Exhibit 99.1

ACNB Bank
Variable Compensation Plan

Developed By:

Compensation Committee
ACNB Corporation
Gettysburg, Pennsylvania

Effective Date:

January 1, 2014

Contents

I.               Purpose

II.             General Description

III.            Definition of Terms

IV.            Plan Administration

V.              Plan Participation

VI.            Operating Rules

VII.          Summary of Plan Parameters

1

I.              Purpose

The purpose of the Variable Compensation Plan is to make the potential to earn additional compensation available to employees who, through high levels of performance, contribute to the long-term success and profitability of ACNB Corporation and its banking subsidiary, ACNB Bank. The Plan and its guidelines are designed to support the Bank’s organizational objectives and financial goals, as defined by the ACNB Corporation Strategic and Financial Plans, by making available additional, variable and contingent compensation, in the form of cash awards, equity awards (in the form of ACNB Corporation shares), or both.

2

II.             General Description

Before any Variable Compensation Award is made available under the Plan , the Bank must achieve certain financial Targets and the Participant and/or the Bank must achieve other defined objectives. The Plan sets forth goals that are intended to be consistent with those contained in the ACNB Corporation Strategic Plan and Financial Plan for ACNB Bank.

The calculation of the share of the awards that may be distributed to the Participants and the Targets and award formulas are constructed to align the interests of the Participants with those of the shareholders of the Company. The Targets and award formulas support a level of Variable Compensation Awards that enables the Company and the Bank to attract, retain and motivate high- quality personnel, as well as supports the continued growth and profitability of the Bank and the Company.

The Plan is established to augment regular salary and benefits programs already in existence. The Plan is not meant to be a substitute for salary increases, but supplemental to base salary and, as stated, a reward for performance that contributes to outstanding levels of long-term achievement.

3

III.           Definition of Terms

A.                  “Bank” shall mean ACNB Bank.

B.                  “Board” means the Boards of Directors of the Company and of the Bank.

C.                  “Company” shall mean ACNB Corporation.

D.                  “Financial Plan” shall mean the profit plan, including quantitative objectives, established for the Bank.

E.                   “Participant” shall mean the eligible employee selected under Section V of this Plan for participation in the Plan.

F.                    “Plan” shall mean the Variable Compensation Plan.

G.                  “Plan Year” shall mean a full or partial calendar year in which the Plan is in effect, unless otherwise specified.

H.                 “Target” shall mean annual performance factor goal, consistent with the Strategic Plan for the Bank, the attainment of which is integrated with the potential granting of Variable Compensation Awards.

I.                      “Variable Cash Award” shall mean the cash component of the Variable Compensation Award.

J.                      “Variable Compensation Award” shall mean the amount of any cash or equity awards approved for distribution to Participants for any Plan Year, as approved by the Company’s and the Bank’s Boards of Directors.

4

K.                  “Variable Equity Award” shall mean the equity component of the Variable Compensation Award.

5

IV.           Plan Administration

The Board shall have the sole and complete authority regarding all matters pertaining to the approval of the Plan, supplements or revisions to the Plan, rules or guidelines established to administer the Plan, termination of the Plan, and corrections of any defect or omission or reconciliation of any inconsistency in the Plan, any Variable Compensation Award, or annual performance Targets.

The Board has delegated authority for the ongoing administration and interpretation of the Plan to the Compensation Committee. The actions of the Board and the Compensation Committee affecting the construction, interpretation, administration or application of the Plan shall be final, conclusive and binding on all parties, including the Company, the Bank, all employees, and Participants. Matters before the Board or Compensation Committee shall be decided upon a majority vote of the Board or Compensation Committee. Participants who are members of the Board may make recommendations, but shall not be entitled to vote on any matters relating to the eligibility for and/or determination of Variable Compensation Awards in which they directly participate.

The Board may review and revise the Plan’s guidelines or the operating rules at any time. Performance measures and awards based upon those measures may be adjusted in order to emphasize specific goals and objectives of the Plan. It is expected that the Plan guidelines will require modification only when significant changes in organization, goals, personnel or performance occur.

Computation of potential individual incentive awards will be made by the Compensation Committee Chairperson or his or her designee, consistent with the guidelines documented herein, and presented to the Compensation

6

Committee for consideration. Maintenance of Participant payments and other related records shall be the responsibility of the Chief Financial Officer or his or her designee.

