EXHIBIT 10.3


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT
AGREEMENT (the “Agreement”) is made by CHEMICAL FINANCIAL CORPORATION, a Michigan corporation (the “Corporation”)
and LORI A. GWIZDALA (“Executive”). The parties agree as follows.


WHEREAS, the Board
of Directors of the Corporation believes that the future services of Executive as provided in this Agreement will be of great value
to the Corporation; and


WHEREAS, the Corporation
owns and operates a wholly owned subsidiary, Chemical Bank (“Bank”), which is engaged in the general business of banking;
and


WHEREAS, the Board
of Directors of the Corporation has determined that it is in the best interests of the Corporation, its shareholders and the Bank
to secure Executive’s continued services and to ensure Executive’s continued dedication and objectivity in the event
of any potential or occurrence of, or negotiation or other action that could lead to, or create the possibility of, a Change in
Control (as hereafter defined) of the Corporation, without concern as to whether Executive might be hindered or distracted by personal
uncertainties and risks created by any such possible Change in Control, and to encourage Executive’s full attention and dedication
to the Corporation and the Bank, the Board of Directors has authorized the Corporation to enter into this Agreement; and


WHEREAS, Executive
is willing to serve in the employ of the Corporation and the Bank on a full-time basis as an at-will employee as provided in this
Agreement.


NOW, THEREFORE,
the parties agree as follows.


1.     Effective Date and Term.
This Agreement will take effect as of the Effective Time of the Corporation’s acquisition of Talmer Bancorp, Inc. (“Talmer”),
as defined in the Agreement and Plan of Merger dated as of January 25, 2016, between Chemical and Talmer (the “Merger Agreement”)
(“Effective Date”). If the merger of the Corporation and Talmer does not close, this Agreement shall be null and void.
The initial term of this Agreement shall be two years, and, at the end of the initial term, the term shall automatically be extended
by another year on each anniversary of the Effective Date unless either party gives the other notice (as provided in Section 15)
of intention to terminate this Agreement at least thirty (30) days before an anniversary of the Effective Date, in which case this
Agreement shall terminate at the end of the then-current term without any further extension; provided, however, that:


(a)      except for termination
as provided above pursuant to notice from Executive to the Corporation, this Agreement will not terminate during an “Active
Change in Control Proposal Period” (as defined in Section 10), even if the Corporation has given Executive notice of intention
to terminate this Agreement;


(b)      except for termination
as provided above pursuant to notice from Executive to the Corporation, upon the occurrence of a “Change in Control”
(as defined in Section 9), the term of this Agreement shall automatically be extended until the second 






    	 		 



     


    

anniversary of the effective
date of the Change in Control, even if the Corporation has given notice of intention to terminate this Agreement; and


(c)      termination of this
Agreement shall not affect the obligations of either party accrued before termination of this Agreement, including Executive’s
obligations under Sections 11, 12 and 13.


2.      Employment. Executive
will serve as: (A) Executive Vice President Special Projects of the Corporation; (the “principal position”); and (B)
in such positions with Affiliates (defined for purposes of this Agreement as any organizations controlling, controlled by or under
common control with the Corporation) as reasonably requested by the Corporation, provided that the duties of such positions are
consistent with Executive’s responsibilities in Executive’s principal position (together, the “Employment”).
As used in this Agreement, the term “Corporation” includes the Bank, unless the context clearly requires otherwise.


Executive will serve
the Corporation and the Bank well and faithfully during the Employment and will devote Executive’s best reasonable full time
business efforts to the Employment, except that Executive may engage in civic and professional activities, service on boards of
directors, and similar activities as long as such activities do not constitute a conflict of interest or impair Executive’s
performance of the duties of the Employment. The Employment may be terminated during the term of this Agreement as provided in
Sections 4 and 5.


3.      Compensation. Executive
will be compensated during the Employment as follows:


(a)     Salary.
Executive’s annual salary (“Salary”) will be $400,000.00, prorated for any partial year, subject to required
payroll deductions and payable in weekly, bi-weekly or semi-monthly installments pursuant to the Corporation’s normal payroll
practices. Such Salary shall be subject to review annually commencing in 2017 and will be subject to adjustment pursuant to the
Corporation’s normal procedures.


(b)     Bonus.
Executive will participate in any bonus programs for senior executives of the Corporation or the Bank, at a level commensurate
with Executive’s principal position. For 2017, Executive’s target bonus will be 60% of Salary based on 20% Corporation
performance goals and 80% individual performance goals. Executive’s actual bonus for 2017 may exceed or fall below 60% of
Salary based on actual performance as compared to target. Such bonus amount and performance goals shall be subject to review annually
commencing in 2018 and will be subject to adjustment pursuant to the Corporation’s normal procedures.


