**EXHIBIT 10.3**

 

**EMPLOYMENT AGREEMENT**

 

**THIS AGREEMENT** (“Agreement”) is made this January 27,2009, between **RIVERVIEW FINANCIAL CORPORATION** (“Corporation”),a Bank having a place of business at Third and Market Streets, Halifax,Pennsylvania 17032, **RIVERVIEW NATIONAL BANK**(“Bank”), a bank having a place of business at 101 Lincoln Street, Marysville,Pennsylvania 17053; and Terry Wasko (“Executive”), an individual residing inPennsylvania.

 

**WITNESSETH**:

 

**WHEREAS**, Bank is a subsidiary of Corporation;

 

**WHEREAS**, Bank desires to employ Executive as ChiefFinancial Officer of Corporation and Bank (“CFO”); and

 

**WHEREAS**, Executive desires to accept that assignment underthe terms and conditions set forth herein.

 

**AGREEMENT****:**

 

**NOW, THEREFORE**, the parties hereto intending to be legallybound hereby agree as follows:

 

1.**Employment**.

 

Corporationand Bank hereby employ Executive and Executive hereby accepts employment withCorporation and Bank on the terms and conditions set forth in this Agreement.

 

2.**Duties and Positions of Employee**.

 

(a) Executiveshall perform and discharge well and faithfully such duties as CFO as may beassigned to Executive from time to time by the Chief Executive Officer (“CEO”)or President of Corporation or Bank. Executive shall devote her full time,attention and energies to the business of Corporation and Bank during theEmployment Period (as defined in Section 3 of this Agreement);

 

(b) Providedhowever, that this Section 2 shall not be construed as preventingExecutive from (a) engaging in activities incident or necessary topersonal investments so long as such investment does not exceed 5% of theoutstanding shares of any publicly held company, (b) devoting a reasonableamount of time to civic, charitable, trade association, political and similar activitieswith the prior approval of the CEO or 

 

1

----

 

Presidentof Bank, which approval will not be unreasonably withheld; or (c) actingas a member of the Board of Directors of any other corporation or as a memberof the Board of Trustees of any other organization, with the prior approval ofthe CEO or President of Bank, which approval will not be unreasonably withheld.The Executive shall not engage in any business or commercial activities, dutiesor pursuits that compete with the business or commercial activities ofCorporation or Bank, or any of their subsidiaries or affiliates, nor may theExecutive serve as a director or officer or in any other capacity in a companythat competes with Corporation or Bank or any of their subsidiaries oraffiliates.

 

3.**Term of Agreement**.

 

(a) ThisAgreement shall be for a one (1) year period (the “Employment Period”)beginning on the date first mentioned above and ending one (1) year later.On the first anniversary of the date of this Agreement, and on the same date ofeach subsequent year (each, a “Renewal Date”) the Employment Period shall beautomatically extended for an additional year such that the Employment Periodshall end one (1) year from each Renewal Date, unless either party shallgive written notice of non-renewal to the other party at least ninety (90) daysprior to that Renewal Date, in which event this Agreement shall terminate atthe end of the then existing Employment Period.

 

(b) Notwithstandingthe provisions of Section 3(a) of this Agreement, this Agreementshall terminate automatically for Cause (as defined herein) upon written noticefrom the CEO or President to Executive. As used in this Agreement, “**Cause**” shall mean any of the following:

 

(i) Executive’sconviction of or plea of guilty or nolo contendere to a felony, a crime offalsehood or a crime involving moral turpitude, or the actual incarceration ofExecutive;

 

(ii) Executive’swillful failure to follow the good faith lawful instructions of the Presidentor CEO with respect to the operations of Corporation and Bank;

 

(iii) Executive’swillful failure to perform Executive’s duties to Corporation or Bank (otherthan a failure resulting from Executive’s incapacity because of physical ormental illness, as provided in subsection (d) of this Section 3),which failure results in injury to Corporation or Bank, monetarily orotherwise;

 

(iv) Executive’s intentional violation of theprovisions of this Agreement;

