**EXHIBIT10.7**

 

**RIVERVIEW NATIONAL BANK**

**DIRECTOR DEFERRED FEE AGREEMENT**

 

THISAGREEMENT is made this 31st day of December, 2008, byRIVERVIEW NATIONAL BANK, a national bank located in Marysville, Pennsylvania(the “Bank”), and                                                  ,(the “Director”).

 

**INTRODUCTION**

 

Toencourage the Director to remain a member of the Bank’s Board of Directors, theBank is willing to provide to the Director a deferred fee opportunity. The Bankwill pay the benefits from its general assets.

 

**AGREEMENT**

 

TheDirector and the Bank agree as follows:

 

**Article 1**

**Definitions**

 

1.1           *Definitions*.  Whenever used in this Agreement, thefollowing words and phrases shall have the meanings specified:

 

1.1.1        *“Changein Control”* means **a changein the ownership or effective control of the Corporation or the Bank asdescribed in Section 409A(a)(2)(A)(v) of the Code****.**

 

Notwithstanding anything else to the contrary setforth in this Agreement, if (i) an agreement is executed by theCorporation or the Bank providing for any of the transactions or eventsconstituting a Change in Control as defined herein, and the agreementsubsequently expires or is terminated without the transaction or event beingconsummated, and (ii) Director’s service did not terminate during theperiod after the agreement and prior to such expiration or termination, forpurposes of this agreement it shall be as though such agreement was neverexecuted and no Change in Control event shall be deemed to have occurred as aresult of the execution of such Agreement.

 

1.1.2        *“Code”* means theInternal Revenue Code of 1986, as amended, and the regulations promulgatedthereunder.

 

1.1.3        *“Corporation”* meansRiverview Financial Corporation.

 

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1.1.4        *“Disability”* means theDirector’s inability to perform substantially all normal duties of a director,provided such disability complies with the definition provided under Code Section 409A. As a condition to receiving any benefits, the Bank may require the Directorto submit to such physical or mental evaluations and tests as the Board ofDirectors deems appropriate.

 

1.1.5        *“Election Form”* means the Form attachedas Exhibit A.

 

1.1.6        *“Fees”* means thetotal amount earned by the Director for serving on the Bank’s Board.

 

1.1.7        *“Normal Benefit Age”* means thebenefit distribution age specified by the Director in Exhibit A.

 

1.1.8        *“Plan Year”* means eachtwelve (12) month period commencing with the month deferrals commence underthis Agreement.

 

1.1.9        *“Terminationof Service”* means the Director’s ceasing to be a member of theBank’s Board of Directors for any reason other than death, provided suchtermination of service complies with the definition of termination of serviceunder Code Section 409A.

 

**Article 2**

**Deferral Election**

 

2.1           *Initial Election*.  The Director shall make an initial deferralelection under this Agreement by filing with the Bank a signed Election Form withinthirty (30) days after the date of this Agreement. The Election Form shallset forth the amount of Fees to be deferred, provided such deferral opportunityshall be limited to Fees earned during the ten-year period ending December 31,2018 unless an extension is approved in writing by the Bank. The Election Form shallbe effective to defer only Fees earned after the date the Election Form isreceived by the Bank.

 

2.2           *Election Changes*.  The Director may modify the amount of Fees tobe deferred annually by filing a new Election Form with the Bank. Themodified deferral shall not be effective until the calendar year following theyear in which the subsequent Election Form is received by the Bank. Anychanges to the form of benefit payment must be in accordance with Exhibit A.

 

**Article 3**

**Deferral Account**

 

3.1           *Establishing and Crediting*.  The Bank shall establish a Deferral Accounton its books for the Director, and shall credit to the Deferral Account thefollowing amounts:

 

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3.1.1        *Deferrals*.  The fees deferred by the Director as of thetime the Fees would have otherwise been paid to the Director.

 

3.1.2        *Interest.*  Interest at an annual rate of 70% ofR.O.E.  R.O.E. is to be calculated by adaily quarterly average.