(c)     Equity
Plans. Executive will participate in any stock option or other equity based compensation programs (“Equity Plans”)
offered by the Corporation, at a level commensurate with Executive’s principal position. On or as soon as administratively
feasible after the Effective Time, the Corporation will issue Executive restricted stock units under the Corporation’s Stock
Incentive Plan of 2015 that are equal in value to $1,050,000.00, 100% of which will be Time Restricted Share Units (“TRSUs”)
that will vest 100% on December 31, 2018.









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(d)      Fringe
Benefits. Executive will participate in health and dental, life insurance, short and long term disability insurance, retirement
and other employee fringe benefit programs covering the Corporation’s salaried employees as a group, and in any programs
applicable to senior executives of the Corporation or the Bank. The terms of applicable insurance policies and benefit plans in
effect from time to time will govern with regard to specific issues of coverage and benefit eligibility. All benefit programs are
subject to change from time to time in the Corporation’s discretion, except that Executive will at all times receive the
following specific benefits:


i.              
Thirty (30) days of paid time off per year, to be taken in the year earned, and which may
not be accumulated or carried forward except as permitted by Corporation policy. Such paid time off shall be subject to review
annually commencing in 2017 and Executive’s days of paid time off per year shall be subject to adjustment pursuant to the
Corporation’s normal procedures.


ii.           
Reimbursement of up to $7,200 per year for country club membership dues. Reimbursement is
to be paid according to the Corporation’s standard reimbursement policies and procedures, but not later than March 15 of
the year following the year in which the expense was incurred.


(e)      Business
Expenses. The Corporation will reimburse Executive for reasonable ordinary and necessary business expenses incurred in the
course of the Employment, for fees and expenses of Executive’s attendance in the course of the Employment at banking related
conventions and similar events, for reasonable professional association and seminar expenses, and for any additional expenses authorized
by the Corporation, subject to Executive’s submission of proper documentation for tax and accounting purposes. Reimbursement
under this section and Sections 3(d)(ii)-(iv) will be paid within thirty (30) days after Executive submits documentation as provided
by this Section, provided that payments may not be made after March 15 of the calendar year following the calendar year in which
the expenses were incurred.


4.     Termination
of the Employment Without Severance Pay. Executive shall not be entitled to any further compensation from the Corporation
or any Affiliate after termination of the Employment as permitted by this Section 4, except (A) unpaid Salary installments through
the Employment termination date, (B) any vested benefits accrued as of the date of termination of the Employment under the terms
of any written Corporation or Bank employment, compensation or benefit program; and (C) any rights of Executive to indemnification
under the provisions of the Articles of Incorporation or Bylaws of the Corporation or the Bank or any indemnification agreement
entered into between Executive and the Corporation or any Affiliate (together, the “Vested Rights”).


(a)      Death.
The Employment will terminate automatically upon Executive’s death.






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(b)      Disability.
The Corporation may terminate the Employment due to Executive’s “Permanent Disability”, as defined and provided
for in this Section 4(b). If Executive has been unable by reason of physical or mental disability to properly perform Executive’s
duties hereunder for a period of one hundred eighty (180) days, the Corporation may give Executive notice of its intention to terminate
the Employment due to Permanent Disability. If Executive wishes to contest the existence of termination due to Permanent Disability,
he must give the Corporation notice of Executive’s disagreement within ten (10) days after receipt of the notice from the
Corporation, and he must promptly submit to examination by three physicians who are reasonably acceptable to both Executive and
the Corporation (with consultation from other physicians as determined by those three). If (A) within sixty (60) days after receipt
by Executive of the notice from the Corporation, two of such physicians shall issue their written statement to the effect that
in their opinion, based on their diagnosis, Executive is capable of resuming Executive’s employment and devoting Executive’s
full time and energy to discharging Executive’s duties within sixty (60) days after the date of such statement, and (B) Executive
does in fact within such sixty (60) day period resume the Employment and properly perform Executive’s duties hereunder, then
the Employment shall not be terminated due to Permanent Disability. It is understood that the Corporation has the right to terminate
the Employment due to Executive’s disability without meeting the standards in this Section 4(b), but in that event the termination
shall be deemed to be a termination of the Employment pursuant to Section 5(a).


