Exhibit 10(ii)
EXECUTIVE SUPPLEMENTAL RETIREMENT
INCOME AGREEMENT FOR
XXXXXXX X. XXXXX
OSWEGO COUNTY SAVINGS BANK
Oswego, New York
March 15, 2000
Financial Institution Consulting Corporation
000 Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxx 00000
WATS: 1-800-873-0089
FAX: (000) 000-0000
(000) 000-0000
EXECUTIVE SUPPLEMENTAL RETIREMENT
INCOME AGREEMENT FOR XXXXXXX X. XXXXX
This Executive Supplemental Retirement Income Agreement ("Agreement"),
executed as of this 15th day of March, 2000, formalizes the understanding by and
between OSWEGO COUNTY SAVINGS BANK, a state chartered mutual savings bank having
its principal place of business in New York, hereinafter referred to as "Bank"
and Xxxxxxx X. Xxxxx, hereinafter referred to as "Executive." Any reference
herein to the "Holding Company" shall mean Oswego County Bancorp, Inc. and any
reference herein to the "Mutual Holding Company" shall mean Oswego County Mutual
Holding Co., M.H.C.
WITNESSETH:
WHEREAS, the Executive is employed by the Bank;
WHEREAS, the Bank recognizes the valuable services heretofore performed
for it by Executive and wishes to encourage continued employment;
WHEREAS, the Executive wishes to be assured that he will be entitled to
a certain amount of extended compensation for some definite period of time from
and after his retirement from active service with the Bank or other termination
of his employment and wishes to provide his beneficiary with benefits from and
after his death;
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank shall pay such extended compensation to Executive after his
retirement or other termination of his employment and/or death benefits to his
beneficiary after his death;
WHEREAS, the parties hereto intend that this Agreement be considered an
unfunded arrangement, maintained primarily to provide supplemental retirement
income for the Executive, a member of a select group of management or highly
compensated employees of the Bank for purposes of the Employee Retirement Income
Security Act of 1974, as amended;
WHEREAS, the Bank has adopted this Executive Supplemental Retirement
Income Agreement which controls all issues relating to the Supplemental
Retirement Income Benefit as described herein;
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:
SECTION I
DEFINITIONS
When used herein, the following words shall have the meanings below
unless the context clearly indicates otherwise:
1.1 "Accrued Benefit" means that portion of the Supplemental Retirement
Income Benefit which is required to be expensed and/or accrued under
generally accepted accounting principles by any appropriate methodology
which the Board of Directors may require in the exercise of its sole
discretion payable over the Payout Period.
1.2 "Act" means the Employee Retirement Income Security Act of 1974, as it
may be amended from time to time.
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1.3 "Bank" means OSWEGO COUNTY SAVINGS BANK and any successor thereto.
1.4 "Beneficiary" means the person or persons designated as beneficiary in
writing to the Bank to whom the share of a deceased Executive's account
is payable. If no beneficiary is so designated, then the Executive's
Spouse, if living, will be deemed the beneficiary. If the Executive's
Spouse is not living, then the Children of the Executive will be deemed
beneficiary. If there are no living Children, then the Estate of the
Executive will be deemed the beneficiary.
1.5 "Cause" means personal dishonesty, willful misconduct, willful
malfeasance, 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, including
driving while intoxicated, or similar offenses), final cease-and-desist
order, material breach of any provision of this Agreement, or gross
negligence in matters of material importance to the Bank.
1.6 A "Change in Control" shall mean and include the following with respect
to the Mutual Holding Company, the Bank, or the Holding Company:
(1) a reorganization, merger, merger conversion, consolidation or
sale of all or substantially all of the assets of the Bank,
the Mutual Holding Company or the Holding Company, or a
similar transaction in which the Bank, the Mutual Holding
Company or the Holding Company is not the resulting entity; or
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(2) individuals who constitute the board of directors of the Bank,
the Mutual Holding Company or the Holding Company on the date
hereof (the "Incumbent Board") cease for any reason to
constitute at least a majority thereof, provided that any
person becoming a director subsequent to the date hereof whose
election was approved by a vote of at least three-quarters of
the directors comprising the Incumbent Board, or whose
nomination for election was approved by the Holding Company's
nominating committee which is comprised of members of the
Incumbent Board, shall be, for purposes of this clause (ii)
considered as though he were a member of the Incumbent Board.
