UNITED STATES
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): November 27, 2006
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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 File No.) (I.R.S. Employer
of Incorporation) Identification No.)
302 Main Street, Catskill NY 12414
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (518) 943-2600
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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 (see General Instruction A.2. below):
[ ] 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))
Item 1.01 Entry into a Material Definitive Agreement
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Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
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Appointment of Principal Officers; Compensatory Arrangements of Certain
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Officers
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The respective Boards of Directors of Greene County Bancorp, Inc. (the
"Company") and the Company's principal operating subsidiary, The Bank of Greene
County (the "Bank") have approved an amended and restated employment agreement
(the "Amended Agreement") with the Company's and the Bank's President and Chief
Executive Officer, J. Bruce Whittaker. The Amended Agreement was executed on
November 27, 2006 and is effective January 1, 2007. The Amended Agreement
amended and restated that certain Employment Agreement (the "Agreement") dated
as of January 1, 1999 by and among the Company, the Bank and Mr. Whittaker. The
form of Agreement was filed by the Company with the Securities and Exchange
Commission on September 18, 1998 as Exhibit 10.1 to the Company's registration
statement on Form SB-2. Among other things, the Amended Agreement reflects
certain changes to the Agreement required by the Office of Thrift Supervision
(the "OTS") in connection with the Bank's conversion from a New York-chartered
savings bank to a federally chartered savings bank, which was consummated on
November 1, 2006.
The Amended Agreement is filed herewith as Exhibit 10.1. The material terms
of the Amended Agreement, as described herein, are subject to the text of the
Amended Agreement in Exhibit 10.1.
The Amended Agreement has a term of 36 months. On each anniversary of
the effective date of the Amended Agreement, the Amended Agreement will be
extended for an additional twelve months, so that the remaining term will be 36
months, unless the disinterested members of the Bank's Board of Directors
determine not to so extend the Amended Agreement, following a comprehensive
performance evaluation and review of Mr. Whittaker.
Under the Amended Agreement, the Base Salary for Mr. Whittaker is $247,500.
The Base Salary may be increased but not decreased. In addition to the Base
Salary, the Amended Agreement provides for, among other things, participation in
retirement plans and other employee and fringe benefits applicable to executive
personnel. In addition to the above, the Bank will provide Mr. Whittaker and his
dependents with continuing health care coverage upon Mr. Whittaker's retirement
or other termination of employment after attainment of age 55 with 25 years of
service, in substantially the same amount as provided to Mr. Whittaker and his
dependents prior to the termination of his employment. Such coverage, which will
survive the termination or expiration of the Amended Agreement, will cease upon
Mr. Whittaker's attainment of age 65.
The Amended Agreement provides for termination by the Bank for cause at any
time. In the event the Bank terminates the executive's employment for reasons
other than disability, retirement, or for cause, or in the event of the
executive's resignation from the Bank (such resignation to occur within the
period or periods set forth in the Amended Agreement) upon (i) failure to
re-elect the executive to his current offices, (ii) a material change in the
executive's functions, duties or responsibilities, or relocation of his
principal place of employment by more than 30 miles, (iii) liquidation or
dissolution of the Bank or the Company, (iv) a breach of the Amended Agreement
by the Bank, or (v) following a change in control of the Bank or the Company,
the executive, or in the event of death, his beneficiary, would be entitled to
severance pay in an amount equal to three times the Base Salary and the highest
bonus paid during any of the last three years. The Bank would also continue the
executive's life, dental and disability coverage for 36 months from the date of
termination, and would continue his health coverage until Mr. Whittaker attains
age 65 (as discussed above). In the event the payments to the executive would
include an "excess parachute payment" as defined by Section 280G of the Internal
Revenue Code (relating to payments made in connection with a change in control),
the payments would be reduced in order to avoid having an excess parachute
payment. However, notwithstanding the foregoing, to the extent required by
regulations or interpretations of the OTS, all severance payments under the
Amended Agreement shall be reduced not to exceed three times Mr. Whittaker's
average annual compensation (as defined in such regulations or interpretations)
over the most recent five taxable years.
Under the Amended Agreement, the executive's employment may be terminated
upon his retirement in accordance with any retirement policy established on
behalf of the executive and with his consent. Upon the executive's retirement,
he will be entitled to all benefits available to him under any retirement or
other benefit plan maintained by the Bank. In the event of the executive's
disability for a period of six consecutive months, the Bank may terminate the
Amended Agreement, provided that the Bank will be obligated to pay him his Base
Salary for the remaining term of the Amended Agreement or one year, whichever is
longer, reduced by any benefits paid to the executive pursuant to any disability
insurance policy or similar arrangement maintained by the Bank. In the event of
the executive's death, the Bank will pay his Base Salary to his named
beneficiaries for one year following his death, and will also continue medical,
dental, and other benefits to his family for one year.
The Amended Agreement provides that, following his termination of
employment, the executive will not compete with the Bank for a period of one
year.
Item 9.01. Financial Statements and Exhibits
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Exhibit No. Description
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10.1 Amended and Restated Employment Agreement
SIGNATURES
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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: November 27, 2006 By: /s/ J. Bruce Whittaker
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J. Bruce Whittaker
President and Chief Executive Officer
Exhibit 10.1
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