ex10-2.htm


    


    Exhibit
      10.2

    


    RETENTION
      BONUS AGREEMENT

     

    


    This
      Agreement is made as of the 2nd
      day of  January
      2008 by and between Wilber National Bank, a national corporation with its
      principal office in Oneonta, N.Y. 13820 (the "Bank") and Brian M. Bisaccio, a
      resident of  Manlius, New York 13104  (the
      "Employee").

     

    The
      Bank
      and employee agree that the execution of this agreement by both parties shall
      terminate and render void any previous Retention Bonus Agreements that may
      have
      been in effect on the date hereof.

     

     

    
      	
              RECITALS
                

            


    

     

     

    
      	
              A.

            	
              The
                Bank is a wholly owned subsidiary of The Wilber Corporation, a New
                York corporation
                and
                registered bank holding company with its principal office in Oneonta,
                N.Y.
                13820 (the "Holding Company"). 

            


    

     

    
      	
              B.

            	
              The
                Bank and the Employee acknowledge the ownership consolidation that
                is
                occurring in the financial institutions industry, particularly among
                community banks, and the Bank and Employee acknowledge that at some
                point
                it may be appropriate for the Holding Company and/or the Bank to
                participate in this industry consolidation.


            


    

     

    
      	
              C.

            	
              The
                Bank recognizes the value of the Employee's services to the Bank
                and
                desires to insure that the Employee has adequate incentive to continue
                in
                the employment with the Bank in his/her present position or in a
                similar
                position with enhanced responsibilities.


            


    

     

    
      	
              D.

            	
              Given
                the current consolidation occurring within the financial institutions
                industry, the Employee desires to continue in the employment of the
                Bank
                with appropriate financial incentives.


            


    

    
 

    NOW,
      THEREFORE, in consideration of the foregoing Recitals and of the promises and
      mutual agreements set forth below, and for other good and valuable
      consideration, the receipt and sufficiency of which are acknowledged, the Bank
      and Employee agree as follows:

     

    
      	
               

            	
              1
                .

            	
              Definitions.  For
                purposes of this Agreement, the following terms shall have the meanings
                indicated: 

            


    

     

    
      	
              (a)

            	
              "Misconduct":
                

            


    

     

    
      	
              (i)

            	
              the
                willful and continued failure of the Employee to substantially perform
                his/her duties with the Bank (other than any such failure resulting
                from
                incapacity due to physical or mental illness) after a written demand
                for
                substantial performance is delivered to the Employee which specifically
                identifies the manner in which the Employee has not substantially
                performed his/her duties; 

            


    

     

    
      	
              (ii)

            	
              the
                willful engaging by the Employee in illegal conduct or gross misconduct
                that is materially and demonstrably injurious to the Bank;
                

            


    

     

    
      	
              (iii)

            	
              personal
                dishonesty or breach of fiduciary duty to the Bank that in either
                case was
                intended to result in personal profit to the Employee at the expense
                of
                the Bank; 

            


    

     

    
      	
              (iv)

            	
              willful
                violation of any law, rule, or regulation (other than traffic violations,
                misdemeanors or similar offenses) or cease-and-desist order, court
                order,
                judgment or supervisory agreement which violation is materially and
                demonstrably injurious to the Bank;


            


    

     

    
      	
              (v)

            	
              the
                Employee directly or indirectly, alone or as a member of a partnership,
                or
                as an officer, director, member or principal shareholder of any other
                entity, engages in or is concerned with any other commercial duties
                or
                pursuits whatsoever that might conflict with the Bank's business,
                or
                materially affect the Employee's ability to perform his duties or
                create
                an appearance of conflict, except as may be approved in writing by
                the
                President. 

