ex101.htm


    EMPLOYMENT
AGREEMENT

    


    This sets
forth the terms of the Employment Agreement made as of March 18, 2009 between
(i) COMMUNITY BANK SYSTEM, INC., a Delaware corporation and registered bank
holding company (“CBSI”), and COMMUNITY BANK, N.A., a national banking
association (“CBNA”), both having offices in DeWitt, New York (collectively, the
"Employer"), and (ii) MARK E. TRYNISKI, an individual currently residing at 1964
Penfold Way, Baldwinsville, New York ("Employee").  This Agreement is
effective as of January 1, 2009 and supersedes the Employment Agreement between
the parties dated as of December 1, 2005.

    


    W I T N E S S E T
H

    


    IN
CONSIDERATION of the promises and mutual agreements and covenants contained
herein, and other good and valuable consideration, the parties agree as
follows:

    1.           Employment.

    (a)           Term.  Employer
shall continue to employ Employee, and Employee shall continue to serve, as
President and Chief Executive Officer of Employer for a term commencing on
January 1, 2009 and ending on December 31, 2011 (“Period of Employment”),
subject to termination as provided in paragraph 3 hereof.

    (b)           Salary.  Employer
shall continue to pay Employee base salary at the annual rate in effect on the
date that the parties execute this Agreement (“Base
Salary”).  Employee’s Base Salary shall be reviewed and adjusted in
accordance with Employer’s regular payroll practices for executive
employees.

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    (c)           Incentive
Compensation.  Employee shall be entitled to annual incentive
compensation opportunities pursuant to the terms of the Management Incentive
Plan which has been approved by the Board of Directors of Employer to cover
Employee and other key personnel of Employer, as well as other incentive plans
that may be established by Employer.  Upon termination of Employee’s
employment pursuant to subparagraph 3(a), 3(b), 3(c) or 6, Employee shall be
entitled to a pro rata portion (based on Employee’s complete months of active
employment in the applicable year) of the annual incentive awards that are
payable with respect to the year during which the termination occurs or, if the
annual awards for such year are not determinable at the time of termination,
then the immediately prior year's awards shall be used to determine such pro
rata portion.

    2.           Duties during the Period of
Employment.  Employee shall have responsibility, subject to the
control of Employer’s Board of Directors for the supervision of all aspects of
Employer’s business and operations, and the discharge of such other duties and
responsibilities to Employer as may from time to time be reasonably assigned to
Employee by Employer’s Board of Directors.  Employee shall report to
Employer's Board of Directors.  Employee shall devote Employee’s best
efforts to the affairs of Employer, serve faithfully and to the best of
Employee’s ability and devote all of Employee’s working time and attention,
knowledge, experience, energy and skill to the business of Employer, except that
Employee may affiliate with professional associations, business and civic
organizations; provided that such affiliations are not inconsistent with and do
interfere with the performance of Employee’s duties under this
Agreement.  Consistent with CBSI’s Corporate Governance Guidelines,
Employee shall advise, and obtain the consent of, the Chair of the Board and
Chair of the Nominating and Corporate Governance Committee prior to accepting a
position on another public company board of directors.  Employee shall
be appointed to serve as a Director of Community Bank System, Inc. and Community
Bank, NA, provided that such appointment and subsequent re-nomination to serve
as a Director shall be subject to (i) Employee being qualified to serve under
applicable law, regulations, and the Employer’s bylaws, and (ii) the exercise of
the fiduciary duties of the Employer’s Board of Directors and nominating
committee of the Board of Directors.  Employee shall serve on the
Board of Directors of, or as an officer of Employer’s affiliates, without
additional compensation if requested to do so by the Board of Directors of
Employer.  Employee shall receive only the compensation and other
benefits described in this Agreement for Employee’s duties as a Director of
Employer or any of its affiliates.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    3.           Termination.  Employee's
employment by Employer shall be subject to termination as follows:

    (a)           Expiration of the
Term.  This Agreement shall terminate automatically at the
expiration of the Period of Employment unless the parties enter into a written
agreement extending Employee's employment, except for the continuing obligations
of the parties as specified hereunder.

