AY. "Expiration Date" means the date the Plan
expires, as provided in Section 1.2 herein.
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AZ. "Good Reason" to justify a Participant's
decision to terminate his or her employment
means the occurrence (without the express
written consent of Participant) of any one or
more of the following acts by the Company, or
failures by the Company to act, unless any
such act or failure to act is corrected prior
to Participant's Official Employment
Termination Date:
(1) Assignment of any duties to
Participant inconsistent with his or
her position as a Senior Vice
President of the Company or a
substantial reduction in the nature
of Participant's responsibilities
compared to his or her
responsibilities as they existed
immediately prior to the occurrence
of the Change of Control of the
Company;
(2) Relocation of Participant's
principal work station to a location
more than sixty miles away from
Participant's principal office at
the time of the occurrence of the
Change of Control of the Company;
(3) Any reduction in the amount of
Participant's Annual Base Salary
from the rate in effect on the date
a Change of Control of the Company
occurs or a reduction in
Participant's salary range of 15% or
more from his or her salary range in
effect on the date a Change of
Control of the Company occurs;
(4) Failure to pay to Participant his or
her (i) Annual Base Salary
(including any commissions owing to
Participant) on the date scheduled
for payment unless Participant has
voluntarily deferred the receipt of
any amount not paid, (ii) annual
bonus
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under the Annual Management Incentive
Program (or under any other
short-term compensation plan in
which Participant was eligible to
participate before the occurrence of
a Change of Control of the Company)
at the normal payment time unless
non-payment of the bonus is
attributable to the Company's
failure to attain a level of
performance which would generate a
bonus pool or to inadequate
performance by Participant, or (iii)
deferred compensation under the
Deferred Compensation Plan (or under
any other deferred compensation
program of the Company), within
sixty days of the date such
compensation is scheduled to be
paid;
(5) (i) Discontinuance of any
compensation plan in which
Participant is eligible to
participate immediately prior to the
occurrence of the Change of Control
of the Company which provides
benefits material vis-a-vis
Participant's overall remuneration
(including, but not limited to, the
Annual Management Incentive Program,
the Long-Term Incentive Plan, the
Preferred Savings Plan, the
Retirement Plan, the Benefit
Equalization Plan, the Deferred
Compensation Plan, or any substitute
plans adopted by the Company prior
to the occurrence of the Change of
Control of the Company), unless an
equitable arrangement (embodied in
an ongoing substitute or alternative
plan) has been made with respect to
any such plan, or (ii) failure to
continue Participant's coverage
under any such plan or arrangement
on a basis at least as favorable,
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both in terms of the amount of benefits
provided and the level of
Participant's coverage relative to
other executives, as existed at the
time of the occurrence of the Change
of Control of the Company;
(6) (i) Failure to continue to provide
coverage (and/or benefits) to
Participant similar to that he or
she enjoyed under the
company-sponsored life insurance,
medical, health and accident,
disability or other welfare benefit
or material fringe benefit plans at
the time of the occurrence of the
Change of Control of the Company, or
(ii) the taking of any action which
would materially reduce, directly or
indirectly, any such coverage or
which would deprive Participant of
any material welfare or fringe
benefit he or she enjoyed at the
time of the occurrence of the Change
of Control of the Company, provided,
in either situation, the Company's
action occurs other than as a result
of an across-the-board adjustment
in coverage and/or benefits which
affects all senior officers of the
Company and all senior officers of
any Person in control of the
Company;
(7) Failure to obtain a satisfactory
agreement from any successor to
assume the Company's obligations
under this Plan, as required under
Section 6.1 hereof; and
(8) The taking of action by the Company
which purports to terminate
Participant's employment without
providing Participant a Notice of
Termination which
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satisfies the requirements of Section
3.1.U. hereof.
Participant's right to resign for Good Reason shall
not be affected by his or her incapacity due to
physical or mental illness nor shall Participant's
continuation of employment following the occurrence
of any circumstance constituting Good Reason
constitute consent to such circumstance or a waiver
of rights hereunder.
BA. "Long-Term Incentive Plan" means the Comerica
Incorporated Long Term Incentive Plan or any plan
adopted by the Company as a successor to such plan.
BB. "Notice of Termination" means a written notice which
shall indicate the specific termination provision in
this Plan relied upon and shall set forth in
reasonable detail the facts and circumstances claimed
to provide a basis for termination of Participant's
employment under the provision so indicated.
