Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting to be Held on June 13, 2019:

Our Proxy Statement on Schedule 14A, form of proxy card and 2018 Annual Report on Form10-K are available at:https://riverviewbankpa.com/ by clicking on theInvestor Relations link.April 29, 2020

If youShareholders, including those who hold shares in street name withthrough a bank, broker or brokerother nominee, may also attend the virtual Annual Meeting and you wish to vote your shares in person atonline during the Annual Meeting. To vote online during the Annual Meeting youor submit questions, follow the instructions atwww.virtualshareholdermeeting.com/RIVE2020.

To attend and participate in the virtual Annual Meeting, shareholders will need toobtain a “legal proxy” from your bank provide the sixteen (16)-digit control number that appears on their Notice of Internet Availability of Proxy Materials or broker authorizingproxy card. We encourage you to votevisit the shares atVirtual Meeting website prior to the start time of the meeting. Please allow ample time to ensure that you gain access to the meeting. If you have difficulties accessing the site prior to, or during the Annual Meeting. A “legal proxy” is different thanMeeting there will be technicians available to assist you. If you encounter any difficulties accessing the proxy card you may receive from your broker.Virtual Meeting website atcheck-in or during the course of the Annual Meeting, please call the toll-free phone number displayed on the Virtual Meeting website on the meeting date.

Voting of Shares

By giving your proxy, you appoint Joseph D. Kerwin and Marlene K. Sample, as proxy holders to vote your shares in the manner indicated by you. Unless revoked, any proxy given pursuant to this solicitation will be voted at the Annual Meeting, including any adjournment or postponement thereof, in accordance with the instructions of the shareholder giving the proxy. In the absence of instruction, all proxies will be voted FOR the election of the director nominees identified in this proxy statement FOR the approval and adoption of the 2019 Equity Incentive Plan and FOR the ratification of the appointment of Crowe LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2019.2020. Although the Board of Directors knows of no other business to be presented, in the event that any other matters are properly brought before the Annual Meeting, any proxy given pursuant to this solicitation will be voted in accordance with the recommendations of the Board of Directors of the Corporation as permitted by Rule14a-4 under the Securities Exchange Act of 1934, as amended.

Quorum; Required Vote

At the close of business on the Record Date, the Corporation had 7,806,1739,182,251 issued and outstanding shares of no par value voting common stock (the “Common Stock”) held by approximately 1,1601,014 shareholders of record. The Common Stock is the only class of Corporation stock entitled to vote at the Annual Meeting. Each holder of the Corporation’s Common Stock, excluding shares of CBT Financial Corp. that have not yet been exchanged for shares of Riverview’s Common Stock is entitled to one vote per share owned of record on the Record Date on all business presented at the Annual Meeting.

A majority of the outstanding shares of Common Stock of the Corporation, represented in person or by proxy, constitutes a quorum for the conduct of business. Under Pennsylvania law and the Corporation’s Bylaws, the presence of a quorum is required for each matter to be acted upon at the Annual Meeting. Votes withheld and abstentions are counted in determining the presence of a quorum for a particular matter. Brokernon-votes are counted in determining the presence of a quorum if they have voted on at least onenon-procedural matter at the Annual Meeting.

In the case of the election of directors, the four (4) candidates receiving the highest number of votes will be elected. Shareholders are not entitled to cumulate votes for the election of directors. In the case of the approval and adoption of the 2019 Equity Incentive Plan, the affirmative vote of a majority of votes cast, in person or by proxy, is required for approval. For all other matters to be voted upon, the affirmative vote of a majority of votes cast, in person or by proxy, at the Annual Meeting, is required for approval, except in cases where the vote of a greater number of shares is

In determining the directors’ independence, the Board of Directors considered any services provided to Riverview, loan transactions between Riverview Bank and the directors, their respective family members and businesses with whom they are associated, as well as any contributions made tonon-profit organizations with whom the directors are associated.

The following table includes a description of other categories or types of transactions, relationships or arrangements considered by the Board (in addition to those listed above and under the section entitled “Transactions with Directors and Executive Officers” below) in reaching its determination that the fourteen (14)eleven (11) directors are independent.

In each case, the Board determined that none of the transactions noted impair the independence of the director.

Further, it is the responsibility of the Audit Committee to provide independent oversight and to monitor and maintain lines of communication between the Board of Directors, the external auditors, the internal auditors and the senior management of the Corporation. The Audit Committee is also responsible for matters concerning the relationship between the Corporation and its independent auditors, including annually recommending their appointment or removal, reviewing the scope of their audit services and related fees as well as other services they may provide to the Corporation, and determining whether the auditors are independent. The Audit Committeepre-approves all audit andnon-audit services provided by the independent auditors prior to the engagement of the independent auditors with respect to such services. Messrs.Mr. Greenawalt and Johnston were eachwas determined by the Board of Directors to be an “audit committee financial expert” as defined in SEC RegulationS-K.

Compensation Committee. The Compensation Committee met thirteen (13)ten (10) times during 20182019 and operates pursuant to a written charter, a copy of which is available on Riverview Bank’s website athttps://www.riverviewbankpa.com/ under then clicking on theInvestor Relations – link - “Governance Documents”. The Compensation Committee is comprised of Kevin D. McMillen, Chairman, Maureen M. Gathagan, David W. Hoover and Joseph D. Kerwin, and Andrew J. Kohlhepp, who are all considered to be independent under the NASDAQ independence standards applicable to Compensation Committee membership. The Compensation Committee is responsible for formulating, evaluating and recommending to the Board the compensation of Riverview’s executive officers, overseeing all compensation programs involving the issuance of Riverview’s stock and other equity securities of Riverview, assessing Bank compensation programs for risk, annually reviewing the Bank’s executive

Shareholder Communications

Shareholders who wish to send communications to the Board may send communications to Kathy Ann Paul,Melinda Aungst, Corporate Secretary, Riverview Financial Corporation, 3901 North Front Street, Harrisburg, Pennsylvania 17110.

Nomination of Directors

Under the Corporation’s Bylaws, Board nominations may be made by the Board of Directors or by any shareholder entitled to vote on the election of directors, provided that all nominees must meet the age and ownership requirements discussed below. The Governance and Nominating Committee does not maintain a formal diversity policy with respect to the identification or selection of directors for nomination to the Board. As part of the Committee’s process to identify and select director nominees, diversity is one of many factors considered, including skill, experience and time availability, in evaluating candidates. The Board does not assess shareholder nominees using a different standard from that used to assess Board nominees. In order for a shareholder to make a nomination, the shareholder must provide a notice, along with additional information about the proposed nominee(s), as required by Section 9.2 of the Bylaws, to our corporate

PROPOSAL 1: ELECTION OF DIRECTORS

The Corporation’s Articles of Incorporation provide that the Board of Directors shall consist of at least seven (7), but not more than twenty-five (25) persons, as determined by the Board of Directors from time to time. The Board currently has fifteen (15)twelve (12) members; however, effective as of the Annual Meeting, the total number of members of the Board will be reduced to fourteen (14)eleven (11), as described below. The Board is divided into three classes, as nearly equal in number as possible. Directors serve staggered, three-year terms, such that the term of office of one class of directors expires each year. Currently, the term of the Class 1 directors expires at the 2020 Annual Meeting, the term of Class 2 directors expires at the 2021 Annual Meeting, and the term of Class 3 directors expires at the 20192022 Annual Meeting.

Any vacancy occurring on the Board of Directors, whether due to an increase in the number of directors, resignations, retirement, death or any other reason, may be filled by a majority of the remaining members of the Board of Directors, or by a sole remaining director, though less than a quorum, and each person so appointed will serve as a director until the expiration of the term of office of the class of directors to which he or she was appointed. The Bylaws do not permit the nomination of any individual as a director who shall have attained the age of seventy (70) years on or before the date of the Annual Meeting at which directors are to be elected. As of the 20192020 Annual Meeting, Director Charles R. Johnston, Jr.William Wood is retiring from the Board as a result ofdue to this requirement, thus reducing the size of the Board to fourteen (14)eleven (11) members. The ages of the directors presented in the upcoming table are as of the April 15, 20192020 Record Date.

The Board of Directors recommends a vote “FOR” the following four (4) nominees:

Nominees for Class 31 Directors to serve until 20222023

Information regarding the Corporation’s continuing directors is provided as follows:

Class 1 Directors to serve until 2020

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Securities Authorized for Issuance Under Equity Compensation Plans

The following table discloses the number of outstanding options granted by the Corporation to participants in all equity compensation plans as not approved and as approved by shareholders, as well as the number of securities remaining available for future issuance under such plans, as of December 31, 2018.2019.

The vesting schedule for all options issued under the 2009 Stock Option Plan is a seven-year cliff, which means that the options are 100% vested in the seventh year following the grant date. All options expire ten years following the grant date. On December 18, 2013, the Board of Directors approved the acceleration of the vesting of 179,250 options that were granted and outstanding at that date. As a result of the merger with CBT Financial Corp. effective October 1, 2017, the remaining 177,579 options became fully vested. Additional information relating to the Option Plan can be found in Note 15 – Employee Benefit Plans in the Corporation’s Annual Report to shareholders.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis discusses the principles underlying our executive compensation policies and decisions and what we believe are the most important factors relevant to an analysis of these policies and decisions. It provides qualitative information regarding the manner in which compensation is awarded to and earned by our Named Executive Officers (“NEOs”) (as defined in the Summary Compensation Table contained within this document) and places into perspective the data presented in the tables and narratives that follow.

