TO PRECLUDE EXECUTIVE FROM DISCHARGING HIS LEGAL
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OBLIGATIONS TO ANY ADMINISTRATIVE OR REGULATORY AGENCIES OR AUDITING ENTITIES.
B.
COMERICA AGREES THAT THE CHAIRMAN AND
CHIEF EXECUTIVE OFFICER AND HIS DIRECT REPORTS WILL NOT MAKE ANY DISPARAGING
REMARKS REGARDING EXECUTIVE OR EXECUTIVE'S PERFORMANCE WHILE EMPLOYED AT
COMERICA AND WILL RESPOND TO ANY INQUIRIES REGARDING EXECUTIVE'S SEPARATION WITH
THE STATEMENT THAT EXECUTIVE RETIRED FROM COMERICA. IT IS AGREED AND UNDERSTOOD
THAT NOTHING IN THIS PARAGRAPH 9(B) SHALL BE CONSTRUED TO PRECLUDE THOSE COVERED
FROM (1) TESTIFYING TRUTHFULLY PURSUANT TO SUBPOENA OR AS OTHERWISE REQUIRED BY
LAW, (2) ENGAGING IN ANY ACTION CONSISTENT WITH PUBLIC POLICY, OR
(3) COOPERATING IN ANY INTERNAL OR GOVERNMENT INVESTIGATION TO THE EXTENT SUCH
COOPERATION IS MANDATED BY POLICY, REGULATION OR STATUTE.
IT IS FURTHER AGREED
AND UNDERSTOOD THAT NOTHING IN THIS PARAGRAPH SHALL BE CONSTRUED TO PRECLUDE
COMERICA FROM DISCHARGING ITS LEGAL OBLIGATIONS TO ITS BOARDS OF DIRECTORS, ANY
ADMINISTRATIVE OR REGULATORY AGENCIES OR AUDITING ENTITIES.
10.
NON-COMPETITION AND NON-SOLICITATION.
PRIOR
TO THE SEPARATION DATE AND FOR THE PERIOD ENDING TWO (2) YEARS AFTER THE
EXECUTION OF THIS AGREEMENT, EXECUTIVE AGREES THAT HE SHALL NOT, DIRECTLY OR
INDIRECTLY, FOR HIS OWN ACCOUNT OR IN CONJUNCTION WITH ANY OTHER PERSON OR
ENTITY, WHETHER AS AN EMPLOYEE, SHAREHOLDER, PARTNER, INVESTOR, PRINCIPAL,
AGENT, REPRESENTATIVE, PROPRIETOR, CONSULTANT, OR IN ANY OTHER CAPACITY, DO ANY
OF THE FOLLOWING:
A.
ENTER INTO OR ENGAGE IN ANY BUSINESS IN
COMPETITION WITH THE BUSINESSES CONDUCTED BY COMERICA IN THE STATES OF MICHIGAN,
CALIFORNIA, TEXAS,
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ARIZONA OR FLORIDA.
FOR PURPOSES OF THIS PARAGRAPH 10(A), EXECUTIVE SHALL BE
"IN COMPETITION WITH COMERICA" IF (1) EXECUTIVE ACCEPTS EMPLOYMENT OR SERVES AS
AN AGENT, EMPLOYEE, DIRECTOR OR CONSULTANT TO, A COMPETITOR OF COMERICA, OR
(2) EXECUTIVE ACQUIRES OR HAS AN INTEREST (DIRECT OR INDIRECT) IN ANY FIRM,
CORPORATION, PARTNERSHIP OR OTHER ENTITY ENGAGED IN A BUSINESS THAT IS
COMPETITIVE WITH COMERICA.
THE MERE OWNERSHIP OF LESS THAN 1% DEBT AND/OR
EQUITY INTEREST IN A COMPETING ENTITY WHOSE STOCK IS PUBLICLY HELD SHALL NOT BE
CONSIDERED AS HAVING A PROHIBITED INTEREST IN A COMPETITOR, AND NEITHER SHALL
THE MERE OWNERSHIP OF LESS THAN 5% DEBT AND/OR EQUITY INTEREST IN A COMPETING
ENTITY WHOSE STOCK IS NOT PUBLICLY HELD.
FOR PURPOSES OF THIS PARAGRAPH 10(A),
ANY COMMERCIAL BANK, SAVINGS AND LOAN ASSOCIATION, SECURITIES BROKER OR DEALER,
OR OTHER BUSINESS OR FINANCIAL INSTITUTION THAT OFFERS ANY MAJOR SERVICE OFFERED
BY COMERICA AS OF THE SEPARATION DATE, AND WHICH CONDUCTS BUSINESS IN MICHIGAN,
CALIFORNIA, TEXAS, ARIZONA OR FLORIDA, SHALL BE DEEMED A COMPETITOR;
B.
REQUEST OR ADVISE ANY INDIVIDUAL OR
COMPANY THAT IS A CUSTOMER OF COMERICA TO WITHDRAW, CURTAIL, OR CANCEL ANY SUCH
CUSTOMER'S ACTUAL OR PROSPECTIVE BUSINESS WITH COMERICA;
C.
SOLICIT, INDUCE OR ATTEMPT TO INDUCE
ANY CUSTOMERS OF COMERICA WITH WHOM EXECUTIVE HAD PROFESSIONAL CONTACT OR WITH
RESPECT TO WHOM HE WAS PRIVY TO ANY INFORMATION DURING THE TWO (2) YEAR PERIOD
PRIOR TO THE SEPARATION DATE TO PATRONIZE ANY