Exhibit 10.1 


EMPLOYMENT AGREEMENT


 


 


This AGREEMENT (“Agreement”)
is made as of March 1, 2012 (the “Effective Date”), by and between The Oneida Savings Bank (the “Bank”),
a New York chartered savings bank, Michael R. Kallet, an individual residing in Oneida, New York, (“Executive”) and
Oneida Financial Corp. (the “Company”), a Maryland corporation and the holding company of the Bank, as guarantor. The
Bank and Company are collectively referred to as the “Employer”.


 


WHEREAS, Executive and
the Board of Directors of the Bank desire to enter into an agreement setting forth the terms and conditions of Executive’s
employment and provide for the continued service of the Executive; and


 


WHEREAS, the Bank recognizes
the importance of Executive to the Bank’s operations, and desires to assure the continuity of its management and enable the
Executive to devote his full attention to management responsibilities when faced with a possible change in control of the Bank
or the Company.


 


NOW, THEREFORE, in consideration
of the mutual promises and covenants herein contained, it is hereby agreed as follows:


 


	1.	Employment.




 


(a)Term.
The term of the Executive’s employment under this Agreement shall begin as of the date first above written and shall continue
for a period of twenty-four (24) full calendar months (the “Initial Term”) thereafter. Commencing on the first anniversary
date of this Agreement, and continuing at each anniversary date thereafter, this Agreement shall renew for an additional twelve
(12) months such that the remaining term shall be twenty-four (24) full calendar months. On an annual basis following the Initial
Term, the Compensation Committee will conduct a comprehensive performance evaluation and review of the Executive for purposes
of determining whether to extend this Agreement. If the decision of the Compensation Committee is not to renew the Agreement,
then the Compensation Committee shall provide the Executive with a written notice of non-renewal (“Non-Renewal Notice”)
at least ten (10) days and not more than thirty (30) days prior to any anniversary date. The Non-Renewal Notice will provide that
this Agreement shall cease at the end of twenty-four (24) months following such anniversary date. The Initial Term and any renewal
term are collectively referred to herein as the “Employment Term.”


 


(b)Duties.
The Executive shall serve as Chief Executive Officer of the Bank and President and Chief Executive Officer of the Company during
the Employment Term and shall have such responsibilities, duties and authority as is customary for persons serving in similar
chief executive officer positions and as may from time to time be reasonably assigned by the respective Boards of the Employer.
As Chief Executive Officer of the Company and the Bank, the Executive shall be responsible for implementing the policies of the
Board of Directors of the Company and the Board of Directors of the Bank, and shall report to such respective Boards, as applicable.
In such capacity, Executive agrees to discharge his duties to the best of his abilities and to devote substantially all of his
working time and attention to the performance of his duties under this Agreement. During the Employment Term, there shall be no
material decrease in the duties and responsibilities of the Executive other than as provided herein, unless the parties otherwise
agree in writing. During the Employment Term, the Executive shall not be required to relocate, without his consent, his place
of employment to a location more than 25 miles away from the Employer’s Oneida, New York location to perform his duties
hereunder, except for reasonably required travel by the Executive on the business of the Employer. The Executive may affiliate
with professional associations, business and civic organizations in support of his role as Chief Executive Officer, provided that
Executive’s involvement in such activities does not adversely affect the performance of his duties on behalf of the Company
or the Bank or the reputation of the Company or Bank.


 



    	 



    	 



    



	2.	Compensation and Benefits.




 


(a)Base Salary. The Executive shall
initially be paid a base salary at an annualized rate of $375,000.00 (as may be adjusted from time to time in accordance with
this Agreement, “Base Salary”), payable in accordance with the Employer’s regular payroll practices for its
employees. On an annual basis, the Executive’s Base Salary shall be reviewed by the Employer and may be increased in the
discretion of the Board of Directors and Compensation Committee of the Employer. In reviewing the Executive’s Base Salary,
the Board of Directors of the Employer shall consider the Executive’s performance, scope of responsibility, and such other
matters as the Board of Directors or the Compensation Committee of the Board deems appropriate. The Base Salary of the Executive
shall not be decreased at any time during the current Employment Term from the amount then in effect, unless the Executive otherwise
agrees in writing. The Executive shall also be entitled to receive fees for serving as a director of the Bank, except that Executive
shall not be paid fees for attendance at committee meetings.