Compensation Philosophy and Overview

We believe that the most effective compensation program is one that is designed to reward the achievement of our financial and strategic goals, and which aligns executives’ interests with those of our shareholders.

Traditionally, the compensation paid to our executive officers had three principal elements: a base salary, discretionary cash bonus and discretionary equity-based compensation award, which has historically taken the form of stock options in those years where awards were granted. In 2019, Riverview approved the

Riverview does not have a policy that limits the other services that an executive compensation consultant can perform. Riverview has not engaged Blanchard Consulting for any other projects except for those directed by the Committee and which were limited to engagements involving the compensation of the executives and compensation of Riverview’s directors. Specific instructions and directions given to Blanchard Consulting and fees to be paid were generally outlined in an engagement letter with respect to the scope and performance of Blanchard Consulting’s duties for each project.

Role of Executive Officers in Compensation Decisions

Our President and Chief Executive Officer annually reviews the performance of each of our other executive officers. The conclusions reached by our President and Chief Executive Officer and his recommendations based on his review, including recommendations regarding salary adjustments, incentive awards and equity award amounts, are presented by the President and Chief Executive Officer to the Compensation Committee. The Committee can exercise its discretion in modifying any recommended adjustments or awards to executives. The independent members of the Board of Directors makesmake all final compensation decisions for each of our executive officers.

Committee meetings typically have included, for all or a portion of each meeting, not only the Committee members but also our President and Chief Executive Officer. Our President and Chief Executive Officer does not participateneither recommends nor participates in any portion of such meetings regarding his own compensation.

Role of the Compensation Committee

The Compensation Committee currently consists of Kevin D. McMillen, Chairman, Maureen M. Gathagan, David W. Hoover and Joseph D. Kerwin and Andrew J. Kohlhepp.Kerwin. Each member of the Compensation Committee is a director who is not employed by us or any of our affiliates and is an independent director under applicable NASDAQ standards applicable to Compensation Committee service.

For 2019, in order to ensure competitive executive compensation practices, the Corporation benchmarked its executive compensation, including base and incentive compensation, as well as the overall compensation package, against a defined peer group of similar financial service organizations. The Committee worked with its consultant to develop the peer group of bank holding companies for the purpose of making this analysis. The peer group includes bank holding companies that, at the time of selection in 2018, were generally comparable to Riverview in terms of asset size, although they were not necessarily comparable in terms of financial performance. The peer group will be used to assist in the determination of base salary, equity-based compensation and awards, benefits and long-term incentives by comparing Riverview’s financial performance and compensation practices relative to the peer group average, mean and median compensation levels for similar positions within the peer group.

The members of the peer group as of December 31, 20182019 were:

Components of our Executive Compensation Program

Base Salary

A competitive base salary is necessary to attract and retain talented executives. The base salary for each named executive officer is determined based upon experience, expected personal performance, salary

Equity-Based Compensation

The Corporation believes in providing long-term compensation consisting of equity grants in order to focusincent executives on delivering long-term performance and shareholder value and to act as a balance to short-term incentives, ensuring a focus on the long-term stability of the organization. The Corporation incorporates vesting terms into its equity awards that encourage executive retention, where grants of equity awards will vest over a period of years in order to serve as an inducement for our executives to remain in the employ of our Corporation. The Corporation believes in equity award levels that are fair and market competitive, both in isolation and in the context of total compensation.

Additionally, we believe that our executives should have a greater percentage of their compensation at risk as compared with our other employees. Since our executives do not benefit from stock options or

TheRiverview Bank maintains Deferred Executive Compensation Plan and Supplemental Executive Retirement Plan (“SERP”) agreements that provide specified benefits to certain key executives, which include Messrs. Fox, Fulk and Bibak.Fox. The agreements were specifically designed to encourage key executives to remain as employees of the Bank. The SERP agreements are unfunded, with benefits paid from the Bank’s general assets. After normal retirement, benefits of $4,167 and $1,667 are payable to the executivesMr. Fulk or theirhis beneficiaries in equal monthly installments for a period of 15 years for Messrs. Fox and Bibak and 15 and 20 years, forrespectively. As a result of Mr. Fulk.Fox’s resignations, annual SERP payments of $47,470 commenced August 2019, payable over 15 years in accordance with terms of his agreements. The interest rate on the unpaid balance of Mr. Fox’s SERP is fixed at 4.00%. There are provisions for death benefits should a participant die before his retirement date and the agreements are subject to change in control and other provisions.

As a result of Messrs. Fox and Bibak’s resignations, SERP payments will commence August 2019 in accordance with terms of their agreements. The interest rate on the unpaid balance of the SERPMr. Fulk is fixed at 4.00%.

Messrs. Fox and Fulk are entitled to the use of a Corporation providedowned vehicle while employed, whileand Mr. Seasock receives ana monthly allowance for automobile use. In addition, Mr. Fox is entitled to a membership at a country club during his employment. These provisionsperquisites are viewed as a normal and reasonable benefit in a highly competitive financial service industry.

Tax Deductibility of Executive Compensation

Under 162(m) of the Internal Revenue Code, as amended by the Tax Cut and Jobs Act (“Tax Act”) on December 22, 2017, publicly-held corporations are subject to limits on the deductibility of executive compensation. Deductible compensation is limited to $1 million per year for each covered employee, defined as the publicly-held corporation’s principal executive officer, principal financial officer and three additional highest compensated officers during any taxable year of the corporation beginning after December 31, 2016. The Tax Act provides “grandfathered” treatment for certain compensation in excess of the $1 million deductibility limitation, including compensation that is “qualified performance-based compensation” within the meaning of Section 162(m) prior to the Tax Act, if payable pursuant to a written binding contract in effect as of November 2, 2017 that is not modified in any material respect thereafter.

Our stock option grants awarded prior to November 2, 2017 are expected to continue to qualify as qualified performance-based compensation that is exempt from the deductibility limitation under Section 162(m). A number of requirements must be met for particular compensation to qualify for tax deductibility, so there can be no assurance that the incentive compensation awarded will be fully deductible in all circumstances.

non-solicitation and confidentiality provisions covering any county of the Commonwealth of Pennsylvania where any Bank office or branch is located or any contiguous county, provides that Mr. Fox will provide certain consulting and post-termination services, and contains a release of claims by Mr. Fox. The payments to Mr. Fox under the Agreement are subject to forfeiture if Mr. Fox breaches certain obligations.

Mr. Bibak, whose service ended July 2, 2018, was partyIf the termination payments to atwo-year evergreen agreement, which became effective October 1, 2017. The termbe paid to Messrs. Fox and Fulk are determined to be subject to excise tax under Section 280G of that agreement ended June 29, 2018, when Mr. Bibak received fromthe Internal Revenue Code, the Corporation a Notice ofNon-Renewal of Executive Employment Agreement. Effective July 2, 2019, Mr. Bibak signed a Confidential Separation Agreement and General Release and was paid severance in accordance with its terms, which provided forwill “gross up” the following:

Mr. Seasock is party to atwo-year term evergreenemployment agreement wherewith the initial term will beCorporation. On every anniversary date of the agreement, the employment period is extended automatically extended for successiveone additionalone-year periods, year, unless notice of nonrenewal is given.given by either party. The agreement provides that the executive may participate in those employee benefit plans for which he is eligible and will receive a monthly vehicle allowance of $750. The agreement contains anon-compete covenant restricting the executive from competing with the Corporation within any county in which a branch or office of the Corporation is located for one year after the last day of employment with the Corporation. The agreement provides that if the executive terminates his employment for “good reason” or is terminated without cause, or if within 12 months of a change in control the executive terminates his employment for good reason or is terminated without cause, the Corporation will pay him two times his base salary plus one times the annual amount that the Bank pays for employee health care benefits for the executive, less applicable taxes and withholding, such amount to be payable in 12 equal monthly installments beginning within 30 days following his separation from service.

Mr. Fulk elected to receivedreceive deferred compensation payments at age 50. As a result of reaching age 50 during 2018, deferred compensation payments of $5,831.68 per month, payable over 60 months, commenced October 2018. The interest rate on the balance of the unpaid deferred compensation is fixed at 4.87%4.89%.

Due toAs a result of Mr. Bibak’sFox’s resignation, deferred compensation payments will begin Februaryof $13,829.54 per month commenced August 2019 forpre-2018 deferrals and April 2030 for 2018 deferrals.in accordance with his deferred compensation agreements. The interest rate on the balance of the unpaid deferred compensation is fixed at 4.89%4.83%.

