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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
February
13, 2024
Date
of Report (Date of earliest event reported)
Muncy
Columbia Financial Corporation
(Exact
name of registrant as specified in its charter)
Pennsylvania |
000-19028 |
23-2254643 |
(State
or other jurisdiction of
incorporation) |
(Commission
File
Number) |
(I.R.S.
Employer
Identification
No.) |
232
East Street
Bloomsburg,
PA 17815
(Address
of principal executive offices)
570-784-4400
(Registrant’s
telephone number, including area code)
N/A
(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))
Securities
registered pursuant to Section 12(b) of the Exchange Act:
Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
None |
|
None |
|
None |
Indicated
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
ITEM
5.02 Departure of Directors or Certain Officers; Election of Directors: Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(b)
Effective February 13, 2024, in accordance with the terms and conditions of their respective Shareholder Voting Agreements dated April
17, 2023 entered into with CCFNB Bancorp, Inc. (“CCFNB”) and Muncy Bank Financial, Inc. (“MBF”) in connection
with the merger of MBF with and into CCFNB (in connection with the merger CCFNB changed its name to Muncy Columbia Financial Corporation),
the following directors resigned from the boards of directors of Muncy Columbia Financial Corporation (the “Company”) and
its wholly-owned subsidiary Journey Bank:
Robert
M. Brewington, Jr., Russell S. Cotner, Joanne I. Keenan, Andrew B. Pruden, Robert Rabb and David Wallis
Each
such person, in accordance with the terms and conditions of their respective Shareholder Voting Agreements, was appointed by the board
of directors of Journey Bank to the Journey Bank Advisory Board for terms of three (3) years each, and will receive compensation for
such service at the rate of $25,000 per year.
(e)
On February 13, 2024, Muncy Columbia Financial Corporation (the "Company"), and its wholly-owned subsidiary, Journey Bank (the
"Bank"), appointed Lance O. Diehl as President and Chief Executive Officer of both the Company and Journey Bank, and appointed
Robert J. Glunk as Executive Chairman of both the Company and Journey Bank. Mr. Diehl had been serving as Chairman, President and Chief
Executive Officer of the Company and Executive Chairman of Journey Bank, and Mr. Glunk had been serving as Senior Executive Vice President
and Chief Operating Officer of the Company and President and Chief Executive Officer of Journey Bank, since the November 11, 2023 effective
date of the mergers of Muncy Bank Financial, Inc. with and into CCFNB Bancorp, Inc., and The Muncy Bank and Trust Company with and into
First Columbia Bank & Trust Co. (the "Mergers"). In connection with the Mergers, CCFNB Bancorp, Inc. changed its name to
Muncy Columbia Financial Corporation and First Columbia Bank & Trust Co. changed its name to Journey Bank.
In
connection with the changes in officer positions, the Company and Journey Bank entered into Amended and Restated Employment Agreements
dated February 13, 2024 with Mr. Diehl and Mr. Glunk. In addition, Journey Bank entered into a Third Amendment to Supplemental Executive
Retirement Plan dated February 13, 2024 with Mr. Glunk. The Amended and Restated Employment Agreements and Third Amendment to Supplemental
Executive Retirement Plan were approved by the boards of directors of the Company and the Bank on February 13, 2024. A description of
the Amended and Restated Retirement Agreements and Third Amendment to Supplemental Executive Retirement Plan is set forth below.
Mr.
Diehl’s Amended and Restated Employment Agreement. Mr. Diehl’s Amended and Restated Employment Agreement provides for
Mr. Diehl to be employed as President and Chief Executive Officer of the Company and Journey Bank and for an initial annual salary of
$390,000, which is his current annual salary.
Mr.
Diehl’s Amended and Restated Employment Agreement further provides for an employment period beginning on February 13, 2024 (the
"Effective Date") and ending on March 14, 2027 (the "Employment Period"), provided that the Employment Period is
to automatically renew on March 15, 2027 and each successive annual anniversary thereof for successive periods of one year each unless
either Mr. Diehl or the Company and/or Journey Bank shall give notice of nonrenewal to the other party at least ninety (90) days prior
to the applicable renewal date.
Mr.
Diehl's Amended and Restated Employment Agreement provides that he is to devote his full time, attention, ability and energies to the
business of the Corporation and Journey Bank during the Employment Period, provided that beginning on the one year anniversary of the
Effective Date, Mr. Diehl will be permitted to fulfill his duties on a part time basis consisting of not less than four (4) days or thirty-two
(32) hours per week, and beginning on the two year anniversary of the Effective Date, on a part time basis consisting of not less than
three (3) days and twenty-four (24) hours per week. Beginning on the one year anniversary of the Effective Date, Mr. Diehl's annual base
salary is to be reduced to eighty-five percent (85%) of the rate of his annual base salary in effect on the day immediately preceding
such one year anniversary, and to seventy percent (70%) of the annual rate of his annual base salary in effect on the day immediately
preceding the two year anniversary of the Effective Date.
Mr.
Diehl’s Amended and Restated Employment Agreement provides that the board of directors of Journey Bank may provide for the payment
of an annual bonus to Mr. Diehl, and that he shall be entitled to 5 weeks of paid annual vacation, which shall be reduced during part
time employment, beginning on the one year anniversary of the Effective Date to not less than 20 days, and beginning on the two year
anniversary of the Effective Date to not less than 15 days. Journey Bank will provide Mr. Diehl with the use of an automobile and the
Bank will be responsible for the costs of operation and maintenance, insurance, registration, fuel and oil. Mr. Diehl will be entitled
to participate in such stock based incentives as the board of directors may grant under any stock based incentive plans the Company may
establish. The Company does not currently have any stock based incentive plans. Mr. Diehl also will be entitled to participate in all
Journey Bank employee benefit plans, including, but not limited to, any pension plan, profit-sharing, savings plan, life insurance plan,
medical/health insurance plan, disability insurance plan and other health and welfare benefits as made available by Journey Bank to its
full time employees generally, subject to and on a basis consistent with the terms, conditions and overall administration of such plans
and arrangements, and provided that such participation does not violate any state or federal law, rule or regulation.
Following
a change in control of the Company or Journey Bank, if Mr. Diehl’s employment is involuntarily terminated other than for cause,
disability or death, or if Mr. Diehl terminates his employment for good reason, in either case within two years of the date of the change
in control, he will be entitled to receive a payment equal to 2.99 times the sum of his highest annual base salary and the highest cash
bonus paid to him in the prior three calendar years, and shall also be entitled to continue to participate in all employee benefits for
a period of 36 months, or if he is not permitted to participate in the plans, the Company will procure for him and pay for individual
health, life, medical and disability plans and benefits that are substantially equivalent. If such payments would exceed the safe harbor
payment amount provided by Section 4999 of the Internal Revenue Code, the payment would be reduced until the amount of the payment does
not exceed the greater of (i) the safe harbor amount or (ii) the greatest after-tax amount payable to him after taking into account any
excise tax imposed under Section 4999 on such payments. If Mr. Diehl’s employment is involuntarily terminated other than for cause
or if he terminates his employment for good reason and there has been no change in control, Mr. Diehl will be entitled to an amount equal
to two times his annual base salary and shall be entitled to participate in all employee benefits for a period of 24 months or, if he
is not permitted to participate in the plans, the Company will procure for him and pay for individual health, life, medical and disability
plans that are substantially equivalent.
Pursuant
to the terms of his Amended and Restated Employment Agreement, Mr. Diehl has agreed not to solicit the employees or customers of the
Company and its affiliates or to compete with the Company or its affiliates for 24 months after the termination of his employment for
any reason.
In
addition, Mr. Diehl’s Amended and Restated Employment Agreement provides that if at any time during the Employment Period his participation
in any Company health or medical plan is barred by its terms and conditions or by applicable law, or if his employment is terminated
upon the termination of the employment period on March 14, 2027, or if he terminates his employment without good reason at any time after
he has attained 60 years of age and, in each of the latter two cases he is not otherwise employed on any basis where he would be eligible
to receive health and medical insurance under such employer’s plans, Journey Bank will, upon written notice from Mr. Diehl, obtain
for a period of ten consecutive years and pay for individual insurance plans, policies or programs which would provide to Mr. Diehl and
his spouse, health and medical (including, but not limited to health, dental and vision) insurance coverage which is substantially identical
to the insurance coverage to which he otherwise would be entitled as an employee, and also will pay to Mr. Diehl (or to his spouse if
he would predecease his spouse) an annual gross-up payment with respect to each year during such ten consecutive year period in an amount
equal to the amount of U.S. federal, state and local income tax at the highest applicable marginal rate. Mr. Diehl’s death during
such ten consecutive year period will not affect his spouse’s right to the continuation of the benefit through the expiration of
the ten year period. Mr. Diehl and his spouse, however, shall be required to enroll with Medicare, if at any time during the ten year
period he or she shall attain age 65, in which case the costs for Part B, Part C and Part D shall be paid by Mr. Diehl or his spouse
and reimbursed by the Bank.
If
at any time Journey Bank would be required to provide employment benefits to Mr. Diehl in connection with an involuntary termination
without cause or for good reason, with or without a change in control, and Journey Bank already is providing health and medical benefits
for a period of ten consecutive years under the circumstances described in the preceding paragraph, Journey Bank’s obligation to
provide those benefits shall continue until the later expiration of the ten year period or the otherwise applicable 36 or 24 months.
Mr.
Glunk’s Amended and Restated Employment Agreement. Mr. Glunk’s Amended and Restated Employment Agreement provides for
Mr. Glunk to be employed as Executive Chairman of the Company and the Bank, and for an initial annual salary of $390,000, which is his
current annual salary.
Mr.
Glunk’s Amended and Restated Employment Agreement provides for an employment period of one year beginning February 13, 2024 and
ending on September 13, 2027 (the "Employment Period"), provided that the Employment Period is to automatically renew on September
14, 2027 and on each successive annual anniversary thereof for successive periods of one year each unless either Mr. Glunk or the Company
and/or Journey Bank shall give notice of nonrenewal to the other party at least ninety (90) days prior to the applicable renewal date.
Mr.
Glunk's Amended and Restated Employment Agreement provides that he is to devote his full time, attention, ability and energies to the
business of the Corporation and Journey Bank during the Employment Period, provided that beginning on the one year anniversary of the
Effective Date, Mr. Glunk will be permitted to fulfill his duties on a part time basis consisting of not less than four (4) days or thirty-two
(32) hours per week, and beginning on the two year anniversary of the Effective Date, on a part time basis consisting of not less than
three (3) days and twenty-four (24) hours per week. Beginning on the one year anniversary of the Effective Date, Mr. Glunk's annual base
salary is to be reduced to eighty percent (80%) of the rate of his annual base salary in effect on the day immediately preceding such
one year anniversary, and to sixty percent (60%) of the annual rate of his annual base salary in effect on the day immediately preceding
the two year anniversary of the Effective Date.
Mr.
Glunk's Amended and Restated Employment Agreement provides that the board of directors of the Bank may provide for the payment of an
annual bonus to Mr. Glunk and that he shall be entitled to 5 weeks of paid annual vacation, which shall be reduced during part time employment,
beginning on the one year anniversary of the Effective Date to not less than 20 days, and beginning on the two year anniversary of the
Effective Date to not less than 15 days. Mr. Glunk will be entitled to participate in such stock based incentives as the board of directors
may grant under any stock based incentive plans the Company may establish. The Company does not currently have any stock based incentive
plans. Mr. Glunk also will be entitled to participate in all Journey Bank employee benefit plans, including, but not limited to, any
pension plan, profit-sharing, savings plan, life insurance plan, medical/health insurance plan, disability insurance plan and other health
and welfare benefits as made available by Journey Bank to its full time employees generally, subject to and on a basis consistent with
the terms, conditions and overall administration of such plans and arrangements, and provided that such participation does not violate
any state or federal law, rule or regulation.
Following
a change in control of the Company or Journey Bank, if Mr. Glunk’s employment is involuntarily terminated other than for cause,
disability or death or if Mr. Glunk terminates his employment for good reason, in either case within two years of the date of the change
in control, he will be entitled to receive a payment equal to 2.99 times the sum of his highest annual base salary and the highest cash
bonus paid to him in the prior three calendar years, and shall also be entitled to continue to participate in all employee benefits for
a period of 36 months or, if he is not permitted to participate in the plans, the Company will procure for him and pay for individual
health, life, medical and disability plans and benefits that are substantially equivalent. If such payments would exceed the safe harbor
payment amount provided by Section 4999 of the Internal Revenue Code, the payment would be reduced until the amount of the payment does
not exceed the greater of (i) the safe harbor amount or (ii) the greatest after tax amount payable to him after taking into account any
excise tax imposed under Section 4999 on such payments. If Mr. Glunk’s employment is involuntarily terminated other than for cause
or if he terminates his employment for good reason and there has been no change in control, Mr. Glunk will be entitled to an amount equal
to two times his annual base salary and shall be entitled to participate in all employee benefits for a period of 24 months or, if he
is not permitted to participate in the plans, the Company will procure for him and pay for individual health, life, medical and disability
plans that are substantially equivalent.
Pursuant
to the terms of his Amended and Restated Employment Agreement, Mr. Glunk has agreed not to solicit the employees or customers of the
Company and its affiliates or to compete with the Company or its affiliates for 24 months after the termination of his employment for
any reason.
In
addition, Mr. Glunk's Amended and Restated Employment Agreement provides that if at any time during the Employment Period his participation
in any Company health or medical plan is barred by its terms and conditions or by applicable law, or if his employment is terminated
upon the termination of the employment period on September 13, 2027 or if he terminates his employment without good reason at any time
after he has attained 60 years of age and, in each of the latter two cases he is not otherwise employed on any basis where he would be
eligible to receive health and medical benefits under such employer's plans, Journey Bank will, upon written notice from Mr. Glunk, obtain
until September 13, 2029 and pay for individual insurance plans, policies or programs which would provide to Mr. Glunk and his spouse,
health and medical (including but not limited to health, dental and vision) insurance coverage which is substantially identical to the
insurance coverage to which he otherwise would be entitled as an employee, and also will pay to Mr. Glunk (or to his spouse if he would
predecease his spouse) an annual gross up payment with respect to each year during such period in an amount equal to the amount of U.S.
federal, state and local income tax at the highest marginal rate. Mr. Glunk's death during such period will not affect his spouse's right
to the continuation of the benefit through September 13, 2029.
If
at any time Journey Bank would be entitled to provide employment benefits to Mr. Glunk in connection with an involuntary termination
without cause or for good reason, with or without a change in control, and Journey Bank already is providing health and medical benefits
for a period to expire on September 13, 2029 under the circumstances described in the preceding paragraph, Journey Bank's obligation
to provide those benefits shall continue until the later expiration of the period ending September 13, 2029 or the otherwise applicable
36 or 24 months.
Mr.
