Exhibit 10.2


  


EXECUTION COPY


 


EMPLOYMENT AGREEMENT


 


This Employment Agreement
(the "Agreement") is made and entered into, effective as of January 1, 2018 (the "Effective Date"),
by and between Orange Bank & Trust Company (the "Bank") and Joseph Ruhl ("Executive"). Any
reference to the "Company" shall mean Orange County Bancorp, Inc. or any successor thereto.


 


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


 


WHEREAS,
in order to induce Executive to remain in the employ of the Bank and to provide further incentive for Executive to achieve
the financial and performance objectives of the Bank, the parties desire to enter into this Agreement; and


 


WHEREAS,
the Bank desires to set forth the rights and responsibilities of Executive and the compensation payable to Executive, as modified
from time to time.


 


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.



 


During the term of
this Agreement, Executive agrees to serve as Executive Vice President, Westchester Regional President, of the Bank or any successor position
with the Bank as mutually agreed to by the Bank and Executive (Executive's foregoing position or any successor position with the Bank
shall be referred to as the "Executive Position"), and will perform the duties and will have all powers associated with
such position as commonly incident to such position, as well as those delegated to Executive by the Board of Directors of the Bank or
its designee (the "Board"). Executive shall report directly to the Chief Executive Officer of the Bank. During the period
provided in this Agreement, Executive also agrees to serve, if elected, as an officer or director of any subsidiary or affiliate of the
Bank and in such capacity carry out such duties and responsibilities reasonably appropriate to that office.


 


	2.	TERM AND DUTIES.



 


(a)            Term
and Annual Renewal. The initial term of this Agreement and the period of Executive's employment hereunder shall begin as of the
Effective Date and shall continue through December 31, 2020 (the "Initial Term"). Commencing on January I,
2021 and continuing on each January 1st thereafter (the "Renewal Date"), the Initial Term shall extend automatically
for one additional year, unless either the Bank or the Executive by written notice to the other given at least ninety (90) days prior
to such Renewal Date notifies the other of its intent not to extend the same. In the event that notice not to extend is given by either
the Bank or the Executive, this Agreement shall terminate as of the last day of the then current term. References herein to the "Term"
shall mean the Initial Term, as the same may be renewed.


 






     


     


    

 


(b)           Membership
on Other Boards or Organizations. During the period of his employment hereunder, except for periods of absence occasioned by
illness, reasonable vacation periods, and reasonable leaves of absence, Executive will devote all of his business time, attention,
skill and efforts to the faithful performance of his duties under this Agreement, including activities and duties related to the
Executive Position. Notwithstanding the preceding sentence, subject to the approval of the Board, Executive may serve as a member of
the board of directors of business, community and charitable organizations, provided that in each case such service shall not
materially interfere with the performance of his duties under this Agreement, adversely affect the reputation of the Bank or any
other affiliates of the Bank (as determined by the Board), or present any conflict of interest.


 


(c)           Continued
Employment Following Expiration of Term. Nothing in this Agreement shall mandate or prohibit a continuation of Executive's employment
following the expiration of the term of this Agreement.


 


		3.	COMPENSATION, BENEFITS AND REIMBURSEMENT.



 


(a)           Base
Salary. In consideration of Executive's performance of the responsibilities and duties set forth in this Agreement, the Bank will
provide Executive the compensation specified in this Agreement. The Bank will pay Executive a fixed salary of $290,000 per year
("Base Salary").This salary will remain the same for all three years with no additional increases. Such Base Salary will
be payable in accordance with the customary payroll practices of the Bank. During the term of this Agreement, the Board may consider increasing,
but not decreasing, Executive's Base Salary as the Board deems appropriate. Any change in Base Salary will become the "Base Salary"
for purposes of this Agreement.


 


(b)          Annual
Bonus. For each fiscal year of the Bank during the Term, Executive shall be eligible to participate in the Bank's Annual Incentive
Plan (or any successor thereto) (the "Annual Bonus Plan"). Executive's target annual bonus under the Annual Bonus Plan
shall be determined by the Compensation Committee of the Board (the "Committee") and shall be commensurate with the target
bonus opportunity available for similarly-situated executives of the Bank generally (the "Target Bonus"). The actual
amount of Executive's annual bonus shall depend upon the achievement of performance goals established by the Committee. The terms and
conditions of the Annual Bonus Plan and the payments to Executive thereunder shall be applied on the basis not less favorable to Executive
than to other similarly situated executives of the Bank generally. The Committee may in its discretion increase Executive's annual bonus
opportunity. The term Target Bonus, as utilized in this Agreement, shall refer to the Target Bonus as it may be increased. Annual bonuses
awarded to Executive under the Annual Bonus Plan are referred to herein as "Annual Bonuses." The payment of any such
Annual Bonus shall be subject to all the terms and conditions of the applicable Annual Bonus Plan, including any underlying award agreement.


