Form 8-K

8-K — PEOPLES FINANCIAL SERVICES CORP.

Accession: 0001104659-26-066622

Filed: 2026-05-27

Period: 2026-05-22

CIK: 0001056943

SIC: 6021 (NATIONAL COMMERCIAL BANKS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — tm2615664d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2615664d1_ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2615664d1_8k.htm · Sequence: 1

false

0001056943

2026-05-22

iso4217:USD

xbrli:shares

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: May 22, 2026

(Date of earliest event reported)

PEOPLES FINANCIAL SERVICES CORP.

(Exact name of registrant as specified in its Charter)

001-36388

23-2391852

(State or other jurisdiction

(Commission file number)

(IRS Employer

of incorporation)

Identification No.)

30 E D Preate Drive, Moosic, PA 18507

(Address of Principal Executive Offices) (Zip Code)

(570) 346-7741

(Registrant’s telephone number, including

area code)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General

Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $2.00 par value

PFIS

The Nasdaq Stock Market LLC

Indicate by check mark whether the

registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or

Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers

Amendment

to the 2023 Equity Incentive Plan

May 22, 2026, the shareholders of Peoples Financial Services Corp. (the “Company”) approved an amendment to the Peoples

Financial Services Corp. 2023 Equity Incentive Plan (the “Plan”) to increase the number of shares of the Company’s common

stock that may be issued under the Plan.

The

amendment to the Plan increased the maximum number of shares that may be issued in respect of awards under the Plan to 300,000, including

shares that have already been issued under the Plan, subject to certain adjustments in accordance with the Plan. Except for increasing

the number of shares that may be issued in respect of awards under the Plan, no other amendments were made to the Plan.

The

Plan provides for the grant of the following equity-based and cash-based incentive awards to participants: stock options, stock appreciation

rights, restricted stock, restricted stock units, and other cash or stock-based awards. Each award is subject to the terms and conditions

set forth in the Plan and to any other terms and conditions specified and memorialized in a written award agreement. Any of the Company’s

employees, directors, consultants, and other service providers, or those of the Company’s affiliates, are eligible to participate

in the Plan and may be selected by the compensation committee to receive an award. However, in accordance with applicable tax rules, only

the Company’s employees (and the employees of the Company’s subsidiary corporations) are eligible to be granted incentive

stock options.

The

Plan vests broad powers in a committee to administer and interpret the Plan. The Company’s board of directors has designated the

compensation committee to administer the Plan. Except when limited by the terms of the Plan, the compensation committee has the authority

to, among other things: select the persons to be granted awards; determine the type, size and term of awards; establish performance objectives

and conditions for earning awards; determine whether such performance objectives and conditions have been met; and accelerate the vesting

or exercisability of an award. In its discretion, the compensation committee may delegate all or part of its authority and duties with

respect to granting awards to one or more individuals, subject to certain limitations and provided applicable law so permits.

The

Company’s board of directors may amend, alter or discontinue the Plan and the compensation committee may amend any outstanding award

at any time; provided, however, that no such amendment or termination may adversely affect awards then outstanding without the holder’s

permission. In addition, any amendments seeking to increase the total number of shares reserved for issuance under the Plan or modifying

the classes of participants eligible to receive awards under the Plan will require ratification by the Company’s shareholders in

accordance with applicable law.

copy of the Plan, as amended, is filed with this report as Exhibit 10.1 and is incorporated herein by reference. The foregoing description

of the amendment and the Plan is qualified in its entirety by reference to the full text of the Plan, as amended.

Item 5.07 Submission of Matters to a Vote of Security Holders

The 2026 annual meeting of shareholders of the Company was held on

May 22, 2026. At the annual meeting, the shareholders of the Company voted (1) to elect four directors to the Company’s

board of directors, each to serve until the 2029 annual meeting of shareholders and until his or her successor has been elected and qualified;

(2) to approve, on an advisory basis, the compensation of the Company’s named executive officers; (3) to approve, on an

advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers; (4) to

amend the Peoples Financial Services Corp. 2023 Equity Incentive Plan to increase the number of shares that may be issued under the plan

to 300,000 shares; and (5) to ratify the appointment of Baker Tilly US, LLP as the Company’s independent registered public

accounting firm for the fiscal year ending December 31, 2026.

The names of each director elected at the annual meeting, as well as

the number of votes cast for and against, as well as the number of abstentions and broker non-votes as to each director nominee, are as

follows:

Name

For

Against

Abstain

Broker

Non-Votes

Sandra L. Bodnyk

5,732,797

124,873

48,356

1,709,937

Joseph Coccia

5,694,733

137,827

73,466

1,709,937

Joseph L. DeNaples

5,679,917

176,674

49,435

1,709,937

Ronald G. Kukuchka

5,614,896

252,619

38,511

1,709,937

As to the proposal to approve, on an advisory basis, the compensation

of the Company’s named executive officers, the number of votes cast for and against, as well as the number of abstentions and broker

non-votes, are as follows:

For

Against

Abstain

Broker

Non-Votes

5,630,884

164,899

110,243

1,709,937

As to the proposal to approve, on an advisory basis, the frequency

of future advisory votes on the compensation of the Company’s named executive officers, shareholders voted their preference to on

whether the vote should occur every year, every two years, or every 3 years as follows:

One Year

Two Years

Three Years

Abstain

Broker

Non-Votes

5,063,712

181,779

507,361

153,174

1,709,937

As to the proposal to approve an amendment to the Company’s 2023

Equity Incentive Plan to increase the number of shares that may be issued under the plan to 300,000 shares, the number of votes cast for

and against, as well as the number of abstentions and broker non-votes, are as follows

For

Against

Abstain

Broker

Non-Votes

5,397,217

432,633

76,176

1,709,937

As to the ratification of Baker Tilly US, LLP as the Company’s

independent registered public accounting firm for the fiscal year ending December 31, 2026, the number of votes cast for and against,

as well as the number of abstentions and broker non-votes, are as follows:

For

Against

Abstain

Broker

Non-Votes

7,485,020

90,214

40,729

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits

are filed with this Form 8-K:

Exhibit No.