Glunk's Third Amendment to Supplemental Executive Retirement Plan. In connection with the mergers, Journey Bank assumed the obligations
of The Muncy Bank and Trust Company under the Supplemental Executive Retirement Plan dated May 17, 2016, as amended (the “SERP”),
with Mr. Glunk. The SERP provides for an annual normal retirement benefit of $150,000 payable in equal monthly installments for fifteen
years, commencing on the first day of the month following the date of termination of Mr. Glunk's employment after he attains the normal
retirement age under the SERP. Pursuant to the Third Amendment, the normal retirement age under the SERP was amended from age 65 to age
63. In connection with the amendment of the normal retirement age, the Schedule A to the SERP also was amended to adjust the accrual
of the normal retirement benefit under the SERP to correspond to the amended normal retirement age.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a)
Not applicable
(b)
Not applicable
(c)
Not applicable
(d)
Exhibits.
| Exhibit
Number | Description |
| 104 | Cover
Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
SIGNATURE
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.
Date: February 14, 2024 |
Muncy Columbia Financial Corporation |
|
|
|
|
|
|
|
By: |
/s/ Jeffrey T. Arnold |
|
|
Name: |
Jeffrey
T. Arnold, CPA, CIA |
|
Title: |
Executive
Vice President & Treasurer |
Muncy Columbia Financial Corporation 8-K
Exhibit
10.1
AMENDED
AND RESTATED EMPLOYMENT AGREEMENT
THIS
AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made as of the 13th day of February, 2024 (the “Effective Date”), between
MUNCY COLUMBIA FINANCIAL CORPORATION, a Pennsylvania business corporation formerly named CCFNB Bancorp, Inc. (the “Corporation”),
JOURNEY BANK, a Pennsylvania banking institution formerly named First Columbia Bank & Trust Co. (the “Bank”) and
LANCE O. DIEHL (the “Executive”), an adult individual.
WITNESSETH:
WHEREAS,
the Bank is a wholly-owned subsidiary of the Corporation.
WHEREAS,
the Corporation, the Bank and the Executive are parties to that certain Amended and Restated Employment Agreement dated August 12, 2023,
as amended by that certain First Amendment to Amended and Restated Employment Agreement dated December 21, 2023 (together, the “Existing
Agreement”) providing for, among other things, the employment of the Executive as Chairman, President and Chief Executive Officer
of the Corporation and Executive Chairman of the Bank.
WHEREAS,
the Corporation, the Bank and the Executive desire to amend and restate the Existing Agreement in its entirety in order to provide for,
among other things, the employment of the Executive, upon the Effective Date, as President and Chief Executive Officer of the Corporation
and of the Bank.
AGREEMENT:
NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties hereto, intending to be legally
bound, agree as follows:
1.
Employment. Subject to Section 3, the Corporation and the Bank each hereby employ Executive and Executive hereby accepts
employment with the Corporation and the Bank, under the terms and conditions set forth in this Agreement.
2.
Duties of Executive. Executive shall perform and discharge well and faithfully such duties as an executive officer of the
Corporation and the Bank as may be assigned to Executive from time to time by the Board of Directors of the Corporation and/or the Bank.
Executive shall be employed as President and Chief Executive Officer of the Corporation and of the Bank and shall hold such other titles
as may be given to him from time to time by the Board of Directors of the Corporation or the Bank. Executive will report directly to
the Board of Directors of the Corporation and the Bank. During the Employment Period (as hereinafter defined), the Corporation shall
cause the Executive to be elected to the Board of Directors of the Bank and to nominate the Executive for election as a director on the
Board of Directors of the Corporation in connection with each election of directors of the Corporation where his term of office otherwise
would expire. Executive shall devote his full time, attention, ability and energies to the business of the Corporation and the Bank during
the Employment Period (as defined in Section 3(a) of this Agreement); provided, however, that (a) Executive shall be entitled
to fulfill his duties and responsibilities as President and Chief Executive Officer of the Corporation and of the Bank on a part time
basis consisting of not less than: (i) four (4) days per week, or thirty-two (32) hours per week, beginning on the one year anniversary
of the Effective Date; and (ii) three (3) days per week, or twenty-four (24) hours per week, beginning on the two (2) year anniversary
of the Effective Date; provided, however, that at all times during the term of this Agreement, the Executive shall nevertheless otherwise
make himself available as may be necessary or appropriate in order to fulfill such duties and responsibilities; and (b) nothing
set forth in this Section 2 shall be construed as preventing Executive from (i) engaging in activities incident or necessary
to personal investments so long as no such investments exceed 5% of the outstanding shares of any publicly held company, (ii) acting
as a member of the Board of Directors of any non-profit association or corporation or as a member of the Board of Directors or Trustees
of any other such organization, with the prior written approval of a majority of the independent members of the Board of Directors of
the Bank, or (iii) being involved in any other activity with the prior written approval of a majority of the independent members
of the Board of Directors of the Bank. The Executive shall not engage in any business or commercial activities (including investment
in an existing or prospective customer), duties or pursuits which compete with the business or commercial activities of the Corporation
or the Bank, or their respective subsidiaries nor may the Executive serve as a director or officer or in any other capacity in a company
which competes with the Corporation, the Bank or their respective subsidiaries.
3.
Term of Agreement.
(a)
Employment Period. This Agreement shall be effective as of the Effective Date. The employment period (the “Employment Period”)
shall commence on the Effective Date and if not previously terminated pursuant to the terms of this Agreement, shall end on March 14,
2027 (the “Employment Period”); provided, however, that the Employment Period shall automatically renew on March 15, 2027
and on each successive annual anniversary thereof (each a "Renewal Date") for successive periods of one (1) year each, unless
Executive or the Corporation and/or the Bank shall give written notice of nonrenewal to the other party at least ninety (90) days prior
to the applicable Renewal Date, in which event this Agreement shall terminate at the end of the then current Employment Period.
(b)
Termination for Cause. Notwithstanding the provisions of Section 3(a) of this Agreement, this Agreement shall terminate automatically
for Cause (as defined herein and as determined by the Bank in its reasonable discretion) upon written notice from the Board of Directors
of the Corporation and/or the Bank to Executive. As used in this Agreement, “Cause” shall mean any of the following:
(i)
Executive’s conviction of or plea of guilty or nolo contendere to a felony, a crime of falsehood or a crime involving moral turpitude,
or the actual incarceration of Executive for a period of thirty (30) consecutive days or more;
(ii)
Executive’s failure to follow the good faith, lawful instructions of the Board of Directors of the Corporation and/or the Bank
following written notice of such instructions;
(iii)
Executive’s failure to substantially perform Executive’s duties to the Corporation or the Bank, other than a failure resulting
from Executive’s incapacity because of physical or mental illness, as provided in subsection (e) of this Section 3, which
failure results in injury to the Corporation or the Bank, monetarily or otherwise;
(iv)
Executive’s intentional violation of the provisions of this Agreement;
(v)
dishonesty or gross negligence of the Executive in the performance of his duties;
(vi)
conduct on the part of the Executive bringing public discredit to the Corporation or the Bank;
(vii)
Executive’s breach of fiduciary duty involving personal profit;
(viii)
Executive’s material violation of Corporation or Bank policies and procedures; and
(ix)
Executive’s violation of any law, rule or regulation governing Banks or Bank officers or any final cease and desist order issued
by a Bank regulatory authority, any of which materially jeopardizes the business of the Corporation or the Bank.
If
this Agreement is terminated for Cause, all of Executive’s rights under this Agreement shall cease as of the effective date of
such termination.
(c)
Termination for Good Reason. Notwithstanding the provisions of Section 3(a) of this Agreement, this Agreement shall terminate
automatically upon Executive’s voluntary termination of employment for Good Reason. The term “Good Reason” shall mean
any of the following without the Executive’s consent:
(i)
Any material reduction in title or a material reduction in the Executive’s responsibilities or authority which are inconsistent
with, or the assignment to the Executive of duties inconsistent with, the Executive’s status as Chief Executive Officer of the
Corporation;
(ii)
Any geographical reassignment of the Executive which, in the exercise of his reasonable discretion, necessitates that the Executive move
his principal residence more than fifty (50) miles from the headquarters of the Bank at 232 E Street, Bloomsburg PA, 17815 or requires
Executive to commute more than fifty (50) miles one way from the headquarters;
(iii)
Other than as explicitly set forth in Section 4(a), any material reduction in the Executive’s Annual Base Salary as in effect
on the date hereof or as the same may be increased from time to time; and
(iv)
Any other action or inaction that constitutes a material breach of this Agreement on the part of the Bank; provided, however,
that “Good Reason” shall not be deemed to exist unless:
(A)
the Executive has provided notice in writing (the “Notice of Termination”) to the Bank of the existence if one or more of
the conditions listed in (i) through (iv) above within 90 days after the initial occurrence of such condition or conditions;
(B)
such condition or conditions have not been cured by the Bank within 30 days after receipt of such Notice of Termination; and
(C)
the Executive actually terminates his employment with the Bank within 60 days after the Bank’s receipt of such Notice of Termination.
(d)
Death. Notwithstanding the provisions of Section 3(a) of this Agreement, this Agreement shall terminate automatically upon
Executive’s death and Executive’s rights under this Agreement shall cease as of the date of such termination, with the exception
of those rights which Executive may have under the Bank’s benefit plans.
(e)
Disability. Executive and Bank agree that if Executive becomes Disabled, within the meaning of Section 409A of the Internal
Revenue Code of 1986 as amended (the “Code”), and the regulations thereunder, and becomes eligible for employer-provided
short-term and/or long-term disability benefits, or worker’s compensation benefits, then the Bank’s obligation to pay Executive
his Annual Base Salary shall be reduced by the amount of the disability or worker’s compensation benefits received by Executive.
Executive
and Bank agree that if, in the judgment of the Bank’s Board of Directors, the Executive is unable, as a result of illness or injury,
to perform the essential functions of his position on a full-time basis with or without a reasonable accommodation and without posing
a direct threat to himself or others for a period of six months, the Bank will suffer an undue hardship in continuing the Executive’s
employment as set forth in this Agreement. Accordingly, this Agreement shall terminate at the end of the six-month period, and all of
Executive’s rights under this Agreement shall cease, with the exception of those rights which Executive may have under the Bank’s
benefit plans.
(f)
Resignation from Board of Directors. Executive agrees that in the event his employment under this Agreement is terminated for
Cause or otherwise involuntarily terminated, Executive’s service, if any, as a director of the Bank, the Corporation or any affiliate
or subsidiary thereof, shall immediately terminate and this Section 3(f) shall constitute a resignation notice for such purposes.
4.
Employment Period Compensation.
(a)
Annual Base Salary. For services performed by Executive under this Agreement, the Bank shall pay Executive an Annual Base Salary
during the Employment Period at the rate of Three Hundred Ninety Thousand Dollars ($390,000.00) per year, minus applicable withholdings
and deductions, payable at the same times as salaries are payable to other executive employees of the Bank. The Bank may, from time to
time, increase Executive’s Annual Base Salary, and any and all such increases shall be deemed to constitute amendments to this
Section 4(a) to reflect the increased amounts, effective as of the date established for such increases by the Board of Directors
of the Bank or any committee of such Board of Directors in the resolutions authorizing such increases. Notwithstanding the foregoing,
effective beginning on: (i) the one year anniversary of the Effective Date, the rate of Executive’s Annual Base Salary shall be
reduced to eighty-five percent (85%) of the rate of Executive’s Annual Base Salary in effect on the day immediately preceding such
one year anniversary of the Effective Date; and (ii) the two (2) year anniversary of the Effective Date, the rate of Executive’s
Annual Base Salary shall be reduced to seventy percent (70%) of the annualized rate of Executive’s Annual Base Salary in effect
on the day immediately preceding such two (2) year anniversary of the Effective Date.
(b)
Bonus. The Board of Directors of the Bank may provide for the payment of an annual bonus to the Executive as it deems appropriate
to provide incentive to the Executive and to reward the Executive for his performance. Such bonus may, but need not be, determined in
accordance with any incentive bonus programs for executive officers as approved by the Board of Directors. The payment of any such bonus
will not reduce or otherwise affect any other obligation of the Bank to the Executive provided for in this Agreement.
(c)
Vacation, Holidays, etc. During the term of this Agreement, Executive shall be entitled to not less than five (5) weeks paid annual
vacation in accordance with the policies as established from time to time by the Board of Directors of the Bank; provided, however, that
effective beginning with (i) the one year anniversary of the Effective Date, Executive’s paid annual vacation shall not be less
than twenty (20) days; and (ii) the two (2) year anniversary of the Effective Date, Executive’s paid annual vacation shall not
be less than fifteen (15) days. However, Executive shall not be entitled to receive any additional compensation from Bank for failure
to take a vacation, nor shall Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized
by the Board of Directors of the Bank. The Executive shall also be entitled to all paid holidays, sick days and personal days provided
by the Bank to its regular full-time employees and senior executive officers.
(d)
Automobile. During the term of this Agreement, the Bank shall provide the Executive with exclusive use of an automobile mutually
agreed upon by Executive and the Bank. The Bank shall be responsible and shall pay for all costs associated with the operation and maintenance
of such automobile, including, without limitation, insurance coverage, repairs, maintenance and other operating and incidental expenses,
including registration, fuel and oil. The use of said automobile will be limited to the Executive, the Executive’s spouse (if any),
authorized personnel of the Corporation or the Bank, or a designated driver in the event of any emergency.
(e)
Stock Based Incentives. During the term of this Agreement, Executive shall be entitled to such stock based incentives as may be
granted from time to time by the Board of Directors under the Corporation’s stock based incentive plans as the Corporation may
establish from time to time, if any, and as are consistent with the Executive’s responsibilities and performance.
(f)
Employee Benefit Plans. During the term of this Agreement, Executive shall be eligible to participate in or receive benefits under
all Bank employee benefit plans including, but not limited to, any pension plan, profit-sharing plan, savings plan, life insurance plan,
medical/health insurance plan, disability insurance plan and other health and welfare benefits as made available by the Bank to its full
time employees generally, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and
arrangements, and provided, further that such participation does not violate any state or federal law, rule or regulation. Notwithstanding
the foregoing, in the event at any time during the Employment Period, the Executive’s participation in any health or medical plan
is barred by the terms and conditions thereof or applicable law, the Bank shall, upon written notice from the Executive, obtain and pay
the entire premium for, on Executive’s behalf, for a period of ten (10) consecutive years, individual insurance plans, policies
or programs which provide to Executive and Executive’s spouse, health and medical (including, but not limited to health, dental
and vision) insurance coverage which is substantially identical to the insurance coverage to which Executive otherwise would be entitled
as a full time employee of the Bank and the Bank also will pay to the Executive (or to the Executive’s spouse in the event the
Executive predeceases his spouse) an annual cash payment (the “Gross-Up Payment”) with respect to each calendar year during
such ten (10) consecutive year period in an amount equal to the amount of U.S. federal, state and local income tax at the highest applicable
marginal rate for such calendar year that would be applicable to Executive’s (or his spouse’s) receipt of such benefit. Executive’s
death during the ten (10) consecutive year period in which such health and medical (including, but not limited to health, dental and
vision) insurance coverage benefit is to be provided shall not affect the Executive’s spouse’s right to the continuation
of such benefit through the expiration of such ten (10) year period. Notwithstanding the foregoing, Executive (and/or Executive’s
spouse, if applicable) shall be required to enroll with Medicare if at any time during such ten (10) year period he or she shall attain
age 65, in which case the costs for Part B, Part C and Part D shall be paid by the Executive (or spouse) and reimbursed by the Bank.
