THE EXECUTIVE DURING THE EXECUTIVE'S EMPLOYMENT BY
THE COMPANY OR THE AFFILIATED COMPANIES AND WHICH INFORMATION, KNOWLEDGE OR DATA
SHALL NOT BE OR BECOME PUBLIC KNOWLEDGE (OTHER THAN BY ACTS BY THE EXECUTIVE OR
REPRESENTATIVES OF THE EXECUTIVE IN VIOLATION OF THIS AGREEMENT).
AFTER
TERMINATION OF THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY, THE EXECUTIVE 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 PERSONS DESIGNATED
BY THE COMPANY.
IN NO EVENT SHALL AN ASSERTED VIOLATION OF THE PROVISIONS OF
THIS SECTION 9 CONSTITUTE A BASIS FOR DEFERRING OR WITHHOLDING ANY AMOUNTS
OTHERWISE PAYABLE TO THE EXECUTIVE UNDER THIS AGREEMENT.
SECTION 10.
SUCCESSORS.
(A)
THIS AGREEMENT IS PERSONAL TO THE EXECUTIVE,
AND, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, SHALL NOT BE ASSIGNABLE
BY THE EXECUTIVE OTHER THAN BY WILL OR THE LAWS OF DESCENT AND DISTRIBUTION.
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY THE
EXECUTIVE'S LEGAL REPRESENTATIVES.
(B)
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON
THE COMPANY AND ITS SUCCESSORS AND ASSIGNS.
EXCEPT AS PROVIDED IN
SECTION 10(C), WITHOUT THE PRIOR WRITTEN CONSENT OF THE EXECUTIVE THIS AGREEMENT
SHALL NOT BE ASSIGNABLE BY THE COMPANY.
(C)
THE COMPANY WILL REQUIRE ANY SUCCESSOR (WHETHER DIRECT OR
INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE) TO ALL OR
SUBSTANTIALLY ALL OF THE BUSINESS AND/OR ASSETS OF THE COMPANY TO ASSUME
EXPRESSLY AND AGREE TO PERFORM THIS AGREEMENT 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.
"COMPANY" MEANS THE COMPANY AS HEREINBEFORE DEFINED AND ANY
SUCCESSOR TO ITS BUSINESS AND/OR ASSETS AS AFORESAID THAT ASSUMES AND AGREES TO
PERFORM THIS AGREEMENT BY OPERATION OF LAW OR OTHERWISE.
SECTION 11.
MISCELLANEOUS.
(A)
THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS.
THE CAPTIONS OF THIS AGREEMENT ARE
NOT PART OF THE
16
PROVISIONS HEREOF AND SHALL HAVE NO FORCE OR EFFECT.
SUBJECT TO THE LAST
SENTENCE OF SECTION 11(H), THIS AGREEMENT MAY NOT BE AMENDED OR MODIFIED OTHER
THAN BY A WRITTEN AGREEMENT EXECUTED BY THE PARTIES HERETO OR THEIR RESPECTIVE
SUCCESSORS AND LEGAL REPRESENTATIVES.
(B)
ALL NOTICES AND OTHER COMMUNICATIONS HEREUNDER SHALL BE IN WRITING
AND SHALL BE GIVEN BY HAND DELIVERY TO THE OTHER PARTY OR BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, ADDRESSED AS FOLLOWS:
if to the Executive:
At the most recent address on file at the Company.
if to the Company:
Comerica Incorporated
Comerica Bank Tower
1717 Main Street, MC 6404
Dallas, Texas
75201
Attention:
General Counsel
or to such other address as either party shall have furnished to the other in
writing in accordance herewith.
Notice and communications shall be effective