EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is entered into this
30th day of September, 2000 by and between NORTH
COUNTRY FINANCIAL CORPORATION, a Michigan corporation
(the "Company"), and SHERRY LITTLEJOHN (the
"Executive").
RECITALS
The Executive is employed by the Company as its
Chief Operating Officer and serves as a Director of the
Company. The Company desires to continue to employ the
Executive pursuant to the terms of this Employment
Agreement and the Executive desires to continue to be
employed by the Company in accordance with the terms
and provisions contained herein.
NOW, THEREFORE, in consideration of the premises
and mutual covenants and agreements contained herein,
the parties hereto hereby agree as follows.
1. Employment.
(a) The Company hereby employs the
Executive, and the Executive hereby accepts employment,
on the terms and subject to the conditions contained
herein.
(b) During the Employment Term as defined in
Section 2, below, the Executive shall serve as the
President and Chief Operating Officer (jointly the
"COO") of the Company, faithfully and to the best of
the Executive's ability, subject to the direction of
the Board of Directors and, in such capacity, shall
supervise, manage and administer the operations,
business and affairs of the Company and shall perform
such duties and exercise such power and authority as
may from time to time be delegated to the Executive by
the Board of Directors consistent with the Executive's
status as COO. During the Employment Term, the
Executive shall also serve as a Director of the Company
(for so long as the Executive shall be nominated and
elected to fill such position). Executive may receive
whatever additional compensation for serving in such
Director related capacity(ies) as may be determined
from time to time by the Company's Board of Directors.
During the Employment Term, the Executive shall also
serve as the COO of North Country Bank and Trust (the
"Bank") and as a Director of the Bank (for so long as
the Executive shall be nominated and elected to fill
such position). In addition, the Executive shall serve
as an officer and/or director of such subsidiaries of
the Company as may be designated by their Boards of
Directors and/or shareholders. Executive may receive
whatever additional compensation for serving in such
Director and Officer related capacity(ies) as may be
determined from time to time by the Company's Board of
Directors.
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(c) During the Employment Term, and
excluding any periods of vacation and sick leave to
which the Executive is entitled, the Executive agrees
to devote substantially all of her business time,
efforts and skills to the business and affairs of the
Company and, to the extent necessary to discharge the
responsibilities assigned to the Executive hereunder,
to use the Executive's reasonable best efforts to
perform faithfully and efficiently such
responsibilities. During the Employment Term, it shall
not be a violation of this Agreement for the Executive
to (A) serve on corporate, civic or charitable boards
or committees, (B) deliver lectures, fulfill speaking
engagements or teach at educational institutions and
(C) manage personal investments, so long as such
activities do not materially interfere with the
performance of the Executive's responsibilities as an
employee of the Company in accordance with this
Agreement.
2. Employment Term. The term of the employment
of Executive under this Agreement (the "Employment
Term") shall commence as of the date hereof and shall
continue, unless sooner terminated under Section 7
hereof, until September 30th, 2003. At the end of each
day of the Employment Term, this Agreement shall be
automatically extended for one (1) day unless either
the Company or the Executive shall have given written
notice to the other at least thirty (30) days prior
thereto that the Employment Term shall not be so
extended.
3. Salary.
(a) During the Employment Term, Executive
shall be paid a salary at the rate of Two Hundred
Fifty and 00/100 Dollars $250,000.00 per annum (the
"Annual Base Salary"), payable in equal installments in
accordance with the Company's customary payroll
practices in effect from time to time.
(b) Executive's Annual Base Salary shall be
reviewed at least annually by the Compensation
Committee of the Company's Board of Directors (the
"Compensation Committee") and may be increased at any
time and from time to time as the Board of Directors,
in its sole discretion, shall deem appropriate taking
into account the Compensation Committee's
recommendation. The term Annual Base Salary as
utilized in this Agreement shall refer to Annual Base
Salary as so increased. Any increase in Annual Base
Salary shall not serve to limit or reduce any other
obligation to Executive under this Agreement. Annual
Base Salary shall not be reduced at any time during the
Employment Term. Annual Base Salary is subject to
income and employment tax withholding and all amounts
in this Agreement are stated prior to any such
deductions.
