CHFC 2018 Proxy Statement

executive, we have agreed to make a matching donation to the Community Foundation of Southeastern Michigan, a tax-exempt public charity. • Mr. Klaeser and Mr. Shafer: (i) two times the sum of (a) base salary, and (b) the average of the executive's cash bonus paid in each of the last three years, (ii) an amount equal to 24 times the executive's monthly contribution toward health, prescription drug and dental coverage, and (iii) an estimate of $15,996 related to the cost to provide outplacement services for a period of up to 12 months after termination of employment. • Mr. Rathbun: In the case of termination without cause, the sumof (a) 6months of base salary and (b) $100,000. In the case of termination in connection with a qualifying termination following a change in control (i) one times the sum of (a) base salary, and (b) the average of his cash bonus paid in each of the last three years, (ii) an amount equal to 12 times the executive's monthly contribution toward health, prescription drug and dental coverage, and (iii) an estimate of $15,996 related to the cost to provide outplacement services for a period up to 12 months after termination of employment. For purposes of this disclosure, we have provided the change in control benefits payable to Mr. Rathbun under his February 27, 2018 change in control agreement, even though the agreement was not in effect at year end 2017. (2) Amount represents the aggregate realizable value of unvested in-the-money stock options that would vest in connection with a termination event on December 31, 2017. The valuation of these awards is based on the exercise price of the stock options and the closing price of our common stock as reported on The NASDAQ Stock Market® at December 31, 2017 of $53.47 per share. (3) Amount represents the market value, excluding dividend equivalents, of unvested TRSUs and restricted stock awards that would vest in connection with a termination event on December 31, 2017. The valuation of these awards is based on the closing price of our common stock as reported on The NASDAQ Stock Market® at December 31, 2017 of $53.47 per share. (4) Amount represents the market value of unvested PRSUs that would vest, or continue to vest in accordance with their original terms, in connection with a termination event on December 31, 2017. The valuation of these awards is based on the closing price of our common stock as reported on The NASDAQ Stock Market® at December 31, 2017 of $53.47 per share. PRSUs earned in 2017 but still subject to service restrictions on December 31, 2017 have been earned at the maximum payout level and are reported at maximum. Subsequent awards are reported at target. 57