CHFC 2017 Annual Report

• all performance-based restricted stock units will automatically vest at the applicable target level. Our decision not to renew the term of his employment agreement will also constitute our termination of his employment without cause. I n the event of his death, his outstanding equity-based awards will vest as outlined above. The severance payments and vesting of equity awards is conditioned upon Mr. Provost executing a mutually agreeable release of claims, in substantially the form attached to his employment agreement. His employment agreement also requires the he keep corporate information confidential. In addition, he is subject to provisions related to non-competition and non-solicitation of customers and employees for a period of 24-months following termination of his employment. The foregoing description of Mr. Provost’s executive employment agreement does not purport to be complete and is qualified in its entirety by reference to his executive employment agreement, which is incorporated herein by reference as Exhibit 10.25. Change in Control Agreement with Robert S. Rathbun On February 27, 2018, we entered into a change in control agreement with Robert S. Rathbun. Under the agreement, if within six months before a change in control (as defined in the agreement) or within two years after a change in control, Mr. Rathbun is terminated by us other than for “cause” (as defined in the agreement), disability or death, or if he terminates his employment for “good reason” (as defined in the agreement), he will be entitled to a lump sum payment in the amount of one times the sum of his base salary plus the average of his bonuses under our annual executive incentive plan for each of the three most recently completed calendar years. We will also pay Mr. Rathbun a lump sum payment equal to 12 times his monthly contribution towards his then current employee and dependent health, prescription drug and dental coverage elections. In addition, all equity-based awards previously granted to Mr. Rathbun that remain outstanding on his termination date will be treated as follows: • all unvested stock options will immediately vest, and together with other vested stock options, will remain exercisable for a period of three years from termination; • all outstanding time-based restricted stock units will automatically vest; and • all performance-based restricted stock units will remain outstanding, subject to their original performance goals, and the restrictions will not lapse until such goals have been attained, at which time the restrictions will lapse at the relevant performance level attained, as if Mr. Rathbun had remained employed through the last day of the performance period. We have also agreed to provide Mr. Rathbun executive-level outplacement services for up to 12 months after his termination. The severance payments are conditioned on Mr. Rathbun executing a mutually agreeable release of claims, in substantially the form attached to the agreement. His agreement also requires him to keep corporate information confidential. In addition, he is subject to provisions related to non-competition and non-solicitation of customers and employees for a period of 12-months following termination of his employment. The foregoing description of the change in control agreement does not purport to be complete and is qualified in its entirety by reference to Mr. Rathbun’s change in control agreement, which is incorporated herein by reference as Exhibit 10.29. Long-Term Incentive Plan Awards On February 27, 2018, the following awards of restricted stock units were made to our named executive officers in accordance with the terms of the Chemical Financial Corporation Stock Incentive Plan of 2017 (the “Equity Plan”). Executive Officer Number of Time-Vested Restricted Stock Units Number of Performance-Based Restricted Stock Units (1) David T. Provost 21,417 34,689 Dennis L. Klaeser 7,139 11,563 Robert S. Rathbun 1,060 1,717 Thomas W. Kohn 725 522 (1) Amount shown is the target amount of the award. The range of performance-based restricted stock units actually earned can be in the range of 0% of target for below threshold performance, to 50% of target for threshold performance, to 150% of target for maximum performance. 167