<PAGE>
===============================================================================
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
JUNIATA VALLEY FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
JUNIATA VALLEY FINANCIAL CORP.
Bridge and Main Streets
Post Office Box 66
Mifflintown, PA 17059
Telephone (717) 436-8211
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Date: April 18, 2000
Time: 10:30 a.m.
Place: Clarion Inn, Burnham, Pennsylvania
Matters to be voted on:
1. Election of Directors. Election of five Class A Directors to serve
---------------------
until the 2003 annual meeting.
2. 2000 Incentive Stock Option Plan. Approval of our 2000 Incentive
--------------------------------
Stock Option Plan.
3. Other Business. Any other business properly brought before the
--------------
shareholders at the meeting.
You can vote your shares of common stock if our records show that you owned
the shares at the close of business on March 13, 2000 (the "Record Date"). Your
vote at the annual meeting is very important to us. Please vote your shares of
common stock by completing the enclosed proxy and returning it to us in the
enclosed prepaid envelope. This proxy will not be used if you are present at
the meeting and desire to vote in person.
BY ORDER OF THE BOARD OF DIRECTORS,
RONALD H. WITHERITE
Secretary
Mifflintown, Pennsylvania
March 14, 2000
<PAGE>
JUNIATA VALLEY FINANCIAL CORP.
PROXY STATEMENT
March 14, 2000
GENERAL INFORMATION
This proxy statement has information about the annual meeting of
shareholders of Juniata Valley Financial Corp. ("JVF"). JVF's management
prepared this proxy statement for the board of directors. We first mailed this
proxy statement and the enclosed proxy card to shareholders on March 14, 2000.
We will pay the costs of preparing, printing and mailing the proxy and all
related materials. In addition to sending you these materials, some of our
employees may contact you by telephone, by mail or in person.
Our executive offices are located at Bridge and Main Streets, Mifflintown,
Pennsylvania 17059, and our telephone number is (717) 436-8211. Our mailing
address is P. O. Box 66, Mifflintown, Pennsylvania 17059.
Shareholder Proposals for the 2001 Annual Meeting of Shareholders
If you want to include a shareholder proposal in the proxy statement for
the 2001 annual meeting, you must deliver the proposal to our secretary at our
executive offices by November 15, 2000.
If the date of our next annual meeting is advanced or delayed by more than
30 days from April 17, 2001, we will promptly inform you of the change of the
annual meeting and the date by which shareholder proposals must be received.
VOTING
Who can vote?
You can vote your shares of common stock if our records show that you owned
the shares at the close of business on March 13, 2000 (the "Record Date"). A
total of 2,225,871 shares of common stock were outstanding on the Record Date
and can vote at the annual meeting. You get one vote for each share of common
stock. The enclosed proxy card shows the number of shares you can vote. We will
hold the annual meeting if the holders of a majority of the shares of the common
stock entitled to vote either sign and return their proxy cards or attend the
meeting in person.
The Trust Department of our subsidiary bank, The Juniata Valley Bank (the
"Bank"), as sole trustee, holds 169,264 shares of common stock. The Trust
Department may vote these shares at the annual meeting.
<PAGE>
As of the Record Date:
. Management of JVF beneficially owned a total of 6.99% of our common
stock;
. the Bank's Trust Department, as corporate fiduciary, owned 7.60% of
our common stock; and
. to our knowledge, no shareholder beneficially owned 5% or more of our
common stock.
What vote is required?
All matters to be voted on at the annual meeting, including election of
directors, must be approved by the holders of a majority of the shares of common
stock entitled to vote.
What if other matters come up at the annual meeting?
The matters described in this proxy statement are the only matters we know
will be voted on at the meeting. If other matters are properly presented at the
annual meeting, the proxyholders named in the enclosed proxy card will vote your
shares as they see fit.
How are votes counted?
At the annual meeting, our judges of election will manually count all votes
which are cast in person or by proxy.
Voting is an important right of shareholders. If you abstain or otherwise
fail to cast a vote on any matter, the abstention or failure is not a vote and
will not be counted.
Can I change my vote after I return my proxy card?
Yes. At any time before the vote on a proposal, you can change your vote
either by:
. giving JVF's secretary a written notice revoking your proxy card; or
. signing, dating and returning to us a new proxy card.
We will honor the proxy card with the latest date.
Can I vote in person at the annual meeting?
Yes. We encourage you to complete and return the proxy card to ensure that
your vote is counted. However, you may attend the meeting and vote in person
whether or not you have previously returned a proxy card.
-2-
<PAGE>
ELECTION OF DIRECTORS OF JVF
With respect to electing directors, JVF's bylaws provide as follows:
. the board of directors will consist of not less than five nor more
than 25 directors;
. there will be three classes of directors, as nearly equal in number as
possible;
. each class will be elected for a term of three years; and
. each class will be elected in a separate election, so that the term of
office of one class of directors will expire in each year.
At the annual meeting, we will nominate the five persons named in this
proxy statement as Class A Directors. Although we don't know of any reason why
any of these nominees might not be able to serve, we will propose a substitute
nominee if any nominee is not available for election.
Shareholders also can nominate persons to be directors. If you want to
nominate someone, you must deliver or mail a notice to the secretary of JVF not
less than 45 days prior to the date of the annual meeting. Your notice must
state your name and residence address and the number of shares of JVF which you
own. Your notice must also contain the following information on each proposed
nominee:
. the name, address and age of the nominee;
. the principal occupation of the nominee;
. the number of shares of JVF common stock owned by the nominee; and
. the total number of shares that, to your knowledge, will be voted for
the nominee.
If you do not follow this procedure, the Chairman of the meeting will
disregard your nominations and the judges of election will disregard any votes
cast for your nominees.
The proxyholders named in the proxy card intend to vote for the election of
the five persons listed as Class A Directors to serve until the 2003 annual
meeting. Unless you indicate otherwise, your proxy will be voted in favor of the
election of those nominees. Each nominee for the position of Class A Director is
currently a director of JVF and the Bank.
-3-
<PAGE>
The following table shows the name and age of each nominee and the current
directors in each class. The table also shows the following information on each
nominee and director:
. business experience, including principal occupation for the past five
years;
. the period during which he or she has served as a director of JVF and
the Bank; and
. the number and percentage of outstanding shares of common stock of JVF
which he or she beneficially owned as of the Record Date.
<TABLE>
<CAPTION>
Business Experience
Including Principal Amount and Percentage
Occupation Nature of of
for the Director Beneficial Outstanding
Name and Age Past Five Years Since/1/ Ownership/2/ Stock Owned
- ------------ --------------- ----- --------- -----------
<S> <C> <C> <C> <C>
CLASS A Directors to be elected for a three-year term ending in 2003.