 


(c)          Long-Term
Compensation. For each fiscal year of the Bank during the Term, Executive shall be eligible to participate in the Company's
Long-Term Incentive Plan (the "LTIP Plan") and/or any other long-term compensation program established by the
Company or the Bank from time to time for executive officers. Executive's target annual equity award opportunity shall be determined
by the Committee and shall be no less favorable than the target equity award opportunity available to other similarly-situated
executives of the Bank generally, with the actual award to be determined by the Committee on a basis not less favorable to Executive
than other similarly-situated executives of the Bank generally. The terms and conditions of any equity award (such as the underlying
performance goals and/or vesting requirements) shall be subject to the LTIP Plan, including any underlying award
agreement.


 






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(d)            Supplemental
Executive Retirement Plan. For each fiscal year of the Bank during the Tenn, Executive shall be eligible to participate in the
Bank's Supplemental Executive Retirement Plan (the "SERP"), pursuant to which the Bank shall make an annual contribution
to a book-entry account for the benefit of Executive, with the amount and the terms and conditions of the annual contributions (such as
the underlying performance goals, vesting requirements and the time and manner in which the benefits will be paid) to be determined pursuant
to an underlying Participation Agreement, which shall be reasonable and
acceptable to the Bank and Executive.


 


(e)            Other
Benefit Plans. During the Tenn, Executive shall be entitled to
participate, on the terms and conditions not less favorable to Executive than other similarly situated executives of the Bank generally,
in the Bank's (A) tax-qualified retirement plans; (B) group life, health and disability insurance plans; and (C) any other
employee benefit plans and programs and perquisites in accordance with the Bank's customary practices with respect to other similarly
situated executives generally, provided that Executive's participation shall be subject to the terms of such plans and programs; and provided,
further, that nothing herein shall limit the Bank's right to amend or terminate any such plans or programs.


 


(t)            Vacation.
Executive will be entitled to four (4) weeks of paid vacation time each year during the term of this Agreement measured on a
calendar year basis, in accordance with the Bank's customary practices, as well as sick leave, holidays and other paid absences in accordance
with the Bank's policies and procedures for executives. Any unused paid time off during an annual period will be treated in accordance
with the Bank's personnel policies as in effect from time to time.


 


(g)           Expense Reimbursements.
The Bank will reimburse Executive for all reasonable travel, entertainment and other reasonable expenses incurred by Executive during
the course of performing his obligations under this Agreement, including, without limitation, fees for memberships in such organizations
as Executive and the Chief Executive Officer mutually agree are necessary and appropriate in connection with the performance of his duties
under this Agreement, upon substantiation of such expenses in accordance with applicable policies and procedures of the Bank. Executive
shall be provided a car allowance in the amount of $750.00 per month, with the expense of gas and maintenance incurred be paid or reimbursed
to Executive by the Bank. In addition, Executive shall be entitled to reimbursement of membership fees and assessments with respect to
a country club located in a county of New York relevant to Executive's business activities, as approved by the Chief Executive Officer.
All reimbursements pursuant to this Section 3(g) shall be reimbursed upon presentation to the Bank of an itemized account of
such expense in such form as the Bank may reasonably require.


 






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		4.	TERMINATION AND TERMINATION PAY.



 


Subject
to Section 5 of this Agreement which governs the occurrence of a Change in ontrol, Executive's employment under this Agreement may
be terminated in the following circumstances:


 


(a)           Death
.This Agreement shall terminate upon Executive's death, in which event the Bank's sole obligation shall be
to pay Executive's estate or beneficiary any "Accrued Obligations." For purposes of this Agreement, "Accrued
Obligations" shall mean: (1) any accrued and unpaid Base Salary of Executive through the date of termination of employment,
payable pursuant to the Bank's standard payroll policies; (2) any earned and unpaid bonus of Executive under the Annual Bonus Plan
for any completed fiscal year prior to the date of termination of employment; (3) any compensation and benefits to the extent payable
to Executive based on Executive's participation in any compensation or benefit plan (including pursuant to any individual or group life
insurance plan or policy), program or arrangement of the Bank through the date of termination of employment, payable in accordance with
the terms of such plan, program or arrangement; and (4) any expense reimbursement to which Executive is entitled under the Bank's
standard expense reimbursement policy (as applicable) in Section 3(g) hereof.