(c)      Termination
by Corporation for Cause. The Corporation may terminate the Employment for “Cause”, defined as (i) removal by order
of a regulatory agency having jurisdiction over the Corporation or the Bank, (ii) Executive’s conviction of, or plea of no
contest to, a felony, (iii) Executive’s gross misconduct, or (iv) Executive’s willful and repeated failure to perform
Executive’s duties under this Employment Agreement. The Corporation may only terminate the Employment for Cause under (iii)
and (iv) above if the failure has not been cured by Executive within thirty (30) days after the Corporation gives notice thereof
to Executive; it being expressly understood that negligence or bad judgment shall not constitute “Cause” so long as
such act or omission shall be without intent of personal profit and is reasonably believed by Executive to be in or not adverse
to the best interests of the Corporation.


(d)      Discretionary
Termination by Executive. Executive may terminate the Employment at will, with at least thirty (30) days advance notice. If
Executive gives such notice of termination, the Corporation may (but need not) relieve Executive of some or all of Executive’s
offices and responsibilities for part or all of such notice period, provided that Executive’s Salary and benefits are continued
for the lesser of thirty (30) days or the remaining period of the Employment.


(e)      Termination
of Employment after Termination of This Agreement. If Executive continues to be employed by the Corporation or the Bank after
termination of this Agreement as provided in Section 1, Executive’s employment shall be terminable by either party at will
without any Severance Pay.






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5.      Termination With Severance
Pay. Executive shall not be entitled to any further compensation from the Corporation or any Affiliate after termination of
the Employment as permitted by this Section 5, except (A) Vested Rights; and (B) Severance Pay under Section 6 or the Change in
Control Severance under Section 7, whichever is applicable.


(a)      Discretionary
Termination by Corporation. The Corporation may terminate the Employment during the term of this Agreement at will, with at
least thirty (30) days advance notice to Executive. Any termination of Executive’s Employment by the Corporation under Section
4 that is found not to meet the standards of such Section will be considered to have been a termination under this Section 5(a).


(b)     Termination
by Executive for Good Reason. Executive may terminate the Employment during the term of this Agreement for “Good Reason”
if there is a material negative change to the employment relationship between Executive and the Corporation because: (i) Executive
is removed from any of Executive’s principal positions; (ii) the status, authority or responsibility of Executive’s
principal positions is materially diminished; (iii) Executive’s Salary as then in effect is materially reduced without a
corresponding reduction in the salaries of the Corporation and Bank’s other executives, (iv) the Corporation requires Executive
be based in a facility that is more than sixty (60) miles from the facility where Executive is located immediately prior to the
relocation or any substantial increase in the business travel required of Executive; or (v) any material breach by the Corporation
or the Bank, or any successor, of its obligations to Executive under this Agreement.


Executive
may not terminate the employment for “Good Reason” unless:


A.     Executive
notifies the CEO in writing, within 60 days after Executive becomes aware of the act or omission constituting Good Reason,
that the act or omission in question constitutes Good Reason and explaining why Executive considers it to constitute Good Reason;


B.     the Corporation
fails, within 30 days after notice from Executive under A. above, to revoke the action or correct the omission and make Executive
whole; and


C.     Executive
gives notice of termination within 30 days after expiration of the 30-day period under B. above.


6.     Severance
Pay.  The Corporation will pay and provide Executive with the payments and benefit continuation provided in this Section 6
(“Severance Pay”) if Executive’s Employment is terminated during the term of this Agreement as provided in Section
5 in a manner that constitutes a “separation from service” as that term is defined by Section 409A of the Internal
Revenue Code of 1986 (the “Code”) and Executive is not entitled to the Change in Control Severance under Section 7.
If Executive becomes entitled to Severance Pay under this Section 6, and subsequently becomes entitled to the Change in Control
Severance under Section 7, the amount of the lump sum Cash Payment under Section 7(a) shall be reduced by the amount 



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of Severance
Pay already received by Executive under this Section 6, and no further Severance Pay will be payable under this Section 6.


(a)     Amount
and Duration of Severance Pay. Subject to the other provisions of this Section, Severance Pay will consist of:


i.     Severance.
Payment of an amount equal to two times the sum of (A) Executive’s then-current Salary (disregarding any reduction in
Salary that constitutes Good Reason) and (B) the sum of Executive’s cash bonuses under the Corporation’s executive
annual incentive plan for each of the most recent three complete calendar years of Executive’s employment by the Corporation
(or such lesser number of complete calendar years as Executive has been employed by the Corporation) divided by three (or the
lesser number of complete calendar years for which Executive has been employed by the Corporation), payable in equal installments
over one hundred and four (104) weeks following the week in which the Employment terminates (the “Severance Pay Period”)
pursuant to the Corporation’s normal payroll process, subject to required payroll withholding;