 

3.2           *Statement of Accounts*.  The Bank shall provide to the Director,within one hundred twenty (120) days after each Plan Year, a statement settingforth the Deferral Account balance.

 

3.3           *Accounting Device Only*.  The Deferral Account is solely a device formeasuring amounts to be paid under this Agreement. The Deferral Account is nota trust fund of any kind. The Director is a general unsecured creditor of theBank for the payment of benefits. The benefits represent the mere Bank promiseto pay such benefits. The Director’s rights are not subject in any manner toanticipation, alienation, sale, transfer, assignment, pledge, encumbrance,attachment or garnishment by the Director’s creditors.

 

**Article 4**

**Lifetime Benefits**

 

4.1           *Normal Benefit Age*.  If the Director terminates service as aDirector on or after Normal Benefit Age, the Bank shall pay to the Director thebenefit described in this Section 4.1 in lieu of any other benefit underthis Agreement.

 

4.1.1        *Amount of Benefit*.  The benefit under this Section 4.1 isthe Deferral Account balance at the date specified in Exhibit A.

 

4.1.2        *Payment of Benefit*.  The Bank shall pay the benefit to theDirector in the form specified in Exhibit A. If installment payments areelected, the Bank shall continue to credit interest at an annual rate asdefined in Section 3.1.2 above, on the undistributed account balanceduring any applicable installment period.

 

4.2           *Early Termination Benefit*.  If the Director terminates service as aDirector before the Normal Benefit Age for reasons other than death, disabilityor following a Change in Control, the Bank shall pay to the Director thebenefit described in this Section 4.2 in lieu of any other benefit underthis Agreement.

 

4.2.1        *Amount of Benefit*.  The Benefit under this Section 4.2 isthe Deferral Account balance at the Director’s Termination of Service.

 

4.2.2        *Payment of Benefit*.  The Bank shall pay the benefit to the Directorin the form specified in Exhibit A. If installment payments are elected,the Bank shall continue to credit interest at an annual rate as 

 

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definedin Section 3.1.2 above, on the undistributed account balance during anyapplicable installment period.

 

4.3           *Disability Benefit*.  Upon Termination of Service for disabilityprior to the Normal Benefit Age, the Bank shall pay to the Director the benefitdescribed in this Section 4.3 in lieu of any other benefit under thisAgreement.

 

4.3.1        *Amount of Benefit*.  The benefit under this Section 4.3 isthe Deferral Account balance at the date specified in Exhibit A. Ifapplicable, the Bank shall continue to credit interest to the Deferral Accountbalance at a rate as defined in Section 3.1.2 above, during the periodfrom Termination of Service until payments commence.

 

4.3.2        *Payment of Benefit*.  The Bank shall pay the benefit to theDirector in the form specified in Exhibit A. If installment payments areelected, the Bank shall continue to credit interest at an annual rate asdefined in Section 3.1.2 above, on the undistributed account balanceduring any applicable installment period.

 

4.4           *Change of Control Benefit*.  If the Director is in the active service ofthe Bank when the change occurs, the Bank shall pay to the Director the benefitdescribed in this Section 4.4 in lieu of any other benefit under thisAgreement.

 

4.4.1        *Amount of Benefit*.  The benefit under this Section 4.4 isthe Deferral Account balance at the date specified in Exhibit A. Ifapplicable, the Bank shall continue to credit interest to the Deferral Accountbalance at a rate as defined in Section 3.1.2 above, during the periodfrom Termination of Service until payments commence.

 

4.4.2        *Payment of Benefit*.  The Bank shall pay the benefit to theDirector in the form specified in Exhibit A. If installment payments areelected, the Bank shall continue to credit interest at an annual rate asdefined in Section 3.1.2 above, on the undistributed account balanceduring any applicable installment period.

