Exhibit
          10.1

      

    

     

    EMPLOYMENT
      AGREEMENT

     

    This
      Agreement is made effective as of March 1, 2006 by and between Fairport Savings
      Bank (the “Bank”), a federally-chartered savings association with its principal
      executive office at 45 South Main Street, Fairport, New York 14450, and Dana
      Gavenda (“Executive”).

     

    WHEREAS,
      the Bank
      wishes to assure itself of the continued services of Executive for the period
      provided in this Agreement; and

     

    WHEREAS,
      Executive is willing to continue to serve in the employ of the Bank on a
      full-time basis for said period.

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants herein contained, and upon the other
      terms
      and conditions hereinafter provided, the parties hereby agree as
      follows:

     

    
      	
              1.

            	
              POSITION
                AND RESPONSIBILITIES

            


    

     

    (a)          
      During
      the period of his employment hereunder, Executive agrees to serve as President
      and Chief Executive Officer, and as a member of the Board of Directors (the
      “Board”), of the Bank. During said period, Executive also agrees to serve, if
      elected, as an officer and director of any subsidiary or affiliate of the Bank.
      Failure to reelect Executive as the President and Chief Executive Officer of
      the
      Bank without the consent of Executive during the term of this Agreement shall
      constitute a breach of this Agreement.

     

    (b)          
      During
      the period of his employment hereunder, except for periods of absence occasioned
      by illness, reasonable vacation periods, and reasonable leaves of absence,
      Executive shall devote substantially all his business time, attention, skill,
      and efforts to the faithful performance of his duties as President and Chief
      Executive Officer of the Bank, including overseeing and directing the day-to-day
      operations and management of the Bank; making recommendations to the Board
      regarding asset/liability management, long-range planning and compensation
      of
      officers; promoting the business of the Bank; and such other duties as the
      Board
      may from time to time reasonably direct. Provided, however, that with the
      approval of the Board, as evidenced by a resolution of the Board, Executive
      may
      serve, or continue to serve, on the boards of directors of, and hold other
      offices or positions with business or not-for-profit organizations, which,
      in
      the Board’s judgment, do not compete with the Bank or will not present any
      conflict of interest with the Bank, or materially affect the performance of
      Executive’s duties pursuant to this Agreement (for purposes of this Section
      1(b), Board approval shall be deemed provided as to service with any such
      business or other organizations that Executive was serving as of the date of
      this Agreement).

     

    
      	
              2.

            	
              TERM

            


    

     

    The
      period of Executive’s employment under this Agreement shall begin as of the date
      first above written and shall continue for a period of thirty-six (36) full
      calendar months thereafter. Commencing on the first anniversary date of this
      Agreement and continuing at each anniversary date thereafter, this Agreement
      shall renew for an additional year such that the remaining term shall be three
      (3) years; provided, however, that after the initial thirty-six (36) month
      term
      of this Agreement, if written notice of nonrenewal is provided to Executive
      at
      least ten (10) days and not more than sixty (60) days prior to any anniversary
      date, the employment of Executive hereunder shall cease at the end of twelve
      (12) months following such anniversary date. Prior to each notice period for
      non-renewal, the disinterested members of the Board will conduct a performance
      evaluation and review of Executive for purposes of determining whether to extend
      the Agreement, and the results thereof shall be included in the minutes of
      the
      Board’s meeting and communicated to Executive.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
              3.

            	
              COMPENSATION
                AND REIMBURSEMENT

            


    

     

    (a)          
      The
      compensation specified under this Agreement shall constitute the salary and
      benefits paid for the duties described in Section 1(b). The Bank shall pay
      Executive as compensation a salary of $140,000 per year (“Base Salary”), which
      Base Salary shall be payable in accordance with the normal and customary payroll
      practices of the Bank, but in no event less frequently than monthly. During
      the
      period of this Agreement, Executive’s Base Salary shall be reviewed at least
      annually and such Base Salary shall be $147,500 for the twelve (12) months
      beginning March 1, 2007, and 155,000 for the twelve (12) months beginning March
      1, 2008, subject to annual approval by the Board. Such review shall be conducted
      by a Committee designated by the Board, and the Board may increase or decrease,
      Executive’s Base Salary (any increase in Base Salary shall become the “Base
      Salary” for purposes of this Agreement). In addition to the Base Salary provided
      in this Section 3(a), the Bank shall provide Executive, at no cost to Executive,
      with all such other benefits as are provided uniformly to permanent full-time
      employees of the Bank. Base Salary shall include any amounts of compensation
      deferred by Executive under tax-qualified and nontax-qualified plans maintained
      by the Bank.

