THE BANK OF GREENE COUNTY
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This
Amended and Restated Employment Agreement is made effective as of
the
1st day of January, 2007, by and between The Bank of Greene County
(the "Bank"),
a federally chartered
stock savings bank, with its principal administrative
office at 302 Main
Street, Catskill,
NY 12414 and J. Bruce Whittaker (the
"Executive"). Any
reference to "Company" herein shall mean Greene County
Bancorp, Inc., a
federal corporation or any successor thereto. The Company is a
signatory hereto for
the sole purpose of
guaranteeing the
Bank's performance
hereunder.
WHEREAS, The Bank of Greene County, a New York-chartered stock
savings bank
("The New York Bank") has converted to a federally chartered stock savings bank
to become the Bank;
WHEREAS, in
connection
with the conversion and as a condition to its
approval of the conversion, the Office of Thrift Supervision, the
Bank's primary
federal regulator,
required certain amendments to that certain Employment
Agreement dated as of
January 1, 1999 by and between the Executive and The New
York Bank;
WHEREAS, the Bank
wishes to assure
itself of the
continued services of
Executive for the period provided in this Agreement and,
therefore,
considers
this Agreement,
as amended and
restated, to be in the best interests of the
Bank; and
WHEREAS, Executive
is willing to
continue to serve in the employ of the
Bank on a full-time basis for said period.
NOW,
THEREFORE, in
consideration of the mutual covenants herein contained,
and upon the other terms and conditions hereinafter provided, the
parties hereby
agree as follows:
1. POSITION AND
RESPONSIBILITIES
During the period of his employment hereunder, Executive agrees to
serve as
President and Chief Executive Officer of the Bank and the
Company. During
said
period, Executive also
agrees to serve, if elected, as an officer and director
of any subsidiary
or affiliate of the Bank.
Failure to reelect
Executive as
President and Chief
Executive Officer without the consent of the Executive
during the term of this Agreement shall constitute a breach of this
Agreement.
2. TERMS AND
DUTIES
(a)
The period of Executive's employment under this Agreement shall
begin
as of the date first above written and shall continue for a period
of thirty-six
(36) full calendar months thereafter. Commencing on the first
anniversary date
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of this Agreement,
and continuing at each
anniversary
date thereafter, the
Agreement shall renew
for an additional year such that the remaining term shall
be three (3) years unless written notice is provided to Executive at
least ten
(10) days and not more than sixty (60) days prior to any such
anniversary date,
that his employment
shall cease at the end of thirty-six (36) months following
such anniversary
date. Prior to each notice period for non-renewal, the
disinterested members of the Board of Directors (Board) of the Bank
will conduct
a comprehensive
performance evaluation and review of the Executive for purposes
of determining whether to extend the Agreement, and the results
thereof shall be
included in the minutes of the Board's meeting. The "disinterested" members of
the Board of Directors shall be all directors other than the
director who is the
"Executive" under this Agreement.
(b)
During the period of his employment hereunder, except for periods of
absence occasioned by
illness, reasonable
vacation periods, and reasonable
leaves of absence,
Executive shall
faithfully
perform his duties hereunder
including activities
and services related
to the organization,
operation and
management of the Bank.
3. COMPENSATION
AND REIMBURSEMENT
(a)
The compensation
specified under this
Agreement shall
constitute the
salary and benefits
paid for the duties
described in Section
2(b). The Bank
shall pay Executive as
compensation a salary of not less than $247,500 per year
("Base Salary"). Such Base Salary shall be payable bi-weekly.
During the period
of this Agreement,
Executive's Base Salary shall be reviewed at least annually;
the first such review
will be made no later than January 1, 2008. Such review
shall be conducted by
a Committee designated
by the Board,
and the Board may
increase, but not decrease, Executive's Base Salary (any increase
in Base Salary
shall become the "Base Salary" for purposes of this Agreement). In addition to
the Base Salary provided in this Section 3(a), the Bank shall
provide Executive
at no cost to Executive with all such other benefits as are provided
uniformly
to permanent full-time employees of the Bank.
(b)
The Bank will provide Executive with employee benefit plans,
arrangements and
perquisites
substantially
equivalent
to those in which
Executive was participating or otherwise deriving benefit from
immediately prior
to the beginning of the term of this Agreement, and the Bank will not,
without
Executive's prior written consent, make any changes in such plans,
arrangements
or perquisites
which would
adversely affect Executive's rights or benefits
thereunder. Without
limiting the generality of the foregoing provisions of this
Subsection (b), Executive will be entitled to participate in or
receive benefits
under any employee benefit plans including but not limited to,
retirement plans,
supplemental
retirement
plans, pension
plans,
profit-sharing
plans,
health-and-accident
plans, medical
coverage or any other employee benefit plan
or arrangement made available by the Bank in the future to its
senior executives
and key management
employees,
subject to and on a
basis consistent
with the
terms, conditions and
overall administration
of such plans and
arrangements.
Executive will be entitled to incentive compensation and bonuses as
provided in
any plan of the Bank in which Executive is eligible to participate
(and he shall
be entitled to a pro rata distribution under any incentive
compensation or bonus
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plan as to any year in which a termination of employment occurs, other than
termination for
Cause). Nothing paid
to the Executive
under any such plan
or
arrangement will be
deemed to be in lieu of other
compensation
to which the
Executive is entitled under this Agreement.
