Exhibit 10.5


 


FSB Community Bankshares, Inc. and


Fairport Savings Bank


Executive Compensation Clawback Agreement


 


WHEREAS,
FSB Community Bankshares, Inc. (the “Company”) and Fairport Savings Bank (the “Bank”) are required to recover
from certain current and former executive officers any excess incentive-based compensation, including bonus compensation or equity
compensation, that was paid to such executives on the basis of incorrect financial information, pursuant to Section 304 of the
Sarbanes-Oxley Act of 2002 (“SOX”) and pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection
Act of 2012 (“Dodd-Frank”); and


 


WHEREAS,
in addition to Section 304 of SOX and Section 954 of Dodd-Frank, the Company and the Bank wish to adopt their own compensation
clawback rules for certain current and former executive officers of the Company and the Bank, as set forth herein; and


 


WHEREAS,
Kevin Maroney  (the “Executive”), who is currently Executive Vice President and Chief Financial Officer, understands
and acknowledges that he/she can be held liable for certain conduct which is detrimental or potentially detrimental to the Bank
pursuant to the terms herein,


 


NOW THEREFORE,
it is hereby agreed, by and between the Bank and Executive, as follows:


 


		1.	Executive is entitled to participate in the FSB Community Bankshares, Inc. Annual Incentive Plan
(“Incentive Plan”). The Incentive Plan provides that Executive shall be eligible to receive a percentage of his/her
Base Salary upon the achievement of pre-determined targets. A copy of the Incentive Plan and of the Executive’s specific
Incentive Plan formula (including all targets) is attached hereto as Schedule “A”, as approved annually, and incorporated
by reference herein.



 


		2.	Executive understands and acknowledges that he/she shall not be entitled to receive any payments
due under the Incentive Plan and/or may be required to repay any payments previously received under the Incentive Plan under the
following conditions:



 


		A.	Executive’s Incentive Plan payment was predicated upon achieving certain financial results
that were subsequently the subject of a substantial restatement of the Bank’s financial statements; and the Board determines
that Executive engaged in intentional misconduct that caused or substantially caused the need for the substantial restatement;
and a lower payment would have been made to Executive based upon the restated financial results.



 


		B.	The Board determines that Executive has engaged in fraud, gross negligence or willful misconduct
which has resulted in, or could result in, detriment to the Bank.



 




     


     


    

 


		3.	In the event that the Bank determines, in its sole discretion, that one of the conditions set forth
in paragraphs 2(A) or 2(B) of this Agreement have occurred, the Bank shall notify Executive, in writing, of its determination.
Executive will have ten (10) days within which to respond to the Bank’s notice and request reconsideration of the Bank’s
determination. If Executive fails to request reconsideration and/or the Bank elects not to reconsider its decision, or upon reconsideration,
the Bank does not change its prior determination, Executive shall be liable to the Bank for repayment of all Incentive Plan payments
paid to Executive by the Bank within the preceding three (3) years or during the period of the conduct set forth in paragraphs
2(A) or 2(B) of this Agreement, whichever is longer. The Bank also reserves the right to offset any such liability against any
compensation, severance benefits or any remuneration owed to Executive by the Bank, to the extent permitted by applicable law,
and provided further, that if any such right to set off is treated as an impermissible acceleration of payment of any deferred
compensation under Section 409A of the Internal Revenue Code of 1986, as amended, then the Bank shall not exercise such set off
rights with respect to such deferred compensation plans. In addition, Executive shall immediately become ineligible to receive
any further Incentive Plan payments (regardless of whether the payments have been earned or accrued).



 


		4.	Provided that the following repayment provisions do not result in an impermissible extension of
credit to an officer of a publicly traded company within the meaning of Section 402 of the Sarbanes-Oxley Act of 2002, in the event
that Executive must repay the Bank in compliance with Section 3 above, the parties agree that Executive must repay any amounts
due within one (1) year from notification by the Bank of such repayment obligation.



 


		5.	Notwithstanding the foregoing, to the extent not prohibited by applicable law (including, but not
limited to, under Sections 302 and 402 of the Sarbanes-Oxley Act of 2002 and under Section 954 of the Dodd-Frank Wall Street Reform
and Consumer Protection Act of 2010), the Bank shall have full discretion to decline to seek recovery under this Agreement or to
shorten the time period for recovery set forth in paragraph 3 above. The exercise of any such discretion must be approved by a
majority of the Board.



 


		6.	Should any repayment obligations under this Agreement trigger income tax penalties to the Bank
or Executive, Executive acknowledges and agrees that he/she shall be solely liable for the payment of any such taxes.



 


		7.	This Agreement shall be construed according to the laws of the State of New York and any action
arising herefrom shall be venued in the Monroe County Supreme Court or the United States District Court for the Western District
of New York in Rochester, New York.



 




    	 	2	 



     


    

 


		8.	In the event that the Bank must engage in any legal action or proceeding in order to enforce the
terms of this Agreement, Executive agrees that he/she shall be liable for payment of the Bank’s reasonable attorneys’
fees and costs.



 


		9.	The parties agree and acknowledge that they both participated in the negotiation and drafting of
this Agreement and therefore, if any provision herein is contested, there shall be no presumption in favor or against either party
as the draftsperson.



 


		10.	Executive and the Bank acknowledge and agree that they have each reviewed this Agreement with an
attorney of their choosing and are entering into this Agreement voluntarily and with a complete understanding of its terms and
obligations.



 


		11.	Any Notices provided for under this Agreement shall be sent, via certified mail return receipt
requested, to the following addresses:



 


		BANK:	Fairport Savings Bank



45 South Main Street


Fairport, NY 14450


 


		EXECUTIVE:	Kevin Maroney



22 Littlewood Lane E


Rochester, NY 14625


 


		12.	If any provision of this Agreement is determined to be invalid or unenforceable by any Court or
tribunal, the parties agree that such provision shall not affect the validity or enforceability of any other provision herein.



 


	 	 	Fairport Savings Bank
	 	 	 
	Dated: March 28, 2012	 	/s/ Dana C. Gavenda
	 	By:	Dana C. Gavenda
	 	Its:	President and Chief Executive Officer
	 	 	 
	 	 	Executive
	 	 	 
	Dated: March 28, 2012	 	/s/ Kevin D. Maroney


 




    	 	3