4. Bonus and Long-Employment Term Incentives.
(a) In addition to Annual Base Salary,
Executive shall be eligible to receive, for each fiscal
year ending during the Employment Term, any annual
bonus (the "Annual
<PAGE>
Bonus") determined in accordance
with any Company bonus plan adopted by the Board of
Directors as in effect from time to time (the "Bonus
Plan").
(b) Executive shall be eligible to
participate in those long-term incentive plans
available to senior executives of the Company,
including the 2000 Stock Incentive Plan, or any
successors thereto, in an amount and on such terms as
shall be determined by the Compensation Committee .
Executive shall also be eligible to participate in the
Company's Supplemental Executive Retirement Plan in
accordance with its terms.
5. Benefits. Subject to the application of any
applicable anti-discrimination rules, the Executive
shall be entitled to participate in all employee
benefit plans, programs, practices or arrangements of
the Company in which other senior executives of the
Company are eligible to participate from time to time,
including, without limitation, any qualified or non-
qualified pension, profit sharing and savings plans,
any death benefit and disability benefit plans, and any
medical, dental, health and welfare plans on terms and
conditions at least as favorable as provided to other
senior executives of the Company. Notwithstanding the
foregoing, (a) the Company with provide the Executive
with the use of an automobile of her choice with a
retail value up to $50,000 (the "Automobile") and
(b) the Executive will be entitled to four (4) weeks of
vacation per year (and, to the extent the full amount
of vacation time is not taken, the Executive may only
carry over vacation time to a subsequent year to the
extent approved by the Compensation Committee). The
Automobile shall be owned by the Company or the Bank
and shall be replaced when it is approximately two
years old. While the Executive is employed by the
Company, the Company shall be responsible for all
expenses associated with the automobile, including
repairs, gasoline (while the auto is being used for
business purposes) and customary insurance coverage.
Subsequent to the Executive's termination from
employment with the Company, if "auto benefits" are
extended to the Executive pursuant to this Agreement,
the Executive shall be responsible for all expenses
associated with the Automobile, including repairs and
gasoline, other than customary insurance coverage which
shall be purchased by the owner of the Automobile.
6. Expenses. The Company shall pay or reimburse
the Executive for all reasonable out-of-pocket expenses
incurred by her in the course of performing her duties
for the Company in accordance with the Company's
reimbursement policies as in effect from time to time.
Executive shall keep accurate records and receipts of
such expenditures and shall submit such accounts and
proof thereof as may from time to time be required in
accordance with such expense account or reimbursement
policies that the Company may establish for its
employees generally.
7. Termination of Employment. During the
Employment Term, the Executive's employment hereunder
may be terminated under any of the following
circumstances:
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(a) Death or Disability. The Executive's
employment hereunder shall terminate automatically
upon the Executive's death during the Employment
Term. If the Company determines in good faith
that a Disability of the Executive has occurred
during the Employment Term (pursuant to the
definition of Disability set forth below), the
Company may give to the Executive written notice
in accordance with Section 7(d) of this Agreement
of its intention to terminate the Executive's
employment hereunder. In such event, the
Executive's employment with the Company shall
terminate effective on the thirtieth (30th) day
after receipt of such notice by the Executive (the
"Disability Effective Date"), provided that,
within thirty (30) days after such receipt, the
Executive shall not have returned to full-time
performance of the Executive's duties. For
purposes of this Agreement, "Disability" means a
condition rendering the Executive unable, by
reason of a medically determinable physical or
mental impairment, to perform her duties with the
Company or the Bank, which condition, in the
opinion of a physician selected by the Company's
Board of Directors, is expected to have a duration
of more than 90 consecutive days.
