Exhibit 10.1





Exhibit 10.1




AGREEMENT AND GENERAL RELEASE




Cortland Bancorp and Cortland Savings and Banking Company (collectively referred to hereafter
as “Employer”), and Lawrence A. Fantauzzi (referred to hereafter as “Employee”), enter into this
Agreement and General Release (referred to hereafter as “Agreement”), as of the date of the last
signature appearing below and agree that in consideration of the mutual promises and provisions of
this Agreement:



1. Last Day of Employment. Employee has previously been employed by Employer as
President and Chief Executive Officer, as well as Vice-President of New Resources Leasing
Corporation, a subsidiary of Cortland Bancorp. Employee has tendered his resignation to Employer,
dated September 4, 2009 and effective October 2, 2009. The Board of Directors, at its meeting on
September 8, 2009, accepted Employee’s resignation. Therefore, Employee understands and
acknowledges that, pursuant to Employee’s resignation tendered to Employer on September 4, 2009,
Employee’s employment with Employer shall cease in all employment capacities including, and without
limitation as officer, director, employee and/or agent of Employer and any and all affiliates and
subsidiaries of Employer including, but not limited to New Resources Leasing Corporation, as of
October 2, 2009. Employee further understands and acknowledges that Employee’s duties and
responsibilities as President and Chief Executive Officer (“CEO”) of Employer ceased as of
September 8, 2009 and Employee hereby tenders Employee’s resignation as a director of Employer as
provided in the attached Exhibit A-1. Employee also hereby waives any and all
participatory rights of Employee in Employer’s Director Emeritus program. Specifically, while
Employee will remain an employee of Employer until October 2, 2009, Employee has been relieved of
all duties and responsibilities as President and CEO in advance of Employee’s October 2, 2009 early
retirement date.



2. Consideration. The parties desire to enter into this Agreement to provide for the
terms of the Employee’s separation, including the termination of Employee’s responsibilities. The
parties further wish to avoid litigation and controversy and fully resolve any and all past,
present and future disputes they may have relating to Employee’s employment with, or separation
from service with the Employer. In consideration for entering into this Agreement and for
complying with the promises made herein, Employer agrees:




a) to pay Employee $5,000.00 per month for twenty-four (24) months,  which shall
be subject to all lawful deductions and withholdings such as income tax, social
security tax, etc. The Employer shall pay the above monthly payment in advance on the
first day of each month, except that the first six monthly payments shall not be paid
until the later of six (6) months after the expiration of the revocation period,
described more fully in Section 3 below, or April 15, 2010 and shall be paid in one lump
sum, as required by Internal Revenue Code Section 409A. These payments will occur only
if the Revocation Period described more fully in Section “3” below passes without
revocation of this Agreement by Employee.


 


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b) To reimburse Employee for Employee’s healthcare premiums for family insurance
coverage substantially similar to the coverage maintained for the Employee and his
family before September 8, 2009, including but not limited to the cost of
family coverage under the provisions of COBRA, up to a maximum of $15,000 per year until
the earlier of Employee’s sixty-fifth (65th) birthday or the date Employee
procures other employment that offers health insurance coverage. Such provision of
healthcare coverage reimbursement is contingent upon Employee’s entry into this
Agreement. Provision of such healthcare coverage reimbursement shall not commence until
after expiration of the Revocation Period described more fully below in paragraph 3,
without revocation of this Agreement by Employee. Such reimbursement will be provided
within thirty (30) days of Employee tendering to Employer proof of Employee’s payment of
said healthcare premiums.



If a Change in Control, as defined in Exhibit D to the Agreement, occurs before the
Employee has fully received the consideration delineated in subsections 2a and 2b above, then the
Employer shall pay the remaining benefits to the Employee in a single lump sum within three (3)
days after the later of (x) the Change in Control or (y) the first day of the seventh month after
the effective date of the Employee’s resignation. The lump-sum payment due the Employee as a
result of a Change in Control shall be an amount equal to the sum of the remaining unpaid balances
corresponding to each particular benefit at the time the Change in Control occurs, including for
purposes of subsection 2a the unpaid balance of the money for the 24 months, for purposes of
subsection 2b the maximum amount of healthcare premium reimbursement amounts remaining for the
maximum years. However, Employee shall reimburse Employer for any excess payment of healthcare
premium reimbursement amounts to Employee under this Paragraph that represents reimbursement of
healthcare premiums for any period of time prior to Employee’s sixty-fifth (65th)
birthday for that period of time whereby the Employee had other employment that offers health
insurance coverage.