     

    (b)          
      The
      Bank
      will provide Executive with employee benefit plans, arrangements and perquisites
      substantially equivalent to those in which Executive was participating or
      otherwise deriving benefit from immediately prior to the beginning of the term
      of this Agreement, and the Bank will not, without Executive’s prior written
      consent, make any changes in such plans, arrangements or perquisites which
      would
      adversely affect Executive’s rights or benefits thereunder, unless such change
      is part of a change in benefits applicable to all employees of the Bank in
      connection with a bank-wide benefit plan. Without limiting the generality of
      the
      foregoing provisions of this Subsection (b), Executive will be entitled to
      participate in or receive benefits under any employee benefit plans including
      but not limited to, retirement plans, supplemental retirement plans, pension
      plans, profit-sharing plans, stock benefit plans, health-and-accident plans,
      medical coverage and any other employee benefit plan or arrangement made
      available by the Bank in the future to its senior executives and key management
      employees, subject to and on a basis consistent with the terms, conditions
      and
      overall administration of such plans and arrangements. Executive will be
      entitled to incentive compensation and/or bonuses as provided in any plan of
      the
      Bank in which Executive is eligible to participate (and he shall be entitled
      to
      a pro rata distribution under any incentive compensation or bonus plan as to
      any
      year in which a termination of employment occurs, other than termination for
      Cause). Such incentive compensation and/or bonuses shall be based on Executive’s
      performance and the performance and financial condition of the Bank. Nothing
      paid to Executive under any such plan or arrangement will be deemed to be in
      lieu of other compensation to which Executive is entitled under this
      Agreement.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    (c)          
      In
      addition to the Base Salary provided for by paragraph (a) of this Section 3,
      the
      Bank shall pay or reimburse Executive for all reasonable travel and other
      reasonable expenses incurred by Executive in performing his obligations under
      this Agreement and may provide such additional compensation in such form and
      such amounts as the Board may from time to time determine.

     

    (d)          
      Executive
      shall be entitled to five (5) weeks of paid vacation per calendar year, or
      such
      greater period as may be approved from time to time by the Board of Directors.
      In the event that the full vacation is not taken in any year due to the work
      commitments of Executive, Executive may carry over any such unused vacation
      time
      from year to year unless such carryover is prohibited by law or regulation.
      Upon
      any termination of Executive, Executive will be entitled to be paid the value
      of
      any accrued or accumulated vacation time and shall be required to reimburse
      the
      Bank for the value of any vacation time taken but not yet accrued.

     

    (e)          
      Executive
      shall also be entitled to an automobile of the Bank’s selection to be used by
      Executive in rendering services to the Bank and for limited personal use,
      together with reimbursement for all gas, oil, maintenance, insurance and repairs
      required by reason of the use of such vehicle. Executive shall be required
      to
      account for all costs of use of such automobile in the manner prescribed by
      the
      Board.

     

    
      	
              4.

            	
              PAYMENTS
                TO EXECUTIVE UPON AN EVENT OF
                TERMINATION

            


    

     

    (a)          
      Upon
      the
      occurrence of an Event of Termination (as herein defined) during Executive’s
      term of employment under this Agreement, the provisions of this Section shall
      apply. As used in this Agreement, an “Event of Termination” shall mean and
      include any one or more of the following: 

     

    
      	 	
              (i)

            	
              the
                termination by the Bank of Executive’s full-time employment hereunder for
                any reason other than following a Change in Control, as defined in
                Section
                5(a) hereof, or termination for Cause, as defined in Section 8 hereof,
                or
                upon Retirement as defined in Section 7 hereof, or for Disability
                as set
                forth in Section 6 hereof; and 

            


    

     

    
      	 	
              (ii)

            	
              Executive’s
                resignation from the Bank’s employ, upon any (A) failure to elect or
                reelect or to appoint or reappoint Executive as President and Chief
                Executive Officer of the Bank, unless consented to by Executive,
                (B)
                material change in Executive’s function, duties, or responsibilities,
                which change would cause Executive’s position to become one of lesser
                responsibility, importance, or scope from the position and attributes
                thereof described in Section 1 above, to which Executive has not
                agreed in
                writing (and any such material change shall be deemed a continuing
                breach
                of this Agreement), (C) relocation of Executive’s principal place of
                employment by more than 30 miles from its location at the effective
                date
                of the Agreement, or a material reduction in the benefits and perquisites
                to Executive from those being provided as of the effective date of
                this
                Agreement (unless such reduction is part of a reduction in benefits
                to all
                employees of the Bank in connection with a bankwide benefit plan),
                (D) liquidation or dissolution of the Bank, or (E) material breach of
                this Agreement by the Bank. 

