PURCHASE AND ASSUMPTION AGREEMENT dated as of July 10, 2013 between BANK OF AMERICA, NATIONAL ASSOCIATION and CHEMUNG CANAL TRUST COMPANYPurchase and Assumption Agreement • July 12th, 2013 • Chemung Financial Corp • State commercial banks • New York
This PURCHASE AND ASSUMPTION AGREEMENT, dated as of July 10, 2013 (this “Agreement”), between Bank of America, National Association, a national banking association, organized under the laws of the United States, with its principal office located in Charlotte, North Carolina (“Seller”), and Chemung Canal Trust Company, a commercial bank, organized under the laws of New York, with its principal office located in Elmira, New York (“Purchaser”).
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • June 2nd, 2023 • Chemung Financial Corp • State commercial banks • New York
THIS CHANGE OF CONTROL AGREEMENT (“Agreement”) is hereby entered into on this 1st day of June, 2023, and effective as of July 1, 2023, by and between CHEMUNG CANAL TRUST COMPANY, a trust company chartered under the laws of the State of New York with its principal office located at One Chemung Canal Plaza, Elmira, New York 14902 (“Bank”), and DALE M. McKIM, III (“Executive”). Any reference to the “Company” shall mean Chemung Financial Corporation, the stock holding company of the Bank, or any successor thereto.
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • January 8th, 2018 • Chemung Financial Corp • State commercial banks • New York
This Change of Control Agreement (“Agreement”) is hereby entered into on this 3rd day of January 2018, by and between CHEMUNG CANAL TRUST COMPANY, a trust company chartered under the laws of the State of New York with its principal office located at One Chemung Canal Plaza, Elmira, New York 14902 (“Bank”), and Daniel Fariello, of 14 Carlson Way, Clifton Park, NY 12065 (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2005 • Chemung Financial Corp • State commercial banks
THIS EMPLOYMENT CONTRACT made the 8th day of November, 2000, between CHEMUNG CANAL TRUST COMPANY, a New York trust company with its principal office and place of business now located at One Chemung Canal Plaza, Elmira, New York 14902, hereinafter sometimes referred as the "Bank," and THOMAS C. KARSKI, residing at 100 Evergreen Drive, Elmira, New York 14905, hereinafter sometimes referred to as the "Employee,"
ContractEmployment Contract • March 24th, 2003 • Chemung Financial Corp • State commercial banks
THIS EMPLOYMENT CONTRACT made the 8th day of November, 2001, between CHEMUNG CANAL TRUST COMPANY, a New York trust company with its principal office and place of business now located at One Chemung Canal Plaza, Elmira, New York 14902, hereinafter sometimes referred as the "Bank," and JAN P. UPDEGRAFF, residing at 158 Coleman Avenue, Elmira, New York 14905, hereinafter sometimes referred to as the "Employee,"
TRUST COMPANY AGREEMENT AND PLAN OF MERGER by and among CHEMUNG CANAL TRUST COMPANY PARTNERS TRUST FINANCIAL GROUP, INC. PARTNERS TRUST BANK and upon organization, PARTNERS LIMITED TRUST CO. Dated as of October 11, 2006 TRUST COMPANY AGREEMENT AND...Trust Company Agreement and Plan of Merger • October 12th, 2006 • Chemung Financial Corp • State commercial banks • New York
THIS TRUST COMPANY AGREEMENT AND PLAN OF MERGER, dated as of October 11, 2006 (this "Agreement"), is made by and among Partners Trust Financial Group, Inc., a Delaware corporation ("Parent"), Partners Trust Bank, a federal savings association and a wholly owned subsidiary of Parent ("Partners Trust" and, together with Trust Company (as defined below) "Seller") and Chemung Canal Trust Company, a New York State bank and trust company ("Purchaser"), and is to be joined by Partners Limited Trust Co., a New York State limited trust company to be formed as a wholly owned subsidiary of Parent ("Trust Company").
