EX-10.1






EVANS BANCORP, INC.

EXECUTIVE SEVERANCE PLAN




ARTICLE I.

ESTABLISHMENT OF THE PLAN




Evans Bancorp, Inc. (“Evans”) hereby establishes this Evans Bancorp, Inc. Executive Severance
Plan (the “Plan”), which is a self-insured severance plan for certain of its key executive
management personnel. The term “Company” means Evans and any Organization Under Common Control
that is covered under the Plan in accordance with Section 5.6, including Evans Bank, N.A. (“Bank”).
The effective date of the Plan is May 21, 2012 (the “Effective Date”). The Plan Year is the
calendar year.



ARTICLE II.

PARTICIPATION




Section 2.1. Eligible Executives. Each Eligible Executive, as hereafter defined, will
become a Participant in the Plan on the later of: (i) the first day on which the individual becomes
an Eligible Executive; or (ii) the Effective Date. The term “Eligible Executive” means any employee
of the Company who has been designated in writing by the Chief Executive Officer of Evans eligible
to participate in this Plan, excluding any employee covered under an employment or change in
control agreement that provides for severance or other similar post-employment compensation. If
any employee becomes a Participant and subsequently becomes covered under an employment or change
in control agreement that provides for severance or other similar post-employment compensation, the
employee will cease to be a Participant as of that date.



Section 2.2. Exclusive Benefit. A Participant in this Plan will not be eligible to
receive any benefit under the terms of the Evans Bancorp, Inc. Separation Pay Plan or any other
severance plan or arrangement maintained by the Company.



ARTICLE III.

BENEFITS AND PAYMENT OF BENEFITS




Section 3.1. In General. Each Participant (i) whose employment is involuntarily terminated
by the Company for reasons other than Cause, as hereafter defined, (ii) who is required to move
employment to a location further than 35 miles of the Participant’s current place of employment and
who does not accept such relocation and terminates employment or (iii) whose aggregate compensation
is materially reduced and who terminates employment will receive a Severance Payment, as determined
under Section 3.2, if the Participant remains in employment with the Company through his or her
release date as established by the Company and if the Participant signs a general release of all
claims against the Company, in a form provided by the Company.



(a) For purposes of this Plan, termination for “Cause” shall include termination because of
the Executive’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty
involving personal profit, material breach of the Code of Ethics of either the Bank or the Company,
material violation of the Sarbanes-Oxley requirements for officers of public companies that in the
reasonable opinion of the Board will likely cause substantial financial harm or substantial injury
to the reputation of the Company or the Bank, willfully engaging in actions that in the reasonable
opinion of the Board will likely cause substantial financial harm or substantial injury to the
business reputation of the Company or the Bank, failure to perform stated duties after receiving
written notice of Executive’s failure to perform assigned duties, willful violation of any law,
rule or regulation (other than routine traffic violations or similar offenses) or final
cease-and-desist order.



No act or failure to act, on the part of the Executive, shall be considered “willful” unless
it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that
the Executive’s action or omission was in the best interests of the Employer. Any act, or failure
to act, based upon the direction of the Board or based upon the advice of counsel for the Employer
shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith
and in the best interests of the Employer.



(b) Upon the occurrence of any event described in Section 3.1(ii) or (iii) above, the
Participant shall have the right to elect to terminate his employment by resignation upon not less
than thirty (30) days prior written notice to Evans, which notice must be given by the Participant
within ninety (90) days after the initial event giving rise to said right to elect to terminate his
employment. Notwithstanding the preceding sentence, in the event of a continuing breach by Evans,
the Participant, after giving due notice within the prescribed time frame of an initial event
specified above, shall not waive any of his rights by virtue of the fact that Participant has
submitted his resignation but has remained in the employment of Evans and is engaged in good faith
discussions to resolve any occurrence of an event described above. Evans shall have at least
thirty (30) days to remedy any condition set forth above, provided, however, that Evans shall be
entitled to waive such period and make an immediate payment hereunder.



Section 3.2. Benefit Amount. A Participant’s Severance Payment will be equal to:



(i) The Participant’s base salary, determined as of the date of termination, payable over the
eighteen (18) months following the date of termination, plus the Participant’s short term incentive
amount at the target level pro-rated for the time during the year in which the Participant was
actively employed by the Company, which together shall be paid in equal installments over the
Company’s regular payroll cycles during such eighteen-month period.



(ii) In addition, for a twelve (12)-month period following the termination of employment, the
Company will reimburse the Participant for outplacement services in an amount not to exceed $5,000;
provided however, that reimbursements for such outplacement services shall be made in a cash lump
sum within 30 days of Participant’s remittance to Evans of a receipt for such services.



