EXHIBIT 10.5
RETIREMENT AGREEMENT
THIS AGREEMENT is made this 16th day of November, 1998, 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 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 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, 1999 to December 31, 1999,
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, 1999, 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) miles
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 that 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
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.
DATED: December 9, 1998 /S/ ALAN W. OTT
Alan W. Ott
CHEMICAL FINANCIAL CORPORATION
DATED: December 9, 1998 /S/ ALOYSIUS J. OLIVER
Aloysius J. Oliver
Its President & Chief Executive Officer
CHEMICAL BANK AND TRUST COMPANY
DATED: December 9, 1998 /S/ DAVID B. RAMAKER
David B. Ramaker
Its President & Chief Executive Officer