Common use of Employment; Responsibilities and Duties Clause in Contracts

Employment; Responsibilities and Duties. (a) NBTB hereby agrees to employ Executive, and Executive hereby agrees to serve as the president and chief executive officer of NBTB, during the first fifteen months of the Term of Employment and as chairman, president and chief executive officer of NBTB during the next twenty-one months of the Term of Employment. NBTB further agrees to cause NBT Bank to employ Executive, and Executive hereby agrees to serve as the chairman and chief executive officer of NBT Bank, during the first fifteen months of the Term of Employment and as chairman of the board of NBT Bank during the next twenty-one months of the Term of Employment. Executive shall have such executive duties, responsibilities, and authority as shall be set forth in the bylaws of NBTB and NBT Bank or as may otherwise be determined by NBTB. (b) Executive shall devote his full working time and best efforts to the performance of his responsibilities and duties hereunder. During the Term of Employment, Executive shall not, without the prior written consent of the Board of Directors of NBTB, render services as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than NBTB or its affiliates; provided that Executive may, where involvement in such activities does not individually or in the aggregate significantly interfere with the performance by Executive of his duties or violate the provisions of section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments, and (iii) with the prior permission of the Board of Directors of NBTB, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this section 1.

Employment; Responsibilities and Duties. (a) NBTB The Corporation hereby agrees to employ Executive, and Executive hereby agrees to serve as Executive Vice President, Strategic Support of the president Corporation, and chief executive officer of NBTBany successor to the Corporation, during the first fifteen months of the Term of Employment and (as chairman, president and chief executive officer of NBTB during the next twenty-one months of the Term of Employment. NBTB further agrees to cause NBT Bank to employ Executive, and Executive hereby agrees to serve as the chairman and chief executive officer of NBT Bank, during the first fifteen months of the Term of Employment and as chairman of the board of NBT Bank during the next twenty-one months of the Term of Employmentdefined in Section 2(b) below). Executive shall have such executive duties, responsibilities, and authority as shall be set forth in the bylaws of NBTB and NBT Bank the Corporation for such position or as may otherwise be determined by NBTBthe Corporation. During the Term of Employment, Executive shall report directly to the Chief Executive Officer of the Corporation. (b) Executive shall devote his full working time and best efforts to the performance of his responsibilities and duties hereunder. During the Term of Employment, Executive shall not, without the prior written consent of the Board Chief Executive Officer of Directors of NBTBthe Corporation, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than NBTB the Corporation or its affiliates; provided that Executive may, where involvement in such activities does not individually or in the aggregate significantly interfere with the performance by Executive of his duties or violate the provisions of section Section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investmentsinvestments in compliance with any limits or policies of the Corporation, and (iii) with the prior permission of the Board Chief Executive Officer of Directors of NBTBthe Corporation, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this section Section 1. (c) As promptly as practicable following the Commencement Date and subject to Executive meeting the qualifications for directors set forth in the Corporation’s bylaws, Executive shall be elected by the Board of Directors of the Corporation to serve as a member of such Board. Executive shall be elected to the eligible class of directors that has the longest remaining term as of the time of such election. Executive shall also be appointed to the Board of Directors of NBT Bank, N.A. in accordance with the bylaws of such bank and effective as promptly as practicable following the Commencement Date. Executive will be compensated for his service on such Boards of Directors in accordance with the applicable director compensation programs in effect from time to time, which Executive acknowledges currently provide that employee directors do not receive any board fees for service.

Employment; Responsibilities and Duties. (a) NBTB hereby agrees to employ Executive, Executive and Executive hereby agrees to serve as the president and chief executive officer of NBTB, during the first fifteen months of the Term of Employment and as chairman, president and chief executive officer of NBTB during the next twenty-one months of the Term of Employment. NBTB further agrees to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as the chairman Executive Vice President of NBTB and chief executive officer Executive Vice President of Operations and Retail Banking of NBT Bank, and of any successor organization to NBTB or NBT Bank, as applicable, during the first fifteen months of the Term of Employment and (as chairman of the board of NBT Bank during the next twenty-one months of defined in Section 2 below). During the Term of Employment. , Executive shall perform all duties and shall have such executive duties, responsibilities, the responsibilities and authority as shall be set forth in the bylaws of NBTB and or NBT Bank Bank, as applicable, or as may otherwise be determined and assigned to him by NBTBNBTB or NBT Bank. During the Term of Employment, Executive shall report directly to the Chief Executive Officer of NBTB or his designee. (b) Executive shall devote his full working time and best efforts to the performance of his responsibilities and duties hereunder. During the Term of Employment, Executive shall not, without the prior written consent of the Board chief executive officer of Directors of NBTBNBTB or his designee, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than NBTB the Company or its affiliates; provided provided, that Executive may, where involvement in such activities does not not, as reasonably determined by the Board of Directors of NBTB (the "Board"), individually or in the aggregate significantly interfere with the performance by Executive of his duties or violate the provisions of section Section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investmentsinvestments in compliance with any Company limits or policies, and (iii) with the prior permission of the Board chief executive officer of Directors of NBTBNBTB or his designee, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this section Section 1.

