Greene County Bancorp Inc – ‘8-K’ for 11/26/08

On:  Wednesday, 12/3/08, at 4:12pm ET   ·   For:  11/26/08   ·   Accession #:  943374-8-1923   ·   File #:  0-25165

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Form 8-K (December 3 2008)                             4     15K 
 3: EX-10.1     Employment Agreement - Form 8-K (12 03 08)            12     44K 
 2: EX-10.2     Addendum Employment Agreement - Gibson (Form 8-K       3     14K 
                          12 3 08)                                               
 4: EX-10.3     Form 8-K Addendum Employment Agreement - Plummer       3     14K 

8-K   —   Form 8-K (December 3 2008)
Document Table of Contents

8-K
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 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 26, 2008
                                                    ------------------

 GREENE COUNTY BANCORP, INC.
 ---------------------------
(Exact name of Registrant as specified in its charter)

Federal                        0-25165                 14-1809721     
--------                       -------                 ----------     
(State or Other Jurisdiction      (Commission            (I.R.S. Employer     
  of Incorporation)                File Number)          Identification No.)

 302 Main Street, Catskill, NY 12414
 -----------------------------------
(Address of principal executive offices)

(518)-943-2600
--------------
Registrant's telephone number, including area code

Not Applicable
--------------
 (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:                                                           

|_|  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))                                    

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Item 5.02.  Departure of Directors or Certain  Officers;  Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 

(e) Employment Agreements.  On November 26, 2008, The Bank of Greene County (the
"Bank"),  a  wholly-owned   subsidiary  of  Greene  County  Bancorp,  Inc.  (the
"Company"),  entered into an employment agreement (the "Agreement") with Stephen
E.  Nelson,  Senior  Vice  President  and  Chief  Lending  Officer  of the Bank,
effective  July 1, 2008.  The Company also  executed the  Agreement for the sole
purpose of guaranteeing the Bank's financial performance.                       

     The Agreement  provides for a base salary of $112,500 per year. The term of
the Agreement is 24 months from July 1, 2008.  Commencing  on July 1, 2009,  and
continuing  on  each  July  1  thereafter,  the  Agreement  shall  renew  for an
additional year such that the remaining term shall be two years,  unless written
notice is provided to the  executive at least ten days and not more than 60 days
prior to any such anniversary date that his employment shall cease at the end of
12 months  following  such  anniversary  date.  Prior to each notice  period for
non-renewal,  the  disinterested  members of the Board of  Directors of the Bank
will conduct a comprehensive  performance evaluation and review of the executive
for purposes of determining whether to extend the Agreement.                    

Under the Agreement,  the executive's base salary will be reviewed annually, and
the base  salary may be  increased  but not  decreased.  In addition to the base
salary,  the executive  will be provided all such other benefits as are provided
uniformly to permanent  full-time employees of the Bank. The executive will also
be entitled to incentive compensation and bonuses as provided in any plan of the
Bank in which the executive is eligible to participate.                         

The Agreement provides for termination by the Bank for cause at any time. If the
Agreement  is  terminated  for  cause,   the  executive  will  not  receive  any
compensation  or other  benefits from the Bank or the Company.  In the event the
executive's  employment  is terminated by the Bank for any reason other than for
cause,  disability or retirement,  or if the executive  voluntarily resigns from
his employment upon,  among other things,  failure to reappoint the executive to
his office, a material diminution of the executive's  duties,  relocation of his
place of  employment  by more than 30 miles or a breach of the  Agreement by the
Bank,  then the Bank will be obligated to pay to the  executive a lump sum equal
to his then  current  base  salary.  The  executive  will  also be  entitled  to
continued  life  insurance and  non-taxable  medical and dental  coverage for 12
months  following  termination.  If the payments to be made to the executive are
determined  to constitute  an "excess  parachute  payment," the amounts would be
reduced to avoid this result.                                                   

In the event the executive  retires,  he will be entitled to any vested benefits
under any retirement  plan of the Bank. The Agreement  provides that,  following
termination  of the  executive's  employment  as a result  of which  the Bank is
paying the executive  termination benefits (other than termination upon a change
in control),  the  executive  will not compete with the Bank for a period of one
year in any city or  county  in which  the Bank has an  office  or has  filed an
application  for  regulatory  approval to  establish  an office.                

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     The foregoing  description of the Agreement is qualified in its entirety by
reference  to the  Agreement  that is  attached  hereto as Exhibit  10.1 of this
Current Report, and is incorporated by reference into this Item 5.02.           

Addenda to Employment Agreements. On November 26, 2008, the Bank and the Company
adopted  Addenda to the Employment  Agreements for Donald E. Gibson and Michelle
M.  Plummer to comply with  Internal  Revenue  Code  Section  409A and the final
regulations  issued  thereunder.  The  foregoing  description  of the Addenda is
qualified in its  entirety by reference to the Addenda that are attached  hereto
as Exhibit 10.2 and Exhibit 10.3 of this Current Report, and are incorporated by
reference into this Item 5.02.                                                  

Item 9.01. Financial Statements and Exhibits.                                   

(a) Financial Statements of Businesses Acquired: None                 

(b) Pro Forma Financial Information: None                             

(c) Shell company transactions: None                                  

(d) Exhibits:                                                         

Exhibit Number                Description                     
--------------                -----------                     

Exhibit 10.1                  Employment Agreement for        
                   Stephen E. Nelson
    Exhibit 10.2                  Addendum to Employment Agreement for
                  Donald E. Gibson
    Exhibit 10.3                  Addendum to Employment Agreement for
                     Michelle M. Plummer

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SIGNATURES

     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: December 2, 2008                  By:    /s/ Donald E. Gibson             
                                          ----------------------------

                                              (Duly Authorized Representative)

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		7/1/09		2
Filed on:		12/3/08							4
		12/2/08		4
For Period End:		11/26/08		1		3
		7/1/08		2
									List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/08/23  Greene County Bancorp Inc.        10-K        6/30/23  117:18M                                    Broadridge Fin’l So… Inc
 9/09/22  Greene County Bancorp Inc.        10-K        6/30/22  117:18M                                    Broadridge Fin’l So… Inc
 9/13/21  Greene County Bancorp Inc.        10-K        6/30/21  110:17M                                    Broadridge Fin’l So… Inc
 9/11/20  Greene County Bancorp Inc.        10-K        6/30/20  116:17M                                    Broadridge Fin’l So… Inc