Exhibit 10.1
AGREEMENT
(C. XXXXX XXXX)
This Agreement (the "Agreement"), dated as of the 5th day of February 2007
(the "Effective Date"), by and among MACKINAC FINANCIAL CORPORATION, a Michigan
corporation (the "Company"), and C. XXXXX XXXX ("Xxxx").
W I T N E S S E T H:
WHEREAS, the Company and the Xxxx are parties to an Amended and Restated
Employment Agreement dated July 15, 2005 (the "Existing Agreement"); and
WHEREAS, the parties desire to terminate the Existing Agreement as of the
Effective Date.
NOW, THEREFORE, in consideration of the premises and the mutual
undertakings set forth herein the parties hereto agree as follows:
1. Resignation and Termination. As of the Effective Date, Xxxx hereby
resigns any and all positions with the Company and its wholly-owned subsidiary,
mBank (the "Bank") and any other affiliate of either the Company and the Bank,
including, without limitation, as member of any board of directors. As of the
Effective Date, Xxxx no longer be an employee of the Company or the Bank of any
affiliate thereof. Except as otherwise provided in the Existing Agreement and
Section 3 of this Agreement, as of the Effective Date the Existing Agreement
shall be considered terminated and of no further force or effect.
2. Termination Payment; Health Insurance. In consideration of the
agreements contained herein, on the Effective Date, the Company shall pay to
Xxxx $33,173.13. As provided in Section 9(b) of the Existing Agreement, through
June 30, 2007, Xxxx shall be eligible to
participate in the health insurance program as described and subject to the
terms set forth in Section 5 of the Existing Agreement .
3. Certain Continuing Obligations of Xxxx. Notwithstanding
anything herein to the contrary, Xxxx hereby acknowledges and agrees that
Sections 7 (Certain Continuing Obligations of Employee), 12 (Arbitration) and 14
(Non-competition: Non-solicitation) of the Existing Agreement shall remain in
full force and effect in accordance with their respective terms and conditions.
4. Integration; Amendment. This Agreement contains the entire
agreement of the parties relating to the subject matter hereof and thereof, and
together supersede and replace in their entirety any prior agreements or
understandings concerning such subject matter, including the Existing Agreement.
This Agreement may not be waived, changed, modified, extended, or discharged
orally, but only by agreement in writing signed in the case of the Company by
the Chairman of the Company Board.
5. Arbitration. Any controversy, dispute, or claim arising out of or
relating to Xxxx'x employment or to this Agreement or breach thereof shall be
settled by arbitration in accordance with the commercial rules of the American
Arbitration Association at its Southfield, Michigan offices. Judgment upon any
award may be entered in any circuit court or other court having jurisdiction
thereof, without notice to the opposite party or parties. Anything contained
herein to the contrary notwithstanding, this agreement to arbitrate shall not be
deemed to be a waiver of the Company's right to secure equitable relief
including injunction (whether as part of or separate from the arbitration
proceeding) if and when otherwise appropriate.
6. Applicable Law. 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.
7. Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original and all of which together shall constitute
one and the same agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
MACKINAC FINANCIAL CORPORATION
/S/ Xxxx X. Xxxxxx
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By: Xxxx X. Xxxxxx
Its Chairman and Chief Executive Officer
/S/ C. Xxxxx Xxxx
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C. Xxxxx Xxxx
