EXHIBIT 10(b)
EMPLOYMENT AGREEMENT
THIS IS AN AGREEMENT dated as of August 16, 1995, by and between
SHORELINE FINANCIAL CORPORATION, a Michigan corporation ("Shoreline"), and
XXXXX X. XXXXXX ("Employee").
Employee is currently serving as Executive Vice President, Chief
Financial Officer, Secretary and Treasurer of Shoreline and Executive Vice
President and Chief Financial Officer of Shoreline Bank (the "Bank"), a
Michigan banking corporation and wholly owned subsidiary of Shoreline. In
view of Employee's knowledge, reputation and substantial experience, the
Board of Directors of Shoreline (the "Board") has determined that it is in
the best interests of Shoreline and the Bank to obtain the continued
services of Employee and the availability of his objective advice and
counsel.
ACCORDINGLY, THE PARTIES AGREE AS FOLLOWS:
1. EMPLOYMENT. Shoreline agrees to employ Employee, effective
as of the date of this Agreement (the "Employment"), to serve as the
Executive Vice President, Chief Financial Officer, Secretary and
Treasurer of Shoreline and the Executive Vice President and Chief
Financial Officer of the Bank, or to serve such other subsidiary or
subsidiaries of Shoreline as may be mutually agreed by Shoreline and
Employee. Employee accepts the Employment on the terms and conditions
set forth in this Agreement. Employee agrees to devote substantially
his entire time and attention to the management and operation of
Shoreline and the Bank, or such other duties as may be assigned to him
by the Board pursuant to this Agreement. The Board may assign such
other duties and responsibilities as are substantially consistent with
the services being performed by Employee for Shoreline and the Bank on
the date of this Agreement. Notwithstanding the foregoing, Employee's
expenditure of reasonable amounts of time for personal or outside
business, charitable and professional activities shall not be deemed
to constitute a breach of this Agreement, so long as such activities
do not materially interfere with the services required to be rendered
by Employee under this Agreement.
2. COMPENSATION.
(a) SALARY AND BONUS OR INCENTIVE COMPENSATION. In
consideration for his services, Employee shall be paid a salary
and such bonus or incentive compensation as may be determined
from time to time by the Board upon the recommendation of its
Compensation Committee. In determining Employee's compensation,
the Compensation Committee shall consider the prevailing
compensation for comparable positions with peer group banks.
During the term of this Agreement, Employee's salary shall not be
decreased without his consent except pursuant to a general
decrease in the salary of all senior officers of Shoreline. The
Board may cause any Shoreline subsidiary to which Employee is
rendering services pursuant to this Agreement to pay all or any
part of Employee's salary, bonus, fringe benefits or other
compensation under this Agreement in lieu of payment by
Shoreline. Such payment by a subsidiary of Shoreline shall
discharge the obligation of Shoreline under this Agreement to the
extent of such payment.
(b) BENEFITS. Employee shall enjoy all rights, benefits
and privileges to which he may be entitled as an employee of
either or both of Shoreline or the Bank, as the case may be,
under any retirement, deferred compensation, pension, profit
sharing or other employee benefit plan, or under any policy of
health, life, disability, hospitalization or other insurance
which may now be in effect or which may hereafter be adopted, on
a basis at least as favorable as is enjoyed by other employees of
Shoreline or the Bank during the Employment. Employee shall be
provided other fringe benefits on the same basis and at a level
commensurate with those generally available to executive officers
of Shoreline and the Bank.
3. TERM AND TERMINATION. The Employment shall commence as of the
date of this Agreement and shall continue until this Agreement is
terminated in accordance with any of the following provisions:
(a) DEATH. If Employee shall die while this Agreement is in
effect, this Agreement shall terminate as of the date of his death.
Shoreline shall cause Employee's compensation and benefits pursuant to
Paragraph 2 of this Agreement to be paid through the last day of the
calendar month in which Employee's death occurs.
(b) DISABILITY. If Employee shall be unable to substantially
perform his employment duties for a period of nine (9) successive
months by reason of any physical or mental disability resulting from
accident or illness, this Agreement may be terminated as of the end of
any calendar month following the expiration of such nine-month period:
(i) by Shoreline based upon a determination that Employee is disabled
and by notice in writing to that effect to Employee; or (ii) by
Employee by his resignation in writing to Shoreline. Any determination
as to whether Employee is disabled shall be made by a licensed
physician selected by agreement of Shoreline and Employee or, if they
cannot agree upon a physician, then by a majority of a panel of three
(3) licensed physicians, consisting of one physician selected by
Shoreline, one physician selected by Employee, and the third selected
by the first two. All rights of Employee to compensation under this
Agreement shall terminate immediately upon termination of this
Agreement pursuant to this Subparagraph 3(b).
