Adirondack Financial Services Bancorp Inc Sample Contracts

Adirondack Financial Services Bancorp Inc – AGREEMENT FOR SUPPLEMENTAL (March 29th, 2002)

Exhibit 10.1 AGREEMENT FOR SUPPLEMENTAL RETIREMENT BENEFITS FOR WILLIAM SMITH This Agreement made and entered into as of this 30th day of December, 1996, by and between City National Bank and Trust Company of Gloversville, a New York corporation (the "Corporation"), and William Smith, an individual currently residing in the State of New York, (the "Executive"). WITNESSETH THAT: WHEREAS, the Executive is employed by the Corporation as President and Chief Executive Officer; and WHEREAS, the Corporation recognizes the value of the services performed by the Executive and wishes to encourage his continued employment; and WHEREAS, the Corporation desires to provide the Executive with supplemental deferred compensation to supplement the benefits under the Corporation's qualified plans which will be limited because of the compensation limitation under Section 401(a)(17) of the C

Adirondack Financial Services Bancorp Inc – AGREEMENT (March 29th, 2002)

Exhibit 10.4 AGREEMENT This Agreement, made and entered into as of this 28th day of October, 1998, by and between CITY NATIONAL BANK AND TRUST COMPANY, a national banking association (hereinafter referred to as the "Company") and GEORGE A. MORGAN (hereinafter referred to as "Executive"). WITNESSETH: WHEREAS, the Executive has been employed by the Company and/or its parent corporation, CNB Bancorp, Inc. (hereinafter referred to as "Parent") in various executive capacities for a period of 30 years, possesses intimate knowledge of the business and affairs of the Parent and the Company, and has acquired certain confidential information and data with respect to the Parent and the Company; and WHEREAS, the Parent and the Company desire to insure, insofar as possible, that they will continue to have the benefit of the Executive's services and

Adirondack Financial Services Bancorp Inc – AGREEMENT (March 29th, 2002)

Exhibit 10.3 AGREEMENT This Agreement, made and entered into as of this 28th day of October, 1998, by and between CITY NATIONAL BANK AND TRUST COMPANY, a national banking association (hereinafter referred to as the "Company") and WILLIAM N. SMITH (hereinafter referred to as "Executive"). WITNESSETH: WHEREAS, the Executive has been employed by the Company and/or its parent corporation, CNB Bancorp, Inc. (hereinafter referred to as "Parent") in various executive capacities for a period of 24 years, possesses intimate knowledge of the business and affairs of the Parent and the Company, and has acquired certain confidential information and data with respect to the Parent and the Company; and WHEREAS, the Parent and the Company desire to insure, insofar as possible, that they will continue to have the benefit of the Executive's services and

Adirondack Financial Services Bancorp Inc – AGREEMENT OF MERGER (January 28th, 1999)

EXHIBIT 2 AGREEMENT OF MERGER BY AND AMONG CNB BANCORP, INC., CNB ACQUISITION CORP. AND ADIRONDACK FINANCIAL SERVICES BANCORP, INC. DATED AS OF JANUARY 23, 1999 TABLE OF CONTENTS ARTICLE I THE MERGER.................................................................................................2 1.1 The Merger.............................................................................2 1.2 Exchange Agent.........................................................................3 1.3 Funding of Exchange Agent.........................

Adirondack Financial Services Bancorp Inc – PRESS RELEASE (January 28th, 1999)

EXHIBIT 99 -------------------------------------------------------------------------------- PRESS RELEASE -------------------------------------------------------------------------------- CNB Bancorp, Inc. 12-24 North Main Street Gloversville, New York 12078 Contact: William N. Smith, Chairman, President and Chief Executive Officer or George Morgan, Executive Vice President Phone: (518) 773-7911 FAX: (518) 725-2730 FOR IMMEDIATE RELEASE CNB BANCORP, INC. ANNOUNCES ACQUISITION OF ADIRONDACK FINANCIAL SERVICES BANCORP, INC., GLOVERSVILLE, NEW YORK Gloversville, New York, January 25, 1999 - CNB Bancorp, Inc., headquartered in Gloversville, New York has announced plans to acquire Adirondack Financial Services Bancorp, Inc., Gloversville, New York. A definitive agreement o