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    Upon
      the
      occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (E)
      above, Executive shall have the right to elect to terminate his employment
      under
      this Agreement by resignation upon not less than thirty (30) days prior written
      notice given within a reasonable period of time (not to exceed, except in case
      of a continuing breach, four calendar months) after the event giving rise to
      said right to elect, which termination by Executive shall be an Event of
      Termination. Notwithstanding the preceding sentence, in the event of a
      continuing breach of this Agreement by the Bank, Executive, after giving due
      notice within the prescribed time frame of an initial event specified above,
      shall not waive any rights solely under this Agreement and this Section by
      virtue of the fact that Executive has submitted his resignation but has remained
      in the employment of the Bank and is engaged in good faith discussions to
      resolve any occurrence of an event described in clauses (A), (B), (C), (D)
      or
      (E) above.

     

    (b)          
      Upon
      the
      occurrence of an Event of Termination, the Bank shall pay Executive, or, in
      the
      event of his subsequent death, his beneficiary or beneficiaries, or his estate,
      as the case may be, as severance pay or liquidated damages, or both, a cash
      amount equal to the greater of the payments due for the remaining term of the
      Agreement, or one (1) times the sum of: (i) the highest annual rate of Base
      Salary paid to Executive at any time under this Agreement, and (ii) the
      greater of (x) the average annual cash bonus paid to Executive with respect
      to
      the three (3) completed fiscal years prior to the Event of Termination, or
      (y)
      the cash bonus paid to Executive with respect to the fiscal year ended prior
      to
      the Event of Termination; provided
      however, that
      if
      the Bank is not in compliance with its minimum capital requirements or if such
      payments would cause the Bank’s capital to be reduced below its minimum capital
      requirements, such payments shall be deferred until such time as the Bank is
      in
      capital compliance; and provided
      further,
      that in
      no event shall total severance compensation from all sources exceed ne (1)
      times
      Executive’s average annual compensation over the five (5) fiscal years preceding
      the fiscal year in which the termination of employment occurs (for purposes
      of
      this provision and only for purposes of this provision, compensation shall
      mean
      any payment of money or provision of any other thing of value in consideration
      of employment, including, without limitation, base salary, commissions, bonuses,
      pension and profit sharing plans, severance payments, retirement, director
      or
      committee fees, fringe benefits, and the payment of expense items without
      accountability or business purpose or that do not meet the Internal Revenue
      Service (“IRS”) requirement for deductibility by the Bank). The present value of
      the payment required hereunder shall be made in a lump sum within thirty (30)
      days following Executive’s termination of employment, or, if Code Section 409A
      is applicable, on the first day of the seventh full month following Executive’s
      termination of employment. For these purposes, present value shall be determined
      using the applicable federal rate under Section 1274(d) of the Internal Revenue
      Code (“Code”). Such payments shall not be reduced in the event Executive obtains
      other employment following termination of employment.

     

    (c)          
      Upon
      the
      occurrence of an Event of Termination, the Bank will cause to be continued
      at
      the Bank’s expense, life, medical, dental and disability insurance coverage
      substantially identical to the coverage maintained by the Bank for Executive
      prior to his termination, except to the extent such coverage may be changed
      in
      its application to all Bank employees. Such coverage shall cease thirty-six
      (36)
      months following the Event of Termination.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    
      	
              5.

            	
              CHANGE
                IN CONTROL

            


    

     

