þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Pennsylvania | 23-2235254 | |
(State or other jurisdiction of
incorporation or organization) |
(IRS Employer Identification No.) | |
Bridge and Main Streets, PO Box 66
Mifflintown, PA |
17059-0066 | |
(Address of principal executive offices) | (Zip Code) |
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
| the applicable regulatory agency to assess an institutions record of meeting the credit needs of its community; | ||
| public disclosure of an institutions CRA rating; and | ||
| that the applicable regulatory agency provides a written evaluation of an institutions CRA performance utilizing a four-tiered descriptive rating system. |
218 Bridge Street, Mifflintown, Pennsylvania (its corporate headquarters)
Butcher Shop Road, Mifflintown, Pennsylvania (financial center)
301 Market Street, Port Royal, Pennsylvania (branch office)
Corner of Main and School Streets, McAlisterville, Pennsylvania (branch office)
Four North Market Street, Millerstown, Pennsylvania (branch office)
Main Street, Blairs Mills, Pennsylvania (branch office)
Monument Square, Lewistown, Pennsylvania (branch office)
20 Prince Street, Reedsville, Pennsylvania (branch office)
100 West Water Street, Lewistown, Pennsylvania (branch office)
302 South Logan Boulevard, Burnham, Pennsylvania (branch office)
Main Street, Richfield, Pennsylvania (branch office)
Juniata Valley Shopping Plaza, RR4, Mifflintown, Pennsylvania (lease expires December 31, 2012)
Wal-Mart Supercenter, Lewistown, Pennsylvania (lease expires October 2011)
Financial Services Office
129 South Main Street, Lewistown, Pennsylvania (lease expires November 2014)
Loan Production Office
1525 Science Street, State College, Pennsylvania (lease renews monthly)
Total Number of
Shares Purchased as
Maximum Number of
Total Number
Average
Part of Publicly
Shares that May Yet Be
of Shares
Price Paid
Announced Plans or
Purchased Under the
Period
Purchased
per Share
Programs
Plans or Programs
21,100
$
20.76
21,100
95,066
3,575
20.63
3,575
91,491
91,491
24,675
24,675
91,491
Period Ending
Index
12/31/02
12/31/03
12/31/04
12/31/05
12/31/06
12/31/07
100.00
121.91
156.70
187.65
169.50
172.88
100.00
131.06
146.71
155.69
180.16
189.42
100.00
135.15
141.44
140.63
144.29
135.59
*
Juniata Valley Peer Group consists of ACNB Corporation, Citizens & Northern Corporation, Codorus
Valley Bancorp, Inc.,
Columbia Financial Corp., Community Banks, Inc. (acquired 11/2007 by Susquehanna Bancshares),
Fidelity D&D Bancorp, Inc.,
PennRock Financial Services Corp.(acquired 7/1/2005 by Community Banks, Inc., then acquired
11/2007 by Susquehanna Bancshares),
and Union National Financial Corp.
Juniata Valley Financial Corp.
Mifflintown, Pennsylvania
/s/ Beard Miller Company LLP
Lancaster, Pennsylvania
March 13, 2008
Number of securities
Number of
remaining available
securities to be
for future issuance
issued upon exercise
Weighted average
under equity
of outstanding
exercise price of
compensation plans
options, warrants
outstanding options,
(excluding securities
and rights
warrants and rights
reflected in column a)
Plan Category
a
b
c
79,512
$
18.31
555,425
79,512
$
18.31
555,425
(i)
Report of Independent Registered Public Accounting Firm
(ii)
Consolidated Statements of Financial Condition as of December 31,
2007 and December 31, 2006
(iii)
Consolidated Statements of Income for the fiscal years ended
December 31, 2007, December 31, 2006 and December 31, 2005
(iv)
Consolidated Statements of Cash Flows for the fiscal years ended
December 31, 2007, December 31, 2006and December 31, 2005
(v)
Consolidated Statements of Stockholders Equity for the fiscal years
ended December 31, 2007, December 31, 2006 and December 31, 2005
(vi)
Notes to Consolidated Financial Statements
Amended and Restated Articles of Incorporation (incorporated by reference to
Exhibit 4.1 to the Companys Form S-3 registration statement no. 333-129023
filed with the SEC on October 14, 2005)
Bylaws (incorporated by reference to Exhibit 3.2 to the Companys report on
Form 8-K filed with the SEC on December 21, 2007)
1982 Directors Deferred Compensation Agreement for A. Jerome Cook,
(incorporated by reference to Exhibit 10.1 to the Companys report on Form 10-K
filed with the SEC on March 28, 2003)*
1983 Directors Deferred Compensation Agreement for John A. Renninger
(incorporated by reference to Exhibit 10.3 to the Companys report on Form 10-K
filed with the SEC on March 28, 2003)*
1986 Directors Deferred Compensation Agreement for A. Jerome Cook (incorporated
by reference to Exhibit 10.4 to the Companys report on Form 10-K filed with
the SEC on March 28, 2003)*
1987 Directors Deferred Compensation Agreement for John A. Renninger
(incorporated by reference to Exhibit 10.6 to the Companys report on Form 10-K
filed with the SEC on March 28, 2003)*
1991 Directors Deferred Compensation Agreement for A. Jerome Cook (incorporated
by reference to Exhibit 10.7 to the Companys report on Form 10-K filed with
the SEC on March 28, 2003)*
1992 Directors Deferred Compensation Agreement for John A. Renninger
(incorporated by reference to Exhibit 10.8 to the Companys report on Form 10-K
filed with the SEC on March 28, 2003)*
1992 Directors Deferred Compensation Agreement for Ronald H. Witherite
(incorporated by reference to Exhibit 10.9 to the Companys report on Form 10-K
filed with the SEC on March 28, 2003)*
1993 Directors Deferred Compensation Agreement for Dale G. Nace (incorporated
by reference to Exhibit 10.10 to the Companys report on Form 10-K filed with
the SEC on March 28, 2003)*
1988 Retirement Program for Directors (incorporated by reference to Exhibit
10.11 to the Companys report on Form 10-K filed with the SEC on March 28,
2003)*
1999 Directors Deferred Compensation Agreement (incorporated by reference to
Exhibit 10.12 to the Companys report on Form 10-K filed with the SEC on March
28, 2003)*
Director Supplemental Life Insurance/ Split Dollar Plan (incorporated by
reference to Exhibit 10.13 to the Companys report on Form 10-K filed with the
SEC on March 28, 2003)*
2001 Directors Retirement Agreement. Incorporated by reference to Exhibit 10.14
to the Companys report on Form 10-K filed with the SEC on March 28, 2003)*
2004 Executive Annual Incentive Plan (incorporated by reference to Exhibit
10.15 to the Companys report on Form 10-K filed with the SEC on March 16,
2005)*
Employment Agreement with Francis Evanitsky (incorporated by reference to
Exhibit 10 to the Companys report on Form 8-K filed with the SEC on June 14,
2005)*
Change of Control Severance Agreement with JoAnn N. McMinn (incorporated by
reference to Exhibit 10 to the Companys report on Form 10-Q filed with the SEC
on November 8, 2005).*
Salary Continuation Agreement with Francis J. Evanitsky (incorporated by
reference to Exhibit 10.18 to the Companys report on Form 10-K filed with the
SEC on March 16, 2006)*
Salary Continuation Agreement with JoAnn N. McMinn*
Salary Continuation Agreement with Marcie A. Barber*
Excerpts from 2007 Annual Report to Shareholders
Subsidiaries of Juniata Valley Financial Corp.
Consent of Beard Miller Company LLP
Rule 13a-4(d) Certification of Francis J. Evanitsky, the Chief Executive Officer
Rule 13a-4(d) Certification of JoAnn N. McMinn, the Chief Financial Officer
Section 1350 Certification of Francis J. Evanitsky, the Chief Executive Officer
Section 1350 Certification of JoAnn N. McMinn, the Chief Financial Officer
*
Denotes a compensatory plan.
Date: March 14, 2008
/s/ Francis J. Evanitsky
Director, President and Chief Executive Officer
March 14, 2008
March 14, 2008
March 14, 2008
March 14, 2008
March 14, 2008
March 14, 2008
March 14, 2008
March 14, 2008
March 14, 2008
March 14, 2008
March 14, 2008
March 14, 2008
March 14, 2008
March 14, 2008
March 14, 2008
1.1 | Beneficiary means each designated person or entity, or the estate of the deceased Executive, entitled to any benefits upon the death of the Executive pursuant to Article 4. | |
1.2 | Beneficiary Designation Form means the form established from time to time by the Plan Administrator that the Executive completes, signs and returns to the Plan Administrator to designate one or more Beneficiaries. | |
1.3 | Board means the Board of Directors of the Bank as from time to time constituted. | |
1.4 | Change in Control means a change in the ownership or effective control of the Bank, or in the ownership of a substantial portion of the assets of the Bank, as such change is defined in Code Section 409A and regulations thereunder. | |
1.5 | Code means the Internal Revenue Code of 1986, as amended, and all regulations and guidance thereunder, including such regulations and guidance as may be promulgated after the Effective Date. | |
1.6 | Corporation means The Juniata Valley Financial Corp. | |
1.7 | Disability means the Executive: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees or directors of the Bank. Medical determination of |
Disability may be made by either the Social Security Administration or by the provider of disability insurance covering employees or directors of the Bank provided that the definition of disability applied under such insurance program complies with the requirements of the preceding sentence. Upon the request of the Plan Administrator, the Executive must submit proof to the Plan Administrator of the Social Security Administrations or the providers determination. |
1.8 | Early Retirement Age means the earlier of : (1) the date the Executive reaches age fifty-five (55) or older with twenty (20) or more Years of Service, or (2) age sixty-two (62). | |
1.9 | Early Retirement Date means the month, day and year in which Early Retirement occurs. | |
1.10 | Early Termination means the Executives Separation from Service before attainment of Normal Retirement Age except reasons other than death, Disability, Termination for Cause or following a Change in Control. | |
1.11 | Effective Date means November 1, 2007 . | |
1.12 | Normal Retirement Age means the Executives age sixty-five (65). | |
1.13 | Normal Retirement Date means the later of Normal Retirement Age or Separation from Service. | |
1.14 | Plan Administrator means the Board or such committee or person as the Board shall appoint. | |
1.15 | Plan Year means each twelve (12) month period commencing on February 1 and ending on January 31 of each year. The initial Plan Year shall commence on the Effective Date of this Agreement and end on the following January 31. | |
1.16 | Schedule A means the schedule attached to this Agreement and made a part hereof. Schedule A shall be updated upon a change in any of the benefits under Articles 2 or 3. | |
1.17 | Separation from Service means termination of the Executives employment with the Bank for reasons other than death or Disability. Whether a Separation from Service has occurred is determined in accordance with the requirements of Code Section 409A based on whether the facts and circumstances indicate that the Bank and Executive reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Executive would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding thirty-six (36) month period (or the full period of services to the Bank if the Executive has been providing services to the Bank less than thirty-six (36) months). |
1.18 | Specified Employee means a key employee (as defined in Section 416(i) of the Code without regard to paragraph 5 thereof) of the Bank if any stock of the Bank is publicly traded on an established securities market or otherwise. | |
1.19 | Termination for Cause means Separation from Service for: |
(a) | Gross negligence or gross neglect of duties to the Bank; | ||
(b) | Conviction of a felony or of a gross misdemeanor involving moral turpitude in connection with the Executives employment with the Bank; or | ||
(c) | Fraud, disloyalty, dishonesty or willful violation of any law or significant Bank policy committed in connection with the Executives employment and resulting in a material adverse effect on the Bank. |
1.20 | Years of Service means the total number of continuous years of employment with the Corporation or any of its subsidiaries, inclusive of any years of employment with Lewistown Trust Company and inclusive of any approved leaves of absences. |
2.1 | Normal Retirement Annual Benefit . Upon the Executives Separation from Service after attaining Normal Retirement Age for reasons other than death, the Bank shall distribute to the Executive the benefit described in this Section 2.1 in lieu of any other benefit under this Article. |
2.1.1 | Amount of Benefit . The Annual Normal Retirement Benefit under this Section 2.1 is Sixteen Thousand ($16,000). The Bank may increase the annual benefit under this Section 2.1 at the sole and absolute discretion of the Banks Board of Directors at any time prior to the Normal Retirement Date. Any increase in the annual benefit shall require the recalculation of all the amounts on Schedule A attached hereto. | ||
2.1.2 | Distribution of Benefit . The Bank shall distribute the annual benefit to the Executive in twelve (12) equal monthly installments commencing on the first day of the month following the Normal Retirement Date. The annual benefit shall be distributed to the Executive for fifteen (15) years. |
2.2 | Early Retirement Annual Benefit . Upon Termination of Employment on or after Early Retirement Age, but before Normal Retirement Age, the Bank shall distribute to the Executive the benefit described in this Section 2.2 in lieu of any other benefit under this Article. |
2.2.1 | Amount of Benefit . The benefit under this Section 2.2 is the Early Retirement Annual Benefit amount set forth in Schedule A for the Plan Year ended immediately prior to the Early Retirement Date. |
2.2.2 | Distribution of Benefit . The Bank shall distribute the annual benefit to the Executive in twelve (12) equal monthly installments commencing on the first day of the month following the Early Retirement Date. The annual benefit shall be distributed to the Executive for fifteen (15) years. |
2.3 | Early Termination Benefit . If the Executive terminates employment prior to Early Retirement Age, the Executive will not be entitled to a benefit under this Agreement. | |
2.4 | Disability Benefit . If the Executive experiences a Disability prior to Normal Retirement Age, the Bank shall distribute to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Article. |
2.4.1 | Amount of Benefit . The benefit under this Section 2.4 is the Disability Annual Benefit amount set forth in Schedule A for the Plan Year ending immediately prior to the occurrence of such Disability. | ||