 

(v) dishonestyor gross negligence of the Executive in the performance of her duties;

 

(vi) conducton the part of the Executive that brings public discredit to Corporation orBank;

 

2

----

 

(vii) Executive’s breach of fiduciary dutyinvolving personal gain;

 

(viii) Executive’swillful violation of any law, rule or regulation governing banks or bankofficers or any final cease and desist order issued by a bank regulatoryauthority;

 

(ix) Executive’sunlawful discrimination, including harassment, against employees, customers,business associates, contractors or visitors of Corporation or Bank;

 

(x) Executive’stheft or abuse of Corporation or Bank’s property or the property of customers,employees, contractors, vendors or business associates of Corporation or Bank;

 

(xi)any final removal or prohibition order to which the Executive is subject, by afederal banking agency pursuant to Section 8(e) of the FederalDeposit Insurance Act; or

 

(xii) any act of fraud or misappropriation byExecutive.

 

Ifthis Agreement is terminated for Cause, Executive’s rights under this Agreementshall cease as of the effective date of such termination and Corporation andBank shall have no further obligation under this Agreement.

 

(c) Notwithstandingthe provisions of Section 3(a) of this Agreement, this Agreementshall terminate automatically upon Executive’s voluntary termination ofemployment (other than in accordance with Section 5 of this Agreement) forGood Reason.  The term “**Good Reason**” shall mean (i) the assignment of duties andresponsibilities inconsistent with Executive’s status as CFO or (ii) areduction in salary or benefits, except such reductions that are the result ofa national financial depression or national or bank emergency when suchreduction has been implemented by the Board of Directors for Corporation orBank’s senior management, then Executive shall within ninety (90) days of theoccurrence of any of the foregoing events, provide notice to Corporation andBank of the existence of the condition and provide Corporation and Bank thirty(30) days in which to cure such condition. In the event that Corporation and Bank does not cure the conditionwithin thirty (30) days of such notice, Executive may resign from employmentwith Corporation and Bank and upon execution of a reasonable releasesatisfactory to Corporation and Bank, Corporation and Bank will provideExecutive with the following pay and benefits: (i) a payment in an amountequal to 1.0 times the Executive’s then Annual Base Salary payable in twelve(12) equal monthly installments; and (ii) Corporation and Bank shallreimburse Executive in an amount equal to the monthly premium paid by her toobtain substantially similar employee benefits which she enjoyed prior totermination, which reimbursement shall continue until the expiration of 12months following the date of termination of employment or until Executivesecures substantially similar benefits through other employment, whichever 

 

3

----

 

shallfirst occur, subject to Internal Revenue Code of 1986, as amended (“Code”) Section 409Aif applicable.

 

However,in the event the payments described herein, when added to all other amounts orbenefits provided to or on behalf of the Executive in connection with hertermination of employment, would result in the imposition of an excise taxunder Code Section 4999, the severance payments shall be retroactively (ifnecessary) reduced to the extent necessary to avoid such excise tax imposition.Upon written notice to Executive, together with calculations of Corporation’sand Bank’s independent auditors, Executive shall remit to Corporation and Bankthe amount of the reduction plus such interest as may be necessary to avoid theimposition of such excise tax. Notwithstanding the foregoing or any otherprovision of this Agreement to the contrary, if any portion of the amountherein payable to the Executive is determined to be non-deductible pursuant tothe regulations promulgated under Code Section 280G, then Corporation andBank shall be required only to pay to Executive the amount determined to bedeductible under Section 280G.

 

Ifwhen the Executive’s employment terminates, the Executive is a “specifiedemployee,” as defined in Code Section 409A(a)(2)(B)(i), then despite anyprovision of this Employment Agreement or other plan or agreement to thecontrary, the Executive will not be entitled to the payments until the earliestof: (a) the date that is at least six months after the Executive’sseparation from service (within the meaning of Code Section 409A) forreasons other than the Executive’s death, (b) the date of the Executive’sdeath, or (c) any earlier date that does not result in additional tax orinterest to the Executive under Code Section 409A.  As promptly as possible after the end of theperiod during which payments are delayed under this provision, the entireamount of the delayed payments shall be paid to the Executive in a single lumpsum with any remaining payments to commence in accordance with the terms ofthis Agreement or other applicable plan or agreement.

