**EXHIBIT 10.6**

 

**ACKNOWLEDGEMENT**

**AND RELEASE AGREEMENT**

** **

**READ IT CAREFULLY**

 

**NOTICE TO WILLIAM HUMMEL**

 

**This is a very important legal document, and you should carefullyreview and understand the terms and effect of this document before signingit.  By signing this Acknowledgement andRelease (“Release Agreement”), you are agreeing to completely release FirstPerry Bancorp, Inc., the First National Bank of Marysville, HNB Bancorp, Inc.,Halifax National Bank, and the holding company created under the Agreement andPlan of Consolidation between First Perry Bancorp, Inc. and HNB Bancorp, Inc.dated on or about June 18, 2008 currently referred to as RiverviewFinancial Corporation, and their subsidiaries, affiliates, directors andofficers.  Therefore, you should consultwith an attorney before signing this Agreement. You have twenty-one (21) days from the day of receipt of this documentto consider the Agreement. The twenty-one (21) days will begin to run on theday after receipt.  If you choose to signthe Agreement, you will have an additional seven (7) days following thedate of your signature to revoke the Agreement, and the Agreement shall notbecome effective or enforceable until the revocation period has expired.**

 

ThisAcknowledgement and Release Agreement (the “Release Agreement”) is entered intoas of June 18, 2008, by and among First Perry Bancorp, Inc. (“FirstPerry”), the First National Bank of Marysville (“Marysville”), HNB Bancorp, Inc.(“HNB”), Halifax National Bank (“Halifax”), the holding company created underthe Agreement and Plan of Consolidation between First Perry Bancorp, Inc.and HNB Bancorp, Inc. dated June 18, 2008 currently referred to asRiverview 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 Consolidationdated June 18, 2008 (“Consolidation Agreement”) pursuant to which FirstPerry and HNB shall consolidate into the new Holding Company which is aPennsylvania business corporation (the “Consolidation”);

 

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WHEREAS,pursuant to the Consolidation Agreement, Marysville has agreed to make thepayments set forth herein in exchange for the execution of this ReleaseAgreement 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 Agreementon the condition that Executive provides the inducements set forth in thisAgreement by executing this Release Agreement and entering into the HummelEmployment Agreement.

 

NOWTHEREFORE, in consideration of the foregoing and other good and valuableconsideration the receipt and sufficiency of which is hereby acknowledged, andintending to be legally bound, it is agreed as follows:

 

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

 

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

 

3.             Release and Waiver.

 

Executive, on behalf of himself, his heirs and assigns, irrevocably andunconditionally releases First Perry, Marysville, HNB, Halifax, Holding Companyand 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 severallyliable with them from all claims, controversies, liabilities, demands, causesof action, debts, obligations, promises, acts, agreements, and damages ofwhatever kind or nature, whether known or unknown, suspected or unsuspected,foreseen or unforeseen, liquidated or contingent, related to Executive’semployment, termination of employment, including but not limited to, any andall claims for breach of express or implied contract or covenant of good faithand fair dealing (whether written or oral), all claims for retaliation orviolation 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 basedon common law or otherwise; all claims arising under Title VII of the CivilRights Act of 1964, as amended; the Age Discrimination in Employment Act; theFederal Older Workers Benefit Protection Act, the Family and Medical Leave Act,any Whistleblower provision of any statute or law, the Americans withDisabilities Act; the Employee Retirement Income Security Act of 1974, anyother statute, regulation or law or amendments thereto, claims for emotionaldistress, mental anguish, personal injury, loss of consortium; any and allclaims that may be asserted on

 

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Executive’sbehalf by others (including the Equal Employment Opportunity Commission); orany other federal, state or local laws or regulations relating to employment orbenefits associated with Executive’s employment.

 

**EXECUTIVE ACKNOWLEDGES AND AGREES THAT THIS RELEASE IS A FULL AND FINALBAR TO ANY AND ALL CLAIM(S) OF ANY TYPE THAT HE MAY NOW HAVE AGAINSTFIRST PERRY, MARYSVILLE, HNB, HALIFAX, AND HOLDING COMPANY TO THE EXTENTPROVIDED ABOVE BUT THAT IT DOES NOT RELASE ANY CLAIMS THAT MAY ARISE AFTERTHE DATE OF THIS AGREEMENT.**

 

4.             Acceptance Period.

Thefollowing notice is included in this Release Agreement as required by the OlderWorkers Benefit Protection Act:

 

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

 

The twenty-one (21) dayperiod will begin to run on the day after Executive receives this ReleaseAgreement.  It will then run for a fulltwenty-one (21) calendar days and expire at the end of the twenty-first day(the “Acceptance Period”).  In order toaccept this Release Agreement, Executive must sign his name and date hissignature at the end of this letter and return it to HNB and First Perry viaRenee Lieux, Bybel Rutledge LLP, 1017 Mumma Road, Suite 302, Lemoyne,Pennsylvania 17043.  If the twenty-firstday 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 nextbusiness day immediately following such Saturday, Sunday or legal holiday willbe sufficient to effect a timely acceptance of this Release Agreement.

