Hogan Lovells US LLP December 11, 2020

    

    

     Exhibit 10.15

    

    

    
      FIRST CITIZENS COMMUNITY BANK

      EXECUTIVE DEFERRED COMPENSATION PLAN

      

      

      Effective December 1, 2018

      

      

      (As Amended and Restated Effective December 15, 2020)

       

      

      
        
          


      

      
      TABLE OF CONTENTS

      

      

      Table of Contents

       

      Page

       

      	
              ARTICLE I PURPOSE

            	
              1

            
	 	 
	
              ARTICLE II DEFINITIONS

            	
              1

            
	 	 
	 	
              2.1

            	
              “Annual Contribution”

            	
              1

            
	 	
              2.2

            	
              “Annual Contribution Account”

            	
              1

            
	 	
              2.3

            	
              “Annual Contribution Schedule”

            	
              1

            
	 	
              2.4

            	
              “Bank”

            	
              1

            
	 	
              2.5

            	
              “Base Salary”

            	
              1

            
	 	
              2.6

            	
              “Beneficiary”

            	
              1

            
	 	
              2.7

            	
              “Board of Directors”

            	
              1

            
	 	
              2.8

            	
              “Bonus Compensation”

            	
              1

            
	 	
              2.9

            	
              “Cause”

            	
              1

            
	 	
              2.10

            	
              “Change in Control”

            	
              2

            
	 	
              2.11

            	
              “Code”

            	
              2

            
	 	
              2.12

            	
              “Committee”

            	
              3

            
	 	
              2.13

            	
              “Deferral Election”

            	
              3

            
	 	
              2.14

            	
              “Deferred Compensation Account”

            	
              3

            
	 	
              2.15

            	
              “Disability”

            	
              3

            
	 	
              2.16

            	
              “Discretionary Contribution”

            	
              3

            
	 	
              2.17

            	
              “Discretionary Contribution Account”

            	
              3

            
	 	
              2.18

            	
              “Discretionary Contribution Schedule”

            	
              3

            
	 	
              2.19

            	
              “Distribution Date”

            	
              3

            
	 	
              2.20

            	
              “Election Notice”

            	
              3

            
	 	
              2.21

            	
              “Election Period”

            	
              3

            
	 	
              2.22

            	
              “Elective Deferrals”

            	
              4

            
	 	
              2.23

            	
              “Elective Deferral Account”

            	
              4

            
	 	
              2.24

            	
              “Matching Contribution”

            	
              4

            
	 	
              2.25

            	
              “Matching Contribution Account”

            	
              4

            
	 	
              2.26

            	
              “Participant”

            	
              4

            
	 	
              2.27

            	
              “Plan Year”

            	
              4

            
	 	
              2.28

            	
              “Separation from Service”

            	
              4

            
	 	
              2.29

            	
              “Valuation Date”

            	
              4

            
	 	 	 	 
	
              ARTICLE III ELIGIBILITY AND VESTING

            	
              4

            
	 	 
	 	
              3.1

            	
              Eligibility

            	
              4

            
	 	
              3.2

            	
              Vesting

            	
              4

            
	 	
              3.3

            	
              Election Procedures

            	
              5

            
	 	
              3.4

            	
              Cessation of Participation

            	
              5

            
	 	 	 	 
	
              ARTICLE IV ACCOUNT AND INVESTMENT

            	
              5

            
	 	 
	 	
              4.1

            	
              Deferred Compensation Account

            	
              5

            
	 	
              4.2

            	
              Earnings

            	
              6

            
	 	
              4.3

            	
              Unsecured Creditor

            	
              6

            


      

      

      
        i

        
          


      

      	
              ARTICLE V CONTRIBUTIONS

            	
              6

            
	 	 
	 	
              5.1

            	
              Annual Contributions

            	
              6

            
	 	
              5.2

            	
              Other Discretionary Contributions

            	
              6

            
	 	
              5.3

            	
              Matching Contributions

            	
              6

            
	 	
              5.4

            	
              Statement of Deferred Compensation Account

            	
              6

            
	 	 	 	 
	
              ARTICLE VI DISTRIBUTION OF BENEFITS

            	
              6

            
	 	 
	 	
              6.1

            	
              Separation of Service

            	
              6

            
	 	
              6.2

            	
              Death

            	
              7

            
	 	
              6.3

            	
              Change in Control

            	
              7

            
	 	
              6.4

            	
              Termination for Cause

            	
              7

            
	 	
              6.5

            	
              Elective Deferrals

            	
              7

            
	 	
              6.6

            	
              Delayed Distributions for Specified Employees

            	
              8

            
	 	
              6.7

            	
              Code Section 409A

            	
              8

            
	 	 	 	 
	
              ARTICLE VII ADMINISTRATION

            	
              8

            
	 	 
	 	
              7.1

            	
              Committee; Duties

            	
              8

            
	 	
              7.2

            	
              Agents

            	
              8

            
	 	
              7.3

            	
              Binding Effect of Decisions

            	
              8

            
	 	
              7.4

            	
              Indemnity of Committee

            	
              8

            
	 	 	 	 
