8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): May 24, 2007

MERCANTILE BANK CORPORATION

(Exact name of registrant as specified in its charter)

Michigan	000-26719	38-3360865
(State or other jurisdiction	(Commission File	(IRS Employer
of incorporation)	Number)	Identification Number)
310 Leonard Street NW, Grand Rapids, Michigan		49504
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code		616-406-3000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retirement of Mr. Johnson

     On May 24, 2007, Mercantile Bank Corporation (“Mercantile,” “we,” “us” or “our”) announced that its Chairman and Chief Executive Officer, Gerald R. Johnson, Jr., will retire from his positions as a director, officer and employee of Mercantile and its subsidiaries, effective June 30, 2007.

     On May 24, 2007, our Board of Directors appointed Michael H. Price, who is currently our President and Chief Operating Officer, to be our Chairman of the Board, President and Chief Executive Officer, effective June 30, 2007, when Mr. Johnson retires. Our Board of Directors, at the same time, appointed Robert B. Kaminski, Jr., who is currently our Executive Vice President and Secretary, to be our Executive Vice President, Chief Operating Officer and Secretary, effective June 30, 2007.

     Mr. Price has over 25 years of commercial banking experience. Mr. Price served as the Senior Lending Officer of First Michigan Bank-Grand Rapids, from 1992 to 1997, and President of that bank for several months in 1997, before joining us in late 1997. Mr. Price has served as our President and Chief Operating Officer, and a member of our Board of Directors since 1997, and as President of our banking subsidiary, Mercantile Bank of Michigan (our “Bank”), and a member of its Board of Directors, since 1997, and also as its Chief Executive Officer since 1999. He currently serves on the Board of Directors of one other public company, the Federal Home Loan Bank of Indianapolis. Mr. Price is 50 years old.

     Mr. Kaminski joined the Bank in 1997 and has over 20 years of commercial banking experience. From 1984 to 1997, Mr. Kaminski worked for First Michigan Bank-Grand Rapids in various capacities, including serving as Vice President in charge of loan review and as Vice President and Manager of the commercial credit department for three of its affiliates, from 1993 to 1997. He has served as our and our Bank’s Senior Vice President from 1997 to 2003, Executive Vice President since 2003, and Secretary since their inception in 1997. He has also served as our Bank’s Chief Operating Officer since 2000. Mr. Kaminski is 45 years old.

     The terms of office for our executive officers, including Mr. Price and Mr. Kaminski, are at the discretion of our Board of Directors. Our Bank has had, and expects in the future to have, loan transactions in the ordinary course of business with Mr. Price and Mr. Kaminski, as well as our other directors, executive officers, or their immediate family, or companies they have a material interest in, on substantially the same terms as those prevailing for comparable transactions with others. All such

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transactions with Mr. Price or Mr. Kaminski, their immediate families, or companies they have a material interest in (i) were made in the ordinary course of business, (ii) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Bank, and (iii) did not involve more than the normal risk of collectibility or present other unfavorable features.

Retirement Agreement for Mr. Johnson

     On May 24, 2007, we and our Bank entered into a retirement agreement with Mr. Johnson. The retirement agreement provides for Mr. Johnson’s retirement as of June 30, 2007, and provides him the payments and benefits that we would have provided him with under his employment agreement if he had terminated his employment for “good reason.” These payments and benefits are principally as follows: (a) an amount equal to his current annual base salary of $465,000 for the remaining term of his employment agreement, which ends December 31, 2009, totaling approximately, $1.16 million, payable in installments during 2008, (b) continuation of his life, disability and medical insurance coverage for 18 months, for him and his dependents, beginning June 30, 2007, (c) payment of the cash equivalent of his accrued and unused vacation days, and (d) $10,000 for interim office and other expenses.

     The retirement agreement also provides that Mr. Johnson will have the obligations to us that he would have had under his employment agreement if he had terminated his employment for “good reason,” except that his noncompetition covenant has been expanded by extending its duration from one year to approximately two and one half years, and extending its geographic scope from 50 miles of Grand Rapids, Michigan to 50 miles of each of the four cities where we now have an office. Mr. Johnson has agreed that through December 31, 2009, he will not be employed by, or act as a director or officer of, any business engaged in the business of banking within 50 miles of Ann Arbor, Grand Rapids, Holland or Lansing, Michigan. Mr. Johnson has also agreed not to disclose, except as required by law, any confidential information relating to our business or customers, or use any confidential information in any way adverse to us. The retirement agreement also includes provisions releasing us from certain liabilities.

