Tompkins Financial Corporation 10-Q 


 


Exhibit 10.2


 


SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT


 


This Supplemental Executive Retirement Agreement
(the “Agreement”) is entered into effective November 9, 2016, by Tompkins Financial Corporation, with offices
at 110 The Commons, Ithaca, New York 14851, and ___________________________, residing at ___________________________________ (the “Executive”).


 


PREAMBLE


 


The principal objective of this Agreement
is to provide a supplemental retirement benefit due to the freezing of the Tompkins Financial Corporation Retirement Plan (“Retirement
Plan”) for those executives who elect to participate in the 2015 Tompkins Financial Corporation Defined Contribution Plan
(the “Defined Contribution Plan”).


 


SECTION 1.

DEFINITIONS


 


1.1           
“Board of Directors” means the Board of Directors of Tompkins Financial Corporation.


 


1.2           
“Committee” means the Compensation Committee of the Board of Directors, which has been given authority
by the Board of Directors to administer this Agreement.


 


1.3           
“Company” means Tompkins Financial Corporation.


 


1.4           
“Deferred Compensation Account” or the “Account” means an account maintained under
this Agreement on and after January 1, 2016.


 


1.5           
“Retirement Benefit Freeze” has the meaning set forth in Section 2.1.


 


1.6           
“Separation from Service” means the Executive’s termination of active employment, whether voluntary
or involuntary, other than by death or leave of absence with the Company or affiliate(s), within the meaning of Section 409A(a)(2)(A)(i)
of the Internal Revenue Code of 1986, as amended (“Code”), and the treasury regulations thereto, as they may
be amended from time to time.


 


1.7           
“Surviving Spouse” means the spouse of the Executive, if any, named at or prior to his Separation from
Service on his ‘Form of Benefit and Beneficiary Designation Form’, surviving on the date of death of the Executive;
provided, however, that if the Executive, as of the date of Executive’s death, is no longer married to the person so designated,
then such person is not a Surviving Spouse for purposes of this Agreement.


 


The masculine gender, where appearing
in this Agreement, will be deemed to include the feminine gender, and the singular may include the plural, unless the context
clearly indicates the contrary. For purposes of complying with Section 409A of the Code, it is acknowledged that no benefit
payments may be made under this Agreement prior to the Executive’s termination of employment with the Company, that the
payment of benefits pursuant to this Agreement may not be accelerated by the Company or the Executive, and that there are no
elections provided under the Agreement to defer compensation or to delay a payment of benefits.


 






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SECTION 2.

ELIGIBILITY FOR BENEFITS


 


2.1           
Eligibility. The following Executives are eligible to participate in this Agreement: Alyssa H. Fontaine, Scott Gruber,
Gregory Hartz, Gerald Klein, Jr., and John M. McKenna. The Board of Directors may determine, in its sole discretion, that the Executive
should cease to continue accruing retirement benefits under this Agreement (a “Retirement Benefit Freeze”) and
in such event the Board of Directors shall notify the Executive in writing of such determination. Such determination shall not
reduce the then accrued retirement benefit of the Executive under this Agreement, as follows. The Executive will remain entitled
to receive, in accordance with Section 3.1, the balance of his Deferred Compensation Account , determined as of the date of the
Retirement Benefit Freeze, which shall continue to be credited with the addition of interest until the date the balance of his
Deferred Compensation Account has been completely distributed.


 


SECTION 3.

AMOUNT AND FORM OF RETIREMENT BENEFIT


 


3.1           
Retirement Benefit. The annual contribution under this Agreement equals the amount of any contributions otherwise
allocable to the Defined Contribution Plan which would exceed the limitation under Code section 415(c)(1)(A) for any plan
year and shall be allocated to the Deferred Compensation Account.


