EX-10.23



 EXHIBIT 10.23 

THE CORTLAND SAVINGS AND BANKING COMPANY 

AMENDED SALARY CONTINUATION AGREEMENT 

This AMENDED SALARY CONTINUATION AGREEMENT (this
“Agreement”) is entered into as of             , 20    , by and between The Cortland Savings and Banking Company (the “Bank”), an Ohio-chartered,
FDIC-insured member bank, and David J. Lucido, Senior Vice President and Chief Financial Officer of the Bank (the “Executive”). 

WHEREAS, the Executive has contributed substantially to the success of the Bank and its parent company,
Cortland Bancorp, an Ohio corporation, and the Bank desires that the Executive continue in its employ, 

WHEREAS, to encourage the Executive to remain an employee, the Bank is willing to provide to the
Executive salary continuation benefits payable from the Bank’s general assets, 
 WHEREAS, as of
the date of this Agreement none of the conditions or events included in the definition of the term “golden parachute payment” that is set forth in section 18(k)(4)(A)(ii) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)(4)(A)(ii)]
and in Federal Deposit Insurance Corporation Rule 359.1(f)(1)(ii) [12 CFR 359.1(f)(1)(ii)] exists or, to the best knowledge of the Bank, is contemplated insofar as the Bank is concerned, 

WHEREAS, the Bank and the Executive intend that this Agreement amend and restate in its entirety the
June 1, 2010 Salary Continuation Agreement between the Executive and the Bank, and 
 WHEREAS, the
parties hereto intend that this Agreement be considered an unfunded arrangement maintained primarily to provide supplemental retirement benefits for the Executive, and to be considered a non-qualified benefit plan for purposes of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”). The Executive is fully advised of the Bank’s financial status. 

NOW THEREFORE, in consideration of the foregoing premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows. 

ARTICLE 1 

DEFINITIONS 

1.1 “Accrual Balance” means the liability that should be accrued by the Bank under generally accepted accounting
principles (“GAAP”) for the Bank’s obligation to the Executive under this Agreement, applying Financial Accounting Standards Board ASC 710-10-30 (formerly known as Accounting Principles Board Opinion No. 12, as amended by
Statement of Financial Accounting Standards No. 106), and the calculation method and discount rate specified hereinafter. The Accrual Balance is calculated such that when it is credited with interest each month the Accrual Balance at Normal
Retirement Age equals the present value of the normal retirement benefits. The discount rate means the rate used by the Plan Administrator for determining the Accrual Balance. In its sole discretion the Plan Administrator may adjust the discount
rate to maintain the rate within reasonable standards according to GAAP. 







 1.2 “Beneficiary” means each designated person, or the estate of the
deceased Executive, entitled to benefits, if any, upon the death of the Executive, determined according to Article 4. 
 1.3
“Beneficiary Designation Form” means the form established from time to time by the Plan Administrator that the Executive completes, signs, and returns to the Plan Administrator to designate one or more Beneficiaries. 

1.4 “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 effective control, or change in ownership of a substantial portion of assets. 

1.5 “Code” means the Internal Revenue Code of 1986, as amended, and rules, regulations, and guidance of general
application issued by the Department of the Treasury under the Internal Revenue Code of 1986, as amended. 
 1.6
“Disability” means, because of a medically determinable physical or mental impairment that can be expected to result in death or that can be expected to last for a continuous period of at least 12 months, (x) the
Executive is unable to engage in any substantial gainful activity, or (y) the Executive is receiving income replacement benefits for a period of at least three months under an accident and health plan of the employer. Medical
determination of disability may be made either by the Social Security Administration or by the provider of an accident or health plan covering employees of the Bank. Upon request of the Plan Administrator, the Executive must submit proof to the Plan
Administrator of the Social Security Administration’s or provider’s determination. 
 1.7 “Early
Termination” means Separation from Service before Normal Retirement Age for reasons other than death, Disability, or Termination with Cause. Early Termination excludes a Separation from Service governed by section 2.4. 

1.8 “Effective Date” means June 1, 2010. 