The Employer shall cease providing any and all other perquisites to Employee as of Employee’s
last day of employment, October 2, 2009, including, but not limited to, any leased automobile,
credit cards, etc., except as otherwise provided in this Agreement. Please see Section 10 for
further information.



3. No Consideration Absent Execution of this Agreement. Employee understands and
agrees that Employee will not and would not receive the monies and/or benefits specified in Section
“2” above, except for Employee’s execution of this Agreement and the fulfillment by Employee of the
promises of Employee contained herein.




The attached Exhibit A provides those severance benefits that you will receive
regardless of whether or not you execute this Agreement.



Revocation. Employee may revoke this Agreement for a period of seven (7) calendar days
following the day Employee executes this Agreement (“Revocation Period”). Any revocation within
this Revocation Period must be in writing, signed, and submitted to Stephen A. Telego, Sr., Senior
Vice President, Chief of Corporate Administration, Director of Human Resources and state, “I hereby
revoke my acceptance of our Agreement and General Release.” The revocation must be personally
delivered or mailed to Stephen A. Telego, Sr., Senior Vice President, Chief of Corporate
Administration, Director of Human Resources, Cortland Banks, 194 West Main Street, Cortland, Ohio
44410, postmarked within seven (7) calendar days of execution by
Employee of this Agreement. This Agreement shall not become effective or enforceable until the
Revocation Period has expired. If the last day of the Revocation Period is a Saturday, Sunday, or
legal holiday in Ohio, then the Revocation Period shall not expire until the next following day
which is not a Saturday, Sunday, or legal holiday.


 


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4. General Release of Claim. PLEASE READ CAREFULLY. THIS SECTION OF THE AGREEMENT
INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. In consideration of the premises contained in
this Agreement and Employer’s promises and covenants set forth in this Agreement, the sufficiency
of which is hereby acknowledged, Employee for himself, his heirs, executors, administrators,
fiduciaries, successors, and/or assigns, hereby irrevocably and unconditionally releases, waives
and extinguishes, and covenants not to sue or initiate any legal or other proceedings with respect
to any and all rights, liabilities, claims or actions relating in any manner to his employment or
separation from employment by Employer (but, despite the generality of the language anywhere in
this section, this release does not include any rights, liabilities, claims or actions arising
under and regarding the enforcement of terms of this Agreement or with respect to any benefits to
which Employee is entitled without regard to this Agreement as described in Exhibit A to
this Agreement) which he has or may have from the beginning of time to the date of this Agreement
against the Employer, any employee benefit plans maintained by the Employer, Employer’s successors
and assigns, and any of the directors, officers, employees, attorneys, agents, successors, assigns,
or shareholders, parent, affiliates or subsidiaries of the Employer (collectively the “Released
Party ” or “Released Parties”) and the Employee hereby forever releases and discharges all such
Released Parties from any and all actions, causes of action, suits, debts, charges, complaints,
claims, liabilities, obligations, promises, agreements, controversies, damages and expenses
(including attorneys’ fees and other costs actually incurred) of any nature whatsoever, in law or
in equity, which he ever had, now has, or his heirs, executors and administrators may have,
particularly against each or any of the Released Parties arising from the beginning of time to the
end of Employee’s employment with Employer, but without limitation of the above general terms, by
reason of any claims against Employer and the other Released Parties, arising from, or related to,
his employment, including any claims in tort or in contract, or arising from any alleged violation
by Employer of any Federal, State or Local Statutes, Rules, Regulations, Ordinances, or Common Laws
including, but not limited to, the laws contained in Exhibit B to this Agreement and any
alleged violation of:




	 	•	 	The National Labor Relations Act;







	 	•	 	Title VII of the Civil Rights Act;







	 	•	 	Civil Rights Act of 1991;







	 	•	 	Sections 1981 through 1988 of Title 42 of the United States Code;







