CHFC 2018 Proxy Statement

Under the change in control agreement, if within six months before a change in control (as defined in the agreement) or within two years after a change in control, Mr. Rathbun is terminated by us other than for “cause” (as defined in the agreement), disability or death, or if he terminates his employment for “good reason” (as defined in the agreement), he will be entitled to a lump sum payment in the amount of one times the sum of his base salary plus the average of his bonuses under our annual executive incentive plan for each of the three most recently completed calendar years. We will also pay Mr. Rathbun a lump sum payment equal to 12 times his monthly contribution towards his then current employee and dependent health, prescription drug and dental coverage elections. In addition, all equity-based awards previously granted to Mr. Rathbun that remain outstanding on his termination date will be treated as follows: • all unvested stock options will immediately vest, and together with other vested stock options, will remain exercisable for a period of three years from termination; • all outstanding time-based restricted stock units will automatically vest; and • all performance-based restricted stock units will remain outstanding, subject to their original performance goals, and the restrictions will not lapse until such goals have been attained, at which time the restrictions will lapse at the relevant performance level attained, as if Mr. Rathbun had remained employed through the last day of the performance period. We have also agreed to provide Mr. Rathbun executive-level outplacement services for up to 12 months after his termination. The severance payments are conditioned on Mr. Rathbun executing a mutually agreeable release of claims, in substantially the form attached to the agreement. His agreement also requires him to keep corporate information confidential. In addition, he is subject to provisions related to non-competition and non-solicitation of customers and employees for a period of 12-months following termination of his employment. In addition, Mr. Rathbun may receive payments in connection with a termination of employment or change in control under the Pension Plan and the DC Plan, all as described above, with descriptions are here incorporated by reference. General Release Agreement with Mr. Ramaker As discussed above, effective August 8, 2017, Mr. Ramaker retired as our Chief Executive Officer and President. In connection with his retirement, we entered into a General Release Agreement with Mr. Ramaker, as amended, which we refer to as the release agreement, that provides for certain payments and other benefits. The terms of his separation benefits are described above under “Narrative to SummaryCompensationTable andGrants of Plan-BasedAwardsTable – EmploymentAgreement andGeneral Release Agreement with Mr. Ramaker- – General Release Agreement, as Amended,” which description is here incorporated by reference. Potential Post-Employment Payments Due to Mr. Provost, Mr. Klaeser, Mr. Torgow, Mr. Shafer and Mr. Rathbun The following table shows potential post-employment payments due to Mr. Provost, Mr. Klaeser, Mr. Torgow, Mr. Shafer and Mr. Rathbun upon termination from the Corporation for various reasons, including a change in control of the Corporation, assuming that those events occurred on December 31, 2017. 55