Form of Employment Agreement between NBT Bancorp Inc. and Ronald M. Bentley made as of August 31, 2005.
Exhibit
10.24
Form
of
Employment Agreement between NBT Bancorp Inc. and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ made as
of
August 31, 2005.
This
EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this 31st day
of
August 2005,
by and
between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("Executive") and NBT BANCORP INC., a Delaware
corporation having its principal office in Norwich, New York
("NBTB")
W
I T N E
S S E T H T H A T :
WHEREAS,
Executive is serving as the Executive Vice President of NBTB and President
of
Retail Banking of NBT Bank, National Association, a national banking association
which is a wholly-owned subsidiary of NBTB (“NBT Bank”);
WHEREAS,
the parties desire to enter into this Agreement, setting forth the terms and
conditions of the continued employment relationship of Executive with
NBTB;
NOW,
THEREFORE, in consideration of the foregoing and the mutual promises, covenants
and agreements set forth in this Agreement, intending to be legally bound,
the
parties agree as follows:
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1.
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Employment;
Responsibilities and Duties.
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(a) NBTB
hereby agrees to continue to employ Executive and to cause NBT Bank and any
successor organization to NBT Bank to employ Executive, and Executive hereby
agrees to serve as the Executive Vice President of NBTB and President of Retail
Banking of NBT Bank and any successor organization to NBTB or NBT Bank, as
applicable, during the Term of Employment (as such term is defined below).
During the Term of Employment, Executive shall perform all duties, and
responsibilities, and have the authority as shall be set forth in the bylaws
of
NBTB or NBT Bank or as may otherwise be determined and assigned to him by
NBTB or
by NBT
Bank.
(b) Executive
shall devote his full working time and best efforts to the performance of his
responsibilities and duties hereunder. During the Term of Employment, Executive
shall not, without the prior written consent of the Chief Executive Officer
of
NBTB, render services as an employee, independent contractor, or otherwise,
whether or not compensated, to any person or entity other than NBTB, NBT Bank
or
their affiliates; provided that Executive may, where involvement in such
activities does not individually or in the aggregate significantly interfere
with the performance of his duties or violate the provisions of section 4
hereof, (i) render services to charitable organizations, (ii) manage his
personal investments, and (iii) with the prior permission of the Chief Executive
Officer of NBTB, hold such other directorships or part-time academic
appointments or have such other business affiliations as would otherwise be
prohibited under this section 1.
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2.
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Term
of Employment.
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(a) The
initial term of employment under this Agreement shall be for the period
commencing on the date hereof and ending on January 1, 2007 (the “Initial
Term”.), provided, however, that on December 31, 2006, and each December 31,
thereafter, the term of the agreement shall extend itself by one additional
year
(the “Extended Term”), unless NBTB has given contrary written notice to
Executive at least 90 days before any such renewal date. The Initial Term and
all such Extended Terms are collectively referred to herein as the “Term of
Employment.”
(b) Executive’s
employment with NBTB shall not terminate prior to the expiration of the Initial
Term or any Extended Term, except as provided below:
(i)
Voluntary
Termination. Executive may terminate this Agreement upon not less than 90 days
prior written notice delivered to NBTB, in which event Executive shall be
entitled to compensation and benefits earned or accrued through the effective
date of termination (the “Termination Date”).
(ii) Termination
Upon Death. This Agreement shall terminate upon Executive’s death, in which
event Executive’s estate shall be entitled to compensation and benefits earned
or accrued through the date of death.
(iii) Termination
Upon Disability. NBTB may terminate this Agreement upon Executive’s disability.
For purposes of this Agreement, Executive’s inability to perform his duties
hereunder by reason of physical or mental illness or injury for a period of
at
least 90 consecutive days or at least 120 days in any period of 12 consecutive
months (the “Disability Period”) shall constitute disability. The determination
of disability shall be made by a physician selected by NBTB. During the
Disability Period, Executive shall be entitled to the Base Salary (as such
term
is defined below) otherwise payable during that period, reduced by any other
NBTB provided benefits to which Executive may be entitled, which benefits are
specifically payable solely on account of such disability (including, but not
limited to, benefits provided under any disability insurance policy or program,
worker’s compensation law, or any other benefit program or arrangement). In the
event of termination upon Executive’s disability, Executive shall be entitled to
compensation or benefits earned or accrued through the Termination
Date.