1.9 “Intentional,” for purposes of this Agreement, no act or failure to act on the part of the Executive will be
considered intentional if it is due primarily to an error in judgment or negligence. An act or failure to act on the Executive’s part is intentional if it is not in good faith and if it is without a reasonable belief that the action or failure
to act is in the Bank’s best interests. 
 1.10 “Normal Retirement Age” means age 65. 

1.11 “Plan Administrator” or “Administrator” means the plan administrator described in Article 7.

 1.12 “Plan Year” means a twelve-month period commencing on March 1 and ending on the last day of February of
each year. The initial Plan Year commenced on the Effective Date. 

  
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 1.13 “Separation from Service” means the Executive’s service as an
executive and independent contractor to the Bank and any member of a controlled group, as defined in Code section 414, terminates for any reason, other than because of a leave of absence approved by the Bank or the Executive’s death. For
purposes of this Agreement, if there is a dispute about the employment status of the Executive or the date of the Executive’s Separation from Service, the Bank has the sole and absolute right to decide the dispute, unless a Change in Control
has occurred. 
 1.14 “Termination with Cause” and “Cause” have the same meaning specified in any
effective severance or employment agreement existing on the date hereof or hereafter entered into between the Executive and the Bank. If the Executive is not a party to a severance or employment agreement containing a definition of termination with
cause, Termination with Cause means the Bank terminates the Executive’s employment because of – 
 (a) gross negligence or gross
neglect of duties or intentional and material failure to perform stated duties after written notice thereof, or 
 (b) disloyalty or
dishonesty in the performance of duties, or a breach of fiduciary duties for personal profit, in any case whether in the Executive’s capacity as a director or officer, or 

(c) intentional wrongful damage to the business or property of the Bank or its affiliates, including without limitation the reputation of the
Bank, which in the judgement of the Bank causes material harm to the Bank or affiliates, or 
 (d) willful violation of any applicable law
or significant policy of the Bank or an affiliate that, in the Bank’s judgement, results in an adverse effect on the Bank or the affiliate, regardless of whether the violation leads to criminal prosecution or conviction. For purposes of this
Agreement applicable laws include any statute, rule, regulatory order, statement of policy, or final cease-and-desist order of any governmental agency or body having regulatory authority over the Bank, or 

(e) occurrence of any event that results in the Executive being excluded from coverage, or having coverage limited for the Executive as
compared to other executives of the Bank, under the Bank’s blanket bond or other fidelity or insurance policy covering its directors, officers, or employees, or 

(f) the Executive is removed from office or permanently prohibited from participating in the Bank’s affairs by an order issued under
section 8(e)(4) or section 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. 1818(e)(4) or (g)(1), or 
 (g) conviction of or plea of
no contest to a felony or conviction of or plea of no contest to a misdemeanor involving moral turpitude, or the actual incarceration of the Executive for 45 consecutive days or more. 

1.15 “Voluntary Termination with Good Reason” means a voluntary Separation from Service by the Executive if the
following conditions (x) and (y) are satisfied: (x) a voluntary Separation from Service by the Executive will be considered a Voluntary Termination with Good Reason if any of the following occur without the
Executive’s advance written consent – 
 1) a material diminution of the Executive’s base salary, 

  
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 2) a material diminution of the Executive’s authority, duties, or responsibilities, 

3) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Executive is required to report, 

4) a material diminution in the budget over which the Executive retains authority, 

5) a material change in the geographic location at which the Executive must perform services for the Bank, or 

6) any other action or inaction that constitutes a material breach by the Bank of the agreement under which the Executive provides services to
the Bank. 
 (y) the Executive must give notice to the Bank of the existence of one or more of the conditions described in clause
(x) within 90 days after the initial existence of the condition, and the Bank has 30 days thereafter to remedy the condition. In addition, the Executive’s voluntary termination because of the existence of one or more of the
conditions described in clause (x) must occur within 24 months after the initial existence of the condition. 

