Employment Agreement by and among ENB Financial Corp, The Ephrata National Bank and Chad E. Neiss dated as of October 28, 2022

EMPLOYMENT AGREEMENT

THIS AGREEMENT is made as of the 28th day of October 2022 by and among ENB Financial Corp. (“Corporation”), The Ephrata National Bank (“Bank”), and Chad E. Neiss (“Executive”), an adult individual residing at 2973 Tiffany Drive, Lititz, PA 17543.

WITNESSETH:

WHEREAS, the Corporation is a bank holding company;

WHEREAS, the Bank is a subsidiary of the Corporation;

WHEREAS, the Corporation and the Bank wish to employ the Executive as Senior Executive Vice President/Chief Strategy Officer and Head of Mortgage Division in accordance with the terms and conditions set forth herein;

WHEREAS, Executive is not a party nor subject to any employment, noncompete, non-solicitation or restrictive covenant agreements, or any other restrictions or agreements that would hinder or limit his ability to fully perform his duties hereunder, except as identified on Schedule I attached hereto and deemed an integral part hereof;

WHEREAS, as additional consideration for entering into this Agreement, the Corporation is providing the Executive with a Restricted Stock Unit Grant of the Corporation’s Common Stock as delineated on Schedule 2 hereto; and

WHEREAS, Executive wishes to serve the Corporation and the Bank in accordance with the terms and conditions herein.

AGREEMENT:

NOW THEREFORE, in consideration of the mutual covenants herein, the parties hereto, intending to be legally bound, agree as follows:

(i)       Executive’s conviction of or plea of guilty or nolo contendere to a felony, a crime of falsehood or a crime involving moral turpitude, or the actual incarceration of Executive;

(ii)       Executive’s failure to follow the good faith lawful instructions of the Boards of Directors or the President and CEO of the Corporation or the Bank with respect to their operations;

(iii)       Executive’s willful failure to substantially perform Executive’s duties to the Corporation or the Bank, other than a failure resulting from Executive’s incapacity because of physical or mental illness, as provided in subsection (d) of this Section 4;

(iv)       Executive’s intentional violation of the provisions of this Agreement;

(v)       dishonesty or gross negligence of the Executive in the performance of his duties;

(vi)       Executive’s removal or prohibition from being an institutional-affiliated party by a final order of an appropriate federal banking agency pursuant to Section 8(e) or 8(g) of the Federal Deposit Insurance Act or by any state or federal regulatory agency or any other correspondence from the Bank’s regulators instructing the Bank to terminate, remove or limit the authority or activities of the Executive;

(vii)       conduct by the Executive as determined by an affirmative vote of seventy-five percent (75%) of the disinterested members of the Board of Directors of the Corporation which brings public discredit to the Corporation or the Bank and which results or may be reasonably expected to result in material financial or reputational harm to the Corporation or the Bank;

(viii)       Executive’s breach of fiduciary duty involving personal profit;

(ix)       unlawful harassment by the Executive against employees customers, business associates, contractors, or vendors of the Corporation or the Bank, as determined by an affirmative vote of seventy-five percent (75%) of the disinterested members of the Board of Directors of the Corporation;

(x)       the willful violation by the Executive of the provisions of Sections 9, 10, or 11 hereof, after written notice from the Corporation;

(xi)       the willful violation of any law, rule or regulation governing banks or bank officers or any Bank policy, or receipt of any cease and desist order issued by a bank regulatory authority;

(xii)       theft or abuse by Executive of the Corporation’s or the Bank’s property or the property of the Corporation’s or the Bank’s customers, employees, contractors, vendors, or business associates;

(xiii)       any act of fraud, misappropriation or personal dishonesty;

(xiv)       insubordination as determined by an affirmative vote of seventy-five percent (75%) of the disinterested members of Board of Directors of the Corporation, after written notice from the Corporation and a failure to cure such violation within fifteen (15) days of said written notice;

(xv)       the existence of any material conflict between the interests of the Corporation or the Bank and the Executive that is not disclosed in writing by the Executive to the Corporation and the Bank and approved in writing by the Boards of Directors of the Corporation and the Bank; or

(xvi)       gross neglect or incompetence in the performance of Executive’s duties as determined by the affirmative vote of seventy-five percent (75%) of the disinterested members of the Board of Directors of the Corporation.

