CHFC 2018 Proxy Statement

period, and any other equity-based awards shall vest in accordance with the terms of the applicable equity-based plan or grant agreement. We will also provide each executive outplacement services for a period not to exceed 12 months. Retirement with Notice With respect to Mr. Klaeser, under his employment agreement, if he provides us with written notice at least 12 months prior to his anticipated retirement date and his retirement date is after December 31, 2019, then all of his unvested awards will vest on the effective date of his retirement. Death With respect to Mr. Shafer, under his employment agreement, in the event of his death, all unvested stock options and outstanding TRSUswill immediately vest, and all PRSUswill remain outstanding subject to their original performance goals, and the restrictions under each such grant shall not lapse until the Compensation Committee has determined that the applicable performance goals have been attained, at which time the restrictions will lapse on the number of units corresponding to the level of the attained performance, as if Mr. Shafer had remained employed by us through the last day of the applicable performance period, and any other equity-based awards shall vest in accordance with the terms of the applicable equity-based plan or grant agreement, and all such equity awards may be exercised by or paid to his estate. Offer Letter and Change in Control Agreement with Mr. Rathbun The following is a description of the severance benefits under our offer letter and change in control agreement with Mr. Rathbun. In general, except as otherwise footnotes in the table below, Mr. Rathbun's offer letter and change in control agreement also govern the treatment of his unvested equity incentive awards upon certain termination events. Termination Without Cause by the Corporation Under the offer letter, if Mr. Rathbun’s employment is terminated without cause by us, he is entitled to receive six months of severance payments. In addition, if we terminate his employment before October 1, 2018 for any reason other than cause (as defined in the offer letter), we will pay him $100,000, which is the value of the retention bonus we would have paid to him on October 1, 2018 had he remained employed on that date. In addition, all of his unvested equity awards will vest on the effective date of his termination; provided that, his unvested PRSUs will remain subject to our attainment of the applicable performance goals. Retirement with Notice Under his offer letter, if Mr. Rathbun provides us with written notice at least 12 months prior to his anticipated retirement date, then all of his unvested equity awards will vest on the effective date his retirement; provided that, his unvested PRSUs will remain subject to our attainment of the applicable performance goals. The following is a description of the severance benefits under our change in control agreement with Mr. Rathbun. Termination Following a Change in Control Our offer letter with Mr. Rathbun provided that we would make certain severance payments to him following a qualifying termination after a change in control, pursuant to the terms of a separate change in control agreement. We entered into this change in control agreement with Mr. Rathbun on February 27, 2018. 54