BSPA 8-K
Ballston Spa Bancorp, Inc. (BSPA)
8-K
2026-04-01
For: 2026-04-01
View Original
Added on
April 06, 2026
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 1, 2026
(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction
of Incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area code: (518 ) 363-8199
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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OTCQX
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.01 |
Completion of Acquisition or Disposition of
Assets.
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Effective on April 1, 2026, 12:01 a.m., Ballston Spa Bancorp, Inc., a New York corporation (the “Company”), completed its previously announced combination
with NBC Bancorp, Inc., a New York corporation (“NBC”), pursuant to the Agreement and Plan of Merger, dated as of September 23, 2025 (the “Merger Agreement”), by and between the Company and NBC, pursuant to which NBC merged with and into the Company,
with the Company as the surviving entity (the “Merger”). In addition, The National Bank of Coxsackie, a national bank and a wholly owned subsidiary of NBC, merged with and into Ballston Spa National Bank, a national bank and a wholly owned subsidiary
of the Company, with Ballston Spa National Bank as the surviving bank (the “Bank Merger” and, together with the Merger, the “Transaction”).
Merger Consideration
Upon the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock,
$5.00 par value, of NBC (“NBC Common Stock”) outstanding immediately prior to the Effective Time, other than certain shares held by NBC or the Company, was converted into the right to receive 0.8065 of a share (the “Exchange Ratio”) of common stock,
par value $12.50 per share, of the Company (“Company Common Stock” and such consideration, the “Merger Consideration”). Holders of NBC Common Stock will receive cash in lieu of fractional shares of Company Common Stock.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
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In connection with the Transaction, at the Effective Time, the Company assumed NBC’s obligations as required by the indentures and certain related agreements
with respect to NBC’s subordinated securities, consisting of (i) $5.0 million of its fixed-to-floating rate junior subordinated debt securities due June 30, 2030, and (ii) $4.55 million of its floating rate junior subordinated debt securities due
September 1, 2033 (collectively, the “Notes”).
The indentures and agreements pursuant to which the Notes were issued or assumed have not been filed herewith pursuant to Item 601(b)(4)(v) of
Regulation S-K under the Securities Act of 1933, as amended. The Company agrees to furnish a copy of such indentures and agreements to the Securities and Exchange Commission (the “Commission”) upon request.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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In accordance with the terms of the Merger Agreement, as of the Effective Time, the number of directors that comprise the full board of directors of the
Company (the “Board”) was increased to thirteen (13), of which (i) nine (9) were directors of the Company immediately prior to the Effective Time and (ii) four (4) were directors of NBC immediately prior to the Effective Time (the “NBC Designated
Directors”), specifically Aaron P. Flach, Carl A. Florio, Donald G. Persico and Joseph H. Warren. The NBC Designated Directors have not been assigned to any Board Committees as of the Effective Time.
Biographical information related to the NBC Designated Directors can be found under “Information About NBC and NBC Bank-Directors and Named Executive
Officers” in the joint proxy statement/prospectus which was filed by the Company with the SEC and is incorporated herein by reference.
Director Compensation
Each NBC Designated Director will be compensated for such service in accordance with the Company’s non-employee director compensation program on the same
basis as other non-employee directors.
Additional Executive Appointments
As previously disclosed, as of the Effective Time and pursuant to the Merger Agreement, (i) John Balli, currently President and Chief Executive Officer of NBC
and NBC Bank, will become President of the Company and Senior Executive Leader of Ballston Spa National Bank, and (ii) Caitlin McCrea, currently Senior Vice President and Chief Financial Officer of NBC and NBC Bank, will become Senior Vice President
of Finance and Treasurer of the Company and Ballston Spa National Bank.
As previously disclosed, in connection with the Merger, Mr. Balli entered into an employment agreement with the Company which became effective at the
Effective Time. The material terms of the employment agreement with John Balli are substantially identical to the employment agreement with Christopher R. Dowd, which is set forth under “Information About Ballston Spa and Ballston Spa National
Bank-Executive Compensation” in the joint proxy statement/prospectus regarding the Merger that was filed by the Company with the SEC and is incorporated herein by reference, except the agreement: (i) reflects Mr. Balli’s title as President of the
Company and Senior Executive Leader of Ballston Spa National Bank, (ii) provides an initial annual base salary of $350,000, and (iii) provides a 280G net-best benefit.
In addition, and as previously disclosed, in connection with the Merger, Ms. McCrea entered into a change in control agreement with the Company which became
effective at the Effective Time. The material terms of the change in control agreement with Caitlin McCrea are substantially identical to the change in control agreement with James F. Dodd, which is set forth under “Information About Ballston Spa and
Ballston Spa National Bank-Executive Compensation” in the joint proxy statement/prospectus regarding the Merger that was filed by the Company with the SEC and is incorporated herein by reference, except the agreement provides a potential lump sum
cash severance benefit in an amount equal to two times compensation (as defined in the agreement).
On April 1, 2026, in connection with the Merger, Christopher Dowd entered into an amended and restated employment agreement and James Dodd and James Conroy
entered into an amendment to their change in control agreements with the Company. Mr. Dowd’s amended and restated employment agreement and the amendments to Messrs. Conroy and Dodd’s change in control agreements provide that the Merger will not
constitute a change in control under the agreements.
The foregoing description of Mr. Dowd’s amended and restated employment agreement, Mr. Balli’s employment agreement, Ms. McCrea’s change in control agreement,
and the amendments to the change in control agreements between the Company and each of James Dodd and James Conroy does not purport to be complete and is qualified in its entirety by reference to the full text of each agreement, which are filed as
Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 to this Current Report on Form 8-K and incorporated by reference into this Item 5.02.
| Item 7.01 |
Regulation FD Disclosure.
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On April 1, 2026, the Company issued a press release announcing the completion of the offering of the Merger, a copy of which is furnished herewith as
Exhibit 99.1.
The information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor will such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as may be expressly
set forth by specific reference in such filing.
| Item 9.01 |
Financial Statements and Exhibits
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(d) Exhibits
Exhibit Description
| 2.1 |
| 10.2 |
| 10.3 |
| 10.4 |
| 10.5 |
| 99.1 | Press Release, dated April 1, 2026 | |
| 104 | Cover page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, hereunto duly authorized.
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BALLSTON SPA BANCORP, INC.
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DATE: April 1, 2026
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By:
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/s/ Christopher Dowd
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Christopher Dowd
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President and Chief Executive Officer
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EXHIBIT 10.1
AMENDED AND RESTATED
Employment Agreement
This AMENDED AND RESATED Employment agreement (this “Agreement”) is entered into effective as of April 1, 2026 by and among Ballston Spa Bancorp, Inc., a New
York corporation, Ballston Spa National Bank (the “Bank”), a national bank and a wholly owned subsidiary of Ballston Spa Bancorp, Inc., and Christopher R. Dowd (the “Executive”). Ballston Spa Bancorp, Inc. and the Bank are sometimes referred to in this Agreement individually or together as the “Employer.”
RECITALS
WHEREAS, the Executive is
currently employed as President and Chief Executive Officer of Ballston Spa Bancorp, Inc. and the Bank pursuant to an employment agreement by and among Ballston Spa Bancorp, Inc., the Bank and Executive entered into as of January 1, 2021 (the “Prior Agreement”);
WHEREAS, Ballston Spa Bancorp, Inc. and the Bank desire to assure itself of the continued availability of the Executive’s
services as provided in this Agreement, which will replace and supersede the Prior Agreement; and
WHEREAS, the Executive is willing to serve the Bank on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration
of the mutual covenants herein contained, and upon the terms and conditions hereinafter provided, the parties hereby agree as follows:
article 1
Employment
Employment
1.1 Employment
and Board Service, (a) The Employer hereby employs the Executive to serve as President and Chief Executive Officer of Ballston Spa Bancorp, Inc. and the Bank on the terms and subject to the conditions of this Agreement. Executive accepts
such employment and agrees to perform the duties and responsibilities of the position, as may be assigned to Executive by the Board of Directors of Ballston Spa Bancorp, Inc. and the Board of Directors of the Bank. As President and Chief Executive
Officer, the Executive shall serve under the direction of the Employer’s boards of directors and in accordance with the Employer’s Articles of Incorporation and Bylaws, as each may be amended or restated from time to time.
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(b)
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The Executive will serve the Employer faithfully, diligently, competently, and to the best of the Executive’s ability. The
Executive will exclusively devote full working time, energy, and attention to the business of the Employer and to the promotion of the Employer’s interests throughout the term of this Agreement. Without the written consent of the Employer,
the Executive will not render services to or for any person, firm, corporation, or other entity or organization in exchange for compensation, regardless of the form in which the compensation is paid and regardless of whether it is paid
directly or indirectly to the Executive. Nothing in this section 1.1 prevents the Executive from managing personal investments and affairs, provided that doing so does not interfere with the proper performance of the Executive’s duties and
responsibilities under this Agreement.
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(c)
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The Ballston Spa Bancorp, Inc. Board will nominate the Executive for reelection as a director of Ballston Spa Bancorp, Inc. at
such times as necessary so that the Executive will, if elected by shareholders, remain a director of Ballston Spa Bancorp, Inc. while he remains Chief Executive Officer of Ballston Spa Bancorp, Inc. The Ballston Spa Bancorp, Inc. Board will
recommend to shareholders that they vote in favor of the Executive’s election to the Ballston Spa Bancorp, Inc. Board. Ballston Spa Bancorp, Inc. will appoint the Executive to the Board of Directors of the Bank to serve until elected at the
next meeting of the shareholders of the Bank, as required by the National Bank Act, regulation of the Office of the Comptroller of the Currency, and the Bylaws of the Bank. Ballston Spa Bancorp, Inc. agrees to undertake every lawful effort
to ensure that the Executive continues throughout the term of this Agreement to be elected or re-elected as a director of the Bank. Unless the parties otherwise agree or the applicable governing documents of the Boards require otherwise,
the Executive shall be deemed to have resigned as a director effective immediately upon termination of the Executive’s employment, regardless of whether the Executive submits a formal, written resignation as director. If the applicable
governing documents of the Boards require formal, written resignation as director, the Executive agrees to comply with such requirements and execute the applicable documents at the time of his termination of employment. The Executive shall
not receive any board fees or additional compensation (other than the
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compensation provided in Section 2) for his service on the Boards.
1.2 Term.
The term of employment is three years, commencing on the effective date first written above. On the first anniversary of the effective date and on each anniversary thereafter, the Executive’s employment shall be extended automatically for one
additional year unless the Employer’s board of directors gives written notice to the Executive that the term will not be extended. The board of directors shall review the Executive’s performance annually and based on that review shall make a
specific determination whether this Agreement shall be extended at the next anniversary for an additional year, which review and determination shall be completed more than 30 days before the next anniversary of the effective date. If the board of
directors determines not to extend the term, it shall notify the Executive in writing at least 30 days before the anniversary date. If the board decides not to extend the term of employment, this Agreement shall nevertheless remain in force until
the employment term expires. The board’s decision not to extend the term of employment shall not - by itself - give the Executive any rights under this Agreement to claim an adverse change in position, compensation, or circumstances or otherwise to
claim entitlement to severance benefits under Articles 4 or 5 of this Agreement, and nothing in this Agreement will mandate or prohibit a continuation of the Executive’s employment following the expiration of the term. References herein to the term
of employment mean the initial term, as the same may be extended. Notwithstanding the foregoing, in the event the Bank or Ballston Spa Bancorp, Inc. has entered into an agreement to effect a transaction that would be considered a Change in Control,
as defined in Section 5, the term of this Agreement will automatically extend so that it expires three (3) years beyond the effective date of the Change in Control.
1.3 Annual
Board Review. The Board, or its designated representative, shall perform an annual evaluation of the Executive’s performance. At a meeting of the Board (or its
designated representative), to be determined in consultation with the Executive, the Board (or its designated representative) and the Executive shall agree upon the goals and objectives of the Executive and the Bank for the year. Prior to the
conclusion of each fiscal year, the Board (or its designated representative) shall meet with the Executive and review the goals and objectives set previously and determine the Executive’s success in meeting such goals and objectives. This
evaluation shall include but not be limited to the performance bonus criteria set forth in Section 2.2(b) of this Agreement.
article 2
Compensation
Compensation
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2.1
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Base Salary. In consideration of the Executive’s performance of the obligations under this Agreement, the Employer will pay or cause to be paid to the Executive a salary at the
annual rate of not less $419,265, minus any federal, state, and local income and payroll tax and other withholdings legally required or properly requested by the Executive, in accordance with the Employer’s regular payroll practices and
procedures. The Executive’s salary will be reviewed annually with future annual adjustments no less than the same percentage increase (excluding any salary merit increases) concurrently received by salaried employees generally. Aside from
these annual cost-of-living increases, the Executive’s salary may increase annually pursuant to merit evaluations. However, the Executive’s salary will not be reduced. The Executive’s salary, as the same may be increased from time to
time, is referred to in this Agreement as the “Base
Salary.” Where necessary to conform to the
Bank payroll schedule at the commencement or termination of the Agreement, the Base Salary shall be computed on a per diem basis.
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2.2
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Benefit Plans and Perquisites, (a) Plans that are generally available to officers or
employees. The Executive is entitled throughout the term of this Agreement to participate in all officer or employee compensation, bonus, incentive, stock
option or other equity-based compensation, incentive, bonus, or purchase plans, and other benefit plans in effect from time to time, including without limitation plans providing medical, dental, disability, and group life benefits,
including the Employer’s 401(k) Plan, and to receive any and all other fringe benefits provided from time to time, provided that the Executive satisfies the eligibility requirements for the plans or benefits. All benefits within the scope
of this paragraph (a) are subject to change or termination by the Employer without the Executive’s consent.
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(b) Performance Bonus. At the conclusion of each calendar year, the Board of Directors of the Bank will determine if a performance bonus for the Executive is merited. If merited, the Board will
determine the appropriate amount of said bonus, based on the Bank’s Human Resources Policy/Procedure for Executive Compensation, as may be amended from time to time (hereinafter “Comp Policy”). The determination will follow the procedures and
criteria set forth in the said Comp Policy under the category “Chief Executive Officer”. The parties further agree that they will refer to the
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“Policy”, “Principles” and “Components Of Total Compensation” provisions, as set forth in the
Policy in making bonus determinations. This bonus calculation shall be completed no later than January 15 of the year following the completion of the preceding year. In order to comply with the requirements of Section 409A of the Internal Revenue
Code of 1986, as amended (“Code Section 409A”), it is agreed that the bonus (if any) earned for annual incentive compensation shall be paid no later than (but
may be paid earlier in accordance with the Employer’s usual practices) March 15th of the calendar year immediately following the calendar year in which the fiscal year to which such bonus relates ended.
(c) Reimbursement of business expenses. The Executive shall be entitled to
reimbursement by the Bank for reasonable expenses incurred by the Executive in the performances of his duties hereunder, including the cost of business entertainment, travel and attendance at conventions and meetings. The Executive shall submit
reimbursement claims, with appropriate supporting documentation, to the Chief Financial Officer (CFO) of the Bank within thirty (30) days of the date an expense is incurred and pursuant to the procedures established by the Board of the Bank. To be
reimbursable each expense must be of a nature qualifying it as a proper deduction on the Employer’s income tax returns as a business expense rather than deductible compensation to the Executive. The records and other documentary evidence submitted
by the Executive to the Employer with each request for reimbursement must be in the form required by applicable statutes and regulations issued
by appropriate taxing authorities for the substantiation of expenditures as deductible business expenses of the Employer rather than deductible compensation to the Executive. The CFO will consult with the Chair of the Board of Directors if an
expense submission is believed to be unjustified or suspicious. All reimbursements will be made as soon as practicable upon substantiation of the expenses by the Executive in accordance with the applicable policies and procedures of the Bank and,
in any event, not later than sixty (60) days following the date in which the Executive incurred the expense.
(d) Perquisites.
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(1)
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The Executive shall be paid a monthly automobile allowance of $500.00 for the business use of his personal vehicle, subject to annual increases as may be determined by the Compensation Committee of the Bank’s Board of Directors.
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(2)
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The Bank shall reimburse the Executive the sum of $15,000 per year for premiums paid by the Executive for any life insurance on
the Executive’s life. The Executive shall be the owner of the life insurance policy, including all cash values of the policy, and shall be entitled to select the life insurance policy and underwriter and to designate the beneficiary of the
policy.
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(3)
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The Bank shall provide the Executive with a cell phone with a sufficient number of minutes paid by the Bank to enable the
Executive to conduct Employer business. The Executive shall not be obligated to reimburse the Bank for any incidental personal use of the cell phone within the number of minutes paid for by the Bank.
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2.3
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Leave and Paid Time Off.
The Executive is entitled to paid annual vacation and sick leave in accordance with the policies established from time to time by the Employer. The Executive is not entitled to any additional compensation for failure to use allotted
vacation or sick leave, nor is the Executive entitled to accumulate unused vacation or sick leave from one year to the next unless authorized to do so.
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2.4
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Indemnification and Insurance,
(a) Indemnification. Ballston Spa Bancorp, Inc. shall indemnify the Executive or cause the Executive to be indemnified with respect to
his activities as a director, officer, employee, or agent of Ballston Spa Bancorp, Inc. or as a person who is serving or has served at the request of Ballston Spa Bancorp, Inc. (a “representative”) as a director, officer, employee, agent, or trustee of an affiliated corporation, joint
venture trust or other enterprise,
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domestic or foreign, in which Ballston Spa Bancorp, Inc. has a direct or indirect ownership interest against expenses
(including without limitation attorneys’ fees, judgments, fines, and amounts paid in settlement) actually and reasonably incurred by him (“Expenses”) in connection with any claim against the Executive that is the subject of any threatened, pending, or completed action, suit, or other type of
proceeding, whether civil, criminal, administrative, investigative, or otherwise and whether formal or informal (a “Proceeding”), to which the Executive was, is, or is threatened to be made a party
by reason of the Executive being or having been such a director, officer, employee, agent, or representative.
