Addendum to Change-in-Control Severance Agreement by Norwood Financial Corp., Wayne Bank, and William S. Lance
Norwood Financial Corp., Wayne Bank, and William S. Lance have agreed to extend the term of their existing Change-in-Control Severance Agreement, originally set to expire on March 2, 2023, for an additional two years, now ending March 2, 2025. All other terms of the original agreement remain unchanged. This addendum ensures that the executive's severance protections in the event of a change in control will continue through the new expiration date unless further extended by the parties.
Exhibit 10.22
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 William S. Lance (the "Executive") as of this 20th day of January, 2023.
WHEREAS, the Company, the Bank and the Executive have previously entered into a Change-in-Control Severance Agreement, dated March 2, 2010 (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, as previously extended, is scheduled to expire on March 2, 2023, and the parties desire to extend the term of the Agreement for an additional two year period, ending as of March 2, 2025; 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, this Addendum is hereby approved by the undersigned parties, as follows:
| 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 from the current date of expiration of the term of this Agreement through March 2, 2025, except as may be extended beyond that date by future action of the parties."
| 2. 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
/s/ James O. Donnelly
By:James O. Donnelly
Its:President and Chief Executive Officer
Norwood Financial Corp.
/s/ James O. Donnelly
By:James O. Donnelly
Its:President and Chief Executive Officer
Executive
/s/ William S. Lance
William S Lance
Executive Vice President and
Chief Financial Officer