ii.     Health
Coverage Payment. The Corporation will pay Executive a lump sum equal to twenty four (24) times the Corporation’s monthly
contribution towards Executive’s then current employee and dependent health, prescription drug and dental coverage elections,
payable in the first payroll occurring on or after the tenth business day after the date Executive’s Employment terminates,
subject to required payroll withholding. If Executive is not enrolled in the Corporation’s health, prescription drug and
dental plans, then the monthly contribution will be based on the Corporation’s contribution towards family coverage for such
plans determined at the time employment terminates. Although the right to payment under this paragraph is based on the Corporation’s
health, prescription drug and/or dental plan at the time employment terminates and is intended to fund payment for health coverage,
the payment is not required to be used for health coverage and Executive may use the payment for any purpose;


iii.     Acceleration
of Vesting. Effective at the time of termination of employment, all unvested stock options and stock previously issued to Executive
as to which rights of ownership are subject to forfeiture shall immediately vest; all risk of forfeiture of the ownership of stock
or stock options and restrictions on the exercise of options shall lapse; and, Executive shall be entitled to exercise any or all
options, such that the underlying shares will be considered outstanding at the time of the termination of employment; and


iv.     Outplacement
Services. The Corporation will provide Executive with executive-level outplacement services through an outplacement services
firm selected by the Company with the Executive’s approval, which shall not be withheld if the firm selected is reputable,
for a period not to exceed twelve (12) months after Executive’s termination date. The timing of outplacement services to
be received shall be determined by the Executive, provided that all costs under 



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this subsection must be incurred, and all applicable
payments to the outplacement firm made, within twelve months following Executive’s termination of employment.


Executive will receive the Severance
Pay provided in Section 6(a) notwithstanding any other earnings that Executive may have, and subject to offset only as provided
in Section 6(c). If Executive dies during the Severance Pay Period, the Severance Pay under Section 6(a) will continue for the
remainder of the Severance Pay Period for the benefit of Executive’s designated beneficiary (or Executive’s estate
if Executive fails to designate a beneficiary).


(b)      Conditions
to Severance Pay. To be eligible for Severance Pay, Executive must meet the following conditions: (i) Executive must comply
with Executive’s obligations under this Agreement that continue after termination of the Employment; (ii) Executive must
promptly sign and continue to honor a release, in form acceptable to the Corporation, of any and all claims arising out of or relating
to Executive’s employment or its termination and that Executive might otherwise have against the Corporation, the Corporation’s
Affiliates, or any of their officers, directors, employees and agents, provided that the release will not waive Executive’s
right to claims or rights related to (A) this Agreement; (B) unpaid salary through the employment termination date; (C) unpaid
expense reimbursements for authorized business expenses incurred before the employment termination date; (D) any Equity Plan benefits;
(E) benefit plans (for example to convert life insurance); (F) any rights under the terms of any qualified retirement plan covering
Executive; and (G) rights of indemnification under the Corporation’s Articles of Incorporation or Bylaws or any indemnification
agreement entered into between Executive and the Corporation or any Affiliate (in addition, the release does not affect Executive’s
right to cooperate in an investigation by the Equal Employment Opportunity Commission), (iii) Executive must resign upon written
request by Corporation from all positions with or representing the Corporation or any Affiliate, including but not limited to,
membership on boards of directors; and (iv) Executive must provide the Corporation for a period of six (6) months after the Employment
termination date with consulting services regarding matters within the scope of Executive’s former duties upon request by
the Corporation’s Chief Executive Officer; provided, however, that Executive will only be required to provide those services
by telephone at Executive’s reasonable convenience and without substantial interference with Executive’s other activities
or commitments.


(c)      Reductions
to Severance Pay. The Severance Pay due to Executive under Section 6(a)(i) for any week will be reduced (but not below zero)
by: (i) any disability benefits to which Executive is entitled for that week under any disability insurance policy or program
of the Corporation or any Affiliate (including but not limited to worker’s disability compensation); (ii) any severance
pay payable to Executive under any other agreement or Corporation policy; (iii) any payment due to Executive under the Federal
Worker Adjustment and Retraining Notification Act or any comparable state statute or local ordinance; and (iv) up to $5,000 of
expenses owed by Executive to the Corporation from debt incurred in the ordinary course of the service relationship.






