EXHIBIT 10(e)
RETIREMENT AGREEMENT
THIS AGREEMENT is made this 31st day of December, 1996, between ALAN
W. OTT ("Mr. Ott") and CHEMICAL FINANCIAL CORPORATION ("Chemical"), and joined
in by its subsidiaries, CHEMICAL BANK AND TRUST COMPANY ("Chemical Bank") and
CHEMICAL BANK THUMB AREA ("Thumb Area");
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 during the
transition to a new chief executive;
IT IS, THEREFORE, AGREED AS FOLLOWS:
1. RETIREMENT. Effective the close of business December 31, 1996,
Mr. Ott resigns and retires 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,
Chemical Bank, and Thumb Area and Chairman of the Board of Directors of
Chemical and Chemical Bank, through December 31, 1997, 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 salary of Fifty Thousand Dollars ($50,000.00), commencing on the
first day of January, 1997, for a period of one year or until his death, if
earlier. Payments to Mr. Ott will be made on the last 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 inure to the benefit of, the parties hereto and their respective
heirs, personal representatives, successors and assigns.
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DATED: _________________, 1996 ________________________________________
Alan W. Ott
CHEMICAL FINANCIAL CORPORATION
DATED: _________________, 1996 By______________________________________
Its __________________________________
CHEMICAL BANK AND TRUST
COMPANY
DATED: _________________, 1996 By______________________________________
Its __________________________________
CHEMICAL BANK THUMB AREA
DATED: _________________, 1996 By______________________________________
Its __________________________________
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