Exhibit 10.5
EXECUTIVE SUPPLEMENTAL RETIREMENT
INCOME AGREEMENT
FOR
G. ▇▇▇▇▇▇ ▇▇▇▇▇▇
FINGER LAKES BANCORP, INC.
GENEVA, NEW YORK
JANUARY 26, 2001
EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME AGREEMENT
This Executive Supplemental Retirement Income Agreement ("Agreement"),
executed as of this 26th day of January, 2001, by and between FINGER LAKES
BANCORP, INC., Geneva, New York, a holding company organized and existing under
the laws of the Delaware, hereinafter referred to as "Company" and G. ▇▇▇▇▇▇
▇▇▇▇▇▇, a key employee and executive hereinafter referred to as "Executive."
WITNESSETH:
WHEREAS, the Executive is employed by the Company and its affiliates,
including Savings Bank of the Finger Lakes (the "Bank");
WHEREAS, the Company recognizes the valuable services heretofore
performed for it by Executive and wishes to encourage continued employment;
WHEREAS, the Executive wishes to be assured that he will be entitled to
a certain amount of additional compensation for some definite period of time
from and after his retirement from active service with the Company and its
affiliates or other termination of his employment and wishes to provide his
beneficiary with benefits from and after his death;
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank shall pay such additional compensation to Executive after
his retirement or other termination of his employment and/or death benefits to
his beneficiary after his death;
WHEREAS, the parties hereto intend that this Agreement be considered an
unfunded arrangement, maintained primarily to provide supplemental retirement
income for the Executive, a member of a select group of management or highly
compensated employee of the Company for purposes of the Employee Retirement
Income Security Act of 1974, as amended;
WHEREAS, the Company has adopted this Executive Supplemental Retirement
Income Agreement to supplement the benefits otherwise available to the Executive
under plans sponsored by the Company and its affiliates;
WHEREAS, the Executive Supplemental Retirement Income Agreement
controls all issues relating to the Supplemental Retirement Income Benefit as
described herein.
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:
SECTION I
DEFINITIONS
-----------
When used herein, the following words shall have the meanings below
unless the context clearly indicates otherwise:
1.1 "Act" means the Employee Retirement Income Security Act of
1974, as it may be amended from time to time.
1.2 "Bank" means SAVINGS BANK OF THE FINGER LAKES and any
successor thereto.
1.3 "Beneficiary" means the person or persons designated by the
Executive, in writing, as beneficiary to whom the share of a
deceased Executive's account is payable. If no beneficiary is
so designated, then the Executive's Spouse, if living, will be
deemed the beneficiary. If the Executive's Spouse is not
living, then the Children of the Executive will be deemed the
beneficiary. If there are no living Children, then the Estate
of the Executive will be deemed the beneficiary.
1.4 "Cause" means personal dishonesty, willful misconduct, willful
malfeasance, breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties, willful
violation of any law, rule, or regulation (other than traffic
violations or similar offenses), final cease-and-desist order,
material breach of any provision of this Agreement, or gross
negligence in matters of material importance to the Company.
1.5 "Change in Control" means a change in control of a nature
that: (i) would be required to be reported in response to Item
1(a) of the current report on Form 8-K, as in effect on the
date hereof, pursuant to Section 13 or 15(d) of the Securities
Exchange Act of ▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇ ▇▇▇"); or (ii) results in
a Change in Control of the Company within the meaning of the
Home Owners Loan Act, as amended ("HOLA"), and applicable
rules and regulations promulgated thereunder, as in effect at
the time of the Change in Control; or (iii) without limitation
such a Change in Control shall be deemed to have occurred at
such time as (a) any "person" (as the term is used in Sections
13(d) and 14(d) of the Exchange Act) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the
Company representing 25% or more of the combined voting power
of the Company's outstanding securities except for any
securities purchased by the Bank's employee stock ownership
plan or trust; or (b) individuals who constitute the Board on
the date hereof (the "Incumbent Board") cease for any reason
to constitute at least a majority thereof, PROVIDED that any
person becoming a director subsequent to the date hereof whose
election was approved by a vote of at least three-quarters of
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the directors comprising the Incumbent Board, or whose
nomination for election by the Company's stockholders was
approved by the same Nominating Committee serving under an
Incumbent Board, shall be, for purposes of this clause (b),
considered as though he were a member of the Incumbent Board;
or (c) a plan of reorganization, merger, consolidation, sale
of all or substantially all the assets of the Company or
similar transaction in which the Company is not the surviving
institution occurs; or (d) a proxy statement soliciting
proxies from stockholders of the Company, by someone other
than the current management of the Company, seeking
stockholder approval of a plan of reorganization, merger or
consolidation of the Company or similar transaction with one
or more corporations as a result of which the outstanding
shares of the class of securities then subject to the Plan are
to be exchanged for or converted into cash or property or
securities not issued by the Company; or (e) a tender offer is
made for 25% or more of the voting securities of the Company
and the shareholders owning beneficially or of record 25% or
more of the outstanding securities of the Company have
tendered or offered to sell their shares pursuant to such
tender offer and such tendered shares have been accepted by
the tender offeror.
