Severability Contract Clauses (27,855)

Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any jurisdiction, or as to any person, or would disqualify the Plan or the Agreement under any law deemed applicable by the Board, such provision shall be construed or deemed amended to conform to applicable laws, or, if it cannot be so construed or deemed amended without, in the Board's determination, materially altering the intent of the Plan or the Agreement, such provision shall be stricken as to such... jurisdiction or person, and the remainder of the Agreement shall remain in full force and effect. 11 21. Governing Law and Jurisdiction. The Plan and this Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, United States of America. The jurisdiction and venue for any disputes arising under, or any action brought to enforce (or otherwise relating to), the Plan will be exclusively in the courts in the State of North Carolina, County of Mecklenburg, United States of America, including the Federal Courts located therein (should Federal jurisdiction exist). As consideration for and by accepting the Award, the Recipient agrees that the Governing Law and Jurisdiction provisions of this Section 21 shall supersede any Governing Law or similar provisions contained or referenced in any prior equity awards made by the Company to the Recipient, and, accordingly, such prior equity awards shall become subject to the terms and conditions of the Governing Law and Jurisdiction provisions of this Section 21. View More

Severability. In case any provision in this Amendment shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of this Amendment and the validity, 6 legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Severability. If any court of competent jurisdiction invalidates any part of this Agreement, then the court making such determination shall have the right to modify this Agreement and in its reduced form this Agreement shall be enforceable to the fullest extent permitted by law. If any provision or part of a provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed from this Agreement and the remaining provisions shall remain in full force and effect. This Paragraph s...hall be interpreted to give the fullest possible effect to Executive's release of claims. View More

Severability. The invalidity or unenforceability of any one or more provisions of this Agreement, including, without limitation, Section 6, shall not affect the validity or enforceability of the other provisions of this Agreement, which shall remain in full force and effect.

Severability. The provisions of this Agreement are severable, and if any part or portion of it is found to be unenforceable, the other portions shall remain fully valid and enforceable. Restrictive Covenants and General Release Agreement 18 of 20 15.Withholding. Comerica may withhold from any amounts payable under this Agreement such Federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.16.Notice. Any notices relating to or arising out of this Agreement... shall be sent by registered mail, return receipt requested, and shall be addressed as follows: To Comerica: Jon W. Bilstrom, EVP, Governance, Regulatory Relations and Legal Affairs, and Corporate Secretary 1717 Main Street, MC 6504Dallas, Texas 75201 To Executive: J. Michael FultonAt the address on record with Comerica as of the Separation Date 17.Consideration Period, Revocation Period and Effective Date. Executive confirms that Executive had at least twenty-one (21) days to consider this Agreement, or that, by executing this Agreement, Executive voluntarily waives the twenty-one (21) day consideration period and that Executive had an opportunity to consult with an attorney during said consideration period and prior to signing this Agreement. For an additional period of seven (7) days following the signing of this Agreement, Executive understands Executive may revoke Executive's signature by delivery of a written notice of revocation to Von E. Hays, Senior Vice President and General Counsel, Litigation and Corporate Operations, 1717 Main Street, 4th Floor, MC 6506, Dallas, Texas, 75201. The revocation must be delivered to this address before 5:00 p.m. CST on or before the 7th day following Restrictive Covenants and General Release Agreement 19 of 20 the signing of this Agreement. This Agreement shall become effective and enforceable on the eighth (8th) day following its execution by Executive, provided Executive does not exercise Executive's right of revocation as described above (the "Effective Date"). If Executive fails to sign this Agreement on or before the 21st day from the date set forth below or revokes Executive's signature, this Agreement will be without force or effect, and Executive shall not be entitled to any of the rights and benefits hereunder. Delivered to Executive for Executive's consideration this 1st day of April, 2014.Comerica Incorporated By: /s/ Jon W. Bilstrom Name:Jon W. BilstromTitle:Executive Vice President, Governance, Regulatory Relations and Legal Affairs, and Corporate SecretaryDate:April 3, 2014 I, MICHAEL FULTON, HAVING READ THE FOREGOING SEPARATION AND RESTRICTIVE COVENANTS AGREEMENT, UNDERSTANDING ITS CONTENT AND HAVING HAD AN OPPORTUNITY, AND BEEN ADVISED, TO CONSULT WITH COUNSEL OF MY CHOICE, DO HEREBY KNOWINGLY AND VOLUNTARILY SIGN THIS AGREEMENT, THEREBY AGREEING TO THE TERMS THEREOF AND WAIVING AND RELEASING MY CLAIMS, ON April 3, 2014. /s/ J. Michael Fulton J. Michael Fulton Restrictive Covenants and General Release Agreement 20 of 20 EX-10.1 2 fultonagreement.htm EXHIBIT FultonAgreement RESTRICTIVE COVENANTS AND GENERAL RELEASE AGREEMENTTHIS RESTRICTIVE COVENANTS AND GENERAL RELEASE AGREEMENT (the "Agreement") is entered into on April 3, 2014 between J. Michael Fulton (hereafter "Executive") and Comerica Incorporated, a Delaware corporation, for the benefit of Comerica Incorporated, Comerica Bank, a Texas banking association, all of their past, present and future subsidiaries, affiliates, predecessors, and successors, and all of their subsidiaries and affiliates, (hereafter all individually and collectively referred to as "Comerica"). This Agreement sets forth the complete understanding and agreement between Comerica and Executive relating to Executive's employment and cessation of employment with Comerica. This Agreement shall be effective as of the Effective Date (as defined in Paragraph 18 below), and in the event the Effective Date does not occur, this Agreement shall be void ab initio.Accordingly, Executive and Comerica hereby agree as follows:1.Separation from Employment. Executive and Comerica agree that Executive's employment with Comerica shall terminate effective April 30, 2014 (the "Separation Date"). View More

Severability. If any provision of this Note is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Note so long as this Note as so modified continues to express,... without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with one or more valid provisions, the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). View More

Severability. The provisions of this Agreement are severable, and the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof.

Severability. If all or any part of this Option Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity 37. will not invalidate any portion of this Option Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Option Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section ...to the fullest extent possible while remaining lawful and valid. View More

Severability. The provisions of this Deed shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) are held by a court having jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by applicable law. Furthermore, to the fullest extent possible, (i) the provisions of this Deed (including each portion of this Deed containing any provision h...eld to be invalid, void or otherwise unenforceable, that is not itself invalid, void or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable, and (ii) to the extent any provision of this Deed is held to be invalid, illegal or unenforceable, such provision shall not be stricken, but shall instead be construed so as to give maximum effect to the intent manifested by the provision held to be invalid, illegal or unenforceable. View More

Severability. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) are held by a court having jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by the laws of the State of Delaware. Furthermore, to the fullest extent possible, (i) the provisions of this Agreement (including each portion of this Ag...reement containing any provision held to be invalid, void or otherwise unenforceable, that is not itself invalid, void or unenforceable), shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable and (ii) to the extent any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision shall not be stricken, but shall instead be construed so as to give maximum effect to the intent manifested by the provision held invalid, illegal or unenforceable. View More