Extraordinary occurrences may be considered when calculating performance results to insure that the best interests of the Company, the Bank, and the Company’s shareholders are protected and are not brought into conflict with the interests of the Participants. In accordance with the authority delegated to the Compensation Committee with respect to the administration and interpretation of the Plan, the Compensation Committee may take into account the presence or absence of nonrecurring or extraordinary items of income, gain, expense or loss, and any and all factors which it may deem relevant, before recommending Variable Compensation Awards for any given Plan Year to the Board.

No member of the Board or Compensation Committee shall be liable for any determination, decision or action made in good faith with respect to this Plan.

7

V.                                     Plan Participation

A.             Participation in the Plan is limited to selected officers and employees of the Company and the Bank. The individual must have been employed by the Company or Bank prior to July 1 of the Plan Year in order to be eligible for participation in the Plan.

B.             The following is a summary of the positions which may be, but are not required to be, selected for participation in the Plan.

C.             No Variable Compensation Award shall be made to any Participant who does not receive at least an overall rating of “Good” on his or her most recent individual performance appraisal prior to the Plan Year award.

D.             The individual must also meet certain other eligibility criteria set by the Board at its discretion.

8

VI.                                Operating Rules

A.             The Plan shall be effective as of January 1, 2014, with the first Plan Year being calendar year 2014.

B.             The Board may amend, suspend or terminate the Plan at any time with or without notice.

C.             Supplementary Plan Documents relating to Participants, Targets, and other pertinent matters will be prepared and approved by the Board at the beginning of each Plan Year or as early in the Plan Year as possible.

D.             Awards will not be paid if the CAMELS composite rating for ACNB Bank falls below a        .

E.              Variable Compensation Awards will not be considered if, in the sole judgment of the Board, the dividend payout for ACNB Corporation shareholders is not reasonable or competitive.

F.               Variable Compensation Awards will not vest until the later of (a) the date provided in any vesting schedule contained in the Supplementary Plan Documents related to a specific Variable Compensation Award or (b) the date the Board approves the Variable Compensation Award.

G.             No right or interest of any Participant in the Plan shall be assignable or transferable, or subject to any lien, directly, by operation of law, or otherwise, including levy, garnishment, attachment, pledge or bankruptcy.

9

H.            Eligible Participants will receive their Variable Compensation Awards no later than March 15 following the end of a calendar year during which the Variable Compensation Award vests.

I.                 An award or participation under the Plan shall not confer any right on the Participant to continue in the employ of the Company or Bank or limit in any way the right of the Company or Bank to terminate the Participant’s employment at any time.

J.                 The receipt of a Variable Compensation Award for any one year shall not guarantee an employee the right to receive an award for any subsequent year.

K.             The Company or Bank shall deduct from payments made under this Plan any federal, state or local taxes, or other deductions required to be withheld, with respect to such payments.

L.              Should a Participant’s employment be terminated for any reason, including death and retirement, prior to the date on which a Variable Compensation Award is actually paid, he or she shall not be eligible to receive the Variable Compensation Award.

M.          Equity awards granted under this Plan shall be granted under and in accordance with the ACNB Corporation 2009 Restricted Stock Plan.

N.             Any payments made pursuant to this Plan are intended to be payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4) and not a deferral of compensation. The parties hereto intend that any and all compensation under this Plan satisfy the requirements of Section 409A or an exception or exclusion therefrom to avoid the imposition of any accelerated or additional taxes pursuant to Section 409A.

10

O.             In the event that the Company or Bank is required to prepare an accounting restatement because of the material noncompliance of the Company or Bank with any financial reporting requirement and, if within the previous three years from the date of the restatement, a Participant received a Variable Compensation Award based upon the erroneous data, the Participant shall return and refund to the Bank the excess of what would have been paid to the Participant under the accounting restatement. In the event that the Company or Bank is required to prepare an accounting restatement because of a Participant’s misconduct or fraudulent activity, then the Participant shall return and refund to the Bank the entire Variable Compensation Award received based upon the erroneous data.

11

VII.                           Summary of Plan Parameters

A.             Variable Compensation Awards

Awards under the Plan are contingent upon the Bank and the Participant achieving established Targets and other potentially relevant factors, as determined by the Board or Compensation Committee.

B.             Performance Targets

Targets will be established annually for several key performance factors that impact the interests of the shareholders of the Company. The Targets take into account industry peer group performance benchmarks and specific goals established for the Bank and the Participant. These factors give primary focus on the financial performance of the Bank, but also consider other important benchmarks such as those related to growth and risk management. The Board may establish different Targets for different Participants at its sole discretion.

