0000943374-23-000338 Sample Contracts

FORM OF ORANGE COUNTY BANCORP, INC. PERFORMANCE AWARD AGREEMENT (EMPLOYEE)
Performance Award Agreement • August 4th, 2023 • Orange County Bancorp, Inc. /DE/ • State commercial banks

Orange County Bancorp, Inc. (“Company”) has awarded you Performance Shares (“Performance Award”), subject to all of the terms and conditions as set forth herein and in the Orange County Bancorp, Inc. 2023 Equity Incentive Plan (“Plan”). A copy of the Plan and related prospectus will be provided to you, along with this Agreement. Capitalized terms used herein, but not defined, have the same meanings set forth in the Plan.

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FORM OF ORANGE COUNTY BANCORP, INC. RESTRICTED STOCK UNIT AGREEMENT (NON- EMPLOYEE DIRECTORS)
Restricted Stock Unit Agreement • August 4th, 2023 • Orange County Bancorp, Inc. /DE/ • State commercial banks

Orange County Bancorp, Inc. (“Company”) has awarded you the number of Restricted Stock Units specified, and on the terms noted below, in consideration for your services (“RSU Award”). Your RSU Award is subject to all of the terms and conditions as set forth herein and in the Orange County Bancorp, Inc. 2023 Equity Incentive Plan (“Plan”). A copy of the Plan and related prospectus will be provided to you, along with this Agreement. Capitalized terms used herein, but not defined, have the same meanings set forth in the Plan.

FORM OF ORANGE COUNTY BANCORP, INC. RESTRICTED STOCK UNIT AGREEMENT (EMPLOYEE/CONSULTANTS)
Restricted Stock Unit Agreement • August 4th, 2023 • Orange County Bancorp, Inc. /DE/ • State commercial banks

Orange County Bancorp, Inc. (“Company”) has awarded you the number of Restricted Stock Units specified, and on the terms noted below, in consideration for your services (“RSU Award”). Your RSU Award is subject to all of the terms and conditions as set forth herein and in the Orange County Bancorp, Inc. 2023 Equity Incentive Plan (“Plan”). A copy of the Plan and related prospectus will be provided to you, along with this Agreement. Capitalized terms used herein, but not defined, have the same meanings set forth in the Plan.

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