Unassociated Document


    EMPLOYMENT
      AGREEMENT 

     

    EMPLOYMENT
      AGREEMENT (this "Agreement") dated as of January 1, 2007, by and between,
      Greater Buffalo Savings Bank, a New York chartered savings bank having its
      principal place of business at 2421 Main Street, Buffalo, New York 14214
      ("GBSB"), and Lawrence Schiavi, an individual residing at 9199 Beech Meadow
      Court, Clarence Center, NY 14032 (the "Executive"). GBSB and the Executive
      are
      collectively the Parties and individually a Party.

     

    WITNESSETH:

     

    WHEREAS,
      Executive currently serves as Executive Vice President - Mortgage Banking
      Division of GBSB;

     

    WHEREAS,
      GBSB (the "Employer") desire to continue to employ the Executive, and the
      Executive desires to continue to be employed by the Employer, all in accordance
      with the terms and subject to the conditions set forth herein; and 

     

    WHEREAS,
      the Parties are entering into this Agreement to set forth and confirm their
      respective rights and obligations with respect to the Executive's employment
      by
      the Employer.

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants herein
      contained, the Parties hereto, intending to be legally bound hereby, mutually
      agree as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.  Employment
      and Term.
      

     

    (a)  Effective
      as of [January 1, 2007] (the "Effective Date"), GBSB shall continue to employ
      the Executive, and the Executive shall continue to be employed by GBSB, as
      the
      Executive Vice President Mortgage Banking Division of GBSB (with such position
      being referred to herein as the "Position"), in accordance with the terms and
      subject to the conditions set forth herein for a term (the "Term") that shall
      commence on the Effective Date and, subject to the provisions of this Section
      1,
      shall continue for a period of three years. 

     

    (b)  Unless
      written notice in accordance with Section 1(c) or 1(d), as the case may be,
      terminating the Executive's employment under this Agreement is given by (i)
      the
      Employer or (ii) the Executive, the Employer shall have the option to renew
      this
      Agreement for additional one year terms (“Renewal Term”) on an annual basis
      thereafter by providing the Executive with one hundred eighty (180) days written
      notice of the intent to renew. Unless otherwise provided in this Agreement
      or as
      agreed by the Employer and the Executive, all of the terms and conditions of
      this Agreement shall continue in full force and effect throughout the Term
      and
      any Renewal Term. In the event Employer does not exercise its right to a Renewal
      Term, the Executive shall use his best efforts during the remaining period
      of
      the Term to effectuate the orderly transition of his duties in whatever manner
      the Employer directs.

     

    (c)  Notwithstanding
      Section 1(b), the Employer, by action of its Board of Directors (the "Board")
      or
      its President and effective as of the date specified in a written notice to
      the
      Executive in accordance with the terms of this Agreement, shall have the right
      to terminate the Executive's employment under this Agreement at any time during
      the Term or any Renewal Term (i) for Cause (as hereafter defined), (ii) other
      than for Cause, or (iii) on account of the Executive's death or Permanent
      Disability (as defined in this Agreement). 

     

    
      
        
        

      

      
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    (d)  Notwithstanding
      Section 1(b), the Executive, effective as of the date specified in a written
      notice provided no less than 30 days in advance, shall have the right to
      terminate his employment under this Agreement at any time during the Term (i)
      for Good Reason (ii) without Good Reason or (iii) in the event a Change in
      Control occurs. 

     

    (e)  As
      used
      in this Agreement,

     

