Exhibit 10(M)
INCENTIVE AND ADVANCE AGREEMENT
THIS INCENTIVE AGREEMENT is made as of this 14th day of June, 1999, by and
among IROQUOIS BANCORP, INC. a New York corporation ("Iroquois"), CAYUGA BANK
("Member Bank") (Iroquois and Member Bank each an "Employer" and collectively,
"Employers") and XXXXXX X. XXXXXX, a New York State resident (the "Executive").
WHEREAS, Employers and Executive have entered into an Employment Agreement
dated as of the date hereof; and
WHEREAS, Employers have agreed to provide Executive certain additional
benefits as an incentive to accepting a position with Employers and entering
into the Employment Agreement; and
WHEREAS, the parties wish to document the specific terms of these
additional benefits.
NOW, THEREFORE, in consideration of the covenants and premises hereinafter
contained, and for other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. Relocation Assistance. Employers agree to reimburse Executive for (a)
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the costs of packing, moving and unpacking of household goods relating to moving
himself and his family from Rochester, New York to Auburn, New York; (b) actual
and reasonable closing costs incurred by Executive in connection with the
purchase of a home in Auburn; (c) payment of finance charges associated with a
bridge loan if such financing is required, to be made available through
September 30, 2000 provided Executive is a party to a written contract for the
purchase of a single family residence; and (d) an allowance of $5,000 to cover
miscellaneous moving expenses and payable at the time of Executive's move. If
Executive has not relocated from his present location to Auburn, New York by
June 30, 2000, the foregoing benefits will expire. The foregoing relocation
assistance will only be available for purposes of the purchase of single-family
residential property.
2. Incentive Advance.. Employers hereby agree to pay Executive an
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incentive bonus of $30,000, to become earned on a straight line basis over a
period of three (3) years commencing the date hereof. In consideration for the
incentive bonus, Executive agrees to remain employed by the company for a period
of at least three years. Employers agree to advance the incentive bonus to
Executive on January 1, 2000 and, if Executive's employment is terminated prior
to the completion of three years from the date hereof, either as a result of
either voluntary resignation by the Executive or termination for cause by either
Employer, Executive will repay the unearned portion of the incentive bonus
previously advanced, with interest thereon at the Cayuga Bank prime rate of
interest. To evidence Executive's agreement to the terms of the incentive,
Executive has executed the promissory note attached hereto for repayment of any
unearned portion of the advance of Executive's incentive bonus upon appropriate
termination. In the event of a Change of Control (as
defined in the Employment Agreement), the entire advance of $30,000 shall be
deemed to be fully earned and the obligation for any repayment of unearned
advance shall cease.
3. Miscellaneous.
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(a) This Agreement shall governed by and construed in accordance with
the laws of the State of New York.
(b) This Agreement may not be modified or amended except in a writing
executed by both parties hereto.
(c) If any term or provision of this Agreement is held or deemed to be
in valid or unenforceable, in whole or in part, by a court of competent
jurisdiction, this Agreement shall be ineffective to the extent of such
invalidity or unenforceability without rendering invalid or unenforceable the
remaining terms and provisions of this Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.
IROQUOIS BANCORP, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, President and CEO
CAYUGA BANK
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, President and CEO
EXECUTIVE
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, SVP
