Exhibit 10.4
Change of Control Agreement
This Change of Control Agreement (the "Agreement") is made and entered
into as of ________________, 2002 by and among Oswego County National Bank, a
national bank having an office at 00 Xxxx Xxxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000
(the "Bank"), Bridge Street Financial, Inc., a Delaware corporation having an
office at 00 Xxxx Xxxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000 (the "Company")
and__________________________ (the "Officer").
Introductory Statement
The Bank has reorganized from a New York savings bank to a national
bank and has become a wholly-owned subsidiary of the Company, a stock holding
company (the "Conversion"). In connection with the Conversion, shares of the
Company's common stock were sold in a public stock offering.
The Board of Directors of the Bank has concluded that it is in the
best interests of the Bank, the Company and their prospective shareholders to
establish a working environment for the Officer which minimizes the personal
distractions that might result from possible business combinations in which the
Company or the Bank might be involved following the Conversion. To this end, the
Bank has decided to provide the Officer with assurance that his compensation
will be continued for a minimum period of one (1) year following termination of
employment (the "Assurance Period") if his employment terminates under specified
circumstances related to a business combination. The Board of Directors of the
Bank has decided to formalize this assurance by entering into this Change of
Control Agreement with the Officer. The Board of Directors of the Company has
authorized the Company to guarantee the Bank's obligations under this Agreement.
The terms and conditions which the Bank, the Company and the Officer
have agreed to are as follows.
Agreement
Section 1. Effective Date; Term; Change of Control and Pending Change
of Control Defined.
(a) This Agreement shall take effect on the effective date of the
Conversion (the "Effective Date") and shall be in effect during the period (the
"Term") beginning on the Effective Date of the Conversion and ending on the
first anniversary of the date on which the Bank notifies the Officer of its
intent to discontinue the Agreement (the "Initial Expiration Date") or, if
later, the first anniversary of the latest Change of Control or Pending Change
of Control, as defined below, that occurs after the Effective Date and before
the Initial Expiration Date.
(b) For all purposes of this Agreement, a "Change of Control" shall be
deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a reorganization, merger or
consolidation of the Company with one or more other persons, other than
a transaction following which:
(A) at least 51% of the equity ownership interests of
the entity resulting from such transaction are beneficially
owned (within the meaning of Rule 13d-3 promulgated under the
Securities Exchange Act of 1934, as amended ("Exchange Act"))
in substantially the same relative proportions by persons who,
immediately prior to such transaction, beneficially owned
(within the meaning of Rule 13d-3 promulgated under the
Exchange Act) at least 51% of the outstanding equity ownership
interests in the Company; and
(B) at least 51% of the securities entitled to vote
generally in the election of directors of the entity resulting
from such transaction are beneficially owned (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) in
substantially the same relative proportions by persons who,
immediately prior to such transaction, beneficially owned
(within the meaning of Rule 13d-3 promulgated under the
Exchange Act) at least 51% of the securities entitled to vote
generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the
assets of the Company or beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 25% or more of the
outstanding securities of the Company entitled to vote generally in the
election of directors by any person or by any persons acting in
concert;
(iii) a complete liquidation or dissolution of the Company;
(iv) the occurrence of any event if, immediately following
such event, at least 50% of the members of the Board of Directors of
the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of
Directors of the Company on the date of this Agreement; or
(B) individuals who first became members of the Board
of Directors of the Company after the date of this Agreement
either:
(1) upon election to serve as a member of the
Board of Directors of the Company by affirmative vote
of three-quarters of the members of such board, or of a
nominating committee thereof, in office at the time of
such first election; or
(2) upon election by the shareholders of the
Board of Directors of the Company to serve as a member
of such board, but only if nominated for election by
affirmative vote of three-quarters of
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the members of the Board of Directors of the Company, or
of a nominating committee thereof, in office at the time
of such first nomination;
provided, however, that such individual's election or
nomination did not result from an actual or threatened
election contest or other actual or threatened solicitation of
proxies or consents other than by or on behalf of the Board of
Directors of the Company; or
(v) any event which would be described in section 1(b)(i),
(ii), (iii) or (iv) if the term "Bank" were substituted for the term
"Company" therein.