 

4.5           *Hardship Distribution*.  If an unforeseeable financial emergencyarising from the death of a family member, divorce, sickness, injury,catastrophe or similar event outside the control of the Director occurs,provided such emergency qualifies as an unforeseeable emergency under Code Section 409A,the Director may petition the Board for early payout of his Deferral Account.If the Board determines that the Director’s request constitutes anunforeseeable financial emergency as provided under Code 409A, the Bank shalldistribute to the Director all or a portion of the Deferral Account balance asdetermined by the Bank, but in no event shall the distribution be greater thanis necessary to relieve the financial hardship.

 

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**Article 5**

**Death Benefits**

 

5.1           *Death Prior to Commencement ofBenefit Payments*.  If theDirector dies prior to commencement of benefit payments, the Bank shall pay tothe Director’s beneficiary the benefit described in this Section 5.1 inlieu of any other benefit under this Agreement.

 

5.1.1        *Amount of Benefit*.  The benefit amount under Section 5.1 isthe Deferral Account balance.

 

5.1.2        *Payment of Benefit*.  The Bank shall pay the benefit to the beneficiaryin the form specified in Exhibit A, with payment made or commencing on thefirst day of January following the Director’s death. If installmentpayments are elected, the Bank shall continue to credit interest at an annualrate as defined in Section 3.1.2 above, compounded monthly, on theundistributed account balance during any applicable installment period.

 

5.2           *Death During Benefit Period.* If the Director dies after benefit paymentshave commenced under this Agreement but before receiving all such payments, theBank shall pay the remaining benefits to the Director’s beneficiary at the sametime and in the same amounts they would have been paid to the Director had theDirector survived.

 

**Article 6**

**Beneficiaries**

 

6.1           *Beneficiary Designations*.  The Director shall designate a beneficiary byfiling a written designation with the Bank. The Director may revoke or modifythe designation at any time by filing a new designation. However, designationswill only be effective if signed by the Director and accepted by the Bankduring the Director’s lifetime. The Director’s beneficiary designation shall bedeemed automatically revoked if the beneficiary predeceases the Director, or ifthe Director names a spouse as beneficiary and the marriage is subsequentlydissolved. If the Director dies without a valid beneficiary designation, allpayments shall be made to the Director’s estate.

 

6.2           *Facility of Payment*.  If a benefit is payable to a minor, to aperson declared incompetent, or to a person incapable of handling thedisposition of his or her property, the Bank may pay such benefit to theguardian, legal representative or person having the care or custody of suchminor, incompetent person or incapable person. The Bank may require proof ofincompetence, minority or guardianship as it may deem appropriate prior todistribution of the benefit. Such distribution shall completely discharge theBank from all liability with respect to such benefit.

 

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**Article 7**

**General Limitations**

 

Notwithstandingany provision of this Agreement to the contrary, the Bank shall not pay anybenefit under this Agreement that is attributable to the interest earned onsuch contributions:

 

7.1           *Termination for Cause*.  If the Bank terminates the Director’s servicefor:

 

7.2.1        Gross negligence or grossneglect of duties;

 

7.2.2        Commission of a felony or ofa gross misdemeanor involving moral turpitude; or

 

7.2.3        Fraud, disloyalty,dishonesty or willful violation of any law or significant Bank policy committedin connection with the Director’s service and resulting in an adverse effect onthe Bank.

 

7.2           *Removal*.  If the Director is subject to a final removalor prohibition order issued by an appropriate federal banking agency pursuantto Section 8(e) of the Federal Deposit Insurance Act.

 

7.3           *Suicide.*  If the Director commits suicide within twoyears after the date of this Agreement, or if the Director has made anymaterial misstatement of fact on any application for life insurance purchasedby the Bank.