A. Jerome Cook Chairman and CEO 1976 4,933 *
Age 59 of The Juniata Valley
Bank and Juniata Valley
Financial Corp.
Martin L. Dreibelbis Self-employed 1998 2,032 *
Age 46 Petroleum Consultant
Mifflintown, PA
Marshall L. Hartman Retired President, 1998 30,670 1.38%
Age 61 Lewistown Trust Co.
Lewistown, PA
Robert K. Metz President, Metz 1998 12,362 *
Age 58 Poultry Farms, Inc.
Belleville, PA
Richard M. Scanlon, DMD Self-employed Dentist 1998 1,440 *
Age 51 Lewistown, PA
CLASS C Directors to continue in office to 2002.
Joe E. Benner Owner, Benner 1996 4,046 *
Age 61 Automotive
Mifflintown, PA
</TABLE>
-4-
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Francis J. Evanitsky President & COO 1998 1,500 *
Age 57 The Juniata Valley
Bank and Juniata
Valley Financial Corp.
Philip E. Gingerich, Jr. President, Central 1998 5,542 *
Age 41 Insurers Group, Inc.
Lewistown, PA
Dale G. Nace Owner, Glenn Nace 1992 1,825 *
Age 55 Plumbing & Heating;
GlenDale Storage,
Millerstown, PA
Edward R. Rhodes Retired Partner, 1992 1,470 *
Age 71 E. R. Rhodes & Son
Lewistown, PA
Harold B. Shearer Self-Employed Farmer 1988 4,279 *
Age 64 East Waterford, PA
Jan G. Snedeker President, Snedeker 1998 1,357 *
Age 53 Oil Co., Inc.
Lewistown, PA
CLASS B Directors to continue in office to 2001.
Don E. Haubert President, Haubert 1975 7,689 *
Age 60 Homes, Inc.,
Mifflintown, PA
Timothy I. Havice Real Estate Developer 1998 12,486 *
Age 52 Lewistown, PA
Charles L. President, Hoenstine 1998 2,741 *
Hershberger Funeral Homes, Inc.
Age 54 Lewistown, PA
John A. Renninger President of A.D. 1979 10,442 *
Age 64 Renninger Lumber Co.
Richfield, PA
John M. Wilson Retired President, 1998 30,705/3/ 1.38%
Age 70 Wilson Oil, Co.
Lewistown, PA
</TABLE>
-5-
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Ronald H. Witherite Owner, Ron's IGA 1992 1,085 *
Age 62 Fruit Market
Reedsville, PA
</TABLE>
* Less than one (1%) percent.
(1) Includes period prior to the formation of JVF (1983) during which the
person served as director of the Bank. With respect to former Lewistown
directors, does not include years served as Lewistown directors. Each
director of JVF also serves as a director of the Bank.
(2) The securities "beneficially owned" by an individual are determined in
accordance with the definition of "beneficial ownership" set forth in the
regulations of the Securities and Exchange Commission. Accordingly, they
may include securities owned by or for the spouse, minor children and any
other relative of the individual who has the same home as the individual,
as well as other securities as to which the individual has or shares voting
or investment power or has the right to acquire under outstanding stock
options within 60 days after March 14, 2000. Beneficial ownership may be
disclaimed as to some of the securities.
(3) In last year's proxy statement, we erroneously reported that the number of
shares owned by Mr. Wilson was 19,390. The correct number of shares owned
which should have been reported in last year's proxy statement is 31,185
(1.34% of JVF's outstanding common stock at that time).
Our bylaws require that a director resign upon reaching 72 years of age.
Pursuant to this requirement, Karl E. Guss, a director since 1974, resigned in
January 2000. As of the Record Date, he beneficially owned 16,790 shares of JVF
common stock (less than 1%).
The following table shows all shares beneficially owned by all directors
and principal officers as a group:
Amount and Nature of
Beneficial Ownership
--------------------
Title of Class Direct Indirect Percentage
-------------- ------ -------- ----------
Common 142,813 12,668 6.99%
-6-
<PAGE>
MANAGEMENT OF JVF AND THE BANK
Board of Directors
The Board of Directors of JVF and the Bank are identical. The Board of
Directors of JVF has not appointed any committees as of this date. JVF has
utilized the Bank's committees.
Executive Officers
The following table shows our executive officers, their ages, their
positions and the common stock each of them beneficially owned (determined
according to Securities and Exchange Commission regulations) as of March 13,
2000.
<TABLE>
<CAPTION>
Amount and Percentage
Nature of of
Beneficial Outstanding
Name and Age Title Ownership Stock
- ------------ ----- --------- -----
<S> <C> <C> <C>
A. Jerome Cook Chairman and CEO 4,933 *
Age 59 of JVF and the Bank
Francis J. Evanitsky President and COO 1,500 *
Age 57 of JVF and the Bank
</TABLE>
* - Less than one (1%) percent.
Board Personnel Committee Report on Executive Compensation
We do not have a Compensation Committee. The Personnel Committee makes
recommendations to the Board of Directors regarding executive compensation. The
Board of Directors then reviews and ratifies the Personnel Committee's
recommendations.
The Personnel Committee's objective is to provide a level of salary
competitive with that offered by other similar regional bank holding companies
and banks. The Personnel Committee reviews the results of several salary and
compensation surveys. Executive compensation is not based solely on JVF's
corporate performance. The process of determining executive compensation is
mostly subjective and not based on quantifiable data.
Our executive officers, Mr. Cook and Mr. Evanitsky, participate in the
same two bonus programs in which all of our employees participate. These
programs pay modest bonuses. One bonus is paid at year end. The other bonus is
paid after JVF's return on assets is calculated. We offer no special incentive
programs for our executive officers.
Mr. Cook's and Mr. Evanitsky's total compensation appears in the Summary
Compensation Table on Page 9.
-7-
<PAGE>
Compensation Committee Interlocks and Insider Participation
Members of the Personnel Committee are John Renninger, Timothy Havice,
Philip Gingerich and Ronald Witherite. None of these committee members:
. have been officers or employees of JVF or the Bank at any time; or
. serves on the compensation committee or any similar committee of
another public company.
Stock Performance Graph
The following graph shows the yearly percentage change in JVF's cumulative
total shareholder return on its common stock from December 31, 1995 to December
31, 1999 compared with the S&P Stock Index and a Peer Group Index (the "Peer
Group Index"), consisting of eight Pennsylvania bank holding companies. The bank
holding companies in the Peer Group Index are ACNB Corporation, Codorus Valley
Bancorp, Inc., Columbia Financial Corp., Community Banks, Inc., Fidelity Deposit
& Discount Bank, Hanover Bancorp, Inc., PennRock Financial Services Corp., and
Union National Financial Corp.
[PERFORMANCE GRAPH]
Comparison of Five-Year Total Cumulative Return
Juniata Valley Financial Corp.