    (b)           Termination Upon
Death.  This Agreement shall terminate upon Employee's
death.  In the event this Agreement is terminated as a result of
Employee's death, Employer shall continue payments of Employee's Base Salary for
a period of 90 days following Employee's death to the beneficiary designated by
Employee on the "Beneficiary Designation Form" attached to this Agreement as
Appendix A.  Any restrictions on shares of CBSI stock previously
granted to Employee shall be waived as of the date of death and Employee's
beneficiary shall be free to dispose of any restricted stock previously granted
to Employee by Employer.  Additionally, Employer shall treat as
immediately exercisable all unexpired stock options issued by Employer and held
by Employee that are not exercisable or that have not been exercised, so as to
permit the Beneficiary to purchase the balance of CBSI stock not yet purchased
pursuant to said options until the end of the full exercise period provided in
the original grant of the option right, determined without regard to Employee’s
death or termination of employment.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (c)           Termination Upon
Disability.  Employer may terminate this Agreement upon
Employee's disability.  For the purpose of this Agreement, Employee's
inability to perform substantially all of Employee's duties under this Agreement
by reason of physical or mental illness or injury for a period of 26 successive
weeks (the "Disability Period") shall constitute disability.  The
determination of disability shall be made by a physician selected by Employer
and a physician selected by Employee; provided, however, that if the two
physicians so selected shall disagree, the determination of disability shall be
submitted to arbitration in accordance with the rules of the American
Arbitration Association and the decision of the arbitrator shall be binding and
conclusive on Employee and Employer.  During the Disability Period,
Employee shall be entitled to 100% of Employee's Base Salary otherwise payable
during that period, reduced by all other Employer-provided income replacement
benefits to which Employee may be entitled for the Disability Period on account
of such disability (including, but not limited to, benefits provided under any
disability insurance policy or program, workers' compensation law, or any other
benefit program or arrangement).  Upon termination pursuant to this
disability provision, any restrictions on shares of CBSI stock previously
granted to Employee shall be waived and Employee shall be free to dispose of any
restricted stock granted to Employee.  Additionally, Employer shall
treat as immediately exercisable all unexpired stock options issued by Employer
and held by Employee that are not exercisable or that have not been exercised,
so as to permit the Employee to purchase the balance of CBSI stock not yet
purchased pursuant to said options until the end of the full exercise period
provided in the original grant of the option right, determined without regard to
Employee’s disability or termination of employment.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (d)           Termination for
Cause.  Employer may terminate Employee's employment
immediately for "cause" by written notice to Employee.  For purposes
of this Agreement, a termination shall be for "cause" if the termination results
from any of the following events:

    (i)           The
willful breach of any material provision of this Agreement, which breach
Employee shall have failed to cure within thirty (30) days following Employer’s
written notice to Employee specifying the nature of the breach;

    (ii)           Any
documented misconduct or breach of duty by Employee as an executive or director
of Employer, or any subsidiary or affiliate of Employer for which Employee is
performing services hereunder, which is material and adverse to the interests,
monetary or otherwise, of Employer or any subsidiary or affiliate of
Employer;

    (iii)           Unreasonable
neglect or refusal to perform the duties assigned to Employee under or pursuant
to this Agreement, unless cured within thirty (30) days following Employer’s
written notice to Employee specifying the nature of the neglect or
refusal;

    (iv)           Conviction
of a crime involving any act of dishonesty, acts of moral turpitude, or the
commission of a felony;

    (v)           Adjudication
as a bankrupt, which adjudication has not been contested in good faith, unless
bankruptcy is caused directly by Employer's unexcused failure to perform its
obligations under this Agreement;

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (vi)           Documented
failure to follow the reasonable instructions of the Board of Directors of
Employer, provided that the instructions do not require Employee to engage in
unlawful conduct; or

    (vii)           A
willful violation of a material rule or regulation of the Office of the
Comptroller of the Currency or of any other regulatory agency governing Employer
or any subsidiary or affiliate of Employer.

    Notwithstanding
any other term or provision of this Agreement to the contrary, if Employee's
employment is terminated for cause, Employee shall forfeit all rights to
payments and benefits otherwise provided pursuant to this Agreement; provided,
however, that Base Salary shall be paid through the date of
termination.

