ITEM 8.01 OTHER EVENTS

On January 4, 2021, Chemung Canal Trust Company (the "Bank"), a subsidiary of Chemung Financial Corporation (the "Corporation"), and Jeffrey P. Kenefick, Regional President, executed a Change of Control Agreement (the "Agreement"). The Agreement provides that if, during the 12 month period after the occurrence of a Change of Control, as defined in the Agreement: i) Mr. Kenefick's employment is terminated by the Bank without Cause (also as defined in the Agreement); or ii) Mr. Kenefick terminates his employment with the Bank for Good Reason (also as defined in the Agreement), the Bank shall pay to Mr. Kenefick, in addition to any other compensation or benefits due to him, an amount equal to two (2.00) times the highest annual compensation (salary and bonuses) paid by the Bank to Mr. Kenefick for any of the two (2) calendar years ending with the year in which his employment is terminated. The severance payment would be paid in equal monthly installments for the 24 months immediately following the effective date of the termination of Mr. Kenefick's employment. The Agreement provides further that it is subject to all applicable laws and regulations and that the amount payable to Mr. Kenefick is subject to reduction to the extent necessary to ensure that such payment is not an "excess parachute payment" as defined in Section 280G of the Internal Revenue Code.

The forgoing description does not purport to be complete and it is qualified in its entirety to references to the change in control agreement that is attached hereto as Exhibit 10.1 of this Form 8-K, and is incorporated by reference.

ITEM 9.01 Financial Statements and Exhibits






(d) Exhibits



Exhibit No.

   10.1       Change of Control Agreement dated January 4, 2021 between Chemung Canal
            Trust Company and Jeffrey P. Kenefick, Regional President

   99.1       Press Release of Chemung Canal Trust Company dated January 4, 2021

    104     Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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