CHEMUNG FINANCIAL CORPORATION (NASDAQ:CHMG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective January 1, 2018, the Board of Directors of Chemung Financial Corporation (the “Corporation”) appointed Daniel D. Fariello, 41, as President of the Capital Bank Division of Chemung Canal Trust Company (the “Bank”), with offices in Albany, Saratoga and Schenectady counties of New York State. Prior to becoming President, Mr. Fariello was Senior Vice President, Commercial Loan Manager and Market Executive of the Bank for the Capital Region.
Material components of Mr. Fariello’s annual compensation are as follows: (1) base salary of $190,000; (2) eligible to earn up to a 30% cash bonus of base salary, depending on performance to targets set by the Board of Directors; (3) eligible to earn up to a 30% restricted stock bonus of base salary, depending on performance to targets set by the Board of Directors; (4) club memberships in Albany, New York; (5) an annual car allowance; (6) certain health, life, and disability insurance benefits, on the same terms as other employees of the Bank; (7) eligibility to participate in the Bank’s 401(k) Plan, on the same terms as other employees of the Bank; and (8) eligibility to participate in the Bank’s defined contribution supplemental employee retirement plan with annual contributions of 20% of base salary.
The Bank and Mr. Fariello also executed a Change of Control Agreement (the “Agreement”). The Agreement provides that if, during the 12 month period after the occurrence of a Change of Control, as defined in the Agreement: i) Mr. Fariello’s employment is terminated by the Bank without Cause (also as defined in the Agreement); or ii) Mr. Fariello terminates his employment with the Bank for any reason, the Bank shall pay to Mr. Fariello, in addition to any other compensation or benefits due to him, an amount equal to 2.00 times the highest annual compensation (salary and bonuses) paid by the Bank to Mr. Fariello for any of the two (2) calendar years ending with the year in which his employment is terminated. The severance payments would be paid in equal monthly installments for the 24 months immediately following the effective date of the termination of Mr. Fariello’s employment. The Agreement provides further that it is subject to all applicable laws and regulations and that the amount payable to Mr. Fariello is subject to reduction to the extent necessary to ensure that such payment is not an “excess parachute payment” as defined in Section 280-g of the Internal Revenue Code.
The Agreement is furnished as Exhibit 10.1 to this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | |
| 10.1 | Daniel D. Fariello Change of Control Agreement |
| 99.1 | Press Release of Chemung Canal Trust Company dated January 8, 2018 |
CHEMUNG FINANCIAL CORP ExhibitEX-10.1 2 exh_101.htm DANIEL D. FARIELLO CHANGE OF CONTROL AGREEMENT EdgarFiling EXHIBIT 10.1 CHANGE OF CONTROL AGREEMENT This Change of Control Agreement (“Agreement”) is hereby entered into on this 3rd day of January 2018,…To view the full exhibit click here
About CHEMUNG FINANCIAL CORPORATION (NASDAQ:CHMG)
Chemung Financial Corporation is a bank holding company. The Company, through its subsidiaries, Chemung Canal Trust Company (the Bank) and CFS Group, Inc. (CFS), provides a range of banking, financing, fiduciary and other financial services to its clients. The Company manages its operations through two segments: core banking and Wealth Management Group (WMG). The core banking segment receives deposits from the general public and uses such funds to originate consumer, commercial, commercial real estate and residential mortgage loans, mainly in its local markets and to invest in securities. The WMG services segment provides trust and investment advisory services to clients. The Company’s financial services include demand, savings and time deposits, commercial, residential and consumer loans, interest rate swaps, letters of credit, wealth management services, employee benefit plans, insurance products, mutual funds and brokerage services.
