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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 Event of Terminati
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