Exhibit 10.28
ADDENDUM
This
Addendum dated as of December 1, 2005, sets forth certain
amendments
to the Employment Agreement, dated as of March 1, 2004, between (i)
COMMUNITY
BANK SYSTEM, INC. ("CBSI"), a Delaware corporation and registered
bank holding
company, and COMMUNITY BANK, N.A. ("CBNA"), a national banking
association, both
having offices in Dewitt, New York (collectively, the "Company")
and (ii)
SANFORD A. BELDEN, an individual currently residing at 9 Lynacres
Boulevard,
Fayetteville, New York ("Executive").
Recitals
A. The
parties desire to effectuate a smooth and orderly management
succession plan in keeping with the interests of the Company and
Executive.
B. The
Employment Agreement, dated as of March 1, 2004 ("Employment
Agreement"), currently provides for various mutual obligations in
connection
with Executive's retirement or the expiration of the Employment
Agreement.
C. The
parties desire to augment the provisions of paragraph 3(g) of
the
Employment Agreement in providing for the retirement of Executive
in an orderly
manner consistent with the terms of the Employment Agreement.
NOW, IN
CONSIDERATION of the promises and mutual agreements and
covenants
contained herein, and other good and valuable consideration, the
parties agree
as follows:
1.
Retirement.
The Company and Executive agree that Executive shall retire as
President and Chief Executive Officer of the Company on July 31,
2006
("Retirement Date"), subject to his continued employment with the
Company to the
Retirement Date, in accordance with the terms of this Addendum and
the
Employment Agreement.
Upon Executive's retirement in accordance with the preceding
sentence, the Company shall, within 30 days of the Retirement
Date:
(a) pay to Executive, as severance pay, an amount determined by
the
Company that will provide Executive with sufficient funds (after
taxes) to
purchase coverage for Executive and his spouse
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under the applicable retiree provisions of the Company's group
health plan for
the twelve-month period following Executive's retirement;
(b) pay to Executive the pro-rata portion (based on Executive's
complete months of active employment in 2006) of all cash incentive
compensation
and bonuses that are payable with respect to 2006 at the Target
level of
achievement under the Company's Management Incentive Program (50%
of base
salary); and
(c) transfer to Executive title to the Company-owned vehicle
currently used by Executive in performing duties for the
Company.
The Company shall grant or cause to be granted to Executive, by
no
later than December 30, 2005, an option or options to acquire the
same number of
shares of CBSI stock that would have been the subject of options to
be granted
to the Executive in January or February 2006 pursuant to the
Community Bank
System, Inc. 2004 Long-Term Incentive Compensation Program. The
option(s)
granted shall provide for a per share e
