1999
DIRECTOR’S DEFERRED COMPENSATION PLAN
The name of the
plan is the Juniata Valley Bank and Juniata Valley Financial Corp.
Directors Deferred Compensation Plan (the “Plan”). Its
purpose is to provide its respective Directors with the opportunity
to defer receipt of their compensation to a future date. Juniata
Valley Bank and Juniata Valley Financial Corp. (the
“Sponsors”) have adopted this program in recognition of
the valuable services of its Directors and the desire to provide
them with additional flexibility in their personal financial
planning.
The Plan shall
be effective as of January 1, 1999.
Each Director
on the Sponsors’ Boards of Directors is eligible to
participate in the Plan. Any eligible individual who elects to
participate in the Plan is hereinafter referred to as a
“Participant”.
IV.
Administration of the Plan.
The Plan will
be administered by the Board of Directors of Juniata Valley
Financial Corp. The Board of Directors will have the right to
interpret the provisions of the Plan. However, no Participant may
partake in any decision which would specifically affect his or her
own deferral account.
V. Definition
of Compensation.
As used
throughout this document, the term “Compensation”
refers to the amount of Director’s fees a Participant
receives. A maximum of one hundred percent (100%) of a
Director’s compensation may be deferred under this
Plan.
VI. Election to
Participate.
(a) Any
eligible individual may irrevocably elect, prior to the beginning
of each calendar year, but no later than December 31 of the
preceding calendar year, to participate in the Plan and defer
receipt of all or part of the cash Compensation (as defined in
Section V) that would otherwise have been payable to him or
her, to a distribution date defined in Section VIII. A new
Participant may make an election with respect to future cash
Compensation, including cash Compensation earned in the first year
of eligibility, within thirty (30) days after becoming
eligible.
(b) The
election will be made on a written form called a “Notice of
Election” signed by the Participant and delivered to the
Board of Directors. This election will continue in effect for
future years in which the Participant is eligible to participate
unless the Participant submits a written request revoking or
revising his or her election on a Notice of Election
form.
Any revocation
or revised deferral election will be applicable only to
compensation the Participant may earn for services performed in the
future and will be effective as of January 1 of the year specified,
provided that the signed Notice of Election form has been received
by the Board of Directors by December 31 of the preceding
calendar year.
(c) Nothing in this Section VI
prevents a Participant from filing an election not to participate
for a calendar year and thereafter filing another election to
participate in the Plan for any subsequent calendar
year.
A deferred
compensation account will be established for each Participant as a
bookkeeping instrument. Credits will be made to a
Participant’s account on the same dates compensation would
have otherwise been paid to him or her currently. The deferred
compensation will be credited with interest, credited and
compounded quarterly, until distribution is made in full. The
interest rate for purposes of this Plan will be the current
interest rate of Juniata Valley Bank’s Floating IRA Savings
Program (updated quarterly).
VIII. Method of
Distribution of Deferred Compensation.
(a) If a
Participant who has not reached age fifty-five (55) resigns as
a Director of the Sponsors, he or she will be paid his or her
account balance in one lump sum as soon as administratively
convenient. If a
Participant,
age 55 or older, resigns as Director of the Sponsors’ Trust,
he or she will be paid his or her account balance in approximately
equal semi-annual payments over ten (10) years commencing on
the earlier of January 1 or July 1 coinciding with or next
following the date of resignation.
(b) Cash
amounts held pending distribution shall continue to accrue interest
as provided in Section VII until the date of distribution. Any
tax required by any governmental authority to be withheld shall be
deducted from each distribution under the Plan.
(c) The
semi-annual installments will be made on the business day
coinciding with or next following January 1 and July 1.
IX. Change in
Distribution Schedule.
(a) In the
event of the death of a Participant before full payment of
Participant’s account balance has been made, the Board of
Directors shall pay the remaining balance of any deferred amount in
one lump sum to the individual designated as Primary Beneficiary on
the latest executed “Notice of Change of Beneficiary”
form on file. If the Primary Beneficiary designated on the latest
executed “Notice of Change of Beneficiary” form is no
longer living, the Board of Directors shall pay the remaining
balance of any deferred amo