Description

10.1

Peoples Financial Services Corp. 2023 Equity Incentive Plan, as amended May 22, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the

undersigned hereunto duly authorized.

PEOPLES

FINANCIAL SERVICES CORP.

By:

/s/

James M. Bone, Jr., CPA

James

M. Bone, Jr., CPA

Executive

Vice President and Chief Financial Officer

Principal

Financial Officer

Dated: May 27, 2026

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2615664d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

PEOPLES FINANCIAL

SERVICES CORP.

2023 EQUITY

INCENTIVE PLAN

Section

1.             Purpose; Definitions. The

purposes of the Peoples Financial Services Corp. 2023 Equity Incentive Plan (the “Plan”) are to: (a) enable Peoples

Financial Services Corp. (the “Company”) and its affiliated companies to recruit and retain highly qualified employees,

directors and consultants; (b) provide those employees, directors and consultants with an incentive for productivity; and (c) provide

those employees, directors and consultants with an opportunity to share in the growth and value of the Company. Upon the Effective Date,

no further awards shall be made under the Prior Plan (as defined below)

For purposes of the Plan, the

following terms will have the meanings defined below, unless the context clearly requires a different meaning:

(a)

“Affiliate” means, with respect to a Person, a Person that directly or indirectly controls, is controlled by,

or is under common control with such Person.

(b)

“Applicable Law” means the legal requirements relating to the administration of and issuance of securities under

stock incentive plans, including, without limitation, the requirements of state corporations law, federal, state and foreign securities

law, federal, state and foreign tax law, federal and state banking law, and the requirements of any stock exchange or quotation system

upon which the Shares may then be listed or quoted.

(c)

“Award” means an award of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Cash

or Other Stock Based Awards made under this Plan.

(d)

“Award Agreement” means, with respect to any particular Award, the written document that sets forth the terms

of that particular Award.

(e)

“Board” means the Board of Directors of the Company, as constituted from time to time.

(f)

“Cash or Other Stock Based Award” means an award that is granted under Section 10.

(g)

“Cause” means (i) Participant’s refusal to comply with any lawful directive or policy of the Company which

refusal is not cured by the Participant within ten (10) days of such written notice from the Company; (ii) the Company’s determination

that Participant has committed any act of dishonesty, embezzlement, unauthorized use or disclosure of confidential information or other

intellectual property or trade secrets, common law fraud or other fraud against the Company or any Subsidiary or Affiliate; (iii) a material

breach by the Participant of any written agreement with or any fiduciary duty owed to any Company or any Subsidiary or Affiliate; (iv)

Participant’s conviction (or the entry of a plea of a nolo contendere or equivalent plea) in a court of competent jurisdiction of

a felony or any misdemeanor involving material dishonesty or moral turpitude; or (v) Participant’s habitual or repeated misuse of,

or habitual or repeated performance of Participant’s duties under the influence of, alcohol, illegally obtained prescription controlled

substances or non-prescription controlled substances. Notwithstanding the foregoing, if a Participant and the Company (or any of its Affiliates)

have entered into an employment agreement, consulting agreement or other similar agreement that specifically defines “cause,”

then with respect to such Participant, “Cause” shall have the meaning defined in such other agreement.

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(h)

“Change in Control” means the occurrence of any of the following events: (i) any “person” (as such

term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3

under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the total power to vote for

the election of directors of the Company; (ii) during any twelve month period, individuals who at the beginning of such period constitute

the Board and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect

a transaction described in Section 1(h)(i), Section 1(h)(iii), Section 1(h)(iv) or Section 1(h)(v) hereof)

whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least a majority

of the directors then still in office who either were directors at the beginning of the period of whose election or nomination for election

was previously approved, cease for any reason to constitute a majority thereof; (iii) the merger or consolidation of the Company with

another corporation where the shareholders of the Company, immediately prior to the merger or consolidation, will not beneficially own,

immediately after the merger or consolidation, shares entitling such shareholders to 50% or more of all votes to which all shareholders

of the surviving corporation would be entitled in the election of directors (without consideration of the rights of any class of stock

to elect directors by a separate class vote); (iv) the sale or other disposition of all or substantially all of the assets of the Company;

(v) a liquidation or dissolution of the Company or (vi) acceptance by shareholders of the Company of shares in a share exchange if

the shareholders of the Company immediately before such share exchange do not or will not own directly or indirectly immediately following

such share exchange more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the entity resulting

from or surviving such share exchange in substantially the same proportion as their ownership of the voting securities outstanding immediately

before such share exchange.

Notwithstanding anything in

the Plan or an Award Agreement to the contrary, if an Award is subject to Section 409A of the Code, no event that, but for the application

of this paragraph, would be a Change in Control as defined in the Plan or the Award Agreement, as applicable, shall be a Change in Control

unless such event is also a “change in control event” as defined in Section 409A of the Code.

