Exhibit 10.12


 


6-18-08


 


ACKNOWLEDGEMENT


AND RELEASE AGREEMENT


 


READ IT CAREFULLY


 


                                                NOTICE
TO WILLIAM HUMMEL


 


                                                This is
a very important legal document, and you should carefully review and understand
the terms and effect of this document before signing it.  By signing this Acknowledgement and Release (“Release
Agreement”), you are agreeing to completely release First Perry Bancorp, Inc.,
the First National Bank of Marysville, HNB Bancorp, Inc., Halifax National
Bank, and the holding company created under the Agreement and Plan of
Consolidation between First Perry Bancorp, Inc. and HNB Bancorp, Inc.
dated on or about June 18, 2008 currently referred to as Riverview
Financial Corporation, and their subsidiaries, affiliates, directors and
officers.  Therefore, you should consult
with an attorney before signing this Agreement. 
You have twenty-one (21) days from the day of receipt of this document
to consider the Agreement. The twenty-one (21) days will begin to run on the day
after receipt.  If you choose to sign the
Agreement, you will have an additional seven (7) days following the date
of your signature to revoke the Agreement, and the Agreement shall not become
effective or enforceable until the revocation period has expired.


 


This
Acknowledgement and Release Agreement (the “Release Agreement”) is entered into
as of June 18, 2008, by and among First Perry Bancorp, Inc. (“First
Perry”), the First National Bank of Marysville (“Marysville”), HNB Bancorp, Inc.
(“HNB”), Halifax National Bank (“Halifax”), the holding company created under
the Agreement and Plan of Consolidation between First Perry Bancorp, Inc.
and HNB Bancorp, Inc. dated June 18, 2008 currently referred to as
Riverview Financial Corporation (“Holding Company”), and William Hummel (“Executive”).


 


WHEREAS,
Executive is the Chief Executive Officer of First Perry and Marysville;


 


WHEREAS,
First Perry and HNB will enter into an Agreement and Plan of Consolidation
dated June 18, 2008 (“Consolidation Agreement”) pursuant to which First
Perry and HNB shall consolidate into the new Holding Company which is a Pennsylvania
business corporation (the “Consolidation”);


 


WHEREAS,
pursuant to the Consolidation Agreement, Marysville has agreed to make the
payments set forth herein in exchange for the execution of this Release 


 

















 


Agreement
and an employment agreement between the Holding Company and Executive (“Hummel Employment
Agreement”);


 


WHEREAS,
First Perry and HNB are only willing to enter into the Consolidation Agreement
on the condition that Executive provides the inducements set forth in this
Agreement by executing this Release Agreement and entering into the Hummel Employment
Agreement.


 


NOW
THEREFORE, in consideration of the foregoing and other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged, and
intending to be legally bound, it is agreed as follows:


 


1.                                       Retirement.  Executive, First Perry, Marysville, HNB, and
Halifax hereby mutually agree that the Executive shall retire from the position
of Chief Executive Officer of First Perry and Marysville absolutely at the effective
time of the Consolidation, as defined in the Consolidation Agreement.


 


2.                                       Consideration.  Beginning on the effective date of the Consolidation,
as defined in the Consolidation Agreement, in consideration of signing this
Release Agreement, First Perry shall pay Executive the equivalent to one year’s
salary in twenty-four equal monthly installments.


 


3.                                       Release and
Waiver.


 


