Unassociated Document


    EMPLOYMENT
      AGREEMENT 

     

    EMPLOYMENT
      AGREEMENT (this "Agreement") dated as of January 1, 2007, among Great Lakes
      Bancorp, Inc. a Delaware corporation having its principal place of business
      at
      2421 Main Street, Buffalo, New York 14214 ("GLB"), 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 Michael J. Rogers, an
      individual residing at 22 Eltham Drive, Amherst, New York 14226 (the
      "Executive"). GLB, GBSB and the Executive are collectively the Parties and
      individually a Party.

     

    WITNESSETH:

     

    WHEREAS,
      GBSB is a wholly owned subsidiary of GLB; 

     

    WHEREAS,
      Executive currently serves as Executive Vice President and Chief Financial
      Officer of GLB; 

     

    WHEREAS,
      GLB and GBSB (collectively, the "Employers") desire to continue to employ the
      Executive, and the Executive desires to continue to be employed by the
      Employers, 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 Employers. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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"), (i) GLB shall continue to employ
      the Executive, and the Executive shall continue to be employed by GLB, as the
      Executive Vice President and Chief Financial Officer of GLB and (ii) GBSB shall
      continue to employ the Executive, and the Executive shall continue to be
      employed by GBSB, as the Executive Vice President and Chief Financial Officer
      of
      GBSB (with all such positions described in clauses (i) and (ii) hereof being
      collectively 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 Sections 1(b), l(c), and
      l(d), shall continue for a period of two years. The Employers shall be jointly
      and severally liable to the Executive with respect to (i) all liabilities of
      GBSB to the Executive hereunder and (ii) all liabilities of GLB to the Executive
      hereunder; provided, however, that GLB shall not be responsible for any
      liability of GBSB to the Executive to the extent that such liability has been
      discharged by GBSB, and GBSB shall not be responsible for any liability of
      GLB
      to the Executive to the extent that such liability has been discharged by GLB.
      

     

    (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)
      either of the Employers or (ii) the Executive, on each day this Agreement is
      in
      effect, the Term shall be automatically extended for one additional day so
      that
      at all time this Agreement shall have a then current two-year Term. Unless
      otherwise provided in this Agreement or agreed by the Employers and the
      Executive, all of the terms and conditions of this Agreement shall continue
      in
      full force and effect throughout the Term and, with respect to those terms
      and
      conditions that apply after the Term, after the Term. 

     

    
      
        
        

      

      
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    (c)  Notwithstanding
      Section 1(b), the Employers, by action of their Boards of Directors (the
      "Boards") 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 for Cause (as hereafter defined) or other than for Cause or on account
      of the Executive's death or Permanent Disability (as defined in this Agreement),
      subject to the provisions of this Section 1. 

     

    (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 Employers 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
      or GLB, in each case, after notice thereof from the Employers 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 damage
      to
      the property or business of GBSB or GLB 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 Boards, adversely affects GBSB's or
      GLB's reputation or the Executive's ability to carry out his obligations under
      this Agreement or (F) the Executive's non-compliance with the provisions of
      Section 2(b) of this Agreement after notice thereof from the Employers to the
      Executive and a reasonable opportunity for the Executive to cure such
      non-compliance. 

     

    
      
        
        

      

      
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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 or for an aggregate of nine months during any 12
      month period, provided, however, that in order to terminate the Executive's
      employment under this Agreement on account of Permanent Disability, the
      Employers must provide the Executive with written notice, not less than 30
      days
      prior to the date of termination specified in such notice, of the Boards' good
      faith determination, based on a medical opinion of a physician selected by
      the
      Employers 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 Employers.
      

     

    
      
        
        

      

      
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    (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 Employers in bad faith and that is
      remedied by the Employers promptly following written notice thereof from the
      Executive to the Employers; (B) a material breach by either Employer of its
      respective 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 Employers, or (C) any termination of the Executive's
      employment under this Agreement without Cause; and 

     

    (iv)  "Change
      of Control" shall mean: (A) the acquisition of shares of 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)  The
      Executive shall serve in the Position and perform all duties and services
      directed by the Boards of the Employers or the President or Chief Executive
      Officer of the Employees reasonably 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 Employers or from time to time by
      the
      Boards consistent with the Position. Except for travel normally incidental
      and
      reasonably necessary to the business of the Employers 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. 