ARTICLE 2 

LIFETIME BENEFITS 

2.1 Normal Retirement. Unless Separation from Service occurs before Normal Retirement Age, when the Executive attains Normal Retirement
Age the Bank will pay to the Executive the benefit described in this section 2.1 instead of any other benefit under this Agreement. If the Executive’s Separation from Service thereafter is a Termination with Cause or if this Agreement
terminates under Article 5, no further benefits will be paid. 
  

	 	2.1.1	Amount of benefit. The annual benefit under this section 2.1 is $80,900. 

  

	 	2.1.2	Payment of benefit. Beginning with the month immediately after the month in which the Executive attains Normal Retirement Age, the Bank will pay the benefit under this section 2.1 to the Executive in equal
monthly installments on the last day of each month. The benefit will be paid to the Executive for 180 months. 

 2.2 Early
Termination. For Early Termination the Bank will pay to the Executive the benefit described in this section 2.2 instead of any other benefit under this Agreement. Neither the Bank nor the Executive is entitled to elect in the 24-month period
after a Change in Control between the benefit under this section 2.2 versus the benefit under section 2.4. If the Executive’s Separation from Service within 24 months after a Change in Control is an involuntary termination without Cause or a
Voluntary Termination with Good Reason, no benefit is payable under this section 2.2 and the Executive is instead entitled to the benefit under section 2.4 or, if the Executive first attained Normal Retirement Age, section 2.1. No benefit is payable
under this Agreement if the Executive’s Separation from Service is a Termination with Cause or if this Agreement terminates under Article 5. 
  

	 	2.2.1	 Amount of benefit. The annual benefit under this section 2.2 is calculated as the amount that fully amortizes the vested portion of the Accrual
Balance existing at the end of the month immediately before the month in which Separation from Service occurs, amortizing that vested Accrual Balance over 15 years and taking into account interest at the discount rate or rates established by the
Plan Administrator. Until the Executive is 100% vested on the tenth anniversary of the Effective Date the Executive 



  
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becomes vested in the benefit under this section 2.2 in equal 10% increments on each anniversary of the Effective Date, provided the Executive remains employed by the Bank on each vesting date.
However, if a Change in Control occurs before Separation from Service the Executive will be considered 100% vested when the Change in Control occurs. 

  

	 	2.2.2	Payment of benefit. The Bank will pay the annual benefit to the Executive in equal monthly installments on the last day of each month, except that the first six monthly installments after the Executive’s
Separation from Service will not be paid to the Executive until the seventh month after the month in which Separation from Service occurs. In the seventh month after the month in which Separation from Service occurs the Executive is entitled to the
first six monthly installments and the regular monthly installment for the seventh month. The Executive is entitled to a total of 180 monthly installments, including the first six installments that are paid in the seventh month. 


2.3 Disability. For Separation from Service because of Disability before Normal Retirement Age, the Bank will pay to the Executive the
benefit described in this section 2.3 instead of any other benefit under this Agreement. 
  

	 	2.3.1	Amount of benefit. The annual benefit under this section 2.3 is calculated as the amount that fully amortizes the Accrual Balance existing at the end of the month immediately before the month in which Separation
from Service occurs, amortizing that Accrual Balance over 15 years and taking into account interest at the discount rate or rates established by the Plan Administrator. 


 

	 	2.3.2	Payment of benefit. Beginning with the later of (x) the seventh month after the month in which the Executive’s Separation from Service occurs, or (y) the month immediately after the
month in which the Executive attains Normal Retirement Age, the Bank will pay the annual benefit to the Executive in equal monthly installments on the last day of each month. If the benefit is paid under clause (x) in the seventh month
after Separation from Service, the first six monthly installments after Separation from Service will not be paid to the Executive until the seventh month after the month in which Separation from Service occurs. In the seventh month the Executive is
entitled to the first six monthly installments and the regular monthly installment for the seventh month. The Executive is entitled to a total of 180 monthly installments, including the first six installments that are paid in the seventh month.