(i)

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

(j)

“Committee” means the committee designated by the Board to administer the Plan under Section 2. To the

extent required under Applicable Law, the Committee shall have at least two members and each member of the Committee shall be a Non-Employee

Director. Unless otherwise determined by the Board, the Compensation Committee of the Board will serve as the Committee.

(k)

“Director” means a member of the Board.

(l)

“Disability” means a condition rendering a Participant Disabled.

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(m)

“Disabled” will have the same meaning as set forth in Section 22(e)(3) of the Code.

(n)

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(o)

“Fair Market Value” means, as of any date, the value of a Share determined as follows: (i) if the Shares

are listed on any established stock exchange or a national market system, including, without limitation, the Nasdaq Stock Market, the

Fair Market Value of a Share will be the closing sales price for such stock as quoted on that system or exchange (or the system or exchange

with the greatest volume of trading in Shares) at the close of regular hours trading on the day of determination; (ii) if the Shares

are regularly quoted by recognized securities dealers but selling prices are not reported, the Fair Market Value of a Share will be the

mean between the high bid and low asked prices for Shares at the close of regular hours trading on the day of determination; or (iii) if

Shares are not traded as set forth above, the Fair Market Value will be determined in good faith by the Committee taking into consideration

such factors as the Committee considers appropriate, such determination by the Committee to be final, conclusive and binding. Notwithstanding

the foregoing, in connection with a Change in Control, Fair Market Value shall be determined in good faith by the Committee, such determination

by the Committee to be final conclusive and binding.

(p)

“Incentive Stock Option” means any Option intended to be an “Incentive Stock Option” within the

meaning of Section 422 of the Code.

(q)

“Non-Employee Director” will have the meaning set forth in Rule 16b-3(b)(3)(i) promulgated by the Securities

and Exchange Commission under the Exchange Act, or any successor definition adopted by the Securities and Exchange Commission.

(r)

“Non-Qualified Stock Option” means any Option that is not an Incentive Stock Option.

(s)

“Option” means any option to purchase Shares (including an option to purchase Restricted Stock, if the Committee

so determines) granted pursuant to Section 5 hereof.

(t)

“Parent” means, in respect of the Company, a “parent corporation” as defined in Section 424(e)

of the Code.

(u)

“Participant” means an employee, consultant, Director, or other service provider of or to the Company or any

of its respective Affiliates to whom an Award is granted.

(v)

“Person” means an individual, partnership, corporation, limited liability company, trust, joint venture, unincorporated

association, or other entity or association.

(w)

“Plan” means the Peoples Financial Services Corp. 2023 Equity Incentive Plan herein set forth, as amended from

time to time.

(x)

“Prior Plan” means the Peoples Financial Services Corp. 2017 Equity Incentive Plan, as amended.

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(y)

“Prior Plan Awards” mean awards granted under the Prior Plan.

(z)

“Restricted Stock” means Shares that are subject to restrictions pursuant to Section 8 hereof.

(aa)

“Restricted Stock Unit” means a right granted under and subject to restrictions pursuant to Section 9

hereof.

(bb)

“Shares” means shares of the Company’s common stock, subject to substitution or adjustment as provided

in Section 3(c) hereof.

(cc)

“Stock Appreciation Right” means a right granted under and subject to Section 6 hereof.

(dd)

“Subsidiary” means, in respect of the Company, a subsidiary company as defined in Sections 424(f) and (g)

of the Code.

Section

2.             Administration. The Plan

shall be administered by the Committee. Any action of the Committee in administering the Plan shall be final, conclusive and binding on

all persons, including the Company, its Subsidiaries, Affiliates, their respective employees, the Participants, persons claiming rights

from or through Participants and shareholders of the Company.

The Committee will have full

authority to grant Awards under this Plan and determine the terms of such Awards. Such authority will include the right to:

(a)

select the individuals to whom Awards are granted (consistent with the eligibility conditions set forth in Section 4);

(b)

determine the type of Award to be granted;

(c)

determine the number of Shares, if any, to be covered by each Award;

(d)

establish the terms and conditions of each Award;

(e)

establish the performance conditions relevant to any Award and certify whether such performance conditions have been satisfied;

(f)

approve forms of agreements (including Award Agreements) for use under the Plan;

(g)

determine whether and under what circumstances an Option may be exercised without a payment of cash under Section 5(d);

(h)

accelerate the vesting or exercisability of an Award and to modify or amend each Award, subject to Section 11; and

(i)

extend the period of time for which an Option or Stock Appreciation Right is to remain exercisable following a Participant’s

termination of service to the Company from the limited period otherwise in effect for that Option or Stock Appreciation Right to such

greater period of time as the Committee deems appropriate, but in no event beyond the expiration of the term of the Option or Stock Appreciation

Right.

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The Committee will have the

authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it, from time to time,

deems advisable; to establish the terms and form of each Award Agreement; to interpret the terms and provisions of the Plan and any Award

issued under the Plan (and any Award Agreement); and to otherwise supervise the administration of the Plan. The Committee may correct

any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award Agreement in the manner and to the extent it

deems necessary to carry out the intent of the Plan.

The Committee, in its discretion,

may refer any matter arising hereunder to the Board or other committee designated by the Board, together with its report and recommendation.

