ex10-1.htm


    Exhibit
      10.1

    


    


    This
      EMPLOYMENT AGREEMENT (the
      "Agreement") made and entered into this 2nd
      day of
      January 2008, by and
      between Brian M. Bisaccio ("Executive") and Wilber National Bank, a national
      banking corporation (“Corporation”).

    


    W
      I T N E
      S S E T H   T H A T :

    


    WHEREAS,
      Executive is the Regional
      Market President of the Corporation;

     

    WHEREAS,
      the Corporation desires to
      secure the continued employment of Executive, subject to the provisions of
      this
      Agreement; and

     

    WHEREAS,
      Executive is desirous of
      entering into the Agreement for such periods and upon the terms and conditions
      set forth herein;

    


    NOW,
      THEREFORE, in consideration of the
      premises and mutual covenants and agreements hereinafter set forth, intending
      to
      be legally bound, the parties agree as follows:

    


    1.           
      Employment;
      Responsibilities and Duties.

    


    (a)           
      The Corporation hereby agrees to employ Executive, and Executive hereby agrees
      to serve as the Regional Market President of the Corporation. Executive shall
      have such executive duties, responsibilities, and authority as shall be set
      forth in the bylaws of the Corporation or as may otherwise be determined by
      the
      Corporation.

    


    (b)           
      Executive shall diligently and conscientiously devote his full and exclusive
      working time and best efforts to the performance of his responsibilities and
      duties hereunder. During the Term of Employment, Executive shall not, without
      the prior written consent of the President and Chief Executive Officer (the
      “President”), render services as an employee, independent contractor, or
      otherwise, whether or not compensated, to any person or entity other than the
      Corporation or its affiliates; provided that Executive may, where involvement
      in
      such activities does not individually or in the aggregate significantly
      interfere with the performance by Executive of his duties or violate the
      provisions of section 4 hereof, (i) render services to charitable organizations,
      (ii) manage his personal investments, and (iii) with the prior permission of
      the
      President, hold such other directorships or part-time academic appointments
      or
      have such other business affiliations as would otherwise be prohibited under
      this section 1.

    


    (c)           
      Executive shall at all times discharge his duties in consultation with, and
      under the supervision of the Corporation’s Board of Directors.  In the
      performance of his duties, Executive shall make his own principal office in
      such
      place as the President and Executive may from time to time agree.

    


    2.           
      Term of
      Employment.

    


    (a)           
      The term of this Agreement ("Term of Employment") shall be the period commencing
      on January 2, 2008 (the "Commencement Date") and continuing through December
      31,
      2009 or until the Termination Date whichever occurs first. The Termination
      Date
      shall mean the earliest to occur of:

    


    (i)           
      the death of Executive; or

    


    (ii)           
      Executive's inability to perform his duties hereunder, as a result of physical
      or mental disability of Executive, for a period of at least 26 consecutive
      weeks
      or for at least 26 weeks during any period of twelve consecutive months during
      the Term of Employment, and, within thirty (30) days after written notice of
      termination under this section 2(a)(ii) is thereafter given by the Corporation
      the Executive has not returned to the full-time performance of the Executive’s
      duties; or

    


    (iii)           
      the discharge of Executive by the Corporation "for cause," which shall mean
      one
      or more of the following:


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (A)           
      any willful or gross misconduct by Executive with respect to the business and
      affairs of the Corporation, or with respect to any of its affiliates for which
      Executive is assigned material responsibilities or duties;

    


    (B)           
      the conviction of Executive of a felony (after the earlier of the expiration
      of
      any applicable appeal period without perfection of an appeal by Executive or
      the
      denial of any appeal as to which no further appeal or review is available to
      Executive) whether or not committed in the course of his employment by the
      Corporation;

    


    (C)           
      personal dishonesty or breach of fiduciary duty to the Corporation that in
      either case results or was intended to result in personal profit to the
      Executive at the expense of the Corporation;

     

