EXHIBIT 10
FIRST AMENDMENT
TO
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AGREEMENT is made as of the 15th day of May, 2000, between PEOPLES
LTD. (the "Corporation") and PEOPLES STATE BANK OF WYALUSING PA (the "Bank"),
and XXXXXX X. XXXXX (the "Executive").
WHEREAS, the Corporation, the Bank and the Executive entered into an
Executive Employment Agreement dated May 15, 2000 (the "Employment Agreement");
and
WHEREAS, the Corporation, the Bank and the Executive desire to amend the
Employment Agreement to accurately reflect the agreement of the parties;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and intending to be legally bound hereby, the parties agree
that the Employment Agreement is amended as follows:
1. Paragraph 1(a) is amended to read as follows:
(a) General. The Corporation and the Bank hereby shall employ
the Executive and the Executive hereby accepts employment
with the Corporation and Bank for a term of two (2) year(s)
beginning on January 1, 2000, and ending on December 31,
2001, subject, however, to prior termination of this
Agreement as set forth below.
2. Paragraph 1(b) is amended to read as follows:
(b) This Agreement shall renew and the Employment Period shall
be extended for an additional period of one (1) year upon
the mutual agreement (on or after September 1, 2001) of the
Executive, the Corporation and the Bank.
3. The following additional language is added at the end of Paragraph
2:
Notwithstanding the foregoing, upon the Effective Time of the
merger of the Corporation with and into Citizens & Northern
Corporation (as such term is defined in that certain Agreement and
Plan of Merger dated June
___, 2000), the Executive's position shall be that of Senior Vice
President of the Bank and Senior Vice President and Chief
Executive Officer of Citizens & Northern Financial Services
Corporation with such duties as may from time to time be
prescribed by the Chief Executive Officer of Citizens & Northern
Bank as approved by the Board of Citizens & Northern Bank.
4. A new paragraph 4(d) is hereby added to read as follows:
(d) CHANGE IN CONTROL PAYMENT. At the Effective Time of the
merger of the Corporation with and into Citizens & Northern
Corporation, providing that the Executive was not
terminated prior to said Effective Time by the Corporation,
the Executive shall be entitled to receive a lump sum cash
payment or such other form of payment acceptable to the
Executive equal to 2.99 times the highest annual
compensation, including cash bonuses, which the Executive
received during the preceding three (3) year period ending
on the date of termination (the "Payment Amount").
Executive will be responsible for all tax withholding
obligations with respect to such payment (other than
Medicare) and will hold the Corporation and Citizens &
Northern Corporation harmless with respect thereto. In the
event that:
(i) the Payment Amount would be deemed to include an
"excess parachute payment" under Section 280G of the
Internal Revenue Code of 1986, as amended (the
"Code") or any successor thereto, and
(ii) if such Payment Amount were reduced to an amount
(the "Non-Triggering Amount"), the value of which is
one dollar ($1.00) less than an amount equal to
three (3) times Executive's "base amount," as
determined in accordance with said Code Section
280G, and the Non-Triggering Amount would be greater
than the aggregate value of the Payment Amount
(without such reduction) minus the amount of tax
required to be paid by the Executive thereon by
Section 4999 of the Code, then the Payment Amount
shall be reduced to the Non-Triggering Amount.
5. Paragraph 9(d) is amended to read as follows:
(d) TERMINATION BY EXECUTIVE. The Executive may terminate his
employment hereunder if (1) his health should become
impaired to an extent that it makes continued performance
of his duties hereunder hazardous to his physical or
mental health or his life, or (2) for Good Reason.
The term "Good Reason" shall mean (i) any removal
of the Executive from (other than as a result of his
-2-
regulatory removal) any of the positions indicated in
Paragraph 2 hereof, except in connection with termination
of the Executive's employment for Cause or (ii) failure of
the Bank to comply with Paragraph 5 hereof, after notice
from the Executive to the Corporation and the Bank that
such action or limitation of the Bank or Corporation
constitutes Good Reason and the failure to cure such
situation within thirty (30) day(s) of said notice, or if
said situation cannot be cured within thirty (30) day(s),
within a reasonable time thereafter if a diligent effort is
being made by the Corporation and/or the Bank to cure such
situation.
6. The phrase "other than a Change of Control as defined herein" is
deleted form the seventh line of Paragraph 10(b).
7. Paragraph 10(c) is amended to read as follows:
If the Executive terminates his employment for Good Reason or the
Bank or Corporation or Citizens & Northern Corporation terminates
the Executive's employment other than for Cause, the Corporation
and/or Bank or Citizens & Northern Corporation (as applicable)
shall maintain in full force and effect, for the continued benefit
of the Executive through the term of his Agreement, all employee
benefit plans and programs to which the Executive was entitled
prior to the date of termination, except those under paragraphs
5(b) (but not including accrued vacation days), (c) and (d), 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 Corporation
and/or Bank or Citizens & Northern Corporation (as applicable)
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 which
the Executive was entitled prior to the date of termination.
8. Paragraph 10(d) is deleted in its entirety.
9. Paragraph 13 is deleted in its entirety.
10. Paragraph 14 is deleted in its entirety.
-3-
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have caused this Agreement to be duly executed in their respective names
and, in the case of the Corporation and Bank, by its authorized representatives
as of the day and year above mentioned.
ATTEST: PEOPLES STATE BANK OF
WYALUSING PA
/s/ P. Xxxx Xxxxx /s/ Xxxxxxx Xxxxxx, Jr.
By:
------------------------------- -------------------------------
SECRETARY Xxxxxxx Xxxxxx, Jr.
Chairman
ATTEST: PEOPLES LTD.
/s/ P. Xxxx Xxxxx /s/ Xxxxxxx Xxxxxx, Jr.
By:
------------------------------- -------------------------------
SECRETARY Xxxxxxx Xxxxxx, Jr.
Chairman
WITNESS:
/s/ Xxxx X. Xxxxxxxx /s/ Xxxxxx X. Xxxxx
------------------------------- ----------------------------------
Xxxxxx X. Xxxxx
-4-
