Exhibit 10.11


 


CHANGE
OF CONTROL AGREEMENT


 


THIS CHANGE
OF CONTROL AGREEMENT is effective as of this 31st day of December, 2015, and is entered into by and among Allegheny
Valley Bancorp, Inc. (“Corporation”), a Pennsylvania business corporation having a place of business at 5137
Butler Street, Pittsburgh, PA 15201, Allegheny Valley Bank of Pittsburgh (“Bank”), a Pennsylvania chartered bank
having a place of business at 5137 Butler Street, Pittsburgh, PA 15201, and Susan DeLuca, (“Officer”), an
individual (collectively the “Parties” and individually a “Party”).


 


WITNESSETH THAT:


 


WHEREAS,
Corporation and Bank desire to receive the services of the Officer, as Risk Management Officer of Corporation and the
Bank; and the Officer desires to provide such services to Corporation and Bank, as an at will employee of Bank.


 


NOW,
THEREFORE, in consideration of the promises and covenants herein contained, and intending to be legally bound hereby,
the Parties hereto agree as follows:


 


		SECTION 1	Recitals.



 


The
foregoing recitals are incorporated by reference as if fully set forth herein.


 


		SECTION 2	Term
of Agreement.



 


The term of
this Agreement shall commence on the date of effectiveness and shall continue until such time as the Officer’s employment shall
terminate for any reason, at which time this Agreement shall terminate as well.


 


		SECTION 3	At-Will
Employment.



 


The Parties
acknowledge that the Officer’s employment is and shall continue to be at-will, as defined by Pennsylvania law. If the Officer’s
employment terminates for any reason, Officer shall not be entitled to any payments, benefits, damages, awards or other compensation
other than as provided for in this Agreement.


 


		SECTION 4	Change
of Control.



 


		(a)	As used in this Agreement, “Change of Control” shall mean the occurrence of any of the following:



 


		(i)	(A) a merger, consolidation or division involving Corporation or Bank, (B) a sale, exchange, transfer
or other disposition of substantially all of the assets of Corporation or Bank, or (C) a purchase by Corporation or Bank of substantially
all of the assets of another entity, unless (y) such merger, consolidation, division,



 




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sale,
exchange, transfer, purchase or disposition is approved in advance by seventy percent (70%) or more of the members of the Boards
of Directors of the Corporation and Bank who are not interested in the transaction and (z) a majority of the members of the Board
of Directors of the legal entity resulting from or existing after any such transaction and of the Board of Directors of such entity’s
parent corporation, if any, are former members of the Board of Directors of Corporation or the Bank, as the case may be; or


 


		(ii)	any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934 (the “Exchange Act”), other than Corporation or Bank or any “person” who on the
date hereof is a director or officer of Corporation or Bank or as set forth in Section 11 (a)(iv) below is or becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Corporation or Bank representing
twenty-five percent (25%) or more of the combined voting power of Corporation’s or Bank’s then outstanding securities; or



 


		(iii)	during any period of two (2) consecutive years during the term of this Agreement, individuals who
at the beginning of such period constitute the Board of Directors of Corporation or Bank cease for any reason to constitute at
least a majority thereof;



 


AND:


 


		(iv)	within the first twelve (12) months after the Date of Change of Control, Employee’s salary,
opportunity for incentive compensation, or benefits were reduced to an amount less than one hundred (100%) percent of the annual
average of Employee’s last three (3) years’ salary, opportunity for incentive compensation, or benefits.



 


		(b)	For purposes of this Agreement, the “Date of Change of Control” shall mean:



 


		(i)	the first date on which a “person” or group of “persons” (as such term is used
in Sections B(d), and 14(d) of the Exchange Act,) acquire the beneficial ownership of twenty-five (25%) percent or more of the
Corporation’s or Bank’s voting securities; or



 


		(ii)	the date of the closing of a transaction transferring all or substantially all of the Corporation’s
or Bank’s assets or by which the Corporation or Bank acquires substantially all of the assets of another entity; or



 




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		(iii)	the date on which a merger, consolidation or business combination becomes effective; or



 


		(iv)	the date on which individuals that formerly constituted a majority of the Board of Directors of
the Corporation or Bank as contemplated by Section 11(a)(iii) above, cease to be a majority.



 


		SECTION 5.	Rights
in the Event of
a Change of Control.



 


		(a)	If during the period of time between the execution of an agreement to effect a Change of Control and the actual Date of the
Change of Control Officer’s employment is terminated for Proper Cause, then all rights of the Officer under this Agreement shall
cease as of the effective date of such termination, except that Officer (i) shall be entitled to receive accrued salary through
the date of such termination and (ii) shall be entitled to receive the payments and benefits to which he is then entitled under
the employee benefit plans of the Corporation or Bank as of the date of such termination.



 


		(b)	The occurrence of any of the following events or circumstances shall constitute “Proper Cause” under this Section
5 for termination, at the election of the Boards of Directors of Corporation and Bank, of the employment of the Officer under this
Agreement:



 


		(1)	the perpetration of defalcations by the Officer involving Corporation and Bank or any of its present
or future subsidiaries or affiliates, or willful, reckless or grossly negligent conduct of the Officer entailing a substantial
violation of any material provision of the laws, rules, regulations or orders of any governmental agency applicable to Corporation
and Bank or its subsidiaries and affiliates;



 


		(2)	the repeated and deliberate failure by the Officer after advance written notice to comply with
reasonable policies or directives of the Boards of Directors of Corporation and Bank;



 


		(3)	the Officer shall be in material breach of this Agreement, or shall act in contravention of the
duties and responsibilities of his position, in any other material respect.