Executive, on behalf of himself, his heirs and assigns, irrevocably and
unconditionally releases First Perry, Marysville, HNB, Halifax, Holding Company
and their respective predecessors, successors, affiliates, subsidiaries,
parents, partners, shareholders, directors, officers, agents, employees,
attorneys, and all other persons or entities who could be said to be jointly or
severally liable with them from all claims, controversies, liabilities,
demands, causes of action, debts, obligations, promises, acts, agreements, and
damages of whatever kind or nature, whether known or unknown, suspected or
unsuspected, foreseen or unforeseen, liquidated or contingent, related to
Executive’s employment, termination of employment, including but not limited
to, any and all claims for breach of express or implied contract or covenant of
good faith and fair dealing (whether written or oral), all claims for
retaliation or violation of public policy, breach of promise, detrimental
reliance or tort (e.g. intentional infliction of emotional distress,
defamation, wrongful termination, interference with contractual or advantageous
relationship, etc), whether based on common law or otherwise; all claims
arising under Title VII of the Civil Rights Act of 1964, as amended; the Age
Discrimination in Employment Act; the Federal Older Workers Benefit Protection Act,
the Family and Medical Leave Act, any Whistleblower provision of any statute or
law, the Americans with Disabilities Act; the Employee Retirement Income
Security Act of 1974, any other statute, regulation or law or amendments
thereto, claims for emotional distress, mental anguish, personal injury, loss
of consortium; any and all claims that may be asserted on Executive’s behalf by
others (including the Equal Employment Opportunity 


 

















 


Commission);
or any other federal, state or local laws or regulations relating to employment
or benefits associated with Executive’s employment.


 


EXECUTIVE ACKNOWLEDGES AND AGREES THAT THIS RELEASE IS A FULL AND FINAL
BAR TO ANY AND ALL CLAIM(S) OF ANY TYPE THAT HE MAY NOW HAVE AGAINST
FIRST PERRY, MARYSVILLE, HNB, HALIFAX, AND HOLDING COMPANY TO THE EXTENT
PROVIDED ABOVE BUT THAT IT DOES NOT RELASE ANY CLAIMS THAT MAY ARISE AFTER
THE DATE OF THIS AGREEMENT.


 


4.                                       Acceptance
Period.


 


The following notice is included in this
Release Agreement as required by the Older Workers Benefit Protection Act:


 


You
have up to twenty-one (21) days from the date of receipt of this release to
accept the terms of this release, although you may accept it at any time within
those twenty-one (21) days.  You are
advised to consult with an attorney regarding this release.


 


The
twenty-one (21) day period will begin to run on the day after Executive
receives this Release Agreement.  It will
then run for a full twenty-one (21) calendar days and expire at the end of the
twenty-first day (the “Acceptance Period”). 
In order to accept this Release Agreement, Executive must sign his name
and date his signature at the end of this letter and return it to HNB and First
Perry via Renee Lieux, Bybel Rutledge LLP, 1017 Mumma Road, Suite 302,
Lemoyne, Pennsylvania 17043.  If the
twenty-first day of the Acceptance Period falls on a Saturday, a Sunday, or a
legal holiday, Ms. Lieux’s receipt of his acceptance by the close of
business on the next business day immediately following such Saturday, Sunday
or legal holiday will be sufficient to effect a timely acceptance of this
Release Agreement.


 


5.                                       Revocation Period. 
Executive has the right to revoke this Release Agreement at any time
within seven (7) days from the date Executive signs and delivers this
Agreement to First Perry and HNB (the “Revocation Period”), and this Agreement
will not become effective and enforceable until the Revocation Period has
expired.  (NOTE:  The Revocation Period will begin on the day after the day on which Executive has signed this Agreement
and delivered it to First Perry and HNB and, as indicated by the date Executive
affixes to his signature at the end of this Agreement.  It will then run for seven calendar days and
expire at the end of the seventh day.) 
In order to revoke this Agreement, Executive must notify First Perry and
HNB in writing of his decision to revoke the Agreement.  Executive must ensure that First Perry and
HNB (via Ms. Lieux, at the address indicated in Paragraph 4 above)
receives his written notice of revocation at her office in Lemoyne,
Pennsylvania within the aforementioned Revocation Period.  If the seventh day of the Revocation Period
falls on a Saturday, a Sunday, or a legal holiday, First Perry and HNB’s
receipt of his notice of revocation by the close of business on the next
business day immediately following such Saturday, Sunday or legal holiday will
be sufficient to effect a timely revocation of this Agreement.  Provided that the 


 

















 


Revocation Period expires without
Executive having revoked this Agreement, this Agreement shall take effect on
the next day following the Revocation Period, and such next day shall
constitute the Effective Date hereof.


 


Executive further agrees that the
consideration described in this Release Agreement shall be in full satisfaction
of any and all claims for payments or benefits, whether expressed or implied,
that Executive may have arising out of his employment relationship, or his
service as an employee or officer of HNB or Halifax, the termination of such
employment relationship.


