Exhibit 10.11
ALLIANCE FINANCIAL
CORPORATION
FORM OF CHANGE OF CONTROL
AGREEMENT
This Change of Control Agreement
(the “Agreement”) is made and entered into as of
January 27, 2009 , by and between Alliance Financial
Corporation (the “Company”) and
(“Employee”). Certain capitalized terms used in this
Agreement are defined in Section 1 below.
RECITALS
A. Employee
is employed by Alliance Bank, N.A., the Company’s
subsidiary.
B. The
Company may at some time in the future consider the possibility of
a Change of Control. The Board of Directors of the Company (the
“Board”) recognizes that this could be a distraction to
Employee and can cause Employee to consider alternative employment
opportunities.
C. The
Board believes that it is in the best interests of the Company to
provide Employee with an incentive to continue his employment upon
a Change of Control.
D. In
order to provide Employee with enhanced financial security and
encourage Employee to remain with the Company notwithstanding the
possibility of a Change of Control, the Board wishes to provide
Employee with certain benefits in the event of Employee’s
termination following a Change of Control.
AGREEMENT
In consideration of the mutual
covenants contained herein and the continued employment of Employee
by the Company, the parties agree as follows:
1.
Definition of Terms . The following terms referred to in
this Agreement shall have the following meanings for purposes of
this Agreement:
(a)
Cause . “Cause” is defined as (i) an act of
dishonesty made by Employee in connection with Employee’s
responsibilities as an employee that results in material harm to
the Company, (ii) Employee’s conviction of, or plea of
guilty or nolo contendere to, a felony, (iii) an act by
Employee which constitutes gross misconduct or fraud and which is
materially injurious to the Company, or (iv) Employee’s
continued, substantial violations of Employee’s employment
responsibilities after Employee has received a written notice from
the Company which sets forth the specific factual basis for the
Company’s belief that Employee has not substantially
performed his duties.
(b)
Change of Control . “Change of Control” of the
Company is defined as: (i) a merger or consolidation of the
Company in which the stockholders of the Company immediately prior
to such transaction would own, in the aggregate, less than 50% of
the total combined voting power of all classes of capital stock of
the surviving entity normally entitled to vote for the election of
directors of the surviving entity, or (ii) the sale by the
Company of all or substantially all the Company’s assets in
one transaction or in a series of related transactions, or
(iii) “incumbent directors” constitute less than a
majority of the Board of Directors, with “incumbent
directors” defined to mean members of the Board of Directors
as of this date and subsequently elected members who are nominated
or approved by at least 75% of the incumbent directors prior to
their election.
(c)
Constructive Termination . “Constructive
Termination” is defined as a resignation of Employee’s
employment within ninety (90) days following the occurrence of
any of the following events: (i) without Employee’s
written consent, either a reduction by the Company of the
Employee’s base salary as in effect from time to time or a
significant reduction of Employee’s duties or
responsibilities relative to Employee’s duties or
responsibilities in effect immediately prior to such reduction, or
(ii) a relocation of Employee’s principal workplace
outside of the Syracuse, New York area.
2.
Term of Agreement . This Agreement shall terminate upon the
earlier to occur of (i) the date that all obligations of the
parties hereto under this Agreement have been satisfied or
(ii) the date that Employee is no longer employed by the
Company, provided such termination occurs prior to a Change of
Control.
3.
At-Will Employment . The Company and Employee acknowledge
that Employee’s employment is and shall continue to be
at-will, as defined under applicable law. If Employee’s
employment terminates for any reason, Employee shall not be
entitled to any payments, benefits, damages, awards or compensation
other than as provided by this Agreement, or as may otherwise be
established under the Company’s then existing employee
benefit plans, agreements and policies at the time of
termination.
4.
Benefits .
(a)
Termination Following a Change of Control . If, within
twenty-four (24) months following a Change of Control, the
Company terminates Employee other than for Cause or Employee
voluntarily terminates as a result of a Constructive Termination,
the