 

**Article 8**

**Claims and Review Procedures**

 

8.1           *Claims Procedure*.  The Bank shall notify any person or entitythat makes a claim against the Agreement (the “Claimant”) in writing, withinninety (90) days of Claimant’s written application for benefits, of Claimant’seligibility or ineligibility for benefits under the Agreement. If the Bankdetermines that the Claimant is not eligible for benefits or full benefits, thenotice shall set forth (l) the specific reasons for such denial, (2) aspecific reference to the provisions of the Agreement on which the denial isbased, (3) a description of any additional information or materialnecessary for the Claimant to perfect Claimant’s claim, and a description ofwhy it is needed, and (4) an explanation of the Agreement’s claims reviewprocedure and other appropriate information as to the steps to be taken if theClaimant wishes to have the claim reviewed. If the Bank determines that thereare special circumstances requiring additional time to make a decision, theBank shall notify the Claimant of the special circumstances and the date by 

 

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whicha decision is expected to be made, and may extend the time for up to an additionalninety-day period.

 

8.2           *Review Procedure*.  If the Claimant is determined by the Bank notto be eligible for benefits, or if the claimant believes that claimant isentitled to greater or different benefits, the Claimant shall have theopportunity to have such claim reviewed by the Bank by filing a petition forreview with the Bank within sixty (60) days after receipt of the notice issuedby the Bank. Said petition shall state the specific reasons which the Claimantbelieves entitle Claimant to benefits or to greater or different benefits.Within sixty (60) days after receipt by the Bank of the petition, the Bankshall afford the claimant (and counsel, if any) an opportunity to presentClaimant’s position to the Bank orally or in writing, and the Claimant (andcounsel) shall have the right to review the pertinent documents. The Bank shallnotify the Claimant of its decision in writing within the sixty-day period,stating specifically the basis of its decision, written in a manner calculatedto be understood by the Claimant and the specific provisions of the Agreementon which the decision is based. If, because of the need for a hearing, thesixty-day period is not sufficient, the decision may be deferred for up toanother sixty-day period at the election of the Bank, but notice of thisdeferral shall be given to the Claimant.

 

**Article 9**

**Amendments and Termination**

 

ThisAgreement may be amended or terminated only by a written agreement signed bythe Bank and the Director, except as specified in Article 7.

 

**Article 10**

**Miscellaneous**

 

10.1         *Binding Effect*.  This Agreement shall bind the Director andthe Bank, and their beneficiaries, survivors, executors, successors,administrators and transferees.

 

10.2         *No Guarantee of Service*.  This Agreement is not a contract forservices. It does not give the Director the right to remain a director of theBank, nor does it interfere with the shareholders’ rights to replace theDirector. It also does not require the Director to remain a director norinterfere with the Director’s right to terminate service at any time.

 

10.3         *Non-Transferability*.  Benefits under this Agreement cannot be sold,transferred, assigned, pledged, attached or encumbered in any manner.

 

10.4         *Tax Withholding*. The Bankshall withhold any taxes that are required to be withheld from the benefitsprovided under this Agreement.

 

10.5         *Applicable Law*. The Agreementand all rights hereunder shall be governed by the laws of the Commonwealth ofPennsylvania, except to the extent preempted by the laws of the United Statesof America. This Agreement shall also be

 

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interpretedas is minimally required to qualify any payment hereunder as not triggering anypenalty on the Director pursuant to Code Section 409A and the regulationspromulgated thereunder.

 

10.6         *Unfunded Arrangement*.  The Director and beneficiary are generalunsecured creditors of the Bank for the payment of benefits under thisAgreement. The benefits represent the mere promise by the Bank to pay suchbenefits. The rights to benefits are not subject in any manner to anticipation,alienation, sale, transfer, assignment, pledge, encumbrance, attachment orgarnishment by creditors. Any insurance on the Director’s life is a generalasset of the Bank to which the Director and beneficiary have no preferred orsecured claim.

 

10.7         *Recovery of Estate Taxes*.  If the Director’s gross estate for federalestate tax purposes includes any amount determined by reference to and onaccount of this Agreement, and if the beneficiary is other than the Director’sestate, then the Director’s estate shall be entitled to recover from thebeneficiary receiving such benefit under the terms of the Agreement, an amountby which the total estate tax due by the Director’s estate, exceeds the totalestate tax which would have been payable if the value of such benefit had notbeen included in the Director’s gross estate. If there is more than one personreceiving such benefit, the right of recovery shall be against each suchperson. In the event the beneficiary has a liability hereunder, the beneficiarymay petition the Bank for a lump sum payment in an amount not to exceed thebeneficiary’s liability hereunder.

