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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported):
November 1, 2023
ACNB Corporation
(Exact name of Registrant as specified in
its charter)
Pennsylvania |
|
1-35015 |
|
23-2233457 |
(State or other
jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
16
Lincoln Square, Gettysburg,
PA |
|
17325 |
(Address of principal executive offices) |
|
(Zip Code) |
717.334.3161
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction
A.2. below):
| ¨ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the Registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging
growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
Title Of Each Class |
Trading Symbol(s) |
Name Of Each Exchange On Which Registered |
Common Stock, $2.50 par value per share |
ACNB |
The NASDAQ Stock Market, LLC |
CURRENT REPORT ON FORM 8-K
| ITEM 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers |
Amendment to the 2014 Executive Supplemental Life Insurance
Plan
Effective November 1, 2023, the Board of Directors of
ACNB Bank (“Bank”), the wholly-owned subsidiary of ACNB Corporation (the “Corporation”), approved a First Amendment
(“Amendment”) to the Amended and Restated Executive Supplemental Life Insurance Plan dated December 31, 2014 (the “2014
Plan”). This Amendment enhances benefits payable under the 2014 Plan to the designated beneficiaries of the participants through
a change in the formula that determines the benefit amount and the utilization of current life insurance policies and/or purchase of additional
life insurance policies. Subject to the terms and conditions of the 2014 Plan, the Amendment increases the maximum benefit amount payable
to the beneficiary of the participant to two times the participant’s Base Annual Salary (as defined in the Plan). The Bank continues
to own the cash values of the individual permanent life insurance policies, and is the beneficiary of the death benefits in excess of
each participant’s vested death benefit amount. Among the participants to the 2014 Plan that are affected by this Amendment are
James P. Helt, President & CEO of the Bank and the Corporation, and Douglas A. Seibel, EVP/Chief Lending & Revenue Officer
of the Bank, both of whom are Named Executive Officers of the Corporation (the “Executives”). Subject to satisfying the 2014
Plan’s vesting and other requirements, the Executives would have the following life insurance benefits as currently provided under
the Amendment: Mr. Helt - $1,092,000; and Mr. Seibel - $597,400. All other material terms of the 2014 Plan remain unaffected
by the Amendment.
2023 Executive Supplemental Life Insurance Plan
In addition, also effective November 1, 2023, the Board
of Directors of the Bank approved the 2023 Executive Supplemental Life Insurance Plan (“2023 ESLIP”). The purpose of the 2023
ESLIP is to attract, retain and reward employees by dividing the death proceeds of certain life insurance policies which are owned by
the Bank on the lives of the participating employees with the designated beneficiary of each insured participating employee. Subject to
the terms and conditions of the 2023 ESLIP, the maximum benefit amount payable to the beneficiary of the participant is equal to two times
the participant’s Base Annual Salary (as defined in the 2023 ESLIP). The Bank owns the cash values of the individual permanent life
insurance policies, and is the beneficiary of the death benefits in excess of each participant’s vested death benefit amount. Subject
to acceleration of vesting due to certain events, benefits under the 2023 ESLIP vest over a period of five (5) years, and the 2023
ESLIP contains other customary terms governing limitations and requirements under the plan. Among the participants to the 2023 ESLIP are
Jason H. Weber, EVP/Chief Financial Officer of ACNB Corporation and the Bank. Subject to satisfying the 2023 ESLIP's vesting and other
requirements, Mr. Weber would have $655,200 in life insurance benefits as currently provided under the plan.