Director Fees

Employee membersRiverview Bank maintains Supplemental Executive Retirement Plan (“SERP”) agreements with Messrs. Fulk and Fox. After normal retirement, benefits of the Board$4,167 and $1,667 are payable to Mr. Fulk or his beneficiaries in equal monthly installments for a period of Directors received the equivalent15 and 20 years, respectively. As a result of $15,000 per year as a retainer fee for servingMr. Fox’s resignations, annual SERP payments of $47,470 commenced August 2019, payable over 15 years in accordance with terms of his agreements. The interest rate on the Board until October 1, 2017. After October 1, 2017, employee directorsunpaid balance of Mr. Fox’s SERP is fixed at 4.00%. There are not separately compensatedprovisions for being members ofdeath benefits should a participant die before his retirement date and the Board of Directors.agreements are subject to change in control and other provisions.

Grants of Plan-BasedOutstanding Equity Awards atYear-End

The following table presents equity incentive plan awards, granted under the 2009 Stock Option Plan, that were outstanding at December 31, 20182019 for each named executive officer and information relating to those option awards that were unexercised and option awards that had not yet vested as of that date:date.

Directors’ Compensation

The following table summarizes the total compensation paid to the directors (other than directors who are Named Executive Officers and whose compensation in all capacities is stated in the Summary Compensation Table) during the year ended December 31, 2018. As noted, employee2019. Employee directors are not separately compensated for their service on the Board:Board and Board committees.

For 2018,the first and second quarters of 2019, the Chairman of the Board received an annuala quarterly retainer of $30,000$8,500 while the Vice Chairman of the Board received a quarterly retainer fee of $27,500.$7,500. The annualquarterly retainer fee fornon-employee directors is $24,000.was $6,000 in the first and second quarters of 2019. For the third and fourth quarters of 2019, the Chairman of the Board received a quarterly retainer of $6,800 while the Vice Chairman of the Board received a quarterly retainer fee of $6,000. The quarterly retainer fee fornon-employee directors was $6,000 in the first and second quarters of 2019 and was $4,800 in the third and fourth quarters of 2019. A fee of $750 is paid to eachnon-employee director for each Board meeting attended.Non-employee directors are paid $500 for each Board designated committee meeting that they attend in which they are an appointed committee member. Eachnon-employee director appointed to the Directors Loan committee receives $500 per month. All Board compensation is paid quarterly.

The material terms of the 2019 Plan are summarized below. The summary is not intended to be a complete description of the 2019 Plan and is qualified in its entirety by the actual text of the 2019 Plan, a copy of which is attached to this Proxy Statement as Exhibit A.

Material Features of the 2019 Plan

General. The 2019 Plan provides that awards may be granted in any of the following forms: stock options, restricted stock, restricted stock units, performance awards or any or all of them, or any other right or interest relating to stock or cash.

The 2019 Plan authorizes up to 1,140,000 shares of common stock for issuance, subject to adjustment as described below. Awards that terminate, expire or are cancelled, forfeited, exchanged or surrendered without having been exercised, earned or otherwise becoming vested, will become available again for issuance under the 2019 Plan. The number of shares of common stock reserved for issuance under the 2019 Plan is reduced, on aone-for-one basis, for each share of common stock subject to a stock option grant, and on atwo-for-one basis for each share of common stock issued pursuant to restricted stock awards or restricted sock units. Shares of common stock tendered or withheld in payment of the exercise price of any stock option or for purposes of satisfying tax withholding obligation do not become available forre-issuance under the 2019 Plan.

The 2019 Plan restricts the maximum number of shares of stock that may be granted to any one employee to 200,000 shares (all of which may be granted during a single calendar year as Stock Options, Restricted Stock and/or Restricted Stock Units). The maximum number of shares that may be covered by awards tonon-employee directors during a single year is limited to $50,000 in total value (calculating the value of awards based on the grant date fair value for financial reporting purposes).

In the event of the Corporation’s acquisition of any other company, outstanding grants or rights earned or due under any compensation plan or arrangement of the acquired entity may be assumed or replaced with awards under the 2019 Plan, and any such grants or rights that are assumed or replaced by awards under the 2019 Plan in connection with an acquisition will reduce the 2019 Plan’s share reserve described above.

Administration. The 2019 Plan is administered and interpreted by a committee consisting of at least three (3) disinterested Board members (the “Committee”). To be “Disinterested,” a Board member cannot: (i) be a current employee; (ii) a former employee who receives compensation for prior services (other than benefits under atax-qualified retirement plan); (iii) a past officer; (iv) be receiving compensation from the Corporation or a subsidiary in any capacity other than as a directorexcept in an amount which would not require disclosure as a “Related Party” transaction; (v) does not possess an interest in any other transaction, and is not engaged in a business relationship for which disclosure would be required as a “Related Party” transaction; and (vi) is an “independent director” under Nasdaq rules.

The decisions and actions taken by a majority of the Committee members present at any meeting at which a quorum is present are final and binding. The Committee may delegate some or all of its responsibilities, but members who are not “disinterested”, must abstain from participating in any discussion or decision to make or administer awards that are made to participants who, at the time of consideration for award, are persons subject to the short-swing profit rules of Section 16 of the Exchange Act. The Board has the discretionary authority to make plan-related determinations and interpretations.

Eligibility for Participation. Employees and directors of Riverview, Riverview Bank or any other subsidiary of Riverview may be granted awards under the 2019 Plan.

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Awards. Under the terms of the 2019 Plan, the Board may award stock options, restricted stock, restricted stock units, performance awards or any or all of them, or any other right or interest relating to stock or cash, to eligible participants.

Stock Options– Stock options may be issued as incentive stock options (each an “ISO”) ornon-qualified stock options. The Board fixes the exercise price for each stock option on the date of grant. The exercise price cannot be less than the fair market value of a share of common stock on the date of grant, determined by reference to the closing sales price of the common stock if it is listed on a nationally recognized stock exchange or, if it is not, as determined by the Board in good faith on the basis of objective criteria. If a participant holds more than 10% of the total combined voting power of all classes of outstanding stock of the Corporation (a “10% Shareholder”), the exercise price per share of an ISO awarded to such person must be at least 110% of the fair market value of a share of common stock on the date of grant.

The Board also determines the exercise period of each stock option. The exercise period cannot exceed ten (10) years from the date of grant; where the recipient of an ISO is a 10% Shareholder, the exercise period cannot exceed five (5) years from the date of grant.

When an option is exercised, the exercise price may be paid (i) in shares of the Corporation’s common stock; (ii) with the proceeds of a sale by a third party of shares of common stock acquired upon exercise of the option, (iii) through net settlement using a portion of the shares obtained on exercise in payment of the exercise price; (iv) by check; (v) by other property acceptable to the Committee; or (vi) through any combination of the foregoing.

Restricted Stock – Each award of Restricted Stock shall, at the discretion of the Committee, be either: (i) registered in the name of the participant and held by or on behalf of the Corporation pending vesting or forfeiture; or (ii) registered in the name of, and delivered to, the participant. No dividends or distributions are paid on Restricted Stock (including Performance Awards) until the Restricted Stock vests. Upon vesting, any cash dividends or distributions declared but not paid during the vesting period are paid to the participant within thirty (30) days and any stock dividends vest at the same time as the shares of Restricted Stock on which such dividends were paid. All unvested dividends are forfeited by participants to the extent the underlying Restricted Stock is forfeited. Except as otherwise determined by the Committee, a participant may vote his or her unvested,non-forfeited Restricted Stock.

Restricted Stock Units – A Restricted Stock Unit (“RSU”) is similar to Restricted Stock except that no shares of common stock are actually issued to the recipient on the date of grant. RSUs are paid out in shares of common stock, cash or a combination of cash and common stock. The Committee may impose conditions and restrictions on any RSU including a requirement that participants pay a stipulated purchase price for each RSU, vesting based on time or the attainment of performance measures, and holding requirements or sale restrictions. RSUs may be granted as Performance Awards, which are discussed below.

An RSU isnon-transferable and subject to the provisions of the Plan and the applicable award agreement, during the period, if any, set by the Committee, commencing with the date of such RSU for which such participant’s continued Service is required (the “Restriction Period”), and until the later of (A) the expiration of the Restriction Period and (B) the date the applicable performance measures (if any) are satisfied, the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber RSU.

A participant has no voting rights with respect to RSUs. No dividends are paid on RSUs unless the Committee, at the time of grant, also grants the recipient of an RSU the right to receive dividends declared on the Corporation’s common stock as though each RSU had been a share of common stock (i.e., “Dividend Equivalent Rights”). Dividend Equivalent Rights are payable either at the time the RSU vests or, if later, when the RSU is settled, as set forth in the applicable award agreement. If a RSU is intended to be performance-based, payment of the Dividend Equivalent Rights will be conditioned on the satisfaction of the performance criteria or any other vesting conditions. In such case, the Dividend Equivalent Right shall be paid at the same time as the shares subject to such RSU are distributed to the participant.

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Performance Awards – The vesting of a Performance Award consisting of Restricted Stock or an RSU may be conditioned on the achievement of one or more objective performance measures, as may be determined by the Committee. Performance measures that may be used include a wide variety of financial metrics relating to stock performance, company operating performance and achievement of strategic business objectives, among others.