    (e)           Termination For Reasons
Other Than Cause.  In the event Employer terminates Employee’s
employment prior to December 31, 2011 for reasons other than “cause” (as defined
in paragraph 3(d)), then Employee shall be entitled to a severance benefit equal
to the greater of (i) 200 percent of the sum of Employee’s annual Base Salary in
effect at the time of termination and the aggregate sum of all payments made to
Employee during the 12 months preceding Employee’s termination pursuant to the
Management Incentive Plan (or equivalent successor plan), or (ii) amounts of
Base Salary and expected Management Incentive Plan (or equivalent successor
plan) payments that otherwise would have been payable through the balance of the
unexpired term of this Agreement.  Unless Employee is a “specified
employee” (as determined in accordance with Internal Revenue Code Section 409A),
the benefit payable pursuant to this paragraph 3(e) shall be payable in equal
biweekly installments over the 12-month period that begins on the first day of
the month following Employee’s termination.  If Employee is a
“specified employee” (as determined in accordance with Internal Revenue Code
Section 409A), then installment payments during the first six months of the
12-month installment period shall be limited to the extent required by Internal
Revenue Code Section 409A, any unpaid installment amounts shall be paid
immediately after such six-month period and installments payments due during the
remaining six months shall be paid as scheduled.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    In
addition to the cash benefit described in the foregoing of this paragraph 3(e),
Employer shall: (iii) waive all restrictions on all restricted stock previously
granted to Employee and permit Employee to dispose of any such restricted stock;
(iv) treat as immediately exercisable all unexpired stock options held by
Employee that are not exercisable or that have not been exercised, so as to
permit Employee to purchase the balance of CBSI stock not yet purchased pursuant
to said options until the end of the full exercise period provided in the
original grant of the option right determined without regard to Employee’s
termination of employment; (v) fully fund the grantor trust created pursuant to
the separate “Supplemental Retirement Plan Agreement” between Employee and
Employer, as amended, for benefits payable pursuant to that separate agreement;
and (vi) cover Employee and his eligible dependents under all Employer benefit
plans and programs available to Employer’s retired employees.

    Notwithstanding
the foregoing, if Employer terminates Employee for reasons other than cause and
under circumstances that entitle Employee to payments and benefits under
paragraph 6 of this Agreement (regarding “Change of Control”) then amounts payable under
clauses (i) or (ii) of this paragraph 3(e) shall be reduced by any payments made
to Employee under paragraphs 6(a)(i) and (ii).

    (f)           Expiration of Term Without
Renewal.  In the event that Employee’s employment ends on
December 31, 2011 solely because Employer chooses not to renew or extend this
Agreement beyond December 31, 2011 for reasons other than cause, then Employee
shall be entitled to a severance benefit equal to the sum of (i) 200 percent of
Employee’s annual Base Salary in effect at the time of termination, and (ii) the
aggregate sum of all payments made to Employee during 2011 pursuant to the
Management Incentive Plan (or equivalent successor plan).  The benefit
payable under this paragraph 3(f) shall be reduced by any amounts payable to
Employee under paragraphs 6(a)(i) and (ii).  Any remaining benefit
described in this paragraph 3(f) shall be paid on or before March 15,
2012.

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (g)           Employer
shall have the right of first refusal to purchase from Employee or Employee’s
estate, shares of CBSI stock acquired pursuant to the exercise of stock options
after the date of Employee’s termination of employment for any reason, in the
event Employee or Employee’s estate elects to dispose or transfer such acquired
shares.  Such right of first refusal shall expire ten years from the
date of termination.  Employee (or Employee’s estate, as the case may
be) shall provide Employer with not less than 30 days’ advance written notice of
any disposition or transfer.  If Employer chooses to exercise its
right of first refusal, it shall do so by written notice within 15 days of
receipt of notice of disposition or transfer.  The purchase price per
share to be paid by Employer upon any such exercise shall equal the closing
price per share of shares of CBSI stock on the trading day that immediately
precedes the date of exercise.

    4.           Fringe
Benefits.

    (a)           Benefit
Plans.  During the Period of Employment, Employee shall be
eligible to participate in any employee pension benefit plans (as that term is
defined under Section 3(2) of the Employee Retirement Income Security Act of
1974, as amended), Employer-paid group life insurance plans, medical plans,
dental plans, long-term disability plans, business travel insurance programs and
other fringe benefit programs maintained by Employer for the benefit of (or
which are applicable to) its executive employees.  Participation in
any of Employer's benefit plans and programs shall be based on, and subject to
satisfaction of, the eligibility requirements and other conditions of such plans
and programs.  Employer may require Employee to submit to an annual
physical, to be performed by a physician of his own
choosing.  Employee shall be reimbursed for related expenses not
covered by Employer's health insurance plan, or any other plan in which Employee
is enrolled.  Employee shall not be eligible to participate in
Employer's Severance Pay Plan maintained for other employees not covered by
employment agreements.