     

    
      
        
        

      

      
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    (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 Boards. 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 Employers 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 GBSB's market area and further provided that such
      conduct complies in all respects with applicable policies of the Employers.
      

     

    (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 Employers shall mutually determine. Earned but unused vacation
      shall be accrued in accordance with the Employers' vacation policy as in effect
      from time to time. 

     

    
      
        
        

      

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

     

    (a)  The
      Employers shall pay the Executive a base salary (the "Base Salary") at an annual
      rate of $252,000, plus such other compensation as may, from time to time, be
      determined by the Employers in their sole discretion. At the end of each fiscal
      year of the Employers, the Employers shall review the amount of the Executive's
      Base Salary, and shall increase such Base Salary for the following year to
      such
      amount as the Boards may determine in their discretion. Such Base Salary and
      other compensation shall be payable in accordance with the Employers' normal
      payroll practices as in effect from time to time. 

     

    (b)  The
      Executive will be entitled to participate in, 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 Employers. These
      plans, policies and programs are subject to change at the sole discretion of
      the
      Employers.

     

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

     

    (d)  The
      Employers 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.

     

    
      
        
        

      

      
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    (e)  GLB
      is
      considering the development of an Incentive Bonus Plan (the "Incentive Plan")
      under which the executive officers of GLB would be entitled to receive annual
      incentive bonuses expressed as a percentage of the Base Salary of each such
      officer. Until such time as the Incentive Plan becomes effective, the Employers
      agree that the Executive shall receive, in accordance in all material respects
      with the applicable policies of the Employers relating to incentive compensation
      for its executive officers, an annual bonus (the "Bonus") payable in cash,
      at
      the same time as bonuses are paid to other executive officers of the Employers,
      but in no event later than March 15 of the following year, in such amount as
      may
      be fixed by the Board in its discretion based upon the financial results of
      the
      Employers and the contributions of the Executive to such financial results.
      Upon
      the effectiveness of its Incentive Plan, the provisions of the Incentive Plan
      shall supersede this Section 3(e) and, from and after such date, this Section
      3(e) shall be of no further force and effect. 

     

    (f)  Signing
      Bonus.
      

     

    (i)  GLB
      agrees to grant to the Executive as a signing bonus (the "Signing Bonus") an
      Award of incentive stock options on 25,000 shares of GLB Common Stock pursuant
      to the terms and conditions of GLB’s stock option plans as soon as practicable
      following the Effective Date but prior to March 1, 2007. The options will become
      vested and exercisable with respect to 5,000 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 5,000
      shares. Notwithstanding the foregoing, immediate and complete vesting and
      exercisability of any unvested options of such GLB Common Stock shall take
      place
      in the event of a Change in Control as defined in this Agreement.

     

    
      
        
        

      

      
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    (ii)  If
      the
      Executive exercise all or any portion of the options represented by the Signing
      Bonus, the Employers will pay to the Executive an additional bonus amount equal
      to the exercise price of the options then exercised (the “Stock Bonus Amount”).
      The Stock Bonus Amount will be paid to the Executive on the date that is one
      year following the date of the exercise that gives rise to a Stock Bonus
      Amount.

