Common use of Duties During the Period of Employment Clause in Contracts

Duties During the Period of Employment. Employee shall have full responsibility, subject to the control of the Board and Employer’s President and Chief Executive Officer or authorized designee, for the supervision of all aspects of Employer’s lending and credit operations, including all activities related to commercial lending, residential lending, direct and indirect consumer lending, credit administration, cash management and regional banking, and the discharge of such other duties and responsibilities to Employer as may from time to time be reasonably assigned to Employee by the Employer’s President and Chief Executive Officer, or the authorized designee of the Board of Directors. Employee shall report to the Executive Vice President and Chief Operating Officer of Employer or to such other officer as designated by Employer’s President and Chief Executive Officer. 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, civic and charitable organizations, provided that such services and affiliations are not inconsistent with and do not unreasonably interfere with the performance of Employee’s duties under this Agreement. 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 on behalf of Employer or any of its affiliates.

Duties During the Period of Employment. As Employer’s Executive Vice President and Chief Financial Officer, Employee shall have full responsibility, subject to the control of the Board and Employer’s President and Chief Executive Officer or and/or the authorized designeedesignee of Employer’s Board of Directors, for the supervision of all assigned aspects of Employer’s lending business and credit operations, including all activities related to commercial lendingfinance, residential lending, direct accounting and indirect consumer lending, credit administration, cash management and regional bankinginvestor relations, and the discharge of such other duties and responsibilities to Employer Employer, not inconsistent with such position, as may from time to time be reasonably assigned to Employee by the Employer’s President and Chief Executive Officer, or the authorized designee of the Employer’s Board of Directors. Employee shall report to the Executive Vice President and Chief Operating Officer of Employer or to such other officer as designated by Employer’s President and Chief Executive Officer. 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, and business, civic and charitable organizations, provided that such services and affiliations are not inconsistent with and do not unreasonably interfere with the performance of Employee’s duties under this Agreement. Employee shall serve on the Board of Directors of, or as an officer of, 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 on behalf services to affiliates of Employer or any of its affiliatesEmployer.

Duties During the Period of Employment. As Employer’s Executive Vice President and Chief Operating Officer, Employee shall have full responsibility, subject to the control of the Board and Employer’s President and Chief Executive Officer or and/or the authorized designeedesignee of Employer’s Board of Directors, for the supervision of all assigned aspects of Employer’s lending business and credit operations, including all activities related to commercial lendingbanking, residential lendingoperations, direct wealth management, insurance and indirect consumer lending, credit administration, cash management and regional bankingemployee benefit services, and the discharge of such other duties and responsibilities to Employer Employer, not inconsistent with such position, as may from time to time be reasonably assigned to Employee by the Employer’s President and Chief Executive Officer, or the authorized designee of the Employer’s Board of Directors. Employee shall report to the Executive Vice President and Chief Operating Officer of Employer or to such other officer as designated by Employer’s President and Chief Executive Officer. 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, and business, civic and charitable organizations, provided that such services and affiliations are not inconsistent with and do not unreasonably interfere with the performance of Employee’s duties under this Agreement. Employee shall serve on the Board of Directors of, or as an officer of, 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 on behalf services to affiliates of Employer or any of its affiliatesEmployer.

Duties During the Period of Employment. Employee shall have full responsibility, subject to the control of the Board and Employer’s President and Chief Executive Officer or authorized designee, Board of Directors for the supervision of all aspects of Employer’s lending business and credit operations, including all activities related to commercial lending, residential lending, direct and indirect consumer lending, credit administration, cash management and regional banking, and the discharge of such other duties and responsibilities to Employer Employer, not inconsistent with such position, as may from time to time be reasonably assigned to Employee by the Employer’s President and Chief Executive Officer, or the authorized designee of the Board of Directors. Employee shall report to the Executive Vice President and Chief Operating Officer of Employer or to such other officer as designated by Employer’s President and Chief Executive OfficerBoard 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, and business, civic and charitable organizations, ; provided that such services and affiliations are not inconsistent with and do not unreasonably 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, 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 on behalf as a Director of Employer or any of its affiliates.