(g)
Business Expenses. During the term of this Agreement, Executive shall be entitled to receive prompt reimbursement for all reasonable
expenses incurred by him, which are properly accounted for, in accordance with the policies and procedures established by the Board of
Directors of the Bank for its executive officers.
5.
Termination of Employment Following Change of Control.
(a)
If a Change of Control (as defined in Section 5(b) of this Agreement) shall occur and if thereafter, during the period commencing
with the date of a Change of Control and ending on the second anniversary date of the Change of Control, there shall be:
(i)
any involuntary termination of Executive’s employment (other than for the reasons set forth in Section 3(b) of this Agreement);
or
(ii)
if Executive terminates his employment for “Good Reason” during the period commencing with the date of any “Change
of Control”, as defined herein, and ending on the second anniversary of the date of the Change of Control, by delivering a notice
in writing (the “Notice of Termination”) to the Bank, then, in either case, the provisions of Section 6 of this Agreement
shall apply.
(b)
As used in this Agreement, “Change of Control” shall mean: a Change in the Ownership of the Corporation or the Bank, (as
defined below), a Change in the Effective Control of the Corporation or the Bank (as defined below), or a Change in the Ownership of
a Substantial Portion of the Assets of the Corporation or the Bank, (as defined below).
(i)
Change in the Ownership of the Corporation or the Bank. A Change in the Ownership of the Corporation or the Bank occurs on the
date that any one person, or more than one person acting as a group (as defined below), acquires ownership of stock of the Corporation
or the Bank that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value
or total voting power of the stock of the Corporation or the Bank. However, if any one person, or more than one person acting as a group,
is considered to own more than 50 percent of the total fair market value or total voting power of the stock of the Corporation or
the Bank, the acquisition of additional stock by the same person or persons is not considered to cause a Change in the Ownership of the
Corporation or the Bank. An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of
a transaction in which the Corporation or the Bank acquires its stock in exchange for property will be treated as an acquisition of stock
for these purposes. A change in ownership of the Corporation or the Bank only occurs when there is a transfer or issuance of stock of
the Corporation or the Bank and the stock remains outstanding after the transaction.
(ii)
Change in Effective Control of the Corporation or the Bank. A Change in Effective Control of the Corporation or the Bank occurs
only on the date that either:
(A)
Any one person, or more than one person acting as a group (as defined below), acquires (or has acquired during the 12-month period ending
on the date of the most recent acquisition by such person or persons) ownership of stock of the Corporation or the Bank possessing 35 percent
or more of the total voting power of the stock of the Corporation or the Bank; or
(B)
A majority of members of the Corporation’s Board of Directors is replaced during any 12-month period by directors whose appointment
or election is not endorsed by a majority of the members of the Corporation’s Board of Directors prior to the date of the appointment
or election.
If
any one person, or more than one person acting as a group, is considered to effectively control the Corporation or the Bank, the acquisition
of additional control of the Corporation or the Bank by the same person or persons is not considered to cause a Change in the Effective
Control of the Corporation or the Bank.
(iii)
Change in Ownership of a Substantial Portion of the Corporation’s or the Bank’s Assets. A Change in Ownership of a
Substantial Portion of the Corporation’s or the Bank’s Assets occurs on the date that any one person, or more than one person
acting as a group (as defined below), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition
by such person or persons) assets from the Corporation or the Bank that have a total gross fair market value equal to or more than 40 percent
of the total gross fair market value of all of the assets of the Corporation or the Bank immediately prior to such acquisition or acquisitions.
For this purpose, gross fair market value means the value of assets of the Corporation or the Bank, or the value of the assets being
disposed of, determined without regard to any liabilities associated with such assets.
There
is no Change of Control under this Paragraph 5(b) if there is a transfer of assets to an entity that is:
(i)
A shareholder of the Corporation or the Bank (immediately before the asset transfer) in exchange for or with respect to its stock;
(ii)
An entity, 50 percent or more of the total value or voting power of which is owned, directly or indirectly, by the Corporation or
the Bank;
(iii)
A person, or more than one person acting as a group, that owns, directly or indirectly, 50 percent or more of the total value or
voting power of all the outstanding stock of the Corporation or the Bank; or
(iv)
An entity, at least 50 percent of the total value or voting power of which is owned, directly or indirectly, by a person described
in (i), (ii) or (iii) above.
For
purposes of this Paragraph 5(b), persons will not be considered to be acting as a group solely because they purchase or own stock
or purchase assets of the Corporation or the Bank at the same time. However, persons will be considered to be acting as a group if they
are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of assets, or similar transaction, such
shareholder is considered to be acting as a group with other shareholders in a corporation only to the extent of the ownership in that
corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.
For
purposes of this Paragraph 5(b) the obligation to make payments and provide benefits under this Agreement shall primarily be those
of the Executive’s Employer as of the date of his termination of employment. In the event the Employer is not the Corporation or
the Bank, the Bank will cause such Employer to make required payments and provide required benefits. To the extent the Bank fails or
is unable to do so, it shall make such payments and provide such benefits.
6.
Rights in Event of Termination of Employment Following Change of Control.
(a)
In the event of a termination of employment following a Change of Control (as described in Section 5(a) of this Agreement), Executive
shall be entitled to receive the compensation and benefits set forth below:
(i)
Basic Payments. The Executive will be paid an amount equal to 2.99 times the sum of (A) his highest Annual Base Salary, and
(B) the highest cash bonus, in each case paid to him in any of the three calendar years immediately preceding the year of termination.
Such amount will be paid to the Executive in a lump sum within ten (10) days following the date of termination of employment.
(ii)
Continuation of Employee Benefits. For a period of 36 months from the date of termination of employment, the Bank also shall
maintain in full force and effect, for the continued benefit of the Executive, all employee benefit plans and programs to which the Executive
was entitled prior to the date of termination, if the Executive’s continued participation is possible under the general terms and
provisions of such plans, and programs, except that if the Executive’s participation in any health, medical, life insurance, or
disability plan or program is barred, the Bank shall obtain and pay for, on the Executive’s behalf, individual insurance plans,
policies or programs which provide to the Executive health, medical, life and disability insurance coverage which is substantially equivalent
to the insurance coverage to which Executive was entitled prior to the date of termination; provided, however, if as of the date of termination
of employment the Bank already is providing to the Executive health and medical (including, but not limited to health, dental and vision)
insurance coverage for a ten (10) consecutive year period pursuant to Section 4(f) of this Agreement, the Bank shall continue to
provide such coverage until the later of the expiration of such ten (10) consecutive year period or thirty-six (36) months from the date
of termination of employment. Executive’s death during the period in which the health and medical (including, but not limited to
health, dental and vision) insurance coverage benefit is to be provided pursuant to this Section shall not affect the Executive’s
spouse’s right to the continuation of such benefit through the expiration of such period. Notwithstanding the foregoing, Executive
(and/or Executive’s spouse, as applicable) shall be required to enroll with Medicare if at any time during such ten (10) year or
thirty-six (36) month period he or she shall attain age 65, in which case the costs for Part B, Part C and Part D shall be paid by the
Executive (or spouse) and reimbursed by the Bank.
(b)
Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment
or otherwise. Except as provided in this Section 6(a), unless otherwise agreed to in writing, the amount of payment or the benefit
provided for in this Section 6 shall not be reduced by any compensation earned by Executive as the result of employment by another
employer or by reason of Executive’s receipt of or right to receive any retirement or other benefits after the date of termination
of employment or otherwise.
(c)
Anything in this Agreement to the contrary notwithstanding, in the event that a Change of Control occurs and it shall be determined that
any payment or distribution by the Corporation or the Bank to or for the benefit of the Executive, whether paid or payable or distributed
or distributable pursuant to the terms of this Agreement or otherwise (‘Total Payments”) would otherwise exceed the amount
(the “Safe Harbor Amount”) that may be received by the Executive without the imposition of an excise tax under section 4999
of the Code, then the Total Payments shall be reduced to the extent, and only to the extent, necessary to assure that their aggregate
present value, as determined in accordance with the applicable provisions of section 280G of the Code, does not exceed the greater
of the following dollar amounts (the “Benefit Limit”):
(i)
the Safe Harbor Amount,
(ii)
the greatest after-tax amount payable to the Executive after taking into account any excise tax imposed under section 4999 of the
Code on the Total Payments.
All
determinations to be made under this Section 6(c) shall be made by an independent public accounting firm chosen by the Corporation
(the “Accounting Firm”). In determining whether such Benefit Limit is exceeded, the Accounting Firm shall make a reasonable
determination of the value to be assigned to the restrictive covenants in effect for the Executive pursuant to this Agreement, and the
amount of the Executive’s potential parachute payment under section 280G of the Code shall be reduced by the value of
those restrictive covenants to the extent consistent with section 280G of the Code.
In
the event the Internal Revenue Service notifies the Executive of an inquiry with respect to the applicability of section 280G of
the Code or section 4999 of the Code to any payment by the Corporation or its affiliates, or assessment of tax under section 4999
of the Code with respect to any payment by the Corporation or its affiliates, the Executive shall provide notice to the Corporation
of such inquiry or assessment within ten (10) days, and shall take no action with respect to such inquiry or assessment until the Corporation
has responded thereto (provided such response is timely with respect to the inquiry or assessment). The Corporation shall have the right
to appoint an attorney or accountant to represent the Executive with respect to such inquiry or assessment, and the Executive shall fully
cooperate with such representative as a condition of the Agreement with respect to such inquiry or assessment.
All
of the fees and expenses of the Accounting Firm in performing the determinations referred to in Section 6(c) or any attorney or
accountant appointed to represent the Executive pursuant to Section 6(c) shall be borne solely by the Corporation.
To
the extent a reduction to the Total Payments is required to be made in accordance with this Section 6(c), such reduction and/or
cancellation of acceleration of equity awards shall occur in the order that provides the maximum economic benefit to the Executive. In
the event that acceleration of equity awards is to be reduced, such acceleration of vesting also shall be canceled in the order that
provides the maximum economic benefit to the Executive. Notwithstanding the foregoing, any reduction shall be made in a manner consistent
with the requirements of section 409A of the Code and where two economically equivalent amounts are subject to reduction but
payable at different times, such amounts shall be reduced on a pro rata basis, but not below zero.
7.
Rights in Event of Termination of Employment Absent Change of Control.
(a)
If Executive’s employment is involuntarily terminated by Bank other than for the reasons set forth in Section 3(b) of this
Agreement, or if Executive terminates his employment for Good Reason pursuant to Section 3(c) hereof, and no Change of Control shall
have occurred at the date of such termination, then Bank shall pay Executive an amount equal to 2.0 times the Executive’s Annual
Base Salary and, for a period of 24 months from the date of termination of employment, the Bank also shall maintain in full force
and effect, for the continued benefit of Executive, all employee benefit plans and programs to which Executive was entitled prior to
the date of termination, if the Executive’s continued participation is possible under the terms and conditions of such plans and
programs, except that in the event the Executive’s participation in any health, medical, life insurance, disability plan or program
is barred, the Bank shall obtain and pay for, on the Executive’s behalf, individual insurance plans, policies and programs which
provide to Executive health, medical, life and disability insurance coverage which is substantially equivalent to the insurance coverage
to which Executive was entitled prior to the date of termination. In the event that, as of the date of termination of employment, the
Bank already is providing to the Executive health and medical (including, but not limited to health, dental and vision) insurance coverage
for a ten (10) consecutive year period pursuant to Section 4(f) of this Agreement, the Bank shall continue to provide such coverage
until the later of the expiration of such ten (10) consecutive year period or 24 months, as applicable, from the date of termination
of employment. Executive’s death during the period in which the health and medical (including, but not limited to health, dental
and vision) insurance benefit is to be provided pursuant to this Section shall not affect the Executive’s spouse’s right
to the continuation of such benefit through the expiration of such period. Notwithstanding the foregoing, Executive (and/or Executive’s
spouse, if applicable) shall be required to enroll with Medicare if at any time during such ten (10) consecutive year period or 24 months
period he or she shall attain age 65, in which case the costs for Part B, Part C and Part D shall be paid by the Executive (or spouse)
and reimbursed by the Bank.
(b)
If Executive’s employment is terminated upon the termination of the Employment Period on March 14, 2027 in accordance with
Section 2 of this Agreement, or if Executive terminates his employment without Good Reason at any time after Executive has attained
60 years of age, and in either case the Executive is not otherwise employed on any basis where he would be eligible to receive health
and medical insurance coverage under such employer’s plans, the Bank shall, upon written notice from Executive (or Executive’s
spouse if Executive has predeceased his spouse), obtain and pay the entire premium for, on Executive’s (or his spouse’s)
behalf, for a period of ten (10) consecutive years, individual insurance plans, policies or programs which provide to Executive and/or
Executive’s spouse, health and medical (including, but not limited to health, dental and vision) insurance coverage which is substantially
identical to the insurance coverage which Executive otherwise would be entitled to as a full time employee of the Bank (and the Bank
also will pay to the Executive (or to the Executive’s spouse in the event the Executive predeceases his spouse) the annual Gross-Up
Payment or, if the Bank already is providing such coverage pursuant to Section 4(f) of this Agreement, the Bank shall, without further
notice from Executive (or Executive’s spouse), continue to provide such coverage until the expiration of such ten (10) consecutive
year period. Executive’s death during the period in which the health and medical (including, but not limited to health, dental
and vision) insurance coverage benefit is being provided pursuant to this Section shall not affect the Executive’s spouse’s
right to the continuation of such benefit through the expiration of such period.
(c)
Executive shall not be required to mitigate the amount of any payment provided for in this Section 7 by seeking other employment
or otherwise. Except as provided in this Section 7, unless otherwise agreed to in writing, the amount of payment or the benefit
provided for in this Section 7 shall not be reduced by any compensation earned by Executive as the result of employment by another
employer or by reason of Executive’s receipt of or right to receive any retirement or other benefits after the date of termination
of employment or otherwise.
8.
Post-Employment Covenants.
(a)
Trade Secrets.
For
purposes of this section, “Trade Secrets” shall include information not otherwise known to persons not employed by the Bank
relating to the Corporation’s or the Bank’s financial data, marketing and business plans, profit margins, contracts, services,
products, personnel, improvements, formulas, designs, styles, processes, customers, vendors, referral sources, suppliers, business methods,
practices and policies. Trade Secrets shall not include any information known generally to the public (other than as a result of an unauthorized
disclosure of such information by any person) or any information that must be disclosed as required by law.