2.4.2 | Distribution of Benefit . The Bank shall distribute the benefit to the Executive in twelve (12) equal monthly installments commencing on the first day of the month following Normal Retirement Age. The annual benefit shall be distributed to the Executive for fifteen (15) years. |
2.5 | Change in Control Benefit . If the Executive is in the active service of the Bank at the time of a Change in Control, and does not resign his employment with the Bank prior to the consummation of the transaction which constitutes the Change in Control, the Bank shall pay to the Executive the benefit described in this Section 2.5 in lieu of any other benefit under this Agreement after Separation from Service. |
2.5.1 | Amount of Benefit . The benefit is the Change in Control Annual Benefit amount set forth in Schedule A for the Plan Year ended immediately prior to the Plan Year in which Separation from Service occurs. | ||
2.5.2 | Distribution of Benefit . The Bank shall distribute the annual benefit to the Executive in twelve (12) equal monthly installments commencing on the first day of the month following Separation from Service. The annual benefit shall be distributed to the Executive for fifteen (15) years. |
2.6 | Restriction on Timing of Distributions . Notwithstanding any provision of this Agreement to the contrary, if the Executive is considered a Specified Employee at Termination of Employment under such procedures as established by the Bank in accordance with Section 409A of the Code, benefit distributions that are made upon Termination of Employment may not commence earlier than six (6) months after the date of such Termination of Employment. Therefore, in the event this Section 2.6 is applicable to the Executive, any distribution which would otherwise be paid to the Executive within the first six months following the Termination of Employment shall be accumulated and paid to the Executive in a lump sum on the first day of the seventh |
month following the Termination of Employment. All subsequent distributions shall be paid in the manner specified. |
2.7 | Distributions Upon Income Inclusion Under Section 409A of the Code . Upon the inclusion of any amount into the Executives income as a result of the failure of this non-qualified deferred compensation plan to comply with the requirements of Section 409A of the Code, to the extent such tax liability can be covered by the entire amount accrued by the Bank with respect to the Banks obligations hereunder, a distribution shall be made as soon as is administratively practicable following the discovery of the plan failure. | |
2.8 | Change in Form or Timing of Distributions . All changes in the form or timing of distributions hereunder must comply with the following requirements. The changes: |
(a) | may not accelerate the time or schedule of any distribution, except as provided in Section 409A of the Code and the regulations thereunder; | ||
(b) | must, for benefits distributable under Section 2.4, be made at least twelve (12) months prior to the first scheduled distribution; | ||
(c) | must, for benefits distributable under Sections 2.1, 2.2 and 2.5, delay the commencement of distributions for a minimum of five (5) years from the date the first distribution was originally scheduled to be made; and | ||
(d) | must take effect not less than twelve (12) months after the election is made. |
3.1 | Death During Active Service . If the Executive dies prior to Separation from Service or Disability, the Bank shall distribute to the Beneficiary the benefit described in this Section 3.1. This benefit shall be distributed in lieu of any benefit under Article 2. |
3.1.1 | Amount of Benefit . The benefit under this Section 3.1 is the Annual Death Benefit for the Plan Year prior to death as set forth on Schedule A. | ||
3.1.2 | Distribution of Benefit . The Bank shall distribute the annual benefit to the Beneficiary in twelve (12) equal monthly installments commencing on the first day of the month following the Executives death. The annual benefit shall be distributed to the Executive for fifteen (15) years. |
3.2 | Death During Distribution of a Benefit . If the Executive dies after any benefit distributions under Article 2 have commenced under this Agreement but before receiving all such distributions, the Bank shall distribute to the Beneficiary the remaining benefits at the same time and in the same amounts they would have been distributed to the Executive had the Executive survived. |
3.3 | Death Before Benefit Distributions Commence . If the Executive is entitled to benefit distributions under Article 2 of this Agreement but dies prior to the date that |
commencement of said benefit distributions are scheduled to be made under this Agreement, the Bank shall distribute to the Beneficiary the same benefits to which the Executive was entitled prior to death, except that the benefit distributions shall commence upon the death of the Executive. |
4.1 | In General . The Executive shall have the right, at any time, to designate a Beneficiary to receive any benefit distributions under this Agreement upon the death of the Executive. The Beneficiary designated under this Agreement may be the same as or different from the beneficiary designated under any other plan of the Bank in which the Executive participates. | |
4.2 | Designation . The Executive shall designate a Beneficiary by completing and signing the Beneficiary Designation Form and delivering it to the Plan Administrator or its designated agent. If the Executive names someone other than the Executives spouse as a Beneficiary, the Plan Administrator may, in its sole discretion, determine that spousal consent is required to be provided in a form designated by the Plan Administrator, executed by the Executives spouse and returned to the Plan Administrator. The Executives beneficiary designation shall be deemed automatically revoked if the Beneficiary predeceases the Executive or if the Executive names a spouse as Beneficiary and the marriage is subsequently dissolved. The Executive shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Plan Administrators rules and procedures. Upon the acceptance by the Plan Administrator of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be cancelled. The Plan Administrator shall be entitled to rely on the last Beneficiary Designation Form filed by the Executive and accepted by the Plan Administrator prior to the Executives death. | |
4.3 | Acknowledgment . No designation or change in designation of a Beneficiary shall be effective until received, accepted and acknowledged in writing by the Plan Administrator or its designated agent. | |
4.4 | No Beneficiary Designation . If the Executive dies without a valid beneficiary designation, or if all designated Beneficiaries predecease the Executive, then the Executives spouse shall be the designated Beneficiary. If the Executive has no surviving spouse, any benefit shall be paid to the Executives estate. | |
4.5 | Facility of Distribution . If the Plan Administrator determines in its discretion that a benefit is to be distributed to a minor, to a person declared incompetent or to a person incapable of handling the disposition of that persons property, the Plan Administrator may direct distribution of such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Plan Administrator may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Any distribution of a benefit |
shall be a distribution for the account of the Executive and the Beneficiary, as the case may be, and shall completely discharge any liability under this Agreement for such distribution amount. |
5.1 | Excess Parachute or Golden Parachute Payment . Notwithstanding any provision of this Agreement to the contrary, the Bank shall not distribute any benefit under this Agreement to the extent the benefit would be an excess parachute payment under Section 280(G) of the Code or would be a prohibited golden parachute payment pursuant to 12 C.F.R. §359.2 and for which the appropriate federal banking agency has not given written consent to pay pursuant to 12 C.C.R. §359.4. | |
5.2 | Removal . Notwithstanding any provision of this Agreement to the contrary, the Bank shall not distribute any benefit under this Agreement if the Executive is subject to a final removal or prohibition order issued by an appropriate federal banking agency pursuant to Section 8(e) of the Federal Deposit Insurance Act. Notwithstanding anything herein to the contrary, any payments made to the Executive pursuant to this Agreement, or otherwise, shall be subject to and conditioned upon compliance with 12 U.S.C. 1828 and FDIC Regulation 12 CFR Part 359, Golden Parachute Indemnification Payments and any other regulations or guidance promulgated thereunder. | |
5.3 | Suicide or Misstatement . No benefit shall be distributed if the Executive commits suicide within two (2) years after the Effective Date, or if an insurance company which issued a life insurance policy covering the Executive and owned by the Bank denies coverage (i) for material misstatements of fact made by the Executive on an application for such life insurance, or (ii) for any other reason. | |
5.4 | Non-compete Provision . The Executive shall forfeit any non-distributed benefits under this Agreement if during the term of this Agreement and within thirty (36) months following a Separation from Service, the Executive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of one percent (1%) or less in the stock of a publicly-traded company): |
(i) | becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution, as that term is defined in the Gramm-Leach-Bailey Act of 1999, Pub. L. 106-102 that has its main office, a branch office, or conducts any business within a forty (40) mile radius of Mifflintown, Pennsylvania; or | ||
(ii) | participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or |
permanent basis, any individual who was employed by the Corporation or any of its subsidiaries during the three (3) year period immediately prior to the termination of the Executives employment; or |
(iii) | assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Corporation or any of its subsidiaries or transaction involving the Corporation or any of its subsidiaries; | ||
(iv) | sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Corporation or any of its subsidiaries (the preceding hereinafter referred to as Services), to or from any person or entity from whom the Executive or the Corporation or any of its subsidiaries, to the knowledge of the Executive provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to the termination of the Executives employment; | ||
(v) | divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the Corporation or any of its subsidiaries, to the knowledge of the Executive, including, but not limited to, the names and addresses of customers or prospective customers, of the Corporation or any of its subsidiaries, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the Corporation or any of its subsidiaries, earnings or other information concerning the Corporation or any of its subsidiaries. The restrictions contained in this subparagraph (v) apply to all information regarding the Corporation or any of its subsidiaries, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Executive. | ||
5.4.1 | Judicial Remedies . In the event of a breach or threatened breach by the Executive of any provision of these restrictions, the Executive recognizes the substantial and immediate harm that a breach or threatened breach will impose upon the Corporation or any of its subsidiaries, and further recognizes that in such event monetary damages may be inadequate to fully protect the Corporation or any of its subsidiaries. Accordingly, in the event of a breach or threatened breach of these restrictions, the Executive consents to the Corporation or any of its subsidiaries entitlement to such ex parte , preliminary, interlocutory, temporary or permanent injunctive, or any other equitable relief, protecting and fully enforcing the Corporation or any of its subsidiaries rights hereunder and preventing the Executive from further breaching any of his obligations set forth herein. Nothing |
herein shall be construed as prohibiting the Corporation or any of its subsidiaries from pursuing any other remedies available to the Corporation or any of its subsidiaries at law or in equity for such breach or threatened breach, including the recovery of damages from the Executive. The Executive expressly acknowledges and agrees that: (i) the restrictions set forth in Section 5.4 hereof are reasonable, in terms of scope, duration, geographic area, and otherwise, (ii) the protections afforded the Corporation or any of its subsidiaries in Section 5.4 hereof are necessary to protect its legitimate business interest, (iii) the restrictions set forth in Section 5.4 hereof will not be materially adverse to the Executives employment with the Corporation or any of its subsidiaries, and (iv) his agreement to observe such restrictions forms a material part of the consideration for this Agreement. |
5.4.2 | Overbreadth of Restrictive Covenant . It is the intention of the parties that if any restrictive covenant in this Agreement is determined by a court of competent jurisdiction to be overly broad, then the court should enforce such restrictive covenant to the maximum extent permitted under the law as to area, breadth and duration. |
5.5 | Change in Control . The forfeiture provision detailed in Section 5.4 hereof shall not be enforceable following a Change in Control. |
6.1 | Plan Administrator Duties . The Plan Administrator shall administer this Agreement according to its express terms and shall also have the discretion and authority to (i) make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Agreement and (ii) decide or resolve any and all questions, including interpretations of this Agreement, as may arise in connection with this Agreement to the extent the exercise of such discretion and authority does not conflict with Code Section 409A. | |
6.2 | Agents . In the administration of this Agreement, the Plan Administrator may employ agents and delegate to them such administrative duties as the Plan Administrator sees fit, including acting through a duly appointed representative, and may from time to time consult with counsel who may be counsel to the Bank. | |
6.3 | Binding Effect of Decisions . Any decision or action of the Plan Administrator with respect to any question arising out of or in connection with the administration, interpretation or application of this Agreement and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in this Agreement. | |