(b) Termination by Company. The Company may
terminate the Executive's employment for Cause or
without Cause. For purposes of this Agreement,
"Cause" means (i) the willful commission by the
Executive of a criminal or other act that causes
or will probably cause substantial economic damage
to the Company, the Bank or an affiliate, (ii) the
commission by the Executive of an act of fraud in
the performance of her duties on behalf of the
Company, the Bank or an affiliate, (iii) the
continuing willful failure of the Executive to
perform her duties to the Company, the Bank or an
affiliate (other than any such failure resulting
from the Executive's incapacity due to physical or
mental illness) after written notice therefor
(specifying the particulars thereof in reasonable
detail) and a reasonable opportunity to be heard
and cure such failure are given to the Executive;
or (iv) the order of a federal or state bank
regulatory agency or a court of competent
jurisdiction requiring the Executive's termination
of employment. For purposes of this paragraph, no
act, or failure to act, on the Executive's part
shall be deemed "willful" unless done, or omitted
to be done, by the Executive not in good faith and
without reasonable belief that the action or
omission was in the best interest of the Company,
the Bank or an affiliate. The term "affiliate"
means a corporation or other business entity that
is controlled by, controlling or under common
control with the Company.
(c) Good Reason Termination. The Executive
may voluntarily terminate her employment hereunder
for Good Reason. "Good Reason" means, without the
Executive's written consent, the material breach
by the Company or the Bank of any provision of
this Agreement, or, if in anticipation of or after
the occurrence of a Change in Control, the
occurrence of one or more of the following during
the Employment Term:
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(i) a material diminution of or
interference with the Executive's duties and
responsibilities with the Company or the Bank
immediately prior to the Change in Control,
including, but not limited to a material
demotion of the Executive, a material
reduction in the number or seniority of other
Company personnel reporting, directly or
indirectly, to the Executive, or a material
reduction in the frequency with which, or in
the nature of the matters with respect to
which, such personnel are to report to the
Executive; or
(ii) the assignment to the Executive by
the Company or the Bank of duties
inconsistent with the Executive's position,
duties, responsibilities and status
immediately prior to the Change in Control;
or
(iii) a change in the principal
workplace of the Executive to a location
outside of a 50-mile radius from Manistique,
Michigan or Traverse City, Michigan; or
(iv) any failure by the Company or the
Bank to continue in effect any qualified
plan, welfare benefit or incentive plan or
arrangement in which the Executive is
participating immediately prior to the Change
in Control or to reduce or eliminate the
Executive's participation in, or remuneration
or benefits under, any such plans or
arrangements; or
(v) if this Agreement does not become,
by operation of law, an obligation of any
successor to the Company, any failure by a
successor to the Company to expressly assume
this Agreement; or
(vi) a voluntary termination by the
Executive for any reason or no reason during
the ninety (90) day period commencing on the
date six (6) months after the Change in
Control.
For purposes of this Agreement, Change in Control
has the same meaning as in the Company's 2000
Stock Incentive Plan, as the same may be amended
from time to time. Notwithstanding the foregoing,
prior to a Change in Control, Executive will not
have "Good Reason" to terminate her employment
with the Company unless (i) the Executive
complies with the requirements of subsection (d)
hereof and (ii) within the ten (10) day period
after the Board of Directors receives the Notice
of Termination, as defined in Section 7(d), below,
the Company has not reasonably cured the situation
which is the basis for the Executive's claim of
Good Reason to terminate. The Executive's
continued employment or failure to give Notice of
Termination will not constitute consent to, or a
waiver of rights with respect to, any circumstance
constituting Good Reason hereunder. After the
occurrence of a Change in Control, any good faith
determination by the
<PAGE>
Executive that there is Good
Reason shall be conclusive and binding on the
Company and its successors.
(d) Notice of Termination. Any purported
termination of employment shall be communicated by
Notice of Termination to the other party. For
purposes of this Agreement, a "Notice of
Termination" shall mean a written notice which (i)
indicates the specific termination provision in
this Agreement relied upon; (ii) if applicable,
sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for
termination of the Executive's employment under
the provision so indicated; and (iii) indicates
the Termination Date. "Termination Date" shall
mean in the case of the Executive's death, her
date of death, or in all other cases of
termination by the Company, the date specified in
the Notice of Termination; provided, however, that
the date specified in the Notice of Termination
shall be at least thirty (30) days after the date
the Notice of Termination is given to the
Executive, provided, further, that in the case of
Disability, the Executive shall not have returned
to the full-time performance of her duties during
such period of at least thirty (30) days. In the
case of the Executive's Good Reason Termination,
the "Termination Date" shall be no earlier than
thirty (30) days after written notice by the
Executive to the Company, unless the Company
agrees to an earlier Termination Date.
