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Exhibit 10
Employment Agreements
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Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into as of January 1, 1998, by and
among Skaneateles Bancorp, Inc., a Delaware corporation (the "Company"), and its
wholly-owned subsidiary, Skaneateles Savings Bank (the "Bank"), each having its
principal place of business at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇-▇▇▇▇, and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, residing at ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ("Executive").
In consideration of the mutual covenants herein contained, the Company,
the Bank and Executive, intending to be legally bound, hereby agree as follows:
A. TERMS OF EMPLOYMENT
1. EMPLOYMENT. Executive shall serve as Chairman of the Board of
Directors, President and Chief Executive Officer of the Company and the Bank and
shall continue to be employed by the Company and the Bank exclusively in those
capacities during the term hereof. Executive shall have such executive, policy
and management authority and prerogative as is customarily given to persons
serving in such capacities, and shall also perform such key executive duties and
responsibilities for the Company and the Bank as may from time to time
reasonably be specified by their respective Boards of Directors.
2. TERM. This Agreement shall be effective from January 1, 1998 until
terminated in accordance with the provisions hereof.
3. EXECUTIVE DUTIES. Executive agrees that during the term of this
Agreement and his employment hereunder, he will devote his full business time
and energy to the business, affairs and interests of the Company and the Bank,
which he will serve diligently and to the best of his ability.
4. COMPENSATION. The Bank agrees to pay to Executive, as compensation
for the services rendered by him to the Company or the Bank during the term of
this Agreement and his employment hereunder, the following:
(a) Base Salary. A base salary for 1998 of $138,000. In 1999 and
thereafter Executive's base salary shall annually be reviewed and fixed as
determined by the Board of Directors of the Company in its discretion, provided,
however, that in no event shall Executive's base salary be reduced without his
prior written consent.
(b) Formula Cash Bonus. A cash bonus (the "Formula Bonus"),
payable in the first quarter of each year beginning in 1998 and determined with
reference to the Company's actual earnings per share for the immediately
preceding fiscal year, in an amount which, on an after-tax basis calculated
using Executive's effective tax rate for the prior year, is equal to:
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If actual earnings per share are: then Executive's Bonus shall be:
Less than Budget EPS $0
Equal to Budget EPS $5,000
Budget EPS plus $.04 per share $10,000
Budget EPS plus $.08 per share $15,000
Budget EPS plus $.12 per share $20,000
Budget EPS plus $.20 per share $25,000
For purposes of this Section 4, "Budget EPS" means the earnings per share
approved by the Board of Directors of the Company in its budget for a given
fiscal year, appropriately adjusted to reflect any stock splits, combination of
shares, stock dividends, rights offerings, or other changes in the corporate
structure of shares of the Company. Budget EPS for any fiscal year shall, for
purposes of this Agreement, always be equal to or greater than Budget EPS for
the preceding fiscal year. If Budget EPS for any fiscal year is less than Budget
EPS for the preceding fiscal year, then the figure for the preceding fiscal year
shall be used in calculating Executive's Formula Bonus hereunder.
Any Formula Bonus determined to be payable hereunder shall be invested in the
Annuity (as hereinafter defined).
(c) Discretionary Cash Bonus. Such cash bonus (the "Discretionary
Bonus") as the Board of Directors of the Company may, in its discretion, award
to the Executive from time to time. The Formula Bonus and the Discretionary
Bonus, if any, are collectively referred to in this Agreement as the "Bonus."
5. ANNUITY. As additional compensation for the services rendered by him,
the Company and the Bank, jointly and severally, agree to pay, for the account
of Executive, each year until he reaches age 63, and thereafter if the parties
shall mutually agree, the premium in the amount of $5,345 (calculated on an
after-tax basis using Executive's effective tax rate for the prior year) on an
individual flexible premium deferred variable annuity contract chosen and owned
by Executive (the "Annuity"). The obligation of the Company and the Bank to pay
for the Annuity shall survive the expiration of the term of this Agreement and
Executive's employment hereunder, except as otherwise provided in Section 9
hereof. As between the Company and the Bank, on the one hand, and Executive, on
the other, Executive shall have sole investment authority and prerogative with
respect to the Annuity, and the Company and the Bank shall have no
responsibility for the investment performance thereof. Executive shall make no
withdrawals from the Annuity for so long as he is employed by the Company and
the Bank.
6. BENEFITS. During the term of this Agreement and his employment
hereunder, Executive shall be entitled to participate in all fringe benefits,
including pension, group insurance, hospitalization, deferred compensation, and
any other benefit or incentive plans of the Company or the Bank currently in
effect or hereafter adopted and generally or customarily available to all
employees of senior executive status ("Benefits"), for which he meets the
eligibility requirements.
