Cortland Bancorp Inc Sample Contracts

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ARTICLE 1 DEFINITIONS
Salary Continuation Agreement • March 16th, 2006 • Cortland Bancorp Inc • Savings institution, federally chartered • Ohio
ADDENDUM A THE CORTLAND SAVINGS AND BANKING COMPANY SECOND AMENDED SPLIT DOLLAR AGREEMENT AND ENDORSEMENT
Split Dollar Agreement • March 16th, 2006 • Cortland Bancorp Inc • Savings institution, federally chartered • Ohio
THE CORTLAND SAVINGS AND BANKING COMPANY FIFTH AMENDED SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • March 29th, 2012 • Cortland Bancorp Inc • Savings institution, federally chartered • Ohio

This FIFTH AMENDED SALARY CONTINUATION AGREEMENT (this “Agreement”) is entered into as of this 27th day of March, 2012, by and between The Cortland Savings and Banking Company (the “Bank”), an Ohio-chartered, FDIC-insured member bank, and Timothy Carney, Executive Vice President and Chief Operating Officer of the Bank (the “Executive”).

AGREEMENT AND PLAN OF MERGER by and among CORTLAND BANCORP, FARMERS NATIONAL BANC CORP., and FMNB MERGER SUBSIDIARY IV, LLC _____________________ Dated as of June 22, 2021
Merger Agreement • June 23rd, 2021 • Cortland Bancorp Inc • Savings institution, federally chartered • Ohio

THIS AGREEMENT AND PLAN OF MERGER, dated as of June 22, 2021 (this “Agreement”), is made by and among Cortland Bancorp, an Ohio corporation (“Company”), Farmers National Banc Corp., an Ohio corporation (“Purchaser”), and FMNB Merger Subsidiary IV, LLC, an Ohio limited liability company and wholly-owned subsidiary of Purchaser (“Merger Sub”).

THE CORTLAND SAVINGS AND BANKING COMPANY AMENDED SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • December 28th, 2018 • Cortland Bancorp Inc • Savings institution, federally chartered • Ohio

This AMENDED SALARY CONTINUATION AGREEMENT (this “Agreement”) is entered into as of , 2018, by and between The Cortland Savings and Banking Company (the “Bank”), an Ohio-chartered, FDIC-insured member bank, and Stanley P. Feret, Senior Vice President and Chief Lending Officer of the Bank (the “Executive”).

Cortland Bancorp Amended Director Retirement Agreement
Director Retirement Agreement • March 17th, 2008 • Cortland Bancorp Inc • Savings institution, federally chartered • Ohio

This Amended Director Retirement Agreement (this “Agreement”) is entered into as of this 18th day of December, 2007, by and between Cortland Bancorp (the “Company”), a bank holding company located in Cortland, Ohio, and James E. Hoffman III, a director of the Company (the “Director”).

Severance Agreement (as amended June 25, 2014)
Severance Agreement • March 24th, 2015 • Cortland Bancorp Inc • Savings institution, federally chartered • Ohio

This Severance Agreement (this “Agreement”) is entered into effective as of this 28th day of September, 2012, by and between Cortland Bancorp, an Ohio corporation, and Timothy Carney (the “Executive”), Executive Vice President and Chief Operating Officer of Cortland Bancorp and The Cortland Savings and Banking Company (the “Bank”), an Ohio-chartered bank and wholly owned subsidiary of Cortland Bancorp.

INTRODUCTION
Group Term Carve Out Plan • March 16th, 2006 • Cortland Bancorp Inc • Savings institution, federally chartered • Ohio
Addendum A The Cortland Savings and Banking Company Third Amended Split Dollar Agreement and Endorsement
Split Dollar Agreement • December 12th, 2008 • Cortland Bancorp Inc • Savings institution, federally chartered • Ohio

This Third Amended Split Dollar Agreement and Endorsement (this “Agreement”) is entered into as of this third day of December, 2008 by and between The Cortland Savings and Banking Company, an Ohio-chartered commercial bank (the “Bank”), and Stephen A. Telego Sr., Senior Vice President and Director of Human Resources and Corporate Administration of the Bank (the “Executive”). This Agreement shall append the Split Dollar Policy Endorsement entered into on even date herewith or as subsequently amended, by and between the aforementioned parties.