Employment; Responsibilities and Duties. (a) Contingent upon the occurrence of the Merger, NBTB hereby agrees to employ Executive, and Executive hereby agrees to serve as the president and chief executive officer of NBTB, during the first fifteen months of the Term of Employment and as chairman, president and chief executive officer of NBTB during the next twenty-one months of the Term of Employment. NBTB further agrees to cause NBT PA Bank to employ Executive, and Executive hereby agrees to serve as the chairman president and chief executive operating officer of NBT PA Bank, or of the northeastern Pennsylvania operations of any successor entity to PA Bank, during the first fifteen months of the Term of Employment and as chairman of the board of NBT Bank during the next twenty-one months of the Term of Employment. Executive shall have such executive duties, responsibilities, and authority as shall be set forth in the bylaws of NBTB and NBT PA or such successor entity Bank on the date of this Agreement or as may otherwise be determined by NBTB or by PA Bank or such successor entity. During the Term of Employment, Executive shall report directly to the chief executive officer of NBTB. (b) Contingent upon the occurrence of the Merger, NBTB hereby agrees to cause Executive to be reelected to the board of directors of PA Bank for successive terms throughout the Term of Employment. (c) Executive shall devote his full working time and best efforts to the performance of his responsibilities and duties hereunderhereunder and to the retention of the customer relationships to which PA Bank has been a party prior to the date of this Agreement and the expansion of the customer relationships of PA Bank subsequent to the date of this Agreement. During the Term of Employment, Executive shall not, without the prior written consent of the Board of Directors of NBTBPA Bank, render services as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than NBTB PA Bank or its affiliates; provided that Executive may, where involvement in such activities does not individually or in the aggregate significantly interfere with the performance by Executive of his duties or violate the provisions of section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments, and (iii) with the prior permission of the Board of Directors of NBTB, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this section 1.

Employment; Responsibilities and Duties. (a) NBTB hereby agrees to employ Executive, and Executive hereby agrees to serve as the president and chief executive officer of NBTB, during the first fifteen months of the Term of Employment and as chairman, president and chief executive officer of NBTB during the next twenty-one months of the Term of Employment. NBTB further agrees to cause NBT Bank to employ Executive, and Executive hereby agrees to serve as the chairman an executive vice president of NBT Bancorp Inc. and chief executive officer of NBT Bank, during the first fifteen months of the Term of Employment Employment. NBTB hereby agrees to cause NBT FSI to employ Executive, and Executive hereby agrees to serve as chairman of the board president and chief operating officer of NBT Bank FSI, during the next twenty-one months of the Term of Employment. Executive shall have such executive duties, responsibilities, and authority as shall be set forth in the bylaws of NBTB NBT Bank and NBT Bank FSI, as the case may be, or as may otherwise be determined by NBTB or by NBT Bank and NBT FSI, as the case may be, including supervisory responsibilities over the trust department of NBT Bank during the period commencing at the time of the retirement of the individual who is the chief trust officer of NBT Bank on the date of this Agreement and continuing until the Termination Date. During the Term of Employment, Executive shall report directly to the chief executive officer of NBTB. (b) NBTB hereby agrees to cause Executive to be reelected to the board of directors of NBT FSI for successive terms throughout the Term of Employment. (c) Executive shall devote his full working time and best efforts to the performance of his responsibilities and duties hereunder. During the Term of Employment, Executive shall not, without the prior written consent of the Board of Directors of NBTB or the president and chief executive officer of NBTB, render services as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than NBTB or its affiliates; provided that Executive may, where involvement in such activities does not individually or in the aggregate significantly interfere with the performance by Executive of his duties or violate the provisions of section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments, and (iii) with the prior permission of the Board of Directors of NBTB, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this section 1.