(c)
In addition to the benefits provided under sub-paragraph (b) of this
Section, the
Executive and his dependents covered under the Bank's health
insurance plan,
shall be entitled to
continuing health care
coverage upon the
Executive's retirement
or termination of employment with the Bank, on or after
attainment of age
fifty-five
(55) with twenty-five years of service for the
Bank, in substantially the same amount as provided to the
Executive and his
dependents prior to
the Executive's
termination of
employment.
Such retiree
health care coverage
shall survive the
termination of, or
expiration of, this
Agreement. The
Executive's
retiree health care coverage shall cease
upon his
attainment of age sixty-five (65).
(d)
In addition to the Base Salary provided for by paragraph (a) of this
Section 3, the Bank shall pay or reimburse Executive for all reasonable
travel
and other reasonable
expenses incurred by Executive performing his obligations
under this Agreement and may provide such additional compensation in such form
and such amounts as the Board may from time to time determine.
(e)
Compensation and
reimbursement to be
paid pursuant to paragraphs (a),
(b), (c) and (d) of
this Section 3 shall
be paid by the Bank and the Company,
respectively, on a pro
rata basis, based upon the amount of service the
Executive devotes to the Bank and Company, respectively.
4. PAYMENTS TO
EXECUTIVE UPON AN EVENT OF TERMINATION
The
provisions
of this Section shall in all respects be subject to the
terms and conditions stated in Sections 7 and 14.
(a)
The provisions of this
Section shall apply
upon the occurrence of
an
Event of Termination (as herein defined) during the Executive's term of
employment under
this Agreement. As used in this Agreement, an "Event of
Termination" shall mean and include any one or more of the
following:
(i)
the termination
by the Bank or the
Company of Executive's
full-time
employment hereunder for any reason other than (A) Disability or
Retirement, as
defined in Section 5 below, or (B) Termination for Cause as defined
in Section 6
hereof; or
(ii)
Executive's resignation from the Bank's employ, upon any
(A) failure to elect or reelect or to appoint or reappoint Executive
as President and Chief Executive Officer of the Bank,
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(B) material
change
in Executive's function, duties, or
responsibilities,
which change would
cause Executive's
position to
become one of lesser
responsibility,
importance,
or scope from the
position and attributes thereof described in Section 1, above,
(C) a relocation of Executive's principal place of employment by
more
than 30 miles from its location at the effective date of this
Agreement, or a
material reduction in the benefits and perquisites to
the Executive from
those being provided
as of the effective
date of
this Agreement,
(D) liquidation
or dissolution of the Bank or Company other than
liquidations or dissolutions that are caused by reorganizations that
do not affect the status of Executive, or
(E) breach of this Agreement by the Bank.
Upon the occurrence of any event described in clauses (ii) (A),
(B), (C), (D) or
(E), above, Executive shall have the right to elect to terminate
his employment
under this Agreement by resignation upon sixty (60) days prior
written notice
given within a reasonable period of time not to exceed four
calendar months
after the initial event giving rise to said right to elect.
Notwithstanding the
preceding sentence, in the event of a continuing breach of this
Agreement by the
Bank, the Executive, after giving due notice within the prescribed
time frame of
an initial event specified above, shall not waive any of his rights
solely under
this Agreement and this Section 4 by virtue of the fact that
Executive has
submitted his resignation but has remained in the employment of the
Bank and is
engaged in good faith discussions to resolve any occurrence of an
event
described in clauses (A), (B), (C), (D) and (E) above.
(iii) Executive's
voluntary resignation from the Bank's employ on the
effective date of, or
at any time following a Change in Control during the term
of this Agreement. For
these purposes,
a Change in Control of
the Bank or the
Company shall mean 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 1934
(the "Exchange Act"); or (ii) results in a Change in
Control of the Bank or
the Company
within the meaning of the Bank Holding
Company Act of 1956,
as amended and the rules and regulations promulgated
thereunder, as in
effect on the date hereof ("BHCA"); 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 Bank or
the Company representing 25% or more of the Bank's or the Company's
outstanding
securities except for
any securities
of the Bank
purchased by the
Company in
connection with the
conversion of the Bank to the stock form and any securities
purchased by the
Bank's employee stock ownership plan and 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,
however, that this
sub-section
(b) shall not apply if
the Incumbent Board
is
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replaced by the
appointment by a
Federal banking
agency of a
conservator or
receiver for the Bank and, provided further that any person
becoming a director
subsequent to the date hereof whose election was approved by a vote of
at least
two-thirds of 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 Bank or the Company; 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 Bank or similar
transaction with one
or more corporations
as a result of which the outstanding
shares of the class of securities then subject to such plan or
transaction are
exchanged for or converted into cash or property or securities not
issued by the
Bank or the Company shall be distributed and the requisite number of proxies
approving such plan of reorganization, merger or consolidation of
the Company or
Bank are received and voted in favor of such transactions; or (e) a
tender offer
is made for 25% or more of the outstanding securities of the Bank
or Company and
shareholders owning
beneficially
or of record 25% or
more of the
outstanding
securities of the Bank
or 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.
(b)
Upon the occurrence of an Event of Termination, on the Date of
Termination, as
defined in Section 7, the Bank shall pay Executive, or, in the
event of his subsequent death, his beneficiary or beneficiaries,
or his estate,
as the case may be, as severance pay or liquidated damages, or
both, a sum equal
to three (3) times the sum of (i) Base Salary and (ii) the highest
rate of bonus
awarded to the
Executive during the
prior three years. At
the election of the
Executive, which
election is to be made
on an annual basis during the month of
January, and which
election is irrevocable for the year in which made and
upon
the occurrence of an Even