 2.4 Change in Control. If the Executive’s Separation from Service is an involuntary termination without Cause
or a Voluntary Termination with Good Reason, in either case within 24 months after a Change in Control, the Bank will pay to the Executive the benefit described in this section 2.4 instead of any other benefit under this Agreement. However, no
benefit is payable under this Agreement if the Executive’s employment is terminated under circumstances described in Article 5 of this Agreement. Neither the Bank nor the Executive is entitled to elect in the 24-month period after a Change in
Control between the benefit under this section 2.4 versus the Early Termination benefit under section 2.2. If the Executive’s Separation from Service within 24 months after a Change in Control is an involuntary termination without Cause or a
Voluntary Termination with Good Reason, no benefit is payable under section 2.2 and the Executive is instead entitled to the benefit under this section 2.4. But if the Executive has attained Normal Retirement Age when Separation


  
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from Service within 24 months after a Change in Control occurs, whether Separation from Service is voluntary or involuntary for any reason other than Termination with Cause, the Executive is
entitled solely to the benefit provided by section 2.1, not this section 2.4. 
  

	 	2.4.1	Amount of benefit. The benefit under this section 2.4 is the Accrual Balance when Separation from Service occurs. 

  

	 	2.4.2	Payment of benefit. The Bank will pay the benefit under this section 2.4 to the Executive in a single lump sum on the first day of the seventh month after the month in which Separation from Service occurs.


 2.5 Lump-Sum Payout of Remaining Normal Retirement Benefit, Early Termination Benefit, or Disability Benefit When a
Change in Control Occurs. If a Change in Control occurs while the Executive is receiving the Normal Retirement Age benefit under section 2.1, the Bank will pay the remaining salary continuation benefits to the Executive in a single lump sum
three days after the Change in Control. If a Change in Control occurs after Separation from Service but while the Executive is receiving or is entitled to receive the Early Termination benefit under sections 2.2 or the Disability benefit under
section 2.3, the Bank will pay the remaining salary continuation benefits to the Executive in a single lump sum three days after the later of (x) the Change in Control or (y) the first day of the seventh month after the month
in which the Executive’s Separation from Service occurs. The lump-sum payment due to the Executive as a result of a Change in Control is an amount equal to the Accrual Balance amount corresponding to the particular benefit when the Change in
Control occurs, or vested Accrual Balance in the case of Early Termination benefits payable under section 2.2. 
 2.6 Annual Benefit
Statement. Within 120 days after the end of each Plan Year the Plan Administrator will provide or cause to be provided to the Executive an annual benefit statement showing benefits payable or potentially payable to the Executive under this
Agreement. Each annual benefit statement supersedes the previous year’s annual benefit statement. If there is a contradiction between this Agreement and the annual benefit statement concerning the amount of a particular benefit payable or
potentially payable to the Executive under sections 2.2, 2.3, or 2.4 hereof, the amount of the benefit determined under this Agreement controls. 

2.7 Savings Clause Relating to Compliance with Code Section 409A. Despite any contrary provision of this Agreement, if when the
Executive’s employment terminates the Executive is a specified employee, as defined in Code section 409A, and if any payments under Article 2 of this Agreement will result in additional tax or interest to the Executive because of section 409A,
the Executive is not entitled to the payments under Article 2 until the earliest of (x) the 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. If any provision of this Agreement would subject the Executive to
additional tax or interest under section 409A, the Bank will reform the provision. However, the Bank will maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax
or interest, and the Bank is not required to incur any additional compensation expense as a result of the reformed provision. 
 2.8 One
Benefit Only. Despite anything to the contrary in this Agreement, the Executive and Beneficiary are entitled to one benefit only under this Agreement, which is determined by the first event to occur that is dealt with by this Agreement. Except
as provided in section 2.5 or Article 3, subsequent occurrence of events dealt with by this Agreement does not entitle the Executive or Beneficiary to other or additional benefits under this Agreement. 