	 	•	 	The Employee Retirement Income Security Act;







	 	•	 	The Fair Credit Reporting Act;







	 	•	 	The Fair Labor Standards Act;







	 	•	 	The Older Worker’s Benefit Protection Act;







	 	•	 	The Immigration Reform Control Act;







	 	•	 	The Americans with Disabilities Act;







	 	•	 	The Rehabilitation Act;







	 	•	 	The Age Discrimination in Employment Act;





 


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	 	•	 	The Occupational Safety and Health Act;







	 	•	 	The Equal Pay Act;







	 	•	 	The Uniformed Services Employment and Reemployment Rights Act;







	 	•	 	Worker Adjustment and Retraining Notification Act;







	 	•	 	Employee Polygraph Protection Act;







	 	•	 	The Sarbanes-Oxley Act of 2002;







	 	•	 	The Federal False Claims Act;







	 	•	 	any other federal, state or local civil rights law, whistle blower or any
other local, state or federal law, regulation or ordinance including, without
limitation, those laws contained in Exhibit B to the Agreement;







	 	•	 	any public policy, contract (oral, written or implied), tort, constitution
or common law;







	 	•	 	any claims for back pay, front pay, wages, defamation, reinstatement,
wrongful; discharge, breach of the covenant of good faith and fair dealing,
public policy violations, compensatory damages, punitive damages, service
letter benefits, seniority, vacation, sick or personal leave pay, short term or
long term disability benefits, or payment pursuant to any practice, policy,
handbook or manual; or







	 	•	 	any basis for costs, fees, or other expenses including attorneys’ fees.






Employee understands this Release includes all claims related in any manner to Employee’s
employment or the cessation of that employment, except for any claims arising under and regarding
the enforcement of this Agreement or with respect to any benefits to which Employee is entitled
without regard to this Agreement as described in Exhibit A to this Agreement. Employee
further understands that Employee is hereby releasing any known or unknown claim for or alleged
right to discovery of information or documents of Released Parties in regard to and to the extent
of only the released claims, but is not releasing any claim or right to discovery if the
information or documents are relevant to or may lead to the discovery of evidence relevant to a
claim, liability, action, or right that is related to the enforcement of rights arising under this
Agreement. Despite anything in this Agreement to the contrary, this Release by Employee is
expressly conditional on Employee’s actually receiving on time and in full the consideration stated
in Section 2 of this Agreement.



5. Affirmations. Employee affirms that Employee is not a party to, and that
Employee has not filed or caused to be filed, any claim, complaint, charge or action against
Released Parties in any forum or form. Employee further affirms that Employee has been paid and/or
has received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits
to which Employee may be entitled and that no other leave (paid or unpaid), compensation, wages,
bonuses, commissions and/or benefits are due to Employee except as provided in this Agreement and
except Employee’s final pay through October 2, 2009 and unused and accrued vacation and personal
time that have not yet been received and are due on or before October 31, 2009, and other benefits
to which Employee is entitled without regard to this Agreement as described in Exhibit A to
this Agreement.


 


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Employee furthermore affirms that Employee has no known workplace injuries or occupational
diseases and has been provided and/or has not been denied any leave requested
under the Family and Medical Leave Act and/or any other federal, state or local leave law.
Employee further affirms Employee has not complained of and is not aware of any fraudulent activity
or any act(s) which would form the basis of a claim of fraudulent or illegal activity of Employer.