    (a)          
      No
      benefit shall be payable under this Section 5 unless there shall have been
      a
      Change in Control, as set forth below. For purposes of this Agreement, a “Change
      in Control” shall mean a change in control of the Bank or the Bank’s mid-tier
      holding company (the “Company”) or mutual holding company (the “MHC”), of a
      nature that: (i) would be required to be reported in response to Item 1(a)
      of
      the current report on Form 8-K, as in effect on the date hereof, pursuant to
      Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”);
      or (ii) without limitation such a Change in Control shall be deemed to have
      occurred at such time as (a) any “person” (as the term is used in Sections 13(d)
      and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined
      in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities
      of
      the Bank or the Company representing 25% or more of the combined voting power
      of
      Bank’s or the Company’s outstanding securities except for any securities
      purchased by the Bank’s employee stock ownership plan or trust; or (b)
      individuals who constitute the Board on the date hereof (the “Incumbent Board”)
      cease for any reason to constitute at least a majority thereof, provided
      that any
      person becoming a director subsequent to the date hereof whose election was
      approved by a vote of at least three-quarters of the members of the entire
      Board
      of Directors then in office shall be considered, for purposes of this
      clause (b), as though he were a member of the Incumbent Board; or (c) a
      plan of reorganization, merger, consolidation, sale of all or substantially
      all
      the assets of the Bank or the Company or similar transaction in which the Bank
      or Company is not the surviving institution occurs; or (d) a proxy statement
      soliciting proxies from stockholders of the Bank or the Company, by someone
      other than the current management of the Company, seeking stockholder approval
      of a plan of reorganization, merger or consolidation of the Bank or the Company
      or similar transaction with one or more corporations as a result of which the
      outstanding shares of the class of securities then subject to the plan are
      exchanged for or converted into cash or property or securities not issued by
      the
      Company; or (e) a tender offer is made for 25% or more of the voting securities
      of the Bank or the Company, and the shareholders owning beneficially or of
      record 25% or more of the outstanding securities of the Bank or the Company
      have
      tendered or offered to sell their shares pursuant to such tender offer and
      such
      tendered shares have been accepted by the tender offeror. Notwithstanding
      anything in this sub-section to the contrary, a Change in Control shall not
      be
      deemed to have occurred upon the issuance of common stock by the Company in
      a
      minority stock offering, or upon conversion of the Company’s mutual holding
      company parent to stock form, or in connection with any reorganization used
      to
      effect such a conversion.

     

    (b)          
      If
      any of
      the events described in Section 5(a) hereof constituting a Change in Control
      shall have occurred, Executive shall be entitled to the benefits provided in
      paragraphs (c) and (d) of this Section 5 upon his subsequent termination of
      employment at any time during the term of this Agreement (regardless of whether
      such termination results from his resignation or his dismissal).

     

    (c)          
      Upon
      the
      occurrence of a Change in Control, Executive, or, in the event of his subsequent
      death (subsequent to such termination), his beneficiary or beneficiaries, or
      his
      estate, as the case may be, shall receive as severance pay or liquidated
      damages, or both, an amount equal to three times the sum of: (i) the highest
      annual rate of Base Salary paid to Executive at any time under this Agreement,
      and (ii) the greater of (x) the average annual cash bonus paid to Executive
      with respect to the three completed fiscal years prior to the termination,
      or
      (y) the cash bonus paid to Executive with respect to the fiscal year ended
      prior
      to the termination; provided
      however, that
      if
      the Bank is not in compliance with its minimum capital requirements or if such
      payments would cause the Bank’s capital to be reduced below its minimum capital
      requirements, such payments shall be deferred until such time as the Bank is
      in
      capital compliance; and provided
      further
      that in
      no event shall total severance compensation from all sources exceed three times
      Executive’s average annual compensation over the five fiscal years preceding the
      fiscal year in which the termination of employment occurs (for purposes of
      this
      provision and only for purposes of this provision, compensation shall mean
      any
      payment of money or provision of any other thing of value in consideration
      of
      employment, including, without limitation, base salary, commissions, bonuses,
      pension and profit sharing plans, severance payments, retirement, director
      or
      committee fees, fringe benefits, and the payment of expense items without
      accountability or business purpose or that do not meet the IRS requirement
      for
      deductibility by the Bank). The foregoing severance/liquidated damages
      payment(s), as well as all other benefits described in this Agreement that
      would
      be payable upon a Change in Control, shall be made to Executive’s surviving
      spouse, or if no surviving spouse, to his estate, in the event that the Company
      or the Bank enters into an agreement that would cause a Change in Control of
      the
      Bank, and Executive dies after such agreement is executed but prior to
      consummation of the Change in Control, which payments shall commence upon,
      and
      shall be contingent upon, the actual consummation of the Change in Control.
      The
      present value of the payment required hereunder shall be made in a lump sum
      within thirty (30) days following Executive’s termination of employment, or, if
      Code Section 409A is applicable, on the first day of the seventh full month
      following Executive’s termination of employment. For these purposes, present
      value shall be determined using the applicable federal rate under Section
      1274(d) of the Internal Revenue Code (“Code”).

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    (d)          
      Upon
      the
      occurrence of a Change in Control followed by the termination of Executive’s
      employment, the Bank will cause to be continued at the Bank’s expense life,
      health and disability insurance coverage substantially identical to the coverage
      maintained by the Bank for Executive prior to the Change in Control, except
      to
      the extent such coverage is changed in its application to all employees of
      the
      Bank. Such coverage shall cease thirty-six (36) months from the date of
      Executive’s termination of employment.