	
              ARTICLE VIII CLAIMS PROCEDURE

            	
              8

            
	 	 
	 	
              8.1

            	
              Claim

            	
              8

            
	 	
              8.2

            	
              Denial of Claim

            	
              8

            
	 	
              8.3

            	
              Review of Claim

            	
              9

            
	 	
              8.4

            	
              Final Decision

            	
              9

            
	 	
              8.5

            	
              Arbitration

            	
              9

            
	 	 	 	 
	
              ARTICLE IX AMENDMENT AND TERMINATION OF PLAN

            	
              9

            
	 	 
	 	
              9.1

            	
              Amendment

            	
              9

            
	 	
              9.2

            	
              Complete Termination

            	
              9

            
	 	 	 	 
	
              ARTICLE X MISCELLANEOUS

            	
              10

            
	 	 
	 	
              10.1

            	
              Unfunded Plan

            	
              10

            
	 	
              10.2

            	
              Unsecured General Creditor

            	
              10

            
	 	
              10.3

            	
              Trust Fund

            	
              10

            
	 	
              10.4

            	
              Payment to Participant, Legal Representative or Beneficiary

            	
              10

            
	 	
              10.5

            	
              Nonassignability

            	
              11

            
	 	
              10.6

            	
              Validity

            	
              11

            
	 	
              10.7

            	
              Notice

            	
              11

            
	 	
              10.8

            	
              Successors

            	
              11

            
	 	
              10.9

            	
              No Employment or Other Service Rights

            	
              11

            
	 	
              10.10

            	
              Payment of Employment and Code Section 409A Taxes

            	
              11

            
	 	
              10.11

            	
              Acceleration of Payments

            	
              11

            
	 	
              10.12

            	
              Governing Law

            	
              11

            


      

      

      
        ii

        
          


      

      FIRST CITIZENS COMMUNITY BANK

      EXECUTIVE DEFERRED COMPENSATION PLAN

      

      

      ARTICLE I

      PURPOSE

       

      The purpose of this Executive Deferred Compensation Plan (the “Plan”) is for First Citizens Community Bank (the “Bank”) to
        provide supplemental funds for retirement to certain key members of its management with periodic deferred compensation contributions.  The Plan shall be effective December 1, 2018.  The Plan was amended and restated effective as of December 15,
        2020.  The Plan is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations promulgated thereunder.  The Plan is also intended to qualify as a “top hat” plan for purposes of the Employee
        Retirement Income Security Act of 1974, as amended.

       

      ARTICLE II

      DEFINITIONS

       

      For the purposes of this Plan, the following terms may have the meanings indicated, unless the context clearly indicates
        otherwise:

       

      2.1          “Annual Contribution” means the amount credited to the Participant’s Annual Contribution Account pursuant to Section 5.1.

       

      2.2          “Annual Contribution Account” means a separate account maintained for each Participant to record the Annual Contributions made to the Plan pursuant to Section 5.1, plus all
          earnings and losses allocable thereto.

       

      2.3          “Annual Contribution Schedule” means a schedule included as part of the Plan each year that sets forth the Annual Contribution for each Participant.

       

      2.4          “Bank” means First Citizens Community Bank, or any successor to the business of First Citizens Community Bank, and any affiliated or subsidiary corporations.

       

      2.5          “Base Salary” means the annual rate of base pay paid by the Bank to or for the benefit of the Participant for services rendered.

       

      2.6          “Beneficiary” means the person or persons (and their heirs) designated by the Participant to whom the deceased Participant’s benefits are payable.  If no Beneficiary is
          designated, then the Participant’s spouse, if living, will be deemed the Beneficiary.  If the Participant’s spouse is not living, then the children of the Participant will be deemed the Beneficiaries and will take on a per stirpes basis.  If
          there are no living children, then the estate of the Participant will be deemed the Beneficiary.

       

      2.7          “Board of Directors” means the Board of Directors of the Bank.

       

      2.8          “Bonus Compensation” means any cash compensation earned by a Participant for services rendered by the Participant under any bonus or cash incentive plan maintained by the
          Bank.

       

      
        
          


      