The foregoing descriptions of the 2014 Plan, Amendment and
2023 ESLIP do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, which are
attached as Exhibits 99.1 through 99.3, and are incorporated herein by reference.
| ITEM 9.01 | Financial
Statements and Exhibits |
(d) Exhibits.
| Exhibit Number | Description |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned,
thereunto duly authorized.
| | ACNB CORPORATION |
| | (Registrant) |
| | |
Dated:
November 3, 2023 | | /s/
Kevin J. Hayes |
| | Kevin
J. Hayes |
| | Senior
Vice President/General Counsel, Secretary & Chief Governance
Officer |
Exhibit 99.2
FIRST AMENDMENT TO THE
ACNB BANK AMENDED AND RESTATED
EXECUTIVE SUPPLEMENTAL LIFE INSURANCE PLAN
Insured/Participant Name: | | |
|
This First Amendment to the Amended and Restated
Executive Supplemental Life Insurance Plan is hereby made effective as of the 1st day of November, 2023, by ACNB Bank.
WHEREAS, ACNB Bank previously implemented
the Amended and Restated Executive Supplemental Life Insurance Plan (the “Plan”) dated as of and effective December 31,
2014; and,
WHEREAS, in accordance with Article 8
of the Plan document, the Company desires to amend the Plan document and the Split Dollar Policy Endorsement, provided as Exhibit B
of the Plan, to enhance benefits payable to the Participant through a change in the formula that determines the benefit amount and the
utilization of current life insurance Policies and/or purchase of additional life insurance Policies.
NOW, THEREFORE, this Amendment is hereby adopted as follows:
Section 3.1 of the Plan is hereby deleted in its entirety and
replaced with the following:
3.1 Participant's Interest.
Unless or until the Participant's rights under the Plan shall terminate as provided in Section 2.3, with respect to the Policy(ies),
the Participant shall have the right to designate the beneficiary of the death benefit amounts set forth in the Participant's individual
Split Dollar Policy Endorsement.
Insurer(s) and
Policy Number(s) applicable to Exhibit B, Split Dollar Policy Endorsement,
include:
Insurer/Policy Number:
Insurer/Policy Number:
Paragraph 1 of
Exhibit B, Split Dollar Policy Endorsement, is hereby deleted in its entirety
and replaced with the following:
| 1. | Subject to the ACNB Bank Amended and Restated Executive Supplemental
Life Insurance Plan, the terms and conditions of which are incorporated by reference herein, the beneficiary designated by the Insured,
or his or her transferee, shall be the beneficiary, subject to the attached vesting schedule, of an amount equal to Two (2) Times
the Participant's Base Annual Salary. Furthermore, the death proceeds due to the Insured's designated beneficiary shall never exceed
the Net Death Proceeds under the Policy or Policies covering the Insured's life as of the Insured's date of death. For purposes of this
Plan, Net Death Proceeds means, as of any date, the difference between the cash surrender value of the Policy or Policies, which is the
Bank's equity or carry value of the Policy or Policies, and the total death proceeds payable under the Policy upon the death of the Insured. |
In all other respects, the Plan and related Exhibits are ratified and
confirmed.
IN WITNESS WHEREOF, this Amendment is adopted and made effective as
of the date first written above.
COMPANY: |
|
Attest: |
|
|
|
ACNB Bank |
|
|
|
|
|
|
|
|
James P. Helt |
|
Emily
E. Berwager |
President & CEO |
|
SVP/Human
Resources Manager |
Exhibit 99.3
ACNB BANK
2023 EXECUTIVE SUPPLEMENTAL LIFE INSURANCE PLAN
EFFECTIVE NOVEMBER 1, 2023
Pursuant to due authorization by its Board of
Directors, the undersigned, ACNB BANK (the "Bank"), located in Gettysburg, PA, adopted the following 2023 EXECUTIVE
SUPPLEMENTAL LIFE INSURANCE PLAN (the "Plan") as of the 1st day of November, 2023.
The purpose of this Plan is
to attract, retain and reward Employees by dividing the death proceeds of certain life insurance policies which are owned by the Bank
on the lives of the participating Employees with the designated beneficiary of each insured participating Employee. The Bank will pay
the life insurance premiums due under this Plan from its general assets.
ARTICLE 1
DEFINITIONS
Whenever used in this Plan, the following terms shall have
the meanings specified:
Bank's Interest means the benefit set forth in Section 3.1.
