GUARANTEE AGREEMENT by and between PATHFINDER BANCORP, INC. and WILMINGTON TRUST COMPANY Dated as of March 22, 2007 GUARANTEE AGREEMENTGuarantee Agreement • October 22nd, 2014 • Pathfinder Bancorp, Inc. • State commercial banks • New York
This GUARANTEE AGREEMENT (this “Guarantee”), dated as of March 22, 2007, is executed and delivered by Pathfinder Bancorp, Inc., a federally chartered corporation (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Pathfinder Statutory Trust II, a Delaware statutory trust (the “Issuer”).
SUBORDINATED NOTE PURCHASE AGREEMENTSubordinated Note Purchase Agreement • October 15th, 2020 • Pathfinder Bancorp, Inc. • State commercial banks • New York
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of October 14, 2020, and is made by and among Pathfinder Bancorp, Inc., a Maryland corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 15th, 2020 • Pathfinder Bancorp, Inc. • State commercial banks • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of October 14, 2020 and is made by and among Pathfinder Bancorp, Inc. a Maryland corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined below) identified on the signature pages to the Purchase Agreement (as defined below) (collectively, the “Purchasers”).
PATHFINDER BANCORP, INC.Indenture • October 15th, 2020 • Pathfinder Bancorp, Inc. • State commercial banks • New York
This INDENTURE dated as of October 14, 2020 is between Pathfinder Bancorp, Inc., a Maryland corporation (the “Company”), and UMB Bank, National Association, a national banking association, as trustee (the “Trustee”).
PURCHASE AND ASSUMPTION AGREEMENT dated as of March 4, 2024 Between BERKSHIRE BANK And PATHFINDER BANKPurchase and Assumption Agreement • March 4th, 2024 • Pathfinder Bancorp, Inc. • State commercial banks • New York
This PURCHASE AND ASSUMPTION AGREEMENT, dated as of March 4, 2024 (this “Agreement”), between Berkshire Bank, a trust company organized under the laws of the Commonwealth of Massachusetts, with its principal office located in Pittsfield, Massachusetts (“Seller”), and Pathfinder Bank, a commercial bank organized under the laws of the State of New York, with its principal office located in Oswego, New York (“Purchaser”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 9th, 2024 • Pathfinder Bancorp, Inc. • State commercial banks • New York
This Employment Agreement (the “Agreement”) is made and entered into, effective as of the 4th day of September, 2024 (the “Effective Date”), by and between Pathfinder Bank, a New York chartered commercial bank (the “Bank”), and James A. Dowd (the “Executive”). Any reference to the “Company” shall mean Pathfinder Bancorp, Inc., the holding company of the Bank. The Company is a signatory to this Agreement for the purpose of guaranteeing the Bank’s performance hereunder. Any reference to the “Employer” shall mean both the Company and the Bank.
Non-Qualified Stock Option Award AgreementNon-Qualified Stock Option Award Agreement • June 14th, 2024 • Pathfinder Bancorp, Inc. • State commercial banks
This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2024 Equity Incentive Plan (the “Plan”) of Pathfinder Bancorp, Inc. (the “Company”), which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and related prospectus have been provided to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee appointed to administer the Plan (the “Committee”) or the Board of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” includes the parent and all
PATHFINDER BANCORP, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 9th, 2019 • Pathfinder Bancorp, Inc. • State commercial banks • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 8, 2019, by and among Pathfinder Bancorp, Inc., a Maryland corporation (the “Company”), and the purchaser(s) signatory hereto (each a “Registration Rights Purchaser” and collectively, the “Registration Rights Purchasers”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • October 22nd, 2014 • Pathfinder Bancorp, Inc. • State commercial banks • New York
THIS FIRST SUPPLEMENTAL INDENTURE dated as of October 16, 2014 is by and among Wilmington Trust Company, a Delaware trust company, as Trustee (herein, together with its successors in interest, the “Trustee”), Pathfinder Bancorp, Inc., a Maryland corporation (the “Successor Company”), and Pathfinder Bancorp, Inc., a federal corporation (the “Company”), under the Indenture referred to below.