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(c) TERMINATION FOR CAUSE. Shoreline shall have the right to
terminate the Employment and this Agreement for "Cause". For purposes
of this Agreement, "Cause" shall be limited to (i) the willful and
continued failure by Employee to substantially perform such employment
duties as are reasonable and appropriate to his positions (other than
any failure resulting from a disability described in Subparagraph
3(b)), after a demand for substantial performance is delivered to
Employee on behalf of the Board which specifically identifies the
manner in which it is alleged that Employee has not substantially
performed his duties, or (ii) the willful engaging by Employee in
misconduct which is materially injurious to Shoreline or the Bank,
monetarily or otherwise, including without limitation,
misappropriation of property or funds, conviction of a felony or
violation of banking statutes or regulations. For purposes of this
Subparagraph, no act or failure to act on Employee's part shall be
considered "willful" unless done or omitted to be done by Employee not
in good faith and without reasonable belief that his action or
omission was in the best interests of Shoreline and the Bank.
Notwithstanding the foregoing, this Agreement shall not be deemed to
have been terminated for Cause unless and until there shall have been
delivered to Employee written notice of termination on behalf of the
Board after reasonable notice to him, an opportunity for him to be
heard before the Board, and a finding that in the reasonable opinion
of at least two-thirds (2/3) of the entire Board, Employee was guilty
of conduct set forth above in clauses (i) or (ii) above and describing
such conduct in detail.
(d) TERMINATION BY EMPLOYEE FOR GOOD REASON. Employee shall
have the right to terminate this Agreement for "Good Reason" by
delivering to Shoreline written notice of termination within three (3)
years after the occurrence of any of the events described in this
Subparagraph. For purposes of this Agreement, "Good Reason" shall
mean the occurrence of any of the following without Employee's express
written consent:
(i) The assignment to Employee of any position or duties of
materially less responsibility and status than Employee's present
positions, duties, responsibilities and status with Shoreline or
the Bank, or a materially adverse change in Employee's reporting
responsibilities, titles or offices as presently in effect, or
any removal of Employee from or any failure to reelect Employee
to any of such positions, except in connection with the
termination of this Agreement by reason of Employee's death or
disability or for Cause, or by Employee pursuant to Subparagraph
3(e);
(ii) The failure by Shoreline to consider Employee for an
increase in salary no less frequently than annually, or a
material reduction or termination by Shoreline of Employee's
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salary, bonus, incentive compensation or any other forms of
compensation payable to Employee pursuant to Subparagraph 2(a);
(iii) The relocation of Shoreline's principal executive
offices to a location outside Berrien County, Michigan, or
Shoreline's imposition of any requirement that Employee be based
anywhere other than in Berrien County, Michigan; or
(iv) The failure of Shoreline to fulfill any of its
obligations under this Agreement.
(e) VOLUNTARY TERMINATION BY EMPLOYEE. Employee shall have the
right to voluntarily terminate this Agreement and the Employment for
reasons other than those set forth in the foregoing Subparagraphs of
this Paragraph 3 by giving thirty (30) days' written notice to
Shoreline specifying the date of termination.
(f) TERMINATION BY SHORELINE. Shoreline shall have the right to
terminate this Agreement at any time (with or without also terminating
the Employment), upon the affirmative vote of two-thirds (2/3) of the
entire Board, by giving sixty (60) days' written notice to Employee
specifying the date of termination of this Agreement.
4. SEVERANCE BENEFITS. If this Agreement shall be terminated by
Employee for Good Reason pursuant to Subparagraph 3(d), or by Shoreline
pursuant to notice given in accordance with Subparagraph 3(f), Employee
shall be entitled to receive severance benefits consisting of the
following:
(a) SEVERANCE PAYMENTS. If such termination occurs within three
(3) years after a "Change in Control," as defined below, monthly
severance payments equal to the average of Employee's aggregate
monthly cash compensation received from Shoreline and the Bank during
the five (5) fiscal years of Shoreline immediately preceding
termination of this Agreement. Such severance payments shall be paid
for and over thirty-six (36) months.
