CONTROL) SHALL APPLY AS THOUGH A NOTICE OF
TERMINATION WAS AUTHORIZED AND HAD BEEN TIMELY GIVEN.
AS USED IN THIS
AGREEMENT, "PENNS WOODS", AND "JSSB" SHALL MEAN PENNS WOODS AND JSSB, AS DEFINED
PREVIOUSLY, AND ANY SUCCESSOR TO THEIR RESPECTIVE BUSINESSES AND/OR ASSETS AS
AFORESAID WHICH ASSUMES AND AGREES TO PERFORM THIS AGREEMENT BY OPERATION OF LAW
OR OTHERWISE.
(B)
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF
AND BE ENFORCEABLE BY EXECUTIVE'S PERSONAL OR LEGAL REPRESENTATIVES, EXECUTORS,
ADMINISTRATORS, HEIRS, DISTRIBUTEES, DEVISEES, AND LEGATEES.
IF EXECUTIVE
SHOULD DIE AFTER A NOTICE OF TERMINATION IS DELIVERED BY EXECUTIVE, OR FOLLOWING
TERMINATION OF EXECUTIVE'S EMPLOYMENT WITHOUT CAUSE, AND ANY AMOUNTS WOULD BE
PAYABLE TO EXECUTIVE UNDER THIS AGREEMENT IF EXECUTIVE HAD CONTINUED TO LIVE,
ALL SUCH AMOUNTS SHALL BE PAID IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT TO
EXECUTIVE'S DEVISEE, LEGATEE, OR OTHER DESIGNEE, OR, IF THERE IS NO SUCH PERSON,
TO EXECUTIVE'S ESTATE.
THE PRECEDING SENTENCE SHALL ALSO APPLY TO THE LAST
CLAUSE OF SECTION 3(C).
8
19.
NO MITIGATION OR OFFSET.
EXECUTIVE SHALL
NOT BE REQUIRED TO MITIGATE THE AMOUNT OF ANY PAYMENT OR BENEFIT PROVIDED FOR IN
THIS AGREEMENT BY SEEKING EMPLOYMENT OR OTHERWISE.
FURTHER, THERE SHALL BE NO
OFFSET AGAINST ANY AMOUNT OR BENEFIT PAYABLE OR PROVIDED HEREUNDER FOLLOWING
EXECUTIVE'S TERMINATION OF EMPLOYMENT SOLELY BY REASON OF HIS EMPLOYMENT WITH
ANOTHER EMPLOYER.
20.
VALIDITY.
THE INVALIDITY OR
UNENFORCEABILITY OF ANY PROVISION OF THIS AGREEMENT SHALL NOT AFFECT THE
VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION OF THIS AGREEMENT, WHICH SHALL
REMAIN IN FULL FORCE AND EFFECT.
21.
APPLICABLE LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF
PENNSYLVANIA, WITHOUT REGARD TO ITS CONFLICT OF LAWS PRINCIPLES.
22.
HEADINGS.
THE SECTION HEADINGS OF THIS
AGREEMENT ARE FOR CONVENIENCE ONLY AND SHALL NOT CONTROL OR AFFECT THE MEANING
OR CONSTRUCTION, OR LIMIT THE SCOPE OR INTENT, OF ANY OF THE PROVISIONS OF THIS
AGREEMENT.
23.
NUMBER.
WORDS USED HEREIN IN THE SINGULAR
FORM SHALL BE CONSTRUED AS BEING USED IN THE PLURAL FORM, AS THE CONTEXT
REQUIRES, AND VICE VERSA.
24.
REGULATORY MATTERS.
THE OBLIGATIONS OF JSSB
UNDER THIS AGREEMENT SHALL IN ALL EVENTS BE SUBJECT TO ANY REQUIRED LIMITATIONS
OR RESTRICTIONS IMPOSED BY OR PURSUANT TO THE FEDERAL DEPOSIT INSURANCE ACT OR
THE PENNSYLVANIA BANKING CODE OF 1965 AS THE SAME MAY BE AMENDED FROM TIME TO
TIME.
25.
TAX WITHHOLDING.
ALL PAYMENTS MADE AND
BENEFITS PROVIDED HEREUNDER SHALL BE SUBJECT TO SUCH FEDERAL, STATE AND LOCAL
TAX WITHHOLDING AS MAY BE REQUIRED BY LAW.
26.
COMPLIANCE WITH AMERICAN JOBS CREATION ACT
OF 2004.
TO THE EXTENT THAT ANY PROVISION OF THIS AGREEMENT CONFLICTS WITH THE
AMERICAN JOBS CREATION ACT OF 2004, THE PARTIES AGREE TO MODIFY THIS AGREEMENT,
IN GOOD FAITH AND TO THE EXTENT POSSIBLE, TO MITIGATE ANY ADVERSE TAX
CONSEQUENCES THAT MAY OTHERWISE RESULT TO EXECUTIVE OR JSSB.
IN WITNESS WHEREOF, the parties have executed this Agreement, or caused it to be
executed, as of