6.4 | Indemnity of Plan Administrator . The Bank shall indemnify and hold harmless the Plan Administrator against any and all claims, losses, damages, expenses or liabilities arising |
from any action or failure to act with respect to this Agreement, except in the case of willful misconduct by the Plan Administrator. |
6.5 | Bank Information . To enable the Plan Administrator to perform its functions, the Bank shall supply full and timely information to the Plan Administrator on all matters relating to the date and circumstances of the Executives death, Disability or Separation from Service, and such other pertinent information as the Plan Administrator may reasonably require. | |
6.6 | Annual Statement . The Plan Administrator shall provide to the Executive, within one hundred twenty (120) days after the end of each Plan Year, a statement setting forth the benefits to be distributed under this Agreement. |
7.1 | Claims Procedure . An Executive or Beneficiary (claimant) who has not received benefits under this Agreement that he or she believes should be distributed shall make a claim for such benefits as follows: |
7.1.1 | Initiation Written Claim . The claimant initiates a claim by submitting to the Plan Administrator a written claim for the benefits. If such a claim relates to the contents of a notice received by the claimant, the claim must be made within sixty (60) days after such notice was received by the claimant. All other claims must be made within one hundred eighty (180) days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the claimant. | ||
7.1.2 | Timing of Plan Administrator Response . The Plan Administrator shall respond to such claimant within ninety (90) days after receiving the claim. If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional ninety (90) days by notifying the claimant in writing, prior to the end of the initial ninety (90) day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Plan Administrator expects to render its decision. | ||
7.1.3 | Notice of Decision . If the Plan Administrator denies part or all of the claim, the Plan Administrator shall notify the claimant in writing of such denial. The Plan Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth: |
(a) | The specific reasons for the denial; |
(b) | A reference to the specific provisions of this Agreement on which the denial is based; | ||
(c) | A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed; | ||
(d) | An explanation of this Agreements review procedures and the time limits applicable to such procedures; and | ||
(e) | A statement of the claimants right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review. |
7.2 | Review Procedure . If the Plan Administrator denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Plan Administrator of the denial as follows: |
7.2.1 | Initiation Written Request . To initiate the review, the claimant, within sixty (60) days after receiving the Plan Administrators notice of denial, must file with the Plan Administrator a written request for review. | ||
7.2.2 | Additional Submissions Information Access . The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Plan Administrator shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimants claim for benefits. | ||
7.2.3 | Considerations on Review . In considering the review, the Plan Administrator shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. | ||
7.2.4 | Timing of Plan Administrator Response . The Plan Administrator shall respond in writing to such claimant within sixty (60) days after receiving the request for review. If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional sixty (60) days by notifying the claimant in writing, prior to the end of the initial sixty (60) day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Plan Administrator expects to render its decision. | ||
7.2.5 | Notice of Decision . The Plan Administrator shall notify the claimant in writing of its decision on review. The Plan Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth: |
(a) | The specific reasons for the denial; |
(b) | A reference to the specific provisions of this Agreement on which the denial is based; | ||
(c) | A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimants claim for benefits; and | ||
(d) | A statement of the claimants right to bring a civil action under ERISA Section 502(a). |
8.1 | Amendments . This Agreement may be amended only by a written agreement signed by the Bank and the Executive. However, the Bank may unilaterally amend this Agreement to conform with written directives to the Bank from its auditors or banking regulators or to comply with legislative changes or tax law, including without limitation Section 409A of the Code and any and all Treasury regulations and guidance promulgated thereunder. | |
8.2 | Plan Termination Generally . This Agreement may be terminated only by a written agreement signed by the Bank and the Executive. The benefit hereunder shall be the entire amount accrued by the Bank with respect to the Banks obligations hereunder as of the date the Agreement is terminated. Except as provided in Section 8.3, the termination of this Agreement shall not cause a distribution of benefits under this Agreement. Rather, after such termination benefit distributions will be made at the earliest distribution event permitted under Article 2 or Article 3. | |
8.3 | Plan Terminations Under Section 409A . Notwithstanding anything to the contrary in Section 7.2, if this Agreement terminates in the following circumstances: |
(a) | Within thirty (30) days before or twelve (12) months after a Change of Control, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Banks arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; | ||
(b) | Upon the Banks dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executives gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or | ||
(c) | Upon the Banks termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (Similar Arrangements), provided that (i) the termination and liquidation does not occur |
proximate to a downturn in the financial health of the Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Bank does not adopt any new arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date the Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; |
9.1 | Binding Effect . This Agreement shall bind the Executive and the Bank and their beneficiaries, survivors, executors, administrators and transferees. | |
9.2 | No Guarantee of Employment . This Agreement is not a contract for employment. It does not give the Executive the right to remain as an employee of the Bank nor interfere with the Banks right to discharge the Executive. It does not require the Executive to remain an employee nor interfere with the Executives right to terminate employment at any time. | |
9.3 | Non-Transferability . Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner. | |
9.4 | Tax Withholding and Reporting . The Bank shall withhold any taxes that are required to be withheld, including but not limited to taxes owed under Code Section 409A from the benefits provided under this Agreement. The Executive acknowledges that the Banks sole liability regarding taxes is to forward any amounts withheld to the appropriate taxing authorities. The Bank shall satisfy all applicable reporting requirements, including those under Code Section 409A. | |
9.5 | Applicable Law . This Agreement and all rights hereunder shall be governed by the laws of the Commonwealth of Pennsylvania except to the extent preempted by the laws of the United States of America. | |
9.6 | Unfunded Arrangement . The Executive and the Beneficiary are general unsecured creditors of the Bank for the distribution of benefits under this Agreement. The benefits represent the mere promise by the Bank to distribute such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors. Any insurance on the Executives life or other informal funding asset is a general asset of the Bank to which the Executive and Beneficiary have no preferred or secured claim. |
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The Juniata Valley Bank | |||
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Mifflintown, PA 17059
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9.14 | Deduction Limitation on Benefit Payments . If the Bank reasonably anticipates that the Banks deduction with respect to any distribution under this Agreement would be limited or eliminated by application of Code Section 162(m), then to the extent deemed necessary by the Bank to ensure that the entire amount of any distribution from this Agreement is deductible, the Bank may delay payment of any amount that would otherwise be distributed under this Agreement. The delayed amounts shall be distributed to the Executive (or the Beneficiary in the event of the Executives death) at the earliest date the Bank reasonably anticipates that the deduction of the payment of the amount will not be limited or eliminated by application of Code Section 162(m). | |
9.15 | Compliance with Section 409A . This Agreement shall be interpreted and administered consistent with Code Section 409A. |
EXECUTIVE
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/s/ JoAnn McMinn
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By: | /s/ Francis J. Evanitsky | ||||||
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| Please PRINT CLEARLY or TYPE the names of the beneficiaries. | ||
| To name a trust as Beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement. | ||
| To name your estate as Beneficiary, please write Estate of [your name] . | ||
| Be aware that none of the contingent beneficiaries will receive anything unless ALL of the primary beneficiaries predecease you. |
Name:
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JoAnn McMinn | |||||||
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Signature:
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Early Retirement | Disability | Change in Control | Pre-retire. | |||||||||||||||||||||||||||||||||||||
Birth Date: 11/21/1952 | 11/21/2014 | Death | ||||||||||||||||||||||||||||||||||||||
Plan Anniversary Date: 2/1/2008 | Annual Benefit 2 | Annual Benefit 2 | Annual Benefit 2 | Benefit | ||||||||||||||||||||||||||||||||||||
Normal Retirement: 11/21/2017, Age 65 | Amount Payable at | Amount Payable at | Amount Payable at | Annual 2 | ||||||||||||||||||||||||||||||||||||
Normal Retirement Payment: Monthly for 15 years | Separation from Service | Normal Retirement Age | Separation from Service | Benefit | ||||||||||||||||||||||||||||||||||||
Discount | Benefit | Account | Based On | Based On | Based On | Based On | ||||||||||||||||||||||||||||||||||
Values | Rate | Level | Value | Vesting | Account Value | Vesting | Account Value | Vesting | Account Value | Benefit | ||||||||||||||||||||||||||||||
as of | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | (9) | (10) | ||||||||||||||||||||||||||||||
Nov 2007
1
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16,000 | 0 | % | 0 | 100 | % | 0 | 100 | % | 0 | 16,000 | |||||||||||||||||||||||||||||
Jan 2008
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6.00 | % | 16,000 | 2,889 | 0 | % | 0 | 100 | % | 524 | 100 | % | 291 | 16,000 | ||||||||||||||||||||||||||
Jan 2009
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6.00 | % | 16,000 | 14,889 | 0 | % | 0 | 100 | % | 2,545 | 100 | % | 1,500 | 16,000 | ||||||||||||||||||||||||||
Jan 2010
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6.00 | % | 16,000 | 27,629 | 0 | % | 0 | 100 | % | 4,449 | 100 | % | 2,784 | 16,000 | ||||||||||||||||||||||||||
Jan 2011
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6.00 | % | 16,000 | 41,155 | 0 | % | 0 | 100 | % | 6,242 | 100 | % | 4,147 | 16,000 | ||||||||||||||||||||||||||
Jan 2012
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6.00 | % | 16,000 | 55,515 | 0 | % | 0 | 100 | % | 7,931 | 100 | % | 5,594 | 16,000 | ||||||||||||||||||||||||||
Jan 2013
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6.00 | % | 16,000 | 70,760 | 0 | % | 0 | 100 | % | 9,522 | 100 | % | 7,130 | 16,000 | ||||||||||||||||||||||||||
Jan 2014
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6.00 | % | 16,000 | 86,946 | 0 | % | 0 | 100 | % | 11,020 | 100 | % | 8,761 | 16,000 | ||||||||||||||||||||||||||
Jan 2015
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6.00 | % | 16,000 | 104,131 | 100 | % | 10,492 | 100 | % | 12,431 | 100 | % | 10,492 | 16,000 | ||||||||||||||||||||||||||
Jan 2016
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6.00 | % | 16,000 | 122,375 | 100 | % | 12,330 | 100 | % | 13,760 | 100 | % | 12,330 | 16,000 | ||||||||||||||||||||||||||
Jan 2017
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6.00 | % | 16,000 | 141,744 | 100 | % | 14,282 | 100 | % | 15,012 | 100 | % | 14,282 | 16,000 | ||||||||||||||||||||||||||
Nov 2017
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6.00 | % | 16,000 | 158,795 | 100 | % | 16,000 | 100 | % | 16,000 | 100 | % | 16,000 | 16,000 | ||||||||||||||||||||||||||
1 | The first line reflects just the initial values as of November 1, 2007. | |
2 | The annual benefit amount will be distributed in 12 equal monthly payments for a total of 180 monthly payments. | |
* | IF THERE IS A CONFLICT IN ANY TERMS OR PROVISIONS BETWEEN THIS SCHEDULE A AND THE AGREEMENT, THE TERMS AND PROVISIONS OF THE AGREEMENT SHALL PREVAIL. IF A TRIGGERING EVENT OCCURS, REFER TO THE AGREEMENT TO DETERMINE THE ACTUAL BENEFIT AMOUNT BASED ON THE DATE OF THE EVENT. |
1.1 | Beneficiary means each designated person or entity, or the estate of the deceased Executive, entitled to any benefits upon the death of the Executive pursuant to Article 4. | |
1.2 | Beneficiary Designation Form means the form established from time to time by the Plan Administrator that the Executive completes, signs and returns to the Plan Administrator to designate one or more Beneficiaries. | |
1.3 | Board means the Board of Directors of the Bank as from time to time constituted. | |
1.4 | Change in Control means a change in the ownership or effective control of the Bank, or in the ownership of a substantial portion of the assets of the Bank, as such change is defined in Code Section 409A and regulations thereunder. | |
1.5 | Code means the Internal Revenue Code of 1986, as amended, and all regulations and guidance thereunder, including such regulations and guidance as may be promulgated after the Effective Date. | |
1.6 | Corporation means The Juniata Valley Financial Corp. | |
1.7 | Disability means the Executive: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees or directors of the Bank. Medical determination of |
