form8k2010donahue.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): January 29, 2010
Community
Bank System, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
001-13695 |
16-1213679 |
| (State or
other jurisdiction of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
| 5790 Widewaters Parkway,
DeWitt, New York |
13214 |
| (Address of
principal executive offices) |
(Zip
Code) |
Registrant’s
telephone number, including area code: (315) 445-2282
Not
Applicable
(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 (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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
January 29, 2010, Community Bank System, Inc. (“Company”) and the Company’s
subsidiary, Community Bank, N.A. (“Bank”), entered into an Employment Agreement
with Brian D. Donahue, as the Bank’s Executive Vice President and Chief Banking
Officer (the “Agreement”). The Agreement supersedes the expired
employment agreement, effective August 1, 2004, as amended December 31, 2008,
among the Company, the Bank, and Mr. Donahue. The new agreement
generally continues the format and terms of the prior agreement.
The
Agreement provides that Mr. Donahue shall serve as the Executive Vice President
and Chief Banking Officer of the Company and the Bank during the period from
January 1, 2010 to December 31, 2012. The Company shall pay a base
salary at an annual rate of $263,000, which will be
reviewed and adjusted in future years in accordance with the Company’s regular
payroll practices for executive employees. Mr. Donahue will be
eligible to receive annual incentive compensation under the terms of the
Company’s Management Incentive Plan (“MIP”). The Agreement may be
terminated by the Company for cause at any time, and shall terminate upon Mr.
Donahue’s death or disability. In the event that the Company
terminates Mr. Donahue without cause, he shall be entitled to the greater of (i)
the sum of his annual base salary at the time of termination and the most recent
payment to him under the MIP, or (ii) amounts of base salary and expected MIP
payments payable to Mr. Donahue through the unexpired term of his
employment. In the event that Mr. Donahue’s employment is terminated
solely because the Company elects not to renew or extend the Agreement at the
end of its term for reasons other than cause, Mr. Donahue is entitled to
severance pay equal to 175% of the sum of his then current base salary plus the
most recent payment to him under the MIP. If Mr. Donahue’s employment
is terminated for reasons other than cause, death, or disability within two
years following a change in control, or if Mr. Donahue resigns during this
period based upon an involuntary and material adverse change in his authority,
duties, responsibilities, base compensation, or the geographic
location of his office, the Company will pay him an amount equal to three times
his then current base salary plus his annual bonus for the year immediately
preceding the change in control, will provide fringe benefits for a 36 month
period, will permit him to dispose of any restricted stock previously granted to
him, and his stock options will become fully exercisable.
The
foregoing description of the 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.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits:
|
|
10.1
|
Employment
Agreement, dated January 29, 2010, by and among Community Bank System,
Inc., Community Bank, N.A. and Brian D.
Donahue.
|
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/
Mark E. Tryniski |
| |
Name: Mark
E. Tryniski |
| |
Title: President
and Chief Executive Officer |
Dated: February
2, 2010
EXHIBIT
INDEX
|
|
10.1
|
Employment
Agreement, dated January 29, 2010, by and among Community Bank System,
Inc., Community Bank, N.A. and Brian D.
Donahue.
|