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Exhibit 10.31
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT entered into as of the 1st day of February, 2001,
between and among FirstMerit Corporation, an Ohio corporation ("FirstMerit"),
FirstMerit Bank, N.A., a national banking association ("FirstMerit Bank")
(collectively sometimes "FirstMerit"), and Xxx X. Xxxxxx ("Executive").
RECITALS:
FirstMerit and FirstMerit Bank desire to employ Executive for a period
certain, subject, however, to the terms and conditions of this Agreement.
IN CONSIDERATION OF THE FOREGOING, the mutual covenants contained
herein, and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties agree as follows:
1. EMPLOYMENT
FirstMerit hereby employs Executive, and Executive hereby accepts
employment, according to the terms and conditions set forth in this Agreement
and for the period specified in Section 3 of this Agreement.
2. DUTIES
During the Term (as defined in Section 3), Executive shall serve
FirstMerit and FirstMerit Bank as its President and Chief Operating Officer in
accordance with directions from the Chief Executive Officer and FirstMerit's
Board of Directors, and in accordance with FirstMerit's Amended and Restated
Articles of Incorporation and Amended and Restated Code of Regulations (as both
may be amended from time to time). Executive will report directly to the
Chairman and Chief Executive Officer. While Executive is employed by FirstMerit
as a full-time employee, Executive shall serve FirstMerit faithfully,
diligently, competently and to the best of his ability, and will exclusively
devote his full time, energy and attention to the business of FirstMerit and to
the promotion of its interests. Executive shall not, without the written consent
of the Chairman and Chief Executive Officer and the Board of Directors of
FirstMerit, render services to or for any person, firm, corporation or other
entity or organization in exchange for compensation, regardless of the form in
which such compensation is paid and whether or not it is paid directly or
indirectly to Executive. Nothing in this Section 2 shall preclude Executive from
managing his personal investments and affairs, provided that such activities in
no way interfere with the proper performance of his duties and responsibilities
as President and Chief Operating Officer.
3. TERM OF EMPLOYMENT
The term of this Agreement (the "Term") shall commence as of February
1, 2001, and shall continue for a period of three (3) years ending on January
31, 2004, unless this Agreement
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has been earlier terminated in accordance with the provisions of Section 7
hereof. Following expiration of the Term, Executive's employment status will be
"at will."
4. COMPENSATION
4.1 BASE SALARY. While employed under this Agreement, Executive will receive as
his compensation for the performance of his duties and obligations to FirstMerit
under this Agreement a basic salary of Four Hundred Thousand Dollars ($400,000)
per year, which will be payable in semi-monthly installments, and which will be
subject to annual review by the Compensation Committee as approved by the Board
of Directors (the base salary, as may be adjusted from time to time, is referred
to herein as the "Base Salary").
4.2 BONUS. In addition to the Base Salary, Executive will receive with respect
to each calendar year a bonus in accordance with FirstMerit's Incentive
Compensation Plan ("ICP"), a copy of which has been delivered to Executive, as
may be amended from time to time. Bonuses will be determined by FirstMerit's
Compensation Committee in accordance with the terms of the ICP, subject to
approval by the Board of Directors, and ordinarily will be paid during the first
quarter of the year following the year to which the bonus relates.
4.3 WITHHOLDING. All compensation payable to Executive pursuant to this Section
4 shall be paid net of amounts withheld for federal, state, municipal or local
income taxes, the Executive's share, if any, of any payroll taxes, and such
other federal, state, municipal or local taxes as may be applicable to amounts
paid by an employer to its employee or to the employer/employee relationship.
5. OTHER BENEFITS OF EMPLOYMENT
5.1 RETIREMENT BENEFITS
(A) PENSION PLAN. Executive will participate in the Pension Plan
for Employees of FirstMerit Corporation and Subsidiaries (the
"Pension Plan"), a copy of the summary plan description of
which has been provided to Executive, in accordance with the
provisions of the Plan, as amended from time to time.
(B) EMPLOYEES' SALARY SAVINGS RETIREMENT PLAN. Executive will be
entitled to participate in the FirstMerit Corporation and
Subsidiaries Employees' Salary Savings Retirement Plan (the
"401(k) Plan"), a copy of the summary plan description of
which has been provided to Executive, in accordance with the
provisions of the Plan, as amended from time to time.