Stock Price Performance Graph Data
<TABLE>
<CAPTION>
================================================================================================
1994 1995 1996 1997 1998 1999
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ACNB Corporation 100.00 124.88 119.68 181.66 180.90 151.74
Codorus Valley Bancorp, Inc. 100.00 133.86 145.75 234.74 214.15 220.03
Columbia Financial Corp. 100.00 117.67 143.29 240.38 252.71 242.40
Community Banks, Inc. 100.00 115.02 129.58 225.65 207.19 204.55
Fidelity Deposit & Discount Bank 100.00 104.58 108.78 129.85 166.73 193.19
Hanover Bancorp, Inc. 100.00 99.53 101.99 127.51 132.60 118.30
PennRock Financial Services Corp. 100.00 71.34 70.88 88.94 108.79 84.01
Union National Financial Corp. 100.00 147.29 179.13 181.31 150.66 143.49
-------------------------------------------------------------
Peer Group Total 800.00 914.17 999.07 1,410.04 1,413.72 1,357.70
- ------------------------------------------------------------------------------------------------
Peer Group Index 100.00 114.27 124.88 176.26 176.72 169.71
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
Juniata Valley Financial Corp. 100.00 112.36 147.26 166.25 181.50 165.66
- ------------------------------------------------------------------------------------------------
S & P 500 Total Return 100.00 137.45 168.92 225.21 289.43 350.26
- ------------------------------------------------------------------------------------------------
S & P 500 Total Return Index 100.00 137.45 168.92 225.21 289.43 350.26
================================================================================================
</TABLE>
-8-
<PAGE>
Remuneration of Executive Officers
The following Summary Compensation Table shows the annual salary and other
compensation of our executive officers for the last three years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
------------------------------
Annual Compensation Awards Payouts
---------------------------------- -------------- --------------
Other Securities
Name Annual Restricted Underlying All Other
and Compen- Stock Options/ LTIP Compen-
Principal sation /1/ Awards /2/ SARs /3/ Payouts /4/ sation /5/
Position Year Salary ($) Bonus ($) ($) ($) (#) ($) ($)
- -------- ---- ---------- --------- ---------- ---------- --------------------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
A. Jerome Cook 1999 140,279 1,135 - - - - 29,117
Chairman & CEO 1998 130,462 1,185 - - - - 42,504
1997 123,392 1,185 - - - - 42,216
______
Francis J. Evanitsky 1999 106,037 1,135 - - - - 9,010
President & COO * 1998 105,987 1,185 - - - - 4,184
</TABLE>
* - Mr. Evanitsky is the former President and CEO of Lewistown Trust Company. He
began employment with JVF in 1998, after the merger.
(1) The total personal benefits provided for any executive officer,
individually or all executive officers as a group did not exceed the
lesser of (i) $50,000 or (ii) 10% of the salary and bonus of the officer
for any of the years shown. This does not include benefits that are
available to all salaried officers, directors and employees on a
non-discriminatory basis.
(2) We have not issued any Restricted Stock Awards to any executive officer.
(3) We has not issued any options or SARs to any executive officer.
(4) We do not maintain any Long-Term Incentive Plan as defined in the
applicable Securities and Exchange Commission regulations.
(5) Mr. Cook received $7,800 in 1999, $7,800 in 1998, and $7,800 in 1997 as
compensation for serving as a director of JVF and the Bank. Mr. Cook has
elected to defer a portion of this compensation in the manner described
below under "Director's Compensation." Mr. Cook participated in the
Officer's Supplemental Retirement Plan, also described below. Accruals to
Mr. Cook's account under this Plan were $15,000 in 1999, $29,000 in 1998,
and $29,000 in 1997. Finally, Mr. Cook participated in the Director's
Retirement Plan described below. Accruals to Mr. Cook's account under
this plan were $5,813 in 1999, $5,214 in 1998, and $5,012 in 1997. Mr.
Cook is provided with the use of an automobile. the compensation element
of this automobile was $504 in 1999, $490 in 1998, and $404 in 1997. Mr.
Evanitsky received $7,800 in 1999 and $3,900 in 1998 as compensation for
serving as a director of JVF and the Bank. Mr. Evanitsky is provided with
the use of an
-9-
<PAGE>
automobile; the compensation element of this automobile was $1,210 in
1999 and $284 in 1998.
Employment Agreements
In 1995, we entered into an employment agreement with Mr. Cook. The
agreement provides that we will pay Mr. Cook severance compensation equal to
2.95 times his average annual compensation over the five years immediately
preceding termination of his employment if:
. Mr. Cook's employment is terminated without cause;
. Mr. Cook's employment is terminated by either Mr. Cook or us at any
time during the six months before or nine months after a change in
control of JVF and the Bank.
The agreement will expire when Mr. Cook retires.
In 1998, we entered into a an employment agreement with Mr. Evanitsky.
The key provisions of Mr. Evanitsky's agreement are identical to those of Mr.
Cook's agreement summarized in the preceding two paragraphs. The agreement will
expire when Mr. Evanitsky retires.
Stock Option Grants
Securities Exchange Commission regulations require us to disclose stock
option grants to executive employees. The Board of Directors has approved the
2000 Incentive Stock Option Plan described on page 16 of this proxy statement
and submitted that plan for shareholder approval at the annual meeting. If the
plan is approved by the shareholders, it will take effect on May 31, 2000. No
options will be granted under the 2000 Incentive Stock Option Plan until it
receives shareholder approval and becomes effective. Otherwise, JVF maintains no
stock option plans and the following table indicates that JVF has granted no
options.
INCENTIVE STOCK OPTION GRANTS
IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential
Realizable Value at
Assumed Annual Alternative
Rates of Stock Price
Appreciation
Individual Grants for Option Term
- --------------------------------------------------------------------- ---------------------
Number of % of Total
Securities Options/
Underlying SARs
Options/ Granted to Exercise
SARs Employees or Base Expira-
Granted in Fiscal Price tion
Name (#) Year ($/Sh) Date 5% ($) 10% ($)
- ---- ------- ----------- ------ -------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
A. Jerome Cook 0 0% $0 0 $0 $0
Francis J. 0 0% $0 0 $0 $0
Evanitsky
</TABLE>
-10-
<PAGE>
Pension Plan
We maintain a pension plan for employees of JVF and the Bank. The total
amount set aside, as of December 31, 1999, for all pension or retirement
benefits to be paid for all plan participants was $170,087, which is equal to
5.27% of the total covered compensation of all plan participants. All employees
with 12 months' continuous service who are at least 21 years old (except hourly
employees who work less than 1,000 hours per year) are eligible to participate.
