First Amendment to Restricted Stock Agreement for Employees under Oneida Financial Corp. 2006 Recognition and Retention Plan

Summary

This amendment updates the restricted stock agreement between Oneida Financial Corp. and an employee recipient under the 2006 Recognition and Retention Plan. The main change redefines "Normal Retirement" for the award as termination of employment at age 65 or older with at least five years of service. The amendment also confirms that restricted stock will vest in equal installments over five years, starting December 31, 2006. All other terms of the original agreement remain unchanged.

EX-10.3 4 ex10-3.txt Exhibit 10.3 Form of First Amendment to Restricted Stock Award for Employees ONEIDA FINANCIAL CORP. 2006 RECOGNITION AND RETENTION PLAN FIRST AMENDMENT TO RESTRICTED STOCK AGREEMENT (Employees) WHEREAS, on April 25th 2006, Oneida Financial Corp. (the "Company") granted an award (the "Award") for a total of shares of Company common stock to (the "Recipient"), subject in all respects to the terms and provisions of the Oneida Financial Corp. 2006 Recognition and Retention Plan (the "Plan"), which has been approved by the board of directors of The Oneida Savings Bank (the "Bank") and the stockholders of the Company; and WHEREAS, the Plan provides that a committee consisting of at least two non-employee directors of the Board (or the full Board) (the "Committee") may amend any outstanding award made under the Plan; and WHEREAS, the Committee and the Recipient have agreed to amend the Restricted Stock Agreement which evidences the Award (the "Agreement") to change the definition of "Normal Retirement Age" that shall apply to the Award; NOW THEREFORE, the Agreement is hereby amended as follows: 1. Paragraph B is amended in its entirety to read as follows, effective as of the original date of the Award: B. (1) The shares of common stock awarded hereunder shall bear a legend restricting the transferability of such common stock (hereinafter referred to as the "Restricted Stock"). The Restricted Stock awarded to the Recipient shall not be sold, assigned, transferred, pledged, or otherwise encumbered by the Recipient, except as hereinafter provided, until such Restricted Stock has vested (the "Restricted Period"). (2) Restricted Stock shall vest in equal installments over a five (5) year period, with the first installment vesting on December 31, 2006 and succeeding installments vesting on each anniversary thereof through December 31, 2010. (3) Notwithstanding the definition of "Normal Retirement" set forth in the Plan, for purposes of this Award, "Normal Retirement" means the Recipient's termination of employment on or after the date that the Recipient attains age 65 and has completed at least 5 years of service. 2. All remaining provisions of the Restricted Stock Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the Committee and the Recipient have executed this First Amendment to the Restricted Stock Agreement, effective as of the original date of the Award. ONEIDA FINANCIAL CORP. - --------------------- By: Date ----------------------------------- - --------------------- --------------------------------------- Date Recipient