Notwithstanding the foregoing, a "Change in Control" of the Bank or the
Holding Company shall not be deemed to have occurred if the Mutual
Holding Company ceases to own at least 51% of all outstanding shares of
stock of the Holding Company in connection with a liquidation of the
Mutual Holding Company into the Holding Company or a conversion of the
Mutual Holding Company from mutual to stock form.
In addition, "Change in Control" shall mean and include the following
with respect to the Bank or the Holding Company in the event that the
Mutual Holding Company converts to stock form or in the event that the
Holding Company issues shares of its common stock to stockholders other
than the Mutual Holding Company:
(1) a change in control of a nature that would be required to be
reported in response to Item 1(a) of the current report on
Form 8-K, as in effect on the date hereof, pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934
(hereinafter the "Exchange Act"); or
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(2) an acquisition of "control" as defined in the Bank Holding
Company Act and applicable regulations thereunder ("BHCA"), as
determined by the Board of Directors of the Bank or the
Holding Company; or
(3) at such time as:
(1) any "person" (as the term is used in Sections 13(d)
and 14(d) of the Exchange Act) or "group acting in
concert" is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Bank
representing Twenty Percent (20%) or more of the
combined voting power of the Bank's or Holding
Company's outstanding securities ordinarily having
the right to vote at the elections of directors,
except for any stock purchased by the Bank's Employee
Stock Ownership Plan and/or the trust under such
plan; or
(2) a proxy statement is issued soliciting proxies from
the stockholders of the Holding Company by someone
other than the current management of the Holding
Company, seeking stockholder approval of a plan of
reorganization, merger, or consolidation of the
Holding Company with one or more corporations as a
result of which the outstanding shares of the class
of the Holding Company's securities are exchanged for
or converted into cash or property or securities not
issued by the Holding Company.
The term "person" includes an individual, a group acting in
concert, a corporation, a partnership, an association, a joint
venture, a pool, a joint stock
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company, a trust, an unincorporated organization or similar
company, a syndicate or any other group formed for the purpose
of acquiring, holding or disposing of securities. The term
"acquire" means obtaining ownership, control, power to vote or
sole power of disposition of stock, directly or indirectly or
through one or more transactions or subsidiaries, through
purchase, assignment, transfer, exchange, succession or other
means, including (1) an increase in percentage ownership
resulting from a redemption, repurchase, reverse stock split
or a similar transaction involving other securities of the
same class; and (2) the acquisition of stock by a group of
persons and/or companies acting in concert which shall be
deemed to occur upon the formation of such group, provided
that an investment advisor shall not be deemed to acquire the
voting stock of its advisee if the advisor (a) votes the stock
only upon instruction from the beneficial owner and (b) does
not provide the beneficial owner with advice concerning the
voting of such stock. The term "security" includes
nontransferable subscription rights issued pursuant to a plan
of conversion, as well as a "security," as defined in 15
U.S.C. ss. 78c(2)(1); and the term "acting in concert" means
(1) knowing participation in a joint activity or
interdependent conscious parallel action towards a common goal
whether or not pursuant to an express agreement, or (2) a
combination or pooling of voting or other interests in the
securities of an issuer for a common purpose pursuant to any
contract, understanding, relationship, agreement or other
arrangement, whether written or otherwise. Further, acting in
concert with any person or company shall also be deemed to be
acting in concert with any person or company that is acting in
concert with such other person or company.
Notwithstanding the above definitions, the boards of directors
of the Bank or the Holding Company, in their absolute
discretion, may make a finding that a Change in Control of the
Bank or the Holding Company has taken place without the
occurrence of any or all of the events enumerated above.
