Exhibit 10.3


EMPLOYMENT AGREEMENT


 


 


This AGREEMENT (“Agreement”)
is made as of March 1, 2012, by and between The Oneida Savings Bank (the “Bank”), a New York chartered savings bank,
Thomas H. Dixon, an individual residing in Sherrill, 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 Executive Vice President and Chief Credit Officer of the Bank and as Executive Vice President Company
during the Employment Term and shall have such responsibilities, duties and authority as is customary for persons serving in similar
officer positions and as may from time to time be reasonably assigned by the respective Boards of the Employer. 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 the President and Chief Operating Officer. 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 an officer of the Bank, 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 $225,000.00 (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.


 


(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)The
Executive will receive a monthly vehicle allowance of $700 for the purchase/lease and maintenance of a vehicle available for necessary
business travel 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 non-taxable benefits under the Benefit
Plans for a period of 26 consecutive weeks immediately following the date on which the Executive is determined to be Disabled,
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). Any payment of Base Salary shall be made in accordance with the regular payroll practices
of the Bank. 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 to when written notice is delivered to the Executive, in which event the Employer shall (i) pay to the Executive
within 30 days following the date of termination a lump sum payment equal to (i) 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) a cash bonus payment equal to the estimated amount necessary for the Executive to use the after-tax portion of said payment
to pay the premiums of the Executive’s supplemental benefits as provided in Exhibit A for a period of 18 months following
the termination date. In addition, the Employer shall provide continued life insurance coverage and non-taxable medical and dental
insurance coverage at substantially 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 paragraph 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 paragraph 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 following 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) a cash bonus payment equal
to the estimated amount necessary for the Executive to use the after-tax portion of said payment to pay the premiums of the Executive’s
supplemental benefits as provided in Exhibit A for a period of 18 months following the termination date. In addition, the Employer
shall provide continued life insurance coverage and non-taxable medical and dental insurance coverage at substantially the same
levels that existed prior to the 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 directions by the Executive shall be in violation of Code Section 409A, the allocation of the required reduction shall
be 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 (v) 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 Company or the Bank;


 


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


 


Upon
the occurrence of any event described in clauses (1) through (5) above, the Executive shall have the right to elect to terminate
his employment under this Agreement by resignation within a reasonable period of time (not to exceed ninety (90) days) after the
event giving rise to the right to elect. The Bank shall have at least 30 days to remedy any condition set forth in clauses (d)(1)-(5)
above, provided, however the Bank shall be entitled to waive such period and make an immediate payment in accordance with the
applicable section of this Agreement.


 


(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/ Thomas H. Dixon
	 	Thomas H. Dixon


 



    	 



    	 



    

Exhibit A


 


 


 


 


SUPPLEMENTAL BENEFITS


 


In accordance with Section 2(c) of the Employment Agreement, dated
March 1, 2012 between Thomas H. Dixon, 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 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 $750,000.00.
	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.