(iv) Termination
for
Cause. NBTB may terminate Executive’s employment for Cause by written notice to
Executive. For purposes of this Agreement, “Cause” shall mean Executive’s: (1)
personal dishonesty, incompetence (which shall be measured against standards
generally prevailing in the financial institutions industry), willful or gross
misconduct with respect to the business and affairs of NBTB or NBT Bank, or
with
respect to any of their affiliates for which Executive is assigned material
responsibilities or duties; (2) willful neglect, failure, or refusal to carry
out his duties hereunder in a reasonable manner after a written demand for
substantial performance is delivered to Executive that specifically identifies
the manner in which NBTB believes that Executive has not substantially performed
his duties and Executive has not resumed such substantial performance within
21
days of receiving such demand; (3) willful violation of any law, rule, or
regulation (other than traffic violations or similar offenses) or the conviction
of a felony, whether or not committed in the course of his employment with
NBTB;
(4) being a specific subject of a final cease and desist order form, written
agreement with, or other order or supervisory direction from, any federal or
state regulatory authority; (5) conduct tending to bring NBTB, NBT Bank or
any
of their affiliates into public disgrace or disrepute; or (6) breach of any
representation or warranty in section 6(a) hereof or of any agreement contained
in section 1, 4, 5 or 6(b) hereof.
Notwithstanding
any other term or provision of this Agreement to the contrary, if Executive’s
employment is terminated for Cause, Executive shall forfeit all rights to
compensation and benefits otherwise provided pursuant to this Agreement;
provided, however, that the Base Salary shall be paid through the Termination
Date.
(v) Termination
Without Cause. NBTB may terminate Executive’s employment for reasons other than
Cause upon not less than 30 days prior written notice delivered to Executive,
in
which event Executive shall be entitled to the Base Salary for a period of
12
months following the Termination Date and the compensation and benefits earned
or accrued through the Termination Date.
(vi) Termination
for Good Reason. If Executive terminates his employment with NBTB for Good
Reason, other than following a Change of Control, such termination shall be
deemed to have been a termination by NBTB of the Executive’s employment without
Cause and Executive shall be entitled to receive all benefits and payments
due
to him under such a termination.”Good Reason” shall mean, without Executive's
express written consent, reassignment of Executive to a position other than
for
"Cause," or a decrease in the amount or level of Executive's salary or benefits
from the amount or level established herein.
(vii) Resignation.
Effective upon Executive’s termination of employment for any reason, Executive
hereby resigns from any and all offices and positions related to Executive’s
employment with NBTB, NBT Bank or any affiliates thereof, and held by Executive
at the time of termination.
(viii) Regulatory
Limits. Notwithstanding any other provision in this Agreement NBTB may terminate
or suspend this Agreement and the employment of Executive hereunder, as if
such
termination were for Cause under section 2(b)(iv) hereof, to the extent required
by the applicable federal or state statue related to banking, deposit insurance
or bank or savings institution holding companies or by regulations or orders
issued by the Office of the Controller of the Currency, the Federal Deposit
Insurance Corporation or any other state or federal banking regulatory agency
having jurisdiction over NBT Bank or NBTB, and no payment shall be required
to
be made to or for the benefit of Executive under this Agreement to the extent
such payment is prohibited by applicable law, regulation or order issued by
a
banking agency or a court of competent jurisdiction; provided, that it shall
be
NBTB’s burden to prove that any such action was so required
(c) Any
provision of this section 2 to the contrary notwithstanding, in the event that
the employment of Executive with NBTB is terminated in any situation described
in section 3 of the change-in-control letter agreement dated May 1, 2003 between
NBTB and Executive (the "Change-in-Control Agreement") so as to entitle
Executive to a severance payment and other benefits described in section 3
of
the Change-in-Control Agreement, then Executive shall be entitled to receive
the
following, and no more, under this section 2:
(i) compensation
and benefits earned or accrued through the Termination Date; and
(ii) the
severance payment and other benefits provided in the Change-in-Control
Agreement; and.
3. Compensation.
For the
services to be performed by Executive for NBTB and its affiliates under this
Agreement, Executive shall be compensated in the following manner:
(a) Base
Salary.