The indemnification provided herein shall not be exclusive of any other indemnification or right to
which the Executive may be entitled and shall continue after the Executive has ceased to occupy a position as an officer, director, employee, agent or representative with respect to Proceedings relating to
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or arising out of the Executive’s acts or omissions during his service in such position. The
indemnification provided to the Executive under this Employment Agreement for the Executive’s service as a representative shall be payable if and only if and only to the extent that reimbursement to the Executive by the affiliated entity with which
the Executive has served as a representative, whether pursuant to agreement, applicable law, articles of incorporation or association, by-laws or regulations of the entity, or insurance maintained by such affiliated entity, is insufficient to
compensate the Executive for Expenses actually incurred and otherwise payable by the Employer under this Agreement. Any payments for such Expenses in fact made to or on behalf of the Executive directly or indirectly by the affiliated entity with
which the Executive served as a representative shall reduce the obligation of the Employer hereunder.
(b) Exclusions. Anything herein to
the contrary notwithstanding, however, nothing in this Section 2.4 requires indemnification, reimbursement, or payment by Ballston Spa Bancorp, Inc., and the Executive shall not be entitled to demand indemnification, reimbursement, or payment -
(1) if and to the extent indemnification, reimbursement, or payment constitutes a “prohibited indemnification payment” within the meaning of Federal Deposit Insurance Corporation
Rule 359.1(1)(1) [12 CFR 359.1(1)(1)], or
(2) for any claim or any part thereof as to which the Executive shall have been determined by a court of competent jurisdiction, from which no appeal is or can be taken, by clear
and convincing evidence, to have acted with deliberate intent to cause injury to Ballston Spa Bancorp, Inc. or with reckless disregard for the best interests of Ballston Spa Bancorp, Inc., or
(3) for any claim or any part thereof arising under Section 16(b) of the Securities Exchange Act of 1934 as a result of which the Executive is required to pay any penalty, fine,
settlement, or judgment, or
(4) for any obligation of the Executive based upon or attributable to the Executive gaining in fact any personal gain, profit, or advantage to which he was not entitled, or
(5) any proceeding initiated by the Executive without the consent or authorization of the board of directors of Ballston Spa Bancorp, Inc., but this exclusion shall not apply with
respect to any claims brought by the Executive (a) to enforce his rights under this Employment Agreement, or (b) in any Proceeding initiated by another person or entity whether or not such claims were brought by the Executive against a person or
entity who was otherwise a party to such proceeding.
(c) Insurance. The Employer shall maintain or
cause to be maintained fidelity and directors & officers’ liability insurance covering the Executive throughout the term of this Employment Agreement.
article 3
Employment Termination
3.1 Termination Because of Death or Disability, (a) Death. The Executive’s employment will terminate automatically at
the Executive’s death. If the Executive dies in active service to the Employer, the Executive’s estate will receive: (i) any sums due to the Executive as Base Salary, (ii) reimbursement of expenses through the end of the month in which death
occurred, (iii) any bonus earned or accrued through the date of death, including any unvested amounts awarded for previous years, and (iv) for three months after the Executive’s death, the Employer will pay the full cost of continuing health care
coverage under Consolidated Omnibus Budget Reconciliation Act (“COBRA”),
with such coverage substantially identical to the coverage maintained by the Bank for the Executive immediately prior to his death.
(b) Disability.
This Agreement and the Executive’s employment hereunder will terminate if the Executive becomes disabled. If the Executive’s employment terminates because of disability, the Executive will be entitled to Base Salary through the date on which
termination becomes effective, benefits under Employer disability plans in which the Executive is a participant, reimbursement of expenses through the date on which termination becomes effective, and any incentive bonus compensation earned but
unpaid for the previous year. Termination of the Executive because of disability will not prejudice any benefits payable to the Executive or to the Executive’s spouse or beneficiaries that are fully vested as of the date of termination. The
Executive will be deemed to be disabled if an independent physician selected by the Employer determines that, because of illness or
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accident, the Executive is unable to perform the essential functions of the Executive’s job,
with or without a reasonable accommodation, and will be unable to perform the essential job functions for a period of 90 consecutive days. The Executive will not be deemed to be disabled, however, if the Executive returns to work full time with the Employer within 30 days after the Employer gives to the Executive notice of termination due to disability.
3.2 Involuntary
Termination by the Employer, (a) With cause. Ballston Spa Bancorp, Inc. may terminate the Executive’s employment with Cause, by action taken by the affirmative vote of at least 75% of the full Board of Directors of
Ballston Spa Bancorp, Inc. (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board of Directors of Ballston Spa Bancorp, Inc.) If the Executive’s employment terminates with Cause, the Executive
will receive the Base Salary through the date on which termination becomes effective and reimbursement of expenses to which the Executive is entitled when termination becomes effective. The Executive will not be deemed to have been terminated
with Cause under this Agreement unless and until there is delivered to the Executive a copy of a resolution adopted at a meeting of the Board of Directors
called and held for the purpose, which resolution (x) contains findings that in the Board’s good faith opinion the Executive has committed an act constituting Cause, and (y) specifies the particulars thereof. If Ballston Spa Bancorp, Inc.
terminates the Executive involuntarily with Cause, the Executive’s employment with the Bank will terminate with Cause at the same time. For purposes of this Agreement, “Cause” means any of the following:
(1) an intentional act of fraud, embezzlement, personal dishonesty, or theft by the Executive in the course of employment with the Employer. For purposes of this Agreement, no act
or failure to act on the part of the Executive will be deemed to have been intentional if it was due primarily to an error in judgment or negligence. An act or failure to act on the Executive’s part will be considered 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 best interests of the Employer, or
(2) intentional violation by the Executive of any law or significant policy of the Employer, which in the Employer’s sole judgment has an adverse effect on the Employer, or
(3) the Executive’s gross negligence or gross neglect of duties as an officer of the Employer, or
(4) intentional wrongful damage by the Executive to the business or property of the Employer, including without limitation the reputation of the Employer, which in the Employer’s
sole judgment causes material harm to the Employer, or
(5) a breach by the Executive of fiduciary duties owed to the Employer and its stockholders, in either case whether in the Executive’s capacity as an officer or as a director of the
Employer, or
(6) removal of the Executive from office or permanent prohibition of the Executive 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).
(b) Without cause.
The Employer may terminate the Executive’s employment without Cause, If either Ballston Spa Bancorp, Inc. or the Bank terminates the Executive, the Executive’s employment with the other will terminate at the same time.
3.3 Voluntary Termination by the
Executive, (a) Without good reason. The Executive may terminate employment voluntarily but without Good Reason upon at least sixty (60) days prior written notice to the Board of Directors of Ballston Spa Bancorp, Inc., provided, however, that the Bank may accelerate the date of termination upon receipt
of written notice of the Executive’s resignation. In the event the Executive resigns without Good Reason, the Executive will receive the Base Salary and expense reimbursement to which the Executive is entitled through the date on which
termination becomes effective and any other benefits to which the Executive may be entitled under the Employer’s benefit plans and policies. If the Executive’s employment with either of Ballston Spa Bancorp, Inc. or the Bank terminates voluntarily
but without Good Reason, the Executive’s employment with the other will terminate voluntarily but without Good Reason at the same time.
(b) With good reason. With advance
written notice to the Employer as provided in clause (y) below, the Executive may terminate employment with Good Reason. If the Executive’s
employment with
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either of Ballston Spa Bancorp, Inc. or the Bank terminates voluntarily but with Good Reason, the
Executive’s employment with the other will terminate at the same time. For purposes of this Agreement, a voluntary termination by the Executive will be considered a voluntary termination with Good Reason if the conditions stated in both clauses (x)
and (y) are satisfied -(x) a voluntary termination 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, and the term Good Reason means the occurrence of any of the following without the Executive’s advance written consent -
(1) a material diminution of the Executive’s Base Salary,
(2) a material diminution of the Executive’s authority, duties, or responsibilities
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(3) A requirement that the Executive report to a corporate officer or employee instead of reporting directly to the board of directors or to the Chairman of the Board,
(4) a material change in the geographic location at which the Executive must perform services for the Employer, or
(5) any other action or inaction that constitutes a material breach by the Employer of this
Agreement.
(y)
the Executive must give notice to the Employer of the existence of one or more of the conditions described in clause (x) within 60 days after the initial existence of the condition, and the Employer will have 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 90 days after the initial occurrence of the event constituting “Good Reason” and
Employer must have been allowed the full opportunity to cure, as set forth above.
Article 4
Severance Compensation
4.1 Involuntary Termination without Cause and Voluntary Termination with Good Reason,
(a) Subject to the possibility that cash severance after employment termination might be delayed under section 4.1(b), if the Executive’s employment terminates involuntarily but without Cause or if the Executive voluntarily terminates employment
with Good Reason, on the day of employment termination Ballston Spa Bancorp, Inc. will pay to the Executive a cash payment, less required tax withholding, in an amount equal to two (2) times the sum of: (i) the Executive’s Base Salary as of the
date of termination (or the Executive’s Base Salary in effect during any of the prior two years, if higher), and (ii) the highest bonus earned for any of the two (2) most
recently completed fiscal years prior to the year in which the date of termination occurs; payable in a lump sum within thirty (30) days of the Executive’s date of termination. Ballston Spa Bancorp, Inc. and the Executive acknowledge and
agree that the benefit under this section 4.1 is not payable if benefits are payable or have been paid to the Executive under Article 5 of this Agreement.
(b) To the maximum extent permitted under Code Section 409A, the severance benefits payable under this Agreement are intended to comply
with the “short-term deferral exception” under Treasury Reg. § 1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treasury Reg. §1.409A-l(b)(9)(iii). Any amount not so qualifying shall be
treated as deferred compensation subject to the provisions of Code Section 409A. If when employment termination occurs the Executive is a specified employee within the meaning of Code Section 409A, and if the cash severance payment under section
4.1(a) would be considered deferred compensation under Code Section 409A, and finally if an exemption from the six-month delay requirement of Code Section 409A(a)(2)(B)(i) is not available, the Executive’s cash severance payment under section
4.1(a) will be paid to the Executive in a single lump sum on the first day of the seventh month after the month in which the Executive’s employment terminates.
4.2 Post-Termination Insurance and Medical Coverage. If the Executive’s
employment terminates involuntarily but without Cause or voluntarily but with Good Reason, Ballston Spa Bancorp, Inc. shall continue or cause to be continued at the Employer’s expense life, health, dental and disability insurance benefits in effect
immediately preceding the date of the Executive’s termination, provided that the Executive has elected continued health care coverage in accordance with COBRA. Unless the Executive receives cash severance benefits under section 5.1, the life,
health, dental, and disability insurance benefits shall continue until the first to occur of (a) the Executive’s return to employment with
6
another employer, or (b) the end of the term remaining under this Agreement at the time of the Executive’s termination. If the Executive
receives the cash severance payment under section 5.1 of this Agreement at employment termination, the continuation of insurance benefits and coverages provided by section 4.2 will continue for three years after the Executive’s employment termination
or until the Executive becomes employed by another employer, whichever occurs first. If the Bank cannot provide one or more of the benefits set forth in this paragraph
because the Executive is no longer an employee, and applicable rules and regulations (including, but not limited to the Affordable Care Act) prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the
Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment shall be made in
a lump sum within ten (10) days after the later of Executive’s date of termination or the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties.
article 5
Change in Control
Change in Control
5.1 Change in Control. If a Change in Control occurs during the term of this Agreement and if within 24 months thereafter the Executive is involuntarily terminated without Cause or the Executive
terminates employment voluntarily but with Good Reason, Ballston Spa Bancorp. Inc. will make or cause to be made a lump-sum payment to the Executive in an amount in cash equal to the Executive’s annual compensation multiplied by three, payable in
a lump sum within thirty (30) days of the Executive’s date of termination. For this purpose, annual compensation means (x) the Executive’s Base Salary on the date of the Change in Control or on the date of the Executive’s employment termination
(whichever is greater) plus (y) any cash bonus or cash
incentive compensation earned for the calendar year ended immediately before the year in which the Change in Control occurred or for the calendar year ended immediately before the year in which employment termination occurred (whichever is
greater), regardless of when the bonus or incentive compensation earned for the preceding calendar year is paid and regardless of whether all or part of the bonus or incentive compensation is subject to elective deferral or vesting. Annual
compensation will be calculated without regard to any deferrals under qualified or nonqualified plans, but annual compensation does not include interest or other earnings credited to the Executive under qualified or nonqualified plans and annual
compensation does not include any compensation earned in the Executive’s capacity as a director. The amount payable to the Executive hereunder will not be reduced to account for the time value of money or discounted to present value. The payment
required under this section 5.1 is payable on the day of the Executive’s employment termination. If the Executive receives payment under this section 5.1, the Executive is not entitled to any cash severance benefits under section 4.1 of this
Agreement after employment termination.
5.2 Change in Control
Defined. For purposes of this Agreement the term “Change
in Control” means: (i) a change in the ownership of the Corporation; (ii) a change in the effective control of the Corporation; or (iii) a change in the
ownership of a substantial portion of the assets of the Corporation as defined in accordance with Code Section 409 A. For purposes of this Section 5(a), the term “Corporation” means the Bank, Ballston Spa Bancorp, Inc. or any of their
successors, as follows:
(a) A change in the ownership of a Corporation occurs on the date that any one person, or more than one person acting as a group (as defined in Treasury
Regulation 1.409A-3(i)(5)(v)(B)), acquires ownership of stock of the Corporation that, together with stock held by such person or group, constitutes more than fifty (50) percent of the total fair market value or total voting power of the stock of
the Corporation.
(b) A change in the effective control of the Corporation occurs on the date that either (A) any one person, or more than one person acting as a group (as defined in Treasury
Regulation 1.409A-3(i)(5)(vi)(D)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Corporation possessing thirty (30) percent or more of the
total voting power of the stock of the Corporation, or (B) a majority of the members of the board of directors of the Corporation is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a
majority of the members of the board of directors prior to the date of the appointment or election, provided that this subsection “(B)” is inapplicable where a majority stockholder of the Corporation is another corporation.
(c) A change in a substantial portion of the Corporation’s assets occurs on the date that any one person or more than one person acting as a group (as defined in Treasury
Regulation 1.409A-3(i)(5)(vii)(C)) acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Corporation that have a total gross fair
7
market value equal to or more than forty (40) percent of the total gross fair market value of (A) all of the assets of the Corporation, or (B) the value of
the assets being disposed of, either of which is determined without regard to any liabilities associated with such assets.
(d) Notwithstanding the foregoing, for purposes of this Agreement, the definition of Change in Control shall not include the following: (i) a merger by and between Ballston Spa
Bancorp, Inc. and NBC Bancorp, Inc. (“NBC”), in which NBC will merge with and into Ballston Spa Bancorp, Inc., with Ballston Spa Bancorp, Inc. as the surviving entity, or (ii) a merger by and between Ballston Spa National Bank and National Bank of
Coxsackie, a wholly-owned subsidiary of NBC, with Ballston Spa National Bank as the surviving entity, each pursuant to an Agreement and Plan of Merger entered into by and between Ballston Spa Bancorp, Inc. and NBC dated as of September 23, 2025.
For all purposes hereunder, the definition of Change in Control shall be
construed to be consistent with the requirements of Treasury Regulation 1.409A-3(i)(5), except to the extent that such regulations are superseded by subsequent guidance.
5.3 Gross-Up for Taxes. (a) Additional payment to account for excise taxes. If the Executive receives change-in-control benefits under this Agreement and acceleration of benefits under any other benefit, compensation, or incentive plan or arrangement with Ballston Spa Bancorp, Inc. or the Bank
(collectively, the “Total Benefits”), and if any part of the Total Benefits is subject to the Excise Tax under Internal Revenue Code sections 280G and 4999 (the “Excise Tax”), at the same time as it pays the cash severance benefit to the
Executive under section 5.1 Ballston Spa Bancorp, Inc. will pay to the Executive the following additional amounts, consisting of (x) a payment equal to the
Excise Tax payable by the Executive under section 4999 on the Total Benefits (the “Excise Tax Payment”) and (y) a payment equal to the amount necessary to provide the Executive the Excise Tax Payment net of all income, payroll, and excise taxes.
Together, the additional amounts described in clauses (x) and (y) are referred to in this Agreement as the “Gross-Up Payment Amount.” Payment of the Gross-Up Payment Amount will be made in addition to the amount set forth in section 5.1 and will
be made at the same time payment is made under section 5.1.
Calculating the excise
tax. For purposes of determining whether any of the Total Benefits are subject to the Excise Tax and for purposes of determining the amount of the Excise Tax:
(1) Determination of “parachute payments” subject to the Excise Tax: any other payments or benefits received or to be received by the Executive in connection with a Change in Control or the Executive’s termination of employment (whether under
the terms of this Agreement or any other agreement or any other benefit plan or arrangement with Ballston Spa Bancorp, Inc., the Bank, any person whose actions result in a Change in Control, or any person affiliated with Ballston Spa Bancorp,
Inc., the Bank, or such person) will be treated as “parachute payments” within the meaning of Internal Revenue Code section 280G(b)(2) and all “excess parachute payments” within the meaning of section 280G(b)(l) will be treated as subject to the
Excise Tax, unless in the opinion of the certified public accounting firm that is retained by Ballston Spa Bancorp, Inc. as of the date immediately before the Change in Control (the “Accounting Firm”) the other payments or benefits do not
constitute (in whole or in part) parachute payments, or the excess parachute payments represent (in whole or in part) reasonable compensation for services actually rendered within the meaning of Internal Revenue Code section 280G(b)(4) in excess
of the “base amount” (as defined in Internal Revenue Code section 280G(b)(3)), or are otherwise not subject to the Excise Tax,
(2) Calculation of benefits subject to the Excise Tax: the amount of the Total Benefits that will be treated as subject to the Excise Tax is equal to the lesser of (x) the total amount of the Total Benefits reduced by the amount of such Total
Benefits that in the opinion of the Accounting Firm are not parachute payments, or (y) the amount of excess parachute payments within the meaning of section 280G(b)(l) (after applying clause (1), above), and
(3) Value of noncash benefits and deferred payments: the value of any noncash benefits or any deferred payment or benefit will be determined by the Accounting
Firm according to the principles of Internal Revenue Code sections 280G(d)(3) and (4).