To the extent permitted by

Applicable Law and the Company’s governing documents, the Committee may delegate its authority as identified herein to any individual

or committee of individuals (who may, but need not be, one or more Directors or Non-Employee Directors), including without limitation

the authority to grant Awards hereunder. To the extent that the Committee delegates its authority to make Awards hereunder, applicable

references in the Plan to the Committee’s authority to make Awards and determinations with respect thereto shall be deemed to include

the Committee’s delegate, but the authority to administer the Plan will otherwise remain with the Committee. The Committee may revoke

any such delegation at any time for any reason with or without prior notice.

No Director will be liable for

any good faith determination, act or omission in connection with the Plan or any Award.

Section

3.             Shares Subject to the Plan.

(a)

Shares Subject to the Plan. Subject to adjustment as provided in Section 3(c), the maximum number of Shares that

may be issued in respect of Awards under the Plan is 300,000 Shares. Any Shares issued hereunder may consist, in whole or in part, of

authorized and unissued Shares or treasury shares. Any shares issued by the Company through the assumption or substitution of outstanding

grants in connection with the acquisition of another entity shall not reduce the maximum number of shares available for delivery under

the Plan. Subject to adjustment as provided in Section 3(c), the maximum aggregate number of Shares that may be issued under the

Plan in respect of Incentive Stock Options is 300,000.

(b)

Effect of the Expiration or Termination of Awards. If and to the extent that an Award or a Prior Plan Award terminates,

expires, is canceled or is forfeited for any reason on or after the Effective Date, the Shares associated with that Award or Prior Plan

Award will become available (or again be available) for grant under the Plan. Shares withheld in settlement of a tax withholding obligation

associated with an Award or a Prior Plan Award, or in satisfaction of the exercise price payable upon exercise of an Award or Prior Plan

Award, will not become available for grant under the Plan.

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Adjustment. In the event of any corporate event or transaction such as a merger, consolidation, reorganization, recapitalization,

stock split, reverse stock split, split up, spin-off, combination of shares, exchange of shares, stock dividend, dividend in kind, or

other like change in capital structure (other than ordinary cash dividends) to shareholders of the Company, or other similar corporate

event or transaction affecting the Shares, the Committee, to prevent dilution or enlargement of Participants’ rights under the

Plan, shall, in such manner as it may deem equitable, substitute or adjust, in its sole discretion, the number and kind of shares that

may be issued under the Plan or under any outstanding Awards, the number and kind of shares subject to outstanding Awards, the exercise

price, grant price or purchase price applicable to outstanding Awards, and/or any other affected terms and conditions of this Plan or

outstanding Awards.

(d)            Change

in Control. Notwithstanding anything to the contrary set forth in the Plan, upon or in anticipation of any Change in Control, the

Committee may, in its sole and absolute discretion and without the need for the consent of any Participant, take one or more of the following

actions contingent upon the occurrence of that Change in Control:

(i)

cause any or all outstanding Awards to become vested and immediately exercisable (as applicable), in whole or in part;

(ii)

cause any outstanding Option or Stock Appreciation Right to become fully vested and immediately exercisable for a reasonable period

in advance of the Change in Control and, to the extent not exercised prior to that Change in Control, cancel that Option or Stock Appreciation

Right upon closing of the Change in Control;

(iii)

cancel any unvested Award or unvested portion thereof, with or without consideration;

(iv)

cancel any Award in exchange for a substitute award;

(v)

redeem any Restricted Stock or Restricted Stock Unit for cash and/or other substitute consideration with value equal to the Fair

Market Value of an unrestricted Share on the date of the Change in Control;

(vi)

cancel any Option or Stock Appreciation Right in exchange for cash and/or other substitute consideration with a value equal to:

(A) the number of Shares subject to that Option or Stock Appreciation Right, multiplied by (B) the difference, if any, between

the Fair Market Value per Share on the date of the Change in Control and the exercise price of that Option or Stock Appreciation Right

; provided, that if the Fair Market Value per Share on the date of the Change in Control does not exceed the exercise price of

any such Option or Stock Appreciation Right, the Committee may cancel that Option or Stock Appreciation Right without any payment of consideration

therefor; and/or

(vii)

take such other action as the Committee shall determine to be reasonable under the circumstances.

Notwithstanding

any provision of this Section 3(d), in the case of any Award subject to Section 409A of the Code, such Award shall vest

and be distributed only in accordance with the terms of the applicable Award Agreement and the Committee shall only be permitted to use

discretion to the extent that such discretion would be permitted under Section 409A of the Code.

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In the discretion of the Committee,

any cash or substitute consideration payable upon cancellation of an Award may be subjected to (i) vesting terms substantially identical

to those that applied to the cancelled Award immediately prior to the Change in Control, or (ii) earn-out, escrow, holdback or similar

arrangements, to the extent such arrangements are applicable to any consideration paid to shareholders in connection with the Change in

Control.

Section

4.             Eligibility. Employees,

Directors, consultants, and other individuals who provide services to the Company or its Affiliates are eligible to be granted Awards

under the Plan; provided, however, that only employees of the Company, any Parent or a Subsidiary are eligible to be granted Incentive

Stock Options.

Section

5.           Options. Options granted

under the Plan may be of two types: (i) Incentive Stock Options or (ii) Non-Qualified Stock Options. The Award Agreement shall

state whether such grant is an Incentive Stock Option or a Non-Qualified Stock Option. Any Option granted under the Plan will be in such

form as the Committee may at the time of such grant approve.

