Second Amendment to
Executive Employment Agreement
THIS SECOND AMENDMENT is adopted June 30, 2021, between and among Riverview Financial Corporation (the Corporation), Riverview Bank, (the Bank), and Brett D. Fulk (the Executive).
WHEREAS, the Corporation, the Bank, and the Executive are parties to an Executive Employment Agreement dated January 4, 2012, which was subsequently amended on January 9, 2014 (the Agreement);
WHEREAS, the Corporation is engaged in discussions with Mid Penn Bancorp, Inc. (MPB) to effectuate a transaction whereby the Corporation and the Bank, respectively, will merge with and into MPB and MPBs wholly-owned subsidiary, Mid Penn Bank (the Merger Transaction); and
WHEREAS, to facilitate the Merger Transaction and to provide additional clarity on certain compensation to which Executive may be entitled upon the occurrence of a Change in Control (as defined in Section 2(b) of the Agreement) and attendant delivery of a Notice of Termination (as defined in Section VI.2 of the Agreement), the parties wish to amend the Agreement to specifically define the dollar amount associated with the bonus component of Executives Annual Compensation.
NOW, THEREFORE, in consideration of the foregoing, the Corporation, the Bank, and the Executive adopt the following amendment to the Agreement.
1. The reference to Chief Operating Officer in Section I.1 of the Agreement shall be deleted and replaced with President and Chief Executive Officer.
2. Section I.2 of the Agreement shall be deleted and replaced with the following:
2. During the term of this Agreement, the Executive shall perform such executive services for the Bank as are consistent with his title and as are assigned to him by the Banks Board of Directors.
3. Subject to Paragraph 4 below, Section VI.3 of the Agreement shall be deleted and replaced with the following:
3. In the event that the Executive delivers a Notice of Termination (as defined in Section VI.2 of this Agreement) to the Bank, the Executive shall be entitled to receive the compensation and benefits set forth below:
If a Change in Control (as defined in Section 2(b) of this Agreement) has also occurred, the Bank shall pay the Executive an amount equal to 3.0 times the Executives
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