Performance measures may be based on the performance of the Corporation as a whole or on any one or more subsidiaries or business units of the Corporation or a subsidiary and may be measured relative to a peer group, an index or a business plan and may be considered as absolute measures or changes in measures. A performance award may provide that partial achievement of performance measures result in partial payment or vesting of the award or that the achievement of the performance measures may be measured over more than one period or fiscal year. The Committee may modify performance measures due to changes in the business, operations, corporate structure or capital structure of the Corporation or the manner in which the Corporation or its Subsidiaries conducts its business or other events or circumstances that render current performance measures to be unsuitable. Performance measures will be modified, to the extent applicable, to reflect a change in the outstanding shares of common stock of the Corporation by reason of any stock dividend or stock split, or a corporate transaction, such as a merger or any partial or complete liquidation by the Corporation or a Subsidiary.

Vesting of Awards. The Committee specifies the vesting schedule or conditions of each award, provided that no award may vest earlier than the first anniversary of the date of grant with the exception of (i) substitute Awards granted in connection with awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction entered into by the Corporation or any of its subsidiaries, (ii) awards tonon-employee directors that vest on the earlier of theone-year anniversary of the date of grant or the next annual meeting of stockholders which is at least 50 weeks after the immediately preceding year’s annual meeting, and (iii) any additional awards the Committee may grant, up to a maximum of five percent (5%) of the available share reserve authorized for issuance under the Plan.

Change in Control. Except as otherwise provided in the 2019 Plan or as set forth in the terms of any award agreement or employment, change in control, or severance agreement:

“Involuntary Termination” means the termination of employment by the Corporation or a subsidiary other than for Cause (defined below) or termination of employment by an employee participant for “Good Reason”. If the participant is party to an employment, change in control, severance or similar agreement that provides a definition for “Good Reason” or a substantially similar term, Good Reason shall have the meaning provided in that agreement. Otherwise, “Good Reason” means resignation by the participant due to: a material diminution in participant’s base compensation, authority, duties or responsibilities; or a change of more than fifty (50) miles in the location of participant’s principal workplace that results in a material increase in participant’s normal commuting time. Unless already defined in a written agreement with the Corporation or a subsidiary (in which case that definition will apply), termination for “Cause” means termination because of a participant’s personal dishonesty, incompetence, willful misconduct, breach of

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fiduciary duty involving personal profit, material breach of Riverview Bank’s Code of Ethics, material violation of the applicable Sarbanes-Oxley requirements for officers of public companies that in the reasonable opinion of the Chief Executive Officer of Riverview Bank or the Board will likely cause substantial financial harm or substantial injury to the reputation of the Bank, willfully engaging in actions that in the reasonable opinion of the Board will likely cause substantial financial harm or substantial injury to the business reputation of Riverview Bank, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than routine traffic violations or similar offenses) or finalcease-and-desist order, or material breach of any provision of the contract.

“Change in Control” means consummation by the Corporation or Riverview Bank, in a single transaction or series of related transactions, of any of the following:

In the event that the settlement of, or distribution of benefits under, an award is triggered solely by a Change in Control, then a Change in Control shall be defined as required under Code Section 409A, as in effect at the time of such transaction.

Effect of Termination of Employment. Unless otherwise provided by the Committee in the award agreement or except as set forth in an employment or severance agreement with the participant, awards held by a participant at termination of employment shall be treated as follows:

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Unless already defined in a written agreement with the Corporation or a subsidiary (in which case that definition will apply), “Disability” has the same meaning as Riverview Bank’s long-term disability plan; provide, however, if the award is subject to Internal Revenue Code Section 409A, “Disability” or “Disabled” shall mean that a participant: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering Employees.

Adjustment Provisions. If the Corporation’s common stock is changed into or exchanged for a different number or kind of shares or other securities of the Corporation on account of any recapitalization, reclassification, stock split, reverse split, spinoff, combination of shares, exchange of shares, extraordinary cash dividend, stock dividend or other distribution payable in capital stock, or other increase or decrease in such shares effected without receipt of consideration by the Corporation occurring after the effective date of the 2019 Plan, the aggregate number and kind of shares that may be issued under the Plan, and the number, kind and purchase price per share (if applicable) of shares subject to outstanding awards will be adjusted proportionately by the Committee, so that the proportionate interest of the grantee immediately following such event will, to the extent practicable, be the same as immediately before such event. In addition, the Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in, outstanding awards in recognition of unusual or nonrecurring events or in response to changes in applicable laws, regulations, or accounting principles.

In the event of any merger, consolidation, or other business reorganization, outstanding stock options will be converted into stock options to purchase voting common equity securities of the surviving entity with substantially the same terms, conditions and economic benefit; provided that the Committee may instead provide for the cash out of such options.

Amendment and Termination of the 2019 Plan. The Board may modify, amend, or terminate the 2019 Plan at any time except that, to the extent then required by applicable law, rule, or regulation, approval of the holders of a majority of shares of common stock represented in person or by proxy at a meeting of the shareholders will be required to materially increase the benefits to participants, increase the maximum number of shares of common stock that may be issued under the 2019 Plan or materially modify the requirements for participation in the 2019 Plan. No modification, amendment, or termination of the 2019 Plan shall adversely affect the rights of a participant under a grant previously made to the participant without the consent of such participant. The 2019 Plan will terminate on the ten year anniversary of its effective date unless terminated earlier by the Board.

Clawback. If the Corporation is required to prepare an accounting restatement due to the material noncompliance of the Corporation, as a result of misconduct, with any financial reporting requirement under the federal securities laws, and the automatic forfeiture provisions under Section 304 of the Sarbanes-Oxley Act of 2002 apply as a result, any participant who was an executive officer of the Corporation at the time of grant or at the time of restatement shall be subject to “clawback” as if such person was subject to Section 304 of the Sarbanes-Oxley Act of 2002.

New Plan Benefits and participants. Awards to participants under the 2019 Plan are indeterminable at this time because they are subject to the Board’s discretion. As a result, it is currently not possible to predict the number of shares of common stock that will be awarded or who will receive awards under the 2019 Plan after the Annual Meeting. Because the number of participants may change over time, and because the selection of participants is discretionary, it is not possible to determine the number of persons who will be eligible to receive awards under the 2019 Plan during its term. Historically, no awards have been granted under either the 2018 or the 2019 Plans.

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Federal Income Tax Consequences

The Federal income tax consequences arising with respect to awards under the 2019 Plan will depend on the type of award. The following provides only a general description of the application of federal income tax laws to awards granted under the 2019 Plan. This discussion is intended for the information of shareholders considering how to vote at the Annual Meeting and not as tax guidance to participants in the 2019 Plan, as the consequences may vary with the types of awards made, the identity of the recipients and the method of payment or settlement. The summary does not address the effects of other federal taxes or taxes imposed under state, local, or foreign tax laws.

A recipient may either receive an incentive stock option or anon-qualified stock option. An ISO (incentive stock option) is an option that is granted to an individual for any reason connected with his/her employment while also meeting certain statutory conditions and anon-qualified stock option is an option granted to employees that fails to meet any of the statutory conditions to be an ISO. The recipient of a stock option would not pay any tax at the time of grant. When an option is exercised on anynon-qualified stock options, any excess of the fair market value of the affected shares over the total option price of those shares would be treated for federal tax purposes as ordinary income and any profit or loss realized on the subsequent sale or exchange of any share actually received on exercise would be taxed at capital gains rates. When an option is exercised on an ISO, the recipient would not pay any tax at the time of exercise of the grant, but will generally be taxed at capital gains rates when the stock received on the exercise of the option is subsequently sold. If the fair market value on the date of exercise of the shares with respect to which thenon-qualified stock option was exercised exceeds the exercise price, Riverview would be entitled to deduct that amount. There is no deduction for Riverview upon the exercise of an ISO, but may claim a deduction if the employee sells the stock before the end of the required holding period.

With respect to Restricted Stock awards, the recipient would generally recognize ordinary income equal to the excess of the fair market value of the shares received (determined as of the date on which the shares become transferable or not subject to a substantial risk of forfeiture, whichever occurs first) over the amount, if any, paid for the shares. Riverview would be entitled to a tax deduction in the same amount. A recipient may elect to accelerate the recognition of ordinary income with respect to Restricted Stock awards to when the shares are granted. If an election is made to accelerate the recognition of ordinary income, the amount of ordinary income would be determined as of the accelerated tax date rather than as of the date when the applicable restriction expires. In such a case, Riverview’s tax deduction would be determined at the same time. Any subsequent gain or loss resulting from the sale or other disposition of such shares would be treated as a capital gain or loss.

A recipient normally would not realize taxable income upon the award of RSUs, but instead is taxed when the units vest. In that year, the recipient would recognize income equal to the fair market value of the shares of Riverview’s common stock received less the amount paid for the grant, if any, and Riverview would be entitled to a deduction in the same amount.

Performance Awards may be issued by Riverview as RSUs or Restricted Stock and will be taxed in accordance with the classification thereof as described in this Federal Income Tax Consequences section.

Vote Required for Approval. The affirmative vote of a majority of the shares present at the meeting in person or by proxy and entitled to vote is required to approve a resolution to effect the 2019 Plan as follows:

RESOLVED, that the shareholders hereby approve the Riverview Financial Corporation 2019 Equity Incentive Plan.

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The Board of Directors recommends that shareholders vote “FOR” approval and adoption of the Riverview Financial Corporation 2019 Equity Incentive Plan.

