Common use of Performance of Services Clause in Contracts

Performance of Services. Executive agrees to devote Executive’s full business time and attention to the performance of Executive’s duties and responsibilities under this Agreement, and shall use Executive’s best efforts and discharge Executive’s duties to the best of Executive’s ability for and on behalf of the Bank and toward its successful operation. Executive agrees that, without the prior written consent of the Board, he will not during the Term, directly or indirectly, perform services for or obtain a financial or ownership interest in any other Entity (an “Outside Arrangement”) if such Outside Arrangement would interfere with the satisfactory performance of Executive’s duties to the Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement. Executive shall promptly notify the Board of any Outside Arrangement, provide the Bank with any written agreement in connection therewith and respond fully and promptly to any questions that the Board may ask with respect to any Outside Arrangement. If the Board determines that Executive’s participation in an Outside Arrangement would interfere with Executive’s satisfactory performance of Executive’s duties to the Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement, Executive shall not undertake, or shall cease, such Outside Arrangement as soon as feasible after the Board notifies him of such determination. Notwithstanding any provision hereof to the contrary, this Section 4.2 does not restrict Executive’s right to own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company.

Performance of Services. Executive ▇▇▇▇▇ agrees to devote Executive’s his full business time and attention to the performance of Executive’s his duties and responsibilities under this Agreement, and shall use Executive’s his best efforts and discharge Executive’s his duties to the best of Executive’s his ability for and on behalf of Bancorp and the Bank and toward its their successful operation. Executive ▇▇▇▇▇ agrees that, without the prior written consent of the Board, he will not during the Term, directly or indirectly, perform services for or obtain a financial or ownership interest in any other Entity (an “Outside Arrangement”) if such Outside Arrangement would interfere with the satisfactory performance of Executive’s his duties to Bancorp and/or the Bank, present a conflict of interest with Bancorp and/or the Bank and/or BancorpBank, breach Executive’s his duty of loyalty or fiduciary duties to the Bank Bancorp and/or Bancorpthe Bank, or otherwise conflict with the provisions of this Agreement. Executive ▇▇▇▇▇ shall promptly notify the Bancorp Board of any Outside Arrangement, provide the Bank Bancorp with any written agreement in connection therewith and respond fully and promptly to any questions that the Bancorp Board may ask with respect to any Outside Arrangement. If the Bancorp Board determines that Executive’s ▇▇▇▇▇’▇ participation in an Outside Arrangement would interfere with Executive’s his satisfactory performance of Executive’s his duties to Bancorp and/or the Bank, present a conflict of interest with Bancorp and/or the Bank and/or BancorpBank, breach Executive’s his duty of loyalty or fiduciary duties to Bancorp and/or the Bank and/or BancorpBank, or otherwise conflict with the provisions of this Agreement, Executive ▇▇▇▇▇ shall not undertake, or shall cease, such Outside Arrangement as soon as feasible after the Bancorp Board notifies him of such determination. Notwithstanding any provision hereof to the contrary, this Section 4.2 does not restrict Executive’s ▇▇▇▇▇’▇ right to own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s his total ownership constitutes less than two percent (2%) of the outstanding securities of such company.

Performance of Services. Executive ▇▇▇▇ agrees to devote Executive’s her full business time and attention to the performance of Executive’s her duties and responsibilities under this Agreement, and shall use Executive’s her best efforts and discharge Executive’s her duties to the best of Executive’s her ability for and on behalf of the Bank and toward its successful operation. Executive ▇▇▇▇ agrees that, without the prior written consent of the Board, he she will not during the Term, directly or indirectly, perform services for or obtain a financial or ownership interest in any other Entity (an “Outside Arrangement”) if such Outside Arrangement would interfere with the satisfactory performance of Executive’s her duties to the Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s her duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement. Executive ▇▇▇▇ shall promptly notify the Board of any Outside Arrangement, provide the Bank with any written agreement in connection therewith and respond fully and promptly to any questions that the Board may ask with respect to any Outside Arrangement. If the Board determines that Executive’s ▇▇▇▇’▇ participation in an Outside Arrangement would interfere with Executive’s her satisfactory performance of Executive’s her duties to the Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s her duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement, Executive ▇▇▇▇ shall not undertake, or shall cease, such Outside Arrangement as soon as feasible after the Board notifies him her of such determination. Notwithstanding any provision hereof to the contrary, this Section 4.2 does not restrict Executive’s ▇▇▇▇’▇ right to own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s her total ownership constitutes less than two percent (2%) of the outstanding securities of such company.