 

Theamounts payable pursuant to this Section 3(c) shall constituteExecutive’s sole and exclusive remedy in the event Executive terminatesemployment for Good Reason and shall represent the maximum extent of liabilitythat Executive can claim against Corporation or Bank.

 

(d) Notwithstandingthe provisions of Section 3(a) of this Agreement, this Agreementshall terminate automatically upon Executive’s Disability and Executive’srights under this Agreement shall cease as of the date of such termination;provided, however, that Executive shall be entitled to any benefits under anygroup disability plan if effect.

 

(e) Notwithstandingthe provisions of Section 3(a) of this Agreement, this Agreementshall terminate automatically upon Executive’s death, and Executive’s rightsunder this Agreement (other than vested plan benefits) shall cease as of thedate of such termination.

 

4

----

 

(f) Executiveagrees that in the event her employment under this Agreement is terminated,Executive shall resign, and upon such event does hereby resign, as a directorof Corporation and Bank, the Bank and any affiliate or subsidiary thereof, ifshe is then serving as a director of any such entities.

 

(g) Executiveagrees that in the event that Bank provides notice of nonrenewal of thisAgreement under Section 3(a), Bank shall have no further obligation underthis Agreement, other than payment to Executive of her earned but unpaid AnnualBase Salary under Section 4(a) and any employee benefits under Section 4(d),(e), or (f), as of the date of the expiration of this Agreement or untilExecutive voluntarily terminates her employment, whichever occurs earlier.  In the event that Bank provides notice ofnonrenewal of this Agreement under Section 3(a), Bank may terminateExecutive’s employment and shall have no further obligation under thisAgreement other than payment to Executive of the remaining balance of herAnnual Base Salary as defined in Section 4(a) below and any employeebenefits under Section 4(d) for the remainder of the then existingEmployment Period.  To the extent theExecutive becomes entitled to the payments set forth in this Section 3(g),such payments shall constitute Executive’s sole and exclusive remedy under thisAgreement, shall further constitute liquidated damages for any possible breachof this Agreement, and shall represent the maximum extent of liability thatExecutive can claim against Corporation or Bank.

 

4.**Employment Period Compensation**.

 

(a) **Annual Base Salary**. For servicesperformed by Executive under this Agreement, Corporation and Bank shall payExecutive an Annual Base Salary in the aggregate during the Employment Periodat the rate of $120,000 per year, payable at the same times as salaries arepayable to other executives of the Corporation and Bank. Corporation and Bankshall review Executive’s performance and salary at least on an annualbasis.  Corporation and Bank may, fromtime to time, in its sole discretion, increase Executive’s Annual Base Salary,and any and all such increases shall be deemed to constitute amendments to thisSection 4(a) to reflect the increased amounts, effective as of thedate established for such increases by the CEO or President of Corporation andBank or any committee of such Board or the Chief Executive Officer with theapproval of the Compensation Committee of the Board in the resolutionsauthorizing such increases.

 

(b) **Bonuses**.  Executive shall be entitled to a $10,000signing bonus; provided that Executive remains employed with Corporation andBank for twelve months.  In the eventthat within twelve months of the signing of this Agreement, Executiveterminates employment for reasons other than Good Reason or if Executive isterminated by the Bank for Cause, then Executive shall refund, reimburse,return and pay Bank the signing bonus amount of $10,000.  Executive hereby agrees that in the eventthat Executive does not pay Bank the $10,000 owed under this Section priorto Executive receiving her last payroll check, Executive hereby authorizes Bankto deduct from Executive’s last payroll check to the extent necessary anyamount still owing to Bank.