The Award Agreement evidencing

any Option will incorporate the following terms and conditions and will contain such additional terms and conditions, not inconsistent

with the terms of the Plan, as the Committee deems appropriate in its sole and absolute discretion:

(a)

Option Price. The exercise price per Share under an Option will be determined by the Committee and will not be less than

100% of the Fair Market Value of a Share on the date of the grant. However, any Incentive Stock Option granted to any Participant who,

at the time the Option is granted, owns, either directly and/or within the meaning of the attribution rules contained in Section 424(d)

of the Code, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, will have an exercise

price per Share of not less than 110% of Fair Market Value per Share on the date of the grant.

(b)

Option Term. The term of each Option will be fixed by the Committee, but no Option will be exercisable more than 10 years

after the date the Option is granted. However, any Incentive Stock Option granted to any Participant who, at the time such Option is granted,

owns, either directly and/or within the meaning of the attribution rules contained in Section 424(d) of the Code, stock possessing

more than 10% of the total combined voting power of all classes of stock of the Company, may not have a term of more than 5 years. No

Option may be exercised by any Person after expiration of the term of the Option.

(c)

Exercisability. Options will vest and be exercisable at such time or times and subject to such terms and conditions as determined

by the Committee.

(d)

Method of Exercise. Subject to the terms of the applicable Award Agreement, the exercisability provisions of Section

5(c) and the termination provisions of Section 7, Options may be exercised in whole or in part from time to time during their

term by the delivery of written notice to the Company specifying the number of Shares to be purchased. Such notice will be accompanied

by payment in full of the purchase price, either by certified or bank check, or such other means as the Committee may accept. The Committee

may, in its sole discretion, permit payment of the exercise price of an Option in the form of previously acquired Shares based on the

Fair Market Value of the Shares on the date the Option is exercised or through means of a “net settlement,” whereby the Option

exercise price will not be due in cash and where the number of Shares issued upon such exercise will be equal to: (A) the product

of (i) the number of Shares as to which the Option is then being exercised, and (ii) the excess, if any, of (a) the then

current Fair Market Value per Share over (b) the Option exercise price, divided by (B) the then current Fair Market Value per

Share.

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Shares will be issued upon exercise of an Option until full payment therefor has been made. A Participant will not have the right to distributions

or dividends or any other rights of a shareholder with respect to Shares subject to the Option until the Participant has given written

notice of exercise, has paid in full for such Shares, if requested, has given the representation described in Section 17(a)

hereof and fulfills such other conditions as may be set forth in the applicable Award Agreement.

(e)

Incentive Stock Option Limitations. In the case of an Incentive Stock Option, the aggregate Fair Market Value (determined

as of the time of grant) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant

during any calendar year under the Plan and/or any other plan of the Company, its Parent or any Subsidiary will not exceed $100,000. For

purposes of applying the foregoing limitation, Incentive Stock Options will be taken into account in the order granted. To the extent

any Option does not meet such limitation, that Option will be treated for all purposes as a Non-Qualified Stock Option.

(f)

Termination of Service. Unless otherwise specified in the applicable Award Agreement or as otherwise provided by the Committee

at or after the time of grant, Options will be subject to the terms of Section 7 with respect to exercise upon or following termination

of employment or other service.

Section

6.             Stock Appreciation Right.

Subject to the other terms of the Plan, the Committee may grant Stock Appreciation Rights to eligible individuals. Each Stock Appreciation

Right shall represent the right to receive, upon exercise, an amount equal to the number of Shares subject to the Award that is being

exercised multiplied by the excess of (i) the Fair Market Value of a Share on the date the Award is exercised, over (ii) the exercise

price specified in the applicable Award Agreement. Distributions may be made in cash, Shares, or a combination of both, at the discretion

of the Committee. Each Stock Appreciation Right shall be evidenced by an Award Agreement in a form that is approved by the Committee.

Such Award Agreement shall indicate the price, the term and the vesting schedule for such Award. A Stock Appreciation Right exercise price

may never be less than the Fair Market Value of the underlying common stock of the Company on the date of grant of such Stock Appreciation

Right. The term of each Stock Appreciation Right will be fixed by the Committee, but no Stock Appreciation Right will be exercisable more

than 10 years after the date the Stock Appreciation Right is granted. Subject to the terms and conditions of the applicable Award Agreement,

Stock Appreciation Rights may be exercised in whole or in part from time to time during their term by the delivery of written notice to

the Company specifying the number of Shares to be exercised. Unless otherwise specified in the applicable Award Agreement or as otherwise

provided by the Committee at or after the time of grant, Stock Appreciation Rights will be subject to the terms of Section 7 with

respect to exercise upon or following termination of employment or other service.

A-8

Section

7.             Termination of Service.

Unless otherwise specified with respect to a particular Option or Stock Appreciation Right in the applicable Award Agreement or otherwise

determined by the Committee, any portion of an Option or Stock Appreciation Right that is not exercisable upon termination of service

will expire immediately and automatically upon such termination and any portion of an Option or Stock Appreciation Right that is exercisable

upon termination of service will expire on the date it ceases to be exercisable in accordance with this Section 7.

(a)

Termination by Reason of Death. If a Participant’s service with the Company or any Affiliate terminates by reason

of death, any Option or Stock Appreciation Right held by such Participant may thereafter be exercised, to the extent it was exercisable

at the time of his or her death or on such accelerated basis as the Committee may determine at or after grant, by the legal representative

of the estate or by the legatee of the Participant, for a period expiring (i) at such time as may be specified by the Committee at

or after grant, or (ii) if not specified by the Committee, then 12 months from the date of death, or (iii) if sooner than the

applicable period specified under (i) or (ii) above, upon the expiration of the stated term of such Option or Stock Appreciation

Right.

