ENB FINANCIAL CORP Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
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 or her 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 or her employment for "good reason" (as defined
in the employment agreement) or in the event the executive's employment is
involuntarily terminated by the Corporation or Bank without cause and no "change
of control" (as defined in the employment agreement) has occurred, the executive
will receive an amount equal to the executive's remaining annual base salary
otherwise due and payable under the employment agreement. Such amount shall not
exceed 2.99 times the executive's annual base salary or be less than 2.00 times
executive's annual base salary, and continuation of all life, disability,
medical insurance, and other normal health and welfare benefits for up to two
(2) years, in the case of
Each employment agreement terminates automatically upon the executive's disability except that the executive shall nevertheless be entitled to receive amounts payable under any disability plan of the Bank.
If within two (2) years after a "change in control" (as defined in the
employment agreement) the executive experiences an involuntary separation
without cause, then the executive shall be entitled to receive a multiple (
In addition, if the payment to the executive in connection with his or her termination of employment would result in the imposition of an excise tax under Section 4999 of the Internal Revenue Code, such payments will be retroactively reduced to the extent necessary to avoid such excise tax. Further, if any portion of the amount payable under the employment agreement is determined to be non-deductible under Section 280G of the Internal Revenue Code, then the Corporation shall be required to only pay the amount determined to be deductible under Section 280G.
Upon termination of the employment agreement, the executive is subject to certain customary confidentiality and non-competition provisions. The confidentiality and non-competition provisions apply to an area as specified in each agreement and survive separation of service and termination of the agreement.
The description above is only a summary of the material terms of the employment agreements and is not intended to be a full description of the agreements. The employment agreements are attached hereto as Exhibits 10.1 through 10.4 and are incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit Description
Number
10.1 Employment Agreement by and among ENB Financial Corp , The Ephrata
National Bank and Chad E. Neiss dated as of October 28, 2022 .
10.2 Employment Agreement by and among ENB Financial Corp , The Ephrata
National Bank and Jeffrey S. Stauffer dated as of October 28,
2022 .
10.3 Employment Agreement by and among ENB Financial Corp , The Ephrata
National Bank and Matthew T. Long dated as of October 28, 2022 .
10.4 Employment Agreement by and among ENB Financial Corp , The Ephrata
National Bank and Rachel G. Bitner dated as of October 28, 2022 .
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