C.             Variable Compensation Plan Awards

As noted earlier in this document, the determination of Variable Compensation Awards, and the distribution of same, is at the discretion of the Board with recommendations from the Compensation Committee. Variable Cash Awards and Variable Equity Awards may be considered when the established Bank performance Targets are met, or exceeded, and when the Board, in its sole judgment, deems that the payment of such awards are in the best interests of the Company, its subsidiaries, and its shareholders.

12

ACNB BANK

VARIABLE COMPENSATION PLAN
SUPPLEMENTARY PLAN DOCUMENTS

2014 Guidelines for Awards and Performance Factors

A.             Guidelines for Variable Compensation Plan Performance Factors

The primary performance factor for the Variable Compensation Plan is the achievement of a Return on Average Equity (ROAE) of 9.00% for ACNB Bank. When the ROAE target of 9.00% is met for the given Plan Year, a Variable Cash Award and/or a Variable Equity Award for Participants may be considered for payout by the Board of Directors, at its sole discretion, subject to four (4) additional factors listed below.

1.               The 9.00% ROAE performance achieved by the Bank for the given Plan Year must meet, or exceed, the comparable average percentile of the financial peer group utilized by the Compensation Committee for comparative performance purposes. If this percentile is not met, no Variable Compensation Award will be granted.

2.               Other performance targets established in the ACNB Corporation Strategic and Financial Plans for Bank growth and asset quality must be met, or exceeded, in order for the full Variable Compensation Award to be eligible for granting. For each Strategic Performance Factor Target not met, a deduction of twenty percent (20%) of the eligible Variable Compensation Award shall occur.

3.               In their sole discretion in the consideration of Variable Compensation Awards, the Board and Compensation Committee may take into account the presence or absence of nonrecurring or extraordinary items of income, gain, expense or loss, and any and all factors impacting the Company or Bank which they may deem relevant.

4.               In their sole discretion in the consideration of the individual Variable Compensation Awards, the Board and Compensation Committee, or their designee, may take into account the presence or absence of any other factor which it or they deems relevant, including individual factors such as extraordinary performance or the receipt of other bonuses or incentives.

1

B.             Guidelines for Variable Cash Awards

The following Participants may be considered for a Variable Cash Award if the criteria outlined in Section A above are met.

C.             Guidelines for Variable Equity Awards

The following Participants may be considered for a Variable Equity Award if the criteria outlined in Section A above are met.

2

Exhibit 99.2

ACNB BANK

VARIABLE COMPENSATION PLAN

RESTRICTED STOCK AGREEMENT

THIS AGREEMENT, dated as of June 22, 2015 (“Grant Date”) by and among ACNB Bank (“Bank”), ACNB Corporation (“Corporation”), and                    (“Participant”), is entered into as follows:

WHEREAS, the Bank is a wholly-owned subsidiary of the Corporation;

WHEREAS, the Corporation established the ACNB Corporation 2009 Restricted Stock Plan effective February 24, 2009 (“2009 Restricted Stock Plan”), which 2009 Restricted Stock Plan is hereby incorporated herein by reference and made a part hereof;

WHEREAS, the Bank has established the ACNB Bank Variable Compensation Plan (“Variable Compensation Plan”), which Variable Compensation Plan is hereby incorporated herein by reference and made a part hereof;

WHEREAS, the Participant is an employee of the Bank; and,

WHEREAS, the Compensation Committee of the Boards of Directors of the Bank and Corporation (“Committee”) determined that it is in the best interest of the Bank and the Corporation to grant and award to the Participant a Variable Equity Award under the Variable Compensation Plan equal to       shares of common stock of ACNB Corporation (“Stock”), pursuant to the 2009 Restricted Stock Plan and subject to the restrictions stated below.

NOW, THEREFORE, intending to be legally bound, the parties hereby agree as follows:

1.                                       Grant of Stock/Variable Equity Award.   Subject to the terms and conditions of this Agreement, the 2009 Restricted Stock Plan, and the Variable Compensation Plan, the Corporation hereby grants to the Participant      shares of Stock (“Variable Equity Award”).  The Variable Equity Award under this Agreement shall be granted under the 2009 Restricted Stock Plan.

