Exhibit 99.1

Execution Version

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AGREEMENT (“Agreement”) is made as of the 5 day of October, 2022, by and among ACNB Corporation (“Corporation”), a Pennsylvania business corporation having a principle place of business at 16 Lincoln Square, Gettysburg, Pennsylvania, 17325, ACNB Bank (“Bank”), a Pennsylvania state-chartered bank having a principle place of business at 16 Lincoln Square, Gettysburg, Pennsylvania, 17325, and James P. Helt (“Executive”), an individual residing in Pennsylvania.

WITNESSETH:

WHEREAS, the Corporation is a registered financial holding company;

WHEREAS, the Bank is a subsidiary of the Corporation;

WHEREAS, on April 15, 2009, Executive entered into an employment agreement with the Bank, which was amended on December 27, 2016 (“2009 Employment Agreement”) and amended and restated on August 14, 2018 (“2018 Employment Agreement”);

WHEREAS, Executive serves as President and Chief Executive Officer of the Corporation and President and Chief Executive Officer of the Bank; and

WHEREAS, the parties would like to enter into an amended and restated employment agreement, at which time the 2018 Employment Agreement and any amendments thereto will be null and void and without further effect.

AGREEMENT:

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

(i)      Executive’s conviction of or plea of guilty or nolo contendere to a felony, a crime of falsehood or a crime involving moral turpitude, or the actual incarceration of Executive for a period of twenty (20) consecutive days or more;

(ii)      Executive’s failure to follow the good faith lawful instructions of the Board of Directors of the Bank with respect to its operations, after written notice from the Bank and a failure to cure such violation within thirty (30) days of said written notice;

(iii)     Executive’s willful failure to substantially perform Executive’s duties to the Corporation or Bank and/or their subsidiaries, other than a failure resulting from Executive’s incapacity because of physical or mental illness, as provided in subsection (d) of this Section 4, after written notice from the Corporation or Bank and a failure to cure such violation within thirty (30) days of said written notice;

(iv)    Executive’s intentional violation of the provisions of this Agreement, after written notice from the Corporation or Bank and a failure to cure such violation within thirty (30) days of said written notice;

(v)     dishonesty or gross negligence of the Executive in the performance of his duties;

(vi)    Executive’s removal or prohibition from being an institutional-affiliated party by a final order of an appropriate federal banking agency pursuant to Section 8(e) or 8(g) of the Federal Deposit Insurance Act or by an appropriate banking regulatory agency;

(vii)   conduct by the Executive as determined by an affirmative vote of seventy-five percent (75%) of the disinterested members of the Board of Directors of the Corporation which brings material public discredit to the Corporation or the Bank and which results or may be reasonably expected to result in material financial or other material harm to the Corporation or the Bank;

(viii)  Executive’s breach of fiduciary duty involving personal profit;

(ix)     unlawful harassment by the Executive against employees, customers, business associates, contractors, or vendors of the Corporation or the Bank which results or may be reasonably expected to result in material liability to the Corporation or the Bank, as determined by an affirmative vote of seventy-five percent (75%) of the disinterested independent members of the Board of Directors of the Corporation, following an investigation of the claims by a third party unrelated to the Corporation or Bank chosen by the Executive, the Corporation and the Bank.  If the Executive, the Corporation and the Bank do not agree on said third party, then as chosen by an affirmative vote of seventy-five percent (75%) of the disinterested independent members of the Board of Directors of the Corporation;

(x)      the willful violation by the Executive of the provisions of Section 9, 10, 11 or 18 hereof, after written notice from the Corporation or Bank and a failure to cure such violation within thirty (30) days of said written notice;

(xi)     the willful violation of any material law, rule or regulation governing banks or financial or bank holding companies, or the officers thereof or any final cease and desist order issued by a bank regulatory authority having appropriate jurisdiction;

(xii)   theft or material abuse by Executive of the Corporation’s or the Bank’s property or the property of the Corporation’s or the Bank’s customers, employees, contractors, vendors, or business associates;

(xiii)  any act of fraud, misappropriation or material personal dishonesty;

(xiv)  gross insubordination as determined by an affirmative vote of seventy-five percent (75%) of the Board of Directors of the Corporation, after written notice from the Corporation or Bank and a failure to cure such violation within thirty (30) days of said written notice; or,

(xv)   the existence of any material conflict between the interests of the Corporation or the Bank and the Executive that is not disclosed in writing by the Executive to the Corporation and the Bank and approved in writing by the Boards of Directors of the Corporation and the Bank.

(xvi)  Before taking any vote under subparagraphs (vii), (ix) or (xiv) above, all which require notice, Executive shall be entitled to appear before the Board and present Executive’s position as to any issues about which Executive has been notified by the Board in writing.  Such appearance shall be within a reasonable period of time following written notice to Executive of the issues but in no event longer than thirty (30) days after the date of said written notice.

If this Agreement is terminated for Cause, all of Executive’s rights under this Agreement shall cease as of the effective date of such termination, except for the rights under Paragraph 19 hereof with respect to arbitration.

Executive shall, within ninety (90) days of the occurrence of any of the foregoing events, provide notice to the Bank of the existence of the condition and provide the Bank thirty (30) days in which to cure such condition.  In the event that the Bank does not cure the condition within thirty (30) days of such notice, Executive may resign from employment for Good Reason by delivering written notice to the Corporation and the Bank.

If such termination occurs for Good Reason, then the Bank shall pay Executive an amount equal to and no greater than 2.99 times the Executive’s Agreed Compensation as defined in subsection (g) of Section 4, and shall be payable in thirty-six (36) equal monthly installments and shall be subject to federal, state and local tax withholdings.  In addition, for a period of two (2) years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive during the two (2) years prior to his termination of employment, or, if the Bank cannot legally provide such benefits because Executive is no longer an employee, the Bank shall reimburse Executive in an amount equal to the monthly premiums or costs paid by him to obtain substantially similar employee benefits which he enjoyed prior to termination, subject to Code Section 409A if applicable.  However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Section 4999 of the Code, or Section 280G of the Code, or any successor Code sections thereto, the Bank will pay to Executive an additional cash payment (“Gross-up Payment”) in an amount such that the after-tax proceeds of such Gross-up Payment (including any income tax or excise tax on such Gross-up Payment) will be equal to the amount of the excise tax.

Notwithstanding any other provision, in the event that Executive is determined to be a specified employee as that term is defined in Section 409A of the Code, no payment that is determined to be deferred compensation subject to Section 409A of the Code shall be made until one (1) day following six (6) months from the date of separation of service as that term is defined in Section 409A of the Code.

(i)      (A) a merger, consolidation or division involving the Corporation or the Bank, (B) a sale, exchange, transfer or other disposition of substantially all of the assets of the Corporation or the Bank, or (C) a purchase by the Corporation or the Bank of substantially all of the assets of another entity, unless after such merger, consolidation, division, sale, exchange, transfer, purchase or disposition a majority of the members of the Board of Directors of the legal entity resulting from or existing after any such transaction (and of the Board of Directors of such entity’s parent corporation, if any,) are former members of the Board of Directors of the Corporation or the Bank; or,

(ii)     any “person” (as such term is defined in Code Section 409A and any Revenue Guidance or Treasury Regulations issued thereunder), other than the Corporation or the Bank or any “person” who on the date hereof is a director or officer of the Corporation or the Bank, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation or the Bank representing thirty (30%) percent or more of the total voting power of the Corporation’s or the Bank’s then outstanding securities; or,

(iii)    during any period of one (1) year during the Employment Period, individuals who at the beginning of such period constitute the Board of Directors of the Corporation or the Bank cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds (2/3) of the directors then in office who were directors at the beginning of the period.

A Change in Control shall also mean the change in ownership or effective control of the Corporation, or a change in the ownership of a substantial portion of the assets of the Corporation, as defined by Code Section 409A and the regulations and guidance thereunder, including, but not limited to, Treasury Regulation §1.409A-3(i)(5).

The Bank shall pay Executive a lump sum amount equal to and no greater than 2.99 times the Executive’s Agreed Compensation as defined in subsection (g) of Section 4, minus applicable taxes and withholdings. In addition, for a period of two (2) years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive during the two (2) years prior to his termination of employment, or, if the Bank legally cannot provide such benefits because Executive is no longer an employee, the Bank shall reimburse Executive in an amount equal to the monthly premiums or costs paid by him to obtain substantially similar employee benefits which he enjoyed prior to termination, subject to Code Section 409A if applicable. However, in the event the payments described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Section 280G or Section 4999 of the Code, or any Successor Code sections thereto, the Bank will pay to Executive an additional cash payment (“Gross-up Payment”) in an amount such that the after-tax proceeds of such Gross-up Payment (including any income tax or excise tax on such Gross-up Payment) will be equal to the amount of the excise tax.