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(d)     Delay
in Payment to a Specified Employee. Notwithstanding any other timing provision in this Section 6, if, at the time any payment
that is not exempt from Section 409A would commence due to a separation from service, and Executive is a “specified employee”
as that term is defined by Section 409A of the Code, then no such payment under this Agreement may be paid before the date that
is six months after Executive’s separation from service (or, if earlier, the individual’s death). Payments that are
not exempt from Section 409A and that Executive would otherwise have been entitled during those six months will be accumulated
and paid on the first payroll date after six months following Executive’s separation from service (or, if earlier, the individual’s
death). All payments that are exempt from Section 409A, or that would otherwise be made more than six months following Executive’s
separation from service, will be made in accordance with the general timing provisions described above.


7.     Change
in Control Severance. The Corporation will make the payments provided for in this Section 7 if Executive’s Employment
is terminated under Section 5 during the term of this Agreement in a manner that constitutes a “separation from service”
as that term is defined by Section 409A of the Code, and such termination of Employment occurs either (i) within two years
after the date of a Change in Control or (ii) within six months before the date of a Change in Control.


(a)      Amount
and Payment of Cash Payment. The Corporation will make a cash payment (the “Cash Payment”) to Executive in an
amount equal to two times the sum of (A) Executive’s then-current Salary (disregarding any reduction in Salary that constitutes
Good Reason) and (B) the sum of Executive’s cash bonuses under the Corporation’s executive annual incentive plan
for each of the most recent three complete calendar years of Executive’s employment by the Corporation (or such lesser
number of complete calendar years as Executive has been employed by the Corporation) divided by three (or the lesser number of
complete calendar years for which Executive has been employed by the Corporation). The Cash Payment shall be paid to Executive
in a single lump sum in the first payroll occurring on or after the tenth business day after the date Executive’s Employment
terminates. If Executive dies after becoming entitled to the Cash Payment but before it has been paid in full, any remaining Cash
Payments will be made to Executive’s designated beneficiary (or Executive’s estate if Executive fails to designate
a beneficiary).


(b)     Health
Coverage Payment. The Corporation will pay Executive a lump sum equal to twenty four (24) times the Corporation’s monthly
contribution towards Executive’s then current employee and dependent health, prescription drug and dental coverage elections,
payable in the first payroll occurring on or after the tenth business day after the date Executive’s Employment terminates,
subject to required payroll withholding. If Executive is not enrolled in the Corporation’s health, prescription drug and
dental plans, then the monthly contribution will be based on the Corporation’s contribution towards family coverage for
such plans determined at the time employment terminates. Although the right to payment under this paragraph is based on the Corporation’s
health, prescription drug and/or dental plan at the time employment terminates and is intended to fund payment for health coverage,
the payment is not 



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required to be used for health coverage and Executive may use the payment for any purpose.


(c)     Acceleration
of Vesting. Effective at the time of termination of employment, all unvested stock options and stock previously issued to Executive
as to which rights of ownership are subject to forfeiture shall immediately vest; all risk of forfeiture of the ownership of stock
or stock options and restrictions on the exercise of options shall lapse; and, Executive shall be entitled to exercise any or all
options, such that the underlying shares will be considered outstanding at the time of the termination of employment.


(d)     Outplacement
Services. The Corporation will provide Executive with executive-level outplacement services through an outplacement services
firm selected by the Company with the Executive’s approval, which shall not be withheld if the firm selected is reputable,
for a period not to exceed twelve (12) months after Executive’s termination date. The timing of outplacement services to
be received shall be determined by the Executive, provided that all costs under this subsection must be incurred, and all applicable
payments to the outplacement firm made, within twelve months following Executive’s termination of employment.


(e)     Reductions
to Cash Payment. Executive will receive the Cash Payment notwithstanding any other earnings that Executive may have and without
offset of any kind except required payroll deductions.


8.     Parachute Cap. Notwithstanding
anything in this Agreement to the contrary, any payment, benefit, or amount payable or benefit to be provided to Executive, whether
pursuant to this Agreement or otherwise, that is a “Parachute Payment” as defined in Section 280G(b)(2) of the Internal
Revenue Code (the “Code”), will be reduced to the extent necessary so that the benefits payable or to be provided to
Executive under this Agreement that are treated as Parachute Payments as well as any payments or benefits provided outside of this
Agreement that are so treated will not cause the Corporation or any Affiliate to have paid an “Excess Parachute Payment”
as defined in Section 280G(b)(1) of the Code. If it is established that an “Excess Parachute Payment” has occurred
or will occur under this Agreement or otherwise, any remaining Parachute Payments to be made will be reduced to ensure that the
total payments to Executive do not exceed 2.99 times Executive’s “base amount” as defined in Section 280G(b)(3)
of the Code. The lump sum cash severance payment under Section 7(a) will be reduced to comply with this Section 8 only to the extent
necessary to ensure that the total payments to Executive do not exceed 2.99 times Executive’s “base amount” as
defined in Section 280G(b)(3) of the Code.