 


		(c)	If a Change of Control occurs and the Officer terminated other than for Proper Cause prior to the
Date of the Change of Control or if during the period of time between the execution of an agreement to effect a Change of Control
and twelve (12) months after the actual Date of Change of



 




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Control
Officer’s employment was terminated, he was demoted, the responsibilities of his position were reduced substantially, or
his salary, incentive compensation structure or benefits were reduced to an amount less than one hundred (100%) percent of the
annual average of Employee’s last three (3) years’ total compensation, other than for Proper Cause, then the Officer
shall be entitled to a twelve (12) month extension of Officer’s health insurance benefits coverage and life insurance premium
payments, and shall be paid a lump sum cash payment as of the Date of Change of Control equal to 1.5 times the Officer’s then current
annual salary plus 1.50 times either (w) if the Date of Change of Control occurs on or prior to September 30th, 100%
of the bonus and incentive compensation paid to the Officer for the prior calendar year or (x) if the Date of Change of Control
occurs subsequent to September 30th, the projected annualized bonus and incentive compensation to be paid to the Officer for the
current calendar year.


 


In
the event a payment is due pursuant to this Agreement and Bank is subject to 12 C.F.R. Part 359, Bank shall receive the prior written
consent of the Federal Deposit Insurance Corporation prior to being obligated to make any payments. In such event, Bank shall,
in good faith, request the prior written consent of the Federal Deposit Insurance Corporation.


 


Officer
shall not be required to mitigate the amount of any payment or benefit provided for in this Section by seeking other employment
or otherwise. Unless otherwise agreed to in writing, the amount of payment and benefits provided for in this Section shall not
be reduced by any compensation earned by Officer as the result of employment by another employer or by reason of Officer’s receipt
of or right to receive any retirement or other benefits after the date of termination of employment or otherwise.


 


		SECTION 6	Notices.



 


All notices
and other communication which are required or may be given under this Agreement shall be in writing and shall be deemed to have
been given if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, and addressed
as follows:


 


		(a)	To Corporation and Bank at the address designated as their headquarters at 5137 Butler Street, Pittsburgh, Pennsylvania 15201,
Attention: President.



 


		(b)	To the Officer at his address provided to the Bank from time to time for salary and other similar purposes.



 


		(c)	or to such other place as either Party shall have specified by notice in writing to the other.



 




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		SECTION 7	Governmental
Regulation.



 


Nothing contained
in this Agreement shall be interpreted, construed or applied to require the commission of any act contrary to law and whenever
there is any conflict between any provision of this Agreement and any statute, law, ordinance, order or regulation, the latter
shall prevail; but in such event any such provision of this Agreement shall be curtailed and limited only to the extent necessary
to bring it within applicable legal requirements.


 


		SECTION 8	Arbitration.



 


Any
dispute or controversy as to the validity, interpretation, construction, application or enforcement of, or otherwise arising under
or in connection with this Agreement, shall be submitted at the request of any Party hereto for resolution and settlement through
arbitration in Pennsylvania in accordance with the rules then prevailing of the American Arbitration Association. Any award rendered
therein shall be final and binding on each of the Parties hereto and their heirs, executors, administrators, successors, and assigns,
and judgment may be entered thereon in any court having jurisdiction. The
foregoing provisions of this Section shall not be deemed to limit the right of the Corporation and the Bank to seek injunctive
relief in court to prevent irreparable harm (including, without limitation, pending the conclusion of any arbitration).





 


		SECTION 9	Governing
Law.



 


This Agreement
shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.


 


		SECTION 10	Headings.



 


The headings
to the Sections and paragraphs hereof are placed herein for convenience only, and in case of any conflict the text of this Agreement,
rather than the headings, shall control.


 


		SECTION 11	Entire
Agreement.



 


This Agreement
supersedes any and all prior agreements, either oral or in writing, between the Parties with respect to the subject matter hereof
and this Agreement contains all the covenants and agreements between the Parties with respect to the same.


 






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		SECTION 12	Counterparts.



 


This Agreement
may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute
one and the same instrument.


 


(Signature
Page Follows)


 






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SIGNATURE
PAGE


 


IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement effective as of the date first above written.


 


	ATTEST/WITNESS	 	ALLEGHENY
    VALLEY BANCORP, INC.
	 	 	 	 	 
	By	/s/
    Kelly R. Simile	 	By	/s/
    Andrew W. Hasley
	Kelly
    R.  Simile	 	Andrew
    W. Hasley
	(Name)	 	(Name)
	 	 	 
	Executive
    Assistant	 	President
    & CEO
	(Title)	 	(Title)
	 	 	 
	Date
    Signed:	 	Date
    Signed:
	12/31/15	 	12/31/15
	 	 	 
	ATTEST/WITNESS
    	 	OFFICER
    – SUSAN DELUCA
	 	 	 
	By	/s/
    Andrew W. Hasley	 	By	/s/
    Susan M. DeLuca
	Andrew
    W. Hasley	 	Susan
    M. DeLuca
	(Name)	 	(Name)
    – Susan  DeLuca
	 	 	 
	President
    & CEO	 	SVP
    / Corp Sec
	(Title)	 	(Title)
    
	 	 	 
	Date
    Signed:	 	Date
    Signed:
	12/31/15	 	12-31-15
	 	 	 
	ATTEST/WITNESS	 	ALLEGHENY
    VALLEY BANK OF PITTSBURGH
	 	 	 
	By    	/s/ Kelly
    R.  Simile	 	By    	/s/
    Andrew W. Hasley
	Kelly
    R.  Simile	 	Andrew
    W. Hasley
	(Name)	 	(Name)
     
	 	 	 
	Executive
    Assistant	 	President
    & CEO
	(Title)	 	(Title)
	 	 	 
	Date
    Signed:	 	Date
    Signed: 
	12/31/15	 	12/31/15


 




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