 

5

----

 

Inaddition, Corporation or Bank may, from time to time, pay a bonus or bonuses toExecutive as Corporation or Bank or an affiliate thereof, in their solediscretion, deems appropriate.  Thepayment of any such bonuses shall not reduce or otherwise affect any otherobligation of Corporation or Bank to Executive provided for in this Agreement.

 

(c) **Vacations**. During the term of thisAgreement, Executive shall be entitled to twenty-five (25) days paid time offin accordance with the policies as established from time to time by the CEO orPresident of Corporation and Bank.  Bankshall allow Executive to work from home one day per week and shall allowExecutive to work from home in the event of inclement weather without suchabsences from the office reducing Executive’s accrued paid time off balance.

 

(d) **Employee Benefit Plans**. During theterm of this Agreement, Executive may participate in and receive the benefitsof any employee benefit plan currently in effect at Bank subject to the termsof such plans, until such time that the Board of Directors of the Bank andCorporation authorizes a change in such benefits. Nothing paid to Executiveunder any plan or arrangement presently in effect or made available in thefuture shall be deemed to be in lieu of the salary payable to Executivepursuant to Section 4(a) hereof.

 

5.**Termination of Employment Following Change inControl**.

 

(a) Ifa Change in Control (as defined in Section 5(b) of this Agreement)shall occur, and if thereafter at any time during the term of this Agreementthere shall be:

 

(i) anyinvoluntary termination of Executive’s employment (other than for the reasonsset forth in Section 3(b) or 3(d) of this Agreement);

 

(ii) anyreduction in Executive’s title, responsibilities, including reportingresponsibilities, or authority, including such title, responsibilities orauthority as such title, responsibilities or authority may be increased fromtime to time during the term of this Agreement;

 

(iii) theassignment to Executive of duties inconsistent with Executive’s office on thedate of the Change in Control or as the same may be increased from time to timeafter the Change in Control;

 

(iv) anyreassignment of Executive to a location greater than seventy-five (75) milesfrom the location of Executive’s office on the date of the Change in Control;

 

(v) anyreduction in Executive’s Annual Base Salary in effect on the date of the Changein Control or as the same may be increased from time to time after the Changein Control; or

 

6

----

 

(vi) anyfailure to provide Executive with benefits at least as favorable as thoseenjoyed by Executive under any of Corporation or Bank’s retirement or pension,life insurance, medical, health and accident, disability or other employeeplans in which Executive participated at the time of the Change in Control, orthe taking of any action that would materially reduce any of such benefits ineffect at the time of the Change in Control; or any requirement that Executivetravel in performance of her duties on behalf of the Corporation or Bank or anyof its subsidiaries or affiliates for a significantly greater period of timeduring any year than was required of Executive during the year preceding theyear in which the Change in Control occurred; then, at the option of Executive,Executive shall within ninety (90) days of the occurrence of any of theforegoing events, provide notice to Corporation and Bank of the existence ofthe condition and provide Corporation and Bank thirty (30) days in which tocure such condition.  In the event thatCorporation and Bank does not cure the condition within thirty (30) days ofsuch notice, Executive may resign from employment with Corporation and Bank(or, if involuntarily terminated, give notice of intention to collect benefitsunder this Agreement) by delivering such notice in writing (the “Notice ofTermination”) to Corporation and Bank and the provisions of Section 6 ofthis Agreement shall apply.

 

(b) As used in this Agreement, “Change inControl” shall mean **a changein the ownership or effective control of the Corporation or the Bank asdescribed in Code Section 409A(a)(2)(A) ****and the regulations thereunder.**

 

6.**Rights in Event of Termination of EmploymentFollowing Change in Control**.

 

In the event that Executive delivers a Notice of Termination (asdefined in Section 5(a) of this Agreement) after a “Change in Control”(as defined in Section 5(b) of this Agreement) to Corporation andBank, Executive shall be entitled to receive (i) a payment in an amountequal to and no greater than 1.0 times the Executive’s then Annual Base Salary,which amount shall be payable in twelve (12) equal monthly installmentscommencing within thirty (30) days of receiving an executed release subject tothe requirements of Code Section 409A; and (ii) Corporation and Bankshall reimburse Executive in an amount equal to the monthly premium paid by herto obtain substantially similar employee benefits which she enjoyed prior totermination, which reimbursement shall continue until the expiration of 12months following the date of termination of employment or until Executivesecures substantially similar benefits through other employment, whichevershall first occur, subject to Code Section 409A if applicable.