      
      2.9          “Cause” means (a) the willful failure by a Participant to substantially perform his duties for the Bank (other than a failure resulting from the Participant’s incapacity
          because of physical or mental illness), after notice from the Bank and a failure to cure the violation within thirty days of the notice; (b) the willful engaging by a Participant in misconduct injurious to the Bank; (c) the dishonesty or gross
          negligence of a Participant in the performance of his duties; (d) the breach of a Participant’s fiduciary duty involving personal profit; (e) the material violation by a Participant of any law, rule or regulation governing banks or bank officers
          or any final cease and desist order issued by a bank regulatory authority; (f) conduct on the part of a Participant which brings public discredit to the Bank; (g) unlawful discrimination by a Participant, including harassment against the Bank’s
          employees, customers, business associates, contractors, or visitors; (h) theft or abuse by a Participant of the Bank’s property or the property of the Bank’s customers, employees, contractors, vendors, or business associates; (i) failure of a
          Participant to follow the good faith lawful instructions of the Board of Directors or the President and Chief Executive Officer of the Bank with respect to its operations, after notice from the Bank and a failure to cure the violation within
          thirty days of the notice; (j) the direction or recommendation of a state or federal bank regulatory authority to remove a Participant’s position with the Bank; (k) any final removal or prohibition order to which a Participant is subject, by a
          federal banking agency pursuant to Sections 8(e) and 8(g) of the Federal Deposit Insurance Act; (l) a Participant’s conviction of or plea of guilty or nolo
            contendere to a felony, crime of falsehood or a crime involving moral turpitude, or the actual incarceration of a Participant; (m) any act of fraud, misappropriation or personal dishonesty of a Participant; (n) insubordination of a
          Participant; (o) misrepresentation of a material fact, or omission of information necessary to make the information supplied not materially misleading, in an application or other information provided by a Participant to the Bank or any
          representative of the Bank in connection with the Participant’s employment; (p) the existence of any material conflict between the interests of Bank and a Participant that is not disclosed in writing by the Participant to the Bank and approved in
          writing by the Board of Directors; or (q) a Participant takes action that is clearly contrary to the best interest of the Bank; provided, however, that with respect to a Participant who has an employment agreement with the Bank which has a
          definition of “cause”, the definition contained therein shall govern.

       

      2.10        “Change in Control” means a change in control as defined in Code Section 409A and rules, regulations, and guidance of general application thereunder issued by the Department
          of the Treasury, including:

       

      (a)          Change in ownership: A change in ownership of the Bank or
        Citizens Financial Services, Inc. (the “Company”) occurs on the date any one person or group of persons accumulates ownership of the stock of the Bank or the Company constituting more than 50% of the total fair market value or total voting power of
        the stock of the Company or the Bank,

      

      

      (b)           Change in effective control: A change in effective
        control occurs when either (i) any one person or more than one person acting as a group acquires within a 12-month period ownership of stock of the Bank or the Company possessing 35% or more of the total voting power of the stock of the Bank or the
        Company, or (ii) a majority of the board of directors of the Bank or the Company is replaced during any 12-month period by directors whose appointment or election is not endorsed in advance by a majority of the board of directors of the Bank or the
        Company, as applicable, or

      

      

      (c)           Change in ownership of a substantial portion of assets:
        A change in the ownership of a substantial portion of the assets of the Bank or the Company occurs if in a 12 month period any one person or more than one person acting as a group acquires assets from the Bank or the Company having a total gross
        fair market value equal to or exceeding 40% of the total gross fair market value of all of the assets of the Bank or the Company immediately before the acquisition or acquisitions. For this purpose, “gross fair market value” means the value of the
        assets of the Bank or the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with the assets.

      

      

      2.11          “Code” means the Internal Revenue Code of 1986, as amended.

       

      
        2

        
          


      

      2.12        “Committee” means the committee appointed to administer the Plan pursuant to Section 7.1.

       

      2.13        “Deferral Election” means an election by a Participant to defer Base Salary and/or Bonus Compensation.  A Participant who is eligible to make a Deferral Election shall make a
          new Deferral Election with respect to each Plan Year in which the Participant is eligible to make a Deferral Election.

       

      2.14        “Deferred Compensation Account” means an account to which the Bank shall credit all amounts allocated under the Plan.  Each Participant’s Deferred Compensation Account shall
          be utilized solely as a device for the determination and measurement of the amounts to be paid to the Participant pursuant to the Plan, and shall include the following, to the extent applicable to the Participant: (i) an Annual Contribution
          Account; (ii) a Discretionary Contribution Account; (iii) an Elective Deferral Account; and (iv) a Matching Contribution Account.  A Participant’s Deferred Compensation Account shall not constitute or be treated as a trust fund of any kind.

       

      2.15        “Disability” A Participant shall be considered “Disabled” if the Participant is determined to be disabled by the Social Security Administration.

       

      2.16        “Discretionary Contribution” means discretionary contributions made by the Bank that are credited to the Participant’s Discretionary Contribution Account pursuant to Section
          5.2.

       

      2.17        “Discretionary Contribution Account” means a separate account maintained for each Participant to record the Discretionary Contributions made to the Plan pursuant to Section
          5.2, plus all earnings and losses allocable thereto.

       

      2.18        “Discretionary Contribution Schedule” means a schedule that is included as part of the Plan from time to time that sets forth any Discretionary Contribution for a
          Participant.

       

      2.19        “Distribution Date” means a date specified by a Participant in his or her Election Notice for the payment of all or a portion of such Participant’s Elective Deferral Account.

       

      2.20        “Election Notice” means the notice or notices established from time to time by the Committee for making Deferral Elections under the Plan.  The Election Notice includes the
          amount or percentage of Base Salary and/or Bonus Compensation to be deferred (subject to any minimum or maximum amounts established by the Committee); the Distribution Date(s); the form of payment (lump sum or installments); and such other
          information and elections as deemed appropriate by the Committee.  Each Election Notice shall become irrevocable as of the last day of the Election Period.