The formula used to determine an employee's monthly pension income is 1% of the
employee's average monthly compensation for the plan year multiplied by his or
her years of service, not to exceed 99 years. An employee may retire early with
reduced benefits as long as the employee is at least 55 years old and has
completed 20 years of service. Average monthly earnings are based on the
employee's highest five consecutive years of earnings, excluding directors'
fees.
The amount shown on the following table assumes the retired employee:
. chose a straight life annuity;
. is presently 50 years old; and
. will retire at the age of 65 years.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
Years of Service
---------------------------------------------------------------------
Remuneration 15 20 25 30 35
- ------------ -- -- -- -- --
<S> <C> <C> <C> <C> <C>
75,000 $ 13,594 $ 18,125 $ 22,656 $ 27,187 $ 31,718
95,000 $ 18,674 $ 24,900 $ 31,125 $ 37,349 $ 43,574
115,000 $ 23,794 $ 31,725 $ 39,656 $ 47,587 $ 55,518
135,000 $ 28,894 $ 38,525 $ 48,156 $ 57,787 $ 67,418
145,000 $ 31,444 $ 41,925 $ 52,406 $ 62,887 $ 73,368
155,000 $ 32,700 $ 43,600 $ 54,500 $ 65,400 $ 76,300
</TABLE>
As of December 31, 1999, Mr. Cook had 34 years of credit service under the
Pension Plan and Mr. Evanitsky had 3 years of credit service under the Pension
Plan.
Officer's Supplemental Retirement Plan
In December, 1988, the Bank established a supplemental retirement plan for
certain key executive employees. The main features of the plan are:
. a target annual retirement benefit equal to 40% of the employee's
1988 compensation;
-11-
<PAGE>
. retirement benefit will accrue to the account of each participating
employee, beginning in 1989, over employee's working years with the
Bank until the age of 65;
. benefits will be paid over 10 years beginning at age 65; and
. a participant can receive a lesser retirement benefit, equal to the
participant's accrued benefit to date of retirement, if participant
retires at or after the age of 62, as long as he or she has completed
15 years of service.
The plan also provides for a disability pension in an amount equal to the
participant's accrued retirement benefit on the date of disability. This
pension:
. is payable over a 10-year period, beginning at age 65;
. payment may be accelerated with approval of the Board.
If a participant in the plan dies while employed by the Bank, a death
benefit is payable. The amount of the benefit depends on whether the Bank has
purchased insurance on the life of the participant. The death benefit is equal
to:
. the proceeds of the policy if the Bank has purchased insurance; or
. the equivalent of the participant's accrued retirement benefit if the
Bank has not purchased life insurance.
Directors' Compensation
We pay each director an annual directors's fee of $7,800 for attending 12
regular meetings of the Board of Directors. We also pay each director who is not
an executive officer $75 for attending each Bank committee meeting and special
meeting of the Board of Directors.
Director's Deferred Compensation Plans
The 1982 Plan
In 1982, we established a director's deferred compensation plan. This plan
permitted participating directors to defer $3,700 in director's fees each year
for a five year period beginning with the election to participate in the plan.
In return we agreed to pay each participating director a specified amount in 120
equal payments beginning at the age of 65 or five years after the date the
director elects to participate in the plan, whichever is later. If the director
were to die before that time, upon the death of the director. We applied the
deferred director's compensation to the purchase of life insurance policies
which will fund our obligations under the plan. JVF is the owner and the
beneficiary of these life insurance policies.
-12-
<PAGE>
The 1987 Plan
In 1987, when the first director's deferred compensation plan was fully
funded, we offered directors a second deferred compensation plan. Each director
could elect to defer $4,900 in directors fees each year for five years in
exchange for an additional benefit similar to that offered under the 1982 plan.
The 1991 Plan
In 1991, when the second plan was funded, we offered a third deferred
compensation plan to directors. Each director could elect to defer $6,000 in
director's fees each year for five years in order to receive an additional
benefit similar to that offered under the 1982 and 1987 plans.
All three plans operate in substantially the same manner and all are
funded by insurance policies as described above. The 1982, 1987 and 1991 plans
will continue in effect.
The 1999 Plan
Effective January 1, 1999, the Board of Directors adopted a directors'
deferred compensation which is in addition to the other plans described above.
The 1999 plan is different than the other deferred compensation plans. The 1999
plan is an unfunded plan. We do not make contributions to the plan. This plan
simply allows our directors to defer receipt of their compensation to future
dates.
Prior to each calendar year, a director may elect to defer receipt of all
or a part of his or her compensation for that calendar year. We will credit the
deferred amounts to an account maintained at the Bank. Each participating
director will have a separate account. The deferred compensation will earn
interest, compounded quarterly, at the current interest rate of the Bank's
floating IRA savings program.
A participating director who resigns as director before reaching age 55
will receive his or her account balance in one lump sum distribution. A
participating director who resigns as director after reaching age 55 will
receive his or her account balance in equal semi-annual payments the ten years
beginning on the earlier of January 1 or July 1 after he or she resigns.
If a participating director dies prior to receiving all of his or her
account balance, we will pay the director's remaining account balance in one
lump sum to the director's designated beneficiary. In the event of a director's
permanent disability or unforeseeable emergency, the Board of Directors has the
discretion to accelerate payment that director's account balance.
-13-
<PAGE>
Director's Retirement Plan
In December, 1988, the Bank established a retirement program for
directors. All persons who were directors of the Bank on January 1, 1988, are
eligible for benefits under the plan. All directors who became directors after
January 1, 1988, are eligible upon completing six months of service on the
Board. The plan provides for a target retirement benefit of $7,800 per year for
10 years beginning at age 65, or, if later, at when the director has completed
10 years of credited service (as defined in the plan) with the Board. The
retirement benefit for each director will accrue over his or her remaining
projected period of service until he or she reaches age 65 or completes 10 years
of credited service. The plan depends on annual funding which is subject to
approval by the Board of Directors. If the Board terminates the plan or declines
to make a contribution in any year, directors will receive only the benefits
that have accrued, even if less than the targeted benefits. Lesser benefits are
payable in the event of the director's death, disability, or other termination
(except terminations caused by the director's fraud or dishonesty).
Transactions with Officers and Directors
During 1999, the Bank had and expects to continue having banking
transactions in the ordinary course of business with our directors, officers,
and principal shareholders on the same terms, including interest rates and
collateral on loans, as those prevailing at the time for comparable transactions
with others. Management believes that these loans present no more than the
normal risk of collectibility or other unfavorable features. During 1999, the
highest aggregate amount of credit the Bank extended to directors, officers and
their associates, either directly or indirectly, did not exceed 20% of equity
capital. Also during 1999, extension of credit to any one director, officer, or
principal shareholder did not exceed 10% of equity capital.