    (D)           
      Executive's willful neglect, failure, or refusal to carry out his duties
      hereunder in a reasonable manner (other than any such failure resulting from
      disability or death or from termination by Executive for Good Reason, as
      hereinafter defined) after a written demand for substantial performance is
      delivered to Executive by the President that specifically identifies the manner
      in which the Corporation believes that Executive has not substantially performed
      his duties and Executive has not resumed substantial performance of his duties
      on a continuous basis within thirty days of receiving such demand;

     

    (E)           
      the breach by Executive of any representation or warranty in section 6(a) hereof
      or of any agreement contained in section 1, 4, 5, or 6(b) hereof, which breach
      is material and adverse to the Corporation or any of its affiliates for which
      Executive is assigned material responsibilities or duties;

    


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

    


    (G)           
      Executive, directly or indirectly, alone or as a member of a partnership, or
      as
      an officer, director, member or shareholder of any other entity, is engaged
      in
      or concerned with any pursuit that might conflict with the Corporation’s
      business, or affect Executive’s ability to perform his duties or create an
      appearance of a conflict; or

    


    (iv)           
      Executive's resignation from his position as Regional Market President of the
      Corporation other than for "Good Reason," as hereinafter defined; or

     

    (v)           
      the termination of Executive's employment by the Corporation "without cause,"
      at
      any time, upon the thirtieth day following notice to Executive; or

    


    (vi)           
      Executive's resignation for "Good Reason." "Good Reason" shall mean, without
      Executive's express written consent, reassignment of Executive to a position
      other than as Regional Market President of the Corporation other than for
      "Cause," or a decrease in the amount or level of Executive's salary or benefits
      from the amount or level established in section 3 hereof.

    


    (b)           
      In the event that the Term of Employment shall be terminated for any reason
      other than that set forth in section 2(a)(v) or 2(a)(vi) hereof, Executive
      shall
      be entitled to receive, upon the occurrence of any such event:

    


    (i)           
      any salary (as hereinafter defined) payable pursuant to section 3(a)(i) hereof
      which shall have accrued as of the Termination Date; and

     

    


    (ii)           
      such rights as Executive shall have accrued as of the Termination Date under
      the
      terms of any plans or arrangements in which he participates pursuant to section
      3(b) hereof, any right to reimbursement for expenses accrued as of the
      Termination Date payable pursuant to section 3(g) hereof, and the right to
      receive the cash equivalent of paid annual leave and sick leave accrued as
      of
      the Termination Date pursuant to section 3(c) hereof.

     

    (c)           
      In the event that the Term of Employment shall be terminated for the reason
      set
      forth in section 2(a)(v) or 2(a)(vi) hereof, Executive shall be entitled to
      receive:

    


    (i)           
      any salary payable pursuant to section 3(a)(i) hereof which shall have accrued
      as of the Termination Date, and, for the period commencing on the date
      immediately following the Termination Date and ending upon the first anniversary
      of the Termination Date, salary payable at the rate established pursuant to
      section 3(a)(i) hereof, in a manner consistent with the normal payroll practices
      of the Corporation with respect to executive personnel as presently in effect
      or
      as they may be modified by the Corporation from time to time; and

    


    (ii)           
      the pro rata share of any bonuses or incentive up to the Termination Date to
      which Executive is entitled; and


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (iii)           
      such rights as Executive may have accrued as of the Termination Date under
      the
      terms of any plans or arrangements in which he participates pursuant to section
      3(b) hereof, any right to reimbursement for expenses accrued as of the
      Termination Date payable pursuant to section 3(g) hereof, and the right to
      receive the cash equivalent of paid annual leave and sick leave accrued as
      of
      the Termination Date pursuant to section 3(c) hereof.

    


    (d)           
      Six months prior to December 31, 2009, if the Executive remains in employment
      with the Corporation at that time, the Executive and the Corporation will begin
      discussions concerning an extension of the Term of Employment.