 


(b)Bonuses and Incentive Compensation.
The Executive shall be eligible to participate in an equitable manner with all other employees of the Employer in any bonus or
other incentive programs (including any stock option or equity compensation plans) as may be authorized, declared and paid by the
Boards of Directors of the Employer. This provision shall not preclude the grant of any other bonus or compensation to the Executive
as determined by the Board of Directors of the Employer. Payment of a bonus to the Executive pursuant to this Section 2(b), if
applicable, shall be made no later than March 15 of the calendar year immediately following the year in which the performance bonus
was earned.


 


(c)Benefit Plans. The Executive
shall be eligible to participate in any employee pension benefit plans (as that term is defined under Section 3(2) of the Employee
Retirement Income Security Act of 1974, as amended), group life insurance plans, medical plans, dental plans, long-term disability
plans, and other fringe benefit plans or programs maintained by the employer for the benefit of its employees (“Benefit Plans”).
The Executive’s participation in any such benefit plans and programs (before or after termination) shall be based on, and
subject to satisfaction of, the eligibility requirements and other conditions of such plans and programs notwithstanding any provisions
of this Agreement. The Executive shall be entitled to such supplemental benefits as set forth on the attached Exhibit A to this
Agreement, which may be amended from time-to-time upon the mutual agreement of Executive and Employer.


 



    	 



    	 



    



(d)Expenses. The Executive is
authorized to incur reasonable expenses in the performance of his duties hereunder, including the costs of business entertainment,
travel, and attendance at meetings. The Employer shall reimburse the Executive for all such expenses promptly upon periodic presentation
by the Executive of an itemized account of such expenses. All reimbursements pursuant
to this Section 2(d) shall be paid promptly by the Employer and in any event no later than March 15 of the year immediately following
the year in which the expense was incurred. 


 


(e)Other Benefits. During the
period of employment, the Executive shall also be entitled to receive the following benefits:


 


(i)Paid vacation in accordance with
the Employer’s Employee Handbook;


 


(ii)Reasonable sick leave consistent
with the Bank’s policy in that regard for other executive officers; and


 


(iii)Reimbursement of fees or dues
(but not personal expenses) for up to two club memberships of the Executive at dining or country clubs as may be beneficial to
the Executive’s role with the Bank. The choice of clubs shall be subject to review and disapproval by the Board of Directors
of the Bank at any time.


 


(iv)Use of a Bank owned or leased vehicle
of type commensurate with the Executive’s duties and role with the Bank as reviewed and approved by the Board of Directors.


 


(f)Exclusivity of Salary and Benefits.
Executive shall not be entitled to any payments or benefits other than those provided under this Agreement or referred to in Exhibit
A.


 


	3.	Termination.




 


Prior to a Change of Control,
the Executive’s employment by the Employer shall be subject to termination as follows:


 


(a)Voluntary Termination. The
Executive may terminate this Agreement upon not less than 60 days prior written notice delivered to the Employer, in which event
the Executive shall be entitled only to the compensation and benefits the Executive has earned or accrued through the date of termination.
Employer may appropriately adjust Executive’s duties upon notice of such termination.


 


(b)Termination Upon Death. This
Agreement shall terminate upon the Executive’s death. In the event this Agreement is terminated as a result of the Executive’s
death, the Employer shall continue payments of the Executive’s Base Salary and payments related to Executive’s participation
in the Benefit Plans which would have otherwise been due for a period of 90 days following the Executive’s death to the Executive’s
estate or designated beneficiaries. Such continued payment of Base Salary shall be made in accordance with the regular payroll
practices of the Employer.