1.6 "Children" means the Executive's children, both natural and
adopted, then living at the time payments are due the Children
under this Agreement.
1.7 "Code" means the Internal Revenue Code of 1986 as amended from
time to time.
1.8 "Early Retirement Benefit" means the benefit payable to the
Executive upon retirement from service after attainment of the
Executive's sixtieth (60) birthday but prior to his Normal
Retirement Date.
1.9 "Early Retirement Date" means the first day of the month
coincident with or next following the Executive's termination
of employment with the Bank after attainment of age sixty
(60).
1.10 "Effective Date" shall be the date of execution of this
agreement.
1.11 "Estate" means the Estate of the Executive.
1.12 "Interest Factor" means seven percent (7%) or such other rate
as is reasonably determined by the Board of Directors from
time to time.
1.13 "Normal Retirement Date" means the first day of the month
coincident with or next following the Executive's sixty-second
(62nd) birthday.
1.14 "Permanently and Totally Disabled" means Executive has, for at
least six (6) months, been unable to perform the services
incident to his position with the Bank as a result
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of accidental bodily injury or sickness and that the status is
likely to continue for an indefinite period, as reasonably
determined subsequent to the expiration of the six (6) month
period by a duly licensed physician selected in good faith by
the Bank.
1.15 "Postponed Retirement Date" means the first day of the month
coincident with or next following the Executive's termination
of employment with the Bank after his Normal Retirement Date.
1.16 "Spouse" means the individual to whom the Executive is legally
married at the time of the Executive's death.
1.17 "Supplemental Retirement Income Benefit" means an annual
retirement benefit equal to sixty percent (60%) of Executive's
highest average annual base salary and bonus (over the
consecutive 36-month period within the last 120 consecutive
calendar months of employment) REDUCED BY: the sum of (i) the
benefits provided to the Executive under the non-qualified
deferred compensation plan dated February 28, 1995; (ii) the
annuitized value of the executive's tax-qualified benefits
payable from Savings Bank of the Finger Lakes' defined benefit
pension plan; (iii) the annuitized value of the Executive's
tax-qualified plan benefits payable form the Monroe Savings
Bank defined benefit pension plan; and (iv) the annuitized
value of one-half of the Executive's social security benefits
attributable to social security taxes paid by Savings Bank of
the Finger Lakes on behalf of Executive (reduced by the social
security offset under the Savings Bank of the Finger Lakes'
defined benefit pension plan). For these purposes, the benefit
under (ii) and (iii) above shall be deemed to be annuitized as
a single life annuity payable for the Executive's life.
1.18 "Survivor's Benefit" means the benefit provided under Section
2.1 to Executive's Beneficiary if the Executive dies while in
active employment of the Bank.
SECTION II
PRE RETIREMENT AND POST RETIREMENT DEATH BENEFITS
-------------------------------------------------
2.1 DEATH PRIOR TO TERMINATION OF EMPLOYMENT. If Executive dies
prior to termination of employment or after termination of
employment but prior to the payment of any portion of the
Supplemental Retirement Income Benefit, the Executive's
Beneficiary shall be entitled to the Survivor's Benefit. Such
benefit shall be paid monthly in two hundred forty (240) equal
installments. The survivor's benefit shall be equal to the
greater of:
(i) the annual amount of Sixty Four Thousand Eight
Hundred Seventy Two Dollars ($64,872) (the projected
value of the Supplemental Retirement Income Benefit
when Executive is age sixty-two (62)), or
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(ii) the Supplemental Retirement Income Benefit under
Section 1.17, determined as if the Executive retired
on the day before his death and commenced receiving
benefits at such time. Notwithstanding anything to
the contrary herein, the Survivor Benefit payable
hereunder shall not be greater than the Supplemental
Retirement Income Benefit that would have been
payable to the Executive under the circumstances set
forth in this Sub-section 2.1(ii).