ContractChemung Financial Corp • March 24th, 2003 • State commercial banks
THIS EMPLOYMENT CONTRACT made the 8th day of November, 2001, between CHEMUNG CANAL TRUST COMPANY, a New York trust company with its principal office and place of business now located at One Chemung Canal Plaza, Elmira, New York 14902, hereinafter sometimes referred as the "Bank," and JAMES E. COREY III, residing at 916 Deerfield Road, Elmira, New York 14905, hereinafter sometimes referred to as the "Employee,"
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 24th, 2011 • Chemung Financial Corp • State commercial banks • New York
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective as of the 1st day of January, 2011, between Capital Bank & Trust Company, a banking company organized and existing under the laws of the State of New York (the “Bank”), with its principal place of business at 1375 Washington Avenue, Albany, New York 12206 and Steven J. Owens, an individual residing at 11 Wayfield Lane, Cohoes, New York 12047 (the “Executive”).
MEMORANDUMChemung Financial Corp • March 12th, 2004 • State commercial banks
The following motion was approved by the Personnel Committee at their meeting held on December 9, 2003 and passed by the Board of Directors at their meeting held on December 10, 2003. Mr. Ugehtta entertained the following motion:
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • March 13th, 2024 • Chemung Financial Corp • State commercial banks • New York
THIS CHANGE OF CONTROL AGREEMENT (“Agreement”) is hereby entered into on this 18th day of December, 2019, by and between CHEMUNG CANAL TRUST COMPANY, a trust company chartered under the laws of the State of New York with its principal office located at One Chemung Canal Plaza, Elmira, New York 14902 (“Bank”), and PETER K. COSGROVE (“Executive”). Any reference to the “Company” shall mean Chemung Financial Corporation, the stock holding company of the Bank, or any successor thereto.
EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • November 9th, 2006 • Chemung Financial Corp • State commercial banks • New York
THIS AGREEMENT, entered into as of the 20th day of September, 2006, by and between CHEMUNG CANAL TRUST COMPANY (the "Bank"), a New York banking corporation having an office located at One Chemung Canal Plaza, P.O. Box 1522, Elmira, New York 14902-1522, and RONALD M. BENTLEY, residing at 30 Springfield Drive, Voorheesville, New York 12186 (the "Executive"),
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • November 9th, 2006 • Chemung Financial Corp • State commercial banks • New York
THIS AGREEMENT, entered into as of the 20th day of September, 2006, by and between CHEMUNG CANAL TRUST COMPANY (the "Bank"), a New York banking corporation having an office located at One Chemung Canal Plaza, P.O. Box 1522, Elmira, New York 14902-1522, and RONALD M. BENTLEY, residing at 30 Springfield Drive, Voorheesville, New York 12186 (the "Executive"),
Voting AgreementVoting Agreement • October 20th, 2010 • Chemung Financial Corp • State commercial banks • New York
WHEREAS, Chemung Financial Corporation ("CFC"), and Fort Orange Financial Corp. ("FOFC") have entered into an Agreement and Plan of Merger dated as of October 14, 2010 (the "Merger Agreement"), pursuant to which, subject to the terms and conditions set forth therein: (a) FOFC will merge with and into CFC, with CFC surviving the merger (the "Merger"); and (b) shareholders of FOFC will receive Merger Consideration, as defined in the Merger Agreement, from CFC in exchange for each share of FOFC Common Stock outstanding on the Closing Date; and
INCENTIVE STOCK OPTION AWARD AGREEMENTIncentive Stock Option Award Agreement • June 21st, 2021 • Chemung Financial Corp • State commercial banks • New York
This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2021 Equity Incentive Plan (the “Plan”) of Chemung Financial Corporation (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee of the Board of Directors of the Company (“Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will include the parent and all present and future subsi
AGREEMENT AND PLAN OF MERGER DATED AS OF October 14, 2010 BY AND BETWEEN CHEMUNG FINANCIAL CORPORATION AND FORT ORANGE FINANCIAL CORP.Agreement and Plan of Merger • October 20th, 2010 • Chemung Financial Corp • State commercial banks • New York
SETTLEMENT AGREEMENT AND WAIVER AND RELEASESettlement Agreement • November 14th, 2011 • Chemung Financial Corp • State commercial banks • New York
This SETTLEMENT AGREEMENT AND WAIVER AND RELEASE (the “Settlement Agreement”) is entered into July 5th, 2011 by and among PETER D. CUREAU, an individual residing at 60 Esopus Drive, Clifton Park, New York 12065 (“Cureau”), CHEMUNG FINANCIAL CORPORATION, a New York corporation and registered financial holding company (“CFC”) and CHEMUNG CANAL TRUST COMPANY, a New York chartered commercial bank organized and existing under the laws of the State of New York and wholly owned subsidiary of CFC (“Chemung Bank”) and together with CFC referred to as “CHEMUNG”). Both CFC and Chemung Bank have their principal place of business at One Chemung Canal Plaza, Elmira, New York 14902-1522.