 

10.8         *Entire Agreement*.  This Agreement constitutes the entireagreement between the Bank and the Director as to the subject matter hereof. Norights are granted to the Director by virtue of this Agreement other than thosespecifically set forth herein.

 

10.9         *Reorganization*. The Bankshall not merge or consolidate into or with another company, or reorganize, orsell substantially all of its assets to another company, firm or person unlesssuch succeeding or continuing company, firm or person agrees to assume anddischarge the obligations of the Bank.

 

10.10       *Administration*. The Bankshall have powers which are necessary to administer this Agreement, includingbut not limited to:

 

10.10.1    Interpretingthe provisions of this Agreement;

 

10.10.2    Establishing and revisingthe method of accounting for the Agreement.

 

10.10.3    Maintaining a record ofbenefit payments; and

 

10.10.4    Establishing rules andprescribing any forms necessary or desirable to administer the Agreement.

 

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10.11       *Named Fiduciary*.  The Bank shall be the named fiduciary andplan administrator under this Agreement. The named fiduciary may delegate toothers certain aspects of the management and operation responsibilities of theplan including the service of advisors and the delegation of ministerial dutiesto qualified individuals.

 

INWITNESS WHEREOF, the Director and a duly authorized Bank officer have signedthis Agreement.

 
| ** **  | ** ** | **BANK:**                    |
|-------------|------------|------------------------------|
| **ATTEST:** | ** ** | **RIVERVIEW  NATIONAL BANK** |
|        |       |                         |
|        |       | By                           |   |
|        |       |                         |
|        |       | Title                        |   |
|        |       |                         |
|        |       | Date                         |   |

 

 

Byexecution hereof, Riverview Financial Corporation, consents to and agrees to bebound by the terms and conditions of this Agreement.

 

 
| **ATTEST:**  | ** ** | **CORPORATION:**                     |
|--------------|------------|--------------------------------------|
| ** **   | ** ** | **RIVERVIEW  FINANCIAL CORPORATION** |
|         |       |                                 |
|         |       | By                                   |   |
|         |       |                                 |
|         |       | Title                                |   |
|         |       |                                 |
|         |       | Date                                 |   |
|         |       |                                 |
|         |       |                                 |
| **WITNESS:** | ** ** | **DIRECTOR:**                        |
| ** **   | ** ** | ** **                           |
| ** **   | ** ** | ** **                           |
| ** **   | ** ** | ** **                           |

 

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EXHIBIT A

 

RIVERVIEW NATIONAL BANK

**DIRECTOR DEFERRED FEE AGREEMENT**

 

**Election Form**

 

**DeferralElection (Initial and Complete One):**

 
| o      |   | I  elect to defer         % of my  fees for          months,  increasing or decreasing to         %  commencing in                                      .                                                                                                                                                                                                                                        |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   | (mo./yr.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| o      |   | I  elect to defer $                 per month for          months,  increasing or decreasing to $                    per month commencing in                                                          . |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (mo./yr.) |

 

**BenefitAge:**

 

Ielect a Normal Benefit Age of             .

 

**Timingof Payout:**

 

IfI terminate service after Normal Benefit Age, I elect to have my benefitsdistributed commencing within 30 days of (Initial One).

 
| o      |   | Normal  Benefit Age     |
|--------|--------|-------------------------|
|   |   |                    |
| o      |   | Termination  of Service |

 

IfI terminate service before Normal Benefit Age due to Disability, I elect tohave my benefits distributed commencing within 30 days of (Initial One):

 
| o      |   | Normal  Benefit Age     |
|--------|--------|-------------------------|
|   |   |                    |
| o      |   | Termination  of Service |

 

