ACNB CORPORATION ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On
Amended and Restated Employment Agreements
The amended and restated employment agreements amend, restate and replace the
prior employment agreements of Messrs. Helt and Weber in their entirety. The
initial term of each employment agreement is three (3) years beginning on
The employment agreements provide that
Each employment agreement will automatically terminate for "cause" (as defined in the employment agreement) upon written notice from the Corporation to the executive or if the executive terminates his employment voluntarily without "good reason" (as defined in the employment agreement). If the employment agreement is terminated for cause or voluntarily without good reason, all of the executive's rights under the employment agreement cease as of the effective date of termination.
If the executive terminates his employment for "good reason" (as defined in the
employment agreement), the executive will receive a multiple (
Each employment agreement terminates automatically upon the executive's disability except that the executive shall nevertheless be entitled to receive an amount equal to seventy-five percent (75%) of his agreed compensation, less amounts payable under any disability plan of the Bank, until the earliest of (i) his return to employment, (ii) his attainment of age sixty-five (65), (iii) his death, or (iv) the end of the then existing employment period. In addition, the executive shall receive for such period a continuation of all life, disability, medical insurance, and other normal health and welfare benefits, or, if the Bank cannot provide such benefits because the executive is no longer an employee, the Bank shall reimburse the executive in an amount equal to the monthly premium paid by him to obtain substantially similar employee benefits which he enjoyed prior to termination subject to limitations set forth in the employment agreement.
If the executive's employment is terminated by the Corporation without cause or
he experiences an involuntary separation of service within two (2) years after a
"change in control" (as defined in the employment agreement) or he voluntarily
terminates employment for good reason within one (1) year after a change in
control, then the executive shall be entitled to receive a multiple (
Upon termination of the employment agreement, the executive is subject to certain customary confidentiality and non-competition provisions. Each employment agreement contains a clawback provision with respect to certain events or circumstances.
New Salary Continuation Agreements
Each new salary continuation agreement is intended to provide benefits to the
executive upon retirement, death, or in the event of a change in control (as
defined in the salary continuation agreement). Upon a separation of service from
the Bank at or after the normal retirement age of sixty-five (65) or following a
change in control, the Bank will be obligated to pay to the executive a fixed
cash amount for the greater of the executive's life or 180 months. If the
executive dies while in active service of the Bank, the Bank will pay to the
executive's beneficiary a fixed cash amount for 180 months. In the case of
If the executive separates from service before his normal retirement date for reasons other than death and a change in control has not occurred, the Bank will be obligated to pay to the executive a certain benefit determined under each salary continuation agreement based on the date of the separation of service for the greater of the executive's life or 180 months.
The salary continuation agreement requires the executive to comply with certain non-competition restrictions following a termination of employment as a condition to the continued receipt of benefits.
Amendments to Salary Continuation Agreements
The amendments to
The description above is only a summary of the material terms of the employment agreements and salary continuation agreements and is not intended to be a full description of the agreements. The employment agreements and salary continuation agreements are attached hereto as Exhibits 99.1 through 99.8 and are incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit Description
Number
99.1 Amended and Restated Employment Agreement by and among ACNB
Corporation , ACNB Bank and James P. Helt dated as of October 5,
2022 .
99.2 Amended and Restated Employment Agreement by and among ACNB
Corporation , ACNB Bank and Jason H. Weber dated as of October 5,
2022 .
99.3 Salary Continuation Agreement by and between ACNB Bank and James
P. Helt dated as of October 5, 2022 .
99.4 Salary Continuation Agreement by and between ACNB Bank and Jason
H. Weber dated as of October 5, 2022 .
99.5 First Amendment to ACNB Bank Salary Continuation Agreement by and
between ACNB Bank and James P. Helt dated as of October 5, 2022 .
99.6 Salary Continuation Agreement by and between ACNB Bank and James
P. Helt dated as of November 27, 2018 . (Incorporated by reference to
Exhibit 99.1 of the Registrant's Current Report on Form 8-K filed
with the Commission on November 28, 2018 .)
99.7 First Amendment to ACNB Bank Salary Continuation Agreement by and
between ACNB Bank and Jason H. Weber dated as of October 5, 2022 .
99.8 Salary Continuation Agreement by and between ACNB Bank and Jason
H. Weber dated as of January 31, 2022 .
104 Cover Page Interactive Data File (embedded within the Inline XBRL
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