    (i)  "Cause"
      shall mean (A) the Executive's willful and continued failure substantially
      to
      perform his duties with the Employer as set forth in this Agreement, or the
      commission by the Executive of any act constituting a violation under any
      federal, state or local law or regulation applicable to the activities of GBSB,
      in each case, after notice thereof from the Employer to the Executive and a
      reasonable opportunity for the Executive to cease such failure, breach or
      violation in all material respects, (B) an act of dishonesty, fraud or material
      misrepresentation, breach of fiduciary duty, or other acts that cause material
      damage to the property or business of GBSB by the Executive, (C) the Executive's
      repeated absences from work such that he is unable to perform his duties under
      this Agreement other than for physical or mental impairment or illness, (D)
      the
      Executive's conviction of, or plea of nolo contendere to, any crime referenced
      in Section 19 of the Federal Deposit Insurance Act, (E) the Executive's
      conviction of, or plea of nolo contendere to, any felony or any other crime
      that, in the reasonable judgment of the Board, adversely affects GBSB's
      reputation or the Executive's ability to carry out his obligations under this
      Agreement, (F) the Executive's non-compliance with the provisions of Section
      2(b) of this Agreement after notice thereof from the Employer to the Executive
      and a reasonable opportunity for the Executive to cure such non-compliance
      or
      (G) the Executive’s failure to achieve or attain the goals and objectives as
      established from time to time by the Board or the President and agreed to by
      the
      Executive. 

     

    
      
        
        

      

      
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    (ii)  "Permanent
      Disability" shall mean: a physical or mental disability such that the Executive
      is, with or without reasonable accommodation, substantially unable to perform
      the duties of his Position and the nonperformance of such duties has continued
      for a period of six months extending beyond the Executive’s total sick leave
      entitlement, provided, however, that in order to terminate the Executive's
      employment under this Agreement on account of Permanent Disability, the Employer
      must provide the Executive with written notice, not less than 60 days prior
      to
      the date of termination specified in such notice, of the Board's good faith
      determination, based on a medical opinion of a physician selected by the
      Employer and reasonably acceptable to the Executive, to terminate the
      Executive's employment under this Agreement for reason of Permanent Disability.
      Until the specified effective date of termination by reason of Permanent
      Disability, the Executive shall continue to receive compensation at the rates
      set forth in Section 3. No termination of the Executive's employment under
      this
      Agreement because of Permanent Disability shall impair any rights of the
      Executive under any disability insurance policy maintained by the Employer.
      

     

    (iii)  "Good
      Reason" shall mean: (A) the Executive's Position or the scope of the Executive's
      authority, duties or responsibilities as described in this Agreement are
      materially diminished without the Executive's written consent, excluding for
      this purpose any action not taken by the Employer in bad faith and that is
      remedied by the Employer promptly following written notice thereof from the
      Executive to the Employer; (B) a material breach by the Employer of its
      obligations to the Executive under this Agreement, which breach is not cured
      in
      all material respects to the reasonable satisfaction of the Executive within
      30
      days (except in the case of a payment default for which the cure period shall
      be
      10 days), in each case following written notice thereof from the Executive
      to
      the Employer, (C) any termination of the Executive's employment under this
      Agreement without Cause or (D) failure of the Employer to renew the Term of
      this
      Agreement under Section 1(b); and 

     

    
      
        
        

      

      
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    (iv)  "Change
      of Control" shall mean: (A) the acquisition of shares of Great Lakes Bancorp,
      Inc. (“GLB”) by any "Person" or "Group" (as such terms are used in Rule 13d-3
      under the Securities Exchange Act of 1934 as now or hereafter amended) in a
      transaction or series of transactions that result in such person or group
      directly or indirectly first owning beneficially more than 50% of GLB's Common
      Stock after the date of this Agreement, or (B) the consummation of a merger
      or
      other business combination after which the holders of voting capital stock
      of
      GLB immediately prior to the transaction do not collectively own 50% or more
      of
      the voting capital stock (immediately following the transaction) of the entity
      surviving such merger or other business combination, or (C) a sale of all or
      substantially all of the assets or earning power of GLB, taken as a whole (with
      the stock or other ownership interests of GLB in any of its Affiliates
      constituting assets of GLB for this purpose) to a Person that is not an
      Affiliate of GLB, or (D) as the result of or in connection with any cash tender
      offer or exchange offer, merger or other business combination, sale of assets
      or
      contested election of directors or any combination of the foregoing transactions
      (a "Transaction"), the persons who constituted a majority of the members of
      the
      Board of Directors of GLB on the Effective Date and persons whose election
      as
      members of the Board of Directors of GLB was approved by such members then
      still
      in office or whose election was previously so approved after the Effective
      Date,
      but before the event that constitutes a Transaction, no longer constitute such
      a
      majority of the members of the Board of Directors of GLB then in office. A
      Transaction constituting a Change of Control shall be deemed to have occurred
      only upon the closing of the Transaction. 

