ex10-1.htm


    


    


    


    


    


    DEFERRED
INCOME AGREEMENT

    


    


    


    LEON Z.
MARTIN

    


    


    EPHRATA
NATIONAL BANK

    


    


    EPHRATA,
PA

    


    OCTOBER
1, 1994

    


    


    #5

     

     

     

    
 


    
      
         


      

      
        40

        
          

        

      

      
         


      

    


    


    DIRECTOR’S COMPENSATION
AGREEMENT

    


    


         This
Agreement is entered into this 1st day of
October, 1994, between EPHRATA NATIONAL BANK, 31 E. Main Street, Ephrata, PA
17522, (herein referred to as the “Bank”) and LEON Z. MARTIN, RD #3, Ephrata, PA
17522 (herein referred to as the “Director”).

    


    


    W I T N E S S E T
H

    


    


         WHEREAS,
the Bank recognizes that the competent and faithful efforts of the Director on
behalf of the Bank have contributed significantly to the success and growth of
the Bank; and

    


         WHEREAS,
the Bank values the efforts, abilities and accomplishments of the Director and
recognizes that his services are vital to its continued growth and profits in
the future; and

    


         WHEREAS,
the Bank desires to compensate the Director and retain his services for four
years and 5 months, if elected, to serve on the Board of
Directors.  Such compensation is set forth below; and

    


         WHEREAS,
the Director, in consideration of the foregoing, agrees to continue to serve as
a Director if elected.

    


    


         NOW,
THEREFORE, it is mutually agreed as follows:

    


    


    
      	
               
      

            	
              1.

            	
              Compensation.  The
      Bank agrees to pay the Director the total sum of $49,750.00 payable in
      monthly installments of $414.58 for 120 consecutive months, commencing on
      the first day of the month following the Director’s 71st
      birthday.  Payments to the Director will terminate when the 120
      payments have been made or at the time of the Director’s death, whichever
      occurs first.

            


    

    


    
      	
               
      

            	
              2.

            	
              Death of Director
      Before Age 71.   In the event of the Director’s
      death before reaching age 71, the Bank agrees to pay to the Director’s
      beneficiary designated in writing to the Bank, the sum of $414.58 per
      month for 120 consecutive months.  Payments will begin on the
      first day of the month following the Director’s
  death.

            


    

    


    
      	
               
      

            	
              3.

            	
              Death of Director
      After Age 71.  If the Director dies after age 71 prior to
      receiving the full 120 monthly installments, the remaining monthly
      installments will be paid to the Director’s designated beneficiary
      (ies).  The beneficiary (ies) shall receive all remaining
      monthly installments which the Director would have received until the
      total sum of $49,750.00 set forth in paragraph “1” is paid.  If
      the Director fails to designate a beneficiary in writing to the Bank, the
      balance of monthly installments remaining at the time of his death shall
      be paid to the legal representative of the estate of the
      Director.

            


    

    


    


    


    


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              4.

            	
              Termination of Service
      as a Director.  If the Director, for any reason other
      than death, fails to serve four consecutive years and 5 months as a
      Director, he will receive monthly compensation beginning at age 71 on the
      basis that the number of full months served bears to the required number
      of 53 months times the compensation stated in paragraph
      “1”.  For example, if the Director serves only 30 months, he
      will be entitled to 30/53 or 56.6% of the compensation stated in paragraph
      “1” and “2”.

            


    

    


    
      	
               
      

            	
              5.

            	
              Suicide. No
      payments will be made to the Director’s beneficiary (ies) or to his estate
      in the event of death by suicide during the first three years of this
      Agreement.

            


    

    


    
      	
               
      

            	
              6.

            	
              Status of
      Agreement.  This Agreement does not constitute a contract
      of employment between the parties, nor shall any provision of this
      agreement restrict the right of the Bank’s shareholders to replace the
      Director or the right of the Director to terminate his
      service.

            


    

    


    
      	
               
      

            	
              7.

            	
              Binding
      Effect.  This agreement shall be binding upon the
      successors and assigns of the Bank, and upon the heirs and legal
      representatives of the Director.

            


    

    


    
      	
               
      

            	
              8.

            	
              Interruption of
      Service.  The service of the Director shall not be deemed
      to have been terminated or interrupted due to his absence from active
      service on account of illness, disability, during any authorized vacation
      or during temporary leaves of absence granted by 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.

            


    

    


    
      	
               
      

            	
              9.

            	
              Forfeiture of
      Compensation by Competition.  The Director agrees that
      all rights to compensation following age 71 shall be forfeited by him if
      he engages in competition with the Bank, without the prior written consent
      of the Bank, within a radius of 50 miles of the main office of the Bank
      for a period of ten years, coinciding with the number of years that the
      Director shall receive such
compensation.

            


    

    


    
      	
            	
              10.

            	
              Assignment of
      Rights.  None of the rights to compensation under this
      Agreement are assignable by the Director or any beneficiary or designee of
      the Director and any attempt to anticipate, sell, transfer, assign,
      pledge, encumber or change Director’s right to receive compensation, shall
      be voided.

            


    

    


    
      	
            	
              11.

            	
              Status of Director’s
      Rights.  The rights granted to the Director or any
      designee or beneficiary under this Agreement shall be solely those of an
      unsecured creditor of the Bank.

            


    

    


    
      	
            	
              12.

            	
              Amendments.  This
      agreement may be amended only by a written Agreement signed by the
      parties.

            


    

    


    


    


     

    


    


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              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.

            


    

    


    
      	
            	
              15.

            	
              Interpretation.  Wherever
      appropriate in this Agreement, words used in the singular shall include
      the plural and the masculine shall include the feminine
      gender.

            


    

    


    
      	
            	
              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 will 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

            
	 
      	 
      	
                1  -  Tax
      Bracket

            


    

    


    
      	
            	
              18.

            	
              All
      compensation provided by this agreement is in addition to that which is
      provided under the Director’s Deferred Compensation Agreements dated:
      09/01/84,
      01/01/87, 09/01/89, and
01/01/92.

            


    

    


    


    IN WITNESS HEREOF, the parties have
signed this Agreement the day and year above written.

    


    


    
      	 
      	 
      	
              EPHRATA
      NATIONAL BANK

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              (SEAL)

            	 
      	
              BY

            	
              /s/   John
      H. Shuey

            
	 
      	 
      	 
      	
              JOHN
      SHUEY, PRESIDENT

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              /s/ Edythe
      Overholser

            	 
      	 
      	
              /s/  Leon
      Z. Martin

            
	 
      	 
      	 
      	
              LEON
      Z. MARTIN, DIRECTOR

            
	 
      	 
      	 
      	 
      


    

    


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