ITEM 8.01 OTHER EVENTS
On January 4, 2021, Chemung Canal Trust Company (the "Bank"), a subsidiary of
Chemung Financial Corporation (the "Corporation"), and Jeffrey P. Kenefick,
Regional President, 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. Kenefick's
employment is terminated by the Bank without Cause (also as defined in the
Agreement); or ii) Mr. Kenefick terminates his employment with the Bank for Good
Reason (also as defined in the Agreement), the Bank shall pay to Mr. Kenefick,
in addition to any other compensation or benefits due to him, an amount equal to
two (2.00) times the highest annual compensation (salary and bonuses) paid by
the Bank to Mr. Kenefick for any of the two (2) calendar years ending with the
year in which his employment is terminated. The severance payment would be paid
in equal monthly installments for the 24 months immediately following the
effective date of the termination of Mr. Kenefick's employment. The Agreement
provides further that it is subject to all applicable laws and regulations and
that the amount payable to Mr. Kenefick is subject to reduction to the extent
necessary to ensure that such payment is not an "excess parachute payment" as
defined in Section 280G of the Internal Revenue Code.
The forgoing description does not purport to be complete and it is qualified in
its entirety to references to the change in control agreement that is attached
hereto as Exhibit 10.1 of this Form 8-K, and is incorporated by reference.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No.
10.1 Change of Control Agreement dated January 4, 2021 between Chemung Canal
Trust Company and Jeffrey P. Kenefick, Regional President
99.1 Press Release of Chemung Canal Trust Company dated January 4, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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