exv10w1



 





Exhibit 10.1




MERCANTILE BANK OF MICHIGAN




DIRECTOR NON-COMPETE AND NON-SOLICITATION AGREEMENT




     In order to comply with the policy of the Board of Directors (the “Board”) of Mercantile Bank
of Michigan, a Michigan banking corporation (the “Bank”), that each non-employee director of the
Bank enter into a non-compete agreement; to preserve the interests of the Bank in its customers,
business, and confidential information; and in consideration of non-compete agreements being
entered into by one or more of the other members of the Board, and directors fees, if any, that I
may receive; I agree as follows:




	 	1.	 	Acknowledgment. I acknowledge that I am and will be in possession of confidential
information regarding the Bank, its sole shareholder, Mercantile Bank Corporation
(“Mercantile”), their respective subsidiaries (collectively, the “Companies” and each a
“Company”), and the customers of the Companies, and have or may establish or continue
relationships with customers on behalf of the Companies that are valuable to them and their
businesses.
	 
	 	2.	 	Non-Competition. I agree that from the date of this agreement through the earlier of
(i) the date one year after I am no longer a member of the Board of Directors of the Bank
or any of the other Companies, and (ii) the date of an occurrence of a Change in Control
(as defined in Schedule A to this Agreement) of Mercantile (the “Non-Compete Period”); I
will not serve as a member of the board of directors or any advisory board of, or directly
or indirectly participate in the management or control of, be an employee or officer of,
own a substantial interest in, or in any manner engage in, any business or enterprise
(other than any of the Companies) that engages in the business of (i) banking or of a
savings and loan, credit union or other financial institution, (ii) lending money as its
primary business, (iii) taking deposits, or (iv) lease financing; within a fifty (50) mile
radius of any of the following Michigan cities: Grand Rapids, Holland, Lansing or Ann
Arbor. The sentence above shall not be construed to prohibit me from being a passive owner
of not more than 1% of any publicly-traded class of capital stock of any entity, continuing
any ownership interest that I now have, or continuing my present work for a company or
entity that now employs me.
	 
	 	3.	 	Non-Solicitation. I agree that during the Non-Compete Period, I will not (i) induce or
attempt to induce any employee of any of the Companies to terminate any employment or other
relationship with any of the Companies, (ii) in any way materially interfere with the
relationship between any of the Companies and any employee of any of the Companies, (iii)
hire or attempt to hire, directly or through any entity, any person who was an employee of
any of the Companies at any time during the Non-Compete Period, (iv) induce or attempt to
induce any partner, client, referral source, customer, supplier, licensee, or any other
person




 









 






	 	 	 	with a business relation with any of the Companies, to cease doing business with the Bank or
any of the other Companies, or in any way materially interfere with the relationship between
any such partner, client, referral source, customer, supplier, licensee, or other person
with a business relation, and any of the Companies.
	 
	 	4.	 	Injunctive Relief. I agree that the Companies would be irreparably harmed by my breach
of any of the provisions of paragraphs 2 or 3 above, and that damages at law would not be
sufficient to compensate the Companies for the breach. If I breach or threaten to breach
any of the terms of this Agreement, any of the Companies, in addition to any other remedies
it may have and without limiting its remedies, may apply for and will be entitled to,
injunctive relief or specific enforcement to prevent the breach or threatened breach, and
may otherwise specifically enforce any of the terms of this Agreement; in each case without
having to prove it has actually been damaged by my actions. I agree not to contest any
application for injunction or specific performance that any of the Companies may seek, and
waive any defense to the granting of relief based on the adequacy of the remedy at law or
absence of irreparable harm.
	 
	 	5.	 	Agreement Reasonable and Necessary. I agree that the duration, area and scope of my
agreements in paragraphs 2 and 3 above are reasonable and necessary to protect the
legitimate business interests of the Companies, and do not unduly limit my ability to
obtain employment or otherwise earn a living at the same general level of economic benefit
as I currently enjoy. If at the time of enforcement of this Agreement, a court shall hold
(and such holding is not reversed on appeal) that the duration, area or scope provided for
in either of paragraphs 2 or 3 above is unreasonable, then such duration, area or scope
shall be reduced to the maximum duration, area and scope that is not unreasonable.
	 
	 	6.	 	Confidential Information. I acknowledge that information obtained by me during my
service as a director of the Bank or any of the other Companies concerning their business
or customers (“Confidential Information”) is the property of the Companies. I will not at
any time, without the prior written consent of the Bank and Mercantile, disclose to any
person other than a director, officer or appropriate employee of any of the Companies, or
use for my own account or for the account of any person other than a Company, any
Confidential Information, except to the extent necessary to comply with applicable laws or
to the extent that such information becomes generally known to and available for use by the
public other than as a result of my acts or omissions to act. Upon termination of my
position as a director of the Bank or of any other Company, I will deliver to the Bank or
such other Company, all documents containing Confidential Information or relating to its
business or affairs that I may then possess or have under my control.