     

    4.  Expenses.
      The
      Employers 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.


     

    5.  Termination.

     

    (a)  Termination
      After Change of Control by Employers without Cause or Termination by Executive
      with Good Reason.
      If (A)
      the Employers terminate the Executive's employment under this Agreement for
      any
      reason other than (i) for Cause, (ii) death or (iii) Permanent Disability and
      such termination occurs as of a date that is within one year after the
      occurrence of a Change of Control (such one-year period being referred to as
      a
      "Change in Control Period"), or (B) the Executive terminates his employment
      hereunder for Good Reason effective as of a date within a Change in Control
      Period, the Employers shall: 

     

    
      
        
        

      

      
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    (i)  pay
      to
      the Executive, or his estate, promptly after the event giving rise to such
      payment occurs: 

     

    (A)  an
      amount
      equal to the sum of (1) the Executive's then current 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 Bonus required
      to be paid to the Executive pursuant to Section 3(e), prorated for the period
      of
      employment, such payments being collectively referred to herein as the "Accrued
      Obligations," 

     

    (B)  an
      amount
      equal to 2.00 times the sum of (1) the Executive's annual Base Salary as in
      effect on the effective date of termination of the Executive's employment under
      this Agreement and (2) the Bonus payable to the Executive pursuant to Section
      3(e) of this Agreement for the year in which such termination is effective,
      and

     

    (C)  an
      amount
      equal to $13.76 times the number of option shares granted as the Signing Bonus
      which have not then been exercised; 

     

    (ii)  continue
      to provide to the Executive and his spouse, medical, health, disability and
      life
      insurance coverage for a period of two years following the date of termination,
      conditioned on the Executive (or his spouse) being required to pay the same
      share of premium expenses that was required to be paid at the time of
      termination (or, if the Employers are unable to provide such coverage, the
      Employers shall pay to the Executive (or his spouse) during such period an
      amount equal to the share of premium expense that the Employers would have
      paid
      towards such coverage), and

     

    
      
        
        

      

      
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    (iii)  the
      Signing Bonus (as defined herein) 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. 

     

    The
      amounts payable under this Section 5(a) are subject to reduction in accordance
      with the provisions of Section 6(a).

     

    (b)  Absent
      Change of Control; Termination by Employers without Cause or Termination by
      Executive with Good Reason.
      If (A)
      the Employers terminate the Executive's employment under this Agreement for
      any
      reason other than (i) for Cause and such termination occurs as of a date that
      is
      not within a Change in Control Period (ii) death or (iii) Permanent Disability
      or (B) the Executive terminates his employment hereunder for Good Reason
      effective as of a date that is not within a Change in Control Period, the
      Employers shall, provided the Executive concurrently signs and delivers a
      general release and waiver in a form reasonably acceptable to the
      Employers:

     

    (i)  
      pay or
      provide to the Executive, or his estate, promptly after the event giving rise
      to
      such payment occurs: 

     

    (A)  an
      amount
      equal to the Accrued Obligations, 

     

    
      
        
        

      

      
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    (B)  as
      a
      severance payment, continue to pay to the Executive during the two-year period
      following termination, the Executive's annual Base Salary in effect as of the
      date of termination of the Executive's employment under this Agreement,
      and

     

    (C)  continue
      to provide to the Executive and his spouse, medical, health, disability and
      life
      insurance coverage for a period of two years following the date of termination,
      conditioned on the Executive (or his spouse) being required to pay the same
      share of premium expenses that was required to be paid at the time of
      termination (or, if the Employers are unable to provide such coverage, the
      Employers shall pay to the Executive (or his spouse) during such period an
      amount equal to the share of premium expense that the Employers would have
      paid
      towards such coverage), and

     

    (D)  an
      amount
      equal to $13.76 times the number of option shares granted as the Signing Bonus
      which have not then been exercised; and 

     

    (ii)  the
      Signing Bonus 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. 