  
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 ARTICLE 3 

DEATH BENEFITS 

Unless the Accrual Balance or vested Accrual Balance is paid to the Executive under sections 2.4 or 2.5 after a Change in Control, if at death
the Executive is receiving or entitled to receive benefits under sections 2.1, 2.2, or 2.3 but dies before receiving all 180 monthly benefit payments under sections 2.1, 2.2, or 2.3, at the Executive’s death the Bank will pay to the
Executive’s Beneficiary the Accrual Balance existing at the time of the Executive’s death, or vested Accrual Balance for death occurring after Early Termination. If a benefit is payable to the Executive’s Beneficiary, the benefit will
be paid in a single lump sum 90 days after the Executive’s death. 
 ARTICLE 4 

BENEFICIARIES 

4.1 Beneficiary Designations. The Executive may designate a Beneficiary to receive any benefits payable under this Agreement after the
Executive’s death. The Beneficiary designated under this Agreement may be the same as or different from the beneficiary designation under any other benefit plan of the Bank in which the Executive participates. 

4.2 Beneficiary Designation: Change. The Executive designates a Beneficiary by completing and signing the Beneficiary Designation Form
and delivering it to the Plan Administrator or its designated agent. The Executive’s Beneficiary designation is automatically revoked if the Beneficiary predeceases the Executive or if the Executive names a spouse as Beneficiary and the
marriage is subsequently dissolved. The Executive may change a Beneficiary by completing, signing, and otherwise complying with the terms of the Beneficiary Designation Form and the Plan Administrator’s rules and procedures, as in effect from
time to time. Upon acceptance by the Plan Administrator of a new Beneficiary Designation Form, all Beneficiary designations previously filed are cancelled. The Plan Administrator is entitled to rely on the last Beneficiary Designation Form filed by
the Executive and accepted by the Plan Administrator before the Executive’s death. 
 4.3 Acknowledgment. No designation or
change in designation of a Beneficiary is effective until received, accepted, and acknowledged in writing by the Plan Administrator or its designated agent. 

4.4 No Beneficiary Designation. If the Executive dies without a valid beneficiary designation or if all designated Beneficiaries
predecease the Executive, the Executive’s spouse is the designated Beneficiary. If the Executive has no surviving spouse, benefit payments will be made to the personal representative of the Executive’s estate. 

4.5 Facility of Payment. If a benefit is payable to a minor, to a person declared incapacitated, or to a person incapable of handling
the disposition of his or her property, the Bank may pay the benefit to the guardian, legal representative, or person having the care or custody of the minor, incapacitated person, or incapable person. The Bank may require proof of incapacity,
minority, or guardianship as it may deem appropriate before distribution of the benefit. Distribution completely discharges the Bank from all liability. 

  
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 ARTICLE 5 

GENERAL LIMITATIONS 

5.1 Termination with Cause. Despite any contrary provision of this Agreement, the Bank will not pay any benefit under this Agreement
and this Agreement terminates if Separation from Service is a Termination with Cause. 
 5.2 Misstatement. No benefits will be paid
under this Agreement if the Executive makes any material misstatement of fact on any application or resume provided to the Bank, on any application for life insurance purchased by the Bank, or on any application for benefits provided by the Bank.

 5.3 Removal. If the Executive is removed from office or permanently prohibited from participating in the Bank’s affairs by an
order issued under section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. 1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement terminate as of the effective date of the order. 

5.4 Default. Despite any contrary provision of this Agreement, if the Bank is in “default” or “in danger of
default,” as those terms are defined in section 3(x) of the Federal Deposit Insurance Act, 12 U.S.C. 1813(x), all obligations under this Agreement terminate. 

5.5 FDIC Open-Bank Assistance. All obligations under this Agreement terminate, except to the extent determined that continuation of the
contract is necessary for the continued operation of the Bank, if the Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in section 13(c) of the Federal
Deposit Insurance Act. 12 U.S.C. 1823(c). Any rights of the parties that have already vested are not affected, however. 

ARTICLE 6 

CLAIMS AND REVIEW PROCEDURES 

6.1 Claims Procedure. The Bank will notify any person or entity that makes a claim for benefits under this Agreement (the
“Claimant”) in writing, within 90 days after receiving Claimant’s written application for benefits, of his or her eligibility or noneligibility for benefits under the Agreement. If the Plan Administrator determines that the Claimant
is not eligible for benefits or full benefits, the notice will state (w) the specific reasons for denial, (x) a specific reference to the provisions of the Agreement on which the denial is based, (y) a description
of any additional information or material necessary for the Claimant to perfect his or her claim, and a description of why it is needed, and (z) an explanation of the Agreement’s claims review procedure and other appropriate
information concerning steps to be taken if the Claimant wishes to have the claim reviewed. If the Plan Administrator determines that there are special circumstances requiring additional time to make a decision, the Bank will notify the Claimant of
the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional 90 days. 