Performance of Services. Executive ▇▇▇▇▇▇ agrees to devote Executive’s his full business time and attention to the performance of Executive’s his duties and responsibilities under this Agreement, and shall use Executive’s his best efforts and discharge Executive’s his duties to the best of Executive’s his ability for and on behalf of the Bank and toward its successful operation. Executive ▇▇▇▇▇▇ agrees that, without the prior written consent of the Board, he will not during the Term, directly or indirectly, perform services for or obtain a financial or ownership interest in any other Entity (an “Outside Arrangement”) if such Outside Arrangement would interfere with the satisfactory performance of Executive’s his duties to the Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s his duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement. Executive ▇▇▇▇▇▇ shall promptly notify the Board of any Outside Arrangement, provide the Bank with any written agreement in connection therewith and respond fully and promptly to any questions that the Board may ask with respect to any Outside Arrangement. If the Board determines that Executive’s ▇▇▇▇▇▇’▇ participation in an Outside Arrangement would interfere with Executive’s his satisfactory performance of Executive’s his duties to the Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s his duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement, Executive ▇▇▇▇▇▇ shall not undertake, or shall cease, such Outside Arrangement as soon as feasible after the Board notifies him of such determination. Notwithstanding any provision hereof to the contrary, this Section 4.2 does not restrict Executive’s ▇▇▇▇▇▇’▇ right to own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s his total ownership constitutes less than two percent (2%) of the outstanding securities of such company.

Performance of Services. Executive Langmead agrees to devote Executive’s his full business time and attention to the performance of Executive’s his duties and responsibilities under this Agreement, and shall use Executive’s his best efforts and discharge Executive’s his duties to the best of Executive’s his ability for and on behalf of the Bank and toward its successful operation. Executive Langmead agrees that, without the prior written consent of the Board, he will not during the Term, directly or indirectly, perform services for or obtain a financial or ownership interest in any other Entity (an “Outside Arrangement”) if such Outside Arrangement would interfere with the satisfactory performance of Executive’s his duties to the Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s his duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement. Executive Langmead shall promptly notify the Board of any Outside Arrangement, provide the Bank with any written agreement in connection therewith and respond fully and promptly to any questions that the Board may ask with respect to any Outside Arrangement. If the Board determines that ExecutiveLangmead’s participation in an Outside Arrangement would interfere with Executive’s his satisfactory performance of Executive’s his duties to the Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s his duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement, Executive Langmead shall not undertake, or shall cease, such Outside Arrangement as soon as feasible after the Board notifies him of such determination. Notwithstanding any provision hereof to the contrary, this Section 4.2 does not restrict ExecutiveLangmead’s right to own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s his total ownership constitutes less than two percent (2%) of the outstanding securities of such company.

