Exhibit 10.3











Exhibit 10.3




EMPLOYMENT AGREEMENT




This AGREEMENT (“Agreement”) is made as of November 1, 2010, by and between The Oneida Savings
Bank (the “Bank”), a New York chartered savings bank, Thomas H. Dixon, an individual residing in
Sherrill, New York, (“Executive”) and Oneida Financial Corp. (the “Company”), a Maryland
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 for the period
commencing on the date hereof and ending on October 31, 2013. Not later than six months prior to
the expiration of this Agreement the disinterested members of the Compensation Committee must take
the following actions: (i) conduct a comprehensive performance evaluation and review of the
Executive for purposes of determining whether to extend or renew the Agreement; and (ii)
affirmatively approve the extension, renewal or non-renewal of the Agreement, which the decision
shall be included in the minutes of the Compensation Committee’s meeting. If the decision of such
disinterested members of the Compensation Committee is not to renew the Agreement, then the
Compensation Committee shall provide the Executive with a written notice of non-renewal
(“Non-Renewal Notice”) at least 60 days prior to the expiration of this Agreement, such that the
Agreement shall terminate at the expiration date. 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 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 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 an annualized
rate of $202,000.00 (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 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. Payment of a bonus to the Executive pursuant to this Section 2(b), if
applicable, shall be made no later than March 15 of the calendar year immediately following the
year in which the performance bonus was earned.



(c) Benefit Plans. The Executive shall be eligible to participate in 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 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. All
reimbursements pursuant to this Section 2(d) shall be paid promptly by the Employer and in any
event no later than March 15 of the year immediately following the year in which the expense was
incurred. 



(e) Other Benefits. During the period of employment, the Executive shall also be
entitled to receive the following benefits:




(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.



(iv) The Executive will receive a monthly vehicle allowance of $700 for the purchase/lease and
maintenance of a vehicle available for necessary business travel commensurate with the Executive’s
duties and role with the Bank as reviewed and approved by the Board of Directors.



(f) Exclusivity of Salary and Benefits. Executive shall not be entitled 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 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 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.
Such continued payment of Base Salary shall be made in accordance with the regular payroll
practices of the Employer.



 


 









 






(c) Termination Upon Disability. Termination of Executive’s employment 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 non-taxable benefits under the Benefit Plans for a period of 26 consecutive
weeks immediately following the date on which the Executive is determined to be Disabled, 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 disability insurance policy
or program, worker’s compensation law, or any other benefit program or arrangement). Any payment
of Base Salary shall be made in accordance with the regular payroll practices of the Bank. Such
continued payment of Base Salary shall be paid to the Executive in accordance with the regular
payroll practices of the Employer for period of one year following the date on which the Executive
is determined to be Disabled.



(d) Termination for Cause. The Employer may terminate the Executive’s 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 Executive’s employment
for reasons other than Cause upon not less than 60 days prior to when written notice is delivered
to the Executive, in which event the Employer shall (i) pay to the Executive within 30 days
following the date of termination a lump sum payment equal to (i) 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 six months following the date of termination, whichever period is longer; and (ii) a
cash bonus payment equal to the estimated amount necessary for the Executive to use the after-tax
portion of said payment to pay the premiums of the Executive’s supplemental benefits as provided
in Exhibit A for a period of 18 months following the termination date. In addition, the Employer
shall provide continued life insurance coverage and non-taxable medical and dental insurance
coverage at substantially 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, and the Executive shall be entitled to the
benefits provided in this Section 3(e).



Notwithstanding the foregoing, if Executive’s employment ends 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 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 that occurs
during the Employment Term, the provisions of Section 4 below shall apply even if the Employment
Term under this Agreement has expired.



