Exhibit 10.3
EMPLOYMENT AGREEMENT
This AGREEMENT ("Agreement") is made as of June 1, 2009, by and between
The Oneida Savings Bank (the "Bank"), a New York chartered savings bank, Xxxxxx
X. Xxxxx, an individual residing in Oneida, New York, ("Executive") and Oneida
Financial Corp. (the "Company"), a federally-chartered corporation and the
holding company of the Bank, as guarantor. The Bank and Company are collectively
referred to as the "Employer".
WHEREAS, Executive and the Board of Directors of the Bank desire to
enter into an agreement setting forth the terms and conditions of Executive's
employment and provide for the continued service of the Executive; and
WHEREAS, the Bank recognizes the importance of Executive to the Bank's
operations, and desires to assure the continuity of its management and enable
the Executive to devote his full attention to management responsibilities when
faced with a possible change in control of the Bank or the Company.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, it is hereby agreed as follows:
1. Employment.
(a) Term. The initial term of employment under this Agreement shall be
----
for the period commencing on the date hereof and ending on May 31, 2012. Not
later than six months prior to the expiration of this Agreement, the parties
agree to commence discussions regarding a renewal of this Agreement. If the
parties cannot reach agreement regarding the terms for a renewal agreement, this
Agreement shall automatically renew for a 12 month period unless either party
provides written notice of intent not to renew at least 60 days prior to the
expiration of this Agreement. The initial term and any renewal term are
collectively referred to herein as the "Employment Term."
(b) Duties. The Executive shall serve as Executive Vice President and
------
Chief Credit Officer of the Bank and Company during the Employment Term and
shall have such responsibilities, duties and authority as is customary for
persons serving in similar officer positions and as may from time to time be
reasonably assigned by the respective Boards of the Employer. The Executive
shall be responsible for implementing the policies of the Board of Directors of
the Company and the Board of Directors of the Bank, and shall report to the
President and Chief Executive Officer. In such capacity, Executive agrees to
discharge his duties to the best of his abilities and to devote substantially
all of his working time and attention to the performance of his duties under
this Agreement. During the Employment Term, there shall be no material decrease
in the duties and responsibilities of the Executive other than as provided
herein, unless the parties otherwise agree in writing. During the Employment
Term, the Executive shall not be required to relocate, without his consent, his
place of employment to a
location more than 25 miles away from the Employer's Oneida, New York location
to perform his duties hereunder, except for reasonably required travel by the
Executive on the business of the Employer. The Executive may affiliate with
professional associations, business and civic organizations in support of his
role as an officer of the Bank, provided that Executive's involvement in such
activities does not adversely affect the performance of his duties on behalf of
the Company or the Bank or the reputation of the Company or Bank.
2. Compensation and Benefits.
(a) Base Salary. The Executive shall initially be paid a base salary at
-----------
an annualized rate of $190,000.00 (as may be adjusted from time to time in
accordance with this Agreement, "Base Salary"), payable in accordance with the
Employer's regular payroll practices for its employees. On an annual basis, the
Executive's Base Salary shall be reviewed by the Employer and may be increased
in the discretion of the Board of Directors and Compensation Committee of the
Employer. In reviewing the Executive's Base Salary, the Board of Directors of
the Employer shall consider the Executive's performance, scope of
responsibility, and such other matters as the Board of Directors or the
Compensation Committee of the Board deems appropriate. The Base Salary of the
Executive shall not be decreased at any time during the current Employment Term
from the amount then in effect, unless the Executive otherwise agrees in
writing.
(b) Bonuses and Incentive Compensation. The Executive shall be eligible
----------------------------------
to participate in an equitable manner with all other employees of the Employer
in any bonus or other incentive programs (including any stock option or equity
compensation plans) as may be authorized, declared and paid by the Boards of
Directors of the Employer. This provision shall not preclude the grant of any
other bonus or compensation to the Executive as determined by the Board of
Directors of the Employer.