 


(b)           Disability.
. This Agreement shall terminate in the event of Executive becomes "Totally Disabled." For purposes of this Agreement, Executive
shall be "Totally Disabled" if Executive is deemed disabled for purposes of eligibility for receipt of disability benefits
under the Bank's long-term disability plan, if any, or receipt of Social Security disability benefits. In the event Executive's employment
is terminated due to becoming Totally Disabled, the Bank shall pay or provide Executive with any Accrued Obligations. In
addition, Executive shall continue to receive his full Base Salary under Section 3(a) of this Agreement until he becomes
eligible for and receives disability income under the long-term disability insurance coverage then in effect for the Executive. If Executive
elects to coqtinue his group health coverage with the Bank pursuant to COBRA, the Bank shall pay to Executive the "COBRA Payments"
for a period of 18 months or, if earlier, until the date on which Executive receives substantially comparable coverage under another group
health insurance plan. The "COBRA Payments" shall be monthly
installment payments, each equal to the monthly COBRA premium in effect as of the date of Executive's termination of employment for the
level of coverage in effect for Executive under the Bank's group health plan.


 


(c)           Termination
for Cause. The Board may immediately terminate Executive's employment at any time for "Cause." In
the event Executive's employment is terminated for Cause, the Bank's sole obligation shall be to pay or provide to Executive any
Accrued Obligations. Termination for "Cause" shall mean termination because of, in the good faith determination of the
Board, Executive's:


 


(i)            an
act of fraud, embezzlement, or theft while employed by the Bank, or indictment or conviction of the Executive for, or plea of no contest
to, a felony, conviction of or plea of no contest to a misdemeanor involving moral turpitude, or the arrest and incarceration of Executive
for acts by Executive involving moral turpitude;


 


(ii)           gross
negligence, insubordination, disloyalty, or dishonesty in the performance of the Executive's duties as an officer of the Bank;
willful or reckless failure by the Executive to adhere to the Bank's written policies; intentional wrongful damage by Executive to
the business or property of the Company and the Bank, including without limitation its reputation, which in the Board's sole
judgment causes material harm to the Company, the Bank or any of its affiliates, provided, however, that the
Bank shall provide Executive with written notice specifying Executive's actions or conduct that breached this
Section 4(c)(ii) and Executive shall have 30 days to cure or remediate such actions or conduct after receiving such
written notice;


 






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(iii)           removal
of Executive from office or permanent prohibition of Executive from participating in the affairs of the Bank by an order issued under
Section 8(e)(4) or (g)(l) of the Federal Deposit Insurance Act, 12 U.S.C. 1818(e)(4) or (g)(l); or


 


(iv)          acts
or omissions in the performance of Executive's duties having a material adverse effect on the Bank that were not done or omitted to be
done in good faith or which involved intentional misconduct or a knowing violation of law.


 


(d)           Voluntary
Termination by Executive
without Good Reason. Executive may voluntarily terminate
employment during the Term upon at least 30 days prior written notice to the Board. Except upon Executive's voluntary termination "With
Good Reason" (as defined below), Executive shall have no right to receive any compensation or benefits under this Agreement or otherwise
upon his voluntary termination of employment, except any Accrued Obligations, provided, however, that any unpaid Annual Bonus as of the
date of termination shall be forfeited. The Bank may accelerate the date of termination upon receipt of written notice of Executive's
voluntary termination.


 


		(e)	Termination Without Cause or With Good Reason.



 


		(i)	The Board may immediately terminate Executive's
employment at any time for a reason other than Cause (a termination "Without Cause"), and Executive may, by written notice
to the Board, terminate this Agreement at any time within 90 days following an event constituting "Good Reason," as defined
below (a termination "With Good Reason"); provided, however, that the Bank shall have 30 days to cure the "Good
Reason" condition, but the Bank may waive its right to cure. Any termination of Executive's employment shall have no effect on or
prejudice the vested rights of Executive under the Bank's qualified or non-qualified retirement, pension, savings, thrift, profit-sharing
or bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance
plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.



