Second Amendment to 2022 Supplemental Executive Retirement Plan between Journey Bank and Lance Diehl
This amendment updates the Supplemental Executive Retirement Plan between Journey Bank and Lance Diehl. It revises the death benefit and modifies the forfeiture provision, specifying that if Mr. Diehl dies before retirement or other triggering events, his beneficiary receives a lump sum payment. The amendment also clarifies non-competition requirements for Mr. Diehl to retain benefits, with exceptions if there is a change in control at the bank. The agreement outlines benefit amounts and payment schedules, and both parties have signed to confirm these changes.
Exhibit 10.1
SECOND AMENDMENT TO
2022 Supplemental Executive Retirement Plan
FOR
LANCE DIEHL
THIS SECOND AMENDMENT (the “Amendment”) is made and entered into the 9th day of July 2025, by and between Journey Bank (formerly known as First Columbia Bank & Trust Co.) (the “Employer”), and Lance Diehl (the “Executive”).
The Employer and the Executive entered into a Supplemental Executive Retirement Plan dated March 15, 2022, as amended by that certain First Amendment dated June 1, 2022 (the “Agreement”). The Employer and the Executive now wish to change the Executive’s death benefit in the Agreement and to amend the forfeiture provision in the Agreement.
Now, therefore, the Employer and the Executive agree as follows:
The Schedule A originally attached to the Agreement shall be replaced with the attached Schedule A.
Section 2.5 of the Agreement shall be deleted and replaced by the following:
2.5 Death Prior to Commencement of Benefit Payments. In the event the Executive dies prior to Separation from Service, Disability and Change in Control, the Employer shall pay the Beneficiary the Accrued Benefit as of date of the Executive’s death, in lieu of any other benefit hereunder. The benefit will be paid in a lump sum the month following the Executive’s death.
Section 7.10 of the Agreement shall be deleted and replaced by the following:
7.10 Forfeiture Provision.
(1) General Rule: Except as provided in the following subparagraph 7.01(2), Executive shall forfeit his right to any benefit not yet paid to Executive, if Executive, without the prior written consent of Bank, at any time during the period encompassing Executive’s employment with Bank and continuing after the termination (regardless of reason) of Executive’s employment with Bank throughout the period the benefit would otherwise be payable:
(a) engages in, directly or indirectly, either for his own account or as agent, consultant, employee, partner, officer, director, proprietor, investor (except as investor owning less than 5% of the stock of a publicly owned company) or otherwise on behalf of any person, firm, corporation or enterprise: (i) the banking (including bank or financial
institution holding company), insurance or financial services industry, or (2) any other activity in which Bank engages during the Executive’s employment with Bank in the marketing area (the “Non-Competition Area”), of Bank. The Non-Competition Area is defined for purposes of this Agreement as the area within a fifty (50) mile radius of any branch banking office of the Bank; or
(b) either directly or indirectly in any capacity whatsoever (i) obtains, solicits, diverts, appeals to, attempts to obtain, attempts to solicit, attempts to divert, or attempts to appeal to any customers, clients or referral sources of Bank to divert their business from the Bank; or, (ii) solicits any person who is employed by Bank to leave the employ of Bank. “Customers, clients, and referral source” shall include all persons who are or were customers, clients, or referral sources of Bank at any time during the employment of Executive by the Bank, including employment with the Bank that predates this Agreement.
(2) Exception. The non-competition condition to Executive’s eligibility to receive benefits as set forth in the preceding subparagraph 7.01(1) shall not apply following a Change in Control event, as defined in this Agreement.
IN WITNESS WHEREOF, the Executive and a duly authorized representative of the Employer have executed this Amendment.
| Executive | Employer | ||
| /s/ Lance O. Diehl | By: | /s/ Joseph K. O’Neill, Jr. | |
| Title: | EVP & Chief Financial Officer | ||
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Supplemental Executive Retirement Plan
Schedule A
Lance Diehl
Birth Date: XX/XX/1966 Plan Anniversary Date: 12/31/2022 Normal Retirement: XX/XX/2031,Age 65 Normal Retirement Payment: Monthly for 15 Years | Early Termination
Amount Payable Monthly for 15 | Disability
Amount Payable Monthly for 15 | Change In Control
Amount Payable Monthly for 15 | |
| Values As Of | Age | Annual Benefit1 | Annual Benefit1 | Annual Benefit1,2 |
| Apr 2022 | 56 | 0 | 0 | 60,000 |
| Dec 2022 | 56 | 12,000 | 12,000 | 60,000 |
| Dec 2023 | 57 | 26,250 | 26,250 | 60,000 |
| Dec 2024 | 58 | 41,250 | 41,250 | 60,000 |
| Dec 2025 | 59 | 56,250 | 56,250 | 60,000 |
| Dec 2026 | 60 | 60,000 | 60,000 | 60,000 |
| Dec 2027 | 61 | 60,000 | 60,000 | 60,000 |
| Dec 2028 | 62 | 60,000 | 60,000 | 60,000 |
| Dec 2029 | 63 | 60,000 | 60,000 | 60,000 |
| Dec 2030 | 64 | 60,000 | 60,000 | 60,000 |
| Mar 2031 | 65 | 60,000 | 60,000 | 60,000 |
The first line represents the initial plan values as of the plan implementation date of April 01, 2022.
Income Taxes – Federal income taxes will not be payable by you or your beneficiary until benefit payments are actually received.
Payroll Taxes – Benefits are subject to FICA and Medicare payroll taxes as they vest each year. The interest credited to the vested amounts is not subject to payroll taxes as long as it is not excessive (as defined by tax regulations). Since all benefits are subjected to payroll taxes prior to retirement, there are no payroll taxes (FICA and Medicare) due on the benefit payments.
1The annual benefit amount will be distributed in 12 equal monthly payments for a total of 180 monthly payments.
2 Note that accounting rules may require an additional accrual at the time this benefit is triggered.
SERP: Journey Bank - Bloomsburg, PA
686#, 22318#, 74985#, 05/02/2025
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Supplemental Executive Retirement Plan
Schedule A
Lance Diehl
| Birth Date: XX/XX/1966 Plan Anniversary Date: | Early Termination | Disability | Change In Control | |
12/31/2022 Normal Retirement: | ||||
XX/XX/2031,Age 65 Normal Retirement Payment: Monthly for 15 Years | Amount Payable Monthly for 15 Years at Normal Retirement Age | Amount Payable Monthly for 15 Years at Normal Retirement Age | Amount Payable Monthly for 15 Years at Normal Retirement Age | |
| Values As Of | Age | Annual Benefit1 | Annual Benefit1 | Annual Benefit1,2 |
IF THERE IS A CONFLICT BETWEEN THIS SCHEDULE A AND THE AGREEMENT, THE TERMS AND PROVISIONS OF THE AGREEMENT SHALL PREVAIL. IF A TRIGGERING EVENT OCCURS, REFER TO THE AGREEMENT TO DETERMINE THE ACTUAL BENEFIT AMOUNT BASED ON THE DATE OF THE EVENT.
| Lance Diehl /s/ Lance O. Diehl | By /s/ Joseph K. O'Neill, Jr. | |||
| Date 7-9-2025 | Title EVP and CFO | |||
| Date 7-9-2025 | ||||
SERP: Journey Bank - Bloomsburg, PA
686#, 22318#, 74985#, 05/02/202
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