 



    	 



    	 



    



(c)Termination Upon Disability.
Termination of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of
the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable 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 last
for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment
that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income
replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank
or the Company; or (iii) Executive is determined to be totally disabled by the Social Security Administration.


 


The Employer may terminate
this Agreement upon the Executive’s Disability. Once the Executive is determined to be Disabled, the Executive shall be entitled
to 100% of the Executive’s Base Salary and continued benefits under the Benefit Plans otherwise payable during that period,
reduced by any other Employer-provided benefits to which the Executive may be entitled with respect to such Disability (including,
but not limited to, benefits provided under any disability insurance policy or program, worker’s compensation law, or any
other benefit program or arrangement). Such continued payment of Base Salary shall be paid to the Executive in accordance with
the regular payroll practices of the Employer for period of one year following the date on which the Executive is determined to
be Disabled.


 


(d)Termination for Cause. The
Employer may terminate the Executive’s employment for Cause by written notice to the Executive. For purposes of this Agreement,
“Cause” shall mean the Executive’s (1) personal dishonesty, incompetence, or willful misconduct; (2) breach of
fiduciary duty involving personal profit or intentional failure to perform material stated duties; (3) willful violation of any
law, rule, or regulation (other than traffic violations or similar offenses); (4) being a specific subject of a final cease and
desist order from, written agreement with, or other order or supervisory direction from, any federal or state regulatory authority;
or (5) conviction or indictment of Executive for a felony or any misdemeanor involving moral turpitude, deceit, dishonesty or fraud.
In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the financial institutions
industry; provided, it shall be the burden of the Employer to establish the alleged acts and omissions and the prevailing nature
of the standards the Employer shall have alleged are violated by such acts and/or omissions.


 


Notwithstanding any other
term or provision of this Agreement to the contrary, if the Executive’s employment is terminated for Cause, the Executive
shall forfeit all rights to payments and benefits otherwise provided pursuant to this Agreement; provided, however, that Base Salary
shall be paid through the date of termination.


 


(e)Termination Without Cause.
The Employer may terminate the Executive’s employment for reasons other than Cause upon not less than 60 days prior written
notice delivered to the Executive, in which event the Employer shall (i) pay to the Executive within 30 days of the date of termination
the following a lump sum payment equal to the unpaid Base Salary that would have been paid to or earned by the Executive pursuant
to this Agreement, if the Executive had remained employed under the terms of this Agreement through the end of the Employment Term,
or for a period of six months following the date of termination, whichever period is longer and (ii) continue payments related
to Executive’s participation in any medical, dental and life insurance benefit plans at the same levels that existed prior
to the termination for a period of 18 months following the termination date. If the Executive terminates his employment with the
Employer during the Employment Term for “Good Reason” (defined in Section 4(d) below), other than following a Change
of Control, such termination shall be deemed to have been a termination by the Employer of the Executive’s employment without
Cause, and the Executive shall be entitled to the benefits provided in this Section 3(e).


 



    	 



    	 



    



Notwithstanding the foregoing,
if Executive’s employment ends for reasons other than Cause and under circumstances that entitled the Executive to payments
and benefits under Section 4(a) of this Agreement (regarding a “Change of Control”), then amounts that may be payable
under this paragraph 3(e) shall be reduced by payments made to Employee under Section 4(a).


 


(f)Change of Control. If the
Executive’s employment by the Employer shall cease for any reason other than Cause, death or disability of Executive, or
termination for Good Reason by Executive within six months prior to, or 12 months following, a Change of Control that occurs during
the Employment Term, the provisions of Section 4 below shall apply even if the Employment Term under this Agreement has expired.


 


(g)Resignation. Effective upon
the Executive’s termination of employment for any reason, the Executive hereby resigns from any and all offices and positions
(including any director positions) related to the Executive’s employment with the Employer and any subsidiaries or affiliates
thereof, and held by the Executive at the time of termination.


