ONEIDA FINANCIAL CORP
EX-10.3
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>ex10-3.txt
<DESCRIPTION>EX-10.3
<TEXT>


                                  Exhibit 10.3

                              EMPLOYMENT AGREEMENT


         This AGREEMENT ("Agreement") is made as of June 1, 2009, by and between
The Oneida Savings Bank (the "Bank"),  a New York chartered savings bank, Thomas
H. Dixon, an individual  residing in Oneida, New York,  ("Executive") and Oneida
Financial  Corp.  (the  "Company"),  a  federally-chartered  corporation and the
holding company of the Bank, as guarantor. The Bank and Company are collectively
referred to as the "Employer".

         WHEREAS,  Executive  and the Board of  Directors  of the Bank desire to
enter into an agreement  setting forth the terms and  conditions of  Executive's
employment and provide for the continued service of the Executive; and

         WHEREAS,  the Bank recognizes the importance of Executive to the Bank's
operations,  and desires to assure the  continuity of its  management and enable
the Executive to devote his full attention to management  responsibilities  when
faced with a possible change in control of the Bank or the Company.

         NOW,  THEREFORE,  in consideration of the mutual promises and covenants
herein contained, it is hereby agreed as follows:

1.       Employment.

         (a) Term. The initial term of employment  under this Agreement shall be
             ----
for the period  commencing  on the date hereof and ending on May 31,  2012.  Not
later than six months prior to the  expiration  of this  Agreement,  the parties
agree to  commence  discussions  regarding a renewal of this  Agreement.  If the
parties cannot reach agreement regarding the terms for a renewal agreement, this
Agreement  shall  automatically  renew for a 12 month period unless either party
provides  written  notice of intent  not to renew at least 60 days  prior to the
expiration  of this  Agreement.  The  initial  term  and any  renewal  term  are
collectively referred to herein as the "Employment Term."

         (b) Duties.  The Executive  shall serve as Executive Vice President and
             ------
Chief  Credit  Officer of the Bank and Company  during the  Employment  Term and
shall have such  responsibilities,  duties and  authority  as is  customary  for
persons  serving in similar  officer  positions  and as may from time to time be
reasonably  assigned by the  respective  Boards of the  Employer.  The Executive
shall be responsible for  implementing the policies of the Board of Directors of
the  Company and the Board of  Directors  of the Bank,  and shall  report to the
President and Chief Executive  Officer.  In such capacity,  Executive  agrees to
discharge his duties to the best of his  abilities  and to devote  substantially
all of his working  time and  attention to the  performance  of his duties under
this Agreement.  During the Employment Term, there shall be no material decrease
in the duties  and  responsibilities  of the  Executive  other than as  provided
herein,  unless the parties  otherwise  agree in writing.  During the Employment
Term, the Executive shall not be required to relocate,  without his consent, his
place of employment  to a

<PAGE>

location more than 25 miles away from the Employer's  Oneida,  New York location
to perform his duties  hereunder,  except for reasonably  required travel by the
Executive on the business of the Employer.  The  Executive  may  affiliate  with
professional  associations,  business and civic  organizations in support of his
role as an officer of the Bank,  provided that  Executive's  involvement in such
activities does not adversely  affect the performance of his duties on behalf of
the Company or the Bank or the reputation of the Company or Bank.

2.       Compensation and Benefits.

         (a) Base Salary. The Executive shall initially be paid a base salary at
             -----------
an  annualized  rate of  $190,000.00  (as may be  adjusted  from time to time in
accordance with this Agreement,  "Base Salary"),  payable in accordance with the
Employer's regular payroll practices for its employees.  On an annual basis, the
Executive's  Base Salary  shall be reviewed by the Employer and may be increased
in the  discretion of the Board of Directors and  Compensation  Committee of the
Employer.  In reviewing the Executive's  Base Salary,  the Board of Directors of
the   Employer   shall   consider   the   Executive's   performance,   scope  of
responsibility,  and  such  other  matters  as the  Board  of  Directors  or the
Compensation  Committee of the Board deems  appropriate.  The Base Salary of the
Executive shall not be decreased at any time during the current  Employment Term
from the  amount  then in  effect,  unless  the  Executive  otherwise  agrees in
writing.

