Benefits. If a Change in Control (as defined below) shall occur and concurrently therewith or during a period of twenty-four (24) months thereafter Executive’s employment hereunder is terminated by the Employer without Cause (other than for the reasons set forth in Section 3(d)) or by Executive with Good Reason (as defined below), Executive shall be entitled to receive a lump-sum cash payment, no later than thirty (30) days following the date of such termination, in an amount equal to two (2.0) times the sum of # Executive’s annual base salary then in effect (or immediately prior to any reduction resulting in a termination for Good Reason) and # the average of the last three (3) annual bonuses paid by the Employer to Executive.

Benefits. If a Change in Control (as defined below) shall occur and concurrently therewith or during a period of twenty-four (24) months thereafter Executive’s employment hereunder is terminated by Penns Woods without Cause (other than for the reasons set forth in [Section 3(d)]) or by Executive with Good Reason (as defined below), Executive shall be entitled to receive a lump-sum cash payment, no later than thirty (30) days following the date of such termination, in an amount equal to two (2.0) times the sum of # Executive’s annual base salary then in effect (or immediately prior to any reduction resulting in a termination for Good Reason) and # the average of the last three (3) annual bonuses paid to Executive.

Change in Control Benefits. During the Term, if upon or within 18 months after a Change in Control, the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d) or the Executive terminates his employment for Good Reason as provided in Section 4(e), then, subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocable and subject also to the parties’ obligations set forth in Section 6(d) below, all within 60 days after the Date of Termination, # the Company shall pay the Executive a lump sum in cash in an amount equal to 300% of the sum of # the Executive’s current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus # the Executive’s Annual Incentive Cash Compensation; and # all equity awards held by the Executive shall immediately accelerate and become fully vested, exercisable (if applicable) and nonforfeitable; and # for a period of 18 months following the Date of Termination or until the Executive becomes covered under a group health plan of another employer, whichever is earlier, subject to the Executive’s continued copayment of premium amounts in amounts consistent with that applicable to active employees, the Executive, the Executive’s spouse and dependents shall continue to participate in the Company’s health insurance plan (medical, dental and vision) upon the same terms and conditions in effect for other executives of the Company; provided, however, that the continuation of health benefits under this Subsection shall reduce and count against the rights of the Executive, the Executive’s spouse and dependents under COBRA; and # the amount payable under this Section 6(b)(i) shall be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.

“Except as may otherwise be required in accordance with [Section 8] hereof, in the event that a Change of Control of the Company shall occur during the time Executive is employed by the Company, there shall be payable to Executive upon the termination of Executive's employment without Cause or Executive's Resignation for Good Reason (as hereinafter defined) within 18 months following such Change of Control a lump sum (net of any required tax or other withholding) equal to two years of Executive's annual base, bonus and commission compensation paid by the Company for the previous two calendar years (or such lesser period as Executive shall have been employed by the Company) immediately preceding the Change of Control as reflected in Executive's Forms W-2 in respect of such years. Payment made in accordance with this [Section 3(a)] shall represent full satisfaction of all of the obligations of the Company under this Executive Agreement and concurrent with receipt of such payment Executive shall execute a document satisfactory to the Company to that effect.”