Notwithstanding any other provision, in the event that Executive is determined to be a specified employee as that term is defined in Section 409A of the Code, no payment that is determined to be deferred compensation subject to Section 409A of the Code shall be made until one (1) day following six (6) months from the date of separation of service as that term is defined in Section 409A of the Code.

Notwithstanding any other provision, in the event that Executive is determined to be a specified employee as that term is defined in Section 409A of the Code, no payment that is determined to be deferred compensation subject to Section 409A of the Code shall be made until one (1) day following six (6) months from the date of separation of service as that term is defined in Section 409A of the Code.

(i)      be engaged, directly or indirectly, either for his own account or as agent, consultant, employee, partner, officer, director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly owned company) or otherwise of any person, firm, corporation or enterprise engaged in (1) the banking (including bank or financial holding company) or financial services industry, or (2) any other activity in which the Corporation or the Bank or any of their subsidiaries are engaged during the Employment Period, and remain so engaged at the end of the Employment Period, in any county in which a branch, office or other facility of the Corporation or Bank is located or in any county contiguous to such county at the end of the Employment Period (the “Non-Competition Area”);

(ii)     provide financial or other assistance to any person, firm, corporation, or enterprise engaged in (1) the banking (including bank or financial holding company) or financial services industry, or (2) any other activity in which the Corporation or the Bank or any of their subsidiaries are engaged during the Employment Period and remain so engaged in at the end of the Employment Period, in the Non-Competition Area;

(iii)    directly or indirectly solicit persons or entities who were customers or referral sources of the Corporation, the Bank or their subsidiaries within six (6) months of Executive’s termination of employment, to become a customer or referral source of a person or entity other than the Corporation, the Bank or their subsidiaries; or,

(iv)   directly or indirectly solicit employees of the Corporation, the Bank or their subsidiaries who were employed within two (2) years of Executive’s termination of employment to work for anyone other than the Corporation, the Bank or their subsidiaries.

(i)      if Executive voluntarily terminates his employment in accordance with the provisions of Section 4(e) of this Agreement (relating to termination without Good Reason), the second anniversary date of the effective date of termination of employment;

(ii)     if Executive’s employment terminates in accordance with the provisions of Section 4(b) of this Agreement (relating to termination for Cause), the first anniversary date of the effective date of termination of employment;

(iii)    if the Executive voluntarily terminates his employment in accordance with the provisions of Section 4(c) of this Agreement (relating to termination by Executive for Good Reason), the second anniversary date of the effective date of termination of employment;

(iv)    if the Executive’s employment is involuntarily terminated in accordance with the provisions of Section 6 of this Agreement (relating to involuntary termination without Cause following a Change in Control), the second anniversary date of the effective date of termination of employment; or,

(v)     if the Executive’s employment is involuntarily terminated in accordance with the provisions of Section 8 of this Agreement (relating to involuntary termination without Cause absent a Change in Control), the second anniversary date of the effective date of termination of employment.

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IN WITNESS WHEREOF, the Parties, intending to be legally bound hereby, have caused this Amended and Restated Employment Agreement to be duly executed in their respective names and, in the case of the Corporation and the Bank, by its authorized representative, effective on the day and year first above written.

Exhibit 99.2

Execution Version

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

THIS AGREEMENT is made effective as of the 5 day of October, 2022, by and among ACNB CORPORATION (“Corporation”), a Pennsylvania business corporation having a principle place of business at 16 Lincoln Square, Gettysburg, Pennsylvania 17325, ACNB BANK (“Bank”), a Pennsylvania state-chartered bank having a place of business at 16 Lincoln Square, Gettysburg, Pennsylvania, 17325, and JASON H. WEBER (“Executive”), an individual residing in Pennsylvania.

WITNESSETH:

WHEREAS, Corporation is a registered financial holding company;

WHEREAS, Bank is a subsidiary of Corporation;

WHEREAS, on January 31, 2022, Executive entered into an employment agreement with the Corporation and the Bank (“2022 Employment Agreement”);

WHEREAS, Corporation and Bank desire to retain Executive to continue to serve in the capacity of Chief Financial Officer of Corporation and Bank under the terms and conditions set forth herein;

WHEREAS, Executive desires to continue to serve Corporation and Bank in an executive capacity under the terms and conditions set forth herein; and

WHEREAS, the parties would like to enter into an amended and restated employment agreement, at which time the 2022 Employment Agreement and any amendments thereto will be null and void and without further effect.

AGREEMENT:

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

(i) Executive’s conviction of or plea of guilty or nolo contendere to a felony, a crime of falsehood or a crime involving moral turpitude, or the actual incarceration of Executive for a period of twenty (20) consecutive days or more;

(ii) Executive’s failure to follow the good faith lawful instructions of the Board of Directors of the Bank with respect to its operations, after written notice from the Bank and a failure to cure such violation within thirty (30) days of said written notice;

(iii) Executive’s willful failure to substantially perform Executive’s duties to the Bank, other than a failure resulting from Executive’s incapacity because of physical or mental illness, as provided in subsection (d) of this Section 4, after written notice from the Bank and a failure to cure such violation within thirty (30) days of said written notice;

(iv) Executive’s intentional violation of the provisions of this Agreement, after written notice from the Bank and a failure to cure such violation within thirty (30) days of said written notice;

(v) dishonesty, gross negligence, or incompetence of Executive in the performance of his duties;

(vi) Executive’s (1) removal or prohibition from being an institutional-affiliated party by a final order of an appropriate banking agency or (2) communication from an appropriate banking agency having jurisdiction over the Bank (a) instructing the Bank to terminate Executive’s employment, (b) objecting to or disapproving Executive’s employment by the Bank, or (c) indicating that Executive is no longer an acceptable selection to serve in the capacity of the Executive Vice President of Finance or Chief Financial Officer of the Bank;

(vii) intentional or willful misconduct by Executive as determined by an affirmative vote of seventy-five percent (75%) of the disinterested members of the Board of Directors of the Bank which brings public discredit to the Corporation or the Bank and which results or may be reasonably expected to result in material financial or other harm to the Corporation or the Bank;

(viii) Executive’s breach of fiduciary duty involving personal profit;

(ix) unlawful harassment by Executive against employees, customers, business associates, contractors or vendors of the Corporation or the Bank which results or may be reasonably expected to result in material liability to the Corporation or the Bank, as determined by an affirmative vote of seventy-five percent (75%) of the disinterested independent members of the Board of Directors of the Bank, following an investigation of the claims by a third party unrelated to the Corporation or the Bank chosen by the Executive, the Corporation and the Bank. If the Executive, the Corporation and the Bank do not agree on said third party, then as chosen by an affirmative vote of seventy-five percent (75%) of the disinterested independent members of the Board of Directors of the Corporation;

(x) the willful violation by Executive of the provisions of Sections 9, 10, 11 or 27 hereof, after written notice from the Bank and a failure to cure such violation within thirty (30) days of said written notice;

(xi) the willful violation of any law, rule or regulation governing banks or bank officers or any final cease and desist order issued by a bank regulatory authority;

(xii) theft or abuse by Executive of the Corporation’s or the Bank’s property or the property of the Corporation’s or the Bank’s customers, employees, contractors, vendors or business associates;

(xiii) any act of fraud, misappropriation or personal dishonesty;

(xiv) insubordination as determined by an affirmative vote of seventy-five percent (75%) of the Board of Directors of the Bank, after written notice from the Bank and a failure to cure such violation within thirty (30) days of said written notice; or,

(xv) the existence of any material conflict between the interests of the Corporation or the Bank and Executive that is not disclosed in writing by Executive to the Corporation and the Bank and approved in writing by the Boards of Directors of the Corporation and the Bank.

Before taking any vote under subparagraphs (vii), (ix) or (xiv) above, all which require notice, Executive shall be entitled to appear before the Board and present Executive’s position as to any issues about which Executive has been notified by the Board in writing. Such appearance shall be within a reasonable period of time following written notice to Executive of the issues, but in no event longer than thirty (30) days after the date of said written notice.

If this Agreement is terminated for Cause, all of Executive’s rights under this Agreement shall cease as of the effective date of such termination, except for the rights under Paragraph 22 hereof with respect to arbitration.

Executive shall, within ninety (90) days of the occurrence of any of the foregoing events, provide notice to the Bank of the existence of the condition and provide the Bank thirty (30) days in which to cure such condition. In the event that the Bank does not cure the condition within thirty (30) days of such notice, Executive may resign from employment for Good Reason by delivering written notice (“Notice of Termination”) to the Bank.

If such termination occurs for Good Reason, then the Bank shall pay Executive an amount equal to and no greater than 2.0 times Executive’s Agreed Compensation as defined in subsection (g) of Section 4 and shall be payable in twenty-four (24) equal monthly installments and shall be subject to federal, state and local tax withholdings. In addition, for a period of two (2) years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive during the two (2) years prior to his termination of employment, or, if the Bank cannot provide such benefits because Executive is no longer an employee, the Bank shall reimburse Executive in an amount equal to the monthly premiums or costs paid by him to obtain substantially similar employee benefits which he enjoyed prior to termination, subject to Code Section 409A if applicable.