Employment; Responsibilities and Duties. (a) NBTB hereby agrees to employ Executive, Executive and Executive hereby agrees to serve as the president and chief executive officer of NBTB, during the first fifteen months of the Term of Employment and as chairman, president and chief executive officer of NBTB during the next twenty-one months of the Term of Employment. NBTB further agrees to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as the chairman Executive Vice President and chief executive officer Chief Financial Officer of NBTB and NBT Bank, and of any successor organization to NBTB or NBT Bank, as applicable, during the first fifteen months of the Term of Employment and (as chairman of the board of NBT Bank during the next twenty-one months of defined in Section 2 below). During the Term of Employment. , Executive shall perform all duties and shall have such executive duties, responsibilities, the responsibilities and authority as shall be set forth in the bylaws of NBTB and or NBT Bank Bank, as applicable, or as may otherwise be determined and assigned to her by NBTBNBTB or NBT Bank. In addition to the above responsibilities, Executive shall perform the duties of Chief Accounting Officer until that position can be filled by another suitable employee. During the Term of Employment, Executive shall report directly to the CEO of NBTB or his or her designee. (b) Executive shall devote his her full working time and best efforts to the performance of his her responsibilities and duties hereunder. During the Term of Employment, Executive shall not, without the prior written consent of the Board CEO of Directors of NBTBNBTB or his or her designee, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than NBTB the Company or its affiliates; provided provided, that Executive may, where involvement in such activities does not not, as reasonably determined by the Board of NBTB (the “Board”), individually or in the aggregate aggregate, significantly interfere with the performance by Executive of his her duties or violate the provisions of section Section 4 hereof, (i) render services to charitable organizations, (ii) manage his her personal investmentsinvestments in compliance with any Company limits or policies, and (iii) with the prior permission of the Board of Directors of NBTBor their designee, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this section Section 1.

Employment; Responsibilities and Duties. (a) NBTB hereby agrees to employ Executive, Executive and Executive hereby agrees to serve as the president and chief executive officer of NBTB, during the first fifteen months of the Term of Employment and as chairman, president and chief executive officer of NBTB during the next twenty-one months of the Term of Employment. NBTB further agrees to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as the chairman Executive Vice President, General Counsel and chief executive officer Corporate Secretary of NBTB and of NBT Bank, and of any successor organization to NBTB or NBT Bank, as applicable, during the first fifteen months of the Term of Employment and (as chairman of the board of NBT Bank during the next twenty-one months of defined in Section 2 below). During the Term of Employment. , Executive shall perform all duties and shall have such executive duties, responsibilities, the responsibilities and authority as shall be set forth in the bylaws of NBTB and or NBT Bank Bank, as applicable, or as may otherwise be determined and assigned to him by NBTBNBTB or NBT Bank. During the Term of Employment, Executive shall report directly to the Chief Executive Officer of NBTB or his designee. (b) Executive shall devote his full working time and best efforts to the performance of his responsibilities and duties hereunder. During the Term of Employment, Executive shall not, without the prior written consent of the Board chief executive officer of Directors of NBTBNBTB or his designee, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than NBTB the Company or its affiliates; provided provided, that Executive may, where involvement in such activities does not not, as reasonably determined by the Board of Directors of NBTB (the "Board"), individually or in the aggregate significantly interfere with the performance by Executive of his duties or violate the provisions of section Section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investmentsinvestments in compliance with any Company limits or policies, and (iii) with the prior permission of the Board chief executive officer of Directors of NBTBNBTB or his designee, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this section Section 1.

Employment; Responsibilities and Duties. (a) NBTB Zions Bancorp hereby agrees to employ Executive, and Executive hereby agrees to serve as the president and chief executive officer of NBTB, during the first fifteen months and member of the Term Board of Employment Directors of Pitkin and as chairman, president and chief executive officer of NBTB any depository institution which is successor-in-interest thereto ("Pitkin" hereafter to include any depository institution which is successor-in-interest thereto) during the next twenty-one months of the Term of Employment. NBTB further agrees to cause NBT Bank to employ Executive, and Executive hereby agrees to serve as the chairman and chief executive officer of NBT Bank, during the first fifteen months of the Term of Employment and as chairman of the board of NBT Bank during the next twenty-one months of the Term of Employment. Executive shall have such executive duties, responsibilities, and authority of an executive nature as shall be set forth in the bylaws of NBTB and NBT Bank Pitkin on the date of this Agreement or as may otherwise be determined by NBTBZions Bancorp or by Pitkin. (b) Zions Bancorp hereby agrees to retain Executive as a member of the Board of Directors of Pitkin and as chief executive officer of Pitkin during the Term of Employment and to cause his re-election and re-appointment, as necessary, throughout the Term of Employment. (c) Executive shall devote his full working time and best efforts to the performance of his responsibilities and duties hereunderhereunder and to the performance of similar responsibilities and duties with respect to affiliates of Pitkin located in the State of Colorado. During the Term of Employment, Executive shall not, without the prior written consent of the Board of Directors of NBTBZions Bancorp, render services as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than NBTB Zions Bancorp or its Pitkin or their affiliates; provided that Executive may, where involvement in such activities does not individually or in the aggregate significantly interfere with the performance by Executive of his duties or violate the provisions of section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments, and (iii) with the prior permission of the Board of Directors of NBTBZions Bancorp, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this section 1.