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1.7 "Children" means the Executive's children, both natural and adopted and
any issue of any predeceased Children, then living at the time payments
are due the Children under this Agreement.
1.8 "Code" means the Internal Revenue Code of 1986 as amended from time to
time.
1.9 "Effective Date" shall be the March 15, 2000.
1.10 "Estate" means the estate of the Executive.
1.11 "Interest Factor" means Seven Per Cent (7%) per annum.
1.12 "Normal Retirement Date" means the first day of the month coincident
with or next following the Executive's sixty-fifth (65th) birthday.
1.13 "Payout Period" means the time frame during which certain benefits
payable hereunder shall be distributed. Payments shall be made in equal
monthly installments commencing within thirty (30) days following the
occurrence of the event which triggers distribution and continuing for
One Hundred Eighty (180) consecutive months or for the life of the
Executive whichever is longer. For purposes of the Survivor's Benefit
payable hereunder, the Payout Period shall be One Hundred Eighty (180)
consecutive months.
1.14 "Permanently and Totally Disabled" means Executive has, for at least
six (6) months, been unable to perform the services incident to his
position with the Bank as a result of accidental bodily injury or
sickness and that the status is likely to continue for an indefinite
period, as reasonably determined subsequent to the expiration of the
six (6) month period by a duly licensed physician selected in good
faith by the Bank.
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1.15 "Spouse" means the individual to whom the Executive is legally married
at the time of the Executive's death.
1.16 "Suicide" means the act of intentionally killing oneself.
1.17 "Supplemental Retirement Income Benefit" means an annual amount,
payable over the Payout Period, equal to $152,333.
1.18 "Survivor's Benefit" means the benefit provided to Executive's
Beneficiary if the Executive dies while in active employment of the
Bank. Such Survivor's Benefit shall be an amount equal to the annual
sum of $75,000 payable in monthly installments over the Payout Period
if the Executive dies within the first five (5) years of service with
the Bank. The Survivor's Benefit shall be an amount equal to an annual
sum of $100,000 payable in monthly installments over the Payout Period
if the Executive dies after completing five (5) years of service with
the Bank but before completing ten (10) years of service with the bank.
The Survivor's Benefit shall be the Supplemental Retirement Income
Benefit payable in monthly installments over the Payout Period if the
Executive dies after completing ten (10) years of service with the
Bank.
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SECTION II
PRE RETIREMENT AND POST RETIREMENT DEATH BENEFITS
2.1 Death Prior to Termination of Employment. If Executive dies prior to
termination of employment with the Bank (but before commencement of
payment of the Supplemental Retirement Income Benefit to Executive),
his Beneficiary shall be entitled to the Survivor's Benefit. The first
installment shall begin within thirty (30) days after the date of death
of Executive and each succeeding installment shall be paid on the next
succeeding month thereof during the Payout Period.
2.2 Death After Change in Control. If Executive dies after termination of
employment with the Bank coincident with or following a Change in
Control (but before commencement of payment of the Supplemental
Retirement Income Benefit to Executive), his Beneficiary shall be
entitled to the full Survivor's Benefit (as if the Executive had
completed ten (10) years of service with the Bank) beginning within
thirty (30) days after the date of death of Executive and payable over
the Payout Period.
2.3 Death Subsequent to Retirement. In the event of death of Executive
while receiving monthly benefits under this Agreement or after
retirement but before commencement of payment of the Supplemental
Retirement Income Benefit to Executive, except under Section 3.3
hereof, then the unpaid balance of such monthly payments remaining to
be paid at that time shall continue to be paid monthly for the
remainder of the Payout Period to Executive's Beneficiary.
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2.4. Death After Termination of Employment Prior to Normal Retirement Age.
In the event of Executive's Death following a voluntary or involuntary
termination of employment with the Bank prior to his Normal Retirement
Date, for any reason other than Cause or following a Change in Control,
the Executive's Beneficiary shall be entitled to his Accrued Benefit
determined as of the date of termination of employment and annuitized
using the Interest Factor and payable in monthly installments over the
Payout Period.