(i) any “person” (as such term is defined in Code Section 409A and any Revenue Guidance or Treasury Regulations issued thereunder), other than the Corporation or the Bank or any “person” who on the date hereof is a director or officer of the Corporation or the Bank, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation or the Bank representing thirty (30%) percent or more of the total voting power of the Corporation’s or the Bank’s then outstanding securities;

(ii) any “person” or more than one “person” acting as a group acquires ownership of stock of the Corporation or the Bank that together with stock held by such person or group constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Corporation or the Bank; or,

(iii) during any period of one (1) year during the term of Executive’s employment under this Agreement, individuals who at the beginning of such one (1) year period constitute the Board of Directors of the Corporation or the Bank cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds (2/3) of the directors then in office who were directors at the beginning of the period.

A Change in Control shall also mean the change in ownership or effective control of the Corporation, or a change in the ownership of a substantial portion of the assets of the Corporation, as defined by Code Section 409A and the regulations and guidance thereunder, including, but not limited to, Treasury Regulation §1.409A-3(i)(5).

The Bank, or successor thereto, shall pay Executive a lump sum amount equal to and no greater than 2.0 times Executive’s Agreed Compensation as defined in subsection (g) of Section 4, minus applicable taxes and withholdings within thirty (30) days of Executive’s Separation of Service, subject to Compliance with Code Section 409A. In addition, for a period of two (2) years from the date of Separation of Service, or until Executive secures substantially comparable benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive immediately prior to his Separation of Service, or, if the Bank cannot legally provide such benefits because Executive is no longer an employee, or future law or plans do not so permit, the Bank shall reimburse Executive in an amount equal to the monthly premium paid by him to obtain substantially comparable employee benefits which he enjoyed immediately prior to termination, subject to compliance with Code Section 409A if applicable. In addition for a period of two (2) years from the date of Separation of Service, or until Executive secures benefits of substantially comparable coverage through other employment, whichever shall first occur, Executive shall notify Bank upon receipt of benefits from a third party and provide details of such benefits to the Bank.

The Corporation, Bank and Executive hereby recognize that: (i) the non-solicitation restrictions and non-competition restrictions under Section 9 of this Agreement have value, (ii) the value shall be recognized in any calculations the Corporation, Bank and Executive perform with respect to determining the affect, if any, of the parachute payment provisions of Section 280G of the Code (“Section 280G”), by allocating a portion of the payments under Section 7 of this Agreement to the fair value of the non-solicitation and non-competition restrictions under Section 9 of this Agreement (the “Appraised Value”), (iii) the Bank shall obtain an independent appraisal to determine the Appraised Value, (iv) the Appraised Value will be considered reasonable compensation for post change in control services within the meaning of Q&A-40 of the regulations under Section 280G, and (v) any aggregate parachute payments, as defined in Section 280G, will be reduced by the Appraised Value.

In addition, in the event that the payments described herein, even after giving effect and application to the immediately above paragraph, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment would result in the imposition of an excise tax under Section 4999 of the Code or under Section 280G of the Code, the Bank, or successor thereto, will pay to Executive an additional cash payment (“Limited Gross Up Payment”) in an amount such that the after tax proceeds of such Limited Gross Up Payment (including any income tax or excise tax on such Limited Gross Up Payment) will be equal to the amount of the excise tax that is a product, result, or an effect of inclusion of any amounts included or from any and all Salary Continuation Agreements by and between Executive and the Bank.

Executive shall not be required to mitigate the amount of any payment provided for in this Section 7 by seeking other employment or otherwise. Unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Section 7 shall not be reduced by any compensation earned by Executive as the result of employment by another employer or by reason of Executive’s receipt of or right to receive any retirement or other benefits after the date of Separation of Service, termination of employment or otherwise.

(i) be engaged, directly or indirectly, either for his own account or as agent, consultant, employee, partner, officer, director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly owned company) or otherwise of any person, firm, corporation or enterprise engaged in (1) the banking (including bank or financial holding company) or financial services industry, or (2) any other activity in which the Corporation or the Bank or any of their subsidiaries are engaged during the Employment Period, and remain so engaged at the end of the Employment Period, in any county in which, a branch, office or other facility of the Corporation or the Bank is located or in any county contiguous to such county at the end of the Employment Period (the “Non-Competition Area”);

(ii) provide financial or other assistance to any person, firm, corporation or enterprise engaged in (1) the banking (including bank or financial holding company) or financial services industry, or (2) any other activity in which the Corporation or the Bank or any of their subsidiaries are engaged during the Employment Period, and remain so engaged at the end of the Employment Period, in the Non-Competition Area;

(iii) directly or indirectly solicit persons or entities who were customers or referral sources of the Corporation, the Bank or their subsidiaries within six (6) months of Executive’s termination of employment, to become a customer or referral source of a person or entity other than the Corporation, the Bank or their subsidiaries; or,

(iv) directly or indirectly solicit employees of the Corporation, the Bank or their subsidiaries who were employed within two (2) years of Executive’s termination of employment to work for anyone other than the Corporation, the Bank or their subsidiaries.

(i) if Executive voluntarily terminates his employment in accordance with the provisions of Section 4(e) of this Agreement (relating to termination without Good Reason), the second anniversary date of the effective date of termination of employment;

(ii) if Executive’s employment terminates in accordance with the provisions of Section 4(b) of this Agreement (relating to termination for Cause), the first anniversary date of the effective date of termination of employment;

(iii) if Executive voluntarily terminates his employment in accordance with the provisions of Section 4(c) of this Agreement (relating to termination by Executive for Good Reason), the second anniversary date of the effective date of termination of employment;

(iv) if Executive’s employment is involuntarily terminated in accordance with the provisions of Section 6 of this Agreement (relating to involuntary termination without Cause following a Change in Control), the second anniversary date of the effective date of termination of employment; or,

(v) if Executive’s employment is involuntarily terminated in accordance with the provisions of Section 8 of this Agreement (relating to involuntary termination without Cause absent a Change in Control), the second anniversary date of the effective date of termination of employment.

IN WITNESS WHEREOF, the parties intending to be legally bound hereby have executed this Amended and Restated Employment Agreement as of the date first above written.

Exhibit 99.3

Execution Version

ACNB BANK

SALARY CONTINUATION AGREEMENT

THIS AGREEMENT is made this 5 day of October, 2022 by and between ACNB BANK, located in Gettysburg, Pennsylvania, and James P. Helt (“Executive”).

INTRODUCTION

To encourage the Executive to remain an employee of the Bank, the Bank entered into Salary Continuation Agreements with Executive on March 28, 2012, and November 27, 2018. In an effort to provide benefits in excess of the limitations imposed on qualified plans, and to continue to encourage the Executive to remain an employee of the Bank, the Bank is willing to provide additional salary continuation benefits to the Executive.

The purpose of this Agreement is to provide specified benefits to the Executive, a member of a select group of management or highly compensated employees who contribute materially to the continued growth, development and future business success of the Bank. This Agreement shall be unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended from time to time.

AGREEMENT

The Executive and the Bank, intending to be legally bound, agree as follows:

Article 1

Definitions

1.1 Definitions. Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

1.1.1 “Bank” means ACNB Bank and any successor thereto.

1.1.2 “Change of Control” means a change in the ownership or effective control of the Corporation or Bank or a change in the ownership of a substantial portion of the assets of the Corporation or Bank as defined in Code Section 409A and 16 C.F.R. § 1.409A-3(i)(5).

1.1.3 “Code” means the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder.

1.1.4 “Competing Business” means any person, firm, corporation, business or enterprise which is located or operates an office within fifty (50) miles of the Bank’s principal office at the time of the Executive’s Separation of Service and which is engaged in any business or activity that is or may be deemed to be competitive with any business or activity carried on by the Corporation, Bank, or their subsidiaries as of the date of the Executive’s Separation of Service.

1.1.5 “Corporation” means ACNB Corporation and any successor thereto.

1.1.6 “Normal Retirement Date” means the Executive attaining age 65, or his actual retirement date if after age 65.

1.1.7 “Separation of Service” or “Separates from Service” means termination of the Executive’s employment. Whether a Separation of Service has occurred is determined based on whether the facts and circumstances indicate that the Bank and the Executive reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Executive would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period.

1.1.8 “Specified Employee” means an employee who at the time of Separation of Service is a key employee of the Corporation or Bank, if any stock of the Corporation or Bank is publicly traded on an established securities market or otherwise. For purposes of this Agreement, an employee is a key employee if the employee meets the requirements of Code Section 416(i)(I)(A)(i), (ii) or (iii) (applied in accordance with the regulations thereunder and disregarding Section 416(i)(5)) at any time during the twelve (12) month period ending on December 31 (the “Identification Period”). If the employee is a key employee during an Identification Period, the employee is treated as a key employee for purposes of this Agreement during the twelve (12) month period that begins on the first day of April following the close of the Identification Period.