     

    
      
        
        

      

      
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    (v)  An
      “Affiliate” of, or a Person “Affiliated” with, a specified Person, shall mean: a
      Person that directly, or indirectly through one or more intermediaries, controls
      or is controlled by, or is under common control with, the Person
      specified.

     

    


    2.  Duties
      of the Executive.

     

    (a)  Subject
      to the ultimate control and discretion of the Board of the Employer, the
      Executive shall serve in the Position and perform all duties and services
      commensurate with the Position. Throughout the Term, the Executive shall perform
      all duties reasonably assigned or delegated to him under the by-laws of the
      Employer or from time to time by the Board consistent with the Position. Except
      for travel normally incidental and reasonably necessary to the business of
      the
      Employer and the duties of the Executive under this Agreement, the duties of
      the
      Executive shall be performed from an office location not greater than 20 miles
      from the Greater Buffalo, New York area. 

     

    (b)  The
      Executive shall devote substantially all of the Executive's business time and
      attention to the performance of the Executive's duties under this Agreement
      and,
      during the term of his employment under this Agreement, the Executive shall
      not
      engage in any other business enterprise that requires any significant amount
      of
      the Executive's personal time or attention, unless granted by the prior
      permission of the Board. The foregoing provision shall not prevent the
      Executive's purchase, ownership or sale of any interest in, or the Executive's
      engaging, but not to exceed an average of five hours per week, in any business
      that does not compete with the business of the Employer or the Executive's
      involvement in charitable or community activities, provided, that the time
      and
      attention that the Executive devotes to such business and charitable or
      community activities does not interfere with the performance of his duties
      under
      this Agreement and that the greatest portion of the time devoted by the
      Executive to charitable or community activities are devoted to charitable or
      community activities within the Employer's market area and further provided
      that
      such conduct complies in all respects with applicable policies of the Employer.
      

     

    
      
        
        

      

      
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    (c)  The
      Executive shall be entitled to four weeks of vacation leave during each calendar
      year with full compensation, and to be taken at such time or times, as the
      Executive and the Employer shall mutually determine. Earned but unused vacation
      shall accrue in accordance with the Employer’s vacation policy as in effect from
      time to time. 

     

    3.  Compensation.
      For all
      services to be rendered by the Executive under this Agreement: 

     

    (a)  The
      Employer shall pay the Executive a base salary (the "Base Salary") at an annual
      rate of $200,000, plus such other compensation as may, from time to time, be
      determined by the Employer in its sole discretion. At the end of each fiscal
      year of the Employer, the Employer shall review the amount of the Executive's
      Base Salary, and shall adjust such Base Salary for the following year to such
      amount as the Board may determine in their discretion. Such Base Salary and
      other compensation shall be payable in accordance with the Employer’s normal
      payroll practices as in effect from time to time. 

     

    
      
        
        

      

      
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    (b)  The
      Executive will be entitled to participate in, subject to eligibility
      requirements, the Employer’s health and medical benefit plans, any pension,
      profit sharing and retirement plans, and any insurance policies or programs
      from
      time to time generally offered to all or substantially all executive employees
      who are employed by the Employer. These plans, policies and programs are subject
      to change at the sole discretion of the Employer. 

     

    (c)  The
      Executive will be entitled to any other fringe benefit from time to time
      generally offered to all or substantially all senior executive employees who
      are
      employed by the Employer.

     

    (d)  The
      Employer will deduct or withhold from all salary and bonus payments, and from
      all other payments made to the Executive pursuant to this Agreement, all amounts
      that may be required to be deducted or withheld under any applicable Social
      Security contribution, income tax withholding or other similar law now in effect
      or that may become effective during the term of this Agreement.