Duties During the Period of Employment. As Employer’s Executive Vice President and General Counsel, Employee shall have full responsibility, subject to the control of the Board and Employer’s 's President and Chief Executive Officer or and/or the authorized designeedesignee of Employer’s Board of Directors, for the supervision of substantially all aspects of Employer's corporate governance, legal affairs, litigation, corporate secretary’s lending office, and credit operations, including all activities related to commercial lending, residential lending, direct Securities and indirect consumer lending, credit administration, cash management and regional bankingExchange Commission reporting activities, and the discharge of such other duties and responsibilities to Employer Employer, not inconsistent with such position, as may from time to time be reasonably assigned to Employee by the Employer’s 's President and Chief Executive Officer, or the authorized designee of the Employer’s Board of Directors. Employee shall report to the Executive Vice President and Chief Operating Officer of Employer or to such other officer as designated by Employer’s President and Chief Executive Officer. Employee shall devote Employee’s 's best efforts to the affairs of Employer, serve faithfully and to the best of Employee’s 's ability and devote all of Employee’s 's working time and attention, knowledge, experience, energy and skill to the business of Employer, except that Employee may affiliate with professional associations, and business, civic and charitable organizations, provided that such services and affiliations are not inconsistent with and do not unreasonably interfere with the performance of Employee’s duties under this Agreement. 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 on behalf services to affiliates of Employer or any of its affiliatesEmployer.

Duties During the Period of Employment. As Employer's Executive Vice President and Chief Financial Officer, Employee shall have full responsibility, subject to the control of the Board and Employer’s 's President and Chief Executive Officer or and/or the authorized designeedesignee of Employer's Board of Directors, for the supervision of all assigned aspects of Employer’s lending 's business and credit operations, including all activities matters related to commercial lendingfinance, residential lendingaccounting, direct investor relations, and indirect consumer lending, credit administration, cash management and regional bankingfinancial services subsidiaries, and the discharge of such other duties and responsibilities to Employer Employer, not inconsistent with such position, as may from time to time be reasonably assigned to Employee by the Employer’s 's President and Chief Executive Officer, or the authorized designee of the Employer's Board of Directors. Employee shall report to the Executive Vice President and Chief Operating Officer of Employer or to such other officer as designated by Employer’s 's President and Chief Executive Officer. Employee shall devote Employee’s 's best efforts to the affairs of Employer, serve faithfully and to the best of Employee’s 's ability and devote all of Employee’s 's working time and attention, knowledge, experience, energy and skill to the business of Employer, except that Employee may affiliate with professional associations, and business, civic and charitable organizations, provided that such services and affiliations are not inconsistent with and do not unreasonably interfere with the performance of Employee’s 's duties under this Agreement. Employee shall serve on the Board of Directors of, or as an officer of, of Employer’s '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 on behalf 's services to affiliates of Employer or any of its affiliatesEmployer.

Duties During the Period of Employment. As Employer’s Executive Vice President and General Counsel, Employee shall have full responsibility, subject to the control of the Board and Employer’s 's President and Chief Executive Officer or and/or the authorized designeedesignee of Employer’s Board of Directors, for the supervision of substantially all aspects of Employer’s lending 's corporate governance, legal affairs, and credit operations, including all activities related to commercial lending, residential lending, direct Securities and indirect consumer lending, credit administration, cash management and regional bankingExchange Commission reporting activities, and the discharge of such other duties and responsibilities to Employer Employer, not inconsistent with such position, as may from time to time be reasonably assigned to Employee by the Employer’s 's President and Chief Executive Officer, or the authorized designee of the Employer’s Board of Directors. Employee shall report to the Executive Vice President and Chief Operating Officer of Employer or to such other officer as designated by Employer’s President and Chief Executive Officer. Employee shall devote Employee’s 's best efforts to the affairs of Employer, serve faithfully and to the best of Employee’s 's ability and devote all of Employee’s 's working time and attention, knowledge, experience, energy experience and skill to the business of Employer, except that Employee may affiliate with professional associations, and business, civic and charitable organizations, provided that such services and affiliations are not inconsistent with and do not unreasonably interfere with the performance of Employee’s duties under this Agreement. Employee shall serve on the Board of Directors of, or as an officer of, 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 on behalf services to affiliates of Employer or any of its affiliatesEmployer.