Employment; Responsibilities and Duties. (a) NBTB hereby agrees to employ Executive, Executive and Executive hereby agrees to serve as the president and chief executive officer of NBTB, during the first fifteen months of the Term of Employment and as chairman, president and chief executive officer of NBTB during the next twenty-one months of the Term of Employment. NBTB further agrees to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as the chairman Executive Vice President and chief executive officer President of Wealth Management of NBTB and NBT Bank, and of any successor organization to NBTB or NBT Bank, as applicable, during the first fifteen months of the Term of Employment and (as chairman of the board of NBT Bank during the next twenty-one months of defined in Section 2 below). During the Term of Employment. , Executive shall perform all duties and shall have such executive duties, responsibilities, the responsibilities and authority as shall be set forth in the bylaws of NBTB and or NBT Bank Bank, as applicable, or as may otherwise be determined and assigned to her by NBTBNBTB or NBT Bank. During the Term of Employment, Executive shall report directly to the Chief Executive Officer of NBTB or his designee. (b) Executive shall devote his her full working time and best efforts to the performance of his her responsibilities and duties hereunder. During the Term of Employment, Executive shall not, without the prior written consent of the Board Chief Executive Officer of Directors of NBTBNBTB or his designee, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than NBTB the Company or its affiliates; provided provided, that Executive may, where involvement in such activities does not not, as reasonably determined by the Board of Directors of NBTB (the “Board”), individually or in the aggregate aggregate, significantly interfere with the performance by Executive of his her duties or violate the provisions of section Section 4 hereof, (i) render services to charitable organizations, (ii) manage his her personal investmentsinvestments in compliance with any Company limits or policies, and (iii) with the prior permission of the Board Chief Executive Officer of Directors of NBTBNBTB or his designee, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this section Section 1.

Employment; Responsibilities and Duties. (a) NBTB The Corporation hereby agrees to employ Executive and to cause the Corporation and any successor organization to the Corporation to employ Executive, and Executive hereby agrees to serve as the president and chief executive officer of NBTB, during the first fifteen months Chief Financial Officer of the Term of Employment Corporation and any successor organization to the Corporation, as chairman, president and chief executive officer of NBTB applicable during the next twenty-one months of the Term of Employment. NBTB further agrees to cause NBT Bank to employ Executive, and Executive hereby agrees to serve as the chairman and chief executive officer of NBT Bank, during the first fifteen months of the Term of Employment and as chairman of the board of NBT Bank during the next twenty-one months of the Term of Employment. Executive shall have such executive duties, responsibilities, and authority as shall be set forth in the bylaws of NBTB and NBT Bank the Corporation or as may otherwise be determined by NBTBthe Corporation. (b) Executive shall diligently and conscientiously devote his full and exclusive working time and best efforts to the performance of his responsibilities and duties hereunder. During the Term of Employment, Executive shall not, without the prior written consent of the Chairman of the Board of Directors of NBTBthe Corporation (the “Chairman”), render services as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than NBTB the Corporation or its affiliates; provided that Executive may, where involvement in such activities does not individually or in the aggregate significantly interfere with the performance by Executive of his duties or violate the provisions of section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments, and (iii) with the prior permission of the Board of Directors of NBTBChairman, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this section 1. (c) Executive shall at all times discharge his duties in consultation with, and under the supervision of the Corporation’s Board of Directors. In the performance of his duties, Executive shall make his own principal office in such place as the Corporation’s Board of Directors and Executive may from time to time agree.

Employment; Responsibilities and Duties. (a) NBTB hereby agrees to employ Executive, Executive and Executive hereby agrees to serve as the president and chief executive officer of NBTB, during the first fifteen months of the Term of Employment and as chairman, president and chief executive officer of NBTB during the next twenty-one months of the Term of Employment. NBTB further agrees to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as the chairman Executive Vice President, Chief Risk Officer and chief executive officer Chief Credit Officer of NBTB and NBT Bank, and of any successor organization to NBTB or NBT Bank, as applicable, during the first fifteen months of the Term of Employment and (as chairman of the board of NBT Bank during the next twenty-one months of defined in Section 2 below). During the Term of Employment. , Executive shall perform all duties and shall have such executive duties, responsibilities, the responsibilities and authority as shall be set forth in the bylaws of NBTB and or NBT Bank Bank, as applicable, or as may otherwise be determined and assigned to her by NBTBNBTB or NBT Bank. During the Term of Employment, Executive shall report directly to the Chief Executive Officer of NBTB or his designee. (b) Executive shall devote his her full working time and best efforts to the performance of his her responsibilities and duties hereunder. During the Term of Employment, Executive shall not, without the prior written consent of the Board Chief Executive Officer of Directors of NBTBNBTB or his designee, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than NBTB the Company or its affiliates; provided provided, that Executive may, where involvement in such activities does not not, as reasonably determined by the Board of Directors of NBTB (the “Board”), individually or in the aggregate significantly interfere with the performance by Executive of his her duties or violate the provisions of section Section 4 hereof, (i) render services to charitable organizations, (ii) manage his her personal investmentsinvestments in compliance with any Company limits or policies, and (iii) with the prior permission of the Board Chief Executive Officer of Directors of NBTB, NBTB or his designee hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this section Section 1.