(b) ACCRUED BONUS. Any bonus that was or would have been
accrued by Shoreline or the Bank, as the case may be, for the benefit
of Employee on the date of termination of this Agreement pursuant to
Shoreline's or the Bank's standard practices for computing bonuses.
(c) BENEFITS. Continued participation, during the period over
which severance payments are required pursuant to Subparagraph 4(a),
in all benefits provided by Subparagraph 2(b) in which Employee is
participating on the date of termination; provided, that if for any
reason Employee's participation in any such plan or program is barred
or otherwise prevented, Shoreline shall provide Employee with benefits
or payments of substantially the same value.
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(d) CHANGE IN CONTROL DEFINED. For purposes of this Agreement,
a "Change in Control" shall have occurred if:
(i) There has been a change in the control of Shoreline of
a nature that would be required to be reported in response to
Item 6(e) of Schedule 14A of Regulation 14a promulgated under the
Securities Exchange Act of 1934, as amended ("Exchange Act"),
provided that, without limitation, such a change in control shall
be deemed to have occurred if (A) any "person" (as that term is
used in Sections 13(d) and 14(d)(2) of the Exchange Act) is or
becomes the beneficial owner, directly or indirectly, of
securities of Shoreline representing 25 percent or more of the
combined voting power of Shoreline's then outstanding securities,
or (B) during any period of two (2) consecutive years,
individuals who at the beginning of such period constitute the
Board cease for any reason to constitute at least a majority
thereof (unless the election or nomination for election by
Shoreline's shareholders of each new director was approved by a
vote of at least two-thirds (2/3) of the directors then still in
office who were directors at the beginning of such period);
(ii) The Board has received any notice or other
communication from any individual, corporation, partnership,
joint venture or other entity expressing a desire to propose,
negotiate or discuss any tender offer, exchange offer, merger,
consolidation, sale of shares, sale of assets not in the ordinary
course, or other business combination involving Shoreline or any
of Shoreline's subsidiaries ("Business Combination") and such
notice, communication, or proposal has not been withdrawn or
terminated; or
(iii) Public announcement by any individual, corporation,
partnership, joint venture or other entity expressing an intent
to seek any Business Combination and such announcement or intent
has not been withdrawn or terminated.
Except as expressly provided in this Paragraph, upon termination of
this Agreement, Employee shall cease to be an employee of Shoreline or the
Bank for all purposes and shall have no further rights as an employee after
such termination.
5. PARACHUTE PAYMENTS. Notwithstanding any other provision of this
Agreement, if (i) part or all of any compensation and benefits to be paid
to Employee by or on behalf of Shoreline, whether under this Agreement or
otherwise, constitute a "parachute payment" (or payments) under Section
280G or any other similar provision of the Code, and (ii) if the aggregate
present value of such parachute payments (the "Parachute Amount") exceeds
2.99 times Employee's "base amount" as defined in Section 280G of the Code,
then the amounts otherwise payable to or for the benefit of Employee
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subsequent to the termination of this Agreement and taken into account in
calculating the Parachute Amount (the "termination payments"), shall be
adjusted to the extent necessary to equate the Parachute Amount with 2.99
times Employee's "base amount." The adjustments permitted under this
Paragraph 5 may include the elimination of payments, the reduction of the
amount of any payments, and the extension of the date upon which the
payments would otherwise be due to reduce the present value of such
payments. Payment of the amount by which any compensation or benefit to
Employee is reduced pursuant to this Paragraph shall be deferred for one or
more fiscal years thereafter and shall be paid to Employee in the next
following fiscal year or years to the extent that he receives no parachute
payment subject to an excise tax in any such year.
6. NO SOLICITATION. Following the termination of the Employment or
this Agreement for any reason, Employee shall not, individually or on
behalf of any corporation, partnership, joint venture or other entity,
directly or indirectly solicit or induce any officer or other employee of
Shoreline or any of its affiliates to leave his or her employment with
Shoreline or such affiliate.
