MERCANTILE BANK OF
MICHIGAN
DIRECTOR NON-COMPETE AND
NON-SOLICITATION AGREEMENT
In order to comply
with the policy of the Board of Directors (the “Board”)
of Mercantile Bank of Michigan, a Michigan banking corporation (the
“Bank”), that each non-employee director of the Bank
enter into a non-compete agreement; to preserve the interests of
the Bank in its customers, business, and confidential information;
and in consideration of non-compete agreements being entered into
by one or more of the other members of the Board, and directors
fees, if any, that I may receive; I agree as follows:
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1.
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Acknowledgment.
I acknowledge that I am
and will be in possession of confidential information regarding the
Bank, its sole shareholder, Mercantile Bank Corporation
(“Mercantile”), their respective subsidiaries
(collectively, the “Companies” and each a
“Company”), and the customers of the Companies, and
have or may establish or continue relationships with customers on
behalf of the Companies that are valuable to them and their
businesses.
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2.
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Non-Competition
. I agree that from the
date of this agreement through the earlier of (i) the date one
year after I am no longer a member of the Board of Directors of the
Bank or any of the other Companies, and (ii) the date of an
occurrence of a Change in Control (as defined in Schedule A to
this Agreement) of Mercantile (the “Non-Compete
Period”); I will not serve as a member of the board of
directors or any advisory board of, or directly or indirectly
participate in the management or control of, be an employee or
officer of, own a substantial interest in, or in any manner engage
in, any business or enterprise (other than any of the Companies)
that engages in the business of (i) banking or of a savings
and loan, credit union or other financial institution,
(ii) lending money as its primary business, (iii) taking
deposits, or (iv) lease financing; within a fifty
(50) mile radius of any of the following Michigan cities:
Grand Rapids, Holland, Lansing or Ann Arbor. The sentence above
shall not be construed to prohibit me from being a passive owner of
not more than 1% of any publicly-traded class of capital stock of
any entity, continuing any ownership interest that I now have, or
continuing my present work for a company or entity that now employs
me.
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3.
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Non-Solicitation
. I agree that during
the Non-Compete Period, I will not (i) induce or attempt to
induce any employee of any of the Companies to terminate any
employment or other relationship with any of the Companies,
(ii) in any way materially interfere with the relationship
between any of the Companies and any employee of any of the
Companies, (iii) hire or attempt to hire, directly or through any
entity, any person who was an employee of any of the Companies at
any time during the Non-Compete Period, (iv) induce or attempt
to induce any partner, client, referral source, customer, supplier,
licensee, or any other person
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with a business relation with any of
the Companies, to cease doing business with the Bank or any of the
other Companies, or in any way materially interfere with the
relationship between any such partner, client, referral source,
customer, supplier, licensee, or other person with a business
relation, and any of the Companies.
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4.
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Injunctive Relief
. I agree that the
Companies would be irreparably harmed by my breach of any of the
provisions of paragraphs 2 or 3 above, and that damages at law
would not be sufficient to compensate the Companies for the breach.
If I breach or threaten to breach any of the terms of this
Agreement, any of the Companies, in addition to any other remedies
it may have and without limiting its remedies, may apply for and
will be entitled to, injunctive relief or specific enforcement to
prevent the breach or threatened breach, and may otherwise
specifically enforce any of the terms of this Agreement; in each
case without having to prove it has actually been damaged by my
actions. I agree not to contest any application for injunction or
specific performance that any of the Companies may seek, and waive
any defense to the granting of relief based on the adequacy of the
remedy at law or absence of irreparable harm.
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5.
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Agreement Reasonable and
Necessary . I
agree that the duration, area and scope of my agreements in
paragraphs 2 and 3 above are reasonable and necessary to
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