    


    3.           
      Compensation.  For
      the services to be performed by Executive for the Corporation and its affiliates
      under this Agreement, Executive shall be compensated in the following
      manner:

    


    (a)           
      Salary.  During
      the Term of Employment:

     

    


    (i)           
      The Corporation shall pay Executive a salary which, on an annual basis, shall
      be
      $140,000.00 commencing on January 2, 2008. For fiscal years subsequent to the
      Corporation’s 2008 fiscal year, if the Executive continues in employment with
      the Corporation, the Corporation shall pay to the Executive as compensation
      for
      his services the amount which is set by the President, but in no event less
      than
      the above salary established for fiscal year 2008, unless Executive’s duties and
      responsibilities are more limited or his time spent on his duties and
      responsibilities is appreciably reduced.  Salary shall be payable in
      accordance with the normal payroll practices of the Corporation with respect
      to
      executive personnel as presently in effect or as they may be modified by the
      Corporation from time to time.

    


    
      	
               

            	
              (ii)

            	
              Executive
                shall be entitled to incentive bonuses as may from time to time be
                awarded
                by the Board. 

            


    

    


    (b)           
      Employee Benefit
      Plans
      or Arrangements.  During the Term of Employment, Executive
      shall be entitled to participate in all employee benefit plans of the
      Corporation, as presently in effect or as they may be modified by the
      Corporation from time to time, under such terms as may be typical for senior
      management officers  employed by the Corporation, including, without
      limitation, plans providing retirement benefits, medical insurance, life
      insurance and disability insurance, provided that there be no duplication of
      such benefits as are provided under any other provision of this
      Agreement.

     

    (c)           
      Vacation and Sick
      Leave.  During the Term of Employment,

     

    Executive
      shall be entitled to paid annual vacation periods and sick leave in accordance
      with the policies of the Corporation as in effect as of the Commencement Date
      or
      as may be modified by the Corporation from time to time as may be typical for
      senior management officers employed by the Corporation, but in no event less
      than four (4)  weeks of paid vacation per year

     

    (d)           
      Automobile. The
      Corporation recognizes the Executive’s need for an automobile for business
      purposes.  The Corporation, therefore, shall provide the Executive
      with an automobile, including all related maintenance, repairs, insurance and
      other costs.  The automobile and related costs shall be comparable to
      those which the Corporation presently provides the Executive.

     

    (e)           
      Club
      Memberships.  The Corporation recognizes Executive’s need for a
      place to meet and entertain the community, customers and constituencies and
      deems a country club membership as the most effective way to accomplish that
      purpose.  The Corporation therefore shall pay the dues for Executive’s
      membership in the Onondaga Golf and Country Club, The Century Club, and for
      Executive’s expenses incurred for business purposes and allowable under the
      Corporation’s expense reimbursement policies.

     

    (f)           
      Withholding.  All
      compensation to be paid to Executive hereunder shall be subject to required
      withholding and other taxes.

     

    (g)           
      Expenses.  During
      the Term of Employment, Executive shall be reimbursed for reasonable travel
      and
      other expenses incurred or paid by Executive in connection with the performance
      of his services under this Agreement, upon presentation of an itemized account
      of such expenses in any form required by the Corporation.

     

    


    4.           
      Confidential Business
      Information; Non-Competition.

    


    (a)           
      Executive acknowledges that certain business methods, creative techniques,
      and
      technical data of the Corporation and its affiliates and the like are deemed
      by
      the Corporation to be and are in fact confidential business information of
      the
      Corporation or its affiliates or are entrusted to third parties. Such
      confidential information includes but is not limited to procedures, methods,
      sales relationships developed while in the service of the Corporation or its
      affiliates, knowledge of customers and their requirements, marketing plans,
      marketing information, studies, forecasts, and surveys, competitive analyses,
      mailing and marketing lists, strategic plan, computer system, systems and
      procedures including SOX compliance, new business proposals, lists of vendors,
      consultants, and other persons who render service or provide material to the
      Corporation or