       

      2.21        “Election Period” means the period established by the Committee with respect to each Plan Year during which Deferral Elections for such Plan Year must be made in accordance
          with the requirements of Section 409A of the Code, as follows:

       

      (a)             General Rule. Except as provided in (b) and (c) below, the Election Period shall end no later than the last day of the Plan Year immediately preceding the Plan Year to which the Deferral Election relates.

      

      

      (b)          Performance-Based Compensation. If any Bonus Compensation constitutes “performance-based compensation” within the meaning of Treas. Reg. Section 1.409A-1(e), then the Election Period for such amounts
          shall end no later than six months before the end of the Plan Year during which the Bonus Compensation is earned (and in no event later than the date on which the amount of the Bonus Compensation becomes readily ascertainable).

       

        

      
        3

        
          


      

      (c)             Newly Eligible Employees. The Election Period for newly eligible employees shall end no later than thirty (30) days after the employee first becomes eligible to participate in the Plan and shall apply only with
          respect to compensation earned after the date of the Deferral Election.

      

      

      2.22        “Elective Deferrals” means Base Salary deferrals and Bonus Compensation Deferrals.

       

      2.23        “Elective Deferral Account” means a separate account maintained for each Participant who is eligible to make Deferral Elections under the Plan to record the Elective
          Deferrals made to the Plan pursuant to Section 3.3 and all earnings allocable thereto.

       

      2.24        “Matching Contribution” means the amount the Bank contributes to the Plan on behalf of any Participant pursuant to Section 5.3.

       

      2.25        “Matching Contribution Account” means a separate account maintained for each Participant who is eligible to make Deferral Elections under the Plan to record the Matching
          Contributions made to the plan pursuant to Section 5.3 and all earnings allocable thereto.

       

      2.26        “Participant” means an employee of the Bank who is designated by the Board of Directors to participate in the Plan.

       

      2.27        “Plan Year” means the period from January 1 to December 31.

       

      2.28        “Separation from Service” or “Separates from Service” means the Participant’s retirement or other
          termination of employment with the Bank within the meaning of Code Section 409A.  No Separation from Service shall be deemed to occur due to military leave, sick leave or other bona fide leave of absence if the period of such leave does not
          exceed six (6) months or, if longer, so long as the Participant’s right to reemployment is provided by law or contract.  If the leave exceeds six (6) months and the Participant’s right to reemployment is not provided by law or by contract, then
          the Participant shall have a Separation from Service on the first date immediately following such six-month period.

       

      Whether a Separation from Service has occurred is determined based on whether the facts and circumstances indicate that the
        Bank and the Participant reasonably anticipates that no further services would be performed after a certain date or that the level of bona fide services the Participant would perform after such date (whether as an employee or as an independent
        contractor) would permanently decrease to an amount less than 50% of the average level of bona fide services performed over the immediately preceding 36 months (or such lesser period of time in which the Participant performed services for the
        Bank).  The determination of whether a Participant has had a Separation from Service shall be made by applying the presumptions set forth in the Treasury Regulations under Code Section 409A.

       

      2.29        “Valuation Date” means the last day of each Plan Year and any other date(s)
          determined from time to time by the Committee.

       

      ARTICLE III

      ELIGIBILITY AND VESTING

       

      3.1          Eligibility.  The Plan is available to a select group of management and/or highly compensated employees of the Bank, as determined and designated by the Committee from time
          to time.

       

      
        4

        
          


      

      3.2          Vesting.  Unless otherwise provided on an Annual Contribution Schedule or Discretionary Contribution Schedule, each Participant shall become 100% vested in each Annual
          Contribution and Discretionary Contribution, and any earnings thereon, on the earlier of (i) the date the Participant both completes 15 years of service with the Bank and attains age 55, (ii) the date the Participant both completes 10 years of
          service with the Bank and attains age 62, and (iii) the date the Participant attains age 65; provided, however, that a Participant shall become 100% vested upon his death, Disability or a Change in Control.  Unless otherwise provided by the
          Committee, each Participant shall become 100% vested in the Matching Contributions made to the Plan on behalf of the Participant, if any, and any earnings thereon, on the earlier of (x) the date the Participant both completes 15 years of service
          with the Bank and attains age 55, (y) the date the Participant both completes 10 years of service with the Bank and attains age 62, and (z) the date the Participant attains age 65; provided, however, that a Participant shall become 100% vested
          upon his death, Disability or a Change in Control.  Notwithstanding any other provision in this Plan to the contrary, upon a Participant’s Separation from Service, other than on account of the Participant’s death, the Participant shall forfeit
          the unvested balances in his Annual Contribution Account, Discretionary Contribution Account and Matching Contribution Account.

       

      3.3          Election Procedures.  The following election procedures apply to Participants who are eligible to make Deferral Elections, as determined by the Committee, in its sole
          discretion.