         (b) Bonuses and Incentive Compensation. The Executive shall be eligible
             ----------------------------------
to participate in an equitable  manner with all other  employees of the Employer
in any bonus or other incentive  programs  (including any stock option or equity
compensation  plans) as may be  authorized,  declared  and paid by the Boards of
Directors of the Employer.  This  provision  shall not preclude the grant of any
other bonus or  compensation  to the  Executive  as  determined  by the Board of
Directors of the Employer.

         (c) Benefit  Plans.  The Executive  shall be eligible to participate in
             --------------
any employee  pension  benefit plans (as that term is defined under Section 3(2)
of the Employee Retirement Income Security Act of 1974, as amended),  group life
insurance plans,  medical plans, dental plans,  long-term  disability plans, and
other  fringe  benefit  plans or programs  maintained  by the  employer  for the
benefit of its employees ("Benefit Plans"). The Executive's participation in any
such benefit plans and programs (before or after termination) shall be based on,
and  subject  to  satisfaction  of,  the  eligibility   requirements  and  other
conditions  of such plans and programs  notwithstanding  any  provisions of this
Agreement.  The Executive shall be entitled to such supplemental benefits as set
forth on the  attached  Exhibit A to this  Agreement,  which may be amended from
time-to-time upon the mutual agreement of Executive and Employer.

         (d) Expenses.  The Executive is authorized to incur reasonable expenses
             --------
in the  performance  of his duties  hereunder,  including  the costs of business
entertainment,  travel, and attendance at meetings. The Employer shall reimburse
the Executive for all such expenses  promptly upon periodic  presentation by the
Executive of an itemized account of such expenses.

         (e) Other  Benefits.  During the period of  employment,  the  Executive
             ---------------
shall also be entitled to receive the following benefits:

<PAGE>

                  (i) Paid vacation in accordance  with the Employer's  Employee
Handbook;

                  (ii) Reasonable  sick leave  consistent with the Bank's policy
in that regard for other executive officers; and

                  (iii)   Reimbursement  of  fees  or  dues  (but  not  personal
expenses) for up to two club  memberships  of the Executive at dining or country
clubs as may be beneficial to the Executive's  role with the Bank. The choice of
clubs shall be subject to review and  disapproval  by the Board of  Directors of
the Bank at any time.

                  (iv) The Executive will receive a monthly vehicle allowance of
$700 for the purchase/lease and maintenance of a vehicle available for necessary
business travel  commensurate with the Executive's duties and role with the Bank
as reviewed and approved by the Board of Directors.

         (f) Exclusivity of Salary and Benefits. Executive shall not be entitled
             ----------------------------------
to any payments or benefits  other than those  provided  under this Agreement or
referred to in Exhibit A.

3.       Termination.

         Prior  to a  Change  of  Control,  the  Executive's  employment  by the
Employer shall be subject to termination as follows:

         (a) Voluntary  Termination.  The Executive may terminate this Agreement
             ----------------------
upon not less than 60 days prior written  notice  delivered to the Employer,  in
which  event  the  Executive  shall be  entitled  only to the  compensation  and
benefits the  Executive has earned or accrued  through the date of  termination.
Employer  may  appropriately  adjust  Executive's  duties  upon  notice  of such
termination.

         (b)  Termination  Upon Death.  This Agreement  shall terminate upon the
              -----------------------
Executive's  death. In the event this Agreement is terminated as a result of the
Executive's  death, the Employer shall continue payments of the Executive's Base
Salary and payments  related to Executive's  participation  in the Benefit Plans
which  would  have  otherwise  been due for a period  of 90 days  following  the
Executive's death to the Executive's estate or designated beneficiaries.