Assumed marginal
income tax rate. For purposes of determining the Gross-Up Payment Amount, the Executive is deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar years in which the Gross-Up Payment
Amount is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive’s residence on the date of termination of employment, net of the reduction in federal income taxes that can be
8
obtained from deduction of state and local taxes (calculated by assuming that any reduction under
Internal Revenue Code section 68 in the amount of itemized deductions allowable to the Executive applies first to reduce the amount of state and local income taxes that would otherwise be deductible by the Executive, and applicable federal FICA and
Medicare withholding taxes).
Return of reduced
Excise Tax payment or payment of additional Excise Tax. If the Excise Tax is later determined to be less than the amount taken into account hereunder when the Executive’s employment terminated, the Executive will repay to Ballston Spa Bancorp, Inc. - when the amount of the reduction in Excise Tax is finally determined - the portion of the Gross-Up Payment Amount attributable to the
reduction (plus that portion of the Gross-Up Payment Amount attributable to the Excise Tax, federal, state, and local income taxes and FICA and Medicare withholding taxes imposed on the Gross-Up Payment Amount being repaid by the Executive to the
extent that the repayment results in a reduction in Excise Tax, FICA and Medicare withholding taxes and/or a federal, state, or local income tax deduction).
If the Excise Tax is later determined to be more than the amount taken into account hereunder
when the Executive’s employment terminated (due, for example, to a payment whose existence or amount cannot be determined at the time of the Gross-Up Payment Amount), Ballston Spa Bancorp, Inc. will make an additional payment to the Executive for
that excess (plus any interest, penalties or additions payable by the Executive for the excess) when the amount of the excess is finally determined.
(b) Responsibilities of the Accounting Firm and Ballston Spa Bancorp, Inc.
Determinations will be
made by the Accounting Firm. Subject to the provisions of section 5.3(a), all determinations required to be made under this section 5.3(b) - including whether and when a Gross- Up Payment Amount is required, the amount of the Gross-Up Payment
Amount, and the assumptions to be used to arrive at the determination (collectively, the “Determination”) - will be made by the Accounting Firm, which will provide detailed supporting calculations both to Ballston Spa Bancorp, Inc. and the
Executive within 15 business days after receipt of notice from Ballston Spa Bancorp, Inc. or the Executive that there has been a Gross-Up Payment Amount, or such earlier
time as is requested by Ballston Spa Bancorp, Inc.
Fees and expenses of
the Accounting Firm and agreement with the Accounting Firm. All fees and expenses of the Accounting Firm will be borne solely by Ballston Spa Bancorp, Inc. Ballston Spa Bancorp, Inc. will enter into any agreement requested by the Accounting
Firm for its services hereunder.
Accounting Firm’s
Opinion. If the Accounting Firm determines that no Excise Tax is payable by the Executive, the Accounting Firm will furnish the Executive with a written
opinion to that effect and to the effect that failure to report Excise Tax., if any, on the Executive’s applicable federal income tax return will not result in the imposition of a negligence or similar penalty.
Accounting Firm’s
Determination is binding: underpayment and overpayment. The Determination by the Accounting Firm is binding on Ballston Spa Bancorp, Inc. and the Executive.
Because of the uncertainty when the Determination is made about whether any of the Total Benefits will be subject to the Excise Tax, it is possible that a Gross-Up Payment Amount that should have been made will not have been made by Ballston Spa
Bancorp, Inc. (‘Underpayment”), or that a Gross- Up Payment Amount will be made that should not have been made by Ballston Spa Bancorp, Inc. (“Overpayment”). If after a Determination by the Accounting Firm the Executive is required to make a
payment of additional Excise Tax, the Accounting Firm will determine the amount of the Underpayment. The Underpayment (together with interest at the rate provided
in Internal Revenue Code section 1274(d)(2)(B)) will be paid promptly by Ballston Spa Bancorp, Inc. to or for the benefit of the Executive. If the Gross-Up Payment Amount exceeds the amount necessary to reimburse the Executive for the Excise Tax
according to section 5.3(a), the Accounting Firm will determine the amount of the Overpayment. The Overpayment (together with interest at the rate provided in Internal Revenue Code section 1274(d)(2)(B)) will be paid promptly by the Executive to or
for the benefit of Ballston Spa Bancorp, Inc. Provided that the Executive’s expenses are reimbursed by Ballston Spa Bancorp, Inc., the Executive will cooperate with any reasonable requests by Ballston Spa Bancorp, Inc. in any contests or disputes
with the Internal Revenue Service relating to the Excise Tax.
Accounting Firm
conflict of interest. If the Accounting Firm is serving as accountant or auditor for the individual, entity, or group effecting the Change in
Control, the Executive may appoint another nationally recognized public accounting firm to make the Determinations required hereunder (in which case the term “Accounting Firm” as used in this Agreement refers to the accounting firm appointed by
9
the Executive).
Article 6
Confidentiality and Creative Work
Confidentiality and Creative Work
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6.1
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Non-disclosure. The Executive covenants and agrees not to reveal to any person, firm, or corporation any confidential information of any nature concerning the Employer or its
business, or anything connected therewith. As used in this Article 6, the term “confidential information”
means all of the Employer’s and affiliates’ confidential and proprietary information and trade secrets in existence on the date hereof or existing at any time during the term of this Agreement, including but not limited to -
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(a)
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the whole or any portion or phase of any
business plans, financial information, purchasing data, supplier data, accounting data, or other financial information,
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(b)
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the whole or any portion or phase of any research and development information, design procedures, algorithms or processes, or
other technical information,
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(c)
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the whole or any portion or phase of any marketing or sales information, sales records, customer lists, prices, sales
projections, or other sales information, and
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(d)
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trade secrets, as defined from time to time by
the laws of the State of New York.
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However, confidential information excludes information that - as of the date hereof or at any time after the date hereof - is published or disseminated without obligation of confidence or that becomes a part of the public domain (x) by or through action of the
Employer, or (y) otherwise than by or at the direction of the Executive. This section 6.1 does not prohibit disclosure required by an order of a court having jurisdiction or a subpoena from an appropriate governmental agency or disclosure made by the
Executive in the ordinary course of business and within the scope of the Executive’s authority.
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6.2
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Return of Materials. The Executive agrees to deliver or return to the Employer upon termination, upon expiration of this Agreement, or as soon thereafter as possible, all written information and any other similar items
furnished by the Employer or prepared by the Executive in connection with the Executive’s services hereunder. The Executive will retain no copies
thereof after termination of this Agreement or termination of the Executive’s employment.
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6.3
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Creative Work. The Executive agrees that all creative work and work product, including but not limited to all technology, business management tools, processes, software, patents,
trademarks, and copyrights developed by the Executive during the term of this Agreement and in the course and scope of the Executive’s duties hereunder, regardless of when or where such work or work product was produced, constitutes work
made for hire, all rights of which are owned by the Employer. The Executive hereby assigns to the Employer all rights, title, and interest, whether by way of copyrights, trade secret, trademark, patent, or otherwise, in all such work or
work product, regardless of whether the same is subject to protection by patent, trademark, or copyright laws.
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6.4
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Injunctive Relief. The Executive acknowledges that it is impossible to measure in money the damages that will be suffered by the Employer if the Executive fails to observe the
obligations imposed by this Article 6. Accordingly, if the Employer institutes an action to enforce the provisions hereof, the Executive hereby waives the claim or defense that an adequate remedy at law is available to the Employer and
the Executive agrees not to urge in any such action the claim or defense that an adequate remedy at law exists.
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6.5 Affiliates’
Confidential Information is Covered; Confidentiality Obligation Survives Termination. For purposes of this Agreement the term “affiliate” includes Ballston Spa Bancorp, Inc., the Bank, and any entity that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with Ballston Spa Bancorp, Inc. or the Bank. The rights
and obligations set forth in this Article 6 survive termination of this Agreement.
article 7
Post-Employment Restrictions
Post-Employment Restrictions
7.1 Restrictions on the Executive’s Post-Employment Activities. The restrictions in this Article 7 have been negotiated, presented to, and accepted by the Executive contemporaneous with the
10
offer and acceptance by
the Executive of this Agreement. The Employer’s decision to enter into this Agreement is conditioned upon the Executive’s agreement to be bound by the restrictions contained in this Article 7.
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(a)
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Promise of no solicitation. The Executive promises and agrees that during the Restricted Period (as defined below) and in the Restricted Territory (as defined below) the Executive will:
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(1) not directly or indirectly solicit or attempt to solicit any Customer (as defined below) to accept or purchase Financial Products or Services (as defined below) of the same nature, kind, or variety as provided to the Customer by the Employer
during the one year immediately before the Executive’s employment termination with the Employer,
(2) not directly or indirectly influence or attempt to influence any Customer, joint venturer, or other business partner of the Employer to alter that person or entity’s business relationship with the Employer in any respect, and
(3) not accept the Financial Products or Services business of any Customer or provide Financial Products or Services to any Customer on behalf of anyone other than the Employer.
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(b)
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Promise of no competition. The Executive promises and agrees that during the Restricted Period in the Restricted Territory the Executive will not engage, undertake, or participate in the business of providing, selling, marketing, or
distributing Financial Products or Services of a similar nature, kind, or variety (x) as offered by the Employer to Customers during the one year immediately before the Executive’s employment termination with the Employer, or (y) as offered by the Employer to any of its Customers during
the Restricted Period. Subject to the above provisions and conditions of this subparagraph (b), the Executive promises that during the Restricted Period the Executive will not become employed by or serve as a director, partner, consultant, agent, or owner of 5% or more of the
outstanding stock of or contractor to any entity providing these prohibited Financial Products or Services that is located in or conducts business in the Restricted Territory.
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(c)
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Promise of no raiding/hiring. The Executive promises and agrees that during the Restricted Period the Executive will not solicit or attempt to solicit and will not encourage or induce in any way any employee, joint venturer, or business partner of the Employer to terminate an employment or
contractual relationship with the Employer. The Executive agrees that the Executive will not hire any person employed by the Employer during the one-year period before the Executive’s employment termination with the Employer or any person employed by the Employer during the
Restricted Period.
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(d)
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Promise of no disparagement. The Executive promises and agrees that during the Restricted Period the Executive will not cause statements to be made (whether written or oral) that reflect negatively on the business reputation of the Employer.
The Employer likewise promises and agrees that during the Restricted Period the Employer will not cause statements to be made (whether written or oral) that reflect negatively on the reputation of the
Executive.
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(e)
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Acknowledgment. The
Executive and the Employer acknowledge and agree that the provisions of this Article 7 have been negotiated and have been determined by the Executive and by the Employer to be reasonable and necessary for the protection of legitimate
business interests of the Employer. Both parties agree that a violation of Article 7 is likely to cause immediate and irreparable harm that will give rise to the need for court ordered injunctive relief. If there is a breach or threatened
breach by the Executive of any provision of this Article 7, the Employer, including its successors and assigns, is entitled to obtain an injunction without bond restraining the Executive from violating the terms of this Article 7 and to
institute an action against the Executive to recover damages from the Executive for the breach, including the right to require the Executive to account for and pay over to the Bank all compensation, profits, monies, accruals, increments and other benefits derived or received by the Executive as a result of any breach of Article 7. These remedies for
default or breach are in addition to any other remedy or form of redress provided under New York law. The parties acknowledge that the provisions of this Article 7 survive termination of the employment relationship and are enforceable by
the Employer’s successors and assigns. The parties agree that if any of the provisions of this Article 7 are deemed unenforceable by a court of competent jurisdiction, the unenforceable provisions may be stricken as independent clauses by
the court in order to enforce the remaining territory restrictions and that the intent of the parties is to afford the broadest restriction on post-employment activities as set forth in this Agreement.
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11
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(f)
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Definitions:
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(1) “Restricted Period,” as used herein, means: (i) for purposes of Sections 7.1(a), 7.1(c) and 7.1(d), the three-year period immediately after the Executive’s termination and/or
separation of employment with the Employer, regardless of the reason for termination and/or separation and regardless of whether the term of this Agreement has expired before the Executive’s employment termination, and (ii) for purposes of Section
7.1(b) the one-year period immediately after the Executive’s termination and/or separation of employment with the Employer, regardless of the reason for termination and/or separation and regardless of whether the term of this Agreement has expired
before the Executive’s employment termination. The Restricted Period will be extended in an amount equal to any time period during which a violation of Article 7 is proven.
(2) “Restricted Territory,” as used herein, means the counties of Albany, Columbia, Greene, Rensselaer,
Saratoga, and Schenectady, New York.
(3) “Customer,” as used herein, means any individual, joint venturer, entity of any sort, or other business partner of the Employer with, for, or to whom the Employer has provided
Financial Products or Services during the last year of the Executive’s employment with the Employer, or any individual, joint venturer, entity of any sort, or business partner whom the Employer has identified as a prospective customer of Financial
Products or Services within the last year of the Executive’s employment with the Employer.
(4) “Financial Products or Services,” as used herein, means any product or service that a financial institution or a financial holding company could offer by engaging in any
activity that is financial in nature or incidental to such a financial activity under section 4(k) of the Bank Holding Company Act of 1956 and that is offered by the Employer or an affiliate on the date of the Executive’s employment termination,
including but not limited to banking activities and activities that are closely related and a proper incident to banking, or other products or services of the type of which the Executive was involved during the Executive’s employment with the
Employer.
7.2 Application
of Article 7 Void after a Change in Control. The post-employment restrictions of this Article 7 are void and of no further force or effect after a Change in Control.
article 8
miscellaneous
miscellaneous
8.1 Successors
and Assigns, (a) This Employment Agreement is Binding on
the Employer’s Successors. This Agreement is binding upon the Employer and any successor of the Employer, including any persons acquiring directly or indirectly
all or substantially all of the business or assets of the Employer by purchase, merger, consolidation, reorganization, or otherwise. But this Agreement and the Employer’s obligations under this Agreement are not otherwise assignable,
transferable, or delegable by the Employer. By agreement in form and substance satisfactory to the Executive, the Employer will require any successor to all or substantially all of the business or assets of the Employer expressly to assume and
agree to perform this Agreement in the same manner and to the same extent the Employer would be required to perform had no succession occurred.
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(b)
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This Agreement is enforceable by
the Executive’s heirs. This Agreement inures to the benefit of and is enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, and legatees.
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(c)
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This Agreement is personal and
is not assignable. This Agreement is personal in nature. Without written consent of the other parties, no party may assign, transfer, or delegate this
Agreement or any rights or obligations under this Agreement except as expressly provided herein. Without limiting the generality or effect of the foregoing, the Executive’s right to receive payments hereunder is not assignable or
transferable, whether by pledge, creation of a security interest, or otherwise, except for a transfer by the Executive’s will or by the laws of descent and distribution. If the Executive attempts an assignment or transfer that is contrary
to this section 8.1, the Employer has no liability to pay any amount to the assignee or transferee.
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8.2
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Governing Law, Jurisdiction,
and Forum. This Agreement will be construed under and
governed by the internal laws of the State of New York, without giving effect to any conflict of laws provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other
than the State of New York. By entering into this
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12
Agreement, the Executive acknowledges that the Executive is subject
to the jurisdiction of both the federal and state courts in the State of New York. Any actions or proceedings instituted under this Agreement may be brought and tried solely in courts located in Albany County, New York or in the federal court of the United States, Northern District of
New York. The Executive expressly waives the right to have any such
actions or proceedings brought or tried elsewhere.
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8.3
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Entire Agreement. This Agreement sets forth the entire agreement of the parties concerning the employment of the Executive. Any oral or written statements, representations, agreements,
or understandings made or entered into prior to or contemporaneously with the execution of this Agreement are hereby rescinded, revoked, and rendered null and void. Without limiting the generality of the foregoing, the parties hereto
acknowledge and agree that this Employment Agreement supersedes in its entirety the Prior Agreement.
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8.4
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Notices. Any notice under this Agreement will be deemed to have been effectively made or given if in writing and personally delivered, delivered by mail properly addressed in
a sealed envelope, postage prepaid by certified mail restricted delivery or registered mail restricted delivery, return receipt requested, or if delivered by a nationally recognized overnight delivery service, specifying next day
delivery, with written verification of receipt confirmed through a signature from someone at the delivery address. Unless otherwise changed by notice, notice will be properly addressed to the Executive if addressed to the address of the
Executive on the books and records of the Employer at the time of the delivery of such notice, and properly addressed to the Employer if addressed to Ballston Spa National Bank, 87 Front Street, Ballston Spa, New York, 12020, Attention:
Corporate Secretary.
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8.5
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Severability. If there is a conflict between any provision of this Agreement and any statute, regulation, or judicial precedent, the latter will prevail, but the affected
provisions of this Agreement will be curtailed and limited solely to the extent necessary to bring them within the requirements of law. If any provision of this Agreement is held by a court of competent jurisdiction to be indefinite,
invalid, void or voidable, or otherwise unenforceable, the remainder of this Agreement will continue in full force and effect unless that would clearly be contrary to the intentions of the parties or would result in an injustice.
