Exhibit 10.1
PENNS WOODS BANCORP, INC.
300 Market Street
Williamsport, Pennsylvania 17701
July 8, 2005
Mr. Hubert A. Valencik
1431 Allegheny Street
Jersey Shore, Pennsylvania 17740
Dear Hubert:
This letter confirms our understanding regarding your agreement to provide
certain consulting services to Jersey Shore State Bank (the "Bank") and its sole
shareholder, Penns Woods Bancorp, Inc. (the "Holding Company") (the Holding
Company and the Bank sometimes will be referred to collectively as the
"Company"), following your retirement as an executive officer and employee of
the Company, effective July 15, 2005. The following (the "Agreement") is
intended to set forth the terms and conditions upon which we have mutually
agreed.
1.
CONSULTING SERVICES; TERMINATION OF
EMPLOYMENT AGREEMENT.
A.
THE COMPANY ENGAGES YOU, AND YOU HEREBY
ACCEPT THE ENGAGEMENT, TO PERFORM CONSULTING SERVICES, AS AN INDEPENDENT
CONTRACTOR, RELATING TO THE COMPANY'S FINANCIAL SERVICES ACTIVITIES, SUBJECT TO
THE TERMS AND CONDITIONS OF THIS LETTER, FROM AUGUST 1, 2005 UNTIL JULY 31, 2006
(THE "CONSULTING TERM").
THE CONSULTING TERM WILL BE AUTOMATICALLY RENEWED ON
AUGUST 1, 2006 AND ON AUGUST 1 OF EACH YEAR THEREAFTER FOR A PERIOD OF ONE
(1) YEAR; PROVIDED, HOWEVER, THAT EITHER PARTY MAY TERMINATE THIS AGREEMENT TO
PROVIDE CONSULTING SERVICES AT ANY TIME AFTER AUGUST 1, 2006 UPON FORTY-FIVE
(45) DAYS PRIOR WRITTEN NOTICE.
DURING THE CONSULTING TERM, YOU WILL PROVIDE
SUCH SERVICES AS MAY BE REQUESTED FROM TIME TO TIME BY THE COMPANY'S PRESIDENT
AND CHIEF EXECUTIVE OFFICER PRINCIPALLY RELATING TO BUSINESS DEVELOPMENT
ACTIVITIES.
YOU AGREE TO DEVOTE SUCH TIME AND ATTENTION AS IS REASONABLY
NECESSARY TO PERFORM THE CONSULTING SERVICES, NOT TO EXCEED TWENTY (20) HOURS
PER WEEK IN ANY EVENT, AND TO RESPOND PROMPTLY BY TELEPHONE OR EMAIL
CORRESPONDENCE TO INQUIRIES DURING NORMAL BUSINESS HOURS FROM THE
APPROPRIATE OFFICERS OF THE HOLDING COMPANY OR THE BANK RELATING TO YOUR
ACTIVITIES.
YOU SHALL NOT BE REQUIRED TO PERFORM ANY CONSULTING SERVICES ON THE
COMPANY'S PREMISES UNLESS OTHERWISE AGREED BY YOU AND THE COMPANY, AND YOU SHALL
HAVE EXCLUSIVE CONTROL OVER THE MANNER OF PERFORMANCE OF THE CONSULTING
SERVICES.
THE COMPANY SHALL PROVIDE YOU AT NO COST ALL ITEMS OF PERSONAL
PROPERTY NECESSARY FOR YOU TO PERFORM THE CONSULTING SERVICES.
B.
YOU AND THE COMPANY AGREE THAT, EFFECTIVE
AT THE CLOSE OF BUSINESS ON JULY 14 , 2005, THE EMPLOYMENT AGREEMENT BETWEEN
YOU, THE HOLDING COMPANY, AND THE BANK DATED NOVEMBER 5, 1984 (AS THE SAME MAY
HAVE BEEN FURTHER AMENDED, MODIFIED, OR RESTATED, THE "EMPLOYMENT AGREEMENT")
AND ALL SUBSEQUENT UNDERSTANDINGS OR AGREEMENTS RELATING TO YOUR EMPLOYMENT, IF
ANY, INCLUDING WITHOUT LIMITATION, THE EMPLOYEE SEVERANCE BENEFIT PLAN, DATED
MAY 30, 1996 (THE "EMPLOYEE BENEFIT SEVERANCE PLAN"), SHALL BE NULL AND VOID AND
OF NO FURTHER FORCE AND EFFECT AND THAT YOU SHALL NOT BE ENTITLED TO ANY
COMPENSATION OR BENEFITS UNDER SUCH AGREEMENTS OR UNDERSTANDINGS FOR SERVICES
RENDERED, WHETHER PRIOR TO OR AFTER THE DATE HEREOF.
NOTWITHSTANDING THE
FOREGOING, SUBJECT TO REQUIRED WITHHOLDINGS, YOU WILL BE ENTITLED TO ACCRUED
SALARY PAYABLE UNDER THE EMPLOYMENT AGREEMENT THROUGH JULY