 


6.                                       Cooperation and
Non-Disparagement.  Executive
agrees that he will not disparage or make derogatory comments about First
Perry, Marysville, HNB, Halifax, Holding Company or any of their subsidiaries
or affiliates and including their present and former officers, directors,
employees, agents, or attorneys, or their business practices.


 


7.                                       Confidential
Information; Nonsolicitation and Noncompetition.


 


a.                                       Executive
agrees that he will not communicate the terms and conditions of this Agreement
or the negotiations preceding it to any persons other than his spouse,
attorneys and tax advisors.


 


b.                                      Executive
hereby acknowledges that as a result of his employment, he has had access to,
obtained, or developed certain confidential, nonpublic, and/or legally
privileged information, which includes, but is not limited to: information
relating to First Perry’s, Marysville’s, HNB’s, Halifax’s, and Holding Company’s
past, present or future business activities; trade secrets; financial
information; technical systems; new product development; acquisition prospects
and strategies; compliance matters; information contained in personnel files
and medical files; the business operations; the internal structure of First
Perry, Marysville, HNB, Halifax, and Holding Company; the names of and any and
all information, including personal consumer information requiring protection
under federal financial privacy laws, respecting the past, present and
prospective customers or clients of First Perry, Marysville, HNB, Halifax, and
Holding Company; target customers or markets; past, present or future research
done by Corporation respecting the business or operations of First Perry,
Marysville, HNB, Halifax, and Holding Company; financial information; vendor or
provider contracting arrangements; funding sources, services; systems; methods
of operation; sales and marketing information; methods; procedures; referral
sources, referral source information, or referral lists; revenues; costs;
expenses; operating data; reimbursements; contracts; contract forms;
arrangements; plans; prospects; correspondence; memoranda and office records;
electronic and data processing files and records; identities, addresses,
telephone numbers, electronic mail addresses, or other methods of contacting
persons who might use or currently use the services of or who have been
customers of First Perry, Marysville, HNB, Halifax, and Holding Company (“Information”).  All such Information, marketing methods,
supplies, files (closed or pending), literature, 


 

















 


policies
and procedure manuals, as well as any information regarding any and all aspects
of First Perry, Marysville, HNB, Halifax, and Holding Company, or being used by
First Perry, Marysville, HNB, Halifax, and Holding Company, are the sole and
confidential property of First Perry, Marysville, HNB, Halifax, and Holding
Company and shall be treated as confidential. 
Executive agrees to hold inviolate, not to disclose, and to keep secret
all such Information and will not for any reason or purpose use, permit to be
used, or disclose to any party any Information.


 


c.                                       Executive
hereby acknowledges and recognizes the highly competitive nature of the
business of Holding Company and accordingly agrees that, for two years from the
effective date as defined in the Consolidation Agreement, Executive shall not,
except as otherwise permitted in writing by the Holding Company (i) be
engaged, directly or indirectly, either for his own account or as agent,
consultant, employee, partner, officer, director, proprietor, investor (except
as an investor owning less than 5% of the stock of a publicly owned company) or
otherwise of any person, firm, corporation or enterprise engaged in the banking
(including bank holding company) or financial services industry in Perry, Cumberland
or Dauphin County (“Non-Competition Area”) or (ii) directly or indirectly
solicit persons or entities who were customers or referral sources of First
Perry, Marysville, HNB, Halifax, and Holding Company or their subsidiaries to
become a customer or referral source of a person or entity other than First
Perry, Marysville, HNB, Halifax, and Holding Company or their subsidiaries.


 


8.                                       First Perry,
Marysville, HNB, Halifax, or Holding Company Not Executive’s Advisor.  First Perry, Marysville, HNB, Halifax, and
Holding Company make no representation or warranty, express or implied, to
Executive regarding the treatment of this Release Agreement or any payments
Executive may receive by virtue of or in connection with any provision of this
Release Agreement, under state, federal, or local laws pertaining to income or
other taxation, nor do they provide to Executive any advice regarding the
financial, investment, or legal desirability of his entering into this Release
Agreement or making any elections or granting any releases  referred
to herein; and Executive acknowledges that it is and has been his sole and
entire responsibility to explore any such aspects of this Release Agreement
with attorneys and/or other advisors of his own selection, in connection with
both his decision to enter into this Agreement and any decisions or elections
which Executive may subsequently make in relation to any of the subject matter
of this Release Agreement.