2.                                       Vesting Schedule.   The interest of the Participant in the Stock subject to the Variable Equity Award shall vest as follows:

One-third (1/3) of the Participant’s Variable Equity Award shall be 100% vested as of the Grant Date, with the next one-third (1/3) 100% vested as of January 1, 2016, and the final one-third (1/3) 100% vested as of January 1, 2017.

Further, as defined in the 2009 Restricted Stock Plan, the Participant shall become fully vested in the Variable Equity Award upon (i) the Participant’s death or disability; (ii) a change in the ownership or effective control of the Bank or Corporation or a change in the ownership of a substantial portion of the assets of the Bank or Corporation as defined in Section 409A of the

1

Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder; or, (iii) the Participant’s retirement from service at the Bank or Corporation at or after age 62.

3.                                       Restrictions.   The Stock or rights granted hereunder may not be sold, transferred, pledged, assigned, subjected to any lien, or otherwise alienated or hypothecated until the later of (i) the date the Stock becomes vested in accordance with Section 2 or (ii) six (6) months from the Grant Date.  The period of time between the date hereof and the later of (i) the date which the Stock becomes vested or (ii) six (6) months from the Grant Date is referred to herein as the “Restriction Period”.

If the Participant’s employment with the Bank is terminated by the Bank or voluntarily by the Participant, the Stock subject to the provisions of this Agreement which has not vested at the time of the Participant’s termination of employment shall be forfeited by the Participant and transferred back to the Corporation.

4.                                       Legend.  Any certificates representing any shares of Stock of the Corporation subject to the provisions of this Agreement shall have endorsed thereon the following legend:

“The shares represented by this certificate are subject to an agreement between ACNB Corporation and the registered holder, a copy of which is on file at the principal office of ACNB Corporation.”

5.                                       Escrow.  At the Corporation’s discretion, the certificate or certificates evidencing the Stock subject hereto may be delivered to and deposited with Computershare as Escrow Agent in this transaction.  The Stock may also be held in a restricted book entry account in the name of the Participant.

6.                                       Participant Shareholder Rights.  During the Restriction Period, the Participant shall have all the rights of a shareholder with respect to the Stock except for the right to transfer the Stock, as set forth in Section 3.

7.                                       Changes in Stock.  In the event that as a result of any stock dividend, stock split or other change in the Stock, and by virtue of any such change the Participant shall in his or her capacity as owner of unvested shares of Stock which have been awarded to him or her (“Prior Stock”) be entitled to new or additional or different shares of stock, such new or additional or different shares shall thereupon be considered to be unvested Stock and shall be subject to all of the conditions and restrictions which were applicable to the Prior Stock pursuant to this Agreement.

8.                                       Death of Participant.   In the event of the Participant’s death prior to the payment of the Variable Equity Award, said Variable Equity Award shall be paid to the Participant’s estate or designated beneficiary.

9.                                       Clawback.   In the event that the Corporation or Bank is required to prepare an accounting restatement because of the material noncompliance of the Corporation or Bank with any financial reporting requirement and, if within the previous three (3) years from the date of the restatement, a Participant received a Variable Equity Award under this Agreement based

2

upon the erroneous data, the Participant shall return and refund to the Corporation or Bank the excess of what would have been paid to the Participant under the accounting restatement.  In the event that the Corporation or Bank is required to prepare an accounting restatement because of a Participant’s misconduct or fraudulent activity, then the Participant shall return and refund to the Corporation or Bank the entire Variable Equity Award received based upon the erroneous data.

10.                                Taxes.  The Participant shall be liable for any and all taxes, including withholding taxes, arising out of this Variable Equity Award or the vesting of Stock hereunder.  The Participant hereby authorizes the Bank to withhold the appropriate taxes from the Participant’s wages.

11.                                Miscellaneous.

(a)                                  The Corporation shall not be required (i) to transfer on its books any shares of Stock which shall have been sold or transferred in violation of any of the provisions set forth in this Agreement, or (ii) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares shall have been so transferred.

(b)                                  The parties agree to execute such further instruments and to take such action as may reasonably be necessary to carry out the intent of this Agreement.

(c)                                   Any notice required or permitted hereunder shall be given in writing and shall be deemed effective upon delivery to the Participant at his or her address on file with the Bank.

(d)                                  Neither the 2009 Restricted Stock Plan, the Variable Compensation Plan, nor this Agreement shall be construed so as to grant the Participant any right to employment or to remain in the employ of the Bank or Corporation, as applicable.

3