SEVERANCE AGREEMENT
Severance Agreement • December 1st, 2015 • Cortland Bancorp Inc • Savings institution, federally chartered • Ohio

This SEVERANCE AGREEMENT (this “Agreement”) is entered into and is effective as of , 2015 by and between Cortland Bancorp, an Ohio corporation, and Timothy Carney (the “Executive”), Executive Vice President and Chief Operating Officer of Cortland Bancorp and The Cortland Savings and Banking Company (the “Bank”), an Ohio-chartered bank and wholly owned subsidiary of Cortland Bancorp.

The Cortland Savings and Banking Company Amendment of the Second Amended Salary Continuation Agreement
Salary Continuation Agreement • May 17th, 2010 • Cortland Bancorp Inc • Savings institution, federally chartered • Ohio

This Amendment of the Second Amended Salary Continuation Agreement (this “Amendment”) by and between The Cortland Savings and Banking Company, an Ohio-chartered bank (the “Bank”), and Marlene J. Lenio, an executive of the Bank (the “Executive”), is entered into and shall be effective as of the 31st day of December, 2009.

THE CORTLAND SAVINGS AND BANKING COMPANY SIXTH AMENDED SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • March 10th, 2014 • Cortland Bancorp Inc • Savings institution, federally chartered • Ohio

This SIXTH AMENDED SALARY CONTINUATION AGREEMENT (this “Agreement”) is entered into as of this 4th day of March, 2014, by and between The Cortland Savings and Banking Company (the “Bank”), an Ohio-chartered, FDIC-insured member bank, and James M. Gasior, President and Chief Executive Officer of the Bank (the “Executive”).

AMENDMENT OF SEVERANCE AGREEMENT
Severance Agreement • August 12th, 2014 • Cortland Bancorp Inc • Savings institution, federally chartered • Ohio

This AMENDMENT OF SEVERANCE AGREEMENT (this “Amendment”) by and between Cortland Bancorp, an Ohio corporation, and Timothy Carney (the “Executive”), is entered into and shall be effective as of this day of , 2014.

AMENDED SEVERANCE AGREEMENT
Severance Agreement • December 28th, 2018 • Cortland Bancorp Inc • Savings institution, federally chartered • Ohio

This AMENDED SEVERANCE AGREEMENT (this “Agreement”) is entered into and is effective as of , 2018 by and between Cortland Bancorp, an Ohio corporation, and David J. Lucido (the “Executive”), Senior Vice President and Chief Financial Officer of Cortland Bancorp and The Cortland Savings and Banking Company, an Ohio-chartered bank and wholly owned subsidiary of Cortland Bancorp (the “Bank”).

THE CORTLAND SAVINGS AND BANKING COMPANY AMENDED AND RESTATED GROUP TERM CARVE OUT PLAN
Group Term Carve Out Plan • November 3rd, 2014 • Cortland Bancorp Inc • Savings institution, federally chartered • Ohio

To attract and retain highly qualified employees, effective February 23, 2001 the Bank implemented a Group Term Carve Out Plan providing for division of the death proceeds of life insurance policies owned by the Bank on the lives of the participating employees, with a portion of the death proceeds being paid to a participating employee’s designated beneficiary and the remainder being paid to the Bank, and with the Bank paying the life insurance premiums from its general assets. This Amended Group Term Carve Out Plan amends and restates the Group Term Carve Out Plan in its entirety effective as of the date written above.

Severance Agreement
Severance Agreement • June 2nd, 2010 • Cortland Bancorp Inc • Savings institution, federally chartered • Ohio

This Severance Agreement (this “Agreement”) is entered into and shall be effective as of this 1st day of June, 2010 by and between Cortland Bancorp, an Ohio corporation (the “Corporation”), and Stanley P. Feret (the “Executive”).

FIRST AMENDMENT TO THE CORTLAND SAVINGS & BANKING COMPANY AMENDED SPLIT DOLLAR AGREEMENT DATED SEPTEMBER 9, 2002
Split Dollar Agreement • March 15th, 2007 • Cortland Bancorp Inc • Savings institution, federally chartered

THIS AMENDMENT is adopted this 11th day of December, 2006, by and between THE CORTLAND SAVINGS & BANKING COMPANY, a state-chartered commercial bank located in Cortland, Ohio (the “Bank”) and Marlene Lenio (the “Executive”).