     A copy of the retirement agreement is filed as Exhibit 10.1 to this report. Mr. Johnson’s employment agreement, including amendments, are filed as exhibits to our annual report on Form 10-K, and described in our proxy statement for our 2007 annual meeting of shareholders.

Item 7.01 Regulation FD Disclosure.

     We issued a press release on May 24, 2007 announcing Mr. Johnson’s retirement and the promotion of Mr. Price and Mr. Kaminski to their new positions. A copy of the press release is attached to this report as Exhibit 99.1.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.1	Retirement Agreement
99.1	Press release of Mercantile Bank Corporation.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MERCANTILE BANK CORPORATION
	By:	/s/ Charles E. Christmas
		Charles E. Christmas
		Senior Vice President, Chief Financial Officer and Treasurer
Date: May 25, 2007

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EXHIBIT INDEX

Exhibit Number	Description
10.1	Retirement Agreement
99.1	Press release of Mercantile Bank Corporation.

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EX-10.1

Exhibit 10.1

Retirement Agreement

Mr. Gerald R. Johnson, Jr.
310 Leonard Street NW
Grand Rapids, Michigan 49504

Dear Jerry,

     This Retirement Agreement (this “Agreement”) is among you, Mercantile Bank Corporation (“MBC”), and Mercantile Bank of Michigan (“MBM”), and sets forth the agreement among us relating to your retirement from MBC, MBM, and their respective subsidiaries and affiliated companies (collectively the “Mercantile Entities”).

1. Retirement. Your retirement as an officer and employee of all Mercantile Entities will be effective as of the end of the day on June 30, 2007 (the “Retirement Time”), and your resignation from all of your positions as an officer or employee of all Mercantile Entities shall be automatically effective as of the Retirement Time.

2. Resignation as a director. This Agreement constitutes your resignation from the Boards of Directors of MBC, MBM and any other Mercantile Entities for whom you serve as a director, effective as of the Retirement Time.

3. Resignation as a trustee. Unless accomplished prior to the Retirement Time, you will resign as trustee of MBM’s 401(k) plan, and as an administrative trustee of Mercantile Bank Capital Trust I, effective as of the Retirement Time, and your rights and duties as trustee will be transferred to one or more successor trustees, or as otherwise requested by MBM or MBC.

4. Payments and benefits. You, MBC and MBM have previously entered into an Employment Agreement dated as of October 18, 2001, by and among you, MBC and MBM, as amended by agreements dated October 17, 2002 and November 17, 2005 (your “Employment Agreement”). In connection with your retirement, and as consideration for your agreements, releases and waivers set forth in this Agreement, and as payment in full of all amounts payable to you by MBC, MBM or any of the other Mercantile Entities, you will have all of the rights to payments and benefits that would have been provided to you under your Employment Agreement if you had terminated your employment for “Good Reason” under Section 8.3 of your Employment Agreement effective at the Retirement Time. These payments and benefits are set forth in Sections 8.5 (Obligations of Employers upon Termination without Cause or Employee’s Termination with Good Reason) and 9A (Delay in Severance Payments) of your Employment Agreement, and are subject to the other provisions of the Employment Agreement, including Section 13 (Deductions of Taxes and Adjustments re IRC Section

280G) and the last sentence of Section 19 (Entire Agreement and Regulatory Compliance) of your Employment Agreement. Notwithstanding the provisions of this Section above, you agree with respect to the payments and benefits provided for in Sections 8.5(c) and (d) of your Employment Agreement as follows:

     (a) All life insurance under the MBM’s split dollar life insurance or “BOLI” life insurance programs is excluded from Sections 8.5(c) and (d) of your Employment Agreement, and you will receive no coverage, payments or insurance relating to those programs.

     (b) The insurance provided under the following policies, for which you have been paying the premiums, are excluded from Section 8.5(c) of your Employment Agreement; however, to the extent that it is practical for you to acquire or keep the policies, by conversion or otherwise, at your expense, and without adversely affecting MBM or MBC, you may do so: (i) Mutual of Omaha $50,000 term life insurance policy insuring your life, (ii) MetLife individual long term care policy for you, and (iii) Colonial Life cancer insurance policy for you.