 


The Deferred Compensation Account will be
credited with the addition of interest, to be accrued during each quarter and to be credited to such Deferred Compensation Account
on the first business day following the end of such quarter on the basis of the day weighted average balance in such Account during
each quarter, at a rate equal to the higher of either (a) the highest yield on any U.S. Government Treasury Constant Maturity on
the first business day of the calendar year in which the interest is accrued, as reported in the Federal Reserve Statistical Release,
or if such source is not available, such other comparable source as is available (the “Guaranteed Rate”), or, (b) the
Prime Rate as published in The Wall Street Journal on the first business day of the calendar year in which the interest
is accrued.


 


The balance of the Deferred
Compensation Account shall be the aggregate fair market value of the assets allocated to and held in the Account. Upon the
Separation from Service of Executive for any reason, Company will pay to Executive, in the form hereinafter provided, his
Deferred Compensation Account. The Deferred Compensation Account shall be paid, pursuant to the Executive’s election,
in a lump sum or in annual installments over a period of five (5) or ten (10) years. The Executive’s election shall be
made in writing upon execution of this Plan document. In the absence of an election by the Executive at the time of execution
of this Plan document, payment of the Deferred Compensation Account shall be in a lump sum. Payment of the Deferred
Compensation Account will commence within ninety (90) days following the Executive’s Separation from Service. During
the period that installment payments are made (if any), the Executive’s Deferred Compensation account shall be credited
with interest. Installment payments (if applicable) made after the first payment shall be paid on or about the applicable
modal anniversary of the first payment date until all required installments have been paid. The amount of each payment shall
be determined by dividing the value of the Deferred Compensation Account immediately prior to such payment by the number of
payments remaining to be paid. The final installment payment shall be equal to the balance of the Deferred Compensation
Account, calculated as of the applicable modal anniversary. Notwithstanding the above, in the event the Executive is
determined to be a specified employee” as such term is defined in Treasury Regulations §1.409A-1(i), then any
monthly benefit otherwise payable on or before the date which is six (6) months after the Executive’s termination of
employment date shall be delayed until the earlier of the Executive’s date of death or the date which is six (6) months
after the Executive’s termination of employment date; provided, however, that such delay is only required for benefits
constituting nonqualified deferred compensation under Code Section 409A, and the delay will apply only to those benefits that
are not exempt from Code Section 409A. Any such delayed payments shall be accumulated and paid in a lump sum and
payments thereafter will be made as scheduled in accordance with this Section 3.1.


 






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3.2           
Death Benefit. Upon the death of the Executive , the Executive’s beneficiary shall be paid the remaining value
of the Deferred Compensation Account in one single lump sum, even if the Executive had previously elected a different to receive
payment in the form of annual installments.


 


SECTION 4.

MISCELLANEOUS


 


4.1           
Termination and Amendment. The Committee may, in its sole discretion suspend or amend this Agreement at any time
or from time to time, in whole or in part; provided, however, that no suspension or amendment of this Agreement will, without the
written consent of the Executive or the Surviving Spouse (if the Executive is not then living), reduce the Executive’s right
or the right of the Surviving Spouse to receive or continue receiving a benefit accrued at the time of the suspension or amendment
in accordance with this Agreement. The Parties agree that a Retirement Benefit Freeze, as described in Section 2.1, shall not be
deemed a reduction of rights requiring consent hereunder. A suspension of this Agreement shall not result in the acceleration of
any benefit provided pursuant to this Agreement except as permitted in connection with a plan termination satisfying the conditions
set forth in Treasury Regulations §1.409A-3(j)(ix), where the Committee decides to accelerate such benefit in accordance with
the requirements of such regulation.


 


4.2           
No Employment Agreement. Nothing contained herein will confer upon the Executive the right to be retained in the
service of the Company or its subsidiaries, nor will it interfere with the right of the Company or its subsidiaries to discharge
or otherwise deal with the Executive without regard to the existence of this Agreement.


 


4.3           
Unfunded Arrangement. The benefits under this Agreement are unfunded, and the Company will make benefit payments
solely on a current disbursement basis from the Company’s general assets. Notwithstanding anything herein to the contrary,
the Executive, and the Executive’s Surviving Spouse, if any, shall have the status of general unsecured creditors of the
Company.


