Exhibit 10.8


 


ORANGE COUNTY TRUST COMPANY


 


Supplemental Executive Retirement
Plan

For


MICHAEL J. GILFEATHER


 






     


     


    

 


TABLE OF CONTENTS


 


	Article I.	 	DEFINITIONS	 	I




 


	Article II.	 	ELIGIBILITY AND VESTING	 	3




 


	Article III.	 	RETIREMENT BENEFIT	 	3




 


	Article IV.	 	TIME AND FORM OF PAYMENT OF THE RETIREMENT BENEFIT	 	4




 


	Article V.	 	CHANGE IN CONTROL	 	4




 


	Article VI.	 	REGULATORY PROVISIONS THAT MAY AFFECT EXECUTIVE'S RETIREMENT BENEFIT	 	5




 


	Article VII.	 	UNFUNDED PLAN	 	5




 


	Article VIII.	 	ADMINISTRATION OF THE PLAN	 	6




 


	Article IX.	 	AMENDMENT OR TERMINATION	 	7




 


	Article X.	 	GENERAL PROVISIONS	 	7




 


	Article XI.	 	COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 409A	 	8




 


	Article XII.	 	MISCELLANEOUS	 	9




 






     


     


    

 


PREAMBLE


 


This
Supplemental Executive Retirement Plan, established as of April 
7, 2014 (the "Plan")
by Orange County Bancorp, Inc.,
a Delaware corporation (the "Company
") and Orange County Trust Company (the "Bank")
is for the benefit of Michael J. Gilfeather, the President and
Chief Executive Officer of each the Company and the Bank (hereinafter , the
"Executive").


 


The
purpose of the Plan is to provide the Executive with a nonqualified retirement benefit in the amount of fifteen thousand ($15,000)
dollars that shall vest and become payable in accordance with the terms of this Plan .


 


The
Plan is intended to be an unfunded , non-qualified deferred compensation
plan. Neither the Company nor the Bank shall segregate or otherwise identify specific assets to be applied to the purposes of the Plan,
nor shall any of them or the Committee (defined below) established under this Plan be deemed to be
a trustee of any amounts to be paid under the Plan. Any liability of the Employer to Executive with respect to benefits payable under
the Plan shall be based solely upon such contractual obligations, if
any, as shall be created by the Plan,
and shall give rise only to a claim against the general assets of the Employer. No such liability
shall be deemed to be secured by any pledge or any other encumbrance on any specific property of the Company or the Bank.


 


Article I.


 


DEFINITIONS


 


The following
words and phrases shall have the meanings hereafter ascribed to them. Those words and phrases which have limited appl ication are defined
in the respective Articles in which such terms appear.


 


		1.1	"Beneficiary " means
such living person or living persons designated by the Executive to receive all or a part of the Retirement Benefit (described in Article 
3 of this Plan) after his death, or his personal or legal representative.
If the Executive designates no Beneficiary or if no Beneficiary survives the Executive , the
Beneficiary shall be the Executive 's estate.



 


		1.2	"Board" means
the Board of Directors of the Company and the Board of Directors of the Bank, each
as duly constituted from time to time.



 


		1.3	"Change in Control" means
a change in control as defined in Internal Revenue Code Section 409A and rules, regulations,
and guidance of general application thereunder issued by the Department of the Treasury, including:



 


		(a)	Change in ownership: a change in ownership of the Company occurs on 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) accumu lates ownership of Company
stock constituting more than fifty (50%) percent of the total
voting power of Company stock, or



 






     


     


    

 


		(b)	Change in effective control: (x) 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 forty (40%) percent or more of the total voting power
of Company stock, or (y) 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



 


		(c)	Change in ownership of a substantial portion of assets: a change in ownership of a substantial portion
of the Company 's assets occurs if in a 12-month period any one
person or persons acting as a group (but excluding an intra family acquisition or transfer of stock between members of the Morrison fami
ly) acquires from the Company assets having a total gross fair market value equal to or exceeding 40% of the total gross fair market value
of all of the Company 's assets immediately before the acquisition
or acquisitions. For this purpose , gross fair market value means
the value of the Company 's assets,
or the value of the assets being disposed of, determined
without regard to any liabi lities associated with the assets.



 


		1.4	"Code" means the Internal Revenue Code of 1986, as
amended from time to time.



 


		1.5	"Committee" means
the applicable Compensation Committee of the Boards of Directors of the Bank and/or
the Company.