Duties During the Period of Employment. As Employer’s Executive Vice President and General Counsel, Employee shall have full responsibility, subject to the control of the Board and Employer’s 's President and Chief Executive Officer or and/or the authorized designeedesignee of Employer’s Board of Directors, for the supervision of substantially all aspects of Employer’s lending 's corporate governance, legal affairs, and credit operations, including all activities related to commercial lending, residential lending, direct Securities and indirect consumer lending, credit administration, cash management and regional bankingExchange Commission reporting activities, and the discharge of such other duties and responsibilities to Employer Employer, not inconsistent with such position, as may from time to time be reasonably assigned to Employee by the Employer’s 's President and Chief Executive Officer, or the authorized designee of the Employer’s Board of Directors. Employee shall report to the Executive Vice President and Chief Operating Officer of Employer or to such other officer as designated by Employer’s President and Chief Executive Officer. Employee shall devote Employee’s 's best efforts to the affairs of Employer, serve faithfully and to the best of Employee’s 's ability and devote all of Employee’s 's working time and attention, knowledge, experience, energy experience and skill to the business of Employer, except that Employee may affiliate with professional associations, and business, civic and charitable organizations, provided that such services and affiliations are not inconsistent with and do not unreasonably interfere with the performance of Employee’s duties under this Agreement. 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 on behalf services to affiliates of Employer or any of its affiliatesEmployer.

Duties During the Period of Employment. Employee shall have full responsibility, subject to the control of the Board and Employer’s President and Chief Executive Officer or authorized designee, for the supervision of all aspects of Employer’s lending and credit operations, including all activities related to commercial lending, residential lending, direct and indirect consumer lending, credit administration, cash management and regional banking, and the discharge of such other duties and responsibilities to Employer as may from time to time be reasonably assigned to Employee by the Employer’s President and Chief Executive Officer, or the authorized designee of the Board of Directors. Employee shall report to the Executive Vice President and Chief Operating Banking Officer of Employer or to such other officer as designated by Employer’s President and Chief Executive Officer. 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, civic and charitable organizations, provided that such services and affiliations are not inconsistent with and do not unreasonably interfere with the performance of Employee’s duties under this Agreement. 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 on behalf of Employer or any of its affiliates.

Duties During the Period of Employment. As Employer’s Executive Vice President of Financial Services and Corporate Development, Employee shall have full responsibility, subject to the control of the Board and Employer’s President and Chief Executive Officer or other authorized designeedesignee of Employer’s Board of Directors, for the supervision of all assigned aspects of Employer’s lending business and credit operations, including all activities related to commercial lendingthe formulation of the strategy for the growth and development of Employer’s non-banking subsidiaries and financial services business and operations including the employee benefit and institutional trust businesses, residential lending, direct and indirect consumer lending, credit administration, cash wealth management and regional bankinginvestment advisory businesses, and insurance businesses, and the discharge of such other duties and responsibilities to Employer Employer, not inconsistent with such position, as may from time to time be reasonably assigned to Employee by the Employer’s President and Chief Executive Officer, or the authorized designee of the Employer’s Board of Directors. In this role, Employee will have oversight of Employer’s wealth management, insurance and employee benefit trust businesses with the leaders of those non-banking financial subsidiaries reporting to Employee. Employee shall report to the Executive Vice President and Chief Operating Officer of Employer or to such other officer as designated by Employer’s President and Chief Executive OfficerOfficer or other authorized designee of Employer’s Board of Directors. Prior to the second anniversary of the Start Date, Employee shall be expected to be present in Employer’s headquarters in De Xxxx, New York (the “Headquarters”), as reasonably required by Employer in order for Employee to fulfill Employee’s duties. On and following the second anniversary of the Start Date, Employee shall perform Employee’s duties in-person at the Headquarters. 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, and business, civic and charitable organizations, provided that such services and affiliations are not inconsistent with and do not unreasonably interfere with the performance of Employee’s duties under this Agreement. Employee shall serve on the Board of Directors ofshall, or as an officer of, Employer’s affiliates, without additional compensation if requested to do so by the Board of Directors of Employer, serve on the Board of Directors, or as an officer of Employer’s affiliates, without additional compensation. Employee shall receive only the compensation and other benefits described in this Agreement for Employee’s duties on behalf services to affiliates of Employer or any of its affiliates.Employer. ​

