EXHIBIT 10.7
Agreement dated December 14, 2004
between the Corporation
and Xxxxxx X. Xxxxxxxxx
AGREEMENT
(XXXXXX X. XXXXXXXXX)
This Agreement, dated as of the 14th day of December, 2004, by and among
NORTH COUNTRY FINANCIAL CORPORATION, a Michigan corporation (to be renamed
Mackinac Financial Corporation) (the "Company"), and Xxxxxx X. Xxxxxxxxx
("Xxxxxxxxx").
WITNESSETH:
WHEREAS, the Company and Xxxxxxxxx are parties to that certain Employment
Agreement dated August 18, 2003 (the "Employment Agreement"); and
WHEREAS, the parties desire to terminate Xxxxxxxxx'x employment under, and
substantially all the terms of, the Employment Agreement; and
WHEREAS, each of the Company and Xxxxxxxxx desire that Xxxxxxxxx remain an
employee of the Company and hold a position with the Company's wholly owned
subsidiary, North Country Bank & Trust (the "Bank"), following termination of
the Employment Agreement; and
WHEREAS, upon the effective termination of his employment under the
Employment Agreement, Xxxxxxxxx'x employment will be "at will" and such
employment may be terminated by either party at anytime.
NOW, THEREFORE, in consideration of the premises and the mutual
undertakings set forth herein the parties hereto agree as follows:
1. In accordance with actions taken and authorized by the Board of
Directors of the Company, effective upon (i) the payment of the amount due to
Xxxxxxxxx pursuant to Section 5 of the Employment Agreement, and (ii) the
closing of the transactions provided for in the Stock Purchase Agreement dated
August 10, 2004, as amended, between the Company and NCFC
Recapitalization, LLC (the "Effective Date"), the Employment Agreement shall be
terminated and shall be of no further force and effect, except as otherwise
provided herein and in the Employment Agreement. Specifically, and
notwithstanding anything herein to the contrary, Sections 8, 14, and 15 of the
Employment Agreement shall survive as provided, and for the periods of time
contained, in the Employment Agreement.
2. In consideration of the payment of the made pursuant to Section 5 of
the Employment Agreement; Employee waives the right to receive, and releases the
Company from any obligation to provide, any of the benefits described in Section
4 of the Employment Agreement.
3. If, after the Effective Date and while Xxxxxxxxx is an employee of the
Company, the Bank is no longer subject (whether or not the Bank has received
formal notice of such) to any formal or informal enforcement action including
cease and desist orders, written agreements or memoranda of understanding from
or with any federal or state banking regulatory agency, Xxxxxxxxx shall receive
a cash bonus equal to one year of Employee's then base annual salary.
4. Xxxxxxxxx acknowledges and agrees that this Agreement is not intended
to be an employment agreement and he does not have any expectation of continued
employment following the Effective Date.
5. This Agreement shall be governed by and construed in accordance with
the laws of the State of Michigan applicable to contracts made and to be
performed within such State.
[THIS SPACE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
NORTH COUNTRY FINANCIAL CORPORATION
By /s/ C. Xxxxx Xxxx
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Its President and Chief Executive Officer
/s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
