Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On December 31, 2020, Michael R. Kallet, a member of the Board of
Directors (the "Board") of Community Bank System, Inc. (the "Company"), retired
from the Board in accordance with the Company's mandatory retirement policy for
directors. Pursuant to the Company's Bylaws, a director is required to retire
from the Board on December 31st of the year in which he or she attains the age
of 70. Mr. Kallet has served as a director of the Company and its subsidiary,
Community Bank, N.A. (the "Bank"), since 2015.
(e) On January 4, 2021, the Company and the Bank entered into renewal
employment agreements with Mark E. Tryniski, the Company's and the Bank's
President and Chief Executive Officer, and Joseph E. Sutaris, the Company's and
the Bank's Executive Vice President and Chief Financial Officer.
Mr. Tryniski'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, 2020. The Employment Agreement provides that Mr.
Tryniski shall continue to serve as the President and Chief Executive Officer of
the Company and the Bank during the period from January 1, 2021 to December 31,
2023. During the term of the Agreement, the Company shall pay a base salary at
an annual rate of $861,492, which will be reviewed and may be adjusted in future
years in accordance with the Company's regular payroll practices for executive
employees. Mr. Tryniski 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. Tryniski's death or disability. In the event Mr. Tryniski 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. Tryniski through the unexpired term of
the agreement. If Mr. Tryniski'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. Tryniski 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. Tryniski 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. Sutaris' 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, 2020. The Employment Agreement provides that Mr. Sutaris
shall continue to serve as the Executive Vice President and Chief Financial
Officer of the Company and the Bank during the period from January 1, 2021 to
December 31, 2023. During the term of the Agreement, the Company shall pay a
base salary at an annual rate of $408,000, which will be reviewed and may be
adjusted in future years in accordance with the Company's regular payroll
practices for executive employees. Mr. Sutaris 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.
Sutaris' death or disability. In the event Mr. Sutaris 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. Sutaris through the unexpired term of the agreement. If Mr.
Sutaris' 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. Sutaris
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. Sutaris 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. Tryniski's and Sutaris' 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 2,680,000 shares of the Company's common stock during a
twelve-month period starting January 1, 2021. 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, 2020.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Employment Agreement, dated January 4, 2021, by and among Community
Bank System, Inc., Community Bank, N.A. and Mark E. Tryniski.
10.2 Employment Agreement, dated January 4, 2021, by and among Community
Bank System, Inc., Community Bank, N.A. and Joseph E. Sutaris
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