     

    (e)          
      Notwithstanding
      the preceding paragraphs of this Section 5, in no event shall the aggregate
      payments or benefits to be made or afforded to the Executive under said
      paragraphs (the “Termination Benefits”) constitute an “excess parachute payment”
under Section 280G of the Code or any successor thereto, and in order to avoid
      such a result, Termination Benefits will be reduced, if necessary, to an amount
      (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less
      than an amount equal to three (3) times the Executive’s “base amount,” as
      determined in accordance with said Code Section 280G. The allocation of the
      reduction required hereby among Termination Benefits provided by the preceding
      paragraphs of this Section 5 shall be determined by the Executive.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    
      	
              6.

            	
              DISABILITY
                OR DEATH

            


    

     

    (a)          
      If
      (A)
      Executive is unable to perform his duties hereunder by reason of incapacity
      or
      illness and Executive shall have been absent from his duties with the Bank
      on a
      full-time basis for six (6) months within any twelve (12) month period, or
      (B)
      Executive becomes “Totally Disabled,” the Bank may terminate Executive’s
      employment for “Disability.” Termination for Disability shall be determined by a
      majority of the disinterested directors of the Board, and shall be effective
      thirty (30) days after written notice of such termination is given to Executive.
      If Executive resumes his duties on a full-time basis within thirty (30) days
      after the Bank gives notice of termination pursuant to this Section 6(a) and
      Executive continues to perform such duties on a full-time basis for four (4)
      consecutive weeks thereafter, this Agreement shall continue in full force and
      effect without a reduction in Base Salary and other benefits, and the notice
      of
      termination shall be considered to be null and void and of no
      effect.

     

    (b)          
      “Totally
      Disabled” shall mean a mental or physical condition which in the reasonable
      opinion of the disinterested members of the Board renders Executive unable
      or
      incompetent to properly carryout the job responsibilities attendant to
      Executive’s position and office under this Agreement. If any controversy arises
      as to whether Executive is Totally Disabled, the Board may require that
      Executive be examined by a physician and, in such case, the decision of such
      physician shall be conclusive and binding on all parties. The examining
      physician shall be selected by the Board. Notwithstanding anything to the
      contrary herein, if at the time that the Executive is determined to be “Totally
      Disabled,” counsel to the Bank determines that Section 409A of the Internal
      Revenue Code (“Code”) applies to the disability benefit paid to the Executive,
      then the term “Totally Disabled” shall mean “disability” within the meaning of
      Code Section 409A.

     

    (c)          
      In
      the
      event the Bank terminates Executive’s employment due to Disability, the Bank
      will:

     

    (1)          
      Pay
      Executive, or cause Executive to be paid under a disability insurance plan,
      as
      disability pay, a bi-weekly payment equal to the 65% of Executive’s monthly rate
      of Base Salary on the effective date of such termination. These disability
      payments shall commence on the effective date of Executive’s termination and
      will end on the earlier (1) the date Executive returns to the full-time
      employment of the Bank in the same capacity as he was employed prior to his
      termination for Disability; (ii) Executive’s full-time employment by another
      employer; (iii) three (3) years from the effective date of Executive’s
      termination; (iv) Executive attaining the age of 65; or (v) Executive’s death.
      If Executive is covered by a disability insurance policy purchased by the Bank
      for Executive’s benefit, any payments required by this Section 6 shall be
      satisfied first through the benefits paid to Executive under said policy, and
      the Bank will be responsible only for payments required hereunder that are
      in
      excess of the policy limits.

     

    (2)          
      Cause
      to
      be continued life and health care coverage substantially identical to the
      coverage maintained by the Bank for Executive prior to his termination for
      Disability, except to the extent such coverage may be changed in its application
      to all Bank employees. This coverage shall cease upon the termination of
      payments to Executive under Section 6(c)(1) above.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    (d)          
      In
      the
      event of Executive’s death during the term of the Agreement, his estate, legal
      representatives or named beneficiaries (as directed by executive in writing)
      shall be paid Executive’s Base Salary as defined in paragraph 3(a) at the rate
      in effect at the time of Executive’s death for a period of one (1) year from the
      date of Executive’s death, and the Bank will continue to provide medical, dental
      and other insurance benefits normally provided for Executive’s family for one
      (1) year after Executive’s death.

     

    
      	
              7.

            	
              TERMINATION
                UPON RETIREMENT

            


    

     

    Termination
      by the Bank of Executive based on “Retirement” shall mean termination for any
      reason of Executive’s employment on or after age 65 or in accordance with any
      retirement policy established with Executive’s consent with respect to him. Upon
      termination of Executive upon Retirement, Executive shall be entitled to all
      benefits under any retirement plan of the Bank and other plans to which
      Executive is a party, but Executive shall not be entitled to any payments or
      benefits that would be due as a result of an Event of Termination under Section
      4 hereof.

     

    
      	
              8.

