1
SUFFOLK BANCORP
EXHIBIT 99.C
FORM OF EMPLOYMENT
AGREEMENT
2
FORM OF EMPLOYMENT AGREEMENT
THIS AGREEMENT, made this 31st day of December, 1999 by and between The
Suffolk County National Bank (hereinafter) referred to as "Bank"), a National
Banking Association having its principal place of business at 0 Xxxx Xxxxxx
Xxxxxx, Xxxxxxxxx, Xxx Xxxx, a wholly owned subsidiary of Suffolk Bancorp
(hereinafter referred to as "Company") a New York Corporation having its
principal place of business at 0 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx and
Name of Executive ("Executive"), an individual residing at Address of Executive.
WHEREAS, The Executive is employed at the pleasure of the Bank and
Company at a salary and terms mutually agreeable and fixed from time to time by
the Bank or Company, and,
WHEREAS, the Bank and Company do not anticipate a sale, merger or
takeover but desire to protect Executive against dismissal or loss of status in
the event of a "change in control" (as hereinafter defined) of the Bank or
Company, prior to January 1, 2005, and,
WHEREAS, such period of protection shall extend for a term not to
exceed three years after such "change in control,"
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, it is agreed as follows:
1. Employment. No Right to continuation of employment, compensation or
benefits prior to a "change in control" is hereby conferred upon the Executive
except that he shall not be dismissed or suffer a loss in status within 36
months of after a "change in control".
3
2. Termination. Upon the occurrence of an "event of termination", as
defined in paragraph 2C below, during the period of Executive's employment, the
provisions of this paragraph 2 shall apply.
(A) Termination Payments. Upon the occurrence of an "event of
termination", the Bank or Company shall pay Executive monthly, or if Executive
is deceased, his beneficiary or beneficiaries or estate, as the case may be, a
sum equal to the monthly rate of salary paid to Executive 30 days before such
occurrence plus an amount equal to 1/12th of all bonuses paid in the preceding
12 months. These payments shall commence on the last day of the month following
the date of the occurrence of the "event of termination" and shall, along with
the then Bank's or Company's health benefits, continue for 36 months thereafter
less such monthly payments Executive may have received after the "change in
control".
(B) Mitigation of Payments to Executive. Executive shall not be
required to mitigate the amount of any payment provided in this paragraph 2 by
seeking other employment or otherwise. To the extent that Executive receives
salary and benefits from sources other than his capital investments during the
payment period described in paragraph 2(A) the payments under 2(A), shall be
correspondingly reduced. Bank or Company shall make the payments in the amounts
and at the times for these payments had the termination not occurred until
Executive furnishes the Bank and Company with reports of salary and benefits
earned by him from sources other than the Bank and Company, at which time the
Bank and Company may offset the amount of salary and benefits earned by
Executive from such other sources against the next payment due to Executive.
Executive shall first start providing such reports to the Bank and Company at
the time Executive first starts receiving salary and benefits earned by him from
other sources. Executive shall continue to provide such reports on the dates
prescribed by this Agreement for the payments by Bank or Company to Executive
with respect to continuation of salary and benefits.
4
(C) Definition of Termination. For the purposes of this paragraph 8,
the term "event of termination" shall mean either of the following:
i. The voluntary termination by Executive within 3 years of
direct or indirect "change in control" of the Bank or Company by reason of any
material change by the Bank or the Company in the Executive's salary, function,
duties* or responsibilities which causes the Executive's position with the Bank
and Company to be of less dignity, responsibility, importance or scope from the
position and attributes thereof immediately prior to the "change in control," or
any significant change in geographic location of Executive's place of employment
following a "change in control", or
ii. The Bank's and/or Company's termination of Executive for
any reason, within three years after a direct or indirect "change in control" of
the Bank or Company.
* Executive serves as Title in charge of the Function. In this Executive Officer
capacity his/her responsibilities include duties. Executive reports directly to
the Supervising Officer.