5. Your obligations under your Employment Agreement. This Agreement does not eliminate or reduce any of your duties or obligations under your Employment Agreement, or any of our rights under your Employment Agreement. Your duties and obligations under your Employment Agreement will continue to apply, including on and after the Retirement Time, to the same extent as if you had terminated your employment for “Good Reason” under Section 8.3 of your Employment Agreement effective at the Retirement Time, except that the provisions of Section 11 (Noncompetition Covenant) of your Employment Agreement are amended to read in full as follows, which expands the duration and geographic scope of your noncompete covenant:

“ 11. Noncompetition Covenant. From the time that the Employee’s employment with the Employers terminates through December 31, 2009, the Employee will not be employed by (including as an employee, independent contractor, consultant or otherwise) or act as a director or officer of any business involving or engaged in the business of banking within a 50-mile radius of any of the Cities of Ann Arbor, Grand Rapids, Holland, or Lansing, Michigan, where such business engages in soliciting, directly or indirectly, customers of the Bank.”

6. Cooperation and Transition. You agree (a) to cooperate fully in effecting a smooth transfer of your responsibilities relating to the Mercantile Entities, including your positions as trustee of MBM’s 401(k) plan and as an administrative trustee of Mercantile Bank Capital Trust I, (b) to return to the Mercantile Entities all documents, materials, records, or other things belonging to any of the Mercantile Entities or containing proprietary information of any of the Mercantile Entities, (c) to surrender to the Mercantile Entities all of their property, and (d) to reconcile all of your expense accounts. You agree that from the date of this Agreement through the Retirement Time,

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you will (a) diligently take all actions reasonably requested by MBC or MBM to assist in the effective transition of customers, prospective customers, and other business contacts of the Mercantile Entities with whom you have a relationship, to other officers and employees of MBC or MBM, and (b) devote substantially all of your business days to the business of MBC and MBM.

7. Comprehensive Unconditional Release. You hereby release and forever discharge MBC, MBM, each of the other Mercantile Entities, and their respective successors, assigns, affiliates, shareholders, directors, officers, trustees, administrators, employees, agents, subcontractors, consultants, representatives, and heirs (hereinafter collectively referred to as the “Released Persons”) from any and all claims, demands, actions, causes of action, lawsuits, liabilities, interest, attorney’s fees, damages, losses, expenses or costs of any and every nature whatsoever, expressly or impliedly that you may have had or do have as of the date of execution of this Agreement, including any claims that are known or unknown that may have been asserted by you or on your behalf against any of the Mercantile Entities or any of the other Released Persons, or involving any other matter relating to your employment or prospective employment, or position as an officer, director or trustee. This includes, but is not limited to, releasing any and all claims that you may have under the Michigan Elliott-Larsen Civil Rights Act, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, and the Michigan Persons With Disabilities Civil Rights Act, and all other relevant state and Federal statutes. You agree that you will not seek, apply for, or accept employment with any of the Mercantile Entities without the written approval of an executive officer of MBC. This Section shall not be deemed to waive or release (a) any of your rights to payments or benefits provided for in this Agreement, including Section 4 of this Agreement, (b) any rights you may have to the return of the principal or interest on any deposits that you may have with MBM, in accordance with the terms of the deposit, (c) any rights you may have to indemnification or reimbursement or any limitation of liability applicable to you under the Articles of Incorporation or Bylaws of any of the Mercantile Entities and any rights you may have under any directors and officers liability insurance policy purchased by any of the Mercantile Entities, or (d) any persons, other than Mercantile Entities or their directors, officers, trustees, employees or counsel, from any claims, demands, actions, causes of action, lawsuits, liabilities, interest, attorney’s fees, damages, losses, expenses or costs, that are totally unrelated to any of the Mercantile Entities, or their business, or your service or the termination of your service as a director, officer, trustee or employee of any of the Mercantile Entities.

     You agree, promptly upon request by MBC or MBM, to execute an additional release of claims satisfactory to MBC and MBM after the Retirement Time, in order to continue to receive payments under this Agreement. The additional release shall cover substantially the matters referred to in this Section above through the Retirement Time.

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8. Full Review and Knowing and Voluntary Agreement. You acknowledge and agree that:

     (a) You have been given the opportunity to fully review this Agreement, have thoroughly reviewed it, fully understand its terms and knowingly and voluntarily agree to all of its provisions including, but not limited to, the release set forth above.

     (b) You are receiving additional consideration for signing this Agreement, that you are not otherwise entitled to, including the payments and benefits provided for in Section 4 of this Agreement.

     (c) You have been provided up to twenty-one (21) days to consider whether to sign this Agreement and that such period is a reasonable time for your consideration of this Agreement.

