Ceo Employment Agreement

Exhibit 10.2


EXECUTIVE EMPLOYMENT AGREEMENT


THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of July 19, 2001, between Oswego County Savings Bank, a New York chartered stock savings bank (the "Bank"), organized and existing under the laws of the State of New York with a principal place of business at 44 East Bridge Street, Oswego, New York 13126 and Gregory J. Kreis, an individual residing at 944 County Route 53, Oswego, New York 13126 (the "Executive").


WHEREAS, the Executive is one of the officers of the Bank, which has been organized for the purpose of providing individuals and businesses in Central New York with personal, professional and innovative financial services delivered by an organization of undisputed integrity in a manner able to fulfill their expectations of the Bank. Further, the Bank's goal is to maximize the Bank's equity by helping customers attain their financial goals and potential with a pledge of sound management of entrusted resources for the benefit of depositors, shareholders, customers, communities and staff; and,


WHEREAS, the Bank desires to employ the Executive, and the Executive desires to be employed by the Bank, as President and Chief Executive Officer ("CEO") upon the terms and conditions set forth, below:


NOW, THEREFORE, the parties hereto agree as follows:


1. EMPLOYMENT, POSITION, DUTIES, AND TERM.


1.1 Employment and Position. The Bank hereby employs the Executive, and the Executive accepts employment, as the Bank's President and CEO or such other executive officer's position as may from time to time be entrusted to the Executive by the Board of Directors.


1.2 Duties and Responsibilities. As President and CEO of the Bank, the Executive shall manage and direct the business and affairs of the Bank, and shall perform all such duties as are generally associated with the position of President and CEO, or as may be specifically entrusted to the Executive, from time to time by the Board of Directors. The Executive agrees that, during the term of this Agreement, he will serve the Bank faithfully, exclusively and to the best of this ability and will to the best of his ability, promote the Bank's business and affairs. The parties recognize and agree that the Executive shall also serve as President and CEO of Oswego County Bancorp, Inc., a New York bank holding company which is the owner of 100% of the outstanding common shares of the Bank (hereinafter referred to as the "Parent").


1.3 Term of Employment. Subject to the provisions of Section 3 of this Agreement, the term of the Executive's employment hereunder small continue for three years (the "Term"), commencing as of the date first above written (the "Commencement Date"), and, commencing with the expiration of the Term shall be renewed automatically for additional periods of one year each (each one year renewal period a "Renewal Term"); unless terminated by notice given by either party to the other not less than three months prior to the end of the Term or any Renewal Term, or unless terminated pursuant to Section 3 of this Agreement.


2. COMPENSATION.


2.1 Base Salary. Beginning with the Commencement Date, for each year or partial year this Agreement is in effect, the Bank agrees to pay the Executive a minimum base salary, before the customary and proper payroll deductions, at the rate of One Hundred Seventy Five Thousand Dollars ($175,000) per annum or such higher amount as the Board of Directors of the Bank may in its discretion determine from time to time during the Term of any Renewal Term (the "Base Salary"). The Board shall review the Executive's Base Salary at such times as it deems appropriate, but not less frequently than once during each twelve month period during the Term and any Renewal Term commencing with the Commencement Date. The Base Salary shall be payable on the same payroll schedule as that of other exempt employees of the Back, but not less frequently than monthly. Where necessary to conform to the Bank payroll schedule at the commencement or termination of this Agreement, the Base Salary shall be computed on a per diem basis.


2.2 Bonuses. The Executive shall be paid, in addition to the Base Salary described in Section 2.1, such bonuses as may be approved by the Bank's Board of Directors in their absolute discretion.


2.3 Standard Benefits. While this Agreement is in effect, the Executive shall be entitled to participate in any benefit programs instituted, maintained, or provided by the Bank for its employees and executive officers, including, without limitation, life insurance plans, medical and health plans, pension and retirement plans, the Executive Supplemental Retirement Income Plan, disability plans, and similar plan or plans, all on the same terms as such benefits are now and hereafter available to the Bank's employees and executive officers. The Executive shall be afforded reasonable paid vacation time, but, in any event, not less than 25 work days per annum.


2.4 Reimbursement of Expenses. The Executive shall be entitled to reimbursement by the Bank for reasonable expenses incurred by the Executive in the performance of his duties under this Agreement. The Executive shall submit reimbursement claims, with appropriate supporting documentation, to the Bank within 30 days of the date an expense is incurred.


3. TERMINATION.


3.1 Termination by the Bank. The Bank may terminate the Executive's employment under this Agreement only as provided in this Section 3.1.


(a) For Cause. The Bank may terminate the Executive's employment for Cause, as defined in this subsection 3.1(a) "Cause" shall mean (1) the failure of Executive to perform his duties hereunder due to his willful or intentional act, or (2) the refusal of the Executive to follow the reasonable directives of the Bank's Board of Directors, or (3) the Executive's conviction of or guilty plea to a felony, or (4) the Executive's conviction of or guilty plea to a misdemeanor which could reasonably be considered to compromise the best interests of the Bank or render the Executive unfit or unable to perform his duties, or (5) the Executive's commission of any unambiguous act of dishonesty or disloyalty toward the Bank Termination


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under this subsection 3.1(a) shall be effective on the date selected by the Board of Directors unless a majority of the Board, by that day, concludes that the breach has been satisfactorily resolved; provided, however, that such Termination shall, not be effective unless and until the Bank delivers to the Executive written notice of his termination setting forth therein the following: (1) the item or items of Cause which constitute the basis for the termination and a description of each; (2) confirmation that the Bank's Board of Directors by majority vote (excluding the Executive's vote, the Executive not being entitled to vote on his own termination) has determined in its good faith judgment that Cause exists for such termination; and (3) the effective date of termination.


(b) Disability. The Bank may terminate the Executive's employment hereunder if the Executive is unable, as the result of any physical or mental disability, to render service to the Bank effectively and on a full time basis, in the manner required by this Agreement for 150 days (the "Disability Period") in any period of 365 consecutive days. Upon expiration of the Disability Period, termination shall thereafter become effective on the 30th day following delivery of written notice of termination by the Bank to the Executive, unless the Executive is no longer disabled, as confirmed to the Bank by written opinion of Executive's physician who has been treating the Executive for the disabling illness. The Bank reserves the right to require the Executive to obtain, at Bank's expense, a second opinion regarding the absence of such liability from a physician selected by Executive who specializes in the field of the disabling illness within 30 days after request by Bank, Executive fails to pro ...