Pennsylvania 17740
or to such other address as the person to whom notice is to be given may have
previously furnished to the other in writing in the manner set forth above,
provided that notice of a change of address shall be deemed given only upon
receipt.
7.
MISCELLANEOUS.
A.
ASSIGNMENT.
THIS AGREEMENT SHALL NOT BE
ASSIGNED, PLEDGED OR TRANSFERRED IN ANY WAY BY EITHER PARTY WITHOUT THE PRIOR
CONSENT OF THE OTHER PARTY, EXCEPT THAT THE COMPANY MAY ASSIGN OR TRANSFER THIS
AGREEMENT IN CONNECTION WITH A SALE OF SUBSTANTIALLY ALL OF ASSETS OR A
5
MERGER OR SIMILAR TRANSACTION.
THE COMPANY WILL REQUIRE ANY SUCCESSOR, WHETHER
DIRECT OR INDIRECT, OR BY PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE TO ALL OR
SUBSTANTIALLY ALL OF THE BUSINESS AND/OR ASSETS OF THE HOLDING COMPANY OR THE
BANK TO ASSUME AND AGREE TO PERFORM THIS AGREEMENT IN THE SAME MANNER AND TO THE
SAME EXTENT THAT THE HOLDING COMPANY OR THE BANK, AS THE CASE MAY BE, WOULD HAVE
BEEN REQUIRED TO PERFORM AS IF NO SUCCESSION HAD TAKEN PLACE.
B.
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE
EMPLOYEE BENEFIT PLANS REFERENCED IN SECTION 2 ABOVE, CONTAIN THE ENTIRE
UNDERSTANDING AMONG YOU, ON THE ONE HAND, AND THE HOLDING COMPANY AND THE BANK,
ON THE OTHER HAND, WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND MAY BE AMENDED
ONLY IN A WRITTEN AGREEMENT SIGNED BY EACH OF THE PARTIES.
ALL PRIOR OR
CONTEMPORANEOUS UNDERSTANDINGS, DISCUSSIONS, OR AGREEMENTS, MADE ORALLY OR IN
WRITING, INCLUDING WITHOUT LIMITATION, THE EMPLOYMENT AGREEMENT, THE EMPLOYEE
BENEFIT SEVERANCE PLAN AND ALL SIGNED AND UNSIGNED AMENDMENTS AND PROPOSED
AMENDMENTS TO THE EMPLOYMENT AGREEMENT, AND ANY COMPANY SEVERANCE POLICY, ARE
EXPRESSLY SUPERSEDED BY THIS AGREEMENT.
C.
HEADINGS.
THE HEADINGS IN THIS LETTER
ARE FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT BE CONSIDERED AS PART OF
THIS AGREEMENT NOR LIMIT OR OTHERWISE AFFECT THE MEANING HEREOF.
D.
ARBITRATION.
ANY DISPUTE RELATING TO THIS
AGREEMENT BETWEEN YOU, ON THE ONE HAND, AND THE HOLDING COMPANY OR THE BANK, ON
THE OTHER HAND, SHALL, AT THE ELECTION OF EITHER PARTY, BE SUBJECT TO
ARBITRATION IN ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION
THEN IN EFFECT.
UNLESS OTHERWISE AGREED BY THE PARTIES, THE ARBITRATION SHALL
TAKE PLACE IN WILLIAMSPORT, PENNSYLVANIA.
THE DECISION OF THE ARBITRATION PANEL
WILL BE BINDING ON THE PARTIES AND MAY BE ENFORCED IN ANY COURT HAVING
JURISDICTION.
THE HOLDING COMPANY AND THE BANK WILL HAVE THE RIGHT TO SET OFF
AGAINST ANY AMOUNTS OTHERWISE DUE TO YOU UNDER THIS AGREEMENT WITH RESPECT TO
DAMAGES AND COSTS AWARDED TO THE HOLDING COMPANY OR THE BANK BY THE ARBITRATION
PANEL.
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E.
SPECIFIC PERFORMANCE.
IF ANY PARTY
FAILS TO COMPLY WITH PROVISIONS OF THIS AGREEMENT, ANY OTHER PARTY WILL BE
ENTITLED, UPON APPLICATION TO ANY COURT OF COMPETENT JURISDICTION, TO SPECIFIC
PERFORMANCE OR INJUNCTIVE OR OTHER EQUITABLE RELIEF IN ORDER TO ENFORCE OR
PREVENT VIOLATION OF SUCH PROVISION OR PROVISIONS.
F.
WAIVER.
NO FAILURE OR DELAY ON THE PART