Base Annual Salary means
the Executive's annual base salary, which excludes bonus, incentive compensation and benefits, while the participant is actively employed
by the Bank or as of the date of the Termination of Employment in the event the participant has a vested post-separation benefit under
this Plan.
Beneficiary means each
designated person, or the estate of a deceased Participant, entitled to benefits, if any, upon the death of a Participant.
Board means the Board of Directors of the Bank as
from time to time constituted. Code means the Internal Revenue Code of 1986, as amended.
Change in Control means
the occurrence, through sale, exchange, merger, redemption or otherwise of a (i) change in ownership as defined in Treasury Regulation
§1.409A-3(i)(5)(v), (ii) change in effective control as defined in Treasury Regulation §1.409A-3(i)(5)(vi), or (iii) change
in the ownership of a substantial portion of the assets of the Bank as defined in Treasury Regulation §1.409A-3(i)(5)(vii) as
currently in effect and as may hereafter from time to time be amended.
Disability shall mean
the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months
or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can
be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of
not less than three (3) months under an accident, long-term disability and/or health plan covering employees of the Employer. Determination
of such disability shall be made by the provider of such accident, long-term disability and/or health plan covering said Participant or
by the Social Security Administration. Upon the request of Employer, Participant must submit proof to Employer of the provider's determination
or Social Security Administration's determination of disability.
Effective Date means the date the Plan is adopted
by the Board.
Election Form means
the form required by the Plan Administrator of an eligible Employee to indicate acceptance of participation in this Plan.
Employee means an active employee of the Bank.
Employer means ACNB Bank.
Endorsement and Beneficiary
Designation Form(s) means the form or forms established from time to time by the Plan Administrator that a Participant completes,
signs and returns to the Plan Administrator to record the endorsement of the Participant's Interest designating one (1) or more Beneficiaries.
Insured means an individual Participant whose life
is insured.
Insurer means an insurance
company or companies issuing a Policy or Policies on the life of an Insured.
Participant means an
Employee (i) who is selected to participate in the Plan, (ii) who elects to participate in the Plan, (iii) who signs an
Election Form and an Endorsement and Beneficiary Designation Form, (iv) whose signed Election Form and Endorsement and
Beneficiary Designation Form are accepted by the Plan Administrator, (v) who commences participation in the Plan, and (vi) whose
participation has not terminated.
Participant's Interest means the benefit set forth
in Section 3.2.
Plan Administrator means the plan administrator described
in Article 11.
Policy or Policies
means the individual life insurance policy or policies adopted by the Plan Administrator for purposes of insuring a Participant's
life under this Plan.
Separation from Service
means the termination of a Participant's employment with the Bank for reasons other than death. Whether a Separation from Service
takes place is determined in accordance with the requirements of Code Section 409A based on the facts and circumstances surrounding
the termination of the Participant's employment and whether the Bank and the Participant intended for the Participant to provide significant
services for the Bank following such termination. The Participant's employment relationship will be treated as continuing intact while
the Participant is on military leave, sick leave, or other bona fide leave of absence if the period of such leave of absence does not
exceed six (6) months, or if longer, so long as the Participant's right to reemployment with the Bank is provided either by statute
or by contract. If the period of leave exceeds six (6) months and there is no right to reemployment, a Separation from Service will
be deemed to have occurred as of the first date immediately following such six (6) month period.
Termination for Cause means
that the Bank has terminated the Participant's employment for any of the following reasons:
| - | Gross negligence or gross neglect of duties; |
| - | Commission of a felony or a gross misdemeanor involving moral turpitude; or, |
| - | Fraud, disloyalty, or willful violation of any law or significant Bank policy committed in connection with the Participant's employment. |
Years in the Plan means each completed
period of twelve (12) months of time during which the Participant is an active Participant in the Plan and meets the definition of Participant
as defined above. A Participant's participation in the Plan, for purposes of calculating Years in the Plan for vesting purposes, shall
be deemed to commence upon the earlier of: the date that the Participant signs an Election Form and an Endorsement and Beneficiary
Designation Form that is accepted by the Plan Administrator; or ii) the date the insurance Policy on the Participant's life was originally
issued, even if the date the insurance Policy was originally issued predates the date this Plan was adopted.