(C) SERP. Executive will participate in the FirstMerit Corporation
Executive Supplemental Retirement Plan (the "SERP"), a copy of
which has been provided to Executive, in accordance with the
provisions of the SERP, as may be amended from time to time
and as may be modified by the provisions of the Membership
Agreement entered into by FirstMerit and Executive in
connection with the SERP.
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(D) TOP HAT PLAN. Executive will be entitled to participate in the
FirstMerit Corporation Unfunded Supplemental Benefits Plan
(the "Top Hat Plan"), a copy of which has been provided to
Executive, in accordance with the provisions of the Plan, as
amended from time to time.
5.2 CHANGE IN CONTROL TERMINATION AGREEMENT. FirstMerit and Executive have
entered into a a Change in Control Termination Agreement, dated of even date
with this Agreement, the terms of which provide for the continuation of
compensation and certain benefits in the event of certain terminations of
employment of Executive following a Change in Control. The terms of such
Agreement provide, subject to certain limitations, for continuation for a period
of thirty (30) months of the Base Salary, incentive compensation, medical, life,
and accidental death and dismemberment insurance under FirstMerit plans and
payment of premiums as provided in Section 5.3. The Change in Control
Termination Agreement will also provide that if any compensation or benefits
payable under such Agreement, alone or in conjunction with other compensation or
benefits received by Executive, constitute "parachute payments," within the
meaning of Section 280G of the Internal Revenue Code (the "Code") or the
regulations adopted or proposed thereunder, then the compensation and benefits
payable under the Agreement will be reduced if, and only to the extent that, a
reduction will allow the Executive to receive a greater benefit, net after
taxes, than the Executive would receive absent a reduction.
5.3 EXECUTIVE LIFE INSURANCE. During such time as Executive is employed by
FirstMerit, FirstMerit shall pay the premiums, plus forty percent (40%) of such
premiums as a gross-up amount, on a permanent whole life insurance policy which
shall be owned by Executive and which shall provide Executive with Seven Hundred
Fifty Thousand Dollars ($750,000) in life insurance. Executive will be
responsible for the payment of all taxes associated with the payment of the
premiums and the gross-up amount. FirstMerit's obligations under this Section
5.3 will cease upon the termination of Executive's employment for any reason
(other than retirement), except to the extent provided otherwise in the Change
in Control Termination Agreement or pursuant to Section 7.5(A). Executive
acknowledges that a physical examination will be required by the insurer.
5.4 DISABILITY. Executive will be entitled to participate in FirstMerit's
Long-Term Disability Plan applicable to executive level employees of FirstMerit,
and in FirstMerit's Short-Term Illness Program, all in accordance with the
provisions of such programs as may be amended from time to time.
5.5 MISCELLANEOUS BENEFITS. Executive will be entitled to participate in such
hospitalization, life insurance, and other employee benefit plans and programs,
if any, as may be adopted by FirstMerit from time to time, in accordance with
the provisions of such plans and programs and on the same basis as other
full-time salaried employees of FirstMerit who participate in such employee
benefit plans (except to the extent that the benefits provided under any of such
plans or programs are expressly offset by any of the benefits provided under or
pursuant to this Agreement).
5.6 STOCK OPTION AND GRANTS. During the term of this Agreement, Executive shall
be eligible to participate in the FirstMerit Corporation 1999 Stock Option Plan,
as the same may be
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amended from time to time, and such other equity-based compensation plans or
programs as may be adopted by FirstMerit during the term of this Agreement, and
to receive such awards under such Plan or plans as may be authorized and
approved by the Board from time to time.
5.7 INCOME TAX PREPARATION. FirstMerit will reimburse Executive for fees
incurred in connection with personal income tax preparation in an amount not to
exceed Seven Hundred Fifty Dollars ($750) per year.
5.8 CLUB DUES. FirstMerit will pay, or reimburse Executive for, all membership
dues and special assessments, and any sales tax assessed or payable with respect
to such dues or assessments, incurred in connection with the Executive's
membership in a country club chosen by the Executive in his sole discretion.
5.9 TAXES AND WITHHOLDING. Executive shall be responsible for paying all
federal, state, municipal or local taxes payable by him with respect to any
benefits provided under this Section 5, and FirstMerit will, when required by
law or when otherwise appropriate or customary, withhold from the benefits or
other compensation amounts sufficient to satisfy such taxes.