The Survivor's Benefit shall be payable in equal monthly
installments for two hundred forty months. The first
installment shall begin within thirty (30) days after
notification of the date of death of Executive. Upon the
request of the Beneficiary, and in the sole discretion of the
Board of Directors, the Survivor's Benefit may be paid in a
lump sum payment. Such lump sum payment shall be equivalent to
the present value (using a discount rate equal to the Interest
Factor) of the monthly installment payments.
2.2 DEATH SUBSEQUENT TO RETIREMENT. In the event of the death of
Executive while receiving monthly benefits under this
Agreement, but prior to receiving two hundred forty (240)
equal monthly payments, the unpaid balance of such equal
monthly payments shall continue to be paid monthly to
Executive's Beneficiary until the total of two hundred forty
(240) such payments have been made. Upon the request of the
Beneficiary, and in the sole discretion of the Board of
Directors, the Survivor's Benefit may be paid in a lump sum
payment. Such lump sum payment shall be equivalent to the
present value (using a discount rate equal to the Interest
Factor) of the remaining equal monthly payments.
SECTION III
SUPPLEMENTAL RETIREMENT INCOME BENEFIT
--------------------------------------
AND DISABILITY BENEFIT
----------------------
3.1 NORMAL RETIREMENT BENEFIT. Upon the Executive's retirement
coincident with or following his Normal Retirement Date, the
Company shall commence payments of the Supplemental Retirement
Income Benefit. Such payments shall commence the first day of
the month next following the Executive's actual retirement
date and shall be payable monthly thereafter for two hundred
forty (240) months.
3.2 EARLY RETIREMENT BENEFIT. Executive shall have the elective
right to receive an Early Retirement Benefit, provided he
shall have attained the age of sixty (60) and remained in
continuous service from the date of this Agreement. In the
event the Executive elects an Early Retirement Benefit,
payment of this early retirement benefit shall commence within
thirty (30) days after Executive's Early Retirement Date. The
Early Retirement Benefit shall be equal to the Supplemental
Retirement Income Benefit ("SRIB") calculated under Section
1.17 and reduced by ten percent
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(10%) for each twelve month period, commencing on the
Executive's 60th birthday and ending the day before his 62nd
birthday, as set forth below:
Period Commencing
at Age % of SRIB
------ ---------
60 80%
61 90%
Such payments will commence on the first day of the month
following the Executive's actual retirement date and shall be
payable monthly thereafter for two hundred forty (240) months.
3.3 DISABILITY. If Executive becomes Permanently and Totally
Disabled prior to reaching his Normal Retirement Date, while
covered by the provisions of this Agreement, Executive shall
be entitled to a Supplemental Disability Benefit commencing
within thirty (30) days after a determination by the Board of
Directors that the Executive is Permanently and Totally
Disabled. The Supplemental Disability Benefit shall be equal
to the Supplemental Retirement Income Benefit ("SRIB")
calculated under Section 1.17 as if the Executive retired on
the date of his termination of employment due to disability
and reduced by ten percent (10%) per year for each year that
such disability occurs prior to the Executive's Normal
Retirement Date:
Disability Commencing
at Age % of SRIB
------ ---------
57 50%
58 60%
59 70%
60 80%
61 90%
In the event the Executive dies at any time after termination
of employment due to disability but prior to commencement or
completion of two hundred forty (240) monthly payments, the
Company shall pay to the Executive's Beneficiary a
continuation of the monthly installments for the remainder of
the two hundred forty (240) month period.
3.4 CHANGE IN CONTROL. In the event of Executive's termination of
employment coincident with or within three (3) years following
a Change in Control, other than due to termination for Cause,
the Executive shall be entitled to receive the full
Supplemental Retirement Income Benefit as if the Executive had
retired following his Normal Retirement Date. The Company, or
its successor, shall commence payment of the
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Supplemental Retirement Income Benefit within thirty (30) days
after the Executive's termination of employment.