During
the Term of Employment:
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(i)
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NBTB
shall pay Executive a salary which, on an
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annual
basis, shall be $210,000.00(the “Base Salary”) commencing on August 31, 2005.
Thereafter, Executive’s salary may, in the sole discretion of NBTB, be
negotiated between Executive and the Chief Executive Officer of NBTB based
on
recommendations from NBTB’s Compensation and Benefits Committee and in line with
compensation for comparable positions in companies of similar size and
structure, but in no case less than $210,000.00. Adjustments to the Base Salary,
if any, shall be determined by NBTB. The Base Salary shall be payable in
accordance with the normal payroll practices of NBTB with respect to executive
personnel as presently in effect or as they may be modified by NBTB from time
to
time.
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(ii)
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Executive
shall be eligible to be considered for
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performance
bonuses commensurate with the Executive’s title and salary grade in accordance
with the compensation policies of NBTB with respect to executive personnel
as
presently in effect or as they may be modified by NBTB from time to time.
(b) Employee
Benefit Plans or Arrangements.
During
the Term of Employment, Executive shall be entitled to participate in all
employee benefit plans of NBTB, as presently in effect or as they may be
modified by NBTB from time to time, under such terms as may be applicable to
officers of Executive's rank employed by NBTB or its affiliates, including,
without limitation, plans providing retirement benefits, stock options, medical
insurance, life insurance, disability insurance, and accidental death or
dismemberment insurance, provided that there be no duplication of such benefits
as are provided under any other provision of this Agreement.
(c) Stock
Options and Restricted Stock.
Each
January or February annually during the Term of Employment, Executive will
be
eligible to be granted a non-statutory ("non-qualified") stock option (each
an
"Option") to purchase the number of shares of the common stock of NBTB, $0.01
par value, (the "NBTB Common Stock"),
pursuant
to the NBT Bancorp Inc. 1993 Stock Option Plan, as amended, or any appropriate
successor plan (the "Stock Option Plan"), computed by using a formula approved
by NBTB that is commensurate with Executive’s title and salary grade. The option
exercise price per share of the shares subject to each Option shall be such
Fair
Market Value as set forth in the Stock Option Plan, and the terms, conditions
of
exercise, and vesting schedule of such Option shall be as set forth in section
8
of the Stock Option Plan.
In
addition, Executive shall be entitled to participate in the NBTB Performance
Share Plan as applicable to officers of Executive’s rank subject to the terms,
conditions and vesting schedule set forth in the NBT Bancorp Inc. Performance
Share Plan, dated May 1, 2003.
(d) Vacation
and Sick Leave.
During
the Term of Employment, Executive
shall be entitled to paid annual vacation periods and sick leave in accordance
with the policies of NBTB as in effect as of the date hereof or as may
be
modified by NBTB from time to time, as may be applicable to officers of
Executive's rank employed by NBTB or its affiliates, but in no event shall
Executive be entitled to less than four weeks of paid vacation per
year.
(e) Automobile.
During the Term of Employment, NBT will pay a monthly
automobile allowance (not to exceed $650.00 per month.) The Executive shall
apply this allowance towards the expense of ownership, lease, and/or routine
maintenance of a vehicle of suitable choice.
(f)
Country
Club Dues. During
the Term of Employment, Executive shall be eligible for a bank-paid membership
at a country club mutually agreed upon by the chief executive officer of NBTB
and the Executive.
(g) Withholding.
All
compensation to be paid to Executive hereunder shall be subject to required
benefit deductions, tax withholding and other deductions required by law.
(h) Expenses.
During the Term of Employment, Executive shall be reimbursed for reasonable
travel and other expenses incurred or paid by Executive in connection with
the
performance of his services under this Agreement, upon presentation of expense
statements or vouchers or such other supporting information as may from time
to
time be requested, in accordance with such policies of NBTB as are in effect
as
of the date hereof and as may be modified by NBTB from time to time, under
such
terms as may be applicable to officers of Executive's rank employed by NBTB
or
its affiliates.
4. Confidential
Business Information; Non-Competition.