6. Confidentiality and Compliance.



Employee agrees that during the course of his employment, Employee was allowed access to
Confidential Information. Confidential Information means all data and information relating to the
business and management of Employer, including proprietary and trade secret technology and
accounting records to which access was obtained by Employee, including work product, production
processes, other proprietary data, business operation, marketing and development operations, and
customer information or lists. Confidential Information would also include any information which
has been disclosed by any third party to Employee and governed by a non-disclosure agreement
entered into between the third party and Employer. Work Product means work product resulting from
or related to work or projects performed or to be performed for Employer or for customers of
Employer, of any type or form in any stage of actual or anticipated research and development.
Production Processes means processes used in the creation, production and manufacturing of the Work
Product, including but not limited to, methods, techniques, specifications, processes, procedures,
programs and designs. Other Proprietary Data means information relating to Employer’s proprietary
rights, including but not limited to, the nature of the proprietary rights, production data,
technical data, technical concepts, test data and test results, simulation results, the status and
details of research and development of products and services, and information regarding acquiring,
protecting, enforcing and licensing proprietary rights (including patents, copy rights and trade
secrets). Business Operations means all internal personnel and financial information, vendor
names, and other vendor information (including vendor characteristics, services and agreements),
purchasing and internal cost information, sales data, employee information, internal services and
operational manuals, and the manner and methods of conducting employer’s business. Marketing and
Development Operations means marketing and development plans, price and costs data, price and fee
amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of
obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential
strategies of employer which had been discussed. Customers means contracts with customers and
their contents, data provided by customers and the type, quantity and specifications of products
and services purchased, leased, licensed or received by customers of Employer. Subject to
Employee’s rights under Section 9 below, Employee acknowledges Employee’s singular responsibility
to maintain the confidential nature of the Confidential Information regarding such matters and
agrees not to divulge to any party or use for Employee’s personal benefit (except to the extent
required by law or permitted by this Agreement), any non-public information gained during and in
the course of Employee’s employment with Employer.



Employee affirms that Employee is not aware of any undisclosed or unresolved corporate
compliance issues arising under any federal, state or local law or regulation. Employee also
affirms that Employee has not and will not alter, destroy, remove, or inappropriately limit access
by the Employer to any of the Employer’s records, documents or electronically stored data.
Employer agrees to cooperate with Employee’s requests and Employee hereby releases
Employer to provide information to prospective Employers regarding Employee’s years of
employment, a reasonable description of Employee’s work responsibilities and experience.


 


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7. Non-Disparagement. Employee agrees not to engage in any activities or statements
that may tend to defame, disparage or demean Employer, Employer’s affiliates, directors, officers,
agents, employees or representatives in any manner whatsoever, or seek or cause others to engage in
such activities or statements.



8. Cooperation. Subject to Employee’s other personal and professional obligations and
on reasonable notice and at reasonable times, Employee will cooperate with Employer and its counsel
in connection with any investigation, administrative or regulatory proceeding or litigation
relating to any matter in which Employee was involved or of which Employee has knowledge as a
result of Employee’s employment with Employer and/or any Released Party or Released Parties. For a
period of two (2) years after the effective date of Employee’s resignation, Employee also agrees
that if requested, Employee will from time to time consult by telephone or through correspondence
with the staff of Employer with respect to projects on which Employee worked, including any
projects to which Employee was assigned that are incomplete. The Employer shall pay any of
Employee’s out-of-pocket expenses incurred in responding to the Employer’s specific requests.



9. Non-Solicitation. Employee acknowledges that, pursuant to Section 6 above,
Employee has had access to the Employer’s confidential and trade secret information. In
consideration of the foregoing, Employee hereby covenants and agrees that Employee shall not:




	 	(i)	 	Whether for Employee’s own account or for the account
of any other person or entity, at any time for a period of two (2) years
after the effective date of Employee’s resignation, solicit the banking
business of any present customer of the Employer with whom Employee had
contact while employed at the Employer. It is understood and agreed that
“present customer” is defined to mean any person or entity with whom the
Employer had “an ongoing business relationship” at the time of termination
of Employee’s employment with the Employer. And “ongoing business
relationship” is generally understood and agreed to mean: (a) services or
goods were provided by the Employer to the entity or person during the
employment of Employee by the Employer; (b) services or goods had been
contracted for or ordered by the entity or person during the employment of
Employee by the Employer; or (c) negotiations were in progress between the
entity or person and the Employer for the provision of goods or services by
the Employer to the entity or person at the time of the termination of
employment of Employee; and





 


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	 	(ii)	 	Whether for Employee’s own account or for the account
of any other person or entity at any time for a period of two (2) years
after the effective date of Employee’s resignation, solicit, employ or
otherwise engage as an employee, agent, independent contractor or
otherwise, any person or entity who is or was an employee, agent, or independent
contractor of the Employer during Employee’s employment, or in any
manner induce or attempt to induce any employee, agent, or independent
contractor of the Employer to terminate his, her, or its employment,
relationship or contract with the Employer.