(b)

Termination by Reason of Disability. If a Participant’s service with the Company or any Affiliate terminates by reason

of Disability, any Option or Stock Appreciation Right held by such Participant may thereafter be exercised by the Participant or his personal

representative, to the extent it was exercisable at the time of termination, or on such accelerated basis as the Committee may determine

at or after grant, for a period expiring (i) at such time as may be specified by the Committee at or after grant, or (ii) if

not specified by the Committee, then 12 months from the date of termination of service, or (iii) if sooner than the applicable period

specified under (i) or (ii) above, upon the expiration of the stated term of such Option or Stock Appreciation Right.

(c)

Cause. If a Participant’s service with the Company or any Affiliate is terminated for Cause or if a Participant resigns

at a time that there was a Cause basis for such Participant’s termination: (i) any Option or Stock Appreciation Right, or portion

thereof, not already exercised will be immediately and automatically forfeited as of the date of such termination, and (ii) any Shares

for which the Company has not yet delivered share certificates will be immediately and automatically forfeited and the Company will refund

to the Participant the Option exercise price paid for such Shares, if any.

(d)

Other Termination. If a Participant’s service with the Company or any Affiliate terminates for any reason other than

death, Disability or Cause, any Option or Stock Appreciation Right held by such Participant may thereafter be exercised by the Participant,

to the extent it was exercisable at the time of such termination, or on such accelerated basis as the Committee may determine at or after

grant, for a period expiring (i) at such time as may be specified by the Committee at or after grant, or (ii) if not specified

by the Committee, then 90 days from the date of termination of service, or (iii) if sooner than the applicable period specified under

(i) or (ii) above, upon the expiration of the stated term of such Option or Stock Appreciation Right.

A-9

Section

8.             Restricted Stock.

(a)

Issuance. Restricted Stock may be issued either alone or in conjunction with other Awards. The Committee will determine

the time or times within which Restricted Stock may be subject to forfeiture, and all other conditions of such Awards. The purchase price

for Restricted Stock may, but need not, be zero. The prospective recipient of an Award of Restricted Stock will not have any rights with

respect to such Award, unless and until such recipient has delivered to the Company an executed Award Agreement and has otherwise complied

with the applicable terms and conditions of such Award.

(b)

Certificates. Upon the Award of Restricted Stock, the Committee may direct that a certificate or certificates representing

the number of shares of common stock subject to such Award be issued to the Participant or placed in a restricted stock account (including

an electronic account) with the transfer agent and in either case designating the Participant as the registered owner. The certificate(s)

representing such shares shall be physically or electronically legended, as applicable, as to sale, transfer, assignment, pledge or other

encumbrances during the Restriction Period and if issued to the Participant, returned to the Company, to be held in escrow during the

Restriction Period. As a condition to any Award of Restricted Stock, the Participant may be required to deliver to the Company a share

power, endorsed in blank, relating to the Shares covered by such Award.

(c)

Restrictions and Conditions. The Award Agreement evidencing the grant of any Restricted Stock will incorporate the following

terms and conditions and such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee deems appropriate

in its sole and absolute discretion:

(i)

During a period commencing with the date of an Award of Restricted Stock and ending at such time or times as specified by the Committee

(the “Restriction Period”), the Participant will not be permitted to sell, transfer, pledge, assign or otherwise encumber

Restricted Stock awarded under the Plan. The Committee may condition the lapse of restrictions on Restricted Stock upon the continued

employment or service of the recipient, the attainment of specified individual or corporate performance goals, or such other factors as

the Committee may determine, in its sole and absolute discretion.

(ii)

While any Share of Restricted Stock remains subject to restriction, the Participant will have, with respect to the Restricted Stock,

the right to vote the Shares, but will not have the right to receive any cash distributions or dividends prior to the lapse of the Restriction

Period underlying such Shares unless otherwise provided under the applicable Award Agreement or as determined by the Committee. If any

cash distributions or dividends are payable with respect to the Restricted Stock, the Committee, in its sole discretion, may require the

cash distributions or dividends to be subjected to the same Restriction Period as is applicable to the Restricted Stock with respect to

which such amounts are paid, or, if the Committee so determines, reinvested in additional Restricted Stock to the extent Shares are available

under Section 3(a) of the Plan. A Participant shall not be entitled to interest with respect to any dividends or distributions

subjected to the Restriction Period. Any distributions or dividends paid in the form of securities with respect to Restricted Stock will

be subject to the same terms and conditions as the Restricted Stock with respect to which they were paid, including, without limitation,

the same Restriction Period.

A-10

(iii)

Subject to the provisions of the applicable Award Agreement or as otherwise determined by the Committee, if a Participant’s

service with the Company and its Affiliates terminates prior to the expiration of the applicable Restriction Period, the Participant’s

Restricted Stock that then remains subject to forfeiture will then be forfeited automatically.