     (d) MBC and MBM have advised you to consult with an attorney regarding this Agreement, and that you either consulted with an attorney regarding this Agreement or have intentionally chosen not to exercise your right to consult with an attorney regarding this Agreement.

     (e) If this Agreement is executed prior to the expiration of the twenty-one (21) day period that you were given to consider this Agreement, such execution was knowing and voluntary, your preference to do so, and without coercion from MBC, MBM or any other person.

9. Seven Day Revocation Period. You have the right to revoke this Agreement for a period of seven (7) days following the date of your signing this Agreement. You may revoke this Agreement by providing written notice of your revocation of this Agreement to the President, the Secretary or the Human Resource Director of MBM before expiration of the revocation period. This Agreement is not effective or enforceable until the seven day revocation period has expired.

10. Applicable Law and Severability. This Agreement shall be governed by the laws of the State of Michigan. If, for any reason, any provision of this Agreement is unenforceable, the remainder of this Agreement shall nonetheless remain binding and in effect.

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11. Entire Agreement. This Agreement and your Employment Agreement constitute the entire agreement among you, MBC and MBM regarding the subject matter of this Agreement, and no amendment, deletion, addition, modification, or waiver of any provision of this Agreement shall be binding or enforceable unless in writing and signed by you, and on behalf of MBC and MBM by an authorized officer. This Agreement, together with your Employment Agreement, supersede all prior agreements and arrangements among you, MBC and MBM, or among you and any other Mercantile Entities, regarding the subject matter of this Agreement. No promises or representations have been made or relied upon apart from those expressly stated in this Agreement.

12. Arbitration. Except as provided in Section 12 of your Employment Agreement, any dispute arising out of this Agreement or your Employment Agreement, or any claimed breach, shall be exclusively resolved by binding arbitration in Grand Rapids, Michigan, and in accordance with the rules of the American Arbitration Association. Upon request of any party, the dispute, controversy or alleged breach shall be submitted to binding arbitration employing the following procedure. MBC or MBM, and the Employee, shall each select one person not related or affiliated to the selecting party to serve as an arbitrator, and the selection shall be made within thirty (30) days after the written request for arbitration. The two arbitrators selected shall choose a third independent arbitrator. The three selected arbitrators shall notify the parties of the date, time and place of the arbitration hearing. A decision shall be rendered within thirty (30) days after the arbitration hearing. The cost of the arbitrators and the arbitrators’ fees shall be shared equally by (a) MBC and MBM, or either of them, paying half, and (b) you paying the other half; provided, however, that the arbitrators in their sole discretion may allocate costs and fees solely to one of the parties to the arbitration if the arbitrators believed that the cause for the dispute, controversy or alleged breach was without merit or was caused solely by the unreasonable acts or omissions of the non-prevailing party or parties, as determined by the decision of the arbitrators. Each party shall be responsible for attorneys and experts engaged by the party on its or his behalf. A decision of two of the three arbitrators shall be determinative. Any decision rendered by arbitration shall be final, conclusive and binding and any party may obtain a judgment on the arbitration decision by submitting the arbitration decision to a circuit court in the State of Michigan.

13. Headings. The Paragraph headings in this Agreement are for reference purposes only and shall not be deemed to be part of this Agreement or to affect the meaning or interpretation of this Agreement.

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     Please read carefully. This Agreement includes a release of all known and unknown claims.

     Please confirm your agreement to the above by signing and returning to MBC or MBM a copy of this Agreement, in which case this will become a legally binding agreement among MBC, MBM and you, subject only to your right to revoke this Agreement as provided for in Section 9 of this Agreement.

MERCANTILE BANK CORPORATION
By:	/s/ Michael H. Price
	Michael H. Price
	President and Chief Operating Officer
Dated: May 24, 2007
MERCANTILE BANK OF MICHIGAN
By:	/s/ Michael H. Price
	Michael H. Price President and Chief Executive Officer
Dated: May 24, 2007

I Agree to the above.

     /s/ Gerald R. Johnson, Jr.           Gerald R. Johnson, Jr.