Performance of Services. Executive ▇▇▇▇▇▇-▇▇▇▇▇ agrees to devote Executive’s her full business time and attention to the performance of Executive’s her duties and responsibilities under this Agreement, and shall use Executive’s her best efforts and discharge Executive’s her duties to the best of Executive’s her ability for and on behalf of the Bank and toward its successful operation. Executive ▇▇▇▇▇▇-▇▇▇▇▇ agrees that, without the prior written consent of the Board, he she will not during the Term, directly or indirectly, perform services for or obtain a financial or ownership interest in any other Entity (an “Outside Arrangement”) if such Outside Arrangement would interfere with the satisfactory performance of Executive’s her duties to the Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s her duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement. Executive ▇▇▇▇▇▇-▇▇▇▇▇ shall promptly notify the Board of any Outside Arrangement, provide the Bank with any written agreement in connection therewith and respond fully and promptly to any questions that the Board may ask with respect to any Outside Arrangement. If the Board determines that Executive’s ▇▇▇▇▇▇-▇▇▇▇▇’▇ participation in an Outside Arrangement would interfere with Executive’s her satisfactory performance of Executive’s her duties to the Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s her duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement, Executive ▇▇▇▇▇▇-▇▇▇▇▇ shall not undertake, or shall cease, such Outside Arrangement as soon as feasible after the Board notifies him her of such determination. Notwithstanding any provision hereof to the contrary, this Section 4.2 does not restrict Executive’s ▇▇▇▇▇▇-▇▇▇▇▇’▇ right to own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s her total ownership constitutes less than two percent (2%) of the outstanding securities of such company.

Performance of Services. Executive ▇▇▇▇▇▇▇ agrees to devote Executive’s full business time appropriate attention, skill and attention efforts to the performance of Executive’s duties and responsibilities his services under this Agreement, and shall use Executive’s his best efforts and discharge Executive’s duties his obligations hereunder to the best of Executive’s his ability for and on behalf of the Bancorp and Bank and toward its their successful operation. Executive ▇▇▇▇▇▇▇ agrees that, without the prior written consent of the BoardChairman of the Board of Bancorp and Bank, he will not during the Term, directly or indirectly, perform services for or obtain a financial or ownership interest in any other Entity (an “Outside Arrangement”) if such Outside Arrangement would interfere with the satisfactory performance of Executive’s his duties to the Bancorp and Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s his duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement. Executive ▇▇▇▇▇▇▇ represents that it is his good faith belief that as of September 30, 2014 he was not, directly or indirectly, performing services for or obtained a financial or ownership interest in any Outside Arrangement that would violate the preceding sentence other than his service to Virginia Heritage Bank. Except for such Outside Interests for which, directly or indirectly, he performs services or in which he has obtained a financial or ownership interest as of September 30, 2014, ▇▇▇▇▇▇▇ shall promptly notify the Chairman of the Board of any Outside ArrangementArrangement for which, directly or indirectly, he performs services or in which he obtains a financial or ownership interest, provide the Bank Chairman with any written agreement in connection therewith and respond fully and promptly to any questions that the Board Chairman may ask with respect to any Outside Arrangement. If the Board Chairman determines that Executive’s ▇▇▇▇▇▇▇’ participation in an Outside Arrangement would interfere with Executive’s his satisfactory performance of Executive’s his duties to the Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s his duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement, Executive ▇▇▇▇▇▇▇ shall not undertake, or shall cease, such Outside Arrangement as soon as feasible after the Board Chairman notifies him of such determination. Notwithstanding any provision hereof to the contrary, this Section 4.2 does not restrict Executive’s ▇▇▇▇▇▇▇’ right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; , provided that Executive’s his total ownership constitutes less than two percent (2%) of the outstanding securities of such company.

Performance of Services. Executive Bensignor agrees to devote Executive’s his full business time and attention to the performance of Executive’s his duties and responsibilities under this Agreement, and shall use Executive’s his best efforts and discharge Executive’s his duties to the best of Executive’s his ability for and on behalf of the Bank and toward its successful operation. Executive Bensignor agrees that, without the prior written consent of the Board, he will not during the Term, directly or indirectly, perform services for or obtain a financial or ownership interest in any other Entity (an “Outside Arrangement”) if such Outside Arrangement would interfere with the satisfactory performance of Executive’s his duties to the Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s his duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement. Executive Bensignor shall promptly notify the Board of any Outside Arrangement, provide the Bank with any written agreement in connection therewith and respond fully and promptly to any questions that the Board may ask with respect to any Outside Arrangement. If the Board determines that ExecutiveBensignor’s participation in an Outside Arrangement would interfere with Executive’s his satisfactory performance of Executive’s his duties to the Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s his duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement, Executive Bensignor shall not undertake, or shall cease, such Outside Arrangement as soon as feasible after the Board notifies him of such determination. Notwithstanding any provision hereof to the contrary, this Section 4.2 does not restrict ExecutiveBensignor’s right to own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s his total ownership constitutes less than two percent (2%) of the outstanding securities of such company.

