Exhibit 10.1
TRANSITION AND CONSULTING
AGREEMENT
THIS TRANSITION AND CONSULTING AGREEMENT
is entered into and made effective this 21st day of December 2006
between MARSHALL & ILSLEY CORPORATION, a Wisconsin corporation,
(“M&I”) and DENNIS J. KUESTER
(“Executive”).
RECITALS
Executive has over 30 years of experience
with M&I and/or its affiliates and is currently employed as
Chief Executive Officer of M&I. Executive possesses
intimate knowledge of the business and affairs of M&I and its
affiliates, and their respective policies, markets and financial
and human resources.
Executive will retire as Chief Executive
Officer at the 2007 M&I Annual Meeting of Shareholders
(“Annual Meeting Date”), and Executive will continue as
an employee of M&I and Chairman of the Board until January 1,
2008, at which time he will retire as an employee of
M&I.
M&I and Executive desire to set forth
the terms of Executive’s employment for the period commencing
on the Annual Meeting Date and ending on Executive’s
retirement date of January 1, 2008. Additionally, M&I
desires to assure the continued services of Executive, in a
consulting capacity, on its own behalf and/or on behalf of its
affiliates following his retirement for the period provided in this
Agreement. Executive is willing to continue to provide
certain services to M&I and/or its affiliates for such period,
upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the
premises and the mutual covenants herein contained, the parties
agree as follows:
1.
Employment Transition
Period . For the period
in which Executive will continue as an employee of M&I and
Chairman of the Board following his retirement as Chief Executive
Officer, Executive will receive salary at his current rate, and
continue participation in other compensation and benefit programs,
subject to approval by the Compensation and Human Resources
Committee of the Board where required. Upon his retirement as
an employee on January 1, 2008, Executive will also be fully vested
in any outstanding restricted shares or restricted share units,
which are not otherwise vested in accordance with their normal
terms on such date.
2.
Consulting . Starting on January 2, 2008, Executive agrees
to provide the services described in Section 4 hereof for the
period stated in Section 3 hereof, subject to the other terms and
conditions herein provided.
3.
Term . The consulting term shall begin on January 2,
2008, and shall continue for as long as Executive continues to
serve on the Board of Directors of M&I (the
“Board”), unless this Agreement is sooner terminated by
the mutual written consent of the parties hereto or by
Executive’s death or disability such that he is unable to
perform his duties hereunder (the “Term”).
4.
Duties . During the Term, Executive shall devote his
best efforts and such of his business time, attention, skill and
efforts as are necessary to consult with the executive officers and
Board of M&I and its affiliates with respect to such matters as
may be reasonably requested by M&I at such times as are
mutually convenient for Executive and M&I. In addition to
his duties as Chairman of M&I for the period in which he acts
in that capacity, Executive shall also maintain continued
involvement with area businesses on M&I’s behalf,
including business development and retention, and participation in
selected charitable organizations.
5.
Compensation During the Term and While
Chairman of the Board .
As compensation for the services to be provided during the
Term and while Executive is Chairman of the Board, Executive shall
receive from M&I or its affiliates the benefits set forth
below:
A.
Cash Compensation
. In lieu of any Board retainer
fees, but in addition to the other Board compensation (board and
committee meeting fees and equity awards) to which Executive is
otherwise entitled as a non-employee member of the Board, M&I
shall pay Executive $20,833.33 per month for each full or partial
month during which he serves as Chairman of the Board. Such
amount will remain in effect for calendar year 2008 and thereafter
will be subject to annual review by the Compensation and Human
Resources Committee and the Board. To the extent Executive
serves on other subsidiary boards, Executive will receive
compensation consistent with other non-employee
directors.
B.
Reimbursement of Expenses
. M&I shall pay or reimburse
Executive for all reasonable travel and other expenses incurred by
Executive in the performance of his duties hereunder upon
compliance with M&I’s expense reimbursement policy that
applies to senior executives of M&I. Upon
Executive’s request, M&I shall provide the Executive
continued access to M&I’s facilities and services, and at
its expense, furnish Executive with secretarial services and office
space sufficient for Executive to perform his duties hereunder, at
a location mutually convenient for M&I and the Executive.
C.
Company Car . M&I shall provide Executive, at
M&I’s expense, with a vehicle that is similar in quality
to those provided by M&I to Executive while Executive was
employed as Chief Executive Officer of M&I.
D.
Company Aircraft
. M&I shall provide Executive
with ac