 

However,in the event the payments described herein, when added to all other amounts orbenefits provided to or on behalf of the Executive in connection with hertermination of employment, would result in the imposition of an excise taxunder Code Section 4999, the severance payments shall be retroactively (ifnecessary) reduced to the extent necessary to avoid such excise tax imposition.Upon written notice to Executive, together with calculations of Corporation andBank’s independent auditors, Executive shall remit to Corporation and Bank theamount of the reduction plus such interest as maybe necessary to avoid theimposition of such excise tax. Notwithstanding the 

 

7

----

 

foregoingor any other provision of this Agreement to the contrary, if any portion of theamount herein payable to the Executive is determined to be non-deductiblepursuant to the regulations promulgated under Section 280G of the Code,then Corporation and Bank shall be required only to pay to Executive the amountdetermined to be deductible under Section 280G.

 

Ifwhen the Executive’s employment terminates, the Executive is a “specifiedemployee,” as defined in Code Section 409A(a)(2)(B)(i), then despite anyprovision of this Employment Agreement or other plan or agreement to thecontrary, the Executive will not be entitled to the payments until the earliestof: (a) the date that is at least six months after the Executive’sseparation from service (within the meaning of Code Section 409A) forreasons other than the Executive’s death, (b) the date of the Executive’sdeath, or (c) any earlier date that does not result in additional tax orinterest to the Executive under Code Section 409A.  As promptly as possible after the end of theperiod during which payments are delayed under this provision, the entire amountof the delayed payments shall be paid to the Executive in a single lump sumwith any remaining payments to commence in accordance with the terms of thisAgreement or other applicable plan or agreement.

 

(b) Executiveshall not be required to mitigate the amount of any payment provided for inthis Section 6 by seeking other employment or otherwise. Unless otherwiseagreed to in writing, the amount of payment or the benefit provided for in thisSection 6 shall not be reduced by any compensation earned by Executive asthe result of employment by another employer or by reason of Executive’sreceipt of or right to receive any retirement or other benefits after the dateof termination of employment or otherwise.

 

(c) Theamounts payable pursuant to this Section 6 shall constitute Executive’ssole and exclusive remedy in the event Executive delivers a Notice ofTermination after a change in control and shall represent the maximum extent ofliability that Executive can claim against Corporation and Bank.

 

7.**Rights in Event of Termination of EmploymentAbsent Change in Control**.

 

(a) Inthe event that Executive’s employment is involuntarily terminated byCorporation and Bank without Cause and no Change in Control shall have occurredas of the date of such termination, upon execution of a reasonable releasesatisfactory to Corporation and Bank, Corporation and Bank will provideExecutive with the following pay and benefits: (i) a payment in an amountequal to 1.0 times the Executive’s then Annual Base Salary payable in twelve(12) equal monthly installments; and (ii) Corporation and Bank shallreimburse Executive in an amount equal to the monthly premium paid by her toobtain substantially similar employee benefits which she enjoyed prior totermination, which reimbursement shall continue until the expiration of 12months following the date of termination of employment or untilExecutive secures substantially similar benefits through other employment,whichever shall first occur, subject to Code Section 409A if applicable.

 

8

----

 

However,in the event the payments described herein, when added to all other amounts orbenefits provided to or on behalf of the Executive in connection with hertermination of employment, would result in the imposition of an excise taxunder Code Section 4999, the severance payments shall be retroactively (ifnecessary) reduced to the extent necessary to avoid such imposition. Uponwritten notice to Executive, together with calculations of Corporation and Bank’sindependent auditors, Executive shall remit to Corporation and Bank the amountof the reduction plus such interest as may be necessary to avoid the impositionof such excise tax. Notwithstanding the foregoing or any other provision ofthis Agreement to the contrary, if any portion of the amount herein payable tothe Executive is determined to be non-deductible pursuant to the regulationspromulgated under Section 280G of the Code, then Corporation and Bankshall be required only to pay to Executive the amount determined to bedeductible under Section 280G.

