UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): November 26, 2008
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GREENE COUNTY BANCORP, INC.
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(Exact name of Registrant as specified in its charter)
Federal 0-25165 14-1809721
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
302 Main Street, Catskill, NY 12414
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(Address of principal executive offices)
(518)-943-2600
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Registrant's telephone number, including area code
Not Applicable
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(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:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Employment Agreements. On November 26, 2008, The Bank of Greene County (the
"Bank"), a wholly-owned subsidiary of Greene County Bancorp, Inc. (the
"Company"), entered into an employment agreement (the "Agreement") with Stephen
E. Nelson, Senior Vice President and Chief Lending Officer of the Bank,
effective July 1, 2008. The Company also executed the Agreement for the sole
purpose of guaranteeing the Bank's financial performance.
The Agreement provides for a base salary of $112,500 per year. The term of
the Agreement is 24 months from July 1, 2008. Commencing on July 1, 2009, and
continuing on each July 1 thereafter, the Agreement shall renew for an
additional year such that the remaining term shall be two years, unless written
notice is provided to the executive at least ten days and not more than 60 days
prior to any such anniversary date that his employment shall cease at the end of
12 months following such anniversary date. Prior to each notice period for
non-renewal, the disinterested members of the Board of Directors of the Bank
will conduct a comprehensive performance evaluation and review of the executive
for purposes of determining whether to extend the Agreement.
Under the Agreement, the executive's base salary will be reviewed annually, and
the base salary may be increased but not decreased. In addition to the base
salary, the executive will be provided all such other benefits as are provided
uniformly to permanent full-time employees of the Bank. The executive will also
be entitled to incentive compensation and bonuses as provided in any plan of the
Bank in which the executive is eligible to participate.
The Agreement provides for termination by the Bank for cause at any time. If the
Agreement is terminated for cause, the executive will not receive any
compensation or other benefits from the Bank or the Company. In the event the
executive's employment is terminated by the Bank for any reason other than for
cause, disability or retirement, or if the executive voluntarily resigns from
his employment upon, among other things, failure to reappoint the executive to
his office, a material diminution of the executive's duties, relocation of his
place of employment by more than 30 miles or a breach of the Agreement by the
Bank, then the Bank will be obligated to pay to the executive a lump sum equal
to his then current base salary. The executive will also be entitled to
continued life insurance and non-taxable medical and dental coverage for 12
months following termination. If the payments to be made to the executive are
determined to constitute an "excess parachute payment," the amounts would be
reduced to avoid this result.
In the event the executive retires, he will be entitled to any vested benefits
under any retirement plan of the Bank. The Agreement provides that, following
termination of the executive's employment as a result of which the Bank is
paying the executive termination benefits (other than termination upon a change
in control), the executive will not compete with the Bank for a period of one
year in any city or county in which the Bank has an office or has filed an
application for regulatory approval to establish an office.
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The foregoing description of the Agreement is qualified in its entirety by
reference to the Agreement that is attached hereto as Exhibit 10.1 of this
Current Report, and is incorporated by reference into this Item 5.02.
Addenda to Employment Agreements. On November 26, 2008, the Bank and the Company
adopted Addenda to the Employment Agreements for Donald E. Gibson and Michelle
M. Plummer to comply with Internal Revenue Code Section 409A and the final
regulations issued thereunder. The foregoing description of the Addenda is
qualified in its entirety by reference to the Addenda that are attached hereto
as Exhibit 10.2 and Exhibit 10.3 of this Current Report, and are incorporated by
reference into this Item 5.02.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired: None
(b) Pro Forma Financial Information: None
(c) Shell company transactions: None
(d) Exhibits:
Exhibit Number Description
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Exhibit 10.1 Employment Agreement for
Stephen E. Nelson
Exhibit 10.2 Addendum to Employment Agreement for
Donald E. Gibson
Exhibit 10.3 Addendum to Employment Agreement for
Michelle M. Plummer
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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.
GREENE COUNTY BANCORP, INC.
Date: December 2, 2008 By: /s/ Donald E. Gibson
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(Duly Authorized Representative)