1.1.9 “2012 SERP” means the Salary Continuation Agreement entered into and between the Bank and the Executive on March 28, 2012, and including any subsequent amendments or restatements thereto.

1.1.10 “2018 SERP” means the Salary Continuation Agreement entered into and between the Bank and the Executive on November 27, 2018, and including any subsequent amendments or restatements thereto.

Article 2

Retirement Benefits

2.1 Normal Retirement Benefit. If the Executive Separates from Service on or after the Executive’s Normal Retirement Date for reasons other than death, the Bank shall pay to the Executive the benefit described in this Section 2.1.

2.1.1 Amount of Benefit. The annual benefit under this Section 2.1 is $150,000.00. The amount shall be in addition to the amounts received under the 2012 SERP and 2018 SERP, respectively.

2.1.2 Payment of Benefit. The Bank shall pay the annual benefit to the Executive in twelve (12) equal monthly installments payable on the first day of each month commencing with the month following the Executive’s Separation of Service and continuing for the greater of the Executive’s life or an additional 179 months.

2.2 Early Retirement Benefit. If the Executive Separates from Service before the Executive’s Normal Retirement Date for reasons other than death and a Change of Control has not occurred, the Bank shall pay to the Executive the benefit described in this Section 2.2.

2.2.1 Amount of Benefit. The annual benefit under this Section 2.2 is the benefit determined under Schedule A based on the date of the Executive’s Separation of Service.

2.2.2 Payment of Benefit. The Bank shall pay the annual benefit to the Executive in twelve (12) equal monthly installments payable on the first day of each month commencing with the month following the Executive’s Normal Retirement Date and continuing for the greater of the Executive’s life or an additional 179 months.

2.3 Change of Control Benefit. If a Change of Control has occurred and is followed by a Separation of Service, the Bank shall pay to the Executive the benefit described in this Section 2.3 in lieu of any other benefit under this Agreement.

2.3.1 Amount of Benefit. The annual benefit under this Section 2.3 is the Normal Retirement Benefit described in Section 2.1.1.

2.3.2 Payment of Benefit. The Bank shall pay the annual benefit to the Executive in twelve (12) equal monthly installments payable on the first day of each month commencing with the month following the Executive’s Normal Retirement Date and continuing for the greater of the Executive’s life or an additional 179 months.

2.4 Restriction on Timing of Distributions. Notwithstanding any provision of this Agreement to the contrary, if the Executive is considered a Specified Employee, the provisions of this Section 2.4 shall govern all distributions under this Article 2. If benefit distributions which would otherwise be made to the Executive due to a Separation of Service are limited because the Executive is a Specified Employee, then such distributions shall not be made during the first six (6) months following Separation of Service. Rather, any distribution which would otherwise be paid to the Executive during such period shall be accumulated and paid to the Executive in a lump sum on the first day of the seventh month following the Separation of Service. All subsequent distributions shall be paid in the manner specified in the appropriate subsection.

2.5 Distributions Upon Income Inclusion Under Section 409A of the Code. If, pursuant to Code Section 409A, the Federal Insurance Contributions Act or other state, local or foreign tax, the Executive becomes subject to tax on the amounts deferred hereunder, then the Bank may make a limited distribution to the Executive in accordance with the provisions of Treasury Regulations Section 1.409A-3.

2.6 Change in Form or Timing of Distributions. All changes in the form or timing of distributions hereunder must comply with the following requirements. The changes:

Article 3

Survivor Benefits

3.1 Death During Active Service. If the Executive dies while in the active service of the Bank, the Bank shall pay to the Executive’s beneficiary the benefit described in this Section 3.1.

3.1.1 Amount of Benefit. The benefit under Section 3.1 is the benefit that would have been paid to the Executive under Section 2.1 calculated as if the date of the Executive’s death were the Executive’s Normal Retirement Date.

3.1.2 Payment of Benefit. The Bank shall pay the benefit to the beneficiary on the first day of each month commencing with the month following the Executive’s death and continuing for 179 additional months.

3.2 Death During Benefit Period. If the Executive dies after benefit payments have commenced under this Agreement but before receiving 180 monthly payments, the Bank shall pay the remaining benefits (up to the 180 monthly payments) to the Executive’s beneficiary at the same time and in the same amounts they would have been paid to the Executive had the Executive survived.

3.3 Death Following Active Service Before Benefits Commence. If the Executive is entitled to benefit payments under this Agreement, but dies prior to receiving said benefit payments, the Bank shall pay the Executive’s beneficiary the benefit described in this Section 3.3.

3.3.1 Amount of Benefit. The annual benefit under Section 3.3 is the vested benefit that would have been paid to the Executive pursuant to Schedule A.

3.3.2 Payment of Benefit. The Bank shall pay the annual benefit to the beneficiary in twelve (12) equal monthly installments payable on the first day of each month commencing with the month following the Executive’s death and continuing for 179 additional months.

3.4 Death After Change of Control. If the Executive dies following a Change of Control, provided the Executive was in active service at the time of the Change of Control, the Bank shall pay the Executive’s beneficiary the benefit described in this Section 3.4.

3.4.1 Amount of Benefit. The benefit under Section 3.4 is the benefit that would have been paid to the Executive under Section 2.1 calculated as if the date of the Executive’s death were the Executive’s Normal Retirement Date.

3.4.2 Payment of Benefit. The Bank shall pay the benefit to the beneficiary on the first day of each month commencing with the month following the Executive’s death and continuing for 179 additional months.

Article 4

Beneficiaries

4.1 Beneficiary Designations. The Executive shall designate a beneficiary by filing a written designation with the Bank. The Executive may revoke or modify the designation at any time by filing a new designation. However, designations shall only be effective if signed by the Executive and accepted by the Bank during the Executive’s lifetime. The Executive’s beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Executive, or if the Executive names a spouse as beneficiary and the marriage is subsequently dissolved. If the Executive dies without a valid beneficiary designation, all payments shall be made to the Executive’s surviving spouse, if any, and, if none, to the Executive’s surviving children and the descendants of any deceased child by right of representation, and, if no children or descendants survive, to the Executive’s estate.

4.2 Facility of Payment. If a benefit is payable to a minor, to a person declared incapacitated, or to a person incapable of handling the disposition of his or her property, the Bank may pay such benefit to the guardian, legal representative, or person having the care or custody of such minor, incapacitated person or incapable person. The Bank may require proof of incapacity, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Bank from all liability with respect to such benefit.

Article 5

General Limitations

5.1 Termination of Employment for the Commission of a Felony. Notwithstanding any provision of this Agreement to the contrary, the Bank shall not pay any benefit under this Agreement if the Bank terminates the Executive’s employment for the commission of a felony involving the Bank or Bank property.

5.2 Noncompetition.

5.2.1 If the Executive experiences a Separation of Service before the Executive’s Normal Retirement Date, and no Change of Control has occurred, then no benefits shall be payable under this Agreement, if the Executive, without the written consent of the Bank, engages, directly or indirectly, either for his own account or as agent, consultant, employee, partner, officer, director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly owned company) or otherwise in a Competing Business within five (5) years after the date of the Executive’s Separation of Service; provided, however, the restrictions of this Section 5.2.1 shall not extend longer than three (3) years after the date on which the Executive begins to receive benefits under this Agreement.

5.2.2 If the Executive experiences a Separation of Service on or after the Executive’s Normal Retirement Date, and no Change of Control has occurred, then no benefits shall be payable under this Agreement, if the Executive, without the written consent of the Bank, engages, directly or indirectly, either for his own account or as agent, consultant, employee, partner, officer, director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly owned company) or otherwise in a Competing Business within three (3) years after the date on which the Executive begins to receive benefits under this Agreement.

5.2.3 If a Change of Control occurs after the date of this Agreement, then this Section 5.2 shall not apply.

Article 6

Claims and Review Procedures

6.1 Claims Procedure. The Bank shall notify the Executive or the Executive’s beneficiary in writing, within ninety (90) days of his or her written application for benefits, of his or her eligibility or non-eligibility for benefits under the Agreement. If the Bank determines that the Executive or beneficiary is not eligible for benefits or full benefits, the notice shall set forth (1) the specific reasons for such denial, (2) a specific reference to the provisions of the Agreement on which the denial is based, (3) a description of any additional information or material necessary for the claimant to perfect his or her claim and a description of why it is needed and (4) an explanation of the Agreement’s claims review procedure and other appropriate information as to the steps to be taken if the Executive or beneficiary wishes to have the claim reviewed. If the Bank determines that there are special circumstances requiring additional time to make a decision, the Bank shall notify the Executive or beneficiary of the special circumstances and the date by which a decision is expected to be made and may extend the time for up to an additional ninety (90) day period.

