Exhibit 10.1
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)