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 Officers

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 Officers
ITEM 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers
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(e) On December 19, 2018, Chemung Canal Trust Company (the “Bank”), the wholly-owned subsidiary of Chemung Financial Corporation (the “Company”), entered into amended and restated change in control agreements with each of (1) Anders M. Tomson, President and Chief Executive Officer of the Bank; (2) Karl F. Krebs, Executive Vice President, Chief Financial Officer and Treasurer of the Bank; (3) Louis C. DiFabio, Executive Vice President of the Bank; (4) Karen R. Makowski, Executive Vice President and Chief Risk Officer of the Bank; and (5) Thomas W. Wirth, Executive Vice President of the Bank (collectively, the “Executive Officers”). The agreements supersede and replace the prior change in control agreements with each of the Executive Officers, and the material changes were to: (i) modify the qualifying termination event that triggers a severance payment following a change in control so that the agreements each have a double trigger change in control provision instead of a modified single trigger change in control provision; (ii) clarify that the Executive Officer’s change in control severance pay would equal a multiple of his or her base salary and highest annual incentive award, regardless if paid in the form of cash or unrestricted stock to the Company’s or the Bank’s incentive compensation arrangements, paid to or earned by the executive during the calendar year of the change in control or either of the two (2) calendar years preceding the change in control; and (3) eliminate the cutback provision with respect to Section 280G of the Internal Revenue Code.

The foregoing description does not purport to be complete and it is qualified in its entirety to reference to the change in control agreements that are attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 of this Form 8-K, and are incorporated by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)Exhibits

CHEMUNG FINANCIAL CORP Exhibit
EX-10.1 2 exh_101.htm EXHIBIT 10.1 Exhibit 10.1   CHANGE OF CONTROL AGREEMENT   THIS CHANGE OF CONTROL AGREEMENT (“Agreement”) is hereby entered into on this 19th day of December,…
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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.

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