Section 3.3. Form of Benefit Payment. A Participant will receive his or her benefit in the
form of direct deposit to his or her bank account in accordance with the normal payroll process
over the eighteen-month severance period. All applicable payroll taxes and withholding will be
applied. Severance Payments and benefits payable under this Plan will not be treated as
compensation for purposes of calculating benefits under any other employee benefit plan maintained
by the Company.



Notwithstanding any other provision in this Plan, “termination of employment” shall mean
“Separation from Service” as defined in Code Section 409A and the Treasury Regulations thereunder,
such that the Company and the Participant reasonably anticipate that the level of bona fide
services the Participant would perform after termination would permanently decrease to a level that
is less than 50% of the average level of bona fide services performed (whether as an employee or an
independent contractor) over the immediately preceding 36-month period.



Notwithstanding anything in this Agreement to the contrary, if the Participant is a Specified
Employee (within the meaning of Treasury Regulations §1.409A-1(i)), then, to the extent necessary
to avoid penalties under Code Section 409A, no payment shall be made to the Participant prior to
the first day of the seventh month following the date of termination in excess of the “permitted
amount” under Code Section 409A. For these purposes, the “permitted amount” shall be an amount
that does not exceed two times the lesser of: (i) the sum of Participant’s annualized compensation
based upon the annual rate of pay for services provided to the Company for the calendar year
preceding the year in which occurs the date of termination or (ii) the maximum amount that may be
taken into account under a tax-qualified plan pursuant to Code Section 401(a)(17) for the calendar
year in which occurs the date of termination. Payment of the “permitted amount” shall be made in
accordance with regular payroll practices. Any payment in excess of the permitted amount shall be
made to the Participant on the first day of the seventh month following the date of termination.



Section 3.4. Forfeitures of Benefits. A Participant will forfeit his or her right to any
unpaid Severance Payments benefits if he or she is reemployed by the Company in a comparable
position, as determined by the Board of Directors of the Company.



Section 3.5. Effect of Regulatory Actions. Any actions by the Company under this Agreement
must comply with the law, including regulations and other interpretive action, of the Federal
Deposit Insurance Act, Federal Deposit Insurance Corporation, or other entities that supervise any
of the activities of the Company. Specifically, any payments to the Participant by the Company,
whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their
compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and
the regulations promulgated thereunder in 12 C.F.R. Part 359. 



Section 3.6. Golden Parachute Adjustments. Notwithstanding anything in this Agreement or
any other agreement to the contrary:



(a) In the event the Company (or its successor) and the Participant both determine, based upon
the advice of the independent public accountants for the Company, that part or all of the
consideration, compensation or benefits to be paid to the Participant under this Agreement
constitute “parachute payments” under Code Section 280G(b)(2) then, if the aggregate present value
of such parachute payments, singularly or together with the aggregate present value of any
consideration, compensation or benefits to be paid to the Participant under any other plan,
arrangement or agreement which constitute “parachute payments” (collectively, the “Parachute
Amount”) exceeds 2.99 times the Participant’s “base amount,” as defined in Code Section 280G(b)(3)
(the “Executive Base Amount”), the amounts constituting “parachute payments” which would otherwise
be payable to or for the benefit of the Participant shall be reduced to the extent necessary so
that the Parachute Amount is equal to 2.99 times the Participant Base Amount (the “Reduced
Amount”); provided that such amounts shall not be so reduced if the Participant determines, based
upon the advice of an independent public accounting firm (which may, but need not be the
independent public accountants of the Company), that without such reduction the Participant would
be entitled to receive and retain, on a net after tax basis (including, without limitation, any
excise taxes payable under Code Section 4999), an amount which is greater than the amount, on a net
after tax basis, that the Participant would be entitled to retain upon Executive’s receipt of the
Reduced Amount.



(b) If the determination made pursuant to subsection (a) above results in a reduction of the
payments that would otherwise be paid to the Participant except for the application of this
Section, then the Participant may then elect, in the Participant’s sole discretion, which and how
much of any particular entitlement shall be eliminated or reduced and shall advise the Company in
writing of the Participant’s election within ten days of the determination of the reduction in
payments; provided, however, that if it is determined that such election by the Participant shall
be in violation of Code Section 409A, or if no such election is made by the Participant within such
ten-day period, the allocation of the required reduction shall be pro-rata.. If no such election
is made by the Participant within such ten-day period, the Company may elect which and how much of
any entitlement shall be eliminated or reduced and shall notify the Participant promptly of such
election. Within ten days following such determination and the elections hereunder, the Company
shall pay or distribute to or for the benefit of the Participant such amounts as are then due to
the Participant under this Agreement and shall promptly pay or distribute to or for the benefit of
the Participant in the future such amounts as become due to the Participant under this Agreement.