Executive
acknowledges that, in the course of Executive’s employment with the Bank, Executive is likely to develop and/or have access to
the Corporation’s or the Bank’s Trade Secrets, the misuse, misapplication and/or disclosure of which is likely to cause substantial
and irreparable damage to the business and asset value of the Bank. Accordingly, Executive agrees that, without the written consent of
the Corporation’s and the Bank’s Board of Directors, he will not, during the term of his employment with Bank or at any time
thereafter (and regardless of the reason for termination of employment), and other than in furtherance of his duties as an Executive
of the Corporation and the Bank, knowingly use or disclose to any person, any Trade Secrets of the Corporation or the Bank. Executive
will also not copy, duplicate, transfer, transmit, disclose or permit any unauthorized person access to the Corporation’s or the
Bank’s Trade Secrets. Notwithstanding the foregoing, nothing in this Agreement shall prohibit the Executive from reporting possible
violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice,
the Securities and Exchange Commission, the Department of Labor, any agency Inspector General, or Congress, or making disclosures that
are protected under the whistleblower provisions of federal law or regulation, or from receiving an award for information provided to
any such governmental agency. Executive does not need the prior authorization of the Bank or the Corporation to make any such reports
or disclosures, nor is Executive required to notify the Bank or the Corporation that Executive has made any such reports or disclosures.
Upon
request of the Bank, and in any event upon the termination of employment with the Bank (whether such termination is voluntary or involuntary),
Executive will deliver to the Bank all materials, including, but not limited to, memoranda, notes, records, tapes, documentation, discs,
manuals, files, other documents, and all copies thereof in any form (“Bank Property”) that belong to the Bank or that concern
or contain Trade Secrets, that are in Executive’s possession, whether made or compiled by Executive, furnished to Executive or
otherwise obtained by Executive or in his possession or control.
Executive
affirms and acknowledges that he is not subject to any employment, non-disclosure, confidentiality, non-compete, or other agreement with
any third party which would prevent or prohibit Executive from fulfilling his duties for the Corporation or the Bank. If Executive is
the subject of any such agreement, and has any doubt as to its applicability to Executive’s position with the Bank, Executive will
provide a copy of such agreement to the Bank prior to the date on which Executive executes this Agreement so the Bank can make a determination
as to its effect on Executive’s ability to work for the Corporation and the Bank.
Executive
acknowledges specifically that he has been provided adequate and reasonable consideration for the promises made by him within this Section
and further specifically agrees that he intends to be legally bound by these restrictions.
The
intent of this Section 8(a) is to provide the Bank with all remedies afforded to it under applicable law, including, but not limited
to, those remedies available under the Pennsylvania Uniform Trade Secrets Act.
(b)
Non-Competition and Non-Solicitation
Executive
acknowledges and agrees that during his employment with the Corporation and the Bank, Executive will be introduced to and otherwise have
contact with the Bank’s customers, vendors, suppliers and referral sources. Executive acknowledges and agrees that the Bank’s
goodwill, as reflected in its relationship with its customers, vendors, suppliers and referral sources, is of tremendous value to the
Bank, and that the Bank is allowing Executive access to these customers, vendors, suppliers and referral sources for the single and sole
purpose of furthering the Bank’s business relationship with them. Additionally, Executive’s access to the Corporation’s
and the Bank’s Trade Secrets make it highly likely that such information would be of use to a competitor of the Bank should Executive
work for such a competitor. Because the Bank would be unable to assure compliance with nondisclosure requirements, the parties hereto
agree to the restrictions set forth in this Section. Finally, Executive acknowledges that he will be provided specialized training and
develop unique skills by the Bank, all of which would be of significant value to a competitor. Accordingly, in addition to any other
limitation imposed by law and/or this Agreement, Executive agrees as follows:
(i)
During the course of his employment with the Corporation and the Bank, and for a period of twenty-four (24) months following the termination
of Executive’s employment with the Corporation and the Bank for any reason (whether such termination is voluntary or involuntary),
Executive will not, except in furtherance of his duties as an employee of the Corporation and the Bank, either on his own behalf or on
behalf of any other person, entity, firm, or corporation, whether as a principal, agent, executive, stockholder, partner, officer, member,
director, sole proprietor, or otherwise, contact or solicit (either directly or indirectly) any of the Bank’s customers, vendors,
suppliers and referral sources.
(ii)
During the course of Executive’s employment with the Corporation and the Bank, and for a period of twenty-four (24) months following
the termination of Executive’s employment with the Corporation and the Bank for any reason (whether such termination is voluntary
or involuntary), Executive will not, except in furtherance of his duties as an employee of the Corporation and the Bank, either on his
own behalf or on behalf of any other person, entity, firm, or corporation, whether as a principal, agent, executive, employee, stockholder,
partner, officer, member, director, sole proprietor, or otherwise, engage in business with or otherwise provide (either directly or indirectly)
services to any of the Bank’s customers, suppliers, vendors and referral sources that are the same or similar to any services provided
by the Bank.
(iii)
For a period of twenty-four (24) months following the termination of Executive’s employment with the Corporation and the Bank for
any reason (whether such termination is voluntary or involuntary), Executive will not, either on Executive’s own behalf or on behalf
of any other person, entity, firm, or corporation, whether as a principal, agent, executive, employee, stockholder, partner, officer,
member, director, sole proprietor or otherwise (except as an investor owning less than 5% of the stock of a publicly owned company),
compete (either directly or indirectly) with the Bank, the Corporation or any of their respective subsidiaries or affiliates, or otherwise
engage in lending, banking or financial services within a fifty (50) mile radius of any branch banking office of the Bank.
(iv)
For a period of twenty-four (24) months following the termination of Executive’s employment with the Corporation and the Bank for
any reason (whether such termination is voluntary or involuntary), Executive will not provide financial or other assistance to any person,
entity, firm, or corporation engaged the banking, lending, financial services or insurance business.
(v)
Executive acknowledges specifically that he has been provided adequate and reasonable consideration for the promises made by him within
this Section and further specifically agrees that he intends to be legally bound by these restrictions.
(c)
Non-Solicitation of Employees
Executive
acknowledges and agrees that the Bank’s relationship with its employees is of tremendous value to the Bank, and that the Bank allows
Executive access to these employees for the single and sole purpose of furthering its business objectives. Accordingly, in addition to
any other limitation imposed by law and/or this Agreement, Executive agrees that during the period of Executive’s employment with
the Corporation and the Bank and for a period of twenty-four (24) months following the termination of Executive’s employment with
the Corporation and the Bank for any reason (whether voluntary or involuntary), Executive will not recruit or otherwise encourage any
of the Bank’s employees (including temporary employees) to terminate their relationship with the Bank or to seek employment with
any other entity. Executive acknowledges that the Corporation and the Bank would suffer significant financial harm as a result of losing
any employee.
Executive
acknowledges specifically that he has been provided adequate and reasonable consideration for the promises made by him within this Section
and further specifically agrees that he intends to be legally bound by these restrictions.
(d)
Non-Disparagement
Executive
and the Corporation and the Bank agree that, to the fullest extent allowed by law, neither will make any disparaging or negative remarks
to any person concerning the other, its business practices, its business plans, Executive’s employment, or the termination of this
Agreement.
(e)
Reasonableness
Executive
acknowledges that he has carefully read and considered Sections (a), (b), (c) and (d) above and, having done so,
agrees that the restrictions set forth in these Sections are fair and reasonable, and are legitimately required for the protection of
the Corporation’s and the Bank’s business, interests and goodwill. In the event that any part or portion of Section (a),
(b), (c) and/or (d) is deemed by a court of competent jurisdiction to be overbroad or otherwise invalid, Executive authorizes
said court to enforce the Section(s) at issue to the fullest extent possible to protect the interests of the Corporation and the Bank.
In addition, Executive specifically agrees and understands that the covenants set forth in Sections (a), (b), (c) and (d), above,
shall survive the termination of Executive’s employment relationship with the Corporation and the Bank.
(f)
Remedies for Breach
Notwithstanding
the provisions of Section 16 of this Agreement, the parties agree that the Bank may seek and obtain injunctive relief in the Court
of Common Pleas of Columbia County, Pennsylvania, should the Corporation and the Bank believe that Executive has breached any part of
Section 8 of this Agreement.
Executive
recognizes and agrees that damages in the event of a breach by Executive of Sections (a), (b), (c) and/or (d), above, would
be difficult, if not impossible, to ascertain, and Executive therefore agrees that, if such breach occurs, the Corporation and the Bank,
in addition to and without limiting any other remedy or right they may have, shall have the right to an injunction or other equitable
relief, in any court of competent jurisdiction, enjoining any such breach, and Executive hereby waives any and all defenses Executive
may have on the grounds of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief. (Executive
agrees that the Corporation and the Bank shall not be required to post more than a nominal bond or surety in order to obtain such injunction
or relief.) The existence of this right shall not preclude any other rights and remedies at law or in equity which the Bank may possess.
9.
Liability Insurance. The Corporation and the Bank shall use their best efforts to obtain insurance coverage for the Executive
under an insurance policy covering officers and directors of the Corporation and the Bank against lawsuits, arbitrations or other legal
or regulatory proceedings; however, nothing herein shall be construed to require the Corporation or the Bank to obtain such insurance,
if the Board of Directors of the Bank determines that such coverage cannot be obtained at a reasonable price.
10.
Specified Employee Status. Notwithstanding anything in this Agreement to the contrary, in the event Executive is determined
to be a Specified Employee, as that term is defined in Section 409A of the Code and the regulations promulgated thereunder, payments
to such Specified Employee under paragraphs 3(c), 6 or 7, other than payments qualifying as short term deferrals or an exempt pay
arrangement under Section 409A, shall not begin earlier than the first day of the seventh month after the date of termination. If
any payments are postponed due to such requirements, such postponed amounts shall be paid in a lump sum to the Executive on the first
payroll date that occurs after the date that is six months following the Executive’s separation of service with the Bank.
For
purposes of the foregoing, the date upon which a determination is made as to the Specified Employee status of the Executive, the Identification
Date (as defined in Section 409A of the Code and the regulations promulgated thereunder) shall be December 31.
11.
Notices. Except as otherwise provided in this Agreement, any notice required or permitted to be given under this Agreement
shall be in writing and deemed properly given when hand-delivered or mailed by registered or certified mail, postage prepaid with return
receipt requested, to Executive’s residence, in the case of notices to Executive, and to the principal executive office of the
Bank, to the attention of the Independent Lead Director, in the case of notice to the Bank, or to such other address as either party
may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon
receipt.
12.
Waiver. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge
is agreed to in writing and signed by Executive and an executive officer specifically designated by the Board of Directors of the Bank.
No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision
of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the
same or at any prior or subsequent time.
13.
Assignment. This Agreement shall not be assignable by any party, except by the Bank or Corporation to any successor in
interest to its business.
14.
Entire Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter of this Agreement.
Upon the execution and delivery of this Agreement, any prior agreement relating to the subject matter hereof, including but not limited
to the Existing Agreement, will be deemed automatically terminated and be of no further force or effect.
15.
Successors; Binding Agreement.
(a)
Bank will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially
all of the businesses and/or assets of the Bank to expressly assume and agree to perform this Agreement in the same manner and to the
same extent that the Bank would be required to perform it if no such succession had taken place. Failure by the Bank to obtain such assumption
and agreement prior to the effectiveness of any such succession shall constitute a breach of this Agreement. As used in this Agreement,
“Bank” shall mean Bank, as defined previously and any successor to its respective business and/or assets as aforesaid which
assumes and agrees to perform this Agreement by operation of law or otherwise.
(b)
This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators,
heirs, distributees, devisees and legatees. If Executive should die after a Notice of Termination is delivered by Executive, or following
termination of Executive’s employment without Cause, and any amounts would be payable to Executive under this Agreement if Executive
had continued to live, all such amounts shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee,
or other designee, or, if there is no such designee, to Executive’s estate.
16.
Clawback. Executive acknowledges that the Executive is subject to any Clawback Policy that may be adopted by the Corporation’s
Board. Absent any formal Clawback Policy, the Executive agrees that the Executive shall be required to forfeit and pay back to the Corporation
any bonus or other incentive compensation paid to the Executive if: (a) a court makes a final determination that the Executive directly
or indirectly engaged in fraud or misconduct that caused or partially caused the need for a material financial restatement by the Corporation
or (b) the independent members of the Corporation’s Board determine that the Executive has committed a material violation
of the Corporation’s Code of Conduct.
17.
Release. Notwithstanding any other provision of this Agreement, any severance or termination payments or benefits herein
described are conditioned on the Executive’s execution and delivery to the Corporation and Bank of an effective general release
agreement in the form attached hereto as Exhibit “A,” as such form may be modified by the Corporation, in a manner consistent
with the requirements of the Older Workers Benefit Protection Act and any applicable state law. Notwithstanding any provision of this
Agreement to the contrary, in no event shall the timing of the Executive’s execution of the release, directly or indirectly, result
in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the release could be made
in more than one taxable year, payment shall be made in the later taxable year.
18.
Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement, which shall remain in full force and effect.
19.
Applicable Law. This Agreement shall be governed by and construed in accordance with the domestic, internal laws of the
Commonwealth of Pennsylvania, without regard to its conflicts of laws principles.
20.
Headings. The section headings of this Agreement are for convenience only and shall not control or affect the meaning or
construction or limit the scope or intent of any of the provisions of this Agreement.
21.
Continuation of Certain Provisions. Any termination of Executive’s employment under this Agreement or of the Agreement
will not affect the provisions of Sections 4, 6, 7, 8 and 10 through 22, which will survive any such termination and remain in full
force and effect in accordance with their respective terms.
22.
Section 409A of the Code. This Agreement shall be interpreted to avoid any penalty sanctions under section 409A
of the Code. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409A
of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions shall not be
imposed. The Executive shall be solely responsible for any tax imposed under section 409A of the Code and in no event shall
the Corporation have any liability with respect to any tax, interest or other penalty imposed under section 409A of the Code. For
purposes of section 409A of the Code, all payments to be made upon a termination of employment under this Agreement may only be
made upon the Executive’s “separation from service” (within the meaning of such term under section 409A of the
Code). In no event shall the Executive, directly or indirectly, designate the calendar year of payment, except as permitted under section 409A
of the Code. All reimbursements and in kind benefits provided under this Agreement shall be made or provided in accordance with the requirements
of section 409A of the Code, including, where applicable, the requirement that: (i) any reimbursement shall be for expenses
incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount
of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for
reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense shall
be made on or before the last day of the calendar year following the year in which the expense is incurred and (iv) the right to
reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
ATTEST: |
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MUNCY COLUMBIA FINANCIAL |
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CORPORATION |
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/s/
Leslie Chyko |
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By: |
/s/
Robert J. Glunk |
Asst.
Secretary |
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Robert
J. Glunk, |
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Executive
Chairman |
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ATTEST: |
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JOURNEY BANK |
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/s/
Leslie Chyko |
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By: |
/s/
Robert J. Glunk |
Asst.
Secretary |
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Robert
J. Glunk, |
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Executive
Chairman |
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WITNESS: |
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/s/
Jeffrey T. Arnold |
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By: |
/s/
Lance O. Diehl |
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Lance O.