In no event, however, shall a Change of Control be deemed to have occurred as a
result of any acquisition of securities or assets of the Company, the Bank, or a
subsidiary of either of them, by the Company, the Bank, or any subsidiary of
either of them, or by any employee benefit plan maintained by any of them. For
purposes of this section 1(b), the term "person" shall have the meaning assigned
to it under sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(c) For purposes of this Agreement, a "Pending Change of
Control" shall mean: (i) the signing of a definitive agreement for a transaction
which, if consummated, would result in a Change of Control; (ii) the
commencement of a tender offer which, if successful, would result in a Change of
Control; or (iii) the circulation of a proxy statement seeking proxies in
opposition to management in an election contest which, if successful, would
result in a Change of Control; provided, however, that the Change of Control
contemplated does, in fact, occur.
Section 2. Discharge Prior to a Pending Change of Control.
The Bank may discharge the Officer at any time prior to the
occurrence of a Pending Change of Control for any reason or for no reason. In
such event:
(a) The Bank shall pay to the Officer (or, in the event of
his death, his estate) his earned but unpaid compensation (including, without
limitation, salary and all other items which constitute wages under applicable
law) as of the date of his termination of employment. This payment shall be made
at the time and in the manner prescribed by law applicable to the payment of
wages but in no event later than 30 days after the date of the Officer's
termination of employment.
(b) The Bank shall provide the benefits, if any, due to the
Officer (or, in the event of his death, his estate, surviving dependents or his
designated beneficiaries) under the employee benefit plans and programs and
compensation plans and programs maintained for the benefit of the officers and
employees of the Bank. The time and manner of payment or other delivery of these
benefits and the recipients of such benefits shall be determined according to
the terms and conditions of the applicable plans and programs.
The payments and benefits described in sections 2(a) and (b) shall be referred
to in this Agreement as the "Standard Termination Entitlements."
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Section 3. Termination of Employment Due to Death.
The Officer's employment with the Bank shall terminate, automatically
and without any further action on the part of any party to this Agreement, on
the date of the Officer's death. In such event, the Bank shall pay and deliver
to his estate and surviving dependents and beneficiaries, as applicable, the
Standard Termination Entitlements.
Section 4. Termination Due to Disability after Change of Control or
Pending Change of Control.
The Bank may terminate the Officer's employment during the Term and
after the occurrence of a Change of Control or a Pending Change of Control upon
a determination, by a majority vote of the members of the Board of Directors of
the Bank, acting in reliance on the written advice of a medical professional
acceptable to it, that the Officer is suffering from a physical or mental
impairment which, at the date of the determination, has prevented the Officer
from performing his assigned duties on a substantially full-time basis for a
period of at least one hundred and eighty (180) days during the period of one
(1) year ending with the date of the determination or is likely to result in
death or prevent the Officer from performing his assigned duties on a
substantially full-time basis for a period of at least one hundred and eighty
(180) days during the period of one (1) year beginning with the date of the
determination. In such event:
(a) The Bank shall pay and deliver to the Officer (or in the event of
his death before payment, to his estate and surviving dependents and
beneficiaries, as applicable) the Standard Termination Entitlements.
(b) In addition to the Standard Termination Entitlements, the Bank
shall continue to pay the Officer his base salary, at the annual rate in effect
for him immediately prior to the termination of his employment, during a period
ending on the earliest of: (i) the expiration of one hundred and eighty (180)
days after the date of termination of his employment; (ii) the date on which
long-term disability insurance benefits are first payable to him under any
long-term disability insurance plan covering employees of the Bank (the "LTD
Eligibility Date"); (iii) the date of his death; and (iv) the expiration of the
Assurance Period (the "Initial Continuation Period"). If the end of the Initial
Continuation Period is neither the LTD Eligibility Date nor the date of his
death, the Bank shall continue to pay the Officer his base salary, at an annual
rate equal to sixty percent (60%) of the annual rate in effect for him
immediately prior to the termination of his employment, during an additional
period ending on the earliest of the LTD Eligibility Date, the date of his death
and the expiration of the Assurance Period.
A termination of employment due to disability under this section 4 shall be
effected by a notice of termination given to the Officer by the Bank and shall
take effect on the later of the effective date of termination specified in such
notice or the date on which the notice of termination is deemed given to the
Officer.
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Section 5. Discharge with Cause after Change of Control or Pending
Change of Control.