(g) Resignation. Effective upon the Executive’s termination of 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 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 the Executive is a
Specified Employee (as defined herein), then, solely, to the extent required to avoid penalties
under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Executive’s
payments shall be delayed until the first day of the seventh month following the Executive’s
Separation from Service (as defined below). A “Specified Employee” shall be interpreted to comply
with Section 409A of the Code and shall mean a key employee within the meaning of Section 416(i) of
the Code (without regard to paragraph 5 thereof), but an individual shall be a “Specified Employee”
only if the Bank or Company is or becomes a publicly traded company.



4. Termination Following a Change of Control.




(a) Subject to the limits set forth in Section 4(b), in the event the Employer terminates the
Executive’s employment for reasons other than Cause, death or Disability of Executive, or the
Executive terminates employment with Good Reason, in either case within six months prior to, or 12
months after, a Change of Control, the Employer shall, within 30 days following termination, (i)
pay to the Executive a lump sum cash payment equal to 2.99 times the average annual compensation
paid to the Executive by Employer and included in the Executive’s gross income for income tax
purposes during the five full calendar years, or shorter period of employment, that immediately
precede the year during which the Change of Control occurs, and (ii) a cash bonus payment equal to
the estimated amount necessary for the Executive to use the after-tax portion of said payment to
pay the premiums of the Executive’s supplemental benefits as provided in Exhibit A for a period of
18 months following the termination date. In addition, the Employer shall provide continued life
insurance coverage and non-taxable medical and dental insurance coverage at substantially the same
levels that existed prior to the termination for a period of 18 months following the termination
date.



(b) Limitation. Notwithstanding anything in this Agreement to the contrary, in the
event that the amount payable to the Executive pursuant to Section 4(a) above, when added to all
other amounts paid or to be paid to, and the value of all property received or to be received by
the Executive in anticipation of or following a Change of Control, whether paid or received
pursuant to this Agreement or otherwise (such other amounts and property being referred to herein
as “Other Change in Control Payments”), would constitute an excess parachute payment within the
meaning of Section 280G of the Code (or any successor or renumbered section), then the amount
payable pursuant to Section 4(a) of this Agreement shall be reduced to the maximum amount which,
when added to such Other Change in Control Payments, would not constitute an excess parachute
payment. The allocation of any reduction required by this subparagraph among various payments
shall be made based on the directions of the Executive, provided, however, that if it is determined
that such directions by the Executive shall be in violation of Code Section 409A, the allocation of
the required reduction shall be pro-rata to the various payments.


 


 









 





(c) For purposes of this Agreement, a “Change of Control” shall mean:



(1) Acquisition of Significant Share Ownership: The acquisition by any individual,
entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of 25% or more of the combined voting power of
the then outstanding voting securities of the Company entitled to vote generally in the election of
directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of
this subsection (1), the following acquisitions shall not constitute a Change of Control: (i) any
acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition
by any employee benefit plan (or related trust) sponsored or maintained by the Company, the Bank or
any other corporation controlled by the Company, or (v) any acquisition by any corporation pursuant
to a transaction that complies with clauses (i), (ii), and (iii) of subsection (3) of this Section
4(c); or



(2) Change in Board Composition: Individuals who, as of the date hereof, constitute
the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at
least a majority of such Board of Directors (the “Company Board”); provided, however, that any
individual becoming a director subsequent to the date hereof whose election, or nomination for
election by Company shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption
of office occurs as a result of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened solicitation of proxies or consents
by or on behalf of a Person other than the Company Board; or