Employment; Responsibilities and Duties. (a) NBTB hereby agrees to employ Executive, Executive and Executive hereby agrees to serve as the president and chief executive officer of NBTB, during the first fifteen months of the Term of Employment and as chairman, president and chief executive officer of NBTB during the next twenty-one months of the Term of Employment. NBTB further agrees to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as the chairman Executive Vice President, General Counsel and chief executive officer Corporate Secretary of NBTB and NBT Bank, and of any successor organization to NBTB or NBT Bank, as applicable, during the first fifteen months of the Term of Employment and (as chairman of the board of NBT Bank during the next twenty-one months of defined in Section 2 below). During the Term of Employment. , Executive shall perform all duties and shall have such executive duties, responsibilities, the responsibilities and authority as shall be set forth in the bylaws of NBTB and or NBT Bank Bank, as applicable, or as may otherwise be determined and assigned to him by NBTBNBTB or NBT Bank. During the Term of Employment, Executive shall report directly to the Chief Executive Officer of NBTB or his designee. (b) Executive shall devote his full working time and best efforts to the performance of his responsibilities and duties hereunder. During the Term of Employment, Executive shall not, without the prior written consent of the Board Chief Executive Officer of Directors of NBTBNBTB or his designee, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than NBTB the Company or its affiliates; provided provided, that Executive may, where involvement in such activities does not not, as reasonably determined by the Board of Directors of NBTB (the “Board”), individually or in the aggregate aggregate, significantly interfere with the performance by Executive of his duties or violate the provisions of section Section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investmentsinvestments in compliance with any Company limits or policies, and (iii) with the prior permission of the Board Chief Executive Officer of Directors of NBTBNBTB or his designee, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this section Section 1.

Employment; Responsibilities and Duties. (a) NBTB The Company hereby agrees to employ ExecutiveGisi, and Executive hereby xxd Gisi xxxeby agrees to serve serve, as the president and chief executive officer a Senior Vice President of NBTB, Zions Bancorp during the first fifteen months of the Term of Employment and as chairmandefined in Section 2 hereof, president and chief executive officer of NBTB during the next twenty-one months of the Term of Employment. NBTB further agrees to cause NBT Bank to employ Executive, and Executive hereby agrees to serve as the chairman and chief executive officer of NBT Bank, during the first fifteen months of the Term of Employment and as chairman of the board of NBT Bank during the next twenty-one months of the Term of Employment. Executive shall have with such executive duties, responsibilities, responsibilities and authority as shall be set forth in the bylaws Bylaws of NBTB and NBT Bank Zions Bancorp or as may otherwise be determined by NBTB.Zions Bancorp; (b) Zions Bancorp hereby agrees to cause the election of Gisi xx each of the Board of Directors of Zions Arizona, the Board of Directors of Zions Mortgage Company and the Board of Directors of Zions Investment Securities, Inc. (each, a "Board" and collectively, the "Boards") at the first regular meeting of each Board during the Term of Employment and thereafter to cause his re-election to each Board throughout the Term of Employment, and Gisi xxxeby agrees to serve as a member of each Board upon his election and re-election thereto during the Term of Employment. (c) Zions Bancorp hereby agrees to appoint Gisi, xxd Gisi xxxeby agrees to serve, upon the Executive Management Committee of Zions Bancorp during the Term of Employment. (d) Zions Arizona hereby agrees to employ Gisi, xxd Gisi xxxeby agrees to serve, as Chairman of the Board of Directors and Chief Executive Officer of Zions Arizona during the Term of Employment, with such duties, responsibilities and authority as shall be set forth in the Bylaws of Zions Arizona or as may otherwise be determined by Zions Arizona. (e) Gisi xxxll devote his full working time and best efforts to the performance of his responsibilities and duties hereunder. During the Term of Employment, Executive shall not, Gisi xxxll not without the prior written consent of the Board respective Boards of Directors of NBTBZions Bancorp and Zions Arizona, render services as an employee, independent contractor, contractor or otherwise, whether or not compensated, to any person or entity other than NBTB Zions Bancorp and Zions Arizona to which Gisi xx not rendering such services as of the date hereof and which person or its affiliatesentity is not set forth in Schedule A hereof; provided provided, however, that Executive mayGisi xxx, where involvement in such activities does do not individually or in the aggregate significantly interfere with the performance by Executive of Gisi xx his duties or violate the provisions of section 4 Section 5 hereof, (i) render services to charitable organizationsorganizations or manage his personal investments or, (ii) manage his personal investments, and (iii) with the prior permission of the Board respective Boards of Directors of NBTBZions Bancorp and Zions Arizona, hold such other directorships or part-time academic appointments or have such other business affiliations as which would otherwise be prohibited under this section Section 1.