6. OTHER PROVISIONS RELATING TO EMPLOYMENT
6.1 EXECUTIVE PHYSICAL EXAMINATION. Approximately every two (2) years, Executive
will undergo an executive physical examination by physicians (not including any
physicians who have performed or are then performing medical services for
Executive) of the Cleveland Clinic or comparable facility. The expenses of the
physical examinations required under this Section 6.1 (but not any treatment in
connection therewith), which are not otherwise covered by FirstMerit-sponsored
medical plans, will be borne by FirstMerit.
6.2 VACATION. Executive will be entitled to five (5) weeks paid vacation and ten
(10) bank holidays per year.
6.3 BOARD OF DIRECTORS. FirstMerit will agree to nominate the Executive at such
times as necessary so that Executive remains a director of FirstMerit during his
employment by FirstMerit. Nothing in this Section 6.3 shall require FirstMerit
or its Board to decline to nominate an existing Director at the expiration of
such Director's term.
7. TERMINATION
7.1 DEFINITIONS
(A) "Change in Control" shall mean the occurrence of any one of
the following events:
(i) individuals who, on April 19, 2000, constitute the
Board (the "Incumbent Directors") cease for any
reason to constitute at least a majority of the
Board, provided that any person becoming a director
subsequent to April 19, 2000 whose election or
nomination for election was approved by a
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vote of at least 2/3rds of the Incumbent Directors
then on the Board (either by a specific vote or by
approval of the proxy statement of the Company in
which such person is named as a nominee for director,
without written objection to such nomination) shall
be an Incumbent Director; provided, however, that no
director of the Company initially as a result of an
actual or threatened election contest with respect to
directors or any other actual or threatened
solicitation of proxies or consents by or on behalf
of any person other than the Board shall be deemed to
be an Incumbent Director;
(ii) any "person" (as such term is defined in Section
3(a)(9) of the Securities Exchange Act of 1934 (the
"Exchange Act") and as used in Sections 13(d)(3) and
14(d)(2) of the Exchange Act) is or becomes a
"beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of
securities of the Company representing 25% or more of
the combined voting power of the Company's then
outstanding securities eligible to vote for the
election of the Board (the "Company Voting
Securities"); provided, however, that the event
described in this paragraph (ii) shall not be deemed
to be a Change in Control by virtue of any of the
following acquisitions:
(a) by the Company or any Subsidiary,
(b) by any employee benefit plan sponsored or
maintained by the Company or any Subsidiary,
(c) by any underwriter temporarily holding
securities pursuant to an offering of such
securities,
(d) pursuant to a Non-Control Transaction (as
defined in paragraph (iii)), or
(e) a transaction (other than one described in
(iii) below) in which Company Voting
Securities are acquired from the Company, if
a majority of the Incumbent Directors then
on the Board approve a resolution providing
expressly that the acquisition pursuant to
this clause (e) does not constitute a Change
in Control under this paragraph (ii);
(iii) the consummation of a merger, consolidation,
statutory share exchange or similar form of corporate
transaction involving the Company or any of its
Subsidiaries that requires the approval of the
Company's shareholders, whether for such transaction
or the issuance of securities in the transaction (a
"Business Combination"), unless immediately following
such Business Combination:
(a) more than 50% of the total voting power of
(1) the corporation
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resulting from such Business Combination
(the "Surviving Entity"), or (2) if
applicable, the ultimate parent corporation
that directly or indirectly has beneficial
ownership of 100% of the voting securities
eligible to elect directors ("Total Voting
Power") of the Surviving Entity (the "Parent
Entity"), is represented by Company Voting
Securities that were outstanding immediately
prior to such Business Combination (or, if
applicable, shares into which such Company
Voting Securities were converted pursuant to
such Business Combination), and such voting
power among the holders thereof is in
substantially the same proportion as the
voting power of such Company Voting
Securities among the holders thereof
immediately prior to the Business
Combination,
(b) no person (other than any employee benefit
plan (or related trusts) sponsored or
maintained by the Surviving Entity or the
Parent Entity), is or becomes the beneficial
owner, directly or indirectly, of 25% or
more of the Total Voting Power of the
outstanding voting securities eligible to
elect directors of the Parent Entity (or, if
there is no Parent Entity, the Surviving
Entity), and
(c) at least a majority of the members of the
board of directors of the Parent Entity (or,
if there is no Parent Entity, the Surviving
Entity) following the consummation of the
Business Combination were Incumbent
Directors at the time of the Board's
approval of the execution of the initial
agreement providing for such Business
Combination (any Business Combination which
satisfies all of the criteria specified in
(a), (b) and (c) above shall be deemed to be
a "Non-Control Transaction"); or
(iv) the shareholders of the Company approve a plan of
complete liquidation or dissolution of the Company.