(3) Merger with Third Party: Consummation of reorganization, merger or consolidation
of the Company with another entity (a “Business Combination”), unless, following such Business
Combination, (i) all or substantially all of the individuals and entities who were the beneficial
owners of the Outstanding Company Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of the then outstanding shares of common
stock and the combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors of the corporation resulting from such Business Combination
(including, without limitation, a corporation which as a result of such transaction owns the
Company or all or substantially all of the Company’s assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership, immediately prior to such
Business Combination, (ii) no Person (excluding any corporation resulting from such Business
Combination or any employee benefit plan (or related trust) of the Company, the Bank, such
corporation resulting from such Business Combination or a corporation controlled by any of them)
beneficially owns, directly or indirectly, 25% or more of the then outstanding shares of common
stock of the corporation resulting from such Business Combination or the combined voting power of
the then outstanding voting securities of such corporation except to the extent that such ownership
existed prior to the Business Combination and (iii) at least a majority of the members of the board
of directors of the corporation resulting from such Business Combination were members of the
Incumbent Board at the time of the execution of the initial agreement, providing for such Business
Combination; or


 


 









 





(4) Sale of Assets: The Company sells or deposes of all or substantially all of its
assets to a third party.



(d) “Good Reason” shall mean the Executive’s resignation from the Bank’s employ upon any of
the following, unless consented to by Executive:



(1) failure to appoint Executive to the position set forth in Section 1, or a 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 responsibilities
described in Section 1, to which Executive has not agreed in writing (and any such material change
shall be deemed a continuing breach of this Agreement by the Bank);



(2) a relocation of Executive’s principal place of employment to a location that is more than
25 miles from the location of the Bank’s principal executive offices as of the date of this
Agreement;



(3) a material reduction in the benefits and perquisites, including Base Salary, to Executive
from those being provided as of the Effective Date (except for any reduction that is part of a
reduction in pay or benefits that is generally applicable to officers or employees of the Bank);




(4) a liquidation or dissolution of the Company or the Bank;




(7) a material breach of this Agreement by the Company or the Bank.



Upon the occurrence of any event described in clauses (1) through (5) above, the Executive
shall have the right to elect to terminate his employment under this Agreement by resignation
within a reasonable period of time (not to exceed ninety (90) days) after the event giving rise to
the right to elect. The Bank shall have at least 30 days to remedy any condition set forth in
clauses (d)(1)-(5) above, provided, however the Bank shall be entitled to waive such period and
make an immediate payment in accordance with the applicable section of this Agreement.



(e) Excess Payments. Notwithstanding the foregoing, in the event the Executive is a
Specified Employee (as defined herein), then, solely, to the extent required to avoid penalties
under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Executive’s
payments shall be delayed until the first day of the seventh month following the Executive’s
Separation from Service (as defined below). A “Specified Employee” shall be interpreted to comply
with Section 409A of the Code and shall mean a key employee within the meaning of Section 416(i) of
the Code (without regard to paragraph 5 thereof), but an individual shall be a “Specified Employee”
only if the Bank or Company is or becomes a publicly traded company.


 


 









 





5. Covenants.




(a) Confidentiality. The Executive shall not, without the prior written consent of
the Employer, disclose or use in any way, either during the Employment Term or thereafter, except
as required in the course of his employment by Employer, any confidential business or technical
information or trade secret acquired in the course of the Executive’s employment by the Employer.
The Executive acknowledges and agrees that it would be difficult to fully compensate the Employer
for damages resulting from the breach or threatened breach of the foregoing provision and,
accordingly, that the Employer shall be entitled to temporary preliminary injunctions and permanent
injunctions to enforce such provision. This provision with respect to injunctive relief shall not,
however, diminish the Employer’s right to claim and recover damages. The Executive covenants to
use his best efforts to prevent the publication or disclosure of any trade secret or any
confidential information concerning the business or finances of Employer or Employer’s affiliates,
or any of their dealings, transactions or affairs which may come to the Executive’s knowledge in
the pursuance of his duties or employment.