Employment; Responsibilities and Duties. (a) NBTB The Corporation hereby agrees to employ Executive and to cause the Corporation and any successor organization to the Corporation to employ Executive, and Executive hereby agrees to serve as the president President and chief executive officer of NBTB, during the first fifteen months Chief Executive Officer of the Term of Employment Corporation and any successor organization to the Corporation, as chairman, president and chief executive officer of NBTB applicable during the next twenty-one months of the Term of Employment. NBTB further agrees to cause NBT Bank to employ Executive, and Executive hereby agrees to serve as the chairman and chief executive officer of NBT Bank, during the first fifteen months of the Term of Employment and as chairman of the board of NBT Bank during the next twenty-one months of the Term of Employment. Executive shall have such executive duties, responsibilities, and authority as shall be set forth in the bylaws of NBTB and NBT Bank the Corporation or as may otherwise be determined by NBTBthe Corporation. (b) Executive shall diligently and conscientiously devote his full and exclusive working time and best efforts to the performance of his responsibilities and duties hereunder. During the Term of Employment, Executive shall not, without the prior written consent of the Chairman of the Board of Directors of NBTBthe Corporation (the “Chairman”), render services as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than NBTB the Corporation or its affiliates; provided that Executive may, where involvement in such activities does not individually or in the aggregate significantly interfere with the performance by Executive of his duties or violate the provisions of section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investments, and (iii) with the prior permission of the Board of Directors of NBTBChairman, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this section 1this (c) Executive shall at all times discharge his duties in consultation with, and under the supervision of the Corporation’s Board of Directors. In the performance of his duties, Executive shall make his own principal office in such place as the Corporation’s Board of Directors and Executive may from time to time agree.

Employment; Responsibilities and Duties. (a) NBTB NBT Bank hereby agrees to employ Executive, Executive and Executive hereby agrees to serve as the president and chief executive officer of NBTB, during the first fifteen months of the Term of Employment and as chairman, president and chief executive officer of NBTB during the next twenty-one months of the Term of Employment. NBTB further agrees to cause any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as the chairman and chief executive officer Executive Vice President of Strategic Integration of NBT Bank, and of any successor organization to NBT Bank, as applicable, commencing as of August 14, 2023 and during the first fifteen months of the Term of Employment and (as chairman of the board of NBT Bank during the next twenty-one months of defined in Section 2 below). During the Term of Employment. , Executive shall perform all duties and shall have such executive duties, responsibilities, the responsibilities and authority as shall be set forth in the bylaws of NBTB and NBT Bank Bank, as applicable, or as may otherwise be determined and assigned to him by NBTBNBT Bank. During the Term of Employment, Executive shall report directly to the Chief Executive Officer of NBT Bank or his designee. (b) Executive shall devote his full working time and best efforts to the performance of his responsibilities and duties hereunder. During the Term of Employment, Executive shall not, without the prior written consent of the Board Chief Executive Officer of Directors of NBTBNBT Bank or his designee, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than NBTB the Company or its affiliates; provided provided, that Executive may, where involvement in such activities does not not, as reasonably determined by the Board of Directors of NBT Bank (the “Board”), individually or in the aggregate aggregate, significantly interfere with the performance by Executive of his duties or violate the provisions of section Section 4 hereofhereof or of the Restrictive Covenants Agreement, (i) render services to charitable organizations, (ii) manage his personal investmentsinvestments in compliance with any Company limits or policies, and (iii) with the prior permission of the Board Chief Executive Officer of Directors of NBTBNBT Bank or his designee, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this section Section 1. (c) As of August 14, 2023, Executive will be appointed (i) to the NBTB board of directors, and (ii) the NBT Bank board of directors, in accordance with the bylaws of each of NBTB and NBT Bank, respectively, for a one-year term. At the next annual stockholder meeting of each of NBTB and NBT Bank occurring after Executive’s appointment to each entity’s board of directors, and provided that Executive is a member in good standing of both the NBTB and NBT Bank board of directors, Executive will be recommended for reelection to each of the aforementioned boards.