 

(b) Executive shall not be required to mitigate the amount of any payment providedfor in this Section 7 by seeking other employment or otherwise. The amountof payment or the benefit provided for in this Section 7 shall not bereduced by any compensation earned by Executive as the result of employment byanother employer or by reason of Executive’s receipt of or right to receive anyretirement or other benefits after the date of termination of employment orotherwise.

 

(c) The amounts payable pursuant to this Section 7 shall constitute Executive’ssole and exclusive remedy in the event of involuntary termination of Executive’semployment by Corporation and Bank without cause in the absence of a Change inControl and shall represent the maximum extent of liability that Executive canclaim against Corporation and Bank.

 

(d) This Section 7 shall not apply if the Executive is terminated inconnection with nonrenewal as provided in Section 3 of this Agreement.

 

8.**Covenant Not to Compete**

 

(a) Executivehereby acknowledges and recognizes the highly competitive nature of thebusiness of Corporation and Bank and accordingly agrees that, during heremployment and for one year following the date of termination of Executive’semployment, regardless of the reason for termination, Executive shall not:

 

(i) inany county in which, at any time during the Employment Period or as of the dateof termination of the Executive’s employment, a branch, office or otherfacility of Corporation and Bank or any of its subsidiaries is located, or inany county contiguous to such a county, including contiguous counties locatedoutside of the Commonwealth of Pennsylvania (the “Non-Competition Area”) beengaged, directly or indirectly, either for her own account or as agentconsultant, employee, partner, officer, director, proprietor, investor (exceptas an investor owning less than 5% of the stock of a publicly owned company andnot exercising management discretion) or otherwise of any 

 

9

----

 

person,firm, Bank or enterprise engaged in the banking (including bank and financialholding company) or financial services industry, or any other activity in whichCorporation and Bank or any of its subsidiaries are engaged during theEmployment Period; or

 

(ii) inthe Non-Competition area provide financial or other assistance to any person,firm, Bank, or enterprise engaged in the banking (including bank and financialholding company) or financial services industry, or any other activity in whichCorporation and Bank or any of its subsidiaries are engaged during theEmployment Period; or

 

(iii) directlyor indirectly contact, solicit or attempt to induce any person, Bank or otherentity who or which is a customer or referral source of Corporation and Bank,or any of its subsidiaries or affiliates, during the term of Executive’semployment or on the date of termination of Executive’s employment, to become acustomer or referral source of any person or entity other than Corporation andBank or one of its subsidiaries or affiliates; or

 

(iv) directlyor indirectly solicit, induce or encourage any employee of Corporation and Bankor any of its subsidiaries or affiliates, who is employed during the term ofExecutive’s employment or on the date of termination of Executive’s employment,to leave the employ of Corporation and Bank or any of its subsidiaries oraffiliates, or to seek, obtain or accept employment with any person or entityother than Corporation and Bank or any of their subsidiaries or affiliates.

 

(b) Itis expressly understood and agreed that, although Executive and Corporation andBank consider the restrictions contained in Section 8(a) hereofreasonable for the purpose of preserving for Corporation and Bank and itssubsidiaries their good will and other proprietary rights, if a final judicialdetermination is made by a court having jurisdiction that the time or territoryor any other restriction contained in Section 8(a) hereof is an unreasonableor otherwise unenforceable restriction against Executive, the provisions of Section 8(a) hereofshall not be rendered void but shall be deemed amended to apply as to suchmaximum time and territory and to such other extent as such court may judiciallydetermine or indicate to be reasonable.