 


(h)Regulatory Limits. Notwithstanding
any other provision in this Agreement, (i) the Employer may terminate or suspend this Agreement and the employment of the Executive
hereunder, as if such termination were for Cause under Section 3(d) hereof, to the extent required by applicable Federal or state
law related to banking, deposit insurance or bank or savings institution holding companies or by regulations or orders issued by
the Federal Deposit Insurance Corporation or any other state or federal banking regulatory agency having jurisdiction over the
Company or the Bank and (ii) no payment shall be required to be made to or for the benefit of the Executive under this Agreement
to the extent such payment is prohibited by applicable law, regulation or order issued by a banking agency or a court of competent
jurisdiction; provided that it shall be the Employer’s burden to establish that any such action was so required.


 


(i)Excess Payments.
Notwithstanding the foregoing, in the event the Executive is a Specified Employee (as defined herein), then, solely, to the extent
required to avoid penalties under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Executive’s
payments shall be delayed until the first day of the seventh month following the Executive’s Separation from Service (as
defined below). A “Specified Employee” shall be interpreted to comply with Section 409A of the Code and shall mean
a key employee within the meaning of Section 416(i) of the Code (without regard to paragraph 5 thereof), but an individual shall
be a “Specified Employee” only if the Bank or Company is or becomes a publicly traded company.


 



    	 



    	 



    



	4.	Termination Following a Change of Control.




 


(a)Subject to the limits set forth
in Section 4(b), in the event the Employer terminates the Executive’s employment for reasons other than Cause, death or disability
of Executive, or the Executive terminates employment with Good Reason, in either case within six months prior to, or 12 months
after, a Change of Control, the Employer shall, within 30 days of termination, (i) pay to the Executive a lump sum cash payment
equal to 2.99 times the average annual compensation paid to the Executive by Employer and included in the Executive’s gross
income for income tax purposes during the five full calendar years, or shorter period of employment, that immediately precede the
year during which the Change of Control occurs, and (ii) provide for Executive’s continued participation in any medical,
dental and life insurance benefit plans on substantially the same terms in existence at the time of termination for a period of
18 months following the termination date.


 


(b)Limitation. Notwithstanding
anything in this Agreement to the contrary, in the event that the amount payable to the Executive pursuant to Section 4(a) above,
when added to all other amounts paid or to be paid to, and the value of all property received or to be received by the Executive
in anticipation of or following a Change of Control, whether paid or received pursuant to this Agreement or otherwise (such other
amounts and property being referred to herein as “Other Change in Control Payments”), would constitute an excess parachute
payment within the meaning of Section 280G of the Code (or any successor or renumbered section), then the amount payable pursuant
to Section 4(a) of this Agreement shall be reduced to the maximum amount which, when added to such Other Change in Control Payments,
would not constitute an excess parachute payment. The allocation of any reduction required by this subparagraph among various payments
shall be made based on the directions of the Executive, provided however that if it is determined that such election by the Executive
shall be in violation of Section 409A of the Code, the allocation of the required reduction shall be applied pro-rata to the various
payments.


 


(c)For purposes of this Agreement,
a “Change of Control” shall mean:


 


(1)Acquisition of Significant Share
Ownership: The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or more of the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”);
provided, however, that for purposes of this subsection (1), the following acquisitions shall not constitute a Change of Control:
(i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Company, the Bank or any other corporation controlled by the Company or
(iv) any acquisition by any corporation pursuant to a transaction that complies with clauses (i), (ii), and (iii) of subsection
(3) of this Section 4(c); or


 



    	 



    	 



    



(2)Change in Board Composition:
Individuals who, as of the date hereof, constitute the Board of Directors of the Company (the “Incumbent Board”) cease
for any reason to constitute at least a majority of such Board of Directors (the “Company Board”); provided, however,
that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by Company shareholders,
was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though
such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption
of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or
other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Company Board; or