2.5 Death by Reason of Suicide. In the event Executive dies by reason of
suicide at any time within twenty-six (26) months after execution of
this Agreement, the Bank shall be under no obligation to provide any
benefits to the Executive's Beneficiary.
2.6 Additional Death Benefit - Burial Expenses. In addition to the
above-described death benefits, upon his death, Executive's beneficiary
shall be entitled to receive a one-time lump sum death benefit in the
amount of Ten Thousand ($10,000.00) Dollars.
SECTION III
SUPPLEMENTAL RETIREMENT INCOME BENEFIT
AND DISABILITY BENEFIT
3.1 Normal Retirement Benefit. At Executive's retirement on or after the
Normal Retirement Date, the Bank shall commence payments of the
Supplemental Retirement Income Benefit to Executive. Such payments
shall commence the first day of the month next following the
Executive's retirement date and shall be payable in monthly
installments throughout the Payout Period.
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3.2 Disability. If Executive becomes Permanently and Totally Disabled prior
to reaching his retirement, while covered by the provisions of this
Agreement, Executive shall be entitled to his Accrued Benefit
(annuitized using the Interest Factor) at the time of disability.
Payments shall begin within thirty (30) days after Executive becomes
Permanently and Totally Disabled and payable in monthly installments
over the Payout Period. In the event the Executive dies at any time
after termination of employment due to disability but prior to
commencement or completion of all payments due and owing hereunder, the
Bank shall pay to the Executive's Beneficiary a continuation of the
monthly installments for the remainder of the Payout Period.
3.3 Voluntary or Involuntary Termination of Employment. If the Executive's
employment with the Bank is voluntarily or involuntarily terminated
prior to Normal Retirement Age, for any reason other than for Cause,
the Executive's death, disability, or following a Change in Control,
the Executive (or his Beneficiary) shall be entitled to his Accrued
Benefit as of the date of such termination, annuitized using the
Interest Factor. Such benefit shall commence within thirty (30) days of
such termination and shall be payable in monthly installments
throughout the Payout Period.
3.4 Termination of Service Related to a Change in Control. If a Change in
Control occurs at the Bank, and thereafter the Executive's employment
is terminated (either voluntarily or involuntarily), the Executive
shall be entitled to the Supplemental Retirement Income Benefit. Such
benefit shall commence within thirty (30) days of such termination and
shall be payable in monthly installments throughout the Payout Period.
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3.5 Termination for Cause. If the Executive is terminated for Cause, all
benefits under this Agreement shall be forfeited and this Agreement
shall become null and void.
SECTION IV
EXECUTIVE'S RIGHT TO ASSETS
The rights of the Executive, any Beneficiary of the Executive, or any
other person claiming through the Executive under this Agreement, shall be
solely those of an unsecured general creditor of the Bank. The Executive, the
Beneficiary of the Executive, or any other person claiming through the
Executive, shall only have the right to receive from the Bank those payments as
specified under this Agreement. The Executive agrees that he, his Beneficiary,
or any other person claiming through him shall have no rights or interests
whatsoever in any asset of the Bank, including any insurance policies or
contracts which the Bank may possess or obtain to informally fund this
Agreement. Any asset used or acquired by the Bank in connection with the
liabilities it has assumed under this Agreement, except as expressly provided,
shall not be deemed to be held under any trust for the benefit of the Executive
or his Beneficiaries, nor shall it be considered security for the performance of
the obligations of the Bank. It shall be, and remain, a general, unpledged, and
unrestricted asset of the Asset of the Bank.