(a) The Bank may terminate the Officer's employment with "Cause"
during the Term and after the occurrence of a Change of Control or Pending
Change of Control, but a termination shall be deemed to have occurred with
"Cause" only if:
(i) the Board of Directors of the Bank and the Board of
Directors of the Company, by separate majority votes of their entire
membership, determine that the Officer should be discharged because of
personal dishonesty, incompetence, willful misconduct, breach of
fiduciary duty involving personal profit, intentional failure to
perform stated duties, willful violation of any law, rule or
regulation (other than traffic violations or similar offenses) or
final cease and desist order, or any material breach of this
Agreement; and
(ii) at least forty-five (45) days prior to the vote
contemplated by section 1(b)(i), the Bank has provided the Officer
with notice of its intent to discharge the Officer for Cause,
detailing with particularity the facts and circumstances which are
alleged to constitute Cause (the "Notice of Intent to Discharge"); and
(iii) after the giving of the Notice of Intent to Discharge and
before the taking of the vote contemplated by section 5(a)(i), the
Officer (together with his legal counsel, if he so desires) is
afforded a reasonable opportunity to make both written and oral
presentations before the Board of Directors of the Bank for the
purpose of refuting the alleged grounds for Cause for his discharge;
and
(iv) after the vote contemplated by section 5(a)(i), the Bank
has furnished to the Officer a notice of termination which shall
specify the effective date of his termination of employment (which
shall in no event be earlier than the date on which such notice is
deemed given) and include a copy of a resolution or resolutions
adopted by the Board of Directors of the Bank, certified by its
corporate secretary and signed by each member of the Board of
Directors voting in favor of adoption of the resolution(s),
authorizing the termination of the Officer's employment with Cause and
stating with particularity the facts and circumstances found to
constitute Cause for his discharge (the "Final Discharge Notice").
(b) If the Officer is discharged with Cause during the Term and
after a Change of Control or Pending Change of Control, the Bank shall pay and
provide to him (or, in the event of his death, to his estate, his surviving
beneficiaries and his dependents) the Standard Termination Entitlements only.
Following the giving of a Notice of Intent to Discharge, the Bank shall
temporarily suspend the Officer's duties and authority and, in such event, shall
also suspend the payment of salary and other cash compensation, but not the
Officer's participation in retirement,
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insurance and other employee benefit plans. If the Officer is not discharged, or
is discharged without Cause, within forty-five (45) days after the giving of a
Notice of Intent to Discharge, payments of salary and cash compensation shall
resume, and all payments withheld during the period of suspension shall be
promptly restored. If the Officer is discharged with Cause not later than
forty-five (45) days after the giving of the Notice of Intent to Discharge, all
payments withheld during the period of suspension shall be deemed forfeited and
shall not be included in the Standard Termination Entitlements. If the Bank does
not give a Final Discharge Notice to the Officer within ninety (90) days after
giving a Notice of Intent to Discharge, the Notice of Intent to Discharge shall
be deemed withdrawn and any future action to discharge the Officer with Cause
shall require the giving of a new Notice of Intent to Discharge.
Section 6. Discharge without Cause.
The Bank may discharge the Officer without Cause at any time after the
occurrence of a Change of Control or Pending Change of Control, and in such
event:
(a) The Bank shall pay and deliver to the Officer (or in the event
of his death before payment, to his estate and surviving dependents and
beneficiaries, as applicable) the Standard Termination Entitlements.
(b) In addition to the Standard Termination Entitlements:
(i) During the Assurance Period, the Bank shall provide for the
Officer and his dependents continued group life, health (including
hospitalization, medical and major medical), dental, accident and
long-term disability insurance benefits on substantially the same
terms and conditions (including any required premium-sharing
arrangements, co-payments and deductibles) in effect for them
immediately prior to the Officer's resignation. The coverage provided
under this section 6(b)(i) may, at the election of the Bank, be
secondary to the coverage provided as part of the Standard Termination
Entitlements and to any employer-paid coverage provided by a
subsequent employer or through Medicare, with the result that benefits
under the other coverages will offset the coverage required by this
section 6(b)(i).
(ii) The Bank shall make a lump sum payment to the Officer (or,
in the event of his death before payment, to his estate), in an amount
equal to the value of the salary, bonus, short-term and long-term cash
compensation that the Officer received in the calendar year preceding
that in which the termination of employment with the Bank occurs to
compensate the Officer for the payments the Officer would have
received during the Assurance Period. Such lump sum shall be paid in
lieu of all other payments of salary, bonus, short-term and long-term
cash compensation provided for under this Agreement in respect of the
period following any such termination. Such payment shall be made
(without discounting for early payment) within thirty (30) days
following the Officer's termination of employment.
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The payments and benefits described in section 6(b) are referred to in this
Agreement as the "Additional Change of Control Entitlements".