       

      (a)            Deferral Election.  A Participant who is eligible to make Deferral Elections may elect to defer Base Salary and/or Bonus Compensation by completing an
          Election Notice and filing it with the Bank during the Election Period. The Election Notice must specify (i) the amount or percentage of Base Salary and/or Bonus Compensation to be deferred (subject to any minimum and maximum amounts established
          by the Committee); (ii) the Distribution Date for the Participant’s Elective Deferral Account (subject to the provisions of the Plan); and (iii) the form of payment for the Participant’s Elective Deferral Account and Matching Contribution Account
          (lump sum or annual installments).

       

      (b)           Base Salary Deferrals. A Participant who is eligible to make Deferral Elections may elect to defer receipt of up to 100% of the Participant’s Base Salary
          for any Plan Year by making a Deferral Election in accordance with this Section 3.3, subject to any minimum or maximum amounts established by the Committee. Base Salary deferrals shall be credited to a Participant’s Elective Deferral Account as
          of the date the Base Salary otherwise would have been paid.

       

      (c)           Bonus Compensation Deferrals. A Participant may elect to defer receipt of up to 100% of the Participant’s Bonus Compensation for any Plan Year by making a
          Deferral Election in accordance with this Section 3.3, subject to any minimum or maximum amounts established by the Committee. Bonus Deferrals shall be credited to the Participant’s Elective Deferral Account as of the date the deferred Bonus
          Compensation otherwise would have been paid.

       

      3.4          Cessation of Participation.  If a Participant ceases to be an eligible employee for a Plan Year, then the Participant’s Deferral Elections shall no longer be effective and
          the Participant shall not receive any further Matching Contributions.  However, such Participant's Deferred Compensation Account shall continue to be credited with earnings as set forth in Article IV.

       

      ARTICLE IV

      ACCOUNT AND INVESTMENT

       

      4.1          Deferred Compensation Account.  The Bank shall maintain for each Participant a Deferred Compensation Account to which it shall credit all Annual Contributions made in
          accordance with Section 5.1, all Discretionary Contributions made in accordance with Section 5.2, all Elective Deferrals made in accordance with Section 3.3, and all Matching Contributions made in accordance with Section 5.3.  Each Participant’s
          Deferred Compensation Account shall be adjusted no less often than annually to reflect the credits made to the Deferred Compensation Account and the earnings thereon pursuant to Section 4.2.  The adjustments shall be made as long any amount
          remains credited to the Participant’s Deferred Compensation Account.

       

      
        5

        
          


      

      4.2          Earnings.  Amounts credited to a Participant’s Deferred Compensation Account shall accrue earnings at a rate equivalent to the highest deposit rate on the rate sheet of the
          Bank on a weekly basis.  Earnings shall be credited monthly.

       

      4.3          Unsecured Creditor.  The Participant’s interest in his Deferred Compensation Account is limited to the right to receive payments under the Plan, and the Participant’s
          position is that of a general unsecured creditor of the Bank.

       

      ARTICLE V

      CONTRIBUTIONS

       

      5.1          Annual Contributions.  As of the first day of each Plan Year, the Bank may credit a Participant’s Annual Contribution Account with an Annual Contribution set forth on an
          Annual Contribution Schedule.  The amount of the Annual Contribution may vary from year to year and from Participant to Participant and the Bank shall not be obligated to make any Annual Contribution for any Participant for any particular year.

       

      5.2          Other Discretionary Contributions.  The Bank may, but is not obligated to, make Discretionary Contributions to a Participant’s Discretionary Contribution Account from time
          to time.  Discretionary Contributions, if any, shall be set forth on a Discretionary Contribution Schedule.  Any other Discretionary Contributions shall be credited to a Participant’s Discretionary Compensation Account as of the date set forth on
          the Discretionary Contribution Schedule.

       

      5.3          Matching Contributions.  Each Plan Year the Bank may, but need not, make a Matching Contribution to the Plan on behalf of any Participant who is eligible to make Deferral
          Elections under the Plan, as determined by the Committee, in its sole discretion.  The Matching Contribution may be expressed as a percentage of the Participant’s Base Salary deferral and/or Bonus Compensation deferral, as determined by the
          Committee, in its sole discretion.  Unless otherwise determined by the Committee, in its sole discretion, Matching Contributions made to the Plan on behalf of any Participant in respect of a Plan Year may not exceed $50,000.  Any Matching
          Contribution shall be credited to the Participant’s Matching Contribution Account as soon as practicable following the last day of the Plan Year to which the Matching Contribution relates and in no event later than the March 15 immediately
          following such Plan Year.  Matching Contributions need not be uniform among Participants.

       

      5.4          Statement of Deferred Compensation Account.  Within sixty days following the end of each Plan Year, the Bank shall provide Participants with a statement setting forth the
          entire balance and the vested balance of the Participant’s Deferred Compensation Account as of the immediately preceding Valuation Date.

       

      ARTICLE VI

      DISTRIBUTION OF BENEFITS

       

      6.1          Separation of Service.  Each Participant shall elect, by completing an Election Notice and filing it with the Bank during the Election Period, whether to receive the vested
          balance of his Annual Contribution Account, Discretionary Contribution Account and Matching Contribution Account in a single lump sum payment or in up to ten (10) approximately equal annual installments.  Except as otherwise provided in Section
          6.6, the payment of the benefit will be made or, in the case of installments will commence, within thirty (30) days of the later of (i) his Separation from Service, other than on account of his death, and (ii) the date on which he attains age
          62.  In the case of installments, each installment after the first payment will be made on the same date each year (or if that date is not a business day, on the next business day).  If a Participant fails to make a timely election with respect
          to the form of payment of benefits, the benefits will be paid in a single lump sum.