     

    (e)  Annual
      Bonus.
      Effective with Fiscal Year January 1, 2007, the Employer shall pay the Executive
      an Annual Bonus (the “Annual Bonus”) equal to five percent (5%) of the Pre-tax
      Profits of GBSB’s Mortgage Banking Division (as defined in this Agreement). As
      used in this Agreement, “Pre-tax Profits” shall mean: the before tax profit of
      GBSB’s Mortgage Banking Division, calculated in accordance with the methodology
      and guidelines set out in Attachment A of the Agreement, as determined by GBSB’s
      regularly engaged certified public accountants. The Executive shall be entitled
      to his Annual Bonus as he earns it throughout any year, whether or not he
      remains in the employ of GBSB. An Annual Bonus paid to Executive in a year
      in
      which the Executive leaves the employ of Employer shall be paid out at year-end
      on a prorata basis based on year-end results.

     

    
      
        
        

      

      
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    (f)  Stock
      Option Awards.
      GLB
      shall grant the Executive Fifteen Thousand (15,000) incentive stock options
      pursuant to the terms and conditions of GLB’s stock option plan. The option will
      become vested and exercisable with respect to 3,000 shares on the first
      anniversary of the date of grant, and on each anniversary of the date of grant
      thereafter, the option will become vested and exercisable with respect to an
      additional 3,000 shares. Notwithstanding the foregoing, accelerated vesting
      shall take place in the event of a Change in Control as defined in this
      Agreement or if the Employer terminates the Executive's employment under this
      Agreement for any reason other than for Cause. Further, upon the death of the
      Executive, any options that would vest within the following 12 months will
      become vested and exercisable. The Executive will be annually considered for
      grants of incentive stock options or other awards under equity compensation
      plans maintained by GLB. For purposes of this Section 3(f), the Employer’s
      failure to renew this Agreement will allow the Executive to terminate his
      employment at any time and such termination will be deemed to be a termination
      of employment by the Employer without Cause.

     

    4.  Expenses.
      The
      Employer shall promptly reimburse the Executive for (a) all reasonable expenses
      paid or incurred by the Executive in connection with the performance of the
      Executive's duties and responsibilities under this Agreement, upon presentation
      of expense vouchers or other appropriate documentation therefor and (b) all
      reasonable professional expenses, such as licenses and dues and professional
      educational expenses paid or incurred by the Executive during the Term.


     

    
      
        
        

      

      
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    5.  Termination.

     

    (a)  Termination
      By Employer without Cause or Termination by Executive with Good
      Reason.
      If (A)
      the Employer terminates the Executive's employment under this Agreement for
      any
      reason other than for (i) Cause, (ii) death or (iii) Permanent Disability,
      or
      (B) the Executive terminates his employment hereunder for Good Reason, the
      Employer, provided the Executive concurrently signs and delivers a general
      release and waiver in a form acceptable to the Employer, shall pay to the
      Executive, or his estate, promptly after the event giving rise to such payment
      occurs an amount equal to the sum of (1) the Executive's Base Salary (as defined
      in this Agreement) accrued but unpaid through the date the termination of the
      Executive's employment under this Agreement is effective, (2) the Annual Bonus
      required to be paid to the Executive pursuant to Section 3(e), prorated for
      the
      period of employment, and (3) payment of Base Salary for nine (9) months or
      the
      remainder of the Term or Renewal Term, whichever is longer. Additionally, the
      options granted pursuant to Section 3(f) shall become fully vested and
      exercisable and the Executive will have a period of two years from the date
      of
      termination (but not later than the date the options would otherwise expire
      had
      the Executive continued to be employed) in which to exercise the
      options.

     

    (b)  Termination
      By Employer with Cause or Termination by Executive without Good
      Reason.
      If (A)
      the Employer terminates the Executive's employment hereunder for Cause, or
      (B)
      the Executive terminates his employment hereunder for any reason other than
      Good
      Reason, the sole obligation of the Employer shall be to pay to the Executive,
      or
      his estate, an amount equal to the Executive's Base Salary accrued but unpaid
      through the date the termination of the Executive's employment under this
      Agreement is effective. 