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    affiliates,
      and compositions, ideas, plans, and methods belonging to or related to the
      affairs of the Corporation or affiliates.  In this regard, the
      Corporation asserts proprietary rights in all of its business information and
      that of its affiliates except for such information as is clearly in the public
      domain.  Notwithstanding the foregoing, information that would be
      generally known or available to persons skilled in Executive's fields shall
      be
      considered to be "clearly in the public domain" for the purposes of the
      preceding sentence.  Executive agrees that he will not disclose or
      divulge to any third party, except as may be required by his duties hereunder,
      by law, regulation, or order of a court or government authority, or as directed
      by the Corporation, nor shall he use to the detriment of the Corporation or
      its
      affiliates or use in any business or on behalf of any business competitive
      with
      or substantially similar to any business of the Corporation or affiliates,
      any
      confidential business information obtained during the course of his employment
      by the Corporation.  The foregoing shall not be construed as
      restricting Executive from disclosing such information to the employees of
      the
      Corporation or affiliates.  On or before the Termination Date,
      Executive shall promptly deliver to the Corporation any and all tangible,
      confidential information in his possession.

    


    (b)           
      Executive hereby agrees that from the Commencement Date until the first
      anniversary of the Termination Date, Executive will not (i) interfere with
      the
      relationship of The Wilber Corporation, the Corporation or affiliates with
      any
      of their employees, suppliers, agents, or representatives (including, without
      limitation, causing or helping another business to hire any employee of The
      Wilber Corporation, the Corporation or affiliates), or (ii) directly or
      indirectly divert or attempt to divert from The Wilber Corporation, the
      Corporation or affiliates any business in which any of them has been actively
      engaged during the Term of Employment, nor interfere with the relationship
      of
      The Wilber Corporation, the Corporation or affiliates with any of their
      customers or prospective customers. In the event of termination of Executive’s
      employment by Executive pursuant to section 2(a)(ii) or 2(A)(iv) or by the
      Corporation pursuant to section 2(a)(iii), Executive agrees not to compete,
      directly or indirectly, with The Wilber Corporation, the Corporation or any
      affiliate, subsidiary, or successor, as an employee, officer, director,
      independent contractor, consultant or shareholder of any financial services
      company or any other entity or person providing financial services, including
      but not limited to lending, securities, brokerage, trust or insurance products
      or services, which has an office or location that is located within fifty (50)
      miles of an office of The Wilber Corporation, for a period of one (1) year
      from
      the effective date of the termination of his employment.

    


    (c)           
      Executive acknowledges and agrees that irreparable injury will result to the
      Corporation in the event of a breach of any of the provisions of this section
      4
      (the "Designated Provisions") and that the Corporation will have no adequate
      remedy at law with respect thereto. Accordingly, in the event of a material
      breach of any Designated Provision, and in addition to any other legal or
      equitable remedy the Corporation may have, the Corporation shall be entitled
      to
      the entry of a preliminary and permanent injunction (including, without
      limitation, specific performance) by a court of competent jurisdiction in Otsego
      County, New York, or elsewhere, to restrain the violation or breach thereof
      by
      Executive, and Executive submits to the jurisdiction of such court in any such
      action.

    


    (d)           
      It is the desire and intent of the parties that the provisions of this section
      4
      shall be enforced to the fullest extent permissible under the laws and public
      policies applied in each jurisdiction in which enforcement is sought.
      Accordingly, if any particular provision of this section 4 shall be adjudicated
      to be invalid or unenforceable, such provision shall be deemed amended to delete
      therefrom the portion thus adjudicated to be invalid or unenforceable, such
      deletion to apply only with respect to the operation of such provision in the
      particular jurisdiction in which such adjudication is made. In addition, should
      any court determine that the provisions of this section 4 shall be unenforceable
      with respect to scope, duration, or geographic area, such court shall be
      empowered to substitute, to the extent enforceable, provisions similar hereto
      or
      other provisions so as to provide to the Corporation, to the fullest extent
      permitted by applicable law, the benefits intended by this section 4.

     

    5.           
      Representations
      and
      Warranties.

    


    (a)           
      Executive represents and warrants to the Corporation that his execution,
      delivery, and performance of this Agreement will not result in or constitute
      a
      breach of or conflict with any term, covenant, condition, or provision of any
      commitment, contract, or other agreement or instrument, including, without
      limitation, any other employment agreement, to which Executive is or has been
      a
      party.