SECTION V
RESTRICTIONS UPON FUNDING
Bank shall have no obligation to set aside, earmark or entrust any fund
or money with which to pay its obligations under this Agreement. The Executive,
his Beneficiaries or any successor in interest to him shall be and
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remain simply a general creditor of the Bank in the same manner as any other
creditor having a general claim for matured and unpaid compensation. The Bank
reserves the absolute right, at its sole discretion, to either fund the
obligations undertaken by this Agreement or to refrain from funding the same and
to determine the extent, nature, and method of such informal funding. Should the
Bank elect to fund this Agreement, in whole or in part, through the purchase of
life insurance, mutual funds, disability policies or annuities, the Bank
reserves the absolute right, in its sole discretion, to terminate such funding
at any time, in whole or in part. At no time shall Executive be deemed to have
any lien nor right, title or interest in or to any specific funding investment
or to any assets of the Bank. If the Bank elects to invest in a life insurance,
disability or annuity policy upon the life of the Executive, then Executive
shall assist the Bank by freely submitting to a physical examination and
supplying such additional information necessary to obtain such insurance or
annuities.
SECTION VI
ALIENABILITY AND ASSIGNMENT PROHIBITION
Neither Executive nor any Beneficiary under this Agreement shall have
any power or right to transfer, assign, anticipate, hypothecate, mortgage,
commute, modify or otherwise encumber in advance any of the benefits payable
hereunder, nor shall any of said benefits be subject to seizure for the payment
of any debts, judgments, alimony or separate maintenance owed by the Executive
or his Beneficiary, nor be transferable by operation of law in the event of
bankruptcy, insolvency or otherwise. In the event Executive or any Beneficiary
attempts assignment, communication, hypothecation, transfer or disposal of the
benefits hereunder, the Bank's liabilities shall forthwith cease and terminate.
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SECTION VII
ACT PROVISIONS
7.1 Named Fiduciary And Administrator. The Bank shall be the Named
Fiduciary and Administrator of this Agreement. As Administrator, the
Bank shall be responsible for the management, control and
administration of the Agreement as established herein. The
Administrator may delegate to others certain aspects of the management
and operational responsibilities of the Agreement, including the
employment of advisors and the delegation of ministerial duties to
qualified individuals.
7.2 Claims Procedure And Arbitration. In the event that benefits under this
Agreement are not paid to the Executive (or to his Beneficiary in the
case of the Executive's death) and such claimants feel they are
entitled to receive such benefits, then a written claim must be made to
the Administrator named above within sixty (60) days from the date
payments are refused. The Administrator and its Board of Directors
shall review the written claim and, if the claim is denied, in whole or
in part, they shall provide in writing within ninety (90) days of
receipt of such claim their specific reasons for such denial, reference
to the provisions of this Agreement upon which the denial is based and
any additional material or information necessary to perfect the claim.
Such written notice shall further indicate the additional steps to be
taken by claimants if a further review of the claim denial is desired.
If claimants desire a second review, they shall notify the
Administrator in writing within sixty (60) days of the first claim
denial. Claimants may
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review the Agreement or any documents relating thereto and submit any
issues, in writing, and comments they may feel appropriate. In its sole
discretion, the Administrator shall then review the second claim and
provide a written decision within sixty (60) days of receipt of such
claim. This decision shall likewise state the specific reasons for the
decision and shall include reference to specific provisions of the
Agreement upon which the decision is based.
If claimants continue to dispute the benefit denial based upon
completed performance of the Agreement or the meaning and effect of the
terms and conditions thereof, then claimants may submit the dispute to
mediation, administered by the American Arbitration Bank ("AAA") (or a
mediator selected by the parties) in accordance with the AAA's
Commercial Mediation Rules. If mediation is not successful in resolving
the dispute, it shall be settled by arbitration administered by the AAA
under its Commercial Arbitration Rules, and judgment on the award
rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof.
Where a dispute arises as to the Bank's discharge of Executive for
Cause, such dispute shall likewise be submitted to arbitration as above
described and the parties hereto agree to be bound by the decision
thereunder.
SECTION VIII
MISCELLANEOUS
8.1 No Effect on Employment Rights. Nothing contained herein shall confer
upon the Executive the right to be retained in the service of the Bank
nor limit the right of the Bank to discharge or otherwise deal with the
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Executive without regard to the existence of this Agreement. The
provisions of 12 CFR Part 563.39 (including all of its subparts) shall
be fully applicable to this Agreement.