         (c) Termination Upon Disability.  Termination of Executive's employment
             ---------------------------
based on  "Disability"  shall be  construed  to comply with  Section 409A of the
Internal  Revenue Code and shall be deemed to have occurred if: (i) Executive is
unable to engage in any substantial  gainful activity by reason of any medically
determinable  physical  or mental  impairment  that can be expected to result in
death,  or last for a  continuous  period  of not less than 12  months;  (ii) by
reason of any medically  determinable  physical or mental impairment that can be
expected to result in death, or last for a continuous period of not less than 12
months,  Executive is receiving income replacement  benefits for a period of not
less than three months under an accident and health plan  covering  employees of
the Bank or the Company; or (iii) Executive is determined to be totally disabled
by the Social Security Administration.

<PAGE>

         The  Employer  may  terminate  this  Agreement  upon  the   Executive's
Disability. Once the Executive is determined to be Disabled, the Executive shall
be entitled to 100% of the  Executive's  Base Salary and  continued  non-taxable
benefits  under  the  Benefit  Plans  for  a  period  of  26  consecutive  weeks
immediately  following  the date on which  the  Executive  is  determined  to be
Disabled, reduced by any other Employer-provided benefits to which the Executive
may be entitled with respect to such Disability (including,  but not limited to,
benefits  provided under any disability  insurance  policy or program,  worker's
compensation  law, or any other benefit program or arrangement).  Any payment of
Base Salary shall be made in accordance  with the regular  payroll  practices of
the Bank.

         (d) Termination  for Cause.  The Employer may terminate the Executive's
             ----------------------
employment for Cause by written  notice to the  Executive.  For purposes of this
Agreement,   "Cause"  shall  mean  the  Executive's  (1)  personal   dishonesty,
incompetence,  or willful  misconduct;  (2) breach of fiduciary  duty  involving
personal profit or intentional  failure to perform  material stated duties;  (3)
willful violation of any law, rule, or regulation (other than traffic violations
or similar  offenses);  (4) being a specific subject of a final cease and desist
order from,  written  agreement  with, or other order or  supervisory  direction
from, any federal or state regulatory authority; or (5) conviction or indictment
of Executive for a felony or any misdemeanor involving moral turpitude,  deceit,
dishonesty or fraud. In determining incompetence, the acts or omissions shall be
measured against standards  generally  prevailing in the financial  institutions
industry;  provided,  it shall be the burden of the  Employer to  establish  the
alleged  acts and  omissions  and the  prevailing  nature of the  standards  the
Employer shall have alleged are violated by such acts and/or omissions.

         Notwithstanding  any other term or provision  of this  Agreement to the
contrary,  if the Executive's  employment is terminated for Cause, the Executive
shall forfeit all rights to payments and benefits otherwise provided pursuant to
this Agreement;  provided,  however,  that Base Salary shall be paid through the
date of termination.

         (e)  Termination   Without  Cause.   The  Employer  may  terminate  the
              ----------------------------
Executive's  employment  for reasons other than Cause upon not less than 60 days
prior to when written notice is delivered to the  Executive,  in which event the
Employer  shall (i) pay to the  Executive  within 30 days  following the date of
termination  a lump sum  payment  equal to (i) the unpaid Base Salary that would
have been paid to or earned by the Executive pursuant to this Agreement,  if the
Executive had remained  employed under the terms of this  Agreement  through the
end of the  Employment  Term, or for a period of 6 months  following the date of
termination,  whichever period is longer; and (ii) a cash bonus payment equal to
the estimated amount necessary for the Executive to use the after-tax portion of
said payment to pay the  premiums of the  Executive's  supplemental  benefits as
provided in Exhibit A for a period of 18 months following the termination  date.
In addition,  the Employer shall provide  continued life insurance  coverage and
non-taxable  medical and dental  insurance  coverage at  substantially  the same
levels that existed prior to the termination for a period of 18 months following
the  termination  date.  If the Executive  terminates  his  employment  with the
Employer during the Employment  Term for "Good Reason"  (defined in Section 4(d)
below),  other than  following a Change of Control,  such  termination  shall be
deemed to have been a termination by the Employer of the Executive's  employment
without Cause.