6.2 Review Procedure. If the Claimant is determined by the Plan Administrator not to be eligible for benefits, or if the Claimant
believes that he or she is entitled to greater or different benefits, the Claimant will have the opportunity to have his or her claim reviewed by the Bank by filing a petition for review with the Bank within 60 days after receipt of the notice
issued by the Bank. The 

  
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Claimant’s petition must state the specific reasons the Claimant believes entitle him or her to benefits or to greater or different benefits. Within 60 days after receipt by the Bank of the
petition, the Plan Administrator will give the Claimant (and counsel, if any) an opportunity to present his or her position verbally or in writing, and the Claimant (or counsel) will have the right to review the pertinent documents. The Plan
Administrator will notify the Claimant of the Plan Administrator’s decision in writing within the 60-day period, stating specifically the basis of its decision, written in a manner to be understood by the
Claimant, and the specific provisions of the Agreement on which the decision is based. If, because of the need for a hearing, the 60-day period is not sufficient, the decision may be deferred for up to another 60 days at the election of the Plan
Administrator, but notice of this deferral will be given to the Claimant. 
 ARTICLE 7 

ADMINISTRATION OF AGREEMENT 

7.1 Plan Administrator Duties. This Agreement will be administered by a Plan Administrator consisting of the Board or such committee or
person as the Board appoints. The Executive may not be a member of the Plan Administrator. The Plan Administrator has the discretion and authority (x) to make, amend, interpret, and enforce all appropriate rules and regulations for the
administration of this Agreement and (y) to decide or resolve any and all questions that may arise, including interpretations of this Agreement. 

7.2 Agents. In the administration of this Agreement, the Plan Administrator may employ agents and delegate to them such administrative
duties as it sees fit (including acting through a duly appointed representative) and may from time to time consult with counsel, who may be counsel to the Bank. 

7.3 Binding Effect of Decisions. The decision or action of the Plan Administrator about any question arising out of the administration,
interpretation, and application of the Agreement and the rules and regulations promulgated hereunder is final and conclusive and binding upon all persons having any interest in the Agreement. No Executive or Beneficiary has any right, vested or
nonvested, regarding the continued use of any previously adopted assumptions, including but not limited to the discount rate and calculation method employed in the determination of the Accrual Balance. 

7.4 Indemnity of Plan Administrator. The Bank will indemnify and hold harmless the members of the Plan Administrator against any and
all claims, losses, damages, expenses, or liabilities arising from any action or failure to act regarding this Agreement, except in the case of willful misconduct by the Plan Administrator or any of its members. 

7.5 Bank Information. To enable the Plan Administrator to perform its functions, the Bank will supply full and timely information to
the Plan Administrator on all matters relating to the date and circumstances of the retirement, Disability, death, or Separation from Service of the Executive, and such other pertinent information as the Plan Administrator reasonably requires. 

  
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 ARTICLE 8 

MISCELLANEOUS 

8.1 Amendments and Termination. This Agreement may be amended solely by a written agreement signed by the Bank and by the Executive.
This Agreement may be terminated by the Bank without the Executive’s consent. Unless Article 5 provides that the Executive is not entitled to payment or unless when termination occurs the Executive has already received payment of benefits under
this Agreement, the Bank must pay the Accrual Balance in a single lump sum to the Executive if the Bank terminates this Agreement. The lump-sum termination payment will be made to the Executive on the first day of the thirteenth month after the
month in which the Bank terminates this Agreement. 
 8.2 Binding Effect. This Agreement binds the Executive and the Bank and their
beneficiaries, survivors, executors, successors, administrators, and transferees. 
 8.3 No Guarantee of Employment. This Agreement
is not an employment policy or contract. This Agreement does not give the Executive the right to remain an employee of the Bank nor does this Agreement interfere with the Bank’s right to discharge the Executive. This Agreement also does not
require the Executive to remain an employee or interfere with the Executive’s right to terminate employment at any time. 
 8.4
Non-Transferability. Benefits under this Agreement may not be sold, transferred, assigned, pledged, attached, or encumbered. 
 8.5
Successors; Binding Agreement. By an assumption agreement in form and substance satisfactory to the Executive, the Bank will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or
substantially all of the Bank’s business or assets to expressly assume and agree to perform this Agreement in the same manner and to the same extent the Bank would be required to perform this Agreement had no succession occurred. 