(c) As a result of the uncertainty in the application of Section 280G of the Code at the time
of a determination hereunder, it is possible that payments will be made by the Company which should
not have been made under clause (a) of this Section (an “Overpayment”) or that additional payments
which are not made by the Company pursuant to clause (a) of this Section should have been made (an
“Underpayment”). In the event that there is a final determination by the Internal Revenue Service,
a final determination by a court of competent jurisdiction or a change in the provisions of the
Code or regulations pursuant to which an Overpayment arises, any such Overpayment shall be treated
for all purposes as a loan to the Participant which the Participant shall repay to the Company
together with interest at the applicable Federal rate provided for in Code Section 7872(f)(2). In
the event that there is a final determination by the Internal Revenue Service, a final
determination by a court of competent jurisdiction or a change in the provisions of the Code or
regulations pursuant to which an Underpayment arises under this Agreement, any such Underpayment
shall be promptly paid by the Company to or for the benefit of the Participant, together with
interest at the applicable Federal rate provided for in Code Section 7872(f)(2).



The calculations required by clause (a) of this Section will be made by the Company’s
independent accounting firm engaged immediately prior to the event that triggered the payment, in
consultation with the Company’s outside legal counsel, and for purposes of making the calculation
the accounting firm may make reasonable assumptions and approximations concerning applicable taxes
and may rely on reasonable, good faith interpretations concerning the application of Code Sections
280G and 4999, provided that the accounting firm’s determinations must be made with substantial
authority (within the meaning of Code Section 6662).



ARTICLE IV.

ADMINISTRATION OF PLAN




Section 4.1. Appointment of Plan Administrator and Responsibility for Administration of
Plan. The Compensation Committee of Evans’ Board of Directors shall serve as Plan
Administrator and shall administer this Plan in accordance with its terms. The Plan Administrator
may designate other persons to carry out the responsibilities to control and manage the operation
of the Plan.



Section 4.2. Agents. The Plan Administrator may employ such agents, including counsel, as
it may deem advisable for the administration of the Plan. Such agents need not be Participants
under the Plan.



Section 4.3. Compensation. The Company shall pay all the expenses of the Plan
Administrator. The Company shall indemnify any employees of the Company to whom responsibilities
have been delegated under Section 4.1 against any liability incurred in the course of
administration of the Plan, except liability arising from their own gross negligence or willful
misconduct.



Section 4.4. Records. The acts and decisions of the Plan Administrator shall be duly
recorded. The Plan Administrator shall make a copy of this Plan available for examination by any
Participant during the business hours of the Employer.



Section 4.5. Defect or Omission. The Plan Administrator shall refer any material defect,
omission or inconsistency in the Plan to the Board of Directors of Evans for such action as may be
necessary to correct such defect, supply such omission or reconcile such inconsistency.



Section 4.6. Liability. Except for their own negligence, willful misconduct or breach of
fiduciary duty, neither the Plan Administrator nor any agents appointed by the Plan Administrator
shall be liable to anyone for any act or omission in the course of the administration of the Plan.



Section 4.7. Contributions and Financing. All benefits required to be paid by the Company
under the Plan shall be paid as due directly by the Company from its general assets. 



Section 4.8. Claims Procedure. The claims procedure set forth in this paragraph is the
exclusive method of resolving disputes that arise under the Plan.



(a) Written Claim. Any person asserting any rights under this Plan must submit a
written claim to the Compensation Committee of Evans’s Board of Directors (the “Committee”). The
Committee shall render a decision within a reasonable period of time from the date on which the
Committee received the written claim, not to exceed 90 days, unless an extension of time is
necessary due to reasonable cause.



(b) Denial of Claim. If a claim is denied in whole or in part, the



claimant must be provided with the following information:




(1) A statement of specific reasons for the denial of the claim;




(2) References to the specific provisions of the Plan on which the denial is
based;




(3) A description of any additional material or information necessary to
perfect the claim with an explanation of why such material information is
necessary;




(4) An explanation of the claims review procedures with a statement that the
claimant must request review of the decision denying the claim within 30 days
following the date on which the claimant received such notice.



(c) Review of Denial. The claimant may request that the Evans Board of Directors
review the denial of a claim. A request for review must be in writing and must be received by the
Board of Directors within 30 days of the date on which the claimant received written notification
of the denial of the claim. The Board of Directors will render a decision with respect to a
written request for review within 60 days from the date on which the Board of Directors received
the request for review. If the request for review is denied in whole or in part, the Board of
Directors must mail the claimant a written decision that includes a statement of the reasons for
the decision.



ARTICLE V.

MISCELLANEOUS PROVISIONS




Section 5.1. Plan Terms are Legally Enforceable. The Company intends that the terms of
this Plan, including those relating to coverage and benefits, are legally enforceable.