<PAGE>

         Notwithstanding the foregoing,  if Executive's employment ends prior to
May 31, 2011 for reasons other than Cause and under  circumstances that entitled
the Executive to payments and benefits  under  paragraph  4(a) of this Agreement
(regarding a "Change of  Control"),  then amounts that may be payable under this
paragraph  3(e) shall be reduced by payments  made to Employee  under  paragraph
4(a).

         (f) Change of Control.  If the  Executive's  employment by the Employer
             -----------------
shall cease for any reason other than Cause,  death or  disability of Executive,
or  termination  for Good Reason by Executive  within six months prior to, or 12
months  following,  a Change of Control that occurs during the Employment  Term,
the  provisions  of  paragraph 4 below shall apply even if the  Employment  Term
under this Agreement has expired.

         (g)  Resignation.   Effective  upon  the  Executive's   termination  of
              -----------
employment for any reason, the Executive hereby resigns from any and all offices
and positions  (including  any director  positions)  related to the  Executive's
employment  with the Employer and any  subsidiaries or affiliates  thereof,  and
held by the Executive at the time of termination.

         (h)  Regulatory  Limits.  Notwithstanding  any other  provision in this
              ------------------
Agreement,  (i) the Employer may  terminate  or suspend this  Agreement  and the
employment of the Executive  hereunder,  as if such  termination  were for Cause
under Section 3(d) hereof, to the extent required by applicable Federal or state
law related to banking, deposit insurance or bank or savings institution holding
companies or by  regulations or orders issued by the Federal  Deposit  Insurance
Corporation  or any other  state or federal  banking  regulatory  agency  having
jurisdiction  over the Company or the Bank and (ii) no payment shall be required
to be made to or for the benefit of the  Executive  under this  Agreement to the
extent such payment is prohibited by applicable law,  regulation or order issued
by a banking agency or a court of competent jurisdiction; provided that it shall
be the Employer's burden to establish that any such action was so required.

<PAGE>

4.       Termination Following a Change of Control.

         (a) Subject to the limits set forth in Section  4(b),  in the event the
Employer  terminates  the  Executive's  employment for reasons other than Cause,
death or Disability of Executive,  or the Executive  terminates  employment with
Good Reason,  in either case within six months prior to, or 12 months  after,  a
Change of Control, the Employer shall, within 30 days following termination, (i)
pay to the  Executive  a lump sum cash  payment  equal to 2.99 times the average
annual  compensation  paid to the  Executive  by  Employer  and  included in the
Executive's  gross income for income tax purposes  during the five full calendar
years, or shorter period of employment, that immediately precede the year during
which the Change of Control  occurs,  and (ii) a cash bonus payment equal to the
estimated  amount  necessary for the  Executive to use the after-tax  portion of
said payment to pay the  premiums of the  Executive's  supplemental  benefits as
provided in Exhibit A for a period of 18 months following the termination  date.
In addition,  the Employer shall provide  continued life insurance  coverage and
non-taxable  medical and dental  insurance  coverage at  substantially  the same
levels that existed prior to the termination for a period of 18 months following
the termination date.


         (b)  Limitation.  Notwithstanding  anything  in this  Agreement  to the
              ----------
contrary,  in the event that the amount  payable to the  Executive  pursuant  to
Section 4(a) above,  when added to all other  amounts paid or to be paid to, and
the  value of all  property  received  or to be  received  by the  Executive  in
anticipation  of or  following  a Change of  Control,  whether  paid or received
pursuant to this  Agreement or otherwise  (such other amounts and property being
referred to herein as "Other Change in Control  Payments"),  would constitute an
excess  parachute  payment  within the meaning of Section  280G of the  Internal
Revenue Code of 1986, as amended (or any successor or renumbered section),  then
the amount payable  pursuant to Section 4(a) of this Agreement  shall be reduced
to the  maximum  amount  which,  when  added to such  Other  Change  in  Control
Payments,  would not constitute an excess parachute  payment.  The allocation of
any reduction required by this subparagraph among various payments shall be made
based on the  directions  of the  Executive,  provided,  however,  that if it is
determined  that such  directions by the Executive shall be in violation of Code
Section 409A, the allocation of the required reduction shall be pro-rata.