Further, a Notice of Termination for Cause is
required to include a copy of a resolution duly
adopted by the affirmative vote of not less than
three-quarters of the entire membership of the Board
at a meeting of the Board which was called and held
for the purpose of considering such termination after
reasonable notice to Participant and an opportunity
for Participant, together with Participant's counsel,
to be heard before the Board (i) which finds that, in
the good faith opinion of the Board, Participant was
guilty of conduct set forth in clause (1) and/or (2)
of the definition of Cause
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herein, and (ii) which specifies the particulars
thereof in detail.
BC. "Official Employment Termination Date", with respect
to any purported termination of Participant's
employment after the occurrence of a Change of
Control of the Company and during the term of this
Plan, means: (i) if Participant's employment is
terminated due to Disability, thirty days after
Notice of Termination is given (provided that
Participant shall not have returned to the full-time
performance of his or her duties during such
thirty-day period), and (ii) if Participant's
employment is terminated for any other reason, the
date specified in the Notice of Termination [which,
in the case of a termination by either the Company or
Participant, shall be not less than thirty days
(except in the case of a termination for Cause or
except in the case where the event constituting Good
Reason occurred during the last thirty days of the
term of this Plan)] from the date such Notice of
Termination is given.
BD. "Participant" means any senior officer of the Company
whose name appears on Exhibit B hereto as an employee
covered by this Plan.
BE. "Person" shall have the meaning set forth in Section
3(a)(9) of the Exchange Act, as modified and used in
Sections 13(d) and 14(d) thereof; however, a Person
shall not include (i) the Company or any of its
subsidiaries, (ii) a trustee or other fiduciary
holding securities
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under an employee benefit plan sponsored by the
Company or any of its subsidiaries, (iii) an
underwriter temporarily holding securities pursuant
to an offering of such securities, or (iv) a
corporation, owned directly or indirectly, by the
stockholders of the Company, in which their ownership
interests are in substantially the same proportions
as their ownership interests in stock of the Company.
BF. "Plan" means the Comerica Incorporated Senior Officer
Severance Plan as herein set forth.
BG. "Potential Change of Control of the Company" shall be
deemed to have occurred if the conditions set forth
in any one of the following paragraphs shall have
been satisfied:
(1) the Company enters into an agreement, the
consummation of which would result in the
occurrence of a Change of Control of the Company;
(2) the Company or any Person publicly announces an
intention to take or to consider taking actions
which, if consummated, would constitute a Change
of Control of the Company;
(3) any Person who is, or becomes, the Beneficial
Owner, directly or indirectly, of securities of
the Company, which represent 10% or more of the
combined voting power of the Company's then
outstanding securities, increases such Person's
Beneficial Ownership of such securities by 5% or
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more over the percentage so owned by such Person on
the Effective Date; or
(4) the Board adopts a resolution to the effect that, for
purposes of this Plan, a Potential Change of Control
of the Company has occurred.
BH. "Preferred Savings Plan" means the Comerica Incorporated
Preferred Savings Plan or any plan adopted by the Company as a
successor to such plan.
BI. "Qualifying Circumstance" means any of the events described in
Section 4.2 hereof.
BJ. "Restricted Shares" means Company Shares granted to
Participant under the Long-Term Incentive Plan subject to
restrictions.
BK. "Retirement" or "Retiring" shall be deemed to be the reason
for the termination by the Company or Participant of
Participant's employment if Participant's employment is
terminated in accordance with (i) the Company's retirement
policy (excluding its early retirement policy), which applies
to its salaried employees, as in effect immediately prior to
the occurrence of the Change of Control of the Company, or
(ii) any retirement arrangement which Participant has
consented to.
BL. "Retirement Plan" means the Comerica Incorporated Retirement
Plan or any plan adopted by the Company as a successor to such
plan.
BM. "Severance Agreement and Release" means a receipt for payment
of benefits hereunder and a settlement of and
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release of all claims against the Company in the form set
forth in Exhibit A, including any modification of such form by
the Company prior to Participant's Official Employment
Termination Date. The provisions of Exhibit A, including any
modifications thereof adopted by the Company, are incorporated
herein by reference.
BN. "Severance Benefit(s)" means the items of severance
compensation as provided in Article 4 hereof.
3.2. Gender and Number. The masculine, feminine and neuter, wherever
used in the Plan, shall refer to either the masculine, feminine or neuter; and,
unless the context otherwise requires, the singular shall include the plural and
the plural the singular.
3.3. Severability. In the event any provision of this Plan shall be
held illegal or invalid for any reason, the illegality or invalidity of the
provision shall not affect the remaining provisions of the Plan, and the Plan
shall be construed and enforced as if the illegal or invalid provision had not
been included.