Disability may be made by either the Social Security Administration or by the provider of disability insurance covering employees or directors of the Bank provided that the definition of disability applied under such insurance program complies with the requirements of the preceding sentence. Upon the request of the Plan Administrator, the Executive must submit proof to the Plan Administrator of the Social Security Administrations or the providers determination. |
1.8 | Early Retirement Age means the earlier of : (1) the date the Executive reaches age fifty-five (55) or older with twenty (20) or more Years of Service, or (2) age sixty-two (62). | |
1.9 | Early Retirement Date means the month, day and year in which Early Retirement occurs. | |
1.10 | Early Termination means the Executives Separation from Service before attainment of Normal Retirement Age except reasons other than death, Disability, Termination for Cause or following a Change in Control. | |
1.11 | Effective Date means November 1, 2007 . | |
1.12 | Normal Retirement Age means the Executives age sixty-five (65). | |
1.13 | Normal Retirement Date means the later of Normal Retirement Age or Separation from Service. | |
1.14 | Plan Administrator means the Board or such committee or person as the Board shall appoint. | |
1.15 | Plan Year means each twelve (12) month period commencing on February 1 and ending on January 31 of each year. The initial Plan Year shall commence on the Effective Date of this Agreement and end on the following January 31. | |
1.16 | Schedule A means the schedule attached to this Agreement and made a part hereof. Schedule A shall be updated upon a change in any of the benefits under Articles 2 or 3. | |
1.17 | Separation from Service means termination of the Executives employment with the Bank for reasons other than death or Disability. Whether a Separation from Service has occurred is determined in accordance with the requirements of Code Section 409A based on whether the facts and circumstances indicate that the Bank and Executive reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Executive would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding thirty-six (36) month period (or the full period of services to the Bank if the Executive has been providing services to the Bank less than thirty-six (36) months). |
1.18 | Specified Employee means a key employee (as defined in Section 416(i) of the Code without regard to paragraph 5 thereof) of the Bank if any stock of the Bank is publicly traded on an established securities market or otherwise. | |
1.19 | Termination for Cause means Separation from Service for: |
(a) | Gross negligence or gross neglect of duties to the Bank; | ||
(b) | Conviction of a felony or of a gross misdemeanor involving moral turpitude in connection with the Executives employment with the Bank; or | ||
(c) | Fraud, disloyalty, dishonesty or willful violation of any law or significant Bank policy committed in connection with the Executives employment and resulting in a material adverse effect on the Bank. |
1.20 | Years of Service means the total number of continuous years of employment with the Corporation or any of its subsidiaries, inclusive of any years of employment with Lewistown Trust Company and inclusive of any approved leaves of absences. |
2.1 | Normal Retirement Annual Benefit . Upon the Executives Separation from Service after attaining Normal Retirement Age for reasons other than death, the Bank shall distribute to the Executive the benefit described in this Section 2.1 in lieu of any other benefit under this Article. |
2.1.1 | Amount of Benefit . The Annual Normal Retirement Benefit under this Section 2.1 is Twenty Thousand Dollars ($20,000). The Bank may increase the annual benefit under this Section 2.1 at the sole and absolute discretion of the Banks Board of Directors at any time prior to the Normal Retirement Date. Any increase in the annual benefit shall require the recalculation of all the amounts on Schedule A attached hereto. | ||
2.1.2 | Distribution of Benefit . The Bank shall distribute the annual benefit to the Executive in twelve (12) equal monthly installments commencing on the first day of the month following the Normal Retirement Date. The annual benefit shall be distributed to the Executive for fifteen (15) years. |
2.2 | Early Retirement Annual Benefit . Upon Termination of Employment on or after Early Retirement Age, but before Normal Retirement Age, the Bank shall distribute to the Executive the benefit described in this Section 2.2 in lieu of any other benefit under this Article. |
2.2.1 | Amount of Benefit . The benefit under this Section 2.2 is the Early Retirement Annual Benefit amount set forth in Schedule A for the Plan Year ended immediately prior to the Early Retirement Date. |
2.2.2 | Distribution of Benefit . The Bank shall distribute the annual benefit to the Executive in twelve (12) equal monthly installments commencing on the first day of the month following the Early Retirement Date. The annual benefit shall be distributed to the Executive for fifteen (15) years. |
2.3 | Early Termination Benefit . If the Executive terminates employment prior to Early Retirement Age, the Executive will not be entitled to a benefit under this Agreement. | |
2.4 | Disability Benefit . If the Executive experiences a Disability prior to Normal Retirement Age, the Bank shall distribute to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Article. |
2.4.1 | Amount of Benefit . The benefit under this Section 2.4 is the Disability Annual Benefit amount set forth in Schedule A for the Plan Year ending immediately prior to the occurrence of such Disability. | ||
2.4.2 | Distribution of Benefit . The Bank shall distribute the benefit to the Executive in twelve (12) equal monthly installments commencing on the first day of the month following Normal Retirement Age. The annual benefit shall be distributed to the Executive for fifteen (15) years. |
2.5 | Change in Control Benefit . If the Executive is in the active service of the Bank at the time of a Change in Control, and does not resign his employment with the Bank prior to the consummation of the transaction which constitutes the Change in Control, the Bank shall pay to the Executive the benefit described in this Section 2.5 in lieu of any other benefit under this Agreement after Separation from Service. |
2.5.1 | Amount of Benefit . The benefit is the Change in Control Annual Benefit amount set forth in Schedule A for the Plan Year ended immediately prior to the Plan Year in which Separation from Service occurs. | ||
2.5.2 | Distribution of Benefit . The Bank shall distribute the annual benefit to the Executive in twelve (12) equal monthly installments commencing on the first day of the month following Separation from Service. The annual benefit shall be distributed to the Executive for fifteen (15) years. |
2.6 | Restriction on Timing of Distributions . Notwithstanding any provision of this Agreement to the contrary, if the Executive is considered a Specified Employee at Termination of Employment under such procedures as established by the Bank in accordance with Section 409A of the Code, benefit distributions that are made upon Termination of Employment may not commence earlier than six (6) months after the date of such Termination of Employment. Therefore, in the event this Section 2.6 is applicable to the Executive, any distribution which would otherwise be paid to the Executive within the first six months following the Termination of Employment shall be accumulated and paid to the Executive in a lump sum on the first day of the seventh |
month following the Termination of Employment. All subsequent distributions shall be paid in the manner specified. |
2.7 | Distributions Upon Income Inclusion Under Section 409A of the Code . Upon the inclusion of any amount into the Executives income as a result of the failure of this non-qualified deferred compensation plan to comply with the requirements of Section 409A of the Code, to the extent such tax liability can be covered by the entire amount accrued by the Bank with respect to the Banks obligations hereunder, a distribution shall be made as soon as is administratively practicable following the discovery of the plan failure. | |
2.8 | Change in Form or Timing of Distributions . All changes in the form or timing of distributions hereunder must comply with the following requirements. The changes: |
(a) | may not accelerate the time or schedule of any distribution, except as provided in Section 409A of the Code and the regulations thereunder; | ||
(b) | must, for benefits distributable under Section 2.4, be made at least twelve (12) months prior to the first scheduled distribution; | ||
(c) | must, for benefits distributable under Sections 2.1, 2.2 and 2.5, delay the commencement of distributions for a minimum of five (5) years from the date the first distribution was originally scheduled to be made; and | ||
(d) | must take effect not less than twelve (12) months after the election is made. |
3.1 | Death During Active Service . If the Executive dies prior to Separation from Service or Disability, the Bank shall distribute to the Beneficiary the benefit described in this Section 3.1. This benefit shall be distributed in lieu of any benefit under Article 2. |
3.1.1 | Amount of Benefit . The benefit under this Section 3.1 is the Annual Death Benefit for the Plan Year prior to death as set forth on Schedule A. | ||
3.1.2 | Distribution of Benefit . The Bank shall distribute the annual benefit to the Beneficiary in twelve (12) equal monthly installments commencing on the first day of the month following the Executives death. The annual benefit shall be distributed to the Executive for fifteen (15) years. |
3.2 | Death During Distribution of a Benefit . If the Executive dies after any benefit distributions under Article 2 have commenced under this Agreement but before receiving all such distributions, the Bank shall distribute to the Beneficiary the remaining benefits at the same time and in the same amounts they would have been distributed to the Executive had the Executive survived. | |
3.3 | Death Before Benefit Distributions Commence . If the Executive is entitled to benefit distributions under Article 2 of this Agreement but dies prior to the date that |
commencement of said benefit distributions are scheduled to be made under this Agreement, the Bank shall distribute to the Beneficiary the same benefits to which the Executive was entitled prior to death, except that the benefit distributions shall commence upon the death of the Executive. |
4.1 | In General . The Executive shall have the right, at any time, to designate a Beneficiary to receive any benefit distributions under this Agreement upon the death of the Executive. The Beneficiary designated under this Agreement may be the same as or different from the beneficiary designated under any other plan of the Bank in which the Executive participates. | |
4.2 | Designation . The Executive shall designate a Beneficiary by completing and signing the Beneficiary Designation Form and delivering it to the Plan Administrator or its designated agent. If the Executive names someone other than the Executives spouse as a Beneficiary, the Plan Administrator may, in its sole discretion, determine that spousal consent is required to be provided in a form designated by the Plan Administrator, executed by the Executives spouse and returned to the Plan Administrator. The Executives beneficiary designation shall be deemed automatically revoked if the Beneficiary predeceases the Executive or if the Executive names a spouse as Beneficiary and the marriage is subsequently dissolved. The Executive shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Plan Administrators rules and procedures. Upon the acceptance by the Plan Administrator of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be cancelled. The Plan Administrator shall be entitled to rely on the last Beneficiary Designation Form filed by the Executive and accepted by the Plan Administrator prior to the Executives death. | |
4.3 | Acknowledgment . No designation or change in designation of a Beneficiary shall be effective until received, accepted and acknowledged in writing by the Plan Administrator or its designated agent. | |
4.4 | No Beneficiary Designation . If the Executive dies without a valid beneficiary designation, or if all designated Beneficiaries predecease the Executive, then the Executives spouse shall be the designated Beneficiary. If the Executive has no surviving spouse, any benefit shall be paid to the Executives estate. | |
4.5 | Facility of Distribution . If the Plan Administrator determines in its discretion that a benefit is to be distributed to a minor, to a person declared incompetent or to a person incapable of handling the disposition of that persons property, the Plan Administrator may direct distribution of such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Plan Administrator may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Any distribution of a benefit |
shall be a distribution for the account of the Executive and the Beneficiary, as the case may be, and shall completely discharge any liability under this Agreement for such distribution amount. |
5.1 | Excess Parachute or Golden Parachute Payment . Notwithstanding any provision of this Agreement to the contrary, the Bank shall not distribute any benefit under this Agreement to the extent the benefit would be an excess parachute payment under Section 280(G) of the Code or would be a prohibited golden parachute payment pursuant to 12 C.F.R. §359.2 and for which the appropriate federal banking agency has not given written consent to pay pursuant to 12 C.C.R. §359.4. | |
5.2 | Removal . Notwithstanding any provision of this Agreement to the contrary, the Bank shall not distribute any benefit under this Agreement if the Executive is subject to a final removal or prohibition order issued by an appropriate federal banking agency pursuant to Section 8(e) of the Federal Deposit Insurance Act. Notwithstanding anything herein to the contrary, any payments made to the Executive pursuant to this Agreement, or otherwise, shall be subject to and conditioned upon compliance with 12 U.S.C. 1828 and FDIC Regulation 12 CFR Part 359, Golden Parachute Indemnification Payments and any other regulations or guidance promulgated thereunder. | |