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8.6
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Captions and Counterparts. The captions in this Agreement are solely for convenience. The captions do not define, limit, or describe the scope or intent of this Agreement.
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This Agreement may be executed in several counterparts, each of which will be deemed to be an original but all of which
together constitute one and the same instrument.
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8.7
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No Duty to Mitigate. The Employer hereby acknowledges that it will be difficult and could be impossible (x) for the Executive to find reasonably comparable employment after employment
termination, and (y) to measure the amount of damages the Executive may suffer as a result of termination. Additionally, the Employer acknowledges that its general severance pay plans do not provide for mitigation, offset, or reduction of
any severance payment received thereunder. The Employer further acknowledges that the payment of severance benefits under this Agreement is reasonable and constitutes liquidated damages. The Executive is not required to mitigate the
amount of any payment provided by this Agreement by seeking other employment. Moreover, the amount of any payment provided by this Agreement will not be reduced by any compensation earned or benefits provided as the result of employment
of the Executive or as a result of the Executive being self-employed after employment termination.
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8.8
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Amendment and Waiver. This Agreement may not be amended, released, discharged, abandoned, changed, or modified except by an instrument in writing signed by each of the parties hereto. The
failure of any party hereto to enforce at any time any of the provisions of this Agreement will not be construed to be a waiver of any such provision or affect the validity of this Agreement or any part thereof or the right of any party
thereafter to enforce each and every such provision. No waiver or any breach of this Agreement will be held to be a waiver of any other or subsequent breach.
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8.9
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Payment of Legal Fees.
Ballston Spa Bancorp, Inc. is aware that after a Change in Control management could cause or attempt to cause Ballston Spa Bancorp, Inc. to refuse to comply with its obligations under this Agreement, or could institute or cause or attempt
to cause Ballston Spa Bancorp, Inc. 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. Accordingly, Ballston Spa Bancorp,
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Inc. intends that the Executive not be required to incur the
expenses associated with the 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. Ballston Spa Bancorp, Inc. intends that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. If after a Change in Control occurs it appears to the Executive that (x)
Ballston Spa Bancorp, Inc. has failed to comply with any of its obligations under this Agreement or (y) Ballston Spa Bancorp, Inc. 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
to recover from the Executive the benefits intended to be provided to the Executive hereunder, Ballston Spa Bancorp, Inc. hereby irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at Ballston Spa
Bancorp, Inc.’s expense as provided in this section 8.9, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against Ballston Spa Bancorp, Inc. or any director, officer, stockholder, or
other person affiliated with Ballston Spa Bancorp, Inc., in any jurisdiction. Despite any existing or previous attorney-client relationship between Ballston Spa Bancorp, Inc. and any counsel chosen by the Executive under this section 8.9, Ballston
Spa Bancorp, Inc. hereby irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and Ballston Spa Bancorp, Inc. and the Executive agree that a confidential relationship exists between the Executive and
that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section will be paid or reimbursed to the Executive by Ballston Spa Bancorp, Inc. 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, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and regardless of whether incurred in trial, bankruptcy, or
appellate proceedings. Ballston Spa Bancorp, Inc.’s obligation to pay the Executive’s legal fees under this section 8.9 operates separately from and in addition to any legal fee reimbursement obligation the Bank may have with the Executive under
any other agreement. Despite anything in this section 8.9 to the contrary however, Ballston Spa Bancorp, Inc. is not required to pay or reimburse the Executive’s legal expenses if doing so would violate 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 C.F.R. 359.3].
8.10 Compliance
with Internal Revenue Code Section 409A. (a)
Interpretation. The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A or comply with an exemption from the
application of Code Section 409A and, accordingly, all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A.
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(b)
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Action. Neither the Executive nor the Employer shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter which
would not be in compliance with Code Section 409A.
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(c)
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Separation from Service. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amounts or benefits upon or
following a termination of employment unless such termination is also a “separation from service” (within the meaning of Code Section 409A) and, for purposes of any such provision of this Agreement under which (and to the extent) deferred compensation subject to Code Section 409A is
paid, references to a “termination” or “termination of employment” or like references shall mean separation from service. A “separation from service” shall not occur under Code Section 409A unless such
Executive has completely severed Executive’s relationship with Employer
or Executive has permanently decreased Executive’s services to twenty percent
(20%) or less of the average level of bona fide
services over the immediately preceding thirty-six (36) month period, A leave of absence shall only trigger a termination of employment that constitutes a
separation from service at the time required under Code Section 409A.
If the Executive is deemed on the date of separation from service with the Employer to be a “specified employee,” within the meaning of that term under Code Section 409A(a)(2)(B) and
using the identification methodology selected by the Employer from time to time, or if none, the default methodology, then with regard to any
payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall be paid with interest on the first day of the seventh month measured from the date of the Executive’s separation
from service or (ii) the date of the Executive’s death. In the case of benefits required to be delayed under Code Section 409A, however, the Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six-month
delay period and then be reimbursed by the Employer thereafter on the first day of the seventh month following the date of the Executive’s separation from service or, if earlier, on the date of the Executive’s death. The interest paid on
the amount delayed is calculated at the prime rate
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14
reported in The Wall Street Journal in effect for the date of the Executive’s termination.
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(d)
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Treatment of Installment
Payments. If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be
treated as a separate payment. In the event any payment payable upon termination of employment would be exempt from Code Section 409A under Treas. Reg. § 1.409A-l(b)(9)(iii) but for the amount of such payment, the determination of the
payments to the Executive that are exempt under such provision shall be made by applying the exemption to payments based on chronological order beginning with the payments paid closest in time on or after such termination of employment.
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(e)
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Payment Period. When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ten (10) days
following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Employer.
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8.11
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FDIC Part 359 Limitations. Despite any contrary provision within this Agreement, any payments made to the Executive under this Agreement, or otherwise, are subject to compliance with 12 U.S.C.
1828 and FDIC Regulation 12 CFR Part 359, Golden Parachute Indemnification Payments, and any other regulations or guidance promulgated thereunder.
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8.12
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Consultation with Counsel and
Interpretation of this Agreement. The Executive has had the assistance of counsel of the Executive’s choosing in the negotiation of this Agreement or the
Executive has chosen not to have the assistance of counsel. Employer and Executive, having participated in the negotiation and drafting of this Agreement, hereby agree that there will not be strict interpretation against either party in
any review of this Agreement in which interpretation of the Agreement is an issue.
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8.13
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Counterparts/Facsimile/Digital
Signature and Transmission. This Agreement may be executed, including by digital signature, in a number of counterparts and by different parties hereto in separate counterparts, including by facsimile or digital transmission, each
of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.
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[Signature page to follow]
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in witness Whereof, the parties have executed this Employment Agreement as of the date first written above.
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BALLSTON SPA BANCORP, INC.
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By: /s/ Richard Sleasman
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Name: Richard Sleasman
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Title: Board Chair
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BALLSTON SPA NATIONAL BANK
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By: /s/ Richard Sleasman
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Name: Richard Sleasman
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Title: Board Chair
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EXECUTIVE
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| /s/ Christopher R. Dowd |
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Christopher R. Dowd
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16
EXHIBIT 10.2
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this “Agreement”) is dated this 1st day of
April, 2026, to be effective as of the Effective Date as defined in Section 8.14 below, by and among Ballston Spa Bancorp, Inc., a New York corporation, Ballston Spa National Bank (the “Bank”), a national bank and a wholly owned subsidiary of Ballston Spa Bancorp, Inc., and John A. Balli (the “Executive”). Ballston Spa Bancorp, Inc. and the Bank are sometimes referred to in this Agreement individually or together as the “Employer.”
Whereas, Executive is presently the President and Chief Executive Officer of NBC Bancorp, Inc. (“NBC”)
and National Bank of Coxsackie, a wholly-owned subsidiary of NBC; and
Whereas, Ballston Spa Bancorp, Inc. and NBC have executed and delivered an Agreement and Plan of Merger, dated as of September 23, 2025 (the “Merger Agreement”), pursuant to which NBC will merge with and into Ballston Spa Bancorp, Inc., with Ballston Spa Bancorp, Inc. as the surviving entity (the “Merger”); and
Whereas, in connection with the Merger Agreement, the parties desire to enter into this Agreement in order to induce Executive to accept employment with, and to provide further incentive for Executive to
achieve the financial and performance objectives of Ballston Spa Bancorp, Inc.; and
Whereas, the Executive desires to be employed by the Employer and to enter into this Agreement with Ballston Spa Bancorp, Inc.; and
WHEREAS, references in this Agreement to Internal Revenue Code Section 409A include rules, regulations, and guidance of general
application issued by the Department of the Treasury under Section 409A (hereinafter collectively referred to as “Code Section 409A”).
NOW THEREFORE, in consideration of these premises, the mutual covenants contained herein, and other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows.
ARTICLE 1 EMPLOYMENT
1.1 Employment. (a) The Employer hereby employs the Executive
to serve as President of Ballston Spa Bancorp, Inc. and Senior Executive Leader of the Bank on the terms and subject to the conditions of this Agreement. Executive accepts such employment and agrees to perform the duties and responsibilities of
the position, as may be assigned to Executive by the Chief Executive Officer of the Employer and the Executive shall serve under the direction of the Chief Executive Officer of the Employer.
(b) The Executive will serve the Employer faithfully, diligently, competently, and to the best of the Executive’s
ability. The Executive will exclusively devote full working time, energy, and attention to the business of the Employer and to the promotion of the Employer’s interests throughout the term of this Agreement. Without the written consent of the
Employer, the Executive will not render services to or for any person, firm, corporation, or other entity or organization in exchange for
1
compensation, regardless of the form in which the compensation is paid and regardless of whether
it is paid directly or indirectly to the Executive. Nothing in this Section 1.1 prevents the Executive from managing personal investments and affairs, provided that doing so does not interfere with the proper performance of the Executive’s duties
and responsibilities under this Agreement.
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1.2
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Term.
The term of employment is three years, commencing on the effective date first written above. On the first anniversary of the effective date and on each anniversary thereafter, the Executive’s employment shall be extended automatically for
one additional year unless the Employer’s board of directors gives written notice to the Executive that the term will not be extended. The Chief Executive Officer of the Employer shall review the Executive’s performance annually and based
on that review shall make a specific determination whether this Agreement shall be extended at the next anniversary for an additional year, which review and determination shall be completed more than 90 days before the next anniversary of
the effective date. If the Chief Executive Officer of the Employer determines not to extend the term, he shall notify the Executive in writing at least 90 days before the anniversary date. If the Chief Executive Officer of the Employer
decides not to extend the term of employment, this Agreement shall nevertheless remain in force until the employment term expires. The Chief Executive Officer of the Employer’s decision not to extend the term of employment shall not by
itself - give the Executive any rights under this Agreement to claim an adverse change in position, compensation, or circumstances or otherwise to claim entitlement to severance benefits under Articles 4 or 5 of this Agreement. References
herein to the term of employment mean the initial term, as the same may be extended.
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1.3
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Annual
Board Review. The Chief Executive Officer of the Employer shall perform an annual evaluation of the Executive’s performance. The Chief Executive Officer of the Employer and the Executive shall agree upon the goals and objectives
of the Executive and the Bank for the year. Prior to the conclusion of each fiscal year, the Chief Executive Officer of the Employer shall meet with the Executive and review the goals and objectives set previously and determine the
Executive’s success in meeting such goals and objectives. This evaluation shall include but not be limited to the performance bonus criteria set forth in Section 2.2(b) of this Agreement.
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ARTICLE 2 COMPENSATION
2.1 Base
Salary. In consideration of the Executive’s performance of the obligations under this Agreement, the Employer will pay or cause to be paid to the Executive a salary at the annual rate of not less than $350,000, minus any federal, state,
and local income and payroll tax and other withholdings legally required or properly requested by the Executive, in accordance with the Employer’s regular payroll practices and procedures. The Executive’s salary will be reviewed annually with
future annual adjustments no less than the same percentage increase (excluding any salary merit increases) concurrently received by salaried employees generally. Aside from these annual cost-of-living increases, the Executive’s salary may increase
annually pursuant to merit evaluations. However, the Executive’s salary will not be reduced. The Executive’s salary, as the same may be increased from time to time, is referred to in this Agreement as the “Base Salary.” Where necessary to conform to the Bank payroll schedule at the commencement or termination of the Agreement, the Base Salary shall be computed on a per diem basis.
2.2 Benefit
Plans and Perquisites. (a) Plans that are generally
available to officers or employees. The Executive is entitled throughout the term of this Agreement to participate in all
2
officer or employee compensation, bonus, incentive, stock option or other equity-based
compensation, incentive, bonus, or purchase plans, and other benefit plans in effect from time to time, including without limitation plans providing medical, dental, disability, and group life benefits, including the Employer’s 401(k) Plan, and to
receive any and all other fringe benefits provided from time to time, provided that the Executive satisfies the eligibility requirements for the plans or benefits. All benefits within the scope of this paragraph (a) are subject to change or
termination by the Employer without the Executive’s consent.
(b) Performance Bonus.
At the conclusion of each calendar year, the Chief Executive Officer of the Bank will determine if a performance bonus for the Executive is merited. If merited, the Chief Executive Officer of the Employer will determine the appropriate amount of
said bonus, based on the Bank’s Human Resources Policy/Procedure for Executive Compensation (hereinafter “Comp Policy”). The
determination will follow the procedures and criteria set forth in the said Comp Policy under the category “President”. The parties further agree that they will refer to the “Policy”, “Principles” and “Components Of Total Compensation” provisions,
as set forth in the Comp Policy in making bonus determinations. This bonus calculation shall be completed no later than January 15 of the year following the completion of the preceding year. In order to comply with the requirements of Code
Section 409A, it is agreed that the bonus (if any) earned for annual incentive compensation shall be paid no later than (but may be paid earlier in accordance with the Employer’s usual practices) March 15th of the calendar year
immediately following the calendar year in which the fiscal year to which such bonus relates ended.
(c) Reimbursement of
Business Expenses. The Executive shall be entitled to reimbursement by the Bank for reasonable expenses incurred by the Executive in the performances of his duties hereunder, including the cost of business entertainment, travel and
attendance at conventions and meetings. The Executive shall submit reimbursement claims, with appropriate supporting documentation, to the Chief Executive Officer of the Employer within thirty (30) days of the date an expense is incurred and
pursuant to the procedures established by the Board of the Bank. To be reimbursable each expense must be of a nature qualifying it as a proper deduction on the Employer’s income tax returns as a business expense rather than deductible compensation
to the Executive. The records and other documentary evidence submitted by the Executive to the Employer with each request for reimbursement must be in the form required by applicable statutes and regulations issued by appropriate taxing
authorities for the substantiation of expenditures as deductible business expenses of the Employer rather than deductible compensation to the Executive. The Chief Executive Officer of the Employer will consult with the Chair of the Board of
Directors if an expense submission is believed to be unjustified or suspicious.
If any reimbursement or in-kind benefits under this Agreement constitute deferred
compensation under Code Section 409A, the reimbursement or in-kind benefits will be provided in accordance with Code Section 409A. The reimbursement or in-kind benefit payments will not be paid later than the last day of the Executive’s tax year
immediately after the Executive’s tax year in which the expense is incurred, amounts eligible for payment during any one taxable year under this Agreement do not affect eligibility for payment in any other taxable year under this Agreement, the
Executive’s right to the payment is not subject to liquidation or exchange for another benefit, and the Employer’s obligation to make payment does not apply after the Executive’s death.
3
(d) Perquisites.
The Bank shall provide the Executive with a cell phone with a sufficient number of minutes paid by the Bank to enable the Executive to conduct Employer business. The Executive shall not be obligated to reimburse the Bank for any incidental
personal use of the cell phone within the number of minutes paid for by the Bank.
2.3 Vacation. The Executive is
entitled to paid annual vacation and sick leave in accordance with the policies established from time to time by the Employer. The Executive is not entitled to any additional compensation for failure to use allotted vacation or sick leave, nor is
the Executive entitled to accumulate unused vacation or sick leave from one year to the next unless authorized to do so.
2.4 Indemnification and Insurance.
(a) Indemnification. Ballston Spa Bancorp, Inc. shall indemnify the Executive or cause the Executive to be indemnified with respect to his
activities as a director, officer, employee, or agent of Ballston Spa Bancorp, Inc. or as a person who is serving or has served at the request of Ballston Spa Bancorp, Inc. (a “representative”) as a director, officer, employee, agent, or trustee of an affiliated corporation, joint venture trust or other enterprise, domestic or foreign, in which Ballston Spa Bancorp, Inc. has a
direct or indirect ownership interest against expenses (including without limitation attorneys’ fees, judgments, fines, and amounts paid in settlement) actually and reasonably incurred by him (“Expenses”) in connection with any claim against the Executive that is the subject of any threatened, pending, or completed action, suit, or other type of proceeding, whether civil, criminal,
administrative, investigative, or otherwise and whether formal or informal (a “Proceeding”), to which the Executive was, is, or is
threatened to be made a party by reason of the Executive being or having been such a director, officer, employee, agent, or representative.
The indemnification provided herein shall not be exclusive of any other indemnification or right to which the
Executive may be entitled and shall continue after the Executive has ceased to occupy a position as an officer, director, employee, agent or representative with respect to Proceedings relating to or arising out of the Executive’s acts or omissions
during his service in such position. The indemnification provided to the Executive under this Agreement for the Executive’s service as a representative shall be payable if and only if and only to the extent that reimbursement to the Executive by the
affiliated entity with which the Executive has served as a representative, whether pursuant to agreement, applicable law, articles of incorporation or association, by-laws or regulations of the entity, or insurance maintained by such affiliated
entity, is insufficient to compensate the Executive for Expenses actually incurred and otherwise payable by the Employer under this Agreement. Any payments for such Expenses in fact made to or on behalf of the Executive directly or indirectly by the
affiliated entity with which the Executive served as a representative shall reduce the obligation of the Employer hereunder.