8.6 Tax Withholding. The Bank will withhold any taxes that are required to be withheld from the benefits provided under this Agreement.

 8.7 Applicable Law. The Agreement and all rights hereunder are governed by the laws of the State of Ohio, except to the extent
preempted by the laws of the United States of America. 
 8.8 Unfunded Arrangement. The Executive and beneficiary are general
unsecured creditors of the Bank for the payment of benefits under this Agreement. The benefits represent the mere promise by the Bank to pay benefits. The rights to benefits are not subject to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Executive’s life is a general asset of the Bank to which the Executive and beneficiary have no preferred or secured claim. 

8.9 Entire Agreement. This Agreement constitutes the entire agreement between the Bank and the Executive concerning the subject matter.
No rights are granted to the Executive under this Agreement other than those specifically set forth. This Agreement amends and restates in its entirety the June 1, 2010 Salary Continuation Agreement. 

8.10 Severability. If any provision of this Agreement is held invalid, invalidity does not affect any other provision of this Agreement
not held invalid, and to the full extent consistent with law each such other provision continues in full force and effect. If any provision of this Agreement is held invalid in part, invalidity does not affect the remainder of the provision not held
invalid, and to the full extent consistent with law the remainder of the provision, together with all other provisions of this Agreement, continues in full force and effect. 

  
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 8.11 Headings. Headings are included herein solely for convenience of reference and do not
affect the meaning or interpretation of any provision of this Agreement. 
 8.12 Notices. All notices, requests, demands and other
communications hereunder must be in writing and will be deemed to have been duly given if delivered by hand or mailed, certified or registered mail, return receipt requested, with postage prepaid, to the following addresses or to such other address
as either party may designate by like notice. If to the Bank, notice must be given to the board of directors, The Cortland Savings and Banking Company, 194 W. Main Street, P.O. Box 98, Cortland, Ohio 44410-1466, or to such other or additional person
or persons as the Bank designates to the Executive in writing. If to the Executive, notice will be given to the Executive at the Executive’s address appearing on the Bank’s records, or to such other or additional person or persons as the
Executive designates to the Bank in writing. 
 8.13 Payment of Legal Fees. The Bank is aware that after a Change in Control
management could cause or attempt to cause the Bank to refuse to comply with its obligations under this Agreement, or could institute or cause or attempt to cause the Bank to institute litigation seeking to have this Agreement declared
unenforceable, or could take or attempt to take other action to deny Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Bank desires that the Executive not be required
to incur expenses associated with enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive
hereunder. The Bank desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control it appears to Executive that (x) the Bank
has failed to comply with any of its obligations under this Agreement, or (y) the Bank or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed
to deny, diminish, or recover from the Executive the benefits intended to be provided to the Executive hereunder, the Bank irrevocably authorizes the Executive to retain counsel of the Executive’s choice, at the Bank’s expense as provided
in this section 8.13, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Bank or any director, officer, stockholder or other person affiliated with the Bank, in any
jurisdiction. Despite any existing or previous attorney-client relationship between the Bank and any counsel chosen by the Executive under this section 8.13, the Bank irrevocably consents to the Executive entering into an attorney-client
relationship with that counsel, and the Bank and the Executive agree that a confidential relationship exists between the Executive and that counsel. The fees and expenses of counsel selected by the Executive will be paid or reimbursed to the
Executive by the Bank on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices, regardless of whether suit is brought and regardless of
whether incurred in trial, bankruptcy, or appellate proceedings, but the Bank’s payment or reimbursement of the Executive’s counsel’s fees and expenses must occur on or before the last day of the Executive’s tax year immediately
after the Executive’s tax year in which the expense is incurred. If the Executive is a specified employee, as defined in Code section 409A, on the date of termination, payment under this section 8.13 will be made on the first day of the seventh
month after the month in which the Executive’s termination occurs. Interest will accrue on the payment from the date of termination through the date of payment at the Prime Rate of Interest in effect on the date of