            	
              TERMINATION
                FOR CAUSE

            


    

     

    The
      term
“Termination for Cause” shall mean termination by a vote of at least a majority
      of the entire membership of the Board because of Executive’s personal
      dishonesty, incompetence, willful misconduct, any breach of fiduciary duty
      involving personal profit, intentional failure to perform stated duties, willful
      violation of any law, rule, or regulation (other than traffic violations or
      similar offenses) or final cease-and-desist order, the willful commission of
      any
      act that in the judgment of the Board would likely cause substantial economic
      damage to the Bank or the Company or substantial injury to the business
      reputation of the Bank or the Company, or material breach of any provision
      of
      this Agreement. Executive shall not have the right to receive compensation
      or
      other benefits for any period after Termination for Cause

     

    
      	
              9.

            	
              NOTICE

            


    

     

    (a)          
      Any
      termination by the Bank or the Executive shall be communicated by Notice of
      Termination to the other party. For purposes of this Agreement, a “Notice of
      Termination” shall mean a written notice which shall: indicate the specific
      termination provision in this Agreement relied upon; in the case of Termination
      for Cause, include a copy of a resolution duly adopted by the affirmative vote
      of not less than a majority of the entire membership of the Board; and, set
      forth in reasonable detail the facts and circumstances claimed to provide a
      basis for termination of employment under the provision so indicated. “Date of
      Termination” shall mean the date of the Notice if Termination. If, within thirty
      (30) days after any Notice of Termination for Cause is given, the party
      receiving the Notice of Termination notifies the other party that a dispute
      exists concerning the termination, the parties shall promptly proceed to
      arbitration. Executive’s services with the Bank shall be suspended pending
      resolution of such dispute by arbitration, and the Bank shall discontinue to
      pay
      Executive compensation until the dispute is finally resolved in accordance
      with
      this Agreement. If it is determined that Executive is entitled to compensation
      and benefits under Sections 4 or 5 of this Agreement, the payment of such
      compensation and benefits by the Bank shall commence immediately following
      the
      date of resolution by arbitration, with interest due Executive on the cash
      amount that would have been paid pending arbitration (at the prime rate as
      published in The
      Wall Street Journal from
      time
      to time).

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

    

    
      	
              10.

            	
              POST-TERMINATION
                OBLIGATIONS

            


    

     

    (a)          
      As
      a
      material inducement for the Bank to enter into this Agreement, upon termination
      of this Agreement for any reason, other than the reasons set forth in Sections
      5
      or 6 of this Agreement, for a period of two (2) years from the Date of
      Termination (one year from the termination of the Agreement as a result of
      a
      Change in Control) Executive shall not at any time or place, either directly
      or
      indirectly, engage in any business or activity in competition with the business
      of the Bank, or be a director, officer or employee or consultant to any bank,
      savings bank, savings association or credit union, operating in Monroe County,
      if such entity has assets of less than $1.0 billion.

     

    (b)          
      All
      payments and benefits to Executive under this Agreement shall be subject to
      Executive’s compliance with paragraph (c) of this Section 10 during the term of
      this Agreement and for one (1) full year after the expiration or termination
      hereof.

     

    (c)          
      Executive
      shall, upon reasonable notice, furnish such information and assistance to the
      Bank as may reasonably be required by the Bank in connection with any litigation
      in which it or any of its subsidiaries or affiliates is, or may become, a
      party.

     

    (d)          
      Executive
      recognizes and acknowledges that the knowledge of the business activities and
      plans for business activities of the Bank and affiliates thereof, as it may
      exist from time to time, is a valuable, special and unique asset of the business
      of the Bank. Executive will not, during or after the term of his employment,
      disclose any knowledge of the past, present, planned or considered business
      activities of the Bank or affiliates thereof to any person, firm, corporation,
      or other entity for any reason or purpose whatsoever (except for such disclosure
      as may be required to be provided to the Office of Thrift Supervision (“OTS”),
      the Federal Deposit Insurance Corporation (“FDIC”), or other federal banking
      agency with jurisdiction over the Bank or Executive). Notwithstanding the
      foregoing, Executive may disclose any knowledge of banking, financial and/or
      economic principles, concepts or ideas which are not solely and exclusively
      derived from the business plans and activities of the Bank, and Executive may
      disclose any information regarding the Bank which is otherwise publicly
      available. In the event of a breach or threatened breach by Executive of the
      provisions of this Section 10, the Bank will be entitled to an injunction
      restraining Executive from disclosing, in whole or in part, the knowledge of
      the
      past, present, planned or considered business activities of the Bank or
      affiliates thereof, or from rendering any services to any person, firm,
      corporation, other entity to whom such knowledge, in whole or in part, has
      been
      disclosed or is threatened to be disclosed. Nothing herein will be construed
      as
      prohibiting the Bank from pursuing any other remedies available to the Bank
      for
      such breach or threatened breach, including the recovery of damages from
      Executive.