       

      
        6

        
          


      

      6.2          Death.  Within 60 days of the death of a Participant, the Bank shall pay (or commence payment) to the Participant’s Beneficiary the balance (or the remaining balance, in the
          case of a Participant who is receiving installment payments at the time of his death) of the Participant’s Annual Contribution Account, Discretionary Contribution Account and Matching Contribution Account.  Each Participant shall elect, by
          completing an Election Notice and filing it with the Bank during the Election Period, whether his Beneficiary will receive the balance (or the remaining balance, in the case of a Participant who is receiving installment payments at the time of
          his death) of his Annual Contribution Account, Discretionary Contribution Account and Matching Contribution Account in a single lump sum payment or in up to ten (10) approximately equal annual installments; provided, however, that with respect to
          a Participant who is receiving installment payments at the time of his death, the remaining balance shall be paid to the Participant’s Beneficiary over the remaining installment schedule in effect at the time of the Participant’s death, unless
          the Participant elected the lump sum option on the Election Notice.  If a Participant fails to make a timely election with respect to the form of payment of benefits upon death, then the benefits will be paid to the Participant’s Beneficiary in a
          single lump sum.

       

      6.3          Change in Control.  If a Change in Control occurs prior to a Participant’s Separation from Service, then the Bank (or its successor) will pay the Participant the balance of
          his Annual Contribution Account, Discretionary Contribution Account and Matching Contribution Account, irrespective of whether the Participant incurs a Separation from Service in connection with the Change in Control, in a single lump sum within
          30 days following the Change in Control.

       

      6.4          Termination for Cause.  Notwithstanding any other provision in this Plan to the contrary, if a Participant is terminated for Cause, the Participant shall forfeit the
          balances in his Annual Contribution Account, Discretionary Contribution Account and Matching Contribution Account, and his participation under this Plan shall become null and void.

       

      6.5          Elective Deferrals.  Payment of a Participant’s Elective Deferral Account shall be made (or commence, in the case of installments) on the Distribution Date specified in the
          Participant’s Election Notice; provided that, the Participant must select from among the available Distribution Dates designated by the Committee and set forth in the Election Notice, which may include, without limitation, the Participant’s
          Separation from Service, the Participant’s death and the occurrence of a Change in Control.  Except as otherwise provided in Section 6.6, payments shall be made or commence within 60 days following the Distribution Date selected by the
          Participant.  Each Participant shall specify in his or her Election Notice the form of payment (lump sum or installments) for amounts in his or her Elective Deferral Account that are covered by the election, including the form of payment to the
          Participant’s Beneficiary upon the Participant’s death; provided that, if the Participant elects to have amounts paid in installments, the Participant must select from among the permissible installment schedules selected by the Committee and set
          forth in the Election Notice.  In the case of installments, each installment after the first payment will be made on the same date each year (or if that date is not a business day, on the next business day).  In the absence of a valid election
          with respect to form of payment, amounts will be paid in a single lump sum.

       

      
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      6.6          Delayed Distributions for Specified Employees.  Notwithstanding the foregoing, if a Participant is a “specified employee” (i.e., a “key employee” of a publicly traded
          company within the meaning of Code Section 409A and the final regulations issued thereunder) and payment of a benefit under the Plan is triggered due to the Participant’s Separation from Service (other than due to death), then solely to the
          extent necessary to avoid penalties under Code Section 409A, no  payment shall be made during the first six months following the Participant’s Separation from Service.  Rather, any payment that would otherwise be paid to the Participant during
          that period will be accumulated and paid to the Participant in a single lump sum on the first day of the seventh month following the Separation from Service.

       

      6.7          Code Section 409A.  The Plan shall be interpreted to comply with or be exempt from Code Section 409A, and all provisions of the Plan shall be construed in a manner
          consistent with the requirements for avoiding taxes or penalties under Code Section 409A.  Each payment that is payable pursuant to this Plan is intended to constitute a “separate payment” for purposes of Treasury Regulation Section
          1.409A-2(b)(ii).

       

      ARTICLE VII

      ADMINISTRATION

       

      7.1          Committee; Duties.  This Plan shall be administered by the Committee, which shall be appointed by the Board of Directors.  The Committee shall have the authority to make,
          amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan and decide or resolve any and all questions, including interpretations of this Plan, as may arise in connection with the Plan.  A majority
          vote of the Committee members shall control any decision.

       

      7.2          Agents.  The Committee may, from time to time, employ other agents and delegate to them such administrative duties as it sees fit, and may from time to time consult with
          counsel who may be counsel to the Bank.