  
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termination and as reported in the Wall Street Journal. The six-month delay applies if and only if an exemption from the six-month delay requirement of Code section 409A is not available.
The Executive’s right to payment or reimbursement under this section 8.13 is not subject to liquidation or exchange for another benefit. The Bank’s obligation to make reimbursement payments will not apply later than the Executive’s
remaining lifetime (or, if longer, through the 20th anniversary of the effective date of this Agreement). The legal fee reimbursements are intended to satisfy the requirements for
“reimbursement or in-kind benefit plans” described in Treasury Regulation section 1.409A-3(i)(1)(iv)(A) and will be administered to satisfy those requirements. The Bank’s obligation to pay the Executive’s legal fees under this
section 8.13 operates separately from and in addition to any legal fee reimbursement obligation the Bank or the Bank’s parent Cortland Bancorp may have with the Executive under a severance, employment, or other agreement. Despite any contrary
provision in this Agreement however, the Bank is not required to pay or reimburse the Executive’s legal expenses if doing so violates section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit
Insurance Corporation [12 CFR 359.3]. 
 8.14 Automatic Review. On the third year anniversary of the date of this Agreement
and every third year thereafter the Bank will automatically review this Agreement for reasonableness of benefits, with the goal that the Executive’s benefit under this Agreement combined with other Bank-provided benefits equal a reasonable
percentage of Executive’s pre-retirement compensation. For purposes of this Agreement, Bank-provided benefits include but are not limited to (x) the Bank 401(k) match and (y) the Bank portion of Social Security benefits.
The term “compensation” as used in this section 8.14 means the base annual salary of the Executive projected at the Executive’s Normal Retirement Age. Base annual salary means compensation of the type that would, according to the
Securities and Exchange Commission’s Regulation S-K Item 402(c) (17 CFR 229.402(c)), be required to be reported by an accelerated filer as salary in column (c) of that rule’s Summary Compensation Table. The term base annual
salary specifically excludes director fees and other director compensation, bonus, option grants and any other compensation that would be reported in separate columns in the Summary Compensation Table, but it includes salary deferred at the election
of the Executive. 
 IN WITNESS WHEREOF, the Executive and a duly
authorized Bank officer have executed this Amended Salary Continuation Agreement as of the date first written above. 
  

							
	EXECUTIVE:	 		 	BANK:
		 		 	THE CORTLAND SAVINGS AND BANKING COMPANY
				
	  
	 		 	By:	 	  

	David J. Lucido	 		 		 	James M. Gasior
		 		 	Title:	 	President and Chief Executive Officer


  
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 BENEFICIARY DESIGNATION 

THE CORTLAND SAVINGS AND BANKING COMPANY 

AMENDED SALARY CONTINUATION AGREEMENT 

I, David J. Lucido, designate the following as beneficiary of any death benefits under this Amended Salary Continuation Agreement: 

 

					
	 Primary:
	 	  
	 	
	  
	 	.


					
			
	 Contingent:
	 	  
	 	
	  
	 	.

  

	 	Note:	To name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement. 


I understand that I may change these beneficiary designations by filing a new written designation with the Bank. I further understand that the
designations will be automatically revoked if the beneficiary predeceases me or if I have named my spouse as beneficiary and our marriage is subsequently dissolved. 
  

					
	Signature:	  	  
	  	
		  	David J. Lucido	  	
		
	Date:             , 20    	  	

 Accepted by the Bank this      day of
            , 20     
  

					
	By:	  	  
	  	
		  	James M. Gasior	  	
	Title:	  	President and Chief Executive Officer	  	


  
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