CHFC 2018 Proxy Statement

(6) Represents the following amounts: Mr. Klaeser – $560,228 of PRSUs and $384,611 of TRSUs; Mr Shafer – $426,961 of PRSUs and $220,380 of TRSUs; Mr. Rathbun – $136,943 of PRSUs and $23,100 of TRSUs; and Mr. Ramaker – $1,940,806 of PRSUs, of which $1,458,319 resulted from the inclusion of incremental fair value as of the modification date for awards modified under his release agreement related to his retirement, and $569,459 of TRSUs, of which $488,073 resulted from the inclusion of incremental fair value as of the modification date for awards modified under his release agreement related to his retirement. The PRSUs were determined to have a value at the grant date based on management's assessment that it was probable that the PRSUs would vest in 2020 at 1.0x the number of units granted. However, if the highest level of performance conditions with respect to the PRSUs granted in 2017 are satisfied, then the value of the PRSUs, determined as of the grant date would be as follows: Mr. Klaeser – $840,342; Mr. Shafer – $640,466; Mr. Rathbun – $205,440; and Mr. Ramaker – $723,730. (7) This amount represents the grant date fair value, computed in accordance with ASC 718, of the stock options granted for each named executive officer. For a discussion of our valuation assumptions, see Note 17 to our 2017 consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2017. Other than as described in the Grants of Plan-Based Awards table related to modified awards, the per share exercise price of each option award was equal to the market value of our common stock on the date each option was granted. (8) Includes $533,208 of incremental fair value as of the modification date for awards modified as a result of Mr. Ramaker's retirement. (9) For a further description of how the Compensation Committee determined incentive payments awarded in 2017, see the discussion entitled "Elements of Compensation–Annual Cash Incentive Plan" under the Compensation Discussion andAnalysis section of this Proxy Statement. (10) This amount is the positive change in the actuarial present value of the named executive officer’s accumulated benefit under the Corporation’s noncontributory defined benefit pension plan (Pension Plan) and, for Mr. Ramaker only, our Supplemental Pension Plan (Supplemental Plan), as he is the only individual who is a participant in the Supplemental Plan. The discount rates used to calculate the present values of Pension Plan and Supplemental Plan benefits at December 31, 2017 were 3.68% and 3.38%, respectively. In addition, for 2017, for Mr. Ramaker only, includes $25,379 of preferential earnings associated with the lump sum payment under the Supplemental Plan further discussed in the "2017 Nonqualified Deferred Compensation" table. (11) Amounts in this column include the following for 2017: • Mr. Provost : $16,200 of employer contributions to the 401(k) Savings Plan; $1,371 consisting of the taxable portion of employer paid premiums for life insurance; $6,231 of additional stipend to cover other company deductions; $3,738 in car allowances; and $33,654 in company-paid club dues. • Mr. Klaeser : $16,200 of employer contributions to the 401(k) Savings Plan; $1,980 consisting of the taxable portion of employer paid premiums for life insurance; $7,854 in dividend equivalents earned on TRSUs; and $10,620 in company-paid club dues. • Mr. Torgow : $16,200 of employer contributions to the 401(k) Savings Plan; $1,371 consisting of the taxable portion of employer paid premiums for life insurance; $6,231 of additional stipend to cover other company deductions; $3,738 in car allowances; and $4,763 in company-paid club dues. • Mr. Shafer : $16,200 of employer contributions to the 401(k) Savings Plan; $1,290 consisting of the taxable portion of employer paid premiums for life insurance; $4,353 in dividend equivalents earned on TRSUs; $14,400 in car allowances; and $16,732 in company- paid club dues. • Mr. Rathbun : $8,077 of employer contributions to the 401(k) Savings Plan; $690 consisting of the taxable portion of employer paid premiums for life insurance; $4,825 in dividend equivalents earned on TRSUs; $10,800 in car allowances; and $4,985 in company- paid club dues. • Mr. Ramaker : $435,472 in salary continuation payments and a lump sum payment related to his release agreement entered into in connection with his retirement; $22,575, which represents the value of the automobile he received under his release agreement; $5,211 of employer contributions to the 401(k) Savings Plan; $1,295 consisting of the taxable portion of employer paid premiums for life insurance; $5,569 in dividend equivalents earned on TRSUs; $41 in personal use of company car; and $2,498 in company-paid club dues. (12) Mr. Provost, Mr. Shafer and Mr. Torgow joined the Corporation on August 31, 2016 upon completion of the Talmer merger and qualified as named executive officers for the first time in 2017. (13) Mr. Klaeser joined the Corporation on August 31, 2016 upon completion of the Talmer merger and qualified as a named executive officer for the first time in 2016. (14) Mr. Rathbun was named to the executive leadership team during the year ended December 31, 2015 and qualified as a named executive officer for the first time in 2016. 41