Cortland Bancorp (OTCMKTS:CLDB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Cortland Bancorp (OTCMKTS:CLDB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item5.02(e)

Compensatory Arrangements of Certain
Officers

Awards granted under the 2015 Omnibus Equity
Plan
. On March28, 2017, the Compensation Committee of
Cortland Bancorps board of directors awarded 2,219 shares of
restricted stock to President and CEO James M. Gasior, 2,091
shares to Executive Vice President and COO Timothy Carney, 1,384
shares to Senior Vice President and Chief Lending Officer Stanley
P. Feret, and 1,421 shares to Senior Vice President and Chief
Financial Officer David J. Lucido. Awarded under the 2015 Omnibus
Equity Plan, the shares vest in equal thirds on the first three
anniversaries of the award date if the executive remains employed
with Cortland Bancorp, but the awards will be fully vested if a
change in control occurs.

The Compensation Committee has the authority each plan year to
determine eligible employees, award type, and performance
criteria. The Plan may be terminated by the board of directors at
any time. The form of restricted stock award agreement was
previously filed as Exhibit 10.36.3 to Cortland Bancorps Form
10-Q for the quarter ended June30, 2015, filed with the SEC on
August11, 2015, and is incorporated herein by reference.

Item8.01 Other Events

On March28, 2017, Cortland Bancorps Board of Directors awarded
each director other than Chairman Timothy K. Woofter 164 shares
of fully vested stock.The price of the stock on the grant date
was $18.25 per share.Chairman Timothy K. Woofter received 180
shares of fully vested stock.

Item9.01(d) Exhibit
10.36.3 Form of Restricted Stock Award Agreement, incorporated by
reference to Exhibit 10.36.3 of the Form 10-Q for the quarter
ended June30, 2015, filed with the SEC on August11, 2015


About Cortland Bancorp (OTCMKTS:CLDB)

Cortland Bancorp is a bank holding company. The Company’s principal activity is to own, manage and supervise The Cortland Savings and Banking Company (Cortland Banks or the Bank). The Company operates through the commercial banking segment. The Bank is a state chartered bank engaged in commercial and retail banking. The Bank’s services include checking accounts, savings accounts, time deposit accounts, commercial, mortgage and installment loans, night depository, automated teller services, safe deposit boxes and other miscellaneous services. The Bank provides brokerage and investment services through an arrangement with Investment Professionals, Inc. Under this arrangement, financial advisors offer customers a range of investment products and services, such as estate planning, annuities, life insurance, fixed income, and equity securities and equity research and recommendations. The Bank, through Investment Professionals, Inc., also offers asset management services to customers.

Cortland Bancorp (OTCMKTS:CLDB) Recent Trading Information

Cortland Bancorp (OTCMKTS:CLDB) closed its last trading session down -0.04 at 17.86 with 2,922 shares trading hands.

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