5.3 | Suicide or Misstatement . No benefit shall be distributed if the Executive commits suicide within two (2) years after the Effective Date, or if an insurance company which issued a life insurance policy covering the Executive and owned by the Bank denies coverage (i) for material misstatements of fact made by the Executive on an application for such life insurance, or (ii) for any other reason. | |
5.4 | Non-compete Provision . The Executive shall forfeit any non-distributed benefits under this Agreement if during the term of this Agreement and within thirty (36) months following a Separation from Service, the Executive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of one percent (1%) or less in the stock of a publicly-traded company): |
(i) | becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution, as that term is defined in the Gramm-Leach-Bailey Act of 1999, Pub. L. 106-102 that has its main office, a branch office, or conducts any business within a forty (40) mile radius of Mifflintown, Pennsylvania; or | ||
(ii) | participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or |
permanent basis, any individual who was employed by the Corporation or any of its subsidiaries during the three (3) year period immediately prior to the termination of the Executives employment; or |
(iii) | assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Corporation or any of its subsidiaries or transaction involving the Corporation or any of its subsidiaries; | ||
(iv) | sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Corporation or any of its subsidiaries (the preceding hereinafter referred to as Services), to or from any person or entity from whom the Executive or the Corporation or any of its subsidiaries, to the knowledge of the Executive provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to the termination of the Executives employment; | ||
(v) | divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the Corporation or any of its subsidiaries, to the knowledge of the Executive, including, but not limited to, the names and addresses of customers or prospective customers, of the Corporation or any of its subsidiaries, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the Corporation or any of its subsidiaries, earnings or other information concerning the Corporation or any of its subsidiaries. The restrictions contained in this subparagraph (v) apply to all information regarding the Corporation or any of its subsidiaries, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Executive. | ||
5.4.1 | Judicial Remedies . In the event of a breach or threatened breach by the Executive of any provision of these restrictions, the Executive recognizes the substantial and immediate harm that a breach or threatened breach will impose upon the Corporation or any of its subsidiaries, and further recognizes that in such event monetary damages may be inadequate to fully protect the Corporation or any of its subsidiaries. Accordingly, in the event of a breach or threatened breach of these restrictions, the Executive consents to the Corporation or any of its subsidiaries entitlement to such ex parte , preliminary, interlocutory, temporary or permanent injunctive, or any other equitable relief, protecting and fully enforcing the Corporation or any of its subsidiaries rights hereunder and preventing the Executive from further breaching any of his obligations set forth herein. Nothing |
herein shall be construed as prohibiting the Corporation or any of its subsidiaries from pursuing any other remedies available to the Corporation or any of its subsidiaries at law or in equity for such breach or threatened breach, including the recovery of damages from the Executive. The Executive expressly acknowledges and agrees that: (i) the restrictions set forth in Section 5.4 hereof are reasonable, in terms of scope, duration, geographic area, and otherwise, (ii) the protections afforded the Corporation or any of its subsidiaries in Section 5.4 hereof are necessary to protect its legitimate business interest, (iii) the restrictions set forth in Section 5.4 hereof will not be materially adverse to the Executives employment with the Corporation or any of its subsidiaries, and (iv) his agreement to observe such restrictions forms a material part of the consideration for this Agreement. |
5.4.2 | Overbreadth of Restrictive Covenant . It is the intention of the parties that if any restrictive covenant in this Agreement is determined by a court of competent jurisdiction to be overly broad, then the court should enforce such restrictive covenant to the maximum extent permitted under the law as to area, breadth and duration. |
5.5 | Change in Control . The forfeiture provision detailed in Section 5.4 hereof shall not be enforceable following a Change in Control. |
6.1 | Plan Administrator Duties . The Plan Administrator shall administer this Agreement according to its express terms and shall also have the discretion and authority to (i) make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Agreement and (ii) decide or resolve any and all questions, including interpretations of this Agreement, as may arise in connection with this Agreement to the extent the exercise of such discretion and authority does not conflict with Code Section 409A. | |
6.2 | Agents . In the administration of this Agreement, the Plan Administrator may employ agents and delegate to them such administrative duties as the Plan Administrator sees fit, including acting through a duly appointed representative, and may from time to time consult with counsel who may be counsel to the Bank. | |
6.3 | Binding Effect of Decisions . Any decision or action of the Plan Administrator with respect to any question arising out of or in connection with the administration, interpretation or application of this Agreement and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in this Agreement. | |
6.4 | Indemnity of Plan Administrator . The Bank shall indemnify and hold harmless the Plan Administrator against any and all claims, losses, damages, expenses or liabilities arising |
from any action or failure to act with respect to this Agreement, except in the case of willful misconduct by the Plan Administrator. |
6.5 | Bank Information . To enable the Plan Administrator to perform its functions, the Bank shall supply full and timely information to the Plan Administrator on all matters relating to the date and circumstances of the Executives death, Disability or Separation from Service, and such other pertinent information as the Plan Administrator may reasonably require. | |
6.6 | Annual Statement . The Plan Administrator shall provide to the Executive, within one hundred twenty (120) days after the end of each Plan Year, a statement setting forth the benefits to be distributed under this Agreement. |
7.1 | Claims Procedure . An Executive or Beneficiary (claimant) who has not received benefits under this Agreement that he or she believes should be distributed shall make a claim for such benefits as follows: |
7.1.1 | Initiation Written Claim . The claimant initiates a claim by submitting to the Plan Administrator a written claim for the benefits. If such a claim relates to the contents of a notice received by the claimant, the claim must be made within sixty (60) days after such notice was received by the claimant. All other claims must be made within one hundred eighty (180) days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the claimant. | ||
7.1.2 | Timing of Plan Administrator Response . The Plan Administrator shall respond to such claimant within ninety (90) days after receiving the claim. If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional ninety (90) days by notifying the claimant in writing, prior to the end of the initial ninety (90) day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Plan Administrator expects to render its decision. | ||
7.1.3 | Notice of Decision . If the Plan Administrator denies part or all of the claim, the Plan Administrator shall notify the claimant in writing of such denial. The Plan Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth: |
(a) | The specific reasons for the denial; |
(b) | A reference to the specific provisions of this Agreement on which the denial is based; | ||
(c) | A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed; | ||
(d) | An explanation of this Agreements review procedures and the time limits applicable to such procedures; and | ||
(e) | A statement of the claimants right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review. |
7.2 | Review Procedure . If the Plan Administrator denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Plan Administrator of the denial as follows: |
7.2.1 | Initiation Written Request . To initiate the review, the claimant, within sixty (60) days after receiving the Plan Administrators notice of denial, must file with the Plan Administrator a written request for review. | ||
7.2.2 | Additional Submissions Information Access . The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Plan Administrator shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimants claim for benefits. | ||
7.2.3 | Considerations on Review . In considering the review, the Plan Administrator shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. | ||
7.2.4 | Timing of Plan Administrator Response . The Plan Administrator shall respond in writing to such claimant within sixty (60) days after receiving the request for review. If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional sixty (60) days by notifying the claimant in writing, prior to the end of the initial sixty (60) day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Plan Administrator expects to render its decision. | ||
7.2.5 | Notice of Decision . The Plan Administrator shall notify the claimant in writing of its decision on review. The Plan Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth: |
(a) | The specific reasons for the denial; |
(b) | A reference to the specific provisions of this Agreement on which the denial is based; | ||
(c) | A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimants claim for benefits; and | ||
(d) | A statement of the claimants right to bring a civil action under ERISA Section 502(a). |
8.1 | Amendments . This Agreement may be amended only by a written agreement signed by the Bank and the Executive. However, the Bank may unilaterally amend this Agreement to conform with written directives to the Bank from its auditors or banking regulators or to comply with legislative changes or tax law, including without limitation Section 409A of the Code and any and all Treasury regulations and guidance promulgated thereunder. | |
8.2 | Plan Termination Generally . This Agreement may be terminated only by a written agreement signed by the Bank and the Executive. The benefit hereunder shall be the entire amount accrued by the Bank with respect to the Banks obligations hereunder as of the date the Agreement is terminated. Except as provided in Section 8.3, the termination of this Agreement shall not cause a distribution of benefits under this Agreement. Rather, after such termination benefit distributions will be made at the earliest distribution event permitted under Article 2 or Article 3. | |
8.3 | Plan Terminations Under Section 409A . Notwithstanding anything to the contrary in Section 7.2, if this Agreement terminates in the following circumstances: |
(a) | Within thirty (30) days before or twelve (12) months after a Change of Control, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Banks arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; | ||
(b) | Upon the Banks dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executives gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or | ||
(c) | Upon the Banks termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (Similar Arrangements), provided that (i) the termination and liquidation does not occur |
proximate to a downturn in the financial health of the Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Bank does not adopt any new arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date the Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; |
9.1 | Binding Effect . This Agreement shall bind the Executive and the Bank and their beneficiaries, survivors, executors, administrators and transferees. | |
9.2 | No Guarantee of Employment . This Agreement is not a contract for employment. It does not give the Executive the right to remain as an employee of the Bank nor interfere with the Banks right to discharge the Executive. It does not require the Executive to remain an employee nor interfere with the Executives right to terminate employment at any time. | |
9.3 | Non-Transferability . Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner. | |
9.4 | Tax Withholding and Reporting . The Bank shall withhold any taxes that are required to be withheld, including but not limited to taxes owed under Code Section 409A from the benefits provided under this Agreement. The Executive acknowledges that the Banks sole liability regarding taxes is to forward any amounts withheld to the appropriate taxing authorities. The Bank shall satisfy all applicable reporting requirements, including those under Code Section 409A. | |
9.5 | Applicable Law . This Agreement and all rights hereunder shall be governed by the laws of the Commonwealth of Pennsylvania except to the extent preempted by the laws of the United States of America. | |
9.6 | Unfunded Arrangement . The Executive and the Beneficiary are general unsecured creditors of the Bank for the distribution of benefits under this Agreement. The benefits represent the mere promise by the Bank to distribute such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors. Any insurance on the Executives life or other informal funding asset is a general asset of the Bank to which the Executive and Beneficiary have no preferred or secured claim. |
|
The Juniata Valley Bank
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Mifflintown, PA 17059
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9.14 | Deduction Limitation on Benefit Payments . If the Bank reasonably anticipates that the Banks deduction with respect to any distribution under this Agreement would be limited or eliminated by application of Code Section 162(m), then to the extent deemed necessary by the Bank to ensure that the entire amount of any distribution from this Agreement is deductible, the Bank may delay payment of any amount that would otherwise be distributed under this Agreement. The delayed amounts shall be distributed to the Executive (or the Beneficiary in the event of the Executives death) at the earliest date the Bank reasonably anticipates that the deduction of the payment of the amount will not be limited or eliminated by application of Code Section 162(m). | |
