0001571049-17-005578 Sample Contracts

THE NATIONAL UNION BANK OF KINDERHOOK PHANTOM STOCK APPRECIATION RIGHTS AGREEMENT
Stock Appreciation Rights Agreement • June 1st, 2017 • Kinderhook Bank Corp • National commercial banks • New York

THIS AGREEMENT (the “Agreement”) is entered into this 1st day of January, 2015, by and between THE NATIONAL UNION BANK OF KINDERHOOK, a nationally-chartered commercial bank located in Kinderhook, New York (the “Bank”) and NANCY K. PATZWAHL (the “Director”).

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FIRST AMENDMENT TO THE NATIONAL UNION BANK OF KINDERHOOK PHANTOM STOCK APPRECIATION RIGHTS AGREEMENT DATED JULY 26, 2006 FOR DAVID GINSBERG
Appreciation Rights Agreement • June 1st, 2017 • Kinderhook Bank Corp • National commercial banks

THIS FIRST AMENDMENT is adopted this 20 day of November, 2007 by and between THE NATIONAL UNION BANK OF KINDERHOOK, a nationally-chartered commercial bank located in Kinderhook, New York (the “Bank”), and DAVID GINSBERG (the “Director”).

KINDERHOOK BANK CORP. RESTRICTED STOCK PLAN RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • June 1st, 2017 • Kinderhook Bank Corp • National commercial banks • New York

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) dated as of __January___ __2__, 2017__ (the “Date of Grant”), is delivered by Kinderhook Bank Corp., a New York corporation (the “Company”), to ___Edward J. Campanella (the “Grantee”), who is an employee of the Company or one of its subsidiaries.

AMENDED EMPLOYMENT AGREEMENT BY AND AMONG KINDERHOOK BANK CORP., NATIONAL UNION BANK OF KINDERHOOK AND JOHN A. BALLI AMENDED EMPLOYMENT AGREEMENT
Employment Agreement • June 1st, 2017 • Kinderhook Bank Corp • National commercial banks • New York

AGREEMENT made and entered into as of the 5th day of June, 2014 by and among Kinderhook Bank Corp., a New York corporation and registered bank holding company, its subsidiary, National Union Bank of Kinderhook, a national banking association having its principal place of business at 1 Hudson Street, Kinderhook, NY 12106 (which are collectively or individually referred to as the “Bank”), and John A. Balli an individual, with a principal residence of 11 James Lane, Kinderhook, NY 12106 (the “Employee”).

FIRST AMENDMENT TO THE NATIONAL UNION BANK OF KINDERHOOK PHANTOM STOCK APPRECIATION RIGHTS AGREEMENT DATED JULY 26, 2006 FOR JOHN BALLI
Appreciation Rights Agreement • June 1st, 2017 • Kinderhook Bank Corp • National commercial banks

THIS FIRST AMENDMENT is adopted this 7th day of Nov, 2007 by and between THE NATIONAL UNION BANK OF KINDERHOOK, a nationally-chartered commercial bank located in Kinderhook, New York (the “Bank”), and JOHN BALLI (the “Executive”).

SETTLEMENT AGREEMENT
Settlement Agreement • June 1st, 2017 • Kinderhook Bank Corp • National commercial banks • New York

This Settlement Agreement (the “Agreement”) is entered into as of March 14, 2017, by and among Kathleen J. Wolfe (the “Executive”), Kinderhook Bank Corp., The National Union Bank of Kinderhook (collectively, “Kinderhook”), and Patriot Federal Bank (“PFDB”).

FIRST AMENDMENT TO THE NATIONAL UNION BANK OF KINDERHOOK PHANTOM STOCK APPRECIATION RIGHTS AGREEMENT FOR SCOTT SHALLO
Kinderhook Bank Corp • June 1st, 2017 • National commercial banks

THIS FIRST AMENDMENT is adopted this 20th day of November, 2007 by and between THE NATIONAL UNION BANK OF KINDERHOOK, a nationally-chartered commercial bank located in Kinderhook, New York (the “Bank”), and SCOTT SHALLO (the “Director”).

ASSIGNMENT, CONSENT AND Assumption OF CONSULTING Agreement
Assignment, Consent and Assumption of Consulting Agreement • June 1st, 2017 • Kinderhook Bank Corp • National commercial banks • New York

This ASSIGNMENT, CONSENT AND ASSUMPTION OF CONSULTING Agreement (this “Agreement”) dated as of March 14, 2017, is entered into by and among The National Union Bank of Kinderhook, a national banking association with its principal office in Kinderhook, New York (“Kinderhook”), Patriot Federal Bank, a federally chartered savings bank with its principal office at 211 Eric Boulevard, Canajoharie, New York (“Patriot”) and Gordon Coleman, an individual and resident of the State of New York (“Mr. Coleman”).

EMPLOYMENT AGREEMENT By and Between THE NATIONAL UNION BANK OF KINDERHOOK and KATHLEEN J. WOLFE
Employment Agreement • June 1st, 2017 • Kinderhook Bank Corp • National commercial banks • New York

This Employment Agreement (this “Agreement”), which is contingent upon consummation of the Merger, as defined herein, and which shall be effective upon the Effective Time of the Merger (the “Effective Date”), is made and entered into on March 14, 2017, by and between The National Union Bank of Kinderhook, a national banking association (together with its successors and assigns, the “Bank”) and Kathleen J. Wolfe (“Executive”). Any reference to the “Company” hereunder shall mean Kinderhook Bank Corp. (together with its successors and assigns), the parent of the Bank that owns 100% of the Bank.

Cranmore, FitzGerald & Meaney
Kinderhook Bank Corp • June 1st, 2017 • National commercial banks
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