SECTION IV
EXECUTIVE'S RIGHT TO ASSETS
---------------------------
The rights of the Executive, any Beneficiary of the Executive, or any
other person claiming through the Executive under this Agreement, shall be
solely those of an unsecured general creditor of the Company. The Executive, the
Beneficiary of the Executive, or any other person claiming through the
Executive, shall only have the right to receive from the Company those payments
as specified under this Agreement. The Executive agrees that he, his
Beneficiary, or any other person claiming through him shall have no rights or
interests whatsoever in any asset of the Company, including any insurance
policies or contracts which the Company may possess or obtain to informally fund
this Agreement. Any asset used or acquired by the Company in connection with the
liabilities it has assumed under this Agreement, except as expressly provided,
shall not be deemed to be held under any trust for the benefit of the Executive
or his Beneficiaries, nor shall it be considered security for the performance of
the obligations of the Company. It shall be, and remain, a general, unpledged,
and unrestricted asset of the Asset of the Company.
SECTION V
RESTRICTIONS UPON FUNDING
-------------------------
The Company shall have no obligation to set aside, earmark or entrust
any fund or money with which to pay its obligations under this Agreement. The
Executive, his Beneficiaries or any successor in interest to him shall be and
remain simply a general creditor of the Company in the same manner as any other
creditor having a general claim for matured and unpaid compensation. The Company
reserves the absolute right, at its sole discretion, to either fund the
obligations undertaken by this Agreement or to refrain from funding the same and
to determine the extent, nature, and method of such informal funding. Should the
Company elect to fund this Agreement, in whole or in part, through the purchase
of life insurance, disability policies or annuities, the Company reserves the
absolute right, in its sole discretion, to terminate such funding at any time,
in whole or in part. At no time shall Executive be deemed to have any lien nor
right, title or interest in or to any specific funding investment or to any
assets of the Company. If the Company elects to invest in a life insurance,
disability or annuity policy upon the life of the Executive, then Executive
shall assist the Company by freely submitting to a physical examination and
supplying such additional information necessary to obtain such insurance or
annuities.
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SECTION VI
ALIENABILITY AND ASSIGNMENT PROHIBITION
---------------------------------------
Neither Executive nor any Beneficiary under this Agreement shall have
any power or right to transfer, assign, anticipate, hypothecate, mortgage,
commute, modify or otherwise encumber in advance any of the benefits payable
hereunder, nor shall any of said benefits be subject to seizure for the payment
of any debts, judgments, alimony or separate maintenance owed by the Executive
or his Beneficiary, nor be transferable by operation of law in the event of
bankruptcy, insolvency or otherwise. In the event Executive or any Beneficiary
attempts assignment, communication, hypothecation, transfer or disposal of the
benefits hereunder, the Bank's liabilities shall forthwith cease and terminate.
SECTION VII
TERMINATION OF EMPLOYMENT FOR CAUSE
-----------------------------------
Should Executive be terminated for Cause, his benefits under this
Agreement shall be forfeited and this Agreement shall become null and void.
SECTION VIII
ACT PROVISIONS
--------------
8.1 NAMED FIDUCIARY AND ADMINISTRATOR. The Company shall be the
Named Fiduciary and Administrator of this Agreement. As
Administrator, the Bank shall be responsible for the
management, control and administration of the Agreement as
established herein. The Administrator may delegate to others
certain aspects of the management and operational
responsibilities of the Agreement, including the employment of
advisors and the delegation of ministerial duties to qualified
individuals.
8.2 CLAIMS PROCEDURE AND ARBITRATION. In the event that benefits
under this Agreement are not paid to the Executive (or to his
Beneficiary in the case of the Executive's death) and such
claimants feel they are entitled to receive such benefits,
then a written claim must be made to the Administrator named
above within thirty (30) days from the date payments are
refused. The Administrator and its Board of Directors shall
review the written claim and, if the claim is denied, in whole
or in part, they shall provide in writing within thirty (30)
days of receipt of such claim their specific reasons for such
denial, reference to the provisions of this Agreement upon
which the denial is based and any additional material or
information necessary to perfect the
8
claim. Such written notice shall further indicate the
additional steps to be taken by claimants if a further review
of the claim denial is desired.
If claimants desire a second review, they shall notify the
Administrator in writing within thirty (30) days of the first
claim denial. Claimants may review the Agreement or any
documents relating thereto and submit any issues, in writing,
and comments they may feel appropriate. In its sole
discretion, the Administrator shall then review the second
claim and provide a written decision within thirty (30) days
of receipt of such claim. This decision shall likewise state
the specific reasons for the decision and shall include
reference to specific provisions of the Agreement upon which
the decision is based.