Section 7. Resignation.
(a) The Officer may resign from his employment with the Bank
at any time. A resignation under this section 7 shall be effected by notice of
resignation given by the Officer to the Bank and shall take effect on the later
of the effective date of termination specified in such notice or the date on
which the notice of termination is deemed given to the Officer. The Officer's
resignation of any of the positions within the Bank or the Company to which he
has been assigned shall be deemed a resignation from all such positions.
(b) The Officer's resignation shall be deemed to be for
"Good Reason" if the effective date of resignation occurs during the Term, but
on or after the effective date of a Change of Control, and is on account of:
(i) the failure of the Bank (whether by act or omission of
the Board of Directors, or otherwise) to appoint or re-appoint or elect
or re-elect the Officer to the position with Bank that he held
immediately prior to the Change of Control (the "Assigned Office") or
to a more senior office;
(ii) a material failure by the Bank, whether by amendment of
the certificate of incorporation or organization, by-laws, action of
the Board of Directors of the Bank or otherwise, to vest in the Officer
the functions, duties, or responsibilities customarily associated with
the Assigned Office; provided that the Officer shall have given notice
of such failure to the Bank, and the Bank has not fully cured such
failure within thirty (30) days after such notice is deemed given;
(iii) any reduction of the Officer's rate of base salary in
effect from time to time, whether or not material, or any failure
(other than due to reasonable administrative error that is cured
promptly upon notice) to pay any portion of the Officer's compensation
as and when due;
(iv) any change in the terms and conditions of any
compensation or benefit program in which the Officer participates
which, either individually or together with other changes, has a
material adverse effect on the aggregate value of his total
compensation package; provided that the Officer shall have given notice
of such material adverse effect to the Bank, and the Bank has not fully
cured such material adverse effect within thirty (30) days after such
notice is deemed given; provided, however, that this section 7(b)(iv)
shall not apply if the change in the terms and conditions of the
compensation or benefit program affects all participants in such
program equally;
(v) any material breach by the Bank of any material term,
condition or covenant contained in this Agreement; provided that the
Officer shall have given
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notice of such material adverse effect to the Bank, and the Bank has
not fully cured such material adverse effect within thirty (30) days
after such notice is deemed given; or
(vi) a change in the Officer's principal place of employment
to a place that is not the principal executive office of the Bank, or a
relocation of the Bank's principal executive office to a location that
is both more than thirty-five (35) miles away from the Officer's
principal residence and more than thirty-five (35) miles away from the
location of the Bank's principal executive office on the day before the
occurrence of the Change of Control.
In all other cases, a resignation by the Officer shall be deemed to be without
Good Reason. In the event of resignation, the Officer shall state in his notice
of resignation whether he considers his resignation to be a resignation with
Good Reason, and if he does, he shall state in such notice the grounds which
constitute Good Reason. The Officer's determination of the existence of Good
Reason shall be conclusive in the absence of fraud, bad faith or manifest error.
(c) In the event of the Officer's resignation for any reason,
the Bank shall pay and deliver the Standard Termination Entitlements. In the
event of the Officer's resignation with Good Reason, the Bank shall also pay and
deliver the Additional Termination Entitlements.
Section 8. Terms and Conditions of the Additional Termination
Entitlements.
The Bank and the Officer hereby stipulate that the damages
which may be incurred by the Officer following any termination of employment are
not capable of accurate measurement as of the date first above written and that
the Additional Termination Entitlements constitute reasonable damages under the
circumstances and shall be payable without any requirement of proof of actual
damage and without regard to the Officer's efforts, if any, to mitigate damages.
The Bank and the Officer further agree that the Bank may condition the payment
and delivery of the Additional Termination Entitlements on the receipt of: (a)
the Officer's resignation from any and all positions which he holds as an
officer, director or committee member with respect to the Bank or the Company or
any subsidiary or affiliate of either of them; and (b) a release of the Bank and
its officers, directors, shareholders, subsidiaries and affiliates, in form and
substance satisfactory to the Bank, of any liability to the Officer, whether for
compensation or damages, in connection with his employment with the Bank and the
termination of such employment except for the Standard Termination Entitlements
and the Additional Termination Entitlements.
Section 9. No Effect on Employee Benefit Plans or Programs.