       

      7.3          Binding Effect of Decisions.  The decision or action of the Committee in respect to any question arising out of or in connection with the administration, interpretation and
          application of the Plan and the rules of regulations promulgated hereunder shall be final, conclusive and binding upon all persons having any interest in the Plan.  The Committee’s determinations under the Plan need not be uniform and any such
          determinations may be made selectively among Participants.

       

      7.4          Indemnity of Committee.  The Bank shall indemnify and hold harmless the members of the Committee against any and all claims, loss, damage, expense or liability arising from
          any action or failure to act with respect to this Plan, except in the case of gross negligence or willful misconduct.

       

      ARTICLE VIII

      CLAIMS PROCEDURE

       

      8.1          Claim.  Any person claiming a benefit, requesting an interpretation or ruling under the Plan, or requesting information under the Plan shall present the request in writing
          to the Committee, which shall respond in writing within 30 days.

       

      8.2          Denial of Claim.  If the claim or request is denied, the written notice of denial shall state:

       

      (a)             The reasons for denial, with specific reference to the Plan provisions on which the denial is based.

       

      
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      (b)             A description of any additional material or information required and an explanation of why it is necessary.

       

      (c)             An explanation of the Plan’s claim review procedure.

       

      8.3          Review of Claim.  Any person whose claim or request is denied or who has not received a response within 30 days may request review by notice given in writing to the
          Committee.  The claim or request shall be reviewed by the Committee who may, but shall not be required to, grant the claimant a hearing.  On review, the claimant may have representation, examine pertinent documents, and submit issues and comments
          in writing.

       

      8.4          Final Decision.  The decision on review shall normally be made within 60 days.  If an extension of time is required for a hearing or other special circumstances, the
          claimant shall be notified and the time limit shall be 120 days.  The decision shall be in writing and shall state the reasons and the relevant Plan provisions.

       

      8.5          Arbitration. If a claimant continues to dispute the benefit denial based upon completed performance of this Plan and the Participation Agreement or the meaning and effect of
          the terms and conditions thereof, then the claimant may submit the dispute to mediation, administered by the American Arbitration Association (“AAA”) (or a mediator selected by the parties) in accordance with the AAA’s Commercial Mediation
          Rules.  If mediation is not successful in resolving the dispute, it shall be settled by arbitration administered by the AAA under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any
          court having jurisdiction thereof.

       

      ARTICLE IX

      AMENDMENT AND TERMINATION OF PLAN

       

      9.1          Amendment.  Notwithstanding anything herein contained to the contrary, the Board of Directors reserves the exclusive right to freeze or to amend the Plan at any time,
          provided that no amendment to the Plan shall be effective to decrease or to restrict the amount accrued to the date of such amendment.

       

      9.2          Complete Termination.  Subject to the requirements of Code Section 409A, in the event of complete termination of the Plan, the Plan shall cease to operate and the Bank shall
          pay out to the Participant his or her vested Deferred Compensation Account balance as if the Participant had a Separation from Service as of the effective date of the complete termination.  The complete termination of the Plan shall occur only
          under the following circumstances and conditions:

       

      (a)           The Board of Directors may terminate the Plan within 12 months of a corporate dissolution taxed under Code Section 331, or with approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred
          under the Plan are included in the Participant’s gross income in the latest of (i) the calendar year in which the Plan terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the
          first calendar year in which the payment is administratively practicable.

       

      (b)          The Board of Directors may terminate the Plan by irrevocable action within the 30 days preceding, or 12 months following, a Change in Control, provided that the Plan shall only be treated as terminated if all substantially similar
          arrangements sponsored by the Bank are terminated so that the Participant and all participants under substantially similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within 12
          months of the date of the irrevocable termination of the arrangements.  For these purposes, “Change in Control” shall be defined in accordance with the Treasury Regulations under Code Section 409A.

       

      
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      (c)          The Board of Directors may terminate the Plan provided that (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Bank, (ii) all arrangements sponsored by the Bank that would be
          aggregated with this Plan under Treasury Regulations Section 1.409A-1(c) if the Participant covered by this Plan was also covered by any of those other arrangements are also terminated; (iii) no payments other than payments that would be payable
          under the terms of the arrangement if the termination had not occurred are made within 12 months of the termination of the arrangement; (iv) all payments are made within 24 months of the termination of the arrangements; and (v) the Bank does not
          adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulations Section 1.409A-1(c) if the Participant participated in both arrangements, at any time within three years following the date of termination
          of the arrangement.

       

      ARTICLE X

      MISCELLANEOUS

       

      10.1        Unfunded Plan.  This Plan is intended to be an unfunded plan maintained primarily to provide deferred compensation benefits for a select group of management or highly
          compensated employees.  This Plan is not intended to create an investment contract, but to provide tax planning opportunities and retirement benefits to eligible individuals who have elected to participate in the Plan.  Participants are select
          members of management who, by virtue of their position with the Bank, are uniquely informed as to the Bank’s operations and have the ability to materially affect the Bank’s profitability and operations.

