CANANDAIGUA NATIONAL BANK AND TRUST COMPANY 72 South Main Street Canandaigua, New York 14424
CANANDAIGUA NATIONAL BANK
AND TRUST COMPANY
72 South Main Street
Canandaigua, New York 14424
Robert G. Sheridan
Phone: (716) 394-4260
Executive Vice President and Cashier
Facsimile: (716) 396-1355
Retail Services
CNBanker Voice ###-###-####
e-mail: ***@***
November 20, 2000
Mr. Joseph L. Dugan
235 Parker Drive
Pittsburgh, PA 15216
Re:
Employment and Compensation Agreement
Dear Joe:
Pursuant to our recent conversations this letter shall attempt to confirm our understandings regarding your anticipated employment with Canandaigua National Bank and Trust Co. Our offer includes the following:
1)
Your base pay shall be $110,000 per annum.
2)
We agree to pay you $13,000, net of taxes upon your execution and return of a copy of this agreement and the processing of your employment application, which is enclosed.
3)
We shall provide you with 25 shares of the common stock of The Canandaigua National Corporation upon your execution of this agreement and the processing of your employment application.
4)
You shall be eligible for a Performance Bonus upon your attainment of certain goals according to the matrix attached hereto and labeled Exhibit A.
5)
Your title shall be Senior Vice President. You shall be a member of our Management Group and shall be entitled to normal bank benefits but also certain benefits associated with your senior position to include membership in a health club and annual physical to an extent not to exceed $1,500. In addition you shall be eligible for stock options, as a
Mr. Joseph L. Dugan
November 20, 2000
Page 2
Senior Vice President, in connection with the Canandaigua National Corporation Stock Option Plan based upon performance of the bank. A copy of the plan is enclosed for your review.
6)
You shall be eligible for tuition reimbursement for accredited undergraduate or graduate level courses provided they are approved by the CEO.
7)
You shall be eligible for certain relocation expense reimbursements as outlined in Exhibit B attached hereto.
8)
The sign-on bonus and relocation expenses outlined above shall be subject to 100% refund should you voluntarily leave the employ of the Canandaigua National Bank and Trust Company within 24 months of the commencement of your employment here; and 50% refund should you voluntarily leave within 24 –36 months.
9)
During your tenure your guaranteed severance shall be 6 months of base pay in the event that you leave the bank involuntarily.
10)
Your employment shall commence on December 29, 2000. Your are employeed at will, and your employment is subject to the policies and procedures set forth in our employee handbood that is enclosed with this letter.
I trust that the above terms and conditions of employment meet with your
approval. If they do, kindly indicate your acknowledgement and acceptance of them by executing the enclosed copy of this letter and returning it to me. If you have any questions or concerns please call me at ###-###-#### or write to me at:
72 S. Main St.
Canandaigua, New York 14424
We look forward to you joining the bank and playing an important role toward our future growth and profitability.
Sincerely yours,
Robert G. Sheridan
Senior Vice President
Mr. Joseph L. Dugan
November 20, 2000
Page 3
I hereby acknowledge and agree to the terms and conditions of employment as outlined above.