9.     Definition of Change in
Control. As used in this Agreement, the term “Change in Control” means any of the occurrences listed in (a) below,
subject to (b) below.


(a)      A
Change in Control means the occurrence of a change in the ownership of effective control of the Corporation or a change in the
ownership of a substantial portion of the assets of the Corporation as provided by Treasury Regulation § 1.409A-3(i)(5),
which includes the occurrence of any of the following events:






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(i)     The acquisition,
by a person or persons acting as a group, of stock of the Corporation that together with stock held by such person or group constitutes
more than 50% of the total fair market value or total voting power of the stock of the Corporation.


(ii)     The
majority of members of the Board of Directors of the Corporation are replaced during any twelve month period by directors whose
appointment or election is not endorsed by a majority of the members of the Board of Directors prior to the date of appointment
or election.


(iii)     The
acquisition, by a person or persons acting as a group, of the Corporation’s assets that have a total gross fair market value
equal to or exceeding 50% of the total gross fair market value of the Corporation’s assets in a single transaction or within
a twelve month period ending with the most recent acquisition. For the purpose of this section, gross fair market value means the
value of the assets of the Corporation, or the value of the assets being disposed of, determined without regard to any liabilities
associated with such assets.


The parties agree that the merger
between the Corporation and Talmer pursuant to the Merger Agreement does not constitute a Change in Control under this Agreement
and does not trigger any payments that may otherwise be required by this Section and Executive waives any right to any payment
under this Agreement as a result of that merger.


(b)      Notwithstanding
the foregoing, no trust department or designated fiduciary or other trustee of such trust department of the Corporation or a subsidiary
of the Corporation, or other similar fiduciary capacity of the Corporation with direct voting control of the stock shall be treated
as a person or group within the meaning of subsection (a)(i) hereof. Further, no profit-sharing, employee stock ownership, employee
stock purchase and savings, employee pension, or other employee benefit plan of the Corporation or any of its subsidiaries, and
no trustee of any such plan in its capacity as such trustee, shall be treated as a person or group within the meaning of subsection
(a)(i) hereof.


10.      Definition of “Active
Change in Control Proposal Period”. As used in this Agreement the term “Active Change in Control Proposal Period”
shall mean any period:


(a)      during which the Board
of Directors of the Corporation has authorized solicitation by the Corporation of offers for a transaction which, if consummated,
would constitute a Change in Control; or


(b)      during which the Corporation
has received a proposal for a transaction which, if consummated, would constitute a Change in Control, and the Board of Directors
has not determined to reject such proposal without any counter-offer or further discussions; or


(c)      during
which any proxy solicitation or tender offer with regard to the securities of the Corporation is ongoing, if the intent of such
proxy solicitation or tender 



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offer is to cause the Corporation to solicit offers for or enter into a transaction that would constitute
a Change in Control.


11.     Confidentiality, Return
of Property. Executive has obtained and may obtain confidential information concerning the business, operations, financial
affairs, organizational and personnel matters, policies, procedures and other non-public matters of Corporation and its Affiliates,
and those of third-parties that is not generally disclosed to persons not employed by Corporation or its subsidiaries. Such information
(referred to herein as the “Confidential Information”) may have been or may be provided in written form or orally.
Executive shall not disclose to any other person the Confidential Information at any time during or after termination of the Employment,
except that during the Employment Executive may use and disclose Confidential Information as reasonably required by the Employment.
Upon termination of the Employment, Executive will deliver to the Corporation any and all property owned or leased by the Corporation
or any Affiliate and any and all Confidential Information (in whatever form) including without limitation all customer lists and
information, financial information, business notes, business plans, documents, keys, credit cards and other Corporation-provided
equipment. Executive’s commitments in this Section will continue in effect after termination of the Employment and after
termination of this Agreement. The parties agree that any breach of Executive’s covenants in this Section would cause the
Corporation irreparable harm, and that injunctive relief would be appropriate.