AUDIT COMMITTEE REPORT

The Audit Committee has:

The Audit Committeepre-approves all auditing and permittednon-auditing services, including the fees and terms thereof, to be performed by its independent auditor, subject to thede minimus exceptions fornon-auditing services permitted by the Exchange Act. However, these types of services are approved prior to completion of the services. The Audit Committeepre-approved all audit and permissiblenon-audit services provided by the independent auditors in 2018. These services may include audit services, audit related services, tax services and other services. The Audit Committeepre-approval process is generally provided for up to one year and anypre-approval is detailed as to the particular service or category of services and is subject to a specific budget. In addition, the Audit Committee may alsopre-approve particular services on acase-by-case basis. For each proposed service, the independent auditor is required to provide detailed backup documentation at the time of approval.

PROPOSAL 3: CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTANT;2:

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTACCOUNTING FIRM

On December 20, 2018, Riverview Financial Corporation, after review and recommendation of the Audit Committee of the Corporation’s Board of Directors, determined to appointappointed Crowe LLP (“Crowe”) as the Corporation’s new independent registered public accounting firm for and with respect to the year ending December 31, 2019, subject to completion by Crowe of its standard client acceptance procedures.2019. The Corporation will dismissdismissed Dixon Hughes Goodman LLC (“DHG”) from that role following the issuance of the Corporation’s audited financial statements and filing of its Annual Report on Form10-K for the year endingended December 31, 2018.

The report issued by DHG in connection with the audit of the Corporation for the yearsyear ended December 31, 2018 and 2017 did not contain an adverse opinion or disclaimer of opinion, nor was suchthis report qualified or modified as to uncertainty, audit scope, or accounting principles.

Furthermore, for the yearsyear ended December 31, 2018, and 2017, there were no disagreements with DHG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of DHG, would have caused DHG to make reference to the subject matter of the disagreements in its reports on the consolidated financial statements of the Corporation for such year. During the yearsyear ended December 31, 2018, and 2017, there were no “reportable events” as such term is defined within the meaning of Item 304(a)(1)(v) ofS-K.

Prior to engaging Crowe, the Corporation did not consult with Crowe regarding the application of accounting principles to a specific completed or contemplated transaction or regarding the type of audit opinions that might be rendered by Crowe on the Corporation’s financial statements, and Crowe did not provide any written or oral advice that was an important factor considered by the Corporation in reaching a decision as to any such accounting, auditing or financial reporting issue.

The Audit Committee has approved the engagement of Crowe for the year ending December 31, 2020, subject to the ratification of the Corporation’s shareholders.

The Board of Directors recommends that shareholders vote FORratification of the appointment of Crowe LLP as the Corporation’s independent auditorregistered public accounting firm for the fiscal year ending December 31, 2019.2020.

ADDITIONAL INFORMATION

The Corporation’s 2018 Annual Report on Form10-K for the year ended December 31, 2018 is being mailed with this proxy statement. Any shareholder may obtain a copy of Riverview Financial Corporation’s Annual Report for the year ended December 31, 2018,2019, without charge, by submitting a written request to Scott A. Seasock, Chief Financial Officer of Riverview Financial Corporation, 3901 North Front Street, Harrisburg Pennsylvania 17110. The Form10-K is also available on the Corporation’s website athttps://www.riverviewbankpa.com/ then clicking on theInvestor Relations link under Investor Relations.the “Annual Reports” heading.

OTHER MATTERS

As of the date of this proxy statement, the Board of Directors knows of no matters other than those discussed in this proxy statement that will be presented at the Annual Meeting. However, if any other matters are properly brought before the meeting, any proxy given pursuant to this solicitation will be voted in accordance with the recommendations of the Board of Directors and as permitted by applicable SEC rules.

anniversary of the Effective Date. In addition, any ISO granted under this Plan may be unilaterally modified by the Committee to disqualify such Stock Option from ISO treatment such that it shall become aNon-Qualified Option; provided, however, that any such modification shall be ineffective if it causes the Award to be subject to Code Section 409A (unless, as modified, the Award complies with Code Section 409A).

(b)     Restricted Stock Awards. A Restricted Stock Award means a grant of shares of Stock under Section 2.3 for no consideration or such minimum consideration as may be required by applicable law, either alone or in addition to other Awards granted under the Plan, subject to a vesting schedule or the satisfaction of market conditions or performance conditions.

(c)     Restricted Stock Units. A Restricted Stock Unit means a grant under Section 2.4 denominated in shares of Stock that is similar to a Restricted Stock Award except no shares of Stock are actually awarded on the date of grant of a Restricted Stock Unit. A Restricted Stock Unit is subject to a vesting schedule or the satisfaction of market conditions or performance conditions and shall be settled in shares of Stock, provided, however, that in the sole discretion of the Committee, determined at the time of settlement, a Restricted Stock Unit may be settled in cash based on the Fair Market Value of a share of the Company’s Stock multiplied by the number of Restricted Stock Units being settled.

(d)    Performance Awards. A Performance Award means an Award under Section 2.5 that is granted and will vest upon the achievement of one or more specified performance measures set forth in Section 2.5.

Section 2.2StockOptions.

(a)     Grant of Stock Options. Each Stock Option shall be evidenced by an Award Agreement that shall: (i) specify the number of Stock Options covered by the Award; (ii) specify the date of grant of the Stock Option; (iii) specify the vesting period or conditions to vesting; (iv) specify the Exercise Price; and (v) contain such other terms and conditions not inconsistent with the Plan, including the effect of termination of a Participant’s employment or Service with the Company as the Committee may, in its discretion, prescribe.

(b)     Terms and Conditions. A Stock Option shall be exercisable in accordance with such terms and conditions and during such periods as may be established by the Committee. In no event, however, shall a Stock Option expire later than ten (10) years after the date of its grant (or five (5) years with respect to ISOs granted to an Employee who is a 10% Shareholder). The “Exercise Price” of each Stock Option shall not be less than 100% of the Fair Market Value of a share of Stock on the date of grant (or, if greater, the par value of a share of Stock);provided, however,that the Exercise Price of an ISO shall not be less than 110% of Fair Market Value of a share of Stock on the date of grant if granted to a 10% Shareholder; provided further, that the Exercise Price may be higher or lower in the case of Stock Options granted or exchanged in replacement of existing Awards held by an Employee or Director of, or service provider to, an acquired entity.

(c)    Method of Exercise. Subject to the other terms and conditions hereof, a Participant may exercise any Stock Option, to the extent such Stock Option is vested, by giving written notice of exercise to the Company; provided, however, that in no event shall a Stock Option be exercisable for a fractional share. The date of exercise of a Stock Option shall be the later of: (i) the date on which the Company receives such written notice; and (ii) the date on which the Participant pays the applicable Exercise Price pursuant to this Section 2.2(c). The payment of the Exercise Price of a Stock Option shall be by cash or, subject to limitations imposed by applicable law, by such other means as the Committee may from time to time permit, including: (i) by tendering, either actually or constructively by attestation, shares of Stock valued at Fair Market Value as of the day of exercise; (ii) by irrevocably authorizing a third party, acceptable to the Committee, to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Stock Option and to remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise; (iii) by a net settlement of the Stock Option, using a portion of the shares obtained on exercise in payment of the Exercise Price of the Stock Option (and if applicable, any required tax withholding, to the extent permitted under the Plan); (iv) by personal, certified or cashier’s check; (v) by other property deemed acceptable by the Committee; or (vi) by any combination thereof. The total number of shares that may be acquired upon the exercise of a Stock Option shall be rounded down to the nearest whole share, withcash-in-lieu paid by the Company, at its discretion, for the value of any fractional share.

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(d)    Prohibition of CashBuy-Outs of Underwater Stock Options. Under no circumstances will any underwater Stock Options which were granted under the Plan be bought back by the Company without shareholder approval.

(e)    Dividends. No dividends or Dividend Equivalent Rights shall be paid with respect to any Stock Options.

Section 2.3Restricted Stock.

(a)     Grant of Restricted Stock. Each Restricted Stock Award shall be evidenced by an Award Agreement that shall: (i) specify the number of shares of Stock covered by the Restricted Stock Award; (ii) specify the date of grant of the Restricted Stock Award; (iii) specify the vesting period; and (iv) contain such other terms and conditions not inconsistent with the Plan, including the effect of termination of a Participant’s employment or Service with the Company as the Committee may, in its discretion, prescribe. All Restricted Stock Awards shall be in the form of issued and outstanding shares of Stock that, at the discretion of the Committee, shall be either: (x) registered in the name of the Participant and held by or on behalf of the Company, together with a stock power executed by the Participant in favor of the Company, pending the vesting or forfeiture of the Restricted Stock; or (y) registered in the name of, and delivered to, the Participant. In any event, the certificates evidencing the Restricted Stock Award shall at all times prior to the applicable vesting date bear the following legend or such other restrictive legend as the Committee, in its discretion, may specify:

The Stock evidenced hereby is subject to the terms of an Award Agreement with Riverview Financial Corporation dated [DATE], made pursuant to the terms of the Riverview Financial Corporation 2019 Equity Incentive Plan, as amended from time to time, copies of which are on file at the executive offices of Riverview Financial Corporation, and may not be sold, encumbered, hypothecated or otherwise transferred except in accordance with the terms of such Plan and Award Agreement.