(b) No Competition. The Executive’s employment is subject to the condition that
during the term of his employment hereunder and for a period of 24 months following the date his
employment ceases for any reason, the Executive (i) shall not, directly or indirectly, own, manage,
operate, control or participate in the ownership, management, operation or control of, or be
connected as an officer, employee, partner, director, individual proprietor, lender, consultant or
otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of,
any entity or business (a “Competitive Operation”) which competes in the banking industry or with
any other business conducted by the Employer or by any group, affiliate, division or subsidiary of
the Employer, in Madison, Oneida or Onondaga County, (ii) will refrain from directly or indirectly
employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any
person to leave employment with the Employer; and (iii) will refrain from soliciting or encouraging
any customer to terminate or otherwise modify adversely its business relationship with the
Employer. The Executive shall fully advise the Employer as to any activity, interest, or
investment the Executive may be involved in that might violate the terms of this paragraph upon the
request of Employer.



(c) Termination of Payments. Upon the breach by the Executive of any covenant under
this Section 5, the Employer may terminate, offset and/or recover from the Executive immediately
any and all benefits paid to the Executive pursuant to this Agreement, in addition to any and all
other remedies available to the Employer under the law or in equity.



(d) Modification. Although the parties consider the restrictions contained in this
Section 5 reasonable as to protected business, duration, and geographic area, in the event that any
court of competent jurisdiction deems them to be unreasonable, then such restrictions shall apply
to the broadest business, longest period, and largest geographic territory as may be considered
reasonable by such court, and this Section 5, as so amended, shall be enforced.



(e) Other Agreements. The Executive represents and warrants that neither the
Executive’s employment with the Employer nor the Executive’s performance of his obligations
hereunder will conflict with or violate the Executive’s obligations under the terms of any
agreement with a previous employer or other party including agreements to refrain from
competing, directly or indirectly, with the business of such previous employer or any other party.


 


 









 





6. Miscellaneous.



(a) Withholding. The Employer shall deduct and withhold from compensation and
benefits provided under this Agreement all necessary income and employment taxes and any other
similar sums required by law to be withheld.



(b) Rules, Regulations and Policies. The Executive shall use his best efforts to
abide by and comply with all of the rules, regulations, and policies of the Employer, including
without limitation the Employer’s policy of strict adherence to, and compliance with, any and all
requirements of the banking, securities, and antitrust laws and regulations.



(c) Return of Employer’s Property. After the Executive has received notice of
termination or at the end of his period of employment with Employer, whichever first occurs, the
Executive shall immediately return to Employer all documents and other property in his possession
belonging to Employer.



(d) Construction and Severability. The invalidity of anyone or more provisions of
this Agreement or any part thereof, all of which are inserted conditionally upon their being valid
in law, shall not affect the validity of any other provisions to this Agreement; and in the event
that one or more provisions contained herein shall be invalid, as determined by a court of
competent jurisdiction, this Agreement shall be construed as if such invalid provisions had not
been inserted.



(e) Governing Law. This Agreement shall be governed by the laws of the United States,
where applicable, and otherwise by the laws of the State of New York other than the choice of law
rules thereof.



(f) Assignability and Successors. This Agreement may not be assigned by the Executive
or the Employer, except that this Agreement shall be binding upon and shall inure to the benefit of
the successor of the Employer through merger or corporate reorganization.



(g) Jurisdiction and Venue. The jurisdiction of any proceeding between the parties
arising out of, or with respect to, this Agreement shall be in a court of competent jurisdiction in
New York State, and venue shall be in Madison or Onondaga County. Each party shall be subject to
the personal jurisdiction of the courts of New York State.



(h) Arbitration of Disputes. Any controversy or claim arising out of or relating to
this Agreement or the breach thereof or otherwise arising out of the Executive’s employment or the
termination of that employment (including, without limitation, any claims of unlawful employment
discrimination whether based on age or otherwise) shall, to the fullest extent permitted by law, be
settled by arbitration in any forum and form agreed upon by the parties or, in the absence of such
an agreement, under the auspices of the American Arbitration Association (“AAA”) in Syracuse, New
York in accordance with the rules of the AAA, including, but not limited to, the rules and
procedures applicable to the selection of arbitrators. Judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing,
this Section shall not preclude either party from pursuing a court action for the sole purpose of
obtaining a temporary restraining order or a preliminary injunction
in circumstances in which such relief is appropriate; provided that any other relief shall be
pursued through an arbitration proceeding pursuant to this Section.