ARTICLE 2
PARTICIPATION
2.1 Selection
by Plan Administrator. Participation in the Plan shall be limited to those Employees of the Bank selected by the Plan Administrator, in its sole discretion, to participate in the Plan.
2.2 Enrollment
Requirements. As a condition to participation, each selected Employee shall complete, execute and return to the Plan
Administrator (i) an Election Form and (ii) an Endorsement and Beneficiary Designation Form(s). In addition, the Plan
Administrator shall establish from time to time such other enrollment requirements as it determines in its sole discretion are
necessary.
2.3 Eligibility;
Commencement of Participation. Provided an Employee selected to participate in the Plan has met all enrollment requirements
set forth in this Plan and required by the Plan Administrator, and provided that the Policy or Policies on such Employee have been
issued by the Insurer(s), that Employee will become a Participant, be covered by the Plan, and will be eligible to receive benefits
at the time and in the manner provided hereunder, subject to the provisions of the Plan. A Participant's participation is limited
only to issued Policies where the Participant is the Insured.
2.4 Termination
of Participation. A Participant's rights under this Plan shall automatically cease and his or her participation in this Plan
shall automatically terminate (i) upon the Participant's Separation from Service, other than by reason of death, prior to
acquiring a vested death benefit as provided in the Participant's Election Form, (ii) upon the Participant's Termination for
Cause, or (iii) as otherwise provided in Articles 5 or 10. In the event that the Bank decides to maintain any Policy after the
Participant's termination of participation in the Plan, the Bank shall be the direct beneficiary of the entire death proceeds of the
Policy.
ARTICLE 3
POLICY OWNERSHIP/INTERESTS
3.1 Bank's
Interest. The Bank shall own the Policies and shall have the right to exercise all incidents of ownership. The Bank shall be
the beneficiary of the remaining death proceeds of the Policies after the Participant's Interest is determined according to
Section 3.2.
3.2 Participant's
Interest. The Participant, or the Participant's assignee, shall have the right to designate the Beneficiary of an amount of
death proceeds as specified in each Participant's Election Form and Endorsement and Beneficiary Designation Form. The
Participant shall also have the right to elect and change settlement options with respect to the Participant's Interest by providing
written notice to the Bank.
ARTICLE 4
PREMIUMS AND IMPUTED INCOME
4.1 Premium
Payment. The Bank shall pay all premiums due on all Policies.
4.2 Economic
Benefit. The Plan Administrator shall determine the economic benefit attributable to any Participant based on the minimum amount
required to be imputed under applicable IRS regulations or any subsequent applicable authority.
4.3 Imputed
Income. The Bank shall impute the economic benefit to the Participant on an annual basis, by adding the economic benefit to
the Participant's Form W-2, or if applicable, Form 1099.
ARTICLE 5
GENERAL LIMITATIONS
5.1 Suicide
or Misstatement. No benefits shall be payable if the Participant commits suicide within two (2) years after the date of
this Plan or the purchase of a new policy, or if the Insurer denies coverage (i) for material misstatements of fact made by the
Participant on any application for life insurance purchased by the Bank, or (ii) for any other reason; provided, however that
the Bank shall evaluate the reason for the denial and, upon advice of legal counsel and in its sole discretion, consider judicially
challenging any denial.
ARTICLE 6
BENEFICIARIES
6.1 Beneficiary. Each
Participant shall have the right, at any time, to designate a Beneficiary to receive any benefits payable under the Plan upon the
death of the Participant. The Beneficiary designated under this Plan may be the same as or different from the beneficiary designated
under any other plan of the Bank in which the Participant participates.