Duties During the Period of Employment. Employee shall have full responsibility, subject to the control of the Board and Employer’s President and Chief Executive Officer or authorized designee, Board of Directors for the supervision of all aspects of Employer’s lending business and credit operations, including all activities related to commercial lending, residential lending, direct and indirect consumer lending, credit administration, cash management and regional banking, and the discharge of such other duties and responsibilities to Employer as may from time to time be reasonably assigned to Employee by the Employer’s President and Chief Executive Officer, or the authorized designee of the Board of Directors. Employee shall report to the Executive Vice President and Chief Operating Officer Employer's Board of Employer or to such other officer as designated by Employer’s President and Chief Executive OfficerDirectors. 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, business and civic and charitable organizations, ; provided that such services and affiliations are not inconsistent with and do not unreasonably 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, 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 on behalf as a Director of Employer or any of its affiliates.

Duties During the Period of Employment. As Employer's Executive Vice President and General Counsel, Employee shall have full responsibility, subject to the control of the Board and Employer’s 's President and Chief Executive Officer or and/or the authorized designeedesignee of Employer's Board of Directors, for the supervision of substantially all aspects of Employer’s lending 's corporate governance, legal affairs, litigation, corporate secretary's office, and credit operations, including all activities related to commercial lending, residential lending, direct Securities and indirect consumer lending, credit administration, cash management and regional bankingExchange Commission reporting activities, and the discharge of such other duties and responsibilities to Employer Employer, not inconsistent with such position, as may from time to time be reasonably assigned to Employee by the Employer’s 's President and Chief Executive Officer, or the authorized designee of the Employer's Board of Directors. Employee shall report to the Executive Vice President and Chief Operating Officer of Employer or to such other officer as designated by Employer’s 's President and Chief Executive Officer. Employee shall devote Employee’s 's best efforts to the affairs of Employer, serve faithfully and to the best of Employee’s 's ability and devote all of Employee’s 's working time and attention, knowledge, experience, energy and skill to the business of Employer, except that Employee may affiliate with professional associations, and business, civic and charitable organizations, provided that such services and affiliations are not inconsistent with and do not unreasonably interfere with the performance of Employee’s 's duties under this Agreement. Employee shall serve on the Board of Directors of, or as an officer of, Employer’s '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 on behalf 's services to affiliates of Employer or any of its affiliatesEmployer.

Duties During the Period of Employment. Employee shall have full responsibility, subject to the control of the Board and Employer’s President and Chief Executive Officer or authorized designee, Board of Directors for the supervision of all aspects of Employer’s lending business and credit operations, including all activities related to commercial lending, residential lending, direct and indirect consumer lending, credit administration, cash management and regional banking, and the discharge of such other duties and responsibilities to Employer as may from time to time be reasonably assigned to Employee by the Employer’s President and Chief Executive Officer, or the authorized designee of the Board of Directors. Employee shall report to the Executive Vice President and Chief Operating Officer of Employer or to such other officer as designated by Employer’s President and Chief Executive OfficerBoard 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, business and civic and charitable organizations, ; provided that such services and affiliations are not inconsistent with and do not unreasonably 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, N.A., 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, 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 on behalf as a Director of Employer or any of its affiliates.