 

9.**Unauthorized Disclosure**. During theterm of her employment hereunder, or at any later time, the Executive shallnot, without the written consent of the Board of Directors of Corporation andBank or a person authorized thereby, knowingly disclose to any person, otherthan an employee of the Corporation and Bank, Corporation and Bank or a personto whom disclosure is reasonably necessary or appropriate in connection withthe performance by the Executive of her duties as CFO of Corporation and Bank,any material confidential information obtained by her while in the employ ofCorporation and Bank with respect to any of Corporation and Bank’s services,products, improvements, formulas, designs or styles, processes, customers,methods of business or any business practices the disclosure of which could beor will be damaging to Corporation and Bank; provided, however, thatconfidential information shall not include any information known 

 

10

----

 

generallyto the public (other than as a result of unauthorized disclosure by theExecutive or any person with the assistance, consent or direction of theExecutive) or any information of a type not otherwise considered confidentialby persons engaged in the same business or a business similar to that conductedby Corporation and Bank or any information that must be disclosed as requiredby law.

 

10.**Work Made for Hire**. Any workperformed by the Executive under this Agreement should be considered a “WorkMade for Hire” as that phrase is defined by the U.S. patent laws. In the eventit should be established that such work does not qualify as a Work Made forHire, the Executive agrees to and does hereby assign to Corporation and Bank andits affiliates and subsidiaries, all of her rights, title, and/or interest insuch work product, including, but not limited to, all copyrights, patents,trademarks, and property rights.

 

11.**Return of Company Property and Documents.**The Executive agrees that, at the time of termination of her employment,regardless of the reason for termination, she will deliver to Corporation andBank, any and all Corporation and Bank property, including, but not limited to,automobiles, keys, security codes or passes, mobile telephones, pagers,computers, devices, confidential information, records, data, notes, reports,proposals, lists, correspondence, specifications, drawings, blueprints,sketches, software programs, equipment, other documents or property, or reproductionsof any of the aforementioned items developed or obtained by the Executiveduring the course of her employment.

 

12.**Liability Insurance**. Corporationand Bank shall use its best efforts to obtain insurance coverage for theExecutive under an insurance policy covering officers and directors ofCorporation and Bank against lawsuits, arbitrations or other legal orregulatory proceedings; however nothing herein shall be construed to requireCorporation and Bank to obtain such insurance, if the President or CEO ofCorporation and Bank determines that such coverage cannot be obtained at areasonable price.

 

13.**Notices**. Except as otherwiseprovided in this Agreement, any notice required or permitted to be given underthis Agreement shall be deemed properly given if in writing and if mailed byregistered or certified mail, postage prepaid with return receipt requested, toExecutive’s residence, in the case of notices to Executive; to the principalexecutive offices of the Bank, in the case of notices to the Bank and to theprincipal executive offices of Corporation, in the case of notices toCorporation.

 

14.**Waiver**. No provision of thisAgreement may be modified, waived or discharged unless such waiver,modification or discharge is agreed to in writing and signed by Executive andthe Board of Directors’ designee. No waiver by either party hereto at any timeof any breach by the other party hereto of, or compliance with, any conditionor provision of this Agreement to similar or dissimilar provisions orconditions at the same or at any prior or subsequent time.

 

11

----

 

15.**Assignment**. This Agreement shallnot be assignable by any party, except by Corporation and Bank to any successorin interest to its respective businesses.

 

16.**Entire Agreement**. This Agreementcontains the entire agreement of the parties and supersedes all otheragreements, written or oral, between the parties relating to the subject matterof this Agreement.

 

17.**Successors, Binding Agreement**.

 

(a) Corporationand Bank will require any successor (whether direct or indirect, by purchase,merger, consolidation, or otherwise) to all or substantially all of thebusinesses and/or assets of Corporation and Bank to expressly assume and agreeto perform this Agreement in the same manner and to the same extent thatCorporation and Bank would be required to perform it if no such succession hadtaken place. Failure by Corporation and Bank to obtain such assumption andagreement prior to the effectiveness of any such succession shall constitute abreach of this Agreement and the provisions of Section 6 of this Agreementshall apply. As used in this Agreement “Corporation and Bank” shall meanCorporation and Bank, as defined previously and any successor to its respectivebusinesses and/or assets as aforesaid which assumes and agrees to perform thisAgreement by operation of law or otherwise.