7. SUCCESSORS; BINDING AGREEMENT.
(a) Shoreline shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business, assets or both of Shoreline or the
Bank, by agreement in form and substance reasonably satisfactory to
Employee, expressly to assume and agree to perform this Agreement in
the same manner and to the same extent that Shoreline would be
required to perform it if no such succession had taken place. Failure
of Shoreline to obtain such agreement prior to the effectiveness of
any succession shall be a breach of this Agreement and shall entitle
Employee to compensation in the same amount and on the same terms as
Employee would be entitled hereunder if Employee terminated his
employment for Good Reason, except that for purposes of implementing
the foregoing, the date on which any such succession becomes effective
shall be deemed the date of termination. As used in this Agreement,
"Shoreline" shall mean Shoreline and any successor to Shoreline's
business, assets or both which executes and delivers the agreement
provided for in this Paragraph 7 or which otherwise becomes bound by
all of the terms and provisions of this Agreement by operation of law.
(b) This Agreement shall inure to the benefit of and be
enforceable by Employee's personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees
and legatees. If Employee should die while any amount would still be
payable to him under this Agreement if he had continued to live, all
such amounts, except as otherwise provided in this Agreement, shall be
paid in accordance with the terms of this Agreement to his devisee,
legatee or other designee or, if there be no such designee, to his
estate.
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8. NOTICE. All notices and other communications provided for in
this Agreement shall be in writing and shall be deemed to have been duly
given when delivered or mailed by United States registered mail, return
receipt requested, postage prepaid, addressed to Employee at his residence
address as reflected in the personnel records of Shoreline, or to Shoreline
at its principal executive offices to the attention of the Chief Executive
Officer of Shoreline with a copy to the Secretary of Shoreline, or to such
other address as either party may have furnished to the other in writing in
accordance herewith, except that notice of change of address shall be
effective only upon receipt.
9. ENTIRE AGREEMENT. No agreements or representations, written or
oral, express or implied, with respect to the subject matter of this
Agreement have been made by either party which are not set forth expressly
in this Agreement, and this Agreement supersedes all prior agreements and
understandings between the parties with respect to the subject matter
hereof.
10. AMENDMENT AND WAIVER. No provisions of this Agreement may be
amended, modified, waived or discharged unless such waiver, modification or
discharge is agreed to in a writing signed by Employee and such officer as
may be specifically designated by the Board. No waiver by either party
hereto at any time of any breach by the other party hereto of any condition
or provision of this Agreement to be satisfied or performed by such other
party shall be deemed a waiver of similar or dissimilar conditions or
provisions at the time or at any prior or subsequent time.
11. SEVERABILITY. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement, which shall remain in full force
and effect.
12. GOVERNING LAW. The validity, interpretation, construction and
enforcement of this Agreement shall be governed by the laws of the State of
Michigan.
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IN WITNESS WHEREOF, the parties have signed this Agreement as of
the date and year first above written.
SHORELINE FINANCIAL CORPORATION
By /S/ XXX X. XXXXX
Xxx X. Xxxxx
Chairman of the Board, President and
Chief Executive Officer
/S/ XXXXX X. XXXXXX
Xxxxx X. Xxxxxx
"Employee"
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EMPLOYMENT AGREEMENT
THIS IS AN AGREEMENT dated as of August 16, 1995, by and between
SHORELINE FINANCIAL CORPORATION, a Michigan corporation ("Shoreline"), and
XXX X. XXXXX ("Employee").
Employee is currently serving as Chairman of the Board, President
and Chief Executive Officer of Shoreline and Chairman of the Board,
President and Chief Executive Officer of Shoreline Bank, a Michigan banking
corporation and wholly owned subsidiary of Shoreline (the "Bank").
Employee has been employed by Shoreline, the Bank, and their predecessors
since July 16, 1956. In view of Employee's knowledge, reputation and
substantial experience, the Board of Directors of Shoreline (the "Board")
has determined that it is in the best interests of Shoreline and the Bank
to obtain the continued services of Employee and the availability of his
objective advice and counsel.
ACCORDINGLY, THE PARTIES AGREE AS FOLLOWS:
1. EMPLOYMENT. Shoreline agrees to employ Employee, effective
as of the date of this Agreement (the "Employment"), to serve as the
Chairman of the Board, President and Chief Executive Officer of
Shoreline and the Chairman of the Board, President and Chief Executive
Officer of the Bank, or to serve such other subsidiary or subsidiaries
of Shoreline as may be mutually agreed by Shoreline and Employee.
Employee accepts the Employment on the terms and conditions set forth
in this Agreement. Employee agrees to devote substantially his entire
time and attention to the management and operation of Shoreline and
the Bank, or such other duties as may be assigned to him by the Board
pursuant to this Agreement. The Board may assign such other duties
and responsibilities as are substantially consistent with the services
being performed by Employee for Shoreline and the Bank on the date of
this Agreement. Notwithstanding the foregoing, Employee's expenditure
of reasonable amounts of time for personal or outside business,
charitable and professional activities shall not be deemed to
constitute a breach of this Agreement, so long as such activities do
not materially interfere with the services required to be rendered by
Employee under this Agreement.