(c) Benefit Plans. The Executive shall be eligible to participate in
--------------
any employee pension benefit plans (as that term is defined under Section 3(2)
of the Employee Retirement Income Security Act of 1974, as amended), group life
insurance plans, medical plans, dental plans, long-term disability plans, and
other fringe benefit plans or programs maintained by the employer for the
benefit of its employees ("Benefit Plans"). The Executive's participation in any
such benefit plans and programs (before or after termination) shall be based on,
and subject to satisfaction of, the eligibility requirements and other
conditions of such plans and programs notwithstanding any provisions of this
Agreement. The Executive shall be entitled to such supplemental benefits as set
forth on the attached Exhibit A to this Agreement, which may be amended from
time-to-time upon the mutual agreement of Executive and Employer.
(d) Expenses. The Executive is authorized to incur reasonable expenses
--------
in the performance of his duties hereunder, including the costs of business
entertainment, travel, and attendance at meetings. The Employer shall reimburse
the Executive for all such expenses promptly upon periodic presentation by the
Executive of an itemized account of such expenses.
(e) Other Benefits. During the period of employment, the Executive
---------------
shall also be entitled to receive the following benefits:
(i) Paid vacation in accordance with the Employer's Employee
Handbook;
(ii) Reasonable sick leave consistent with the Bank's policy
in that regard for other executive officers; and
(iii) Reimbursement of fees or dues (but not personal
expenses) for up to two club memberships of the Executive at dining or country
clubs as may be beneficial to the Executive's role with the Bank. The choice of
clubs shall be subject to review and disapproval by the Board of Directors of
the Bank at any time.
(iv) The Executive will receive a monthly vehicle allowance of
$700 for the purchase/lease and maintenance of a vehicle available for necessary
business travel commensurate with the Executive's duties and role with the Bank
as reviewed and approved by the Board of Directors.
(f) Exclusivity of Salary and Benefits. Executive shall not be entitled
----------------------------------
to any payments or benefits other than those provided under this Agreement or
referred to in Exhibit A.
3. Termination.
Prior to a Change of Control, the Executive's employment by the
Employer shall be subject to termination as follows:
(a) Voluntary Termination. The Executive may terminate this Agreement
----------------------
upon not less than 60 days prior written notice delivered to the Employer, in
which event the Executive shall be entitled only to the compensation and
benefits the Executive has earned or accrued through the date of termination.
Employer may appropriately adjust Executive's duties upon notice of such
termination.
(b) Termination Upon Death. This Agreement shall terminate upon the
-----------------------
Executive's death. In the event this Agreement is terminated as a result of the
Executive's death, the Employer shall continue payments of the Executive's Base
Salary and payments related to Executive's participation in the Benefit Plans
which would have otherwise been due for a period of 90 days following the
Executive's death to the Executive's estate or designated beneficiaries.
(c) Termination Upon Disability. Termination of Executive's employment
---------------------------
based on "Disability" shall be construed to comply with Section 409A of the
Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in
death, or last for a continuous period of not less than 12 months; (ii) by
reason of any medically determinable physical or mental impairment that can be
expected to result in death, or last for a continuous period of not less than 12
months, Executive is receiving income replacement benefits for a period of not
less than three months under an accident and health plan covering employees of
the Bank or the Company; or (iii) Executive is determined to be totally disabled
by the Social Security Administration.
The Employer may terminate this Agreement upon the Executive's
Disability. Once the Executive is determined to be Disabled, the Executive shall
be entitled to 100% of the Executive's Base Salary and continued non-taxable
benefits under the Benefit Plans for a period of 26 consecutive weeks
immediately following the date on which the Executive is determined to be
Disabled, reduced by any other Employer-provided benefits to which the Executive
may be entitled with respect to such Disability (including, but not limited to,
benefits provided under any disability insurance policy or program, worker's
compensation law, or any other benefit program or arrangement). Any payment of
Base Salary shall be made in accordance with the regular payroll practices of
the Bank.
