INCLUDES, WITHOUT LIMITATION,
RESPONSIBILITY FOR ENSURING THE SAFETY AND SOUNDNESS OF FNB TO THE EXTENT
IMPACTED BY THE AHB DIVISION.
SMITH SHALL AT ALL TIMES DURING THE TERM OF THIS
AGREEMENT REFRAIN FROM DOING ANY ACT, DISCLOSING ANY INFORMATION OR MAKING ANY
STATEMENTS TO ANY PERSON OTHER THAN OFFICERS OF FNB WHICH MAY RESULT IN THE
DISCLOSURE OF CONFIDENTIAL INFORMATION OR ADVERSELY AFFECT THE GOOD REPUTATION
OF FNB IN THE COMMUNITY OR WHICH MIGHT ADVERSELY AFFECT THE PROFESSIONAL OR
BUSINESS RELATIONSHIP BETWEEN FNB AND ANY BUSINESS, DEPOSITOR, BORROWER OR ANY
OTHER PERSON WITH WHOM FNB IS DOING BUSINESS OR IS CONTEMPLATING DOING BUSINESS.
(B)
OFFICE AND SUPPORT.
FNB SHALL PROVIDE SMITH
WITH AN OFFICE, SECRETARIAL ASSISTANCE AND SUCH OTHER FACILITIES AND SUPPORT
SERVICES AS SHALL BE SUITABLE TO SMITH'S POSITION AND RESPONSIBILITIES AS SET
FORTH ABOVE AND AS MAY BE NECESSARY TO ENABLE SMITH TO PERFORM SUCH DUTIES
EFFECTIVELY AND EFFICIENTLY.
(C)
LOCATION OF OFFICE.
IN CONNECTION WITH
SMITH'S EMPLOYMENT BY THE CORPORATION AND THE BANK, SMITH SHALL MAINTAIN HER
OFFICE AT 3840 HEMPLAND ROAD, MOUNTVILLE, PENNSYLVANIA, OR AT SUCH OTHER OFFICE
AS THE BOARD OF DIRECTORS OF THE CORPORATION OR THE BANK MAY SELECT WITHIN THE
IMMEDIATE VICINITY OF MOUNTVILLE, PENNSYLVANIA.
5.
Termination
(A)
DEATH.
IF SMITH DIES DURING HER EMPLOYMENT
HEREUNDER, HER COMPENSATION AND BENEFITS HEREUNDER SHALL TERMINATE, AND HER
BONUS (IF ANY) SHALL BE PRORATED AS OF THE LAST DAY OF THE THIRD MONTH AFTER THE
MONTH IN WHICH SHE DIES.
(B)
DISABILITY.
IF SMITH SHALL BECOME DISABLED
(AS DETERMINED BY FNB'S INSURANCE CARRIER OR A PHYSICIAN OF ITS CHOICE) DURING
THE TERM, THEN FROM AND AFTER THE DATE UPON WHICH IT IS DETERMINED THAT SMITH
BECAME DISABLED AND UNTIL SUCH TIME AS SMITH RETURNS TO THE FULL TIME EMPLOYMENT
AT FNB, SHE SHALL NOT RECEIVE HER COMPENSATION AND BENEFITS, BUT SHALL ONLY BE
4
ENTITLED TO RECEIVE DISABILITY BENEFITS AS ARE PROVIDED UNDER THE DISABILITY
INSURANCE AND/OR SALARY CONTINUATION POLICY COVERING SMITH WHICH IS MAINTAINED
IN FORCE BY FNB AT THE TIME SUCH DISABILITY OCCURS.
FNB SHALL MAINTAIN A
DISABILITY INSURANCE POLICY OR SALARY CONTINUATION POLICY COVERING SMITH DURING
THE ENTIRE TERM, AND FNB SHALL NOT CAUSE OR SUFFER ANY TERMINATION, LAPSE,
SUSPENSION OR MODIFICATION OF ANY OF SUCH POLICIES OR ANY REDUCTIONS IN THE
AMOUNTS OF COVERAGE PROVIDED THEREUNDER WITHOUT FIRST GIVING SMITH AT LEAST
THIRTY (30) DAYS PRIOR WRITTEN NOTICE THEREOF.
(C)
FOR CAUSE.
THE BOARD OF DIRECTORS OF THE
CORPORATION OR THE BANK MAY TERMINATE THIS AGREEMENT AT ANY TIME IF SMITH IS
CONVICTED OF A CRIME WHICH IS A FELONY OR MISDEMEANOR AND THAT INVOLVES FRAUD,
DISHONESTY OR MORAL TURPITUDE, OR IF SHE BREACHES ANY MATERIAL PROVISION OF THIS
AGREEMENT OR SUBSTANTIALLY FAILS TO PROVIDE THE SERVICES WHICH ARE REQUIRED OF
HER UNDER THE TERMS OF THIS AGREEMENT.
HOWEVER, PRIOR TO TERMINATING THIS
AGREEMENT BY REASON OF SMITH'S FAILURE TO PROVIDE SERVICES HEREUNDER OR HER
BREACH OF ANY PROVISION OF THIS AGREEMENT, THE BOARD OF DIRECTORS OF THE
CORPORATION OR THE