If claimants continue to dispute the benefit denial based upon
completed performance of the Agreement or the meaning and
effect of the terms and conditions thereof, then claimants may
submit the dispute to mediation, administered by the American
Arbitration Association ("AAA") (or a mediator selected by the
parties) in accordance with the AAA's Commercial Mediation
Rules. If mediation is not successful in resolving the
dispute, it shall be settled by arbitration administered by
the AAA under its Commercial Arbitration Rules, and judgment
on the award rendered by the arbitrator(s) may be entered in
any court having jurisdiction thereof. If it is finally
determined that Executive (or his Beneficiary) is entitled to
the benefits set forth under this Plan, then all amounts that
Executive (or his Beneficiary) would have received up to the
time of such final determination shall be paid to Executive
(or his Beneficiary) with interest (calculated using the
Interest Factor) within thirty (30) days after such final
determination.
Where a dispute arises as to the Company 's discharge of
Executive for Cause, such dispute shall likewise be submitted
to arbitration as above described and the parties hereto agree
to be bound by the decision thereunder.
All reasonable legal fees paid or incurred by Executive
pursuant to any dispute or questions of interpretation
relating to this Agreement shall be paid or reimbursed by the
Company, provided that the dispute or interpretation has been
settled by executive and the Company or resolved in
Executive's favor.
SECTION IX
MISCELLANEOUS
-------------
9.1 NO EFFECT ON EMPLOYMENT RIGHTS. Nothing contained herein shall
confer upon the Executive the right to be retained in the
service of the Bank nor limit the right of the Bank to
discharge or otherwise deal with the Executive without regard
to the existence of this Agreement.
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9.2 DISCLOSURE. The Executive shall receive a copy of his
Agreement and the Administrator will make available, upon
request, a copy of any rules and regulations that govern this
Agreement.
9.3 GOVERNING LAW. The Agreement is established under, and will be
construed according to, the laws of the State of New York, to
the extent that such laws are not preempted by the Act and
valid regulations published thereunder.
9.4 SEVERABILITY. In the event that any of the provisions of this
Agreement or portion thereof, are held to be inoperative or
invalid by any court of competent jurisdiction, then: (1)
insofar as is reasonable, effect will be given to the intent
manifested in the provisions held invalid or inoperative, and
(2) the validity and enforceability of the remaining
provisions will not be affected thereby.
9.5 INCAPACITY OF RECIPIENT. In the event Executive is declared
incompetent and a conservator or other person legally charged
with the care of his person or of his estate is appointed, any
benefits under the Agreement to which such Executive is
entitled shall be paid to such conservator or other person
legally charged with the care of his person or his Estate.
Except as provided above in this paragraph, when the Company
's Board of Directors in its sole discretion, determines that
an Executive is unable to manage his financial affairs, the
Board may direct the Company to make distributions to any
person for the benefit of such Executive.
9.6 UNCLAIMED BENEFIT. The Executive shall keep the Company
informed of his current address and the current address of his
Beneficiaries. The Company shall not be obligated to search
for the whereabouts of any person. If the location of the
Executive is not made known to the Company within three years
after the date on which any payment of the Executive's
Supplemental Retirement Income Benefit may be made, payment
may be made as though the Executive had died at the end of the
three-year period. If, within one additional year after such
three-year period has elapsed, or, within three years after
the actual death of the Executive, the Company is unable to
locate any Beneficiary of the Executive, then the Company may
fully discharge its obligation by payment to the Estate.
9.7 LIMITATIONS ON LIABILITY. Notwithstanding any of the preceding
provisions of the Agreement, neither the Company, nor any
individual acting as an employee or agent of the Company or as
a member of the Board of Directors shall be liable to the
Executive, former Executive, or any other person for any
claim, loss, liability or expense incurred in connection with
the Agreement.
9.8 GENDER. Whenever, in this Agreement, words are used in the
masculine or neuter gender, they shall be read and construed
as in the masculine, feminine or neuter gender, whenever they
should so apply.
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9.9 AFFECT ON OTHER CORPORATE BENEFIT AGREEMENTS. Nothing
contained in this Agreement shall affect the right of the
Executive to participate in, or be covered by, any qualified
or non-qualified pension, profit sharing, group, bonus or
other supplemental compensation or fringe benefit agreement
constituting a part of the Bank's existing or future
compensation structure.
