EXHIBIT 10.1
SUPPLEMENTAL BENEFIT AGREEMENT
THIS AGREEMENT is made by and between Comerica Incorporated, a Delaware
corporation (the "Company"), and Xxxxxx X. Xxxxxx (the "Executive") as of the
19th day of September, 2002.
WHEREAS, the Company has employed the Executive since 1955 and the Executive
intends to retire as Chairman of the Board of the Company in September, 2002;
and
WHEREAS, in order to enable a stable transition and ensure that the Executive
will continue to be available to the Company, the Company wishes to provide the
Executive with the benefits set forth in this Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and the Executive hereby agree as
follows:
1. Retiree Medical and Dental Benefits. The Company shall provide the Executive
and his spouse with medical and dental benefits for the remainder of their
respective lifetimes that are substantially similar to those provided to the
Executive and his spouse under the Comerica group healthcare plan at the date of
execution of this Agreement; provided, however, that such benefits shall be
coordinated with any medical benefits the Executive or his spouse may become
entitled to receive from a subsequent employer, Medicare, Social Security or any
similar source applying generally accepted procedures for the coordination of
benefits. Such benefits shall vest upon the date of the Executive's retirement
as Chairman of the Board of the Company (the "Date of Retirement").
2. Administrative and Security Services. The Company shall continue to provide
the Executive with administrative and security services for the following time
periods (collectively, "Administrative and Security Services"):
A. For a period beginning on the Executive's Date of Retirement and
ending on the three-year anniversary of the Date of Retirement (the "Three Year
Period"): (i) continuing computer technological services, equipment and
maintenance, (ii) monitoring, including home security, and (iii) the service and
other fees relating to the foregoing at the Executive's home and office
locations; and
B. For a period beginning on the Executive's Date of Retirement and
ending on the five-year anniversary of such Date of Retirement, continuing
office space and administrative support in a mutually agreeable location as well
as the Executive's parking at the Company's headquarters.
3. Club Memberships. During the Three Year Period, the Company shall continue to
provide the Executive with club dues and other fees related to the Executive's
membership in the clubs to which the Executive currently belongs and for which
the Company currently pays such dues and fees.
4. Tax Return Preparation. For the 2002, 2003 and 2004 calendar years, the
Company shall continue to pay for the preparation of federal, state and local
tax returns for the Executive and his spouse on the same basis as such services
are currently provided by the Company.
1
5. Reimbursement of Company-Related Expenses. The Company shall reimburse the
Executive for all other reasonable travel, entertainment and other expenses
incurred or paid by the Executive in connection with, or related to, Company
business, including, but not limited to, those matters set forth in Section 6
hereof.
6. Cooperation. The Executive agrees to cooperate with the Company and its
affiliates following his retirement by making himself available to testify or be
deposed in any action or proceeding relating to the Company or its affiliates,
and to assist the Company by providing information and meeting with
representatives of the Company or its affiliates, as may be reasonably requested
by the Company from time to time. The Executive further agrees to make himself
available on occasion, at the Executive's convenience in the Executive's
discretion, to attend Company-sponsored corporate and business functions, as may
be reasonably requested by the Company.
7. Confidentiality. The Executive will hold in a fiduciary capacity for the
benefit of the Company all secret or confidential information relating to the
Company or any of its affiliates that is not public knowledge (other than as a
result of the Executive's violation of this Section 7) ("Confidential
Information"). The Executive shall not divulge Confidential Information at any
time, except with the prior written consent of the Company or as otherwise
required by law or legal process.
8. Binding Effect. This Agreement shall extend to and be binding upon and inure
to the benefit of the parties hereto, their respective heirs, representatives,
successors and assigns. The Company shall require any successor (whether direct
or indirect) to all or substantially all of the business and/or assets of the
Company expressly to assume and agree to fully perform this Agreement. This
Agreement may not be assigned by the Executive.
9. Non-Exclusivity of Rights. Nothing in this Agreement shall prevent or limit
the Executive's continuing or future participation in any plan, program, policy
or practice provided by the Company or any of its affiliates, nor shall anything
in this Agreement limit or otherwise affect such rights as the Executive may
have under any contract or agreement with the Company or its affiliates.
10. Survival. The provisions of this Agreement shall survive a Change in Control
of the Company, as defined in the Amended and Restated 1997 Long Term Incentive
Plan. No terms, conditions, warranties, other than those contained herein, and
no amendments or modifications hereto shall be binding unless made in writing
and signed by the parties hereto.
IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement
as of the date and year first above written.
EXECUTIVE COMERICA INCORPORATED
/s/Xxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxx, Xx.
----------------------------- --------------------------------------
Xxxxxx X. Xxxxxx Xxxxx X. Xxxx, Xx.
President and Chief Executive Officer
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------
Xxxxx X. Xxxxxxx
Senior Vice President
2