Diehl |
Exhibit A
Separation
Agreement and General Release
THIS
SEPARATION AGREEMENT AND GENERAL RELEASE (this “Agreement”) is made by and between LANCE O. DIEHL (the
“Executive”), MUNCY COLUMBIA FINANCIAL CORPORATION, a corporation organized and existing under the laws
of the Commonwealth of Pennsylvania (the “Corporation”) and JOURNEY BANK, a Pennsylvania chartered bank
(the “Bank”).
WHEREAS,
the Executive, the Corporation and the Bank entered into an Amended and Restated Employment Agreement dated February 13, 2024 (the “Employment
Agreement”) that sets forth the terms and conditions of the Executive’s employment with the Corporation and the Bank,
including the circumstances under which the Executive is eligible to receive severance pay.
NOW,
THEREFORE, the Executive, the Corporation and the Bank each intending to be legally held bound, hereby agree as follows:
1.
Consideration. In consideration for a release of claims and other promises and covenants set forth herein, the Corporation and
the Bank agree to pay the Executive such consideration as is specified in Sections 6 and 7 of the Employment Agreement in accordance
with the terms and conditions of the Employment Agreement.
2.
Executive’s Release. The Executive on the Executive’s own behalf and together with the Executive’s heirs, assigns,
executors, agents and representatives hereby generally releases and discharges the Corporation and the Bank and their respective subsidiaries,
affiliates and the respective predecessors, successors (by merger or otherwise) and assigns of any of the foregoing, together with each
and every of the present, past and future officers, managers, directors, shareholders, members, general partners, limited partners, employees
and agents of any of the foregoing, and the heirs and executors of any of the foregoing (herein collectively referred to as the “Releasees”)
from any and all suits, causes of action, complaints, obligations, demands, common law or statutory claims of any kind, whether in
law or in equity, direct or indirect, known or unknown (hereinafter “Claims”), which the Executive ever had
or now has against the Releasees, or any one of them occurring up to and including the date of this Agreement. Notwithstanding anything
herein to the contrary, the Executive’s release is not and shall not be construed as a release of any future claim by the Executive
against the Corporation or the Bank. This release specifically includes, but is not limited to:
(a)
any and all Claims for wages and benefits including, without limitation, salary, stock options, stock, royalties, license fees, health
and welfare benefits, severance pay, vacation pay, and bonuses;
(b)
any and all Claims for wrongful discharge, breach of contract, whether express or implied, and Claims for breach of implied covenants
of good faith and fair dealing;
(c)
any and all Claims for alleged employment discrimination on the basis of race, color, religion, sex, age, national origin, veteran status,
disability and/or handicap, in violation of any federal, state or local statute, ordinance, judicial precedent or Employee order, including
but not limited to claims for discrimination under the following statutes: Title VII of the Civil Rights Act of 1964, 42 U.S.C.
§2000e et seq.; the Civil Rights Act of 1866, 42 U.S.C. §1981; the Civil Rights Act of 1991; the Age Discrimination
in Employment Act, as amended, 29 U.S.C. §621 et seq.; the Older Workers Benefit Protection Act 29 U.S.C.
§§ 623, 626 and 630; the Rehabilitation Act of 1972, as amended, 29 U.S.C. §701 et seq.; the Americans
with Disabilities Act, 42 U.S.C. §12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. §2601,
et seq.; the Fair Labor Standards Act, as amended, 29 U.S.C. §201, et seq.; the Fair Credit Reporting Act, as
amended, 15 U.S.C. §1681, et seq.; and the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C.
§ 1000, et seq. (“ERISA”) or any comparable state statute or local ordinance;
(d)
any and all Claims under any federal or state statute relating to employee benefits or pensions;
(e)
any and all Claims in tort, including but not limited to, any Claims for assault, battery, misrepresentation, defamation, interference
with contract or prospective economic advantage, intentional or negligent infliction of emotional distress, duress, loss of consortium,
invasion of privacy and negligence; and
(f)
any and all Claims for attorneys’ fees and costs.
3.
Acknowledgment. The Executive understands that the release of Claims contained in this Agreement extends to all of the aforementioned
Claims and potential Claims which arose on or before the date of this Agreement, whether now known or unknown, suspected or unsuspected,
and that this constitutes an essential term of this Agreement. The Executive further understands and acknowledges the significance and
consequences of this Agreement and of each specific release and waiver, and expressly consents that this Agreement shall be given full
force and effect to each and all of its express terms and provisions, including those relating to unknown and uncompensated Claims, if
any, as well as those relating to any other Claims specified herein. Notwithstanding the foregoing, Executive has been advised and understands
that nothing contained in this Agreement shall limit Executive’s ability to communicate with or to file an administrative complaint
or charge against the Corporation or the Bank with any federal, state or local agency, including, for instance, the Securities and Exchange
Commission or the US Department of Labor, concerning possible violations of law or to receive an award for information provided to governmental
agencies.
4.
Remedies. All remedies at law or in equity shall be available to the Releasees for the enforcement of this Agreement. This Agreement
may be pleaded as a full bar to the enforcement of any Claim that the Executive may assert against the Releasees. The non- prevailing
party in any litigation shall pay for the prevailing party’s costs and expenses of litigation including without limitation the
prevailing parties attorney’s fees.
5.
No Admission. Neither the execution of this Agreement by the Corporation and the Bank, nor the terms hereof, constitute an admission
by the Corporation or the Bank of any liability to the Executive.
6.
Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and shall
be binding upon their respective heirs, executors, administrators, successors and assigns. In the event there is any inconsistency between
the terms of this Agreement and the Employment Agreement, the terms of this Agreement shall control.
7.
Severability. If any term or provision of this Agreement shall be held to be invalid or unenforceable for any reason, then such
term or provision shall be ineffective to the extent of such invalidity or unenforceability without invalidating the remaining terms
or provisions hereof, and such term or provision shall be deemed modified to the extent necessary to make it enforceable.
8.
Executive’s Representation. The Executive represents and warrants that he or she has not assigned any claim that he or she
purports to release hereunder and that he or she has the full power and authority to enter into this Agreement and bind each of the persons
and entities that the Executive purports to bind. The Executive further represents and warrants that he or she is bound by, and agrees
to remain bound by, the Executive’s post-employment obligations set forth in the Employment Agreement.
9.
Amendments. Neither this Agreement nor any term hereof may be changed, waived, discharged, or terminated, except by a written
agreement signed by the parties hereto.
10.
Governing Authority. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania,
without regard to the principles of conflicts of laws of any jurisdiction. The Executive agrees that the Corporation and the Bank shall
have the right to commence and maintain an action hereunder in the state and federal courts appropriate for the location at which the
Corporation maintains its corporate offices, and the Executive hereby submits to the jurisdiction and venue of such courts.
11.
Fees and Costs. The parties shall bear their own attorneys’ fees and costs.
12.
Counterparts. This Agreement may be executed in counterparts.
13.
Legally Binding. The terms of this Agreement contained herein are contractual, and not a mere recital.
IN
WITNESS WHEREOF, the Executive, acknowledging that he is acting of his own free will after having had the opportunity to seek the advice
of counsel and a reasonable period of time to consider the terms of this Agreement, and the Corporation and the Bank, have caused the
execution of this Agreement as of this day and year written below.
ATTEST: |
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MUNCY COLUMBIA FINANCIAL |
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CORPORATION |
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By: |
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Secretary |
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ATTEST: |
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JOURNEY BANK |
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By: |
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Secretary |
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WITNESS: |
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By: |
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Lance O.
Diehl |
Muncy Columbia Financial Corporation 8-K
Exhibit 10.2
AMENDED AND
RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT
is made as of the 13th day of February, 2024, between MUNCY COLUMBIA FINANCIAL CORPORATION, a Pennsylvania business corporation
formerly named CCFNB Bancorp, Inc. (the “Corporation”), JOURNEY BANK, a Pennsylvania banking institution formerly named
First Columbia Bank & Trust Co. (the “Bank”) and ROBERT J. GLUNK (the “Executive”), an adult individual.
WITNESSETH:
WHEREAS, the Bank is a wholly-owned subsidiary
of the Corporation.
WHEREAS, the Corporation, the Bank and the
Executive are parties to that certain Employment Agreement dated April 17, 2023 (the “Existing Agreement”) providing for,
among other things, the employment of the Executive as Executive Vice President and Chief Operating Officer of the Corporation and President
and Chief Executive Officer of the Bank.
WHEREAS, the Corporation, the Bank and the
Executive desire to amend and restate the Existing Agreement in its entirety in order to provide for, among other things, the employment
of the Executive as Executive Chairman of both the Corporation and the Bank.
AGREEMENT:
NOW, THEREFORE, in consideration of the
mutual covenants and agreements set forth herein, the parties hereto, intending to be legally bound, agree as follows:
1. Employment. Subject to Section
3, the Corporation and the Bank each hereby employ Executive and Executive hereby accepts employment with the Corporation and the Bank,
under the terms and conditions set forth in this Agreement.
2. Duties of Executive. Executive
shall perform and discharge well and faithfully such duties as an executive officer of the Corporation and the Bank as may be assigned
to Executive from time to time by the Board of Directors of the Corporation and/or the Bank. Executive shall be employed as Executive
Chairman of the Corporation and Executive Chairman of the Bank and shall hold such other titles as may be given to him from time to time
by the Board of Directors of the Corporation or the Bank. Executive will report directly to the Board of Directors. During the Employment
Period (as hereinafter defined), the Corporation shall cause the Executive to be elected to the Board of Directors of the Bank and to
nominate the Executive for election as a director on the Board of Directors of the Corporation in connection with each election of directors
of the Corporation where his term of office otherwise would expire. Executive shall devote his full time, attention, ability and energies
to the business of the Corporation and the Bank during the Employment Period (as defined in Section 3(a) of this Agreement); provided,
however, that (a) Executive shall be entitled to fulfill his duties and responsibilities as Executive Chairman of the Corporation and
of the Bank on a part time basis consisting of not less than: (i) four (4) days per week, or thirty-two (32) hours per week, beginning
on the one year anniversary of the Effective Date; and (ii) three (3) days per week, or twenty-four (24) hours per week, beginning on
the two (2) year anniversary of the Effective Date; provided, however, that at all times during the term of this Agreement the Executive
shall nevertheless otherwise make himself available as may be necessary or appropriate in order to fulfill such duties and responsibilities;
and (b) nothing set forth in this Section 2 shall be construed as preventing Executive from (a) engaging in activities incident
or necessary to personal investments so long as no such investments exceed 5% of the outstanding shares of any publicly held company,
(b) acting as a member of the Board of Directors of any non-profit association or corporation or as a member of the Board of Directors
or Trustees of any other such organization, with the prior written approval of a majority of the independent members of the Board of Directors
of the Bank, or (c) being involved in any other activity with the prior written approval of a majority of the independent members
of the Board of Directors of the Bank. The Executive shall not engage in any business or commercial activities (including investment in
an existing or prospective customer), duties or pursuits which compete with the business or commercial activities of the Corporation or
the Bank, or their respective subsidiaries nor may the Executive serve as a director or officer or in any other capacity in a company
which competes with the Corporation, the Bank or their respective subsidiaries.
3. Term of Agreement.
(a) Employment Period. This Agreement shall
be effective as of the Effective Date. The employment period (the “Employment Period”) shall commence on the Effective Date
and if not previously terminated pursuant to the terms of this Agreement, shall end on September 13, 2027; provided, however, that the
Employment Period shall automatically renew on September 14, 2027 and on each successive annual anniversary thereof (each a "Renewal
Date") for successive periods of one (1) year each, unless Executive or the Corporation and/or the Bank shall give written notice
of nonrenewal to the other party at least ninety (90) days prior to the applicable Renewal Date, in which event this Agreement shall terminate
at the end of the then current Employment Period.
(b) Termination for Cause. Notwithstanding
the provisions of Section 3(a) of this Agreement, this Agreement shall terminate automatically for Cause (as defined herein and as
determined by the Bank in its reasonable discretion) upon written notice from the Board of Directors of the Corporation and/or the Bank
to Executive. As used in this Agreement, “Cause” shall mean any of the following:
(i) Executive’s conviction of or plea of
guilty or nolo contendere to a felony, a crime of falsehood or a crime involving moral turpitude, or the actual incarceration of Executive
for a period of thirty (30) consecutive days or more;
(ii) Executive’s failure to follow the good
faith, lawful instructions of the Board of Directors of the Corporation and/or the Bank following written notice of such instructions;
(iii) Executive’s failure to substantially
perform Executive’s duties to the Corporation or the Bank, other than a failure resulting from Executive’s incapacity because
of physical or mental illness, as provided in subsection (e) of this Section 3, which failure results in injury to the Corporation
or the Bank, monetarily or otherwise;
(iv) Executive’s intentional violation of
the provisions of this Agreement;
(v) dishonesty or gross negligence of the Executive
in the performance of his duties;
(vi) conduct on the part of the Executive bringing
public discredit to the Corporation or the Bank;
(vii) Executive’s breach of fiduciary duty
involving personal profit;
(viii) Executive’s material violation of
Corporation or Bank policies and procedures; and
(ix) Executive’s violation of any law, rule
or regulation governing banks or Bank officers or any final cease and desist order issued by a bank regulatory authority, any of which
materially jeopardizes the business of the Corporation or the Bank.
If this Agreement is terminated for Cause, all
of Executive’s rights under this Agreement shall cease as of the effective date of such termination.
(c) Termination for Good Reason. Notwithstanding
the provisions of Section 3(a) of this Agreement, this Agreement shall terminate automatically upon Executive’s voluntary termination
of employment for Good Reason. The term “Good Reason” shall mean any of the following without the Executive’s consent:
(i) Any material reduction in title or a material
reduction in the Executive’s responsibilities or authority which are inconsistent with, or the assignment to the Executive of duties
inconsistent with, the Executive’s status as Executive Chairman of the Corporation;
(ii) Any geographical reassignment of the Executive
which, in the exercise of his reasonable discretion, necessitates that the Executive move his principal residence more than fifty (50)
miles from the headquarters of the Bank at 232 E Street, Bloomsburg PA, 17815 or requires Executive to commute more than fifty (50) miles
one way from the headquarters;
(iii) Any material reduction in the Executive’s
Annual Base Salary as in effect on the date hereof or as the same may be increased from time to time; and
(iv) Any other action or inaction that constitutes
a material breach of this Agreement on the part of the Bank; provided, however, that “Good Reason” shall not be deemed
to exist unless:
(A) the Executive has provided notice in writing
(the “Notice of Termination”) to the Bank of the existence if one or more of the conditions listed in (i) through (iv) above
within 90 days after the initial occurrence of such condition or conditions;
(B) such condition or conditions have not been
cured by the Bank within 30 days after receipt of such Notice of Termination; and
(C) the Executive actually terminates his employment
with the Bank within 60 days after the Bank’s receipt of such Notice of Termination.
