ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers

On June 15, 2020, the Boards of Directors of ACNB Corporation (the "Corporation") and ACNB Bank (the "Bank"), upon the recommendation of the Compensation Committee of the Boards of Directors of the Corporation and the Bank, granted the Named Executive Officers of ACNB Corporation, all of whom are employed by ACNB Bank, awards of restricted stock ("Variable Equity Awards") pursuant to the ACNB Bank Variable Compensation Plan and the ACNB Corporation 2018 Omnibus Stock Incentive Plan (the "Plans"). The form of ACNB Bank Variable Compensation Plan Restricted Stock Agreement for employees (the "Employee Award Agreement") sets forth the material terms of a Variable Equity Award including the applicable time-based vesting terms, the treatment of unvested shares of restricted stock upon termination of employment, and the forfeiture restrictions in the event the recipient's employment with ACNB Bank is terminated.





                                                                Shares of
          Name                        Title              Restricted Stock Awarded
James P. Helt            President & Chief Executive                   1,857.3405
                         Officer
David W. Cathell         Executive Vice                                1,106.5007
                         President/Treasurer & Chief
                         Financial Officer
Lynda L. Glass           Executive Vice                                1,177.6329
                         President/Secretary & Chief
                         Governance Officer

Subject to earlier forfeiture or accelerated vesting under circumstances described in the Employee Award Agreement, one-third (1/3) of the recipient's Variable Equity Award shall be 100% vested as of the date of grant, with the next one-third (1/3) 100% vested as of January 1, 2021, and the final one-third (1/3) 100% vested as of January 1, 2022.

In addition, on June 15, 2020, the Boards of Directors of the Corporation and the Bank, upon the recommendation of the Compensation Committee of the Boards of Directors of the Corporation and the Bank, granted Variable Equity Awards of 500 shares of restricted stock to each of the eligible non-employee directors of the Corporation and the Bank pursuant to the Plans. The form of ACNB Bank Variable Compensation Plan Restricted Stock Agreement for non-employee directors (the "Director Award Agreement") sets forth the material terms of a Variable Equity Award including the applicable time-based vesting terms, the treatment of unvested shares of restricted stock upon termination of board service, and the forfeiture restrictions in the event of termination of board service. Subject to earlier forfeiture or accelerated vesting under circumstances described in the Director Award Agreement, one-third (1/3) of the recipient's Variable Equity Award shall be 100% vested as of the date of grant, with the next one-third (1/3) 100% vested as of January 1, 2021, and the final one-third (1/3) 100% vested as of January 1, 2022.

The Variable Equity Awards are subject to the terms of the Plans and the terms of each recipient's Employee Award Agreement or Director Award Agreement, as applicable. The ACNB Bank Variable Compensation Plan, the ACNB Corporation 2018 Omnibus Stock Incentive Plan, the form of Employee Award Agreement, and the form of Director Award Agreement are filed herewith as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively, and incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits






(d) Exhibits.



  Exhibit     Description
  Number

     99.1       ACNB Bank Variable Compensation Plan effective January 1, 2014, as
              amended. (Incorporated by reference to Exhibit 10.21 of the
              Registrant's Annual Report on Form 10-K for the year ended
              December 31, 2017, filed with the Commission on March 9, 2018.)

     99.2       ACNB Corporation 2018 Omnibus Stock Incentive Plan. (Incorporated
              by reference to Exhibit A of the Registrant's Proxy Statement on
              Schedule 14A, filed with the Commission on March 27, 2018.)

     99.3       Form of ACNB Bank Variable Compensation Plan Restricted Stock
              Agreement for Employees dated as of June 15, 2020.

     99.4       Form of ACNB Bank Variable Compensation Plan Restricted Stock
              Agreement for Non-Employee Directors dated as of June 15, 2020.

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