       

      10.2        Unsecured General Creditor.  Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interest or claims in any property
          or assets of the Bank, nor shall they be Beneficiaries of, or have any rights, claims or interests in any life insurance policies, annuity contracts or the proceeds therefrom owned or which may be acquired by the Bank.  Such policies or other
          assets of the Bank shall not be held under any trust for the benefit of Participants, their Beneficiaries, heirs, successors or assigns, or held in any way as collateral security for the fulfilling of the obligations of the Bank under this Plan. 
          Any and all of the Bank’s assets and policies shall be, and remain, the general, unpledged, unrestricted assets of the Bank.  The Bank’s obligation under the Plan shall be that of an unfunded and unsecured promise of the Bank to pay money in the
          future.

       

      10.3        Trust Fund.  The Bank shall be responsible for the payment of all benefits provided under the Plan.  At its discretion, the Bank may establish one or more trusts, with such
          trustees as the Board of Directors may approve, for the purpose of providing for the payment of such benefits.  Such trust or trusts may be irrevocable, but the assets thereof shall be subject to the claims of the Bank’s creditors.  To the extent
          any benefits provided under the Plan are actually paid from any such trust, the Bank shall have no further obligation with respect thereto, but to the extent not so paid, such benefits shall remain the obligation of, and shall be paid by, the
          Bank.

       

      10.4        Payment to Participant, Legal Representative or Beneficiary.  Any payment to any Participant or the legal representative, Beneficiary, or to any guardian or committee
          appointed for such Participant or Beneficiary in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims hereunder against the Bank, which may require the Participant, legal representative,
          Beneficiary, guardian or committee, as a condition precedent to such payment, to execute a receipt and release thereof in such form as shall be determined by the Bank.

       

      
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      10.5        Nonassignability.  Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, hypothecate or convey in advance of actual receipt the
          amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are, expressly declared to be unassignable and nontransferable.  No part of the amounts payable shall, prior to actual payment, be subject to seizure or
          sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or
          insolvency.

       

      10.6        Validity.  In case any provision of this Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but
          this Plan shall be construed and enforced as if such illegal and invalid provision had never been inserted herein.

       

      10.7        Notice.  Any notice or filing required or permitted to be given to the Committee under the Plan shall be sufficient if in writing and hand delivered, or sent by registered
          or certified mail, to any member of the Committee or the Secretary of the Bank.  Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or
          certification.

       

      10.8        Successors.  The provisions of this Plan shall bind and inure to the benefit of the Bank and its successors and assigns.  The term “successors” as used herein shall include
          any corporate or other business entity which shall, whether by merger, consolidation, purchase or otherwise acquire all or substantially all of the business and assets of the Bank, and successors of any such corporation or other business entity.

       

      10.9        No Employment or Other Service Rights.  Nothing in the Plan or any instrument executed pursuant thereto shall confer upon any Participant any right to continue to serve the
          Bank or interfere in any way with the right of the Bank to terminate the Participant’s employment or service at any time with or without notice and with or without Cause.

       

      10.10      Payment of Employment and Code Section 409A Taxes.  Any distribution under this Plan shall be reduced by the amount of any taxes required to be withheld from such
          distribution.  This Plan shall permit the acceleration of the time or schedule of a payment to pay employment related taxes as permitted under Treasury Regulation Section 1.409A-3(j) or to pay any taxes that may become due at any time that the
          arrangement fails to meet the requirements of Code Section 409A and the regulations and other guidance promulgated thereunder.  In the latter case, such payments shall not exceed the amount required to be included in income as the result of the
          failure to comply with the requirements of Code Section 409A.

       

      10.11      Acceleration of Payments.  Except as specifically permitted herein or in other sections of this Plan, no acceleration of the time or schedule of any payment may be made
          hereunder.  Notwithstanding the foregoing, payments may be accelerated hereunder by the Bank, in accordance with the provisions of Treasury Regulation Section 1.409A-3(j)(4) and any subsequent guidance issued by the United States Department of
          the Treasury.  Accordingly, payments may be accelerated, in accordance with requirements and conditions of the Treasury Regulations (or subsequent guidance) in the following circumstances: (i) as a result of certain domestic relations orders;
          (ii) in compliance with ethics agreements with the federal government; (iii) in compliance with ethics laws or conflicts of interest laws; (iv) in limited cash-outs (but not in excess of the limit under Code Section 402(g)(1)(B)); (v) to apply
          certain offsets in satisfaction of a debt of the Participant to the Bank; (vi) in satisfaction of certain bona fide disputes between the Participant and the Bank; or (vii) for any other purpose set forth in the Treasury Regulations and subsequent
          guidance.

       

      10.12      Governing Law.  This Plan will be construed according to the laws of the Commonwealth of Pennsylvania, to the extent those laws are not preempted by federal law.

       

      [Signature Page to Follow]

       

      
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      IN WITNESS WHEREOF, the Bank, acting
        through its authorized officer, has adopted this Plan.

      

      

      

      

      	 	
              FIRST CITIZENS COMMUNITY BANK

            
	 	 
	
              December 15, 2020

            	
              By: /s/ Gina Marie Boor

            
	 	
              Gina Marie Boor

            
	 	
              Corporate Secretary

            


      

      

    

     

    

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