6.2 Beneficiary
Designation; Change. A Participant shall designate a Beneficiary by completing and signing the Beneficiary Designation Form,
and delivering it to the Plan Administrator or its designated agent. The Participant's Beneficiary designation shall be deemed
automatically revoked if the Beneficiary predeceases the Participant or if the Participant names a spouse as Beneficiary and the
marriage is subsequently dissolved. A Participant shall have the right to change a Beneficiary by completing, signing and otherwise
complying with the terms of the Beneficiary Designation Form and the Plan Administrator's rules and procedures, as in
effect from time to time. Upon the acceptance by the Plan Administrator of a new Beneficiary Designation Form, all Beneficiary
designations previously filed shall be cancelled. The Plan Administrator shall be entitled to rely on the last Beneficiary
Designation Form filed by the Participant and accepted by the Plan Administrator prior to the Participant's death.
6.3 Acknowledgment. No
designation or change in designation of a Beneficiary shall be effective until received, accepted and acknowledged in writing by the
Plan Administrator or its designated agent.
6.4 No
Beneficiary Designation. If the Participant dies without a valid designation of Beneficiary, or if all designated
Beneficiaries predecease the Participant, then the Participant's surviving spouse shall be the designated Beneficiary. If the
Participant has no surviving spouse, the benefits shall be made payable to the personal representative of the Participant's
estate.
6.5 Facility
of Payment. If the Plan Administrator determines in its discretion that a benefit is to be paid to a minor, to a person
declared incompetent, or to a person incapable of handling the disposition of that person's property, the Plan Administrator may
direct payment of such benefit to the guardian, legal representative, or person having the care or custody of such minor,
incompetent person or incapable person. The Plan Administrator may require proof of incompetence, minority or guardianship as it may
deem appropriate prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of the
Participant and the Participant's Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan
for such payment amount.
ARTICLE 7
ASSIGNMENT
Any Participant may assign
without consideration all of such Participant's Interest in this Plan to any person, entity or trust. In the event a Participant shall
transfer all of such Participant's Interest, then all of that Participant's Interest in this Plan shall be vested in his or her transferee,
subject to such transferee executing agreements binding them to the provisions of this Plan, who shall be substituted as a party hereunder,
and that Participant shall have no further interest in this Plan.
ARTICLE 8
INSURER
The Insurer shall be bound
only by the terms of its given Policy. The Insurer shall not be bound by or deemed to have notice of the provisions of this Plan. The
Insurer shall have the right to rely on the Plan Administrator's representations with regard to any definitions, interpretations, or Policy
interests as specified under this Plan.
ARTICLE 9
CLAIMS AND REVIEW PROCEDURE
9.1 Claims
Procedure. A Participant or Beneficiary ("claimant") who has not received benefits under the Plan that he or she believes
should be paid shall make a claim for such benefits as follows:
9.1.1 Initiation
- Written Claim. The claimant initiates a claim by submitting to the Plan Administrator a written claim for the benefits. If such
a claim relates to the contents of a notice received by the claimant, the claim must be made within sixty (60) days after such notice
was received by the claimant. All other claims must be made within one hundred eighty (180) days of the date on which the event that caused
the claim to arise occurred. The claim must state with particularity the determination desired by the claimant.
9.1.2 Timing
of Plan Administrator Response. The Plan Administrator shall respond to such claimant within ninety (90) days after receiving
the claim. If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan
Administrator can extend the response period by an additional ninety (90) days by notifying the claimant in writing, prior to the end
of the initial ninety (90)-day period, that an additional period is required. The notice of extension must set forth the special circumstances
and the date by which the Plan Administrator expects to render its decision.
9.1.3 Notice
of Decision. If the Plan Administrator denies part or all of the claim, the Plan Administrator shall notify the claimant in
writing of such denial. The Plan Administrator shall write the notification in a manner calculated to be understood by the claimant.