2. COMPENSATION.
(a) SALARY AND BONUS OR INCENTIVE COMPENSATION. In
consideration for his services, Employee shall be paid a salary
and such bonus or incentive compensation as may be determined
from time to time by the Board upon the recommendation of its
Compensation Committee. In determining Employee's compensation,
the Compensation Committee shall consider the prevailing
compensation for comparable positions with peer group banks.
During the term of this Agreement, Employee's salary shall not be
decreased without his consent except pursuant to a general
decrease in the salary of all senior officers of Shoreline. The
Board may cause any Shoreline subsidiary to which Employee is
rendering services pursuant to this Agreement to pay all or any
part of Employee's salary, bonus, fringe benefits or other
compensation under this Agreement in lieu of payment by
Shoreline. Such payment by a subsidiary of Shoreline shall
discharge the obligation of Shoreline under this Agreement to the
extent of such payment.
(b) BENEFITS. Employee shall enjoy all rights, benefits
and privileges to which he may be entitled as an employee of
either or both of Shoreline or the Bank, as the case may be,
under any retirement, deferred compensation, pension, profit
sharing or other employee benefit plan, or under any policy of
health, life, disability, hospitalization or other insurance
which may now be in effect or which may hereafter be adopted, on
a basis at least as favorable as is enjoyed by other employees of
Shoreline or the Bank during the Employment. Employee shall be
provided other fringe benefits on the same basis and at a level
commensurate with those generally available to executive officers
of Shoreline and the Bank.
(c) SUPPLEMENTAL RETIREMENT PLAN. The Company will provide
a supplemental retirement benefit to Employee. The benefit will
be calculated by first determining the amount of Employee's
benefit payable from qualified defined benefit plans maintained
by the Company, without reduction for any provisions of the
Internal Revenue Code that directly or indirectly limit benefits
payable from qualified defined benefit plans, including
Sections 401(a)(17) and 415. From this amount the actual benefit
payment from the Company qualified defined benefit plans will be
subtracted. The result is the benefit payable under the
provision. In addition to the amount described in the preceding
paragraph, the Company will pay a benefit equal to the amount
which was not contributed to any qualified defined contribution
plan by the Company as a result of any provisions of the Internal
Revenue Code that directly or indirectly limit Company
contributions to qualified defined contribution plans, including
Sections 401(a)(17), 401(m), 402(g) and 415. Amounts payable
under this provision will be adjusted for investment experience,
as set forth in the written plan document providing this benefit
for Employee. Time of distribution, form of payment, forfeiture
of payment and other provisions applicable to this benefit will
be governed by the written terms of the plan document established
by the Company to provide this benefit.
3. TERM AND TERMINATION. The Employment shall commence as of the
date of this Agreement and shall continue until this Agreement is
terminated in accordance with any of the following provisions:
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(a) DEATH. If Employee shall die while this Agreement is in
effect, this Agreement shall terminate as of the date of his death.
Shoreline shall cause Employee's compensation and benefits pursuant to
Paragraph 2 of this Agreement to be paid through the last day of the
calendar month in which Employee's death occurs.
(b) DISABILITY. If Employee shall be unable to substantially
perform his employment duties for a period of nine (9) successive
months by reason of any physical or mental disability resulting from
accident or illness, this Agreement may be terminated as of the end of
any calendar month following the expiration of such nine-month
period: (i) by Shoreline based upon a determination that Employee is
disabled and by notice in writing to that effect to Employee; or
(ii) by Employee by his resignation in writing to Shoreline. Any
determination as to whether Employee is disabled shall be made by a
licensed physician selected by agreement of Shoreline and Employee or,
if they cannot agree upon a physician, then by a majority of a panel
of three (3) licensed physicians, consisting of one physician selected
by Shoreline, one physician selected by Employee, and the third
selected by the first two. All rights of Employee to compensation
under this Agreement shall terminate immediately upon termination of
this Agreement pursuant to this Subparagraph 3(b).