Section 16(a) Beneficial Ownership Reporting Compliance
Our directors and executive officers must file reports with the Securities
and Exchange Commission indicating:
. the number of shares of JVF common stock they beneficially own; and
. changes in their beneficial ownership.
To the best of our knowledge, our directors and executive officers filed
all required reports in 1999.
Committees of the Board of Directors of the Bank
The Board of Directors of JVF has not established its own committees. The
Board uses the committees of the Bank.
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The Board of Directors met 12 times during 1999. No director attended
fewer than 75% of the total number of meetings of the Board and committees on
which he or she served.
Audit Committee
Members: Edward Rhodes Martin Dreibelbis
Charles Hershberger John Wilson
Meetings: 3
Functions:
. Review internal financial information;
. Review the results of audits with independent auditors;
. Oversee quarterly reporting; and
. Review examination reports by state and federal banking regulators.
Trust Committee
Members: Harold Shearer Joe Benner
John Wilson Martin Dreibelbis
Meetings: 11
Functions:
. Determine the policy and investments of the Bank's Trust Department
. Accept and relinquish all fiduciary relationships; and
. Keep minutes of meetings for monthly review by the Board of
Directors.
Personnel Committee
Members: John Renninger Timothy Havice
Philip Gingerich Ronald Witherite
Meetings 2
Functions: Review all personnel policies, including compensation of
all employees.
Other Committees of the Bank
There is no nominating committee. There are other standing committees
which the Chairman of the Board appoints from time to time subject to the
approval of the Board. Examples of some of these committees are:
. Policy Committee;
. Consumer Committee;
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. Marketing Committee;
. Buildings and Grounds Committee; and
. Pension and Finance Committee.
APPROVAL OF INCENTIVE STOCK OPTION PLAN
At the annual meeting, you will be asked to vote to approve the JVF 2000
Incentive Stock Option Plan. We recommend that you vote for it. A copy of the
plan is attached to this proxy statement as Appendix "A."
Vote Required
If a majority of the shares of common stock entitled to vote at the
meeting are voted for the plan, the plan will be approved.
Summary of the Plan
Here is a summary of the significant terms of the plan approved by the
Board of Directors on January 18, 2000:
Total Number of
Shares Covered........... 200,000
Administration ............ The Board of Directors, or a committee
appointed by the Board will administer the
plan.
Eligible................... Persons Officers and other key employees
of JVF and the Bank.
Exercise Price............. Generally the fair market value of JVF's
common stock on the date we grant the
option.
Terms of Options........... Generally 10 years, but could be a shorter
period.
Vesting of Options......... Options granted to an employee who is age
54 or younger will generally vest over a
five-year period, with 20% of the options
becoming exercisable on each anniversary
of the date the options were granted.
Options granted to an employee who is age
55 or older will generally vest over a
three-year period, with 33% of the options
becoming exercisable on each anniversary
of the date the options were granted.
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We can alter these vesting schedules.
Exercise of Options........ The holder of an option can choose to pay
the exercise price of the option in cash,
with JVF common stock (valued at the
closing price of the common stock on the
exercise date) or by a combination of cash
and JVF stock.
Transferability............ Options are not transferable except by
will or by intestate succession.
Acceleration of
Vesting Options.......... If a Change of Control of JVF (as defined
in the plan) occurs, the options will vest
immediately and become exercisable in full
unless we determine otherwise.
Term of Plan............... The plan will expire on May 31, 2010,
unless we terminate it earlier.
Federal Income Tax Consequences to Option-Holders
Options granted under the plan will be incentive stock options ("ISO's").
If the option-holder holds the underlying stock for the required holding period,
he or she will receive special tax treatment. The option-holder will not
recognize any taxable income when the we grant the option or when the
option-holder exercises the option. When the option-holder resells the stock, he
or she will recognize capital gain or loss equal to any difference between the
sale price and the exercise price.
The required holding period is the later of one year from the date of
exercise or two years from the date of the grant. If the option-holder disposes
of the stock during this holding period, he or she will recognize ordinary
income equal to the difference between the fair market value on the date of
exercise and the exercise price, or the difference between the sale price and
the exercise price, whichever is less. We are entitled to take a deduction in
the amount of ordinary income recognized by the option-holder.
This is only a summary of the federal income tax consequences of the grant
and exercise of options under the plan. It is not a complete statement of all
tax consequences. In particular, we have not discussed the income tax laws of
any municipality, state, or foreign country where an optionee resides.
OTHER BUSINESS
At the date of this proxy statement, we are not aware of any business to
presented at the annual meeting other than the proposals discussed in this proxy
statement. If other proposals are properly brought before the meeting, the
proxyholders named in the enclosed proxy card will vote your shares as they see
fit.
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INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have engaged Beard & Company, Inc., Reading, Pennsylvania, as principal
accountant to audit the financial statements of JVF and the Bank for the year
1999. This firm has no material relationship with JVF or the Bank and is
considered to be well qualified. A representative of the firm is expected to be
at the annual meeting.
FORM 10-K ANNUAL REPORT
You can obtain a copy of our Annual Report on Form 10-K free of charge by
sending your request to:
Ms. Linda L. Engle
Executive Vice President/CFO
The Juniata Valley Bank
P.O. Box 66
Mifflintown, PA 17059
RETURN OF PROXY
We urge you to sign, date and return the enclosed proxy card as soon as
possible, whether or not you plan to attend the meeting in person. If you do
attend the meeting, you may then withdraw your proxy.
BY ORDER OF THE BOARD OF DIRECTORS
RONALD H. WITHERITE
Secretary
Mifflintown, Pennsylvania
March 14, 2000
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APPENDIX "A"
JUNIATA VALLEY FINANCIAL CORP.
2000 INCENTIVE STOCK OPTION PLAN
1. Purpose.
The purpose of the Juniata Valley Financial Corp. Incentive Stock Option
Plan (the "Plan") is to attract, retain and motivate highly qualified employees
for Juniata Valley Financial Corp. ("JVF") and its subsidiaries by making
provision for the payment of supplemental compensation ("Awards") to key
employees for services which substantially contribute to the success of JVF and
its subsidiaries. The Plan is designed to provide incentives to those employees
who are in a position to contribute to the long-term growth and profitability of
JVF and its subsidiaries. The Plan will also make JVF's compensation program
more competitive with those of other bank holding companies and banks. JVF will
benefit from the added interest which employees will have in the success of JVF
and its subsidiaries as a result of their proprietary interest in JVF.
2. Administration of the Plan.
(a) The Plan shall be administered by JVF's Board of Directors (the
"Board") which shall appoint a committee (the "Committee") composed of not less
than three (3) or more than six (6) members of the Board (which Committee may,
but need not be, the Executive and Compensation Committee). No director who is
an employee of JVF or any subsidiary shall serve on the Committee. The Board may
from time to time remove members from, or add members to, the Committee.
