EX-10.35



 EXHIBIT 10.35 

Cortland Savings and Banking Company 

Annual Incentive Plan for Executive Officers 

The Cortland Savings and Banking Company Annual Incentive Plan for Executive Officers (the “Plan”) is designed to provide short-term cash incentives
to eligible executive officers of Cortland Savings and Banking Company (the “Bank”) and any subsidiary in order to: 
 -Attract and retain
executive officers 
 -Motivate executive officers to achieve Bank objectives 

-Reward executives for achieving performance targets 
 -Align
executive incentives with shareholder interests 
 -Provide incentive awards consistent with peers based on performance 

-Limit risks to shareholder value 
 -Comply with regulatory
guidelines related to executive compensation and incentive awards 
 -Enhance shareholder value 

Plan Administration 
 The Plan will be administered by the
Directors Compensation Committee (the “Committee”, including the setting of performance goals, establishing the cash awards that may be awarded and determining the degree to which performance goals have been achieved, as provided below and
in the attached exhibit A. The Committee will establish the baseline for incentive awards, such as Minimal Acceptable Return to Shareholders (MARS) and related criteria, as well as the incentive percentage for each participant, the performance
criteria and weighting of same and will review the impact of the plan on financial results to ensure objectives are being met. The incentive pool is created upon achievement of a minimum pre-tax income target. This requires minimum pre-tax
income to be achieved before funds are available for incentives. This minimum is established by the Committee which always retains discretion to pay incentives if MARs is not met. 

Eligibility 
 In the sole discretion of the Committee, an
incentive may be paid to members of Executive Management when the Bank has met certain performance criteria established by the Committee and when each individual member has met individual performance criteria established by the Committee, all as
provided by the Plan. The criteria for the current Plan Year (as defined below) are attached within Exhibit A. Cash awards earned under the Plan will be based upon a percentage of the participants’ base earnings (i.e. average base salary as of
January 1 through December 31 of the Plan Year) in a given Plan Year (as defined below), and will range from 0% (for below threshold performance) to 15% (for superior performance), all as determined by the Committee. Base earnings do
not include referral fees and any other compensation. Awards earned and payable, as determined by the Committee, will be paid within two and a half months following the end of a Plan Year (i.e. March 15). The Committee will determine
which Executive Management positions may participate, while other named executive officers will be recommended by the Bank’s Chief Executive Officer and approved by the Committee. Other executives may participate in the Plan upon approval
of the CEO. To receive awards under the Plan, a participant must be an active employee of the Bank on the date of payment, with certain exceptions for death, disability and retirement. The Plan is effective January 1, 2014 and
performance years under the Plan run from January 1 through December 31 of each applicable year (each a “Plan Year”). 







 Target Incentive Opportunity 

Each participant is assigned a target incentive amount (“Target Incentive”), expressed as a percentage of annual earned base compensation for the
Plan Year. Such Target Incentive will be based on the specific performance criteria briefly described above and as more thoroughly provided in the actual terms of the Plan, which are incorporated herein by reference to Exhibit A. The
number of performance criteria for each participant is limited to five. These criteria differ somewhat from participant to participant (See Exhibit A), but are important factors intended to focus the participant’s efforts and
represent areas within the participant’s control. 
 ACCRUED INCENTIVE PLAN PERFORMANCE CRITERIA 

 

																																																	
	 	 	 	 	 	 	 	 	 	 	 	Weighted Performance Criteria	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	  	 	 	  	 	 	Net	 	 	  	 	 	  	 	 	  	 	 	  	 	 	 	 	 	 	 
	 	 	 	 	 	Award as % of Salary	 	 	 	 	 	 	 	 	Interest	 	 	Efficiency	 	 	Asset	 	 	Personal	 	 	 	 	 	Target	 	 	Maximum	 
	 Executive
	 	Salary	 	 	Target	 	 	Maximum	 	 	EPS	 	 	ROA	 	 	Margin	 	 	Ratio	 	 	Quality	 	 	Performance	 	 	Total	 	 	Incentive	 	 	Incentive	 
	 James M. Gasior
	 	$	224,910	  	 	 	10	% 	 	 	15	% 	 	 	20	% 	 	 	20	% 	 	 	20	% 	 	 	15	% 	 	 	15	% 	 	 	10	% 	 	 	100	% 	 	$	22,491	  	 	$	33,737	  
	 Timothy Carney
	 	$	212,370	  	 	 	10	% 	 	 	15	% 	 	 	20	% 	 	 	10	% 	 	 	20	% 	 	 	15	% 	 	 	25	% 	 	 	10	% 	 	 	100	% 	 	$	21,237	  	 	$	31,856	  
	 David J. Lucido
	 	$	151,000	  	 	 	10	% 	 	 	15	% 	 	 	20	% 	 	 	20	% 	 	 	20	% 	 	 	15	% 	 	 	15	% 	 	 	10	% 	 	 	100	% 	 	$	15,100	  	 	$	22,650	  
	 Stanley P. Feret
	 	$	151,000	  	 	 	10	% 	 	 	15	% 	 	 	20	% 	 	 	10	% 	 	 	20	% 	 	 	15	% 	 	 	25	% 	 	 	10	% 	 	 	100	% 	 	$	15,100	  	 	$	22,650	  
		 				 				 				 				 				 				 				 				 				 			 	 	  
	  
	 	 	  
	  
	 
		 				 				 				 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	73,928	  	 	$	110,892