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Ifa Change in Control occurs prior to Normal Benefit Age, I elect to have mybenefits distributed commencing within 30 days of (Initial One):

 
| o      |   | Normal  Benefit Age                    |
|--------|--------|----------------------------------------|
|   |   |                                   |
| o      |   | Termination  of Service                |
|   |   |                                   |
| o      |   | The  date the Change in Control occurs |

 

**Form ofPayment:**

 

Ielect to have my benefits paid in the following form (initial (a) or (b) foreach category):

 
| **Section**   | ** ** | **Triggering**      | ** ** | ** **                              | ** ** | **Annuitized  over**                    |
|---------------|------------|---------------------|------------|-----------------------------------------|------------|-----------------------------------------|
| **Reference** | ** ** | **Event**           | ** ** | **Lump Sum**                            | ** ** | **120  Months**                         |
|          |       |                |       |                                    |       |                                    |
| 4.1.2         |       | Normal  Benefit Age |       | (a)       |       | (b)       |
|          |       |                |       |                                    |       |                                    |
| 4.2.2         |       | Early  Termination  |       | (a)       |       | (b)       |
|          |       |                |       |                                    |       |                                    |
| 4.3.2         |       | Disability          |       | (a)       |       | (b)       |
|          |       |                |       |                                    |       |                                    |
| 4.4.2         |       | Change  in Control  |       | (a)       |       | (b)       |
|          |       |                |       |                                    |       |                                    |
| 5.1.2         |       | Death               |       | (a)       |       | (b)       |

 

Iunderstand that I may change the form of benefit elected provided such changeis made at least 12 months prior to the date the payment becomes due.

 
| Signature: |   |   |
|------------|--------|--------|
|       |   |   |
| Date:      |   |   |
|            |        |        |  |  |

 

Acceptedby the Bank this          day of                              ,20    .

 

**RIVERVIEWNATIONAL BANK**

 
| By:    |   |   |
|--------|--------|--------|
|   |   |   |
| Title: |   |   |
|        |        |        |  |

 

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**RIVERVIEWNATIONAL BANK**

** **

**DIRECTOR DEFERRED FEE AGREEMENT**

 

**Beneficiary Designation**

 

Idesignate the following as beneficiary of benefits under the Director DeferredFee Agreement payable following my death:

 

PrimaryBeneficiary:

 
| Name:                                                                                                                                                                                                    |   |   | Relationship: |   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|---------------|--------|
|                                                                                                                                                                                                     |   |   |          |
| Address:                                                                                                                                                                                                 |   |
|                                                                                                                                                                                                     |   |   |          |
|                                                                                                                                                                                                     |   |   |          |
|                                                                                                                                                                                                     |   |   |          |
| Contingent  Beneficiary:  (to receive the benefits if there is no  surviving Primary Beneficiary or should the Primary Beneficiary die before  receiving all benefit payments under Article 5) |
|                                                                                                                                                                                                     |
| Name:                                                                                                                                                                                                    |   |   | Relationship: |   |
|                                                                                                                                                                                                     |   |   |          |
| Address:                                                                                                                                                                                                 |   |
|                                                                                                                                                                                                     |   |   |          |
|                                                                                                                                                                                                     |
|                                                                                                                                                                                                          |        |        |               |        |  |

 

**Note:      To name a trust asbeneficiary, please provide the name of the trustee(s) and the exactname and date of the trust agreement.**

 

Iunderstand that I may change these beneficiary designations by filing a newwritten designation with the Bank. I further understand that the designationswill be automatically revoked if the beneficiary predeceases me, or, if I havenamed my spouse as beneficiary, in the event of the dissolution of ourmarriage.

 
| Signature: |   |   |   |
|------------|--------|--------|--------|
|       |   |   |   |
| Date:      |   |   |   |
|            |        |        |        |  |  |

 

Acceptedby the Bank this             day of                                             ,20    .

 
| By:    |   |   |   |
|--------|--------|--------|--------|
|   |   |   |   |
| Title: |   |   |   |
|        |        |        |        |  |  |

 

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