     

    (c)  Termination
      By Employers with Cause; Termination by Executive without Good Reason or
      Termination on Account of Death or Disability.
      If (A)
      the Employers terminate the Executive's employment hereunder for Cause, (B)
      the
      Executive terminates his employment hereunder for any reason other than Good
      Reason, or (C) this Agreement is terminated as a result of the death or
      Permanent Disability of the Executive, the sole obligation of the Employers
      shall be to pay to the Executive, or his estate, an amount equal to the sum
      of
      (1) the Executive's Base Salary accrued but unpaid through the date the
      termination of the Executive's employment under this Agreement is effective,
      (2)
      the Bonus required to be paid to the Executive pursuant to Section 3(e) prorated
      for the period of employment, and (3) an amount equal to $13.76 times the number
      of options granted pursuant to Section 3(f)(i) as a Signing Bonus which have
      vested (including those vesting as hereafter provided in this Section 5(c))and
      not been exercised. If such termination occurs after March 7 of any year but
      prior to January 2 of the following year, the Executive shall receive immediate
      vesting in the 5,000 option shares that would have vested on the January 2
      of
      the following year. The Executive shall have a period of two (2) years from
      the
      date of termination (but not later than the date such options would otherwise
      expire had the Executive continued to be employed) in which to exercise any
      vested but unexercised option.

     

    
      
        
        

      

      
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    (d)  Any
      notice of termination of the employment of the Executive under this Agreement
      by
      the Employers to the Executive or by the Executive to the Employers 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.  Tax
      Provisions.

     

    (a)  280G.Notwithstanding
      anything in this Agreement or any other agreement to the contrary, in the event
      it is determined that part or all of the consideration, compensation or benefits
      to be paid to the Executive by the Employers or any affiliate (as defined under
      the Securities Act of 1933, as amended, and the regulations thereunder) or
      any
      other person to or for the benefit of the Executive, whether paid or payable
      pursuant to the terms of this Agreement, or pursuant to any other agreement
      or
      arrangement with the Employers or any such affiliate, constitute “parachute
      payments” under Section 280G(b)(2) of the Internal Revenue Code of 1986, as
      amended, (the “Code”) then, if the aggregate present value of such parachute
      payments, singularly or together with the aggregate present value of any
      consideration, compensation or benefits to be paid to the Executive under any
      other plan, arrangement or agreement which constitute “parachute payments”
(collectively, the “Parachute Amount”) exceeds 2.99 times the Executive’s “base
      amount,” as defined in Section 280G(b)(3) of the Code (the “Executive Base
      Amount”), the amounts constituting “parachute payments” which would otherwise be
      payable to or for the benefit of the Executive shall be reduced to the extent
      necessary so that the Parachute Amount is equal to 2.99 times the Executive
      Base
      Amount. If the determination made pursuant to the preceding sentence results
      in
      a reduction of the payments that would otherwise be paid to the Executive,
      then
      the Executive may then elect, in the Executive’s sole discretion, which and how
      much of any particular entitlement shall be eliminated or reduced and shall
      advise the Employers in writing of the Executive’s election within ten days of
      the determination of the reduction in payments. If no such election is made
      by
      the Executive within such ten-day period, the Employers may elect which and
      how
      much of any entitlement shall be eliminated or reduced and shall notify the
      Executive promptly of such election. The calculations under this Section will
      be
      made by the Employers’ independent accounting firm, engaged immediately prior to
      the event
      that triggered the payment, in consultation with the Employers’ outside legal
      counsel. For purposes of making the calculations required by this Section,
      the
      accounting firm may make reasonable assumptions and approximations concerning
      applicable taxes and may rely on reasonable, good faith interpretations
      concerning the application of Sections 280G and 4999 of the Code, provided
      that
      the accounting firm’s determinations must be made with substantial authority
      (within the meaning of Section 6662 of the Code).

     

    
      
        
        

      

      
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    (b)  409A.This
      Agreement is intended to comply with Section 409A of the Code, where applicable,
      and will be interpreted and applied in a manner consistent with that intention.
      Toward that end, unless permitted sooner by Section 409A of the Code, if the
      Executive is designated as a “Specified Employee” as of the date of his
“Separation from Service,” the payment of amounts that are treated as deferred
      compensation for purposes of Section 409A of the Code and are payable solely
      on
      account of the Executive’s Separation from Service that would otherwise be paid
      during the six-month period following the Executive’s Separation from Service
      will be deferred until and become payable on the first day of the seventh month
      following such Separation from Service. For purposes hereof, the terms
“Specified Employee” and “Separation from Service” will have the same meanings
      as such terms under Section 409A of the Code and the regulations thereunder.
      If
      other payments of money or other benefits due to the Executive under this
      Agreement or otherwise would cause the application of an accelerated or
      additional tax under Section 409A of the Code, the payments or other benefits
      will be deferred if deferral will make such payment or other benefits compliant
      under Section 409A of the Code, or otherwise such payment or other benefits
      will
      be restructured, to the extent possible, in a manner that does not cause such
      an
      accelerated or additional tax or result in a material additional cost to the
      Company. 