The notification shall set forth:
(a) The
specific reasons for the denial;
(b) A
reference to the specific provisions of the Plan on which the denial is based;
(c) A
description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is
needed;
(d) An
explanation of the Plan's review procedures and the time limits applicable to such procedures; and,
(e) A
statement of the claimant's right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination
on review.
9.2 Review
Procedure. If the Plan Administrator denies part or all of the claim, the claimant shall have the opportunity for a full and fair
review by the Plan Administrator of the denial, as follows:
9.2.1 Initiation
- Written Request. To initiate the review, the claimant, within sixty (60) days after receiving the Plan Administrator's notice
of denial, must file with the Plan Administrator a written request for review.
9.2.2 Additional
Submissions - Information Access. The claimant shall then have the opportunity to submit written comments, documents, records
and other information relating to the claim. The Plan Administrator shall also provide the claimant, upon request and free of charge,
reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations)
to the claimant's claim for benefits.
9.2.3 Considerations
on Review. In considering the review, the Plan Administrator shall take into account all materials and information the claimant
submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.
9.2.4 Timing
of Plan Administrator's Response. The Plan Administrator shall respond in writing to such claimant within sixty (60) days after
receiving the request for review. If the Plan Administrator determines that special circumstances require additional time for processing
the claim, the Plan Administrator can extend the response period by an additional sixty (60) days by notifying the claimant in writing,
prior to the end of the initial sixty (60)-day period, that an additional period is required. The notice of extension must set forth the
special circumstances and the date by which the Plan Administrator expects to render its decision.
9.2.5 Notice
of Decision. The Plan Administrator shall notify the claimant in writing of its decision on the review. The Plan Administrator
shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:
(a) The
specific reasons for the denial;
(b) A
reference to the specific provisions of the Plan on which the denial is based;
(c) A
statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents,
records and other information relevant (as defined in applicable ERISA regulations) to the claimant's claim for benefits; and,
(d) A
statement of the claimant's right to bring a civil action under ERISA Section 502(a).
ARTICLE 10
AMENDMENTS AND TERMINATION
Except as otherwise provided
herein, the Bank may amend or terminate the Plan, or may amend or terminate a Participant's rights under the Plan, only by a written agreement
between the Bank and the Participant. In the event that the Bank decides to maintain the Policy after the Participant's termination of
participation in the Plan, the Bank shall be the direct beneficiary of the entire death proceeds of the Policy.
ARTICLE 11
ADMINISTRATION
11.1 Plan
Administrator Duties. This Plan shall be administered by the Bank as the Plan Administrator, in consultation with and approval
by the Board, or such committee or persons as the Board may choose, as deemed necessary and appropriate. The Plan Administrator shall
have the discretion and authority to (i) make, amend, interpret and enforce all appropriate rules and regulations for the administration
of this Plan and (ii) decide or resolve any and all questions including interpretations of this Plan, as may arise in connection
with the Plan.
11.2 Agents.
In the administration of this Plan, the Plan Administrator may employ agents and delegate to them such administrative duties as it sees
fit (including acting through a duly appointed representative), and may from time to time consult with counsel who may be counsel to the
Bank.
ARTICLE 12
MISCELLANEOUS
12.1 Binding
Effect. This Plan shall bind each Participant and the Bank, their beneficiaries, survivors, executors, administrators and
transferees and any Beneficiary.
12.2 No Guarantee of
Employment. This Plan is not an employment policy or contract. It does not give a Participant the right to remain an Employee
of the Bank, nor does it interfere with the Bank's right to discharge a Participant. It also does not require a Participant to remain
an Employee, nor interfere with a Participant's right to terminate employment at any time.
12.3 Applicable Law.
The Plan and all rights hereunder shall be governed by and construed according to the laws of the Commonwealth of Pennsylvania, except
to the extent preempted by federal law.