         (c) For purposes of this Agreement, a "Change of Control" shall mean:

                  (1)   Acquisition  of   Significant   Share   Ownership:   The
                        -------------------------------------------------
acquisition  by any  individual,  entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the  Securities  Exchange  Act of 1934,  as amended (the
"Exchange  Act")) (a "Person") of  beneficial  ownership  (within the meaning of
Rule 13d-3  promulgated  under the Exchange  Act) of 25% or more of the combined
voting power of the then outstanding  voting  securities of the Company entitled
to vote generally in the election of directors (the "Outstanding  Company Voting
Securities");  provided,  however, that for purposes of this subsection (1), the
following  acquisitions  shall  not  constitute  a Change  of  Control:  (i) any
acquisition  directly  from the  Company  or  Oneida  Financial,  MHC,  (ii) any
acquisition by the Company or Oneida  Financial,  MHC, (iii) any  acquisition by
any employee  benefit plan (or related  trust)  sponsored or  maintained  by the
Company or Oneida Financial,  MHC, the Bank or any other corporation  controlled
by the  Company or Oneida

<PAGE>

Financial,  MHC, (iv) the  reorganization of Oneida Financial MHC to a converted
stock  entity,  or  (v)  any  acquisition  by  any  corporation  pursuant  to  a
transaction that complies with clauses (i), (ii), and (iii) of subsection (3) of
this Section 4(c); or

                  (2) Change in Board  Composition:  Individuals  who, as of the
                      ----------------------------
date hereof,  constitute  the Board of Directors of the Company (the  "Incumbent
Board")  cease for any reason to constitute at least a majority of such Board of
Directors (the "Company Board"); provided, however, that any individual becoming
a director  subsequent  to the date hereof whose  election,  or  nomination  for
election by Company shareholders,  was approved by a vote of at least a majority
of the directors  then  comprising  the  Incumbent  Board shall be considered as
though such individual were a member of the Incumbent Board, but excluding,  for
this purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened  election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Company Board; or

                  (3) Merger with Third Party:  Consummation of  reorganization,
                      -----------------------
merger  or  consolidation  of the  Company  with  another  entity  (a  "Business
Combination"),   unless,  following  such  Business  Combination,   (i)  all  or
substantially all of the individuals and entities who were the beneficial owners
of the Outstanding Company Voting Securities  immediately prior to such Business
Combination beneficially own, directly or indirectly,  more than 50% of the then
outstanding  shares of common  stock and the  combined  voting power of the then
outstanding  voting  securities  entitled to vote  generally  in the election of
directors  of  the   corporation   resulting  from  such  Business   Combination
(including,  without  limitation,  a  corporation  which  as a  result  of  such
transaction owns the Company or all or substantially all of the Company's assets
either directly or through one or more  subsidiaries) in substantially  the same
proportions as their ownership,  immediately prior to such Business Combination,
(ii)  no  Person  (excluding  any  corporation   resulting  from  such  Business
Combination or any employee benefit plan (or related trust) of the Company,  the
Bank, such corporation resulting from such Business Combination or a corporation
controlled by any of them)  beneficially  owns,  directly or indirectly,  25% or
more of the then outstanding shares of common stock of the corporation resulting
from  such  Business  Combination  or the  combined  voting  power  of the  then
outstanding voting securities of such corporation except to the extent that such
ownership  existed  prior  to the  Business  Combination  and  (iii)  at least a
majority of the members of the board of directors of the  corporation  resulting
from such Business  Combination  were members of the Incumbent Board at the time
of  the  execution  of  the  initial  agreement,  providing  for  such  Business
Combination; or

                  (4) Sale of  Assets:  The  Company  sells or deposes of all or
                      ---------------
substantially all of its assets to a third party.