CORTLAND SAVINGS AND BANKING COMPANY ENDORSEMENT SPLIT DOLLAR AGREEMENT
Endorsement Split Dollar Agreement • March 29th, 2012 • Cortland Bancorp Inc • Savings institution, federally chartered • Ohio

This ENDORSEMENT SPLIT DOLLAR AGREEMENT (this “Agreement”) is entered into as of this 27th day of March, 2012, by and between Cortland Savings and Banking Company, an Ohio-chartered, FDIC-insured member bank (the “Bank”), and David Lucido, an executive of the Bank (the “Executive”). This Agreement shall append the Split Dollar Policy Endorsement entered into on even date herewith or as subsequently amended, by and between the Bank and the Executive.

Cortland Bancorp Non-Qualified Stock Option Agreement
Non-Qualified Stock Option Agreement • August 11th, 2015 • Cortland Bancorp Inc • Savings institution, federally chartered

Cortland Bancorp, an Ohio corporation, grants to (the “Optionee”), an option to purchase the total number of shares of Cortland Bancorp common stock, stated in the attached Notice of Grant effective , 20 , at the price specified in the Notice of Grant, subject in all respects to the terms, definitions, and provisions of Cortland Bancorp’s 2015 Omnibus Equity Plan, which is incorporated herein by reference. Unless otherwise defined herein, terms defined in the Omnibus Equity Plan have the same defined meanings herein.

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FIRST AMENDMENT TO THE CORTLAND BANCORP. SPLIT DOLLAR AGREEMENT DATED FEBRUARY 23, 2001
Split Dollar Agreement • March 15th, 2007 • Cortland Bancorp Inc • Savings institution, federally chartered

THIS FIRST AMENDMENT is adopted this day of , 20 , by and between CORTLAND BANCORP., a holding company located in Cortland, Ohio (the “Company”) and David Cole (the “Director”).

Cortland Bancorp Restricted Stock Award Agreement
Restricted Stock Award Agreement • August 11th, 2015 • Cortland Bancorp Inc • Savings institution, federally chartered

Cortland Bancorp, an Ohio corporation, hereby grants Restricted Stock in accordance with Cortland Bancorp’s 2015 Director Equity Plan to (the “Participant”), subject to the terms and conditions of the 2015 Director Equity Plan and this Restricted Stock Award Agreement. Terms defined in the 2015 Director Equity Plan are used in this Restricted Stock Award Agreement as they are defined in the 2015 Director Equity Plan.

Termination of Severance Agreement
Termination of Severance Agreement • May 17th, 2010 • Cortland Bancorp Inc • Savings institution, federally chartered • Ohio

This Termination of Severance Agreement (this “Agreement”) by and between Cortland Bancorp, an Ohio corporation, and (the “Executive”), Vice President of The Cortland Savings and Banking Company (the “Bank”), an Ohio-chartered bank and wholly owned subsidiary of Cortland Bancorp, is made and entered into and shall be effective as of this day of , 2010.

Addendum A The Cortland Savings and Banking Company Third Amended Split Dollar Agreement and Endorsement
Split Dollar Agreement • December 12th, 2008 • Cortland Bancorp Inc • Savings institution, federally chartered • Ohio

This Third Amended Split Dollar Agreement and Endorsement (this “Agreement”) is entered into as of this third day of December, 2008 by and between The Cortland Savings and Banking Company, an Ohio-chartered commercial bank (the “Bank”), and Timothy Carney, Senior Vice President and Chief Operations Officer of the Bank (the “Executive”). This Agreement shall append the Split Dollar Policy Endorsement entered into on even date herewith or as subsequently amended, by and between the aforementioned parties.

Termination of Split Dollar Agreement and Endorsement
Termination of Split Dollar Agreement and Endorsement • May 17th, 2010 • Cortland Bancorp Inc • Savings institution, federally chartered • Ohio

This Termination of Split Dollar Agreement and Endorsement (this “Agreement”) by and between The Cortland Savings and Banking Company, an Ohio-chartered bank (the “Bank”), and Stephen A. Telego, Sr., an Officer of the Bank (the “Executive”), is made and entered into and shall be effective as of this 12th day of March, 2010.

The Cortland Savings and Banking Company Split Dollar Agreement Second Amendment
Split Dollar Agreement • September 29th, 2005 • Cortland Bancorp Inc • Savings institution, federally chartered

This Second Amendment of the Split Dollar Agreement dated as of February 23, 2001 (this “Amendment”) is entered into as of this 29th day of September, 2005, by and between The Cortland Savings and Banking Company, an Ohio-chartered bank (the “Bank”) and Rodger W. Platt (the “Executive”).

