UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
June 29, 2023 (
(Exact name of registrant as specified in its charter)
(State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
of incorporation) | Identification No.) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class | Trading symbol | Name of exchange on which registered | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.16e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2). Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On June 26, 2023, Chemung Canal Trust Company (the “Bank”), the wholly owned subsidiary of Chemung Financial Corporation (the “Corporation”), entered into a Post-Employment Consulting Agreement (the “Agreement”) with Karl F. Krebs (the “Consultant”), whose retirement as Chief Financial Officer and Treasurer of the Corporation, and Executive Vice President, Chief Financial Officer and Treasurer of the Bank will become effective as of July 1, 2023. The term of the Agreement will begin on July 1, 2023, and automatically end as of September 30, 2023, unless terminated earlier by mutual agreement of the parties, or upon the Consultant’s death, disability, or termination for cause. During the term of the Agreement, the Consultant will assist with the transition of the successor Chief Financial Officer of the Corporation and the Bank, continue to review all monthly financial reports, finance related materials for board meetings and regulatory filings, and perform other specialized projects assigned by the Chief Executive Officer, provided that the expected level of consulting services provided under the Agreement will not exceed fifteen (15) hours per week. The Bank will pay a consulting fee of $15,000 per month, for a total fee of $45,000 under the Agreement. During the term of the Agreement, the Consultant will not compete with or solicit employees or customers of the Bank.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Post-Employment Consulting Agreement attached hereto as Exhibit 10.1 of this Current Report on Form 8-K and incorporated by reference.
Item 9.01 | Financial Statements and Exhibits |
(d) | Exhibits |
Exhibit No.
10.1 | Post-Employment Consulting Agreement by and between Chemung Canal Trust Company and Karl Krebs, dated June 26, 2023 |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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, thereunto duly authorized.
CHEMUNG FINANCIAL CORPORATION | |
June 29, 2023 | By: |
/s/ Karl F. Krebs | |
Karl F. Krebs | |
Chief Financial Officer and Treasurer |
Exhibit 10.1
POST-EMPLOYMENT CONSULTING AGREEMENT
This Agreement is made this 26th day of June 2023 (the “Effective Date”) by and between CHEMUNG CANAL TRUST COMPANY (the “Bank”), a New York trust company with its principal office at One Chemung Canal Plaza, Elmira, New York 14901 and Karl F. Krebs (the “Consultant”) residing at 13803 Tributary Court, Davidson, North Carolina 20836.
WHEREAS the Bank desires continued access to the Consultant’s unique services and knowledge during a reasonable transition following the Consultant’s retirement as Chief Financial Officer of the Bank.
THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Consulting Services. The Consultant will serve as an advisor and mentor to his successor Chief Financial Officer. The Consultant will provide continuing strategic, process, and tactical support and advice to his successor, the Chief Financial Officer, and the executive management team, as needed. The Consultant will review all monthly financials, finance related board materials, regulatory and SEC filings during the Term. The Chief Executive Officer may assign other specialized projects to the Consultant as required (collectively, the “Consulting Services”). The Consultant shall report to the Chief Executive Officer.
2. Availability. The Consultant shall generally be available by phone or email and, as needed provided he receives reasonable notice, during normal business hours by either phone, email, or virtually (i.e., via Microsoft Teams), provided, further, that the expected level of services shall not exceed fifteen (15) hours per week. Upon request, the Consultant agrees to travel to Elmira, NY, for a period of two (2) days, once per month during the Term, and the Bank will reimburse the Consultant for such reasonable and necessary travel expenses. In addition, the Bank shall provide the Consultant with the tools necessary to perform consulting services remotely including a laptop, VPN access, iPad, and cellphone and shall provide any systems access or permissions necessary for the performance of the Consulting Services.
3. Term of Agreement. The term of this Agreement shall begin on July 1, 2023 and shall continue for three (3) months, ending on September 30, 2023, or an earlier date as mutually agreed to by the parties (the “Term”).
4. Compensation. During the Term, as compensation for all services rendered by the Consultant under this Agreement, the Consultant shall receive consulting fees of fifteen thousand dollars ($15,000) per month, payable in monthly installments during the Term, for a total consulting fee of forty-five thousand dollars ($45,000).