            


    

     

    
      	
              (b)

            	
              "Change
                in Control": 

            


    

     

    For
      purposes of this Agreement, a
      change in Control shall be deemed to have occurred (unless Employee shall have
      agreed in writing to the contrary) if (i) there shall be consummated (x) any
      consolidation or merger of the Holding Company or of Bank in which Holding
      Company or Bank is not the continuing or surviving corporation or pursuant
      to
      which shares of Holding Company's or Bank's Common Stock would be converted
      into
      cash, securities or other property, other than a merger of the Holding Company
      or of Bank in which the holders of the Holding Company's or Bank's Common Stock
      immediately prior

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    to
      the
      merger have the same proportionate ownership of Common Stock of the surviving
      corporation immediately after the merger, or (y) any sale, lease, exchange
      or
      other transfer (in one transaction or a series of related
      transactions)  of all, or substantially all, of the assets of the
      Holding Company or of Bank, or (ii) the stockholders of the Holding Company
      or
      of Bank approved any plan or proposal for the liquidation or dissolution of
      the
      Holding Company or of Bank, or   (iii) any person  (as
      defined above), other than the Holding Company, shall become the beneficial
      owner (as defined above) of 50% or more of Bank's outstanding Common
      Stock.

     

    
      	
              (c)

            	
              "Coincident
                With" shall mean any time within nine months prior to the consummation
                of
                a Change in Control. 

            


    

     

    
      	
              (d)

            	
              "Current
                Annual Salary" for exempt personnel shall mean current gross annual
                salary, excluding incentive payments, profit sharing payments and
                commissions. "Current Annual Salary" for non-exempt personnel shall
                mean
                an amount determined by multiplying the current hourly rate times
                1950
                hours, and excludes incentive payments, profit sharing payments and
                commissions. 

            


    

     

    
      	
              2.

            	
              Change
                in Control and Retention
                Bonus.  If a Change in Control is consummated and on the
                date of the consummation of the Change in Control, the Employee is
                employed by Bank (in a position having the same level of responsibilities
                as the position that employee held on the date hereof (or in a similar
                position with enhanced responsibilities), Bank or its successor shall
                pay
                to the Employee in a lump sum, in cash, within five days following
                the
                date of the Change in Control, a Retention Bonus of  100%
                of his/her
                Current Annual Salary as defined above in paragraph 1(d).
                

            


    

     

    
      	
              2.1

            	
              If
                the lump sum payment under this Section 2, either alone or together
                with
                other payments, which the Employee has the right to receive from
                the
                Company, would constitute a "parachute payment", as defined in Section
                28OG of the Internal Revenue Code of 1986, as amended, (the "Code"),
                such
                lump sum payment shall be reduced to the largest amount as will result
                in
                no portion of the lump sum payment under this Section 2 being subject
                to
                the excise tax imposed by Section 4999 of the Code. The determination
                of
                any reduction in the lump sum payment under this Section 2, pursuant
                to
                the foregoing provision, shall be made by the Company in good faith.
                

            


    

     

    
      	
              2.2

            	
              The
                Bank and employee acknowledges that pursuant to Section 10.4,
                “Termination”, of the current Personnel Handbook of the Bank, current or
                as amended, Employee may be entitled to receive certain benefits
                if the
                Employee's services are terminated.  Nothing contained herein is
                intended to alter these benefits in the event of termination.
                

            


    

     

    
      	
              3.

            	
              Termination
                by Company not for
                Misconduct, Coincident with a Change in Control.  If
                coincident with a change in control, unless in furtherance of a Business
                Plan adopted in good faith, earlier than nine months of a change
                in
                control, and in the event the Employee's employment is terminated
                by
                action of the Bank not for Misconduct, Coincident With a Change in
                Control, and the Employee at the date of termination held a position
                having the same level of responsibilities as the position
                

            


    

     

    Employee
      held on the date hereof (or held a similar position with enhanced
      responsibilities), the Bank shall pay the Employee within five days following
      the consummation of the Change in Control, the same Retention Bonus in amount
      and manner described in Section 2 above.  In the event of the
      Employee's termination pursuant to this Section 3, the Employee shall not be
      subject to the non-compete restriction described in Section 4 below.