     

    
      
        
        

      

      
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    (c)  Termination
      By Reason of Death or Permanent Disability.
      If the
      Executive’s employment is terminated for reason of (i) death or (ii) Permanent
      Disability, the Employer, shall pay to the Executive, or his estate, promptly
      after the event giving rise to such payment occurs an amount equal to the sum
      of
      (1) the Executive's Base Salary (as defined in this Agreement) accrued but
      unpaid through the date the termination of the Executive's employment under
      this
      Agreement is effective, (2) the Annual Bonus required to be paid to the
      Executive pursuant to Section 3(e), prorated for the period of employment,
      and
      (3) continued payment of Base Salary for a period of nine (9)
      months.

     

    (d)  Any
      notice of termination of the employment of the Executive under this Agreement
      by
      the Employer to the Executive or by the Executive to the Employer shall be
      given
      in accordance with the provisions of Section 17. The date of termination of
      employment will be the date specified in the notice or, in the event of death
      of
      the Executive, the date of death.

     

    6.  Indemnification.
      Notwithstanding anything in the Employer’s certificates of incorporation or
      by-laws to the contrary, the Executive shall at all times during his employment
      by the Employer, and thereafter, be indemnified by the Employer to the fullest
      extent permitted by applicable law for any matter in any way relating to the
      Executive's affiliation with the Employer and its subsidiaries; provided,
      however, that if the Executive's employment shall have been terminated by the
      Employer for Cause, then, to the extent required by applicable law, the Employer
      shall have no obligation whatsoever to indemnify the Executive for any claim
      arising out of the matter for which his employment shall have been terminated
      for Cause or for any conduct of the Executive not within the scope of the
      Executive's duties under this Agreement. 

     

    
      
        
        

      

      
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    7.  Reimbursement.
      The
      Employer agree to reimburse the Executive for the reasonable fees and expenses
      of the Executive's attorneys and for court and related costs in any proceeding
      to enforce the provisions of this Agreement in which the Executive is successful
      on the merits. 

     

    8.  Confidential
      Information.
      The
      Executive acknowledges that, in the course of his employment by the Employer,
      the Executive will receive confidential information concerning the business
      of
      the Employer and that the Employer desire to protect. The Executive agrees
      that
      he will not at any time during or after the period of his employment by the
      Employer reveal to anyone outside the Employer, except as required by law,
      or
      use for his own benefit, any such information that has been designated as
      confidential by the Employer or understood by the Executive to be confidential
      without specific written authorization by the Employer. Upon termination of
      this
      Agreement, and upon the request of the Employer, the Executive shall promptly
      deliver to the Employer any and all written materials, records and documents,
      including all copies thereof, made by the Executive or coming into his
      possession during the Term and retained by the Executive containing or
      concerning confidential information of the Employer and all other written
      materials furnished to and retained by the Executive by the Employer for his
      use
      during the Term, including all copies thereof, whether of a confidential nature
      or otherwise. 

     

    
      
        
        

      

      
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    9.  Treatment
      of Confidential Information; Confidentiality Agreements.
      The
      Executive will not, directly or indirectly, disclose, use or make known for
      the
      Executive’s or another’s benefit any confidential information of the Employer or
      use such confidential information in any way except in the best interests of
      the
      Employer in the performance of the Executive’s duties for the Employer. The
      Executive will take all necessary steps to safeguard the Employer’s confidential
      information. In addition, to the extent that the Employer have entered into
      a
      confidentiality agreement with any other person or entity, the Executive agrees
      to comply with the terms of such confidentiality agreement and to be subject
      to
      the restrictions and limitations imposed by such confidentiality agreements
      as
      if the Executive was a party thereto.

     

    10.  Non-solicitation.
      During
      the term of this Agreement and during the period for which Executive is entitled
      to receive compensation after the termination of this Agreement or pursuant
      to
      any other agreement,
      and
      for a
      period of six-months thereafter, Executive shall not, directly or indirectly,
      without the written consent of the Employer: (i) recruit or solicit for
      employment any employee of the Employer or encourage any such employee to leave
      their employment with the Employer, or (ii) solicit, induce or influence
      any customer, supplier, lessor or any other person or entity which has a
      business relationship with the Employer to discontinue or reduce the extent
      of
      such relationship with the Employer.