6.2 Review Procedure. If the Executive or beneficiary is determined by the Bank not to be eligible for benefits, or if the Executive or beneficiary believes that he or she is entitled to greater or different benefits, the Executive or beneficiary shall have the opportunity to have such claim reviewed by the Bank by filing a petition for review with the Bank within sixty (60) days after receipt of the notice issued by the Bank. Said petition shall state the specific reasons which the Executive or beneficiary believes entitle him or her to benefits or to greater or different benefits. Within sixty (60) days after receipt by the Bank of the petition, the Bank shall afford the Executive or beneficiary (and counsel, if any) an opportunity to present his or her position to the Bank orally or in writing, and the Executive or beneficiary (or counsel) shall have the right to review the pertinent documents. The Bank shall notify the Executive or beneficiary of its decision in writing within the sixty (60) day period, stating specifically the basis of its decision, written in a manner calculated to be understood by the Executive or beneficiary and the specific provisions of the Agreement on which the decision is based. If, because of the need for a hearing, the sixty (60) day period is not sufficient, the decision may be deferred for up to another sixty (60) day period at the election of the Bank but notice of this deferral shall be given to the Executive or beneficiary.

Article 7

Amendments and Termination

7.1 Amendments. This Agreement may be amended only by a written agreement signed by the Bank and the Executive. However, the Bank may unilaterally amend this Agreement to conform with written directives from its banking regulators or to comply with changes of law or tax law, including without limitation Section 409A of the Code and any and all Treasury Regulations and guidance promulgated thereunder. Notwithstanding anything in this Agreement to the contrary, the Agreement may be amended by the Bank at any time, if found necessary in the opinion of the Bank, (1) to ensure that the Agreement is characterized as plan of deferred compensation maintained for a select group of management or highly compensated employees as described under ERISA, (2) to conform the Agreement to the requirements of any applicable law or (3) to comply with the written instructions of the Bank’s [auditors or] banking regulators.

7.2 Plan Termination Generally. This Agreement may be terminated only by a written agreement signed by the Bank and the Executive. Unless otherwise specified herein, the benefit under Section 7.2 shall be the dollar amount that the Bank should have accrued with respect to the obligations hereunder as of the date the Agreement is terminated, the Accrued Benefit as defined in the next sentence. The Accrued Benefit means the dollar value of the liability that should be accrued by the Bank under Generally Accepted Accounting Principles, for the Bank’s obligations to the Executive under the Agreement, calculated by applying Accounting Standards Codification 710-10 or any successor standard or pronouncement thereto. Except as provided in Section 7.3, the termination of this Agreement shall not cause a distribution of benefits under this Agreement. Rather, after such termination, benefit distributions will be made at the earliest distribution event permitted under Article 2 or Article 3.

7.3 Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2 and subject to the requirements of Code Section 409A and Treasury Regulation § 1.409A-3(j)(4)(ix), if this Agreement terminates in the following circumstances:

then if this Agreement terminates under Section 7.3(a), the Bank may distribute the actuarial equivalent of the present value of the Change of Control Benefit provided in Section 2.3 using a discount rate of five percent (5%) to the Executive in a lump sum subject to the above terms, or then if this Agreement terminates under Section 7.3(b) or Section 7.3(c), the Bank may distribute the Accrued Benefit, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

Article 8

Miscellaneous

8.1 Binding Effect. This Agreement shall bind the Executive and the Bank, and their beneficiaries, survivors, executors, successors, administrators, and transferees.

8.2 No Guaranty of Employment. This Agreement is not an employment policy or contract. It does not give the Executive the right to remain an employee of the Bank, nor does it interfere with the Bank’s right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive’s right to terminate employment at any time.

8.3 Non-Transferability. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

8.4 Tax Withholding. The Bank shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.

8.5 Applicable Law. The Agreement and all rights hereunder shall be governed by the laws of Pennsylvania, except to the extent preempted by the laws of the United States of America.

8.6 Unfunded Arrangement. The Executive and beneficiary are general unsecured creditors of the Bank for the payment of benefits under this Agreement. The benefits represent the mere promise by the Bank to pay such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Executive’s life is a general asset of the Bank to which the Executive and beneficiary have no preferred or secured claim.

8.7 Compliance with Section 409A. This Agreement shall at all times be administered and the provisions of this Agreement shall be interpreted consistent with the requirements of Section 409A of the Code and any and all regulations thereunder, including such regulations as may be promulgated after the effective date of this Agreement.

8.8 Removal. Notwithstanding anything in this Agreement to the contrary, the Bank shall not distribute any benefit under this Agreement if the Executive is subject to a final removal or prohibition order issued pursuant to Section 8(e) of the Federal Deposit Insurance Act. Furthermore, any payments made to the Executive pursuant to this Agreement shall, if required comply with 12 U.S.C. 1828, FDIC Regulation 12 CFR Part 359 and any other regulations or guidance promulgated thereunder.

IN WITNESS WHEREOF, the Executive and a duly authorized Bank officer have signed this Agreement.

ACNB BANK

SALARY CONTINUATION AGREEMENT

BENEFICIARY DESIGNATION

I, _____________, designate the following as beneficiary of any death benefits under the Salary Continuation Agreement:

Primary:

Contingent:

I understand that I may change these beneficiary designations by filing a new written designation with the Bank. I further understand that the designations will be automatically revoked if the beneficiary predeceases me, or, if I have named my spouse as beneficiary, in the event of the dissolution of our marriage.

Accepted by the Bank this _____ day of ________________

Exhibit 99.4

Execution Version

ACNB BANK

SALARY CONTINUATION AGREEMENT

THIS AGREEMENT is made this 5 day of October, 2022 by and between ACNB BANK, located in Gettysburg, Pennsylvania, and Jason H. Weber (“Executive”).

INTRODUCTION

To encourage the Executive to remain an employee of the Bank the Bank entered into a Salary Continuation Agreement with Executive on January 31, 2022. In an effort to provide benefits in excess of the limitations imposed on qualified plans, and to continue to encourage the Executive to remain an employee of the Bank, the Bank is willing to provide additional salary continuation benefits to the Executive.

The purpose of this Agreement is to provide specified benefits to the Executive, a member of a select group of management or highly compensated employees who contribute materially to the continued growth, development and future business success of the Bank. This Agreement shall be unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended from time to time.

AGREEMENT

The Executive and the Bank, intending to be legally bound, agree as follows:

Article 1

Definitions

1.1 Definitions. Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

1.1.1 “Bank” means ACNB Bank and any successor thereto.

1.1.2 “Change of Control” means a change in the ownership or effective control of the Corporation or Bank or a change in the ownership of a substantial portion of the assets of the Corporation or Bank as defined in Code Section 409A and 16 C.F.R. § 1.409A-3(i)(5).

1.1.3 “Code” means the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder.

1.1.4 “Competing Business” means any person, firm, corporation, business or enterprise which is located or operates an office within fifty (50) miles of the Bank’s principal office at the time of the Executive’s Separation of Service and which is engaged in any business or activity that is or may be deemed to be competitive with any business or activity carried on by the Corporation, Bank, or their subsidiaries as of the date of the Executive’s Separation of Service.

1.1.5 “Corporation” means ACNB Corporation and any successor thereto.

1.1.6 “Normal Retirement Date” means the Executive attaining age 65, or his actual retirement date if after age 65.

1.1.7 “Separation of Service” or “Separates from Service” means termination of the Executive’s employment. Whether a Separation of Service has occurred is determined based on whether the facts and circumstances indicate that the Bank and the Executive reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Executive would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period.

1.1.8 “Specified Employee” means an employee who at the time of Separation of Service is a key employee of the Corporation or Bank, if any stock of the Corporation or Bank is publicly traded on an established securities market or otherwise. For purposes of this Agreement, an employee is a key employee if the employee meets the requirements of Code Section 416(i)(I)(A)(i), (ii) or (iii) (applied in accordance with the regulations thereunder and disregarding Section 416(i)(5)) at any time during the twelve (12) month period ending on December 31 (the “Identification Period”). If the employee is a key employee during an Identification Period, the employee is treated as a key employee for purposes of this Agreement during the twelve (12) month period that begins on the first day of April following the close of the Identification Period.

1.1.9 “2022 SERP” means the Salary Continuation Agreement entered into and between the Bank and the Executive on January 31, 2022, and including any subsequent amendments or restatements thereto.

Article 2

Retirement Benefits

2.1 Normal Retirement Benefit. If the Executive Separates from Service on or after the Executive’s Normal Retirement Date for reasons other than death, the Bank shall pay to the Executive the benefit described in this Section 2.1.

2.1.1 Amount of Benefit. The annual benefit under this Section 2.1 is $92,500.00. The amount shall be in addition to the amounts received under the 2022 SERP.