         (d) "Good  Reason"  shall  mean the  Executive's  resignation  from the
Bank's employ upon any of the following, unless consented to by Executive:

                  (1) failure to appoint  Executive to the position set forth in
Section  1,  or  a  material  change  in  Executive's   function,   duties,   or
responsibilities, which change would cause Executive's position to become one of
lesser   responsibility,   importance,   or   scope   from  the   position   and
responsibilities  described in Section 1, to which  Executive  has not agreed in
writing

<PAGE>

(and any such  material  change  shall be  deemed a  continuing  breach  of this
Agreement by the Bank);

                  (2) a relocation of Executive's  principal place of employment
to a  location  that is more  than 25 miles  from  the  location  of the  Bank's
principal executive offices as of the date of this Agreement;

                  (3) a material  reduction  in the  benefits  and  perquisites,
including  Base  Salary,  to  Executive  from  those  being  provided  as of the
Effective  Date (except for any reduction  that is part of a reduction in pay or
benefits that is generally applicable to officers or employees of the Bank);

                  (4) a liquidation or dissolution of the Company or the Bank;

                  (7) a material breach of  this Agreement by the Company or the
Bank.

         Upon the  occurrence of any event  described in clauses (1) through (5)
above,  the Executive  shall have the right to elect to terminate his employment
under this Agreement by resignation  within a reasonable  period of time (not to
exceed ninety (90) days) after the event giving rise to the right to elect.  The
Bank shall have at least 30 days to remedy  any  condition  set forth in clauses
(1)  through  (5) above,  provided,  however the Bank shall be entitled to waive
such period and make an  immediate  payment in  accordance  with the  applicable
section of this Agreement.

5.       Covenants.

         (a) Confidentiality. The Executive shall not, without the prior written
             ---------------
consent  of  the  Employer,  disclose  or  use in any  way,  either  during  the
Employment  Term  or  thereafter,  except  as  required  in  the  course  of his
employment by Employer,  any confidential  business or technical  information or
trade  secret  acquired  in the  course  of the  Executive's  employment  by the
Employer.  The Executive  acknowledges  and agrees that it would be difficult to
fully  compensate  the  Employer  for  damages  resulting  from  the  breach  or
threatened breach of the foregoing provision and, accordingly, that the Employer
shall be entitled to temporary preliminary injunctions and permanent injunctions
to enforce such  provision.  This  provision  with respect to injunctive  relief
shall not, however,  diminish the Employer's right to claim and recover damages.
The Executive  covenants to use his best efforts to prevent the  publication  or
disclosure of any trade secret or any  confidential  information  concerning the
business  or finances of  Employer  or  Employer's  affiliates,  or any of their
dealings, transactions or affairs which may come to the Executive's knowledge in
the pursuance of his duties or employment.

         (b) No  Competition.  The  Executive's  employment  is  subject  to the
             ---------------
condition that during the term of his  employment  hereunder and for a period of
24 months following the date his employment ceases for any reason, the Executive
(i) shall  not,  directly  or  indirectly,  own,  manage,  operate,  control  or
participate  in the  ownership,  management,  operation  or  control  of,  or be
connected as an officer,  employee,  partner,  director,  individual proprietor,
lender,  consultant or otherwise with, or have any financial interest in, or aid
or assist anyone else in the conduct of, any entity or business (a  "Competitive
Operation")  which  competes in the banking  industry or with any other business
conducted by the Employer or by any group, affiliate,  division or

<PAGE>

subsidiary of the Employer,  in Madison,  Oneida or Onondaga  County,  (ii) will
refrain from directly or indirectly employing,  attempting to employ, recruiting
or otherwise soliciting,  inducing or influencing any person to leave employment
with the Employer;  and (iii) will refrain from  soliciting or  encouraging  any
customer to terminate or otherwise  modify  adversely its business  relationship
with the  Employer.  The  Executive  shall fully  advise the  Employer as to any
activity,  interest,  or investment  the Executive may be involved in that might
violate the terms of this paragraph upon the request of Employer.

         (c)  Termination  of Payments.  Upon the breach by the Executive of any
              ------------------------
covenant under this Section 5, the Employer may terminate, offset and/or recover
from  the  Executive  immediately  any and all  benefits  paid to the  Executive
pursuant to this Agreement,  in addition to any and all other remedies available
to the Employer under the law or in equity.