3.4. Modification. No provision of this Plan may be modified, waived,
or discharged unless Participant consents in writing to such modification,
waiver, or discharge.
3.5. Applicable Law. To the extent not preempted by the laws of the
United States, the laws of the State of Delaware shall be the controlling law in
all matters relating to this Plan.
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ARTICLE 4.
CONTINUATION OF COMPENSATION AND
SEVERANCE BENEFITS
4.1. Continuation of Compensation Through Date of Termination and
Severance Benefits.
A. Continuation of Compensation Through Date of Termination.
Following a Change of Control of the Company and during the term of this Plan,
during any period that Participant fails to perform Participant's full-time
duties with the Company as a result of incapacity due to physical or mental
illness, the Company shall pay Participant's full base salary to Participant at
the rate in effect at the commencement of any such period (or shall pay
commissions earned at the scheduled payment date), together with all
compensation and benefits payable to Participant under the terms of any
compensation or benefit plan, program or arrangement maintained by the Company
during such period, until Participant's employment is terminated by the Company
for Disability. Further, the Company shall pay Participant's normal
post-termination compensation and benefits to Participant as such payments
become due. Such post-termination compensation and benefits shall be
determined under, and paid in accordance with, the Company's retirement,
insurance and other compensation or benefit plans, programs and arrangements.
If Participant's employment shall be terminated for any reason
following a Change of Control of the Company and during the term of this Plan,
the Company shall pay Participant's full salary to Participant through
Participant's Official Employment Termination Date at the rate in effect at the
time the Notice of Termination is
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given, together with all compensation and benefits payable to Participant
through Participant's Official Employment Termination Date under the terms of
any compensation or benefit plan, program or arrangement maintained by the
Company during such period. Further, the Company shall pay Participant's
normal post-termination compensation and benefits to Participant as such
payments become due. Such post-termination compensation and benefits shall be
determined under, and paid in accordance with, the Company's retirement,
insurance and other compensation or benefit plans, programs and arrangements.
B. Severance Benefits. Participant shall be entitled to receive
the Severance Benefits described in Section 4.3 hereof provided there has been
a Change of Control of the Company, not later than the end of the twenty-fourth
month which begins after the month in which the Change of Control of the
Company occurs(1), Participant experiences a Qualifying Circumstance and
Participant signs a Severance Agreement and Release and delivers it to the
Company. Participant shall not be entitled to receive Severance Benefits if his
or her employment is terminated for Cause or ends as a result of Participant
becoming Disabled, Retiring, dying or resigning without Good Reason.
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(1)In the case of a Change of Control of the Company
described in Section 3.1.G.(3) or (4) hereof, the period
during which Participant must experience a Qualifying
Circumstance in order to become entitled to Severance Benefits
shall be, in lieu of the period referred to above, the period
which ends on the earlier of (a) the last day of the
twenty-fourth month subsequent to the month in which
consummation of the transaction, approval of which constitutes
the Change of Control of the Company, occurs, or (b) the last
day of the thirtieth month subsequent to the month in which
the Change of Control of the Company occurs.
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4.2. Qualifying Circumstance. The occurrence or deemed occurrence of
any one or more of the following events not later than the end of period
referred to in Section 4.1.B. (or not later than the period referred to in
footnote (1), if applicable) shall be considered a Qualifying Circumstance:
BO. A successor company fails or refuses to assume the
Company's obligations under this Plan;
BP. The Company or any successor company breaches any of the
provisions of this Plan;
BQ. Participant's employment with the Company ends unless his
or her employment is terminated for Cause, or ends as a result of
Participant becoming Disabled, Retiring, dying or resigning
without Good Reason; or
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BR. Participant resigns for Good Reason.
Participant's employment shall be deemed to have been terminated
following a Change of Control of the Company by Participant with Good Reason if
Participant's employment is terminated prior to the occurrence of a Change of
Control of the Company without Cause at the direction of a Person who has
entered into an agreement with the Company the consummation of which will
constitute a Change of Control of the Company or if Participant terminates his
employment with Good Reason prior to the occurrence of a Change of Control of
the Company (determined by treating a Potential Change of Control of the
Company as a Change of Control of the Company in applying the definition of
Good Reason) if the circumstance or event which constitutes Good Reason occurs
at the direction of such Person.