(c) TERMINATION FOR CAUSE. Shoreline shall have the right to
terminate the Employment and this Agreement for "Cause". For purposes
of this Agreement, "Cause" shall be limited to (i) the willful and
continued failure by Employee to substantially perform such employment
duties as are reasonable and appropriate to his positions (other than
any failure resulting from a disability described in Subparagraph
3(b)), after a demand for substantial performance is delivered to
Employee on behalf of the Board which specifically identifies the
manner in which it is alleged that Employee has not substantially
performed his duties, or (ii) the willful engaging by Employee in
misconduct which is materially injurious to Shoreline or the Bank,
monetarily or otherwise, including without limitation,
misappropriation of property or funds, conviction of a felony or
violation of banking statutes or regulations. For purposes of this
Subparagraph, no act or failure to act on Employee's part shall be
considered "willful" unless done or omitted to be done by Employee not
in good faith and without reasonable belief that his action or
omission was in the best interests of Shoreline and the Bank.
Notwithstanding the foregoing, this Agreement shall not be deemed to
have been terminated for Cause unless and until there shall have been
delivered to Employee written notice of termination on behalf of the
Board after reasonable notice to him, an opportunity for him to be
heard before the Board, and a finding that in the reasonable opinion
of at least two-thirds (2/3) of the entire Board, Employee was guilty
of conduct set forth above in clauses (i) or (ii) above and describing
such conduct in detail.
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(d) TERMINATION BY EMPLOYEE FOR GOOD REASON. Employee shall
have the right to terminate this Agreement for "Good Reason" by
delivering to Shoreline written notice of termination within three (3)
years after the occurrence of any of the events described in this
Subparagraph. For purposes of this Agreement, "Good Reason" shall
mean the occurrence of any of the following without Employee's express
written consent:
(i) The assignment to Employee of any position or duties of
materially less responsibility and status than Employee's present
positions, duties, responsibilities and status with Shoreline or
the Bank, or a materially adverse change in Employee's reporting
responsibilities, titles or offices as presently in effect, or
any removal of Employee from or any failure to reelect Employee
to any of such positions, except in connection with the
termination of this Agreement by reason of Employee's death or
disability or for Cause, or by Employee pursuant to Subparagraph
3(e);
(ii) The failure by Shoreline to consider Employee for an
increase in salary no less frequently than annually, or a
material reduction or termination by Shoreline of Employee's
salary, bonus, incentive compensation or any other forms of
compensation payable to Employee pursuant to Subparagraph 2(a);
(iii) The relocation of Shoreline's principal executive
offices to a location outside Berrien County, Michigan, or
Shoreline's imposition of any requirement that Employee be based
anywhere other than the principal executive offices of Shoreline
or the Bank; or
(iv) The failure of Shoreline to fulfill any of its
obligations under this Agreement.
(e) VOLUNTARY TERMINATION BY EMPLOYEE. Employee shall have the
right to voluntarily terminate this Agreement and the Employment for
reasons other than those set forth in the foregoing Subparagraphs of
this Paragraph 3 by giving thirty (30) days' written notice to
Shoreline specifying the date of termination.
(f) TERMINATION BY SHORELINE. Shoreline shall have the right to
terminate this Agreement at any time (with or without also terminating
the Employment), upon the affirmative vote of two-thirds (2/3) of the
entire Board, by giving sixty (60) days' written notice to Employee
specifying the date of termination of this Agreement, and with
Severance Benefits to Employee as provided in Paragraph 4.
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4. SEVERANCE BENEFITS. If this Agreement shall be terminated by
Employee for Good Reason pursuant to Subparagraph 3(d), or by Shoreline
other than as permitted in accordance with Subparagraph 3(b) or (c),
Employee shall be entitled to receive severance benefits consisting of the
following:
(a) SEVERANCE PAYMENTS. Monthly severance payments equal to the
average of Employee's aggregate monthly cash compensation received
from Shoreline and the Bank during the five (5) fiscal years of
Shoreline immediately preceding termination of this Agreement. Such
severance payments shall be paid for and over the number of months
equal to the number of years for which Employee has been employed by
Shoreline or the Bank.
(b) ACCRUED BONUS. Any bonus that was or would have been
accrued by Shoreline or the Bank, as the case may be, for the benefit
of Employee on the date of termination of this Agreement pursuant to
Shoreline's or the Bank's standard practices for computing bonuses.
(c) BENEFITS. Continued participation, during the period over
which severance payments are required pursuant to Subparagraph 4(a),
in all benefits provided by Subparagraph 2(b) in which Employee is
participating on the date of termination; provided, that if for any
reason Employee's participation in any such plan or program is barred
or otherwise prevented, Shoreline shall provide Employee with benefits
or payments of substantially the same value.