 


		1.6	"Disability" means
(i) the inability of the Executive to engage in any substantial
gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can
be expected to last for a continuous period of not less than twelve months ; or
(ii) the Executive is receiving income replacement benefits for a period of not less than three months from the Employer 's
accident and health plan by reason of the Executive 's medically-determined
physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than
twelve months; or (iii) the Executive
has been determined to be totally disabled by the Social Security
Administration ; or (iv) the
Executive has been determined to be disabled in accordance with a disability insurance program , provided
that the definition of disability applied under such disability insurance program complies with the requirements of Treasury Regulation
§1.409A-3(i)(4).



 


		1.7	"Employer" means
the Bank and/or the Company, and any successor or assignee,
whether direct or indirect, by
purchase, merger , consolidation
or otherwise.



 


		1.8	"Plan Account" means
the bookkeeping account established and maintained by the Employer under this Plan using the regulatory accounting principles of the Bank's
primary federal regulator, into which appropriate reserves shall
be accrued .



 






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		1.9	"Separation from Service" means
a "separation from service"
within the meaning of Treas. Reg. §1.409A- l (h) and in accordance with the default rules thereunder
, which includes termination of the Executive 's
employment with the Company or the Bank, whether voluntarily or
involuntarily , by reason of death,
retirement , becoming disabled
, resignation or discharge.



 


Article II.


 


ELIGIBILITY
AND VESTING


 


		2.1	The Plan is available to the Executive only.



 


		2.2	The Executive shall vest in his Retirement Benefit upon completion of five (5) years of service
with the Employer with credit for vesting to commence on April 7, 2014.
Upon the Executive 's death,
Disability or a Change in Control, the
Executive shall become fully vested in the amounts credited to his Plan Account as of the date of his death,
Disability or a Change in Control, if
not otherwise already fully
vested .



 


Article III.


 


RETIREMENT
BENEFIT


 


		3.
I	The
Executive shall be entitled to a Retirement Benefit in an amount equal to fifteen thousand ($15,000)
dollars plus accrued interest. Interest shall be based on the prime rate as published in The Wall
Street Journal on the last business day
of the preceding calendar year plus one (1%)
percent. The interest shall be credited to Executive's
Plan Account beginning on the first business day of the calendar year, compounded
monthly. The interest rate determined as of the first business day of
the calendar year shall be
the same rate used for the entirety of the calendar year. For calendar year 2014,
the interest credited to Executive 's
Plan Account shall be pro-rated to reflect Executive 's
actual service during 2014. The Board may alter the interest crediting rate formula prospectively with respect to any future Plan Year.






 


		3.2	The Bank shall provide to the Partici pant, as
soon as practicable after the end of each calendar year, a statement
setting forth the Plan Account balance as of the end of such calendar year.



 


		3.3	The Board , in its sole and complete
discretion , may authorize
additional contributions to the Plan for the benefit of the Executive and may attach vesting and other requirements to such additional
contributions , as it determines to be appropriate. Nothing in
the preceding sentence shall be construed to require the Board to make any additional contributions or to consider making such additional
contributions at any time in the future.



 


		3.4	The Executive shall have no right to make contributions to this Plan.



 


		3.5	The Executive is a general unsecured
creditor of the Company and the Bank for the payment of the Retirement
Benefit. The Executive 's rights are not subject in any
manner to anticipation
, alienation, sale, transfer,
assignment, pledge, encumbrance,
attachment, or garnishment
by the Executive's creditors.



 






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Article IV.


 


TIME AND FORM OF PAYMENT OF
THE RETIREMENT BENEFIT


 


		4.1	Upon the Executive 's Separation
from Service for reasons other than a Change in Control, and subject to the vesting requ irements and other terms and conditions of this
Plan (including the "six-month delay"
rule of Section 409A of the Code), the
Employer shall pay to the Executive (or his Beneficiary , as applicable)
the entire balance of his Plan Account (the Retirement Benefit plus accrued interest through the date of Executive 's
Separation from Service) in a lump sum within the forty-five (45) day period following the Executive's Separation from Service. The payment
shall be made no later than ten (10) days
following the date the release (described in Section 4.3) becomes effective, except
that if the forty-five (45) day period spans two taxable years, the
payment will be made in the later of the two years following such Separation from Service.



 


		4.2	Subject to the other terms and conditions of this Plan (includ ing the "six-month
delay" rule of Section 409A of the Code),
if the Executive 's Separation
from Service is on account of death or Disability , the entire
balance of his Plan Account (the Retirement Benefit plus accrued interest through the date of death or Disability) shall immediately vest
(if not otherwise already vested) and be paid to the Executive or his Beneficiary , as
applicable, in a lump sum as soon as administratively practical
following the Executive 's death or Disability.