Notwithstanding the foregoing, the Company may in its sole discretion issue Restricted Stock in any other approved format (e.g., electronically) in order to facilitate the paperless transfer of such Awards. In the event Restricted Stock is not issued in certificate form, the Company and the transfer agent shall maintain appropriate bookkeeping entries that evidence Participants’ ownership of such Awards. Restricted Stock that is not issued in certificate form shall be subject to the same terms and conditions of the Plan as certificated shares, including the restrictions on transferability and the provision of a stock power executed by the Participant in favor of the Company, until the satisfaction of the conditions to which the Restricted Stock Award is subject.

(b)    Terms and Conditions.Each Restricted Stock Award shall be subject to the following terms and conditions:

(i)    Dividends.No cash dividends or distributions declared with respect to shares of Stock subject to the Restricted Stock Award (including Performance Awards) shall be paid to any Participant unless and until the Participant vests in such underlying Restricted Stock Award. Upon the vesting of a Restricted Stock Award, any cash dividends or distributions declared but not paid during the vesting period with respect to such Restricted Stock Award shall be paid to the Participant within thirty (30) days following the vesting date. Any stock dividends declared on shares of Stock subject to a Restricted Stock Award shall be subject to the same restrictions and shall vest at the same time as the shares of Restricted Stock from which said dividends were derived. All unvested dividends shall be forfeited by the Participants to the extent their underlying Restricted Stock Awards are forfeited.

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(ii)    Voting Rights.Unless the Committee determines otherwise with respect to any Restricted Stock Award and specifies such determination in the relevant Award Agreement, a Participant shall have voting rights related to the unvested,non-forfeited Restricted Stock and such voting rights shall be exercised by the Participant in his or her discretion.

(iii)    Tender Offers and Merger Elections.Each Participant to whom a Restricted Stock Award is granted shall have the right to respond, or to direct the response, with respect to the related shares of Restricted Stock, to any tender offer, exchange offer, cash/stock merger consideration election or other offer made to, or elections made by, the holders of shares of Stock. Such a direction for any such shares of Restricted Stock shall be given by proxy or ballot (if the Participant is the beneficial owner of the shares of Restricted Stock for voting purposes) or by completing and filing, with the inspector of elections, the trustee or such other person who shall be independent of the Company as the Committee shall designate in the direction (if the Participant is not such a beneficial owner), a written direction in the form and manner prescribed by the Committee. If no such direction is given, then the shares of Restricted Stock shall not be tendered.

Section 2.4Restricted Stock Units.

(a)    Grant of Restricted Stock Unit Awards. Each Restricted Stock Unit shall be evidenced by an Award Agreement which shall: (i) specify the number of Restricted Stock Units covered by the Award; (ii) specify the date of grant of the Restricted Stock Units; (iii) specify the vesting period or market conditions or performance conditions that must be satisfied in order to vest in the Award; and (iv) contain such other terms and conditions not inconsistent with the Plan, including the effect of termination of a Participant’s employment or Services with the Company, as the Committee may, in its discretion, prescribe. Restricted Stock Unit Awards shall be paid in shares of Stock, or in the sole discretion of the Committee determined at the time of settlement, in cash or a combination of cash and shares of Stock.

(b)    Terms and Conditions. Each Restricted Stock Unit Award shall be subject to the following terms and conditions:

(i)     Type of Award. A Restricted Stock Unit Award shall be similar to a Restricted Stock Award except that no shares of Stock are actually awarded to the recipient on the date of grant. Each Restricted Stock Unit shall be evidenced by an Award Agreement that shall specify the Restriction Period (defined below), the number of Restricted Stock Units granted, and such other provisions, including the effect of termination of a Participant’s employment or Service with the Company, as the Committee shall determine. The Committee shall impose such other conditions and/or restrictions on any Restricted Stock Unit Award granted pursuant to the Plan as it may deem advisable, including, without limitation, a requirement that Participants pay a stipulated purchase price for each Restricted Stock Unit, time-based restrictions and vesting following the attainment of performance measures set forth in Section 2.5(a) hereof, restrictions under applicable laws or under the requirements of any Exchange or market upon which such shares may be listed, or holding requirements or sale restrictions placed by the Company upon vesting of such Restricted Stock Units. Restricted Stock Units may be granted as Performance Awards.

(ii)     Non-Transferable. Subject to the provisions of the Plan and the applicable Award Agreement, during the period, if any, set by the Committee, commencing with the date of such Restricted Stock Unit for which such Participant’s continued Service is required (the “Restriction Period”), and until the later of (A) the expiration of the Restriction Period and (B) the date the applicable performance measures (if any) are satisfied, the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber Restricted Stock Units.

(iii)     Voting Rights. A Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder.

(iv)    Dividends. No dividends shall be paid on Restricted Stock Units. In the sole

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discretion of the Committee, exercised at the time of grant, Dividend Equivalent Rights may be paid on Restricted Stock Units either at the time the Restricted Stock Unit vests or, if later, when the Restricted Stock Unit is settled, as set forth in the Award Agreement. If a Restricted Stock Unit is intended to be performance-based, payment of the Dividend Equivalent Rights to the Award recipient will be conditioned on the satisfaction of the performance criteria or any other vesting conditions. In such case, the Dividend Equivalent Right shall be paid at the same time as the shares subject to such Restricted Stock Unit are distributed to the Participant.

Section 2.5Performance Awards. The vesting of a Performance Award consisting of a Restricted Stock Award or a Restricted Stock Unit Award may be conditioned on the achievement of one or more objective performance measures set forth insub-section (a) below, as may be determined by the Committee. At the discretion of the Committee, the vesting of any Stock Option also may be subject to the achievement of one or more objective performance measures.

(a)    Performance Measures. The performance measures may be based on any one or more of the following:

(i)    book value or tangible book value per share;

(ii)    basic earnings per share;

(iii)    basic cash earnings per share;

(iv)    diluted earnings per share;

(v)    diluted cash earnings per share;

(vi)    return on equity;

(vii)    net income or net income before taxes;

(viii)    cash earnings;

(ix)    net interest income;

(x)    non-interest income;

(xi)    non-interest expense to average assets ratio;

(xii)    cash general and administrative expense to average assets ratio;

(xiii)    efficiency ratio;

(xiv)    cash efficiency ratio;

(xv)    return on average assets;

(xvi)    cash return on average assets;

(xvii)    return on average shareholders’ equity;

(xviii)    cash return on average shareholders’ equity;

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(xix)    return on average tangible shareholders’ equity;

(xx)    cash return on average tangible shareholders’ equity;

(xxi)    core earnings;

(xxii)    operating income;

(xxiii)    operating efficiency ratio;

(xxiv)    net interest rate margin or net interest rate spread;

(xxv)    growth in assets, loans, or deposits;

(xxvi)    loan production volume;

(xxvii)    non-performing loans;

(xxviii)    cash flow;

(xxix)     strategic business objectives, consisting of one or more objectives based upon meeting specified cost targets, business expansion goals, and goals relating to acquisitions or divestitures, or goals relating to capital raising and capital management;

(xxx)    any other measure determined by the Committee; or

(xxxi)     any combination of the foregoing.

Performance measures may be based on the performance of the Company as a whole or on any one or more Subsidiaries or business units of the Company or a Subsidiary and may be measured relative to a peer group, an index or a business plan and may be considered as absolute measures or changes in measures. The terms of an Award may provide that partial achievement of performance measures may result in partial payment or vesting of the award or that the achievement of the performance measures may be measured over more than one period or fiscal year. In establishing any performance measures, the Committee may provide for the exclusion of the effects of one or more items, including but not limited to: (i) extraordinary, unusual, and/or nonrecurring items of gain or loss; (ii) gains or losses on the disposition of a business; (iii) dividends declared on the Company’s stock; (iv) changes in tax or accounting principles, regulations or laws; or (v) expenses incurred in connection with a merger, branch acquisition or similar transaction.

(b)    Adjustments. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company or the manner in which the Company or its Subsidiaries conducts its business or other events or circumstances render current performance measures to be unsuitable, the Committee may modify such performance measures, in whole or in part, as the Committee deems appropriate. Notwithstanding anything to the contrary herein, performance measures relating to any Award hereunder will be modified, to the extent applicable, to reflect a change in the outstanding shares of Stock of the Company by reason of any stock dividend or stock split, or a corporate transaction, such as a merger of the Company into another corporation, or any partial or complete liquidation by the Company or a Subsidiary. If a Participant is promoted, demoted or transferred to a different business unit during a performance period, the Committee may determine that the selected performance measures or applicable performance period are no longer appropriate, in which case, the Committee, in its sole discretion, may: (i) adjust, change or eliminate the performance measures or change the applicable performance period; or (ii) cause to be made a cash payment to the Participant in an amount determined by the Committee.