(b) Exclusions. Anything herein to the contrary
notwithstanding, however, nothing in this Section 2.4 requires indemnification, reimbursement, or payment by Ballston Spa Bancorp, Inc., and the Executive shall not be entitled to demand indemnification, reimbursement, or payment –
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(1)
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if and to the extent indemnification, reimbursement, or payment constitutes a “prohibited
indemnification payment” within the meaning of Federal Deposit Insurance Corporation Rule 359.1(l)(1) [12 CFR 359.1(l)(1)], or
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(2)
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for any claim or any part thereof as to which the Executive shall have been determined by a court of
competent jurisdiction, from which no appeal is or can be taken, by clear and convincing evidence, to have acted with deliberate intent to cause injury to Ballston Spa Bancorp, Inc. or with reckless disregard for the best interests of
Ballston Spa Bancorp, Inc., or
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(3)
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for any claim or any part thereof arising under Section 16(b) of the Securities Exchange Act of 1934 as
a result of which the Executive is required to pay any penalty, fine, settlement, or judgment, or
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(4)
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for any obligation of the Executive based upon or attributable to the Executive gaining in fact any
personal gain, profit, or advantage to which he was not entitled, or
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(5)
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any proceeding initiated by the Executive without the consent or authorization of the Chief Executive
Officer of the Employer, but this exclusion shall not apply with respect to any claims brought by the Executive (a) to enforce his rights under this Agreement, or (b) in any Proceeding initiated by another person or entity whether or not
such claims were brought by the Executive against a person or entity who was otherwise a party to such proceeding.
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(c) Insurance. The Employer shall maintain or cause
to be maintained fidelity and directors & officers’ liability insurance covering the Executive throughout the term of this Agreement.
ARTICLE 3 EMPLOYMENT TERMINATION
3.1 Termination
Because of Death or Disability. (a) Death. The Executive’s employment will terminate automatically at the Executive’s death. If
the Executive dies in active service to the Employer, the Executive’s estate will receive any sums due to the Executive as Base Salary and reimbursement of expenses through the end of the month in which death occurred, any bonus earned or accrued
through the date of death, including any unvested amounts awarded for previous years, and for three months after the Executive’s death the Employer will provide without cost to the Executive’s family continuing health care coverage under COBRA
substantially identical to that provided for the Executive before death.
(b) Disability.
This Agreement and the Executive’s employment hereunder will terminate if the Executive becomes disabled. If the Executive’s employment terminates because of disability, the Executive will be entitled to Base Salary through the date on which
termination becomes effective, benefits under Employer disability plans in which the Executive is a participant, reimbursement of expenses through the date on which termination becomes effective, and any incentive bonus compensation earned but
unpaid for the previous year. Termination of the Executive because of disability will not prejudice any benefits payable to the Executive or to the Executive’s spouse or beneficiaries that are fully vested as of the date of termination. The
Executive will be deemed to be disabled if an independent physician selected by the Employer determines that, because of illness or accident, the Executive is unable to perform the essential functions of the Executive’s
5
job, with or without a reasonable accommodation, and will be unable to perform the essential job functions for a
period of 90 consecutive days. The Executive will not be deemed to be disabled, however, if the Executive returns to work full time with the Employer within 30 days after the Employer gives to the Executive notice of termination due to disability.
3.2 Involuntary
Termination by the Employer. (a) With cause. The Chief Executive Officer of the Employer. may terminate the Executive’s employment
with Cause. If the Executive’s employment terminates with Cause, the Executive will receive the Base Salary through the date on which termination becomes effective and reimbursement of expenses to which the Executive is entitled when termination
becomes effective. The Executive will not be deemed to have been terminated with Cause under this Agreement unless and until there is written notice delivered to the Executive which (x) contains findings that in the Chief Executive Officer of the Employer’s good faith opinion the Executive has committed an act constituting Cause, and (y) specifies the particulars thereof. If the Chief Executive Officer of the Employer terminates the Executive involuntarily with Cause, the Executive’s employment with the Bank will terminate
with Cause at the same time. For purposes of this Agreement “Cause” means any of the following –
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(1)
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an intentional act of fraud, embezzlement, personal dishonesty, or theft by the Executive in the course of
employment with the Employer. For purposes of this Agreement, no act or failure to act on the part of the Executive will be deemed to have been intentional if it was due primarily to an error in judgment or negligence. An act or failure
to act on the Executive’s part will be considered 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 best interests of the Employer, or
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(2)
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intentional violation by the Executive of any law or significant policy of the Employer, which in the
Employer’s sole judgment has an adverse effect on the Employer, or
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(3)
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the Executive’s gross negligence or gross neglect of duties as an officer of the Employer, or
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(4)
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intentional wrongful damage by the Executive to the business or property of the Employer, including without
limitation the reputation of the Employer, which in the Employer’s sole judgment causes material harm to the Employer, or
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(5)
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a breach by the Executive of fiduciary duties owed to the Employer and its stockholders, in either case
whether in the Executive’s capacity as an officer or as a director of the Employer, or
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(6)
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removal of the Executive from office or permanent prohibition of the Executive from participating in the
Bank’s affairs by an order issued under Section 8(e)(4) or (g)(l) of the Federal Deposit Insurance Act, 12 U.S.C. l818(e)(4) or (g)(1).
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(b) Without cause.
The Employer may terminate the Executive’s employment without Cause. If either Ballston Spa Bancorp, Inc. or the Bank terminates the Executive, the Executive’s employment with the other will terminate at the same time.
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3.3 Voluntary
Termination by the Executive. (a) Without good reason. If the Executive terminates employment voluntarily but without Good Reason,
the Executive will receive the Base Salary and expense reimbursement to which the Executive is entitled through the date on which termination becomes effective and any other benefits to which the Executive may be entitled under the Employer’s
benefit plans and policies. If the Executive’s employment with either of Ballston Spa Bancorp, Inc. or the Bank terminates voluntarily but without Good Reason, the Executive’s employment with the other will terminate voluntarily but without Good
Reason at the same time.
(b) With good reason.
With advance written notice to the Employer as provided in clause (y) below, the Executive may terminate employment with Good Reason. If the
Executive’s employment with either of Ballston Spa Bancorp, Inc. or the Bank terminates voluntarily but with Good Reason, the Executive’s employment with the other will terminate at the same time. For purposes of this Agreement, a voluntary
termination by the Executive will be considered a voluntary termination with Good Reason if the conditions of the safe-harbor definition of good reason contained in Code Section 409A are satisfied, as the same may be amended from time to time. For
purposes of clarification and without intending to affect the foregoing reference to Code Section 409A for the definition of Good Reason, as of the effective date of this Agreement the safe-harbor definition of separation from service for good
reason in Rule 1.409A-1(n)(2)(ii) provides that a termination would be a voluntary termination with Good Reason if the conditions stated in both clauses (x) and (y) are satisfied
(x) a voluntary termination 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, and the term Good Reason means the occurrence of any of the following without the Executive’s advance written consent –
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(1)
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a material diminution of the Executive’s Base Salary,
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(2)
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a material diminution of the Executive’s authority, duties, or responsibilities,
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(3)
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a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Executive
is required to report, including a requirement that the Executive report to a corporate officer or employee instead of reporting directly to the Chief Executive Officer of the Employer,
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(4)
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a material diminution in the budget over which the Executive retains authority,
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(5)
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a material change in the geographic location at which the Executive must perform services for the Employer,
or
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(6)
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any other action or inaction that constitutes a material breach by the Employer of this Agreement.
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(y) the Executive must give notice to the Employer 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 Employer will have 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 occurrence of the event constituting “Good Reason” and Employer must have been allowed the full opportunity to cure, as set forth above.
ARTICLE 4 SEVERANCE COMPENSATION
4.1 Involuntary
Termination without Cause and Voluntary Termination with Good Reason. (a) Subject to the possibility that cash severance after employment termination might be delayed under Section 4.1(b), if the Executive’s employment terminates
involuntarily but without Cause or if the Executive voluntarily terminates employment with Good Reason, on the day of employment termination Ballston Spa Bancorp, Inc. will pay to the Executive in a single lump sum cash in an amount equal to the
Executive’s Base Salary for the remaining term of the Agreement, without discount for the time value of money. Ballston Spa Bancorp, Inc. and the Executive acknowledge and agree that the benefit under this Section 4.1 is not payable if benefits
are payable or have been paid to the Executive under Article 5 of this Agreement.
(b) To the maximum extent permitted under Code Section 409A, the severance benefits payable under this Agreement are
intended to comply with the “short-term deferral exception” under Treasury Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treasury Reg. §1.409A-1(b)(9)(iii). Any amount not so
qualifying shall be treated as deferred compensation subject to the provisions of Code Section 409A. If when employment termination occurs the Executive is a specified employee within the meaning of Code Section 409A, and if the cash severance
payment under Section 4.1(a) would be considered deferred compensation under Code Section 409A, and finally if an exemption from the six-month delay requirement of Code Section 409A(a)(2)(B)(i) is not available, the Executive’s cash severance
payment under Section 4.1(a) will be paid to the Executive in a single lump sum on the first day of the seventh month after the month in which the Executive’s employment terminates.
4.2 Post-Termination
Insurance and Medical Coverage. If the Executive’s employment terminates involuntarily but without Cause or voluntarily but with Good Reason, Ballston Spa Bancorp, Inc. shall continue or cause to be continued at the Employer’s expense
life, health, dental, and disability insurance benefits in effect during the two years preceding the date of the Executive’s termination. Unless the Executive receives cash severance benefits under Section 5.1, the life, health, dental, and
disability insurance benefits shall continue until the first to occur of (a) the Executive’s return to employment with another employer, or (b) the end of the term remaining under this Agreement at the time of the Executive’s termination. If the
Executive receives the cash severance payment under Section 5.1 of this Agreement at employment termination, the continuation of insurance benefits and coverages provided by Section 4.2 will continue for three years after the Executive's employment
termination or until the Executive becomes employed by another employer, whichever occurs first.
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Beginning with the first payroll period after the first day of the seventh month after the
month in which the Executive’s employment terminates, the Employer will pay to the Executive a monthly cash amount equal to the monthly premium amount the Employer would have paid for the Executive’s medical and dental coverage reimbursement under
this Section 4.2 had the Executive remained actively employed, less any applicable tax withholdings (each such payment, an “Employer Payment”).
The first Employer Payment will include the amount that the Executive would have received in the six-month period after the date of employment termination had the Executive otherwise received the Employer Payments during the six-month period. Any
benefit provided by the Employer in accordance with the preceding sentences after employment termination will not count toward the medical and dental plan's obligation to provide continuation coverage under Title X of the Consolidated Omnibus Budget
Reconciliation Act of 1985 (“COBRA”) [Pub. L. 99-272, 100 Stat. 82] or any applicable provision of the Employer’s health plans that provide
for continuing coverage for the Executive, and the last day of the post-termination period in which the Executive is entitled to the benefit under this Section 4.2 will be deemed to be the date of the Executive’s “qualifying event” for purposes of
COBRA.
ARTICLE 5 CHANGE IN CONTROL
5.1 Change
in Control. If a Change in Control occurs during the term of this Agreement and if within 24 months thereafter the Executive is involuntarily terminated without Cause or the Executive terminates employment voluntarily but with Good
Reason, Ballston Spa Bancorp, Inc. will make or cause to be made a lump-sum payment to the Executive in an amount in cash equal to the Executive’s annual compensation multiplied by three. For this purpose, annual compensation means (x) the Executive’s Base Salary on the date of the Change in Control or on the date of the Executive’s employment termination (whichever is greater)
plus (y) any cash bonus or cash incentive compensation earned for the calendar year ended immediately before the year in which the Change in
Control occurred or for the calendar year ended immediately before the year in which employment termination occurred (whichever is greater), regardless of when the bonus or incentive compensation earned for the preceding calendar year is paid and
regardless of whether all or part of the bonus or incentive compensation is subject to elective deferral or vesting. Annual compensation will be calculated without regard to any deferrals under qualified or nonqualified plans, but annual
compensation does not include interest or other earnings credited to the Executive under qualified or nonqualified plans and annual compensation does not include any compensation earned in the Executive’s capacity as a director. The amount payable
to the Executive hereunder will not be reduced to account for the time value of money or discounted to present value. The payment required under this Section 5.1 is payable on the day of the Executive’s employment termination. If the Executive
receives payment under this Section 5.1, the Executive is not entitled to any cash severance benefits under Section 4.1 of this Agreement after employment termination.
If under the terms of the applicable policy or policies for the insurance benefits
specified in Section 4.2 it is not possible to continue the Executive’s coverage, Ballston Spa Bancorp, Inc. shall pay or cause to be paid to the Executive in a single lump sum an amount in cash equal to the present value of Ballston Spa Bancorp,
Inc.’s projected cost to maintain that particular insurance benefit had the Executive’s employment not terminated, assuming continued coverage for 36 months. The lump sum payment shall be made 30 days after employment termination or, if a six-month
delay is required
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by Code Section 409A, on the first day of the seventh month after the month in which the
Executive’s employment terminates.
5.2 Change
in Control Defined. For purposes of this Agreement the term “Change in Control” means a change in control of Ballston Spa
Bancorp, Inc. as defined in Code Section 409A and implementing regulations, as the same may be amended from time to time. For purposes of clarification and without intending to affect the foregoing reference to Code Section 409A for the definition
of Change in Control, as of the effective date of this Agreement a Change in Control as defined in Rule 1.409A-3(i)(5) would be as follows –
(a) Change in ownership: a change in ownership of
Ballston Spa Bancorp, Inc. occurs on the date any one person or group accumulates ownership of Ballston Spa Bancorp, Inc. stock constituting more than 50% of the total fair market value or total voting power of Ballston Spa Bancorp, Inc. stock, or
(b) Change in effective control: (x) any one person or more than one person acting as a group acquires within a 12-month period ownership of Ballston Spa Bancorp, Inc. stock
possessing 30% or more of the total voting power of Ballston Spa Bancorp, Inc. stock, or (y) a majority of Ballston Spa Bancorp, Inc.’s board of
directors is replaced during any 12-month period by directors whose appointment or election is not endorsed in advance by a majority of Ballston Spa Bancorp, Inc.’s board of directors, or
(c) Change in ownership of a substantial portion of assets:
a change in ownership of a substantial portion of Ballston Spa Bancorp, Inc. occurs if in a 12-month period any one person or more than one person acting as a group acquires from Ballston Spa Bancorp, Inc. assets having a total gross fair market
value equal to or exceeding 40% of the total gross fair market value of all of Ballston Spa Bancorp, Inc.’s assets immediately before the acquisition or acquisitions. For this purpose, gross fair market value means the value of Ballston Spa
Bancorp, Inc.’s assets, or the value of the assets being disposed of, determined without regard to any liabilities associated with the assets.
(d) Notwithstanding the foregoing, for purposes of this Agreement, the definition of Change in Control shall not include the following: (i) a merger by and
between Ballston Spa Bancorp, Inc. and NBC, in which NBC will merge with and into Ballston Spa Bancorp, Inc. with Ballston Spa Bancorp, Inc. as the surviving entity, or (ii) a merger by and between Ballston Spa National Bank and National Bank of
Coxsackie, a wholly-owned subsidiary of NBC, with Ballston Spa National Bank as the surviving entity, each pursuant to an Agreement and Plan of Merger entered into by and between Ballston Spa Bancorp, Inc. and NBC dated as of September 23, 2025.
5.3 Tax Matters. In the
event the receipt of all payments or distributions in the nature of compensation (within the meaning of Code Section 280G(b)(2)), whether paid or payable pursuant to the Agreement or otherwise (the “Change in Control Benefits”) would subject the Executive to an excise tax imposed by Code Sections 280G and 4999, then the payments and/or benefits payable under this Agreement (the “Payments”) shall be reduced by the minimum amount necessary so that no portion of the Payments under this Agreement are non-deductible to the
Employer pursuant to Code Section 280G and subject to the excise tax imposed under Code Section 4999 of the Code (the “Reduced Amount”).
Notwithstanding the foregoing, the Payments shall not be reduced if it is
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determined that without such reduction, the Change in Control Benefits received by Executive on a net after-tax basis
(including without limitation, any excise taxes payable under Code Section 4999) is greater than the Change in Control Benefits that Executive would receive, on a net after-tax benefit, if Executive is paid the Reduced Amount under the Agreement. If
it is determined by a qualified independent third-party that the Payments should be reduced since Executive would not have a greater net after-tax amount of aggregate Payments, the Bank shall promptly give Executive notice to that effect and a copy
of the detailed calculations thereof. All determinations made under this Section 5.3 shall be binding upon Executive and shall be made as soon as reasonably practicable and in no event later than ten (10) days prior to the date of termination.
ARTICLE 6 CONFIDENTIALITY AND CREATIVE WORK
6.1 Non-disclosure.
The Executive covenants and agrees not to reveal to any person, firm, or corporation any confidential information of any nature concerning the Employer or its business, or anything connected therewith. As used in this Article 6, the term “confidential information” means all of the Employer’s and affiliates’ confidential and proprietary information and trade secrets in existence
on the date hereof or existing at any time during the term of this Agreement, including but not limited to –
(a) the whole or any portion or phase of any business plans, financial information, purchasing data, supplier data, accounting data, or other financial
information,
(b) the whole or any portion or phase of any research and development information, design procedures, algorithms or processes, or other technical information,
(c) the whole or any portion or phase of any marketing or sales information, sales records, customer lists, prices, sales projections, or other sales
information, and
(d) trade secrets, as defined from time to time by the laws of the State of New York.