(d) Death. Notwithstanding the provisions
of Section 3(a) of this Agreement, this Agreement shall terminate automatically upon Executive’s death and Executive’s
rights under this Agreement shall cease as of the date of such termination, with the exception of those rights which Executive may have
under the Bank's benefit plans.
(e) Disability. Executive and Bank agree
that if Executive becomes Disabled, within the meaning of Section 409A of the Internal Revenue Code of 1986 as amended (the “Code”),
and the regulations thereunder, and becomes eligible for employer-provided short-term and/or long-term disability benefits, or worker’s
compensation benefits, then the Bank’s obligation to pay Executive his Annual Base Salary shall be reduced by the amount of the
disability or worker’s compensation benefits received by Executive.
Executive and Bank agree that if, in the judgment
of the Bank’s Board of Directors, the Executive is unable, as a result of illness or injury, to perform the essential functions
of his position on a full-time basis with or without a reasonable accommodation and without posing a direct threat to himself or others
for a period of six months, the Bank will suffer an undue hardship in continuing the Executive’s employment as set forth in this
Agreement. Accordingly, this Agreement shall terminate at the end of the six-month period, and all of Executive’s rights under this
Agreement shall cease, with the exception of those rights which Executive may have under the Bank’s benefit plans.
(f) Resignation from Board of Directors.
Executive agrees that in the event his employment under this Agreement is terminated for any reason, Executive’s service, if any,
as a director of the Bank, the Corporation or any affiliate or subsidiary thereof, shall immediately terminate and this Section 3(f)
shall constitute a resignation notice for such purposes.
4. Employment Period Compensation.
(a) Annual Base Salary. For services performed
by Executive under this Agreement, the Bank shall pay Executive an Annual Base Salary during the Employment Period at the rate of Three
Hundred Ninety Thousand Dollars ($390,000) per year, minus applicable withholdings and deductions, payable at the same times as salaries
are payable to other executive employees of the Bank. The Bank may, from time to time, increase Executive’s Annual Base Salary,
and any and all such increases shall be deemed to constitute amendments to this Section 4(a) to reflect the increased amounts, effective
as of the date established for such increases by the Board of Directors of the Bank or any committee of such Board of Directors in the
resolutions authorizing such increases. Notwithstanding the foregoing, effective beginning on: (i) the one year anniversary of the Effective
Date, the rate of Executive’s Annual Base Salary shall be reduced to eighty percent (80%) of the rate of Executive’s Annual
Base Salary in effect on the day immediately preceding such one year anniversary of the Effective Date; and (ii) the two (2) year anniversary
of the Effective Date, the rate of Executive’s Annual Base Salary shall be reduced to sixty percent (60%) of the annualized rate
of Executive’s Annual Base Salary in effect on the day immediately preceding such two (2) year anniversary of the Effective Date.
(b) Bonus. The Board of Directors of the
Bank may provide for the payment of an annual bonus to the Executive as it deems appropriate to provide incentive to the Executive and
to reward the Executive for his performance. Such bonus may, but need not be, determined in accordance with any incentive bonus programs
for executive officers as approved by the Board of Directors. The payment of any such bonus will not reduce or otherwise affect any other
obligation of the Bank to the Executive provided for in this Agreement.
(c) Vacation, Holidays, etc. During the
term of this Agreement, Executive shall be entitled to not less than five (5) weeks paid annual vacation in accordance with the policies
as established from time to time by the Board of Directors of the Bank; provided, however, that beginning with (i) the one year anniversary
of the Effective Date, Executive’s paid annual vacation shall not be less than twenty (20) days; and (ii) the two (2) year anniversary
of the Effective Date, Executive’s paid annual vacation shall not be less than fifteen (15) days. However, Executive shall not be
entitled to receive any additional compensation from Bank for failure to take a vacation, nor shall Executive be able to accumulate unused
vacation time from one year to the next, except to the extent authorized by the Board of Directors of the Bank. The Executive shall also
be entitled to all paid holidays, sick days and personal days provided by the Bank to its regular full-time employees and senior executive
officers.
(d) Automobile. During the terms of this
Agreement, the Bank shall provide the Executive with exclusive use of an automobile mutually agreed upon by Executive and the Bank. The
Bank shall be responsible and shall pay for all costs associated with the operation and maintenance of such automobile, including, without
limitation, insurance coverage, repairs, maintenance and other operating and incidental expenses, including registration, fuel and oil.
The use of said automobile will be limited to the Executive, the Executive’s spouse (if any), authorized personnel of the Corporation
or the Bank, or a designated driver in the event of any emergency.
(e) Stock Based Incentives. During the term
of this Agreement, Executive shall be entitled to such stock based incentives as may be granted from time to time by the Board of Directors
under the Corporation’s stock based incentive plans as the Corporation may establish from time to time, if any, and as are consistent
with the Executive’s responsibilities and performance.
(f) Employee Benefit Plans. During the term
of this Agreement, Executive shall be eligible to participate in or receive benefits under all Bank employee benefit plans including,
but not limited to, any pension plan, profit-sharing plan, savings plan, life insurance plan, medical/health insurance plan, disability
insurance plan and other health and welfare benefits as made available by the Bank to its full time employees generally, subject to and
on a basis consistent with the terms, conditions and overall administration of such plans and arrangements, and provided, further that
such participation does not violate any state or federal law, rule or regulation. Notwithstanding the foregoing, in the event at any time
during the Employment Period, the Executive’s participation in any health or medical plan is barred by the terms and conditions
thereof or applicable law, the Bank shall, upon written notice from the Executive, obtain and pay for on Executive’s behalf and
until September 13, 2029, the entire premium for individual insurance plans, policies or programs which provide to Executive and Executive’s
spouse, health and medical (including, but not limited to health, dental and vision) insurance coverage which is substantially identical
to the insurance coverage to which Executive otherwise would be entitled as a full time employee of the Bank and the Bank also will pay
to the Executive (or to the Executive’s spouse in the event the Executive predeceases his spouse) an annual cash payment (the “Gross-Up
Payment”) with respect to each calendar year during such period in an amount equal to the amount of U.S. federal, state and local
income tax at the highest applicable marginal rate for such calendar year that would be applicable to Executive’s (or his spouse’s)
receipt of such benefit. Executive’s death prior to September 13, 2029 and during the period in which such health and medical (including,
but not limited to health, dental and vision) insurance coverage benefit is to be provided shall not affect the Executive’s spouse’s
right to the continuation of such benefit through September 13, 2029.
(g) Business Expenses. During the term of
this Agreement, Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by him, which are properly
accounted for, in accordance with the policies and procedures established by the Board of Directors of the Bank for its executive officers.
5. Termination of Employment Following Change
of Control.
(a) If a Change of Control (as defined in Section 5(b)
of this Agreement) shall occur and if thereafter, during the period commencing with the date of a Change of Control and ending on the
second anniversary date of the Change of Control, there shall be:
(i) any involuntary termination of Executive’s
employment (other than for the reasons set forth in Section 3(b) of this Agreement); or
(ii) if Executive terminates his employment for
“Good Reason” during the period commencing with the date of any “Change of Control”, as defined herein, and ending
on the second anniversary of the date of the Change of Control, by delivering a notice in writing (the “Notice of Termination”)
to the Bank, then, in either case, the provisions of Section 6 of this Agreement shall apply.
(b) As used in this Agreement, “Change of
Control” shall mean: a Change in the Ownership of the Corporation or the Bank, (as defined below), a Change in the Effective Control
of the Corporation or the Bank (as defined below), or a Change in the Ownership of a Substantial Portion of the Assets of the Corporation
or the Bank, (as defined below).
(i) Change in the Ownership of the Corporation
or the Bank. A Change in the Ownership of the Corporation or the Bank occurs on the date that any one person, or more than one person
acting as a group (as defined below), acquires ownership of stock of the Corporation or the Bank that, together with stock held by such
person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of the Corporation
or the Bank. However, if any one person, or more than one person acting as a group, is considered to own more than 50 percent of
the total fair market value or total voting power of the stock of the Corporation or the Bank, the acquisition of additional stock by
the same person or persons is not considered to cause a Change in the Ownership of the Corporation or the Bank. An increase in the percentage
of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the Corporation or the Bank acquires
its stock in exchange for property will be treated as an acquisition of stock for these purposes. A change in ownership of the Corporation
or the Bank only occurs when there is a transfer or issuance of stock of the Corporation or the Bank and the stock remains outstanding
after the transaction.
(ii) Change in Effective Control of the Corporation
or the Bank. A Change in Effective Control of the Corporation or the Bank occurs only on the date that either:
(A) Any one person, or more than one person acting
as a group (as defined below), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition
by such person or persons) ownership of stock of the Corporation or the Bank possessing 35 percent or more of the total voting power
of the stock of the Corporation or the Bank; or
(B) A majority of members of the Corporation’s
Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of
the members of the Corporation’s Board of Directors prior to the date of the appointment or election.
If any one person, or more than one person acting
as a group, is considered to effectively control the Corporation or the Bank, the acquisition of additional control of the Corporation
or the Bank by the same person or persons is not considered to cause a Change in the Effective Control of the Corporation or the Bank.
(iii) Change in Ownership of a Substantial Portion
of the Corporation’s or the Bank’s Assets. A Change in Ownership of a Substantial Portion of the Corporation’s or
the Bank’s Assets occurs on the date that any one person, or more than one person acting as a group (as defined below), acquires
(or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the
Corporation or the Bank that have a total gross fair market value equal to or more than 40 percent of the total gross fair market
value of all of the assets of the Corporation or the Bank immediately prior to such acquisition or acquisitions. For this purpose, gross
fair market value means the value of assets of the Corporation or the Bank, or the value of the assets being disposed of, determined without
regard to any liabilities associated with such assets.
There is no Change in Control under this Paragraph 5(b)
if there is a transfer of assets to an entity that is:
(i) A shareholder of the Corporation or the Bank
(immediately before the asset transfer) in exchange for or with respect to its stock;
(ii) An entity, 50 percent or more of the
total value or voting power of which is owned, directly or indirectly, by the Corporation or the Bank;
(iii) A person, or more than one person acting
as a group, that owns, directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding stock
of the Corporation or the Bank; or
(iv) An entity, at least 50 percent of the
total value or voting power of which is owned, directly or indirectly, by a person described in (i), (ii) or (iii) above.
For purposes of this Paragraph 5(b), persons
will not be considered to be acting as a group solely because they purchase or own stock or purchase assets of the Corporation or the
Bank at the same time. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into
a merger, consolidation, purchase or acquisition of assets, or similar transaction, such shareholder is considered to be acting as a group
with other shareholders in a corporation only to the extent of the ownership in that corporation prior to the transaction giving rise
to the change and not with respect to the ownership interest in the other corporation.
For purposes of this Paragraph 5(b) the obligation
to make payments and provide benefits under this Agreement shall primarily be those of the Executive’s employer as of the date of
his termination of employment. In the event the employer is not the Corporation or the Bank, the Bank will cause such employer to make
required payments and provide required benefits. To the extent the Bank fails or is unable to do so, it shall make such payments and provide
such benefits.
6. Rights in Event of Termination of Employment
Following Change in Control.
(a) In the event of a termination of employment
following a change of control (as described in Section 5(a) of this Agreement), Executive shall be entitled to receive the compensation
and benefits set forth below:
(i) Basic Payments. The Executive will be
paid an amount equal to 2.99 times the sum of (A) his highest Annual Base Salary, and (B) the highest cash bonus, in each case, paid to
him, excluding the bonus provided for in Section 4(b) of the Existing Agreement, in any of the three calendar years immediately preceding
the year of termination. Such amount will be paid to the Executive in a lump sum within ten (10) days following the date of termination
of employment.
(ii) Continuation of Employee Benefits.
For a period of 36 months from the date of termination of employment, the Bank also shall maintain in full force and effect, for
the continued benefit of the Executive, all employee benefit plans and programs to which the Executive was entitled prior to the date
of termination, if the Executive’s continued participation is possible under the general terms and provisions of such plans, and
programs, except that if the Executive’s participation in any health, medical, life insurance, or disability plan or program is
barred, the Bank shall obtain and pay for, on the Executive’s behalf, individual insurance plans, policies or programs which provide
to the Executive health, medical, life and disability insurance coverage which is substantially equivalent to the insurance coverage to
which Executive was entitled prior to the date of termination; provided, however, if as of the date of termination of employment the Bank
already is providing to the Executive health and medical (including, but not limited to health, dental and vision) insurance coverage
until September 13, 2029 pursuant to Section 4(f) of this Agreement, the Bank shall continue to provide such coverage until the later
of September 13, 2029 or thirty-six (36) months from the date of termination of employment. Executive’s death during the period
in which the health and medical (including, but not limited to health, dental and vision) insurance coverage benefit is to be provided
pursuant to this Section shall not affect the Executive’s spouse’s right to the continuation of such benefit through the expiration
of such period.
(b) Executive shall not be required to mitigate
the amount of any payment provided for in this Section 6 by seeking other employment or otherwise. Except as provided in this Section 6(a),
unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Section 6 shall not be reduced by
any compensation earned by Executive as the result of employment by another employer or by reason of Executive’s receipt of or right
to receive any retirement or other benefits after the date of termination of employment or otherwise.
(c) Anything in this Agreement to the contrary
notwithstanding, in the event that a Change in Control occurs and it shall be determined that any payment or distribution by the Corporation
or the Bank to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise (‘Total Payments”) would otherwise exceed the amount (the “Safe Harbor Amount”) that may
be received by the Executive without the imposition of an excise tax under section 4999 of the Code, then the Total Payments shall
be reduced to the extent, and only to the extent, necessary to assure that their aggregate present value, as determined in accordance
with the applicable provisions of section 280G of the Code, does not exceed the greater of the following dollar amounts (the “Benefit
Limit”):
(i) the Safe Harbor Amount,
(ii) the greatest after-tax amount payable to the
Executive after taking into account any excise tax imposed under section 4999 of the Code on the Total Payments.
All determinations to be made under this Section 6(c)
shall be made by an independent public accounting firm chosen by the Corporation (the “Accounting Firm”). In determining whether
such Benefit Limit is exceeded, the Accounting Firm shall make a reasonable determination of the value to be assigned to the restrictive
covenants in effect for the Executive pursuant to this Agreement, and the amount of the Executive’s potential parachute payment
under section 280G of the Code shall be reduced by the value of those restrictive covenants to the extent consistent with section 280G
of the Code.
In the event the Internal Revenue Service notifies
the Executive of an inquiry with respect to the applicability of section 280G of the Code or section 4999 of the Code to any
payment by the Corporation or its affiliates, or assessment of tax under section 4999 of the Code with respect to any payment by
the Corporation or its affiliates, the Executive shall provide notice to the Corporation of such inquiry or assessment within ten (10)
days, and shall take no action with respect to such inquiry or assessment until the Corporation has responded thereto (provided such response
is timely with respect to the inquiry or assessment). The Corporation shall have the right to appoint an attorney or accountant to represent
the Executive with respect to such inquiry or assessment, and the Executive shall fully cooperate with such representative as a condition
of the Agreement with respect to such inquiry or assessment.