12.4 Reorganization.
The Bank shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets
to another company, firm or person unless such succeeding or continuing company, firm or person agrees to assume and discharge the obligations
of the Bank under this Plan. Upon the occurrence of such event, the term "Bank" as used in this Plan shall be deemed to refer
to the successor or survivor company.
12.5 Notice. Any notice
or filing required or permitted to be given to the Plan Administrator under this Plan shall be sufficient if in writing and hand-delivered,
or sent by registered or certified mail, to the Bank's Human Resources Manager. Such notice shall be deemed given as of the date of delivery
or, if delivery is made by mail, as of the date shown on the postmark or the receipt for registration or certification. Any notice or
filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing and hand-delivered, or sent
by mail, to the last known address of the Participant.
12.6 Entire Agreement.
This Plan, along with a Participant's Election Form and Endorsement and Beneficiary Designation Form and any agreement
in writing between the Bank and any Participant, constitute the entire agreement between the Bank and the Participant as to the subject
matter hereof. No rights are granted to the Participant under this Plan other than those specifically set forth herein.
IN WITNESS WHEREOF, the
Bank, acting through its authorized officer, has adopted this Plan.
ATTEST: | | ACNB
BANK |
| | |
| | |
| | By: |
|
Emily
E. Berwager | | |
James P. Helt |
| | |
President & Chief Executive Officer |
ACNB BANK
2023 EXECUTIVE SUPPLEMENTAL LIFE INSURANCE PLAN
PARTICIPANT ELECTION FORM
I, _____________________________ , an Employee designated as set
forth in Article 2 of the ACNB Bank 2023 Executive Supplemental Life Insurance Plan, hereby elect to become a Participant of
this Plan according to Article 2 of the Plan.
Additionally, I acknowledge that I have read
the Plan document and understand that commencement of participation is contingent on issuance of an insurance policy or policies applied
for by the Bank on my life which names the Bank as beneficiary. I further agree to be bound by the terms of the Plan.
Further, I understand that if I experience
a Separation from Service with the Bank for reasons other than Termination for Cause, prior to attainment of five (5) years as an
active Participant in the Plan* at the Bank, my benefit stated under Paragraph 1 of the Split Dollar Policy Endorsement and Beneficiary
Designation Form will be subject to the following vesting schedule:
End of Participant's Year 1 in the Plan
End of Participant's Year 2 in the Plan
End of Participant's Year 3 in the Plan
End of Participant's Year 4 in the Plan
End of Participant's Year 5 in the Plan |
20% Vested in Benefit
40% Vested in Benefit
60% Vested in Benefit
80% Vested in Benefit
100% Vested in Benefit |
*A Participant's participation in the Plan, for
purposes of calculating Years in the Plan for vesting purposes, shall be deemed to commence upon the earlier of: i) the date that the
Participant signs an Election Form and an Endorsement and Beneficiary Designation Form that is accepted by the Plan Administrator;
or ii) the date the insurance Policy on the Participant's life was originally issued, even if the date the insurance Policy was originally
issued predates the date the Plan was adopted.
Upon a Separation from Service due to death or
Disability or Change in Control, the Participant's vested percentage will be 100%.
Executed this day of , 2023.
Acknowledged by ACNB Bank as the Plan Administrator this
_________ day of _________________ , 2023.
ACNB BANK
2023 EXECUTIVE SUPPLEMENTAL LIFE INSURANCE PLAN
SPLIT DOLLAR POLICY ENDORSEMENT
AND BENEFICIARY DESIGNATION FORM
Participant: |
|
|
|
|
Massachusetts Mutual Life Insurance Company
Protective Life Insurance Company |
Policy #
Policy # |
Supplementing and amending the application of
ACNB Bank to Massachusetts Mutual Life Insurance Company and Protective Life Insurance Company (Insurer) with respect to the Policy(ies)
identified above, the applicant requests and directs that:
BENEFICIARIES
1. Subject
to the ACNB Bank 2023 Executive Supplemental Life Insurance Plan ("Plan"), the terms and conditions of which are incorporated
by reference herein, the Beneficiary designated by the Participant, or his/her transferee, shall be the Beneficiary of an amount of death
proceeds as specified below:
Death prior to Separation of Service: Equal
to two (2) times the Participant's Base Annual Salary as of the Participant's date of death.