Performance of Services. Executive ▇▇▇▇▇▇ agrees to devote Executive’s full business time appropriate attention, skill and attention efforts to the performance of Executive’s his duties and responsibilities under this Agreement, and shall use Executive’s his best efforts and discharge Executive’s his duties to the best of Executive’s his ability for and on behalf of the Bank and toward its successful operation. Executive ▇▇▇▇▇▇ agrees that, without the prior written consent of the Chairman of the Board, he will not during the Term, directly or indirectly, perform services for or obtain a financial or ownership interest in any other Entity (an “Outside Arrangement”) if such Outside Arrangement would interfere with the satisfactory performance of Executive’s his duties to the Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s his duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement. Executive ▇▇▇▇▇▇ represents that it is his good faith belief that as of the Commencement Date he has not, directly or indirectly, performed services for or obtained a financial or ownership interest in any Outside Arrangement that would violate the preceding sentence. Except for such Outside Interests for which, directly or indirectly, he performs services or in which he has obtained a financial or ownership interest as of the Commencement Date, ▇▇▇▇▇▇ shall promptly notify the Chairman of the Board of any Outside ArrangementArrangement for which, directly or indirectly, he performs services or in which he obtains a financial ownership interest, provide the Bank Chairman with any written agreement in connection therewith and respond fully and promptly to any questions that the Board Chairman may ask with respect to any Outside Arrangement. If the Board Chairman determines that Executive’s ▇▇▇▇▇▇’ participation in an Outside Arrangement would interfere with Executive’s his satisfactory performance of Executive’s his duties to the Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s his duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement, Executive ▇▇▇▇▇▇ shall not undertake, or shall cease, such Outside Arrangement as soon as feasible after the Board Chairman notifies him of such determination. Notwithstanding any provision hereof to the contrary, this Section 4.2 does not restrict Executive’s ▇▇▇▇▇▇’ right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company.

Performance of Services. Executive agrees to devote Executive’s his full business time and attention to the performance of Executive’s his duties and responsibilities under this Agreement, and shall use Executive’s his best efforts and discharge Executive’s his duties to the best of Executive’s his ability for and on behalf of the Bank and toward its successful operation. Executive agrees that, without the prior written consent of the Board, he will not during the Term, directly or indirectly, perform services for or obtain a financial or ownership interest in any other Entity (an “Outside Arrangement”) if such Outside Arrangement would interfere with the satisfactory performance of Executive’s his duties to the Bank, present a conflict of interest with the Bank and/or BancorpBank, breach Executive’s his duty of loyalty or fiduciary duties to the Bank and/or BancorpBank, or otherwise conflict with the provisions of this Agreement. Executive shall promptly notify the Board of any Outside Arrangement, provide the Bank with any written agreement in connection therewith and respond fully and promptly to any questions that the Board may ask with respect to any Outside Arrangement. If the Board determines that Executive’s participation in an Outside Arrangement would interfere with Executive’s his satisfactory performance of Executive’s his duties to the Bank, present a conflict of interest with the Bank and/or BancorpBank, breach Executive’s his duty of loyalty or fiduciary duties to the Bank and/or BancorpBank, or otherwise conflict with the provisions of this Agreement, Executive shall not undertake, or shall cease, such Outside Arrangement as soon as feasible after the Board notifies him of such determination. Notwithstanding any provision hereof to the contrary, this Section 4.2 does not restrict Executive’s right to own securities or manage executive’s personal passive investments; or service as a director, trustee or similar official of any Entity that files periodic reports with non-profit, civic, cultural, professional or philanthropic organizations, so long as such service does not adversely affect the Securities and Exchange Commission under Section 13 or 15(d) performance of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such companyservices and duties hereunder.