9.15 | Compliance with Section 409A . This Agreement shall be interpreted and administered consistent with Code Section 409A. |
EXECUTIVE
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BANK | |||||||
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/s/ Marcie Barber
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By: | Francis J. Evanitsky | ||||||
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Title: |
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Primary:
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Contingent:
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| Please PRINT CLEARLY or TYPE the names of the beneficiaries. | ||
| To name a trust as Beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement. | ||
| To name your estate as Beneficiary, please write Estate of [your name] . | ||
| Be aware that none of the contingent beneficiaries will receive anything unless ALL of the primary beneficiaries predecease you. |
Name:
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Marcie Barber | |||||||
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Signature:
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Date: | |||||||
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By:
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Title:
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Early Retirement | Disability | Change in Control | Pre-retire. | |||||||||||||||||||||||||||||||||||||
Birth Date: 4/21/1958 | 4/21/2020 | Death | ||||||||||||||||||||||||||||||||||||||
Plan Anniversary Date: 2/1/2008 | Annual Benefit 2 | Annual Benefit 2 | Annual Benefit 2 | Benefit | ||||||||||||||||||||||||||||||||||||
Normal Retirement: 4/21/2023, Age 65 | Amount Payable at | Amount Payable at | Amount Payable at | Annual 2 | ||||||||||||||||||||||||||||||||||||
Normal Retirement Payment: Monthly for 15 years | Separation from Service | Normal Retirement Age | Separation from Service | Benefit | ||||||||||||||||||||||||||||||||||||
Discount | Benefit | Account | Based On | Based On | Based On | Based On | ||||||||||||||||||||||||||||||||||
Values | Rate | Level | Value | Vesting | Account Value | Vesting | Account Value | Vesting | Account Value | Benefit | ||||||||||||||||||||||||||||||
as of | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | (9) | (10) | ||||||||||||||||||||||||||||||
Nov 2007
1
|
20,000 | 0 | % | 0 | 100 | % | 0 | 100 | % | 0 | 20,000 | |||||||||||||||||||||||||||||
Jan 2008
|
6.00 | % | 20,000 | 1,957 | 0 | % | 0 | 100 | % | 491 | 100 | % | 197 | 20,000 | ||||||||||||||||||||||||||
Jan 2009
|
6.00 | % | 20,000 | 10,087 | 0 | % | 0 | 100 | % | 2,385 | 100 | % | 1,016 | 20,000 | ||||||||||||||||||||||||||
Jan 2010
|
6.00 | % | 20,000 | 18,718 | 0 | % | 0 | 100 | % | 4,168 | 100 | % | 1,886 | 20,000 | ||||||||||||||||||||||||||
Jan 2011
|
6.00 | % | 20,000 | 27,881 | 0 | % | 0 | 100 | % | 5,848 | 100 | % | 2,809 | 20,000 | ||||||||||||||||||||||||||
Jan 2012
|
6.00 | % | 20,000 | 37,610 | 0 | % | 0 | 100 | % | 7,430 | 100 | % | 3,790 | 20,000 | ||||||||||||||||||||||||||
Jan 2013
|
6.00 | % | 20,000 | 47,938 | 0 | % | 0 | 100 | % | 8,921 | 100 | % | 4,830 | 20,000 | ||||||||||||||||||||||||||
Jan 2014
|
6.00 | % | 20,000 | 58,904 | 0 | % | 0 | 100 | % | 10,324 | 100 | % | 5,935 | 20,000 | ||||||||||||||||||||||||||
Jan 2015
|
6.00 | % | 20,000 | 70,546 | 0 | % | 0 | 100 | % | 11,646 | 100 | % | 7,108 | 20,000 | ||||||||||||||||||||||||||
Jan 2016
|
6.00 | % | 20,000 | 82,906 | 0 | % | 0 | 100 | % | 12,892 | 100 | % | 8,354 | 20,000 | ||||||||||||||||||||||||||
Jan 2017
|
6.00 | % | 20,000 | 96,028 | 0 | % | 0 | 100 | % | 14,065 | 100 | % | 9,676 | 20,000 | ||||||||||||||||||||||||||
Jan 2018
|
6.00 | % | 20,000 | 109,960 | 0 | % | 0 | 100 | % | 15,170 | 100 | % | 11,079 | 20,000 | ||||||||||||||||||||||||||
Jan 2019
|
6.00 | % | 20,000 | 124,751 | 0 | % | 0 | 100 | % | 16,210 | 100 | % | 12,570 | 20,000 | ||||||||||||||||||||||||||
Jan 2020
|
6.00 | % | 20,000 | 140,454 | 0 | % | 0 | 100 | % | 17,191 | 100 | % | 14,152 | 20,000 | ||||||||||||||||||||||||||
Jan 2021
|
6.00 | % | 20,000 | 157,125 | 100 | % | 15,832 | 100 | % | 18,114 | 100 | % | 15,832 | 20,000 | ||||||||||||||||||||||||||
Jan 2022
|
6.00 | % | 20,000 | 174,825 | 100 | % | 17,615 | 100 | % | 18,984 | 100 | % | 17,615 | 20,000 | ||||||||||||||||||||||||||
Jan 2023
|
6.00 | % | 20,000 | 193,617 | 100 | % | 19,509 | 100 | % | 19,803 | 100 | % | 19,509 | 20,000 | ||||||||||||||||||||||||||
Apr 2023
|
6.00 | % | 20,000 | 198,493 | 100 | % | 20,000 | 100 | % | 20,000 | 100 | % | 20,000 | 20,000 | ||||||||||||||||||||||||||
1 | The first line reflects just the initial values as of November 1, 2007. | |
2 | The annual benefit amount will be distributed in 12 equal monthly payments for a total of 180 monthly payments. | |
* | IF THERE IS A CONFLICT IN ANY TERMS OR PROVISIONS BETWEEN THIS SCHEDULE A AND THE AGREEMENT, THE TERMS AND PROVISIONS OF THE AGREEMENT SHALL PREVAIL. IF A TRIGGERING EVENT OCCURS, REFER TO THE AGREEMENT TO DETERMINE THE ACTUAL BENEFIT AMOUNT BASED ON THE DATE OF THE EVENT. |
* | All share and per-share data have been restated for effect of the 2 for 1 stock split on October 31, 2005. |
2007 | 2006 | 2005 | 2004 | 2003 | ||||||||||||||||
Return on average assets
|
1.28 | % | 1.21 | % | 1.12 | % | 1.48 | % | 1.46 | % | ||||||||||
Return on average equity
|
11.41 | 10.53 | 9.43 | 11.95 | 11.86 | |||||||||||||||
Yield on earning assets
|
6.88 | 6.43 | 6.00 | 5.98 | 6.33 | |||||||||||||||
Cost to fund earning assets
|
2.85 | 2.63 | 2.12 | 1.77 | 2.10 | |||||||||||||||
Net interest margin (fully tax equivalent)
|
4.17 | 3.91 | 4.00 | 4.34 | 4.42 | |||||||||||||||
Noninterest income (excluding gains on
sales of securities and security
impairment charges) to average assets
|
0.99 | 0.88 | 0.77 | 0.78 | 0.71 | |||||||||||||||
Noninterest expense to average assets
|
2.87 | 2.72 | 2.87 | 2.69 | 2.59 | |||||||||||||||
Net noninterest expense to average assets
|
1.88 | 1.84 | 2.10 | 1.91 | 1.88 |
| Interest rate environment an increase in net interest margin despite a sustained flat/inverted yield curve | ||
| Full-year effect of acquisitions made in 2006 | ||
| Restructured investment portfolio | ||
| Noninterest income improvement |
2007 | 2006 | |||||||||||||||
% of Average | % of Average | |||||||||||||||
Assets | Assets | |||||||||||||||
Net interest income
|
$ | 15,663 | 3.69 | % | $ | 14,552 | 3.51 | % | ||||||||
Provision for loan losses
|
(120 | ) | (0.03 | ) | (54 | ) | (0.01 | ) | ||||||||
|
||||||||||||||||
Trust fees
|
444 | 0.10 | 435 | 0.11 | ||||||||||||
Deposit service fees
|
1,656 | 0.39 | 1,497 | 0.36 | ||||||||||||
BOLI
|
440 | 0.10 | 433 | 0.10 | ||||||||||||
Commissions from sales of non-deposit product
|
711 | 0.17 | 513 | 0.12 | ||||||||||||
Income from unconsolidated subsidiary
|
192 | 0.05 | 80 | 0.02 | ||||||||||||
Other fees
|
774 | 0.18 | 681 | 0.16 | ||||||||||||
Security gains (losses)
|
(19 | ) | (0.00 | ) | 181 | 0.04 | ||||||||||
Gains on sale of other assets
|
1 | 0.00 | 10 | 0.00 | ||||||||||||
Total noninterest income
|
4,199 | 0.99 | 3,830 | 0.93 | ||||||||||||
|
||||||||||||||||
Employee expense
|
(6,592 | ) | (1.55 | ) | (6,064 | ) | (1.46 | ) | ||||||||
Occupancy and equipment
|
(1,580 | ) | (0.37 | ) | (1,424 | ) | (0.34 | ) | ||||||||
Data processing expense
|
(1,332 | ) | (0.31 | ) | (1,204 | ) | (0.29 | ) | ||||||||
Director compensation
|
(455 | ) | (0.11 | ) | (465 | ) | (0.11 | ) | ||||||||
Professional fees
|
(437 | ) | (0.10 | ) | (378 | ) | (0.09 | ) | ||||||||
Taxes, other than income
|
(546 | ) | (0.13 | ) | (505 | ) | (0.12 | ) | ||||||||
Intangible amortization
|
(45 | ) | (0.01 | ) | (15 | ) | (0.00 | ) | ||||||||
Other noninterest expense
|
(1,222 | ) | (0.29 | ) | (1,190 | ) | (0.29 | ) | ||||||||
Total noninterest expense
|
(12,209 | ) | (2.87 | ) | (11,245 | ) | (2.72 | ) | ||||||||
|
||||||||||||||||
Income tax expense
|
(2,099 | ) | (0.49 | ) | (2,081 | ) | (0.50 | ) | ||||||||
Net income
|
$ | 5,434 | 1.28 | % | $ | 5,002 | 1.21 | % | ||||||||
Average assets
|
$ | 424,847 | $ | 414,048 |
Notes: | ||
(1) | Average balances were calculated using a daily average. | |
(2) | Includes Super Now and money market accounts. | |
(3) | Net margin on interest earning assets is net interest income divided by average interest earning assets. | |
(4) | Interest on obligations of states and municipalities is not subject to federal income tax. In order to make the net yield comparable on a fully taxable basis, a tax equivalent adjustment is applied against the tax-exempt income utilizing a federal tax rate of 34%. |
RATE-VOLUME ANALYSIS OF NET INTEREST INCOME
(Dollars in thousands)
(5)
Non-accruing loans are included in the above table until they are charged off.
(6)
The change in interest due to rate and volume has been allocated to volume and rate changes
in proportion to the relationship of the absolute dollar amounts of the change in each.
(7)
Includes gross unrealized gains (losses) on securities available for sale: $(127) in 2007,
$(495) in 2006 and $(137) in 2005.
2007
2006
2005
$
5,434
$
5,002
$
4,566
1.28
%
1.21
%
1.12
%
11.41
%
10.53
%
9.43
%
Financial Performance Overview
Interest rate environment sustained flat/inverted yield curve
Acquisition activity
Sustained loan quality
Noninterest income improvement
Ongoing expense control
2006
2005
% of Average
% of Average
Assets
Assets
$
14,552
3.51
%
$
14,692
3.61
%
(54
)
(0.01
)
(28
)
(0.01
)
435
0.11
374
0.09
1,497
0.36
1,390
0.34
433
0.10
364
0.09
513
0.12
426
0.10
80
0.02
0.00
681
0.16
592
0.15
181
0.04
175
0.04
10
0.00
2
0.00
3,830
0.93
3,323
0.82
(6,064
)
(1.46
)
(5,757
)
(1.42
)
(284
)
(0.07
)
(1,424
)
(0.34
)
(1,413
)
(0.35
)
(1,204
)
(0.29
)
(1,224
)
(0.30
)
(465
)
(0.11
)
(476
)
(0.12
)
(378
)
(0.09
)
(788
)
(0.19
)
(505
)
(0.12
)
(519
)
(0.13
)
(15
)
(0.00
)
0.00
(1,190
)
(0.29
)
(1,219
)
(0.30
)
(11,245
)
(2.72
)
(11,680
)
(2.87
)
(2,081
)
(0.50
)
(1,741
)
(0.43
)
$
5,002
1.21
%
$
4,566
1.12
%
$
414,048
$
406,706
2006
2005
2004
$
5,002
$
4,566
$
5,829
1.21
%
1.12
%
1.48
%
10.53
%
9.43
%
11.95
%
Changes in Uses and Sources of Funds
(Dollars in thousands)
2007
2006
2005
Average
Increase(Decrease)
Average
Increase(Decrease)
Average
Balance
Amount
%
Balance
Amount
%
Balance
$
83,539
$
(3,704
)
(4.2
%)
$
87,243
$
1,956
2.3
%
$
85,287
5,669
1,169
26.0
4,500
(281
)
(5.9
)
4,781
135,974
(2,449
)
(1.8
)
138,423
3,566
2.6
134,857
75,425
1,603
2.2
73,822
8,420
12.9
65,402
51,746
(2,452
)
(4.5
)
54,198
(2,768
)
(4.9
)
56,966
24,040
5,013
26.3
19,027
(773
)
(3.9
)
19,800
5,876
146
2.5
5,730
(690
)
(10.7
)
6,420
6,358
6,034
1,862.3
324
(4,355
)
(93.1
)
4,679
388,627
5,360
1.4
383,267
5,075
1.3
378,192
2,905
2,025
230.1
880
880
11,444
675
6.3
10,769
147
1.4
10,622
2,459
1,679
215.3
780
780
21,999
391
1.8
21,608
604
2.9
21,004
(127
)
368
(74.3
)
(495
)
(359
)
264.0
(136
)
(2,460
)
301
(10.9
)
(2,761
)
215
(7.2
)
(2,976
)
$
424,847
$
10,799
2.6
%
$
414,048
$
7,342
1.8
%
$
406,706
$
82,877
$
5,307
6.8
%
$
77,570
$
13,452
21.0
%
$
64,118
35,247
(4,784
)
(12.0
)
40,031
(4,607
)
(10.3
)
44,638
163,788
9,481
6.1
154,307
8,871
6.1
145,436
35,451
2,475
7.5
32,976
(7,203
)
(17.9
)
40,179
6,822
1,294
23.4
5,528
(88
)
(1.6
)
5,616
15
(5,389
)
(99.7
)
5,404
5,025
1,325.9
379
(3,014
)
(100.0
)
3,014
(1,986
)
(39.7
)
5,000
967
91
10.4
876
106
13.8
770
325,167
5,461
1.7
319,706
13,570
4.4
306,136
45,433
3,846
9.2
41,587
(5,621
)
(11.9
)
47,208
6,612
1,360
25.9
5,252
293
5.9
4,959
47,635
132
0.3
47,503
(900
)
(1.9
)
48,403
$
424,847
$
10,799
2.6
%
$
414,048
$
7,342
1.8
%
$
406,706
December 31,
2007
2006
2005
2004
2003
$
28,842
$
23,341
$
21,661
$
23,301
$
25,885
29,021
29,492
27,588
25,068
20,614
27,223
29,489
28,323
24,968
14,324
127,324
132,572
135,992
132,243
119,678
63,960
67,842
62,288
54,249
50,706
6,593
5,129
4,827
4,294
4,577
15,319
18,545
18,498
17,735
21,435
(282
)
(592
)
(1,114
)
(2,110
)
(4,439
)
$
298,000
$
305,818
$
298,063
$
279,748
$
252,780
2007
2006
2005
$
305,818
$
298,063
$
279,748
(7,051
)
4,916
18,569
3,810
(418
)
(307
)
(279
)
(349
)
(664
)
25
(7,818
)
7,755
18,315
$
298,000
$
305,818
$
298,063
Non-Performing Loans
December 31,
2007
2006
2005
2004
2003
(In thousands)
$
$
1,240
$
1,515
$
$
837
214
724
365
584
$
837
$
1,454
$
2,239
$
365
$
584
Historical trends: Historical net charge-offs are computed as a percentage of average
loans, by loan type. This percentage is applied to the ending period balance of the loan
type to determine the amount to be included in the allowance to cover charge-off
probability;
Individual loan performance: Management identifies a list of loans which are
individually assigned a risk rating grade because the loan has not performed according to
payment terms and there is reason to believe that repayment of the loan principal, in
whole or part, is unlikely. The specific portion of the allowance for these loans is the
total amount of potential losses for these individual loans which has not previously been
charged off;
General economic environment: Current economic factors and business trends relative to
specific types of loans are assessed. Juniatas lending is concentrated within central
Pennsylvania and, accordingly, the loan portfolio quality is dependent upon localized
economic factors such as: unemployment rates, commercial real estate vacancy rates,
consumer delinquency trends and residential housing appreciation rates. Generally, the
local unemployment rate consistently slightly exceeds the national and state statistics.
Additionally, some of the larger employers in the local market area are experiencing some
financial stress that has resulted in loss of jobs in the last two years. Fuel cost
escalation has put profit pressure on trucking firms and increased cost of
employer-provided medical insurance has added to the profit pressures of employers in
general; and
Other relevant factors: Certain specific risks inherent in the loan portfolio are
identified and examined to determine if an additional allowance is warranted and, if so,
management assigns a percentage to the loan category. Such factors consist of:
o
Credit concentration: Juniatas loans are classified in pre-defined
groups. Any groups total that exceeds 25% of the Banks total capital is
considered to be a credit concentration and as such, is determined to have an
additional level of associated risk;
o
Changes in loan volumes;
o
Changes in experience, ability and depth of management; and
o
External factors, such as legal and regulatory requirements.