Notwithstanding the foregoing, a Change in Control of the Company shall
not be deemed to occur solely because any person acquires beneficial
ownership of more than 25% of the Company Voting Securities as a result
of the acquisition of Company Voting Securities by the Company which
reduces the number of Company Voting Securities outstanding; provided,
that if after such acquisition by the Company such person becomes the
beneficial owner of additional Company Voting Securities that increases
the percentage of outstanding Company Voting Securities beneficially
owned by such person by more than one percent, a Change in Control of
the Company shall then occur.
(B) "DISABILITY" or "DISABLED" means eligibility for disability
benefits under the terms of FirstMerit's Long-Term Disability
Plan for executive level employees in effect at the time of
termination of Executive's employment.
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(C) "TERMINATION DATE" means the date on which Executive's
employment with FirstMerit terminates.
(D) "TERMINATION OF EMPLOYMENT FOR CAUSE" means the termination of
Executive's employment by FirstMerit for any of the following
reasons:
(i) Felonious criminal activity whether or not affecting
FirstMerit;
(ii) Disclosure to unauthorized persons of FirstMerit
information which is believed by the Board of
Directors of FirstMerit, acting in good faith, to be
confidential; provided, however, that any such
disclosure shall not be considered to be "cause" for
termination to the extent that:
(a) it is required of Executive pursuant to an
order of a court having competent
jurisdiction or a subpoena from an
appropriate government agency; or
(b) it is made by Executive in the ordinary
course of business within the scope of his
authority;
(iii) Dishonesty or the breach of any contract with or
violation of any legal obligation to FirstMerit;
(iv) Gross negligence or insubordination in the
performance of duties held by the President and Chief
Operating Officer of FirstMerit.
(E) "TERMINATION OF EMPLOYMENT WITHOUT CAUSE" means the
termination of Executive's employment by FirstMerit for any
reason other than Death, Disability or For Cause.
(F) "TERMINATION OF EMPLOYMENT FOR GOOD REASON" means the
voluntary termination of Executive's employment by Executive
for any of the following reasons:
(i) Involuntary reduction in Executive's Base Salary
unless such reduction occurs simultaneously with a
company-wide reduction in officers' salaries;
(ii) Involuntary discontinuance or reduction in
Executive's incentive compensation award
opportunities under FirstMerit's plan unless a
company-wide discontinuance or reduction of all
officers' incentive compensation award opportunities
occurs simultaneously with such discontinuance or
reduction;
(iii) Significant reduction in Executive's responsibilities
and status within the FirstMerit organization, or a
change in his title or office without prior written
consent of Executive;
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(iv) Involuntary discontinuance of Executive's
participation in any employee benefit plans
maintained by FirstMerit unless such plans are
discontinued by reason of law or loss of tax
deductibility to FirstMerit with respect to
contributions to such plans, or are discontinued as a
matter of FirstMerit policy applied equally to all
participants in such plans;
(v) A material breach of this Agreement, which breach is
not corrected within a reasonable time after notice.
7.2 TERMINATION OF EMPLOYMENT UPON DEATH. If Executive's employment is
terminated by reason of Death, his estate shall be entitled to receive only
Executive's Base Salary to which he was entitled through the Termination Date,
any unpaid bonus due with respect to a year prior to the year in which the
termination occurred, and such other benefits as may be available to him or his
estate through FirstMerit's benefit plans and policies (including the Membership
Agreement entered into in connection with the SERP as described in Section
5.1(C)).
7.3 TERMINATION OF EMPLOYMENT UPON DISABILITY. If Executive's employment is
terminated due to his inability to perform his duties because of Disability,
Executive shall be entitled to receive only his Base Salary to which he was
entitled through the Termination Date, any unpaid bonus due with respect to a
year prior to the year in which the termination occurred, and such other
benefits as may be available to him through FirstMerit's benefit plans and
policies (including the Membership Agreement entered into in connection with the
SERP as described in Section 5.1(C)).
7.4 TERMINATION OF EMPLOYMENT BY FIRSTMERIT FOR CAUSE. If Executive's employment
is terminated For Cause, Executive shall be entitled to receive only Executive's
Base Salary to which he was entitled through the Termination Date and such other
benefits as may be available to him through FirstMerit's benefit plans and
policies in effect at the time of termination.