Performance of Services. Executive Pozez agrees to devote Executive’s full business time appropriate attention, skill and attention efforts to the performance of Executive’s duties and responsibilities his services under this Agreement, and shall use Executive’s his best efforts and discharge Executive’s duties his obligations hereunder to the best of Executive’s his ability for and on behalf of the Bancorp and Bank and toward its their successful operation. Executive Pozez agrees that, without the prior written consent of the BoardBoard of Bancorp and Bank, he will not during the Term, directly or indirectly, perform services for or obtain a financial or ownership interest in any other Entity (an “Outside Arrangement”) if such Outside Arrangement would interfere with the satisfactory performance of Executive’s his duties to the Bancorp and Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s his duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement. Executive Pozez represents that it is his good faith belief that as of the date hereof, he was not, directly or indirectly, performing services for or obtained a financial or ownership interest in any Outside Arrangement that would violate the preceding sentence. Except for such Outside Interests for which, directly or indirectly, he performs services or in which he has obtained a financial or ownership interest as of the date hereof, Pozez shall promptly notify the Board Chief Executive Officer of the Company and Bank and the Lead Director of the Company and Bank of any Outside ArrangementArrangement for which, directly or indirectly, he performs services or in which he obtains a financial or ownership interest, provide the Chief Executive Officer of the Company and Bank and the Lead Director of the Company and Bank with any written agreement in connection therewith and respond fully and promptly to any questions that the Board Chief Executive Officer of the Company and Bank and the Lead Director of the Company and Bank may ask with respect to any Outside Arrangement. If the Board determines Chief Executive Officer of the Company and Bank and the Lead Director of the Company and Bank determine that ExecutivePozez’s participation in an Outside Arrangement would interfere with Executive’s his satisfactory performance of Executive’s his duties to the Bancorp or Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s his duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement, Executive Pozez shall not undertake, or shall cease, such Outside Arrangement as soon as feasible after the Board Chief Executive Officer notifies him of such determination. Notwithstanding any provision hereof to the contrary, this Section 4.2 does not restrict ExecutivePozez’s right to (i) own securities of any Entity entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; , provided that Executive’s his total ownership constitutes less than two percent (2%) of the outstanding securities of such company.

