FORM OF SUBORDINATED NOTE PURCHASE AGREEMENTSubordinated Note Purchase Agreement • July 9th, 2021 • Orange County Bancorp, Inc. /DE/ • State commercial banks • New York
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of September 24, 2020, and is made by and among Orange County Bancorp, Inc., a Delaware 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”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 9th, 2021 • Orange County Bancorp, Inc. /DE/ • State commercial banks • New York
This Employment Agreement (the "Agreement") is made and entered into, effective as of January 1, 2018 (the "Effective Date"), by and between Orange Bank & Trust Company (the "Bank") and Joseph Ruhl ("Executive"). Any reference to the "Company" shall mean Orange County Bancorp, Inc. or any successor thereto.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 29th, 2023 • Orange County Bancorp, Inc. /DE/ • State commercial banks • New York
This Employment Agreement by and between Orange County Bancorp, Inc., a Delaware corporation (the “Company”), Orange Bank & Trust Company, a wholly-owned subsidiary of the Company (the “Bank”) and Michael J. Gilfeather (“Executive”) was originally effective as of December 31, 2018, amended and restated effective December 31, 2021 and is hereby amended and restated in its entirety effective January 1, 2024 (the “Agreement”). Any reference to the “Employer” in the Agreement shall mean the Bank and the Company.
ORANGE COUNTY Bancorp, Inc. [·] Shares of Common Stock $0.50 Par Value Per Share Underwriting AgreementUnderwriting Agreement • July 22nd, 2021 • Orange County Bancorp, Inc. /DE/ • State commercial banks • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 29th, 2023 • Orange County Bancorp, Inc. /DE/ • State commercial banks • New York
This Employment Agreement by and between Orange Bank & Trust Company (the “Bank”) and Joseph Ruhl (“Executive”) originally entered into effective January 1, 2018 and amended on December 31, 2020 is hereby amended and restated effective December 22, 2023 (the “Agreement”). Any reference to the “Company” shall mean Orange County Bancorp, Inc. or any successor thereto.
PARTICIPATION AGREEMENT UNDER THE ORANGE BANK & TRUST COMPANY PERFORMANCE-BASED SUPPLEMENTAL EXECUTIVE RETIREMENT PLANParticipation Agreement • July 9th, 2021 • Orange County Bancorp, Inc. /DE/ • State commercial banks • New York
THIS PARTICIPATION AGREEMENT is effective as of January 1, 2018 by and between ORANGE BANK & TRUST COMPANY (the “Employer”), and John Bartolotta, an executive of the Employer (referred to herein as the “Participant” and the “Executive”) (the “Participation Agreement”).
AMENDED AND RESTATED PARTICIPATION AGREEMENT UNDER THE ORANGE BANK & TRUST COMPANY PERFORMANCE-BASED SUPPLEMENTAL EXECUTIVE RETIREMENT PLANParticipation Agreement • December 29th, 2023 • Orange County Bancorp, Inc. /DE/ • State commercial banks • New York
THIS PARTICIPATION AGREEMENT by and between ORANGE BANK & TRUST COMPANY (the “Bank”), and MICHAEL GILFEATHER, an executive of Orange County Bancorp, Inc. (the “Company”) and the Bank (referred to herein as the “Participant” and the “Executive”) was originally entered into effective December 31, 2018 and is hereby amended and restated in its entirety effective December 22, 2023 (the “Participation Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2022 • Orange County Bancorp, Inc. /DE/ • State commercial banks • New York
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PARTICIPATION AGREEMENT UNDER THE ORANGE BANK & TRUST COMPANY PERFORMANCE-BASED SUPPLEMENTAL EXECUTIVE RETIREMENT PLANParticipation Agreement • July 9th, 2021 • Orange County Bancorp, Inc. /DE/ • State commercial banks • New York
THIS PARTICIPATION AGREEMENT is effective as of January 1, 2018 by and between ORANGE BANK & TRUST COMPANY (the “Employer”), and Joseph Ruhl, an executive of the Employer (referred to herein as the “Participant” and the “Executive”) (the “Participation Agreement”).