8.2 Disclosure. Each Executive shall receive a copy of his Agreement and
the Administrator will make available, upon request, a copy of the
rules and regulations that govern this type of Agreement.
8.3 State Law. The Agreement is established under, and will be construed
according to, the laws of the State of New York, to the extent that
such laws are not preempted by the Act and valid regulations published
thereunder.
8.4 Severability. In the event that any of the provisions of this Agreement
or portion thereof, are held to be inoperative or invalid by any court
of competent jurisdiction, then: (1) insofar as is reasonable, effect
will be given to the intent manifested in the provisions held invalid
or inoperative, and (2) the validity and enforceability of the
remaining provisions will not be affected thereby.
8.5 Incapacity of Recipient. In the event Executive is declared incompetent
and a conservator or other person legally charged with the care of his
person or of his estate is appointed, any benefits under the Agreement
to which such Executive is entitled shall be paid to such conservator
or other person legally charged with the care of his person or his
Estate. Except as provided above in this paragraph, when the Bank's
Board of Directors in its sole discretion, determines that an Executive
is unable to manage his financial affairs, the Board may direct the
Bank to make distributions to any person for the benefit of such
Executive.
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8.6 Unclaimed Benefit. Each Executive shall keep the Bank informed of his
current address and the current address of his Beneficiaries. The Bank
shall not be obligated to search for the whereabouts of any person. If
the location of an Executive is not made known to the Bank within three
years after the date on which any payment of the Executive's
Supplemental Retirement Income Benefit may be made, payment may be made
as though the Executive had died at the end of the three-year period.
If, within one additional year after such three-year period has
elapsed, or, within three years after the actual death of the
Executive, the Bank is unable to locate any Beneficiary of the
Executive, then the Bank may fully discharge its obligation by payment
to the Estate.
8.7 Limitations on Liability. Notwithstanding any of the preceding
provisions of the Agreement, neither the Bank, nor any individual
acting as an employee or agent of the Bank or as a member of the Board
of Directors shall be liable to any Executive, former Executive, or any
other person for any claim, loss, liability or expense incurred in
connection with the Agreement.
8.8 Gender. Whenever, in this Agreement, words are used in the masculine or
neuter gender, they shall be read and construed as in the masculine,
feminine or neuter gender, whenever they should so apply.
8.9 Affect on Other Corporate Benefit Agreements. Nothing contained in this
Agreement shall affect the right of the Executive to participate in, or
be covered by, any qualified or non-qualified pension, profit sharing,
group, bonus or other supplemental compensation or fringe benefit
agreement constituting a part of the Bank's existing or future
compensation structure.
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8.10 Headings. Headings and sub-headings in this Agreement are inserted for
reference and convenience only and shall not be deemed a part of this
Agreement.
8.11 Establishment of Rabbi Trust. The Bank intends to establish a rabbi
trust into which the Bank intends to contribute assets which shall be
held therein, subject to the claims of the Bank's creditors in the
event of the Bank's "Insolvency" as defined in the agreement which
establishes such rabbi trust, until the contributed assets are paid to
the Executives and their Beneficiaries in such manner and at such times
as specified in this Agreement. It is the intention of the Bank to make
contributions to the rabbi trust to provide the Bank with a source of
funds to assist it in meeting the liabilities of this Agreement. The
rabbi trust and any assets held therein shall conform to the terms of
the rabbi trust agreement which has been established in conjunction
with this Agreement. To the extent the language in this Agreement is
modified by the language in the rabbi trust agreement, the rabbi trust
agreement shall supersede this Agreement. Any contributions to the
rabbi trust shall be made during each Plan Year in accordance with the
rabbi trust agreement. The amount of such contribution(s) shall be
equal to the full present value of all benefit accruals under this
Plan, if any, less: (i) previous contributions made on behalf of the
Executive to the rabbi trust, and (ii) earnings to date on all such
previous contributions.
