ADDENDUM TO THE CHANGE-IN-CONTROL SEVERANCE AGREEMENT
This Addendum to the Change-in-Control Severance Agreement is made and entered into between Norwood Financial Corp. (the "Company"), Wayne Bank ("Bank") and Robert J. Mancuso (the "Executive") as of this 16th day of January, 2018.
WHEREAS, the Company, the Bank and the Executive have previously entered into a Change-in-Control Severance Agreement, dated January 23, 2013 (the "Agreement"), providing for the payment of severance benefits to the Executive in the event of a change-in-control of the Company and the Bank; and
WHEREAS, The Agreement is scheduled to expire on January 23, 2018, and the parties desire to extend the term of the Agreement for a new five year period; and
WHEREAS, Section 13 of the Agreement provides that amendments to the Agreement may be made in writing and signed by all parties,
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt of which is hereby acknowledged:
1. Section 5 of the Agreement is hereby amended by the inclusion of the following sentence at the end of Section 5, as follows:
"Notwithstanding anything herein to the contrary, the Term of this Agreement shall be extended for the period from January 23, 2018 through January 23, 2023, except as may be extended beyond that date by future action of the parties."
2. The first sentence of Section 3 of the Agreement is hereby amended and restated in its entirety, as follows:
"If the Employee becomes entitled to collect severance benefits pursuant to Section 2 hereof, the Employee shall receive from the Bank an amount equal to two times the base salary as of the employee's date of hire and subsequently as of the last date of the prior calendar year preceding the Change in Control, but in no event more than Code §280G Maximum."
3. Except as set forth herein, such Agreement shall remain in full force and effect as in effect as of the date of this Addendum.
IN WITNESS WHEREOF, the parties have hereunto set their hands as of the date first hereinabove written.
| Wayne Bank | |||
| By: | /s/ Lewis J. Critelli | ||
| Lewis J. Criteli | |||
| Its: | President and Chief Executive Officer | ||
| Norwood Financial Corp. | |||
| By: | /s/ Lewis J. Critelli | ||
| Lewis J. Critelli | |||
| Its: | President and Chief Executive Officer | ||
| /s/ Robert J. Mancuso | |||
| Robert J. Mancuso | |||
| Executive Vice President and | |||
| Chief Operating Officer | |||