RIGHTS AGREEMENT Michigan Commerce Bancorp Limited and Mellon Investor Services LLC as Rights Agent Dated as of [____], 2009Rights Agreement • August 5th, 2009 • Michigan Commerce Bancorp LTD • State commercial banks • New York
Rights Agreement, dated as of ___ __, 2009 (as amended, supplemented or otherwise modified from time to time, the “Rights Agreement”) between Michigan Commerce Bancorp Limited, a Michigan corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company (the “Rights Agent”).
ContractTax Separation Agreement • August 27th, 2009 • Michigan Commerce Bancorp LTD • State commercial banks • Michigan
MICHIGAN COMMERCE BANCORP LIMITED DIRECTOR/OFFICER INDEMNIFICATION AGREEMENT Effective Date: ____, 2009Officer Indemnification Agreement • August 27th, 2009 • Michigan Commerce Bancorp LTD • State commercial banks • Michigan
This Indemnification Agreement (this “Agreement”) is made as of the Effective Date set forth above, between Michigan Commerce Bancorp Limited, a Michigan corporation (the “Company”), whose address is Capitol Bancorp Center, 222 Washington Square North, Suite One, Lansing, MI 48933, and [Insert Name] (the “Indemnitee”), whose address is [Insert Address].
Separation Agreement and Plan of Distribution between: Capitol Bancorp Ltd., a Michigan corporation; and Michigan Commerce Bancorp Limited, a Michigan corporation. Dated as of ___________, 2009Separation Agreement • August 27th, 2009 • Michigan Commerce Bancorp LTD • State commercial banks • Michigan
THIS SEPARATION AGREEMENT AND PLAN OF DISTRIBUTION (this “Agreement”), dated as of __________, 2009, by and between Capital Bancorp, Ltd., a Michigan corporation (“Parent”), and Michigan Commerce Bancorp Limited, a Michigan corporation (“Spinco” and together with Parent, the “Parties”, and each individually, a “Party”).
ContractGuarantee Agreement • August 27th, 2009 • Michigan Commerce Bancorp LTD • State commercial banks • New York
TERRITORY NUMBER MARK CLASSTransitional Trademark License Agreement • August 5th, 2009 • Michigan Commerce Bancorp LTD • State commercial banks • Michigan
EMPLOYEE MATTERS AGREEMENT by and between Capitol Bancorp Ltd. and Michigan Commerce Bancorp Limited Dated _________, 2009Employee Matters Agreement • August 27th, 2009 • Michigan Commerce Bancorp LTD • State commercial banks • Michigan
THIS EMPLOYEE MATTERS AGREEMENT (the “Agreement”) is entered into ____________, 2009, by and between Capitol Bancorp Ltd., a Michigan corporation (“Parent”), and Michigan Commerce Bancorp Limited, a Michigan corporation (“Spinco”) (each a “Party” and together the “Parties”), to be effective as of the Distribution Date (as defined below).
ADMINISTRATIVE AND TECHNOLOGY SERVICES AGREEMENT by and between Capitol Bancorp Ltd. and Michigan Commerce Bancorp LimitedAdministrative and Technology Services Agreement • August 5th, 2009 • Michigan Commerce Bancorp LTD • State commercial banks • Michigan
THIS ADMINISTRATIVE AND TECHNOLOGY SERVICES AGREEMENT (“Agreement”) is made and entered into as of _______, 2009 (the “Effective Date”) by and between CAPITOL BANCORP LTD., a Michigan corporation (together with its affiliated companies, “Capitol”), and MICHIGAN COMMERCE BANCORP LIMITED, a Michigan corporation (together with is affiliated companies, “MCBL”). MCBL and Capitol are each individually referred to herein as a “Party,” and collectively, as the “Parties.”
Form of Employment AgreementForm of Employment Agreement • August 5th, 2009 • Michigan Commerce Bancorp LTD • State commercial banks • Michigan
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of the ____ day of ________, 2009 (the “Effective Date”), by and between Michigan Commerce Bancorp Limited, a Michigan corporation (the “Company”) and [_________________] (the “Executive”).
EMPLOYEE MATTERS AGREEMENT by and between Capitol Bancorp Ltd. and Michigan Commerce Bancorp Limited Dated _________, 2009Employee Matters Agreement • August 5th, 2009 • Michigan Commerce Bancorp LTD • State commercial banks • Michigan
THIS EMPLOYEE MATTERS AGREEMENT (the “Agreement”) is entered into ____________, 2009, by and between Capitol Bancorp Ltd., a Michigan corporation (“Parent”), and Michigan Commerce Bancorp Limited, a Michigan corporation (“Spinco”) (each a “Party” and together the “Parties”), to be effective as of the Distribution Date (as defined below).
TRANSITION SERVICES AGREEMENT by and between Capitol Bancorp Ltd. and Michigan Commerce Bancorp Limited Dated as of _______ ___, 2009Transition Services Agreement • August 5th, 2009 • Michigan Commerce Bancorp LTD • State commercial banks • Michigan
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of _____________, 2009, by and between CAPITOL BANCORP LTD., a Michigan corporation (“Capitol”), and MICHIGAN COMMERCE BANCORP LIMITED, a Michigan corporation (“MCBL”) and together with Capitol, the “Parties”, and each individually, a “Party”. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Separation Agreement (as defined below).
Loan AgreementLoan Agreement • August 5th, 2009 • Michigan Commerce Bancorp LTD • State commercial banks • Michigan
THIS LOAN AGREEMENT (this “Agreement”) is made as of the ___ day of ________ 2009, by and between CAPITOL BANCORP LTD. (“Lender”), a Michigan corporation, and MICHIGAN COMMERCE BANCORP LIMITED (“Borrower”), a Michigan corporation.