Years ended December 31,
2007
2006
2005
2004
2003
$
2,572
$
2,763
$
2,989
$
2,820
$
2,731
291
159
171
43
78
30
66
19
3
10
50
61
129
75
122
107
418
307
279
175
235
8
5
6
1
2
5
8
2
1
32
25
14
15
17
48
30
25
18
20
370
277
254
157
215
120
54
28
326
304
32
$
2,322
$
2,572
$
2,763
$
2,989
$
2,820
0.12
%
0.09
%
0.09
%
0.06
%
0.09
%
Allocation of the Allowance for Loan Losses (in thousands)
2007
2006
2005
2004
2003
$
660
$
864
$
956
$
1,087
$
1,055
933
1,011
1,112
602
548
729
697
695
1,002
963
298
254
$
2,322
$
2,572
$
2,763
$
2,989
$
2,820
Percent of Loan Type to Total Loans
2007
2006
2005
2004
2003
11.9
%
9.3
%
8.9
%
9.9
%
12.1
%
83.0
%
84.6
%
84.9
%
83.8
%
79.5
%
5.1
%
6.1
%
6.2
%
6.3
%
8.5
%
100.0
%
100.0
%
100.0
%
100.0
%
100.0
%
2007
2006
2005
$
66,921
$
77,274
$
88,224
63,295
19,281
17,073
(55,357
)
(30,871
)
(21,696
)
(33
)
372
414
(1,044
)
(104
)
(133
)
(209
)
19
(280
)
27
6,300
1,200
(3,900
)
533
36
(1,201
)
15,025
(10,353
)
(10,950
)
$
81,946
$
66,921
$
77,274
December 31, 2007
Weighted
Securities
Carrying
Average
Type and maturity
Value
Yield
$
3,680
4.38
%
17,115
5.08
%
6,021
5.27
%
26,816
5.03
%
11,616
5.70
%
17,903
5.93
%
6,288
5.73
%
35,807
5.82
%
360
4.00
%
288
4.97
%
2,283
5.35
%
2,931
5.14
%
1,502
$
67,056
2007
2006
2005
$
11,017
$
10,647
$
10,464
1,365
446
263
(38
)
(76
)
(80
)
1,327
370
183
$
12,344
$
11,017
$
10,647
2007
2006
2005
$
29,375
$
27,581
$
21,627
(4,222
)
103
5,640
730
331
(591
)
154
133
(111
)
(1,266
)
1,227
1,016
(4,604
)
1,794
5,954
$
24,771
$
29,375
$
27,581
2007
2006
2005
$
355,169
$
343,467
$
332,642
Acquired in
Other
branch
changes
purchase
5,926
(4,457
)
1,245
(1,418
)
(365
)
3,469
3,195
10,480
(2,340
)
(8,855
)
1,369
64
(1,724
)
(3,975
)
2,376
1,384
2,791
5,430
11,905
315
4,288
(8,388
)
20,090
10,825
$
359,457
$
355,169
$
343,467
(Dollars in thousands)
2007
2006
2005
Average
Increase(Decrease)
Average
Increase(Decrease)
Average
Balance
Amount
%
Balance
Amount
%
Balance
$
82,877
$
5,307
6.8
%
$
77,570
$
13,452
21.0
%
$
64,118
35,247
(4,784
)
(12.0
)
40,031
(4,607
)
(10.3
)
44,638
45,433
3,846
9.2
41,587
(5,621
)
(11.9
)
47,208
163,557
4,369
2.7
159,188
3,224
2.1
155,964
35,451
2,475
7.5
32,976
(7,203
)
(17.9
)
40,179
163,788
9,481
6.1
154,307
8,871
6.1
145,436
199,239
11,956
6.4
187,283
1,668
0.9
185,615
$
362,796
$
16,325
4.7
%
$
346,471
$
4,892
1.4
%
$
341,579
(Dollars in thousands)
2007
2006
2005
Average
Increase(Decrease)
Average
Increase(Decrease)
Average
Balance
Amount
%
Balance
Amount
%
Balance
$
6,822
$
1,294
23.4
%
$
5,528
$
(88
)
(1.6
)%
$
5,616
15
(5,389
)
(99.7
)
5,404
5,025
1,325.9
379
(3,014
)
(100.0
)
3,014
(1,986
)
(39.7
)
5,000
967
91
10.4
876
106
13.8
770
$
7,804
$
(7,018
)
(47.3
)%
$
14,822
$
3,057
26.0
%
$
11,765
2007
2006
2005
$
47,786
$
47,119
$
50,153
5,434
5,002
4,566
(4,210
)
(2,957
)
(5,046
)
43
39
(1,022
)
(1,013
)
(1,446
)
260
274
(804
)
281
(678
)
(304
)
786
667
(3,034
)
$
48,572
$
47,786
$
47,119
Liquidity Risk
Capital Risk
Market / Interest Rate Risk
Investment Portfolio Risk
Economic Risk
Payments Due by Period
One to
Three to
More than
Note
One Year
Three
Five
Five
Reference
Total
or Less
Years
Years
Years
11
$
202,004
$
135,166
$
55,229
$
11,609
$
12
5,431
5,431
12
13
503
101
205
155
42
18
3,553
308
641
687
1,917
22
510
204
306
18
4,407
457
948
738
2,264
$
216,408
$
141,667
$
57,329
$
13,189
$
4,223
(Dollars in thousands)
Change in Net
Change in Net
Interest Income
Interest Income
Change in
Due to Interest
Due to
Total Change in
Interest Rates
Rate Risk
Imbedded
Net Interest
(Basis Points)
(Static)
Options
Income
$
29
$
105
$
134
15
37
52
(15
)
277
262
(29
)
585
556
MATURITY DISTRIBUTION
AS OF DECEMBER 31, 2007
(In thousands)
Remaining Maturity / Earliest Possible Repricing
Over Three
Over Six
Over One
Three
Months But
Months But
Year But
Over
Months
Within Six
Within One
Within Five
Five
or Less
Months
Year
Years
Years
Total
$
770
$
200
$
$
5,325
$
$
6,295
7,500
7,500
374
2,641
665
17,115
6,021
26,816
9,070
655
531
19,263
6,288
35,807
360
288
2,283
2,931
1,502
1,502
24,871
8
139
3,498
326
28,842
24,436
4,585
29,021
27,223
27,223
12,131
12,150
24,274
43,158
35,611
127,324
8,857
89
319
8,792
45,621
63,678
678
93
371
9,893
4,284
15,319
40
2
962
5,589
6,593
116,310
15,838
26,299
112,879
107,525
378,851
36,978
748
2,993
10,475
23,627
74,821
6,775
339
1,355
4,743
20,665
33,877
7,225
6,711
8,650
13,722
36,308
34,711
31,786
46,083
53,116
165,696
5,431
5,431
1,037
1,037
92,157
39,584
59,081
82,056
44,292
317,170
$
24,153
$
(23,746
)
$
(32,782
)
$
30,823
$
63,233
$
61,681
$
24,153
$
407
$
(32,375
)
$
(1,552
)
$
61,681
1.26
1.00
0.83
0.99
1.19
$
3,498
$
326
$
3,824
$
3,498
$
326
$
3,824
Francis J. Evanitsky, President and Chief Executive Officer
JoAnn N. McMinn, Chief Financial Officer
Financial Reporting
Juniata Valley Financial Corp.
Mifflintown, Pennsylvania
Beard Miller Company LLP
Lancaster, Pennsylvania
March 13, 2008
Juniata Valley Financial Corp.
Mifflintown, Pennsylvania
Lancaster, Pennsylvania
Consolidated Statements of Financial Condition
(in thousands, except share data)
December 31,
December 31,
2007
2006
$
12,254
$
16,476
770
102
7,500
1,200
20,524
17,778
5,525
5,660
67,056
56,383
2,500
1,095
1,076
2,972
2,892
298,000
305,818
(2,322
)
(2,572
)
295,678
303,246
7,272
6,542
12,344
11,017
389
434
2,046
2,046
5,245
6,357
$
420,146
$
415,931
$
48,755
$
42,829
310,702
312,340
359,457
355,169
5,431
6,112
1,037
927
5,649
5,937
371,574
368,145
4,746
4,746
18,297
18,259
32,755
31,531
(557
)
(1,098
)
(6,669
)
(5,652
)
48,572
47,786
$
420,146
$
415,931
Consolidated Statements of Income
(in thousands, except share data)
Years Ended December 31,
2007
2006
2005
$
22,851
$
21,768
$
19,767
2,438
1,975
1,872
857
659
654
577
261
414
26,723
24,663
22,707
10,744
9,472
7,666
276
246
167
1
275
14
88
148
39
30
20
11,060
10,111
8,015
15,663
14,552
14,692
120
54
28
15,543
14,498
14,664
444
435
374
1,656
1,497
1,390
440
433
364
711
513
426
192
80
(33
)
14
181
175
1
10
2
774
681
592
4,199
3,830
3,323
5,137
4,593
4,285
1,455
1,471
1,472
284
892
804
821
688
620
592
1,332
1,204
1,224
455
465
476
437
378
788
546
505
519
45
15
1,222
1,190
1,219
12,209
11,245
11,680
7,533
7,083
6,307
2,099
2,081
1,741
$
5,434
$
5,002
$
4,566
$
1.23
$
1.12
$
1.00
$
1.22
$
1.11
$
1.00
$
0.95
$
0.66
$
1.11
4,434,859
4,480,245
4,550,483
4,444,466
4,492,552
4,568,098
Consolidated Statements of Stockholders Equity
(in thousands, except share data)
Years Ended December 31, 2007, 2006 and 2005
Number
Accumulated
of
Other
Total
Shares
Common
Retained
Comprehensive
Treasury
Stockholders
Outstanding
Stock
Surplus
Earnings
(Loss) Income
Stock
Equity
2,280,629
$
2,373
$
20,386
$
29,966
$
414
$
(2,986
)
$
50,153
4,566
4,566
(804
)
(804
)
(304
)
(304
)
3,458
(5,046
)
(5,046
)
(62,907
)
(2,242
)
(2,242
)
20,434
171
480
651
5,464
(7
)
152
145
2,259,772
2,373
(2,373
)
4,503,392
4,746
18,177
29,486
(694
)
(4,596
)
47,119
5,002
5,002
274
274
85
85
5,361
(763
)
(763
)
(2,957
)
(2,957
)
39
39
(58,082
)
(1,302
)
(1,302
)
8,147
37
159
196
4,477
6
87
93
4,457,934
4,746
18,259
31,531
(1,098
)
(5,652
)
47,786
5,434
5,434
260
260
281
281
5,975
(4,210
)
(4,210
)
43
43
(51,175
)
(1,069
)
(1,069
)
2,686
(5
)
52
47
4,409,445
$
4,746
$
18,297
$
32,755
$
(557
)
$
(6,669
)
$
48,572
Consolidated Statements of Cash Flows
( in thousands)
Years Ended December 31,
2007
2006
2005
$
5,434
$
5,002
$
4,566
120
54
28
653
594
590
104
133
209
45
15
33
(14
)
(181
)
(175
)
(440
)
(433
)
(364
)
94
40
(134
)
(66
)
(80
)
43
39
901
(80
)
372
248
258
76
7,155
5,361
5,168
(59,340
)
(14,181
)
(12,673
)
(3,955
)
(5,100
)
(4,400
)
(197
)
(827
)
(896
)
(1,383
)
(786
)
(255
)
(963
)
(106
)
(63
)
(2,812
)
585
364
414
48,331
24,588
15,882
6,455
5,100
5,400
178
1,107
869
76
169
244
243
624
135
1,100
13,801
7,051
(4,916
)
(18,569
)
(2,784
)
17,025
(12,947
)
4,288
(8,388
)
10,825
(681
)
(3,689
)
5,085
(5,000
)
(4,210
)
(2,957
)
(5,046
)
(1,069
)
(1,302
)
(2,242
)
47
289
796
(1,625
)
(21,047
)
9,418
2,746
1,339
1,639
17,778
16,439
14,800
$
20,524
$
17,778
$
16,439
$
11,060
$
9,858
$
7,861
1,885
1,930
1,851
$
397
$
757
$
256
YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005
(1)
principal or interest has been in default for 120 days or more and for which no
payment has been received during the previous four months,
(2)
all collateral securing the loan has been liquidated and a deficiency balance
remains,
(3)
a bankruptcy notice is received for an unsecured loan, or
(4)
the loan is deemed to be uncollectible for any other reason.