5. Termination. Notwithstanding the Term of Agreement specified above, this Agreement shall terminate under any of the following circumstances: (a) in the event the Consultant dies, this Agreement shall terminate immediately; (b) if the Consultant is disabled (as determined by the Board of Directors of the Bank, under the Bank’s independent disability insurance provider, or by the Social Security Administration) so as to be unable to perform the services under this Agreement, either the Bank or the Consultant may by written notice terminate the consulting relationship as of the last day of the calendar month during which such notice is given; (c) the parties may terminate this Agreement by mutual written agreement; or (d) the Bank terminates the Consultant’s services for cause as determined consistent with the Bank’s current programs and policies.
6. Non-Competition. The Consultant acknowledges and agrees that during the Term of the Agreement he will not render executive, managerial, market research, advice or consulting services, either directly or indirectly, to any business engaged in or about to be engaged in the banking industry which is active in any county where the Bank has a location or office. Further, the Consultant will not solicit either the employees of the Bank or any customers of the Bank or potential customers who have been in contact with the Bank prior to the Effective Date of this Agreement.
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7. Confidential Information or Materials. During the Term of the Agreement, the Consultant will have access to the Bank’s confidential and proprietary information, including but not limited to: (i) information and strategy relating to the Bank’s products and services including customer lists and files, product description and pricing, information and strategy regarding profits, costs, marketing, purchasing, sales, customers, contract terms, employees, salaries; product development plans; and (ii) business acquisition and financial plans and forecasts and marketing and sales plans and forecasts (collectively called “Bank Confidential Information”). The Consultant will not, during the Term of the Agreement or thereafter, directly or indirectly disclose to any other person or entity, or use for the Consultant’s own benefit or the benefit of others besides the Bank, any Bank Confidential Information. Upon termination of this Agreement, the Consultant agrees to promptly return all Bank Confidential Information.
8. Independent Contractor Status. The Consultant is an independent contractor providing services to the Bank and is not an agent or employee of the Bank. Consultant will not be eligible for any employee benefit programs the Bank sponsors for the benefit of its employees.
9. No Authority to Bind Bank. The Consultant shall not have any authority to commit or bind the Bank to any contractual or financial obligations without the Bank’s prior written consent.
10. No Assignment. This is a personal services agreement and the Consultant may not assign this Agreement, or any interest herein, without the prior written consent of the Bank.
11. Entire Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter of this Agreement and supersedes any prior written or oral agreement with respect to the Consultant’s engagement by the Bank.
12. Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
13. Tax Withholding: Indemnification. By reason of the Consultant’s relationship with the Bank as an independent contractor, all sums required to be paid by the Bank to the Consultant shall be paid in full, without reduction for any withholding taxes, employers’ taxes, social security taxes, payments or contributions, and similar employer withholdings, deductions and payments. The Consultant acknowledges and agrees that the Consultant shall be solely responsible for making all such filings and payments and shall indemnify and hold harmless the Bank for any liability, claim, expense or other cost incurred by the Bank arising out of or related to the obligations of the Consultant pursuant to this provision.
14. Modification. This Agreement may be modified only by mutual written consent signed by both parties.
15. Section 409A Compliance. The provisions of this Agreement are intended and shall be interpreted and administered so as not to result in the imposition of additional tax or interest under Section 409A of the Internal Revenue Code where applicable. Any reimbursement of expenses or taxes shall occur no later than the end of the calendar year following the calendar year in which the expense or tax is incurred (or such earlier date as applies under the Bank’s business expense reimbursement policy).
16. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth hereof.
CONSULTANT | CHEMUNG CANAL TRUST COMPANY | ||
/s/ Karl F. Krebs | /s/ Anders M. Tomson | ||
KARL F. KREBS |
ANDERS M. TOMSON President and Chief Executive Officer |
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Cover |
Jun. 26, 2023 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Jun. 26, 2023 |
Entity File Number | 001-35741 |
Entity Registrant Name | CHEMUNG FINANCIAL CORPORATION |
Entity Central Index Key | 0000763563 |
Entity Tax Identification Number | 16-1237038 |
Entity Incorporation, State or Country Code | NY |
Entity Address, Address Line One | One Chemung Canal Plaza |
Entity Address, City or Town | Elmira |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 14901 |
City Area Code | (607) |
Local Phone Number | 737-3711 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common stock, par value $0.01 per share |
Trading Symbol | CHMG |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
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