 


(3)Merger with Third Party:
Consummation of reorganization, merger or consolidation of the Company with another entity (a “Business Combination”),
unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial
owners of the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 50% of the then outstanding shares of common stock and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors of the corporation resulting from such Business Combination
(including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all
of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Business Combination, (ii) no Person (excluding any corporation resulting from such Business
Combination or any employee benefit plan (or related trust) of the Company, the Bank, such corporation resulting from such Business
Combination or a corporation controlled by any of them) beneficially owns, directly or indirectly, 25% or more of the then outstanding
shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding
voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii)
at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members
of the Incumbent Board at the time of the execution of the initial agreement, providing for such Business Combination; or


 


(4)Sale of Assets: The Company
sells or deposes of all or substantially all of its assets to a third party.


 


(d)“Good Reason” shall
mean the Executive’s resignation from the Bank’s employ upon any of the following, unless consented to by Executive:


 


(1)failure to appoint Executive to
the position set forth in Section 1, or a material change in Executive’s function, duties, or responsibilities, which change
would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and responsibilities
described in Section 1, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing
breach of this Agreement by the Bank);






    	 



    	 



    
 


(2)a relocation of Executive’s
principal place of employment to a location that is more than 25 miles from the location of the Bank’s principal executive
offices as of the date of this Agreement;


 


(3)a material reduction in the benefits
and perquisites, including Base Salary, to Executive from those being provided as of the Effective Date (except for any reduction
that is part of a reduction in pay or benefits that is generally applicable to officers or employees of the Bank);


(4)a liquidation
or dissolution of the Bank;


 


(5)      a material breach of this Agreement by the Bank.


 


Upon the occurrence of
any event described in clause above, Executive shall have the right to elect to terminate his employment under this Agreement by
resignation upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed ninety
(90) days) after the event giving rise to the right to elect, which termination by Executive shall be an Event of Termination.
The Bank shall have at least 30 days to remedy any condition set forth in clause (d) (1)-(5), provided, however the Bank shall
be entitled to waive such period and make an immediate payment hereunder.


 


(e)Excess Payments.
Notwithstanding the foregoing, in the event the Executive is a Specified Employee (as defined herein), then, solely, to the extent
required to avoid penalties under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Executive’s
payments shall be delayed until the first day of the seventh month following the Executive’s Separation from Service (as
defined below). A “Specified Employee” shall be interpreted to comply with Section 409A of the Code and shall mean
a key employee within the meaning of Section 416(i) of the Code (without regard to paragraph 5 thereof), but an individual shall
be a “Specified Employee” only if the Bank or Company is or becomes a publicly traded company.


 


	5.	Covenants.




 


(a)Confidentiality. The Executive
shall not, without the prior written consent of the Employer, disclose or use in any way, either during the Employment Term or
thereafter, except as required in the course of his employment by Employer, any confidential business or technical information
or trade secret acquired in the course of the Executive’s employment by the Employer. The Executive acknowledges and agrees
that it would be difficult to fully compensate the Employer for damages resulting from the breach or threatened breach of the foregoing
provision and, accordingly, that the Employer shall be entitled to temporary preliminary injunctions and permanent injunctions
to enforce such provision. This provision with respect to injunctive relief shall not, however, diminish the Employer’s right
to claim and recover damages. The Executive covenants to use his best efforts to prevent the publication or disclosure of any trade
secret or any confidential information concerning the business or finances of Employer or Employer’s affiliates, or any of
their dealings, transactions or affairs which may come to the Executive’s knowledge in the pursuance of his duties or employment.