All of the fees and expenses of the Accounting
Firm in performing the determinations referred to in Section 6(c) or any attorney or accountant appointed to represent the Executive
pursuant to Section 6(c) shall be borne solely by the Corporation.
To the extent a reduction to the Total Payments
is required to be made in accordance with this Section 6(c), such reduction and/or cancellation of acceleration of equity awards
shall occur in the order that provides the maximum economic benefit to the Executive. In the event that acceleration of equity awards
is to be reduced, such acceleration of vesting also shall be canceled in the order that provides the maximum economic benefit to the Executive.
Notwithstanding the foregoing, any reduction shall be made in a manner consistent with the requirements of section 409A of the Code
and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on
a pro rata basis, but not below zero.
7. Rights in Event of Termination of Employment
Absent Change in Control.
(a) If Executive’s employment is involuntarily
terminated by Bank other than for the reasons set forth in Section 3(b) of this Agreement, or if Executive terminates his employment
for Good Reason pursuant to Section 3(c) hereof, and no Change in Control shall have occurred at the date of such termination, then
Bank shall pay Executive an amount equal to 2.0 times the Executive’s Annual Base Salary and, for a period of 24 months from
the date of termination of employment, the Bank also shall maintain in full force and effect, for the continued benefit of Executive,
all employee benefit plans and programs to which Executive was entitled prior to the date of termination, if the Executive’s continued
participation is possible under the terms and conditions of such plans and programs, except that in the event the Executive’s participation
in any health, medical, life insurance, disability plan or program is barred, the Bank shall obtain and pay for, on the Executive’s
behalf, individual insurance plans, policies and programs which provide to Executive health, medical, life and disability insurance coverage
which is substantially equivalent to the insurance coverage to which Executive was entitled prior to the date of termination. In the event
that, as of the date of termination of employment, the Bank already is providing to the Executive health and medical (including, but not
limited to health, dental and vision) insurance coverage until September 13, 2029 pursuant to Section 4(f) of this Agreement, the Bank
shall continue to provide such coverage until the later of September 13, 2029 or the expiration of 24 months, as applicable, from the
date of termination of employment. Executive’s death during the period in which the health and medical (including, but not limited
to health, dental and vision) insurance benefit is to be provided pursuant to this Section shall not affect the Executive’s spouse’s
right to the continuation of such benefit through the expiration of such period.
(b) If Executive’s employment is terminated
upon the termination of the Employment Period on September 13, 2027 in accordance with Section 2 of this Agreement, or if Executive terminates
his employment without Good Reason at any time after Executive has attained 60 years of age, and in either case the Executive is not otherwise
employed on any basis where he would be eligible to receive health and medical insurance coverage under such employer’s plans, the
Bank shall, upon written notice from Executive (or Executive’s spouse if Executive has predeceased his spouse), obtain and pay the
entire premium for, on Executive’s (or his spouse’s) behalf until September 13, 2029, individual insurance plans, policies
or programs which provide to Executive and/or Executive’s spouse, health and medical (including, but not limited to health, dental
and vision) insurance coverage which is substantially identical to the insurance coverage which Executive otherwise would be entitled
to as a full time employee of the Bank (and the Bank also will pay to the Executive (or to the Executive’s spouse in the event the
Executive predeceases his spouse) the annual Gross-Up Payment or, if the Bank already is providing such coverage pursuant to Section 4(f)
of this Agreement, the Bank shall, without further notice from Executive (or Executive’s spouse), continue to provide such coverage
until September 13, 2029. Executive’s death during the period in which the health and medical (including, but not limited to health,
dental and vision) insurance coverage benefit is being provided pursuant to this Section shall not affect the Executive’s spouse’s
right to the continuation of such benefit through the expiration of such period.
(c) Executive shall not be required to mitigate
the amount of any payment provided for in this Section 7 by seeking other employment or otherwise. Except as provided in this Section 7,
unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Section 7 shall not be reduced by
any compensation earned by Executive as the result of employment by another employer or by reason of Executive’s receipt of or right
to receive any retirement or other benefits after the date of termination of employment or otherwise.
8. Post-Employment Covenants.
(a) Trade Secrets.
For purposes of this section, “Trade Secrets”
shall include information not otherwise known to persons not employed by the Bank relating to the Corporation’s or the Bank’s
financial data, marketing and business plans, profit margins, contracts, services, products, personnel, improvements, formulas, designs,
styles, processes, customers, vendors, referral sources, suppliers, business methods, practices and policies. Trade Secrets shall not
include any information known generally to the public (other than as a result of an unauthorized disclosure of such information by any
person) or any information that must be disclosed as required by law.
Executive acknowledges that, in the course of Executive’s
employment with the Bank, Executive is likely to develop and/or have access to the Corporation’s or the Bank’s Trade Secrets,
the misuse, misapplication and/or disclosure of which is likely to cause substantial and irreparable damage to the business and asset
value of the Bank. Accordingly, Executive agrees that, without the written consent of the Corporation’s and the Bank’s Board
of Directors, he will not, during the term of his employment with Bank or at any time thereafter (and regardless of the reason for termination
of employment), and other than in furtherance of his duties as an Executive of the Corporation and the Bank, knowingly use or disclose
to any person, any Trade Secrets of the Corporation or the Bank. Executive will also not copy, duplicate, transfer, transmit, disclose
or permit any unauthorized person access to the Corporation’s or the Bank’s Trade Secrets. Notwithstanding the foregoing,
nothing in this Agreement shall prohibit the Executive from reporting possible violations of federal law or regulation to any governmental
agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Department of Labor,
any agency Inspector General, or Congress, or making disclosures that are protected under the whistleblower provisions of federal law
or regulation, or from receiving an award for information provided to any such governmental agency. Executive does not need the prior
authorization of the Bank or the Corporation to make any such reports or disclosures, nor is Executive required to notify the Bank or
the Corporation that Executive has made any such reports or disclosures.
Upon request of the Bank, and in any event upon the
termination of employment with the Bank (whether such termination is voluntary or involuntary), Executive will deliver to the Bank all
materials, including, but not limited to, memoranda, notes, records, tapes, documentation, discs, manuals, files, other documents, and
all copies thereof in any form (“Bank Property”) that belong to the Bank or that concern or contain Trade Secrets, that are
in Executive’s possession, whether made or compiled by Executive, furnished to Executive or otherwise obtained by Executive or in
his possession or control.
Executive affirms and acknowledges that he is not
subject to any employment, non-disclosure, confidentiality, non-compete, or other agreement with any third party which would prevent or
prohibit Executive from fulfilling his duties for the Corporation or the Bank. If Executive is the subject of any such agreement, and
has any doubt as to its applicability to Executive’s position with the Bank, Executive will provide a copy of such agreement to
the Bank prior to the date on which Executive executes this Agreement so the Bank can make a determination as to its effect on Executive’s
ability to work for the Corporation and the Bank.
Executive acknowledges specifically that he has been
provided adequate and reasonable consideration for the promises made by him within this Section and further specifically agrees that he
intends to be legally bound by these restrictions.
The intent of this Section 8(a) is to provide
the Bank with all remedies afforded to it under applicable law, including, but not limited to, those remedies available under the Pennsylvania
Uniform Trade Secrets Act.
(b) Non-Competition and Non-Solicitation
Executive acknowledges and agrees that during his
employment with the Corporation and the Bank, Executive will be introduced to and otherwise have contact with the Bank’s customers,
vendors, suppliers and referral sources. Executive acknowledges and agrees that the Bank’s goodwill, as reflected in its relationship
with its customers, vendors, suppliers and referral sources, is of tremendous value to the Bank, and that the Bank is allowing Executive
access to these customers, vendors, suppliers and referral sources for the single and sole purpose of furthering the Bank’s business
relationship with them. Additionally, Executive’s access to the Corporation’s and the Bank’s Trade Secrets make it highly
likely that such information would be of use to a competitor of the Bank should Executive work for such a competitor. Because the Bank
would be unable to assure compliance with nondisclosure requirements, the parties hereto agree to the restrictions set forth in this Section.
Finally, Executive acknowledges that he will be provided specialized training and develop unique skills by the Bank, all of which would
be of significant value to a competitor. Accordingly, in addition to any other limitation imposed by law and/or this Agreement, Executive
agrees as follows:
(i) During the course of his employment with the
Corporation and the Bank, and for a period of twenty-four (24) months following the termination of Executive’s employment with the
Corporation and the Bank for any reason (whether such termination is voluntary or involuntary), Executive will not, except in furtherance
of his duties as an employee of the Corporation and the Bank, either on his own behalf or on behalf of any other person, entity, firm,
or corporation, whether as a principal, agent, executive, stockholder, partner, officer, member, director, sole proprietor, or otherwise,
contact or solicit (either directly or indirectly) any of the Bank’s customers, vendors, suppliers and referral sources.
(ii) During the course of Executive’s employment
with the Corporation and the Bank, and for a period of twenty-four (24) months following the termination of Executive’s employment
with the Corporation and the Bank for any reason (whether such termination is voluntary or involuntary), Executive will not, except in
furtherance of his duties as an employee of the Corporation and the Bank, either on his own behalf or on behalf of any other person, entity,
firm, or corporation, whether as a principal, agent, executive, employee, stockholder, partner, officer, member, director, sole proprietor,
or otherwise, engage in business with or otherwise provide (either directly or indirectly) services to any of the Bank’s customers,
suppliers, vendors and referral sources that are the same or similar to any services provided by the Bank.
(iii) For a period of twenty-four (24) months following
the termination of Executive’s employment with the Corporation and the Bank for any reason (whether such termination is voluntary
or involuntary), Executive will not, either on Executive’s own behalf or on behalf of any other person, entity, firm, or corporation,
whether as a principal, agent, executive, employee, stockholder, partner, officer, member, director, sole proprietor or otherwise (except
as an investor owning less than 5% of the stock of a publicly owned company), compete (either directly or indirectly) with the Bank, the
Corporation or any of their respective subsidiaries or affiliates, or otherwise engage in lending, banking or financial services within
a fifty (50) mile radius of any branch banking office of the Bank.
(iv) For a period of twenty-four (24) months following
the termination of Executive’s employment with the Corporation and the Bank for any reason (whether such termination is voluntary
or involuntary), Executive will not provide financial or other assistance to any person, entity, firm, or corporation engaged the banking,
lending, financial services or insurance business.
(v) Executive acknowledges specifically that he
has been provided adequate and reasonable consideration for the promises made by him within this Section and further specifically agrees
that he intends to be legally bound by these restrictions.
(c) Non-Solicitation of Employees
Executive acknowledges and agrees that the Bank’s
relationship with its employees is of tremendous value to the Bank, and that the Bank allows Executive access to these employees for the
single and sole purpose of furthering its business objectives. Accordingly, in addition to any other limitation imposed by law and/or
this Agreement, Executive agrees that during the period of Executive’s employment with the Corporation and the Bank and for a period
of twenty-four (24) months following the termination of Executive’s employment with the Corporation and the Bank for any reason
(whether voluntary or involuntary), Executive will not recruit or otherwise encourage any of the Bank’s employees (including temporary
employees) to terminate their relationship with the Bank or to seek employment with any other entity. Executive acknowledges that the
Corporation and the Bank would suffer significant financial harm as a result of losing any employee.
Executive acknowledges specifically that he has been
provided adequate and reasonable consideration for the promises made by him within this Section and further specifically agrees that he
intends to be legally bound by these restrictions.
(d) Non-Disparagement
Executive and the Corporation and the Bank agree
that, to the fullest extent allowed by law, neither will make any disparaging or negative remarks to any person concerning the other,
its business practices, its business plans, Executive’s employment, or the termination of this Agreement.
(e) Reasonableness
Executive acknowledges that he has carefully read
and considered Sections (a), (b), (c) and (d) above and, having done so, agrees that the restrictions set forth in these Sections
are fair and reasonable, and are legitimately required for the protection of the Corporation’s and the Bank’s business, interests
and goodwill. In the event that any part or portion of Section (a), (b), (c) and/or (d) is deemed by a court of competent jurisdiction
to be overbroad or otherwise invalid, Executive authorizes said court to enforce the Section(s) at issue to the fullest extent possible
to protect the interests of the Corporation and the Bank. In addition, Executive specifically agrees and understands that the covenants
set forth in Sections (a), (b), (c) and (d), above, shall survive the termination of Executive’s employment relationship
with the Corporation and the Bank.
(f) Remedies for Breach
Notwithstanding the provisions of Section 16
of this Agreement, the parties agree that the Bank may seek and obtain injunctive relief in the Court of Common Pleas of Columbia County,
Pennsylvania, should the Corporation and the Bank believe that Executive has breached any part of Section 8 of this Agreement.
Executive recognizes and agrees that damages in the
event of a breach by Executive of Sections (a), (b), (c) and/or (d), above, would be difficult, if not impossible, to ascertain,
and Executive therefore agrees that, if such breach occurs, the Corporation and the Bank, in addition to and without limiting any other
remedy or right they may have, shall have the right to an injunction or other equitable relief, in any court of competent jurisdiction,
enjoining any such breach, and Executive hereby waives any and all defenses Executive may have on the grounds of lack of jurisdiction
or competence of the court to grant such an injunction or other equitable relief. (Executive agrees that the Corporation and the Bank
shall not be required to post more than a nominal bond or surety in order to obtain such injunction or relief.) The existence of this
right shall not preclude any other rights and remedies at law or in equity which the Bank may possess.
9. Liability Insurance. The Corporation
and the Bank shall use their best efforts to obtain insurance coverage for the Executive under an insurance policy covering officers and
directors of the Corporation and the Bank against lawsuits, arbitrations or other legal or regulatory proceedings; however, nothing herein
shall be construed to require the Corporation or the Bank to obtain such insurance, if the Board of Directors of the Bank determines that
such coverage cannot be obtained at a reasonable price.
10. Specified Employee Status. Notwithstanding
anything in this Agreement to the contrary, in the event Executive is determined to be a Specified Employee, as that term is defined in
Section 409A of the Code and the regulations promulgated thereunder, payments to such Specified Employee under paragraphs 3(c),
6 or 7, other than payments qualifying as short term deferrals or an exempt pay arrangement under Section 409A, shall not begin earlier
than the first day of the seventh month after the date of termination. If any payments are postponed due to such requirements, such postponed
amounts shall be paid in a lump sum to the Executive on the first payroll date that occurs after the date that is six months following
the Executive’s separation of service with the Bank.
For purposes of the foregoing, the date upon which
a determination is made as to the Specified Employee status of the Executive, the Identification Date (as defined in Section 409A
of the Code and the regulations promulgated thereunder) shall be December 31.
11. Notices. Except as otherwise
provided in this Agreement, any notice required or permitted to be given under this Agreement shall be in writing and deemed properly
given when hand-delivered or mailed by registered or certified mail, postage prepaid with return receipt requested, to Executive’s
residence, in the case of notices to Executive, and to the principal executive office of the Bank, to the attention of the Independent
Lead Director, in the case of notice to the Bank, or to such other address as either party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall be effective only upon receipt.