FORM OF ORANGE COUNTY BANCORP, INC. PERFORMANCE AWARD AGREEMENT (EMPLOYEE)Performance Award Agreement • August 4th, 2023 • Orange County Bancorp, Inc. /DE/ • State commercial banks
Orange County Bancorp, Inc. (“Company”) has awarded you Performance Shares (“Performance Award”), subject to all of the terms and conditions as set forth herein and in the Orange County Bancorp, Inc. 2023 Equity Incentive Plan (“Plan”). A copy of the Plan and related prospectus will be provided to you, along with this Agreement. Capitalized terms used herein, but not defined, have the same meanings set forth in the Plan.
FORM OF ORANGE COUNTY BANCORP, INC. RESTRICTED STOCK UNIT AGREEMENT (NON- EMPLOYEE DIRECTORS)Restricted Stock Unit Agreement • August 4th, 2023 • Orange County Bancorp, Inc. /DE/ • State commercial banks
Orange County Bancorp, Inc. (“Company”) has awarded you the number of Restricted Stock Units specified, and on the terms noted below, in consideration for your services (“RSU Award”). Your RSU Award is subject to all of the terms and conditions as set forth herein and in the Orange County Bancorp, Inc. 2023 Equity Incentive Plan (“Plan”). A copy of the Plan and related prospectus will be provided to you, along with this Agreement. Capitalized terms used herein, but not defined, have the same meanings set forth in the Plan.
PARTICIPATION AGREEMENT UNDER THE ORANGE BANK & TRUST COMPANY PERFORMANCE-BASED SUPPLEMENTAL EXECUTIVE RETIREMENT PLANParticipation Agreement • July 9th, 2021 • Orange County Bancorp, Inc. /DE/ • State commercial banks • New York
THIS PARTICIPATION AGREEMENT is effective as of December 31, 2018 by and between ORANGE BANK & TRUST COMPANY (the “Bank”), and MICHAEL GILFEATHER, an executive of Orange County Bancorp, Inc. (the “Company”) and the Bank (referred to herein as the “Participant” and the “Executive”) (the “Participation Agreement”).
FORM OF ORANGE COUNTY BANCORP, INC. RESTRICTED STOCK UNIT AGREEMENT (EMPLOYEE/CONSULTANTS)Restricted Stock Unit Agreement • August 4th, 2023 • Orange County Bancorp, Inc. /DE/ • State commercial banks
Orange County Bancorp, Inc. (“Company”) has awarded you the number of Restricted Stock Units specified, and on the terms noted below, in consideration for your services (“RSU Award”). Your RSU Award is subject to all of the terms and conditions as set forth herein and in the Orange County Bancorp, Inc. 2023 Equity Incentive Plan (“Plan”). A copy of the Plan and related prospectus will be provided to you, along with this Agreement. Capitalized terms used herein, but not defined, have the same meanings set forth in the Plan.
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 30th, 2022 • Orange County Bancorp, Inc. /DE/ • State commercial banks • New York
This CHANGE IN CONTROL AGREEMENT (the “Agreement”) made as of this 18th, day of February, 2022 (the “Effective Date”), by and among ORANGE BANK & TRUST COMPANY, a wholly owned subsidiary of the Company (the “Bank”) and Robert Peacock (the “Executive”). For purposes of this Agreement, references to the Company shall mean ORANGE COUNTY BANCORP, INC.
EMPLOYMENT AGREEMENTEmployment Agreement • July 9th, 2021 • Orange County Bancorp, Inc. /DE/ • State commercial banks • New York
This Employment Agreement (the "Agreement") is made and entered into, effective as of December 31, 2018 (the "Effective Date"), by and between Orange County Bancorp, Inc., a Delaware corporation (the "Company"), Orange Bank & Trust Company, a wholly-owned subsidiary of the Company (the "Bank") and Michael J. Gilfeather ("Executive"). Any reference to the "Employer" in the Agreement shall mean the Bank and the Company.
