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Exhibit 10.3
EMPLOYMENT AGREEMENT
This AGREEMENT ("Agreement") is made as of June 1, 2007, by and
between
The Oneida Savings Bank (the "Bank"), a New York chartered
savings bank, Thomas
H. Dixon, an individual residing in Oneida, New York,
("Executive") and Oneida
Financial Corp. (the "Company"), a federally-chartered
corporation and the
holding company of the Bank, as guarantor. The Bank and Company
are collectively
referred to as the "Employer".
WHEREAS, Executive and the Board of Directors of the Bank desire
to
enter into an agreement setting forth the terms and conditions
of Executive's
employment and provide for the continued service of the
Executive; and
WHEREAS, the Bank recognizes the importance of Executive to the
Bank's
operations, and desires to assure the continuity of its
management and enable
the Executive to devote his full attention to management
responsibilities when
faced with a possible change in control of the Bank or the
Company.
NOW, THEREFORE, in consideration of the mutual promises and
covenants
herein contained, it is hereby agreed as follows:
1. Employment.
(a) Term. The initial term of employment under this Agreement
shall be
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for the period commencing on the date hereof and ending on May
31, 2010. Not
later than six months prior to the expiration of this Agreement,
the parties
agree to commence discussions regarding a renewal of this
Agreement. If the
parties cannot reach agreement regarding the terms for a renewal
agreement, this
Agreement shall automatically renew for a 12 month period unless
either party
provides written notice of intent not to renew at least 60 days
prior to the
expiration of this Agreement. The initial term and any renewal
term are
collectively referred to herein as the "Employment Term."
(b) Duties. The Executive shall serve as Executive Vice
President and
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Chief Credit Officer of the Bank and Company during the
Employment Term and
shall have such responsibilities, duties and authority as is
customary for
persons serving in similar officer positions and as may from
time to time be
reasonably assigned by the respective Boards of the Employer.
The Executive
shall be responsible for implementing the policies of the Board
of Directors of
the Company and the Board of Directors of the Bank, and shall
report to the
President and Chief Executive Officer. In such capacity,
Executive agrees to
discharge his duties to the best of his abilities and to devote
substantially
all of his working time and attention to the performance of his
duties under
this Agreement. During the Employment Term, there shall be no
material decrease
in the duties and responsibilities of the Executive other than
as provided
herein, unless the parties otherwise agree in writing. During
the Employment
Term, the Executive shall not be required to relocate, without
his consent, his
place of employment to a location more than 25 miles away from
the Employer's
Oneida, New York location to perform
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his duties hereunder, except for reasonably required travel by
the Executive on
the business of the Employer. The Executive may affiliate with
professional
associations, business and civic organizations in support of his
role as an
officer of the Bank, provided that Executive's involvement in
such activities
does not adversely affect the performance of his duties on
behalf of the Company
or the Bank or the reputation of the Company or Bank.
2. Compensation and Benefits.
(a) Base Salary. The Executive shall initially be paid a base
salary at
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an annualized rate of $161,460.00 (as may be adjusted from time
to time in
accordance with this Agreement, "Base Salary"), payable in
accordance with the
Employer's regular payroll practices for its employees. On an
annual basis, the
Executive's Base Salary shall be reviewed by the Employer and
may be increased
in the discretion of the Board of Directors and Compensation
Committee of the
Employer. In reviewing the Executive's Base Salary, the Board of
Directors of
the Employer shall consider the Executive's performance, scope
of
responsibility, and such other matters as the Board of Directors
or the
Compensation Committee of the Board deems appropriate. The Base
Salary of the
Executive shall not be decreased at any time during the current
Employment Term
from the amount then in effect, unless the Executive otherwise
agrees in
writing.
(b) Bonuses and Incentive Compensation. The Executive shall be
eligible
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to participate in an equitable manner with all other employees
of the Employer
in any bonus or other incentive programs (including any stock
option or equity
compensation plans) as may be authorized, declared and paid by
the Boards of
Directors of the Employer. This provision shall not preclude the
grant of any
other bonus or compensation to the Executive as determined by
the Board of
Directors of the Employer.
