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Exhibit 10.1
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 reaso
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