CHFC 2018 Annual Report

based on the executive’s continued service through the performance period. If, however, the executive is terminated without cause by us or the executive terminates his employment for good reason, in either case following a change in control, such Earned PRSUs will 100% vest. A copy of the Equity Plan is filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the SEC on May 10, 2017. The foregoing description of the restricted stock unit agreements does not purport to be complete and is qualified in its entirety by reference to the form of TRSU and PRSU agreements for Mr. Provost and Mr. Torgow attached as Exhibits 10.32 and 10.30, respectively, and the other named executive officers attached as Exhibits 10.31 and 10.29, respectively, each incorporated by reference herein. 173 PART III. Item 10. Directors, Executive Officers and Corporate Governance. Information required by this item is set forth under the subheadings "Nominees for Election as Directors" and "Board Committees," and the headings "Executive Officers" and "Section 16(a) Beneficial Ownership Reporting Compliance" in our definitive Proxy Statement for our 2019 Annual Meeting of Shareholders to be filed with the SEC not later than 120 days after December 31, 2018 and is here incorporated by reference. We have adopted a Code of Ethics for Senior Financial Officers and Members of Senior Leadership, which applies to the Chief Executive Officer and the Chief Financial Officer, as well as all other senior financial and accounting officers. The Code of Ethics is posted on our website at www.chemicalbank.com. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver of, a provision of the Code of Ethics by posting such information on our website at www.chemicalbank.com. Item 11. Executive Compensation. Information required by this item is set forth under the headings "Executive Compensation," "Director Compensation," "Compensation and Pension Committee Report" and under the subheading "Compensation Committee Interlocks and Insider Participation" in our definitive Proxy Statement for our 2019 Annual Meeting of Shareholders to be filed with the SEC not later than 120 days after December 31, 2018 and is here incorporated by reference.