         (d)  Modification.  Although  the  parties  consider  the  restrictions
              ------------
contained in this Section 5 reasonable as to protected business,  duration,  and
geographic  area,  in the event that any court of competent  jurisdiction  deems
them to be  unreasonable,  then such  restrictions  shall apply to the  broadest
business,  longest period, and largest geographic territory as may be considered
reasonable by such court, and this Section 5, as so amended, shall be enforced.

         (e) Other  Agreements.  The  Executive  represents  and  warrants  that
             -----------------
neither  the  Executive's  employment  with  the  Employer  nor the  Executive's
performance  of his  obligations  hereunder  will  conflict  with or violate the
Executive's  obligations  under  the  terms  of any  agreement  with a  previous
employer or other party including agreements to refrain from competing, directly
or indirectly, with the business of such previous employer or any other party.

6.       Miscellaneous.

         (a)   Withholding.   The  Employer   shall  deduct  and  withhold  from
               -----------
compensation and benefits provided under this Agreement all necessary income and
employment taxes and any other similar sums required by law to be withheld.

         (b) Rules,  Regulations and Policies.  The Executive shall use his best
             --------------------------------
efforts to abide by and comply with all of the rules, regulations,  and policies
of the Employer,  including  without  limitation the Employer's policy of strict
adherence to, and  compliance  with,  any and all  requirements  of the banking,
securities, and antitrust laws and regulations.

         (c) Return of  Employer's  Property.  After the  Executive has received
             -------------------------------
notice of termination  or at the end of his period of employment  with Employer,
whichever first occurs,  the Executive shall immediately  return to Employer all
documents and other property in his possession belonging to Employer.

         (d)  Construction  and  Severability.  The invalidity of anyone or more
              -------------------------------
provisions  of this  Agreement  or any part  thereof,  all of which are inserted
conditionally  upon their being valid in law,  shall not affect the  validity of
any  other  provisions  to this  Agreement;  and in the  event  that one or more
provisions  contained  herein  shall be  invalid,  as  determined  by a court of

<PAGE>

competent  jurisdiction,  this  Agreement  shall be construed as if such invalid
provisions had not been inserted.

         (e) Governing Law. This Agreement  shall be governed by the laws of the
             -------------
United States,  where applicable,  and otherwise by the laws of the State of New
York other than the choice of law rules thereof.

         (f) Assignability and Successors. This Agreement may not be assigned by
             ----------------------------
the Executive or the Employer,  except that this Agreement shall be binding upon
and shall inure to the benefit of the successor of the Employer  through  merger
or corporate  reorganization  including the  successor to the Company  resulting
from any reorganization of Oneida Financial, MHC to a stock entity.

         (g) Jurisdiction and Venue. The jurisdiction of any proceeding  between
             ----------------------
the parties  arising out of, or with  respect to, this  Agreement  shall be in a
court of competent jurisdiction in New York State, and venue shall be in Madison
or Onondaga County. Each party shall be subject to the personal  jurisdiction of
the courts of New York State.

         (h) Arbitration of Disputes. Any controversy or claim arising out of or
             -----------------------
relating to this Agreement or the breach thereof or otherwise arising out of the
Executive's employment or the termination of that employment (including, without
limitation,  any claims of unlawful employment  discrimination  whether based on
age or otherwise)  shall, to the fullest extent  permitted by law, be settled by
arbitration  in any forum and form agreed upon by the parties or, in the absence
of such an agreement, under the auspices of the American Arbitration Association
("AAA")  in  Syracuse,  New  York in  accordance  with  the  rules  of the  AAA,
including,  but not  limited  to,  the rules and  procedures  applicable  to the
selection of arbitrators. Judgment upon the award rendered by the arbitrator may
be  entered  in any  court  having  jurisdiction  thereof.  Notwithstanding  the
foregoing,  this Section  shall not preclude  either party from pursuing a court
action for the sole  purpose of  obtaining  a temporary  restraining  order or a
preliminary  injunction in  circumstances  in which such relief is  appropriate;
provided  that  any  other  relief  shall  be  pursued  through  an  arbitration
proceeding pursuant to this Section.