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Section 2.6Vesting of Awards. The Committee shall specify the vesting schedule or conditions of each Award. Notwithstanding any other provision of the Plan to the contrary, Awards granted under the Plan shall vest no earlier than the first anniversary of the date on which the Award is granted; provided, that the following Awards shall not be subject to the foregoing minimum vesting requirement: any (i) substitute Awards granted in connection with awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction entered into by the Company or any of its Subsidiaries, (ii) Awards tonon-employee Directors that vest on the earlier of theone-year anniversary of the date of grant or the next annual meeting of shareholders which is at least 50 weeks after the immediately preceding year’s annual meeting, and (iii) any additional Awards the Committee may grant, up to a maximum of five percent (5%) of the available share reserve authorized for issuance under the Plan pursuant to Section 3.2 (subject to adjustment under Section 3.4); and, provided, further, that the foregoing restriction does not apply to the Committee’s discretion to provide for accelerated exercisability or vesting of any Award or acceleration in the event of death, Disability or an Involuntary Termination following a Change in Control in the terms of the Award Agreement or otherwise.

Section 2.7Deferred Compensation. If any Award would be considered “deferred compensation” as defined under Code Section 409A (“Deferred Compensation”), the Committee reserves the absolute right (including the right to delegate such right) to unilaterally amend the Plan or the Award Agreement, without the consent of the Participant, to maintain exemption from, or to comply with, Code Section 409A. Any amendment by the Committee to the Plan or an Award Agreement pursuant to this Section shall maintain, to the extent practicable, the original intent of the applicable provision without violating Code Section 409A. A Participant’s acceptance of any Award under the Plan constitutes acknowledgement and consent to such rights of the Committee, without further consideration or action. Any discretionary authority retained by the Committee pursuant to the terms of this Plan or pursuant to an Award Agreement shall not be applicable to an Award which is determined to constitute Deferred Compensation, if such discretionary authority would contravene Code Section 409A.

Section 2.8Prohibition Against Option Repricing. Except for adjustments pursuant to Section 3.4 or in connection with a Change in Control, and reductions of the Exercise Price approved by the Company’s shareholders, neither the Committee nor the Board shall have the right or authority to make any adjustment or amendment that reduces or would have the effect of reducing the Exercise Price of a Stock Option previously granted under the Plan, whether through amendment, cancellation (including cancellation in exchange for a cash payment in excess of the Stock Option’sin-the-money value or in exchange for Options or other Awards) or replacement grants, or other means.

Section 2.9.Effect of Termination of Service on Awards.The Committee shall establish the effect of a Termination of Service on the continuation of rights and benefits available under an Award and, in so doing, may make distinctions based upon, among other things, the cause of Termination of Service and type of Award. Unless otherwise specified by the Committee and set forth in an Award Agreement between the Company and the Participant or as set forth in an employment or severance agreement entered into by and between the Company and/or the Bank and an Employee, the following provisions shall apply to each Award granted under this Plan:

(a)    Upon a Participant’s Termination of Service for any reason other than due to Disability, death, or Termination of Service for Cause, Stock Options shall be exercisable only as to those shares that were immediately exercisable by such Participant at the date of termination, and Stock Options may be exercised only for a period of three (3) months following termination and any Restricted Stock Award and Restricted Stock Unit that has not vested as of the date of Termination of Service shall expire and be forfeited.

(b)    In the event of a Termination of Service for Cause, all Stock Options granted to a Participant that have not been exercised and all Restricted Stock Awards and Restricted Stock Units granted to a Participant that have not vested shall expire and be forfeited.

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(c)    Upon Termination of Service for reason of Disability, or death, all Stock Options shall be exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, and all Restricted Stock Awards and Restricted Stock Units shall vest as to all shares subject to an outstanding Award, whether or not otherwise immediately vested, at the date of Termination of Service. Stock Options may be exercised for a period of one year following Termination of Service due to death or Disability or the remaining unexpired terms of the Stock Option, if less,provided, however, that no Stock Option shall be eligible for treatment as an ISO in the event such Stock Option is exercised more than one year following Termination of Service due to Disability andprovided, further, in order to obtain ISO treatment for Stock Options exercised by heirs or devisees of an optionee, the optionee’s death must have occurred while employed or within three months of Termination of Service. In the event of Termination of Service due to Retirement, a Participant’s vested Stock Options shall be exercisable for one year following Termination of Service, provided that no Stock Option shall be eligible for treatment as an ISO in the event such Stock Option is exercised more than three months following Termination of Service due to Retirement and any Stock Option, Restricted Stock Award or Restricted Stock Unit that has not vested as of the date of Termination of Service shall expire and be forfeited.

(d)    Notwithstanding anything herein to the contrary, no Stock Option shall be exercisable beyond the last day of the original term of such Stock Option.

(e)    Notwithstanding the provisions of this Section 2.9, the effect of a Change in Control on the vesting/exercisability of Stock Options, Restricted Stock Awards and Restricted Stock Units is as set forth in Article 4.

ARTICLE 3 – SHARES SUBJECT TO PLAN

Section 3.1Available Shares. The shares of Stock with respect to which Awards may be made under the Plan shall be shares currently authorized but unissued, currently held or, to the extent permitted by applicable law, subsequently acquired by the Company, including shares purchased in the open market or in private transactions.

Section 3.2Share Limitations.

(a)    Share Reserve. Subject to the following provisions of this Section 3.2, the maximum number of shares of Stock that may be delivered to Participants and their beneficiaries under the Plan shall be equal to 1,140,000 shares of Stock (the “Share Limit”). Subject to Section 3.2(b), shares of Stock may be issued up to such Share Limit number pursuant to any type or types of Award; provided, however, that no more than 1,140,000shares of Stock may be delivered pursuant to the exercise of Stock Options that are granted as ISOs. The aggregate number of shares available for grant under this Plan and the number of shares of Stock subject to outstanding awards shall be subject to adjustment as provided in Section 3.4.

(b)    Computation of Shares Available.For purposes of this Section 3.2, the number of shares of Stock available for the grant of Awards shall be reduced by the number of shares of Stock previously granted under the Plan, subject to the following: (i) to the extent any shares of Stock covered by an Award (including Restricted Stock Awards and Restricted Stock Units) under the Plan are not delivered to a Participant or beneficiary for any reason, including because the Award is forfeited or canceled or because a Stock Option is not exercised, then such shares shall not be deemed to have been delivered for purposes of determining the maximum number of shares of Stock available for delivery under the Plan; (ii) shares of Stock issued pursuant to Restricted Stock Awards or Restricted Stock Units shall count against the Share Limit as two (2) shares of Stock for every one share of Stock issued in connection with the Award; and (iii) shares of Stock issued pursuant to the exercise of Stock Options shall count against the Share Limit as one share of Stock for every one share of Stock to which such exercise relates. To the extent: (i) a Stock Option is exercised by using an actual or constructive exchange of shares of Stock to pay the Exercise Price; or (ii) shares of Stock are withheld to satisfy withholding taxes upon exercise or vesting of an Award granted hereunder; or (iii) shares are withheld to satisfy the exercise price of Stock Options in a net settlement of Stock Options, then the number of shares of Stock available shall be reduced by the gross number of Stock Options exercised rather than by the net number of shares of Stock issued.

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Section 3.3Limitations on Grants to Employees; Awards to Directors.

(a)    Limitation on Grants to Employees.The maximum number of shares of Stock that may be granted to any one Employee pursuant to Section 3.2 (all of which may be granted during a single calendar year) shall not exceed 200,000 shares (all of which may be granted as Stock Options, Restricted Stock and/or Restricted Stock Units), provided, however, that such limitation shall be subject to adjustment as provided in Section 3.4.

(b)    Awards toNon-Employee Directors. The maximum number of shares of Stock that may be covered by Awards granted to anynon-employee Director during a single fiscal year shall be limited so that the value of the Awards does not exceed $50,000 in total value (calculating the value of any such Awards based on the grant date fair value for financial reporting purposes).

Section 3.4Corporate Transactions.

(a)    General.If the shares of Stock are changed into or exchanged for a different number of kind of shares or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse split, spinoff, combination of shares, exchange of shares, extraordinary cash dividend, stock dividend or other distribution payable in capital stock, or other increase or decrease in such shares effected without receipt of consideration by the Company occurring after the Effective Date, the number and kind of shares subject to the Share Limit and the number, kind and purchase price per share (if applicable) of shares subject to outstanding Awards shall be adjusted proportionately and accordingly by the Committee, so that the proportionate interest of the grantee immediately following such event shall, to the extent practicable, be the same as immediately before such event. Any such adjustment in outstanding Stock Options shall not change the aggregate purchase price payable with respect to shares that are subject to the unexercised portion of the Stock Option outstanding but shall include a corresponding proportionate adjustment in the purchase price per share. In addition, the Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in, outstanding Awards (including, without limitation, cancellation of Awards in exchange for thein-the-money value, if any, of the vested portion thereof, or substitution or exchange of Awards using stock of a successor or other entity) in recognition of unusual or nonrecurring events (including, without limitation, events described in the preceding sentence) affecting the Company or any parent or Subsidiary or the financial statements of the Company or any parent or Subsidiary, or in response to changes in applicable laws, regulations, or accounting principles.