7.5 TERMINATION WITHOUT CAUSE OR TERMINATION FOR GOOD REASON
(A) If there is a Termination of Employment Without Cause or a
Termination of Employment For Good Reason, and the Termination
Date is prior to the expiration of the Term, Executive's Base
Salary and benefits (including credit for Years of Service
under the SERP) shall continue for a period of thirty (30)
months following the month in which the Termination Date
occurs. Notwithstanding the preceding sentence, if a
termination of employment under this Section 7.5(A) occurs
following a Change in Control, and if the compensation and
benefits provided under this Section 7.5(A), either alone or
in conjunction with other compensation or benefits received by
Executive, constitute Parachute Payments, then the
compensation and benefits payable under this Section 7.5(A),
and under any other employment agreement to which the
Executive is party or employee benefit plan or program in
which the Executive is participating, shall be reduced if, and
only to the extent that, a reduction will allow the Executive
to receive a greater Net After Tax Amount than the Executive
would receive absent a
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reduction. The following steps shall be followed in
implementing the provisions of this paragraph 7.5(a):
(i) The Accountant shall first determine the total amount
of the Parachute Payments and Net After Tax Amount of
such Parachute Payments.
(ii) Next, the Accountant shall determine the amount of
the Executive's Reduced Parachute Payments and the
Net After Tax Amount of such Reduced Parachute
Payments.
(iii) If the Accountant determines that the Net After Tax
Amount of the Reduced Parachute Payments is greater
than the Net After Tax Amount of the total Parachute
Payments, the Executive shall receive the Reduced
Parachute Payments. If the Accountant determines that
the Net After Tax Amount of the total Parachute
Payments is greater than or equal to the Net After
Tax Amount of the Reduced Parachute Payments, the
Executive shall receive the total Parachute Payments.
If the Accountant determines that the Executive's
Parachute Payments should be reduced to an amount
equal to the Reduced Parachute Payments, FirstMerit
shall give prompt notice to that effect to the
Executive with a copy of the Accountant's
calculations. The Executive may then elect, in his
sole discretion, within ten (10) days after his
receipt of such notice, which and how much of the
Parachute Payments, including without limitation the
compensation and benefits payable pursuant to this
Section 7.5(A), shall be eliminated or reduced to
arrive at the amount of the Reduced Parachute
Payments. If the Executive does not make an election
within such ten-day period, FirstMerit shall, in is
sole discretion, make the election to reduce the
Parachute Payments to arrive at the amount of the
Reduced Parachute Payments and shall notify the
Executive promptly thereof. All determinations made
by the Accountant pursuant to this Section 7.5(A)
shall be binding upon FirstMerit and the Executive
and shall be made within sixty (60) days after the
occurrence of an event which triggers the payment of
benefits under this Section 7.5(A).
(iv) The following definitions shall apply for purposes of
this Section 7.5(A):
(a) "Accountant" means the accounting firm
approved by FirstMerit's shareholders as
FirstMerit's independent auditor immediately
prior to the occurrence of an event which
triggers the payment of compensation or
benefits under this Section 7.5(A).
(b) "Parachute Payment" means a payment that is
described in Code Section 280G(b)(2)
(without regard to whether the aggregate
present value of such payment exceeds the
limit prescribed in Code Section
280G(b)(2)(A)(ii)). The amount of any
Parachute Payment shall be determined in
accordance with Code Section
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280G and the regulations promulgated
thereunder, or, in the absence of final
regulations, the proposed regulations
promulgated under Code Section 280G.
(c) "Net After Tax Amount" means the amount of
any Parachute Payments or Reduced Parachute
Payments, as applicable, net of the taxes
imposed under Code Sections 1, 3101(b) and
4999 and any state or local income taxes
applicable to the Executive as in effect on
the date of the payment under this Section
7.5(A). The determination of the Net After
Tax Amount shall be made using the highest
combined effective rates of the taxes
described in the preceding sentence imposed
on income of the same character as the
Parachute Payments or Reduced Parachute
Payments, as applicable, in effect for the
year for which the determination is made.
(d) "Reduced Parachute Payment" means the
largest amount of Parachute Payments that
may be paid to the Executive without
liability for any excise tax under Code
Section 4999.
(B) If there is a Termination of Employment Without Cause or a
Termination of Employment For Good Reason, and the Termination
Date is after the expiration of the Term, Executive shall be
entitled to receive only his Base Salary to which he was
entitled through the Termination Date and such other benefits
as may be available to him through FirstMerit's benefit plans
and policies.
