DIRECTOR’S COMPENSATION AGREEMENT
EXHIBIT 10.5
1992 DIRECTOR’S DEFERRED COMPENSATION AGREEMENT FOR XXXXXX XXXXXXXXX
This Agreement is entered into this first day of January, 1992, between JUNIATA VALLEY BANK, X.X.
Xxx 00, Xxxxxxxxxxx, Xxxxxxxxxxxx 00000 (herein referred to as the “Bank”) and XXXXXX XXXXXXXXX,
Xxx 000XX, Xxxx #0, Xxxxxxxxxx, Xxxxxxxxxxxx 00000 (herein referred to as the “Director”).
Director fails to designate a beneficiary in writing to the Bank, the balance of monthly
installments at the time of his death shall be paid to the legal representative of the estate of
the Director.
13. If the Bank shall acquire an insurance policy or any other asset in connection with the
liabilities assumed by it hereunder, it is expressly understood and agreed that neither Director
nor any beneficiary of Director shall have any right with respect to, or claim against, such policy
or other asset except as expressly provided by the terms of such policy or in the title to such
other asset. Such policy or asset shall not be deemed to be held under any trust for the benefit of
Director or his beneficiaries or to be held in any way as collateral security for the fulfilling of
the obligations of the Bank under this Agreement except as may be expressly provided by the terms
of such policy or other asset. It shall be, and remain, a general, unpledged, unrestricted asset of
the Bank.
14. This agreement shall be construed under and governed by the laws of the State of
Pennsylvania.
16. This Agreement shall be binding upon and inure to the benefit of any successor of the Bank
and any such successor shall be deemed substituted for the Bank under the terms of this Agreement.
As used herein, the term “successor’ shall include any person, corporation or other business entity
which at any time, whether by merger, purchase or otherwise, acquires all or substantially all of
the stock, assets or business of the Bank.
17. If the Bank’s marginal income tax bracket is different from 34% at the time deferred income
payments are made under this Agreement to the Director or his beneficiary (ies), the payments may
be adjusted by the Board of Directors to reflect that change. The following formula could be used
to calculate the change in benefits: Monthly Income (As Shown) X .66 divided by 1 — Tax Bracket.