ONEIDA FINANCIAL CORP. (a Maryland-chartered Stock Corporation) Up to 4,528,125 Shares (Subject to Increase Up to 5,207,344 Shares) COMMON STOCK ($0.01 Par Value) Subscription Price $8.00 Per Share AGENCY AGREEMENT May 14, 2010Agency Agreement • May 20th, 2010 • Oneida Financial Corp. • Savings institution, federally chartered • Maryland
Oneida Financial Corp., a federally-chartered stock corporation (the “Mid-Tier Holding Company”), Oneida Financial Corp, a newly-formed Maryland corporation organized to be the successor to the Mid-Tier Holding Company (the “Holding Company”), Oneida Financial, MHC, a federally-chartered mutual holding company (the “MHC”) that owns 55.0% of the outstanding common stock of the Mid-Tier Holding Company, and The Oneida Savings Bank, a New York-chartered stock savings bank (the “Bank”) whose outstanding common stock is owned in its entirety by the Mid-Tier Holding Company (collectively the Holding Company, Mid-Tier Holding Company, the MHC, and the Bank, the “Primary Parties”), hereby confirm, jointly and severally, their agreement with Stifel, Nicolaus & Company, Incorporated (“Stifel” or “Agent”), as follows:
CONFIDENTIALOneida Financial Corp. • March 12th, 2010
Mr. Michael R. Kallet President and Chief Executive Officer Oneida Financial, MHC Oneida Financial Corp. The Oneida Savings Bank 182 Main Street Oneida, New York 13421
EMPLOYMENT AGREEMENTEmployment Agreement • June 25th, 2014 • Oneida Financial Corp. • Savings institution, federally chartered • New York
This AGREEMENT (“Agreement”) is made as of June 10, 2014, by and between The Oneida Savings Bank (the “Bank”), a New York chartered savings bank, Deresa F. Durkee, an individual residing in Oneida, 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”.
January 15, 2010Oneida Financial Corp. • March 12th, 2010
This letter sets forth the agreement between Oneida Savings Bank, the wholly-owned subsidiary of Oneida Financial Corp. (the “Company”), which in turn is the majority-owned subsidiary of Oneida Financial, MHC, Oneida, New York (the “MHC”), and RP® Financial, LC. (“RP Financial”) whereby RP Financial will provide the independent conversion appraisal services in conjunction with the second step conversion transaction by the Company. The scope, timing and fee structure for these appraisal services are described below.
AGREEMENT AND PLAN OF MERGER dated as of February 24, 2015 among COMMUNITY BANK SYSTEM, INC. and ONEIDA FINANCIAL CORP.Agreement and Plan of Merger • February 25th, 2015 • Oneida Financial Corp. • Savings institution, federally chartered • New York
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of February 24, 2015, by and between COMMUNITY BANK SYSTEM, INC., a Delaware corporation (“CBSI”), and Oneida Financial Corp., a Maryland corporation (“Oneida”).
EMPLOYMENT AGREEMENT BETWEEN BAILY & HASKELL ASSOCIATES, INC. AND PIERRE J. MORRISSEAUEmployment Agreement • March 20th, 2013 • Oneida Financial Corp. • Savings institution, federally chartered • New York
This AGREEMENT (“Agreement”) made and entered into as of the 1st day of January, 2011 by and between PIERRE J. MORRISSEAU, an individual residing in Fayetteville, New York (the “Employee”), BAILEY & HASKELL ASSOCIATES, INC (formerly known as Oneida Associates, Inc.), a New York Corporation with its principal office at 182 Main Street, Oneida, New York (the “Corporation”) and Oneida Financial Corp. (the “Company”), a Maryland corporation and holding company of Oneida Savings Bank (the “Bank”), as guarantor. The Corporation and Company are collectively referred to as the “Employer”.
EXHIBIT A VOTING AGREEMENTVoting Agreement • February 25th, 2015 • Oneida Financial Corp. • Savings institution, federally chartered • New York
This Voting Agreement, dated as of February 24, 2015 (this “Agreement”), is by and between Community Bank System, Inc., a Delaware corporation (“CBSI”), and the undersigned shareholder (the “Shareholder”) of Oneida Financial Corp., a Maryland corporation (“Oneida”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 19th, 2010 • Oneida Financial Corp. • Savings institution, federally chartered • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) made and entered into this 29th day of July, 2010 by and between JOHN E. HASKELL, residing at 8400 Pewter Lane, Manlius, New York 13104 (the “Employee”) and BAILEY & HASKELL ASSOCIATES, INC. (formerly known as Oneida Associates, Inc.), a New York Corporation with its principal office at 131 Main Street, Oneida, New York (the “Corporation”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 12th, 2010 • Oneida Financial Corp. • New York
THIS AGREEMENT made and entered into effective as of the 1st day of January, 2006, by and between JOHN CATANZARITA residing at 402 Sedgwick Drive, Syracuse, NY 13203 (the “Employee”) and ONEIDA CONSULTING GROUP, INC., a New York Corporation with its principal office at 182 Main Street, Oneida, New York (the “Corporation”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 12th, 2010 • Oneida Financial Corp. • New York
THIS AGREEMENT made and entered into this 2nd day of October, 2000 by and between JOHN E. HASKELL, residing at 8400 Pewter Lane, Manlius, New York 13104 (the “Employee”) and BAILEY & HASKELL ASSOCIATES, INC. (formerly known as Oneida Associates, Inc.), a New York Corporation with its principal office at 131 Main Street, Oneida, New York (the “Corporation”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT BY AND BETWEEN BAILEY & HASKELL ASSOCIATES, INC. AND JOHN E. HASKELLEmployment Agreement • March 12th, 2010 • Oneida Financial Corp.
This Amendment No. 1 (“Amendment”) to the employment agreement dated October 2, 2000 (the “Employment Agreement”) by and between Bailey & Haskell Associates, Inc. (the “Corporation”), the wholly-owned subsidiary of The Oneida Savings Bank, and John E. Haskell (the “Employee”) is made effective as of the 1st day of January, 2008.