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	 	7.	 	No Right to Continue as a Director. This Agreement does not confer on me any right to
continue as a member of the Board of Directors of the Bank or of any other Company, or to
be nominated for election to any Board of Directors. I have the right, in my sole
discretion, to resign at any time, from the Board of Directors of the Bank and the Boards
of Directors of any of the other Companies on which I serve as a director.
	 
	 	8.	 	Amendments and Prior Agreements. No provision of this Agreement may be amended or
waived, except by a written agreement signed by me and the Bank which expressly refers to
and amends this Agreement. This Agreement contains the entire agreement and understanding
between me, the Bank and the other Companies with respect to the matters addressed by this
Agreement, and no representation, promise, agreement, or understanding, written or oral,
with respect to such matters that are not contained in this Agreement shall be of any force
or effect. This Agreement shall survive the termination of my position as a director of
the Bank.
	 
	 	9.	 	Successors, Assigns, Benefit and Reliance. This Agreement shall inure to my benefit
and to the benefit of the Companies, their successors and assigns, and shall be binding on
me, the Bank, and my and the Bank’s heirs, representatives, successors and assigns. Each
of the Companies is expressly authorized to rely upon and enforce my agreements and
obligations set forth in this Agreement.
	 
	 	10.	 	Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of Michigan, without giving effect to the principles of conflicts of law.
	 
	 	11.	 	Opportunity to Consult with Counsel. I have been advised to confer with counsel of my
choice regarding this Agreement, and have had an opportunity to do so before signing this
Agreement.





This
Agreement is effective this 22nd day of February, 2007.




	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	DIRECTOR	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
                          (sign
name above)
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
 
	 	 
	 

	 	 	 	 	 	 
 
	 	 
	 

	 	 	 	 	 	 
                      (print
name and address)
	 	 
	ACKNOWLEDGED AND ACCEPTED	 	 	 	 	 	 
	MERCANTILE BANK OF MICHIGAN	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	BY:
	 	 	 	 	 	 	 	 
	 

	 	 
 	 	 	 	 	 	 
	ITS:
	 	 	 	 	 	 	 	 
	 

	 	 
 	 	 	 	 	 	 





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SCHEDULE A




TO MERCANTILE BANK OF MICHIGAN



NON-COMPETE AND NON-SOLICITATION AGREEMENT




DEFINITION OF CHANGE IN CONTROL



For purposes of this Agreement, a Change in Control shall be deemed to have occurred if:





	 	(i)	 	Any “person” or “group of persons” as such terms are defined in Section 13 or
14 of the Securities Exchange Act of 1934 (the “Exchange Act”) directly or indirectly
purchases or otherwise becomes the “beneficial owner” (as defined in the Exchange Act)
or has the right to acquire such beneficial ownership (whether or not such right is
exercised immediately, with the passage of time or subject to any condition) of voting
securities representing forty percent (40%) or more of the combined voting power of all
outstanding voting securities of Mercantile Bank Corporation (“Mercantile”); or
	 
	 	(ii)	 	During any period of two consecutive calendar years the individuals who at the
beginning of such period constitute the Board of Directors of Mercantile cease for any
reason to constitute at least the majority of the members thereof unless (1) there are
five or more directors then still in office who were directors at the beginning of the
period and (2) the election or the nomination for election by Mercantile’s shareholders
of each new director was approved by at least two-thirds (2/3) of the directors then
still in office who were directors at the beginning of the period; or
	 
	 	(iii)	 	The shareholders of Mercantile shall approve an agreement to merge or
consolidate Mercantile with or into another corporation as a result of which less than
fifty percent (50%) of the outstanding voting securities of the surviving or resulting
entity are or are to be owned by the former shareholders of Mercantile (excluding from
former shareholders a shareholder who is or as a result of the transaction in question,
becomes an affiliate as defined in Rule 12b-2 under the Exchange Act of any party to
such consolidation or merger); or
	 
	 	(iv)	 	The shareholders of Mercantile shall approve the sale of all or substantially
all of Mercantile’s business and/or assets to a person or entity that is not a
wholly-owned subsidiary of Mercantile.





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SCHEDULE REGARDING NON-COMPETE AND

NON-SOLICITATION AGREEMENT SET FORTH ABOVE




     A Non-Compete and Non-Solicitation Agreement in the form set forth above was executed
effective February 22, 2007 between Mercantile Bank of Michigan, and each of the following
non-employee directors of the Bank, respectively: Betty S. Burton, David M. Cassard, Edward J.
Clark, Peter A. Cordes, C. John Gill, Doyle A. Hayes, David M. Hecht, Susan K. Jones, Lawrence W.
Larsen, Calvin D. Murdock, Merle J. Prins, Dale J. Visser, and Donald Williams, Sr. Each of the
Agreements is the same as the form of the agreement set forth above, except that one of the 13
non-employee directors has signed each, respectively, and each has been signed by an officer of the
Bank on its behalf.




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