Exhibit 10.1
SUPPLEMENTAL RETIREMENT PLAN
AGREEMENT
This sets forth the Supplemental Retirement Plan
Agreement made effective as of September 29, 2009 between (i)
COMMUNITY BANK SYSTEM, INC., a Delaware corporation and registered
bank holding company, and COMMUNITY BANK, N.A., a national banking
association, both having offices located in Dewitt, New York
(collectively, the “Employer”), and (ii) SCOTT A.
KINGSLEY, an individual currently residing at Manlius, New York
(“Employee”). This Agreement supersedes the
Supplemental Retirement Plan Agreement between the parties dated as
of August 1, 2006.
RECITALS
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Employer and
Employee are parties to an Employment Agreement dated and effective
as of January 1, 2008 (“Employment
Agreement”).
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The Employment
Agreement provides that Employer and Employee shall enter into a
separate agreement regarding supplemental retirement
benefits.
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This Agreement
sets forth the terms of the parties’ agreement regarding
supplemental retirement benefits.
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TERMS
IN CONSIDERATION of the premises and mutual
agreements and covenants contained herein, and other good and
valuable consideration, the parties agree as follows:
1.
Supplemental Retirement Benefit .
(a) Subject
to the minimum benefit provisions of paragraph 1(b) and the vesting
provisions of paragraph 5, Employer shall pay Employee an annual
supplemental retirement benefit equal to the product of (i) 2.5
percent, times (ii) Employee’s years of service with
Employer, times (iii) Employee’s final average compensation,
with the product of (i) times (ii) times (iii) reduced by
Employee’s other retirement benefits. (The terms
“years of service,” “final average
compensation,” and “other retirement benefits”
are defined in paragraph 2 below.) Subject to the
adjustments described in paragraph 4, the benefit described in this
paragraph 1(a) initially shall be expressed as a single life
annuity (payable for Employee’s life) commencing as of the
date determined pursuant to paragraph 4.
(b) The
annual supplemental retirement benefit payable pursuant to this
Agreement shall not be less than the excess (if any)
of: (i) the annual benefit that Employee would have
earned pursuant to the Community Bank System, Inc. Pension Plan
(“Pension Plan”) if the compensation limit imposed by
Internal Revenue Code Section 401(a)(17), and the maximum benefit
limit imposed by Internal Revenue Code Section 415, are
disregarded; minus (ii) the annual benefit actually payable to
Employee pursuant to the Pension Plan. For purposes of
calculating the annual benefit described in clause (i) of this
paragraph 1(b), the provisions of the Pension Plan that describe a
minimum annual normal retirement benefit and supplemental account
balance for Employee shall be disregarded. Any such
minimum annual normal retirement benefit (but not any supplemental
account balance benefit) actually payable pursuant to the Pension
Plan, however, shall be taken into account for purposes of clause
(ii) of this paragraph 1(b). Subject to the adjustments
described in paragraph 4, the benefit described in this paragraph
1(b) initially shall be expressed as a single life annuity (payable
for Employee’s life) commencing as of the date determined
pursuant to paragraph 4.
2.
Definitions .
(a) For
purposes of paragraph 1(a), “years of service with
Employer” shall be credited to Employee in the same manner as
years of service are credited to Employee under the Pension Plan,
provided that no more than 20 years of service will be taken into
account under clause (ii) of paragraph 1(a).
(b) For
purposes of paragraph 1(a), Employee’s “final average
compensation” shall be the annual average of Employee’s
Base Salary (as defined in the Employment Agreement) and cash
incentive payment awarded during the five consecutive calendar
years preceding the calendar year of Employee’s
termination. In no event will “final average
compensation” take into account any lump sum payment made to
Employee in connection with a “Change of Control” (as
that term is defined in the Employment Agreement).
(c) For
purposes of paragraph 1(a), Employee’s “other
retirement benefits” shall mean the sum of
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(i)
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the annual
benefit earned by Employee pursuant to the Pension Plan
(disregarding any supplemental account balance in the Pension Plan
to the extent such account balance is attributable to
Employee’s elective deferrals to the Deferred Compensation
Plan for Certain Executive Employees of Community Bank System,
Inc.), plus
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(ii)
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the annual
benefit that could be provided by Employer contributions (other
than elective deferrals) made on Employee’s behalf under (A)
the Community Bank System, Inc. 401(k) Employee Stock Ownership
Plan, and (B) the Deferred Compensation Plan for Certain Executive
Employees of Community Bank System, Inc., adjusted to reflect
actual earnings, losses and expenses credited to and charged
against such Employer contributions, if such contributions (as
adjusted) were converted to a single life annuity benefit payable
commencing as of the last day of the calendar quarter immediately
preceding the date benefit payments begin under this Agreement,
using the factors applied to determine actuarial equivalents under
the Pension Plan as of such date.
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(d) For
the purposes of paragraph 1(b) and paragraph 2(c)(i),
Employee’s Pension Plan benefit will be Employee’s
accrued benefit under the Pension Plan, determined as of the
earlier of (i) the date Employee begins to receive such Pension
Plan benefit, or (ii) the date Employee begins to receive the
supplemental retirement plan benefit, expressed (in either case) in
the form of a single life annuity (payable for Employee’s
life) commencing as of the date determined pursuant to paragraph
4. In the event payments of supplemental retirement
benefits commence before payments of Employee’s
Pensi