 


		(ii)	In the event of termination as described under Section 4(e)(i) and subject to the requirements
of Section 4(e)(v), the Bank shall pay or provide to Executive any Accrued Obligations. In addition, the Bank shall pay Executive,
or in the event of Executive's subsequent death, Executive's beneficiary or estate, as the case may be, as severance pay, a cash lump
sum payment equal to 100% of Executive's Base Salary, payable within 30 days following Executive's date of termination.






 






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		(iii)	In addition, the Bank shall pay to Executive
the COBRA Payments on a monthly basis commencing with the first month following Executive's date of termination and continuing until the
earlier of (A) the sixth (6th) month following Executive's date of termination; or (B) such time that Executive first becomes
eligible for health insurance coverage with another employer.



 


		(iv)	"Good Reason" exists if, without Executive's express written consent, any of the following
occurs:



 


		(A)	a material reduction in Executive's Base Salary;



 


		(B)	a material reduction in Executive's authority, duties or responsibilities from the position and attributes
associated with the Executive Position;



 


		(C)	Executive ceases to report to the Chief Executive Officer of the Bank; or



 


		(D)	a change in the geographic location at which Executive must perform services for the Bank by more than 35
miles from the location where it is contemplated that Executive will be performing Executive's duties, provided, however, that Executive
being asked/requested to provide services to the Bank at its headquarters in Middletown, NY shall not constitute "Good Reason"
under this Section 4(e)(iv).



 


		(v)	Executive shall not be entitled to any payments or benefits under this Section 4(e) unless and
until Executive executes a release of claims (the "Release") against the Bank and any affiliate, and their officers,
directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations
or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act, but not including
claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable
law or claims with respect to obligations set forth in this Agreement that survive the termination of this Agreement. The Release must
be executed and become irrevocable by the 60th day following the date of Executive's termination of employment, provided that if the 60-day
period spans two (2) calendar years, then, to the extent necessary to comply with Section 409A of the Internal Revenue Code
of 1986, as amended (the "Code"), the payments and benefits described in this Section 4(e) will be paid, or
commence, in the second calendar year.



 






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(f)           Effect
on Status as a Director.     In the event of
Executive's termination of employment under this Agreement for any reason, such termination shall also constitute Executive's
resignation as a director of the Bank or the Company, or any subsidiary or affiliate thereof, to the extent Executive is acting as a
director of any of the aforementioned entities.


 


		5.	CHANGE
                                            IN CONTROL.



 


(a)          Change
in Control Defmed. For purposes of this Agreement, the term "Change in Control" shall mean the occurrence of
any of the following events in accordance with Code Section 409A and the regulations and guidance of general application thereunder
issued by the





 U.S. Department of the Treasury, including:




 


		(i)	Change in Ownership: the date any one person or persons acting as
a group (but excluding an intra family acquisition or transfer of stock between members of the Morrison family) accumulates ownership
of Company stock constituting more than 50% of the total voting power of Company stock;



 


		(ii)	Change in Effective Control: the date that (A)  any one person or persons acting as a group (but excluding an intra family
acquisition or transfer of stock between members of the Morrison family) acquires within a 12-month period ownership of Company stock
possessing 40% or more of the total voting power of Company stock, or (B)  a majority of the Company's board of directors is replaced
during any 12-month period by directors whose appointment or election is not endorsed in advance by a majority of the Company's board
of directors; or



 


		(iii)	Change in Ownership of a Substantial Portion of Assets: the date that any one person or persons acting as a group (but excluding
an intra family acquisition or transfer of stock between members of the Morrison family) acquires (or has acquired during the 12-month
period ending on the date of the most recent acquisition by such person or persons) assets from the Company or the Bank that have a total
gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company or the Bank
immediately prior to such acquisition.



 


(b)          Change
in Control Benefits. In the event of a termination of Executive's employment by the Bank (or any successor) Without Cause or
by Executive With Good Reason upon or within 12 months of a Change in Control that occurs during the Term, the Bank (or any
successor) (i) the Bank shall pay or provide to Executive any Accrued Obligations; and (ii) pay Executive, or in the event
of Executive's subsequent death, Executive's beneficiary or estate, as severance pay an amount equal to two (2) times
Executive's Base Salary (at the rate in effect when the Change in Control occurs or, if higher, at the rate in effect on Executive's
date of termination) in a lump sum payment within 30 days following Executive's date of termination. In addition, the Bank (or any
successor) shall pay to Executive the COBRA Payments on a monthly basis commencing with the first month following Executive's date
of termination and continuing until the earlier of (A) the sixth (6th) month
following Executive's date of termination; or (B) such time that Executive first becomes eligible for health insurance coverage
with another employer. Notwithstanding the foregoing, the payments and benefits provided in this Section 5(b) shall be
payable to Executive in lieu of any payments or benefits that are payable under Section 4(e).


