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.

Benefits. In the event that Executive’s employment is involuntarily terminated (other than by reason of [Section 3(d)]) without Cause and no Change in Control shall have occurred at the date of such termination, Executive shall be entitled to receive the following benefits:

Benefits. You will be eligible to participate in benefits programs that are adopted by the Company to the same extent as, and subject to the same terms, conditions and limitations applicable to, other employees of the Company of similar rank and tenure, which include health, life, disability and dental insurance and a 401k plan (the “Benefits Programs”). Details of the Benefits Programs, including mandatory employee contributions, will be made available to you shortly after your receipt of this Offer Letter. You will also be eligible for up to 20 days of paid vacation per year which shall accrue on a prorated basis, in accordance with the Company’s vacation policy as in effect from time to time. Upon your execution of this Offer Letter, you will be eligible for a one-time signing bonus of $20,000. Additionally, the Company will reimburse you for # reasonable and documented expenses you incur in connection with relocating to the Boston area, up to a maximum of $20,000, and # four months of housing costs, up to a maximum of $12,000.

Benefits. In addition, you will be eligible to participate in ‘health insurance, bonus and other employee benefit plane established by the Company for its employees from time to time. A brief summary of the benefits currently offered is attached to this letter.

Benefits. You shall participate in all [[Organization A:Organization]] vacation, medical, dental, life insurance, long-term disability insurance, retirement, long-term incentive and other benefit plans and programs applicable generally to other senior executives of [[Organization A:Organization]] and its subsidiaries as [[Organization A:Organization]] may have or establish from time to time and in which you would be entitled to participate under the terms of the plans. This provision shall not be construed to either require [[Organization A:Organization]] to establish any welfare, compensation or long-term incentive plans, or to prevent the modification or termination of any plan once established, and no action or inaction with respect to any plan shall affect this Agreement.

Benefits. In addition, you will be eligible to participate in regular health insurance, including medical, dental and vision as well as other employee benefit plans established by the Company for its employees from time to time. You will be entitled to 120

Benefits. During the Advisory Services Period, you will remain eligible to participate in the Corporation’s group health, dental, vision, accidental death and dismemberment and life insurance plans, but (except as otherwise provided in [Section 2.6 or 2.7]7] below) will not be eligible to participate in any other employee benefit plans, programs or arrangements of the Corporation, including without limitation the Corporation’s 401(k) savings, short- or long-term disability, cash or equity incentive or vacation plans. Without limiting the generality of the foregoing, during the Advisory Services Period, you will not be eligible to accrue vacation, paid time off or sick leave and, except as otherwise provided in [Section 2.7] below, will not be eligible for new grants of equity awards or incentive bonuses.

Benefits. During the Term of this Agreement, the Employee will receive such employee benefits, including health care insurance, vacation days and participation in the Company’s [[Unknown Identifier]] Plan (without Company matching contributions), as are generally available from time to time to senior employees of the Company; provided that if the Employee chooses not to participate in the Company’s health care insurance, the Company will reimburse the Employee for up to $23,000 in health care insurance expenses per year.

“Reinsured Liabilities” shall mean the applicable Quota Share of: # all liabilities of the ​ for contractual benefits arising under the express terms of the Reinsured Policies, including without limitation all claims, benefits, unearned premiums, periodic payments, claim expenses including litigation expenses, interest on claims or unearned premiums, amounts payable for returns or refunds of premium amounts, withdrawals, surrenders, guaranteed minimum death benefits, guaranteed minimum accumulation benefits, guaranteed minimum income or withdrawal benefits, incurred but not reported claims, pending claims and benefits (including death benefits, lump sum payments, waiver of premium benefits, annuitization payments, Supplementary Contracts, deferred payments, payments in respect of market value adjustments, rights to purchase additional coverage, paid-up additions, and any

The above claims procedures are applicable to all claims relating to the Plan, including claims that are not benefits claims, such as claims regarding whether you are an Eligible Employee.