EXHIBIT No. 10.5
RETIREMENT AGREEMENT
THIS AGREEMENT is made this 17th day of December, 1999, between ALAN W. OTT
("Mr. Ott") and CHEMICAL FINANCIAL CORPORATION ("Chemical"), and joined in by
its subsidiary, CHEMICAL BANK AND TRUST COMPANY ("Chemical Bank");
WHEREAS, Chemical is a bank holding company and a Michigan corporation; and
WHEREAS, Chemical believes that its ability to conduct its business successfully
is dependent upon retaining key management employees until such time as they
retire; and
WHEREAS, Mr. Ott has been employed in an important management and chief executive
position with Chemical for over 30 years, and the parties desire to continue
to maintain a relationship upon the terms and conditions set forth herein; and
WHEREAS, Mr. Ott has determined to retire from the active management of Chemical,
but has agreed to provide assistance and advice to Chemical and Chemical Bank;
IT IS, THEREFORE, AGREED AS FOLLOWS:
1. Retirement.
Effective the close of business December 31, 1996, Mr. Ott resigned and retired
from his position as President and Chief Executive Officer of Chemical Financial
Corporation and Chief Executive Officer of Chemical Bank. Mr. Ott shall continue
to serve as a Director of Chemical and Chemical Bank and Chairman of the Board
of Directors of Chemical and Chemical Bank, through January 1, 2000 to December
31, 2000, without compensation for Directors' meetings. Mr. Ott may thereafter
continue his service to Chemical for such time and in such role as Chemical
and he deem appropriate.
2. Compensation and Benefits.
Chemical agrees to pay to Mr. Ott an annual compensation of Fifty Thousand Dollars
($50,000.00), commencing on the first day of January, 2000, for a period of
one year or until his death, if earlier. Payments to Mr. Ott will be made on
the first business day of each month during the term of this Agreement.
Mr. Ott shall be provided
group health benefits in accordance with the terms of Chemical's Retiree Medical
and Dental Plan. If at any time Chemical terminates any such insurance plan
for its retirees, Chemical may also terminate such plan for Mr. Ott; if Chemical
substitutes medical and hospitalization insurance plans for its retirees or
provides additional medical or hospitalization insurance coverage for its retirees,
then such substituted and/or additional insurance coverage shall be made available
to Mr. Ott.
3. Covenant Not To Compete.
Mr. Ott agrees that during the period that payments are being made to him hereunder,
he shall not enter into employment or any form of equity ownership of any business
which is competitive with the businesses related to, affiliated with, or managed
by Chemical; provided, however, that the parties agree that this provision will
be limited to a geographic area consisting of a fifty (50) mile radius from
each existing business location of Chemical or any business related to, affiliated
with, or managed by Chemical. In the event the Board of Directors of Chemical
determines that Mr. Ott is in violation of this covenant not to compete, it
shall give written notice to him.
Mr. Ott shall have a period of ninety (90)
days from the date of such notice to cease his competitive activity, and the
payments hereunder shall continue during such period. If the competitive activity
is not terminated within the ninety (90) day period, further payments hereunder shall
cease. In the event of a dispute hereunder, the parties agree to submit their
disagreement to arbitration. Nothing in this Section 3 shall be construed to prevent
Mr. Ott from acquiring or holding, directly or indirectly, securities of any corporation
or other entity the securities of which are listed for trading on any national
or regional securities exchange or quoted on any automated quotation system sponsored
by the National Association of Securities Dealers, Inc. as long as Mr. Ott's total
beneficial ownership in any such corporation or entity does not exceed five percent
(5%) of the total securities outstanding of such corporation or entity.
4. No Assignment. This Agreement
is personal to each party to this Agreement and no party may assign or delegate
any rights or obligations hereunder without first obtaining the written consent
of the others.
5. Modification. This Agreement
supersedes all prior agreements with respect to the matters covered hereby,
and no modification of this Agreement shall be valid unless it is in writing
and signed by Chemical and by Mr. Ott.
6. Construction. This Agreement
shall be governed and construed in accordance with the laws of the State of
Michigan.
7. Headings. The paragraph headings
in this Agreement are for convenient reference only, and shall not modify or
amend the express terms hereof.
8. Successors and Assigns. This
Agreement shall be binding upon, and shall insure to the benefit of, the parties
hereto and their respective heirs, personal representatives, successors and
assigns.
| DATED: December 17, 1999 |
s/ Alan W. Ott
Alan W. Ott |
| |
|
| |
|
| |
CHEMICAL FINANCIAL CORPORATION |
| |
|
| |
|
| DATED: December 17, 1999 |
By s/ Aloysius J. Oliver
Aloysius J. Oliver
Its President & Chief Executive Officer |
| |
|
| |
|
| |
CHEMICAL BANK AND TRUST COMPANY |
| |
|
| |
|
| DATED: December 17, 1999 |
By s/ David B. Ramaker
David B. Ramaker
Its President & Chief Executive Officer |