     

    (b)           
      Executive shall indemnify, defend, and hold harmless the Corporation for, from,
      and against any and all losses, claims, suits, damages, expenses, or
      liabilities, including court costs and counsel fees, which the Corporation
      has
      incurred or to which the Corporation may become subject, insofar as such losses,
      claims, suits, damages, expenses, liabilities, costs, or fees arise out of
      or
      are based upon any failure of any representation or warranty of Executive in
      section 6(a) hereof to be true and correct when made.

     

    6.           
      Notices. 
All notices,
      consents, waivers, or other communications which are required or
      permitted hereunder shall be in writing and deemed to have been duly given
      if
      delivered personally or by messenger, transmitted by telex or telegram, by
      express courier, or sent by registered or certified mail, return receipt
      requested, postage prepaid.  All communications shall be addressed to
      the appropriate address of each party as follows:

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    If
      to the
      Corporation:

    


    Wilber
      National Bank

    245
      Main Street

    Oneonta,
      NY  13820

    Attention:        Chief
      Financial Officer

    


    If
      to
      Executive:

    


    Brian
      M. Bisaccio

    8222
      Penstock Way

    Manlius,
      NY 13104

    


     

    All
      such
      notices shall be deemed to have been given on the date delivered, transmitted,
      or mailed in the manner provided above.

     

    7.           
      Assignment.  This
      Agreement shall inure to the benefit of and shall be binding upon, the
      Corporation, its successor or assigns.  This Agreement may not be
      assigned by the Executive.

    


    8.           
      Governing
      Law.  This Agreement shall be governed by, construed, and
      enforced in accordance with the laws of the State of New York, without giving
      effect to the principles of conflict of law thereof.  The parties
      hereby designate Otsego County, New York to be the proper jurisdiction and venue
      for any suit or action arising out of this Agreement.  Each of the
      parties consents to personal jurisdiction in such venue for such a proceeding
      and agrees that it may be served with process in any action with respect to
      this
      Agreement or the transactions contemplated thereby by certified or registered
      mail, return receipt requested, or to its registered agent for service of
      process in the State of New York.  Each of the parties irrevocably and
      unconditionally waives and agrees, to the fullest extent permitted by law,
      not
      to plead any objection that it may now or hereafter have to the laying of venue
      or the convenience of the forum of any action or claim with respect to this
      Agreement or the transactions contemplated thereby brought in the courts
      aforesaid.

    


    9.           
      Entire
      Agreement.  This Agreement constitutes the entire understanding
      between the Corporation and Executive relating to the subject matter
      hereof.  Any previous agreements or understandings between
      the parties hereto or between Executive and the Corporation or any of its
      affiliates regarding the subject matter hereof, including without limitation
      the
      terms and conditions of employment, compensation, benefits, retirement,
      competition following employment, and the like, are merged into and superseded
      by this Agreement.  Neither this Agreement nor any provisions hereof
      can be modified, changed, discharged, or terminated except by an instrument
      in
      writing signed by the party against whom any waiver, change, discharge, or
      termination is sought.

    


    10.           
      Illegality;
      Severability.

    


    (a)           
      Anything in this Agreement to the contrary notwithstanding, this Agreement
      is
      not intended and shall not be construed to require any payment to Executive
      which would violate any federal or state statute or regulation, including
      without limitation the "golden parachute payment regulations" of the Federal
      Deposit Insurance Corporation codified to Part 359 of title 12, Code of Federal
      Regulations.

    


    (b)           
      If any provision or provisions of this Agreement shall be held to be invalid,
      illegal, or unenforceable for any reason whatsoever:

    


    (i)           
      the validity, legality, and enforceability of the remaining provisions of this
      Agreement (including, without limitation, each portion of any section of this
      Agreement containing any such provision held to be invalid, illegal, or
      unenforceable) shall not in any way be affected or impaired thereby; and

     

    


    (ii)           
      to the fullest extent possible, the provisions of this Agreement (including,
      without limitation, each portion of any section of this Agreement containing
      any
      such provisions held to be invalid, illegal, or unenforceable) shall be
      construed so as to give effect to the intent manifested by the provision held
      invalid, illegal, or unenforceable.