(d) ADDITIONAL PROTECTION. If it is ever asserted that all or
partial payment made to Employee under this Paragraph 4 constitutes a
"parachute" payment, within the meaning of 280G of the
Internal Revenue Code, Shoreline will pay any additional excise or
other taxes, interest, penalties, and expense incurred by Employee
because of such assertion, or because of any characterization of such
payment as a "parachute payment." It is the intent of this
subparagraph to protect the Employee fully against any such assertion
or characterization by returning him to the financial position he
would have enjoyed had such assertion or characterization never
occurred, including but not limited to payment of any additional
federal, state, or local income taxes incurred by Employee as a result
of any payment to him by Shoreline under this Subparagraph (d).
5. NO SOLICITATION. Following the termination of the Employment or
this Agreement for any reason, Employee shall not, individually or on
behalf of any corporation, partnership, joint venture or other entity,
directly or indirectly solicit or induce any officer or other employee of
Shoreline or any of its affiliates to leave his or her employment with
Shoreline or such affiliate.
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6. SUCCESSORS; BINDING AGREEMENT.
(a) Shoreline shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business, assets or both of Shoreline or the
Bank, by agreement in form and substance reasonably satisfactory to
Employee, expressly to assume and agree to perform this Agreement in
the same manner and to the same extent that Shoreline would be
required to perform it if no such succession had taken place. Failure
of Shoreline to obtain such agreement prior to the effectiveness of
any succession shall be a breach of this Agreement and shall entitle
Employee to compensation in the same amount and on the same terms as
Employee would be entitled hereunder if Employee terminated his
employment for Good Reason, except that for purposes of implementing
the foregoing, the date on which any such succession becomes effective
shall be deemed the date of termination. As used in this Agreement,
"Shoreline" shall mean Shoreline and any successor to Shoreline's
business, assets or both which executes and delivers the agreement
provided for in this Paragraph 7 or which otherwise becomes bound by
all of the terms and provisions of this Agreement by operation of law.
(b) This Agreement shall inure to the benefit of and be
enforceable by Employee's personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees
and legatees. If Employee should die while any amount would still be
payable to him under this Agreement if he had continued to live, all
such amounts, except as otherwise provided in this Agreement, shall be
paid in accordance with the terms of this Agreement to his devisee,
legatee or other designee or, if there be no such designee, to his
estate.
8. NOTICE. All notices and other communications provided for in
this Agreement shall be in writing and shall be deemed to have been duly
given when delivered or mailed by United States registered mail, return
receipt requested, postage prepaid, addressed to Employee at his residence
address as reflected in the personnel records of Shoreline, or to Shoreline
at its principal executive offices to the attention of the Board of
Directors of Shoreline with a copy to the Secretary of Shoreline, or to
such other address as either party may have furnished to the other in
writing in accordance herewith, except that notice of change of address
shall be effective only upon receipt.
9. ENTIRE AGREEMENT. No agreements or representations, written or
oral, express or implied, with respect to the subject matter of this
Agreement have been made by either party which are not set forth expressly
in this Agreement, and this Agreement supersedes all prior agreements and
understandings between the parties with respect to the subject matter
hereof.
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10. AMENDMENT AND WAIVER. No provisions of this Agreement may be
amended, modified, waived or discharged unless such waiver, modification or
discharge is agreed to in a writing signed by Employee and such officer as
may be specifically designated by the Board. No waiver by either party
hereto at any time of any breach by the other party hereto of any condition
or provision of this Agreement to be satisfied or performed by such other
party shall be deemed a waiver of similar or dissimilar conditions or
provisions at the time or at any prior or subsequent time.
11. SEVERABILITY. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement, which shall remain in full force
and effect.
12. GOVERNING LAW. The validity, interpretation, construction and
enforcement of this Agreement shall be governed by the laws of the State of
Michigan.
IN WITNESS WHEREOF, the parties have signed this Agreement as of
the date and year first above written.
SHORELINE FINANCIAL CORPORATION
By /S/ XXXXX X. XXXXXX
Xxxxx X. Xxxxxx,
Executive Vice President, Chief Financial
Officer, Secretary and Treasurer
/S/ XXX X. XXXXX
Xxx X. Xxxxx
"Employee"
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