Two-Year Change in Control Agreement between Pathfinder Bancorp, Inc., Pathfinder Bank and Justin Bigham

1.	TERM OF AGREEMENT

2.	DEFINITIONS

(1)	failure to elect or reelect or to appoint or reappoint Executive to the position and title that the Executive maintained immediately prior to a Change in Control;

(2)	a material change in Executive’s authority, duties or responsibilities to become one of lesser authority, duty or responsibilities then the position Executive held immediately prior to the Change in Control;

(3)	a material reduction in Executive’s base salary and benefits; or

(4)	a relocation of Executive’s principal place of employment by more than forty-five (45) miles from its location as of the date of this Agreement;

(1)	material act of dishonesty or fraud in performing Executive’s duties on behalf of the Bank;

(2)	incompetence (in determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the banking industry) in performing Executive’s duties on behalf of the Bank;

(3)	willful misconduct that in the judgment of the Board will likely cause economic damage to the Bank or injury to the business reputation of the Bank;

(4)	breach of fiduciary duty involving personal profit;

(5)	intentional failure to perform stated duties under this Agreement after written notice thereof from the Board;

(6)

willful violation of any law, rule or regulation (other than traffic violations or similar offenses which results only in a fine or other non-custodial penalty) that reflect adversely on the reputation of the Bank, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order; any violation of the policies or procedures of the Bank as outlined in the Bank’s employee handbook, which would result in termination of a Bank employee, as from time to time amended and incorporated herein by reference;  or

(7)	material breach by Executive of any provision of this Agreement.

3.	BENEFITS UPON TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL

(a) If within two years on or after a Change in Control and during the term of this Agreement, the Bank (or it successor) terminates Executive’s employment for a reason other than Cause, or if Executive terminates employment for Good Reason, then the Bank will pay Executive, or Executive’s beneficiary or beneficiaries, as applicable, in the event of Executive’s death prior to receiving the payment due, the following amounts:

(1)

a cash lump sum payment equal to (i) twenty-four (24) months of Executive’s base salary in effect as of the Date of Termination, or if higher, the base salary in effect immediately prior to the date of a Change in Control, and (ii) two times the bonus earned by Executive from the Bank in the fiscal year immediately preceding the year in which the termination occurs, or if higher, the bonus earned in the fiscal year immediately preceding the date of a Change in Control, less applicable withholding taxes, payable by lump sum within ten (10) business days of the Date of Termination, and

(2)

cause to be continued at no cost to Executive, life insurance and non-taxable medical and dental coverage substantially identical to the coverage maintained by the Bank for Executive prior to Executive’s termination for twenty-four (24) months.  If the Bank cannot provide one or more of the benefits set forth in this Section 3(a)(2) because Executive is no longer an employee, applicable rules and regulations 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, and

(3)	upon the occurrence of a Change in Control, Executive shall become fully vested in and entitled to all benefits granted to him pursuant to any stock option, restricted stock or similar equity award granted to Executive under any equity incentive plan of the Company.

4.	INVOLUNTARY TERMINATION OF EMPLOYMENT PRIOR TO CHANGE IN CONTROL

(a) a cash lump sum payment equal to (i) six (6) months of Executive’s base salary in effect as of the Date of Termination, and (ii) fifty percent (50%) of the bonus earned by Executive from the Bank in the fiscal year immediately preceding the year in which the termination occur, less applicable withholding taxes, payable by lump sum within ten (10) business days of the Date of Termination, and

(b) cause to be continued at no cost to Executive, non-taxable medical and dental coverage substantially identical to the coverage maintained by the Bank for Executive prior to Executive’s termination for six (6) months.  If the Bank cannot provide one or more of the benefits set forth in this Section 4(a)(2) because Executive is no longer an employee, applicable rules and regulations 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.

(c) Notwithstanding the foregoing, Executive shall not be entitled to any payments or benefits under this Section 4 unless and until (i) Executive executes a release of his claims against the Bank, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act, but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement that survive the termination of this Agreement (the “Release”), and (ii) the payments and benefits under this Section 4 shall begin on the 30^th day following the date of the Executive’s Separation from Service, provided that before that date, the Executive has signed (and not revoked) the Release and the Release is irrevocable under the time period set forth under applicable law, provided further, that if the 30-day period spans two (2) calendar years, then, to the extent necessary to comply with Section 409A of the Code, the payments and benefits will be paid, or commence, in the second calendar year.

5.	NOTICE OF TERMINATION

6.	SOURCE OF PAYMENTS

7.	REQUIRED PROVISIONS

8.	NO ATTACHMENT

9.	ENTIRE AGREEMENT; MODIFICATION AND WAIVER

(a) This Agreement contains the entire understanding between the parties hereto, except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to Executive of a kind elsewhere provided.

(b) This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto.

(c) No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

10.	SEVERABILITY

11.	HEADINGS FOR REFERENCE ONLY

12.	GOVERNING LAW

13.	ARBITRATION

14.	PAYMENT OF LEGAL FEES

15.	OBLIGATIONS OF BANK

16.	SUCCESSORS AND ASSIGNS

	PATHFINDER BANCORP, INC.
	By:  /s/ James A. Dowd
	Name: James A. Dowd
	Title: President and Chief Executive Officer
	PATHFINDER BANK
	By: /s/ James A. Dowd
	Name: James A. Dowd
	Title: President and Chief Executive Officer
	EXECUTIVE
	/s/ Justin Bigham
	Justin Bigham