It is understood by and between the parties hereto that the foregoing covenants by Employee
set forth in this Section 9 are essential elements of this Agreement and that, but for the
agreement of Employee to comply with such covenants, the Employer would not have entered into this
Agreement. The Employer and Employee have independently consulted their respective counsel and
have been advised in all respects concerning the reasonableness and propriety of such covenants,
with specific regard to the nature of the businesses conducted by the Employer.



10. Return of Property. Employee understands and acknowledges that all property
belonging to Employer, including, but not limited to, that described on Exhibit C attached
hereto, is to be returned immediately by Employee. If Employee executes this Agreement, such
return shall occur no later than seven (7) calendar days from the date of this Agreement. With the
return of Bank’s materials, Employee shall submit a letter to Stephen A. Telego, Sr., affirming, to
the best of Employee’s knowledge, that Employee has returned all property and copies and has not
intentionally retained any property belonging to Employer.



11. Governing Law and Interpretation. This Agreement shall be governed and conformed
in accordance with the laws of the State of Ohio without regard to its conflict of laws provision.
In the event Employee or Employer breaches any provision of this Agreement, Employee and Employer
affirm that either may institute an action against the other to specifically enforce any term or
terms of this Agreement, in addition to any other legal or equitable relief permitted by law. In
the event that any provision of this Agreement is declared illegal or unenforceable by a court of
competent jurisdiction and cannot be modified to be enforceable, excluding the general release
language and any confidentiality, non-disclosure, non-solicitation, invention, or assignment of
proprietary rights agreement(s) signed by Employee, such provision shall immediately become null
and void, leaving the remainder of this Agreement in full force and effect. Moreover, if any such
provision is determined to be invalid, illegal or unenforceable and can be made valid, legal or
enforceable by modification thereof, then the party for whose benefit the provision exists may make
such modification as necessary to make the provision valid, legal and enforceable.



12. Nonadmission of Wrongdoing. Employee agrees that neither this Agreement nor the
furnishing of the consideration for this Agreement shall be deemed or construed at anytime for any
purpose as an admission by Employer, Employer’s agents, employees, directors, officers or attorneys
of any liability or unlawful conduct of any kind. Furthermore, this Agreement does not constitute
an acknowledgement of the validity of any claim, charge or complaint which, but for this Agreement,
the Employee may attempt to assert. It is expressly understood that all such claims are in all
respects denied by the Employer and waived and released by the Employee. Employer agrees that
neither this Agreement nor the accepting of the consideration for this Agreement shall be deemed or
construed at anytime for any purpose as an admission by Employee of any liability or unlawful
conduct of any kind.


 


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13. Amendment. This Agreement may not be modified, altered or changed except upon
express written consent of both parties wherein specific reference is made to this Agreement.



14. Entire Agreement. This Agreement sets forth the entire agreement between the
Employee and Released Parties hereto, and fully supersedes any prior or contemporaneous agreements
or understandings between Employee and Released Parties; provided, however, that this Agreement
does not supersede or affect any confidentiality, non-disclosure, non-compete, invention,
assignment of proprietary rights, or non-solicitation agreement(s) signed by Employee and further
provided, however, that this Agreement does not supersede or affect any benefits or benefit plans
or agreements to which Employee is entitled without regard to this Agreement as described in
Exhibit A, including but not limited to the Employee’s retirement benefit and post
retirement, split dollar life insurance. The obligations of such agreements remain in full force
and effect and Employee and Released Parties expressly acknowledge their respective intent to
adhere to the promises contained in those agreements. Employee and the Released Parties each also
acknowledges that the other has not relied on any representation, promises, or agreements of any
kind made in connection with the decision to sign this Agreement, except for those set forth in
this Agreement. At any time after the execution of this Agreement, and for no additional
consideration or payment, Employee and Employer each agrees to execute any and all documents and
other instruments that may be necessary to affect the terms and conditions of this Agreement. This
Agreement shall be binding upon the heirs, executors, administrators, succesors or assigns of the
Employee and upon the parent, affiliates, subsidiaries, successors and assigns of the Employer.
The Employer and the Employee acknowledge that they have each read the foregoing in its entirety,
fully understand the same, and are in full accord with the terms of this Agreement.