8. Obligations Upon Termination.
(a) Termination by the Company for Cause or
Voluntary Termination by the Executive. If the
Executive's employment with the Company is
terminated by the Company for Cause or if the
Executive voluntarily leaves the Company's employ
other than for Good Reason, the Company will pay
and/or provide the Executive with the following:
(i) the Executive's Annual Base Salary through the
Termination Date, and (ii) all benefits to which
the Executive is entitled under any benefit plans
set forth in Section 5 hereof in accordance with
the terms of such plans through the Termination
Date.
(b) Termination by Reason of Disability or
Death. If the Executive's employment with the
Company is terminated during the Employment Term
by reason of the Executive's Disability or death,
the Company will pay and/or provide the Executive
or the Executive's legal representative, as the
case may be, with the following: (i) the
Executive's Annual Base Salary as then in effect
through the Termination Date (ii) a fraction of
any Annual Bonus paid to the Executive for the
fiscal year preceding the Termination Date
determined by multiplying the prior year's Annual
Bonus (if any) by a fraction, the numerator of
which shall equal the number of days during such
fiscal year preceding the Termination Date, and
the denominator of which shall equal three hundred
sixty-five (365) and (iii) all benefits to which
the Executive is entitled under any benefit plans
set forth in Section 5 hereof in accordance with
the terms of such plans through the
<PAGE>
Termination Date. Payment of the amount set forth
in subparagraph (ii) hereof shall be made within
thirty (30) days after the Termination date.
(c) Good Reason Termination or Termination
by the Company Without Cause. If the Executive
terminates her employment hereunder for Good
Reason, or the Company terminates the Executive's
employment without Cause, the Company shall
provide the following payments and/or benefits to
the Executive:
(i) twelve (12) quarterly payments to
the Executive, each in an amount equal to
twenty-five percent (25%) of her Annual Base
Salary (or, if the termination occurs after a
Change in Control, the greater of the
Executive's Annual Base Salary before or
after the Change in Control), commencing on a
date which is no later than ten (10) business
days after compliance with subsection (d)
hereof; and
(ii) for the three years following the
Termination Date, medical and dental benefits
to the Executive and/or the Executive's
spouse and dependents at the Company's
expense in accordance with the most favorable
plans, practices, programs or policies of the
Company and its affiliated companies
applicable generally to other peer executives
who are active employees and their spouse and
dependents as in effect from time to time
thereafter; provided, however, that (1) if
the Executive becomes reemployed with another
employer and is eligible to receive medical
or other benefits under another employer
provided plan, the medical and other benefits
described herein shall be secondary to those
provided under such other plan during such
applicable period of eligibility, and (2)
that if the Executive and/or the Executive's
spouse qualifies for coverage by Medicare or
any successor program, the Company may
require that the Executive and/or the
Executive's spouse fully participate in
Medicare and pay the premiums therefor
personally.
If, after a Change in Control, (a)the Executive
terminates her employment hereunder for Good
Reason or (b) the Company terminates the
Executive's employment without Cause, the Company
shall provide the following payments and/or
benefits to the Executive in addition to those
provided in subparagraphs (i) and (ii), above:
(iii) outplacement services up to a
maximum amount of 15% of the Executive's
Annual Base Salary (or, if the termination
occurs after a Change in Control, the greater
of the Executive's Annual Base Salary before
or after the Change in Control) plus travel
expense reimbursement for job search travel
of up to $5,000; and
<PAGE>
(iv) the same or similar (in nature and
quantity) counseling services that may be
available to employees of the Company
pursuant to any Company "Employee Assistance
Program" that may be in existence at the
time of the Executive's termination from
employment with the Company.