 

(a)          This Agreementshall inure to the benefit of and be enforceable by Executive’s personal orlegal representatives, executors, administrators, heirs, distributees, deviseesand legatees. If Executive should die after she has delivered a Notice ofTermination to Bank pursuant to Section 5 above, or following Corporationand Bank’s termination of Executive’s employment without Cause, such amountsthat would have been payable to Executive under this Agreement if Executive hadcontinued to live, shall be paid in accordance with the terms of this Agreementto Executive’s devisee, legatee, or other designee, or, if there is no suchdesignee, to Executive’s estate.

 

18.**Arbitration**. Corporation and Bankand Executive recognize that in the event a dispute should arise between themconcerning the interpretation or implementation of this Agreement, lengthy andexpensive litigation will not afford a practical resolution of the issueswithin a reasonable period of time. Consequently, each party agrees that alldisputes, disagreements and questions of interpretation concerning thisAgreement (except for any enforcement sought with respect to Sections 8, 9, 10or 11, which maybe litigated in court through an action for an injunction orother relief) are to be submitted for resolution, in Cumberland County,Pennsylvania, to the American Arbitration Association (the “Association”) inaccordance with the Association’s National Rules for the Resolution ofEmployment Disputes or other applicable rules then in effect (“Rules”).Corporation and Bank or Executive may initiate an arbitration proceeding at anytime by giving notice to the other in accordance with the Rules. Corporationand Bank and Executive may, as a matter or right, mutually agree on theappointment of a particular arbitrator from the Association’s pool. Thearbitrator shall not be bound by the rules of evidence and procedure ofthe courts of the Commonwealth of Pennsylvania but shall be bound by thesubstantive law applicable to this Agreement. The decision of the arbitrator, 

 

12

----

 

absentfraud, duress, incompetence or gross and obvious error of fact, shall be finaland binding upon the parties and shall be enforceable in courts of properjurisdiction. Following written notice of a request for arbitration,Corporation and Bank and Executive shall be entitled to an injunctionrestraining all further proceedings in any pending or subsequently filedlitigation concerning this Agreement, except as otherwise provided herein orany enforcement sought with respect to Sections 8, 9, 10 or 11, which may belitigated through an action for injunction or other relief.

 

19.**Validity**. The invalidity orunenforceability of any provision of this Agreement shall not affect thevalidity or enforceability of any other provision of this Agreement, whichshall remain in full force and effect.

 

20.**Applicable Law**. This Agreementshall be governed by and construed in accordance with the domestic, internallaws of the Commonwealth of Pennsylvania, without regard to its conflicts oflaws principles.

 

21.**Headings**. The section headings ofthis Agreement are for convenience only and shall not control or affect themeaning or construction or limit the scope or intent of any of the provisionsof this Agreement.

 

**IN WITNESS WHEREOF**, the parties have executedthis Agreement as of the date first above written.

 
| ATTEST:         |            | RIVERVIEW  FINANCIAL CORPORATION |
|-----------------|-----------------|----------------------------------|
|            |            |                             |
|            |            |                             |
| By:             | /s/  Kandi Lopp |                             | By: | /s/  Robert E. Garst |
|            |            |                             | Robert  E. Garst |
|            |            |                             | Chief  Executive Officer |
|            |            |                             |
|            |            | RIVERVIEW  NATIONAL BANK         |
|            |            |                             |
|            |            |                             |
| By:             | /s/  Kandi Lopp |                             | By: | /s/  Robert E. Garst |
|            |            |                             | Robert  E. Garst |
|            |            |                             | Chief  Executive Officer |
|            |            |                             |
|            |            |                             |
| WITNESS:        |            | EXECUTIVE                        |
|            |            |                             |
|            |            |                             |
| /s/  Kandi Lopp |            | /s/  Terry Wasko                 |
|            |            | Terry  Wasko                     |

 

13

----