15. Voluntary Entry: Employee represents and certifies that he has carefully read and
fully understands all of the provisions and affects of this Agreement, and has been advised by
Employer to thoroughly discuss all aspects of this Agreement with Employee’s private attorney, that
Employee is voluntarily entering into this Agreement and that neither Employer nor its employees,
officers, agents, representatives or attorneys have made any promises, representations or
statements concerning the terms or affects of this Agreement other than those contained herein.
Employee further represents and certifies that Employee bears sole responsibility for compliance
with Internal Revenue Code Section 409A, including the required six (6) month delay for separation
from service benefits payable to “so called specified employees”. It is the Employee’s obligation
to make sure that separation pay complies with IRC Section 409A.



Employee agrees and acknowledges that Employee has had an opportunity to be represented by
counsel of Employee’s choice and counsel has had an opportunity to review this Agreement, if
counsel has been chosen, and that Employee is executing this Agreement of Employee’s own free will
without any promises or representations other than those contained herein. Employee acknowledges
and understands that this Agreement shall not become effective and binding until after the
execution of this Agreement within the Review Period, as provided more fully below, and the
expiration of the Revocation Period without revocation of this
Agreement by Employee, and the delivery to the Employer of the executed Agreement. Employee
specifically acknowledges that Employee has not relied upon the Employer’s legal counsel to
evaluate this Agreement and acknowledges that neither the Employer’s legal counsel nor any of the
Employer’s representatives made any representations as to the terms of this Agreement.


 


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EMPLOYEE IS ADVISED THAT EMPLOYEE HAS NO LESS THAN TWENTY ONE (21) CALENDAR DAYS TO CONSIDER
THIS AGREEMENT AND GENERAL RELEASE (“REVIEW PERIOD”) AND IS HEREBY ADVISED TO CONSULT WITH AN
ATTORNEY PRIOR TO EXECUTION OF THIS AGREEMENT AND GENERAL RELEASE.



EMPLOYEE IS ADVISED THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT AND
GENERAL RELEASE DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY ONE (21) CALENDAR DAY
REVIEW PERIOD.



HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES SET
FORTH HEREIN, AND TO RECEIVE THEREBY THE SUMS AND BENEFITS SET FORTH IN SECTION “2” ABOVE, EMPLOYEE
FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE
INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS EMPLOYEE HAS OR MIGHT HAVE AGAINST RELEASED
PARTIES AS OF THE DATE OF THE EXECUTION OF THIS AGREEMENT.



[The remainder of this page is intentionally left blank]



 


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The parties hereto knowingly and voluntarily executed this Agreement and General Release as of
the date set forth below:



	 	 	 	 	 
	WITNESSES:
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 	 	Lawrence A. Fantauzzi (Employee)
	 
	 	 	 	 
	 	 	 
	 	 	Date
	 
	 	 	 	 
	 	 	ON BEHALF OF EMPLOYER

(AS DEFINED HEREIN)
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 	 	Stephen A. Telego, Sr.
	 	 	Senior Vice President
	 	 	Chief of Corporate Administration
	 
	 	 	 	 
	 	 	Director of Human Resources
	 
	 	 	 	 
	 

	 	Date:	 	 
	 

	 	 	 	 





 


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EXHIBIT A




Termination Benefits to Which the Employee is Entitled, Whether or Not the

Employee Executes the Agreement and General Release





	 	1.	 	Pay through October 2, 2009 will be paid to the Employee pursuant to Employer’s
regular payroll schedule.







	 	2.	 	Any unused and accrued vacation and personal time, to be paid in a lump sum
payment, along with the Employee’s final paycheck through October 2, 2009, in the
approximate amount of $5,250, less all-applicable withholdings.







	 	3.	 	The employer provided group term life and accidental death and dismemberment
insurance coverage and short-term disability coverage, if any, will cease October 31,
2009, except for the insurance described in item 9 below in this Exhibit A







	 	4.	 	Any applicable distribution from your 401K account.







	 	5.	 	All applicable payroll deductions will apply.







	 	6.	 	COBRA coverage if eligible.







	 	7.	 	Employee may keep Employee’s free employee checking account open until December
31, 2009.







	 	8.	 	Participation in Employer’s early retirement program pursuant to “The Cortland
Savings & Banking Company Third Amended Salary Continuation Agreement” by and between
Employee and the Bank.







