exv10w1



 







Exhibit 10.1




August 7, 2006




Personal and Confidential




DAVID J. NASCA

54 Lanoche Ct.

Williamsville, New York 14221




Dear David:



     On behalf of the search committee and the board of Evans National Bank, we are delighted to
offer you the position of President of Evans Bancorp, Inc. and Evans National Bank effective
December 1, 2006. This letter outlines your compensation package, and the particulars of the
positions, as follows:



1. Your base salary will be $200,000.



2. On August 15, 2006, you will be elected to the Board of Directors of Evans Bancorp, Inc.
and Evans National Bank, to be effective September 1, 2006. Thereafter you will be appointed to
all committees of both Boards to which you are eligible, under applicable laws and rules and you
will be paid board and committee fees until December 1, 2006. As such, we would ask that you
actively participate in the CFO search. New membership on the Board of Directors of Evans
Bancorp., Inc. is conditional upon ownership of $10,000 of company stock. I would ask that you
purchase this stock as soon as possible after the public announcement of your appointment. Please
call me if this presents a problem.



3. Upon Jim’s retirement as CEO on April 1, 2007 you will also assume that position.



4. Your performance appraisal and bonus review is on a calendar year. Your annual bonus is
subjective as it relates to the strategic plan and execution of the
boards’ strategic blueprint and is subject to Board approval. Your first performance appraisal will be
January 1, 2008.




5. You will receive a car allowance of $700 per month and reimbursement for your Brookfield
Country Club dues and business expenses.



6. The bank will pay for other trade associations and professional memberships.



7. You will receive a full value grant of 2,500 shares of Evans Bancorp, Inc. common stock as
soon as practicable on or after April 1, 2007. (The exact nature and terms of the grant will be
determined prior to April 1, 2007.)



8. You will be eligible for the supplemental employee retirement plan [SERP] upon completion
of 5 years of service to the bank.



9. You are eligible for the deferred compensation plan. The plan allows you to defer up to
100% of your compensation, 1 year waiting period to enroll with 100% vesting; rate of interest is
prime + 1%.



10. You are eligible for the 401K plan. Participation is immediate for personal deferral plus
company contribution after 1 year of service equal to 1% of base pay regardless of employee
deferral plus 25% of first 4% of employee deferral.



11. You are eligible for the defined benefit pension plan. The first enrollment date is one
year after service; benefit is 1% average compensation (W-2 earnings) for each year of service up
to 30 years based on 5 year highest average of the last ten (10) years.



12. You will be covered by life insurance for 2 times your annual salary.



13. You are eligible for short term disability at full salary for the first 6 months. Long
term disability covers a specified percentage of your salary to normal retirement age.



14. You are eligible for the employee stock purchase plan after 1 year of service. The plan
allows you to defer up to 15% of your base salary.



15. You will be eligible for four weeks of paid vacation each year including 5 personal days
and the customary bank holidays. This benefit will accrue on January 1, 2007.



16. The Bank will pay 60% of health insurance premiums for core plan. Eligibility is
1st of the month after completion of 30 days of employment.



     As you know, your employment is contingent upon a satisfactory background investigation and
blood test which should be completed shortly, as well as formal board approval which we anticipate
will occur on August 15, 2006. Immediately after August 15, 2006 we will prepare a 5-year
employment contract, renewable annually, which will formally set forth all of the terms and
conditions of your employment.



     If the above is agreeable to you, please execute and return a copy of this letter to me
prior to August 15, 2006.



     I am extremely pleased that we have reached this juncture in our selection process and that
you have decided to join our company. We all look forward to working with you for many years. We
discussed that you will begin the transition process shortly after Labor Day; in the interim,
please do not hesitate to call me or Jim if you have any questions or concerns.



          My kindest personal regards.




	 	 	 	 	 
	 	Sincerely,

 	 
	 	/s/ Phillip Brothman
 	 
	 	 	 
	 	Phillip Brothman

Chairman of the Board,

Evans Bancorp, Inc. and

Evans National Bank 	 
	 



	 	 	 
	cc:

	 	James Tilley
	 

	 	James Biddle
	 

	 	Nancy Ware





I hereby agree to and accept the

terms of this letter.



Dated this 14th day of August, 2006.



/s/ David J. Nasca               

David J. Nasca