12.     Inventions, Discoveries
and Improvements. Executive hereby agrees to assign and transfer to the Corporation, its successors and assigns, Executive’s
entire right, title and interest in and to any and all inventions, discoveries, trade secrets and improvements thereto which he
may discover to develop, either solely or jointly with others, during Executive’s employment hereunder and for a period of
one year after termination of such employment, which would relate in any way to the business of the Corporation or any Affiliate
of the Corporation, together with all rights to letters patent, copyrights or trademarks which may be granted with respect thereto.
Immediately upon making or developing any invention, discovery, trade secret or improvement thereto, Executive shall notify the
Corporation thereof and shall execute and deliver to the Corporation, without further compensation, such documents as may be necessary
to assign and transfer to the Corporation Executive’s entire right, title and interest in and to such invention, discovery,
trade secret or improvement thereto, and to prepare or prosecute applications for letters patent with respect to the same in the
name of the Corporation. Executive’s obligations under this Section 12 shall continue in effect, as to inventions, discoveries
and improvements covered by this Section 12, notwithstanding any termination of the employment or this Agreement.









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13.      Noncompetition and Nonsolicitation.


(a)     In
view of Executive’s importance to the success of the Corporation, Executive and Corporation agree that the Corporation would
likely suffer significant harm from Executive’s competing with Corporation during the Employment and for some period of time
thereafter. Accordingly, Executive agrees that Executive shall not engage in competitive activities either: (A) while employed
by Corporation; or (B) if Executive’s Employment is terminated during the term of this Agreement, during the Restricted Period
(as defined below). Executive shall be deemed to engage in competitive activities if he shall, without the prior written consent
of the Corporation, (i) in any county in which the Corporation has a branch office, ATM, loan processing center or any other facility,
and all contiguous counties, (including the municipalities therein), render services directly or indirectly, as an employee, officer,
director, consultant, advisor, partner or otherwise, for any organization or enterprise which competes directly or indirectly with
the business of Corporation or any of its Affiliates in providing financial products or services (including, without limitation,
banking, insurance, or securities products or services) to consumers and businesses, or (ii) directly or indirectly acquires any
financial or beneficial interest in (except as provided in the next sentence) any organization which conducts or is otherwise engaged
in a business or enterprise in any county in which the Corporation has a branch office, ATM, loan processing center or any other
facility, and all contiguous counties, (including all municipalities therein) which competes directly or indirectly with the business
of Corporation or any of its Affiliates in providing financial products or services (including, without limitation, banking, insurance
or securities products or services) to consumers and businesses. Notwithstanding the preceding sentence, Executive shall not be
prohibited from owning less than 1 percent of any class of publicly traded securities of a competitor. For purposes of this Section
13 the term “Restricted Period” shall equal twenty four (24) months, commencing as of the date of termination of Executive’s
Employment during the term of this Agreement.


(b)      While
employed by Corporation and during the Restricted Period, Executive agrees that Executive shall not, in any manner directly (i)
solicit by mail, by telephone, by personal meeting, or by any other means, any customer or prospective customer of Corporation
to whom Executive provided services, or for whom Executive transacted business, or whose identity become known to Executive in
connection with Executive’s services to Corporation (including employment with or services to any predecessor or successor
entities), to transact business with a person or an entity other than the Corporation or its Affiliates or reduce or refrain from
doing any business with the Corporation or its Affiliates or (ii) interfere with or damage (or attempt to interfere with or damage)
any relationship between Corporation or any of its Affiliates and any such customer or prospective customer, or any shareholder
of the Corporation. The term “solicit” as used in this Section 13 means any communication of any kind whatsoever, inviting,
encouraging or requesting any person to take or refrain from taking any action with respect to the business of Corporation or any
of its Affiliates.


(c)      While
employed by Corporation and during the Restricted Period, Executive agrees that Executive shall not, in any manner directly solicit
any person who 






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is an employee of Corporation or any of its Affiliates to apply for or accept employment or a business opportunity
with any other person or entity.


(d)      The
parties agree that nothing herein shall be construed to limit or negate the common law of torts or trade secrets where it provides
broader protection than that provided herein.


(e)     If
Executive’s Employment is terminated during the term of this Agreement, Executive’s obligations under this Section
shall survive termination of this Agreement.


14.      Successors; Binding Agreement.


(a)     This
Agreement shall not be terminated by any merger or consolidation of the Corporation whereby the Corporation is or is not the surviving
or resulting corporation or as a result of any transfer of all or substantially all of the assets of the Corporation. In the event
of any such merger, consolidation, or transfer of assets, the provisions of this Agreement shall be binding upon the surviving
or resulting corporation or the person or entity to which such assets are transferred.


(b)     The
Corporation agrees that concurrently with any merger, consolidation or transfer of assets constituting a Change in Control, it
will cause any successor or transferee unconditionally to assume, by written instrument delivered to Executive (or Executive’s
beneficiary or estate), all of the obligations of the Corporation hereunder. Failure of the Corporation to obtain such assumption
prior to the effective date of any Change in Control shall be a material breach of the Corporation’s obligations to Executive
under this Agreement.


