ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On March 15, 2022, 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 2,916.921197
Officer
David W. Cathell Executive Vice 1,282.834453
President/Treasurer & Chief
Financial Officer
Lynda L. Glass Executive Vice 1,365.302382
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, 2023, and the final one-third
(1/3) 100% vested as of January 1, 2024.
In addition, on March 15, 2022, 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 450
shares of restricted stock to each of the 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, 2023, and the final one-third (1/3) 100%
vested as of January 1, 2024.
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 Number Description
99.1 ACNB Bank Variable Compensation Plan effective January 1, 2014, as
amended. (Incorporated by reference to Exhibit 10.16 of the Registrant's
Annual Report on Form 10-K for the year ended December 31, 2021, filed
with the Commission on March 14, 2022.)
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 March 15, 2022.
99.4 Form of ACNB Bank Variable Compensation Plan Restricted Stock
Agreement for Non-Employee Directors dated as of March 15, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
© Edgar Online, source Glimpses