4.3. Description of Severance Benefits. The following items
constitute the Severance Benefits Participant may receive hereunder:
BS. A severance payment equal to two times Participant's
Annual Base Salary; provided, however, that the
amount of this payment, together with other amounts
and/or benefits Participant receives hereunder (or
under other plans, agreements, or arrangements
sponsored by the Company or to which the Company is a
party) as a result of the occurrence of the Change of
Control of the Company which constitute "parachute
payments" under Section 280G of the Code may not
exceed the maximum amount deductible under Section
280G of the Code, and, if necessary to remain
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within the deduction limitation imposed by Code
Section 280G, this severance payment shall be reduced
to the maximum amount (but not below zero) which may
be paid without loss of the Company's deduction under
Code Section 280G;
BT. An amount (in lieu of any amounts Participant may be
entitled to receive as an eligible participant under
the Annual Management Incentive Program) equal to the
sum of (i) any incentive compensation Participant
earned (or, if such amount has not yet been
determined, the amount he or she would have earned
assuming the Company's annual profit plan performance
threshold was achieved) under the Annual Management
Incentive Program for the fiscal year immediately
preceding the year in which Participant's Official
Employment Termination Date occurs, provided any such
sum has not yet been paid; (ii) any incentive
compensation Participant earned under the Annual
Management Incentive Program with respect to any
multi-year performance period which was completed on
or prior to Participant's Official Employment
Termination Date provided any such sum has not yet
been paid; and (iii) a pro rata portion of the
aggregate estimated value of all incentive
compensation awards to Participant relating to all
uncompleted one-year performance periods (2) under
the Annual Management Incentive Program calculated by
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(2)Participant shall not be entitled to receive a pro rata payment
with respect to awards to be computed under multi-year performance periods
which have not been completed on or prior to Participant's Official Employment
Termination Date.
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assuming the Company's annual profit plan performance
threshold was achieved (3).
BU. Early lapse of restrictions applicable to all
Restricted Shares which were awarded to Participant
under the Long-Term Incentive Plan prior to the time
a Change of Control of the Company occurs (or, in the
case of a Change of Control of the Company described
in Section 3.1.G(3) or (4) hereof, any such shares
awarded prior to consummation of the transaction,
approval of which constitutes the Change of Control
of the Company), and acceleration of vesting of all
outstanding Employee Options granted to Participant
under the Long-Term Incentive Plan prior to the time
a Change of Control of the Company occurs (or, in the
case of a Change of Control of the Company described
in Section 3.1.G(3) or (4) hereof, any such options
granted prior to consummation of the transaction,
approval of which constitutes the Change of Control
of the Company);
BV. $10,000 for payment of premiums to continue employee
benefit plan coverage offered to terminating
employees subsequent to Participant's Official
Employment Termination Date; and
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(3)The pro rata portion of any such award shall be the amount payable
(i) assuming the Company's performance threshold in the annual profit plan for
the year in which Participant's Official Employment Termination Date occurs was
achieved, and (ii) that a multiplier was utilized based on the multiplier which
would have applied had that performance occurred in the prior fiscal year, said
amount to be multiplied by a fraction, the numerator of which is the number of
full months which elapsed from the beginning of the performance period through
Participant's Official Employment Termination Date and the denominator of which
is twelve.
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BW. Outplacement services under a program to be selected
by the Company.
4.4. Effect of Death, Disability or Retirement. If, during the term of
this Plan, Participant (i) dies, (ii) fails to perform his or her duties with
the Company on a full-time basis for six consecutive months due to Disability,
and fails to recommence the full-time performance of his or her duties within
thirty days after a written Notice of Termination is given to Participant (which
notice may be given after Participant fails to perform his or her duties with
the Company on a full-time basis for five consecutive months due to Disability),
or (iii) ends his or her employment by Retiring, this Plan shall expire as of
the date of Participant's death, Official Employment Termination Date or date of
Retirement, as the case may be, without any obligation on the part of the
Company or its successors to pay any Severance Benefits to or with respect to
Participant hereunder.
4.5. Effect of Termination for Cause or Other Than for Good Reason.
Following a Change of Control of the Company, if Participant's employment is
terminated either (i) by the Company for Cause; or (ii) by Participant without
Good Reason, subject to Section 4.1.A. hereof, the Company shall have no further
obligations to Participant under this Plan.
4.6. Notice of Termination. After a Change of Control of the Company
and during the term of this Plan, any purported termination of Participant's
employment (other than by reason of death), shall be communicated by a Notice of
Termination from one party hereto to the other party hereto in accordance with
Section 8.2 hereof, and
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no purported termination which fails to comply with this requirement shall be
effective.
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ARTICLE 5.
