exv10w5






EXHIBIT 10.5




1992 DIRECTOR’S DEFERRED COMPENSATION AGREEMENT FOR RONALD WITHERITE




DIRECTOR’S COMPENSATION AGREEMENT




This Agreement is entered into this first day of January, 1992, between JUNIATA VALLEY BANK, P.O.
Box 66, Mifflintown, Pennsylvania 17059 (herein referred to as the “Bank”) and RONALD WITHERITE,
Box 161BB, Road #1, Reedsville, Pennsylvania 17084 (herein referred to as the “Director”).



WITNESSETH




WHEREAS, the Bank recognizes that the competent and faithful efforts of Director on behalf of the
Bank have contributed significantly to the success and growth of the Bank; and



WHEREAS, the Bank values the efforts, abilities and accomplishments of the Director and recognizes
that his services are vital to its continued growth and profits in the future; and



WHEREAS, the Bank desires to compensate the Director and retain his services for five years, if
elected, to serve on the Board of Directors. Such compensation is set forth below; and



WHEREAS, the Director, in consideration of the foregoing, agrees to continue to serve as a
Director, if elected,



NOW, THEREFORE, it is mutually agreed as follows:



1. Compensation. The Bank agrees to pay Director the total sum of $171,930 payable in monthly
installments of $1,432.75 for 120 consecutive months, commencing on the first day of the month
following Director’s 65th birthday. Payments to the Director will terminate when the 120
payments have been made or at the time of the Director’s death, whichever occurs first.



2. Death of Director Before Age 65. In the event Director should die before reaching age 65, the
Bank agrees to pay to Director’s beneficiary (ies) designated in writing to the Bank, the sum of
$1,432.75 per month for 120 consecutive months. Payments will begin on the first day of the month
following Director’s death.



3. Death of Director After Age 65. If the Director dies after age 65 prior to receiving the
full 120 monthly installments, the remaining monthly installments will be paid to the Director’s
designated beneficiary (ies). The beneficiary (ies) shall receive all remaining monthly
installments which the Director would have received until the total sum of $171,930 set forth in
paragraph “1” is paid. If the



Director fails to designate a beneficiary in writing to the Bank, the balance of monthly
installments at the time of his death shall be paid to the legal representative of the estate of
the Director.



4. Termination of Service as A Director. If the Director, for any reason other than death, fails
to serve five consecutive years as a Director, he will receive monthly compensation beginning at
age 65 on the basis that the number of full months served bears to the required number of 60 months
times the compensation stated in paragraph “1”. For example, if the Director serves only 30 months,
he will be entitled to 30/60 or 50% of the compensation stated in paragraph “1” and “2”.



5. Suicide. No payments will be made to the Director’s beneficiary (ies) or to his estate in the
event of death by suicide during the first three years of this agreement.



6. Status of Agreement. This agreement does not constitute a contract of employment between the
parties, nor shall any provision of this agreement restrict the right of the Bank’s Shareholders to
replace the Director or the right of the Director to terminate his service.



7. Binding Effect. This agreement shall be binding upon the parties hereto and upon the
successors and assigns of the Bank, and upon the heirs and legal representatives of the Director.



 









 





8. Interruption of Service. The service of the Director shall not be deemed to have been
terminated or interrupted due to his absence from active service on account of illness, disability,
during any authorized vacation or during temporary leaves of absence granted by the Bank for
reasons of professional advancement, education, health or government service, or during military
leave for any period if the Director is elected to serve on the board following such interruption.



9. Forfeiture of Compensation by Competition. The Director agrees that all rights to
compensation following age 65 shall be forfeited by him if he engages in competition with the Bank,
without the prior written consent of the Bank, within a radius of 50 miles of the main office of
the Bank for a period of ten years, coinciding with the number of years that the Director shall
receive such compensation.



10. Assignment of Rights. None of the rights to compensation under this Agreement are assignable
by the director or any beneficiary or designee of the Director and any attempt to anticipate, sell,
transfer, assign, pledge, encumber or change Director’s right to receive compensation, shall be
void.



11. Status of Director’s Rights. The rights granted to the Director or any designee or
beneficiary under this Agreement shall be solely those of an unsecured creditor of the Bank.



12. Amendments. This Agreement may be amended only by a written Agreement signed by the parties.



13. If the Bank shall acquire an insurance policy or any other asset in connection with the
liabilities assumed by it hereunder, it is expressly understood and agreed that neither Director
nor any beneficiary of Director shall have any right with respect to, or claim against, such policy
or other asset except as expressly provided by the terms of such policy or in the title to such
other asset. Such policy or asset shall not be deemed to be held under any trust for the benefit of
Director or his beneficiaries or to be held in any way as collateral security for the fulfilling of
the obligations of the Bank under this Agreement except as may be expressly provided by the terms
of such policy or other asset. It shall be, and remain, a general, unpledged, unrestricted asset of
the Bank.



14. This agreement shall be construed under and governed by the laws of the State of
Pennsylvania.



15. Interpretation. Wherever appropriate in this Agreement, words used in the singular shall
include the plural and the masculine shall include the feminine gender.



16. This Agreement shall be binding upon and inure to the benefit of any successor of the Bank
and any such successor shall be deemed substituted for the Bank under the terms of this Agreement.
As used herein, the term “successor’ shall include any person, corporation or other business entity
which at any time, whether by merger, purchase or otherwise, acquires all or substantially all of
the stock, assets or business of the Bank.



17. If the Bank’s marginal income tax bracket is different from 34% at the time deferred income
payments are made under this Agreement to the Director or his beneficiary (ies), the payments may
be adjusted by the Board of Directors to reflect that change. The following formula could be used
to calculate the change in benefits: Monthly Income (As Shown) X .66 divided by 1 — Tax Bracket.