     

    
      	
              4.

            	
              Termination
                of Employment by
                Employee/Non-Competition Agreement.  In the event the
                Employee voluntarily terminates his own employment within six (6)months
                of the date of consummation of the Change in Control and subsequent
                to
                receipt of the Retention Bonus provided for in paragraph 2 above,
                the
                Employee agrees not to compete, directly or indirectly, with the
                Bank or
                any successor as an employee, officer, director, independent contractor,
                consultant, or shareholder of any financial services company or any
                other
                entity providing financial services, including but not limited to
                lending,
                securities, brokerage, trust or insurance products or services within
                a
                (75)
                mile
                radius of the main office of the Bank, or such other office of the
                Bank at
                which such Employee was physically located during the majority of
                Employee's work tenure for the Bank, for a period of  90
                days
                following the date of such termination.


            


    

     

    
      	
              5.

            	
              Withholding. All
                payments made
                by the Bank hereunder to the Employee shall be subject to the withholding
                of such amounts, if any, relating to tax and other payroll deductions
                as
                the Bank may reasonably determine should be withheld pursuant to
                any
                applicable law or regulation. 

            


    

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    
      	
              6.

            	
              Non-Disclosure.  During
                the term of his/her employment with the Bank, or at any time thereafter,
                the Employee shall not disclose or use (except in the course of his
                employment hereunder) any Bank customer information or any confidential
                or
                proprietary information or data of the Bank or the Holding Company
                or any
                of their subsidiaries or affiliates, including any such information
                with
                respect to a sale or merger of the Bank or Holding Company, regardless
                of
                whether such information or data is embodied in writing or other
                physical
                form. 

            


    

     

    
      	
              7.

            	
              Successors;
                Binding
                Agreement.  This Agreement shall be binding upon and
                inure to the benefit of the Bank and the Employee and their respective
                successors, assigns, personal or legal representatives, executors,
                administrators, heirs, distributees, devisees and legatees.  If
                the Employee should die while any amount would still be payable to
                him
                hereunder if he had continued to live, all such amounts shall be
                paid in
                accordance with the terms of this Agreement to his devisee, legatee
                or
                other designee, or if there be no such designee, to the Employee's
                estate.
                

            


    

     

    
      	
              8.

            	
              Modification,
                Waiver or
                Discharge.  No provision of this Agreement may be
                modified, waived or discharged unless such waiver, modification or
                discharge is agreed to in writing and signed by the Employee and
                authorized officers of the Bank.  No waiver by any party hereto
                at any time of any breach by the other party hereto of, or compliance
                

            


    

     

    
      	
               

            	
              with,
                any condition or provision of this Agreement to be performed by such
                other
                party 

            


    

     

    
      	
               

            	
              shall
                be deemed a waiver of similar or dissimilar provisions or conditions
                at
                the same or at any prior or subsequent time. No agreements or
                representations, oral or otherwise,


            


    

     

    
      	
               

            	
              express
                or implied, with respect to the subject matter hereof have been made
                by
                either party which are not expressly set forth in this Agreement;
                provided, however, that this Agreement shall not supersede or, except
                as
                expressly set forth herein, in any way limit the rights, duties,
                or
                obligations that the Employee or the Bank may have under any
                

            


    

     

    
      	
               

            	
              other
                written agreement between such parties, under any employee pension
                benefit
                plan, or employee welfare benefit plan as defined in the Employee
                Retirement Income Security Act of 1974 as amended, of the Bank, or
                under
                any established personnel practice or policy applicable to the Employee.
                

            


    

     

    
      	
              9.

            	
              Termination
of
                Agreement.  Notwithstanding any other provisions of this
                Agreement, the rights, duties and obligations of all parties to this
                Agreement shall cease, and this Agreement shall terminate on December
                31,
                2012, provided, however, that this Agreement shall be extended
                after said date, up to nine (9) months, from the date of the first
                announcement prior to said date of an ownership consolidation which
                might
                result in a Change in Control provided further that said announced
                ownership consolidation is consummated in a Change of Control on
                a date
                within nine (9) months from the date of said announcement.
                

