Paid Time Off. During the Employment Period, Executive shall be entitled to such paid time off as may be determined in accordance with the personnel policies of Penns Woods from time to time in effect. Executive shall not be entitled to receive any additional compensation for failure to take all of his entitled paid time off, nor shall Executive be able to accumulate unused paid time off from one year to the next, unless otherwise provided by the personnel policies of Penns Woods from time to time in effect.

Paid Time Off. Employee will receive 25 days of paid time off (“PTO”) (including vacation, sick, personal time off and company holidays) per calendar year, which shall be taken in accordance with Company policies as in effect from time to time, which may be modified in the sole discretion of the Company, and applicable law. The Company will additionally provide Employee with any paid or unpaid leave and any other benefits to which Employee is entitled and eligible to receive under applicable federal, state, and or local law.

Paid Time Off. During the Employment Period, the Executive shall be entitled to paid time off in accordance with the most favorable plans, policies, programs and practices of the Company and its affiliated companies as in effect for the Executive at any time during the 120‑day period immediately preceding the Change of Control Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

Paid Time Off. During the Term, in addition to holidays observed by the Company, Executive shall be entitled to take such paid time off (“PTO”) in his discretion, so long as it does not interfere with his effective performance of his duties and responsibilities hereunder.

Accrued Paid Time Off. On or before the next regular payroll date following the Separation Date, Employee shall receive payment for five weeks of paid time off (PTO), less any PTO actually taken between January 1, 2023 and the Separation Date.

Vacation, Paid Time Off. 160 hours of paid vacation per calendar year (prorated for partial calendar year) to be used in accordance with the Bank’s vacation policies, as in effect from time to time, and as may be modified. Executive will receive other paid time off in accordance with the Bank’s policies for senior management as such policies may exist from time to time, and as may be modified.

Spin-Off. If at any time the balance of the HoldCo Note equals or exceeds ​, then the Buyer shall, as promptly as practicable, distribute fifteen percent (15%) of the outstanding capital stock of HoldCo (the "Distributable Shares") to the shareholders of Buyer in proportion to their per-common-share as-converted interest in the equity of Buyer. Buyer may also, at any other time, distribute the Distributable Shares to the shareholders of Buyer in such proportion. Any such distribution shall be made in compliance with the conditions for exemption from registration set forth in Staff Legal Bulletin 4, when such conditions are available, and otherwise pursuant to such registration statement as is required. Notwithstanding the forgoing, in the event that Buyer fails to make a disbursement under the HoldCo Note in accordance with [Schedule A] thereto and Holdco elects to a spin-off as outlined in this [Section 5.8], the Distributable Shares instead of being fifteen percent (15%) of the outstanding capital stock of HoldCo shall be measured on and as of the effective date of the distribution registration statement as follows:

Set-Off. In addition to the rights and security interest elsewhere herein set forth, the Bank may, at its option at any time(s) after the occurrence of an Event of Default, and with or without notice to any Grantor, appropriate and apply to the payment or reduction, either in whole or in part, of the amount owing on any one or more of the Secured Obligations, whether or not then due, any and all moneys now or hereafter on deposit in any Deposit Account or otherwise to the credit of or belonging to a Grantor in any Deposit Account, it being understood and agreed that the Bank shall not be obligated to assert or enforce any rights or security interest hereunder or to take any action in reference thereto, and that the Bank may in its discretion at any time(s) relinquish its rights as to particular Collateral hereunder without thereby affecting or invalidating the Bank’s rights hereunder as to all or any other Collateral hereinbefore referred to.

Rounding-Off. The Administrative Agent may set up appropriate rounding off mechanisms or otherwise round-off amounts hereunder to the nearest higher or lower amount in whole Dollar or cent to ensure amounts owing by any party hereunder or that otherwise need to be calculated or converted hereunder are expressed in whole Dollars or in whole cents, as may be necessary or appropriate.

Spin-off. ENZB agrees to spin-off its Subsidiary, ​ Each shareholder of ENZB will receive their pro-rata ownership in the Subsidiary. Following the spin-off, ENZB, will no longer own nor control its Subsidiary.

Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender or its respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, # all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of [Section 2.11] and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the ​, and # the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and its respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Time. Time is of the essence regarding this Lease and all of its provisions.

Time. Buyer and Seller understand that “Time is of the Essence” for this Agreement.

Time. Time shall be of the essence of this Agreement. As used herein, the term “business day” shall mean any day when the Commission’s office in Washington, D.C. is open for business.

Subject to applicable state wage laws, any accrued but unused paid time off at the time of termination shall be paid as a lump sum payment following a Participant’s Termination Date.

Section # Accrued Time Off. ​ shall recognize and assume all liability for all vacation, holiday, sick leave, flex days, personal days and paid-time off with respect to ​ Employees, and ​ shall credit each ​ Employee with such accrual.