Exhibit 10.42
CHANGE OF CONTROL EMPLOYMENT AGREEMENT (BE4 AND HIGHER)
CHANGE OF CONTROL EMPLOYMENT AGREEMENT, dated as of the
day of
, 20
(this "Agreement"), by and between COMERICA
INCORPORATED, a Delaware corporation (the "Company"), and
(the "Executive").
WHEREAS, the Board of Directors of the Company (the "Board"), has determined
that it is in the best interests of the Company and its stockholders to assure
that the Company will have the continued dedication of the Executive,
notwithstanding the possibility, threat or occurrence of a Change of Control (as
defined herein).
The Board believes it is imperative to diminish the inevitable
distraction of the Executive by virtue of the personal uncertainties and risks
created by a pending or threatened Change of Control and to encourage the
Executive's full attention and dedication to the Company in the event of any
threatened or pending Change of Control, and to provide the Executive with
compensation and benefits arrangements upon a Change of Control that ensure that
the compensation and benefits expectations of the Executive will be satisfied
and that provide the Executive with compensation and benefits arrangements that
are competitive with those of other corporations.
Therefore, in order to
accomplish these objectives, the Board has caused the Company to enter into this
Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
SECTION 1.
CERTAIN
DEFINITIONS.
(A) "EFFECTIVE DATE" MEANS THE FIRST DATE DURING THE CHANGE OF
CONTROL PERIOD (AS DEFINED HEREIN) ON WHICH A CHANGE OF CONTROL OCCURS.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IF (A) THE
EXECUTIVE'S EMPLOYMENT WITH THE COMPANY IS TERMINATED BY THE COMPANY, (B) THE
DATE OF TERMINATION IS PRIOR TO THE DATE ON WHICH A CHANGE OF CONTROL OCCURS,
AND (C) IT IS REASONABLY DEMONSTRATED BY THE EXECUTIVE THAT SUCH TERMINATION OF
EMPLOYMENT (I) WAS AT THE REQUEST OF A THIRD PARTY THAT HAS TAKEN STEPS
REASONABLY CALCULATED TO EFFECT A CHANGE OF CONTROL OR (II) OTHERWISE AROSE IN
CONNECTION WITH OR ANTICIPATION OF A CHANGE OF CONTROL (SUCH A TERMINATION OF
EMPLOYMENT, AN "ANTICIPATORY TERMINATION"), THEN FOR ALL PURPOSES OF THIS
AGREEMENT, THE "EFFECTIVE DATE" MEANS THE DATE IMMEDIATELY PRIOR TO SUCH DATE OF
TERMINATION.
(B)
"CHANGE OF CONTROL PERIOD" MEANS THE PERIOD
COMMENCING ON THE DATE HEREOF AND ENDING ON THE THIRD ANNIVERSARY OF THE DATE
HEREOF; PROVIDED, HOWEVER, THAT, COMMENCING ON THE DATE ONE YEAR AFTER THE DATE
HEREOF, AND ON EACH ANNUAL ANNIVERSARY OF SUCH DATE (SUCH DATE AND EACH ANNUAL
ANNIVERSARY THEREOF, THE "RENEWAL DATE"), UNLESS PREVIOUSLY TERMINATED, THE
CHANGE OF CONTROL PERIOD SHALL BE AUTOMATICALLY EXTENDED SO AS TO TERMINATE
THREE YEARS FROM SUCH RENEWAL DATE, UNLESS, AT LEAST 60 DAYS PRIOR TO THE
RENEWAL DATE, THE COMPANY SHALL GIVE NOTICE TO THE EXECUTIVE THAT THE CHANGE OF
CONTROL PERIOD SHALL NOT BE SO EXTENDED.
(C)
"AFFILIATED COMPANY" MEANS ANY COMPANY
CONTROLLED BY, CONTROLLING OR UNDER COMMON CONTROL WITH THE COMPANY.
(D)
"CHANGE OF CONTROL" MEANS:
(1)
ANY INDIVIDUAL, ENTITY OR GROUP (WITHIN THE
MEANING OF SECTION 13(D)(3) OR 14(D)(2)