Vacancies on the Committee, howsoever caused, shall be filled by the Board. All
members of the Committee must be ineligible (and must have been ineligible for a
one (1) year period prior to appointment to the Committee) to receive an Award
under the Plan or any other similar plan of JVF.
(b) Subject to the express provisions of the Plan and to such orders or
resolutions not inconsistent with the provisions of the Plan as may be issued or
adopted from time to time by the Board, the Committee shall recommend to the
Board and the Board shall have the full power and authority, in its discretion,
to grant Awards hereunder, to determine to whom and the time when Awards will be
granted (sometimes referred to as "Options"), to determine the purchase price of
Juniata common stock ("Stock") covered by each Option and the term of each
Option, to determine the terms and provisions of the Option agreements entered
into in connection with awards under the Plan, to interpret the Plan, to
supervise the administration of the Plan, to prescribe, amend, and rescind rules
and regulations relating to the Plan, and to make all other determinations and
take any other action deemed necessary or desirable to the proper operation or
administration of the Plan.
(c) Any determination, decision, or action of the Board provided for in
the Plan may be made or taken by action of a majority of the members of the
Board, and shall be final and binding on all persons (including plan
participants, JVF, subsidiaries of JVF, any stockholder
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of JVF, any employee of JVF, or any subsidiary of JVF). No member of the Board
or the Committee shall be liable for any action or determination made in good
faith with respect to the Plan or any Award granted under it.
(d) Neither the Committee, the Board of Directors, JVF, nor any officer or
employee of JVF or any subsidiary of JVF shall have any duty to advise Plan
participants of any rules, interpretations or determinations by the Board, and
each participant shall be bound by such rules, interpretations or determinations
upon communication thereof to such participant effective as of such date (prior
to, subsequent to or concurrent with such communication) that each such rule,
interpretation or determination shall have been intended to be effective by the
Board.
3. Stock Subject to the Plan, Scope, and Duration.
(a) Awards under the Plan shall be granted in the form of Incentive Stock
Options ("ISO's"), in conformity with Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code").
(b) The total number of shares of Stock as to which Options may be granted
under this Plan during the period ending May 31, 2010, shall be 200,000 shares.
Issuance of Stock upon exercise of an Option shall reduce the total number of
shares of Stock available under the Plan. There shall not be counted against
this total any shares of Stock covered by an Option that has lapsed unexercised
or which has been forfeited as hereinafter provided.
(c) Shares of Stock as to which Options under the Plan may be granted may
be made available by JVF from authorized but unissued Stock or from Stock
reacquired by JVF (including Stock purchased in the open market).
(d) The Plan shall terminate on May 31, 2010.
4. Eligible Employees.
The persons who shall be eligible to receive Awards under this Plan shall
be such key executive employees (including officers and directors who are
employees) of JVF or any of its wholly-owned subsidiaries, without limitation as
to length of service, who are from time to time serving in a managerial,
administrative, or professional position and who are recommended to, and
authorized by, the Board for Awards under the Plan.
5. Granting Awards.
(a) The Committee shall recommend to the Board, which, subject to the
limitations of this Plan, shall select from eligible employees those persons to
be granted Awards ("Participants") and shall determine the time when each Award
shall be granted, the number of shares of Stock to be subject to an Award, and
the terms and conditions consistent with this Plan, upon which Awards are to be
made. The Board shall make Awards to the key employees so selected for the
number of Options and upon the terms and conditions so determined. No
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Options or Stock shall be issued or distributed under this Plan unless and until
all legal requirements applicable to the issuance or transfer of such Options
and/or Stock have been complied with to the satisfaction of the Board and JVF.
Awards may be made at any time, from time to time, after such consultation with
and consideration of the recommendations of management as the Board deems
desirable.
(b) No Awards shall be granted under this Plan after its termination on
May 31, 2010, but Awards granted prior to such termination date may extend
beyond the date, and the terms of the Plan shall continue to apply to such
Awards.
6. Terms and Conditions Applicable to all Options.
(a) General. Options shall be made from time to time in the form of
-------
ISO's. Each Option shall be subject to all of the terms and conditions provided
in this Section, all other applicable terms and conditions in the Plan, and such
other terms and conditions ("Discretionary Conditions") as may be specified by
the Board with respect to the Option and the Stock covered thereby at the time
of the making of the Award or as may be specified thereafter by the Board in the
exercise of its powers under the Plan. Without limiting the foregoing, it is
understood that the Board may, at any time and from time to time after the
granting of an Option under this Plan, specify such additional terms and
conditions with respect to such Option as may be deemed necessary or appropriate
to ensure compliance with any and all applicable laws, including, but not
limited to, terms and conditions for compliance with federal and state
securities and tax laws. The terms and conditions with respect to any Option, or
with respect to any Award to any Participant, need not be identical with the
terms and conditions with respect to any other Option or any other Participant.
(b) Option Agreement. Receipt of an Option shall be subject to execution
----------------
of a written agreement (the "Option Agreement") between JVF and the Participant,
in a form approved by the Board, which shall set forth the number of Options
awarded, the number of shares of Stock that may be purchased pursuant to such
Options, the applicable Option Price (as defined herein) and such other terms
and conditions provided in the Plan as may be deemed appropriate by the Board,
including, but not limited to, any Discretionary Conditions. The Option
Agreement shall be subject to, and shall be deemed amended to include, such
additional Discretionary Conditions as the Board may thereafter specify in the
exercise of its powers under this Plan. A fully executed original counterpart of
the Agreement shall be provided to JVF and the Participant.
(c) Fair Market Value of Stock. The Fair Market Value of a share of the
--------------------------
JVF common stock shall mean the closing sales price of the Stock on the
principal stock exchange on which the stock is traded on the day the Option is
granted; or if no sale of the Stock has been made on any stock exchange on that
day, the Fair Market Value shall be determined by reference to such price for
the next preceding day on which a sale occurred.
(d) Payment of Option Price. The Option Price for the shares as to which
-----------------------
an Option is exercised shall be paid to JVF in full on or within ten (10) days
after the date of exercise. At the election of the Participant, such payment may
be (i) in cash, (ii) in shares of Stock owned
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<PAGE>
by the Participant prior to exercising the Option and having a Fair Market Value
on date of payment equal to the Option Price for the shares of Stock being
purchased and which satisfy such other requirements as may be imposed by the
Board, or (iii) partly in cash and partly in such shares of Stock. Stock
acquired by the Participant which is identified as having been obtained through
an ISO under this Plan and still subject to ISO holding requirements as defined
in the Code, may not be tendered in payment of the Option Price.
