Exhibit 10.30
November 13,
2008
David E.
Raven
808 Parkview
Road
Moscow, PA
18444
Re:
Employment Agreement and Change in Control -- Severance Agreement
Amendment
Dear
David:
As you are aware, in 2004 a new Section 409A was
added to the Internal Revenue Code by the American Jobs Creation
Act of 2004 (the “Act”). The Act made
significant changes in the tax law as it is applies to executive
compensation. In late September of 2005 the Internal Revenue
Service published proposed regulations relating to compliance with
the Act. One change involves delaying distributions to
“key employees” (as defined below) by a minimum of six
months. Therefore, severance payments payable under your
current employment contract with NBT Bancorp, Inc.
(“NBTB”), dated January 1, 2005, (“Employment
Agreement”) must be made in compliance with the Act or a
substantial excise tax (payable by you) would be
imposed.
For this purpose, a “key employee”
is generally one who is an officer of NBTB with annual compensation
greater than $130,000. See Section 416(i) of the
Internal Revenue Code and the regulations promulgated thereunder
for a complete definition of a “key
employee”.
Your Employment Agreement provides that you
would be entitled to certain severance payments if your employment
with NBTB was involuntarily terminated (other than “for
cause”) or you resigned for Good Reason, as those terms are
defined in the Employment Agreement. Pursuant to the Employment
Agreement, severance payments wou