Adirondack Financial Services Bancorp Inc – AGENCY AGREEMENT (February 9th, 1998)

Exhibit 1.2 575,000 Shares (subject to increase up to 661,250 shares in the event of an oversubscription) ADIRONDACK FINANCIAL SERVICES BANCORP, INC. (a Delaware corporation) COMMON STOCK ($0.01 Par Value Per Share) Subscription Price: $10.00 Per Share AGENCY AGREEMENT ____________, 1998 Capital Resources, Inc. 1211 Connecticut Avenue, N.W. Suite 200 Washington, D.C. 20036 Ladies and Gentlemen: Adirondock Financial Services Bancorp, Inc. (the "Company") and Gloversville Federal Savings and Loan Association, a federally chartered mutual savings and loan association ("Association"), with its depos

Adirondack Financial Services Bancorp Inc – CHANGE IN CONTROL SEVERANCE AGREEMENT (January 2nd, 1998)

Exhibit 10.3 CHANGE IN CONTROL SEVERANCE AGREEMENT THIS CHANGE IN CONTROL SEVERANCE AGREEMENT ("Agreement") is made and entered into as of this _______ day of __________________, 1997, by and between Gloversville Federal Savings & Loan Association (hereinafter referred to as the "Association" whether in mutual or stock form), and Lewis E. Kolar (the "Employee"). WHEREAS, the Employee is currently serving as President and Chief Executive Officer of the Association; and WHEREAS, the Association has adopted a plan of conversion whereby the Association will convert to capital stock form as the subsidiary of Adirondack Financial Services Bancorp, Inc. (the "Holding Company"), subject to the approval of the Association's members and the Office of Thrift Supervision (the "Conversion"); and WHEREAS, the board of directors of the Ass

Adirondack Financial Services Bancorp Inc – CERTIFICATE OF INCORPORATION (January 2nd, 1998)

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF ADIRONDACK FINANCIAL SERVICES BANCORP, INC. FIRST: The name of the Corporation is Adirondack Financial Services Bancorp, Inc. (hereinafter sometimes referred to as the "Corporation"). SECOND: The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the registered agent at that address is The Corporation Trust Company. THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware. FOURTH: A. The total number of shares of all classes of stock which the Corporation sh

Adirondack Financial Services Bancorp Inc – 1997 STOCK OPTION AND INCENTIVE PLAN (January 2nd, 1998)

Exhibit 10.1 ADIRONDACK FINANCIAL SERVICES BANCORP, INC. 1997 STOCK OPTION AND INCENTIVE PLAN 1. Plan Purpose. The purpose of the Plan is to promote the long-term interests of the Corporation and its stockholders by providing a means for attracting and retaining directors, advisory directors, directors emeriti, officers and employees of the Corporation and its Affiliates. It is intended that designated Options granted pursuant to the provisions of this Plan to persons employed by the Corporation or its Affiliates will qualify as Incentive Stock Options. Options granted to persons who are not employees will be Non-Qualified Stock Options. 2. Definitions. The following definitions are applicable to the Plan: "Affiliate" - means any "parent corporation" or "subsidiary corporation" of the Corporation, as such te

Adirondack Financial Services Bancorp Inc – NOTICE OF SPECIAL MEETING OF MEMBERS (January 2nd, 1998)

Exhibit 99.2 GLOVERSVILLE FEDERAL SAVINGS AND LOAN ASSOCIATION 52 North Main Street Gloversville, New York 12078-3084 (518) 725-6331 NOTICE OF SPECIAL MEETING OF MEMBERS Notice is hereby given that a Special Meeting of Members (the "Special Meeting") of Gloversville Federal Savings and Loan Association ("Gloversville Federal" or the "Association") will be held at the main office of the Association located at 52 North Main Street, Gloversville, New York, on ________, 1998 at _____ _.m., Gloversville, New York time. The purpose of this Special Meeting is to consider and vote upon: A plan to convert the Association from a federally chartered mutual savings and loan association to a federally chartered stock savings and loan a