     

    11.  Non-competition. During
      the term of this Agreement and during any period for which Executive is entitled
      to receive compensation after the termination of this Agreement or pursuant
      to
      any other agreement (but, in any case, for a period of not less than six (6)
      months after the termination of this Agreement), Executive shall not engage,
      anywhere within the Western New York counties in which the Employer has
      branches, whether directly or indirectly, as principal, owner, officer,
      director, agent, employee, consultant or partner, in the management of a bank
      holding company, commercial bank, savings bank, credit union or any other
      financial services provider that competes with the Employer or their products
      or
      programs (“Restricted Activities”), provided that the foregoing shall not
      restrict Executive from engaging in any Restricted Activities which the Employer
      direct Executive to undertake or which the Employer otherwise expressly
      authorizes. The foregoing shall not restrict Executive from owning less than
      five percent (5%) of the outstanding capital stock of any company which engages
      in Restricted Activities, provided that Executive is not otherwise involved
      with
      such company as an officer, director, agent, employee or consultant. The
      foregoing provisions this Section 11 shall not be held invalid because of the
      scope of the territory covered, the actions restricted thereby, or the period
      of
      time such covenant is operative. 

     

    
      
        
        

      

      
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    12.  Representation
      and Warranty of the Executive.
      The
      Executive represents and warrants that he is not under any obligation,
      contractual or otherwise, to any other firm or corporation, that would prevent
      his entry into the employ of the Employer or his performance of the terms of
      this Agreement or that would cause him to be in violation of any non-competition
      agreement. As a condition to this Agreement becoming effective, Executive must
      deliver to Employer a written release, in a form acceptable to Employer, from
      all prior employers of any claims they may have or potentially assert against
      Executive and the Employer that relate to or would purport to limit Executive’s
      performance of the terms of this Agreement.

     

    
      
        
        

      

      
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    13.  Effect
      of Regulatory Actions.
      Any
      actions by the Employer under this Agreement must comply with the law, including
      regulations and other interpretive action, of the Federal Deposit Insurance
      Act,
      Federal Deposit Insurance Corporation, or other entities that supervise any
      of
      the activities of the Employer. Specifically:

     

    (a)  Temporary
      Suspension or Prohibition.
      If the
      Executive is suspended from office or temporarily prohibited from participating
      in the conduct of the affairs of any banking subsidiary of GLB by a notice
      served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act
      (“FDIA”), 12 U.S.C. § 1818(e)(3) and (g)(1), the Employer’s obligations under
      this Agreement will be suspended as of the date of service, unless stayed by
      appropriate proceedings. If the charges in the notice are dismissed, the
      Employers, in their discretion, may (i) pay the Executive all or part of the
      compensation withheld while its obligations under this Agreement were suspended
      and (ii) reinstate in whole or in part any of its obligations that were
      suspended.

     

    (b)  Permanent
      Suspension or Prohibition.
      If the
      Executive is removed from office or permanently prohibited from participating
      in
      the conduct of the affairs of any banking subsidiary of GLB by an order issued
      under Section 8(e)(4) or (g)(1) of the FDIA, 12 U.S.C. § 1818(e)(4) and (g)(1),
      all obligations of the Employers under this Agreement will terminate as of
      the
      effective date of the order, but vested rights of the Parties will not be
      affected.

     

    (c)  Default
      of the Bank.
      If any
      banking subsidiary of GLB is in default (as defined in Section 3(x)(1) of the
      FDIA, 12 U.S.C. § 1813(x)(1)), all obligations under this Agreement will
      terminate as of the date of default, but vested rights of the Parties will
      not
      be affected.