 

5.             Revocation Period.  Executive has the right to revoke thisRelease Agreement at any time within seven (7) days from the dateExecutive signs and delivers this Agreement to First Perry and HNB (the “RevocationPeriod”), and this Agreement will not become effective and enforceable untilthe Revocation Period has expired. (NOTE:  The Revocation Period willbegin on the day *after* the day on which Executivehas signed this Agreement and delivered it to First Perry and HNB and, asindicated by the date Executive affixes to his signature at the end of thisAgreement.  It will then run for sevencalendar days and expire at the end of the seventh day.)  In order to revoke this Agreement, Executivemust notify First Perry and HNB in writing of his decision to revoke theAgreement.  Executive must ensure thatFirst Perry and HNB (via Ms. Lieux, at the address indicated in Paragraph4 above) receives his written notice of revocation at her office in Lemoyne,Pennsylvania within the aforementioned Revocation Period.  If the seventh day of the

 

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Revocation Period falls on a Saturday, aSunday, or a legal holiday, First Perry and HNB’s receipt of his notice ofrevocation by the close of business on the next business day immediatelyfollowing such Saturday, Sunday or legal holiday will be sufficient to effect atimely revocation of this Agreement. Provided that the Revocation Period expires without Executive havingrevoked this Agreement, this Agreement shall take effect on the next dayfollowing the Revocation Period, and such next day shall constitute theEffective Date hereof.

 

Executive further agreesthat the consideration described in this Release Agreement shall be in fullsatisfaction of any and all claims for payments or benefits, whether expressedor 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 ofsuch employment relationship.

 

6.             Cooperation andNon-Disparagement.  Executiveagrees that he will not disparage or make derogatory comments about FirstPerry, Marysville, HNB, Halifax, Holding Company or any of their subsidiariesor affiliates and including their present and former officers, directors,employees, agents, or attorneys, or their business practices.

 

7.             ConfidentialInformation; Nonsolicitation and Noncompetition.

 

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

 

b.             Executivehereby acknowledges that as a result of his employment, he has had access to,obtained, or developed certain confidential, nonpublic, and/or legallyprivileged information, which includes, but is not limited to: informationrelating to First Perry’s, Marysville’s, HNB’s, Halifax’s, and Holding Company’spast, present or future business activities; trade secrets; financialinformation; technical systems; new product development; acquisition prospectsand strategies; compliance matters; information contained in personnel filesand medical files; the business operations; the internal structure of FirstPerry, Marysville, HNB, Halifax, and Holding Company; the names of and any andall information, including personal consumer information requiring protectionunder federal financial privacy laws, respecting the past, present andprospective customers or clients of First Perry, Marysville, HNB, Halifax, andHolding Company; target customers or markets; past, present or future researchdone by Corporation respecting the business or operations of First Perry,Marysville, HNB, Halifax, and Holding Company; financial information; vendor orprovider contracting arrangements; funding sources, services; systems; methodsof operation; sales and marketing information; methods; procedures; referralsources, 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 

 

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processingfiles and records; identities, addresses, telephone numbers, electronic mailaddresses, or other methods of contacting persons who might use or currentlyuse 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 orpending), literature, policies and procedure manuals, as well as anyinformation 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 FirstPerry, Marysville, HNB, Halifax, and Holding Company and shall be treated as confidential.  Executive agrees to hold inviolate, not todisclose, and to keep secret all such Information and will not for any reasonor purpose use, permit to be used, or disclose to any party any Information.

 

c.             Executive herebyacknowledges and recognizes the highly competitive nature of the business ofHolding Company and accordingly agrees that, for two years from the effectivedate as defined in the Consolidation Agreement, Executive shall not, except asotherwise 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 aninvestor owning less than 5% of the stock of a publicly owned company) orotherwise 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 orindirectly solicit persons or entities who were customers or referral sourcesof First Perry, Marysville, HNB, Halifax, and Holding Company or theirsubsidiaries to become a customer or referral source of a person or entityother than First Perry, Marysville, HNB, Halifax, and Holding Company or theirsubsidiaries.