8.12 Tax Withholding. The Bank may withhold from any benefit payable under
this Agreement all federal, state, city, or other taxes as shall be
required pursuant to any law or governmental regulation then in effect.
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SECTION IX
NON-COMPETITION AFTER NORMAL RETIREMENT
9.1 Non-Compete Clause. Except as stated in the second paragraph of this
subsection, the Executive expressly agrees that, as consideration for
the agreements of the Bank contained herein and as a condition to the
performance by the Bank of its obligations hereunder, throughout the
entire period beginning at the time of termination of employment until
the final payment is made to Executive, as provided herein, he will
not, without the prior written consent of the Bank, engage in, become
interested, directly or indirectly, as a sole proprietor, as a partner
in a partnership, or as a substantial shareholder in a corporation, nor
become associated with, in the capacity of an employee, director,
officer, principal, agent, trustee or in any other capacity whatsoever,
any enterprise conducted in the trading area of the business of the
Bank which enterprise is, or may deemed to be, competitive with any
business carried on by the Bank as of the date of the termination of
the Executive's employment or his retirement. The parties agree that
if, for any reason, any covenant contained herein is held by a court or
other tribunal to be unenforceable or invalid, that such court or
tribunal will have the authority to limit such covenant to that which
the court or tribunal deems proper under the circumstances and to
enforce such covenant as limited. Notwithstanding the foregoing,
Executive agrees to honor the terms of this Non-Compete Clause and not
to contest its enforceability.
In the event Executive's termination follows a Change in Control or
other material change in the Bank's structure or business activities,
Executive shall be entitled to his Supplemental Retirement Income
Benefit whether
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or not he enters into an arrangement that is deemed to be competitive
with the Bank.
9.2 Breach. In the event of any breach by the Executive of the agreements
and covenants contained herein, the Board of Directors of the Bank
shall direct that any unpaid balance of any payments to the Executive
under this Agreement be suspended, and shall thereupon notify the
Executive of such suspensions, in writing. Thereupon, if the Board of
Directors of the Bank shall determine that said breach by the Executive
has continued for a period of one (1) month following notification of
such suspension, all rights of the Executive and his Beneficiaries
under this Agreement, including rights to further payments hereunder,
shall thereupon terminate.
SECTION X
AMENDMENT/REVOCATION
This Agreement shall not be amended, modified, or revoked at any time,
in whole or part, without the mutual written consent of the Executive and the
Bank, and such mutual consent shall be required even if the Executive is no
longer employed by the Bank.
ARTICLE XI
EXECUTION
11.1 This Agreement sets forth the entire understanding of the parties
hereto with respect to the transactions contemplated hereby, and any
previous agreements or understandings between the parties hereto
regarding the subject matter hereof are merged into and superseded by
this Agreement.
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11.2 This Agreement shall be executed in triplicate, each copy of which,
when so executed and delivered, shall be an original, but all three
copies shall together constitute one and the same instrument.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the day and date first above written.
ATTEST: EXECUTIVE
/s/ Xxxx Xxxx /s/ Xxxxxxx Xxxxx
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Xxxxxxx X. Xxxxx
OSWEGO COUNTY SAVINGS BANK
By: /s/ Xxxx X. Xxxxx
Title: Vice Chairman
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EXECUTIVE SUPPLEMENTAL RETIRE INCOME AGREEMENT
BENEFICIARY DESIGNATION
Executive, Xxxxxxx X. Xxxxx, under the terms of a certain Executive
Supplemental Retirement Income Agreement by and between him and OSWEGO COUNTY
SAVINGS BANK, Oswego, New York, dated March 15, 2000, hereby designates the
following Beneficiary to receive any guaranteed payments or death benefits under
such Agreement, following his death:
PRIMARY BENEFICIARY:
SECONDARY BENEFICIARY:
Such Beneficiary Designation is revocable.
DATE: __________________, 2000
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(WITNESS) (EXECUTIVE)
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(WITNESS)