Subordinated Loan AgreementSubordinated Loan Agreement • October 5th, 2015 • Pathfinder Bancorp, Inc. • State commercial banks • New York
This Subordinated Loan Agreement (this “Agreement”) is dated as of September 30, 2015 (the “Agreement Date”), and is made by and between Pathfinder Bancorp, Inc., a Maryland corporation (“Borrower”), and Community Funding CLO, Ltd., a Cayman Islands exempted company incorporated with limited liability (“Initial Lender”).
PATHFINDER BANCORP, INC. PATHFINDER BANK CHANGE IN CONTROL AGREEMENTChange in Control Agreement • January 7th, 2019 • Pathfinder Bancorp, Inc. • State commercial banks • New York
This Agreement is made effective as of the December 31, 2018 by and between Pathfinder Bank (the "Bank"), a New York chartered stock commercial bank, with its principal administrative office at 214 West First Street, Oswego, New York 13126-2547, jointly with Pathfinder Bancorp, Inc., the sole stockholder of the Bank, and Ronald Tascarella the ("Executive"). Any reference to "Company" herein shall mean Pathfinder Bancorp, Inc. or any successor thereto. Any reference to "Employer" herein shall mean both the Bank and the Company or any successors thereto.
EXCHANGE AGREEMENT by and between PATHFINDER BANCORP, INC. and CASTLE CREEK CAPITAL PARTNERS VII, LP Dated as of November 13, 2020Exchange Agreement • November 17th, 2020 • Pathfinder Bancorp, Inc. • State commercial banks • Delaware
This EXCHANGE AGREEMENT is made and entered into as of November 13, 2020 (this “Agreement”) by and between Pathfinder Bancorp, Inc., a Maryland corporation (the “Company”), and Castle Creek Capital Partners VII, LP, a Delaware limited partnership (the “Investor”).
WARRANT AGREEMENT WARRANTWarrant Agreement • May 9th, 2019 • Pathfinder Bancorp, Inc. • State commercial banks • Delaware
THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.
Incentive Stock Option Award AgreementIncentive Stock Option Award Agreement • June 14th, 2024 • Pathfinder Bancorp, Inc. • State commercial banks
This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2024 Equity Incentive Plan (the “Plan”) of Pathfinder Bancorp, Inc. (the “Company”), which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and related prospectus have been provided to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee appointed to administer the Plan (the “Committee”) or the Board of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” includes the parent and all
ContractAgency Agreement • August 15th, 2014 • Pathfinder Bancorp, Inc. • State commercial banks • New York
SECURITIES PURCHASE AGREEMENT dated May 8, 2019 by and among PATHFINDER BANCORP, INC. and THE PURCHASERS IDENTIFIED ON THE SIGNATURE PAGES HERETOSecurities Purchase Agreement • May 9th, 2019 • Pathfinder Bancorp, Inc. • State commercial banks • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of May 8, 2019, by and among Pathfinder Bancorp, Inc., a Maryland corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
Stock OptionStock Option Agreement • April 20th, 2018 • Pathfinder Bancorp, Inc. • State commercial banks
This stock option agreement ("Option" or "Agreement") is and will be subject in every respect to the provisions of the 2016 Equity Incentive Plan (the "Plan") of Pathfinder Bancorp, Inc. the "Company") which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided or made available to each person granted a stock option pursuant to the Plan. The holder of this Option (the "Participant") hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee of the Board of Directors of the Company ("Committee") will be final, binding and conclusive upon the Participant and the Participant's heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term "Company" will include the parent and all present and
Restricted stock award agreementRestricted Stock Award Agreement • June 14th, 2024 • Pathfinder Bancorp, Inc. • State commercial banks
This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2024 Equity Incentive Plan (the “Plan”) of Pathfinder Bancorp, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and related prospectus have been provided or made available to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee appointed to administer the Plan (the “Committee”) or the Board of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where
SECOND AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 8th, 2024 • Pathfinder Bancorp, Inc. • State commercial banks • Delaware
THIS SECOND AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT, dated as of May 6, 2024 (the “Amendment”), by and between Pathfinder Bancorp, Inc., a Maryland corporation (the “Company”) and Castle Creek Capital Partners VII, LP (“Castle Creek”). Each of the capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Agreement as defined below.
