Exhibit 10.10
SEPARATION AND NON-COMPETITION AGREEMENT
THIS SEPARATION AND NON-COMPETITION AGREEMENT (the “Agreement”) is made and entered into as of April 23, 2025 by and among CITIZENS & NORTHERN CORPORATION, a Pennsylvania business corporation (the “Corporation”), CITIZENS & NORTHERN BANK (the “Bank”), a Pennsylvania chartered bank, Susquehanna Community Financial, Inc., a Pennsylvania business corporation (“Susquehanna Inc.”), Susquehanna Community Bank, a Pennsylvania chartered bank (“Susquehanna Bank”), and David S. Runk, an adult individual (“Employee”) on the terms and conditions set forth below:
WHEREAS, the Bank and Susquehanna Bank, and their respective affiliates, are engaged in the community banking business (the “Business”);
WHEREAS, Employee is currently employed by Susquehanna Inc. and Susquehanna Bank as President Chief Executive Officer pursuant to the terms of an employment agreement dated July 29, 2011 (the “Susquehanna Employment Agreement”) and will remain so employed until the closing of the merger and the other related transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”) by and among the Corporation, the Bank, Susquehanna Inc., and Susquehanna Bank (the “Merger”);
WHEREAS, Employee has been a fundamental and elemental architect of the systems, policies, procedures, and processes of Susquehanna Inc. and Susquehanna Bank;
WHEREAS, Employee will terminate his employment with both Susquehanna Inc. and Susquehanna Bank effective and contingent upon the closing of the Merger (the “Termination Date”);
WHEREAS, Employee, the Corporation, the Bank, Susquehanna Inc., and Susquehanna Bank wish to settle, compromise and resolve any and all claims that Employee may have against the Corporation, the Bank, Susquehanna Inc., and Susquehanna Bank or any of the affiliates or subsidiaries of such entities, including claims under the Susquehanna Employment Agreement, in order to facilitate completion of the Merger; and
WHEREAS, the Corporation and the Bank, as part of this Agreement, agree to provide Employee with certain special benefits that they are not otherwise obligated to provide, including that they will not dispute Employee’s claim that a “Termination Pursuant to a Change in Control,” as defined in the Susquehanna Employment Agreement, has occurred to Employee as of the Termination Date.
NOW THEREFORE, Employee, the Corporation, the Bank, Susquehanna Inc., and Susquehanna Bank hereby agree as follows:
[SIGNATURE BLOCK FOLLOWS]
IN WITNESS WHEREOF, Employee, the Corporation, the Bank, Susquehanna Inc., and Susquehanna Bank have signed this Agreement on the date(s) set forth below:
ATTEST: | CITIZENS & NORTHERN CORPORATION |
/s/ Elizabeth Pivirotto/s/ J. Bradley Scovill
By

ATTEST:CITIZENS & NORTHERN BANK
/s/ Elizabeth Pivirotto/s/ J. Bradley Scovill
By

ATTEST: | SUSQUEHANNA COMMUNITY FINANCIAL, INC. |
/s/ Christian C. Trate
By

ATTEST:SUSQUEHANNA COMMUNITY BANK
/s/ Christian C. Trate
By

WITNESS:EMPLOYEE
/s/ David S. Runk
By

EXHIBIT A
RELEASE
I, David Runk, in consideration of the compensation extended to me under the Agreement to which this Release is attached as Exhibit A, on behalf of myself and my heirs, executors, administrators and assigns, hereby release, waive, and forever discharge Citizens & Northern Corporation (the “Corporation”), Citizens & Northern Bank (the “Bank”), Susquehanna Community Financial, Inc. (“Susquehanna Inc.”), Susquehanna Community Bank (“Susquehanna Bank”), and their subsidiaries, affiliates, predecessors, successors, parent companies or assigns, and their respective directors, officers, trustees, employees, representatives, attorneys and agents (individually and collectively the “Releasees”) from any and all claims, demands, losses, liabilities, and causes of action of any nature or kind whatsoever related to any past or present duties or responsibilities of any of the Releasees, known or unknown, suspected or unsuspected, which arose or accrued on or before the effective date of this Release, including, but not limited to: claims in tort or contract; breach of fiduciary duty; defamation; emotional distress; wrongful or unlawful discharge; claims for bonuses, severance pay, vacation leave, employee or fringe benefits, or other compensation; and claims based on any state or federal wage, employment or common laws, statutes or amendments thereto, including, but not limited to: (a) age discrimination claims under the Age Discrimination in Employment Act (“ADEA'”), 29 U.S.C. § 621 et seq., as amended by the Older Workers Benefit Protection Act; (b) any race, color, religion, sex or national origin discrimination claims under Title VII of the 1964 Civil Rights Act, 42 U.S.C. § 2000(e) et seq.; (c) any claim under the Americans with Disabilities Act (“ADA”), 42 U.S.C. § 12101 et seq.; (d) claims under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), 29 U.S.C. § 1001 et seq. (excluding claims for vested benefits); (e) any claim under the National Labor Relations Act (“NLRA”), 29 U.S.C. § 151 et seq.; (f) claims under the Worker Adjustment and Retraining Notification Act (“WARN”), 20 U.S.C. § 2101 et seq.; (g) claims under any state discrimination in employment statute; (h) any claims related to or arising out of my entering into this Agreement; (i) any claims related to or arising out of my former employment with and the termination of my employment and separation from Susquehanna Inc. and Susquehanna Bank, including but not limited to a claim for wrongful discharge in violation of public policy; or (j) any claims for damages due to personal injury or for compensatory or punitive damages.
Notwithstanding any provision of this Release to the contrary, nothing contained herein shall be deemed to modify, waive, release, terminate or amend any right or benefit I may possess under the terms of the Separation and Non-Competition Agreement to which this Release is attached as Exhibit A (the “Agreement”), and I do not waive or release any right that I may have related to (i) vested benefits under any Compensation or Benefit Plan other than the Susquehanna Employment Agreement, (ii) any breach of the Agreement, (iii) any claim or right that may arise after I sign this Release, (iv) any accrued but unused vacation leave as of the Termination Date, (v) my rights as a shareholder, depositor or borrower of the Corporation, the Bank, Susquehanna Inc., and Susquehanna Bank, or (vi) any right or benefit that cannot be waived as a matter of law.
I specifically acknowledge and represent that: (a) I have had a reasonable time, that is, up to twenty-one (21) days, within which to consider whether to provide this Release, and that I am free to provide this Release prior to expiration of the twenty-one (21) days if I so desire; (b) the terms of this Release are clear and understandable to me; (c) the compensation and benefits provided to me under the Agreement to which this Release is attached exceed the compensation
and benefits that I was otherwise entitled to receive as an employee of Susquehanna Inc. and/or Susquehanna Bank; (d) I have been advised to consult with an attorney of my choice prior to signing this Release; (e) I have been advised that I have the right to revoke this Release at any time during the seven (7) day period following the date on which I sign the Release; (f) by providing this Release, I give up any right to sue any of the Releasees for any violation of the ADEA, or any other statute, law or common law; and (g) I have the legal capacity to provide this Release and I have signed this Release and the Agreement knowingly and voluntarily.
All capitalized terms which are defined in the Agreement and which are not otherwise defined herein shall have the meaning set forth in the Agreement.
The Agreement shall not become effective or enforceable until the expiration of the seven (7) day revocation period following the execution of this release.
EMPLOYEE
By