 


		4.3	Notwithstanding anything in this Plan to the contrary, amounts
payable under this Article 4 to the Executive or his Beneficiary are contingent upon the Executive and/or
the Beneficiary , as applicable,
timely signing and not revoking a release of all claims.



 


Article V.


 


CHANGE
IN CONTROL


 


		5.1	Upon the occurrence of a Change in Control, and
subject to the other terms and conditions of this Plan, the Executive
shall automatically vest, if not otherwise already
fully vested, in his Retirement
Benefit plus accrued interest calculated through the date of the Change in Control. Subject to the "six-month
delay" rule of Section 409A of the Code,
the Executive shall be entitled to his Plan Account balance payable as a lump sum no later than thirty
(30) days following the Change in Control, such amount to be subject
to applicable payroll taxes and withholdings.



 


		5.2	Ifthe
                                                                                               payment pursuant to this Article 5, either alone or
                                                                                               together with any other payments and benefits the Executive has the right to receive from the Employer, would
                                                                                               constitute a "parachute payment" under
                                                                                               Section 2800 of the Code, such payments and benefits
                                                                                               shall be reduced or revised , in the manner determined by
                                                                                               the Employer, by the
                                                                                               amount, if any, which
                                                                                               is the minimum necessary to result in no portion of such payments and benefits being non-deducti ble
to the Employer pursuant to Section  280G of the Code and subject to excise tax imposed under Section 4999 of the Code.



 






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Article VI.


 


REGULATORY PROVISIONS THAT MAY AFFECT


 


EXECUTIVE'S RETIREMENT BENEFIT


 


		6.1	If the Executive is suspended
from office and/or temporarily prohibited from participating in
the conduct of the Bank's affairs by a notice served under Section 8(e)(3) (12
U.S.C. §1818(e)(3) or Section 8(g)(l ) (12 U.S.C.§1818(g)(l ) of the Federal Deposit Insurance Act ("FDIA
"), as
amended by the Financial Institutions Reform , Recovery and Enforcement
Act of 1989, the Employer shall freeze the Executive 's Plan Account
and its obligations under this Plan shall be suspended as of the date of service, unless
stayed by appropriate proceedings. If the charges in the notice are dismissed
, the Employer shall restore the amounts credited to the Executive
's Plan Account as of the date of his suspension .



 


		6.2	If the
                                                                                               Executive is removed and/or permanently prohibited from participating in the conduct of the Bank's
                                                                                               affairs by an order issued under Section 8(e)(4) (12 U.S.C. §1818(e)(4))
or Section 8(g)(l ) (12 U.S.C.§1818(g)(l)) of the FDIA
, all obligations of the Employer under this Plan shall terminate
as of the effective date of the order, and Executive shall forfeit his entire Retirement Benefit.



 


		6.3	If the Bank is in default
as defined in Section 3(x)(l ) (12 U.S.C.
§18139(x)(l )) of the FDIA, all
obligations under this Plan shall terminate as of the date of default, but
this paragraph shall not affect any vested rights.



 


		6.4	All obligations under this Plan may be terminated (i) at the time the Federal Deposit Insurance
Corporation (the "FDIC")
enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) (12
U .S.C. §1823) of the FDIA; or (ii) at the time the
Bank's primary regulator approves a supervisory merger to resolve problems related to operation of the Bank when the Bank is determined
by the applicable regulator to be in an unsafe or unsound condition. Any vested rights shall not be affected by such action.



 


		6.5	Notwithstanding anything herein contained to the contrary, any
Retirement Benefit under this Plan is subject to and conditioned upon its compliance with Section  18(k)  of the FDIA,
12 U.S.C. §1828(k), and
the regulations promulgated thereunder in 12 C.F.R. Part 359, Golden
Parachute and Indemnification Payments.



 


Article VII.


 


UNFUNDED PLAN


 


		7.1	The Plan shall be administered as an unfunded plan and is not intended to meet the qualification requ irements of the Code. Neither
the Executive nor his Beneficiary shall be entitled
to receive any payment or benefits under this Plan from a qualified
trust maintained in connection with the Employer 's qualified
plans, if any.



 






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		7.2	To the extent that the Executive or Beneficiary acquires a right to receive benefits under the Plan,
such rights shall be no greater than those rights which guarantee to the Executive or Beneficiary
the strongest claim to such benefits, without resulting in the
Executive 's or Beneficiary 's
constructive recei pt of such benefits .



 


Article VIII.