(v) a cash payment, payable within 90
days of the end of each calendar year during
which the Executive is receiving payments
under this Section 8(c), equal to the amounts
that the Company would have contributed to
its qualified retirement plan and the
Supplemental Executive Retirement Plan for
the Executive's account during that calendar
year if the Executive had continued in the
Company's employ for the three-year period
beginning on the Termination Date and had
earned the Annual Base Salary (or, if the
termination occurs after a Change in Control,
the greater of the Executive's Annual Base
Salary before or after the Change in Control)
and a bonus equal to the bonus earned by the
Executive for the fiscal year ending
immediately prior to the year in which the
Change of Control occurs.
(d) Release of Claims. Notwithstanding the
foregoing, the Company will not pay to the
Executive, and the Executive will not have any
right to receive any payments or benefits
described in Sections 8(b) and (c), above, unless
and until the Executive or her legal
representative (in the case of the Executive's
death or if the Executive is disabled such that
she is unable to consent) executes, and there
shall be effective following any statutory period
for revocation, a release, in a form reasonably
acceptable to the Company, that irrevocably and
unconditionally releases, waives, and fully and
forever discharges the Company and its past and
current shareholders, members of the Board of
Directors, officers, employees, and agents from
and against any and all claims, liabilities,
obligations, covenants, rights, demands and
damages of any nature whatsoever, whether known or
unknown, anticipated or unanticipated, relating to
or arising out of the Executive's employment with
the Company, including without limitation claims
arising under the Age Discrimination in Employment
Act of 1977, as amended, Title VII of the Civil
Rights Act of 1974, as amended, the Civil Rights
Act of 1991, as amended, the Equal Pay Act, as
amended, and any other federal, state, or local
law or regulation.
(e) Withholding, Waiver of Vacation Pay and
Other Issues. Payments to be made to Executive
under this Section 8 will be reduced by any
applicable income or employment taxes which are
required by be withheld under applicable law, and
all amounts are stated before any such deduction.
Furthermore, none of the payments under this
Section 8 shall be included as compensation for
purposes of any pension, deferred compensation or
welfare benefit plan or program of the Company.
Finally, in consideration of all of the payments
to be made under this Section 8 to the Executive by
<PAGE>
the Company pursuant to this Agreement, the
Executive hereby waives any claim she may have for
accrued and unpaid vacation pay as of the
Termination Date.
9. Obligations of Executive During and After the
Employment Term.
(a) Competition. Executive agrees that
while employed by the Company, and for the three-
year period following the Termination Date, she
shall not, either directly or indirectly as an
agent, stockholder, employee, officer, director,
trustee, partner, member, proprietor or otherwise,
render advice or assistance to (other than on
behalf of the Company) or be employed by or render
services to any person, company, business entity,
or other organization which is engaged in the
business of commercial banking within a sixty (60)
mile radius of any branch office of the Bank or
any other affiliated entity of the Company. The
Company, Bank and any other affiliated entity of
the Company are hereafter referred to as the
"Company Affiliated Group."
(b) Solicitation of Employees. The
Executive agrees that while employed by the
Company and for the three-year period following
the Termination Date, she will not, directly or
indirectly, induce, solicit, entice or procure any
person who is an employee of the Company
Affiliated Group, or has been such an employee
within the three months preceding such contact by
Executive, to terminate his or her employment with
the Company Affiliated Group so as to accept
employment with any person, company, business
entity, or other organization whatsoever in which
the Executive owns, directly or indirectly, at
least a 5% equity interest or from which the
Executive receives compensation.
(c) Solicitation of Customers. The
Executive agrees that while employed by the
Company and for the three-year period following
the Termination Date, she will not, directly or
indirectly, contact any customer or prospective
customer of the Company Affiliated Group with whom
the Executive has had contact on behalf of the
Company Affiliated Group during the two-year
period preceding the Termination Date or any
customer or prospective customer about whom the
Executive has obtained confidential information in
connection with the Executive's services to the
Company Affiliated Group during such two-year
period so as to cause or attempt to cause such
customer or prospective customer of the Company
Affiliated Group not to do business or to reduce
such customer's business with the Company
Affiliated Group or divert any business from the
Company Affiliated Group.
