BUSINESS THAT IS COMPETITIVE WITH
COMERICA; AND
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D.
SOLICIT OR INDUCE OR ATTEMPT TO SOLICIT
OR INDUCE ANY EMPLOYEE, AGENT OR CONSULTANT OF COMERICA TO TERMINATE HIS OR HER
EMPLOYMENT, REPRESENTATION, OR OTHER RELATIONSHIP WITH COMERICA.
During the two-year period following the execution of this Agreement, Executive
may request an exception to this provision.
The request must be made in
writing, describe the scope and nature of the engagement, and directed to
Comerica's Chief Legal Officer.
Any exception will be at Comerica's sole
discretion.
11.
REPRESENTATION.
EXECUTIVE REPRESENTS AND
WARRANTS:
A.
EXECUTIVE HAS NO KNOWLEDGE OF OR IS NOT
OTHERWISE AWARE OF, HAS NO EVIDENCE OF AND/OR HAS NOT REPORTED TO ANY PERSON,
ORGANIZATION AND/OR GOVERNMENTAL OR REGULATORY AUTHORITY ANY OF THE FOLLOWING:
(I) ANY VIOLATION BY THE RELEASED PARTIES OF ANY SECURITIES AND/OR OTHER LAWS,
RULES AND REGULATIONS APPLICABLE TO COMERICA, (II) ANY BREACH BY COMERICA AND/OR
BY ANY RELEASED PARTY OF ANY FIDUCIARY DUTY OR OBLIGATION TO ANY PERSON,
ORGANIZATION AND/OR GOVERNMENTAL OR REGULATORY AUTHORITY, AND/OR (III) ANY
VIOLATION BY ANY RELEASED PARTY OF COMERICA'S CODE OF BUSINESS CONDUCT AND
ETHICS FOR EMPLOYEES, SENIOR FINANCIAL OFFICER CODE OF ETHICS, OR CODE OF
BUSINESS CONDUCT AND ETHICS FOR MEMBERS OF THE BOARD OF DIRECTORS, EACH AS
AMENDED AND/OR RESTATED.
B.
EXECUTIVE HAS A SPECIAL RELATIONSHIP OF
TRUST AND CONFIDENCE WITH COMERICA AND ITS CUSTOMERS AND CLIENTS, WHICH CREATES
A HIGH RISK AND OPPORTUNITY FOR EXECUTIVE TO MISAPPROPRIATE THE RELATIONSHIP AND
GOODWILL EXISTING BETWEEN COMERICA AND SUCH ENTITIES AND INDIVIDUALS.
EXECUTIVE
FURTHER
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ACKNOWLEDGES THAT, AT THE OUTSET OF HIS EMPLOYMENT WITH COMERICA AND THROUGHOUT
HIS EMPLOYMENT WITH COMERICA, EXECUTIVE RECEIVED, AND CONTINUES TO RECEIVE
AND/OR HAVE ACCESS TO COMERICA AND COMERICA'S CLIENTS' PROPRIETARY CONFIDENTIAL
INFORMATION, SPECIALIZED TRAINING AND GOODWILL THAT HE WOULD NOT OTHERWISE HAVE
BUT FOR HIS EMPLOYMENT WITH COMERICA.
THEREFORE, EXECUTIVE AGREES THAT IT IS
FAIR AND REASONABLE FOR COMERICA TO TAKE STEPS TO PROTECT ITSELF FROM THE RISK
OF MISAPPROPRIATION OF COMERICA'S TRADE SECRETS INCLUDING BUT NOT LIMITED TO ITS
BUSINESS RELATIONSHIPS, GOODWILL, PROPRIETARY INFORMATION, SPECIALIZED TRAINING,
AND OTHER CONFIDENTIAL INFORMATION.
EXECUTIVE AGREES HE HAS CAREFULLY
CONSIDERED THE NATURE AND EXTENT OF THE RESTRICTIONS PLACED UPON HIM AND THE
REMEDIES CONFERRED UPON COMERICA IN THIS AGREEMENT AND HAS HAD THE OPPORTUNITY
TO RETAIN LEGAL COUNSEL AT HIS OWN EXPENSE TO REVIEW THIS AGREEMENT.
EXECUTIVE
AGREES THE RESTRICTIONS ARE REASONABLE IN TIME AND GEOGRAPHIC SCOPE AND ARE
NECESSARY TO PROTECT THE LEGITIMATE BUSINESS INTERESTS OF COMERICA AND ITS
CUSTOMERS AND DO NOT CONFER A BENEFIT ON COMERICA THAT IS OUT OF PROPORTION TO
THE RESTRICTIONS PLACED ON EXECUTIVE.
12.
DISPUTE RESOLUTION.
A.
EARLY RESOLUTION CONFERENCE.
THIS
AGREEMENT IS UNDERSTOOD TO BE CLEAR AND ENFORCEABLE AS WRITTEN AND IS EXECUTED
BY BOTH PARTIES ON THAT BASIS.
HOWEVER, SHOULD EXECUTIVE LATER CHALLENGE ANY
PROVISION AS UNCLEAR, UNENFORCEABLE, OR INAPPLICABLE TO ANY COMPETITIVE OR OTHER
ACTIVITY THAT EXECUTIVE INTENDS TO ENGAGE IN, EXECUTIVE WILL FIRST NOTIFY
COMERICA IN
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