Duties During the Period of Employment. As Employer’s Executive Vice President and Chief Banking Officer, Employee shall have full responsibility, subject to the control of the Board and Employer’s President and Chief Executive Officer or and/or the authorized designeedesignee of Employer’s Board of Directors, for the supervision of all aspects of Employer’s lending banking business and credit operations, including all activities related to commercial lending, residential lending, direct and indirect consumer lending, credit administration, cash management and regional banking, and the discharge of such other duties and responsibilities to Employer Employer, not inconsistent with such, as may from time to time be reasonably assigned to Employee by the Employer’s President and Chief Executive Officer, or the authorized designee of the Board of Directors. Employee shall report to the Executive Vice President and Chief Operating Executive Officer of Employer or to such other officer as designated by Employer’s the President and Chief Executive Officer’s designee. 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, civic and charitable organizations, provided that such services and affiliations are not inconsistent with and do not unreasonably interfere with the performance of Employee’s duties under this Agreement. 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 on behalf of Employer or any of its affiliates.

Duties During the Period of Employment. Employee shall have full responsibility, subject to the control of the Board and Employer’s President and Chief Executive Officer or authorized designee, for the supervision of all aspects of Employer’s lending retail banking business and credit operations, including all activities related to commercial branch banking, mortgage lending and credit operations, and installment lending, residential lending, direct and indirect consumer lending, credit administration, cash management and regional banking, and as well as the discharge of such other duties and responsibilities to Employer as may from time to time be reasonably assigned to Employee by the Employer’s President and Chief Executive Officer, or the authorized designee of the Board of DirectorsBoard. Employee shall report to the Executive Vice President and Chief Operating Executive Officer of Employer or to such other officer as designated by Employer’s President and Chief Executive Officer. 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, civic and charitable organizations, provided that such services and affiliations are not inconsistent with and do not unreasonably interfere with the performance of Employee’s duties under this Agreement. Employee shall serve on the Board board of Directors directors of, or as an officer of, Employer’s affiliates, without additional compensation if requested to do so by the Board of Directors of EmployerBoard. Employee shall receive only the compensation and other benefits described in this Agreement for Employee’s duties on behalf of Employer or any of its affiliates.

Duties During the Period of Employment. As Employer’s Executive Vice President and General Counsel, Employee shall have full responsibility, subject to the control of the Board and Employer’s 's President and Chief Executive Officer or and/or the authorized designeedesignee of Employer’s Board of Directors, for the supervision of substantially all aspects of Employer's corporate governance, legal affairs, litigation, corporate secretary’s lending office, and credit operations, including all activities related to commercial lending, residential lending, direct Securities and indirect consumer lending, credit administration, cash management and regional bankingExchange Commission reporting activities, and the discharge of such other duties and responsibilities to Employer Employer, not inconsistent with such position, as may from time to time be reasonably assigned to Employee by the Employer’s 's President and Chief Executive Officer, or the authorized designee of the Employer’s Board of Directors. Employee shall report to the Executive Vice President and Chief Operating Officer of Employer or to such other officer as designated by Employer’s President and Chief Executive Officer. Employee shall devote Employee’s 's best efforts to the affairs of Employer, serve faithfully and to the best of Employee’s 's ability and devote all of Employee’s 's working time and attention, knowledge, experience, energy experience and skill to the business of Employer, except that Employee may affiliate with professional associations, and business, civic and charitable organizations, provided that such services and affiliations are not inconsistent with and do not unreasonably interfere with the performance of Employee’s duties under this Agreement. 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 on behalf services to affiliates of Employer or any of its affiliatesEmployer.