 


ADMINISTRATION OF THE PLAN


 


		8.1	Except for the functions reserved to the Board in Section 8.2,
the administration of the Plan shall be the responsibility of the Committee.
The Committee shall have the power to designate persons other than Committee members to carry out
any duty or power which would otherwise be a responsibility of the Committee under the terms of the Plan. The Committee may designate
a person who may or may not
be a member of the Committee to be the "Administrator "
of the Plan.



 


		8.2	The Board shall have the power and the duty to take all actions and to make all decisions necessary or
proper to carry out the Plan. The determination of the Board as to any question involving the Plan shall be final,
conclusive and binding . The
Board shall have the power to determine the amount of benefits which shall be payable to the Executive in accordance with the provisions
of the Plan and to provide a full and fair review to the Executive if a claim for benefits has been denied in whole or in part.



 


		8.3	To the extent permitted by law, the
Committee and any person to whom it may delegate any duty or power
in connection with administering the Plan, the Company,
the Bank, and the officers
and directors thereof, shall be entitled to rely conclusively
upon, and shall be fully protected in any action taken or suffered
by them in good faith in the reliance upon , any actuary,
counsel, accountant ,
other specialist, or other
person selected by the Board , or in reliance upon any tables,
valuations , certificates,
opinions or reports which shall be furnished by any
of them. Further, to the extent
permitted by law, no member of the Committee,
nor the Company, the Bank,
nor the officers or directors thereof, shall
be liable for any neglect,
omission or wrongdoing of any other
members of the Committee, agent,
officer or employee of the Bank and the Company . Any
person claiming benefits under
the Plan shall look solely to the Employer for redress.



 


		8.4	All expenses incurred before the termination of the Plan that shall arise in connection with the administration
of the Plan (including, but not limited to administrative expenses,
proper charges and disbursements, compensation and other expenses and charges of any
actuary, counsel,
accountant, special ist, or
other person who shall be employed by the Board in connection
with the administration of the Plan), shall be paid by the Employer.



 


		8.5	Any person asserting any
rights under this Plan must submit a written claim to the Committee within thirty (30) days
of denial of a claim. The Committee shall review and evaluate
the claim and submit its findings and recommendations to the Board. The Board shall render
a decision within a reasonable period of time from the date on which it received the written claim, not to exceed ninety (90) days,
unless an extension of time is necessary due to reasonable cause.



 






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		8.6	The claimant must follow the claims procedures of Section 8.5 and exhaust his administrative remedies before taking any further
action with respect to a claim for benefits.



 


		8.7	Any dispute, controversy or claim arising under or in connection with this Plan that is not resolved
through the administrative procedures shall be settled exclusively by arbitration in Orange County,
New York (unless another location is mutually agreed to by the claimant and the Board),
in accordance with the rules of the American Arbitration Association then in effect. The arbitrator
shall be selected by mutual agreement of the claimant and the Board. Judgment may be entered on the arbitrators '
award in any court having jurisdiction. Unless otherwise provided in the rules of the American
Arbitration Association , the arbitrator shall,
in the award, allocate between
the parties the cost of arbitration, but excluding attorneys'
fees and other expenses of the parties, in
such proportion as the arbitrators deem just.



 


Article IX.


 


AMENDMENT
OR TERMINATION


 


	 	9.1	 The Board shall not suspend or terminate the Plan in whole or in part at any time, or
extend, modify , amend
or revise the Plan, in any way that wou ld result in the forfeiture
by Executive of his Retirement Benefit. Notwithstanding the preceding sentence, the
Board may unilaterally terminate or amend the Plan as may be necessary to implement any of the provisions of Article 6 of the Plan,
or as may be required by law. Any amendment or termination of the Plan shall be in compliance with
Section 409A of the Code and the regulations thereunder.



 


Article X.


 


GENERAL
PROVISIONS


 


		10.1	The Plan shall not be deemed to constitute an employment contract between the Employer and the Executive
nor shall anything herein contained be deemed to give the Executive any right to be retained in the employ of the Employer ,
or to interfere with the right of the Employer to discharge the Executive at any time and to treat
the Executive without any regard to the effect which such treatment might have upon Executive 's
benefits under the Plan.