     

    
      
        
        

      

      
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    If,
      after
      the application of the preceding paragraph, in the event that it is determined
      that any payment, coverage or benefit due or owing to the Executive pursuant
      to
      this Agreement is subject to the excise tax imposed by Section 409A of the
      Code
      or any successor provision thereof or any interest or penalties, including
      interest imposed under Section 409A(1)(B)(i)(I) of the Code, incurred by the
      Executive as a result of the application of such provision, the Employers,
      within 30 days thereafter, shall pay to the Executive, in addition to any other
      payment, coverage or benefit due and owing under this Agreement, an amount
      (the
“409A Payment”) that will result in the Executive's net after tax position,
      after taking into account any interest, penalties or taxes imposed on the
      amounts paid under this Section 6(b), being no less advantageous to the
      Executive than the net after tax position to the Executive that would have
      been
      obtained had Section 409A of the Code not been applicable to such payment,
      coverage or benefits. The amount of the 409A Payment will be calculated by
      the
      Employer’s independent accounting firm, in consultation with the Employer’s
      outside legal counsel. For purposes of making the calculations required by
      this
      Section, the accounting firm may make reasonable assumptions and approximations
      concerning applicable taxes and may rely on reasonable, good faith
      interpretations concerning the application of Section 409A of the Code, provided
      that the accounting firm’s determinations must be made with substantial
      authority (within the meaning of Section 6662 of the Code). If the precise
      amount of the 409A Payment cannot be determined on the date it is to be paid,
      an
      amount equal to the best estimate of the 409A Payment will be made on that
      date
      and, within 10 days after the precise calculation is obtained, either the
      Employers will pay any additional amount to the Executive or the Executive
      will
      pay any excess amount to the Employers, as the case may be. If subsequently
      the
      IRS claims that any additional amounts are owing, an additional 409A Payment
      will be paid to the Executive within 30 days of the Executive providing
      substantiation of the claim made by the IRS. After payment to the Executive
      of
      the 409A Payment, the Executive will provide to the Employers any information
      reasonably requested by the Employers relating to the tax and penalties, the
      Executive will take those actions as the Employers reasonably requests to
      contest the tax and penalties, cooperate in good faith with the Employers to
      effectively contest the tax and penalties and permit the Employers to
      participate in any proceedings contesting the tax and penalties. The Employers
      will bear and pay directly all costs and expenses (including any interest or
      additional penalties), and indemnify and hold the Executive harmless, on an
      after-tax basis, from all such costs and expenses related to such contest.
      Should it ultimately be determined that any amount of the tax or penalties
      are
      not properly owed, the Executive will refund to the Employers the related amount
      of the 409A Payment.

     

    
      
        
        

      

      
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    7.  Indemnification.
      Notwithstanding anything in the Employers' certificates of incorporation or
      by-laws to the contrary, the Executive shall at all times during his employment
      by the Employers, and thereafter, be indemnified by the Employers to the fullest
      extent permitted by applicable law for any matter in any way relating to the
      Executive's affiliation with the Employers and its subsidiaries; provided,
      however, that if the Executive's employment shall have been terminated by the
      Employers for Cause, then, to the extent required by applicable law, the
      Employers 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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    8.  The
      Employers 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. 