7.6 TERMINATION OF EMPLOYMENT OTHER THAN FOR GOOD REASON. If Executive
terminates employment with FirstMerit other than for Good Reason, Executive
shall be entitled to receive only his Base Salary to which he was entitled
through the Termination Date and such other benefits as may be available to him
through FirstMerit's benefit plans and policies.
7.7 EFFECT OF TERMINATION. Upon termination of Executive's employment, the
obligations of each of the parties under this Agreement shall expire as of the
Termination Date, including, without limitation, the obligations of FirstMerit
to pay any compensation to Executive, except to the extent otherwise
specifically provided in this Agreement. Notwithstanding the foregoing, the
obligations contained in Section 8 of this Agreement and the provisions hereof
relating to the obligations of FirstMerit described in the preceding sentence,
shall survive the termination or expiration of this Agreement in accordance with
the terms set forth therein.
8. CONFIDENTIALITY AND NON-COMPETE
8.1 NON-DISCLOSURE. Executive expressly covenants and agrees that he will not
reveal, divulge or make known to any person, firm, company or corporation any
secret or confidential information of any nature concerning FirstMerit or its
business, or anything connected therewith.
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8.2 RETURN OF MATERIALS. Executive agrees to deliver or return to FirstMerit
upon termination or expiration of this Agreement or as soon thereafter as
possible, all information, whether written or stored in media used in computer
systems or otherwise, and any other similar items furnished by FirstMerit or
prepared by Executive in connection with his services hereunder. Executive will
retain no copies thereof after termination of this Agreement or Executive's
employment.
8.3 NON-COMPETE. If Executive terminates his employment other than for Good
Reason during the Term, or if FirstMerit terminates Executive's employment for
Cause during the Term, then, until the first anniversary of the Termination
Date, Executive shall not become associated, directly or indirectly, with any
entity, whether as a shareholder (other than as a holder of not more than one
percent (1%) of the outstanding voting shares of any publicly traded company),
principal, partner, employee or consultant (such activities collectively
referred to as an "Associate"), that is actively engaged in any business which
is in competition with FirstMerit or any of its subsidiaries or affiliates in
any geographic area in which FirstMerit or any of its subsidiaries or affiliates
does business at the date of such termination. If Executive incurs a Termination
of Employment for Good Reason or a Termination of Employment Without Cause
during the Term, then, until the cessation of payments under Section 7.5(A),
Executive shall not become an Associate of any entity that is actively engaged
in any business which is in competition with FirstMerit or any of its
subsidiaries or affiliates in the State of Ohio, and such other geographic area
as FirstMerit or any of its subsidiaries or affiliates may have begun doing
business as of the Termination Date.
8.4 INJUNCTIVE RELIEF. Executive acknowledges that it is impossible to measure
in money the damages that will accrue to FirstMerit by reason of Executive's
failure to observe any of the obligations imposed on him by this Section 8.
Accordingly, if FirstMerit shall institute an action to enforce the provisions
hereof, Executive hereby waives the claim or defense that an adequate remedy at
law is available to FirstMerit, and Executive agrees not to urge in any such
action the claim or defense that such remedy at law exists.
9. MISCELLANEOUS
9.1 ASSIGNMENT. This Agreement shall be binding upon the parties hereto, their
respective heirs, personal representatives, executors, administrators and
successors; provided, however, that Executive shall not assign this Agreement.
9.2 GOVERNING LAW. This Agreement shall be construed under and governed by the
internal laws of the State of Ohio. In the event that any provision of this
Agreement shall be held to be void or unenforceable by a court of competent
jurisdiction, this Agreement shall not be rendered null and void thereby but
shall be construed and enforced as if such void or unenforceable provision was
not originally a part of this Agreement. The parties agree to the sole
jurisdiction and venue of the Common Pleas Court in Summit County, Ohio, for any
disputes arising hereunder.
9.3 ENTIRE AGREEMENT. This Agreement sets forth the entire agreement of the
parties concerning the employment of Executive by FirstMerit, and any oral or
written statements, representations, agreements or understandings made or
entered into prior to or
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contemporaneously with the execution of this Agreement, are hereby rescinded,
revoked and rendered null and void by the parties.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
the day and year above first written.
FIRSTMERIT CORPORATION
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, Chairman and
Chief Executive Officer
/s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx
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