Nonsolicitation of Customers and Employees. Executive hereby agrees that he shall not during any period that he is subject to the provisions of [Section 7], directly or indirectly, # solicit any customer of Penns Woods or any of its majority-owned subsidiaries located in the Non-Competition Area for any banking or financial services business, or # solicit or hire any persons who are currently or were within six (6) months prior to Executive’s termination date employees of Penns Woods or any of its majority-owned subsidiaries. Executive also agrees that he shall not, for the period described in the preceding sentence, encourage or induce any of such customers or employees of Penns Woods or any of its majority-owned subsidiaries to terminate their business relationship with any of such entities.

Nonsolicitation of Customers. In order to prevent the improper use of Confidential Information, Company Intellectual Property and Trade Secrets and the resulting unfair competition and misappropriation of Goodwill and other proprietary interests, Employee agrees that while Employee is employed by Company and for a period of twelve (12) months following the termination of Employee’s employment for any reason whatsoever, whether such termination is voluntary or involuntary, and regardless of Cause, Employee will not, directly or indirectly, on Employee’s own behalf or by aiding any other individual or entity, call on, solicit the business of, sell to, service, or accept business from, any of Company’s customers (with whom Employee had personal contact and did business with during the twelve (12) month period immediately prior to the termination of Employee’s employment) for the purpose of providing said customers with products and/or services of the type or character typically provided to such customers by Company.

Nonsolicitation of Employees. Executive agrees that for a period of two (2) years following the Termination Date, Executive shall not directly or indirectly solicit or attempt to induce any employee of Company, any successor corporation, or a subsidiary of Company to work for Executive or any competing company or competing business organization.

Nonsolicitation of Employees. During Employee’s employment with the Company and for a period of one year following the termination of her employment for any reason, whether voluntary or involuntary, Employee agrees that she will not, directly or indirectly, on behalf of herself or another individual or entity, solicit or hire for employment or any other arrangement for compensation to perform services, any employee of the Company. For purposes of this [Section 5.2], an “employee” means any individual who is then employed by the Company or has been employed by the Company at any time within the six-month period prior to Employee’s separation from employment.

NONSOLICITATION OF EMPLOYEES COVENANT. Employee agrees that during his/her employment with ​ and during the Restriction Period, Employee will not: # solicit any of ​’s executives, employees, agents or independent contractors to terminate any business relationship with ​; # on behalf of any other individual or entity, encourage or hire (or assist anyone else to hire) any of ​’s executives, agents, employees or independent contractors or any person who was a ​ executive, agent, employee or independent contractor at any time in the 90 days prior to such actions (“Former ​ Associates”); and/or # provide to any other individual or entity the identity of any of ​’s executives, agents, employees or independent contractors that Employee considers important, valuable, and/or critical to ​’s business or of any Former ​ Associate that was important, valuable and/or critical to the ​’s business.

Nonsolicitation. Executive hereby agrees for the duration of Executive’s employment with ​ and for the duration of the Restrictive Period, Executive shall not, either individually or by or through any agent, representative, entity, employee or otherwise:

Section # “Competitive Activity” shall mean a Participant’s material breach of restrictive covenants relating to noncompetition, nonsolicitation (of customers or employees) or preservation of confidential information or other covenants having the same or similar scope, included in an Award Agreement or other agreement to which the Participant and the Company or any of its Affiliates is a party.

Non-Solicitation of Customers and Employees. During the Restricted Period, the Employee agrees that he or she will not, directly or indirectly, for his own account or on behalf of any other person or entity, # solicit, call upon or accept business from, any customer of the Company with whom Employee (or any person supervised or directed by Employee) has had direct personal contact, or about whom Employee has learned Confidential Information or other business information in the course of Employee’s employment with the Company (a “Restricted Customer”); or # interfere with the business relationship between the Restricted Customer and the Company; or # solicit, induce, persuade or hire, or attempt to solicit, induce, persuade or hire, or assist any third party in the solicitation, inducement, persuasion or hiring of, any employee of the Company who worked for the Company during Employee’s tenure with the Company, to leave the employ of the Company.

Executive acknowledges and recognizes the highly competitive nature of the Company’s business and that access to the Company’s confidential records and proprietary information and exposure to customers, vendors, distributors and suppliers of the Company renders Executive special and unique within the Company’s industry. In consideration of Executive’s continued employment, any payment(s) by the Company to Executive of amounts that may hereafter be paid to Executive pursuant to this Agreement (including, without limitation, pursuant to [Sections 3 and 4]4] hereof) and other obligations undertaken by the Company hereunder, Executive agrees that during Executive’s employment with the Company and for twelve (12) months following termination of Executive’s employment (the “Covered Time”), Executive shall not, directly or indirectly (whether through affiliates, relatives, or otherwise), engage (as owner, investor, partner, stockholder, employer, employee, consultant, advisor, director or otherwise) in any Competing Business in any Restricted Area (each as defined below), provided that the provisions of this [Section 5(b)] will not be deemed breached solely because Executive passively owns, without Executive’s active involvement, less than five percent (5%) of the outstanding common stock of a publicly-traded company.

Since the date of its incorporation, none of the Material Customers (as hereinafter defined) of ​ has notified any of ​ or the ​ of their intent to terminate their business with ​ business because of any dissatisfaction on the part of any such person or entity. The Transactions have not caused any of the Material Customers of ​ to terminate or provide notice of their intent or threaten to terminate their business with ​ or to notify ​ or the ​ of their intent not to continue to do such business with ​ after the Closing. As used herein, “Material Customers” means those customers from whom ​ derives annual revenues in excess of US ​.