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 of Vendors/Employees. 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:

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. Executive hereby agrees that for the duration of Executive’s employment with ​, and for the Restrictive Period, Executive will NOT do any of the following:

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.

Effective upon the Closing, all of Sellers’ employees actively employed or engaged principally in Sellers’ Business (the “Business Employees”), except those employees who voluntarily terminate their employment or are excluded by Purchaser from continuing their employment as set forth in [Schedule 9.1(a)] (the “Excluded Employees”), shall continue their employment as employees of Purchaser as set forth in this [Section 9.1] (the “Continuing Employees”). Prior to five (5) Business Days before the Closing, Purchaser shall provide to

Employees. The Company has no employees.

Employees. Seller warrants that at Closing, Buyer shall have no obligations whatsoever, for any compensation or other amounts payable to any employee, director, consultant or independent contractor of Company, including, but not limited to bonus, salary, compensation, accrued vacation, fringe, pension or profit sharing benefits, or severance paid or payable to any employee, director, consultant or independent contractor of Company relating to service with or for the Company at any time prior to the Closing Date.