     

    
      
        
        

      

      
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    14.  Termination
      by Regulators.
      All
      obligations under this Agreement will be terminated, except to the extent
      determined by the federal bank regulatory agency of any banking subsidiary
      of
      GLB that continuation of this Agreement is necessary for the continued operation
      of the banking subsidiary, if (1) the governing federal bank regulatory agency
      enters into an agreement to provide assistance to or on behalf of a banking
      subsidiary of GLB under the authority contained in Section 13(c) of the
      FDIA, 12 U.S.C. § 1823(c); or (2) such banking subsidiary of GLB is determined
      by the federal bank regulatory authority to be in an unsafe or unsound
      condition. However, vested rights of the Parties will not be
      affected.

     

    15.  Entire
      Agreement; Amendment.
      This
      Agreement contains the entire agreement between the Employer and the Executive
      and supersedes any other written or oral agreements with respect to the subject
      matter hereof, and may not be amended, waived, changed, modified or discharged
      except by an instrument in writing executed by the Employer and the Executive.
      This Agreement supersedes any previous agreements between the Employer and
      the
      Executive with respect to the subject matter hereof. 

     

    16.  Assignability.
      The
      services of the Executive under this Agreement are personal in nature, and
      neither this Agreement nor the rights or obligations of the Employer under
      this
      Agreement may be assigned by the Employer, whether by operation of law or
      otherwise, without the Executive's prior written consent. This Agreement shall
      be binding upon, and inure to the benefit of, the Employer and their permitted
      successors and assigns under this Agreement. This Agreement shall not be
      assignable by the Executive, but shall inure to the benefit of the Executive's
      heirs, executors, administrators and legal representatives. 

     

    
      
        
        

      

      
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    17.  Notice.
      Any
      notice that may be given under this Agreement shall be in writing and be deemed
      given when hand delivered and acknowledged or, if mailed, one day after mailing
      by registered or certified mail, return receipt requested, or if delivered
      by an
      overnight delivery service, one day after the notice is delivered to such
      service, to the Employer or the Executive at their respective addresses stated
      above, or at such other address as the Executive or the Employer may by similar
      notice designate. 

     

    18.  Specific
      Performance.
      The
      Employer and the Executive agree that irreparable damage would occur in the
      event that any of the provisions of Sections 8 through 11 were not performed
      in
      accordance with their specific terms or were otherwise breached. The Executive
      accordingly agrees that the Employer shall be entitled to an injunction or
      injunctions to prevent breaches of Sections 8 through 11 and to enforce
      specifically the terms and provisions of Sections 8 through 11 in addition
      to
      any other remedy to which the Employer are entitled at law or in equity.


     

    19.  No
      Third Party Beneficiaries.
      Nothing
      in this Agreement, express or implied, is intended to confer upon any person
      or
      entity other than the Parties (and the Executive's heirs, executors,
      administrators and legal representatives and the permitted transferees of the
      Shares) any rights or remedies of any nature under or by reason of this
      Agreement. 

     

    
      
        
        

      

      
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    20.  Successor
      Liability.
      The
      Employer shall require any successor, whether direct or indirect, by purchase,
      merger, consolidation or otherwise, to all or substantially all of the business
      or assets of the Employer to assume expressly and agree to perform this
      Agreement in the same manner and to the same extent that the Employer would
      be
      required to perform it if no such succession had taken place. 

     

    21.  Mitigation.
      The
      Executive shall not be required to mitigate the amount of any payment provided
      for in this Agreement by seeking other employment or otherwise, nor shall the
      amount of any payment or benefit provided for in this Agreement be reduced
      by
      any compensation earned by the Executive as the result of employment by another
      employer or by retirement benefits payable after the termination of this
      Agreement, except that the Employer shall not be required to provide the
      Executive and his eligible dependents with medical insurance coverage as long
      as
      the Executive and his eligible dependents are receiving comparable medical
      insurance coverage from another employer. 

     

    22.  Waiver
      of Breach.
      The
      failure at any time to enforce or exercise any right under any of the provisions
      of this Agreement or to require at any time performance by the other Parties
      of
      any of the provisions hereof shall in no way be construed to be a waiver of
      such
      provisions or to affect either the validity of this Agreement or any part
      hereof, or the right of any party hereafter to enforce or exercise its rights
      under each and every provision in accordance with the terms of this Agreement.
      