(d) Termination for Cause. The Employer may terminate the Executive's
----------------------
employment for Cause by written notice to the Executive. For purposes of this
Agreement, "Cause" shall mean the Executive's (1) personal dishonesty,
incompetence, or willful misconduct; (2) breach of fiduciary duty involving
personal profit or intentional failure to perform material stated duties; (3)
willful violation of any law, rule, or regulation (other than traffic violations
or similar offenses); (4) being a specific subject of a final cease and desist
order from, written agreement with, or other order or supervisory direction
from, any federal or state regulatory authority; or (5) conviction or indictment
of Executive for a felony or any misdemeanor involving moral turpitude, deceit,
dishonesty or fraud. In determining incompetence, the acts or omissions shall be
measured against standards generally prevailing in the financial institutions
industry; provided, it shall be the burden of the Employer to establish the
alleged acts and omissions and the prevailing nature of the standards the
Employer shall have alleged are violated by such acts and/or omissions.
Notwithstanding any other term or provision of this Agreement to the
contrary, if the Executive's employment is terminated for Cause, the Executive
shall forfeit all rights to payments and benefits otherwise provided pursuant to
this Agreement; provided, however, that Base Salary shall be paid through the
date of termination.
(e) Termination Without Cause. The Employer may terminate the
----------------------------
Executive's employment for reasons other than Cause upon not less than 60 days
prior to when written notice is delivered to the Executive, in which event the
Employer shall (i) pay to the Executive within 30 days following the date of
termination a lump sum payment equal to (i) the unpaid Base Salary that would
have been paid to or earned by the Executive pursuant to this Agreement, if the
Executive had remained employed under the terms of this Agreement through the
end of the Employment Term, or for a period of 6 months following the date of
termination, whichever period is longer; and (ii) a cash bonus payment equal to
the estimated amount necessary for the Executive to use the after-tax portion of
said payment to pay the premiums of the Executive's supplemental benefits as
provided in Exhibit A for a period of 18 months following the termination date.
In addition, the Employer shall provide continued life insurance coverage and
non-taxable medical and dental insurance coverage at substantially the same
levels that existed prior to the termination for a period of 18 months following
the termination date. If the Executive terminates his employment with the
Employer during the Employment Term for "Good Reason" (defined in Section 4(d)
below), other than following a Change of Control, such termination shall be
deemed to have been a termination by the Employer of the Executive's employment
without Cause.
Notwithstanding the foregoing, if Executive's employment ends prior to
May 31, 2011 for reasons other than Cause and under circumstances that entitled
the Executive to payments and benefits under paragraph 4(a) of this Agreement
(regarding a "Change of Control"), then amounts that may be payable under this
paragraph 3(e) shall be reduced by payments made to Employee under paragraph
4(a).
(f) Change of Control. If the Executive's employment by the Employer
-----------------
shall cease for any reason other than Cause, death or disability of Executive,
or termination for Good Reason by Executive within six months prior to, or 12
months following, a Change of Control that occurs during the Employment Term,
the provisions of paragraph 4 below shall apply even if the Employment Term
under this Agreement has expired.
(g) Resignation. Effective upon the Executive's termination of
-----------
employment for any reason, the Executive hereby resigns from any and all offices
and positions (including any director positions) related to the Executive's
employment with the Employer and any subsidiaries or affiliates thereof, and
held by the Executive at the time of termination.
(h) Regulatory Limits. Notwithstanding any other provision in this
------------------
Agreement, (i) the Employer may terminate or suspend this Agreement and the
employment of the Executive hereunder, as if such termination were for Cause
under Section 3(d) hereof, to the extent required by applicable Federal or state
law related to banking, deposit insurance or bank or savings institution holding
companies or by regulations or orders issued by the Federal Deposit Insurance
Corporation or any other state or federal banking regulatory agency having
jurisdiction over the Company or the Bank and (ii) no payment shall be required
to be made to or for the benefit of the Executive under this Agreement to the
extent such payment is prohibited by applicable law, regulation or order issued
by a banking agency or a court of competent jurisdiction; provided that it shall
be the Employer's burden to establish that any such action was so required.