 


9.                                       Agreement Freely and Voluntarily Entered
Into.  Executive warrants and represents that he has
signed this Release Agreement after review and consultation with legal counsel
of his choice and that he understands this Release Agreement and signs it
freely, knowingly and voluntarily, without any legal reservation and fully
intending to be legally bound hereby.


 

















 


10.                                 Executive’s Representations. 
In connection with his entering into this Release Agreement, and as an
inducement for First Perry, Marysville,
HNB, and Halifax
to enter into this Release Agreement as well as the Consolidation Agreement,
Executive hereby represents the following matters:


 


a.                                       That Executive has carefully read and
fully understands all of the provisions of this Release Agreement which sets
forth the entire agreement between Executive and First
Perry, Marysville, HNB, and Halifax regarding the termination of Executive’s
employment and Executive’s releasing First
Perry, Marysville, HNB, Halifax, and Holding Company, and that Executive has not relied upon any
representations or statements, written or oral, not set forth in this document;
and


 


b.                                      That Executive has had such time as
Executive deemed necessary to review, consider, and deliberate as to the terms
of this Release Agreement.


 


11.                                 Severability. 
Should any provision(s) of this Agreement be determined, in a
proceeding to enforce or interpret this Agreement, to be invalid or
unenforceable, then, provided that the provision(s) deemed to be invalid
or unenforceable do not constitute all or substantially all of the undertakings
by either Executive or First Perry, Marysville,
HNB, Halifax,
and the Holding Company, the remainder of this Release Agreement shall continue
in full force and effect.


 


12.                                 Notices.  Unless otherwise provided in this Release
Agreement, any notice required or permitted to be given under this Release
Agreement shall be deemed properly given if in writing and if mailed by
registered or certified mail, postage prepaid with return receipt requested, to
Executive’s residence, in the case of notices to Executive, and to the
principal executive offices of First Perry, Marysville, HNB, and Halifax in the
case of notices to First Perry, Marysville, HNB, and Halifax.


 


13.                                 Choice of Law. 
This Agreement shall be governed by, construed under and enforced
pursuant to the laws of the Commonwealth of Pennsylvania.


 


14.                                 Complete Written
Settlement.  This
Release Agreement expresses a full and complete settlement of all disputes
between Executive and First Perry, Marysville, HNB, Halifax, and the Holding
Company and their subsidiaries. 
Executive agrees that there are absolutely no agreements or reservations
relating to termination of Executive’s employment and Executive’s release of
First Perry, Marysville, HNB, Halifax, and the Holding Company that are not
clearly expressed in writing herein. 
This Agreement may not be modified except in writing signed by all
parties hereto.


 


15.                                 Binding on
Successors and Assigns.  This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, successors and assigns.


 

















 


16.                                 Counterparts.  This Agreement may be executed in multiple
counterparts, and shall be fully valid, legally binding and enforceable whether
executed in a single document or in such counterparts.


 


17.                                 Termination.  This Agreement shall terminate and be null
and void upon a termination of the Consolidation Agreement in accordance with
its terms.


 


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


 


	
  ATTEST:

  	
   

  	
  HNB
  BANCORP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Kirk D. Fox

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HALIFAX
  NATIONAL BANK

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Kirk D. Fox

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FIRST
  PERRY BANCORP, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Dorothy A. Taylor

  	
   

  	
  By:

  	
  /s/ Robert M. Garst

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE
  FIRST NATIONAL BANK OF

  
	
   

  	
   

  	
  MARYSVILLE

  
	
   

  	
   

  	
   

  	
   

  
	
  As To All

  	
   

  	
  By:

  	
    /s/ Robert
  M. Garst

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ William Hummel

  
	
   

  	
   

  	
   

  	
  William
  Hummel