and/or to such other persons and addresses as any party shall have specified in writing to the other from time-to-time. Either party may change its address for receiving notices by providing notice of the new address to the other Party.

Representations of Employee. Employee represents that Employee is able to accept his employment with the Company and carry out the work that it would involve without: # interfering with or hindering Employee’s ability to undertake the obligations and expectations of employment with the Company; or # breaching any legal restrictions on his activities, such as non-competition, non-solicitation, or other work-related restrictions imposed by a current or former employer or any other Person. Employee also represents that Employee will inform the Company about any such restrictions and provide the Company with as much information about them as possible, including any agreements between Employee and such Person describing such restrictions on his activities. Employee further confirms that Employee will not remove or take any documents or proprietary data or materials of any kind, electronic or otherwise, from any Person and provide them to the Company without written authorization from such Person, nor will Employee use or disclose any such confidential information during the course and scope of his employment with the Company.

Representations of Employee. Employee represents and warrants to the Company that he is not subject to any restriction or non-competition covenant in favor of a former employer or any other person or entity, and that the execution of this Agreement by Employee and her provision of services to the Company and the performance of her obligations hereunder will not violate or be a breach of any agreement with a former employer or any other person or entity. Further, Employee agrees to indemnify the Company for any claim, including but not limited to attorneys’ fees and expenses of investigation, by any such third party that such third party may now have or may hereafter have against the Company based upon any noncompetition agreement, invention or secrecy agreement between Employee and such third party.

Employee Benefit Plans. During the Employment Period, Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, welfare benefit plan or similar employee benefit plans or arrangements (including stock option plans, short- or long-term disability plans, life insurance programs, and health insurance) made available from time to time to employees of Penns Woods and its affiliated companies in accordance with the provisions of such plans. The base salary and any bonus payable to

Prior to July 1, 2002, a person may not enhance the amounts credited under this Plan by making discretionary employee contributions to the person's Savings Plan account.

Employee Benefit Plans. Other than as set forth on [Schedule 3.21]: # there are no “employee pension benefit plans” (within the meaning of [Section 3(2)(A)] of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (collectively, the “Pension Plans”) maintained by the Company; and # the Company does not have any policies or plans, whether written or not, that provide for vacation benefits, severance benefits, leave rights or other benefits to its employees. There are no outstanding liabilities of the Company to the Pension Plans, and the Company knows of no potential liabilities in connection therewith. There are no actions, suits or claims, other than for benefits in the normal course, pending or to the knowledge of the Company threatened, and the Company has no knowledge of any facts which could give rise to any actions, suits or claims, against any of the Pension Plans, or against the Company which might subject the Company to any material liability.

Employee Benefit Plans. Holdings, the Borrower and each other Restricted Subsidiary is in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations with respect to each Employee Benefit Plan, and has performed all its obligations under each Employee Benefit Plan, except where such failure to comply or perform, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No liability to the PBGC (other than required premium payments) with respect to any Pension Plan has been or is expected to be incurred by Holdings, the Borrower, any other Restricted Subsidiary or any of their respective ERISA Affiliates, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur that, alone or together with any other ERISA Events that have occurred or are reasonably expected to occur, could reasonably be expected to have a Material Adverse Effect. The present value of the aggregate benefit liabilities under each Pension Plan (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the aggregate current value of the assets of such Pension Plan by an amount that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Holdings, the Borrower, the other Restricted Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of [Section 4203] of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, could not reasonably be expected to have a Material Adverse Effect. Holdings, the Borrower, each other Restricted Subsidiary and each of their respective ERISA Affiliates has complied with the requirements of [Section 515] of ERISA with respect to each Multiemployer Plan and is not in material “default” (as defined in [Section 4219(c)(5)] of ERISA) with respect to payments to a Multiemployer Plan, except where such failure to comply or such default, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Representations by Employee.Employee hereby acknowledges and agrees as follows:

Employee Non-Solicitation. During the Restricted Time, you will not in any way, including through someone else acting on your recommendation, suggestion, identification or advice, # solicit, employ or retain any person who is employed by the Company or an Affiliate, or # otherwise induce or attempt to induce # any such person to terminate his or her employment with the Company or an Affiliate or to accept any position with any other entity, or # any prospective employee not to establish an employment relationship with the Company or an Affiliate. A “prospective employee” is a person who was in communications or negotiations to become an employee of the Company or an Affiliate during the Relevant Period.

No Employee Solicitation. During Employee’s employment, and for a period of 12 months thereafter following the termination of Employee’s employment (for any reason), Employee will not, without the written consent of Campbell’s General Counsel, directly or indirectly, solicit, hire, interfere with, attempt to entice away from Campbell Companies, or recommend for employment outside Campbell Companies, any individual who is employed by Campbell Companies at the time of such solicitation, hiring, interference, or enticement or who voluntarily terminated his/her employment by Campbell Companies within six months of such solicitation, hiring, interference, or enticement.