 



    	 



    	 



    



(b)No Competition. The Executive’s
employment is subject to the condition that during the term of his employment hereunder and for a period of 24 months following
the date his employment ceases for any reason, the Executive (i) shall not, directly or indirectly, own, manage, operate, control
or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director,
individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in
the conduct of, any entity or business (a “Competitive Operation”) which competes in the banking industry or with any
other business conducted by the Employer or by any group, affiliate, division or subsidiary of the Employer, in Madison, Oneida
or Onondaga County, (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting,
inducing or influencing any person to leave employment with the Employer; and (iii) will refrain from soliciting or encouraging
any customer to terminate or otherwise modify adversely its business relationship with the Employer. The Executive shall fully
advise the Employer as to any activity, interest, or investment the Executive may be involved in that might violate the terms of
this paragraph upon the request of Employer.


 


(c)Termination of Payments.
Upon the breach by the Executive of any covenant under this Section 5, the Employer may terminate, offset and/or recover from the
Executive immediately any and all benefits paid to the Executive pursuant to this Agreement, in addition to any and all other remedies
available to the Employer under the law or in equity.


 


(d)Modification. Although the
parties consider the restrictions contained in this Section 5 reasonable as to protected business, duration, and geographic area,
in the event that any court of competent jurisdiction deems them to be unreasonable, then such restrictions shall apply to the
broadest business, longest period, and largest geographic territory as may be considered reasonable by such court, and this Section
5, as so amended, shall be enforced.


 


(e)Other Agreements. The Executive
represents and warrants that neither the Executive's employment with the Employer nor the Executive’s performance of his
obligations hereunder will conflict with or violate the Executive’s obligations under the terms of any agreement with a previous
employer or other party including agreements to refrain from


competing, directly or indirectly, with the
business of such previous employer or any other party.


 


	6.	Miscellaneous.




 


(a)Withholding. The Employer
shall deduct and withhold from compensation and benefits provided under this Agreement all necessary income and employment taxes
and any other similar sums required by law to be withheld.


 


(b)Rules, Regulations and
Policies. The Executive shall use his best efforts to abide by and comply with all of the rules, regulations, and policies
of the Employer, including without limitation the Employer's policy of strict adherence to, and compliance with, any and all requirements
of the banking, securities, and antitrust laws and regulations.


 


(c)Return of Employer's Property.
After the Executive has received notice of termination or at the end of his period of employment with Employer, whichever first
occurs, the Executive shall immediately return to Employer all documents and other property in his possession belonging to Employer.


 



    	 



    	 



    



(d)Construction and Severability.
The invalidity of anyone or more provisions of this Agreement or any part thereof, all of which are inserted conditionally upon
their being valid in law, shall not affect the validity of any other provisions to this Agreement; and in the event that one or
more provisions contained herein shall be invalid, as determined by a court of competent jurisdiction, this Agreement shall be
construed as if such invalid provisions had not been inserted.


 


(e)Governing Law. This Agreement
shall be governed by the laws of the United States, where applicable, and otherwise by the laws of the State of New York other
than the choice of law rules thereof.


 


(f)Assignability and Successors.
This Agreement may not be assigned by the Executive or the Employer, except that this Agreement shall be binding upon and shall
inure to the benefit of the successor of the Employer through merger or corporate reorganization.


 


(g)Jurisdiction and Venue. The
jurisdiction of any proceeding between the parties arising out of, or with respect to, this Agreement shall be in a court of competent
jurisdiction in New York State, and venue shall be in Madison or Onondaga County. Each party shall be subject to the personal jurisdiction
of the courts of New York State.


 


(h)Arbitration of Disputes.
Any controversy or claim arising out of or relating to this Agreement or the breach thereof or otherwise arising out of the Executive’s
employment or the termination of that employment (including, without limitation, any claims of unlawful employment discrimination
whether based on age or otherwise) shall, to the fullest extent permitted by law, be settled by arbitration in any forum and form
agreed upon by the parties or, in the absence of such an agreement, under the auspices of the American Arbitration Association
(“AAA”) in Syracuse, New York in accordance with the rules of the AAA, including, but not limited to, the rules and
procedures applicable to the selection of arbitrators. Judgment upon the award rendered by the arbitrator may be entered in any
court having jurisdiction thereof. Notwithstanding the foregoing, this Section shall not preclude either party from pursuing a
court action for the sole purpose of obtaining a temporary restraining order or a preliminary injunction in circumstances in which
such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this
Section.


