cbna8k031908.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
__________________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): March 19, 2009
Community
Bank System, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-13695
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16-1213679
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(State or
other jurisdiction
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(Commission
|
(IRS
Employer
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|
of
incorporation)
|
File
Number)
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Identification
No.)
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| 5790 Widewaters Parkway,
DeWitt, New York |
13214 |
| (Address of
principal executive offices) |
(Zip
Code) |
Registrant’s
telephone number, including area code: (315) 445-2282
(Former
name or former address, if changed since last report)
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
240.13e-4(c))
Item
5.02(e) Compensatory Arrangements of Certain Officers.
On March
18, 2009, the Company and the Company’s subsidiary, Community Bank, N.A.
(“Bank”), entered into an Employment Agreement with Mark E. Tryniski, the
Company’s and the Bank’s President and Chief Executive Officer (the “Employment
Agreement”). The Employment Agreement with Mr. Tryniski supersedes
the prior employment agreement which expired on December 31, 2008 among the
Company, the Bank, and Mr. Tryniski. As described below, the new
Employment Agreement generally continues the format and terms of the prior
agreement and contains amended provisions intended to update the terms and to
comply with the new requirements under Section 409A of the Internal Revenue
Code, as amended.
The
Employment Agreement provides that Mr. Tryniski shall serve as the President and
Chief Executive Officer of the Company and the Bank during the period from
January 1, 2009 to December 31, 2011. Under the terms of the
agreement, the Company shall pay a base salary at an annual rate of at least
$454,000, which will be reviewed and 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 approved by the
Company’s Board of Directors. The Employment Agreement may be
terminated by the Company for cause at any time, and shall terminate upon Mr.
Tryniski’s death or disability. The Employment Agreement provides for
severance pay, in the event of a termination for reasons other than cause,
death, or disability, equal to the greater of (i) 200% of the sum of Mr.
Tryniski’s annual base salary at the time of termination and the most recent
payment to him under the Company’s MIP, or (ii) amounts of base salary and
expected MIP payments payable to Mr. Tryniski through the unexpired term of his
employment. In the event that Mr. Tryniski’s employment is terminated
solely because the Company elects not to renew or extend the Employment
Agreement at the end of its term for reasons other than cause, Mr. Tryniski is
entitled to severance pay equal to 200% of the sum of his then current base
salary plus the most recent payment to him under the MIP. If Mr.
Tryniski’s employment is terminated for reasons other than cause, death, or
disability within two years following a change in control, 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 plus his incentive compensation award for the year immediately
preceding the change in control and continuation of certain benefits for a 36
month period.
The
foregoing description of the Employment Agreement is qualified in its entirety
by the terms of such agreement, a copy of which is attached as an exhibit to
this filing and incorporated herein by reference, and by the terms of Mr.
Tryniski’s current Supplemental Retirement Plan Agreement, a copy of which is
also attached as an exhibit to this filing and incorporated herein by
reference.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits:
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10.1
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Employment
Agreement, dated March 18, 2009, by and among Community Bank System, Inc.,
Community Bank, N.A. and Mark E.
Tryniski.
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10.2
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Supplemental
Retirement Plan Agreement, dated December 30, 2008, by and among Community
Bank System, Inc., Community Bank, N.A. and Mark E.
Tryniski.
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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.
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Community
Bank System, Inc.
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By: /s/ Mark E.
Tryniski
Name: Mark E.
Tryniski
Title: President and Chief
Executive Officer
Dated: March
18, 2009
EXHIBIT
INDEX
Exhibit
No. Description
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10.1
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Employment
Agreement, dated March 18, 2009, by and among Community Bank System, Inc.,
Community Bank, N.A. and Mark E. Tryniski attached
hereto.
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10.2
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Supplemental
Retirement Plan Agreement, dated December 30, 2008, by and among Community
Bank System, Inc., Community Bank, N.A. and Mark E.
Tryniski.
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