ANNUAL BONUS. During the employment period, the Employee will be eligible for an annual bonus under

Incentive Bonus. During the Term, in addition to Base Salary, for each calendar year ending during the Term, the Executive shall participate in, and shall have the opportunity to receive a cash bonus in an amount to be determined in accordance with, the Company’s existing incentive bonus plan or any successor bonus plan, program or arrangement established by the Company for the benefit of its executive officers (the “Incentive Bonus Payment”).

Severance Bonus. Employee will be paid a bonus, within seven (7) days following the effective date of termination, equal to 50% of the average of # the annual bonus he was paid for the year immediately preceding the termination and # his Target Bonus under the Company’s then-current bonus plan, if any, less standard payroll deductions and withholdings.

Target Bonus. Employee will be offered the opportunity to participate in the Company’s then-current bonus plan. Subject to and in accordance with the terms and conditions of such plan and this Section, upon achievement of all bonus-related goals and objectives set by the Board of Directors and/or the Chief Executive Officer for the Company and for Employee (the “Bonus Objectives”), Employee shall receive a cash bonus equal to or greater than $300,000 (“Target Bonus”), less standard payroll deductions and withholding as are applicable to similarly situated employees. The Company shall have the sole discretion to # change or eliminate bonus plans or programs at any time (provided, however, that after the bonus plan and Target Bonus objectives have been established by the Board and/or the Chief Executive Officer for a given year, neither the Board nor the Chief Executive Officer shall later materially change the bonus plan or Bonus Objectives for such year to Employee’s detriment without Employee’s consent), # determine whether the Bonus Objectives for a given year have been achieved, and # determine (in accordance with this Section and such Bonus Objectives and bonus plan) the amount of bonus earned by Employee, if any. Bonuses are intended to retain valuable Company employees, and if Employee is not employed for any reason on the last day of the bonus year, he will not have earned the bonus and, except as expressly provided herein with respect to the Severance Bonus, no partial or pro-rata bonus will be paid. Any bonus paid pursuant to this Section 4 shall be paid net of standard payroll deductions and withholdings. The target payment date for any bonus measured on the basis of a calendar year shall be between January 1 and April 15 of the calendar year following the end of the performance period; provided, however, that such bonus shall be paid no later than April 15 of such calendar year following the end of the performance period.

Retention Bonus. If Employee meets all of the conditions and eligibility requirements set forth below, the Company shall pay Employee a bonus (the “Retention Incentive Bonus”) in the gross amount of $250,000.00, less applicable withholdings and deductions. The Retention Incentive Bonus will be paid as a lump sum, less applicable deductions and withholdings, within thirty (30) days following the earlier of: December 15, 2017 (the “Transition End Date”), or the termination of Employee by the Company without cause. The Company may withhold from any amounts payable under this Agreement such federal, state, or local taxes as shall be required to be withheld pursuant to any applicable law or regulation. The Retention Incentive Bonus should be viewed as an indication of the Company’s confidence in and appreciation of Employee’s abilities, and as an additional form of compensation to meet a special purpose. The Retention Incentive Bonus will be in addition to any other compensation or benefits (including without limitation severance benefits) that Employee may otherwise be eligible to receive, and is not a permanent or recurring element of Employee’s compensation, nor will it impact any other element of compensation for which Employee may otherwise be eligible.

Annual Bonus. For each complete calendar year, Employee shall be eligible to earn an annual bonus (the “Annual Bonus”) of up to 50% of the Base Salary (the “Annual Bonus Target”) in accordance with the Company’s Annual Incentive Compensation Plan, as the same may be amended from time to time. Employee must be fully and actively employed, in good standing, as of the payment date and must not have provided notice of termination for any reason prior to the payment date to be entitled to the Annual Bonus.

Discretionary Bonus. During the Employment Period, Executive shall be entitled to participate in an equitable manner with other senior management employees of Penns Woods in such annual or other periodic bonus programs (if any) as may be maintained from time to time by Penns Woods for its executive officers.

Performance Bonus. [Section 2(c)] of the Employment Agreement titled “Performance Bonuses” is hereby removed from the Employment Agreement. In lieu thereof, the following text is inserted as [Section 2(c)] of the Employment Agreement:

Performance Bonus. Promptly after the executive of this Amendment to the Employment Agreement, the Company will pay to Executive the sum of Ninety Thousand Dollars ($90,000) as a cash bonus to compensate Executive for his accomplishments during 2024 to the date of this Amendment.

Transition Bonus. The Company will pay you a one-time transition bonus of $10,000 payable 90 days after the Effective Date, provided of course that you remain employed as of that date. This bonus payment shall be subject to all applicable taxes and withholdings.