The termination of the Officer's employment during the
Assurance Period or thereafter, whether by the Bank or by the Officer, shall
have no effect on the rights and obligations of the parties hereto under the
Bank's qualified or non-qualified retirement, pension, savings, thrift,
profit-sharing or stock bonus plans, group life, health (including
hospitalization, medical and major
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medical), dental, accident and long term disability insurance plans or such
other employee benefit plans or programs, or compensation plans or programs, as
may be maintained by, or cover employees of, the Bank from time to time;
provided, however, that nothing in this Agreement shall be deemed to duplicate
any compensation or benefits provided under any agreement, plan or program
covering the Officer to which the Bank or Company is a party and any duplicative
amount payable under any such agreement, plan or program shall be applied as an
offset to reduce the amounts otherwise payable hereunder.
Section 10. Successors and Assigns.
This Agreement will inure to the benefit of and be binding upon
the Officer, his legal representatives and testate or intestate distributees,
and the Company and the Bank and their respective successors and assigns,
including any successor by merger or consolidation or a statutory receiver or
any other person or firm or corporation to which all or substantially all of the
assets and business of the Company or the Bank may be sold or otherwise
transferred. Failure of the Bank to obtain from any successor its express
written assumption of the Company's or Bank's obligations hereunder at least 60
days in advance of the scheduled effective date of any such succession shall, if
such succession constitutes a Change of Control, constitute Good Reason for the
Officer's resignation on or at any time during the Term following the occurrence
of such succession.
Section 11. Notices.
Any communication required or permitted to be given under this
Agreement, including any notice, direction, designation, consent, instruction,
objection or waiver, shall be in writing and shall be deemed to have been given
at such time as it is delivered personally, or five days after mailing if
mailed, postage prepaid, by registered or certified mail, return receipt
requested, addressed to such party at the address listed below or at such other
address as one such party may by written notice specify to the other party:
If to the Officer:
[Officer name]
[Officer address]
[Officer address]
If to the Company or the Bank:
Bridge Street Financial, Inc.
00 Xxxx Xxxxxx Xxxxxx
Xxxxxx, Xxx Xxxx 00000
Attention: Chairman, Personnel & Compensation Committee
of the Board of Directors
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Section 12. Indemnification for Attorneys' Fees.
The Bank shall indemnify, hold harmless and defend the Officer
against reasonable costs, including legal fees, incurred by him in connection
with or arising out of any action, suit or proceeding in which he may be
involved, as a result of his efforts, in good faith, to defend or enforce the
terms of this Agreement; provided, however, that the Officer shall have
substantially prevailed on the merits pursuant to a judgment, decree or order of
a court of competent jurisdiction or of an arbitrator in an arbitration
proceeding. The determination whether the Officer shall have substantially
prevailed on the merits and is therefore entitled to such indemnification, shall
be made by the court or arbitrator, as applicable. In the event of a settlement
pursuant to a settlement agreement, any indemnification payment under this
section 12 shall be made only after a determination by the members of the Board
(other than the Officer and any other member of the Board to which the Officer
is related by blood or marriage) that the Officer has acted in good faith and
that such indemnification payment is in the best interests of the Bank.
Section 13. Severability.
A determination that any provision of this Agreement is
invalid or unenforceable shall not affect the validity or enforceability of any
other provision hereof.
Section 14. Waiver.
Failure to insist upon strict compliance with any of the
terms, covenants or conditions hereof shall not be deemed a waiver of such term,
covenant, or condition. A waiver of any provision of this Agreement must be made
in writing, designated as a waiver, and signed by the party against whom its
enforcement is sought. Any waiver or relinquishment of any right or power
hereunder at any one or more times shall not be deemed a waiver or
relinquishment of such right or power at any other time or times.
Section 15. Counterparts.
This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, and all of which shall constitute one
and the same Agreement.
Section 16. Governing Law.
This Agreement shall be governed by and construed and enforced
in accordance with the federal laws of the United States and, to the extent that
federal law is inapplicable, in accordance with the laws of the State of New
York applicable to contracts entered into and to be performed entirely within
the State of New York.
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Section 17. Headings and Construction.
The headings of sections in this Agreement are for convenience
of reference only and are not intended to qualify the meaning of any section.
Any reference to a section number shall refer to a section of this Agreement,
unless otherwise stated.
Section 18. Entire Agreement; Modifications.
This instrument contains the entire agreement of the parties
relating to the subject matter hereof, and supersedes in its entirety any and
all prior agreements, understandings or representations relating to the subject
matter hereof. No modifications of this Agreement shall be valid unless made in
writing and signed by the parties hereto.
Section 19. Required Regulatory Provisions.