4. Termination Following a Change of Control.
(a) Subject to the limits set forth in Section 4(b), in the event the
Employer terminates the Executive's employment for reasons other than Cause,
death or Disability of Executive, or the Executive terminates employment with
Good Reason, in either case within six months prior to, or 12 months after, a
Change of Control, the Employer shall, within 30 days following termination, (i)
pay to the Executive a lump sum cash payment equal to 2.99 times the average
annual compensation paid to the Executive by Employer and included in the
Executive's gross income for income tax purposes during the five full calendar
years, or shorter period of employment, that immediately precede the year during
which the Change of Control occurs, and (ii) a cash bonus payment equal to the
estimated amount necessary for the Executive to use the after-tax portion of
said payment to pay the premiums of the Executive's supplemental benefits as
provided in Exhibit A for a period of 18 months following the termination date.
In addition, the Employer shall provide continued life insurance coverage and
non-taxable medical and dental insurance coverage at substantially the same
levels that existed prior to the termination for a period of 18 months following
the termination date.
(b) Limitation. Notwithstanding anything in this Agreement to the
----------
contrary, in the event that the amount payable to the Executive pursuant to
Section 4(a) above, when added to all other amounts paid or to be paid to, and
the value of all property received or to be received by the Executive in
anticipation of or following a Change of Control, whether paid or received
pursuant to this Agreement or otherwise (such other amounts and property being
referred to herein as "Other Change in Control Payments"), would constitute an
excess parachute payment within the meaning of Section 280G of the Internal
Revenue Code of 1986, as amended (or any successor or renumbered section), then
the amount payable pursuant to Section 4(a) of this Agreement shall be reduced
to the maximum amount which, when added to such Other Change in Control
Payments, would not constitute an excess parachute payment. The allocation of
any reduction required by this subparagraph among various payments shall be made
based on the directions of the Executive, provided, however, that if it is
determined that such directions by the Executive shall be in violation of Code
Section 409A, the allocation of the required reduction shall be pro-rata.
(c) For purposes of this Agreement, a "Change of Control" shall mean:
(1) Acquisition of Significant Share Ownership: The
-------------------------------------------------
acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) (a "Person") of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 25% or more of the combined
voting power of the then outstanding voting securities of the Company entitled
to vote generally in the election of directors (the "Outstanding Company Voting
Securities"); provided, however, that for purposes of this subsection (1), the
following acquisitions shall not constitute a Change of Control: (i) any
acquisition directly from the Company or Oneida Financial, MHC, (ii) any
acquisition by the Company or Oneida Financial, MHC, (iii) any acquisition by
any employee benefit plan (or related trust) sponsored or maintained by the
Company or Oneida Financial, MHC, the Bank or any other corporation controlled
by the Company or Oneida
Financial, MHC, (iv) the reorganization of Oneida Financial MHC to a converted
stock entity, or (v) any acquisition by any corporation pursuant to a
transaction that complies with clauses (i), (ii), and (iii) of subsection (3) of
this Section 4(c); or
(2) Change in Board Composition: Individuals who, as of the
----------------------------
date hereof, constitute the Board of Directors of the Company (the "Incumbent
Board") cease for any reason to constitute at least a majority of such Board of
Directors (the "Company Board"); provided, however, that any individual becoming
a director subsequent to the date hereof whose election, or nomination for
election by Company shareholders, was approved by a vote of at least a majority
of the directors then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board, but excluding, for
this purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Company Board; or
(3) Merger with Third Party: Consummation of reorganization,
-----------------------
merger or consolidation of the Company with another entity (a "Business
Combination"), unless, following such Business Combination, (i) all or
substantially all of the individuals and entities who were the beneficial owners
of the Outstanding Company Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50% of the then
outstanding shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of
directors of the corporation resulting from such Business Combination
(including, without limitation, a corporation which as a result of such
transaction owns the Company or all or substantially all of the Company's assets
either directly or through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Business Combination,
(ii) no Person (excluding any corporation resulting from such Business
Combination or any employee benefit plan (or related trust) of the Company, the
Bank, such corporation resulting from such Business Combination or a corporation
controlled by any of them) beneficially owns, directly or indirectly, 25% or
more of the then outstanding shares of common stock of the corporation resulting
from such Business Combination or the combined voting power of the then
outstanding voting securities of such corporation except to the extent that such
ownership existed prior to the Business Combination and (iii) at least a
majority of the members of the board of directors of the corporation resulting
from such Business Combination were members of the Incumbent Board at the time
of the execution of the initial agreement, providing for such Business
Combination; or
(4) Sale of Assets: The Company sells or deposes of all or
---------------
substantially all of its assets to a third party.
