Management Incentive Compensation Plan

EXHIBIT 10.2

FIRST KEYSTONE COMMUNITY BANK

MANAGEMENT INCENTIVE COMPENSATION PLAN

I. PURPOSE

The purpose of the Management Incentive Compensation Plan is to provide incentives and awards to top management employees who, through high levels of performance, contribute to the success and profitability of First Keystone Community Bank. The Plan is designed to support organizational objectives and financial goals, as defined by the Bank’s Strategic and Financial Plans, by making available additional, variable, and contingent incentive compensation.

II. GENERAL DESCRIPTION

The Management Incentive Compensation Plan is based upon the achievement of a required budget net income figure before any incentive award “pool” is formed. The Plan specifies annual goals that are consistent with those contained in the Strategic Business Plan and the annual Profit Plan.

The calculation of share of profits to be distributed to the Plan participants, and the incentive formulas, are constructed to provide awards that are consistent with achieved profitability levels. The incentive formulas insure a level of incentive award that will enable First Keystone Community Bank to attract, retain, and motivate high-quality management personnel and support continued growth and profitability.

The Management Incentive Compensation Plan is established to augment regular salary and benefits programs already in existence. The Plan is not meant to be a substitute for salary increases, but as a supplement to salary, and, as stated earlier, as an incentive for performance that contributes to outstanding levels of achievement.

III. PLAN ADMINISTRATION

Throughout this Plan document, reference to the actions and authority of the Human Resource Committee of the Board of Directors also presumes that the Committee will recommend, and the Board of Directors will approve or disapprove, final disposition of all matters pertaining to the administration of the Plan. The Committee, with Board approval, has the responsibility to interpret, administer, amend, or recommend suspension or termination of the Plan as necessary. The recommendations of the Committee, as approved by the Board, affecting the construction, interpretation, and administration of the Plan shall be final and binding on all parties, including the Bank and its employees.

Matters before the Committee shall be decided upon a majority vote of the Committee and recommended to the Board for final action. Plan participants who are members of the Committee shall not be entitled to vote on matters relating to the eligibility for and/or determination of their own incentive compensation awards.

During the first quarter of each Plan Year, the Committee may review and revise the operating rules. Performance measures, and awards based upon those measures, may be changed in order to emphasize specific goals and objectives of the Plan. However, it is expected that the Plan will require modification only when significant changes in organization, goals, personnel, or performance occur. The Chief Executive Officer shall inform the Committee of any proposed changes to the operating rules.

Computation of incentive awards will be made by the Chief Executive Officer in consultation with the Chairman of the Board. Maintenance of participant payments and other related records shall be the responsibility of the Bank's Human Resource Manager. Such computations and records may be audited annually by the independent auditors of the Bank prior to submission to the Committee and the Board for review and approval.

Finally, the Committee, in the exercise of its discretion with respect to the determination of the amount of the incentive plan pool for any given Plan Year, may take into account the presence or absence of nonrecurring or extraordinary items of income, gain, expense, or loss, and any and all factors that, in its sole discretion, may deem relevant.

Extraordinary occurrences may be excluded when calculating performance results to insure that the best interests of the Bank are protected and are not brought into conflict with the best interest of plan participants.

IV. PLAN PARTICIPANTS

Participation in the Management Incentive Plan at First Keystone Community Bank is limited to the executive management team. This management team includes the following functional job titles:

Plan participation by these seven (7) individuals recognizes the importance of this group to the Bank and the potential these officers have to influence the achievement of financial and strategic objectives.

V. OPERATING RULES

The Plan shall be effective as of April 1, 1988 and has been most recently amended and adopted on

March 22, 2016 and January 22, 2019.

VI. CLAWBACK

In the event that the Corporation is required to prepare an accounting restatement because of the material noncompliance of the Corporation or Bank with any financial reporting requirement and if within the previous three years a participant received an award based upon the erroneous data, whether or not the participant engaged in any misconduct, the participant shall return and refund to the Bank within thirty (30) days’ notice from the Bank, the amount equal to the excess of what would have been paid to the participant under the accounting restatement. In the event that the Corporation or the Bank is required to prepare an accounting restatement because of a participant’s misconduct or fraudulent activity, then the participant shall return and refund to the Bank the entire award received based upon the erroneous data within thirty (30) days’ notice from the Bank. In the event that the Bank has to file an action or incurs any legal fees in attempting to recoup any amounts due to the Bank, the participant shall also be liable to the Bank for the Bank’s reasonable attorneys’ fees and costs associated with such recoupment.

This Section does not abrogate the Bank’s right to seek recoupment based upon any other law or policy of the Corporation or Bank.

VII. SUMMARY OF SUPPLEMENTARY PLAN DOCUMENTS