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (b)           Expenses.  Upon
submission to Employer of vouchers or other required documentation, Employee
shall be reimbursed for (or Employer shall pay directly) Employee's actual
out-of-pocket travel and other expenses reasonably incurred and paid by Employee
in connection with Employee's duties hereunder.  Reimbursable expenses
must be submitted to the Compensation Committee of the Board of Directors of
Employer for review on no less than an annual basis.

    (c)           Other
Benefits.  During the Period of Employment, Employee also shall
be entitled to receive the following benefits:

    (i)           Paid
time-off of twenty-one (21) days each calendar year (with no carry over of
unused time to a subsequent year) and any holidays that may be provided to all
employees of Employer in accordance with Employer's holiday policy;

    (ii)           Reasonable
sick leave;

    (iii)           Employer
paid memberships for Employee at a golf club and a social club in the Syracuse,
New York area, subject to the approval of the Compensation Committee of the
Board of Directors of Employer;

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (iv)           The
use of an Employer-owned automobile, the purchase and replacement of which shall
be subject to the approval of the Compensation Committee of the Board of
Directors of Employer; and

    (v)           Reimbursement
of the purchase price of a car telephone, a cellular telephone and all
Employer-related business charges incurred in connection with the use of such
telephones.

    (d)           Supplemental Retirement
Benefits.  The terms and conditions for the payment of
supplemental retirement benefits are set forth in a separate written agreement
between the parties.

    5.           Stock
Options.  Employer shall cause the Compensation Committee of
the Board of Directors of Employer to review whether Employee should be granted
shares of restricted stock and/or options to purchase shares of common stock of
CBSI.  Such review may be conducted pursuant to the terms of the
Community Bank System, Inc. 2004 Long-Term Incentive Compensation Program, a
successor plan, or independently, as the Compensation Committee shall
determine.  Reviews shall be conducted no less frequently than
annually.

    6.           Change of
Control.

    (a)           If
Employee's employment with Employer shall cease for any reason, including
Employee's voluntary termination for “good reason” (as defined in paragraph 6(d)
below), but not including Employee's termination for “cause” (as described in
paragraph 3(d)) or Employee’s voluntary termination without “good reason”,
within two years following a "Change of Control" that occurs during the Period
of Employment, then:

    (i)           Employer
shall pay to the Employee the greater of (A) 300 percent of the sum of the
annual Base Salary in effect at the time of termination and the aggregate sum of
all payments made to Employee during the 12 months preceding Employee’s
termination pursuant to the Management Incentive Plan (or equivalent successor
plan), or (B) amounts of Base Salary and expected payments under the Management
Incentive Plan (or equivalent successor plan) that otherwise would have been
payable through the balance of the unexpired term of this
Agreement.  Unless Employee is a “specified employee” (as determined
in accordance with Internal Revenue Code Section 409A), the amount determined
pursuant to this paragraph 6(a)(i) shall be payable in a single lump-sum within
60 days following Employee’s termination.  If Employee is a “specified
employee” (as determined in accordance with Internal Revenue Code Section 409A),
then the single lump-sum payment shall be made on the first day of the seventh
month following Employee’s termination.

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (ii)           Subject
to the applicable limitations of Internal Revenue Code Section 409A that apply
if Employee is a “specified employee” (as determined in accordance with Internal
Revenue Code Section 409A), Employer shall provide Employee with fringe
benefits, or the cash equivalents of such benefits, identical to those described
in paragraph 4(a) for a period of 36 months following Employee’s
termination.  To the extent the benefits provided to Employee in this
paragraph 6(a)(ii) are deemed taxable benefits, Employer shall reimburse
Employee for taxes owed by Employee on the benefits and tax
reimbursement.  The reimbursement shall be made by the end of
Employee’s taxable year next following the taxable year in which Employee remits
the related taxes.