            


    

     

    
      	
              10.

            	
              Governing
                Law.  The validity, interpretation, construction and
                performance of this Agreement shall be governed by the laws of the
                State
                of New York to the extent federal law does not apply.
                

            


    

     

    
      	
              11.

            	
              Validity.  The
                invalidity or unenforceability of any provision of this Agreement
                shall
                not affect the validity or enforceability of the other provisions
                of this
                Agreement, which latter provisions shall remain in full force and
                effect.
                

            


    

     

    
      	
              12.

            	
              Arbitration;
                Specific
                Performance.  Any controversy or claim arising out of, or
                relating to, this Agreement or its breach, shall be settled by arbitration
                in accordance with the governing rules of the American Arbitration
                Association to be held in Oneonta, New York with New York law
                applying.  Judgment upon the award may be rendered in any court
                of competent jurisdiction.  The Bank and the Employee recognize
                that each party shall have no adequate remedy at law for breach by
                the
                other of any of the agreements contained herein, and in the event
                of any
                such breach, the Bank and the Employee hereby agree and consent that
                the
                other shall be entitled in arbitration to a decree of specific
                performance, mandamus, injunction or other appropriate remedy to
                enforce
                performance of such agreements. 

            


    

     

    
      	
              13.

            	
              Non-Assignability.  No
                right benefit or interest hereunder shall be subject to anticipation,
                alienation, sale, assignment, encumbrance, charge, pledge, hypothecation,
                or set-off in respect of any claim, debt or obligation, or to execution,
                attachment, levy or similar process, or assignment by operation of
                law.  Any attempt, voluntary or involuntary, to
                

            


    

     

    
      	
               

            	
              effect
                any action specified in the immediately preceding sentence shall,
                to the
                full extent permitted by law, be null, void and of no effect. Any
                of the
                foregoing to the contrary notwithstanding, this provision shall not
                preclude the Employee from designating one or more beneficiaries
                to
                receive any amount that may be payable after death, and shall not
                preclude
                the legal representative of the Employee's estate from transferring
                any
                right hereunder to the person or persons entitled thereto under Employee's
                will or, in the case of intestacy, as applicable, to Employee's estate.
                

            


    

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


     

    
      	
              14.

            	
              Counterparts.  This
                Agreement may be executed in one or more counterparts, each of which
                shall
                be deemed an original, but of which together will constitute one
                and the
                same instrument. 

            


    

     

    
      	
              15.

            	
              Right
                to
                Attorney.  Employee acknowledges that he/she has had the
                opportunity to consult with an attorney prior to signing this Agreement
                and that nothing contained herein will be construed against the Bank
                as
                draftsman. 

            


    

     

    
      	
              16.

            	
              Notices.  All
                notices, requests, demands and other communications provided for
                by this
                Agreement shall be in writing and shall be sufficiently given if
                and when
                mailed in the continental United States by Registered or Certified
                Mail,
                or personally delivered to the party entitled thereto at the address
                stated below or to such changed address as the addressee may have
                given by
                similar notice. 

            


    

     

    to
      the
      Bank:

     

    Chief
      Executive Officer

    Wilber
      National Bank

    245
      Main Street

    Oneonta,
      NY 13820

    


    to
      the Employee:

     

    Brian
      M.
      Bisaccio

    8222
      Penstock Way

    Manlius,
      NY  13104

    


    Executed
      and effective as of the date first above written.

     

    
      
        	 	
                WILBER
                  NATIONAL BANK

                
                

              
	 	 	 
	 	
                By:

                
                

              	
                      /s/
                  Douglas C.
                  Gulotty      

                
                

              
	 	 	 
	 	 	
                     
                  /s/ Brian M. Bisaccio     
                   

                
                

              
	 	 	
                Employee