 

8.             First Perry, Marysville,HNB, Halifax, or Holding Company Not Executive’s Advisor.  First Perry, Marysville, HNB, Halifax, andHolding Company make no representation or warranty, express or implied, toExecutive regarding the treatment of this Release Agreement or any paymentsExecutive may receive by virtue of or in connection with any provision of thisRelease Agreement, under state, federal, or local laws pertaining to income orother taxation, nor do they  provide toExecutive any advice regarding the financial, investment, or legal desirabilityof his entering into this Release Agreement or making any elections or grantingany releases****referred to herein; and Executiveacknowledges that it is and has been his sole and entire responsibility toexplore any such aspects of this Release Agreement with attorneys and/or otheradvisors of his own selection, in connection with both his decision to enterinto this Agreement and any decisions or elections which Executive maysubsequently make in relation to any of the subject matter of this ReleaseAgreement.

 

9.             AgreementFreely and Voluntarily Entered Into.  Executive warrants and represents that he hassigned this Release Agreement after review and consultation 

 

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with legal counsel of his choice and that heunderstands this Release Agreement and signs it freely, knowingly andvoluntarily, without any legal reservation and fully intending to be legallybound hereby.

 

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

 

a.             That Executive hascarefully read and fully understands all of the provisions of this ReleaseAgreement which sets forth the entire agreement between Executive and FirstPerry, Marysville, HNB, and Halifax regarding the termination of Executive’semployment and Executive’s releasing First Perry, Marysville, HNB, Halifax, andHolding Company, and that Executive has not relied upon any representations orstatements, written or oral, not set forth in this document; and

 

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

 

11.           Severability. Should any provision(s) of this Agreement be determined, in aproceeding to enforce or interpret this Agreement, to be invalid orunenforceable, then, provided that the provision(s) deemed to be invalidor unenforceable do not constitute all or substantially all of the undertakingsby either Executive or First Perry, Marysville, HNB, Halifax, and the HoldingCompany, the remainder of this Release Agreement shall continue in full forceand effect.

 

12.           Notices.  Unless otherwise provided in this ReleaseAgreement, any notice required or permitted to be given under this ReleaseAgreement 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, and to theprincipal executive offices of First Perry, Marysville, HNB, and Halifax in thecase of notices to First Perry, Marysville, HNB, and Halifax.

 

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

 

14.           Complete WrittenSettlement.  This Release Agreementexpresses a full and complete settlement of all disputes between Executive andFirst Perry, Marysville, HNB, Halifax, and the Holding Company and theirsubsidiaries.  Executive agrees thatthere are absolutely no agreements or reservations relating to termination ofExecutive’s employment and Executive’s release of First Perry, Marysville, HNB,Halifax, and the 

 

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HoldingCompany that are not clearly expressed in writing herein.  This Agreement may not be modified except inwriting signed by all parties hereto.

 

15.           Binding onSuccessors and Assigns.  ThisAgreement shall be binding upon and inure to the benefit of the parties heretoand their respective heirs, successors and assigns.

 

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

 

17.           Termination.  This Agreement shall terminate and be nulland void upon a termination of the Consolidation Agreement in accordance withits terms.

 

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

 
| ATTEST:                |   | HNB  BANCORP, INC.                     |
|------------------------|--------|----------------------------------------|
|                   |   |                                   |
|                   |   |                                   |
| /s/  Robert M. Garst   |   | By:                                    | /s/  Kirk D. Fox |
|                   |   |                                   |
|                   |   |                                   |
|                   |   | HALIFAX  NATIONAL BANK                 |
|                   |   |                                   |
| /s/  Robert M. Garst   |   | By:                                    | /s/  Kirk D. Fox |
|                   |   |                                   |
|                   |   | FIRST  PERRY BANCORP, INC.             |
|                   |   |                                   |
| /s/  Dorothy A. Taylor |   | By:                                    | /s/  Robert M. Garst |
|                   |   |                                   |
|                   |   | THE  FIRST NATIONAL BANK OF MARYSVILLE |
|                   |   |                                   |
| /s/  Dorothy A. Taylor |   | By:                                    | /s/  Robert M. Garst |
|                   |   |                                   |
|                   |   | EXECUTIVE                              |
|                   |   |                                   |
| /s/  Robert M. Garst   |   | /s/  William Hummel                    |
|                   |   | William  Hummel                        |

 

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