Employment; Responsibilities and Duties. (a) NBTB hereby agrees to employ Executive, Executive and Executive hereby agrees to serve as the president and chief executive officer of NBTB, during the first fifteen months of the Term of Employment and as chairman, president and chief executive officer of NBTB during the next twenty-one months of the Term of Employment. NBTB further agrees to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as President and Chief Executive Officer (“CEO”) of NBTB and NBT Bank upon the chairman date of this Agreement (the “Commencement Date”), and chief executive officer of any successor organization to NBTB or NBT Bank, as applicable, during the first fifteen months of the Term of Employment and (as chairman of the board of NBT Bank during the next twenty-one months of defined in Section 2 below). During the Term of Employment. , Executive shall perform all duties and shall have such executive duties, responsibilities, the responsibilities and authority as shall be set forth in the bylaws of NBTB and or NBT Bank Bank, as applicable, or as may otherwise be determined and assigned to him by NBTBNBTB or NBT Bank. During the Term of Employment, Executive shall report directly to the Board of Directors of NBTB or their designee. (b) Executive shall devote his full working time and best efforts to the performance of his responsibilities and duties hereunder. During the Term of Employment, Executive shall not, without the prior written consent of the Board of Directors of NBTBor their designee, respectively, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than NBTB the Company or its affiliates; provided provided, that Executive may, where involvement in such activities does not not, as reasonably determined by the Board of Directors of NBTB (the “Board”), individually or in the aggregate significantly interfere with the performance by Executive of his duties or violate the provisions of section Section 4 hereof, (i) render services to charitable organizations, (ii) manage his personal investmentsinvestments in compliance with any Company limits or policies, and (iii) with the prior permission of the Board of Directors of NBTBor their designee, respectively, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this section Section 1.

Employment; Responsibilities and Duties. (a) NBTB hereby agrees to employ Executive, Executive and Executive hereby agrees to serve as the president and chief executive officer of NBTB, during the first fifteen months of the Term of Employment and as chairman, president and chief executive officer of NBTB during the next twenty-one months of the Term of Employment. NBTB further agrees to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as the chairman Executive Vice President, Chief Human Resources Officer, and chief executive officer Chief Ethics Officer of NBTB and of NBT Bank, and of any successor organization to NBTB or NBT Bank, as applicable, during the first fifteen months of the Term of Employment and (as chairman of the board of NBT Bank during the next twenty-one months of defined in Section 2 below). During the Term of Employment. , Executive shall perform all duties and shall have such executive duties, responsibilities, the responsibilities and authority as shall be set forth in the bylaws of NBTB and or NBT Bank Bank, as applicable, or as may otherwise be determined and assigned to her by NBTBNBTB or NBT Bank. During the Term of Employment, Executive shall report directly to the chief executive officer of NBTB or his designee. (b) Executive shall devote his her full working time and best efforts to the performance of his her responsibilities and duties hereunder. During the Term of Employment, Executive shall not, without the prior written consent of the Board chief executive officer of Directors of NBTB, NBTB or his designee render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than NBTB the Company or its affiliates; provided provided, that Executive may, where involvement in such activities does not not, as reasonably determined by the Board of Directors of NBTB (the “Board”), individually or in the aggregate significantly interfere with the performance by Executive of his her duties or violate the provisions of section Section 4 hereof, (i) render services to charitable organizations, (ii) manage his her personal investmentsinvestments in compliance with any Company limits or policies, and (iii) with the prior permission of the Board chief executive officer of Directors of NBTBNBTB or his designee, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this section Section 1.

Employment; Responsibilities and Duties. (a) NBTB hereby agrees to employ Executive, Executive and Executive hereby agrees to serve as the president and chief executive officer of NBTB, during the first fifteen months of the Term of Employment and as chairman, president and chief executive officer of NBTB during the next twenty-one months of the Term of Employment. NBTB further agrees to cause NBT Bank and any successor organization to NBT Bank to employ Executive, and Executive hereby agrees to serve as the chairman Executive Vice President of NBTB and chief executive officer President of Commercial Banking of NBT Bank, and of any successor organization to NBTB or NBT Bank, as applicable, during the first fifteen months of the Term of Employment and (as chairman of the board of NBT Bank during the next twenty-one months of defined in Section 2 below). During the Term of Employment. , Executive shall perform all duties and shall have such executive duties, responsibilities, the responsibilities and authority as shall be set forth in the bylaws of NBTB and or NBT Bank Bank, as applicable, or as may otherwise be determined and assigned to her by NBTBNBTB or NBT Bank. During the Term of Employment, Executive shall report directly to the Chief Executive Officer of NBTB or her designee. (b) Executive shall devote his her full working time and best efforts to the performance of his her responsibilities and duties hereunder. During the Term of Employment, Executive shall not, without the prior written consent of the Board Chief Executive Officer of Directors of NBTBNBTB or her designee, render services in any capacity, whether as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than NBTB the Company or its affiliates; provided provided, that Executive may, where involvement in such activities does not not, as reasonably determined by the Board of Directors of NBTB (the "Board"), individually or in the aggregate significantly interfere with the performance by Executive of his her duties or violate the provisions of section Section 4 hereof, (i) render services to charitable organizations, (ii) manage his her personal investmentsinvestments in compliance with any Company limits or policies, and (iii) with the prior permission of the Board Chief Executive Officer of Directors of NBTB, NBTB or her designee hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this section Section 1.