However, confidential information excludes information that – as of the date hereof or at
any time after the date hereof – is published or disseminated without obligation of confidence or that becomes a part of the public domain (x) by
or through action of the Employer, or (y) otherwise than by or at the direction of the Executive. This Section 6.1 does not prohibit disclosure
required by an order of a court having jurisdiction or a subpoena from an appropriate governmental agency or disclosure made by the Executive in the ordinary course of business and within the scope of the Executive’s authority.
6.2 Return of Materials. The
Executive agrees to deliver or return to the Employer upon termination, upon expiration of this Agreement, or as soon thereafter as possible, all written information and any other similar items furnished by the Employer or prepared by the Executive
in connection with the Executive’s services hereunder. The Executive will retain no copies thereof after termination of this Agreement or termination of the Executive’s employment.
6.3 Creative Work. The Executive
agrees that all creative work and work product, including but not limited to all technology, business management tools, processes, software, patents, trademarks, and copyrights developed by the Executive during the term of this Agreement and in the
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course and scope of the Executive’s duties hereunder, regardless of when or where such work or work product was
produced, constitutes work made for hire, all rights of which are owned by the Employer. The Executive hereby assigns to the Employer all rights, title, and interest, whether by way of copyrights, trade secret, trademark, patent, or otherwise, in all
such work or work product, regardless of whether the same is subject to protection by patent, trademark, or copyright laws.
6.4 Injunctive Relief. The
Executive acknowledges that it is impossible to measure in money the damages that will be suffered by the Employer if the Executive fails to observe the obligations imposed by this Article 6. Accordingly, if the Employer institutes an action to
enforce the provisions hereof, the Executive hereby waives the claim or defense that an adequate remedy at law is available to the Employer and the Executive agrees not to urge in any such action the claim or defense that an adequate remedy at law
exists.
6.5 Affiliates’ Confidential
Information is Covered; Confidentiality Obligation Survives Termination. For purposes of this Agreement the term “affiliate” includes Ballston Spa
Bancorp, Inc., the Bank, and any entity that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with Ballston Spa Bancorp, Inc. or the Bank. The rights and obligations set forth in this Article 6 survive termination of this Agreement.
ARTICLE 7 POST-EMPLOYMENT RESTRICTIONS
7.1 Restrictions
on the Executive’s Post-Employment Activities. The restrictions in this Article 7 have been negotiated, presented to, and accepted by the Executive
contemporaneous with the offer and acceptance by the Executive of this Agreement. The Employer’s decision to enter into this Agreement is conditioned upon the Executive’s agreement to be bound by the restrictions contained in this Article 7.
(a) Promise of no solicitation. The Executive promises
and agrees that during the Restricted Period (as defined below) and in the Restricted Territory (as defined below) the Executive will1:
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(1)
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not directly
or indirectly solicit or attempt to solicit any Customer (as defined below) to accept or purchase Financial Products or Services (as defined below) of the same nature, kind, or variety as provided to the Customer by the Employer during the
one year immediately before the Executive’s employment termination with the Employer,
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(2)
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not
directly or indirectly influence or attempt to influence any Customer, joint venturer, or other business partner of the Employer to
alter that person or entity’s business relationship with the Employer in any respect, and
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1 For example, the promise of no solicitation applies if the
Executive is conducting prohibited business in the Restricted Territory or if the entity with, for, or to whom the Executive is conducting prohibited business
is located within the Restricted Territory.
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(3)
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not accept
the Financial Products or Services business of any Customer or provide Financial Products or Services to any Customer on behalf of
anyone other than the Employer.
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(b) Promise of no competition. The Executive promises and agrees that during
the Restricted Period in the Restricted Territory the Executive will not engage, undertake, or participate in the business of providing,
selling, marketing, or distributing Financial Products or Services of a similar nature, kind, or variety (x) as offered by the Employer to
Customers during the one year immediately before the Executive’s employment termination with the Employer, or (y) as offered by the Employer to
any of its Customers during the Restricted Period.2 Subject to the above provisions and conditions of this subparagraph (b), the Executive promises that during the Restricted Period the Executive will not become employed by or serve as a director, partner, consultant, agent, or owner of 5% or more of the outstanding stock of or contractor to any entity providing these
prohibited Financial Products or Services that is located in or conducts business in the Restricted Territory.
(c) Promise of no raiding/hiring. The Executive
promises and agrees that during the Restricted Period the Executive will not solicit or attempt to solicit and will not encourage or induce in any way any employee, joint venturer, or business partner of the Employer to terminate an employment or contractual relationship with the
Employer. The Executive agrees that the Executive will not hire any person employed by the Employer during the one-year period before the
Executive’s employment termination with the Employer or any person employed by the Employer during the Restricted Period.
(d) Promise of no disparagement. The Executive
promises and agrees that during the Restricted Period the Executive will not cause statements to be made (whether written or oral) that reflect
negatively on the business reputation of the Employer. The Employer likewise promises and agrees that during the Restricted Period the Employer will not
cause statements to be made (whether written or oral) that reflect negatively on the reputation of the Executive.
(e) Acknowledgment. The Executive and the Employer
acknowledge and agree that the provisions of this Article 7 have been negotiated and have been determined by the Executive and by the Employer to be reasonable and necessary for the protection of legitimate business interests of the Employer. Both
parties agree that a violation of Article 7 is likely to cause immediate and irreparable harm that will give rise to the need for court ordered injunctive relief. If there is a breach or threatened breach by the Executive of any provision of this
Article 7, the Employer, including its successors and assigns, is entitled to obtain an injunction without bond restraining the Executive from violating the terms of this Article 7 and to institute an action against the Executive to recover damages
from the Executive for the breach, including the right to require the Executive to account for and pay over to the Bank all compensation, profits, monies, accruals, increments and other benefits derived or received by the Executive as a result of
any breach of Article 7. These remedies for default or breach are in addition to any other remedy or form of redress provided under New York law. The parties acknowledge that the provisions of this Article 7 survive termination of the employment
relationship and are enforceable by the Employer’s successors and assigns. The parties
2 For example, the promise of no competition applies if the
Executive is conducting prohibited business in the Restricted Territory or if the entity with, for, or to whom the Executive is conducting prohibited business
is located within the Restricted Territory.
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agree that if any of the provisions of this Article 7 are deemed unenforceable by a court of competent
jurisdiction, the unenforceable provisions may be stricken as independent clauses by the court in order to enforce the remaining territory restrictions and that the intent of the parties is to afford the broadest restriction on post-employment
activities as set forth in this Agreement.
(f) Definitions:
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(1)
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“Restricted Period,” as used herein, means: (i) for purposes of Sections 7.1(a), 7.1(c) and 7.1(d), the
three-year period immediately after the Executive’s termination and/or separation of employment with the Employer, regardless of the reason for termination and/or separation and regardless of whether the term of this Agreement has expired
before the Executive’s employment termination, and (ii) for purposes of Section 7.1(b) the one-year period immediately after the Executive’s termination and/or separation of employment with the Employer, regardless of the reason for
termination and/or separation and regardless of whether the term of this Agreement has expired before the Executive’s employment termination. The Restricted Period will be extended in an amount equal to any time period during which a
violation of Article 7 is proven.
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(2)
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“Restricted Territory,” as used herein, means the counties of Albany, Rensselaer, Saratoga and Schenectady,
New York.
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(3)
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“Customer,” as used herein, means any individual, joint venturer, entity of any sort, or other business
partner of the Employer with, for, or to whom the Employer has provided Financial Products or Services during the last year of the Executive’s employment with the Employer, or any individual, joint venturer, entity of any sort, or business
partner whom the Employer has identified as a prospective customer of Financial Products or Services within the last year of the Executive’s employment with the Employer.
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(4)
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“Financial Products or Services,” as used herein, means any product or service that a financial institution
or a financial holding company could offer by engaging in any activity that is financial in nature or incidental to such a financial activity under Section 4(k) of the Bank Holding Company Act of 1956 and that is offered by the Employer or
an affiliate on the date of the Executive’s employment termination, including but not limited to banking activities and activities that are closely related and a proper incident to banking, or other products or services of the type of which
the Executive was involved during the Executive’s employment with the Employer.
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7.2 Application
of Article 7 Void after a Change in Control. The post-employment restrictions of this Article 7 are void and of no further force or effect after a Change in Control.
ARTICLE 8 MISCELLANEOUS
8.1 Successors and Assigns.
(a) This Employment Agreement is Binding on the Employer’s Successors. This Agreement is binding upon the Employer and any successor of the
Employer, including any persons acquiring directly or indirectly all or substantially all of the business or assets of the Employer by purchase, merger, consolidation, reorganization, or otherwise. But this
13
Agreement and the Employer’s obligations under this Agreement are not otherwise assignable, transferable, or delegable by the Employer.
By agreement in form and substance satisfactory to the Executive, the Employer will require any successor to all or substantially all of the business or assets of the Employer expressly to assume and agree to perform this Agreement in the same manner
and to the same extent the Employer would be required to perform had no succession occurred.
(b) This Agreement is enforceable by the Executive’s heirs.
This Agreement inures to the benefit of and is enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, and legatees.
(c) This Agreement is personal and is not assignable.
This Agreement is personal in nature. Without written consent of the other parties, no party may assign, transfer, or delegate this Agreement or any rights or obligations under this Agreement except as expressly provided herein. Without limiting
the generality or effect of the foregoing, the Executive’s right to receive payments hereunder is not assignable or transferable, whether by pledge, creation of a security interest, or otherwise, except for a transfer by the Executive’s will or by
the laws of descent and distribution. If the Executive attempts an assignment or transfer that is contrary to this Section 8.1, the Employer has no liability to pay any amount to the assignee or transferee.
8.2 Governing Law, Jurisdiction, and
Forum. This Agreement will be construed under and governed by the internal laws of the State of New York, without giving effect to any conflict of laws provision or rule (whether of the State of New York or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the State of New York. By entering into this Agreement, the Executive acknowledges that the Executive is subject to the jurisdiction of both the federal and state courts in the
State of New York. Any actions or proceedings instituted under this Agreement may be brought and tried solely in courts located in Albany County, New York or in the federal court of the United States, Northern District of New York. The Executive
expressly waives the right to have any such actions or proceedings brought or tried elsewhere.
8.3 Entire Agreement. This
Agreement sets forth the entire agreement of the parties concerning the employment of the Executive. Any oral or written statements, representations, agreements, or understandings made or entered into prior to or contemporaneously with the
execution of this Agreement are hereby rescinded, revoked, and rendered null and void. .
8.4 Notices. Any notice under
this Agreement will be deemed to have been effectively made or given if in writing and personally delivered, delivered by mail properly addressed in a sealed envelope, postage prepaid by certified mail restricted delivery or registered mail
restricted delivery, return receipt requested, or if delivered by a nationally recognized overnight delivery service, specifying next day delivery, with written verification of receipt confirmed through a signature from someone at the delivery
address. Unless otherwise changed by notice, notice will be properly addressed to the Executive if addressed to the address of the Executive on the books and records of the Employer at the time of the delivery of such notice, and properly
addressed to the Employer if addressed to Ballston Spa National Bank, 87 Front Street, Ballston Spa, New York, 12020, Attention: Corporate Secretary.
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8.5 Severability. If there is a
conflict between any provision of this Agreement and any statute, regulation, or judicial precedent, the latter will prevail, but the affected provisions of this Agreement will be curtailed and limited solely to the extent necessary to bring them
within the requirements of law. If any provision of this Agreement is held by a court of competent jurisdiction to be indefinite, invalid, void or voidable, or otherwise unenforceable, the remainder of this Agreement will continue in full force
and effect unless that would clearly be contrary to the intentions of the parties or would result in an injustice.
8.6 Captions and Counterparts.
The captions in this Agreement are solely for convenience. The captions do not define, limit, or describe the scope or intent of this Agreement. This Agreement may be executed in several counterparts, each of which will be deemed to be an original
but all of which together constitute one and the same instrument.
8.7 No Duty to Mitigate. The
Employer hereby acknowledges that it will be difficult and could be impossible (x) for the Executive to find reasonably comparable employment
after employment termination, and (y) to measure the amount of damages the Executive may suffer as a result of termination. Additionally, the
Employer acknowledges that its general severance pay plans do not provide for mitigation, offset, or reduction of any severance payment received thereunder. The Employer further acknowledges that the payment of severance benefits under this
Agreement is reasonable and constitutes liquidated damages. The Executive is not required to mitigate the amount of any payment provided by this Agreement by seeking other employment. Moreover, the amount of any payment provided by this Agreement
will not be reduced by any compensation earned or benefits provided as the result of employment of the Executive or as a result of the Executive being self-employed after employment termination.
8.8 Amendment and Waiver. This
Agreement may not be amended, released, discharged, abandoned, changed, or modified except by an instrument in writing signed by each of the parties hereto. The failure of any party hereto to enforce at any time any of the provisions of this
Agreement will not be construed to be a waiver of any such provision or affect the validity of this Agreement or any part thereof or the right of any party thereafter to enforce each and every such provision. No waiver or any breach of this
Agreement will be held to be a waiver of any other or subsequent breach.
8.9 Payment of Legal Fees.
Ballston Spa Bancorp, Inc. is aware that after a Change in Control management could cause or attempt to cause Ballston Spa Bancorp, Inc. to refuse to comply with its obligations under this Agreement, or could institute or cause or attempt to cause
Ballston Spa Bancorp, Inc. 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. Accordingly, Ballston Spa Bancorp, Inc. intends that the Executive not be required to incur the expenses associated with the 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. Ballston Spa Bancorp, Inc. intends that the Executive not be forced to negotiate settlement of
rights under this Agreement under threat of incurring expenses. If after a Change in Control occurs it appears to the Executive that (x)
Ballston Spa Bancorp, Inc. has failed to comply with any of its obligations under this Agreement or (y) Ballston Spa Bancorp, Inc. or any other
person
15
has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other
legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, Ballston Spa Bancorp, Inc. hereby irrevocably authorizes the Executive from time to time to retain counsel of
the Executive’s choice, at Ballston Spa Bancorp, Inc.’s expense as provided in this Section 8.9, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against Ballston Spa Bancorp, Inc. or any
director, officer, stockholder, or other person affiliated with Ballston Spa Bancorp, Inc., in any jurisdiction. Despite any existing or previous attorney-client relationship between Ballston Spa Bancorp, Inc. and any counsel chosen by the Executive
under this Section 8.9, Ballston Spa Bancorp, Inc. hereby irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and Ballston Spa Bancorp, Inc. and the Executive agree that a confidential relationship
exists between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the
Executive as provided in this section will be paid or reimbursed to the Executive by Ballston Spa Bancorp, Inc.
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, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and
regardless of whether incurred in trial, bankruptcy, or appellate proceedings. Ballston Spa Bancorp, Inc.’s obligation to pay the Executive’s legal fees under this Section 8.9 operates separately from and in addition to any legal fee reimbursement
obligation the Bank may have with the Executive under any other agreement. Despite anything in this Section 8.9 to the contrary however, Ballston Spa Bancorp, Inc. is not required to pay or reimburse the Executive’s legal expenses if doing so would
violate 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 C.F.R. 359.3].
8.10 Compliance with Internal Revenue
Code Section 409A. (a) Interpretation. The intent of the parties is that payments and benefits under this Agreement comply with
Code Section 409A or comply with an exemption from the application of Code Section 409A and, accordingly, all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code
Section 409A.
(b) Action. Neither the Executive nor the Employer shall take any action to
accelerate or delay the payment of any monies and/or provision of any benefits in any matter which would not be in compliance with Code Section 409A.
(c) Separation from Service. A termination of employment shall not be deemed
to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service”
(within the meaning of Code Section 409A) and, for purposes of any such provision of this Agreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, references to a “termination” or “termination of
employment” or like references shall mean separation from service. A “separation from service” shall not occur under Code Section 409A unless such Executive has completely severed Executive’s relationship with Employer or Executive has permanently
decreased Executive’s services to twenty percent (20%) or less of the average level of bona fide services over the immediately preceding
16
thirty-six (36) month period. A leave of absence shall only trigger a termination of employment that
constitutes a separation from service at the time required under Code Section 409A. If the Executive is deemed on the date of separation from service with the Employer to be a “specified employee,” within the meaning of that term under Code Section
409A(a)(2)(B) and using the identification methodology selected by the Employer from time to time, or if none, the default methodology, then with regard to any payment or benefit that is required to be delayed in compliance with Code Section
409A(a)(2)(B), such payment or benefit shall be paid with interest on the first day of the seventh month measured from the date of the Executive’s separation from service or (ii) the date of the Executive’s death. In the case of benefits required to
be delayed under Code Section 409A, however, the Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six-month delay period and then be reimbursed by the Employer thereafter on the first day of the seventh month
following the date of the Executive’s separation from service or, if earlier, on the date of the Executive’s death. The interest paid on the amount delayed is calculated at the prime rate reported in The Wall Street Journal in effect for the date of the Executive’s termination.
(d) Treatment of Installment Payments. If under this Agreement, an amount
is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment. In the event any payment payable upon termination of employment would be exempt from Code Section 409A under
Treas. Reg. § 1.409A-1(b)(9)(iii) but for the amount of such payment, the determination of the payments to the Executive that are exempt under such provision shall be made by applying the exemption to payments based on chronological order beginning
with the payments paid closest in time on or after such termination of employment.
(e) Payment Period. When, if ever, a payment under this Agreement specifies
a payment period with reference to a number of days (e.g., “payment shall be made within ten (10) days following the date of termination”), the
actual date of payment within the specified period shall be within the sole discretion of the Employer.