Dated: May 24, 2007

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EX-99.1

Exhibit 99.1

FOR FURTHER INFORMATION:

AT MERCANTILE BANK CORPORATION:
	Michael Price	Charles Christmas
	President & COO	SVP — Chief Financial Officer
	616-726-1600	616-726-1202

GERALD R. JOHNSON, JR. ANNOUNCES RETIREMENT FROM
MERCANTILE BANK CORPORATION

Appointment of Michael Price and Robert Kaminski to New Responsibilities
Sets Framework for Future

GRAND RAPIDS, MI, May 24, 2007 — Mercantile Bank Corporation (Nasdaq: MBWM) announced today the retirement of Gerald R. Johnson Jr. as Chairman and Chief Executive Officer of Mercantile Bank Corporation and Chairman of Mercantile Bank of Michigan. Also announced today was the appointment of Michael H. Price as Chairman, President and Chief Executive Officer of Mercantile Bank Corporation and Chairman and Chief Executive Officer of Mercantile Bank of Michigan; in addition, Robert B. Kaminski was appointed to Executive Vice President and Chief Operating Officer of Mercantile Bank Corporation and President and Chief Operating Officer of Mercantile Bank of Michigan. The changes go into effect on June 30, 2007.

After a distinguished career in the financial service industry, Mr. Johnson has decided to turn over the leadership reins to Messrs. Price and Kaminski. As the Founding Chairman and CEO of Mercantile Bank Corporation, Mr. Johnson was one of the key architects of Mercantile Bank Corporation and its affiliates.

“I have spent 35 of the past 37 years in the banking industry, and for the last 21 years I had the good fortune to serve in the capacity of Chairman and CEO of two leading banking organizations in the West Michigan market,” said Gerald Johnson, Jr. “I began thinking of retiring from my full-time banking career when I turned 60 last January. Since that time Mike Price and I have discussed a succession plan, ultimately leading to my decision to step down as Chairman and CEO of the company on June 30, 2007. I have worked with Mike and Bob for more than two decades and have the utmost confidence in them, our directors and the entire Mercantile team, which is the best I have ever been associated with, to continue the tradition of exceptional performance that has gained Mercantile a national reputation for excellence since our founding almost 10 years ago.”

“I have had the unique pleasure of working with Jerry for over 21 years,” said Mike Price, newly appointed Chairman, President and CEO. “Jerry played a tremendous role in the formation and growth of Mercantile. All of us on the management team believe Jerry has prepared us well to carry Mercantile through the next chapters of our growth. Most of all, we wish Jerry a great retirement, good health, and the best fortune as he explores new horizons in his life.” Through the leadership of Messrs. Johnson and Price, Mercantile reached over $2.0 billion in assets in less than 10 years of being open for business.

Prior to Mercantile, Mr. Johnson was appointed President and Chief Executive Officer of First Michigan Bank -Grand Rapids in 1986, and served as Chairman, President and Chief Executive Officer from 1988 to May of 1997, when he resigned to organize Mercantile Bank Corporation and Mercantile Bank of Michigan.

Michael Price has over 27 years of experience in commercial banking. He previously served as the founding President of Mercantile Bank Corporation and Mercantile Bank of Michigan since the commencement of operations in December, 1997. Robert Kaminski most recently served as Executive Vice President of Mercantile Bank Corporation and Executive Vice President and Chief Operating Officer of Mercantile Bank of Michigan. He is an original employee of Mercantile and has over 23 years of experience in commercial banking.

Mr. Johnson’s retirement package will include payment to him of approximately two and one-half times his current annual base salary over an eighteen-month period, and continuation of certain of his insurance benefits for the same period. The cost to Mercantile of the retirement package, which will be expensed during the second quarter of 2007, is estimated to be approximately $1.2 million, or $0.8 million on an after-tax basis.

About Mercantile Bank Corporation

Mercantile Bank Corporation is the bank holding company for Mercantile Bank of Michigan. Headquartered in Grand Rapids, the bank provides a wide variety of commercial banking services through its five full-service banking offices in greater Grand Rapids, and its full-service banking offices in Holland, Lansing and Ann Arbor, Michigan. Mercantile Bank Corporation’s common stock is listed on the NASDAQ Global Select Market under the symbol “MBWM.”

Forward Looking Statements

This news release contains comments or information that constitute forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995) that are based on current expectations that involve a number of risks and uncertainties. Actual results may differ materially from the results expressed in forward-looking statements. Factors that might cause such a difference include changes in interest rates and interest rate relationships; demand for products and services; the degree of competition by traditional and non-traditional competitors; changes in banking regulation; changes in tax laws; changes in prices, levies, and assessments; the impact of technological advances; governmental and regulatory policy changes; the outcomes of contingencies; trends in customer behavior as well as their ability to repay loans; changes in the national and local economy; and other factors, including risk factors, disclosed from time to time in filings made by Mercantile with the Securities and Exchange Commission. Mercantile undertakes no obligation to update or clarify forward-looking statements, whether as a result of new information, future events or otherwise.

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