7. EXPENSE REIMBURSEMENT. During the term of this Agreement and his
employment hereunder, the Company and the Bank shall reimburse Executive
promptly for, or pay on his behalf, all expenditures incurred by him in
furtherance of or in connection with the business of the Company or the Bank,
upon submission of necessary or appropriate documentation substantiating such
expenditure in accordance with the policy of the Company and the Bank. Such
expenses shall include travel, entertainment, parking, business meetings and the
monthly costs, including dues, of maintaining memberships at the Skaneateles
Country Club, Onondaga Country Club, Oak Hill Country Club, and such other
appropriate clubs or organizations approved by the Board of Directors of the
Company. The Company and the Bank shall also furnish Executive with the use of a
suitable vehicle.
8. SUPPLEMENTAL RETIREMENT BENEFITS. As additional compensation for the
services rendered by Executive, the Company and the Bank, jointly and severally,
agree to set aside into trust, each year until Executive reaches age 63, and
thereafter if the parties shall mutually agree, the sum of $14,200 to be used
for the purposes of measuring a supplemental retirement benefit (the
"Supplemental Benefit") pursuant to a supplemental retirement agreement (the
"Supplemental Agreement") and a trust agreement (the "Trust Agreement"), both
dated as of January 1, 1998. The obligation of the Company and the Bank to pay
the Supplemental Benefit pursuant to the Supplemental Agreement and the Trust
Agreement shall survive
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the expiration of the term of this Agreement and Executive's employment
hereunder, except as otherwise provided in Section 9 hereof.
9. TERMINATION. This Agreement, and Executive's employment hereunder,
may be terminated:
(a) Termination for Cause. By the Company or the Bank, upon thirty
(30) days' prior written notice to Executive for any of the following reasons
("Cause"): (i) Executive's continuing refusal to perform such services (other
than services constituting a Material Change, as that term is hereinafter
defined) as may reasonably be assigned to him by the Company or the Bank; or
(ii) Executive's willful misconduct or gross negligence in the performance of
his employment duties; or (iii) Executive's breach of his duty of loyalty to, or
acts of unfair competition with, the Company or the Bank while he is employed by
them; or (iv) Executive's conviction of any crime or offense involving money,
property or personnel of the Company or the Bank, or of any other crime which
constitutes a felony; or (v) Executive's illegal use, possession or being under
the influence of any narcotic, controlled substance or alcoholic beverage while
at work; or (vi) any conduct by Executive that, under applicable laws and
regulations, disqualifies him from serving as an officer or employee of the
Bank. In the event of a termination for Cause, the Company and the Bank shall
have no liability to Executive hereunder for salary, Bonus or Benefits (as
defined in Section 6 hereof) and no further liability in respect of the payment
of premiums on the Annuity or the Supplemental Benefit beyond the effective date
of termination except as required by law.
(b) Termination Without Cause. By the Company or the Bank, upon
thirty (30) days' prior written notice to Executive, without Cause; provided,
however, that in such event, Executive shall be entitled to receive, and the
Company and the Bank shall be obligated to pay, (i) his full salary, Bonus and
Benefits (to the extent that Executive's continued participation is possible
under the general terms and provisions of such plans and programs) until the
earlier of (A) expiration of a three (3) year period beginning on the effective
date of his termination, or (B) Executive reaches age 65, (ii) premiums on the
Annuity in accordance with the terms of Section 5 hereof each year until
Executive reaches (or would have reached) age 63, and (iii) payment in respect
of the Supplemental Benefits in accordance with Section 8 hereof until Executive
reaches or would have reached age 63.