     

    9.  Confidential
      Information.
      The
      Executive acknowledges that, in the course of his employment by the Employers,
      he will have access to confidential or proprietary information and trade secrets
      relating to the business of the Employers and that the Employers desire to
      protect including, but not limited to (i) trade secrets, business plans,
      software programs, operating plans, marketing plans, financial reports,
      operating data, budgets, wage and salary rates, terms of agreements with
      suppliers or customers, customer lists, reports, correspondence, tapes, disks,
      tangible property and specification owned by or used in the Employers’
businesses, (ii) operating strengths and weaknesses of the Employers’ officers,
      directors, employees, agents, suppliers and customers and/or (iii) information
      pertaining to future development such as, but not limited to, future marketing
      plans or ideas and plans or ideas for new services or products, information
      and
      data relating to the Employers’ strategic plans and acquisition strategies; (iv)
      all information which is learned by the Executive in the course and performance
      of his duties under this Agreement and (v) other tangible and intangible
      property which is used in the business operations of the Employers but not
      made
      publicly available (the “Confidential Information”). 

     

    10.  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, as defined above,
      of the Employers or use such Confidential Information in any way except in
      the
      best interests of the Employers in the performance of the Executive’s duties for
      the Employers. The Executive will take all necessary steps to safeguard the
      Employers’ Confidential Information. In addition, to the extent that the
      Employers 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.


     

    
      
        
        

      

      
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    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 New York State or in any area outside of New York State in
      which
      the Employers conduct business, 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 Employers
      or their products or programs (“Restricted Activities”), provided that the
      foregoing shall not restrict Executive from engaging in any Restricted
      Activities which the Employers direct Executive to undertake or which the
      Employers 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 of 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.  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 Employers: (i) recruit or solicit for
      employment any employee of the Employers or encourage any such employee to
      leave
      their employment with the Employers, or (ii) solicit, induce or influence
      any customer, supplier, lessor or any other person or entity which has a
      business relationship with the Employers to discontinue or reduce the extent
      of
      such relationship with the Employers.

     

    13.  Effect
      of Regulatory Actions.
      Any
      actions by the Employers 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 Employers’ 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.

     

    
      
        
        

      

      
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    (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.

     

    (d)  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.

     

    (e)  Vested
      Rights.
      For
      purposes of this Section 13, to determine the “vested rights of the Parties,” a
      right shall be deemed vested if, but for this Agreement, such right would be
      vested for purposes of any applicable agreement or applicable law and this
      Agreement shall not expand or contract such right.

     

    
      
        
        

      

      
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    14.  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 Employers or his performance of the terms
      of
      this Agreement. 

     

    15.  Entire
      Agreement; Amendment.
      This
      Agreement contain the entire agreement between the Employers and the Executive
      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 Employers and the Executive. This Agreement supersedes the Letter Agreement
      dated as of February 3, 2006 between the Employers and the Executive.


     

    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 Employers under
      this
      Agreement may be assigned by the Employers, 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 Employers 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. 

     

    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 either the Employers or the Executive at their respective addresses
      stated above, or at such other address as the Executive or the Employers may
      by
      similar notice designate. 

     

    
      
        
        

      

      
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    18.  Specific
      Performance.
      The
      Employers and the Executive agree that irreparable damage would occur in the
      event that any of the provisions of Sections 9-13 were not performed in
      accordance with their specific terms or were otherwise breached. The Executive
      accordingly agrees that the Employers shall be entitled to an injunction or
      injunctions to prevent breaches of Sections 9-12 and to enforce specifically
      the
      terms and provisions of Sections 9-12 in addition to any other remedy to which
      the Employers 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. 

     

    20.  Successor
      Liability.
      The
      Employers 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 Employers to assume expressly and agree to perform this
      Agreement in the same manner and to the same extent that the Employers 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 Employers 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. 

     

    
      
        
        

      

      
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    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 16 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. 

     

    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 Employers and
      the
      Executive as expressed in this Agreement. 

     

    
      
        
        

      

      
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    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
      Employers 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

                

              


      

    

    
      
         

        
          	 	 	 
	 	
                  
Michael
                  J. Rogers


        

      

      
      

      
        
          
          

        

        
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