    (iii)           Employer
shall treat as immediately exercisable all unexpired stock options issued by
Employer and held by Employee that are not otherwise exercisable or that have
not been exercised so as to permit Employee to purchase the balance of CBSI
Stock not yet purchased pursuant to said options until the end of the full
exercise period provided in the original grant of the option right, determined
without regard to Employee’s termination of employment.

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (iv)           Employer
shall waive all restrictions on any shares of restricted stock granted to
Employee and permit Employee to dispose of such stock.

    (b)           Notwithstanding
any provision of this Agreement to the contrary, and except as provided in the
last sentence of this paragraph 6(b), in the event that any payment or benefit
received or to be received by the Employee in connection with a Change of
Control (whether pursuant to the terms of this Agreement or any other plan,
arrangement or agreement) (all such payments and benefits being hereinafter
called "Total Benefits") would be subject (in whole or part) to the excise tax
imposed pursuant to Internal Revenue Code Section 4999, then the cash severance
payments provided in this Agreement shall first be reduced, and the other
payments and benefits hereunder shall thereafter be reduced, to the extent
necessary so that no portion of the Total Benefits will be subject to such
excise tax, but only if (i) is greater than or equal to (ii), where (i) equals
the reduced amount of such Total Benefits minus the aggregate amount of federal,
state and local income taxes on such reduced Total Benefits, and (ii) equals the
unreduced amount of such Total Benefits minus the sum of (A) the aggregate
amount of federal, state and local income taxes on such Total Benefits, and (B)
the amount of excise tax to which the Employee would be subject in respect of
such unreduced Total Benefits.  Notwithstanding the foregoing, and
although Employee shall not have a legally binding right to any such payment,
the Board of Directors of Employer shall have the sole discretion to waive the
limitations described in this paragraph 6(b) and/or to increase the amounts
payable pursuant to this paragraph 6 to help cover some or all of the taxes
payable by Employee as a result of the receipt of unreduced payments and
benefits pursuant to this Agreement.

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (c)           For
purposes of this paragraph 6, a "Change of Control" shall be deemed to have
occurred if:

    (i)           any
"person," including a "group" as determined in accordance with the Section
13(d)(3) of the Securities Exchange Act of 1934 ("Exchange Act"), is or becomes
the beneficial owner, directly or indirectly, of securities of Employer
representing 30% or more of the combined voting power of Employer's then
outstanding securities;

    (ii)           as
a result of, or in connection with, any tender offer or exchange offer, merger
or other business combination (a "Transaction"), the persons who were directors
of Employer before the Transaction shall cease to constitute a majority of the
Board of Directors of Employer or any successor to Employer;

    (iii)           Employer
is merged or consolidated with another corporation and as a result of the merger
or consolidation less than 70% of the outstanding voting securities of the
surviving or resulting corporation shall then be owned in the aggregate by the
former stockholders of Employer, other than (A) affiliates within the meaning of
the Exchange Act, or (B) any party to the merger or consolidation;

    (iv)           a
tender offer or exchange offer is made and consummated for the ownership of
securities of Employer representing 30% or more of the combined voting power of
Employer's then outstanding voting securities; or

    (v)           Employer
transfers substantially all of its assets to another corporation, which is not
controlled by Employer.

    (d)           For
purposes of this paragraph 6, “good reason” shall mean action taken by Employer
that results in:

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (i)           An
involuntary and material adverse change in Employee’s authority, duties,
responsibilities, or base compensation;

    (ii)           An
involuntary relocation of the office from which Employee is expected to perform
his duties; or

    (iii)           A
material breach of this Agreement.

    Employee
must provide notice to Employer of the existence of a condition described in
(i), (ii) or (iii) above within 30 days of the initial existence of the
condition, upon the notice of which Employer shall have 30 days thereafter in
which to remedy the condition.

    7.           Withholding.  Employer
shall deduct and withhold from compensation and benefits provided under this
Agreement all required income and employment taxes and any other similar sums
required by law to be withheld.