 


(i)Entire Agreement; Amendment.
This Agreement constitutes the entire understanding and Agreement between the parties with respect to the subject matter hereof
and shall supersede all prior understandings and agreements. This Agreement cannot be amended, modified, or supplemented in any
respect, except by a subsequent written agreement entered into by the parties hereto.


 



    	 



    	 



    



(j)Separation from Service.Notwithstanding
anything else in this Agreement to the contrary, Executive’s employment shall not be deemed to have been terminated unless
and until Executive has a Separation from Service within the meaning of Section 409A of the Code. For purposes of this Agreement,
a “Separation from Service” shall have occurred if the Employer and the Executive reasonably anticipate that either
no further services will be performed by the Executive after the date of the termination (whether as an employee or as an independent
contractor) or the level of further services performed is less than 50% 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 1.409A-1(h)(ii).


 


[Signature Page to Follow]


 


 


 


 


 



    	 



    	 



    

IN WITNESS WHEREOF, the
parties have duly executed this Agreement as of the date first above written.


 


	 	THE ONEIDA SAVINGS BANK
	 	 	 
	 	 	 
	 	By:	/s/ Rodney D. Kent
	 	 	Rodney D. Kent
	 	 	Chairman of the Executive Committee
	 	 	 
	 	 	 
	 	By:	/s/ Patricia D. Caprio
	 	 	Patricia D. Caprio
	 	 	Chairperson of Compensation Committee
	 	 	 
	 	ONEIDA FINANCIAL CORP.
	 	 	 
	 	 	 
	 	By:	/s/ Richard B. Myers
	 	 	Richard B. Myers
	 	 	Chairman
	 	 	 
	 	 	 
	 	By:	/s/ Patricia D. Caprio
	 	 	Patricia D. Caprio
	 	 	Chairperson of Compensation Committee
	 	 	 
	 	EXECUTIVE:
	 	 	 
	 	 	 
	 	/s/ Michael R. Kallet
	 	Michael R. Kallet


 



    	 



    	 



    

Exhibit A








 


 


SUPPLEMENTAL BENEFITS


 


In accordance with Section 2(c) of the Employment
Agreement, dated March 1, 2012 between Michael R. Kallet, The Oneida Savings Bank and Oneida Financial Corp. (the “Employment
Agreement”), this Exhibit contains the exclusive listing of supplemental benefits which the Executive is entitled to in addition
to the compensation and benefits expressly referenced in the Employment Agreement. This Exhibit may be amended from time-to-time
upon the mutual agreement of the Executive and the Compensation Committee and board of directors of Employer.


 


	Supplemental Life Insurance – The Company will provide
the Executive with additional term life insurance to supplement the group coverage provided to all employees of the Company, the
cost of this policy to be paid by the Company with the Executive responsible for the personal income tax consequences of the additional
benefit. The Company provides a group plan with a maximum death benefit of $250,000.00. The additional term life insurance provided
under this agreement is a supplement to the group term life insurance provided to all employees to provide an overall benefit to
the Executive equal to three and one-half times Base Salary with a combined benefit cap of $1,500,000.00.
	Supplemental Long-Term Disability Insurance – The Company
will provide the Executive with a long-term disability policy to supplement the group coverage provided to all employees of the
Company. The group coverage provides a benefit equal to two-thirds of Base Salary with a maximum benefit of $10,000.00 per month.
The supplemental long-term disability insurance will wrap the current group policy to provide an overall benefit to the Executive
equal to two-thirds of Base Salary without a benefit cap. The cost of this benefit to be paid by the Company.