Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) On December 31, 2019, Community Bank System, Inc. (the "Company") and its
subsidiary, Community Bank, N.A. (the "Bank") entered into renewal employment
agreements with Scott Kingsley, the Company's and the Bank's Executive Vice
President and Chief Operating Officer, and George J. Getman, the Company's and
the Bank's Executive Vice President and General Counsel.
Mr. Kingsley's Employment Agreement was renewed for another three-year term on
substantially similar terms as his prior three-year employment agreement which
expired on December 31, 2019. The Employment Agreement provides that Mr.
Kingsley shall continue to serve as the Executive Vice President and Chief
Operating Officer of the Company and the Bank during the period from January 1,
2020 to December 31, 2022. During the term of the Agreement, the Company shall
pay a base salary at an annual rate of $633,500, which will be reviewed and may
be adjusted in future years in accordance with the Company's regular payroll
practices for executive employees. Mr. Kingsley will be eligible to receive
annual incentive compensation under the terms of the Company's Management
Incentive Plan ("MIP") as determined by the Compensation Committee of the Board.
The Employment Agreement may be terminated by the Company for cause at any time,
and shall terminate upon Mr. Kingsley's death or disability. In the event Mr.
Kingsley is terminated without cause or terminates his employment for good
reason, he will be entitled to the greater of (i) 200 percent of the sum of his
annual base salary at the time of termination and the most recent payment to him
under the Company's MIP, or (ii) the amount of base salary and expected MIP
payments that otherwise would have been payable to Mr. Kingsley through the
unexpired term of the agreement. If Mr. Kingsley's employment is terminated upon
or within two years following a change in control of the Company that occurs
during the term of the Employment Agreement for reasons other than cause, death,
or disability, or if Mr. Kingsley voluntarily resigns during this period based
upon an involuntary and material adverse change in his authority, duties,
responsibilities, base salary, or the geographic location of his assignment, he
shall be entitled to three times his base salary and his incentive compensation
award for the year immediately preceding the change in control and continuation
of certain benefits for a 36 month period. Mr. Kingsley is subject to
non-compete provisions which restrict his ability to engage in competing
business activities for one year following termination of employment or to
solicit customers of the Company or Bank for two years following termination of
employment.
Mr. Getman's Employment Agreement was renewed for another three-year term on
substantially similar terms as his prior three-year employment agreement which
expired on December 31, 2019. The Employment Agreement provides that Mr. Getman
shall continue to serve as the Executive Vice President and General Counsel of
the Company and the Bank during the period from January 1, 2020 to December 31,
2022. During the term of the Agreement, the Company shall pay a base salary at
an annual rate of $432,800, which will be reviewed and may be adjusted in future
years in accordance with the Company's regular payroll practices for executive
employees. Mr. Getman will be eligible to receive annual incentive compensation
under the terms of the Company's MIP as determined by the Compensation Committee
of the Board. The Employment Agreement may be terminated by the Company for
cause at any time, and shall terminate upon Mr. Getman's death or disability. In
the event Mr. Getman is terminated without cause or terminates his employment
for good reason, he will be entitled to the greater of (i) 175 percent of the
sum of his annual base salary at the time of termination and the most recent
payment to him under the Company's MIP, or (ii) the amount of base salary and
expected MIP payments that otherwise would have been payable to Mr. Getman
through the unexpired term of the agreement. If Mr. Getman's employment is
terminated upon or within two years following a change in control of the Company
that occurs during the term of the Employment Agreement for reasons other than
cause, death, or disability, or if Mr. Getman voluntarily resigns during this
period based upon an involuntary and material adverse change in his authority,
duties, responsibilities, base salary, or the geographic location of his
assignment, he shall be entitled to three times his base salary and his
incentive compensation award for the year immediately preceding the change in
control and continuation of certain benefits for a 36 month period. Mr.Getman is
subject to non-compete provisions which restrict his ability to engage in
competing business activities for one year following termination of employment
or to solicit customers of the Company or Bank for two years following
termination of employment.
The foregoing descriptions of Messrs. Kingsley's and Getman's Employment
Agreements do not purport to be complete and are qualified in their entirety by
reference to the copies of the Employment Agreements, attached hereto as Exhibit
10.1 and 10.2, respectively, and incorporated by reference.
Item 8.01 Other Events
At its December meeting, the Board of Directors of the Company approved a stock
repurchase program authorizing the repurchase, at the discretion of senior
management, of up to 2,600,000 shares of the Company's common stock during a
twelve-month period starting January 1, 2020. Such repurchases may be made at
the discretion of senior management depending on market conditions and other
relevant factors and will be acquired through open market or privately
negotiated transactions as permitted under Rule 10b-18 of the Securities
Exchange Act of 1934 and other applicable regulatory and legal requirements. The
new repurchase authorization replaced the existing program which expired on
December 31, 2019.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Employment Agreement, dated December 31, 2019, by and among Community
Bank System, Inc., Community Bank, N.A. and Scott A. Kingsley.
10.2 Employment Agreement, dated December 31, 2019, by and among Community
Bank System, Inc., Community Bank, N.A. and George J. Getman.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document.
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