(d) "Good Reason" shall mean the Executive's resignation from the
Bank's employ upon any of the following, unless consented to by Executive:
(1) failure to appoint Executive to the position set forth in
Section 1, or a material change in Executive's function, duties, or
responsibilities, which change would cause Executive's position to become one of
lesser responsibility, importance, or scope from the position and
responsibilities described in Section 1, to which Executive has not agreed in
writing
(and any such material change shall be deemed a continuing breach of this
Agreement by the Bank);
(2) a relocation of Executive's principal place of employment
to a location that is more than 25 miles from the location of the Bank's
principal executive offices as of the date of this Agreement;
(3) a material reduction in the benefits and perquisites,
including Base Salary, to Executive from those being provided as of the
Effective Date (except for any reduction that is part of a reduction in pay or
benefits that is generally applicable to officers or employees of the Bank);
(4) a liquidation or dissolution of the Company or the Bank;
(7) a material breach of this Agreement by the Company or the
Bank.
Upon the occurrence of any event described in clauses (1) through (5)
above, the Executive shall have the right to elect to terminate his employment
under this Agreement by resignation within a reasonable period of time (not to
exceed ninety (90) days) after the event giving rise to the right to elect. The
Bank shall have at least 30 days to remedy any condition set forth in clauses
(1) through (5) above, provided, however the Bank shall be entitled to waive
such period and make an immediate payment in accordance with the applicable
section of this Agreement.
5. Covenants.
(a) Confidentiality. The Executive shall not, without the prior written
---------------
consent of the Employer, disclose or use in any way, either during the
Employment Term or thereafter, except as required in the course of his
employment by Employer, any confidential business or technical information or
trade secret acquired in the course of the Executive's employment by the
Employer. The Executive acknowledges and agrees that it would be difficult to
fully compensate the Employer for damages resulting from the breach or
threatened breach of the foregoing provision and, accordingly, that the Employer
shall be entitled to temporary preliminary injunctions and permanent injunctions
to enforce such provision. This provision with respect to injunctive relief
shall not, however, diminish the Employer's right to claim and recover damages.
The Executive covenants to use his best efforts to prevent the publication or
disclosure of any trade secret or any confidential information concerning the
business or finances of Employer or Employer's affiliates, or any of their
dealings, transactions or affairs which may come to the Executive's knowledge in
the pursuance of his duties or employment.
(b) No Competition. The Executive's employment is subject to the
---------------
condition that during the term of his employment hereunder and for a period of
24 months following the date his employment ceases for any reason, the Executive
(i) shall not, directly or indirectly, own, manage, operate, control or
participate in the ownership, management, operation or control of, or be
connected as an officer, employee, partner, director, individual proprietor,
lender, consultant or otherwise with, or have any financial interest in, or aid
or assist anyone else in the conduct of, any entity or business (a "Competitive
Operation") which competes in the banking industry or with any other business
conducted by the Employer or by any group, affiliate, division or
subsidiary of the Employer, in Madison, Oneida or Onondaga County, (ii) will
refrain from directly or indirectly employing, attempting to employ, recruiting
or otherwise soliciting, inducing or influencing any person to leave employment
with the Employer; and (iii) will refrain from soliciting or encouraging any
customer to terminate or otherwise modify adversely its business relationship
with the Employer. The Executive shall fully advise the Employer as to any
activity, interest, or investment the Executive may be involved in that might
violate the terms of this paragraph upon the request of Employer.