(e) Right as a Stockholder. No Participant shall have any rights to
----------------------
dividends or other rights of a stockholder with respect to shares of Stock
subject to an Option until the Participant has given written notice of exercise
of the Option, has paid in full the Option Price for such shares of Stock and
has otherwise complied with this Plan, the Option Agreement and such rules and
regulations as may be established by the Board.
(f) Listing and Registration of Shares. No Option granted pursuant to the
----------------------------------
Plan shall be exercisable in whole or in part if at any time the Board shall
determine in its discretion that the listing, registration, or qualifications of
the shares of Stock subject to such option on any securities exchange or under
any applicable law, or the consent or approval of any governmental regulatory
body, is necessary or desirable as a condition of, or in connection with, the
granting of such option or the issue of shares thereunder, unless such listing,
registration, qualification, consent, or approval shall have been effected or
obtained free of any conditions not acceptable to the Board.
(g) Investment Purpose. Each Option under this Plan shall be granted on
------------------
the condition that the purchases of shares of Stock hereunder shall be for
investment purposes, and not with a view to resale or distribution. This
condition shall not be applicable if the Stock subject to the Option is
registered under the Securities Act of 1933, as amended, or if, in the opinion
of counsel for JVF, a resale of such stock without registration is permitted
under the Securities Act of 1933 and any other applicable law, regulation, or
rule of any governmental agency.
(h) Investment Representation. The Board may require each person
-------------------------
purchasing shares of Stock pursuant to the exercise of an Option to represent to
and agree with JVF in writing that such shares are being acquired for investment
and without a view to distribution thereof. The Certificates for shares of Stock
so purchased may include any legend which the Board deems appropriate to reflect
any restriction or transfer. The Board also may impose, in its discretion, as a
condition of any Option, any restrictions on the transferability of shares of
Stock acquired through the exercise of such Option as it may deem fit. Without
limiting the generality of the foregoing, the Board may impose conditions
restricting absolutely the transferability of shares of Stock acquired through
the exercise of Options for such periods as the Board may determine and,
further, in the event a Participant's employment by JVF or a subsidiary
terminates during the period in which such shares of Stock are nontransferable,
the Participant may be required, if required by the related Option Agreement, to
sell such Stock back to JVF at such price and on such other terms as the Board
may have specified in the Option Agreement.
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<PAGE>
7. Incentive Stock Options.
In addition to the other terms and conditions set forth in this Plan, the
following shall be applicable to all ISO's:
(a) Option Price. The purchase price per share of Stock deliverable upon
------------
the exercise of an ISO shall not be less than one hundred percent (100%) of the
Fair Market Value of the Stock on the day the Option is granted, but in no event
less than the par value of such Stock.
(b) Exercise Term. Each ISO agreement shall state the period or periods
-------------
of time within which the ISO may be exercised by the participant, in whole or in
part, which shall be such period or periods of time as may be determined by the
Board, provided that the exercise period shall not commence earlier than six (6)
months after the date of the grant of the ISO nor end later than ten (10) years
after the date of the grant of the ISO. The Board shall have the power to permit
in its discretion an acceleration of the previously determined exercise terms,
subject to the terms set forth herein, under such circumstances and upon such
terms and conditions as it deems appropriate.
(c) Notwithstanding anything herein to the contrary, no ISO shall be
granted to any individual if at the time the ISO is to be granted the individual
owns Stock possessing more than ten percent (10%) of the total combined voting
power of all classes of Stock of JVF unless at the time such ISO is granted the
ISO price is at least one hundred ten percent (110%) of the Fair Market Value of
the Stock subject to the ISO and such ISO's by its terms is not exercisable
after the expiration of five (5) years from the date such ISO is granted. For
purposes of the preceding sentence, the attribution rule of Stock ownership set
forth in Section 425(d) of the Code shall apply.
(d) Notice of Sale. A Participant shall give prompt notice to JVF of any
--------------
disposition of shares of Stock acquired upon exercise of an ISO if such
disposition occurs within either two (2) years after grant of the ISO or one (1)
year after receipt of such Stock by the Participant.
(e) Other Terms. Each ISO agreement shall contain such other terms,
-----------
conditions and provisions as the Board may determine to be necessary or
desirable in order to qualify such ISO as a tax-favored option within the
meaning of Section 422 of the Code. Subject to the limitations of Paragraph 11,
and without limiting any other provisions hereof, the Board shall have the power
without further approval to amend the terms of this Plan or any Awards or
agreements thereunder for such purpose.
8. Non-transferability of Options.
Options granted under this Plan shall not be transferable by the
Participant other than by will or by the laws of descent and distribution.
During the lifetime of a Participant, Options may be exercised only by the
Participant. Options exercisable after the death of a Participant may be
exercised by the legatees, personal representatives, or distributees of the
Participant.
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<PAGE>
9. Stock Adjustments.
(a) In the event that the shares of Stock shall be changed into or
exchanged for a different number or kind of shares of stock of JVF or of another
corporation (whether by reason of merger, consolidation, recapitalization,
reclassification, stock split, combination of shares or otherwise), or if the
number of such shares of Stock shall be increased through the payment of a stock
dividend, then there shall be substituted for or added to each share of Stock
subject to, or which may become subject to, an Award under this Plan, the number
and kind of shares into which each outstanding share of Stock shall be
exchanged, or to which each such share shall be entitled, as the case may be.
Outstanding Awards shall also be appropriately amended as to Option Price and
other terms as may be necessary to reflect the foregoing events. In the event
there shall be any other change in the number or kind of outstanding shares of
the Stock, or any shares into which such shares shall have been changed, or for
which the Board shall, in its sole discretion, determine that such change
equitably requires an adjustment in any Award theretofore granted or which may
be granted under this Plan, such adjustments shall be made in accordance with
such determination.
(b) Fractional shares resulting from any adjustment in Awards pursuant to
this Paragraph 9 may be settled in cash or otherwise as the Board shall
determine. Notice of any adjustments shall be given by JVF to each holder of an
Award which shall have been so adjusted and such adjustment (whether or not such
notice is given) shall be effective and binding for all purposes of this Plan.
The Board may round down to the next whole number any shares of Stock resulting
from any adjustment in Awards in order to eliminate fractional shares.
(c) The Board shall have the power, in the event of any merger or
consolidation of JVF with or into any other corporation, or the merger or
consolidation of any other corporation with or into JVF, or the sale of all or
substantially all of the assets of JVF, or an offer to purchase made by a party
other than JVF to all shareholders of JVF for all or any substantial portion of
the outstanding Stock, to amend all outstanding Awards to permit the exercise of
all such Awards prior to the effectiveness of any such merger, consolidation, or
sale or the expiration of any such offer to purchase and to terminate such
Awards as of such effectiveness or expiration.
(d) In making the adjustments provided for by this Paragraph 9,
consideration shall be given to applicable tax and securities laws in order to
avoid a premature lapse or disqualifying disposition of an Option due solely to
such adjustment.