Cortland Bancorp Incentive Stock Option Agreement
Incentive Stock Option Agreement • August 11th, 2015 • Cortland Bancorp Inc • Savings institution, federally chartered

Cortland Bancorp, an Ohio corporation, grants to (the “Optionee”) an option to purchase the total number of shares of Cortland Bancorp common stock, stated in the attached Notice of Grant effective , 20 , at the price specified in the Notice of Grant, subject in all respects to the terms, definitions, and provisions of Cortland Bancorp’s 2015 Omnibus Equity Plan, which is incorporated herein by reference. Unless otherwise defined herein, terms defined in the Omnibus Equity Plan have the same defined meanings herein.

Severance Agreement
Severance Agreement • December 12th, 2008 • Cortland Bancorp Inc • Savings institution, federally chartered • Ohio

This Severance Agreement (this “Agreement”) is entered into effective as of this day of December 3, 2008, by and between Cortland Bancorp, an Ohio corporation, and Timothy Carney (the “Executive”), Senior Vice President and Chief Operating Officer of The Cortland Savings and Banking Company (the “Bank”), an Ohio-chartered bank and wholly owned subsidiary of Cortland Bancorp.

Termination of Split Dollar Agreement and Endorsement
Termination of Split Dollar Agreement and Endorsement • May 17th, 2010 • Cortland Bancorp Inc • Savings institution, federally chartered • Ohio

This Termination of Split Dollar Agreement and Endorsement (this “Agreement”) by and between The Cortland Savings and Banking Company, an Ohio-chartered bank (the “Bank”), and Marlene Lenio, Vice President of the Bank (the “Executive”), is made and entered into and shall be effective as of this 12th day of February, 2010.

Cortland Bancorp Restricted Stock Award Agreement
Restricted Stock Award Agreement • August 11th, 2015 • Cortland Bancorp Inc • Savings institution, federally chartered

Cortland Bancorp, an Ohio corporation, hereby grants Restricted Stock in accordance with Cortland Bancorp’s 2015 Omnibus Equity Plan to (the “Participant”), subject to the terms and conditions of the 2015 Omnibus Equity Plan and this Restricted Stock Award Agreement. Terms defined in the 2015 Omnibus Equity Plan are used in this Restricted Stock Award Agreement as they are defined in the 2015 Omnibus Equity Plan.

CORTLAND BANCORP RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 23rd, 2020 • Cortland Bancorp Inc • Savings institution, federally chartered

Cortland Bancorp, an Ohio corporation, hereby grants Restricted Stock in accordance with Cortland Bancorp’s 2015 Omnibus Equity Plan to (the Participant), subject to the terms and conditions of the 2015 Omnibus Equity Plan and this Restricted Stock Award Agreement. Terms defined in the 2015 Omnibus Equity Plan are used in this Restricted Stock Award Agreement as they are defined in the 2015 Omnibus Equity Plan.

Addendum A The Cortland Savings and Banking Company Fourth Amended Split Dollar Agreement and Endorsement
Split Dollar Agreement • April 22nd, 2011 • Cortland Bancorp Inc • Savings institution, federally chartered • Ohio

This Fourth Amended Split Dollar Agreement and Endorsement (this “Agreement”) is entered into as of this _____ day of , 2011, by and between The Cortland Savings and Banking Company, an Ohio-chartered commercial bank (the “Bank”), and James M. Gasior, President and Chief Executive Officer of the Bank (the “Executive”). This Agreement shall append the Split Dollar Policy Endorsement entered into on even date herewith or as subsequently amended, by and between the aforementioned parties.

ADDENDUM A THE CORTLAND SAVINGS AND BANKING COMPANY FIFTH AMENDED SPLIT DOLLAR AGREEMENT AND ENDORSEMENT
Split Dollar Agreement • December 28th, 2018 • Cortland Bancorp Inc • Savings institution, federally chartered • Ohio

This FIFTH AMENDED SPLIT DOLLAR AGREEMENT AND ENDORSEMENT (this “Agreement”) is entered into as of this day of , 2018, by and between The Cortland Savings and Banking Company, an Ohio-chartered commercial bank (the “Bank”), and James M. Gasior, President and Chief Executive Officer of the Bank (the “Executive”). This Agreement shall append the Split Dollar Policy Endorsement entered into on even date herewith or as subsequently amended, by and between the aforementioned parties.

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