Performance Restricted Stock Unit AwardPerformance Restricted Stock Unit Award • June 14th, 2024 • Pathfinder Bancorp, Inc. • State commercial banks
This performance restricted stock unit agreement (“Agreement”) is and will be subject in every respect to the provisions of the 2024 Equity Incentive Plan (the “Plan”) of Pathfinder Bancorp, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and related prospectus have been provided or made available to each person granted a Performance Restricted Stock Unit (the “Performance RSU”) pursuant to the Plan. The holder of this Performance RSU (the “Participant”) hereby accepts this Performance RSU, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee appointed to administer the Plan (the “Committee”) or the Board of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Ex
EMPLOYMENT AGREEMENTEmployment Agreement • April 19th, 2022 • Pathfinder Bancorp, Inc. • State commercial banks • New York
This is the record made April 14, 2022, of an Employment Agreement (“Agreement”) between Pathfinder Bancorp., Inc. (“Employer”) and Thomas W. Schneider (“Mr. Schneider”) to set forth the terms and conditions of Mr. Schneider’s employment with Employer.
Supplemental Executive Retirement Plan Participation Agreement January 1, 2014Supplemental Executive Retirement Plan Participation Agreement • March 30th, 2018 • Pathfinder Bancorp, Inc. • State commercial banks
I, Ronald Tascarella, and Pathfinder Bank hereby agree, for good and valuable consideration, the value of which is hereby acknowledged, that I shall participate in the Supplemental Executive Retirement Plan (“Plan”) established as of January 1, 2014, by Pathfinder Bank, as such Plan may now exist or hereafter be modified, and do further agree to the terms and conditions thereof.
TWO YEAR CHANGE IN CONTROL AGREEMENTChange in Control Agreement • September 9th, 2024 • Pathfinder Bancorp, Inc. • State commercial banks • New York
This Change in Control Agreement (the “Agreement”) is made effective as of the 4th day of September, 2024 (the “Effective Date”), by and between Pathfinder Bancorp, Inc., a Maryland corporation (the “Company”), Pathfinder Bank, a wholly-owned subsidiary of the Company (the “Bank”), and Justin Bigham (the “Executive”).
RETIREMENT AND CONSULTING AGREEMENTRetirement and Consulting Agreement • May 8th, 2024 • Pathfinder Bancorp, Inc. • State commercial banks
THIS RETIREMENT AND CONSULTING AGREEMENT, dated as of May 7, 2024 (this “Agreement”), is made and entered into by and between Pathfinder Bancorp, Inc. (the “Company”), Pathfinder Bank, a wholly-owned subsidiary of the Company (the “Bank”), and Walter F. Rusnak (“Executive”).
RP® FINANCIAL, LC.Appraisal Services Agreement • June 11th, 2014 • Pathfinder Bancorp, Inc.
This letter sets forth the agreement between Pathfinder Bank, Oswego, New York (the “Bank”), the wholly-owned subsidiary of Pathfinder Bancorp, Inc. (the “Company”), and RP® Financial, LC. (“RP Financial”), whereby RP Financial will provide the independent conversion appraisal services in conjunction with the second step conversion transaction by the Company. The scope, timing and fee structure for these appraisal services are described below.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • October 7th, 2022 • Pathfinder Bancorp, Inc. • State commercial banks • New York
This Separation Agreement and General Release (“Agreement”) is dated September 9th, 2022 and is entered into by and between Pathfinder Bancorp., Inc., including Pathfinder Bank and any other affiliates or subsidiaries (“Pathfinder”), located at 214 W. First Street, Oswego, New York 13126, and Thomas W. Schneider (“Mr. Schneider”), residing at 10 Margaret Street, Oswego, New York 13126 (collectively, the “Parties”).
Restricted Stock AwardRestricted Stock Award • April 20th, 2018 • Pathfinder Bancorp, Inc. • State commercial banks
This restricted stock agreement ("Restricted Stock Award" or "Agreement") is and will be subject in every respect to the provisions of the 2016 Equity Incentive Plan (the "Plan") of Pathfinder Bancorp, Inc. (the "Company") which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided or made available to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the "Participant") hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan ("Committee") or the Board will be final, binding and conclusive upon the Participant and the Participant's heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term