11/22/2000
/s/ Joseph L. Dugan
Dated
Joseph L. Dugan
Mr. Joseph L. Dugan
November 20, 2000
Page 4
Exhibit A – Sales Manager Bonus Program
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| Relationship Ratio | ||||
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| < 1:1.5 | 1:1.5 - 1:1.99 | 1:2 - 1:3.99 | 1:4-1:4.99 | 1:5+ |
| Number of Qualifying DDA's | <400 | 0.0% | 2.5% | 5% | 10% | 15% |
| 401-799 | 2.5% | 5% | 10% | 15% | 20% | |
| 800-1,199 | 5.0% | 10% | 15% | 20% | 25% | |
| 1,200-1,599 | 7.5% | 15% | 20% | 25% | 30% | |
| 1,600-1,999 | 10.0% | 20% | 25% | 30% | 40% | |
| 2,000+ | 12.5% | 25% | 30% | 40% | 65% | |
Mr. Joseph L. Dugan
November 20, 2000
Page 5
Exhibit A – Sales Manager Bonus Program (continued)
| Qualifying DDA |
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| Checking Account |
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| and Direct Deposit of Payroll | ||
| and Debit Card |
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| Must also offer |
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| Chexmate Line of Credit | ||
| Credit Card |
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| Relationship Ratio |
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| Calculated as the ratio of # of cross sold products to the checking account | ||
| E.g. Customer has checking account and opens 1 savings account, 1 time deposit | ||
| and a consumer loan. Total products are 4 (includes checking). Therefore ratio is | ||
| 1:4. Direct Debit and CNBill Pay are 1/2 point each | ||
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| Ratio is calculated using the period 180 days following the opening date of the checking account. | ||
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| Qualifying accounts: |
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| Value | Type |
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| 0.5 | At least one direct debit to non-CNB vendor | |
| 0.5 | CNBill pay enabled account | |
| 1.0 | Any savings product, including money market | |
| 1.0 | Any time account | |
| 1.0 | Any direct consumer loan, except chexmate | |
| 1.0 | Any mortgage loan, including home equity | |
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| Any insurance policy: | |
| 1.0 | Property and casualty | |
| 1.0 | Life |
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| 1.0 | Long-tem Care | |
| 1.0 | Any Trust account, including retirement account | |
| 1.0 | Any Investment account, including mutual fund | |
Mr. Joseph L. Dugan
November 20, 2000
Page 6
Exhibit B – Benefits
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| Joe Dugan |
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| Salary and Benefits Summary Proposal |
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| The Canandaigua National Bank and Trust Company |
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Position Title | Vice President - Sales |
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| Amount | Estimated Value |
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Salary and related compensation |
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Salary (Review 12/01) Annual Base Rate for 2001 | $100,000.00 | $100,000.00 |
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Bonus - variable up to 35% of base |
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payable February 28 following year | 0%-35% | $ 35,000.00 |
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CNB Profit Sharing Plan - Contractual - Est 12% Base | 12% | $12,000.00 |
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CNB E.S.O.P. - Contractual - Est 1% Base | 1% | $1,000.00 |
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Signing Bonus (Net after taxes) * |
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Net after taxes (check enclosed) | $5,000.00 | $ 6,250.00 | assume 25% tax rate |
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Vacation |
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Year 2001 | 4 weeks | $ 7,692.31 |
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Holidays |
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Follow federal banking holidays | 9-10 per year | $ 3,846.15 |
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Group Benefit Plans |
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Health insurance | 50% subsidy | $ 3,105.60 | Family Group Plan |
Pre-tax spending accounts |
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-Unreimbursed Medical Care Expenses | up to $3,500 | $ 875.00 | est tax save at 25% rate |
-Unreimbursed Medical and Child Care Expenses | up to $5,000 | $ 1,250.00 | est tax save at 25% rate |
Pre-tax dental plan | family plan | $ 164.34 | est tax save at 25% rate |
Life Insurance | 3x Base Salary | $ 276.00 | Est annual premium |
Short Term Disability | 50%-100% salary | $ 250.00 | Est annual premium |
Long Term Disability | 60% salary | $ 250.00 | Est annual premium |
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Preferred Lending Rate - 7.25% |
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Short term lending - Up to $15,000 |
| $ 300.00 | Current rate 9.25% |
Mortgage Loans - Up to $30,000 |
| $ 114.00 | Current rate 8.01% |
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Relocation Expenses * |
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Reimbursement for up to $7,500 of associated expenses | $ 7,500.00 | $ 9,375.00 | Non-taxable reimbursement |
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| Total Estimated Value | $181,748.40 |
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The Signing Bonus and Relocation Expense Reimbursement are 100% refundable to the Bank if you leave employment, without cause within 36 months of your start date