 






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(c)            280G.
Notwithstanding the preceding paragraphs of this Section, if the payments and benefits to be
afforded to Executive under Section 5hereof (the "Severance Benefits") either alone or together with other payments
and benefits which Executive has the right receive from the Company or the Bank (or any affiliate) would constitute a "parachute
payment" under Section 2800 of the Code, and but for this Section 5, would be subject to the excise tax imposed by Section 4999
of the Code (the "Excise Tax"), then the Severance Benefits shall be reduced (the "Benefit Reduction")
by the minimum amount necessary to result in no portion of the Severance Benefits being subject to the Excise Tax. All determinations
required to be made under this Section 5(c) shall be made by tax counsel or a nationally recognized certified public accounting
firm or other professional organization that is a certified public accounting firm recognized as an expert in determinations and calculations
for purposes of Section 2800 of the Code selected by the Bank prior to a Change in Control and reasonably acceptable to Executive,
which determinations shall be conclusive and binding on Executive and the Bank absent manifest error.


 


		6.	COVENANTS OF EXECUTIVE.



 


(a)          Non-Competition/Non-Solicitation - Employed
with the Bank. Executive hereby covenants and agrees to comply with the: (1) Non-Solicitation of Employees
Covenant; (2) Non-Solicitation of Customers Covenant; and (3) Non-Competition Covenant while employed with Bank during,
and after the expiration of, the Term, as applicable.





 


		(b)	Non-Competition/Non-Solicitation
- Termination of Employment During the Term.



 


		 	 	(i)	Termination for Cause/Voluntary Termination Without Good Reason. In the event of Executive's termination by the Bank for Cause
or voluntary resignation without Good Reason during the Term, Executive agrees to comply with the (1) Non-Solicitation of Employees
Covenant; (2) Non-Solicitation of Customers Covenant; and (3) Non-Competition Covenant for a period of 18 months following Executive's
date of termination.



 


		 	 	(ii)	Involuntary Termination Without
Cause/Voluntary Termination With Good Reason. In the event of Executive's termination by the Bank without Cause or voluntary resignation
With Good Reason during the Term, Executive agrees to comply with the (1) Non-Solicitation of Employees Covenant; and (2) Non
Solicitation of Customers Covenant for a period of 12 months following Executive's date of termination.



 


(c)          Non-Competition/Non-Solicitation - Termination
of Employment after the Expiration of the Term. In the event of Executive's termination of employment with the Bank
for any reason (or no reason) following the expiration of the Term, Executive agrees to comply with the (1) Non-Solicitation of
Employees Covenant and (2)  Non-Solicitation of Customers Covenant for a period of 12 months following Executive's date of
termination, provided, however, that the foregoing covenants shall only apply to Executive if the expiration of the Term is on
account of Executive's election not to renew the Term pursuant to Section 2(a) of this Agreement.


 






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(d)           Non-Competition/Non-Solicitation
- Survival of Covenants/Change in Control. The covenants of Executive set forth in this Sections 6(a) 6(b) and 6(c) shall
survive the termination of this Agreement. However, Sections 6(b) and 6(c) shall become null and void effective immediately
upon a Change in Control.


 


(e)           Non-Competition/Non-Solicitation
- Certain Definitions. For purposes of this Agreement, the following capitalized terms are defined as follows:


 


		(i)	"Non-Solicitation of Employees
Covenant" means that Executive shall not, without the written consent of the Bank, either directly or indirectly 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 Bank, or any of its respective subsidiaries or affiliates, to terminate his or her employment
with the Bank and/or accept employment with another employer.