5
(D) Change in Control. For the purpose of this Agreement, a "change in
control" shall mean:
I. 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 13(d)(3) promulgated under the Exchange
Act) of 25% or more of either (a) the then outstanding shares of common stock of
the Company (the "Outstanding Company Common Stock") or (b) 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 (i), the
following acquisitions shall not constitute a change in control: (a) any
acquisition directly from the Company, (b) any acquisition by the Company, (c)
any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company or, (d)
any acquisition by any corporation pursuant to a transaction which complies with
clauses (a), (b) and (c) or subsection (iii) of this Section D; or
(ii) Individuals who, as of the date hereof, constitute the
Board (the "Incumbent Board") cease for any reasons to constitute at least a
majority of the board; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or nomination for
election by the Company's 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
Board; or
(iii) Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of the
assets of the Company (a "Business
6
Combination"), in each case, unless, following such Business Combination, (a)
all or substantially all the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 60% of, respectively, 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, as the case may be, 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 the Company's
assets either directly or through one of more subsidiaries) in substantially the
same proportions as their ownership, immediately prior to such Business
Combination of the Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be, (b) no Person (excluding any employee
benefit plan (or related trust) of the Company or such corporation resulting
from such Business Combination) beneficially owns, directly or indirectly 25% or
more of, respectively, 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 (c)
at lease 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, or of the action of the
Board, providing for such Business Combination; or
(iv) Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.
(E) Reduction of Payments in Certain Circumstances. Total payments due
Executive under this agreement will be reduced to the extent necessary to avoid
the provisions of Sections 280G and 4999 of the Internal Revenue Code of 1986,
being applied to the payments under this agreement and any other agreement
providing for
7
payments to Executive. Such reduction will be accomplished by having such
earlier termination date for such payments due Executive under this or any other
agreement (assuming no mitigation of payments under subparagraph 2(B) hereof)
discounted under Internal Revenue Code Section 1274(b)(2), using the applicable
federal rates as of the "event of termination" does not exceed three times the
base amount as determined under Internal Revenue Code Section 280G. To the
extent actual payments are later reduced as a result of subparagraph 2(B) hereof
actual payment may continue past such earlier termination date, but not beyond
the normal termination provided for in paragraph 2 hereof, so long as such
additional payments do not exceed the amount of such reduction under
subparagraph 2(B). In the event this Agreement and the payments herder are
exempt from the provisions of Section 280G as a result of the provisions of
Section 280G(b)(5) or otherwise, the provisions of the subparagraph 2(D).
3. Joint and Several Liability. The obligations of the Bank and Company
hereunder shall be joint and several provided, however, as long as the Bank is
legally and financially able to make the payments provided for under paragraph 2
hereunder it shall do so rather than the Company.
4. Modification and Waiver.
(A) Amendment of Agreement. This Agreement may not be modified or
amended except by an instrument in writing signed by the parties hereto.
(B) Waiver. No term or condition of this Agreement shall be deemed to
have been waived, nor shall there be any estoppel against the enforcement of any
provision of this Agreement, except by written instrument of the party charged
with such waiver or estoppel. No such written waiver shall be deemed a
continuing waiver unless specifically stated therein, and each such waiver shall
operate only as to the specific term or condition waived and shall not
constitute a waiver of such term or condition for the future or as to any act
other than that specifically waived.
8
5. Severability. If, for any reason, any provision of this Agreement is
held invalid, such invalidity shall not affect any other provision of this
Agreement not held so invalid, and each such other provision shall, to the full
extent consistent with law, continue in full force and effect. If any provision
shall be held invalid in part, such invalidity shall in no way affect the rest
of such provision not held so invalid, and the rest of such provision, together
with all other provisions of this Agreement, shall to the full extent consistent
with the law continue in full force and effect. If this Agreement is held
invalid as to either the Bank or Company, it shall continue in effect as to the
other party hereto and to the full extent consistent with the law in full force
and effect as to the other party hereto.
6. Headings. The headings of paragraphs herein are included solely for
convenience of reference and shall not control the meaning or interpretation of
any other provisions of this Agreement.
7. Governing Law. This Agreement has been executed and delivered in the
State of New York, and its validity, interpretation, performance and enforcement
shall be governed by the laws of said State.
8. Binding Agreement. This Agreement shall be binding upon, and insure
to the benefit of the Executive, the Bank and the Company and their respective
permitted successors and assigns.
9. This Agreement shall only be effective for a "change in Control"
which takes place prior to January 1, 2005.
9
IN WITNESS WHEREOF, the Bank and Company have caused this Agreement to
be executed by its duly authorized officer, and Executive has signed this
Agreement, all as of the day and year first written.
THE SUFFOLK COUNTY NATIONAL BANK
BY:______________________________________
SUFFOLK BANCORP
BY:______________________________________
Executive
Title
_________________________________________
