CHFC 2018 Proxy Statement

(5) Represents the award of TRSUs granted in 2017 under the Stock Incentive Plan of 2015. With respect to Mr. Klaeser, 1,523 units will vest on August 31, 2019 and 2,284 units will vest August 31, 2021. With respect to Mr. Shafer, all of his units cliff vest on August 31, 2021. Any vested units will convert to shares of our common stock on a one-for-one basis. TRSUs that do not vest will be forfeited. (6) Represents the award of PRSUs granted in 2017 under the Stock Incentive Plan of 2015, with a performance period that ends on December 31, 2019. Except with respect to Mr. Ramaker as described in footnote 12 below, the vesting is subject to the achievement of pre-established performance targets and the officer’s continued service through the vesting date. See “Elements of Compensation-Long-Term Equity Compensation–February 21, 2017 Equity Awards to All Named Executive Officers” of the Compensation Discussion and Analysis of this Proxy Statement for a description of the terms of this award. Any PRSUs that vest will be converted to shares of our common stock on a one-for-one basis. PRSUs that do not vest will be forfeited. (7) Represents the award of TRSUs granted in 2017 under the Stock Incentive Plan of 2015, which, except with respect to Mr. Ramaker as described in footnote 12 below, cliff vest five years after the February 21, 2017 grant date. Any vested units will convert to shares of our common stock on a one-for-one basis. TRSUs that do not vest will be forfeited. (8) Represents the award of stock options granted in 2017 under the Stock Incentive Plan of 2015. (9) Represents the award of PRSUs granted in 2017 under the Stock Incentive Plan of 2017, with a performance period beginning July 1, 2017 that ends on December 31, 2019. The vesting is subject to the achievement of pre-established performance targets and the officer’s continued service through the vesting date. See “Elements of Compensation-Long-Term Equity Compensation–August 9, 2017 EquityAwards to Mr. Shafer” of the Compensation Discussion and Analysis of this Proxy Statement for a description of the terms of this award. Any PRSUs that vest will be converted to shares of our common stock on a one-for-one basis. PRSUs that do not vest will be forfeited. (10) Represents the award of TRSUs granted in 2017 under the Stock Incentive Plan of 2017, which cliff vest five years after the August 9, 2017 grant date.Any vested units will be converted to shares of our common stock on a one-for-one basis. TRSUs that do not vest will be forfeited. (11) Represents the award of stock options granted in 2017 under the Stock Incentive Plan of 2017. (12) Mr. Ramaker retired in August 2017. Under his release agreement related to his retirement, we agreed to: • continue to vest his PRSUs granted on February 21, 2017, even though he will not meet the service requirements; • fully vest his TRSUs granted on February 21, 2017; and • fully vest his stock options granted on February 21, 2017. Because of these modifications, for accounting purposes, each of these February 21, 2017 awards were deemed to be re-issued on August 9, 2017, as are also included in this table as granted on August 9, 2017. Accordingly, the awards issued on February 21, 2017 will be forfeited and no value will be received by Mr. Ramaker for these awards. (13) As described in footnote 12 above, because we agreed to modify Mr. Ramaker’s February 21, 2017 awards under his release agreement, this amount represents the incremental fair value as of the August 9, 2017 modification date , computed in accordance with FASB ASC Topic 718, and with respect to the TRSUs includes corresponding dividend equivalent units earned since the original February 21, 2017 grant date. (14) Under Mr. Ramaker’s release agreement related to his retirement, we agreed to continue to vest his PRSUs granted in 2015 under the Stock Incentive Plan of 2012, even though he will not meet the service requirements, and continue to vest his PRSUs granted in 2016 under the Stock Incentive Plan of 2015, even though he will not meet the service requirements. Because of these modifications, for accounting purposes, each of these awards were deemed to be re-issued on August 9, 2017. This amount represents the incremental fair value as of the August 9, 2017 modification date of the 2016 and 2015 awards, computed in accordance with FASB ASC Topic 718. (15) Under Mr. Ramaker’s release agreement related to his retirement, we agreed to fully-vest his TRSUs granted in 2013, 2014 and 2015 under the Stock Incentive Plan of 2012, and his TRSUs granted in 2016 under the Stock Incentive Plan of 2015. Because of these modifications, for accounting purposes, each of these awards were deemed to be re-issued on August 9, 2017. This amount represents the incremental fair value as of the August 9, 2017 modification date of the 2013, 2014, 2015 and 2016 TRSU awards, computed in accordance with FASB ASC Topic 718, including corresponding dividend equivalent units earned since the original grant dates. (16) Under Mr. Ramaker’s release agreement related to his retirement, we agreed to fully vest his stock options granted in 2016. Because of the modification, for accounting purposes, the 2016 award was deemed to be re-issued on August 9, 2017, at the original exercise price. This amount represents the incremental fair value as of the August 9, 2017 modification date of the 2016 award, computed in accordance with FASB ASC Topic 718. 43