(a) Executive
acknowledges that during the term of his employment he has been and will
continue to be entrusted with, have access to and become familiar with various
trade secrets and other confidential business information of NBTB, NBT Bank
and/or their affiliates which have been developed and maintained at great effort
and expense, have been kept protected and confidential, are of great value
to
NBTB, NBT Bank and/or their affiliates, and provide them with a significant
competitive advantage. Such confidential information includes but is not limited
to procedures, methods, sales relationships developed while in the service
of
NBTB, NBT Bank or their affiliates, knowledge of customers and their
requirements, marketing plans, marketing information, studies, forecasts, and
surveys, competitive analyses, mailing and marketing lists, new business
proposals, lists of vendors, consultants, and other persons who render service
or provide material to NBTB or NBT Bank or their affiliates, and compositions,
ideas, plans, and methods belonging to or related to the affairs of NBTB or
NBT
Bank or their affiliates. In this regard, NBTB asserts proprietary rights in
all
of its business information and that of its affiliates except for such
information as is clearly in the public domain. Notwithstanding the foregoing,
information that would be generally known or available to persons skilled in
Executive's fields shall be considered to be "clearly in the public domain"
for
the purposes of the preceding sentence. Executive agrees that he will hold
in
the strictest confidence and not disclose or divulge to any third party, except
as may be required by his duties hereunder, by law, regulation, or order of
a
court or government authority, or as directed by NBTB, nor shall he use to
the
detriment of NBTB, NBT Bank or their affiliates or use in business or on behalf
of any business competitive with or substantially similar to any business of
NBTB, NBT Bank or their affiliates, any confidential business information
obtained during the course of his employment by NBTB. The foregoing shall not
be
construed as restricting Executive from disclosing such information to the
employees of NBTB, NBT Bank or their affiliates. On or before the Termination
Date, Executive shall promptly deliver to NBTB all material containing NBTB’s
confidential information including any photocopies, extracts or summaries of
it)
in his possession, custody or control.
(b) Executive
hereby agrees that from the Commencement Date until the first anniversary of
the
Termination Date, Executive will not, for any reason, directly or indirectly,
either personally or on behalf of any other person or entity (whether as a
director, stockholder, owner, partner, officer, consultant, principal, employee,
agent or otherwise): (i) interfere with the relationship of NBTB or NBT Bank
or
their affiliates with any of their employees, suppliers, agents, or
representatives (including, without limitation, causing or helping another
business to hire any employee of NBTB or NBT Bank or their affiliates), (ii)
divert or attempt to divert from NBTB, NBT Bank or their affiliates any business
in which any of them has been actively engaged during the Term of Employment,
nor interfere with the relationship of NBTB, NBT Bank or their affiliates with
any of their customers or prospective customers, or (iii) take any action which
is intended, or would reasonably be expected, to adverely affect NBTB, NBT
Bank
or their affiliates, their business, reputation, or their relationship with
their customers or prospective customers. This paragraph 4(b) shall not, in
and
of itself, prohibit Executive from engaging in the banking, trust, or financial
services business in any capacity, including that of an owner or
employee.
(c) Executive
acknowledges and agrees that irreparable injury will result to NBTB in the
event
of a breach of any of the provisions of this section 4 (the "Designated
Provisions") and that NBTB will have no adequate remedy at law with respect
thereto. Accordingly, in the event of a material breach of any Designated
Provision, and in addition to any other legal or equitable remedy NBTB may
have,
NBTB shall be entitled to the entry of a preliminary and permanent injunction
(including, without limitation, specific performance) by a court of competent
jurisdiction in Chenango County, New York, or elsewhere, to restrain the
violation or breach thereof by Executive, and Executive submits to the
jurisdiction of such court in any such action.
(d) It
is the
desire and intent of the parties that the provisions of this section 4 shall
be
enforced to the fullest extent permissible under the laws and public policies
applied in each jurisdiction in which enforcement is sought. Accordingly, if
any
particular provision of this section 4 shall be adjudicated to be invalid or
unenforceable, such provision shall be deemed amended to delete therefrom the
portion thus adjudicated to be invalid or unenforceable, such deletion to apply
only with respect to the operation of such provision in the particular
jurisdiction in which such adjudication is made. In addition, should any court
determine that the provisions of this section 4 shall be unenforceable with
respect to scope, duration, or geographic area, such court shall be empowered
to
substitute, to the extent enforceable, provisions similar hereto or other
provisions so as to provide to NBTB, to the fullest extent permitted by
applicable law, the benefits intended by this section 4.