     

    
      	
              11.

            	
              EFFECT
                ON PRIOR AGREEMENTS AND EXISTING BENEFITS
                PLANS

            


    

     

    This
      Agreement contains the entire understanding between the parties hereto and
      supersedes any prior employment agreement between the Bank or any predecessor
      of
      the Bank and Executive, except that this Agreement shall not affect or operate
      to reduce any benefit or compensation inuring to Executive of a kind elsewhere
      provided. No provision of this Agreement shall be interpreted to mean that
      Executive is subject to receiving fewer benefits than those available to him
      without reference to this Agreement.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

    

    
      	
              12.

            	
              NO
                ATTACHMENT

            


    

     

    (a)          
      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 affect any such action shall be null, void, and of no
      effect.

     

    (b)          
      This
      Agreement shall be binding upon, and inure to the benefit of, Executive and
      the
      Bank and their respective successors and assigns.

     

    
      	
              13.

            	
              MODIFICATION
                AND WAIVER

            


    

     

    (a)          
      This
      Agreement may not be modified or amended except by an instrument in writing
      signed by the parties hereto.

     

    (b)          
      No
      term
      or condition of this Agreement shall be deemed to have been waived, nor shall
      there be any estoppel against the enforcement of any provision of this
      Agreement, except by written instrument of the party charged with such waiver
      or
      estoppel. No such written waiver shall be deemed a continuing waiver unless
      specifically stated therein, and each such waiver shall operate only as to
      the
      specific term or condition waived and shall not constitute a waiver of such
      term
      or condition for the future as to any act other than that specifically
      waived.

     

    
      	
              14.

            	
              REQUIRED
                PROVISIONS

            


    

     

    (a)          
      The
      Bank’s Board of Directors may terminate Executive’s employment at any time, but
      any termination by the Bank’s Board of Directors, other than Termination for
      Cause, shall not prejudice Executive’s right to compensation or other benefits
      under this Agreement. Executive shall not have the right to receive compensation
      or other benefits for any period after Termination for Cause as defined in
      Section 8 hereinabove. 

     

    (b)          
      If
      Executive is suspended from office and/or temporarily prohibited from
      participating in the conduct of the Bank’s affairs by a notice served under
      Section 8(e)(3) (12 U.S.C. §§ 1818(e)(3)) or 8(g) (12 U.S.C. § 1818(g)) of the
      Federal Deposit Insurance Act, as amended by the Financial Institutions Reform,
      Recovery and Enforcement Act of 1989 (the “FDI Act”), the Bank’s obligations
      under this Agreement shall be suspended as of the date of service, unless stayed
      by appropriate proceedings. If the charges in the notice are dismissed, the
      Bank
      may in its discretion (i) pay Executive all or part of the compensation withheld
      while their contract obligations were suspended and (ii) reinstate (in whole
      or
      in part) any of the obligations which were suspended.

     

    (c)          
      If
      Executive is removed and/or permanently prohibited from participating in the
      conduct of the Bank’s affairs by an order issued under Section 8(e) (12 U.S.C.
§§ 1818(e)) or 8(g) (12 U.S.C. § 1818(g)) of the FDI Act, all obligations of the
      Bank under this Agreement shall terminate as of the effective date of the order,
      but vested rights of the contracting parties shall not be affected.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

    

    (d)          
      If
      the
      Bank is in default as defined in Section 3(x) (12 U.S.C. § 1813(x)(1)) of the
      FDI Act, all obligations of the Bank under this Agreement shall terminate as
      of
      the date of default, but this paragraph shall not affect any vested rights
      of
      the contracting parties.

     

    (e)          
      All
      obligations of the Bank under this Agreement shall be terminated, except to
      the
      extent determined that continuation of the contract is necessary for the
      continued operation of the institution, (i) by the Director, at the time the
      FDIC or the Resolution Trust Corporation enters into an agreement to provide
      assistance to or on behalf of the Bank; or (ii) by the OTS at the time the
      OTS
      or its Regional Director approves a supervisory merger to resolve problems
      related to the operations of the Bank or when the Bank is determined by the
      OTS
      or FDIC to be in an unsafe or unsound condition. Any rights of the parties
      that
      have already vested, however, shall not be affected by such action.

     

    (f)          
      Any
      payments made to Executive pursuant to this Agreement, or otherwise, are subject
      to and conditioned upon their compliance with 12 USC Section 1828(k) and any
      regulations promulgated thereunder.

