Notice of Termination of Automatic Renewal of Employment Agreement between Citizens Bancorp and Charles H. Updegraff, Jr.

Summary

This letter from Citizens Bancorp, signed by its Chairman, President & CEO, notifies Charles H. Updegraff, Jr. that the automatic renewal provision in his Employment Agreement dated December 30, 2002, is being terminated. The agreement's term is fixed to expire on December 31, 2009. After this date, Mr. Updegraff will be eligible for a Change of Control Agreement, similar to those offered to other executive officers. Mr. Updegraff is asked to acknowledge receipt of this notice by signing and returning it by November 1, 2007.

EX-10.4 5 l30378aexv10w4.htm EX-10.4 EX-10.4  

EXHIBIT 10.4
October 9, 2007
Mr. Charles H. Updegraff, Jr.
28 Prosser Hollow Road
Coudersport, PA 16915
Re: Termination of Automatic Renewal of Employment Agreement Dated December 30, 2002
Dear Chuck:
Pursuant to the terms of Section 1 (b) of your Employment Agreement dated December 30, 2002, and as per our agreement prior to the merger of Citizens Bancorp and Citizens & Northern Corporation and Citizens & Northern Bank; and pursuant to the Addendum to Employment Agreement dated December 14, 2007 , we are exercising our right to terminate the automatic renewal of said Agreement and to fix the remaining term of employment under said section. You are hereby given notice that we are terminating the automatic renewal provision of said Agreement and fixing the remaining term of employment to expire on December 31, 2009.
Upon termination of the Employment Agreement dated December 30, 2002, you will be eligible for a Change of Control Agreement, which currently extends to each of the executive officers. We will address the issuance of the Change of Control Agreement upon the expiration of your current employment agreement.
Please execute and date the acknowledgement on one of the originals and return it to me by no later than November 1, 2007. If you have any questions, please contact me.
         
Sincerely,
 
   
/s/ Craig G. Litchfield      
Craig G. Litchfield     
Chairman, President & CEO     
 
Acknowledgement:
         
     
  /s/ Charles H. Updegraff, Jr.    
  Charles H. Updegraff, Jr.    
 
  Date: 10/22/07   

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