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EXHIBIT 10.8
SEPARATION AND RELEASE
AGREEMENT
This is an agreement (the
"Agreement") between CHEMICAL FINANCIAL CORPORATION ("Employer")
and JAMES R. MILROY ("Employee"). As used in this Agreement, the
term, Employer, includes all of its affiliated or related
companies, including without limitation, all employees, officers,
directors, shareholders and agents of the Employer and those of any
subsidiary, parent, or affiliated company.
WHEREAS , Employer and
Employee desire to end the relationship, and agree to the
following:
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1. Administrative
Leave and Termination Date . Employee acknowledges that he will
begin administrative leave effective April 9, 2007, and that his
leave and employment with Employer will end on December 31, 2007,
or upon Employee securing new employment, whichever date occurs
first (the "Termination Date"). During the administrative leave,
Employee shall have no duties, except as provided in this
Agreement, and is not to report to the Employer's office. During
the administrative leave, Employee is free to seek new employment.
During the administrative leave, Employee shall make himself
available to provide services as requested by Employer. During the
administrative leave, Employee shall receive his base salary.
Employee acknowledges that no additional compensation, including
but not limited to bonus is owed or will be paid to Employee during
the administrative leave period.
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2. Waiver and
Release . In consideration for the Additional Benefits
described below, Employee releases and discharges Employer from all
claims (including claims for attorney's fees and costs), demands
and causes of action, known or unknown, which Employee may have or
claim to have against Employer, arising out of, or in any way
relating to, Employee's employment with, or termination of
employment, whether based on any act or omission to act. This
includes, but is not limited to, claims of negligence, breach of
contract, violation of the Civil Rights Acts of 1964 and 1991,
violation of the Americans with Disabilities Act, violation of the
Consolidated Omnibus Budget Reconciliation Act of 1985 (as amended)
("COBRA"), violation of the Employee Retirement Income Security Act
of 1974 (as amended), violation of the Age Discrimination in
Employment Act of 1967 (as amended), violation of the Older Workers
Benefit Protection Act, violation of Michigan's Elliott-Larsen
Civil Rights Act, violation of Michigan's Persons with Disabilities
Civil Rights Act, violation of Michigan's Payment of Wages and
Fringe Benefits Act, claims arising under any federal, state or
local laws prohibiting employment discrimination based on age,
color, race, gender/sex, height, weight, marital status, national
origin, mental or physical disability, religious affiliation,
veteran status or any other forms of discrimination, and claims
based on any other laws affecting relations between employers and
employees, including claims growing out of Employee's termination
of employment.
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With respect to any charges
or complaints that have been filed or may be filed concerning any
event or actions relating to Employee's employment or Employee's
termination, and which occurred prior to signing this Agreement,
Employee additionally waives and releases any right Employee may
have to recover in any lawsuit or proceeding brought by Employee,
an administrative agency, or any other person on Employee's behalf
or which includes Employee in any class. This paragraph is not
intended to limit Employee from instituting legal action for the
sole purpose of enforcing this Agreement, nor does this Agreement
affect any rights or claims Employee may have which arise after
Employee signs this Agreement. Nor does the Agreement affect
Employee's rights to vested employee benefits, vested stock
options, group health benefit continuation rights provided by COBRA
or any claim for workers' compensation. Prior to instituting any
legal action challenging the enforceability of this Agreement,
Employee will return in full any benefits received from Employer in
connection with Employee signing this Agreement.
3. No Admission of
Liability . The parties acknowledge that this Agreement is not
an admission of liability, but is an effort to reach a mutual
understanding concerning Employee's termination from employment
with Employer.
4. Period for
Review and Consultation . Employee acknowledges that Employer
has advised him to consult with an attorney before executing this
Agreement.
- Employee has either consulted with an
attorney or waived his right to do so. Employee further
acknowledges that he has been given twenty-one (21) days from the
time he received this Agreement to consider whether to sign it. If
the Agreement is signed before the end of the twenty-one (21) day
period, Employee acknowledges that it is because he freely chose to
do so after carefully considering the terms of the Agreement and
after opportunity to consult with an attorney.
5. Revocation
Period . Employee acknowledges that for a period of seven (7)
days following the execution of the Agreement, he may revoke this
Agreement and the Agreement shall not become effective or
enforceable until the revocation period has expired without
Employee having revoked the Agreement (the "Effective Date").
Revocation is to be effective by delivering a written notice of
revocation to the Director of Human Resources, 333 E. Main Street,
Midland, Michigan 48640. For such revocation to be effective, the
notice must be received by the Director of Human Resources not
later than the seventh (7th) day after Employee signs the
Agreement. Employee acknowledges that if he revokes the Agr
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