2.1.2 Payment of Benefit. The Bank shall pay the annual benefit to the Executive in twelve (12) equal monthly installments payable on the first day of each month commencing with the month following the Executive’s Separation of Service and continuing for the greater of the Executive’s life or an additional 179 months.

2.2 Early Retirement Benefit. If the Executive Separates from Service before the Executive’s Normal Retirement Date for reasons other than death and a Change of Control has not occurred, the Bank shall pay to the Executive the benefit described in this Section 2.2.

2.2.1 Amount of Benefit. The annual benefit under this Section 2.2 is the benefit determined under Schedule A based on the date of the Executive’s Separation of Service.

2.2.2 Payment of Benefit. The Bank shall pay the annual benefit to the Executive in twelve (12) equal monthly installments payable on the first day of each month commencing with the month following the Executive’s Normal Retirement Date and continuing for the greater of the Executive’s life or an additional 179 months.

2.3 Change of Control Benefit. If a Change of Control has occurred and is followed by a Separation of Service, the Bank shall pay to the Executive the benefit described in this Section 2.3 in lieu of any other benefit under this Agreement.

2.3.1 Amount of Benefit. The annual benefit under this Section 2.3 is the Normal Retirement Benefit described in Section 2.1.1.

2.3.2 Payment of Benefit. The Bank shall pay the annual benefit to the Executive in twelve (12) equal monthly installments payable on the first day of each month commencing with the month following the Executive’s Normal Retirement Date and continuing for the greater of the Executive’s life or an additional 179 months.

2.4 Restriction on Timing of Distributions. Notwithstanding any provision of this Agreement to the contrary, if the Executive is considered a Specified Employee, the provisions of this Section 2.4 shall govern all distributions under this Article 2. If benefit distributions which would otherwise be made to the Executive due to a Separation of Service are limited because the Executive is a Specified Employee, then such distributions shall not be made during the first six (6) months following Separation of Service. Rather, any distribution which would otherwise be paid to the Executive during such period shall be accumulated and paid to the Executive in a lump sum on the first day of the seventh month following the Separation of Service. All subsequent distributions shall be paid in the manner specified in the appropriate subsection.

2.5 Distributions Upon Income Inclusion Under Section 409A of the Code. If, pursuant to Code Section 409A, the Federal Insurance Contributions Act or other state, local or foreign tax, the Executive becomes subject to tax on the amounts deferred hereunder, then the Bank may make a limited distribution to the Executive in accordance with the provisions of Treasury Regulations Section 1.409A-3.

2.6 Change in Form or Timing of Distributions. All changes in the form or timing of distributions hereunder must comply with the following requirements. The changes:

Article 3

Survivor Benefits

3.1 Death During Active Service. If the Executive dies while in the active service of the Bank, the Bank shall pay to the Executive’s beneficiary the benefit described in this Section 3.1.

3.1.1 Amount of Benefit. The benefit under Section 3.1 is the benefit that would have been paid to the Executive under Section 2.1 calculated as if the date of the Executive’s death were the Executive’s Normal Retirement Date.

3.1.2 Payment of Benefit. The Bank shall pay the benefit to the beneficiary on the first day of each month commencing with the month following the Executive’s death and continuing for 179 additional months.

3.2 Death During Benefit Period. If the Executive dies after benefit payments have commenced under this Agreement but before receiving 180 monthly payments, the Bank shall pay the remaining benefits (up to the 180 monthly payments) to the Executive’s beneficiary at the same time and in the same amounts they would have been paid to the Executive had the Executive survived.

3.3 Death Following Active Service Before Benefits Commence. If the Executive is entitled to benefit payments under this Agreement, but dies prior to receiving said benefit payments, the Bank shall pay the Executive’s beneficiary the benefit described in this Section 3.3.

3.3.1 Amount of Benefit. The annual benefit under Section 3.3 is the vested benefit that would have been paid to the Executive pursuant to Schedule A.

3.3.2 Payment of Benefit. The Bank shall pay the annual benefit to the beneficiary in twelve (12) equal monthly installments payable on the first day of each month commencing with the month following the Executive’s death and continuing for 179 additional months.

3.4 Death After Change of Control. If the Executive dies following a Change of Control, provided the Executive was in active service at the time of the Change of Control, the Bank shall pay the Executive’s beneficiary the benefit described in this Section 3.4.

3.4.1 Amount of Benefit. The benefit under Section 3.4 is the benefit that would have been paid to the Executive under Section 2.1 calculated as if the date of the Executive’s death were the Executive’s Normal Retirement Date.

3.4.2 Payment of Benefit. The Bank shall pay the benefit to the beneficiary on the first day of each month commencing with the month following the Executive’s death and continuing for 179 additional months.

Article 4

Beneficiaries

4.1 Beneficiary Designations. The Executive shall designate a beneficiary by filing a written designation with the Bank. The Executive may revoke or modify the designation at any time by filing a new designation. However, designations shall only be effective if signed by the Executive and accepted by the Bank during the Executive’s lifetime. The Executive’s beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Executive, or if the Executive names a spouse as beneficiary and the marriage is subsequently dissolved. If the Executive dies without a valid beneficiary designation, all payments shall be made to the Executive’s surviving spouse, if any, and, if none, to the Executive’s surviving children and the descendants of any deceased child by right of representation, and, if no children or descendants survive, to the Executive’s estate.

4.2 Facility of Payment. If a benefit is payable to a minor, to a person declared incapacitated, or to a person incapable of handling the disposition of his or her property, the Bank may pay such benefit to the guardian, legal representative, or person having the care or custody of such minor, incapacitated person or incapable person. The Bank may require proof of incapacity, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Bank from all liability with respect to such benefit.

Article 5

General Limitations

5.1 Termination of Employment for the Commission of a Felony. Notwithstanding any provision of this Agreement to the contrary, the Bank shall not pay any benefit under this Agreement if the Bank terminates the Executive’s employment for the commission of a felony involving the Bank or Bank property.

5.2 Noncompetition.

5.2.1 If the Executive experiences a Separation of Service before the Executive’s Normal Retirement Date, and no Change of Control has occurred, then no benefits shall be payable under this Agreement, if the Executive, without the written consent of the Bank, engages, directly or indirectly, either for his own account or as agent, consultant, employee, partner, officer, director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly owned company) or otherwise in a Competing Business within five (5) years after the date of the Executive’s Separation of Service; provided, however, the restrictions of this Section 5.2.1 shall not extend longer than three (3) years after the date on which the Executive begins to receive benefits under this Agreement.

5.2.2 If the Executive experiences a Separation of Service on or after the Executive’s Normal Retirement Date, and no Change of Control has occurred, then no benefits shall be payable under this Agreement, if the Executive, without the written consent of the Bank, engages, directly or indirectly, either for his own account or as agent, consultant, employee, partner, officer, director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly owned company) or otherwise in a Competing Business within three (3) years after the date on which the Executive begins to receive benefits under this Agreement.

5.2.3 If a Change of Control occurs after the date of this Agreement, then this Section 5.2 shall not apply.

Article 6

Claims and Review Procedures

6.1 Claims Procedure. The Bank shall notify the Executive or the Executive’s beneficiary in writing, within ninety (90) days of his or her written application for benefits, of his or her eligibility or non-eligibility for benefits under the Agreement. If the Bank determines that the Executive or beneficiary is not eligible for benefits or full benefits, the notice shall set forth (1) the specific reasons for such denial, (2) a specific reference to the provisions of the Agreement on which the denial is based, (3) a description of any additional information or material necessary for the claimant to perfect his or her claim and a description of why it is needed and (4) an explanation of the Agreement’s claims review procedure and other appropriate information as to the steps to be taken if the Executive or beneficiary wishes to have the claim reviewed. If the Bank determines that there are special circumstances requiring additional time to make a decision, the Bank shall notify the Executive or beneficiary of the special circumstances and the date by which a decision is expected to be made and may extend the time for up to an additional ninety (90) day period.

6.2 Review Procedure. If the Executive or beneficiary is determined by the Bank not to be eligible for benefits, or if the Executive or beneficiary believes that he or she is entitled to greater or different benefits, the Executive or beneficiary shall have the opportunity to have such claim reviewed by the Bank by filing a petition for review with the Bank within sixty (60) days after receipt of the notice issued by the Bank. Said petition shall state the specific reasons which the Executive or beneficiary believes entitle him or her to benefits or to greater or different benefits. Within sixty (60) days after receipt by the Bank of the petition, the Bank shall afford the Executive or beneficiary (and counsel, if any) an opportunity to present his or her position to the Bank orally or in writing, and the Executive or beneficiary (or counsel) shall have the right to review the pertinent documents. The Bank shall notify the Executive or beneficiary of its decision in writing within the sixty (60) day period, stating specifically the basis of its decision, written in a manner calculated to be understood by the Executive or beneficiary and the specific provisions of the Agreement on which the decision is based. If, because of the need for a hearing, the sixty (60) day period is not sufficient, the decision may be deferred for up to another sixty (60) day period at the election of the Bank but notice of this deferral shall be given to the Executive or beneficiary.

