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.

Payment of Healthcare Premiums. [[Company:Organization]] further agrees to continue to pay the premiums required to continue group health insurance coverage for Employee through April 30, 2018, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that Employee elects to continue and remains eligible for these benefits under COBRA, and does not obtain medical coverage through another employer or otherwise during this period.

For purposes of this [Subsection 2(d)(iv)], “Health Insurance Continuation” means that, if, and to the extent, you or any of your eligible dependents, following the Date of Termination, elect to continue coverage under the Corporation’s group medical and dental insurance plans, in accordance with the requirements of COBRA or similar foreign or state laws, the Consolidated ManpowerGroup will pay the total cost of such COBRA coverage for the first eighteen months for which you and/or your eligible dependents are eligible for such coverage; provided, however, that if you, your spouse or any other eligible dependent commences new employment during such eighteen-month period and becomes eligible for health insurance benefits from such new employer, the Corporation’s obligation to provide such Corporation-subsidized COBRA coverage to you or such eligible dependent shall terminate as of the date you or such dependent becomes eligible to receive such health insurance benefits from such new employer. Immediately following this period of Corporation-subsidized COBRA coverage, you and/or your eligible dependents, as applicable, will be solely responsible for payment of the entire cost of COBRA coverage if such coverage remains available and you and/or your eligible dependents choose to continue such coverage. Within five calendar days of you or any of your eligible dependents becoming eligible to receive health insurance benefits from a new employer, you agree to inform the Corporation of such fact in writing. If the Consolidated ManpowerGroup determines that the Corporation-subsidized COBRA payments provided by this [Subsection 2(d)(iv)] are taxable, the payments will be grossed-up so that the net amount received by you, after subtraction of all taxes applicable to the payments plus the gross-up amount, will equal the cost of such COBRA coverage.