COMERICA INCORPORATED (NYSE:CMA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Previously, Comerica Incorporated (“Comerica”) reported that Muneera S. Carr ceased serving as Chief Financial Officer of Comerica, effective September 11, 2019.

In connection with Ms. Carr’s separation, on September 30, 2019, Comerica and Ms. Carr entered into a restrictive covenants and general release agreement (the “Separation Agreement”) under which Ms. Carr has provided a general release of claims in favor of Comerica and its affiliates and agrees to be bound by certain restrictive covenants (including two-year non-solicitation restrictions that will prohibit her from soliciting the customers and employees of Comerica) without the consent of Comerica. The Separation Agreement specifies that Ms. Carr’s employment will terminate October 10, 2019 (the “Separation Date”) and that she will return all property of Comerica and its subsidiaries and affiliates on or prior to the Separation Date. The Separation Agreement also includes general non-disparagement and cooperation provisions and provides that Ms. Carr will not use, commercialize or disclose Comerica’s confidential information to any person or entity, except to such individuals as approved by Comerica in writing prior to any such disclosure or as otherwise required by law. In exchange for the general release and other covenants contained in the Separation Agreement, Comerica will pay Ms. Carr a lump sum cash payment of $2.4 million within 30 days of the Separation Date. All unvested equity awards granted to Ms. Carr will be forfeited in accordance with their terms.

to the Separation Agreement, prior to the Separation Date, so long as Ms. Carr continues to be employed by Comerica, she will generally continue to be paid and be eligible to participate in the health, welfare benefit and retirement plans of Comerica on the same basis as applied to her immediately prior to delivery of the Separation Agreement. Following the Separation Date, Ms. Carr will be eligible to elect continuation coverage under Comerica’s healthcare benefit plans in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended and the terms of the applicable plan, with the cost of such coverage to be paid by Comerica. Comerica shall reimburse Ms. Carr for reasonable and documented business expenses incurred by Ms. Carr on or before the Separation Date, in accordance with the terms of Comerica’s policy. As well, Comerica will compensate Ms. Carr for any accrued but unused paid time off days as of the Separation Date, in accordance with the terms of Comerica’s policy. Ms. Carr will receive deferred compensation distributions from her deferred compensation plan accounts, if any, in accordance with the terms of the relevant plans. Ms. Carr will be not eligible to receive a share of any applicable incentive payment to the Comerica 2016 Amended and Restated Management Incentive Plan with respect to performance periods ending December 31, 2019 or thereafter. To the extent provided in its bylaws, Comerica will defend, indemnify and hold Ms. Carr from and against all liability for actions taken by her within the scope of her responsibilities, so long as her conduct in any such matter was consistent with the relevant standards contained in the bylaws.

This summary of the Separation Agreement is qualified in its entirety by the terms of the Separation Agreement, a copy of which is being filed herewith as Exhibit 10.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Restrictive Covenants and General Release Agreement by and between Muneera S. Carr and Comerica Incorporated dated September 30, 2019

COMERICA INC /NEW/ Exhibit
EX-10.1 2 ex101carragreement.htm EXHIBIT 10.1 Exhibit RESTRICTIVE COVENANTS AND GENERAL RELEASE AGREEMENTTHIS RESTRICTIVE COVENANTS AND GENERAL RELEASE AGREEMENT (the “Agreement”) is entered into on September 30,…
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About COMERICA INCORPORATED (NYSE:CMA)

Comerica Incorporated (Comerica) is a financial services company. The Company’s principal activity is lending to and accepting deposits from businesses and individuals. Comerica has its operations in three business segments: the Business Bank, the Retail Bank and Wealth Management. In addition to the three business segments, it also operates in the Finance segment. The Business Bank segment serves middle market businesses, multinational corporations and governmental entities by offering various products and services. The Retail Bank segment includes small business banking and personal financial services, consisting of consumer lending, consumer deposit gathering and mortgage loan origination. The Wealth Management segment offers fiduciary services, private banking, retirement services, investment management and advisory services, investment banking and brokerage services. The Finance segment includes its securities portfolio, and asset and liability management activities.