Section 5.2. Plan Exclusively Benefits Employees. The Company intends that the Plan is
maintained for the exclusive benefit of employees of the Company.



Section 5.3. Illegality of Particular Provision. The illegality of any particular
provision of the Plan shall not affect the other provisions, and the Plan shall be construed in all
other respects as if such invalid provision were omitted.



Section 5.4. Applicable Laws. To the extent not pre-empted by the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”), the Plan shall be governed by the laws of the
State of New York.



Section 5.5. Non-Guaranty of Employment. Nothing in this Plan shall be construed as
granting any Participant a right to continued employment with the Company. 



Section 5.6. Coverage of Plan by Organization Under Common Control. The Plan is adopted by
Evans and covers any Organization Under Common Control with Evans. The term “Organization Under
Common Control” means (i) an Affiliated Corporation, (ii) a Related Business, (iii) an Affiliated
Service Organization or (iv) any other entity required to be aggregated with Evans pursuant to
Section 414(o) of the Code and the regulations thereunder. The term “Affiliated Corporation” means
any corporation that is a member of a controlled group of corporations as defined in Section 414(b)
of the Code, which includes Evans. The term “Related Business” means any trade or business
included in a group of trade or businesses with Evans which are under common control, as defined in
Section 414(c) of the Code. The term “Affiliated Service Organization” means any service
organization which is a member of an affiliated service group, as defined in Section 414(m) of the
Code, which includes Evans.



ARTICLE VI.

AMENDMENT AND TERMINATION




Amendment of the Plan. Evans intends to maintain this Plan indefinitely, but reserves the
right to amend, modify or terminate the Plan at any time. Evans may make modifications or
amendments to the Plan that are necessary or appropriate to maintain the Plan as a plan meeting the
requirements of the applicable provisions of ERISA.



ARTICLE VII.

POST TERMINATION OBLIGATIONS




Section 7.1. Each Participant hereby covenants and agrees that, for a period of one (1) year
following the Participant’s termination of employment with the Company, the Participant shall not,
without the written consent of the Company, either directly or indirectly:



(i) solicit, offer employment to, or take any other action intended (or that a reasonable
person acting in like circumstances would expect) to have the effect of causing any officer or
employee of the Company, or any of its subsidiaries or affiliates, to terminate his or her
employment and accept employment or become affiliated with, or provide services for compensation in
any capacity whatsoever to, any business whatsoever that competes with the business of the Company,
or any of its direct or indirect subsidiaries or affiliates or has headquarters or offices within
100 miles of the locations in which the Company, or any of its direct or indirect subsidiaries or
affiliates, has business operations or has filed an application for regulatory approval to
establish an office;



(ii) become an officer, employee, consultant, director, independent contractor, agent, sole
proprietor, joint venturer, greater than 5% equity owner or stockholder, partner or trustee of any
savings bank, savings and loan association, savings and loan holding company, credit union, bank or
bank holding company, insurance company or agency, any mortgage or loan broker or any other entity
competing with the Company or its affiliates in the same geographic locations where the Company or
its affiliates has material business interests; or



(iii) solicit, provide any information, advice or recommendation or take any other action
intended (or that a reasonable person acting in like circumstances would expect) to have the effect
of causing any customer of the Company or any of its direct or indirect subsidiaries or affiliates
to terminate an existing business or commercial relationship with the Company.



Section 7.2. Each Participant shall, upon reasonable notice, furnish such information and
assistance to the Company as may reasonably be required by the Company, in connection with any
litigation in which it or any of its subsidiaries or affiliates is, or may become, a party;
provided, however, that the Participant shall not be required to provide information or assistance
with respect to any litigation between the Participant and the Company or any of its subsidiaries
or affiliates.



Section 7.3. All payments and benefits to a Participant under this Plan shall be subject to the
Participant’s compliance with this Article VII. The parties hereto, recognizing that irreparable
injury will result to the Company, its business and property in the event of Participant’s breach
of this Article VII, agree that, in the event of any such breach by a Participant, the Company will
be entitled, in addition to any other remedies and damages available, to an injunction to restrain
the violation hereof by the Participant and all persons acting for or with the Participant. The
Participant represents and admits that Participant’s experience and capabilities are such that
Participant can obtain employment in a business engaged in other lines and/or of a different nature
than the Company, and that the enforcement of a remedy by way of injunction will not prevent
Participant from earning a livelihood. Nothing herein will be construed as prohibiting Evans from
pursuing any other remedies available to them for such breach or threatened breach, including the
recovery of damages from the Participant.



IN WITNESS WHEREOF, Evans has duly executed this Plan as of the date first above written.



EVANS BANCORP, INC.



	 	 	 
	May 21, 2012

Date

	 	By: /s/ David J. Nasca

President and Chief Executive Officer