Duties During the Period of Employment. Employee shall have full responsibility, subject to the control of the Board and Employer’s President and Chief Executive Officer or authorized designee, Board of Directors for the supervision of all aspects of Employer’s lending business and credit operations, including all activities related to commercial lending, residential lending, direct and indirect consumer lending, credit administration, cash management and regional banking, and the discharge of such other duties and responsibilities to Employer Employer, not inconsistent with such position, as may from time to time be reasonably assigned to Employee by the Employer’s President and Chief Executive Officer, or the authorized designee of the Board of Directors. Employee shall report to the Executive Vice President and Chief Operating Officer of Employer or to such other officer as designated by Employer’s President and Chief Executive OfficerBoard 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, and business, civic and charitable organizations, ; provided that such services and affiliations are not inconsistent with and do not unreasonably interfere with the performance of Employee’s duties under this Agreement. Employee shall be expected to be present in Employer’s headquarters in DeWitt, New York as reasonably required by Employer in order for Employee to fulfill Employee’s duties. Prior to accepting a position on another public company board of directors, Employee shall comply with CBSI’s Corporate Governance Guidelines and shall advise, and obtain the consent of, the Chair of the Board and Chair of the Governance Committee. 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, 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 on behalf as a Director of Employer or any of its affiliates.

Duties During the Period of Employment. Employee shall have full responsibility, subject to the control of the Board and Employer’s President and Chief Executive Officer or authorized designee, for the supervision of all aspects of Employer’s lending and credit operations, including all activities related to commercial lending, residential lending, direct and indirect consumer lending, credit administration, cash management and regional banking, and the discharge of such other duties and responsibilities to Employer as may from time to time be reasonably assigned to Employee by the Employer’s President and Chief Executive Officer, or the authorized designee of the Board of Directors. Employee shall report to the Executive Vice President and Chief Operating Banking Officer of Employer or to such other officer as designated by Employer’s President and Chief Executive Officer. 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, and business, civic civil, and charitable organizations, provided that such services and affiliations are not inconsistent with and do not unreasonably interfere with the performance of Employee’s duties under this Agreement. Employee shall serve on the Board of Directors of, or as an officer of, 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 on behalf services to affiliates of Employer or any of its affiliatesEmployer.

Duties During the Period of Employment. As Employer’s Executive Vice President and Chief Financial Officer, Employee shall have full responsibility, subject to the control of the Board and Employer’s President and Chief Executive Officer or and/or the authorized designeedesignee of Employer’s Board of Directors, for the supervision of all assigned aspects of Employer’s lending business and credit operations, operations including all activities matters related to commercial lendingfinance, residential lendingaccounting, direct investor relations, and indirect consumer lending, credit administration, cash management and regional bankingfinancial services subsidiaries, and the discharge of such other duties and responsibilities to Employer Employer, not inconsistent with such position, as may from time to time be reasonably assigned to Employee by the Employer’s President and Chief Executive Officer, or the authorized designee of the Employer’s Board of Directors. Employee shall report to the Executive Vice President and Chief Operating Officer of Employer or to such other officer as designated by Employer’s President and Chief Executive Officer. 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 experience and skill to the business of Employer, except that Employee may affiliate with professional associations, and business, civic and charitable organizations, provided that such services and affiliations are not inconsistent with and do not unreasonably interfere with the performance of Employee’s duties under this Agreement. Employee shall serve on the Board of Directors of, or as an officer of, 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 on behalf services to affiliates of Employer or any of its affiliatesEmployer.

Duties During the Period of Employment. Employee shall have full responsibility, subject to the control of the Board and Employer’s President and Chief Executive Officer or authorized designee, for the supervision of all aspects of Employer’s lending banking business and credit operations, including all activities related to retail banking, lending and credit operations, commercial lending, residential lending, direct and indirect consumer installment lending, credit administration, cash management and regional banking, and as well as the discharge of such other duties and responsibilities to Employer as may from time to time be reasonably assigned to Employee by the Employer’s President and Chief Executive Officer, or the authorized designee of the Board of Directors. Employee shall report to the Executive Vice President and Chief Operating Executive Officer of Employer or to such other officer as designated by Employer’s President and Chief Executive Officer. 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, civic and charitable organizations, provided that such services and affiliations are not inconsistent with and do not unreasonably interfere with the performance of Employee’s duties under this Agreement. 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 on behalf of Employer or any of its affiliates.