(c) Termination By Executive. By Executive, upon thirty (30) days'
prior written notice to the Company and the Bank. In such event, (i) the Company
and the Bank shall have no liability to Executive hereunder for salary, Bonus or
Benefits and no further liability in respect of the payment of premiums on the
Annuity or the Supplemental Benefit beyond the effective date of termination
except as required by law, and (ii) Executive shall pay to the Bank or the
Company (as the case may be), unless they otherwise agree, an amount equal to
$5,345 times the actual number of years of service (including partial years)
completed by Executive hereunder, subject to a maximum of five (5), such
repayment to be in the form of cash or assignment of the value of the Annuity,
as elected by Executive. However, notwithstanding any resignation or other
seemingly voluntary departure, Executive's termination of employment shall not
be deemed voluntary for purposes of this Agreement if, without Executive's
express written consent, the Company or the Bank: (i) downgrades Executive's
title, or reduces the nature or scope of Executive's authority and prerogative,
or materially increases the nature or scope of his responsibilities and duties,
from those applicable to him as of the effective date of this Agreement; or (ii)
reduces his base salary; or (iii) fails to provide Executive with a package of
Benefits that, though one or more elements may vary from those in effect as of
the date of this Agreement, is substantially comparable to such Benefits; or
(iv) changes the location of Executive's principal place of employment to a
location that is outside the general metropolitan area of Syracuse, New York; or
(v) otherwise breaches this Agreement (the foregoing reasons being collectively
referred to herein as a "Material Change"). In the event Executive's employment
terminates in consequence of a Material Change, Executive shall be entitled to
receive, and the Company and the Bank shall be obligated to pay, (i) his full
salary, Bonus and Benefits (to the extent that such continued participation is
possible under the general terms and provisions of such plans and programs)
until the earlier of (A) expiration of a three (3) year period beginning on the
effective date of the Material Change, or (B) Executive reaches age 65, (ii)
premiums on the Annuity in accordance with the terms of Section 5 hereof each
year until Executive reaches (or would have reached) age 63, and (iii) payment
in respect of the Supplement Benefits in accordance with Section 8 hereof until
Executive reaches or would have reached age 63.
(d) Death. Automatically on the date of Executive's death. In such
event, Executive's estate shall be entitled to receive, and the Company and the
Bank shall be obligated to pay, (i) his base salary during, and a pro rata
portion of his Bonus for, a period of six (6) months following the date of his
death, and (ii) premiums on the Annuity in accordance with the terms of Section
5 hereof up to and including the year of his death and (iii) payments on the
Supplemental Benefit in accordance with the terms of Section 8 hereof up to and
including the year of his death.
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(e) Disability. Automatically on the date that he begins to receive
payments under the policy of long-term disability insurance maintained by the
Company or the Bank for the benefit of its senior executives. In such event,
Executive shall be entitled to receive, and the Company and the Bank shall be
obligated to pay, (i) his base salary during, and a pro rata portion of his
Bonus for, any waiting period under such insurance, and (ii) premiums on the
Annuity in accordance with the terms of Section 5 hereof each year until
Executive reaches (or would have reached) age 63 and (iii) payments on the
Supplemental Benefit in accordance with the terms of Section 8 each year until
Executive reaches (or would have reached) age 63.
(f) Retirement. Automatically on the date of Executive's retirement
at or after age 63.
Termination of this Agreement and Executive's employment hereunder for
any reason shall, unless the Company and the Bank shall otherwise agree,
constitute his resignation as a director and officer of the Company and the Bank
as of the effective date of termination without the need for any additional or
further action on part of Executive.
B. PAYMENT OF SEVERANCE UPON CHANGE IN CONTROL
10. PAYMENT OF SEVERANCE AMOUNT.
(a) If, during the term of this Agreement and Executive's
employment hereunder, there shall occur a Change in Control (as defined in
Section 11 hereof), then Executive may, at his election, voluntarily terminate
this Agreement and his employment thereunder, in which event the Successor
shall:
(i) continue to be responsible to pay to and provide for
Executive his full base salary, Bonus and Benefits as were in
effect immediately preceding the effective date of the Change in
Control (such amount being referred to herein as the "Severance
Amount") until the earlier of (A) expiration of a three (3) year
period beginning on the effective date of the Change of Control,
or (B) Executive reaches age 65; and
(ii) make lump sum payments in respect of the Annuity and
the Supplemental Benefit for the account of Executive within
thirty (30) days after the Change of Control, such payments to be
in amounts equal to the respective present values of annual
installments of $10,345 (calculated on an after-tax basis using
Executive's effective tax rate for the prior year) and $14,200
each for the number of years (including partial years) from the
date of the Change of Control until Executive reaches age 63. For
purposes of the foregoing payments, present value shall be
calculated using the Bank's posted certificate of deposit rate
for the relevant period of time, or, if no rate is posted for
such period, an approximation thereof.
(b) Executive shall not be required to mitigate the Severance
Amount by seeking other employment or otherwise, nor shall the Severance Amount
be reduced or offset by any compensation earned by Executive as the result of
his employment by another employer subsequent to the effective date of
termination of his employment with the Successor.
(c) Notwithstanding any other provision of this Agreement, in no
event shall the total payments to the Executive pursuant to this Section 10
exceed the amount which could be received without incidents of excise taxation
under Section 4999 of the Internal Revenue Code, as amended, or any successor
provision thereto.