    8.           Covenants.

    (a)           Confidentiality.  Employee
shall not, without the prior written consent of Employer, disclose or use in any
way, either during his employment by Employer or thereafter, except as required
in the course of his employment by Employer, any confidential business or
technical information or trade secret acquired in the course of Employee's
employment by Employer.  Employee acknowledges and agrees that it
would be difficult to fully compensate Employer for damages resulting from the
breach or threatened breach of the foregoing provision and, accordingly, that
Employer shall be entitled to temporary preliminary injunctions and permanent
injunctions to enforce such provision.  This provision with respect to
injunctive relief shall not, however, diminish Employer's right to claim and
recover damages.  Employee covenants to use his best efforts to
prevent the publication or disclosure of any trade secret or any confidential
information that is not in the public domain concerning the business or finances
of Employer or Employer's affiliates, or any of its or their dealings,
transactions or affairs which may come to Employee's knowledge in the pursuance
of his duties or employment.

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (b)           No
Competition.  Employee's employment is subject to the condition
that during the term of his employment hereunder and for the period specified in
paragraph 8(c) below, Employee shall not, directly or indirectly, own, manage,
operate, control or participate in the ownership, management, operation or
control of, or be connected as an officer, employee, partner, director,
individual proprietor, lender, consultant or otherwise with, or have any
financial interest in, or aid or assist anyone else in the conduct of, any
entity or business (a "Competitive Operation") which competes in the banking
industry or with any other business conducted by Employer or by any group,
affiliate, division or subsidiary of Employer, in the states of New York or
Pennsylvania.  Employee shall keep Employer fully advised as to any
activity, interest, or investment Employee may have in any way related to the
banking industry.  It is understood and agreed that, for the purposes
of the foregoing provisions of this paragraph, (i) no business shall be deemed
to be a business conducted by Employer or any group, division, affiliate or
subsidiary of Employer unless 5% or more of Employer's consolidated gross sales
or operating revenues is derived from, or 5% or more of Employer's consolidated
assets are devoted to, such business; (ii) no business conducted by any entity
by which Employee is employed or in which he is interested or with which he is
connected or associated shall be deemed competitive with any business conducted
by Employer or any group, division, affiliate or subsidiary of Employer unless
it is one from which 2% or more of its consolidated gross sales or operating
revenues is derived, or to which 2% or more of its consolidated assets are
devoted; and (iii) no business which is conducted by Employer at the Date of
Termination and which subsequently is sold by Employer shall, after such sale,
be deemed to be a Competitive Operation within the meaning of this
paragraph.  Ownership of not more than 5% of the voting stock of any
publicly held corporation shall not constitute a violation of this
paragraph.

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (c)           Non-Competition
Period. The "non-competition period" shall begin on January 1, 2009
and shall end 36 months after Employee’s termination of employment; provided,
however, that the “non-competition period” shall end on the date Employee’s
employment ends in the event of Employee’s termination for “good reason” (as
defined in paragraph 6(d)), or Employee’s termination without “cause” (as
defined in paragraph 3(d)), within two years following a Change of Control that
occurs during the Period of Employment.

    (d)           Termination of
Payments.  Upon the breach by Employee of any covenant under
this paragraph 8, Employer shall cease all payments to Employee and may offset
immediately any and all amounts payable to Employee under this Agreement against
any damages to which Employer is legally entitled in addition to any and all
other remedies available to Employer under the law or in equity.

    (e)           Resignation as
Director.  In the event that Employee’s employment terminates
for any reason, he shall be deemed to have immediately tendered his resignation
as a director on Employer’s (and any of Employer’s affiliates) Board of
Directors, and such Boards may accept such resignation in their discretion
effective upon the termination date without further action by the
Employee.

    9.           Notices.  Any
notice which may be given hereunder shall be sufficient if in writing and mailed
by overnight mail, or by certified mail, return receipt requested, to Employee
at his residence and to Employer at 5790 Widewaters Parkway, Dewitt, New York
13214, or at such other addresses as either Employee or Employer may, by similar
notice, designate.

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    10.           Rules, Regulations and
Policies.  Employee shall abide by and comply in all material
respects with all of the rules, regulations, policies and procedures of Employer
that may be in effect and amended from time to time, including without
limitation (i) Employer's policy of strict adherence to, and compliance with,
any and all requirements of the banking, securities, and antitrust laws and
regulations, (ii) Employer’s human resources, personnel and benefits policies,
and (iii) Employer’s Executive Equity Ownership Guidelines.

    11.           No Prior
Restrictions.  Employee affirms and represents that Employee is
under no obligations to any former employer or other third party which is in any
way inconsistent with, or which imposes any restriction upon, the employment of
Employee by Employer, or Employee's undertakings under this
Agreement.