10. Withholding Taxes.
(a) Subject to the provisions of subparagraph (b), JVF may require that
any Participant, as a condition of the exercise of an Option, other than an ISO,
pay or reimburse any taxes which JVF or a subsidiary is required to withhold in
connection with the exercise of the Option.
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<PAGE>
(b) A Participant may satisfy the withholding obligation described in
subparagraph (a), in whole or in part, by electing to have JVF withhold shares
of Stock (otherwise issuable upon the exercise of an Option) having a Fair
Market Value equal to the amount required to be withheld. An election by a
Participant to have shares withheld for this purpose shall be subject to the
following restrictions:
(i) it must be made prior to the date on which the amount of tax to be
withheld is determined;
(ii) it shall be irrevocable;
(iii) it shall be subject to disapproval by the Board; and
(iv) it shall be ineffective if the effect of such election is to cause a
violation of any regulation of the Securities and Exchange Commission.
11. Effective Date, Termination, and Amendment of the Plan.
(a) This Plan shall become effective on May 31, 2000 provided that JVF's
stockholders shall have adopted the Plan at the Company's 2000 Annual Meeting of
Stockholders. Once effective, this Plan shall terminate on May 31, 2010.
(b) The Board may, insofar as permitted by law, from time to time and at
any time, with respect to any Stock at the time not subject to Awards,
terminate, suspend, alter, amend or discontinue the Plan, in whole or in part,
except that no such modification, alteration, amendment, or discontinuation
shall, without the Participant's consent, impair the rights of any Participant
under any Award granted to such Participant, except in accordance with the
provisions of this Plan and/or the Agreement applicable to any such Award, and
further, no modification, alteration, or amendment shall, without the approval
by the holders of a majority of the then outstanding voting stock of JVF
represented and entitled to vote at a stockholders' meeting:
(i) increase the total number of shares of Stock reserved for the purpose
of the Plan;
(ii) decrease the Option Price of any Option to less than one hundred
percent (100%) of Fair Market Value on the date of grant of any Option; and
(iii) materially increase the benefits occurring to Participants under this
Plan.
12. Miscellaneous.
(a) No Rights to Continued Employment or Award. This Plan does not,
------------------------------------------
directly or indirectly, create any rights in any employee or class of employees
to receive any Awards under the Plan, or create in any employee or class of
employees any right with respect to continuation of employment by JVF or a
subsidiary, and it shall not be deemed to interfere in
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<PAGE>
any way with the right of JVF or any subsidiary to terminate or otherwise modify
an employee's employment at any time.
(b) Failure to Comply with Terms and Conditions. Notwithstanding any other
-------------------------------------------
provision of this Plan, no payment or delivery with respect to any Award shall
be made, and all rights of the Participant who receives such Award (or his
designated beneficiary or legal representative) to such payment or delivery
under this Plan shall be forfeited, at the discretion of the Board, if, prior to
the time of such payment or delivery, the Participant breaches any restriction
or any of the terms, restrictions and/or conditions of this Plan and/or any
agreement with respect to such Award.
(c) Parties in Interest. The provisions of this Plan and the terms and
-------------------
conditions of any Award shall, in accordance with their terms, be binding upon,
and inure to the benefit of, all successors of each Participant, including,
without limitation, such Participant's estate, executors, administrators or
trustees thereof, heirs and legatees and any receiver of such estate.
(d) Indemnification. No member of the Committee or the Board shall be
---------------
personally liable by reason of any contract or other instrument executed by him
or on his behalf in his capacity as a member of the Committee or the Board, nor
for any mistake or judgment made in good faith, and JVF shall indemnify and hold
harmless each member of the Committee and the Board and each other officer or
employee of JVF to whom any duty or power relating to the administration or
interpretation of this Plan may be allocated or delegated, against any cost or
expense (including counsel fees) or liability (including any sum paid in
settlement of a claim with the approval of the Board) arising out of any act or
omission to act in connection with this Plan, unless arising out of such
person's own fraud or bad faith. This provision shall in no way limit the right
to indemnification, or affect the lack of personal liability to which an
employee, officer, or director is entitled under JVF's Bylaws or under
applicable law.
(d) Designation of Beneficiary. Each Participant may designate a
--------------------------
beneficiary or beneficiaries (on a form supplied by the Board) to exercise his
Awards in the event of his death, and may change such designation from time to
time and at any time prior to the death of such Participant.
(e) Governing Law. All questions pertaining to construction, validity and
-------------
effect of the provisions of this Plan and the rights of all persons hereunder
shall be governed by the laws of the Commonwealth of Pennsylvania.
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PROXY
JUNIATA VALLEY FINANCIAL CORP.
P.O. Box 66
Mifflintown, PA 17059
Telephone: (717) 436-8211
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF JUNIATA VALLEY FINANCIAL CORP.
The undersigned hereby appoints Jean K. Bitner, Ruth K. Knarr and Richard
K, Yohn as Proxies, each with the power to appoint his or her substitute, and
authorizes them to represent and vote, as designated below, all the shares of
common stock of Juniata Valley Financial Corp. held of record by the undersigned
on March 13, 2000 at the annual meeting of shareholders to be held on April 18,
2000.
1. ELECTION OF DIRECTORS:
For all Nominees Listed Below _____ Withhold Authority _____
(except as indicated below)
CLASS A
-------
A. Jerome Cook Robert K. Metz
Martin L. Dreibelbis Richard M. Scanlon, DMD
Marshall L. Hartman
INSTRUCTION: To withhold authority to vote for any individual nominee(s),
write that nominee's name(s) in the space immediately below.
2. APPROVAL OF 2000 INCENTIVE STOCK OPTION PLAN: To approve the 2000
Incentive Stock Option Plan described in the proxy statement.
FOR ___ AGAINST ___ ABSTAIN ___
3. OTHER BUSINESS: Take action on other business which may properly come
before the meeting.
FOR ___ AGAINST ___ ABSTAIN ___
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION OR DIRECTION IS MADE, THEY WILL BE VOTED FOR THE ELECTION OF THE
FIVE CLASS A DIRECTORS, FOR THE 2000 INCENTIVE STOCK OPTION PLAN AND FOR ANY
OTHER BUSINESS IN ACCORDANCE WITH THE RECOMMENDATIONS OF MANAGEMENT. THIS PROXY
MAY BE REVOKED PRIOR TO ITS EXERCISE.
Dated this day of , 2000. (SEAL)
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Signature
(SEAL)
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Signature
Please sign exactly as your name appears
hereon. When signing as an Attorney,
Executor, Administrator, Trustee or
Guardian, please give full title. If
more than one Trustee, all must sign.
All joint owners must sign.
