Good Reason Defined. Executive shall be considered to have terminated employment hereunder for “Good Reason” if such termination of employment occurs on or within twenty-four (24) months after a Change in Control and is on account of any of the following actions by Penns Woods without Executive’s express written consent:

Good Reason Defined. Executive shall be considered to have terminated employment hereunder for “Good Reason”“Good Reason” if such termination of employment occurs on or within twenty-four (24) months after a Change in Control and is on account of any of the following actions by Penns Woodsthe Employer without Executive’Executive’s express written consent:

Notwithstanding the foregoing, a termination by Executive shall not be consideredfor Good Reason, unless Executive shall have given Penns Woods at least ten (10) business days written notice (a “Notice of Termination”) specifying the grounds upon which Executive intends to have terminatedterminate his employment hereunder for “Good Reason” ifGood Reason and such termination of employment occurs on or within twenty-four (24) months after a Change in Control andnotice is on account of any of the following actionsreceived by Penns Woods without Executive’s express written consent:within ninety (90) days of the date the event of Good Reason occurred. In addition, any action or inaction by Penns Woods which is remedied within thirty (30) days following a Notice of Termination shall not constitute Good Reason for termination hereunder and shall render such Notice of Termination null and void.