12. Waiver. No provision of this
Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive
and an executive officer specifically designated by the Board of Directors of the Bank. No waiver by either party hereto at any time of
any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
13. Assignment. This Agreement shall
not be assignable by any party, except by the Bank or Corporation to any successor in interest to its business.
14. Entire Agreement. This Agreement
contains the entire agreement of the parties relating to the subject matter of this Agreement. Upon the execution and delivery of this
Agreement, any prior agreement relating to the subject matter hereof, including but not limited to the Existing Agreement, will be deemed
automatically terminated and be of no further force or effect, except that the Executive hereby acknowledges receipt of payment in full
of the signing cash bonus provided for by Section 4(b) of the Existing Agreement and Executive, the Corporation and the Bank each agrees
that Section 4(b) of the Existing Agreement otherwise shall continue in full force and effect.
15. Successors; Binding Agreement.
(a) Bank will require any successor (whether direct
or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the businesses and/or assets of the Bank
to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Bank would be required to perform
it if no such succession had taken place. Failure by the Bank to obtain such assumption and agreement prior to the effectiveness of any
such succession shall constitute a breach of this Agreement. As used in this Agreement, “Bank” shall mean Bank, as defined
previously and any successor to its respective business and/or assets as aforesaid which assumes and agrees to perform this Agreement
by operation of law or otherwise.
(b) This Agreement shall inure to the benefit of
and be enforceable by Executive’s personal or legal representatives, executors, administrators, heirs, distributees, devisees and
legatees. If Executive should die after a Notice of Termination is delivered by Executive, or following termination of Executive’s
employment without Cause, and any amounts would be payable to Executive under this Agreement if Executive had continued to live, all such
amounts shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee, or other designee, or, if
there is no such designee, to Executive’s estate.
16. Clawback. Executive acknowledges
that the Executive is subject to any Clawback Policy that may be adopted by the Corporation’s Board. Absent any formal Clawback
Policy, the Executive agrees that the Executive shall be required to forfeit and pay back to the Corporation any bonus or other incentive
compensation paid to the Executive if: (a) a court makes a final determination that the Executive directly or indirectly engaged
in fraud or misconduct that caused or partially caused the need for a material financial restatement by the Corporation or (b) the
independent members of the Corporation’s Board determine that the Executive has committed a material violation of the Corporation’s
Code of Conduct.
17. Release. Notwithstanding any
other provision of this Agreement, any severance or termination payments or benefits herein described are conditioned on the Executive’s
execution and delivery to the Corporation and Bank of an effective general release agreement in the form attached hereto as Exhibit “A,”
as such form may be modified by the Corporation, in a manner consistent with the requirements of the Older Workers Benefit Protection
Act and any applicable state law. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the
Executive’s execution of the release, directly or indirectly, result in the Executive designating the calendar year of payment,
and if a payment that is subject to execution of the release could be made in more than one taxable year, payment shall be made in the
later taxable year.
18. Validity. The invalidity or unenforceability
of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall
remain in full force and effect.
19. Applicable Law. This Agreement
shall be governed by and construed in accordance with the domestic, internal laws of the Commonwealth of Pennsylvania, without regard
to its conflicts of laws principles.
20. Headings. The section headings
of this Agreement are for convenience only and shall not control or affect the meaning or construction or limit the scope or intent of
any of the provisions of this Agreement.
21. Continuation of Certain Provisions.
Any termination of Executive’s employment under this Agreement or of the Agreement will not affect the benefit, trade secret and
non-competition provisions and clawback provisions of paragraphs 4, 8 and 17, which will survive any such termination and remain
in full force and effect in accordance with their respective terms.
22. Section 409A of the Code.
This Agreement shall be interpreted to avoid any penalty sanctions under section 409A of the Code. If any payment or benefit cannot
be provided or made at the time specified herein without incurring sanctions under section 409A of the Code, then such benefit or
payment shall be provided in full at the earliest time thereafter when such sanctions shall not be imposed. The Executive shall be solely
responsible for any tax imposed under section 409A of the Code and in no event shall the Corporation have any liability with respect
to any tax, interest or other penalty imposed under section 409A of the Code. For purposes of section 409A of the Code, all
payments to be made upon a termination of employment under this Agreement may only be made upon the Executive’s “separation
from service” (within the meaning of such term under section 409A of the Code). In no event shall the Executive, directly or
indirectly, designate the calendar year of payment, except as permitted under section 409A of the Code. All reimbursements and in
kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section 409A of the
Code, including, where applicable, the requirement that: (i) any reimbursement shall be for expenses incurred during the Executive’s
lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement,
or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be
provided, in any other calendar year, (iii) the reimbursement of an eligible expense shall be made on or before the last day of the
calendar year following the year in which the expense is incurred and (iv) the right to reimbursement or in kind benefits is not
subject to liquidation or exchange for another benefit.
23. Counterparts; Electronic Delivery.
This Agreement may be executed in counterparts. A signed counterpart of this Agreement delivered by facsimile, email or other means of
electronic transmission shall be deemed to have the same legal effect as delivery of an original signed counterpart.
IN WITNESS WHEREOF, the parties have
executed this Agreement as of the date first above written.
ATTEST: |
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MUNCY COLUMBIA FINANCIAL CORPORATION |
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/s/ Leslie Chyko |
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By: |
/s/ Lance O. Diehl |
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Asst. Secretary |
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Lance O. Diehl, President & CEO |
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ATTEST: |
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JOURNEY BANK |
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/s/ Leslie Chyko |
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By: |
/s/ Lance O. Diehl |
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Asst. Secretary |
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Lance O. Diehl, President & CEO |
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WITNESS: |
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/s/ Jeffrey T. Arnold |
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/s/ Robert J. Glunk |
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Robert J. Glunk |
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Exhibit A
Separation Agreement and General Release
THIS SEPARATION AGREEMENT AND GENERAL RELEASE (this
“Agreement”) is made by and between ROBERT J. GLUNK (the “Executive”), MUNCY
COLUMBIA FINANCIAL CORPORATION, a corporation organized and existing under the laws of the Commonwealth of Pennsylvania (the “Corporation”)
and JOURNEY BANK, a Pennsylvania chartered bank (the “Bank”).
WHEREAS, the Executive, the Corporation and the
Bank entered into an Employment Agreement dated February 13, 2024 (the “Employment Agreement”) that sets forth
the terms and conditions of the Executive’s employment with the Corporation and the Bank, including the circumstances under which
the Executive is eligible to receive severance pay.
NOW, THEREFORE, the Executive, the Corporation
and the Bank each intending to be legally held bound, hereby agree as follows:
24. Consideration. In consideration for
a release of claims and other promises and covenants set forth herein, the Corporation and the Bank agree to pay the Executive such consideration
as is specified in Sections 6 and 7 of the Employment Agreement in accordance with the terms and conditions of the Employment Agreement.
25. Executive’s Release. The Executive
on the Executive’s own behalf and together with the Executive’s heirs, assigns, executors, agents and representatives hereby
generally releases and discharges the Corporation and the Bank and their respective subsidiaries, affiliates and the respective predecessors,
successors (by merger or otherwise) and assigns of any of the foregoing, together with each and every of the present, past and future
officers, managers, directors, shareholders, members, general partners, limited partners, employees and agents of any of the foregoing,
and the heirs and executors of any of the foregoing (herein collectively referred to as the “Releasees”) from
any and all suits, causes of action, complaints, obligations, demands, common law or statutory claims of any kind, whether in law or in
equity, direct or indirect, known or unknown (hereinafter “Claims”), which the Executive ever had or now has
against the Releasees, or any one of them occurring up to and including the date of this Agreement. Notwithstanding anything herein to
the contrary, the Executive’s release is not and shall not be construed as a release of any future claim by the Executive against
the Corporation or the Bank. This release specifically includes, but is not limited to:
(a) any and all Claims for wages and benefits including,
without limitation, salary, stock options, stock, royalties, license fees, health and welfare benefits, severance pay, vacation pay, and
bonuses;
(b) any and all Claims for wrongful discharge,
breach of contract, whether express or implied, and Claims for breach of implied covenants of good faith and fair dealing;
(c) any and all Claims for alleged employment discrimination
on the basis of race, color, religion, sex, age, national origin, veteran status, disability and/or handicap, in violation of any federal,
state or local statute, ordinance, judicial precedent or Employee order, including but not limited to claims for discrimination under
the following statutes: Title VII of the Civil Rights Act of 1964, 42 U.S.C. §2000e et seq.; the Civil Rights Act
of 1866, 42 U.S.C. §1981; the Civil Rights Act of 1991; the Age Discrimination in Employment Act, as amended, 29 U.S.C.
§621 et seq.; the Older Workers Benefit Protection Act 29 U.S.C. §§ 623, 626 and 630; the Rehabilitation
Act of 1972, as amended, 29 U.S.C. §701 et seq.; the Americans with Disabilities Act, 42 U.S.C. §12101 et
seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. §2601, et seq.; the Fair Labor Standards Act, as amended,
29 U.S.C. §201, et seq.; the Fair Credit Reporting Act, as amended, 15 U.S.C. §1681, et seq.; and the
Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. § 1000, et seq. (“ERISA”) or
any comparable state statute or local ordinance;
(d) any and all Claims under any federal or state
statute relating to employee benefits or pensions;
(e) any and all Claims in tort, including but not
limited to, any Claims for assault, battery, misrepresentation, defamation, interference with contract or prospective economic advantage,
intentional or negligent infliction of emotional distress, duress, loss of consortium, invasion of privacy and negligence; and
(f) any and all Claims for attorneys’ fees
and costs.
26. Acknowledgment. The Executive understands
that the release of Claims contained in this Agreement extends to all of the aforementioned Claims and potential Claims which arose on
or before the date of this Agreement, whether now known or unknown, suspected or unsuspected, and that this constitutes an essential term
of this Agreement. The Executive further understands and acknowledges the significance and consequences of this Agreement and of each
specific release and waiver, and expressly consents that this Agreement shall be given full force and effect to each and all of its express
terms and provisions, including those relating to unknown and uncompensated Claims, if any, as well as those relating to any other Claims
specified herein. Notwithstanding the foregoing, Executive has been advised and understands that nothing contained in this Agreement shall
prohibit the Executive from reporting possible violations of federal law or regulation to any governmental agency or entity, including
but not limited to the Department of Justice, the Securities and Exchange Commission, the Department of Labor, any agency Inspector General,
or Congress, or making disclosures that are protected under the whistleblower provisions of federal law or regulation, or from receiving
an award for information provided to any such governmental agency. Executive does not need the prior authorization of the Bank or the
Corporation to make any such reports or disclosures, nor is Executive required to notify the Bank or the Corporation that Executive has
made any such reports or disclosures.
27. Remedies. All remedies at law or in
equity shall be available to the Releasees for the enforcement of this Agreement. This Agreement may be pleaded as a full bar to the enforcement
of any Claim that the Executive may assert against the Releasees. The non- prevailing party in any litigation shall pay for the prevailing
party’s costs and expenses of litigation including without limitation the prevailing parties attorney’s fees.
28. No Admission. Neither the execution
of this Agreement by the Corporation and the Bank, nor the terms hereof, constitute an admission by the Corporation or the Bank of any
liability to the Executive.
29. Entire Agreement. This Agreement contains
the entire agreement of the parties with respect to the subject matter hereof, and shall be binding upon their respective heirs, executors,
administrators, successors and assigns. In the event there is any inconsistency between the terms of this Agreement and the Employment
Agreement, the terms of this Agreement shall control.
30. Severability. If any term or provision
of this Agreement shall be held to be invalid or unenforceable for any reason, then such term or provision shall be ineffective to the
extent of such invalidity or unenforceability without invalidating the remaining terms or provisions hereof, and such term or provision
shall be deemed modified to the extent necessary to make it enforceable.
31. Executive’s Representation. The
Executive represents and warrants that he or she has not assigned any claim that he or she purports to release hereunder and that he or
she has the full power and authority to enter into this Agreement and bind each of the persons and entities that the Executive purports
to bind. The Executive further represents and warrants that he or she is bound by, and agrees to remain bound by, the Executive’s
post-employment obligations set forth in the Employment Agreement.
32. Amendments. Neither this Agreement nor
any term hereof may be changed, waived, discharged, or terminated, except by a written agreement signed by the parties hereto.
33. Governing Authority. This Agreement
shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to the principles of
conflicts of laws of any jurisdiction. The Executive agrees that the Corporation and the Bank shall have the right to commence and maintain
an action hereunder in the state and federal courts appropriate for the location at which the Corporation maintains its corporate offices,
and the Executive hereby submits to the jurisdiction and venue of such courts.
34. Fees and Costs. The parties shall bear
their own attorneys’ fees and costs.
35. Counterparts; Electronic Delivery. This
Agreement may be executed in counterparts. A signed counterpart of this Agreement delivered by facsimile, email or other means of electronic
transmission shall be deemed to have the same legal effect as delivery of an original signed counterpart.
36. Legally Binding. The terms of this Agreement
contained herein are contractual, and not a mere recital.
IN WITNESS WHEREOF, the Executive, acknowledging
that he is acting of his own free will after having had the opportunity to seek the advice of counsel and a reasonable period of time
to consider the terms of this Agreement, and the Corporation and the Bank, have caused the execution of this Agreement, each as of the
day and year written below.
ATTEST: |
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MUNCY COLUMBIA FINANCIAL CORPORATION |
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By: |
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Secretary |
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ATTEST: |
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JOURNEY BANK |
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By: |
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Secretary |
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Muncy Columbia Financial Corporation 8-K
Exhibit 10.3
THIRD AMENDMENT TO
Supplemental
Executive Retirement Plan
THIS THIRD AMENDMENT (the
“Amendment”) is made and entered into as of the 13th day of February, 2024, by and between Journey Bank (successor by merger
to The Muncy Bank and Trust Company) (the “Company”), and Robert Glunk (the “Executive”).
The Company and the Executive
entered into a Supplemental Executive Retirement Plan dated May 17, 2016, as amended by that certain First Amendment dated July 28, 2016
and that certain Second Amendment dated May 21, 2019 (together, the "Agreement"), which provides deferred compensation benefits
to the Executive under the circumstances described therein. The Company and the Executive now wish to further amend the Agreement by the
execution and delivery of this Third Amendment.
Now, therefore, the Employer
and the Executive agree as follows and adopt the following amendments to the Agreement:
Section 1.16 of the Agreement
shall be deleted in its entirety and replaced by the following:
1.16 “Normal
Retirement Age” means the date the Executive attains age sixty-three (63).
The Schedule A attached
to the above-referenced Second Amendment to the Agreement shall be replaced with the attached Schedule A.
IN WITNESS WHEREOF, the Executive
and a duly authorized representative of the Company have executed this Third Amendment.
Executive: |
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Company: |
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/s/ Robert J. Glunk |
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By: |
/s/ Lance O. Diehl |
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Robert Glunk |
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Lance O. Diehl, President and
Chief Executive Officer |
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