(c) Termination of Payments. Upon the breach by the Executive of any
------------------------
covenant under this Section 5, the Employer may terminate, offset and/or recover
from the Executive immediately any and all benefits paid to the Executive
pursuant to this Agreement, in addition to any and all other remedies available
to the Employer under the law or in equity.
(d) Modification. Although the parties consider the restrictions
------------
contained in this Section 5 reasonable as to protected business, duration, and
geographic area, in the event that any court of competent jurisdiction deems
them to be unreasonable, then such restrictions shall apply to the broadest
business, longest period, and largest geographic territory as may be considered
reasonable by such court, and this Section 5, as so amended, shall be enforced.
(e) Other Agreements. The Executive represents and warrants that
-----------------
neither the Executive's employment with the Employer nor the Executive's
performance of his obligations hereunder will conflict with or violate the
Executive's obligations under the terms of any agreement with a previous
employer or other party including agreements to refrain from competing, directly
or indirectly, with the business of such previous employer or any other party.
6. Miscellaneous.
(a) Withholding. The Employer shall deduct and withhold from
-----------
compensation and benefits provided under this Agreement all necessary income and
employment taxes and any other similar sums required by law to be withheld.
(b) Rules, Regulations and Policies. The Executive shall use his best
--------------------------------
efforts to abide by and comply with all of the rules, regulations, and policies
of the Employer, including without limitation the Employer's policy of strict
adherence to, and compliance with, any and all requirements of the banking,
securities, and antitrust laws and regulations.
(c) Return of Employer's Property. After the Executive has received
-------------------------------
notice of termination or at the end of his period of employment with Employer,
whichever first occurs, the Executive shall immediately return to Employer all
documents and other property in his possession belonging to Employer.
(d) Construction and Severability. The invalidity of anyone or more
-------------------------------
provisions of this Agreement or any part thereof, all of which are inserted
conditionally upon their being valid in law, shall not affect the validity of
any other provisions to this Agreement; and in the event that one or more
provisions contained herein shall be invalid, as determined by a court of
competent jurisdiction, this Agreement shall be construed as if such invalid
provisions had not been inserted.
(e) Governing Law. This Agreement shall be governed by the laws of the
-------------
United States, where applicable, and otherwise by the laws of the State of New
York other than the choice of law rules thereof.
(f) Assignability and Successors. This Agreement may not be assigned by
----------------------------
the Executive or the Employer, except that this Agreement shall be binding upon
and shall inure to the benefit of the successor of the Employer through merger
or corporate reorganization including the successor to the Company resulting
from any reorganization of Oneida Financial, MHC to a stock entity.
(g) Jurisdiction and Venue. The jurisdiction of any proceeding between
----------------------
the parties arising out of, or with respect to, this Agreement shall be in a
court of competent jurisdiction in New York State, and venue shall be in Madison
or Onondaga County. Each party shall be subject to the personal jurisdiction of
the courts of New York State.
(h) Arbitration of Disputes. Any controversy or claim arising out of or
-----------------------
relating to this Agreement or the breach thereof or otherwise arising out of the
Executive's employment or the termination of that employment (including, without
limitation, any claims of unlawful employment discrimination whether based on
age or otherwise) shall, to the fullest extent permitted by law, be settled by
arbitration in any forum and form agreed upon by the parties or, in the absence
of such an agreement, under the auspices of the American Arbitration Association
("AAA") in Syracuse, New York in accordance with the rules of the AAA,
including, but not limited to, the rules and procedures applicable to the
selection of arbitrators. Judgment upon the award rendered by the arbitrator may
be entered in any court having jurisdiction thereof. Notwithstanding the
foregoing, this Section shall not preclude either party from pursuing a court
action for the sole purpose of obtaining a temporary restraining order or a
preliminary injunction in circumstances in which such relief is appropriate;
provided that any other relief shall be pursued through an arbitration
proceeding pursuant to this Section.