2005
$
4,566
(21
)
$
4,545
$
1.00
1.00
$
1.00
1.00
2007
2006
2005
7 years
7 years
7 years
4.47
%
4.74
%
4.40
%
19.98
%
20.50
%
21.13
%
3.20
%
2.99
%
3.20
%
December 31, 2007
Securities Available for Sale
Gross
Gross
Amortized
Fair
Unrealized
Unrealized
Type and maturity
Cost
Value
Gains
Losses
$
3,676
$
3,680
$
9
$
(5
)
16,960
17,115
158
(3
)
6,000
6,021
22
(1
)
26,636
26,816
189
(9
)
11,620
11,616
1
(5
)
17,730
17,903
176
(3
)
6,217
6,288
71
35,567
35,807
248
(8
)
2,918
2,931
33
(20
)
1,739
1,502
108
(345
)
$
66,860
$
67,056
$
578
$
(382
)
December 31, 2006
Securities Available for Sale
Gross
Gross
Amortized
Fair
Unrealized
Unrealized
Type and maturity
Cost
Value
Gains
Losses
$
20,403
$
20,213
$
$
(190
)
13,305
13,211
36
(130
)
1,000
1,001
1
34,708
34,425
37
(320
)
7,192
7,199
10
(3
)
4,590
4,526
(64
)
4,552
4,541
1
(12
)
16,334
16,266
11
(79
)
4,531
4,482
8
(57
)
987
1,210
223
$
56,560
$
56,383
$
279
$
(456
)
Securities Held to Maturity
Gross
Gross
Amortized
Fair
Unrealized
Unrealized
Type and maturity
Cost
Value
Gains
Losses
$
2,500
$
2,480
$
$
(20
)
Years Ended December 31,
2007
2006
2005
$
585
$
364
$
414
$
$
172
$
175
(9
)
23
9
Less Than 12 Months
12 Months or More
Total
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
Value
Losses
Value
Losses
Value
Losses
$
1,998
$
(2
)
$
1,568
$
(7
)
$
3,566
$
(9
)
1,114
(1
)
2,298
(7
)
3,412
(8
)
1,144
(20
)
1,144
(20
)
3,112
(3
)
5,010
(34
)
8,122
(37
)
948
(345
)
948
(345
)
$
4,060
$
(348
)
$
5,010
$
(34
)
$
9,070
$
(382
)
Less Than 12 Months
12 Months or More
Total
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
Value
Losses
Value
Losses
Value
Losses
$
2,498
$
(2
)
$
27,988
$
(318
)
$
30,486
$
(320
)
7,910
(18
)
4,243
(61
)
12,153
(79
)
37
(1
)
1,955
(56
)
1,992
(57
)
10,445
(21
)
34,186
(435
)
44,631
(456
)
$
10,445
$
(21
)
$
34,186
$
(435
)
$
44,631
$
(456
)
December 31,
2007
2006
$
28,842
$
23,341
29,021
29,492
27,223
29,489
127,324
132,572
63,960
67,842
6,593
5,129
15,319
18,545
(282
)
(592
)
$
298,000
$
305,818
December 31,
2007
2006
$
$
1,240
837
214
$
837
$
1,454
Years Ended December 31,
2007
2006
2005
$
2,572
$
2,763
$
2,989
291
159
171
30
66
19
3
61
129
75
418
307
279
8
5
6
5
8
32
25
14
48
30
25
370
277
254
120
54
28
32
$
2,322
$
2,572
$
2,763
0.12
%
0.09
%
0.09
%
December 31,
2007
2006
$
88
$
1,331
568
88
763
120
Years Ended December 31,
2007
2006
2005
$
846
$
1,628
$
2,041
19
45
58
December 31,
2007
2006
$
11,879
$
10,515
230
204
235
298
$
12,344
$
11,017
December 31,
2007
2006
$
864
$
864
8,234
7,099
4,684
4,463
13,782
12,426
(6,510
)
(5,884
)
$
7,272
$
6,542
$
261
139
3,810
449
2,046
9
6,714
20,090
164
20,254
$
13,540
December 31,
2007
2006
$
48,755
$
42,829
74,821
75,186
33,877
36,217
36,308
38,032
165,696
162,905
$
359,457
$
355,169
Time Deposits
Maturing in:
$100,000 or more
Other
$
22,586
$
112,580
5,469
25,050
6,250
18,460
468
4,805
1,535
4,801
$
36,308
$
165,696
Years ending December 31,
$
101
102
103
97
58
42
$
503
2007
2006
2005
$
2,005
$
2,041
$
1,875
94
40
(134
)
$
2,099
$
2,081
$
1,741
Years Ended December 31,
2007
2006
2005
$
7,533
$
7,083
$
6,307
34.0
%
34.0
%
34.0
%
2,561
2,408
2,144
(298
)
(233
)
(242
)
(141
)
(123
)
(124
)
(21
)
(34
)
15
13
(4
)
16
(16
)
$
2,099
$
2,081
$
1,741
27.9
%
29.4
%
27.6
%
December 31,
2007
2006
$
652
$
748
705
711
720
697
319
455
32
60
63
73
2,459
2,776
(209
)
(231
)
(50
)
(27
)
(91
)
(105
)
(66
)
(46
)
(20
)
(62
)
(15
)
(524
)
(398
)
$
1,935
$
2,378
Minimum Requirement
For Capital
Actual
Adequacy
Purposes
Amount
Ratio
Amount
Ratio
$
49,080
18.41
%
$
21,328
8.00
%
46,721
17.53
%
10,664
4.00
%
46,721
11.06
%
16,896
4.00
%
$
49,076
17.18
%
$
22,853
8.00
%
46,404
16.24
%
11,427
4.00
%
46,404
11.27
%
16,463
4.00
%
Minimum Regulatory
Requirements to be
Minimum Requirement
Well Capitalized
For Capital
under Prompt
Actual
Adequacy
Purposes
Corrective Action Provisions
Amount
Ratio
Amount
Ratio
Amount
Ratio
$
41,032
15.62
%
$
21,015
8.00
%
$
26,269
10.00
%
38,673
14.72
%
10,508
4.00
%
15,761
6.00
%
38,673
9.25
%
16,730
4.00
%
20,913
5.00
%
$
40,929
14.51
%
$
22,563
8.00
%
$
28,204
10.00
%
38,285
13.57
%
11,282
4.00
%
16,922
6.00
%
38,285
9.35
%
16,381
4.00
%
20,477
5.00
%
Years Ended December 31,
2007
2006
2005
(Amounts, except earnings per share, in thousands)
$
5,434
$
5,002
$
4,566
4,435
4,480
4,550
$
1.23
$
1.12
$
1.00
4,435
4,480
4,550
9
12
18
4,444
4,492
4,568
$
1.22
$
1.11
$
1.00
Year ended December 31, 2007
Before
Tax (Expense)
Tax
or
Net-of-Tax
Amount
Benefit
Amount
$
7,533
$
(2,099
)
$
5,434
353
(120
)
233
14
14
(14
)
5
(9
)
33
(11
)
22
374
(127
)
247
(2
)
(2
)
54
(18
)
36
812
(271
)
541
$
8,345
$
(2,370
)
$
5,975
Year ended December 31, 2006
Before
Tax (Expense)
Tax
or
Net-of-Tax
Amount
Benefit
Amount
$
7,083
$
(2,081
)
$
5,002
595
(202
)
393
(181
)
62
(119
)
129
(44
)
85
543
(184
)
359
$
7,626
$
(2,265
)
$
5,361
Year ended December 31, 2005
Before
Tax (Expense)
Tax
or
Net-of-Tax
Amount
Benefit
Amount
$
6,307
$
(1,741
)
$
4,566
(1,045
)
357
(688
)
(175
)
59
(116
)
(461
)
157
(304
)
(1,681
)
573
(1,108
)
$
4,626
$
(1,168
)
$
3,458
2007
2006
2005
Weighted Average
Weighted Average
Weighted Average
Shares
Exercise Price
Shares
Exercise Price
Shares
Exercise Price
65,746
$
17.83
57,983
$
17.25
55,362
$
15.49
15,513
20.05
10,880
21.00
10,953
24.00
(1,747
)
15.77
(750
)
14.18
(4,528
)
14.24
(2,367
)
19.40
(3,804
)
14.60
79,512
$
18.31
65,746
$
17.83
57,983
$
17.25
49,035
$
16.79
40,735
$
15.90
30,726
$
14.94
$
3.92
$
4.50
$
4.74
$
9,058
$
5,159
$
41,647
Outstanding
Exercisable
Contractual
Average
Average
Exercise
Average Life
Exercise
Exercise
Grant Date
Price
Shares
(Years)
Price
Shares
Price
$
14.10
10,813
3.51
$
14.10
10,813
$
14.10
14.25
11,570
4.67
14.25
11,570
14.25
15.13
12,094
5.89
15.13
11,029
15.13
20.25
8,380
6.88
20.25
7,138
20.25
24.00
10,262
7.54
24.00
5,549
24.00
21.00
10,880
8.80
21.00
2,936
21.00
20.05
15,513
9.80
20.05
20.05
Increase
(Decrease)
$
1,156
393
763
Years ended December 31,
2007
2006
$
6,881
$
6,503
281
296
387
366
(248
)
(23
)
(260
)
(261
)
$
7,041
$
6,881
$
5,543
$
5,076
519
428
300
300
(260
)
(261
)
$
6,102
$
5,543
(939
)
(1,338
)
1,071
1,500
(10
)
(12
)
(1,061
)
(332
)
(1,156
)
$
(939
)
$
(1,338
)
$
5,793
$
5,725
2007
2006
2005
$
281
$
296
$
287
387
366
346
(392
)
(359
)
(335
)
(2
)
(2
)
(2
)
54
75
94
$
328
$
376
$
390
2007
2006
2005
6.25
%
5.75
%
5.75
%
4.25
3.75
3.75
2007
2006
2005
5.75
%
5.75
%
5.75
%
7.00
7.00
7.00
3.75
3.75
3.75
2008
2009
2010
2011
2012
2013-2017
$308
$333
$338
$349
$1,917
(in thousands)
December 31, 2007
December 31, 2006
Carrying
Fair
Carrying
Fair
Value
Value
Value
Value
$
12,254
$
12,254
$
16,476
$
16,476
770
770
102
102
7,500
7,500
1,200
1,200
5,525
5,515
5,660
5,598
67,056
67,056
58,883
58,863
1,095
1,095
1,076
1,076
298,000
302,157
305,818
305,233
(2,322
)
(2,322
)
(2,572
)
(2,572
)
2,247
2,247
2,040
2,040
48,755
48,755
42,829
42,829
310,702
307,960
312,340
310,297
5,431
5,431
6,112
6,112
1,037
1,037
927
927
999
999
999
999
December 31,
2007
2006
$
35,827
$
37,627
15,544
10,975
718
859
Financial information:
(in thousands)
December 31,
2007
2006
$
235
$
337
355
490
590
827
40,725
39,673
2,972
2,892
4,053
3,947
275
522
$
48,615
$
47,861
$
9
$
73
34
2
48,572
47,786
$
48,615
$
47,861
(in thousands)
Years ended December 31,
2007
2006
2005
$
17
$
18
$
18
168
152
134
4,968
7,031
7,380
192
80
77
45
5,345
7,358
7,577
153
109
169
153
109
169
5,192
7,249
7,408
32
68
8
5,160
7,181
7,400
274
(2,179
)
(2,834
)
$
5,434
$
5,002
$
4,566
STATEMENTS OF CASH FLOWS
(in thousands)
Years ended December 31,
2007
2006
2005
$
5,434
$
5,002
$
4,566
(274
)
2,179
2,834
(77
)
(45
)
(66
)
(80
)
355
(180
)
(267
)
(64
)
68
44
32
2
(35
)
5,417
6,914
7,097
(762
)
(134
)
(489
)
137
79
340
(2,812
)
(422
)
(2,809
)
(410
)
(4,210
)
(2,957
)
(5,046
)
(1,069
)
(1,302
)
(2,242
)
47
289
796
(5,232
)
(3,970
)
(6,492
)
(237
)
135
195
827
692
497
$
590
$
827
$
692
2007 Quarter ended
March 31
June 30
September 30
December 31
$
6,447
$
6,704
$
6,798
$
6,774
2,668
2,776
2,860
2,756
3,779
3,928
3,938
4,018
67
23
30
12
9
45
9
1,026
972
1,065
1,061
2,968
3,072
3,091
3,078
1,782
1,814
1,957
1,980
503
500
538
558
$
1,279
$
1,314
$
1,419
$
1,422
$
.29
$
.30
$
.32
$
.32
.29
.30
.32
.32
.17
.42
.18
.18
2006 Quarter ended
March 31
June 30
September 30
December 31
$
5,924
$
6,086
$
6,232
$
6,421
2,333
2,483
2,606
2,689
3,591
3,603
3,626
3,732
30
30
29
(35
)
80
10
28
126
790
891
939
966
2,744
2,767
2,839
2,895
1,687
1,707
1,725
1,964
483
487
494
617
$
1,204
$
1,220
$
1,231
$
1,347
$
.27
$
.27
$
.27
$
.30
.27
.27
.27
.30
.16
.16
.17
.17
2007
Quarter Ended
High
Low
Dividends Declared
$
21.50
$
20.85
$
0.17
23.00
20.00
0.42
23.75
20.05
0.18
21.25
20.00
0.18
2006
Quarter Ended
High
Low
Dividends Declared
$
24.50
$
23.50
$
0.16
24.00
22.60
0.16
23.50
21.00
0.17
21.35
21.00
0.17
JoAnn N. McMinn,
Senior Vice President and Chief Financial Officer
P.O. Box 66
Mifflintown, PA 17059
JoAnn.McMinn@JVBonline.com
The Juniata Valley Bank
P.O. Box 66
Mifflintown, PA 17059
10 Commerce Drive
Cranford, New Jersey 07016-3572
Telephone: (800) 368-5948
Website:
www.RTCo.com
Email:
info@RTCo.com
Name of Subsidiary | State or Jurisdiction of Incorporation | Trade Name (If any) | ||
The Juniata Valley Bank
|
Pennsylvania | None | ||
Bridge and Main Streets
|
||||
Mifflintown, PA 17059
|
1. | I have reviewed this annual report on Form 10-K of Juniata Valley Financial Corp.; | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: 03/14/2008 | /s/ Francis J. Evanitsky | |||
Chief Executive Officer | ||||
1. | I have reviewed this annual report on Form 10-K of Juniata Valley Financial Corp.; | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have: |
a) | Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: 03/14/2008 | /s/ JoAnn N. McMinn | |||
Chief Financial Officer | ||||
1. | The Annual Report on Form 10-K of the Company for the annual period ended December 31, 2007 (the Report) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and | |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Francis J. Evanitsky
|
Date: 03/14/2008 |
1. | The Annual Report on Form 10-K of the Company for the annual period ended December 31, 2007 (the Report) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and | |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ JoAnn N. McMinn
|
Date: 03/14/2008 |