EMPLOYMENT CONTRACT ADDENDUMChemung Financial Corp • March 15th, 2007 • State commercial banks
Reference is made to a certain Employment Contract dated November 8, 2000 (referred to herein as the "Agreement), by and between CHEMUNG CANAL TRUST COMPANY, a New York banking corporation located at One Chemung Canal Plaza, P.O. Box 1522, Elmira, New York 14902-1522 (therein referred to as the "Bank"), and JAN P. UPDEGRAFF, now residing at 158 Coleman Avenue, Elmira, New York 14905 (therein referred to as the "Employee").
NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • June 21st, 2021 • Chemung Financial Corp • State commercial banks • New York
This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2021 Equity Incentive Plan (the “Plan”) of Chemung Financial Corporation (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided, or made available, to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee of the Board of Directors of the Company (“Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will include the parent and all pres
POST-EMPLOYMENT CONSULTING AGREEMENTPost-Employment Consulting Agreement • June 29th, 2023 • Chemung Financial Corp • State commercial banks • New York
This Agreement is made this 26th day of June 2023 (the “Effective Date”) by and between CHEMUNG CANAL TRUST COMPANY (the “Bank”), a New York trust company with its principal office at One Chemung Canal Plaza, Elmira, New York 14901 and Karl F. Krebs (the “Consultant”) residing at 13803 Tributary Court, Davidson, North Carolina 20836.
PURCHASE AND ASSUMPTION AGREEMENT by and between Manufacturers and Traders Trust Company ("Seller") and Chemung Canal Trust Company ("Purchaser") PagePurchase and Assumption Agreement • December 4th, 2007 • Chemung Financial Corp • State commercial banks • New York
THIS PURCHASE AND ASSUMPTION AGREEMENT (this "Agreement") is entered into as of November 30, 2007 by and between Manufacturers and Traders Trust Company having its principal office at One M&T Plaza, Buffalo, New York 14203 ("Seller"), a New York state-chartered bank and a wholly owned subsidiary of M&T Bank Corporation ("M&T"), and Chemung Canal Trust Company, having its principal office at One Chemung Canal Plaza,Elmira, New York 14901 ("Purchaser"), a New York state- chartered bank and a wholly owned subsidiary of Chemung Financial Corporation.
VOTING AND NON-COMPETITION AGREEMENTVoting and Non-Competition Agreement • October 20th, 2010 • Chemung Financial Corp • State commercial banks • New York
WHEREAS, Chemung Financial Corporation ("CFC"), and Fort Orange Financial Corp. ("FOFC") have entered into an Agreement and Plan of Merger dated as of October 14, 2010 (the "Merger Agreement"), pursuant to which, subject to the terms and conditions set forth therein: (a) FOFC will merge with and into CFC, with CFC surviving the merger (the "Merger"); and (b) shareholders of FOFC will receive Merger Consideration, as defined in the Merger Agreement, from CFC in exchange for each share of FOFC Common Stock outstanding on the Closing Date; and
EMPLOYMENT CONTRACT ADDENDUMEmployment Contract • March 13th, 2008 • Chemung Financial Corp • State commercial banks
Reference is made to a certain Employment Contract dated November 8, 2001 (referred to herein as the "Agreement), by and between CHEMUNG CANAL TRUST COMPANY, a New York banking corporation located at One Chemung Canal Plaza, P.O. Box 1522, Elmira, New York 14902-1522 (therein referred to as the "Bank"), and JAN P. UPDEGRAFF, (therein referred to as the "Employee").