If this Agreement is terminated for Cause, all of Executive’s rights under this Agreement shall cease as of the effective date of such termination, except for the rights under Section 20 hereof with respect to arbitration.

Executive shall within sixty (60) days of the occurrence of any of the foregoing events, provide notice to the Bank of the existence of the condition and provide the Bank thirty (30) days in which to cure such condition. In the event that the Bank does not cure the condition within thirty (30) days of such notice, Executive may resign from employment for Good Reason by delivering written notice ("Notice of Termination") to the Bank.

If such termination occurs for Good Reason and such termination constitutes a Separation of Service as defined by Internal Revenue Code of 1986, as amended (“Code”) Section 409A (“Separation of Service”), then the Bank shall pay Executive an amount equal to the Executive’s remaining Annual Base Salary that would otherwise be due and payable under the Agreement to the Executive for the remaining Employment Period, minus applicable taxes and withholdings, payable in equal monthly installments over the remaining Employment Period. Such amount in the aggregate shall not exceed 2.99 times Executive’s Annual Base Salary or be less than 1.00 times Executive’s Annual Base Salary. In addition, for a period of one (1) year from the date of Separation of Service, or until Executive secures benefits of comparable coverage through other employment, whichever shall first occur, Executive shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect or that would otherwise be provided, and available with respect to Executive during the one (1) year prior to his termination of employment or at the time of his termination of employment under the terms of and as provided by the medical insurance plan then in effect in which he and his spouse were participants, or, if the Bank cannot legally provide such benefits because Executive is no longer an employee, or future law or plans do not permit so, the Bank shall reimburse Executive in an amount equal to the monthly premium paid by him to obtain comparable coverage for employee benefits which he enjoyed prior to termination, subject to Code Section 409A if applicable.

This Section 7 and the provisions and terms hereof shall be subject to Sections 19 and 21 of this Agreement.

This Section 8 and the provisions and terms hereof shall be subject to Sections 19 and 21 of this Agreement.

(i)       (A) in any county in which, as of the date of Executive’s termination, a branch, office or other facility of the Corporation or the Bank is located or in any county contiguous to such county, or (B) in the area which is within 25 miles from any branch office or other facility of the Corporation or Bank as of the date of Executive’s termination (“Non-Competition Area”), be engaged, directly or indirectly, either for his own account or as agent, consultant, employee, partner, officer, director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly owned company) or otherwise of any person, firm, corporation or enterprise engaged in (1) the banking (including bank holding company) or financial services industry, or (2) any other activity in which the Corporation or the Bank or any of their subsidiaries are engaged during the Employment Period;

(ii)       provide financial or other assistance to any person, firm, corporation, or enterprise engaged in (1) the banking (including bank holding company) or financial services industry, or (2) any other activity in which the Corporation or the Bank or any of their subsidiaries are engaged during the Employment Period, in the Non-Competition Area;

(iii)       directly or indirectly solicit persons or entities who were customers or referral sources of the Corporation, the Bank or their subsidiaries within one (1) year prior to Executive’s termination of employment, to become a customer or referral source of a person or entity other than the Corporation, the Bank or their subsidiaries; or

(iv)       directly or indirectly solicit employees of the Corporation, the Bank or their subsidiaries who were employed within one (1) year prior to Executive’s termination of employment to work for anyone other than the Corporation, the Bank or their subsidiaries.

(Remainder of page intentionally left blank)

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date below.

Schedule 1

None.

Schedule 2

Participant’s Restricted Stock Unit Grant

A. Declaration of Award to Participant

As additional consideration for entering into an Employment Agreement dated October 28, 2022 with the ENB Financial Corp and The Ephrata National Bank, (“Company”), (the “Employment Agreement”) and in recognition of the Participant's role in the Company and the extent of opportunities for the executive to contribute to the growth and success of the business, the Board of Directors of the Company hereby grants to the Participant on the Grant Date an award of “893” units of Company common stock, par value $0.10 per share (“Restricted Company Stock”), at $16.80 per share, the Fair Market Value (FMV) of the stock on the Grant Date, on the terms, conditions and subject to the restrictions set forth in this Exhibit to Employment Agreement, which terms are incorporated therein.

B. Terms and Conditions of the Restricted Stock Unit Grant

Further, if the Participant voluntarily terminates employment for any reason, but violates the noncompetition/nonsolicitation provisions of the Employment Agreement, any interests that have not yet been distributed will be forfeited.

Schedule 3