UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| 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) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Community Bank System, Inc. | |||
| By: | /s/ George J. Getman | ||
| Name: | George J. Getman | ||
| Title: | EVP and General Counsel | ||
| Dated: January 6, 2022 | |||
EXHIBIT INDEX
| Exhibit No. |
Description
| |
| 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) |