Article 7

Amendments and Termination

7.1 Amendments. This Agreement may be amended only by a written agreement signed by the Bank and the Executive. However, the Bank may unilaterally amend this Agreement to conform with written directives from its banking regulators or to comply with changes of law or tax law, including without limitation Section 409A of the Code and any and all Treasury Regulations and guidance promulgated thereunder. Notwithstanding anything in this Agreement to the contrary, the Agreement may be amended by the Bank at any time, if found necessary in the opinion of the Bank, (1) to ensure that the Agreement is characterized as plan of deferred compensation maintained for a select group of management or highly compensated employees as described under ERISA, (2) to conform the Agreement to the requirements of any applicable law or (3) to comply with the written instructions of the Bank’s auditors or banking regulators.

7.2 Plan Termination Generally. This Agreement may be terminated only by a written agreement signed by the Bank and the Executive. Unless otherwise specified herein, the benefit under Section 7.2 shall be the dollar amount that the Bank should have accrued with respect to the obligations hereunder as of the date the Agreement is terminated, the Accrued Benefit as defined in the next sentence. The Accrued Benefit means the dollar value of the liability that should be accrued by the Bank under Generally Accepted Accounting Principles, for the Bank’s obligations to the Executive under the Agreement, calculated by applying Accounting Standards Codification 710-10 or any successor standard or pronouncement thereto. Except as provided in Section 7.3, the termination of this Agreement shall not cause a distribution of benefits under this Agreement. Rather, after such termination, benefit distributions will be made at the earliest distribution event permitted under Article 2 or Article 3.

7.3 Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2 and subject to the requirements of Code Section 409A and Treasury Regulation § 1.409A-3(j)(4)(ix), if this Agreement terminates in the following circumstances:

then if this Agreement terminates under Section 7.3(a), the Bank may distribute the actuarial equivalent of the present value of the Change of Control Benefit provided in Section 2.3 using a discount rate of five percent (5%) to the Executive in a lump sum subject to the above terms, or then if this Agreement terminates under Section 7.3(b) or Section 7.3(c), the Bank may distribute the Accrued Benefit, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

Article 8

Miscellaneous

8.1 Binding Effect. This Agreement shall bind the Executive and the Bank, and their beneficiaries, survivors, executors, successors, administrators, and transferees.

8.2 No Guaranty of Employment. This Agreement is not an employment policy or contract. It does not give the Executive the right to remain an employee of the Bank, nor does it interfere with the Bank’s right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive’s right to terminate employment at any time.

8.3 Non-Transferability. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

8.4 Tax Withholding. The Bank shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.

8.5 Applicable Law. The Agreement and all rights hereunder shall be governed by the laws of Pennsylvania, except to the extent preempted by the laws of the United States of America.

8.6 Unfunded Arrangement. The Executive and beneficiary are general unsecured creditors of the Bank for the payment of benefits under this Agreement. The benefits represent the mere promise by the Bank to pay such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Executive’s life is a general asset of the Bank to which the Executive and beneficiary have no preferred or secured claim.

8.7 Compliance with Section 409A. This Agreement shall at all times be administered and the provisions of this Agreement shall be interpreted consistent with the requirements of Section 409A of the Code and any and all regulations thereunder, including such regulations as may be promulgated after the effective date of this Agreement.

8.8 Removal. Notwithstanding anything in this Agreement to the contrary, the Bank shall not distribute any benefit under this Agreement if the Executive is subject to a final removal or prohibition order issued pursuant to Section 8(e) of the Federal Deposit Insurance Act. Furthermore, any payments made to the Executive pursuant to this Agreement shall, if required comply with 12 U.S.C. 1828, FDIC Regulation 12 CFR Part 359 and any other regulations or guidance promulgated thereunder.

IN WITNESS WHEREOF, the Executive and a duly authorized Bank officer have signed this Agreement.

ACNB BANK

SALARY CONTINUATION AGREEMENT

BENEFICIARY DESIGNATION

I, _____________, designate the following as beneficiary of any death benefits under the Salary Continuation Agreement:

Primary:

Contingent:

I understand that I may change these beneficiary designations by filing a new written designation with the Bank. I further understand that the designations will be automatically revoked if the beneficiary predeceases me, or, if I have named my spouse as beneficiary, in the event of the dissolution of our marriage.

Accepted by the Bank this _____ day of ________________

Exhibit 99.5

Execution Version

FIRST AMENDMENT TO 

ACNB BANK 

SALARY CONTINUATION AGREEMENT

THIS FIRST AMENDMENT (the “Amendment”) is adopted, made and agreed to this ___5__ day of ___October___ 2022, by and between ACNB Bank (the “Bank”) and James P. Helt (the “Executive”).

WHEREAS, the Bank and the Executive are parties to a Salary Continuation Agreement dated November 27, 2018 (the “Agreement”) which provides deferred compensation benefits to the Executive under certain circumstances. The parties now wish to amend the Agreement pursuant to and as provided by this Amendment.

NOW THEREFORE, in consideration of the mutual promises contained herein, the Bank and the Executive, intending to be legally bound hereby, agree to the following amendment to the Agreement effective as of the date hereof.

Article 7 of the Agreement shall be deleted in its entirety and amended and replaced in its entirety with the following:

Article 7 

Amendments and Termination

7.1 Amendments. This Agreement may be amended only by a written agreement signed by the Bank and the Executive. However, the Bank may unilaterally amend this Agreement to conform with written directives from its banking regulators or to comply with changes of law or tax law, including without limitation Section 409A of the Code and any and all Treasury Regulations and guidance promulgated thereunder. Notwithstanding anything in this Agreement to the contrary, the Agreement may be amended by the Bank at any time, if found necessary in the opinion of the Bank, (1) to ensure that the Agreement is characterized as plan of deferred compensation maintained for a select group of management or highly compensated employees as described under ERISA, (2) to conform the Agreement to the requirements of any applicable law or (3) to comply with the written instructions of the Bank’s auditors or banking regulators.

7.2 Plan Termination Generally. This Agreement may be terminated only by a written agreement signed by the Bank and the Executive. Unless otherwise specified herein, the benefit under Section 7.2 shall be the dollar amount that the Bank should have accrued with respect to the obligations hereunder as of the date the Agreement is terminated, the Accrued Benefit as defined in the next sentence. The Accrued Benefit means the dollar value of the liability that should be accrued by the Bank under Generally Accepted Accounting Principles, for the Bank’s obligations to the Executive under the Agreement, calculated by applying Accounting Standards Codification 710-10 or any successor standard or pronouncement thereto. Except as provided in Section 7.3, the termination of this Agreement shall not cause a distribution of benefits under this Agreement. Rather, after such termination, benefit distributions will be made at the earliest distribution event permitted under Article 2 or Article 3.

7.3 Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2 and subject to the requirements of Code Section 409A and Treasury Regulation § 1.409A-3(j)(4)(ix), if this Agreement terminates in the following circumstances:

then if this Agreement terminates under Section 7.3(a), the Bank may distribute the actuarial equivalent of the present value of the Change of Control Benefit provided in Section 2.3 using a discount rate of five percent (5%) to the Executive in a lump sum subject to the above terms, or then if this Agreement terminates under Section 7.3(b) or Section 7.3(c), the Bank may distribute the Accrued Benefit, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

This Amendment shall constitute an amendment to the Agreement as provided in and pursuant to Section 7.1 of the Agreement.

Exhibit 99.7

Execution Version

FIRST AMENDMENT TO 

ACNB BANK 

SALARY CONTINUATION AGREEMENT

THIS FIRST AMENDMENT (the “Amendment”) is adopted, made and agreed to this ___5__ day of ___October___ 2022, by and between ACNB Bank (the “Bank”) and Jason H. Weber (the “Executive”).

WHEREAS, the Bank and the Executive are parties to a Salary Continuation Agreement dated January 31, 2022 (the “Agreement”) which provides deferred compensation benefits to the Executive under certain circumstances. The parties now wish to amend the Agreement pursuant to and as provided by this Amendment.

NOW THEREFORE, in consideration of the mutual promises contained herein, the Bank and the Executive, intending to be legally bound hereby, agree to the following amendment to the Agreement effective as of the date hereof.