FORM AND TIMING OF SEVERANCE BENEFITS
5.1. Form and Timing of Severance Benefits. Following Executive's
satisfaction of the applicable conditions, the Severance Benefits shall be paid
or provided in the manner and at the times hereinafter set forth. Severance
Benefits described in Sections 4.3.A., 4.3.B. and 4.3.D. hereof shall be paid in
cash (except as otherwise provided herein) to Participant in a single lump sum
as soon as practicable following Participant's Official Employment Termination
Date; provided, however, that if the amounts of such payments cannot be finally
determined within ninety days after such date, the Company shall pay Participant
an estimate of the amount Participant is entitled to receive not later than such
ninetieth day. Such estimate shall be determined in good faith by the Company.
The Company shall pay the remainder of such payments (together with interest at
the rate provided in Section 1274(b)(2) of the Code) as soon as the final amount
thereof can be determined. If the estimated payments exceed the amount
subsequently determined to be due, any excess shall constitute a loan by the
Company to Participant, which shall be repayable to the Company on the fifth
business day after demand by the Company (together with interest at the rate
provided in Section 1274(b)(2)(B) of the Code). At the time that payments are
made hereunder, the Company shall provide
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Participant with a written statement setting forth the manner in which such
payments were calculated and the basis for such calculations.
If a decision is rendered by a court or a determination is made by the
Internal Revenue Service that the aggregate "parachute payments" which were
paid to or for Participant's benefit exceeded the maximum amount deductible
under Code Section 280G, and such decision or determination has become final,
then Participant shall be obligated to repay to the Company upon demand an
amount equal to the sum of (i) the excess of the aggregate "parachute payments"
which were paid to or for Participant's benefit over the aggregate "parachute
payments" that could have been paid to or for Participant's benefit without
loss of deduction under Section 280G of the Code with respect to any portion of
such "parachute payments", and (ii) interest on the amount set forth in clause
(i) of this sentence at the rate provided in Section 1274(b)(2)(B) of the Code
from the date of Participant's receipt of such excess until the date of
Participant's repayment thereof.
Early lapse of restrictions relating to Restricted Shares and
acceleration of vesting of Employee Options under Section 4.3.C. shall occur as
of Participant's Official Employment Termination Date. Severance Benefits
described in Section 4.3.E. hereof shall
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be provided to Participant as soon as practical after Participant's Official
Employment Termination Date.
5.2. Withholding of Taxes. Company shall withhold from any amounts
payable under this Plan all Federal, state, city, or other taxes as legally
required.
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ARTICLE 6.
SUCCESSORS
6.1. Successors. The Company will require any successor (whether
direct or indirect, by purchase, merger, consolidation, or otherwise) of all or
substantially all of the business and/or assets of the Company to expressly
assume and agree to perform this Plan in the same manner and to the same extent
that the Company would be required to perform it if no such succession had taken
place. Failure of the Company to obtain such assumption and agreement prior to
the effectiveness of any such succession shall be a breach of this Plan and
shall entitle Participant to receive Severance Benefits from the Company in the
same amount and on the same terms as Participant would be entitled to hereunder
if he voluntarily terminated his employment for Good Reason after the occurrence
of a Change of Control of the Company, except, for purposes of implementing the
foregoing, the date on which any such succession becomes effective shall be
deemed to be Participant's Official Employment Termination Date.
6.2. Beneficiaries. This Plan shall inure to the benefit of and be
enforceable by Participant's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees, and legatees. If
Participant should die
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while any amount would still be payable to him or her hereunder had he or she
continued to live, all such amounts, unless otherwise provided herein, shall be
paid to Participant's estate or, if the Company is satisfied that there will be
no probate proceeding involving Participant's estate, and Participant has
executed a will which does not specifically refer to the Severance Benefits
hereunder but which pours over the residue of Participant's estate to a trustee
under a revocable inter vivos trust established by Participant during his or
her lifetime, then all such amounts shall be paid to the trustee or successor
trustee of such trust.
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ARTICLE 7.
ADMINISTRATION AND CONFIDENTIALITY OF INFORMATION;
OBLIGATIONS OF PARTICIPANT UPON A POTENTIAL CHANGE OF CONTROL
7.1 Administration. This Plan shall be administered by the Board,
as advised by the Committee. In such advisory capacity, and with the approval
of a majority of the Board concerning all such actions hereunder, the
Committee, to the extent any of its actions are not contrary to the express
provisions of the Plan, is authorized to interpret this Plan, to prescribe and
rescind rules and regulations, to provide conditions and assurances deemed
necessary and advisable to protect the interests of the Company, to recommend
individuals for participation, and to make all other determinations necessary
or advisable in connection with the administration of this Plan.