Duties During the Period of Employment. As Employer’s Executive Vice President and Chief Banking Officer, Employee shall have full responsibility, subject to the control of the Board and Employer’s President and Chief Executive Officer or and/or the authorized designeedesignee of Employer’s Board of Directors, for the supervision of all aspects of Employer’s lending banking business and credit operations, including all activities related to commercial lending, residential lending, direct and indirect consumer lending, credit administration, cash management and regional banking, and the discharge of such other duties and responsibilities to Employer Employer, not inconsistent with such, as may from time to time be reasonably assigned to Employee by the Employer’s President and Chief Executive Officer, or the authorized designee of the Board of Directors. Employee shall report to the Executive Vice President and Chief Operating Executive Officer of Employer or to such other officer as designated by Employer’s the President and Chief Executive Officer’s designee. 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, civic and charitable organizations, provided that such services and affiliations are not inconsistent with and do not unreasonably interfere with the performance of Employee’s duties under this Agreement. Employee shall serve on the Board of Directors of, or as an officer ofofficer, of Employer’s affiliates, 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 on behalf as a Director of Employer or any of its affiliatesEmployer.

Duties During the Period of Employment. As Employer’s Executive Vice President and Chief Financial Officer, Employee shall have full responsibility, subject to the control of the Board and Employer’s 's President and Chief Executive Officer or and/or the authorized designeedesignee of Employer’s Board of Directors, for the supervision of all assigned aspects of Employer’s lending 's business and credit operations, operations including all activities matters related to commercial lendingfinance, residential lendingaccounting, direct investor relations, and indirect consumer lending, credit administration, cash management and regional bankingfinancial services subsidiaries, and the discharge of such other duties and responsibilities to Employer Employer, not inconsistent with such position, as may from time to time be reasonably assigned to Employee by the Employer’s 's President and Chief Executive Officer, or the authorized designee of the Employer’s Board of Directors. Employee shall report to the Executive Vice President and Chief Operating Officer of Employer or to such other officer as designated by Employer’s President and Chief Executive Officer. Employee shall devote Employee’s 's best efforts to the affairs of Employer, serve faithfully and to the best of Employee’s 's ability and devote all of Employee’s 's working time and attention, knowledge, experience, energy experience and skill to the business of Employer, except that Employee may affiliate with professional associations, and business, civic and charitable organizations, provided that such services and affiliations are not inconsistent with and do not unreasonably interfere with the performance of Employee’s duties under this Agreement. Employee shall serve on the Board of Directors of, or as an officer of, 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 on behalf services to affiliates of Employer or any of its affiliatesEmployer.

Duties During the Period of Employment. As Employer’s Executive Vice President and Chief Financial Officer, Employee shall have full responsibility, subject to the control of the Board and Employer’s 's President and Chief Executive Officer or and/or the authorized designeedesignee of Employer’s Board of Directors, for the supervision of all assigned aspects of Employer’s lending 's business and credit operations, operations including all activities matters related to commercial lendingfinance, residential lendingaccounting, direct investor relations, and indirect consumer lending, credit administration, cash management and regional bankingfinancial services subsidiaries, and the discharge of such other duties and responsibilities to Employer Employer, not inconsistent with such position, as may from time to time be reasonably assigned to Employee by the Employer’s 's President and Chief Executive Officer, or the authorized designee of the Employer’s Board of Directors. Employee shall report to the Executive Vice President and Chief Operating Officer of Employer or to such other officer as designated by Employer’s President and Chief Executive Officer. Employee shall devote Employee’s 's best efforts to the affairs of Employer, serve faithfully and to the best of Employee’s 's ability and devote all of Employee’s 's working time and attention, knowledge, experience, energy experience and skill to the business of Employer, except that Employee may affiliate with professional associations, and business, civic and charitable organizations, provided that such services and affiliations are not inconsistent with and do not unreasonably interfere with the performance of Employee’s duties under this Agreement. Employee shall serve on the Board of Directors of, or as an officer of, 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 on behalf services to affiliates of Employer or any of its affiliatesEmployer.