Annual Base Salary. The Executive shall be paid an annual base salary ("Annual Base Salary"), in equal biweekly installments or otherwise in accordance with the Company’s then-current payroll practice, at least equal to the annual rate of base salary being paid to the Executive by the Company and its Affiliated Companies as of the Effective Date. The Annual Base Salary shall be reviewed at least annually and shall be increased substantially consistent with increases in base salary generally awarded to other peer executives of the Company and its Affiliated Companies. Such increases shall in no event be less than the increases in the U.S. Department of Labor Consumer Price Index - U.S. City Average Index. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term "Annual Base Salary" as utilized in this Agreement shall refer to Annual Base Salary as so increased.

Base Salary Compensation. You will receive, as a guaranteed base salary for your full-time employment, annual compensation of Two Hundred Fifty Thousand Dollars ($250,000) for the Term. Your annual base compensation will be reviewed annually by the Compensation Committee, but in no event shall it be less than $250,000. Your base compensation will be paid in accordance with the Company’s standard payroll practices as in effect from time to time, but in no event less frequently than monthly.

Base Salary Deferrals. A Participant’s election to defer Base Salary is subject to the following requirements:

The Company agrees to pay the Executive a Base Salary of TWO HUNDRED THIRTY FIVE THOUSAND AND 00/100 DOLLARS ($235,000.00) per annum during the Term, subject to increase in the discretion of the Board. Payment of the Base Salary will be made in accordance with the Company’s regular payroll practices, as they exist from time to time, less any deductions or withholdings required by law. Executive shall be eligible for an Incentive Compensation Plan based on Company Performance as approved by the Board of Directors.

Base Salary and Benefits. During the Employment Period, your base salary shall be $325,000 per annum (“Base Salary”), which shall be payable in regular installments in accordance with the Company’s general payroll practices. Annual compensation review and increases, if any, will be subject to approval by the Board. During the Employment Period, any cash retainer payable to outside directors of the Company shall be suspended. During the Employment Period, you will be entitled to paid vacation in accordance with Company policy and you will be eligible to participate in such health care, insurance, retirement, and other employee benefit plans as are generally made available by the Company to its employees, subject to the terms of said plan or plans. The terms of such plans are subject to change or termination at any time, with or without notice, at the discretion of the Company.

Base Salary and Bonus. Your base salary will be at the rate of $9,166.67 per pay period (which, if annualized, equals $220,000), less all applicable taxes and withholdings, to be paid in installments in accordance with the Company’s regular payroll practices. Your base salary may be adjusted in the sole discretion of the Company from time to time in accordance with normal business practices. Following the end of any calendar year in which you are employed by the Company, and subject to the approval of the Company’s Board of Directors (the “Board”), you may from time to time be eligible for a discretionary annual retention and performance bonus award, to be paid in that subsequent year in accordance with the Company’s customary practices, of up to 30% of your then current annualized base salary. Any such bonus award would be based on both you and the Company achieving certain performance objectives for that calendar year, both as determined by the Company in its sole discretion. You must be an active employee of the Company on the date the bonus is distributed in order to be eligible for and to earn any bonus award, as it also serves as an incentive to remain employed by the Company. You will be eligible for this annual bonus award beginning with 2015 calendar year performance.

Determination of Base Salary. For purposes of this Agreement, in the event there is a reduction in the Employee’s base salary that would constitute a basis for a termination for Good Reason, the base salary used for purposes of calculating the severance payable pursuant to this Section 3 shall be the amount in effect immediately prior to such reduction.

Continuation. Except as expressly amended and modified pursuant to the terms of this First Amendment, the Agreement continues in full force and effect. In the event of any conflict between the terms of this First Amendment and the terms of the Agreement, the terms of this First Amendment shall govern. All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

Salary. During the Employment Period, Executive shall be paid a base salary at the rate of ​ per year, payable bi-weekly at such times as salaries are paid to other executive officers of Penns Woods. The Board of Directors of Penns Woods, or applicable Boad Committee, shall review Executive’s base salary annually and may, from time to time, in its discretion increase Executive’s base salary. Any and all such increases in base salary shall be deemed to constitute amendments to this subsection to reflect the increased amounts, effective as of the dates established for such increases by appropriate corporate action.

Salary. The Company will pay you a salary at the rate of $325,000 per year, payable in accordance with the Company’s standard payroll schedule, prorated in accordance with time spent working and subject to applicable deductions and withholdings. This salary will be subject to periodic review and adjustments at the Company’s discretion.