     

    
      	
              15.

            	
              SEVERABILITY

            


    

     

    If,
      for
      any reason, any provision of this Agreement, or any part of any provision,
      is
      held invalid, such invalidity shall not affect any other provision of this
      Agreement or any part of such provision not held so invalid, and each such
      other
      provision and part thereof shall to the full extent consistent with law continue
      in full force and effect.

     

    
      	
              16.

            	
              HEADINGS
                FOR REFERENCE ONLY

            


    

     

    The
      headings of sections and paragraphs herein are included solely for convenience
      of reference and shall not control the meaning or interpretation of any of
      the
      provisions of this Agreement.

     

    
      	
              17.

            	
              GOVERNING
                LAW

            


    

     

    This
      Agreement shall be governed in all respects, including validity, construction,
      capacity and performance, by the laws of the State of New York, but only to
      the
      extent not superseded by federal law.

     

    
      	
              18.

            	
              ARBITRATION

            


    

     

    Any
      dispute or controversy arising under or in connection with this Agreement shall
      be settled exclusively by arbitration, conducted before a panel of three
      arbitrators sitting in a location selected by the Bank within fifty (50) miles
      of Fairport, New York, in accordance with the rules of the American Arbitration
      Association then in effect. In the event the need for arbitration arises the
      Bank shall select one arbitrator and the Executive shall select one arbitrator.
      The arbitrators selected by the parties shall select a third arbitrator. The
      arbitrators shall not have any authority to add to or modify the provisions
      of
      this Agreement in any way. Judgment may be entered on the arbitrators’ award in
      any court having jurisdiction.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

       

    

    
      	
              19.

            	
              PAYMENT
                OF FEES AND EXPENSES

            


    

     

    In
      the
      event of any dispute between the Executive and the Bank regarding this
      Agreement, whether instituted by formal legal proceedings or otherwise,
      including any action taken by Executive in defending against any action taken
      by
      the Bank, the prevailing party shall be reimbursed for all costs and expenses,
      including reasonable attorney’s fees, arising from such dispute, proceedings or
      actions. In the event of a settlement of such dispute, each party shall bear
      its
      own costs and expenses. Any reimbursement owed under this Section 19 shall
      be
      paid within ten (10) days of the furnishing to the non-prevailing party of
      written evidence of any costs or expenses incurred by the prevailing
      party.

     

    
      	
              20.

            	
              INDEMNIFICATION

            


    

     

    The
      Bank
      shall provide Executive (including his heirs, executors and administrators)
      with
      coverage under a standard directors’ and officers’ liability insurance policy at
      its expense, and shall indemnify Executive (and his heirs, executors and
      administrators) to the fullest extent permitted under federal law against all
      expenses and liabilities reasonably incurred by him in connection with or
      arising out of any action, suit or proceeding in which he may be involved by
      reason of his having been a director or officer of the Bank (whether or not
      he
      continues to be a director or officer at the time of incurring such expenses
      or
      liabilities), such expenses and liabilities to include, but not be limited
      to,
      judgments, court costs and attorneys’ fees and the cost of reasonable
      settlements (such settlements must be approved by the Board of Directors of
      the
      Bank). The obligations of the Bank under this Section 20 shall be subject to
      12
      C.F.R. § 545.121.

     

    
      	
              21.

            	
              SUCCESSOR
                TO THE BANK

            


    

     

    The
      Bank
      shall require any successor or assignee, whether direct or indirect, by
      purchase, merger, consolidation or otherwise, to all or substantially all the
      business or assets of the Bank, expressly and unconditionally to assume and
      agree to perform the Bank’s obligations under this Agreement, in the same manner
      and to the same extent that the Bank would be required to perform if no such
      succession or assignment had taken place.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    SIGNATURES

     

    IN
      WITNESS WHEREOF, the Bank has caused this Agreement to be executed by its duly
      authorized officer, and Executive has signed this Agreement, on the day and
      date
      first above written.

     

    
      	 	 	 
	ATTEST:	
              FAIRPORT
                SAVINGS BANK

            
	 
 	 
 	 
 
	/s/
              Leslie J. Zornow	By:  	/s/ D.
              Lawrence Keef
	
              

              Secretary

            	
              

              Chairman
                of the Board

            


    

     

    
      	 	 	 
	WITNESS:	
              EXECUTIVE:

            
	 
 	 
 	 
 
	/s/
              Kathy Tuff	By:  	/s/ Dana
              C.
              Gavenda
	
              

            	
              

              Dana
                Gavenda

            


    

        

    
      
        
        

      

      
        13