 


		(ii)	''Non-Solicitation of Customers
Covenant" means that Executive shall not, without the written consent of the Bank, either directly or indirectly induce or attempt
to induce any client, customer or other business relation (whether (1) current, (2) former, within the six (6) months
after such relationship has been terminated or (3) prospective, provided that there are demonstrable efforts or plans to establish
such relationship) of the Bank or any of its respective subsidiaries or affiliates to cease doing business or to reduce the amount of
business they have customarily done or contemplate doing with the Bank or any such subsidiary or affiliate, whether or not the relationship
with the Bank or such subsidiary or affiliate and such client, customer or other business relation was originally established, in whole
or in part, through Executive's efforts, or in any way interfere with the relationship between any such client, customer or business
relation, on the one hand, and the Bank or any such affiliate or subsidiary, on the other hand.



 


		(iii)	''Non-Competition Covenant"
means that Executive shall not, without the written consent of the Bank, either directly or indirectly become an officer, employee, consultant,
director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings
and loan holding company, commercial bank, credit union, bank or bank holding company, any mortgage or loan broker or any other entity
(excluding not-for-profit entities other than credit unions) that competes with the business of the Bank or any of their direct or indirect
subsidiaries or affiliates that has a headquarters, or one or more offices, within the New York Counties of Dutchess, Putnam, Sullivan,
Westchester, Rockland, Orange or Bronx, or the Connecticut County of Fairfield.






 






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(t)           
Confidentiality. Executive recognizes and acknowledges that the knowledge of the business activities, plans for business
activities, and all other proprietary information of the Bank, as it may exist from time to time, are valuable, special and unique assets
of the business of the Bank. Executive will not, during or after the term of Executive's employment, disclose any knowledge of the past,
present, planned or considered business activities or any other similar proprietary information of the Bank to any person, firm, corporation,
or other entity for any reason or purpose whatsoever unless expressly authorized by the Board or required by law. 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. Further, Executive may disclose information regarding the
business activities of the Bank to any bank regulator having regulatory jurisdiction over the activities of the Bank pursuant to a formal
regulatory request. In the event of a breach or threatened breach by Executive of the provisions of this Section, 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 any other similar proprietary information, or from rendering any services to any person, firm, corporation,
or 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.


 


(g)          Information/Cooperation.
Executive shall, upon reasonable notice, furnish such information and assistance to the Bank as may be reasonably 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; provided, however,
that Executive shall not be required to provide information or assistance with respect to any litigation between Executive and the Bank
or any other subsidiaries or affiliates.


 


(h)           Reliance.
Except as otherwise provided, all payments and benefits to Executive under this Agreement shall be subject to Executive's compliance
with this Section 6, to the extent applicable. The parties hereto, recognizing that irreparable injury will result to the Bank, its
business and property in the event of Executive's breach of this Section 6, agree that, in the event of any such breach by Executive,
the Bank will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof
by Executive and all persons acting for or with Executive. Executive represents and admits that Executive's covenants set forth in this
Section 6 are reasonable. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to
them for such breach or threatened breach, including the recovery of damages from Executive.


 


		7.	SOURCEOFPAYMENTS.



 


All payments provided in this
Agreement shall be timely paid by check or direct deposit from the general funds of the Bank (or any successor of the Bank).


 






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		8.	EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS.



 


This Agreement, along
with any agreement referenced herein, 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 under another plan, program or agreement (other than an
employment agreement) between the Bank and Executive.


 


		9.	NO ATTACHMENT; BINDING ON SUCCESSORS.



 


(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)          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.


 


		10.	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.


 


		11.	REQUIRED PROVISIONS.



 


Notwithstanding anything herein contained
to the contrary, the following provisions shall apply:


 


(a)            The
Board may terminate Executive's employment at any time, but any termination by the Bank's Board other than termination for Cause
shall not prejudice Executive's right to compensation or other benefits under this Agreement. Executive shall have no right to
receive compensation or other benefits under this Agreement for any period after Executive's termination for Cause.


 


(b)            Notwithstanding
anything herein contained to the contrary, any payments to Executive 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.


 






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(c)            Notwithstanding
anything else in this Agreement to the contrary (with the exception of Section 4(c)(i)), Executive's employment shall not be deemed
to have been terminated unless and until Executive has a Separation from Service within the meaning of Code Section 409A. For purposes
of this Agreement, a "Separation from Service" shall have occurred if the Bank and Executive reasonably anticipate that
either no further services will be performed by Executive after the date of termination (whether as an employee or as an independent contractor)
or the level of further services performed is less than 50 percent of the average level of bona fide services in the 36 months immediately
preceding the termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with
Treasury Regulation Section l.409A-l(h)(ii).


