GENERATIONS BANK AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 11th, 2020 • Generations Bancorp NY, Inc. • New York
This Amended and Restated Employment Agreement (the “Agreement”) is dated this 31st day of August, 2020, to be effective as of the Effective Date (as such term is defined in Section 23 below), by and between Generations Bank, a federally chartered savings bank with its principal office in Seneca Falls, New York (the “Bank”), and Menzo D. Case (“Executive”). References to the “Company” mean Generations Bancorp NY, Inc., a Maryland corporation that owns 100% of the common stock of the Bank. The Company shall be a signatory to this Agreement for the sole purpose of guaranteeing the Bank’s performance hereunder.
May 6, 2020 The Seneca Falls Savings Bank, MHCLetter Agreement • September 11th, 2020 • Generations Bancorp NY, Inc. • New York
This letter agreement (this “Agreement”) confirms the engagement of Keefe, Bruyette & Woods, Inc. (“KBW”) by The Seneca Falls Savings Bank, MHC, Seneca-Cayuga Bancorp, Inc. and Generations Bank (collectively with any of its successors or any new stock holding company formed to effect the second step offering, the “Bank”), on behalf of both itself and the Company (as defined herein), to act as the conversion agent and the data processing records management agent (KBW in such capacities, the “Agent”) to the Company in connection with the Bank’s proposed reorganization from the mutual holding company form to the full stock form of organization, including the offer and sale of the common stock (the “Conversion”) pursuant to the Company’s proposed Plan of Conversion and Reorganization (the “Plan of Conversion”). The sale will be to eligible persons in a subscription offering (the “Subscription Offering”), with any remaining unsold shares of Common Stock to then be offered to the general pub
KELLER & COMPANY, INC.Generations Bancorp NY, Inc. • September 11th, 2020
Keller & Company, Inc. (hereinafter referred to as KELLER) hereby proposes to prepare an independent conversion appraisal of the successor to Seneca-Cayuga Bancorp, Inc. (hereinafter referred to as (“Seneca-Cayuga Bancorp, Inc.”), the mid-tier stock holding company of Generations Bank (“Generations”), relating to the second stage conversion (the “Conversion”) of Seneca-Cayuga, KELLER will provide a pro forma valuation of the market value of the shares of Seneca-Cayuga to be sold in connection with a second stage conversion and the corresponding exchange ratio and prepare the pro forma valuation tables in the prospectus.
SETTLEMENT AGREEMENTSettlement Agreement • September 11th, 2020 • Generations Bancorp NY, Inc. • New York
THIS SETTLEMENT AGREEMENT (the “Agreement”), dated May 4, 2020, is by and between The Seneca Falls Savings Bank, MHC (the “MHC”) and Seneca-Cayuga Bancorp, Inc. (the “Company,” and together with the MHC, “Seneca”) and Stilwell Activist Fund, L.P., Stilwell Activist Investments, L.P., Stilwell Partners, L.P., Stilwell Value LLC, and Joseph Stilwell, an individual (collectively, “The Stilwell Group,” and each individually, a “Stilwell Group Member”).
LAWSUIT SETTLEMENT AGREEMENT AND GENERAL RELEASELawsuit Settlement Agreement and General Release • September 11th, 2020 • Generations Bancorp NY, Inc. • New York
This Lawsuit Settlement Agreement and General Release (“Lawsuit Settlement Agreement”) is made and entered into as of this 4th day of May 2020 (“Agreement Date”) by and among Stilwell Partners, L.P. and Stilwell Activist Investments, L.P. (together, “Stilwell”) and Seneca-Cayuga Bancorp, Inc. (“SCAY”). This Lawsuit Settlement Agreement is Exhibit A to the Settlement Agreement (“Settlement Agreement”) between The Seneca Falls Savings Bank, MHC (the “MHC”) and Seneca-Cayuga Bancorp, Inc. and Stilwell Activist Fund, L.P., Stilwell Activist Investments, L.P., Stilwell Partners, L.P., Stilwell Value LLC, and Joseph Stilwell, an individual, by and among Stilwell Partners, L.P. and Stilwell Activist Investments, L.P., dated May 4, 2020. Stilwell and SCAY will sometimes be collectively referred to as the “Parties” and individually as a “Party.”
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 11th, 2020 • Generations Bancorp NY, Inc. • New York
This Amended and Restated Employment Agreement (the “Agreement”) is dated this 31st day of August, 2020, to be effective as of the Effective Date (as such term is defined in Section 23 below), by and between Generations Bank, a federally chartered savings bank with its principal office in Seneca Falls, New York (the “Bank”), and Shelley Tafel (“Executive”). References to the “Company” mean Generations Bancorp NY, Inc. a Maryland corporation that owns 100% of the common stock of the Bank. The Company shall be a signatory to this Agreement for the sole purpose of guaranteeing the Bank’s performance hereunder.