Performance of Services. Executive agrees to devote Executive’s full substantially all his business time and attention to the performance of Executive’s his duties and responsibilities under this Agreement, and shall use Executive’s his best efforts and discharge Executive’s his duties to the best of Executive’s his ability for and on behalf of the Peoples Bank and toward its PFIS and their successful operationoperations. Executive shall comply with all laws, statutes, ordinances, rules and regulations relating to his employment and duties. During the Term, Executive shall not at any time or place directly or indirectly engage or agree to engage in any business or practice related to the banking business with or for any other Person to any extent whatsoever, other than to the extent required by the terms and conditions of this Agreement. Executive agrees thatthat while employed by Peoples Bank he will not, without the prior written consent of the BoardBoard of Directors of Peoples Bank, he will not during the Termengage, directly or indirectly, perform services for or obtain a financial or ownership interest interest, in any other Entity business, employment, consulting or similar arrangement, or other undertaking (an “Outside Arrangement”) if such Outside Arrangement would interfere with the satisfactory performance of Executive’s his duties to the BankPeoples Bank or PFIS, present a conflict of interest with the Peoples Bank and/or Bancorpor PFIS, breach Executive’s his duty of loyalty or fiduciary duties to the Peoples Bank and/or Bancorpof PFIS, or otherwise conflict with the provisions of this Agreement; provided, however, that Executive shall not be prevented from investing his assets in such form or manner as would not require any services on the part of Executive in the operation or the affairs of the entities in which such investments are made and provided such investments, or do not otherwise present a conflict of interest with Peoples Bank or PFIS. Executive shall promptly notify the Board of Directors of Peoples Bank of any Outside ArrangementArrangement and, upon request, provide the Board of Directors of Peoples Bank with any written agreement in connection therewith therewith. For the avoidance of doubt, the Boards of Directors of Peoples Bank and respond fully PFIS shall be deemed to have consented to the following Outside Arrangements as of the Effective Time: (i) Board member of Leadership Northeast, (ii) Board member of the Lackawanna Blind Association, (iii) Board member of the Pennsylvania Bankers Association, (iv) Advisory Board member of Penn State Worthington Scranton, a campus of the Pennsylvania State University, (v) Executive Committee’s Lay Advisory Committee member of the W▇▇▇▇▇-▇▇▇▇▇ Law & Library Association, (vi) lifetime member of Pennsylvania State University Alumni Association, (vii) President of Lackawanna Industrial Fund Enterprises (LIFE), and promptly to any questions that (viii) member of the Board may ask with respect to any Outside Arrangement. If the Board determines that Executive’s participation in an Outside Arrangement would interfere with Executive’s satisfactory performance of Executive’s duties to the Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement, Executive shall not undertake, or shall cease, such Outside Arrangement as soon as feasible after the Board notifies him of such determination. Notwithstanding any provision hereof to the contrary, this Section 4.2 does not restrict Executive’s right to own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) Directors of the Securities Exchange Act Greater Scranton Chamber of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) Commerce and the Executive Committee of the outstanding securities of such companyChamber.

Performance of Services. Executive ▇▇▇▇▇▇ agrees to devote Executive’s full business time appropriate attention, skill and attention efforts to the performance of Executive’s duties and responsibilities his services under this Agreement, and shall use Executive’s his best efforts and discharge Executive’s duties his obligations hereunder to the best of Executive’s his ability for and on behalf of the Bancorp and Bank and toward its their successful operation. Executive ▇▇▇▇▇▇ agrees that, without the prior written consent of the BoardChairman of the Board of Bancorp and Bank, he will not during the Term, directly or indirectly, perform services for or obtain a financial or ownership interest in any other Entity (an “Outside Arrangement”) if such Outside Arrangement would interfere with the satisfactory performance of Executive’s his duties to the Bancorp and Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s his duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement. Executive ▇▇▇▇▇▇ represents that it is his good faith belief that as of August 31, 2008 he was not, directly or indirectly, performing services for or obtained a financial or ownership interest in any Outside Arrangement that would violate the preceding sentence. Except for such Outside Interests for which, directly or indirectly, he performs services or in which he has obtained a financial or ownership interest as of August 31, 2008, ▇▇▇▇▇▇ shall promptly notify the Chairman of the Board of any Outside ArrangementArrangement for which, directly or indirectly, he performs services or in which he obtains a financial ownership interest, provide the Bank Chairman with any written agreement in connection therewith and respond fully and promptly to any questions that the Board Chairman may ask with respect to any Outside Arrangement. If the Board Chairman determines that Executive’s ▇▇▇▇▇▇’ participation in an Outside Arrangement would interfere with Executive’s his satisfactory performance of Executive’s his duties to the Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s his duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement, Executive ▇▇▇▇▇▇ shall not undertake, or shall cease, such Outside Arrangement as soon as feasible after the Board Chairman notifies him of such determination. Notwithstanding any provision hereof to the contrary, this Section 4.2 does not restrict Executive’s ▇▇▇▇▇▇’ right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; , provided that Executive’s his total ownership constitutes less than two percent (2%) of the outstanding securities of such company.