(i) Entire Agreement; Amendment. This Agreement constitutes the entire
----------------------------
understanding and Agreement between the parties with respect to the subject
matter hereof and shall supersede all prior understandings and agreements. This
Agreement cannot be amended, modified, or supplemented in any respect, except by
a subsequent written agreement entered into by the parties hereto.
(j) Separation from Service. Notwithstanding anything else in this
-------------------------
Agreement, the Executive's employment shall not be deemed to have been
terminated under this Agreement unless and until the Executive has a Separation
from Service within the meaning of Section 409A of the Internal Revenue Code of
1986, as amended (the "Code"). For purposes of this Agreement, a "Separation
from Service" shall have occurred if the Employer and the Executive reasonably
anticipate that either no further services will be performed by the Executive
after the date of the termination (whether as an employee or as an independent
contractor) or the level of further services performed will not exceed 49% of
the average level of bona fide services in the
thirty-six (36) months immediately preceding the termination. For all purposes
hereunder, the definition of Separation from Service shall be interpreted
consistent with Treasury Regulation Section 1.409A-1(h)(1)(ii).
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.
THE ONEIDA SAVINGS BANK
By: /s/ Xxxxxx X. Xxxx
----------------------------------
Xxxxxx X. Xxxx
Chairman of the Executive Committee
By: /s/ Xxxxxxxx X. Xxxxxx
----------------------------------
Xxxxxxxx X. Xxxxxx
Chairman of Compensation Committee
ONEIDA FINANCIAL CORP.
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------
Xxxxxxx X. Xxxxx
Chairman
By: /s/ Xxxxxxxx X. Xxxxxx
----------------------------------
Xxxxxxxx X. Xxxxxx
Chairman of Compensation Committee
EXECUTIVE:
/s/ Xxxxxx X. Xxxxx
-------------------------------------
Xxxxxx X. Xxxxx
Exhibit A
---------
SUPPLEMENTAL BENEFITS
In accordance with Section 2(c) of the Employment Agreement, dated June 1, 2009
between Xxxxxx X. Xxxxx, The Oneida Savings Bank and Oneida Financial Corp. (the
"Employment Agreement"), this Exhibit contains the exclusive listing of
supplemental benefits which the Executive is entitled to in addition to the
compensation and benefits expressly referenced in the Employment Agreement. This
Exhibit may be amended from time-to-time upon the mutual agreement of the
Executive and the Compensation Committee and Board of Directors of Employer.
5. Supplemental Life Insurance - The Company will provide the Executive
with additional term life insurance to supplement the group coverage
provided to all employees of the Company, the cost of this policy to be
paid by the Company with the Executive responsible for the personal
income tax consequences of the additional benefit. The Company provides
a group plan with a death benefit equal to three and one-half times
Base Salary with a maximum benefit of $300,000.00. The additional term
life insurance provided under this agreement is a supplement to the
group term life insurance provided to all employees to provide an
overall benefit to the Executive equal to three and one-half times Base
Salary without a benefit cap.
6. Supplemental Long-Term Disability Insurance - The Company will provide
the Executive with a long-term disability policy to supplement the
group coverage provided to all employees of the Company. The group
coverage provides a benefit equal to two-thirds of Base Salary with a
maximum benefit of $6,000.00 per month. The supplemental long-term
disability insurance will wrap the current group policy to provide an
overall benefit to the Executive equal to two-thirds of Base Salary
without a benefit cap. The cost of this benefit to be paid by the
Company.