(d) Confidentiality Agreement. During the
Employment Term and after the Executive's
termination of employment with the Company, the
Executive shall not make any Unauthorized
Disclosure. For purposes of this Agreement,
"Unauthorized Disclosure" shall mean use by the
Executive or disclosure by the Executive without the
<PAGE>
consent of the Board of Directors of the
Company to any person, other than use or
disclosure that is reasonably necessary or
appropriate in connection with the performance by
the Executive of her duties as an executive of the
Company or as may be legally required (provided
the provisions of Section 9(c) hereof are complied
with), of any confidential information obtained by
the Executive while in the employ of the Company,
including, but not limited to, confidential
information with respect to any of the Company's
customers, suppliers, contractors, methods of
operation, services, products, mechanisms,
databases, processes, programs and access codes
(the "Confidential Information"); provided,
however, that Confidential Information shall not
include the use or disclosure by the Executive,
without consent, of any information known
generally to the public (other than as a result of
disclosure by her in violation of this Section
9(d)).
(e) Return of Company Property. The
Executive agrees that all memoranda, notes,
records, papers, financial models, mechanisms,
programs, flow charts, work papers, source codes,
computer codes, designs, software, data and other
documents and all copies thereof relating to the
operations or business of the Company, some of
which may be prepared by her, and all objects
associated therewith (such as samples) in any way
obtained by her in connection with the performance
of her duties hereunder shall be the exclusive
property of the Company. The Executive shall not,
except for the Company's use, copy or duplicate
any of the aforementioned, not remove them from
the Company's facilities, nor use any information
concerning them, in each case, except for the
Company's benefit, either during her employment or
thereafter. The Executive agrees that she will
deliver the original and all copies of all of the
aforementioned that may be in her possession to
the Company on termination of her employment, or
at any other time on the request of the Board of
Directors of the Company.
(f) Notice by Executive to Company. If the
Executive is requested or becomes legally required
or compelled (by oral questions, interrogatories,
requests for information or documents, subpoena,
civil or criminal investigative demand, or similar
process) or is required by a governmental body to
make any disclosure that is prohibited or
otherwise constrained by this Agreement, the
Executive will provide the Company with prompt
notice of such request so that it may seek an
appropriate protective order or other appropriate
remedy. Subject to the foregoing, the Executive
may furnish that portion (and only that portion)
of the Confidential Information that the Executive
is legally compelled or is otherwise required to
disclose or else stand liable for contempt or
suffer other material censure or material penalty.
(g) Enforcement of Covenants. The Executive
recognizes that irreparable and incalculable
injury will result to the Company Affiliated
Group, its businesses or properties in the event
of her breach of any of the restrictions imposed
by this Section 9. The Executive therefore agrees
that, in the event of any such actual, impending or
<PAGE>
threatened breach, the Company or any affiliate
thereof will be entitled, in addition to any other
remedies and damages, to temporary and permanent
injunctive relief (without the necessity of
posting a bond or other security) restraining the
violation, or further violation, of such
restrictions by the Executive and by any other
person or entity for whom the Executive may be
acting or who is acting for the Executive or in
concert with the Executive.
10. Exclusive Remedy. The payments, severance
benefits and severance protections provided to the
Executive pursuant to this Agreement are to be paid and
provided in lieu of any severance payments, severance
benefits and severance protections provided in any
other plan or policy of the Company.
