exv10w1



 





Exhibit 10.1




Additional Release of Claims

Pursuant to Retirement Agreement Dated May 24, 2007




Mr. Gerald R. Johnson, Jr.

310 Leonard Street NW

Grand Rapids, Michigan 49504




Dear Jerry,




     This Additional Release of Claims (this “Agreement”) is among you, Mercantile Bank Corporation
(“MBC”) and Mercantile Bank of Michigan (“MBM”), and is being provided by you to MBC and MBM
pursuant to the second paragraph of Section 7 of your Retirement Agreement dated May 24, 2007 among
you, MBC and MBM (the “Retirement Agreement”).


1. Consideration for you providing this Agreement. You agree that you are executing this Agreement
pursuant to the Retirement Agreement in order to continue to receive payments that are or become
due to you under the Retirement Agreement. The additional release in this Agreement covers any
claims up to the time of your execution of this. You agree and acknowledge that the payments and
benefits provided for you under the Retirement Agreement are sufficient consideration for the
Retirement Agreement and for you providing the additional release set forth in this Agreement.



2. Additional Comprehensive Unconditional Release. You hereby release and forever discharge MBC,
MBM, each of the other Mercantile Entities, and their respective successors, assigns, affiliates,
shareholders, directors, officers, trustees, administrators, employees, agents, subcontractors,
consultants, representatives, and heirs (hereinafter collectively referred to as the “Released
Persons”) from any and all claims, demands, actions, causes of action, lawsuits, liabilities,
interest, attorney’s fees, damages, losses, expenses or costs of any and every nature whatsoever,
expressly or impliedly that you may have had or do have as of the end of the day on June 30, 2007,
including any claims that are known or unknown that may have been asserted by you or on your behalf
against any of the Mercantile Entities or any of the other Released Persons, or involving any other
matter relating to your employment or prospective employment, or position as an officer, director
or trustee. This includes, but is not limited to, releasing any and all claims that you may have
under the Michigan Elliott-Larsen Civil Rights Act, Title VII of the Civil Rights Act of 1964, as
amended, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the
Americans with Disabilities Act, and the Michigan Persons With Disabilities Civil Rights Act, and
all other relevant state and Federal statutes. This Section shall not be deemed to waive or
release (a) any of your rights to payments or benefits provided for in the Retirement


 









 






Agreement, including Section 4 of the Retirement Agreement, (b) any rights you may have to the
return of the principal or interest on any deposits that you may have with MBM, in accordance with
the terms of the deposit, (c) any rights you may have to indemnification or reimbursement or any
limitation of liability applicable to you under the Articles of Incorporation or Bylaws of any of
the Mercantile Entities and any rights you may have under any directors and officers liability
insurance policy purchased by any of the Mercantile Entities, or (d) any persons, other than
Mercantile Entities or their directors, officers, trustees, employees or counsel, from any claims,
demands, actions, causes of action, lawsuits, liabilities, interest, attorney’s fees, damages,
losses, expenses or costs, that are totally unrelated to any of the Mercantile Entities, or their
business, or your service or the termination of your service as a director, officer, trustee or
employee of any of the Mercantile Entities. As used in this Agreement, the term “Mercantile
Entities” shall mean MBC, MBM, and their respective subsidiaries and affiliated companies.




3. You acknowledge and agree that:




     (a) You have been given the opportunity to fully review this Agreement, have thoroughly
reviewed it, fully understand its terms and knowingly and voluntarily agree to all of its
provisions including, but not limited to, the release set forth in Section 2 above.



     (b) You have been provided up to twenty-one (21) days to consider whether to sign this
Agreement and that such period is a reasonable time for your consideration of this Agreement.



     (c) MBC and MBM have advised you to consult with an attorney regarding this Agreement, and
that you either consulted with an attorney regarding this Agreement or have intentionally chosen
not to exercise your right to consult with an attorney regarding this Agreement.



     (d) If this Agreement is executed prior to the expiration of the twenty-one (21) day period
that you were given to consider this Agreement, such execution was knowing and voluntary, your
preference to do so, and without coercion from MBC, MBM or any other person.


4. Seven Day Revocation Period. You have the right to revoke this Agreement for a period of seven
(7) days following the date of your signing this Agreement. You may revoke this Agreement by
providing written notice of your revocation of this Agreement to the President, the Secretary or
the Human Resource Director of MBM before expiration of the revocation period. This Agreement is
not effective or enforceable until the seven day revocation period has expired.




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5. Retirement Agreement remains in full force. This Agreement is in addition to the Retirement
Agreement and the Retirement Agreement remains in full force and effect.



6. Applicable Law and Severability. This Agreement shall be governed by the laws of the State of
Michigan. If, for any reason, any provision of this Agreement is unenforceable, the remainder of
this Agreement shall nonetheless remain binding and in effect.



7. Arbitration. Any dispute arising out of this Agreement shall be exclusively resolved in binding
arbitration in Grand Rapids, Michigan and in accordance with the rules of the American Arbitration
Association; and subject to the same terms and provisions relating to arbitration as are set forth
in Section 12 of the Retirement Agreement.




     Please read carefully. This Agreement includes a release of all known and unknown claims.



     Please confirm your agreement to the above by signing and returning to MBC or MBM a copy of
this Agreement, in which case this will become a legally binding agreement among MBC, MBM and you,
subject only to your right to revoke this Agreement as provided for in Section 4 of this Agreement.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	MERCANTILE BANK CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Michael H. Price
 

	 	 
	 

	 	 	 	 	 	Michael H. Price

Chairman of the Board, President and
Chief Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Dated: August 6, 2007	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	MERCANTILE BANK OF MICHIGAN	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Michael H. Price
 

	 	 
	 

	 	 	 	 	 	Michael H. Price	 	 
	 

	 	 	 	 	 	Chairman of the Board
and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Dated: August 6, 2007	 	 
	 
	 	 	 	 	 	 	 	 
	I Agree to the above.
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Gerald R. Johnson, Jr.
 

Gerald R. Johnson, Jr.

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Dated: July 26, 2007
	 	 	 	 	 	 	 	 







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