(c) Benefit Plans. The Executive shall be eligible to
participate in
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any employee pension benefit plans (as that term is defined
under Section 3(2)
of the Employee Retirement Income Security Act of 1974, as
amended), group life
insurance plans, medical plans, dental plans, long-term
disability plans, and
other fringe benefit plans or programs maintained by the
employer for the
benefit of its employees ("Benefit Plans"). The Executive's
participation in any
such benefit plans and programs (before or after termination)
shall be based on,
and subject to satisfaction of, the eligibility requirements and
other
conditions of such plans and programs notwithstanding any
provisions of this
Agreement. The Executive shall be entitled to such supplemental
benefits as set
forth on the attached Exhibit A to this Agreement, which may be
amended from
time-to-time upon the mutual agreement of Executive and
Employer.
(d) Expenses. The Executive is authorized to incur reasonable
expenses
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in the performance of his duties hereunder, including the costs
of business
entertainment, travel, and attendance at meetings. The Employer
shall reimburse
the Executive for all such expenses promptly upon periodic
presentation by the
Executive of an itemized account of such expenses.
(e) Other Benefits. During the period of employment, the
Executive
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shall also be entitled to receive the following benefits:
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(i) Paid vacation in accordance with the Employer's Employee
Handbook;
(ii) Reasonable sick leave consistent with the Bank's policy
in that regard for other executive officers; and
(iii) Reimbursement of fees or dues (but not personal
expenses) for up to two club memberships of the Executive at
dining or country
clubs as may be beneficial to the Executive's role with the
Bank. The choice of
clubs shall be subject to review and disapproval by the Board of
Directors of
the Bank at any time.
(f) Exclusivity of Salary and Benefits. Executive shall not be
entitled
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to any payments or benefits other than those provided under this
Agreement or
referred to in Exhibit A.
3. Termination.
Prior to a Change of Control, the Executive's employment by
the
Employer shall be subject to termination as follows:
(a) Voluntary Termination. The Executive may terminate this
Agreement
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upon not less than 60 days prior written notice delivered to the
Employer, in
which event the Executive shall be entitled only to the
compensation and
benefits the Executive has earned or accrued through the date of
termination.
Employer may appropriately adjust Executive's duties upon notice
of such
termination.
(b) Termination Upon Death. This Agreement shall terminate upon
the
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Executive's death. In the event this Agreement is terminated as
a result of the
Executive's death, the Employer shall continue payments of the
Executive's Base
Salary and payments related to Executive's participation in the
Benefit Plans
which would have otherwise been due for a period of 90 days
following the
Executive's death to the Executive's estate or designated
beneficiaries.
(c) Termination Upon Disability. Termination of Executive's
employment
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based on "Disability" shall be construed to comply with Section
409A of the
Internal Revenue Code and shall be deemed to have occurred if:
(i) Executive is
unable to engage in any substantial gainful activity by reason
of any medically
determinable physical or mental impairment that can be expected
to result in
death, or last for a continuous period of not less than 12
months; (ii) by
reason of any medically determinable physical or mental
impairment that can be
expected to result in death, or last for a continuous period of
not less than 12
months, Executive is receiving income replacement benefits for a
period of not
less than three months under an accident and health plan
covering employees of
the Bank or the Company; or (iii) Executive is determined to be
totally disabled
by the Social Security Administration.
The Employer may terminate this Agreement upon the Executive's
Disability. Once
the Executive is determined to be Disabled, the Executive shall
be entitled to
100% of the Executive's Base Salary and continued benefits under
the Benefit
Plans otherwise payable during that period, reduced by any
other
Employer-provided benefits to which the Executive may be
entitled with respect
to such Disability (including, but not limited to, benefits
provided under any
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disability insurance policy or program, worker's compensation
law, or any other
benefit program or arrangement).