    


    11.           
      Arbitration.  Subject
      to the right of each party to seek specific performance (which right shall
      not
      be subject to arbitration), if a dispute arises out of or related to this
      Agreement, or the breach thereof, such dispute shall be referred to arbitration
      in accordance with the Commercial Arbitration Rules of the American Arbitration
      Association ("AAA").  A dispute subject to the provisions of this
      section will exist if either party notifies the other party in writing that
      a
      dispute subject to arbitration exists and states, with reasonable specificity,
      the issue subject to arbitration (the "Arbitration Notice").  The
      parties agree that, after the issuance of the Arbitration Notice, the parties
      will try in good faith to resolve the dispute by mediation in


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    accordance
      with the Commercial Rules of Arbitration of AAA between the date of the issuance
      of the Arbitration Notice and the date the dispute is set for
      arbitration.  If the dispute is not settled by the date set for
      arbitration, then any controversy or claim arising out of this Agreement or
      the
      breach hereof shall be resolved by binding arbitration and judgment upon any
      award rendered by arbitrator(s) may be entered in a court having
      jurisdiction.  Any person serving as a mediator or arbitrator must
      have at least ten years' experience in resolving commercial disputes through
      arbitration.  In the event any claim or dispute involves an amount in
      excess of $100,000, either party may request that the matter be heard by a
      panel
      of three arbitrators; otherwise all matters subject to arbitration shall be
      heard and resolved by a single arbitrator.  The arbitrator shall have
      the same power to compel the attendance of witnesses and to order the production
      of documents or other materials and to enforce discovery as could be exercised
      by a United States District Court judge sitting in the Northern District of
      New
      York.  In the event of any arbitration, each party shall have a
      reasonable right to conduct discovery to the same extent permitted by the
      Federal Rules of Civil Procedure, provided that such discovery shall be
      concluded within ninety days after the date the matter is set for
      arbitration.  In the event of any arbitration, the arbitrator or
      arbitrators shall have the power to award reasonable attorney's fees to the
      prevailing party.  Any provision in this Agreement to the contrary
      notwithstanding, this section shall be governed by the Federal Arbitration
      Act
      and the parties have entered into this Agreement pursuant to such Act.

    


    12.           
      Costs of
      Litigation.  In
      the event litigation is commenced to enforce any of the provisions hereof,
      or to
      obtain declaratory relief in connection with any of the provisions hereof,
      the
      prevailing party shall be entitled to recover reasonable attorney's
      fees.  In the event this Agreement is asserted in any litigation as a
      defense to any liability, claim, demand, action, cause of action, or right
      asserted in such litigation, the party prevailing on the issue of that defense
      shall be entitled to recovery of reasonable attorney's fees.

    


    13.           
      Affiliation.  A
      company will be deemed to be "affiliated"
      with
      the Corporation according to the definition of "Affiliate" set forth in Rule
      12b-2 of the General Rules and Regulations under the Securities Exchange Act
      of
      1934, as amended.

    


    14.           
      Headings.  The
      section and subsection headings herein have been inserted for convenience of
      reference only and shall in no way modify or restrict any of the terms or
      provisions hereof.

    


    IN
      WITNESS WHEREOF, the parties hereto
      executed or caused this Agreement to be executed as of the day and year first
      above written.

    


    
      
        	 	
                Wilber
                  National Bank

              
	 	 	 
	 	 	 
	 	
                By:

              	
                    
                  /s/ Douglas C. Gulotty    
                   

              
	 	 	
                Douglas
                  C. Gulotty

              
	 	 	
                President
                  and Chief Executive Officer

              
	 	 	 
	 	 	 
	 	 	
                    
                  /s/ Brian M. Bissacio    
                   

              
	 	 	
                Brian
                  M. Bisaccio