 






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		10.2	If the Employer is unable to
make payment to the Executive , Beneficiary ,
or any other person to whom a payment is due under the Plan because it cannot ascertain the identity
or whereabouts of the Executive, Beneficiary ,
or other person after reasonable efforts have been made to identify or locate such person (including
a notice of the payment so due mailed to the last known address of the Executive , Beneficiary
, or other person shown on the records of the Employer),
such payment and all subsequent
payments otherwise due to the Executive, Beneficiary or other
person shall be forfeited 24 months after the date such payment
first became due; provided ,
however,
that such payment and any
subsequent payments shall be reinstated ,
retroactively , no later than
60 days after the date on which the Executive, Beneficiary ,
or other person shall make application therefor. Neither the Company ,
the Bank, the Committee nor
any other person shall have any duty or obligation under the Plan to make any effort to locate or identify any person entitled to benefits
under the Plan, other than to mail a notice to such person 's
last known mailing address. If upon the payment of any benefits under
the Plan, the Employer shall be required to withhold any amounts
with respect to such payment by reason of any federal, state or
local tax laws, rules or
regulations , then the Employer shall be entitled to deduct and
withhold such amounts from any such payments.



 


Article XI.


 


COMPLIANCE WITH INTERNAL REVENUE
CODE SECTION 409A


 


		11.1	The Employer and the Executive intend that their exercise of authority or discretion under this Agreement
shall comply with Section 409A of the Code. If when the Executive
's employment terminates the Executive is a specified employee,
as defined in Section 409A of the Code, and
if any payments under this Agreement, including Articles 4 or
5, will result in additional tax or interest to the Executive
because of Section 409A, then despite any
contrary provision of this Section 11.1, such
payments shall be made on the first to occur of the (x) a
date that is at least six months after termination of the Executive 's
employment for reasons other than the Executive 's death,
(y) the date of the Executive 's
death, or (z) any earlier date that does not result in additional
tax or interest to the Executive under Section 409A. As promptly as possible after the end of the period during which payments are
delayed under this provision,
the entire amount of the delayed payments shall be paid to the Executive in a single lump sum.
Interest shall continue to accrue on the balance of the Executive 's
Plan Account through the period during which payments are delayed.
If any provision
of this Agreement does not satisfy the requirements of Section 409A , such
provision shall nevertheless be applied in a manner consistent with those requirements. If
any provision of this Agreement would subject the Executive
to additional tax or interest under Section 409A , the Employer
shall reform the provision. However, the Employer
shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional
tax or interest, and the Employer shall not be required to incur
any additional compensation expense as a result of the reformed provision.



 


		11.2	Unless permitted under the provisions of Treasury Regulation § 1.409A-3(j)(4),
as may from time to time be
amended , payment of the Retirement Benefit may
not be accelerated.



 






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		11.3	Subject to the requirements of Treasury Regulation § l .409A-2(b),
the Board may permit a delay in the payment or a change in the form of payment of the Retirement Benefit.
A request for any such change shall be made to the Committee and, if
approved by the Board , shall become irrevocable not later than
thirty (30) days following the Board's approval, subject to the following rules:



 


		(a)	the change shall not become effective until at least twelve (12) months after the date on which the change
is approved ;



 


		(b)	the payment (except in the case of death, disability
, or unforeseeable emergency) upon which the change is made is
deferred for a period of not less than five (5) years from the date such payment would otherwise have been paid ;
and



 


		(c)	in the case of a payment made at a specified time, the
change must be made not less than twelve (12) months before the date the payment is scheduled to be paid.



 


Article XII.


 


MISCELLANEOUS


 


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



 


		12.2	The provisions of the Plan shall be construed , administered
and governed under applicable federal laws and the laws of the State of New York. In applying the laws of the State of New York,
no effect shall be given to conflict of laws principles that would cause the laws of another jurisdiction
to apply.



 


		12.3	This Plan shall be binding upon the Bank and the Company , their
successors and assignees. The Bank and the Company 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 or the Company,
to expressly and unconditionally agree, in writing, to assume
and discharge the Bank's and the Company 's obligations under
this Plan, in the same manner and to the same extent that the Bank and/or
the Company would be required to perform if no such succession or assignment had taken place.



 


		12.4	Whenever words are used in the masculine or neutral gender in this Plan,
they shall be read and construed as in the masculine , feminine
or neutral gender, as appropriate.



 


		12.5	Headings in this Plan are inserted for reference and convenience only and shall not be deemed a part of the Plan.



 






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IN WITNESS WHEREOF,
the Bank and the Company have duly executed this Plan, effective
as of the date first above written.


 





	 	ORANGE COUNTY TRUST COMPANY
	 	 
	 	By	/s/ Louis Heimbach	 	Date:	 7/10/15
	 	 
	 	ORANGE COUNTY BANCROP, INC.
	 	 
	 	By	/s/ Louis Heimbach	 	Date	7/10/15
	 	 
	 	 



 






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