(d) Termination for Cause. The Employer may terminate the
Executive's
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employment for Cause by written notice to the Executive. For
purposes of this
Agreement, "Cause" shall mean the Executive's (1) personal
dishonesty,
incompetence, or willful misconduct; (2) breach of fiduciary
duty involving
personal profit or intentional failure to perform material
stated duties; (3)
willful violation of any law, rule, or regulation (other than
traffic violations
or similar offenses); (4) being a specific subject of a final
cease and desist
order from, written agreement with, or other order or
supervisory direction
from, any federal or state regulatory authority; or (5)
conviction or indictment
of Executive for a felony or any misdemeanor involving moral
turpitude, deceit,
dishonesty or fraud. In determining incompetence, the acts or
omissions shall be
measured against standards generally prevailing in the financial
institutions
industry; provided, it shall be the burden of the Employer to
establish the
alleged acts and omissions and the prevailing nature of the
standards the
Employer shall have alleged are violated by such acts and/or
omissions.
Notwithstanding any other term or provision of this Agreement to
the
contrary, if the Executive's employment is terminated for Cause,
the Executive
shall forfeit all rights to payments and benefits otherwise
provided pursuant to
this Agreement; provided, however, that Base Salary shall be
paid through the
date of termination.
(e) Termination Without Cause. The Employer may terminate
the
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Executive's employment for reasons other than Cause upon not
less than 60 days
prior written notice delivered to the Executive, in which event
the Employer
shall (i) pay to the Executive within 30 days of the date of
termination the
following a lump sum payment equal to the unpaid Base Salary
that would have
been paid to or earned by the Executive pursuant to this
Agreement, if the
Executive had remained employed under the terms of this
Agreement through the
end of the Employment Term, or for a period of 6 months
following the date of
termination, whichever period is longer and (ii) continue
payments related to
Executive's participation in any medical, dental and life
insurance benefit
plans at the same levels that existed prior to the termination
for a period of
18 months following the termination date. If the Executive
terminates his
employment with the Employer during the Employment Term for
"Good Reason"
(defined in Section 4(d) below), other than following a Change
of Control, such
termination shall be deemed to have been a termination by the
Employer of the
Executive's employment without Cause.
Notwithstanding the foregoing, if Executive's employment ends
prior to
December 31, 2007 for reasons other than Cause and under
circumstances that
entitled the Executive to payments and benefits under paragraph
4(a) of this
Agreement (regarding a "Change of Control"), then amounts that
may be payable
under this paragraph 3(e) shall be reduced by payments made to
Employee under
paragraph 4(a).
(f) Change of Control. If the Executive's employment by the
Employer
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shall cease for any reason other than Cause, death or disability
of Executive,
or termination for Good Reason by Executive within six months
prior to, or 12
months following, a Change of Control
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that occurs during the Employment Term, the provisions of
paragraph 4 below
shall apply even if the Employment Term under this Agreement has
expired.
(g) Resignation. Effective upon the Executive's termination
of
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employment for any reason, the Executive hereby resigns from any
and all offices
and positions (including any director positions) related to the
Executive's
employment with the Employer and any subsidiaries or affiliates
thereof, and
held by the Executive at the time of termination.
(h) Regulatory Limits. Notwithstanding any other provision in
this
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Agreement, (i) the Employer may terminate or suspend this
Agreement and the
employment of the Executive hereunder, as if such termination
were for Cause
under Section 3(d) hereof, to the extent required by applicable
Federal or state
law related to banking, deposit insurance or bank or savings
institution holding
companies or by regulations or orders issued by the Federal
Deposit Insurance
Corporation or any other state or federal banking regulatory
agency having
jurisdiction over the Company or the Bank and (ii) no payment
shall be required
to be made to or for the benefit of the 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 the Employer's burden to establish that any such action was
so required.
(i) Excess Payments. Notwithstanding the foregoing, in the
event
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Executive is a "Speci
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