 






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4.4           
Assignment. To the maximum extent permitted by law, no benefit under this Agreement shall be assignable or made subject
by Executive in any manner to alienation, sale, transfer, claims of Executor’s creditors, pledge, attachment or encumbrances
of any kind.


 


4.5           
Rules. The Committee may adopt rules and regulations to assist it in the administration of this Agreement. This Agreement
shall be administered and construed entirely in the discretion of the Committee and the Board of Directors, as applicable.


 


4.6           
Information. The Executive shall receive a copy of this Agreement and the Committee will make available for inspection
by the Executive a copy of any rules and regulations used by the Committee in administering this Agreement.


 


4.7           
Controlling Law. This Agreement is established under and will be construed according to the laws of the State of
New York, without regard for principles of conflicts of law. Notwithstanding the foregoing, this Agreement shall be construed consistent
with the requirements of Code §409A, the regulations promulgated thereunder and other official guidance relating thereto such
that the operation or terms of this Agreement do not result in the inclusion in income of any amount under such Code provision.
For purposes of this Agreement, any term hereunder relating to the Executive’s termination of employment, the Executive terminating
employment, the Executive being terminated or similar expression shall be deemed to refer to a separation from service, as defined
in Treasury Regulations §1.409A-1(h). If an amount is to be paid under this Agreement in two or more installments, each installment
shall be treated as a separate payment for purposes of Code Section 409A.


 


4.8           
Legal Expenses. The Company shall pay, upon request and documentation thereof (and not later than ninety (90) days
after receipt of such request and documentation), all reasonable legal fees and expenses which the Executive/Surviving Spouse may
incur as a result of the Company contesting the validity or enforceability of any provision of this Agreement or any claim by the
Executive/Surviving Spouse under this Agreement; provided, however, that such request is made and supporting documentation provided
to the Company by the Executive/Surviving Spouse within ninety (90) days after incurring the expense, and provided further, the
Company shall be entitled to be reimbursed by the Executive for such amount previously paid to such Executive if it is finally
judicially determined that such Executive’s claims under this Agreement are frivolous.


 


IN WITNESS WHEREOF, this Agreement has been
executed this 9th day of November, 2016.


 





	 	TOMPKINS FINANCIAL CORPORATION



 


	ATTEST:	 	 	By:	 
	 	 	 	Name: Stephen S. Romaine
	 	 	 	Title: President & Chief Executive Officer
	 	 	 	 	 
	ATTEST: 	 	 	 	 
	 	 	 	 	(Executive)
	 	 	 	Name: 	










 






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SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT


 


Form of Benefit and Beneficiary Designation
Form


 


As an Executive participating in a Supplemental
Executive Retirement Agreement with Tompkins Financial Corporation, I hereby elect the following form of benefit payment for retirement
benefits due pursuant to this Agreement. (Please initial your selection.)


  


		_____	Annual Installments over a 5 year
period



 








		_____	Annual Installments over a 10 year
period



 


		_____	Lump Sum



 


As an Executive participating in a Supplemental
Executive Retirement Agreement with Tompkins Financial Corporation, I hereby designate the following beneficiary to receive my
death benefits due under the Agreement. In the event that the following beneficiary predeceases me, I hereby designate the person(s)
listed as my contingent beneficiary(ies) under the Company’s Investment & Stock Ownership Plan to receive my death benefits
due under the Agreement.


 


Beneficiary Name:______________________________________________________________________________________


 


Relationship to Executive:________________________________________________________________________________


 


Social Security Number:__________________________________________________________________________________


 


Date of Birth:__________________________________________________________________________________________


 


Home Address:________________________________________________________________________________________


 


Executive’s Signature:___________________________________________________________________________________


 


Witness’ Signature:_____________________________________________________________________________________


 


Spouse’s Signature (if waiving right to benefits under
this Agreement):______________________________________________


 


Date: ________________________________________________________________________________________________


 


Witness’ Signature: _____________________________________________________________________________________


 



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