The following provisions are included for the purposes of
complying with various laws, rules and regulations applicable to the Bank:
(a) Notwithstanding anything herein contained to the
contrary, in no event shall the aggregate amount of compensation payable to the
Officer hereunder exceed three times the Officer's average annual compensation
(within the meaning of OTS Regulatory Bulletin 27a or any successor thereto) for
the last five consecutive calendar years to end prior to his termination of
employment with the Bank (or for his entire period of employment with the Bank
if less than five calendar years). The compensation payable to the Officer
hereunder shall be further reduced (but not below zero) if such reduction would
avoid the assessment of excise taxes on excess parachute payments (within the
meaning of section 280G of the Code).
(b) Notwithstanding anything herein contained to the
contrary, any payments to the Officer by the Bank, whether pursuant to this
Agreement or otherwise, are subject to and conditioned upon their compliance
with section 18(k) of the Federal Deposit Insurance Act ("FDI Act"), 12 U.S.C.
(S)1828(k), and any regulations promulgated thereunder.
(c) Notwithstanding anything herein contained to the
contrary, if the Officer is suspended from office and/or temporarily prohibited
from participating in the conduct of the affairs of the Bank pursuant to a
notice served under section 8(e)(3) or 8(g)(1) of the FDI Act, 12 U.S.C.
(S)1818(e)(3) or 1818(g)(1), the Bank's obligations under this Agreement shall
be suspended as of the date of service of such notice, unless stayed by
appropriate proceedings. If the charges in such notice are dismissed, the Bank,
in its discretion, may (i) pay to the Officer all or part of the compensation
withheld while the Bank's obligations hereunder were suspended and (ii)
reinstate, in whole or in part, any of the obligations which were suspended.
(d) Notwithstanding anything herein contained to the
contrary, if the Officer is removed and/or permanently prohibited from
participating in the conduct of the Bank's affairs by an order issued under
section 8(e)(4) or 8(g)(1) of the FDI Act, 12 U.S.C. (S)1818(e)(4) or (g)(1),
all
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prospective obligations of the Bank under this Agreement shall terminate as of
the effective date of the order, but vested rights and obligations of the Bank
and the Officer shall not be affected.
(e) Notwithstanding anything herein contained to the contrary,
if the Bank is in default (within the meaning of section 3(x)(1) of the FDI Act,
12 U.S.C. (S)1813(x)(1), all prospective obligations of the Bank under this
Agreement shall terminate as of the date of default, but vested rights and
obligations of the Bank and the Officer shall not be affected.
(f) Notwithstanding anything herein contained to the contrary,
all prospective obligations of the Bank hereunder shall be terminated, except to
the extent that a continuation of this Agreement is necessary for the continued
operation of the Bank: (i) by the Director of the OTS or his designee or the
Federal Deposit Insurance Corporation ("FDIC"), at the time the FDIC enters into
an agreement to provide assistance to or on behalf of the Bank under the
authority contained in section 13(c) of the FDI Act, 12 U.S.C. (S)1823(c); (ii)
by the Director of the OTS or his designee at the time such Director or designee
approves a supervisory merger to resolve problems related to the operation of
the Bank or when the Bank is determined by such Director to be in an unsafe or
unsound condition. The vested rights and obligations of the parties shall not be
affected.
If and to the extent that any of the foregoing provisions
shall cease to be required or by applicable law, rule or regulation, the same
shall become inoperative as though eliminated by formal amendment of this
Agreement.
Section 20. Guaranty.
The Company hereby irrevocably and unconditionally guarantees
to the Officer the payment of all amounts, and the performance of all other
obligations, due from the Bank in accordance with the terms of this Agreement as
and when due without any requirement of presentment, demand of payment, protest
or notice of dishonor or nonpayment.
Section 21. Effective Date.
This Agreement shall become effective (the "Effective Date")
upon the effective date of the Bank's conversion from a New York savings bank to
a national bank pursuant to the Conversion. The Bank, the Company and the
Officer each hereby acknowledge and agree that the terms of this Agreement shall
have no force or effect prior to such Effective Date.
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In Witness Whereof, the Bank and the Company have caused this
Agreement to be executed and the Officer has hereunto set his hand, all as of
the day and year first above written.
_____________________________________
[___________]
Oswego County National Bank
Attest:
By___________________________________ By___________________________________
Name: Name:
Title: Title:
[Seal]
Bridge Street Financial, Inc.
Attest:
By___________________________________ By___________________________________
Name: Name:
Title: Title:
[Seal]
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