9.10 HEADINGS. Headings and sub-headings in this Agreement are
inserted for reference and convenience only and shall not be
deemed a part of this Agreement.
9.11 ESTABLISHMENT OF RABBI TRUST. The Company may, but is not
obligated to, establish a rabbi trust into which the Company
may contribute assets which shall be held therein, subject to
the claims of the Company 's creditors in the event of the
Company 's "Insolvency" as defined in the agreement which
establishes such rabbi trust, until the contributed assets are
paid to the Executives and their Beneficiaries in such manner
and at such times as specified in this Agreement. In the event
a rabbi trust is established, it is the intention of the
Company to make contributions to the rabbi trust to provide
the Company with a source of funds to assist it in meeting the
liabilities of this Agreement. The rabbi trust and any assets
held therein shall conform to the terms of the rabbi trust
agreement which has been established in conjunction with this
Agreement. To the extent the language in this Agreement is
modified by the language in the rabbi trust agreement, the
rabbi trust agreement shall supersede this Agreement. Any
contributions to the rabbi trust shall be made during each
Plan Year in accordance with the rabbi trust agreement. The
amount of such contribution(s) shall be equal to the full
present value of all benefit accruals under this Plan, if any,
less: (i) previous contributions made on behalf of the
Executive to the rabbi trust, and (ii) earnings to date on all
such previous contributions.
9.12 TAX WITHHOLDING. The Company may withhold from any benefit
payable under this Agreement all federal, state, city, or
other taxes as shall be required pursuant to any law or
governmental regulation then in effect.
SECTION X
NON-COMPETITION AFTER NORMAL RETIREMENT
---------------------------------------
10.1 NON-COMPETE CLAUSE. Except as stated in the second paragraph
of this subsection, the Executive expressly agrees that, as
consideration for the agreements of the Company contained
herein and as a condition to the performance by the Company of
its obligations hereunder, throughout the entire period
beginning at the time of termination of employment until the
final payment is made to Executive, as provided herein, he
will not, without the prior written consent of the Company,
engage in, become interested, directly or indirectly, as a
sole proprietor, as a partner in a
11
partnership, or as a substantial shareholder in a corporation,
nor become associated with, in the capacity of an employee,
director, officer, principal, agent, trustee or in any other
capacity whatsoever, any enterprise conducted in any city,
town or county in which the Company maintains an office at the
time of Executive's termination of employment, which
enterprise is, or may deemed to be, competitive with any
business carried on by the Company as of the date of the
termination of the Executive's employment or his retirement.
In the event Executive's termination follows a Change in
Control or other material change in the Company 's structure
or business activities, Executive shall be entitled to his
Supplemental Retirement Income Benefit whether or not he
enters into an arrangement that is deemed to be competitive
with the Company and/or the Bank.
10.2 BREACH. In the event of any breach by the Executive of the
agreements and covenants contained herein, the Board of
Directors of the Company shall direct that any unpaid balance
of any payments to the Executive under this Agreement be
suspended, and shall thereupon notify the Executive of such
suspensions, in writing. Thereupon, if the Board of Directors
of the Company shall determine that said breach by the
Executive has continued for a period of six (6) months
following notification of such suspension, all rights of the
Executive and his Beneficiaries under this Agreement,
including rights to further payments hereunder, shall
thereupon terminate.
SECTION XI
AMENDMENT/REVOCATION
--------------------
This Agreement shall not be amended, modified, or revoked at any time,
in whole or part, without the mutual written consent of the Executive and the
Company, and such mutual consent shall be required even if the Executive is no
longer employed by the Company.
SECTION XII
EXECUTION
---------
12.1 This Agreement sets forth the entire understanding of the
parties hereto with respect to the transactions contemplated
hereby, and any previous agreements or understandings between
the parties hereto regarding the subject matter hereof are
merged into and superseded by this Agreement.
12.2 This Agreement shall be executed in triplicate, each copy of
which, when so executed and delivered, shall be an original,
but all three copies shall together constitute one and the
same instrument.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the day and date first above written.
ATTEST FINGER LAKES BANCORP, INC.
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------- ----------------------------------------
Secretary Chairman: Salary and Personnel Committee
WITNESS
/s/▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/G. ▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------- ----------------------------------------
Executive
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