Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) On January 5, 2022, Community Bank System, Inc. (the "Company") and its
subsidiary, Community Bank, N.A. (the "Bank"), entered into a renewal employment
agreement with Joseph F. Serbun.
Mr. Serbun'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, 2021. The Employment Agreement provides that Mr. Serbun
shall serve as the President, Retail Banking of the Company and the Bank during
the period from January 1, 2022 to December 31, 2024. During the term of the
Agreement, the Company shall pay a base salary at an annual rate of $420,240,
which will be reviewed and may be adjusted in future years in accordance with
the Company's regular payroll practices for executive employees. Mr. Serbun 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. Serbun's death or disability. In the event Mr. Serbun
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. Serbun through the unexpired term of
the agreement. If Mr. Serbun'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. Serbun 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 the payment of the cash
equivalent of certain benefits for a 30 month period. Mr. Serbun 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 description of Mr. Serbun's Employment Agreement does not purport
to be complete and are qualified in its entirety by reference to the copy of the
Employment Agreement, attached hereto as Exhibit 10.1, and incorporated by
reference.
Item 8.01 Other Events
(a) Effective January 1, 2022, the Company's Board of Directors (the
"Board") appointed Eric E. Stickels as Chair of the Board. Mr. Stickels has
served as a director of the Company since 2015 and has over 35 years of
experience in the banking industry. He has served as the Chair of the Board's
Trust and Financial Services Committee and as a member of the Risk, Strategic/
Executive, and Audit Committees. Mr. Stickels brings significant banking and
financial services experience to the Board having previously served as the
President of Oneida Financial Corporation and its subsidiaries, Oneida Savings
Bank, The State Bank of Chittenango, and Oneida Wealth Management, Inc. In
keeping with the Company's policy to refresh the Board's leadership positions,
Mr. Stickels succeeds Sally A. Steele who has served as Chair of the Board since
2017. Ms. Steele has been appointed to serve as the Board's Lead Director.
(b) At its December meeting, the Board approved a stock repurchase program
authorizing the repurchase, at the discretion of senior management, of up to
2,697,000 shares of the Company's common stock during a twelve-month period
starting January 1, 2022. 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, 2021.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Employment Agreement, dated January 5, 2022, by and among Community
Bank System, Inc., Community Bank, N.A., and Joseph F. Serbun
104 Cover Page Interactive Data File (embedded in the cover page
formatted in Inline XBRL)
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