Section

9.             Restricted Stock Units.

Subject to the other terms of the Plan, the Committee may grant Restricted Stock Units to eligible individuals and may, in its sole and

absolute discretion, impose conditions on such units as it may deem appropriate, including, without limitation, (i) continued employment

or service of the recipient or (ii) the attainment of specified individual or corporate performance goals. Each Restricted Stock Unit

shall be evidenced by an Award Agreement in the form that is approved by the Committee and that is not inconsistent with the terms and

conditions of the Plan. Each Restricted Stock Unit will represent a right to receive from the Company, upon fulfillment of any applicable

conditions, an amount equal to the Fair Market Value (at the time of the distribution) of one Share. Distributions may be made in cash,

Shares, or a combination of both, at the discretion of the Committee. All other terms governing Restricted Stock Units, such as vesting,

time and form of payment and termination of units shall be set forth in the applicable Award Agreement. The Participant shall not have

any shareholder rights with respect to the Shares subject to a Restricted Stock Unit Award until that Award vests and the Shares are actually

issued thereunder; provided, however, that an Award Agreement may provide for the inclusion of dividend equivalent payments or

unit credits with respect to the Award in the discretion of the Committee. Subject to the provisions of the applicable Award Agreement

or as otherwise determined by the Committee, if a Participant’s service with the Company terminates prior to the Restricted Stock

Unit Award vesting, the Participant’s Restricted Stock Units that then remain subject to forfeiture will then be forfeited automatically.

Section

10.           Cash or Other Stock Based Awards. Subject to

the other terms of the Plan, the Committee may grant Cash or Other Stock Based Awards (including Awards to receive unrestricted Shares

or immediate cash payments) to eligible individuals. The Award Agreement evidencing a Cash or Other Stock Based Award shall set forth

the terms and conditions of such Cash or Other Stock Based Award, including, as applicable, the term, any exercise or purchase price,

performance goals, vesting conditions and other terms and conditions. Payment in respect of a Cash or Other Stock Based Award may be made

in cash, Shares, or a combination of cash and Shares, as determined by the Committee.

Section

11.         Amendments and Termination. The Board may amend,

alter or discontinue the Plan at any time. However, except as otherwise provided in Section 3, no amendment, alteration or discontinuation

will be made which would impair the rights of a Participant with respect to an Award without that Participant’s consent or which,

without the approval of such amendment within 365 days of its adoption by the Board or by the Company’s shareholders in a manner

consistent with Treas. Reg. §1.422-3 (or any successor provision), would: (i) increase the total number of Shares reserved for

issuance hereunder, or (ii) change the persons or class of persons eligible to receive Awards.

A-11

Section

12.         Prohibition on Repricing Programs. Neither the

Committee nor the Board shall (i) implement any cancellation/re-grant program pursuant to which outstanding Options or Stock Appreciation

Rights under the Plan are cancelled and new Options or Stock Appreciation Rights are granted in replacement with a lower exercise or base

price per share, (ii) cancel outstanding Options or Stock Appreciation Rights under the Plan with exercise prices or base prices

per share in excess of the then current Fair Market Value per Share for consideration payable in equity securities of the Company or (iii) otherwise

directly reduce the exercise price or base price in effect for outstanding Options or Stock Appreciation Rights under the Plan, without

in each such instance obtaining shareholder approval.

Section

13.           Conditions Upon Grant of Awards and Issuance of Shares.

(a)

The implementation of the Plan, the grant of any Award and the issuance of Shares in connection with the issuance, exercise or

vesting of any Award made under the Plan shall be subject to the Company’s procurement of all approvals and permits required by

regulatory authorities having jurisdiction over the Plan, the Awards made under the Plan and the Shares issuable pursuant to those Awards.

(b)

No Shares or other assets shall be issued or delivered under the Plan unless and until there shall have been compliance with all

applicable requirements of Applicable Law, including the filing and effectiveness of the Form S-8 registration statement for the

Shares issuable under the Plan, and all applicable listing requirements of any stock exchange on which Shares are then listed for trading.

Section

14.         Limits on Transferability; Beneficiaries. No

Award or other right or interest of a Participant under the Plan shall be pledged, encumbered, or hypothecated to, or in favor of, or

subject to any lien, obligation, or liability of such Participant to, any party, other than the Company, any Subsidiary or Affiliate,

or assigned or transferred by such Participant other than by will or the laws of descent and distribution, and such Awards and rights

shall be exercisable during the lifetime of the Participant only by the Participant or his or her guardian or legal representative. Notwithstanding

the foregoing, the Committee may, in its discretion, provide that Awards or other rights or interests of a Participant granted pursuant

to the Plan (other than an Incentive Stock Option) be transferable, without consideration, to immediate family members (i.e., children,

grandchildren or spouse), to trusts for the benefit of such immediate family members and to partnerships in which such family members

are the only partners. The Committee may attach to such transferability feature such terms and conditions as it deems advisable. In addition,

a Participant may, in the manner established by the Committee, designate a beneficiary (which may be a person or a trust) to exercise

the rights of the Participant, and to receive any distribution, with respect to any Award upon the death of the Participant. A beneficiary,

guardian, legal representative or other person claiming any rights under the Plan from or through any Participant shall be subject to

all terms and conditions of the Plan and any Award Agreement applicable to such Participant, except as otherwise determined by the Committee,

and to any additional restrictions deemed necessary or appropriate by the Committee.

A-12

Section

15.           Withholding. No later than the date as of which

an amount first becomes includible in the gross income of the Participant for federal income tax purposes with respect to any Award under

the Plan, the Participant will pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal,

state or local taxes of any kind required by law to be withheld with respect to such amount. The minimum required withholding obligations

may be settled with Shares, including Shares that are part of the Award that gives rise to the withholding requirement. Notwithstanding

the immediately preceding sentence, the Company, in its discretion, may withhold Shares having a Fair Market Value up to, but not in excess

of, the maximum statutory withholding requirements. The obligations of the Company under the Plan will be conditioned on such payment

or arrangements and the Company will have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant.

