CHANGE OF CONTROL SEVERANCE AGREEMENT
CHANGE OF CONTROL SEVERANCE AGREEMENT
THIS CHANGE OF CONTROL SEVERANCE AGREEMENT is entered into as of 26th day of April 2022, between JUNIATA VALLEY FINANCIAL CORP., a Pennsylvania business corporation having its principal place of business in Mifflintown, Pennsylvania (“JUVF”), and THE JUNIATA VALLEY BANK, a state-chartered bank located in Mifflintown, Pennsylvania (collectively with JUVF, the “Bank”), and XXXXXXX X. XXXX, (the “Employee”).
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For purposes of this Agreement, Employee shall have Good Reason to resign if:
(i) (A) there is a material diminution in Employee's base compensation as in effect immediately prior to the Change of Control; (B) there is a material increase in the Employee’s commute by automobile from Mifflintown, Pennsylvania to where he must perform his services; (C) there is a material diminution in the Employee’s authority, duties or responsibilities (or those of the Employee’s supervisor) or the Employee’s budget authority, (D) there is a material breach of any applicable employment agreement; or (E) there is a material increase in the Employee’s travel time away from home in performance of his required duties on behalf of the Bank than was required of Employee during the year preceding the year in which the Change of Control occurred;
(ii) the termination of employment occurs no later than two years after the Good Reason condition occurs; and
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(iii) the Employee gives notice of the Good Reason condition to the Bank or its successor within 90 days of when it comes into existence and the Bank, or its successor fails to remedy or cure the Good Reason condition within thirty (30) days of such notice.
If the Bank fails to cure the Good Reason condition, then, at the option of the Employee, exercisable by the Employee within the time period in (ii) above, the Employee may resign from employment (or, if involuntarily terminated, give notice of intention to collect the benefit hereunder) by delivering a notice in writing (the “Notice of Termination”) to the Bank.
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If to the Employee: Xxxxxxx X. Xxxx
000 Xxxxxx Xxxxx Xxxxx, Xxx #00
Xxxxxxxxxxx, XX 00000
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If to the Bank: Juniata Valley Financial Corp.
and The Juniata Valley Bank
X.X. Xxx 00
Xxxxxxxxxxx, XX 00000
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 actual receipt.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.
Attest: JUNIATA VALLEY FINANCIAL CORP.
/s/ XxXxx X. XxXxxx By: /s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Attest: THE JUNIATA VALLEY BANK
/s/ XxXxx X. XxXxxx By: /s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Witness: EMPLOYEE:
/s/ XxXxx X. XxXxxx By: /s/ Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxx
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