    12.           Return of Employer's
Property.  After Employee has received notice of termination or
at the end of the term hereof, whichever first occurs, Employee shall promptly
return to Employer all documents and other property in his possession belonging
to Employer.

    13.           Construction and
Severability.  The invalidity of any one or more provisions of
this Agreement or any part thereof, all of which are inserted conditionally upon
their being valid in law, shall not affect the validity of any other provisions
to this Agreement; and in the event that one or more provisions contained herein
shall be invalid, as determined by a court of competent jurisdiction, the court
shall have authority to modify such provision in a manner that most closely
reflects the intent of the parties and is valid.  This Agreement shall
be interpreted and applied in all circumstances in a manner that is consistent
with the intent of the parties that amounts earned and payable pursuant to this
Agreement shall not be subject to the premature income recognition or adverse
tax provisions of Internal Revenue Code Section 409A.  Accordingly,
notwithstanding any other term or provision in this Agreement to the contrary,
distributions of benefits payable following Employee’s termination of employment
shall commence as of the date required by this Agreement or, if later, the
earliest date permitted by Internal Revenue Code Section 409A (generally six
months after termination, if Employee is a “specified employee” within the
meaning of Internal Revenue Code Section 409A).

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    14.           Governing
Law.  This Agreement was executed and delivered in New York and
shall be construed and governed in accordance with the laws of the State of New
York.

    15.           Assignability and
Successors.  This Agreement may not be assigned by Employee or
Employer, except that this Agreement shall be binding upon and shall inure to
the benefit of the successor of Employer through merger or corporate
reorganization.  Any attempted assignment in violation of this
paragraph 15 shall be null and void and of no effect.


    
      
        
          
            	 
      	 
      	
                     

                  


          

          


        

         


      

      
        18

        
          

        

      

      
         


      

    


    16.           Miscellaneous.

    (a)           This
Agreement constitutes the entire understanding and agreement between the parties
with respect to the subject matter hereof and shall supersede all prior
understandings and agreements.

    (b)           This
Agreement cannot be amended, modified, or supplemented in any respect, except by
a subsequent written agreement entered into by the parties hereto.

    (c)           The
services to be performed by Employee are special and unique; it is agreed that
any breach of this Agreement by Employee shall entitle Employer (or any
successor or assigns of Employer), in addition to any other legal remedies
available to it, to apply to any court of competent jurisdiction to enjoin such
breach.

    (d)           The
provisions of paragraphs 6 and 8 hereof shall survive the termination of this
Agreement.

    17.           Counterparts.  This
Agreement may be executed in counterparts (each of which need not be executed by
each of the parties), which together shall constitute one and the same
instrument.

    18.           Jurisdiction, Venue and
Fees.  The jurisdiction of any proceeding between the parties
arising out of, or with respect to, this Agreement shall be in a court of
competent jurisdiction in New York State, and venue shall be in Onondaga
County.  Each party shall be subject to the personal jurisdiction of
the courts of New York State.  If Employee is the prevailing party in
a proceeding to collect payments due pursuant to this Agreement, Employer shall
reimburse Employee for reasonable attorneys' fees incurred by Employee in
connection with such proceeding.  Reimbursement shall be made on or
before the last day of Employee’s taxable year following the taxable year in
which the expense was incurred.  The foregoing right to reimbursement
shall expire on the fifth anniversary of Employee’s separation from employment
with Employer.

     

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    The
foregoing is established by the following signatures of the
parties.

    


                            COMMUNITY BANK
SYSTEM, INC.

    


    


    
      	 
      	
              By:

            	
              /s/
      Paul M. Cantwell

            
	 
      	 
      	 
      
	 
      	
              Its:

            	
              Chair
      of Board

            
	 
      	 
      	 
      


    

    


    


                            COMMUNITY BANK,
N.A.

    


    
      	 
      	
              By:

            	
              /s/
      Paul M. Cantwell

            
	 
      	 
      	 
      
	 
      	
              Its:

            	
              Chair
      of Board

            
	 
      	 
      	 
      


    

    


    


    
      	 
      	 
      	
              /s/
      Mark E. Tryniski

            


    

    


    



    
      
        
          
            	 
      	 
      	
                     

                  


          

           

        

         


      

      
        20