11. DEFINITIONS. For purposes of this Agreement, the following terms
shall have the following respective meanings:
(a) A "Change in Control" shall have occurred if:
(i) the Company is merged or consolidated with another
entity and as a result thereof less than seventy-five percent (75%) of
the outstanding voting securities of the surviving or resulting entity
shall then be owned in the aggregate by the former shareholders of the
Company; or
(ii) as a result of, or in connection with, any tender
offer or exchange offer, merger or other business combination, or sale
or other disposition of assets, or any combination of the foregoing
transactions, the individuals who
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constitute the Board of Directors of the Company before any such
transaction shall not constitute a majority of the board of directors of
the surviving or resulting entity; or
(iii) a tender offer or exchange offer for the ownership
of securities of the Company representing over twenty-five percent (25%)
of the combined voting power of the Company's then outstanding voting
securities is made and consummated; or
(iv) any "person," including a "group" within the meaning
of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended,
but excluding any employee stock ownership plan or similar employee
benefit plan of the Company or the Bank, is or becomes, directly or
indirectly, the beneficial owner of securities of the Company
representing over twenty-five percent (25%) of the combined voting power
of the Company's then outstanding voting securities; or
(v) the Company transfers substantially all of its assets
to another corporation that is not a wholly-owned subsidiary of the
Company.
(b) "Successor" means any successor to the assets, rights or
business of the Company or the Bank as a result of a Change in Control,
including without limitation the Company and the Bank if either of them is the
surviving or resulting entity of the Change in Control.
12. WITHHOLDING OF TAXES. The Successor may withhold from the
Severance Amount all Federal, state, city or other taxes as may be required
under any law, governmental regulation or ruling.
C. GENERAL TERMS
13. PAYMENT OF ACCRUED SALARY, ETC. Nothing in this Agreement shall
affect Executive's right to receive all earned but unpaid salary or Bonus,
accrued but unpaid vacation pay, and submitted but outstanding travel or other
expenses due and owing from the Company, the Bank or the Successor on the
effective date of the termination of his employment, or any incentive
compensation earned but unpaid prior to or coincidental with such date, all of
which shall be paid to Executive by the Company, the Bank or the Successor, as
the case may be, in accordance with the terms of such obligations.
14. AMENDMENT. Except insofar as it refers to the Supplemental
Agreement and the Trust Agreement, this Agreement sets forth the entire
understanding of the parties with respect to its subject matter, and supersedes
in their entirety all prior understandings, agreements, representations or
arrangements, including Executive's Employment Agreement January 1, 1996 (as so
amended, the "Prior Agreement"). This Agreement may not be modified or
terminated except upon written amendment executed by Executive, the Company and
the Bank (or, if subsequent to the Change in Control, by Executive and the
Successor).
15. NO ASSIGNMENT. Executive's duties and responsibilities hereunder
are personal in nature, and accordingly, his rights under this Agreement
(including his right to receive the Severance Amount) shall not be assignable or
transferable, whether by pledge, creation of a security interest or otherwise,
other than a transfer by will or by the laws of descent or distribution. In the
event of any attempted assignment or transfer contrary to this Section, neither
the Company nor the Bank shall have any liability to pay the Severance Amount or
any portion thereof so attempted to be assigned or transferred.
16. BENEFIT. This Agreement shall be binding upon, and shall inure
to the benefit of and be enforceable by, Executive and his personal or legal
representatives, executors, administrators, heirs and distributees. This
Agreement shall be binding upon, and shall inure to the benefit of and be
enforceable by, the Company, the Bank, and their respective successors and
assigns, including the Successor.
17. NOTICES. Notices and all other communications under this
Agreement shall be in writing and shall be deemed given when personally
delivered or when mailed by United States registered or certified mail, return
receipt requested, postage prepaid, addressed to the Company or to the Successor
(as the case may be) at the address set forth in the first paragraph of this
Agreement, and addressed to Executive at his residence address as shown on the
records of the Company or the Successor (as the case may be), or to such other
address as either party may furnish to the other by like notice; provided,
however, that notices of changes of address shall be effective only upon
receipt.
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18. APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
agreements made and to be performed entirely within such State.
19. SEVERABILITY. If a court of competent jurisdiction determines
that any provision of this Agreement is invalid or unenforceable, then the
invalidity or unenforceability of that provision shall not affect the validity
or enforceability of any other provision of this Agreement, and all other
provisions shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and
delivered as of the day and year first above written.
SKANEATELES BANCORP, INC.
By: S/S ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Chairman of Personnel &
Compensation Committee for
the Board of Directors of
the Company and the Bank
SKANEATELES SAVINGS BANK
By: S/S ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Chairman of Personnel &
Compensation Committee for
the Board of Directors of
the Company and the Bank
S/S ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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