         (i) Entire Agreement;  Amendment. This Agreement constitutes the entire
             ----------------------------
understanding  and  Agreement  between the parties  with  respect to the subject
matter hereof and shall supersede all prior understandings and agreements.  This
Agreement cannot be amended, modified, or supplemented in any respect, except by
a subsequent written agreement entered into by the parties hereto.

         (j)  Separation  from  Service.  Notwithstanding  anything else in this
              -------------------------
Agreement,  the  Executive's  employment  shall  not  be  deemed  to  have  been
terminated  under this Agreement unless and until the Executive has a Separation
from Service within the meaning of Section 409A of the Internal  Revenue Code of
1986, as amended (the  "Code").  For purposes of this  Agreement,  a "Separation
from Service"  shall have occurred if the Employer and the Executive  reasonably
anticipate  that either no further  services  will be performed by the Executive
after the date of the  termination  (whether as an employee or as an independent
contractor)  or the level of further  services  performed will not exceed 49% of
the  average  level  of  bona  fide  services  in  the

<PAGE>

thirty-six (36) months immediately  preceding the termination.  For all purposes
hereunder,  the  definition  of  Separation  from Service  shall be  interpreted
consistent with Treasury Regulation Section 1.409A-1(h)(1)(ii).



<PAGE>


         IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.

                                         THE ONEIDA SAVINGS BANK


                                         By: /s/ Rodney D. Kent
                                             ----------------------------------
                                             Rodney D. Kent
                                             Chairman of the Executive Committee


                                         By: /s/ Patricia D. Caprio
                                             ----------------------------------
                                             Patricia D. Caprio
                                             Chairman of Compensation Committee

                                         ONEIDA FINANCIAL CORP.


                                         By: /s/ Richard B. Myers
                                             ----------------------------------
                                             Richard B. Myers
                                             Chairman


                                         By: /s/ Patricia D. Caprio
                                             ----------------------------------
                                             Patricia D. Caprio
                                             Chairman of Compensation Committee

                                         EXECUTIVE:


                                             /s/ Thomas H. Dixon
                                         -------------------------------------
                                             Thomas H. Dixon


<PAGE>


                                                                       Exhibit A
                                                                       ---------


                              SUPPLEMENTAL BENEFITS

In accordance with Section 2(c) of the Employment Agreement,  dated June 1, 2009
between Thomas H. Dixon, The Oneida Savings Bank and Oneida Financial Corp. (the
"Employment  Agreement"),   this  Exhibit  contains  the  exclusive  listing  of
supplemental  benefits  which the  Executive  is  entitled to in addition to the
compensation and benefits expressly referenced in the Employment Agreement. This
Exhibit  may be  amended  from  time-to-time  upon the mutual  agreement  of the
Executive and the Compensation Committee and Board of Directors of Employer.


5.       Supplemental  Life  Insurance - The Company will provide the  Executive
         with  additional  term life  insurance to supplement the group coverage
         provided to all employees of the Company, the cost of this policy to be
         paid by the Company  with the  Executive  responsible  for the personal
         income tax consequences of the additional benefit. The Company provides
         a group plan with a death  benefit  equal to three and  one-half  times
         Base Salary with a maximum benefit of $300,000.00.  The additional term
         life  insurance  provided  under this  agreement is a supplement to the
         group  term life  insurance  provided  to all  employees  to provide an
         overall benefit to the Executive equal to three and one-half times Base
         Salary without a benefit cap.

6.       Supplemental  Long-Term Disability Insurance - The Company will provide
         the Executive  with a long-term  disability  policy to  supplement  the
         group  coverage  provided to all  employees of the  Company.  The group
         coverage  provides a benefit  equal to two-thirds of Base Salary with a
         maximum  benefit of $6,000.00  per month.  The  supplemental  long-term
         disability  insurance  will wrap the current group policy to provide an
         overall  benefit to the  Executive  equal to  two-thirds of Base Salary
         without  a  benefit  cap.  The cost of this  benefit  to be paid by the
         Company.



</TEXT>
</DOCUMENT>