In fulfilling its administrative duties hereunder, the Board and the
Committee may rely on outside counsel, independent accountants, or other
consultants to render advice or assistance, and shall be indemnified by the
Company for acting in reliance on such advice.
7.2 Confidential Information. Participant shall hold in a
fiduciary capacity for the benefit of the Company all secret or confidential
information, knowledge or data relating to the Company or any of its affiliated
companies, and their respective businesses, which shall have been obtained by
Participant during Participant's employment by the Company or any of its
affiliated
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companies and which shall not be or have become public knowledge (other than by
acts by Participant or representatives of Participant in violation of this
Plan). After termination of Participant's employment with the Company,
Participant shall not, without the prior written consent of the Company or as
may otherwise be required by law or legal process, communicate or divulge any
such information, knowledge or data to anyone other than the Company and those
designated by it. In no event shall an asserted violation of the provisions of
this Section 7.2 constitute a basis for deferring or withholding any amounts
otherwise payable to Participant under this Plan.
7.3 Obligations of Participant Upon a Potential Change of Control.
As a condition of participation in this Plan, Participant agrees that, subject
to the terms and conditions of this Plan, in the event of the occurrence of a
Potential Change of Control of the Company during the term of this Plan, he or
she will remain in the employ of the Company until the earliest of (i) a date
which is six months from the date such Potential Change of Control of the
Company occurs; (ii) the date of occurrence of a Change of Control of the
Company; (iii) the date of termination by Participant of his or her employment
for Good Reason (determined by treating the Potential Change of Control of the
Company as a Change of Control of the Company in applying the definition of
Good Reason), by reason of death, Disability or Retirement; or (iv) the date of
termination by the Company of Participant's employment.
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ARTICLE 8.
MISCELLANEOUS PROVISIONS
8.1. Entire Plan. This Plan shall constitute the entire plan governing
the payment of severance benefits by the Company to Participant and shall
supersede those provisions of any employment agreement between Participant and
the Company or severance plan sponsored by the Company which agreement or plan,
as the case may be, affects Participant's rights to receive benefits as a result
of his or her termination of employment following the occurrence of a Change of
Control of the Company. In all other respects, any employment agreement or plan
shall continue in full force and effect, and is hereby ratified and confirmed.
8.2. Notices. Except as otherwise specified herein, for purposes of
this Plan, notices and all other communications provided for in the Plan shall
be in writing and shall be deemed to have been duly given when delivered or
mailed by United States registered mail, return receipt requested, postage
prepaid, addressed to the respective addresses set forth below, or to such other
address as either party may have furnished to the other in writing in accordance
herewith, except that notice of change of address shall be effective only upon
actual receipt:
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To the Company:
Executive Vice President of Corporate
Staff and Human Resources
Comerica Tower at Detroit Center
500 Woodward Avenue, 31st Floor
Detroit, Michigan 48226
To the Participant:
At current address on file with Human Resources
8.3. Claims and Disputes; Arbitration. Claims for benefits under this
Plan shall be made in writing to the Company. If the claim is rejected or not
acted upon within thirty days, a copy of the claim shall be presented to the
Claims Arbiter. The Claims Arbiter shall provide a reasonable opportunity (not
to exceed thirty days) for both parties to present relevant evidence and shall
schedule a hearing if required by applicable law or if the Claims Arbiter
otherwise determines to hold a hearing. The Claims Arbiter shall, within a
reasonable period of time but not later than thirty days after receipt of the
claim or the date of a hearing, whichever is later, provide written notice of
disposition of the claim. If the claim is denied in whole or in part, such
notice shall also set forth:
A. The specific reason or reasons for denial; and
B. Specific reference to the pertinent provisions of the Plan upon
which the denial is based.
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Unless waived by the Company in writing, Participant shall be required to
exhaust his or her remedies under the foregoing claims procedure as a
condition precedent to filing a claim for arbitration in accordance with the
following paragraph.
Any controversy arising out of or relating to this Plan, or alleged
breach thereof, shall be settled by binding arbitration in Wayne County,
Michigan in accordance with the laws of the State of Michigan by three
arbitrators, one of whom shall be appointed by the Company, one by Participant
(or in the event of his or her death, Participant's legal representative) and
the third of whom shall be appointed by the first two arbitrators. The
arbitration shall be conducted as a de novo review in accordance with the
Commercial Arbitration Rules of the American Arbitration Association. Judgment
upon the award rendered by the arbitrators may be entered in any court having
jurisdiction thereof.
