DIRECTOR’S COMPENSATION AGREEMENT
EXHIBIT 10.4
1991 DIRECTOR’S DEFERRED COMPENSATION AGREEMENT FOR A. XXXXXX XXXX
This Agreement is entered into this first day of January, 1991, between JUNIATA VALLEY BANK, X.X.
Xxx 00, Xxxxxxxxxxx, Xxxxxxxxxxxx 00000 (herein referred to as the “Bank”) and A. XXXXXX XXXX, 000
Xxxxxx Xx., Xxxxxxxxxxx, Xxxxxxxxxxxx 00000 (herein referred to as the “Director”).
the Bank for reasons of professional advancement, education, health or government service, or
during military leave for any period if the Director is elected to serve on the board following
such interruption.
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 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, restricted 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.
18. All compensation provided by this Agreement is in addition to that which is provided under
the Director’s Compensation Agreements dated January 1, 1982 and January 1, 1986.