CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 11th, 2016 • FSB Bancorp, Inc. • New York
This Agreement is entered into this 28th day of March, 2012 by and between Fairport Savings Bank (the “Bank”), a federally chartered savings association with its principal executive office at 45 South Main Street, Fairport, New York 14450, and Kevin Maroney (“Executive”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 11th, 2016 • FSB Bancorp, Inc. • New York
This Agreement was originally effective as of March 1, 2006 by and between Fairport Savings Bank (the “Bank”), a federally-chartered savings association with its principal executive office at 45 South Main Street, Fairport, New York 14450, and Dana Gavenda (“Executive”). The Agreement has been amended and restated effective as of March 1, 2006, in order to comply with certain changes in the law made by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).
RP® FINANCIAL, LC.Appraisal Services Agreement • March 11th, 2016 • FSB Bancorp, Inc.
This letter sets forth the agreement between Fairport Savings Bank, Fairport, New York (the “Bank”), the wholly-owned subsidiary of FSB Community Bankshares, Inc. (the “Company”), which in turn is the majority-owned subsidiary of FSB Community Bankshares, MHC (the “MHC”), and RP® Financial, LC. (“RP Financial”), whereby RP Financial will provide the independent conversion appraisal services in conjunction with the second-step conversion transaction by the MHC. The scope, timing and fee structure for these appraisal services are described below.
Fairport Savings Bank Executive Compensation Clawback AgreementExecutive Compensation Clawback Agreement • March 11th, 2016 • FSB Bancorp, Inc. • New York
WHEREAS, FSB Community Bankshares, Inc. (the “Company”) and Fairport Savings Bank (the “Bank”) are required to recover from certain current and former executive officers any excess incentive-based compensation, including bonus compensation or equity compensation, that was paid to such executives on the basis of incorrect financial information, pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (“SOX”) and pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2012 (“Dodd-Frank”); and
FAIRPORT SAVINGS BANK SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENTSupplemental Executive Retirement Agreement • March 11th, 2016 • FSB Bancorp, Inc. • New York
This SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT (this “Agreement”) is entered into this 30 day of July, 2010, by and between Fairport Savings Bank, a savings association located in Fairport, New York (the “Bank”), and Kevin Maroney (the “Executive”).
