AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.3

AMENDMENT TO EMPLOYMENT AGREEMENT

This sets forth the terms of an Amendment to the Employment Agreement made as of January 1, 2016 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 located in Dewitt, New York (collectively, the “Employer”), and (ii) XXXXXX X. XXXXXX, an individual currently residing at Syracuse, New York (“Employee”). This Amendment is effective as of June 1, 2018.

RECITALS

A. Pursuant to the terms of the January 1, 2016 Employment Agreement between Employee and Employer (“Employment Agreement”), Employee is currently employed as Chief Credit Officer and Senior Vice President of Employer.

B. Upon the recommendation of Employer’s President and Chief Executive Officer, Employer’s Board of Directors has approved Employee’s promotion into the position of Chief Credit Officer and Executive Vice President.

C. To reflect Employee’s promotion into the position of Chief Credit Officer and Executive Vice President, Employee and Employer agree to amend the Employment Agreement as follows:

TERMS

1.       Paragraph 1(a) of the Employment Agreement is amended and restated to provide in its entirety as follows:

(a)       Term. During the period that begins on January 1, 2016 and ends on May 31, 2018, Employer shall continue to employ Employee, and Employee shall continue to serve, as Chief Credit Officer and Senior Vice President, for CBSI and CBNA. During the period that begins on June 1, 2018 and ends on December 31, 2018, Employer shall employ Employee, and Employee shall serve, as Chief Credit Officer and Executive Vice President, for CBSI and CBNA, subject to termination as provided in paragraph 3 hereof. The combined period that begins on January 1, 2016 and ends on December 31, 2018 is referred to in this Agreement as the “Period of Employment.”

2.       Paragraph 1(b) of the Employment Agreement is amended by deleting the last sentence in existing paragraph 1(b) and replacing that sentence with the following:

Effective as of June 1, 2018, Employee’s Base Salary shall be increased to $325,000. Employee’s Base Salary is payable in accordance with Employer’s regular payroll practices for executive employees.

3.       Paragraph 2 of the Employment Agreement is amended and restated to provide in its entirety as follows:

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.

4.       The first sentence of paragraph 3(e) of the Employment Agreement is amended and restated to provide in its entirety as follows (with the amended portion underscored):

In the event Employer terminates Employee’s employment during the Period of Employment or within 24 months following expiration of the Period of Employment for reasons other than “cause” (as defined in paragraph 3(d)), or in the event that Employee terminates his employment with Employer during the Period of Employment for “good reason” (as defined in paragraphs 6(d)(i) or 6(d)(iii) and subject to the notice and right to cure provisions of paragraph 6(d)), then Employee shall be entitled to a severance benefit equal to the greater of (i) 175 percent of the sum of the annual Base Salary in effect at the time of termination and the most recent payment to Employee under the Management Incentive Plan, or (ii) amounts of Base Salary and expected Management Incentive Plan payments that otherwise would have been payable through the balance of the unexpired term of this Agreement.

4.       The first sentence of subparagraph 6(a)(i) of the Employment Agreement is amended and restated to provide in its entirety as follows (with the amended portion underscored):

2 

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 Employee’s 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.

5.       Except as otherwise provided in this Amendment, all of the terms and conditions of the Employment Agreement shall remain the same. Accordingly, this Amendment, read in conjunction with the Employment Agreement, constitutes the entire agreement between Employee and Employer with respect to the subject matter of the Employment Agreement.

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

	COMMUNITY BANK SYSTEM, INC.
	By:	/s/ Xxxx X. Xxxxxxxx
		Xxxx X. Xxxxxxxx
		President and Chief Executive Officer
	Date:  May 21, 2018
	COMMUNITY BANK, N.A.
	By:	/s/ Xxxxxxxxxx X. Xxxxxx
		Xxxxxxxxxx X. Xxxxxx
		Senior Vice President and Chief HR Officer
	Date:  May 21, 2018
	/s/ Xxxxxx X. Xxxxxx
	Xxxxxx X. Xxxxxx
	Date:  May 21, 2018

3