11. Excise Tax Payments. Notwithstanding
anything contained in this Agreement to the contrary,
in the event that any payment or distribution to or for
the benefit of the Executive, whether paid or payable
or distributed or distributable pursuant to the terms
of this Agreement or otherwise in connection with, or
arising out of, her employment with the Company (a
"Payment" or "Payments"), would be subject to the
excise tax imposed by Section 4999 of the Internal
Revenue Code of 1996, as amended (the "Code")), or any
interest or penalties are incurred by the Executive
with respect to such excise tax (such excise tax,
together with any interest and penalties, are
collectively referred to as the "Excise Tax"), then the
Executive shall be entitled to receive an additional
payment (a "Gross-Up Payment") in an amount such that
after payment by the Executive of all taxes (including
any interest or penalties imposed with respect to such
taxes), including any Excise Tax, imposed upon the
Gross-Up Payment, the Executive retains an amount of
the Gross-Up Payment equal to the Excise Tax imposed
upon the Payments. The Company shall pay the Gross-Up
Payment to the Executive, or to the taxing authorities
on behalf of the Executive, at the time when the Excise
Tax is required to be paid to the taxing authorities.
Calculation of the Gross-Up Payment shall be made by
the Company's independent certified public accounting
firm engaged by the Company immediately prior to the
Change in Control and shall be subject to the
Executive's review and consent at least ten (10) days
prior to the date on which an Excise Tax payment must
be made hereunder.
12. Successors.
(a) This Agreement is personal to the
Executive and without the prior written consent of
the Company shall not be assignable by the
Executive otherwise than by will or the laws of
descent and distribution. This Agreement shall
inure to the benefit of and be enforceable by the
Executive's legal representatives.
(b) This Agreement shall inure to the
benefit of and be binding upon the Company and its
successors.
<PAGE>
13. Legal Fees and Expenses. If any legal
proceeding is necessary to enforce or interpret the
terms of this Agreement, or to recover damages for
breach hereof, Executive, if the prevailing party,
shall be entitled to recover from the Company
reasonable attorneys' fees and necessary costs and
disbursements incurred in such litigation, in addition
to any other relief to which she may be entitled.
14. Miscellaneous.
(a) This Agreement shall be governed by and
construed in accordance with the laws of the State
of Michigan, without reference to principles of
conflict of laws. The captions of this Agreement
are not part of the provisions hereof and shall
have no force or effect. This Agreement may not be
amended or modified otherwise than by a written
agreement executed by the Company and the
Executive or their respective successors and legal
representatives.
(b) All notices and other communications
hereunder shall be in writing and shall be given
by hand delivery to the other party, delivered by
overnight courier, or by certified mail, return
receipt requested, postage prepaid, addressed as
follows:
If to the Executive: Sherry L. Littlejohn
517 West Avenue B
Newberry, MI 49868
If to the Company: North Country Financial Corporation
333 East State Street
Traverse City, Michigan 49684
Attention: Chairman -
Compensation Committee
or to such other address as either party shall
have furnished to the other in writing in
accordance herewith. Notice and communications
shall be effective when actually received by the
addressee.
(c) The invalidity or unenforceability of
any provision of this Agreement shall not affect
the validity or enforceability of any other
provision of this Agreement. By way of example
and not by wary of limitation, if any payments
provided for hereunder are found to be beyond
limits permissible to be paid by the Company or
the Bank by statute or
<PAGE>
regulation, it is intended that the payments shall
be made to the maximum of any such lesser amount as
is permissible to be paid by the Company or the Bank.
(d) The Executive's or Company's failure to
insist upon strict compliance with any provision
hereof shall not be deemed to be a waiver of such
provision or any other provision thereof.
(e) This Agreement contains the entire
understanding of the Company and the Executive
with respect to the subject matter hereof. Other
than the terms of all qualified, welfare benefit
and compensation plans and awards in which the
Executive participates, it is expressly agreed
that the terms and conditions of this Agreement
supersede and control any conflicting or contrary
provision contained in any other agreement(s),
understandings and arrangements, oral or written,
between the parties hereto regarding the subject
matter of this Agreement, including that
Management Continuity Agreement dated May 22,
1996, as amended, between the Company and the
Executive .
IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first set forth
above.
NORTH COUNTRY FINANCIAL CORPORATION
By: /s/ Wesley W. Hoffman
-----------------------------------------
Wesley W. Hoffman, Compensation Committee
Chairman and Authorized Signatory
EXECUTIVE
By: /s/ Sherry L. Littlejohn
------------------------------------------
Sherry L. Littlejohn