8.11 FDIC Part 359 Limitations.
Despite any contrary provision within this Agreement, any payments made to the Executive under this Agreement, or otherwise, are subject to compliance with 12 U.S.C. 1828 and FDIC Regulation 12 CFR Part 359, Golden Parachute Indemnification
Payments, and any other regulations or guidance promulgated thereunder.
8.12 Consultation with Counsel and
Interpretation of this Agreement. The Executive has had the assistance of counsel of the Executive’s choosing in the negotiation of this Agreement or the Executive has chosen not to have the assistance of counsel. Employer and Executive,
having participated in the negotiation and drafting of this Agreement, hereby agree that there will not be strict interpretation against either party in any review of this Agreement in which interpretation of the Agreement is an issue.
8.13 Counterparts/Facsimile/Digital
Signature and Transmission. This Agreement may be executed, including by digital signature, in a number of counterparts and by different parties hereto in separate counterparts, including by facsimile or digital transmission, each of
which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.
17
8.14 Effective Date.
Notwithstanding anything to the contrary contained herein, this Agreement shall be subject to the consummation of the Merger and shall become effective as of the Effective Time as defined in the Merger Agreement (which for purposes of this
Agreement shall be referred to as the “Effective Date”). In the event the Merger Agreement terminates prior to the Effective Date or
Executive is not employed by NBC or National Bank of Coxsackie as of immediately prior to the Effective Date, this Agreement shall automatically terminate and become null and void.
18
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
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EXECUTIVE
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EMPLOYER
Ballston Spa National Bank
/s/ Christopher R. Dowd
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/s/ John A. Balli
John A. Balli
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By: Christopher R. Dowd
Its: Chief Executive Officer
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Ballston Spa Bancorp, Inc.
/s/ Christopher R. Dowd
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By: Christopher R. Dowd
Its: Chief Executive Officer
Ballston Spa National Bank
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19
EXHIBIT 10.3
Change In Control Agreement
This Change in
Control Agreement (this “Agreement”) is dated this 1st day of April 2026, to be effective as of the Effective Date as defined in Section 19 below, by and between Ballston Spa Bancorp, Inc., a New York corporation (“Bancorp”), and
Caitlin McCrea (the “Executive”).
Whereas,
Executive is presently the Senior Vice President and Chief Financial Officer of NBC Bancorp, Inc. (“NBC”) and National Bank of Coxsackie, a wholly-owned subsidiary of NBC; and
Whereas,
Bancorp and NBC have executed and delivered an Agreement and Plan of Merger, dated as of September 23, 2025 (the “Merger Agreement”), pursuant to which NBC will merge with and into Bancorp, with Bancorp as the surviving entity (the “Merger”); and
Whereas,
in connection with the Merger Agreement, the parties desire to enter into this Agreement in order to induce Executive to accept employment with, and to provide further incentive for Executive to achieve the financial and performance objectives of
Bancorp; and
Whereas,
the Executive desires to be employed by Bancorp and Ballston Spa National Bank and to enter into this Agreement with Bancorp.
Now Therefore,
in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows.
1. Termination after a Change in Control. (a) Cash benefit. If the Executive’s employment terminates
involuntarily but without Cause or voluntarily but with Good Reason, in either case within 24 months after a Change in Control, Bancorp shall make a lump-sum payment to the Executive in an amount in cash equal to two (2) times the Executive’s
compensation. For this purpose the Executive’s compensation means (x) the sum of the Executive’s base salary when the Change in Control occurs
or when employment termination occurs, whichever amount is greater, plus (y) the average of the cash bonus and cash incentive compensation
earned for the three calendar years immediately preceding the year in which the Change in Control occurs, regardless of when the bonus or incentive compensation is paid and regardless of whether the bonus or incentive compensation is subject to
elective deferral or vesting. For purposes of the preceding clause (y), if the Executive has been employed by Ballston Spa National Bank (the “Bank”) for less than three full calendar years, the Executive’s cash bonus and cash incentive
compensation average will be determined using the average of the cash bonus and cash incentive compensation that the Executive has received for the calendar years during which the Executive has been employed by the Bank, with any cash bonus and
cash incentive compensation that the Executive receives for a partial calendar year’s employment annualized to reflect a complete year of service. Bancorp recognizes that the bonus and incentive compensation earned by the Executive for a
particular year’s service might be paid in the year after the calendar year in which the bonus or incentive compensation is earned. Unless delay is required under section 1(b), the payment required under this section 1(a) shall be made on the day
that the Executive’s employment terminates. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present
1
value. If the Executive’s employment terminates involuntarily but without Cause before the Change in Control occurs but after discussions regarding the Change
in Control commence, then for purposes of this Agreement the Executive’s employment shall be deemed to have terminated immediately after the Change in Control and the Executive shall be entitled to the cash benefit under this section 1(a) on the date
of the Change in Control.
(b) Payment of the benefit. If when employment termination occurs the
Executive is a specified employee within the meaning of section 409A of the Internal Revenue Code of 1986, as amended, and applicable guidance thereunder (“Code Section 409A”), if the cash severance benefit under section 1(a) would be considered
deferred compensation under Code Section 409A, and finally if an exemption from the six-month delay requirement of Code Section 409A(a)(2)(B)(i) is not available, payment of the benefit under section 1(a) shall be delayed and shall be made to the
Executive in a single lump sum without interest on the first day of the seventh month after the month in which the Executive’s employment terminates.
(c) Change in Control defined. For purposes of this Agreement the term
Change in Control means a change in the ownership of Bancorp, a change in the effective control of Bancorp, or a change in the ownership of a substantial portion of the assets of Bancorp, in each case as provided under Code Section 409A and
Treasury Rule 1.409A-3(i)(5), as the same may be amended from time to time. For purposes of clarification and without intending to affect the foregoing reference to Code Section 409A for the definition of Change in Control, as of the effective date
of this Agreement a Change in Control event as defined in Treasury Rule 1.409A-3(i)(5) would include the following –
| 1) |
Change in ownership: a change in ownership of Bancorp occurs on
the date any one person or group accumulates ownership of Bancorp stock constituting more than 50% of the total fair market value or total voting power of Bancorp stock, or
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| 2) |
Change in effective control: (x) any one person or more than one person acting as a group acquires within a 12-month period ownership of Bancorp stock possessing 30% or more of the total voting
power of Bancorp stock, or (y) a majority of Bancorp’s board of directors is replaced during any 12-month period by directors whose
appointment or election is not endorsed in advance by a majority of Bancorp’s board of directors, or
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| 3) |
Change in ownership of a substantial portion of assets: a change
in ownership of a substantial portion of Bancorp’s assets occurs if in a 12-month period any one person or more than one person acting as a group acquires from Bancorp assets having a total gross fair market value equal to or exceeding 40% of
the total gross fair market value of all of Bancorp’s assets immediately before the acquisition or acquisitions. For this purpose, gross fair market value means the value of Bancorp’s assets, or the value of the assets being disposed of,
determined without regard to any liabilities associated with the assets.
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| 4) |
Notwithstanding the foregoing, for purposes of this Agreement, the definition of Change in Control shall not include the following: (i) a merger by and between Bancorp
and NBC, in which NBC will merge with and into Bancorp, with Bancorp as the surviving entity, or (ii) a merger by and between Ballston Spa
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2
National Bank and National Bank of Coxsackie, a wholly-owned subsidiary of NBC, with Ballston Spa National Bank as the surviving entity,
each pursuant to an Agreement and Plan of Merger entered into by and between Bancorp and NBC dated as of September 23, 2025.
(d) Involuntary termination with Cause defined. For purposes of this
Agreement involuntary termination of the Executive’s employment shall be considered involuntary termination with Cause if the Executive shall have committed any of the following acts –
| 1) |
an act of fraud, embezzlement, or theft while employed by Bancorp or a subsidiary, or
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| 2) |
personal dishonesty in the performance of the Executive’s duties as an officer of Bancorp or a subsidiary, or
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| 3) |
willful or reckless failure by the Executive to adhere to Bancorp’s or subsidiary’s written policies, or
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| 4) |
removal of the Executive from office or permanent prohibition of the Executive from participating in the affairs of Bancorp’s subsidiary bank 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), or
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| 5) |
intentional wrongful disclosure of secret processes or confidential information of Bancorp or affiliates, which in Bancorp’s sole judgment causes material harm to
Bancorp or affiliates, or
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| 6) |
any actions that have caused the Executive to be terminated with cause under any employment agreement existing on the date hereof or hereafter entered into between the
Executive and Bancorp or a subsidiary, or
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| 7) |
the 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
Bancorp or affiliates, under a blanket bond or other fidelity or insurance policy covering directors, officers, or employees.
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For purposes of this Agreement no act or failure to act on the Executive’s part shall be deemed to have been intentional if it was due
primarily to an error in judgment or negligence. An act or failure to act on the Executive’s part shall be considered 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 Bancorp’s
best interests. Any act or failure to act based upon authority granted by resolutions duly adopted by the board of directors or based upon the advice of counsel for Bancorp shall be conclusively presumed to be in good faith and in Bancorp’s best
interests. For purposes of this Agreement the term subsidiary means any entity in which Bancorp directly or indirectly beneficially owns 50% or more of the outstanding voting securities.
(e) Voluntary termination with Good Reason defined. For purposes of this
Agreement, a voluntary termination by the Executive shall be considered a voluntary termination
3
with Good Reason if the conditions of the safe-harbor definition of good reason contained in Code Section 409A are satisfied, as the same may be amended from
time to time. For purposes of clarification and without intending to affect the foregoing reference to Code Section 409A for the definition of Good Reason, as of the effective date of this Agreement the safe-harbor definition of separation from
service for good reason in Rule 1.409A-1(n)(2)(ii) provides that a termination would be a voluntary termination with Good Reason if the conditions stated in both clauses (x) and (y) are satisfied –
(x) a voluntary termination by the Executive shall be considered a voluntary termination with Good Reason if any of the following occur without the Executive’s advance written consent, and the term Good Reason shall mean the
occurrence of any of the following without the Executive’s advance written consent –
1) a material diminution of the Executive’s base salary,
| 2) |
a material diminution of the Executive’s authority, duties, or responsibilities,
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| 3) |
a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Executive is required to report,
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| 4) |
a material diminution in the budget over which the Executive retains authority,
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| 5) |
a material change in the geographic location at which the Executive must perform services, or
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| 6) |
any other action or inaction that constitutes a material breach by Bancorp of this Agreement.
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(y) the Executive must give notice to Bancorp 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 Bancorp shall have 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.
2. Insurance and Miscellaneous Benefits. (a) Benefits. Subject to section 2(b), if the Executive’s
employment terminates involuntarily but without Cause or voluntarily but for Good Reason within 24 months after a Change in Control, Bancorp shall also (x) cause the Executive to become fully vested in any non-qualified plans, programs, or arrangements in which the Executive participated if the plan, program, or arrangement does not address the effect of a change in control and (y) continue or cause to be continued life, health, dental and disability insurance coverage substantially identical to the coverage maintained for
the Executive before termination and in accordance with the same schedule prevailing before employment termination. The insurance coverage may cease when the Executive becomes employed by another employer or 18 months after the Executive’s
termination, whichever occurs first.
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(b) Alternative lump-sum cash payment. If (x) under the terms of the applicable policy or policies for the insurance benefits specified in section 2(a) it is not possible to continue the Executive’s coverage, or (y) if when employment termination occurs the Executive is a specified employee within the meaning of Code Section 409A, if any of the continued
insurance coverage benefits specified in section 2(a) would be considered deferred compensation under Code Section 409A, and finally if an exemption from the six-month delay requirement of Code Section 409A(a)(2)(B)(i) is not available for that
insurance benefit, instead of continued insurance coverage under section 2(a) Bancorp shall pay or cause to be paid to the Executive in a single lump sum an amount in cash equal to the present value of Bancorp’s projected cost to maintain that
particular insurance benefit had the Executive’s employment not terminated, assuming continued coverage for 18 months. The lump-sum payment shall be made 30 days after employment termination or, if a six-month delay is required by Code Section
409A, on the first day of the seventh month after the month in which the Executive’s employment terminates.
3. Termination for Which No Benefits Are Payable. Despite anything in this Agreement to the contrary, the Executive shall be entitled to no benefits under this Agreement if the Executive’s employment
terminates with Cause, if the Executive dies while actively employed by Bancorp or a subsidiary, or if the Executive becomes totally disabled while actively employed by Bancorp or a subsidiary. For purposes of this Agreement, the term totally
disabled means that because of injury or sickness the Executive is unable to perform the Executive’s duties. The benefits, if any, payable to the Executive or the Executive’s beneficiary or estate relating to the Executive’s death or disability
shall be determined solely by such benefit plans or arrangements as the Bank may have with the Executive relating to death or disability, not by this Agreement.
4. Term of Agreement. The initial term of this Agreement shall be for a period of 18 months, commencing on the effective date. On the first anniversary of the effective date of this Agreement and on each
anniversary thereafter, this Agreement shall be extended automatically for one additional year, unless Bancorp’s board of directors gives notice to the Executive in writing at least 90 days before the anniversary that the term of this Agreement
will not be extended. If the board of directors determines not to extend the term, it shall promptly notify the Executive. References herein to the term of this Agreement mean the initial term and extensions of the initial term. If the board of
directors decides not to extend the term of this Agreement, this Agreement shall nevertheless remain in force until its term expires.
5. This Agreement Is Not an Employment Contract. The parties hereto acknowledge and agree that (x) this
Agreement is not a management or employment agreement and (y) nothing in this Agreement shall give the Executive any rights or impose any
obligations to continued employment by Bancorp or any subsidiary or successor of Bancorp.
6. Payment of Legal Fees. Bancorp is aware that
after a Change in Control management could cause or attempt to cause Bancorp to refuse to comply with its obligations under this Agreement, or could institute or cause or attempt to cause Bancorp 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 purposes of this Agreement would be frustrated. Bancorp desires that the
Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof
5
would substantially detract from the benefits intended to be granted to the Executive hereunder. Bancorp 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 occurs it appears to the Executive that (x) Bancorp has failed to comply with any of its obligations under this Agreement, or (y) Bancorp 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 to recover from the Executive the benefits intended to be provided to the Executive hereunder,
Bancorp irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, at Bancorp’s expense as provided in this section 6, to represent the Executive in the initiation or defense of any litigation or other legal
action, whether by or against Bancorp or any director, officer, stockholder, or other person affiliated with Bancorp, in any jurisdiction. Despite any existing or previous attorney-client relationship between Bancorp and any counsel chosen by the
Executive under this section 6, Bancorp irrevocably consents to the Executive entering into an attorney-client relationship with that counsel and Bancorp and the Executive agree that a confidential relationship shall exist between the Executive and
that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by Bancorp 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, up to a maximum aggregate amount of $150,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings.
Bancorp’s obligation to pay the Executive’s legal fees under this section 6 operates separately from and in addition to any legal fee reimbursement obligation Bancorp may have with the Executive under any other agreement. Despite any contrary
provision of this Agreement however, Bancorp shall not be required to pay or reimburse the Executive’s legal expenses if doing so would violate 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].
7. Withholding of Taxes. Bancorp may withhold
from any benefits payable under this Agreement all Federal, state, local or other taxes as may be required by law, governmental regulation, or ruling.
8. Successors and Assigns. (a) This Agreement is binding on successors. This Agreement shall be binding upon Bancorp and any successor to Bancorp, including any persons acquiring
directly or indirectly all or substantially all of the business or assets of Bancorp by purchase, merger, consolidation, reorganization, or otherwise. But this Agreement and Bancorp’s obligations under this Agreement are not otherwise assignable,
transferable, or delegable by Bancorp. By agreement in form and substance satisfactory to the Executive, Bancorp shall require any successor to all or substantially all of the business or assets of Bancorp expressly to assume and agree to perform
this Agreement in the same manner and to the same extent Bancorp would be required to perform had no succession occurred.
(b) This Agreement is enforceable by the Executive’s heirs. This Agreement
shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, and legatees.
(c) This Agreement is personal and is not assignable. This Agreement is
personal in nature. Without written consent of the other party, neither party shall assign, transfer, or
6
delegate this Agreement or any rights or obligations under this Agreement except as expressly provided in this section 8. Without limiting the generality of
the foregoing, the Executive’s right to receive payments hereunder is not assignable or transferable, whether by pledge, creation of a security interest, or otherwise, except for a transfer by Executive’s will or by the laws of descent and
distribution. If the Executive attempts an assignment or transfer that is contrary to this section 8, Bancorp shall have no liability to pay any amount to the assignee or transferee.
9. Notices. Any notice under this Agreement shall be deemed to have been effectively made or given if in writing and personally delivered, delivered by mail properly addressed in a sealed envelope, postage
prepaid by certified mail restricted delivery or registered mail restricted delivery, return receipt requested, or if delivered by a nationally recognized overnight delivery service, specifying next day delivery, with written verification of
receipt confirmed through a signature from someone at the delivery address. Unless otherwise changed by notice, notice shall be properly addressed to the Executive if addressed to the address of the Executive on the books and records of Bancorp at
the time of the delivery of the notice, and properly addressed to Bancorp if addressed to the board of directors, Ballston Spa Bancorp, Inc., 990 State Route 67, Ballston Spa, New York, 12020, Attention: Corporate Secretary.
10. Captions and Counterparts. The headings and subheadings in this Agreement are included solely for convenience and shall not affect the interpretation of this Agreement. This Agreement may be executed in
one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same agreement.
11. Amendments and Waivers. No provision of this Agreement may be modified, waived, or discharged unless the waiver, modification, or discharge is agreed to in a writing signed by the Executive and by
Bancorp. No waiver by either party hereto at any time of any breach by the other party hereto or waiver of compliance with any condition or provision of this Agreement to be performed by the other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent time.