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • May 18th, 2012 • Chemung Financial Corp • State commercial banks • New York
POST-EMPLOYMENT CONSULTING AGREEMENTPost-Employment Consulting Agreement • December 22nd, 2017 • Chemung Financial Corp • State commercial banks • New York
This Agreement is made this 20th day of December, 2017 (the “Effective Date”) by and between CHEMUNG CANAL TRUST COMPANY (the “Bank”), a New York banking organization with its principal office at One Chemung Canal Plaza, Elmira, New York 14901 and RONALD M. BENTLEY (the “Consultant”) residing at 17587 Greens Corner Road, Culpeper, VA 22701.
Restricted Stock AwardEquity Incentive Plan • June 21st, 2021 • Chemung Financial Corp • State commercial banks • New York
This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2021 Equity Incentive Plan (the “Plan”) of Chemung Financial Corporation (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided or made available to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee of the Board of Directors of the Company (“Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requi
AGREEMENTAgreement • October 20th, 2010 • Chemung Financial Corp • State commercial banks • New York
This AGREEMENT (the "Agreement") is entered into and effective as of October 20, 2010 by and among PETER D. CUREAU, an individual residing at 60 Esopus Drive, Clifton Park, New York 12065 (the "Executive"), CAPITAL BANK & TRUST COMPANY, a banking company organized and existing under the laws of the State of New York (the "Bank"), and FORT ORANGE FINANCIAL CORP., a corporation incorporated under the laws of the State of Delaware (the "Parent"). Bank and Parent both have their principal place of business at 1375 Washington Avenue, Albany, New York 12206 and are sometimes collectively referred to herein as the "Bank Parties".
Agreement and Plan of Merger By And Among Chemung Financial Corporation, Chemung Merger Sub, Inc. and Canton Bancorp, Inc.Agreement and Plan of Merger • January 22nd, 2009 • Chemung Financial Corp • State commercial banks • New York
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • September 1st, 2015 • Chemung Financial Corp • State commercial banks • New York
This Change of Control Agreement (“Agreement”) is hereby entered into on this 28th day of August, 2015, by and between CHEMUNG CANAL TRUST COMPANY, a trust company chartered under the laws of the State of New York with its principal office located at One Chemung Canal Plaza, Elmira, New York 14902 (“Bank”), and Anders M. Tomson, of 29 Westover Road, Slingerlands, NY 12159 (“Executive”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 13th, 2008 • Chemung Financial Corp • State commercial banks • New York
This Change of Control Agreement ("Agreement") is hereby entered into on this 23rd day of August, 2007, by and between CHEMUNG CANAL TRUST COMPANY, a trust company chartered under the laws of the State of New York with its principal office located at One Chemung Canal Plaza, Elmira, New York 14902 ("Bank"), and JOHN R. BATTERSBY, JR., ("Executive").
EMPLOYMENT AGREEMENTEmployment Agreement • March 12th, 2004 • Chemung Financial Corp • State commercial banks
THIS EMPLOYMENT CONTRACT made the 10th day of November, 1999, between CHEMUNG CANAL TRUST COMPANY, a New York trust company with its principal office and place of business now located at One Chemung Canal Plaza, Elmira, New York 14902, hereinafter sometimes referred to as the "Bank," and MELINDA A. SARTORI, residing at 807 Euclid Avenue, Elmira, New York 14905 hereinafter sometimes referred to as the "Employee,"