     

    23.  No
      Attachment.
      Except
      as required by law, no right to receive payments under this Agreement shall
      be
      subject to anticipation, commutation, alienation, sale, assignment, encumbrance,
      charge, pledge or hypothecation or to execution, attachment, levy or similar
      process or assignment by operation of law, and any attempt, voluntary or
      involuntary, to effect any such action shall be null, void and of no effect;
      provided, however, that nothing in this Section 23 shall preclude the assumption
      of such rights by executors, administrators or other legal representatives
      of
      the Executive or his estate and their assigning any rights under this Agreement
      to the person or persons entitled hereto. 

     

    
      
        
        

      

      
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    24.  Severability.
      The
      invalidity or unenforceability of any term, phrase, clause, paragraph,
      restriction, covenant, agreement or other provision of this Agreement shall
      in
      no way affect the validity or enforceability of any other provision, or any
      part
      thereof, but this Agreement shall be construed as if such invalid or
      unenforceable term, phrase, clause, paragraph, restriction, covenant, agreement
      or other provision had never been contained in this Agreement unless the
      deletion of such term, phrase, clause, paragraph, restriction, covenant,
      agreement or other provision would result in such a material change as to cause
      the covenants and agreements contained in this Agreement to be unreasonable
      or
      would materially and adversely frustrate the objectives of the Employer and
      the
      Executive as expressed in this Agreement. 

     

    25.  Survival
      of Benefits.
      Any
      provision of this Agreement that provides a benefit to the Executive and that
      by
      the express terms hereof does not terminate upon the expiration of the Term
      shall survive the expiration of the Term and shall remain binding upon the
      Employer until such time as such benefits are paid in full to the Executive
      or
      his estate. 

     

    26.  Construction.
      This
      Agreement shall be governed by and construed in accordance with the internal
      laws of the State of New York, without giving effect to principles of conflict
      of laws. All headings in this Agreement have been inserted solely for
      convenience of reference only, are not to be considered a part of this Agreement
      and shall not affect the interpretation of any of the provisions of this
      Agreement. 

     

     

    [Remainder
      of Page Intentionally Left Blank. Signature Page Follows.]

     

    
      
        
        

      

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

     

    
      	 	 	 
	 	GREAT
              LAKES
              BANCORP, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Andrew
                W. Dorn, Jr., President

              and
                Chief Executive Officer

            


    

    
       

      
        	 	 	 
	 	GREATER
                BUFFALO
                SAVINGS BANK
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                
                  Andrew
                    W. Dorn, Jr., President

                  and
                    Chief Executive Officer

                

              


      

       

    

    
       

      
        	 	 	 
	 	
                
Lawrence
                Schiavi


      

       

      
        
          
          

        

        
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    ATTACHMENT
      A

     

    
      	
              Gross Revenue for GBSB Mortgage Banking
                Division

              in
                accordance with GAAP and adjusted as noted1

            	 	
              XXXXX

            
	 	 	 
	
              Less Direct Operating Expenses associated with
                GBSB

              Mortgage
                Division Operations2

            	 	
              (XXXXX)

            
	 	 	 
	
              Less 8% of Gross Revenue or indirect/overhead
                expenses

              allocated
                to Mortgage Banking Division, whichever

              is
                less

            	 	
              (XXXXX)

            
	 	 	 
	Pretax Profits for purposes of bonus
              calculations	 	
              XXXXX

            
	 	 	 
	Bonus Rate	 	
                        
                5%

            
	 	 	 
	Bonus Amount	 	
              XXXXX

            


    

     

     

    
      
        

      

    

    
      
        1  Amount
          to
          exclude any revenues arising from merged or otherwise acquired mortgage
          banking
          operations. Also excludes any extraordinary revenue as determined by Board
          of
          Directors.

         

      

      
        2  Amount
          to
          exclude any expenses arising from or as a result of a merger or acquisition
          of a
          mortgage banking operation. Also excluded any extraordinary expenses as
          determined by the Board of Directors.

         

        
          
            
            

          

          
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