 


(d)           Notwithstanding
the foregoing, if Executive is a "specified employee" (i.e., a "key employee" of a publicly traded company
within the meaning of Section 409A of the Code and the final regulations issued thereunder) and any payment under this Agreement
is triggered due to Executive's Separation from Service, then solely to the extent necessary to avoid penalties under Section 409A
of the Code, no payment shall be made during the first six (6) months following Executive's Separation from Service. Rather, any
payment which would otherwise be paid to Executive during such period shall be accumulated and paid to Executive in a lump sum on the
first day of the seventh month following such Separation from Service. All subsequent payments shall be paid in the manner specified in
this Agreement.


 


(e)            If
the Bank cannot provide Executive or Executive's dependents any continued health insurance or other welfare benefits as required by this
Agreement because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such
benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive or Executive's beneficiary
or estate in the event of death a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of
the remaining benefits at the time of such determination. Such cash payment shall be made in a lump sum within 30 days after the later
of Executive's date of termination or the effective date of the rules or regulations prohibiting such benefits or subjecting the
Bank to penalties.


 


(f)            To
the extent not specifically provided in this Agreement, any compensation or reimbursements payable to Executive shall be paid or provided
no later than two and one-half (2.5) months after the calendar year in which such compensation is no longer subject to a substantial risk
of forfeiture within the meaning of Treasury Regulation Section l.409A-l(d).


 


(g)          Notwithstanding
anything in this Agreement to the contrary, Executive understands that nothing contained in this Agreement limits Executive's ability
to file a charge or complaint with the Securities and Exchange Commission or any other federal, state or local governmental agency or
commission ("Government Agencies") about a possible securities law violation without approval of the Bank (or any affiliate).
Executive further understands that this Agreement does not limit Executive's ability to communicate with any Government Agency or otherwise
participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other
information, without notice to the Bank (or any affiliate) related to the possible securities law violation. This Agreement does not
limit Executive's right to receive any resulting monetary award for information provided to any Government Agency.


 






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		12.	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.


 


		13.	GOVERNING LAW.



 


This Agreement shall be governed
by the laws of the State of New York, but only to the extent not superseded by federal law.


 


		14.	PAYMENT OF LEGAL FEES.



 


To the extent that such payment(s) may
be made without triggering penalty under Code Section 409A, all reasonable legal fees paid or incurred by Executive pursuant to any
dispute relating to this Agreement shall be paid or reimbursed by the Bank provided that the dispute is resolved in Executive's favor,
and such reimbursement shall occur no later than 60 days after the end of the year in which the dispute is settled or resolved in Executive's
favor.


 


		15.	INDEMNIFICATION.



 


The Bank shall provide Executive
(including Executive's heirs, executors and administrators) with coverage under a standard directors' and officers' liability insurance
policy at its expense, and shall indemnify Executive (and Executive's heirs, executors and administrators) in accordance with the charter
and bylaws of the Bank and to the fullest extent permitted under applicable law against all expenses and liabilities (including attorneys'
fees) reasonably incurred by Executive in connection with or arising out of any action, suit or proceeding in which he may be involved
by reason of Executive having been a director or officer of the Bank or any subsidiary or affiliate of the Bank.


 


		16.	NOTICE.



 


For the purposes of this Agreement,
notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when
delivered or mailed by certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses
set forth below:


 


	 	To the Bank:	Orange Bank &Trust Company
	 		212 Dolson Avenue
	 		Middletown, NY 10940
	 		Attention: Chief Executive Officer
	 	 	 
	 	To Executive:	Most
recent address on file with the Bank






 


[Signature Page Follows)


 






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IN WITNESS WHEREOF, the parties have executed
this Agreement as of the dates below.


 


By signing below, the Bank and Executive acknowledge
and agree that: (1) this Agreement shall supersede and replace the employment agreement between the Bank and Executive dated January 5,
2015 (the "Prior Agreement") as of the Effective Date; and (2) the Prior Agreement shall be terminated as of the
Effective Date.


 


	 	 	ORANGE BANK & TRUST COMPANY
	 	 	 
	 	 	 
	11/17/17	 	By:	/s/
    Michael J. Gilfeather
	Date	 	Name:	Michael J. Gilfeather
	 	 	Title: 	President and Chief Executive Officer 



 


	11/17/17

                           
	 	/s/ Joseph Ruhl
	Date	 	Joseph Ruhl
	 	 	 



 












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