8.4 Limitation of Company's Liability. Notwithstanding any other
provision hereof, the Company shall not be liable for any actual or potential
loss or diminution of value Participant may incur or allege due to legal,
financial accounting and/or internal Company policy restrictions applicable to
Participant by reason of his or her position with the Company, including,
without limitation, restrictions imposed by Section 16 of the Exchange Act, the
Securities Act of 1933, as amended, the Company's internal
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trading blackout policy and the pooling-of-interest financial accounting rules
applicable to dispositions of stock by "affiliates". Participant further
agrees that he or she will not make any claim against the Company for
reimbursement or otherwise in connection with any adverse financial
consequences he or she may incur in complying with such rules and policy.
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Exhibit A to
Comerica Incorporated
Senior Officer
Severance Plan
SEVERANCE AGREEMENT AND RELEASE
This Severance Agreement and Release (hereinafter referred to as the
"Release") is entered into between _____________________ (hereinafter referred
to as "Participant") and Comerica Incorporated, a Delaware corporation
(together with its affiliates being hereinafter referred to as "Comerica").
1. Participant was employed by Comerica and was covered under the
Comerica Incorporated Senior Officer Severance Plan (the "Plan"). As a result
of a change of control of Comerica and the termination of Participant's
employment, Participant is eligible to receive benefits under the Plan provided
Participant signs this Release. Participant is not entitled to receive any
benefits under the Plan if Participant fails to sign this Release.
2. Comerica hereby acknowledges that Participant is entitled to
receive a severance payment in the net amount of _______________ dollars
($_____________) under Sections 4.3.A. and 4.3.B. of the Plan and a payment in
the net amount of ___________________ dollars ($_____________) under Section
4.3.D. of the Plan, and Participant acknowledges that said sums are the correct
amounts owning to Participant under Sections 4.3.A., 4.3.B. and 4.3.D. of the
Plan. Comerica also acknowledges that Participant is entitled to receive other
benefits under Sections 4.3.C. and 4.3.E. of the Plan.
3. Continuation of employee benefit plan coverage, with respect to
which Participant is receiving an amount under Section
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4.3.D. of the Plan to defray the premiums, will begin on the date of
termination of Participant's employment.
4. Except for payments and benefits under the Plan and under the
Comerica Incorporated Retirement Plan and Comerica Incorporated Preferred
Savings Plan, Participant acknowledges that he or she is not entitled to
receive any other payments or benefits from Comerica.
5. In consideration of payment to Participant of the amounts and
provision of benefits under the Plan, Participant agrees for himself (or
herself) and on behalf of all people who may act on his or her behalf
(including, but not limited to, Participant's family members, heirs, executors,
administrators, personal representatives, agents and/or legal
representatives), to forever and fully release and discharge Comerica, and all
former, current and future employees, directors, officers, agents and
successors of Comerica, from any and all claims, causes of action, charges,
contracts, grievances, demands, and/or other liability of any nature
whatsoever, that Participant ever had by reason of or arising out of any
matter, cause and/or event occurring on or prior to the date of signing of this
Release. This shall include, but not be limited to, any and all claims of any
nature which may have arisen on or prior to the date of signing of this Release
and which are in any way related to Participant's employment, termination of
employment, any and all claims relating to forced resignation, constructive
discharge, libel, slander, deprivation of due process, wrongful discharge,
discrimination, harassment of any nature, breach of contract, breach of implied
contract, infliction of emotional
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distress, detrimental reliance, invasion of privacy, negligence, interference
with contractual or other relationships, retaliatory discharge or treatment
and/or termination in violation of public policy. This Release also
specifically includes, but is not limited to, any and all claims under common
law or any federal, state and/or local law, regulation, executive order, rule
and/or ordinance, and/or any and all claims which could have been alleged in
any litigation or administrative proceeding between Participant and any of the
persons and/or entities released. This Release shall further include, but not
be limited to, any right, claim or demand, which may have arisen on or prior to
the date of signing of this Release, which Participant may have pursuant to the
Michigan Payment of Wages and Fringe Benefits Act, the Whistleblowers'
Protection Act, the Fair Labor Standards Act, the Equal Pay Act, the Age
Discrimination in Employment Act, the Elliott-Larsen Civil Rights Act, Title
VII of the Civil Rights Act of 1964, the Americans With Disabilities Act, the
Michigan Handicappers' Civil Rights Act, the Employee Retirement Income
Security Act and/or any other federal, state and/or local law, executive order,
rule, ordinance or regulation.