5. Life
Insurance.
In light
of the unusual abilities and experience of Executive, NBTB, NBT Bank or their
affiliates, in their discretion, may apply for and procure as owner, and for
their own benefit, insurance on the life of Executive, in such amount and in
such form as NBTB, NBT Bank or their affiliates may choose. NBTB shall make
all
payments for such insurance and shall receive all benefits from it. Executive
shall have no interest whatsoever in any such policy or policies but, at the
request of NBTB, NBT Bank or their affiliates, shall submit to medical
examinations and supply such information and execute such documents as may
reasonably be required by the insurance company or companies to which NBTB,
NBT
Bank or their affiliates has applied for insurance.
6. Representations
and Warranties.
(a) Executive
represents and warrants to NBTB that his execution, delivery, and performance
of
this Agreement will not result in or constitute a breach of or conflict with
any
term, covenant, condition, or provision of any commitment, contract, or other
agreement or instrument, including, without limitation, any other employment
agreement, to which Executive is or has been a party.
(b) Executive
shall indemnify, defend, and hold harmless NBTB for, from, and against any
and
all losses, claims, suits, damages, expenses, or liabilities, including court
costs and counsel fees, which NBTB has incurred or to which NBTB may become
subject, insofar as such losses, claims, suits, damages, expenses, liabilities,
costs, or fees arise out of or are based upon any failure of any representation
or warranty of Executive in section 6(a) hereof to be true and correct when
made.
7. Notices.
All notices, consents, waivers, or other communications which are required
or
permitted hereunder shall be in writing and deemed to have been duly given
if
delivered personally or by messenger, transmitted by telex or telegram, by
express courier, or sent by registered or certified mail, return receipt
requested, postage prepaid. All communications shall be addressed to the
appropriate address of each party as follows:
If
to
NBTB:
▇▇
▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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Attention:
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Chief
Executive Officer
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With
a
required copy (which shall not constitute notice to:
▇▇▇▇▇▇
▇.
▇▇▇▇▇, Esq.
▇▇▇▇▇
& ▇▇▇▇▇▇▇ L.L.P.
▇▇▇
▇▇▇▇
▇▇▇▇▇▇,
▇.▇.
▇▇▇▇▇▇▇▇▇▇,
▇.▇. ▇▇▇▇▇-▇▇▇▇
Fax:
(▇▇▇) ▇▇▇-▇▇▇▇
If
to
Executive:
▇▇.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇
All
such
notices shall be deemed to have been given on the date delivered, transmitted,
or mailed in the manner provided above.
8. Assignment.
Neither
party may assign this Agreement or any rights or obligations hereunder without
the consent of the other party.
9. Governing
Law, Jurisdiction and Venue.
This
Agreement shall be governed by, construed, and enforced in accordance with
the
laws of the State of New York, without giving effect to the principles of
conflicts of law thereof. The parties hereby designate Chenango County, New
York
to be the proper jurisdiction and venue for any suit or action arising out
of
this Agreement. Each of the parties consents to personal jurisdiction in such
venue for such a proceeding and agrees that it may be served with process in
any
action with respect to this Agreement or the transactions contemplated thereby
by certified or registered mail, return receipt requested, or to its registered
agent for service of process in the State of New York. Each of the parties
irrevocably and unconditionally waives and agrees, to the fullest extent
permitted by law, not to plead any objection that it may now or hereafter have
to the laying of venue or the convenience of the forum of any action or claim
with respect to this Agreement or the transactions contemplated thereby brought
in the courts aforesaid.
10. Entire
Agreement.
This
Agreement, together with the Change-in-Control Agreement, constitutes the entire
understanding between NBTB, NBT Bank and their affiliates, and Executive
relating to the subject matter hereof. Any previous discussions, agreements,
commitments or understandings of
any
kind or nature between
the parties hereto or between Executive and NBTB, NBT Bank or any of their
affiliates, whether oral or written, regarding the subject matter hereof,
including without limitation the terms and conditions of employment,
compensation, benefits, retirement, competition following employment, and the
like, are merged into and superseded by this Agreement. Neither this Agreement
nor any provisions hereof can be modified, changed, discharged, or terminated
except by an instrument in writing signed by the party against whom any waiver,
change, discharge, or termination is sought.