Section

16.           Liability of Company.

(a)

Inability to Obtain Authority. If the Company cannot, by the exercise of commercially reasonable efforts, obtain authority

from any regulatory body having jurisdiction for the sale of any Shares under this Plan, and such authority is deemed by the Company’s

counsel to be necessary to the lawful issuance of those Shares, the Company will be relieved of any liability for failing to issue or

sell those Shares.

(b)

Grants Exceeding Allotted Shares. If Shares subject to an Award exceed, as of the date of grant, the number of Shares which

may be issued under the Plan without additional shareholder approval, that Award will be contingent with respect to such excess Shares,

on the effectiveness under Applicable Law of a sufficient increase in the number of Shares subject to this Plan.

(c)

Rights of Participants and Beneficiaries. The Company will pay all amounts payable under this Plan only to the applicable

Participant, or beneficiaries entitled thereto pursuant to this Plan. The Company will not be liable for the debts, contracts, or engagements

of any Participant or his or her beneficiaries, and rights to cash payments under this Plan may not be taken in execution by attachment

or garnishment, or by any other legal or equitable proceeding while in the hands of the Company.

Section

17.           General Provisions.

(a)

The Board may require each Participant to represent to and agree with the Company in writing that the Participant is acquiring

securities of the Company for investment purposes and without a view to distribution thereof and as to such other matters as the Board

believes are appropriate.

(b)

The Awards, and any Shares associated therewith, shall be subject to the Company’s recoupment, stock ownership, securities

trading, anti-hedging and other similar policies, as in effect from time to time.

(c)

All certificates for Shares or other securities delivered under the Plan will be subject to such share-transfer orders and other

restrictions as the Board may deem advisable under the rules, regulations and other requirements of the Securities Act of 1933, as amended,

the Exchange Act, any stock exchange upon which the Shares are then listed, and any other Applicable Law, and the Board may cause a legend

or legends to be put on any such certificates to make appropriate reference to such restrictions.

A-13

(d)

Nothing contained in the Plan will prevent the Company from adopting other or additional compensation arrangements, subject to

shareholder approval if such approval is required.

(e)

Neither the adoption of the Plan nor the execution of any document in connection with the Plan will: (i) confer upon any employee

or other service provider of the Company or an Affiliate any right to continued employment or engagement with the Company or such Affiliate,

or (ii) interfere in any way with the right of the Company or such Affiliate to terminate the employment or engagement of any of

its employees or other service providers at any time.

(f)

Notwithstanding any other provisions in this Plan, any Award which is subject to recovery under any law, government regulation

or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such

law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government

regulation or stock exchange listing requirement).

Section

18.           Effective Date of Plan. The Plan was adopted

by the Board on March 31, 2023 (the “Adoption Date”), subject to approval by the Company’s shareholders.

Section

19.           Term of Plan. Unless the Plan shall theretofore

have been terminated in accordance with Section 11, the Plan shall terminate on the 10-year anniversary of the Adoption Date, and

no Awards under the Plan shall thereafter be granted.

Section

20.           Invalid Provisions. In the event that any provision

of this Plan is found to be invalid or otherwise unenforceable under any Applicable Law, such invalidity or unenforceability will not

be construed as rendering any other provisions contained herein as invalid or unenforceable, and all such other provisions will be given

full force and effect to the same extent as though the invalid or unenforceable provision was not contained herein.

Section

21.         Section 409A. All Awards are intended to be exempt

from or comply with the requirements of Section 409A of the Code (“Section 409A”) and should be interpreted accordingly.

Nonetheless, the Company does not guaranty any particular tax treatment for any Award. For any Award that is non-qualified deferred compensation

subject to Section 409A, the Committee may elect to liquidate such Award at any time in a manner intended to comply with Treas. Reg. §

1.409A-3(j)(4)(ix) or any successor provision. Notwithstanding anything to the contrary in the Plan or an Award, if at the time of a Participant’s

separation from service, such Participant is a “specified employee” (within the meaning of Section 409A), then any amounts

payable under the Plan on account of such separation from service that would (but for this provision) be payable within six (6) months

following the date of the separation from service shall instead be paid on the next business day following the expiration of such six

(6) month period or, if earlier, upon the Participant’s death, to the extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2)

(or any successor provision) is necessary to avoid the application of an additional tax under Section 409A to such amounts.

Notwithstanding the foregoing, neither the Company nor the Committee shall have any obligation to take any action to prevent the assessment

of any excise tax or penalty on any Participant under Section 409A and neither the Company nor the Committee will have any liability to

any Participant for such tax or penalty.

A-14

Section

22.           Governing Law. The Plan and all Awards granted

hereunder will be governed by and construed in accordance with the laws and judicial decisions of the Commonwealth of Pennsylvania, without

regard to the application of the principles of conflicts of laws.

Section

23.           Notices. Any notice to be given to the Company

pursuant to the provisions of this Plan must be given in writing and addressed, if to the Company, to its principal executive office to

the attention of its Chief Financial Officer (or such other Person as the Company may designate in writing from time to time), and, if

to a Participant, to the address contained in the Company’s personnel files, or at such other address as that Participant may hereafter

designate in writing to the Company. Any such notice will be deemed duly given: if delivered personally or via recognized overnight delivery

service, on the date and at the time so delivered; if sent via telecopier or email, on the date and at the time telecopied or emailed

with confirmation of delivery; or, if mailed, five (5) days after the date of mailing by registered or certified mail.

Amended May 22, 2026.

A-15

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dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

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duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

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Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

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