RESPONSIBILITY FOR OVERSIGHT OF THE
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MANAGEMENT, PROFITABILITY AND PERFORMANCE OF THE AHB DIVISION WHICH INCLUDES,
WITHOUT LIMITATION, OVERSIGHT AND RESPONSIBILITY FOR ENSURING THE SAFETY AND
SOUNDNESS OF FNB TO THE EXTENT IMPACTED BY THE AHB DIVISION.
DEITCH 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
DEITCH WITH AN OFFICE, SECRETARIAL ASSISTANCE AND SUCH OTHER FACILITIES AND
SUPPORT SERVICES AS SHALL BE SUITABLE TO DEITCH'S POSITION AND RESPONSIBILITIES
AS SET FORTH ABOVE AND AS MAY BE NECESSARY TO ENABLE DEITCH TO PERFORM SUCH
DUTIES EFFECTIVELY AND EFFICIENTLY.
(C)
LOCATION OF OFFICE.
IN CONNECTION WITH
DEITCH'S EMPLOYMENT BY THE CORPORATION AND THE BANK, DEITCH SHALL MAINTAIN HIS
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 DEITCH DIES DURING HIS
EMPLOYMENT HEREUNDER, HIS COMPENSATION AND BENEFITS HEREUNDER SHALL TERMINATE,
AND HIS BONUS (IF ANY) SHALL BE PRORATED AS OF THE LAST DAY OF THE THIRD MONTH
AFTER THE MONTH IN WHICH HE DIES.
(B)
DISABILITY.
IF DEITCH 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 DEITCH
BECAME DISABLED AND UNTIL SUCH TIME AS DEITCH RETURNS TO THE
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FULL TIME EMPLOYMENT AT FNB, HE SHALL NOT RECEIVE HIS COMPENSATION AND BENEFITS,
BUT SHALL ONLY BE ENTITLED TO RECEIVE DISABILITY BENEFITS AS ARE PROVIDED UNDER
THE DISABILITY INSURANCE AND/OR SALARY CONTINUATION POLICY COVERING DEITCH 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
DEITCH 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
DEITCH 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 DEITCH IS
CONVICTED OF A CRIME WHICH IS A FELONY OR MISDEMEANOR AND THAT INVOLVES FRAUD,
DISHONESTY OR MORAL TURPITUDE, OR IF HE BREACHES ANY MATERIAL PROVISION OF THIS
AGREEMENT OR SUBSTANTIALLY FAILS TO PROVIDE THE SERVICES WHICH ARE REQUIRED OF
HIM UNDER THE TERMS OF THIS AGREEMENT.
HOWEVER, PRIOR TO TERMINATING THIS
AGREEMENT BY REASON OF DEITCH'S FAILURE TO PROVIDE SERVICES HEREUNDER