12. Severability. The provisions of this Agreement are severable. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions of this
Agreement. Any provision held to be invalid or unenforceable shall be reformed to the extent and solely to the extent necessary to make it valid and enforceable.
13. Governing Law. The validity, interpretation, construction, and performance of this Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York, without
giving effect to the principles of conflict of laws of such state.
14. Entire Agreement. This Agreement constitutes the entire agreement between Bancorp and the Executive concerning the subject matter. No rights are granted to the Executive under this Agreement other than
those specifically set forth. No agreements or representations, oral or otherwise, expressed or implied concerning the subject matter hereof have been made by either party that are not set forth expressly in this Agreement.
15. No Mitigation Required. Bancorp hereby acknowledges that it will be difficult and could be impossible (x)
for the Executive to find reasonably comparable employment after termination and (y) to measure the amount of damages the Executive suffers as a
result of
7
termination. Additionally, Bancorp acknowledges that its general severance pay plans do not provide for mitigation, offset, or reduction of any severance
payment received thereunder. Bancorp further acknowledges that the payment of benefits by Bancorp under this Agreement is reasonable and shall be liquidated damages. The Executive shall not be required to mitigate the amount of any payment provided
for in this Agreement by seeking other employment or otherwise, nor shall any profits, income, earnings, or other benefits from any source whatsoever create any mitigation, offset, reduction, or any other obligation on the part of the Executive
hereunder or otherwise.
16. Compliance with Internal Revenue Code Section 409A. (a) Interpretation. The intent of the parties
is that payments and benefits under this Agreement comply with Code Section 409A or comply with an exemption of the application of Code Section 409A and, accordingly, all provisions of this Agreement shall be construed in a manner consistent with
the requirements for avoiding taxes or penalties under Code Section 409A. References in this Agreement to Code Section 409A include rules, regulations, and guidance of general application issued by the Department of the Treasury under Code Section
409A.
(b) Action. Neither the Executive nor Bancorp shall take any action to
accelerate or delay the payment of any monies or provision of any benefits in any matter which would not be in compliance with Code Section 409A.
(c) Separation from Service. If the Executive’s employment with either
Bancorp or the Bank terminates involuntarily without Cause, the Executive’s employment with the other shall be deemed to have terminated involuntarily without Cause at the same time. If the Executive’s employment with either of Bancorp or the Bank
terminates voluntarily but with Good Reason, the Executive’s employment with the other shall terminate at the same time. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement unless such
termination is also a “separation from service” (within the meaning of Code Section 409A) and, for purposes of this Agreement, references to a “termination” or “termination of employment” or like references shall mean separation from service. If
the Executive is deemed on the date of separation from service with Bancorp to be a “specified employee,” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by Bancorp from time to
time, or if none, the default methodology, then with regard to any payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i)
the expiration of the six-month period measured from the date of the Executive’s separation from service or (ii) the date of the Executive’s death. In the case of benefits required to be delayed under Code Section 409A, however, the Executive may,
to the extent permissible under Code Section 409A, pay the cost of benefit coverage, and thereby obtain benefits, during such six-month delay period and then be reimbursed by Bancorp thereafter when delayed payments are made pursuant to the next
sentence. On the first day of the seventh month following the date of the Executive’s separation from service or, if earlier, on the date of the Executive’s death, all payments delayed pursuant to this section 16(c) (whether they would have
otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in
accordance with the normal payment dates specified for them herein. If any cash payment is delayed under this section 16(c), then interest shall be paid on the amount delayed, with such interest to be calculated at the
8
prime rate reported in The Wall Street Journal for
the date of the Executive’s termination to the date of payment.
(d) Treatment of Installment Payments. If under this Agreement an amount is
to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment. In the event any payment payable upon termination of employment would be exempt from Code Section 409A under
Treasury Rule 1.409A-1(b)(9)(iii) but for the amount of such payment, the determination of the payments to the Executive that are exempt under such provision shall be made by applying the exemption to payments based on chronological order beginning
with the payments paid closest in time on or after such termination of employment.
(e) Payment Period. When, if ever, a payment under this Agreement specifies
a payment period with reference to a number of days (e.g., “payment shall be made within ten (10) days following the date of termination”), the
actual date of payment within the specified period shall be within the sole discretion of Bancorp.
17. No Violation of FDIC Golden Parachute Rules. Bancorp and the Executive acknowledge and agree that any payment to the Executive under this Agreement and any agreement to make a payment to the Executive are
or may be subject to the golden parachute limitations of 12 U.S.C. 1828(k) and FDIC rules at 12 C.F.R. Part 359. Bancorp and the Executive acknowledge and agree that if any payment or agreement to make a payment under this Agreement would be
considered a golden parachute payment under 12 C.F.R. 359.1(f), neither Bancorp has a contractual or other obligation to make the payment to the Executive, and the agreement to make the payment is void, unless (x) the payment receives the prior approval of the appropriate Federal banking agency, if required at that time by 12 U.S.C. section 1828(k), 12 C.F.R. Part 359, or other
federal or state laws, rules or regulations, and (y) the obligation and the payment comply in all other respects with 12 U.S.C. section 1828(k),
12 C.F.R. Part 359, and other federal and state laws, rules or regulations, to the extent applicable at the time.
18. Counterparts/Fax/Digital Signature and Transmission. This Agreement may be executed, including by digital signature, in a number of counterparts and by different parties hereto in separate counterparts,
including by facsimile or digital transmission, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.
19. Effective Date. Notwithstanding anything
to the contrary contained herein, this Agreement shall be subject to the consummation of the Merger, and shall become effective as of the Effective Time as defined in the Merger Agreement (which for purposes of this Agreement shall be referred to
as the “Effective Date”). In the event the Merger Agreement terminates prior to the Effective Date or Executive is not employed by NBC or National Bank of Coxsackie as of immediately prior to the Effective Date, this Agreement shall automatically
terminate and become null and void.
[Signature Page to Follow]
9
In Witness
Whereof, the parties have executed this Change in Control Agreement as of the date first written above.
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Executive
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Ballston Spa Bancorp, Inc.
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/s/ Caitlin McCrea
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By:
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/s/ Christopher R. Dowd
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Caitlin McCrea
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Christopher R. Dowd
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Its:
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Chief Executive Officer
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10
EXHIBIT 10.4
AMENDMENT TO THE
CHANGE IN CONTROL AGREEMENT
This Amendment (the “Amendment”) is entered into as of this 1st day of April, 2026 by and between Ballston Spa Bancorp, Inc.,
a New York corporation (the “Bancorp”), and James F. Dodd (“Executive”). Capitalized terms which are not defined herein shall have the same meaning as set forth in
the Agreement (as defined below).
W I T N E S S E T H:
WHEREAS, Executive is a party to
a Change in Control Agreement with Bancorp, dated as of February 7, 2025 (the “Agreement”); and
WHEREAS, Bancorp and NBC Bancorp,
Inc. (“NBC”) have entered into an Agreement and Plan of Merger, dated as of September 23, 2025 (the “Merger Agreement”), pursuant to which NBC will merge with and into Bancorp, with Bancorp as the surviving entity (the “Merger”); and
WHEREAS, in connection with the
Merger Agreement, Bancorp and the Executive desire to amend the Agreement to provide that the Merger will not constitute a “Change in Control” for purposes of the Agreement; and
WHEREAS, Section 11 of the
Agreement provides that the Agreement may be amended upon the written consent of the Executive and Bancorp; and
WHEREAS, this Amendment complies
with Section 409A of the Code since the Amendment does not change the time or form of the payment under the Agreement; and
WHEREAS, the parties now wish to
amend the Agreement as herein provided effective as of the date first written above, and subject to the occurrence of the Effective Time (as such term is defined in the Merger Agreement).
NOW, THEREFORE, the Agreement is
hereby amended, effective as of the date first written above, and conditioned upon, the occurrence of the Effective Time as follows:
1. New Section 1(c)(4) of the Agreement. New Section 1(c)(4) is hereby added to the
Agreement to read as follows:
“Notwithstanding the foregoing, for purposes of this Agreement, the definition of Change in Control shall not include
the following: (i) a merger by and between Bancorp and NBC Bancorp, Inc. (“NBC”), in which NBC will merge with and into Bancorp, with Bancorp as the surviving entity, or (ii) a merger by and between Ballston Spa National Bank and National Bank of
Coxsackie, a wholly-owned subsidiary of NBC, with Ballston Spa National Bank as the surviving entity, each pursuant to an Agreement and Plan of Merger entered into by and between Bancorp and NBC dated as of September 23, 2025.”
1
2. Continuation of Agreement. Except as expressly set forth herein, this Amendment shall
not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Agreement, all of which are ratified and affirmed in all respects and shall continue in
full force and effect and shall be otherwise unaffected.
3. Governing Law. This Amendment and the rights and obligations hereunder shall be
governed by and construed in accordance with the laws of the State of New York.
4. Counterparts. This Amendment may be executed in any number of counterparts, each of
which shall for all purposes be deemed an original, and all of which together shall constitute but one and the same instrument.
5. Subject to Merger. Notwithstanding anything to the contrary contained herein, this
Amendment shall be subject to the consummation of the Merger, and shall become effective as of the Effective Time as defined in the Merger Agreement. In the event the Merger Agreement is terminated for any reason, this Amendment shall
automatically terminate and become null and void.
[Signature Page to Follow]
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IN WITNESS WHEREOF, the parties have executed this Amendment to the Agreement as of the day and year first above written.
BALLSTON SPA BANCORP, INC.
By: /s/ Christopher R. Dowd
Christopher R. Dowd
Chief Executive Officer
Executive
/s/ James F. Dodd
James F. Dodd
3
EXHIBIT 10.5
AMENDMENT TO THE
CHANGE IN CONTROL AGREEMENT
This Amendment (the “Amendment”) is entered into as of this 1st day of April, 2026 by and between Ballston Spa Bancorp, Inc.,
a New York corporation (the “Bancorp”), and James J. Conroy (“Executive”). Capitalized terms which are not defined herein shall have the same meaning as set forth in
the Agreement (as defined below).
W I T N E S S E T H:
WHEREAS, Executive is a party to
a Change in Control Agreement with Bancorp, dated as of February 7, 2025 (the “Agreement”); and
WHEREAS, Bancorp and NBC Bancorp,
Inc. (“NBC”) have entered into an Agreement and Plan of Merger, dated as of September 23, 2025 (the “Merger Agreement”), pursuant to which NBC will merge with and into Bancorp, with Bancorp as the surviving entity (the “Merger”); and
WHEREAS, in connection with the
Merger Agreement, Bancorp and the Executive desire to amend the Agreement to provide that the Merger will not constitute a “Change in Control” for purposes of the Agreement; and
WHEREAS, Section 11 of the
Agreement provides that the Agreement may be amended upon the written consent of the Executive and Bancorp; and
WHEREAS, this Amendment complies
with Section 409A of the Code since the Amendment does not change the time or form of the payment under the Agreement; and
WHEREAS, the parties now wish to
amend the Agreement as herein provided effective as of the date first written above, and subject to the occurrence of the Effective Time (as such term is defined in the Merger Agreement).
NOW, THEREFORE, the Agreement is
hereby amended, effective as of the date first written above, and conditioned upon, the occurrence of the Effective Time as follows:
1. New Section 1(c)(4) of the Agreement. New Section 1(c)(4) is hereby added to the
Agreement to read as follows:
“Notwithstanding the foregoing, for purposes of this Agreement, the definition of Change in Control shall not include
the following: (i) a merger by and between Bancorp and NBC Bancorp, Inc. (“NBC”), in which NBC will merge with and into Bancorp, with Bancorp as the surviving entity, or (ii) a merger by and between Ballston Spa National Bank and National Bank of
Coxsackie, a wholly-owned subsidiary of NBC, with Ballston Spa National Bank as the surviving entity, each pursuant to an Agreement and Plan of Merger entered into by and between Bancorp and NBC dated as of September 23, 2025.”
1
2. Continuation of Agreement. Except as expressly set forth herein, this Amendment shall
not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Agreement, all of which are ratified and affirmed in all respects and shall continue in
full force and effect and shall be otherwise unaffected.
3. Governing Law. This Amendment and the rights and obligations hereunder shall be
governed by and construed in accordance with the laws of the State of New York.
4. Counterparts. This Amendment may be executed in any number of counterparts, each of
which shall for all purposes be deemed an original, and all of which together shall constitute but one and the same instrument.
5. Subject to Merger. Notwithstanding anything to the contrary contained herein, this
Amendment shall be subject to the consummation of the Merger, and shall become effective as of the Effective Time as defined in the Merger Agreement. In the event the Merger Agreement is terminated for any reason, this Amendment shall
automatically terminate and become null and void.
[Signature Page to Follow]
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IN WITNESS WHEREOF, the parties have executed this Amendment to the Agreement as of the day and year first above written.
BALLSTON SPA BANCORP, INC.
By: /s/ Christopher R. Dowd
Christopher R. Dowd
Chief Executive Officer
Executive
/s/ James J. Conroy
James J. Conroy
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
BALLSTON SPA BANCORP, INC. AND NBC BANCORP, INC.
COMPLETE STRATEGIC MERGER
BALLSTON SPA, N.Y. AND COXSACKIE, N.Y.–
April 1, 2026 – Ballston Spa
Bancorp, Inc. (OTCQX: BSPA), holding company for Ballston Spa National Bank (collectively “BSNB”), and NBC Bancorp, Inc. (OTCID: NCXS), holding company for The National Bank of Coxsackie (collectively “NBC”), today jointly announced the completion of
the previously announced strategic merger transaction.
Based on the terms of the merger agreement announced on September 24, 2025, NCXS and The National Bank of Coxsackie merged with and into
BSPA and Ballston Spa National Bank, respectively, with BSPA and Ballston Spa National Bank each surviving the merger. Each outstanding share of NBC common stock has been converted into the right to receive 0.8065 shares of BSNB (with cash paid for
fractional shares) such that legacy BSNB shareholders now own approximately 66% of the combined company and former NBC shareholders own approximately 34%.
In connection with the closing of the merger, John A. Balli, the former President and CEO of NBC, has become Senior Executive Leader of
the combined bank, and Caitlin McCrea, former SVP and Chief Financial Officer of NBC, has become SVP of Finance and Reporting for the combined bank. In addition, the combined bank and holding company boards of directors of BSNB welcome Aaron P.
Flach, Carl A. Florio, Donald G. Persico and Joseph H. Warren, formerly NBC directors.
Christopher R. Dowd, President and CEO of BSNB, commented on the closing, “We are thrilled to welcome the National Bank of Coxsackie into
BSNB. The partnership will result in a stronger financial services company with sufficient scale, capacity and talent to deliver unparalleled service and support to our customers and the greater Capital Region market. With a larger lending limit,
more robust branch system and local decision making we look forward to making an impact.”
Balli added, “I look forward to partnering with Chris and our senior leadership team to continue our momentum as a deep, steady and
impactful force in the Capital Region and surrounding areas.”
As a result of the merger, the combined bank will have 21 full-service branches across Albany, Greene, Saratoga, and Schoharie Counties in
New York State, with total assets of approximately $1.3 billion.
BSNB had previously announced on March 23, 2026, that both parties had received shareholder approval for the merger. On March 25, 2026,
BSNB announced separately that it had closed a $26 million issue of subordinated debt, with the majority of the proceeds to be committed to the bank in order to support the business and operations of the combined entity.
Griffin Financial Group LLC served as exclusive financial advisor to BSNB in the transaction and Luse Gorman served as counsel to BSNB.
Brean Capital LLC served as exclusive financial advisor to NCXS in the merger and Pillar + Aught served as counsel to NCXS.
Forward Looking Statements
This document contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Any
statements about BSNB or NBC’s beliefs, plans, strategies, predictions, forecasts, objectives, intentions, assumptions or expectations are not historical facts and may be forward-looking. Forward-looking statements are often, but not always,
identified by such words as "believe," "expect," "anticipate," "can," "could," "may," "predict," "potential," "intend," "outlook," "estimate," "forecast," "project," "should," "will," and other similar words and expressions, and are subject to
numerous assumptions, risks, and uncertainties, which may change over time. Because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those indicated in
such forward-looking statements as a result of a variety of factors, many of which are beyond the control of BSNB and NBC. Such statements are based upon the current beliefs and expectations of the management of BSNB and NBC and are subject to
significant risks and uncertainties outside of the control of the parties. Caution should be exercised against placing undue reliance on forward-looking statements. The factors that could cause actual results to differ materially include the
following: the reaction to the transaction of the companies' customers, employees and counterparties; customer disintermediation; inflation; expected synergies, cost savings and other financial benefits of the proposed transaction might not be
realized within the expected timeframes or might be less than projected; credit and interest rate risks associated with BSNB’s and NBC's respective businesses, customers, borrowings, repayment, investment, and deposit practices; general economic
conditions, either nationally or in the market areas in which BSNB and NBC operate or anticipate doing business, are less favorable than expected; new regulatory or legal requirements or obligations; and other risks.
Any forward-looking statement speaks only as of the date on which it is made, and BSNB and NBC undertake no obligation to update any
forward-looking statement, whether to reflect events or circumstances after the date on which the statement is made, to reflect new information or the occurrence of unanticipated events, or otherwise.
Media contact or for more information:
Ballston Spa National Bank
Media:
Pamela J. Montpelier, Senior Vice President,
Growth and Experience Officer
(518) 363-8634
[email protected]
Growth and Experience Officer
(518) 363-8634
[email protected]
Investor Relations:
James Dodd, Executive Vice President, Chief Financial Officer
(518) 363-8651
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