(c)     This
Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If Executive shall die while any amounts would be payable to Executive
hereunder had Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to such person or persons appointed in writing by Executive to receive such amounts or, if no person
is so appointed, to Executive’s estate.


15.     Notice. For purposes of this
Agreement, all notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have
been duly given when delivered or received by facsimile transmission or five (5) days after deposit in the United States mail,
certified and return receipt requested, postage prepaid, addressed as follows:


 


	 	If to the Corporation:	Chemical Financial Corporation

Attn:CEO

333 East Main Street, P.O. Box 569

Midland, Michigan 48640
	 	 	 
	




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	 	If to Executive:	Lori A. Gwizdala

    235 East Main Street

    Midland, Michigan 48640


 


Either party may change its address
for notices by notice to the other party.


16.     Amendment and Waiver.
No provisions of this Agreement may be amended, modified, waived or discharged unless the waiver, modification, or discharge is
authorized by the Corporation’s Board of Directors, or a committee of the Board of Directors, and is agreed to in a writing
signed by Executive and by the CEO. No waiver by either party at any time of any breach or non-performance of this Agreement by
the other party shall be deemed a waiver of any prior or subsequent breach or non-performance.


17.      Severability. The
invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision
of this Agreement, which will remain in full force and effect. If a court of competent jurisdiction ever determines that any provision
of this Agreement (including, but not limited to, all or any part of the non-competition covenant in this Agreement) is unenforceable
as written, the parties intend that the provision shall be deemed narrowed or revised in that jurisdiction (as to geographic scope,
duration, or any other matter) to the extent necessary to allow enforcement of the provision. The revision shall thereafter govern
in that jurisdiction, subject only to any allowable appeals of that court decision.


18.     Entire Agreement.
No agreements or representations, oral or otherwise, express or implied, with respect to Executive’s Employment with the
Corporation or any of the subjects covered by this Agreement have been made by either party that are not set forth expressly in
this Agreement, and this Agreement supersedes any pre-existing employment agreements and any other agreements on the subjects covered
by this Agreement; provided, however, except as expressly modified hereby, this Agreement shall not affect Executive’s rights
under any retirement and health and welfare plans in which Executive participates which are maintained by the Corporation or its
Affiliates.


19.      Governing Law. The
validity, interpretation, and construction of this Agreement are to be governed by Michigan laws, without regard to choice of law
rules. The parties agree that any judicial action involving a dispute arising under this Agreement will be filed, heard and decided
in the Midland County Circuit Court. The parties agree that they will subject themselves to the personal jurisdiction and venue
of either court, regardless of where Executive or the Corporation may be located at the time any action may be commenced. The parties
agree that the locations specified above are mutually convenient forums and that each of the parties conducts business in Midland
County.


20.     Section 409A. This
Agreement is intended to be exempt from Section 409A of the Internal Revenue Code partially as an involuntary separation pay plan
as that term is understood under Treasury Regulation § 1.409A-1(b)(9) and partially as providing for short-term deferrals
as that term is understood under Treasury Regulation § 1.409A-1(b)(4) and shall be interpreted and operated consistently with
those intentions. To the extent Section 409A is found to be applicable to this Agreement, this Agreement is to be interpreted to
comply with Section 






    	 	-14-	 



     


    

409A and shall be interpreted and operated consistently with those intentions, including but not limited to,
any applicable six-month delay in payment if Executive is a specified employee of the Corporation.


21.      Counterparts. This
Agreement may be signed in original or by fax in counterparts, each of which shall be deemed an original, and together the counterparts
shall constitute one complete document.


Signature Page to Follow









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The parties made this Agreement effective as of the Effective Date
in Section 1.


 


 


	 	CHEMICAL BANK
	 	 
	 	By	/s/ David B. Ramaker           
	 	 	David B. Ramaker, Chairman, Chief Executive Officer and President


 


	 	Date:	August 31, 2016	 


 


 


 


	 	CHEMICAL FINANCIAL CORPORATION
	 	 
	 	By	/s/ David B. Ramaker            
	 	 	David B. Ramaker, Chairman, Chief Executive Officer and President


 


	 	Date:	August 31, 2016	 


 


 


 


	 	EXECUTIVE
	 	 
	 	By	/s/ Lori A. Gwizdala              
	 	 	Lori A. Gwizdala


 


	 	Date:	August 31, 2016	 


 


 


 


 


[signature page to Employment Agreement]


 


 


 


 


 


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