	 	9.	 	Post-retirement, split dollar life insurance benefit payable to Employee’s
beneficiaries under the Employer’s Group Term Carve Out Plan, in the amount equal to
Employee’s most recent salary at the time of retirement, which is $195,000.00.




 


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EXHIBIT B




OHIO




The following statutes, rules and guidelines are incorporated into and made part of the
General Release of Claims provision, Section 4 of the Agreement and General Release to which this
listing is attached as Exhibit B:




	 	•	 	Ohio Fair Employment Practice Law;







	 	•	 	Ohio Whistleblower Protection Law;







	 	•	 	Ohio Statutory Provisions Regarding Retaliation/Discrimination for Filing Worker’s
Compensation Claim;







	 	•	 	Ohio Equal Pay Law;







	 	•	 	Ohio State Wage Payment and Work Hour Laws;







	 	•	 	The Ohio Commission Policy Statement on AIDS;







	 	•	 	The Ohio Occupational Safety and Health Laws;







	 	•	 	The Ohio Military Re-Employment Rights and Reinstatement Laws;







	 	•	 	The Ohio statutes regarding Job Reference Immunity; Access to Medical Records;
Pre-Employment Inquiries; Political Activities of Employees; Voting Leave; Arrest Records;
Volunteer Firefighter/EMA Leave; Jury Service; Witness Service; Employee Attendance at
Legal Proceedings; Drug/Alcohol Testing of CMV Drivers; Driving Records; Criminal
Background Checks; and, Retaliation for Refusal of Life Insurance.




 


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EXHIBIT A-1




RESIGNATION




In consideration for the benefits received by him under the Agreement to which this Exhibit A-1 is
attached, the undersigned, effective as of September 8, 2009, hereby resigns all positions he may
hold as an officer or director with Cortland Savings & Banking Company, Cortland Bancorp and any
and all subsidiaries and affiliates thereof. The undersigned understands, however, that the
undersigned otherwise remained an Employee of Cortland Savings and Banking Company and Cortland
Bancorp until his early retirement date of October 2, 2009.



	 	 	 
	 

	 	 
	 

	 	Lawrence A. Fantauzzi





 


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EXHIBIT C





	 	1.	 	Return of keys to and the leased 2008 Cadillac Escalade (Onyx in color) provided to
Employee, along with any and all related manuals and accessories







	 	2.	 	The Sunoco gas credit card

3. The ELAN Visa credit card







	 	4.	 	The Employer shall transfer Employee’s current membership in the Trumbull Country Club
to an individual of Employer’s choosing, effective November 1, 2009.







	 	5.	 	Keys and key cards to any and all Bank facilities







	 	6.	 	The Cellular telephone provided to Employee







	 	7.	 	Any and all Employer documents regarding Employer’s business, as well as any written
files, electronic files, records, materials, supplies, customer lists, customer information
or confidential documents in Employee’s possession




 


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EXHIBIT D





“Change in Control” means a change in control as defined in Internal Revenue Code section 409A and rules, regulations, and guidance of general application thereunder issued by the
Department of the Treasury, including:



(a) Change in Ownership: a change in ownership of Cortland Bancorp occurs on the date any one
person or group accumulates ownership of Cortland Bancorp stock constituting more then 50% of the
total fair market value or total voting power of Cortland Bancorp’s stock, or



(b) Change in ownership of a substantial portion of assets: a change in ownership of a
substantial portion of Cortland Bancorp’s assets occurs if in a 12 month period any one person or
more than one person acting as a group acquires from Cortland Bancorp assets having a total gross
fair market value equal to or exceeding 40% of the total gross fair market value of all of Cortland
Bancorp’s assets immediately before the acquisition or acquisitions. For the purpose, gross fair
market value means the value of Cortland Bancorp’s assets, or the value of the assets being
disposed of, determined without regard to any liabilities associated with the assets.




 


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