Death after Separation of Service and Vesting
Requirement Completion: Equal to two (2) times the Participant's Base Annual Salary as of the Participant's date of death.
The death proceeds due to the Participant's designated
Beneficiary shall never exceed the Net Death Proceeds under the Policy or Policies covering the Participant's life as of the Participant's
date of death. For purposes of this Plan, Net Death Proceeds means, as of any date, the difference between the cash surrender value of
the Policy or Policies, which is the Bank's equity or carry value of the Policy or Policies, and the total death proceeds payable under
a Policy upon the death of the Participant.
2. The
beneficiary of any remaining death proceeds shall be ACNB Bank, or any successor thereto. Notwithstanding anything in this Plan to the
contrary, the Bank's Interest in a Policy upon the death of the Participant shall in no event be less than the cash surrender value of
the Policy.
OWNERSHIP
3. The
owner of the Policy or Policies shall be ACNB Bank (Owner). The Owner shall have all ownership rights in the Policy or Policies except
as may be specifically granted to the Participant, or his/her transferee, in Paragraph 4 of this endorsement.
4. The
Participant, or his/her transferee, shall have the right to assign all rights and interests in the Policy or Policies with respect to
that portion of the death proceeds designated in Paragraph 1 of this endorsement, and to exercise all settlement options with respect
to such death proceeds.
MODIFICATION OF ASSIGNMENT PROVISIONS OF THE
POLICY
Upon the death of the Participant, the interest
of any collateral assignee of the Owner of the Policy or Policies designated in Paragraph 3 above shall be limited to the portion of the
proceeds described in Paragraph 2 above.
OWNER'S AUTHORITY
The Insurer is hereby authorized to recognize
the Owner's claim to rights hereunder without investigating the reason for any action taken by the Owner, including its statement of the
amount of premiums it has paid on the Policy or Policies. The signature of the Owner shall be sufficient for the exercise of any rights
under this Endorsement and the receipt of the Owner for any sums received by it shall be a full discharge and release to the Insurer.
Any transferee's rights shall be subject to this Endorsement.
Signed this _______ day
of ________________ , 2023.
ACNB BANK
ACCEPTANCE AND BENEFICIARY DESIGNATION
The Participant accepts and agrees to the foregoing
and, subject to the rights of the Owner as stated above, makes the following Beneficiary designation(s) to receive the portion of
the proceeds described in Paragraph 1 above:
| A. | Primary Beneficiary/ies |
| | |
|
| | Name/Address/Telephone |
|
| | |
|
| | |
|
| | Relationship
to Participant |
|
| | % of Participant's Interest |
|
| | Date of Birth |
|
| | Social
Security Number |
|
| | |
|
| | Name/Address/Telephone |
|
| | |
|
| | |
|
| | Relationship
to Participant |
|
| | % of Participant's Interest |
|
| | Date of Birth |
|
| | Social
Security Number |
|
| B. | Contingent Beneficiary/ies (Will receive indicated portions of the proceeds if no Primary Beneficiary/ies
survive the Participant) |
| | |
|
| | Name/Address/Telephone |
|
| | |
|
| | |
|
| | Relationship
to Participant |
|
| | % of Participant's Interest |
|
| | Date of Birth |
|
| | Social
Security Number |
|
| | Name/Address/Telephone |
|
| | |
|
| | |
|
| | Relationship
to Participant |
|
| | % of Participant's Interest |
|
| | Date of Birth |
|
| | Social
Security Number |
|
Signed this _________ day
of ______________________ , 2023.
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ACNB (NASDAQ:ACNB)
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