 


 









 





(i) Entire Agreement; Amendment. This Agreement constitutes the entire understanding
and Agreement between the parties with respect to the subject matter hereof and shall supersede all
prior understandings and agreements. This Agreement cannot be amended, modified, or supplemented
in any respect, except by a subsequent written agreement entered into by the parties hereto.



(j) Separation from Service. Notwithstanding anything else in this Agreement to the
contrary, Executive’s employment shall not be deemed to have been terminated unless and until
Executive has a Separation from Service within the meaning of Section 409A of the Code. For
purposes of this Agreement, a “Separation from Service” shall have occurred if the Employer and the
Executive reasonably anticipate that either no further services will be performed by the Executive
after the date of the termination (whether as an employee or as an independent contractor) or the
level of further services performed is less than 50% of the average level of bona fide services in
the 36 months immediately preceding the termination. For all purposes hereunder, the definition of
Separation from Service shall be interpreted consistent with Treasury Regulation Section
1.409A-1(h)(ii).



[Signature Page to Follow]



 


 









 







IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above
written.



	 	 	 	 	 
	 	THE ONEIDA SAVINGS BANK

 	 
	 	By:  	/s/ Rodney D. Kent
 	 
	 	 	Rodney D. Kent  	 
	 	 	Chairman of the Executive Committee 	 
	 
	 	 	 
	 	By:  	                                                  /s/ Patricia D. Caprio
 	 
	 	 	Patricia D. Caprio 	 
	 	 	Chairperson of Compensation Committee 	 
	 
	 	ONEIDA FINANCIAL CORP.

 	 
	 	By:  	/s/ Richard B. Myers
 	 
	 	 	Richard B. Myers 	 
	 	 	Chairman 	 
	 	 	 
	 	By:  	                                                  /s/ Patricia D. Caprio
 	 
	 	 	Patricia D. Caprio 	 
	 	 	Chairperson of Compensation Committee 	 
	 
	 	EXECUTIVE:

 	 
	 	/s/ Thomas H. Dixon
 	 
	 	Thomas H. Dixon 	 
	 	 	 
	 



 


 









 





Exhibit A




SUPPLEMENTAL BENEFITS




In accordance with Section 2(c) of the Employment Agreement, dated November 1, 2010 between Thomas
H. Dixon, The Oneida Savings Bank and Oneida Financial Corp. (the “Employment Agreement”), this
Exhibit contains the exclusive listing of supplemental benefits which the Executive is entitled to
in addition to the compensation and benefits expressly referenced in the Employment Agreement.
This Exhibit may be amended from time-to-time upon the mutual agreement of the Executive and the
Compensation Committee and Board of Directors of Employer.




	 	5.	 	Supplemental Life Insurance — The Company will provide the Executive with additional
term life insurance to supplement the group coverage provided to all employees of the
Company, the cost of this policy to be paid by the Company with the Executive responsible
for the personal income tax consequences of the additional benefit. The Company provides a
group plan with a maximum benefit of $250,000.00. The additional term life insurance
provided under this agreement is a supplement to the group term life insurance provided to
all employees to provide an overall benefit to the Executive equal to three and one-half
times Base Salary with a combined benefit cap of $750,000.00.

	 
	 	6.	 	Supplemental Long-Term Disability Insurance — The Company will provide the Executive
with a long-term disability policy to supplement the group coverage provided to all
employees of the Company. The group coverage provides a benefit equal to two-thirds of
Base Salary with a maximum benefit of $10,000.00 per month. The supplemental long-term
disability insurance will wrap the current group policy to provide an overall benefit to
the Executive equal to two-thirds of Base Salary without a benefit cap. The cost of this
benefit to be paid by the Company.