Change of Control. In the event the Term of Employment is terminated by the Company without justifiable cause (as defined herein) or Executive resigns with Good Reason (as defined herein) within one (1) year following a Change of Control of the Company has occurred, then, in such event, the Company shall pay Executive an amount equal to twelve (12) months of Base Salary in effect at the time of the termination. For the purposes of the foregoing, Change of Control shall have the meaning set forth in the Company’s 2016 Incentive Compensation Plan (without regard to any subsequent amendments thereto). For purposes of the foregoing, “Good Reason” means the occurrence of any of the following: # a material diminution in the Executive’s base compensation; # a material diminution in the Executive’s authority, duties, or responsibilities; # a material change in the geographic location at which the Employee must perform the services under this Agreement; or # any other action or inaction that constitutes a material breach by the Company of this Agreement. For purposes of this provision, Good Reason shall not be deemed to exist unless the Employee’s termination of employment for Good Reason occurs within 2 years following the initial existence of one of the conditions specified in [clauses (i) through (iv) above], the Employee provides the Company with written notice of the existence of such condition within 90 days after the initial existence of the condition, and the Company fails to remedy the condition within 30 days after its receipt of such notice. The Company shall pay the amount required under this paragraph 7(i) in a single payment thirty (30) days after termination of the Term of Employment, subject to and conditioned upon the Executive’s execution of the General Release required pursuant to paragraph 7(k) hereof and such release becoming irrevocable. Any payments made pursuant to this paragraph 7(i) will be in lieu of payments to which Executive might have been entitled under paragraph 7(e) of this Agreement or under any other severance plan of the Company. The payments under this Agreement shall be reduced if and to the extent necessary to avoid any payments or benefits to Executive being treated as “excess parachute payments” within the meaning of Internal Revenue Code Section 280G(b)(i).

By Company Due to Change in Control. In the event a Change in Control (as hereafter defined) occurs and during the period beginning six (6) months before the Change in Control and ending twenty-four (24) months after the Change in Control: # this Agreement is terminated by the Company or its successor without Good Cause, or # this Agreement is terminated by the Executive with Good Reason, the Executive shall be entitled to receive, and the Company or its successor shall be obligated to pay, the monies and benefits described in this Section 4.6, and Sections 4.3 or 4.4 shall not be applicable to such Change in Control or termination.

Termination of Employment without Cause or for Good Reason in Connection with a Change in Control. In the event that Executive’s employment hereunder is terminated by Executive for Good Reason or by the Company without Cause at any time during the period beginning three (3) months before and ending on the 12-month anniversary of a Change in Control, Executive shall be entitled to receive the Accrued Amounts and, subject to Executive’s execution and delivery of the Release and such Release becoming effective, Executive shall be entitled to receive the following:

Compensation. The Company shall pay to the Executive a lump sum (subject to the succeeding sentence hereof) equal to two (2) times the sum of # the Executive’s per annum rate of base salary in effect with respect to the Executive immediately prior to the Termination of Employment (disregarding any reduction in base salary described in [clause (B) of Section 1] h.(ii) hereof) plus # the average annual cash bonus paid or payable to Executive for the three full fiscal years prior to the Change of Control (or for such lesser number of full fiscal years if Executive was not employed for all three full years). The lump sum shall be paid to the Executive not later than five (5) days after the Termination of Employment (or at such later date provided for in Section 2.g. hereof); provided, however, that if # the Change of Control does not constitute a “change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation” (within the meaning of [Section 409A(a)(2)(A)(v)] of the Code and applicable guidance issued thereunder), or # the Executive’s termination of employment occurs under circumstances described in the second sentence of Section 1.d. hereof, then the payments under this Section 2.c. shall be made in twenty-four (24) substantially equal monthly installments, except as provided in Section 2.g.

Termination by Executive for Good Reason after a Change in Control. If a Change of Control (as defined below) occurs and Executive is terminated pursuant to [Section 6(b)(3)] or terminates this Agreement during the Employment Period pursuant to [Section 6(c)(1)] within 90 days after such occurrence, then [[Organization A:Organization]] will pay Executive severance in the amount of one-and-one-half (1-½) years of Base Salary, in a lump sum within 30 days after the Termination Date subject to all applicable withholding.”

Termination. If a Change in Control of the Company shall have occurred while the Executive is still an employee of the Company, the Executive shall be entitled to the compensation provided in Section 4 upon the subsequent termination of the Executive’s employment with the Company by the Executive or by the Company within the two (2) year period immediately following a Change in Control of the Company unless such termination is as a result of the Executive’s # death; # Disability; # Mandatory Retirement; # termination by the Company for Cause; or # termination by the Executive other than for Good Reason.