11. Illegality;
Severability.
(a) Anything
in this Agreement to the contrary notwithstanding, this Agreement is not
intended and shall not be construed to require any payment to Executive which
would violate any federal or state statute or regulation, including without
limitation the "golden parachute payment regulations" of the Federal Deposit
Insurance Corporation codified to Part 359 of title 12, Code of Federal
Regulations.
(b) If
any
provision or provisions of this Agreement shall be held to be invalid, illegal,
or unenforceable for any reason whatsoever:
(i) the
validity, legality, and enforceability of the remaining provisions of this
Agreement (including, without limitation, each portion of any section of this
Agreement containing any such provision held to be invalid, illegal, or
unenforceable) shall not in any way be affected or impaired thereby;
and
(ii) to
the
fullest extent possible, the provisions of this Agreement (including, without
limitation, each portion of any section of this Agreement containing any such
provisions held to be invalid, illegal, or unenforceable) shall be construed
so
as to give effect to the intent manifested by the provision held invalid,
illegal, or unenforceable.
12. Arbitration.
Subject
to the right of each party to seek specific performance (which right shall
not
be subject to arbitration), if a dispute arises out of or is in any way related
to this Agreement or the asserted breach thereof, such dispute shall be referred
to arbitration before the American Arbitration Association the (“AAA”) pursuant
to the AAA’s National Rules for the Resolution of Employment Disputes (the
“Arbitration Rules”). A dispute subject to the provisions of this section will
exist if either party notifies the other party in writing that a dispute subject
to arbitration exists and states, with reasonable specificity, the issue subject
to arbitration (the "Arbitration Notice"). The parties agree that, after the
issuance of the Arbitration Notice, the parties will try in good faith between
the date of the issuance of the Arbitration Notice and the date the dispute
is
set for arbitration to resolve the dispute by mediation in accordance with
the
Arbitration Rules. If the dispute is not resolved by the date set for
arbitration, then any controversy or claim arising out of this Agreement or
the
asserted breach hereof shall be resolved by binding arbitration and judgment
upon any award rendered by arbitrator(s) may be entered in a court having
jurisdiction. In the event any claim or dispute involves an amount in excess
of
$100,000, either party may request that the matter be heard and resolved by
a
single arbitrator. The arbitrator shall have the same power to compel the
attendance of witnesses and to order the production of documents or other
materials and to enforce discovery as could be exercised by a United States
District Court judge sitting in the Northern District of New York. In the event
of any arbitration, each party shall have a reasonable right to conduct
discovery to the same extent permitted by the Federal Rules of Civil Procedure,
provided that discovery shall be concluded within 90 days after the date the
matter is set for arbitration. The arbitrator or arbitrators shall have the
power to award reasonable attorneys’ fees to the prevailing party. Any
provisions in this Agreement to the contrary notwithstanding, this section
shall
be governed by the Federal Arbitration Act and the parties have entered into
this Agreement pursuant to such Act.
13. Costs
of Litigation.
In the
event litigation is commenced to enforce any of the provisions hereof, or to
obtain declaratory relief in connection with any of the provisions hereof,
the
prevailing party shall be entitled to recover reasonable attorneys’ fees. In the
event this Agreement is asserted in any litigation as a defense to any
liability, claim, demand, action, cause of action, or right asserted in such
litigation, the party prevailing on the issue of that defense shall be entitled
to recovery of reasonable attorneys’ fees.
14. Affiliation.
A
company will be deemed to
be an
"affiliate" of, or “affiliated” NBTB or NBT Bank according to the definition of
"Affiliate" set forth in Rule 12b-2 of the General Rules and Regulations under
the Securities Exchange Act of 1934, as amended.
15. Headings.
The
section and subsection headings herein have been inserted for convenience of
reference only and shall in no way modify or restrict any of the terms or
provisions hereof.
IN
WITNESS WHEREOF, the parties hereto executed or caused this Agreement to be
executed as of the day and year first above written.
By:
/S/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇
President/CEO
of NBT Bank
By:
/S/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Executive
12/5/05
Dated