(b)    Merger in which Company is Not Surviving Entity.In the event of any merger, consolidation, or other business reorganization (including, but not limited to, a Change in Control) in which the Company is not the surviving entity, unless otherwise determined by the Committee at any time at or after grant and prior to the consummation of such merger, consolidation or other business reorganization, any Stock Options granted under the Plan which remain outstanding shall be converted into Stock Options to purchase voting common equity securities of the business entity which survives such merger, consolidation or other business reorganization having substantially the same terms and conditions as the outstanding Stock Options under this Plan and reflecting the same economic benefit (as measured by the difference between the aggregate Exercise Price and the value exchanged for outstanding shares of Stock in such merger, consolidation or other business reorganization), all as determined by the Committee prior to the consummation of such merger; provided, however, that the Committee may, at any time prior to the consummation of such merger, consolidation or other business reorganization, direct that all, but not less than all, outstanding Stock Options be canceled as of the effective date of such merger, consolidation or other business reorganization in exchange for a cash payment per share of Stock equal to the excess (if any) of the value exchanged for an outstanding share of Stock in such merger, consolidation or other business reorganization over the Exercise Price of the Stock Option being canceled; provided, further, that in the event the Exercise Price of outstanding Stock Options exceed the value to be exchanged for an outstanding share of Stock (an “Underwater Stock Option”) in such merger, consolidation or other business reorganization, the Committee may, in its discretion, cancel and terminate such Underwater Stock Options without the consent of the holder of the Stock Option and without any payment to such holder.

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Section 3.5Delivery of Shares. Delivery of shares of Stock or other amounts under the Plan shall be subject to the following:

(a)    Compliance with Applicable Laws.Notwithstanding any other provision of the Plan, the Company shall have no obligation to deliver any shares of Stock or make any other distribution of benefits under the Plan unless such delivery or distribution complies with all applicable laws (including, any applicable requirements of the Securities Act), and the applicable requirements of any Exchange or similar entity.

(b)    Certificates.To the extent that the Plan provides for the issuance of shares of Stock, the issuance may be effected on anon-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any Exchange.

ARTICLE 4 – CHANGE IN CONTROL

Section 4.1Consequence of a Change in Control. Subject to Section 3.4(relating to the adjustment of shares), and except as otherwise provided in the Plan or as determined by the Committee and set forth in the terms of any Award Agreement or as set forth in an employment, change in control, or severance agreement entered into by and between the Company and/or the Bank and an Employee:

(a)    At the time of an Involuntary Termination at or following a Change in Control, all Stock Options then held by the Participant shall become fully earned and exercisable (subject to the expiration provisions otherwise applicable to the Stock Option). All Stock Options may be exercised for a period of one year following the Participant’s Involuntary Termination, provided, however, that no Stock Option shall be eligible for treatment as an ISO in the event such Stock Option is exercised more than three (3) months following such Involuntary Termination.

(b)    At the time of an Involuntary Termination at or following a Change in Control, all Awards of Restricted Stock described in Section 2.1(b) and Restricted Stock Units described in Section 2.1(c) shall become fully earned and vested immediately. Notwithstanding the above, any Awards, the vesting of which are based on satisfaction of performance-based conditions, will be vested as specified in subsection (c) hereof.

(c)    In the event of a Change in Control, any performance measure attached to a Performance Award under the Plan shall be deemed satisfied at the “target” level as of the date of the Change in Control, unless the data supports and the Committee certifies, that the performance measures have been achieved at a higher level than target as of the effective date of the Change in Control, in which case, the Performance Award will vest at such higher level.

Section 4.2Definition of Change in Control. For purposes of this Agreement, the term “Change in Control” shall mean the consummation by the Company or the Bank, in a single transaction or series of related transactions, of any of the following:

(a)    Merger: The Company or the Bank merges into or consolidates with another entity, or merges another bank or corporation into the Company or the Bank, and as a result, less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were shareholders of the Company or the Bank immediately before the merger or consolidation;

(b)    Acquisition of Significant Share Ownership: A person or persons acting in concert has or have become the beneficial owner of 50% or more of a class of the Company’s or the Bank’s Voting Securities; provided, however, this clause (b) shall not apply to beneficial ownership of the Company’s or the Bank’s voting shares held in a fiduciary capacity by an entity of which the Company directly or indirectly beneficially owns 50% or more of its outstanding Voting Securities;

(c)    Change in Board Composition: During any period of two consecutive years, individuals who constitute the Company’s or the Bank’s Board of Directors at the beginning of thetwo-year period cease

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for any reason to constitute at least a majority of the Company’s or the Bank’s Board of Directors; provided, however, that for purposes of this clause (c), each director who is first elected by the board (or first nominated by the board for election by the shareholders) by a vote of at leasttwo-thirds (2/3) of the directors who were directors at the beginning of thetwo-year period shall be deemed to have also been a director at the beginning of such period or who is appointed as a director as a result of a directive, supervisory agreement or order issued by the primary federal regulator of the Company or the Bank or by the Federal Deposit Insurance Corporation shall be deemed to have also been a director at the beginning of such period; or

(d)    Sale of Assets: The Company or the Bank sells to a third party all or substantially all of its assets.

Notwithstanding the foregoing, in the event that an Award constitutes Deferred Compensation, and the settlement of, or distribution of benefits under, such Award is to be triggered solely by a Change in Control, then with respect to such Award, a Change in Control shall be defined as required under Code Section 409A, as in effect at the time of such transaction.

ARTICLE 5 – COMMITTEE

Section 5.1Administration. The Plan shall be administered by the Disinterested Board Members. Any members of the Committee who do not qualify as Disinterested Board Members shall abstain from participating in any discussion or decision to make or administer Awards that are made to Participants who at the time of consideration for such Award are persons subject to the short-swing profit rules of Section 16 of the Exchange Act. The Board (or if necessary to maintain compliance with the applicable listing standards, those members of the Board who are “independent directors” under the corporate governance statutes or rules of any national Exchange on which the Company lists, has listed or seeks to list its securities) may, in their discretion, take any action and exercise any power, privilege or discretion conferred on the Committee under the Plan with the same force and effect under the Plan as if done or exercised by the Committee.

Section 5.2Powers of Committee. The administration of the Plan by the Committee shall be subject to the following:

(a)    The Committee will have the authority and discretion to select from among the Company’s and its Subsidiaries’ Employees and Directors who shall receive Awards, to determine the time or times of receipt, to determine the types of Awards and the number of shares covered by the Awards, to establish the terms, conditions, features (including automatic exercise in accordance with Section 7.18 hereof), performance criteria, restrictions (including without limitation, provisions relating tonon-competition,non-solicitation and confidentiality), and other provisions of such Awards (subject to the restrictions imposed by Article 6), to cancel or suspend Awards and to reduce, eliminate or accelerate any restrictions or vesting requirements applicable to an Award at any time after the grant of the Award or to extend the time period to exercise a Stock Option, provided that such extension is consistent with Code Section 409A. Notwithstanding the foregoing, the Committee will not have the authority or discretion to accelerate the vesting requirements applicable to an Award to avoid theone-year minimum vesting requirement pursuant to Section 2.6 (except to the extent permitted pursuant to Section 2.6 hereof).

(b)    The Committee will have the authority and discretion to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make all other determinations that may be necessary or advisable for the administration of the Plan.

(c)    The Committee will have the authority to define terms not otherwise defined herein.

(d)    Any interpretation of the Plan by the Committee and any decision made by it under the Plan is final and binding on all persons.

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(e)    In controlling and managing the operation and administration of the Plan, the Committee shall take action in a manner that conforms to the articles of incorporation and bylaws of the Company and applicable corporate law.

(f)    The Committee will have the authority to: (i) suspend a Participant’s right to exercise a Stock Option during a blackout period (or similar restricted period) or to exercise in a particular manner (i.e., such as a “cashless exercise” or “broker-assisted exercise”) to the extent that the Committee deems it necessary or in the best interests of the Company in order to comply with the securities laws and applicable regulations issued by the SEC (the “Blackout Period”); and (ii) to extend the period to exercise a Stock Option by a period of time equal to the Blackout Period, provided that such extension does not violate Section 409A of the Code, the Incentive Stock Option requirements or applicable laws and regulations.

Section 5.3Delegation by Committee. Except to the extent prohibited by applicable law, the applicable rules of an Exchange upon which the Company lists its shares or the Plan, or as necessary to comply with the exemptive provisions of Rule16b-3 promulgated under the Exchange Act, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members, including the Compensation Committee of the Board of Directors of the Company, and may delegate all or any part of its responsibilities and powers to any person or persons selected by it, including: (a) delegating to a committee of one or more members of the Board who are not“non-employee directors,” within the meaning of Rule16b-3, the authority to grant Awards under the Plan to eligible persons who are not then subject to Section 16 of the Exchange Act; or (b) delegating to a committee of one or more members of the Board who would be eligible to serve on the Compensation Committee of the Company pursuant to the listing requirements imposed by any national securities exchange on which the Company lists, has listed or seeks to list its securities, the authority to grant awards under the Plan. The acts of such delegates shall be treated hereunder as acts of the Committee and such delegates shall report regularly to the Committee regarding the delegated duties and responsibilities and any Awards so granted. Any such allocation or delegation may be revoked by the Committee at any time.