6. Participant promises never to file a lawsuit, grievance,
administrative charge or any other type of action asserting any claims which
are released in Section 5. of this Release. Further, Participant acknowledges
that he or she has received a copy of the Plan and reaffirms and agrees to
honor all obligations Participant has under the Plan.
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7. The parties agree that this Release will forever and for all time
bar any action and/or claim of Participant based on circumstances or events
which occurred on or prior to the time of the signing of this Release.
8. This Release constitutes the entire agreement between Participant
and Comerica relating to the subject matter within, and supersedes any other
agreements and understandings between the parties relating to such subject
matter. Comerica has not made any promises to Participant with respect to such
subject matter other than those contained herein.
9. Comerica advises Participant to consult with an attorney prior to
signing this Release. Participant shall have forty-five days in which to
consider this Release. The forty-five day period shall not begin to run until
Comerica informs Participant, in writing, in a manner calculated to be
understood by the average individual eligible to participate in the Plan, as to
(i) any class, unit, or group of individuals covered by the Plan, any
eligibility factors for the Plan, and any time limits applicable to the Plan;
and (ii) the job titles and ages of all individuals eligible or selected for
the Plan, and the ages of all individuals in the same job classification or
organizational unit who are not eligible or selected for participation in the
Plan.
10. Following the signing of this Release, Participant shall have
seven days within which he or she may revoke this Release, by hand delivering
or mailing (certified mail suggested) during such seven-day period, a written
notice of revocation to:
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Executive Vice President of Corporate
Staff and Human Resources
Comerica Tower at Detroit Center
500 Woodward Avenue, 31st Floor
Detroit, Michigan 48226
This Release shall not become effective or enforceable until the revocation
period provided in this section has expired. If Participant fails to sign this
Release, or if Participant revokes this Release, Participant will not receive
any payments or benefits described herein and must return all payments and
benefits which may have been made under the Plan.
11. Participant acknowledges that he or she has had sufficient time
to review this Release and has carefully read and understands its contents.
Participant has had the full opportunity to consult with an attorney regarding
the terms hereof. Participant acknowledges that he or she is knowingly and
voluntarily signing this Release with full knowledge of its terms.
The parties have signed this Release on the dates set forth below.
COMERICA INCORPORATED
Dated:___________________ By:_____________________________
Its:____________________________
PARTICIPANT
Dated:___________________ ________________________________
-5-
47
Exhibit B to Comerica Incorporated
Senior Officer Severance Plan
NAMES OF EMPLOYEES WHO ARE
PARTICIPANTS OF THE COMERICA
INCORPORATED SENIOR OFFICER SEVERANCE PLAN
Name of Participant Effective Date of Coverage
- ------------------- --------------------------
SVP I
- -----
Lawrence N. David January 1, 1996
James D. Deyo January 1, 1996
Paul E. Ellis January 1, 1996
Pat Faubion January 1, 1996
Thomas K. Fisher January 1, 1996
Frank N. Gaddy, Jr. January 1, 1996
Alan R. Goldman January 1, 1996
Joe R. Goyne January 1, 1996
E. Mark Gregory, III January 1, 1996
Stephen G. Hawkins January 1, 1996
Arthur W. Hermann January 1, 1996
Stephen J. Hugley January 1, 1996
Walter T. Kaczmarek January 1, 1996
John M. Killian January 1, 1996
George W. Lindenberg January 1, 1996
Elaine A. McMahon January 1, 1996
Thomas D. Ogden January 1, 1996
Douglas A. Ransdell January 1, 1996
Mark W. Shobe January 1, 1996
SVP II
- ------
Mary Ellen Baker January 1, 1996
Fred Ball. Jr. January 1, 1996
Leonard B. Carleton January 1, 1996
Tom Daniels January 1, 1996
Thomas W. Early January 1, 1996
Larry E. Eastham January 1, 1996
Douglas W. Fiedler January 1, 1996
Raymond J. Janisse January 1, 1996
Dan T. Kawamoto January 1, 1996
Robert D. Kemp, Jr. January 1, 1996
Jerry A. Lamb January 1, 1996
Judith Slusser Love January 1, 1996
Ed K. Mims January 1, 1996
Joseph A. Moran January 1, 1996
Karen J. Mulvahill January 1, 1996
Robert N. Olsen January 1, 1996
Michael R. Ong January 1, 1996
Peter W. Ronan January 1, 1996
Michael J. Tierney January 1, 1996
James Tietjen January 1, 1996
Philip R. Welsher January 1, 1996
Thomas A. Wilson January 1, 1996
Total # Participants = 41