EXHIBIT 10(e)
RETIREMENT AGREEMENT
THIS AGREEMENT is made this 31st day of December, 1997, between
XXXX X. XXX ("Xx. Xxx") 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, Xx. Xxx 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, Xx. Xxx 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, Xx. Xxx resigned and retired from his position as President and Chief
Executive Officer of Chemical Financial Corporation and Chief Executive
Officer of Chemical Bank. Xx. Xxx 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, 1998 to December 31, 1998,
without compensation for Directors' meetings. Xx. Xxx 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 Xx.
Xxx an annual salary of Fifty Thousand Dollars ($50,000.00), commencing on
the first day of January, 1998, for a period of one year or until his
death, if earlier. Payments to Xx. Xxx will be made on the last business
day of each month during the term of this Agreement.
Xx. Xxx 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 Xx. Xxx; 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
Xx. Xxx.
3. COVENANT NOT TO COMPETE. Xx. Xxx 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 Xx. Xxx is in violation of this
covenant not to compete, it shall give written notice to him. Xx. Xxx
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 Xx. Xxx 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 Xx. Xxx'x 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 Xx. Xxx.
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 31, 1997 /S/ XXXX X. XXX
Xxxx X. Xxx
CHEMICAL FINANCIAL CORPORATION
DATED: DECEMBER 31, 1997 By /S/ XXXXXXXX X. XXXXXX
Xxxxxxxx X. Xxxxxx
Its PRESIDENT & CHIEF EXECUTIVE
OFFICER
CHEMICAL BANK AND TRUST
COMPANY
DATED: DECEMBER 31, 1997 By /S/ XXXXX X. XXXXXXX
Xxxxx X. Xxxxxxx
Its PRESIDENT