Employment; Responsibilities and Duties. (a) NBTB Resulting Bank hereby agrees to employ Executive, and Executive hereby agrees to serve as the president [___________] of Resulting Bank and chief executive officer of NBTB, any depository institution which is successor-in-interest thereto ("Resulting Bank" hereafter to include any depository institution which is successor-in-interest thereto) during the first fifteen months of the Term of Employment and as chairman, president and chief executive officer of NBTB during the next twenty-one months of the Term of Employment. NBTB further agrees to cause NBT Bank to employ Executive, and Executive hereby agrees to serve as the chairman and chief executive officer of NBT Bank, during the first fifteen months of the Term of Employment and as chairman of the board of NBT Bank during the next twenty-one months of the Term of Employment. Executive shall have primarily management responsibility for the lending, deposit gathering, and other banking activities of Resulting Bank within the community formerly served by the Bank and shall have such executive other reasonable duties, responsibilities, and authority as shall be set forth in the bylaws of NBTB and NBT Resulting Bank on the date of this Agreement or as may otherwise be determined by NBTBResulting Bank. (b) Executive shall devote his full working time and best efforts to the performance of his responsibilities and duties hereunderhereunder and to the retention of the customer relationships to which the Bank has been a party prior to the date of this Agreement. During the Term of Employment, Executive shall not, without the prior written consent of the Board of Directors of NBTBResulting Bank, render services as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than NBTB Resulting Bank or its affiliates; provided that Executive may, where involvement in such activities does not individually or in the aggregate significantly interfere with the performance by Executive of his duties or violate the provisions of section 4 hereof, (i) render services to charitable organizations, (ii) render to any organization set forth in Schedule A to this Agreement the services described in Schedule A under the caption of such organization, (iii) manage his personal investments, and (iiiiv) with the prior permission of the Board of Directors or the chief executive officer of NBTBResulting Bank, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this section 1. In the event that Executive should wish to procure the prior permission of the Board of Directors or the chief executive officer of Resulting Bank under clause (iv) of the previous sentence he will provide to the chief executive officer of Resulting Bank a written summary of the organization and proposed services to be rendered to it and shall be entitled to receive a response within five working days; in the absence of such a response, the prior permission of the Resulting Bank will be deemed to have been granted.

Employment; Responsibilities and Duties. (a) NBTB Surviving Bank hereby agrees to employ Executive, and Executive hereby agrees to serve as the an executive vice president of Surviving Bank and chief executive officer of NBTB, any depository institution which is successor-in-interest thereto ("Surviving Bank" hereafter to include any depository institution which is successor-in-interest thereto) during the first fifteen months of the Term of Employment and as chairman, president and chief executive officer of NBTB during the next twenty-one months of the Term of Employment. NBTB further agrees to cause NBT Bank to employ Executive, and Executive hereby agrees to serve as the chairman and chief executive officer of NBT Bank, during the first fifteen months of the Term of Employment and as chairman of the board of NBT Bank during the next twenty-one months of the Term of Employment. Executive shall have such executive duties, responsibilities, and authority as shall be set forth in the bylaws of NBTB and NBT Surviving Bank on the date of this Agreement or as may otherwise be determined by NBTBSurviving Bank. (b) Except as provided in section 1(c) of this Agreement, Executive shall devote his full working time and best efforts to the performance of his responsibilities and duties hereunderhereunder and to the retention of the customer relationships to which the Bank has been a party prior to the date of this Agreement. During Except as provided in section 1(c) of this Agreement, during the Term of Employment, Employment Executive shall not, without the prior written consent of the Board President of Directors of NBTBSurviving Bank, render services as an employee, independent contractor, or otherwise, whether or not compensated, to any person or entity other than NBTB Surviving Bank or its affiliates; provided that . (c) Executive may, where involvement in such activities does not individually or in the aggregate significantly interfere with the performance by Executive of his duties or violate the provisions of section 4 hereof, of this Agreement: (i) assist The First National Bank of Durango and the Bank of Monte Vista in matters limited to bank administration, the sharing of Executive's historical recollections with officers and employees of The First National Bank of Durango and the Bank of Monte Vista, as applicable, and transition of The First National Bank of Durango and the Bank of Monte Vista to new ownership, provided that (A) such assistance to The First National Bank of Durango does not on average require a commitment of more than approximately one business day per month, and such assistance to the Bank of Monte Vista does not on average require a commitment of more than approximately one business day per month, and (B) such assistance to The First National Bank of Durango and the Bank of Monte Vista does not involve contact with bank customers; (ii) render services to charitable organizations, , (iiiii) manage his personal investments, and and (iiiiv) with the prior permission of the Board President of Directors of NBTBSurviving Bank, hold such other directorships or part-time academic appointments or have such other business affiliations as would otherwise be prohibited under this section 1.