Article 7 of the Agreement shall be deleted in its entirety and amended and replaced in its entirety with the following:

Article 7 

Amendments and Termination

7.1 Amendments. This Agreement may be amended only by a written agreement signed by the Bank and the Executive. However, the Bank may unilaterally amend this Agreement to conform with written directives from its banking regulators or to comply with changes of law or tax law, including without limitation Section 409A of the Code and any and all Treasury Regulations and guidance promulgated thereunder. Notwithstanding anything in this Agreement to the contrary, the Agreement may be amended by the Bank at any time, if found necessary in the opinion of the Bank, (1) to ensure that the Agreement is characterized as plan of deferred compensation maintained for a select group of management or highly compensated employees as described under ERISA, (2) to conform the Agreement to the requirements of any applicable law or (3) to comply with the written instructions of the Bank’s auditors or banking regulators.

7.2 Plan Termination Generally. This Agreement may be terminated only by a written agreement signed by the Bank and the Executive. Unless otherwise specified herein, the benefit under Section 7.2 shall be the dollar amount that the Bank should have accrued with respect to the obligations hereunder as of the date the Agreement is terminated, the Accrued Benefit as defined in the next sentence. The Accrued Benefit means the dollar value of the liability that should be accrued by the Bank under Generally Accepted Accounting Principles, for the Bank’s obligations to the Executive under the Agreement, calculated by applying Accounting Standards Codification 710-10 or any successor standard or pronouncement thereto. Except as provided in Section 7.3, the termination of this Agreement shall not cause a distribution of benefits under this Agreement. Rather, after such termination, benefit distributions will be made at the earliest distribution event permitted under Article 2 or Article 3.

7.3 Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2 and subject to the requirements of Code Section 409A and Treasury Regulation § 1.409A-3(j)(4)(ix), if this Agreement terminates in the following circumstances:

then if this Agreement terminates under Section 7.3(a), the Bank may distribute the actuarial equivalent of the present value of the Change of Control Benefit provided in Section 2.3 using a discount rate of five percent (5%) to the Executive in a lump sum subject to the above terms, or then if this Agreement terminates under Section 7.3(b) or Section 7.3(c), the Bank may distribute the Accrued Benefit, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

This Amendment shall constitute an amendment to the Agreement as provided in and pursuant to Section 7.1 of the Agreement.

Exhibit 99.8

ACNB BANK

SALARY CONTINUATION AGREEMENT

THIS AGREEMENT is made this _31st_ day of _January_, 2022 by and between ACNB BANK, located in Gettysburg, Pennsylvania, and JASON H. WEBER (“Executive”).

INTRODUCTION

To encourage the Executive to remain an employee of the Bank and to provide benefits in excess of the limitations imposed on qualified plans, the Bank is willing to provide additional salary continuation benefits to the Executive.

AGREEMENT

The Executive and the Bank, intending to be legally bound, agree as follows:

Article 1 

Definitions

1.1 Definitions. Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

1.1.1 “Bank” means ACNB Bank and any successor thereto.

1.1.2 “Change of Control” means a change in the ownership or effective control of the Corporation or Bank or a change in the ownership of a substantial portion of the assets of the Corporation or Bank as defined in Code Section 409A and 16 C.F.R. § 1.409A-3(i)(5).

1.1.3 “Code” means the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder.

1.1.4 “Competing Business” means any person, firm, corporation, business or enterprise which is located or operates an office within fifty (50) miles of the Bank’s principal office at the time of the Executive’s Separation of Service and which is engaged in any business or activity that is or may be deemed to be competitive with any business or activity carried on by the Corporation, Bank, or their subsidiaries as of the date of the Executive’s Separation of Service.

1.1.5 “Corporation” means ACNB Corporation and any successor thereto.

1.1.6 “Normal Retirement Date” means the Executive attaining age 65, or his actual retirement date if after age 65.

1.1.7 “Separation of Service” or “Separates from Service” means termination of the Executive’s employment. Whether a Separation of Service has occurred is determined based on whether the facts and circumstances indicate that the Bank and the Executive reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Executive would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period.

1.1.8 “Specified Employee” means an employee who at the time of Separation of Service is a key employee of the Corporation or Bank, if any stock of the Corporation or Bank is publicly traded on an established securities market or otherwise. For purposes of this Agreement, an employee is a key employee if the employee meets the requirements of Code Section 416(i)(I)(A)(i), (ii) or (iii) (applied in accordance with the regulations thereunder and disregarding Section 416(i)(5)) at any time during the twelve (12) month period ending on December 31 (the “Identification Period”). If the employee is a key employee during an Identification Period, the employee is treated as a key employee for purposes of this Agreement during the twelve (12) month period that begins on the first day of April following the close of the Identification Period.

Article 2 

Retirement Benefits

2.1 Normal Retirement Benefit. If the Executive Separates from Service on or after the Executive’s Normal Retirement Date for reasons other than death, the Bank shall pay to the Executive the benefit described in this Section 2.1.

2.1.1 Amount of Benefit. The annual benefit under this Section 2.1 is $65,000.

2.1.2 Payment of Benefit. The Bank shall pay the annual benefit to the Executive in twelve (12) equal monthly installments payable on the first day of each month commencing with the month following the Executive’s Separation of Service and continuing for the greater of the Executive’s life or an additional 179 months.

2.2 Early Retirement Benefit. If the Executive Separates from Service before the Executive’s Normal Retirement Date for reasons other than death and a Change of Control has not occurred, the Bank shall pay to the Executive the benefit described in this Section 2.2.

2.2.1 Amount of Benefit. The annual benefit under this Section 2.2 is the benefit determined under Schedule A based on the date of the Executive’s Separation of Service.

2.2.2 Payment of Benefit. The Bank shall pay the annual benefit to the Executive in twelve (12) equal monthly installments payable on the first day of each month commencing with the month following the Executive’s Normal Retirement Date and continuing for the greater of the Executive’s life or an additional 179 months.

2.3 Change of Control Benefit. If a Change of Control has occurred and is followed by a Separation of Service, the Bank shall pay to the Executive the benefit described in this Section 2.3 in lieu of any other benefit under this Agreement.

2.3.1 Amount of Benefit. The annual benefit under this Section 2.3 is the Normal Retirement Benefit described in Section 2.1.1.

2.3.2 Payment of Benefit. The Bank shall pay the annual benefit to the Executive in twelve (12) equal monthly installments payable on the first day of each month commencing with the month following the Executive’s Normal Retirement Date and continuing for the greater of the Executive’s life or an additional 179 months.

2.4 Restriction on Timing of Distributions. Notwithstanding any provision of this Agreement to the contrary, if the Executive is considered a Specified Employee, the provisions of this Section 2.4 shall govern all distributions under this Article 2. If benefit distributions which would otherwise be made to the Executive due to a Separation of Service are limited because the Executive is a Specified Employee, then such distributions shall not be made during the first six (6) months following Separation of Service. Rather, any distribution which would otherwise be paid to the Executive during such period shall be accumulated and paid to the Executive in a lump sum on the first day of the seventh month following the Separation of Service. All subsequent distributions shall be paid in the manner specified in the appropriate subsection.

2.5 Distributions Upon Income Inclusion Under Section 409A of the Code. If, pursuant to Code Section 409A, the Federal Insurance Contributions Act or other state, local or foreign tax, the Executive becomes subject to tax on the amounts deferred hereunder, then the Bank may make a limited distribution to the Executive in accordance with the provisions of Treasury Regulations Section 1.409A-3.

2.6 Change in Form or Timing of Distributions. All changes in the form or timing of distributions hereunder must comply with the following requirements. The changes:

Article 3 

Survivor Benefits

3.1 Death During Active Service. If the Executive dies while in the active service of the Bank, the Bank shall pay to the Executive’s beneficiary the benefit described in this Section 3.1.

3.1.1 Amount of Benefit. The benefit under Section 3.1 is the benefit that would have been paid to the Executive under Section 2.1 calculated as if the date of the Executive’s death were the Executive’s Normal Retirement Date.

3.1.2 Payment of Benefit. The Bank shall pay the benefit to the beneficiary on the first day of each month commencing with the month following the Executive’s death and continuing for 179 additional months.

3.2 Death During Benefit Period. If the Executive dies after benefit payments have commenced under this Agreement but before receiving 180 monthly payments, the Bank shall pay the remaining benefits (up to the 180 monthly payments) to the Executive’s beneficiary at the same time and in the same amounts they would have been paid to the Executive had the Executive survived.

3.3 Death Following Active Service Before Benefits Commence. If the Executive is entitled to benefit payments under this Agreement, but dies prior to receiving said benefit payments, the Bank shall pay the Executive’s beneficiary the benefit described in this Section 3.3.

3.3.1 Amount of Benefit. The annual benefit under Section 3.3 is the vested benefit that would have been paid to the Executive pursuant to Schedule A.

3.3.2 Payment of Benefit. The Bank shall pay the annual benefit to the beneficiary in twelve (12) equal monthly installments payable on the first day of each month commencing with the month following the Executive’s death and continuing for 179 additional months.

3.4 Death After Change of Control. If the Executive dies following a Change of Control, provided the Executive was in active service at the time of the Change of Control, the Bank shall pay the Executive’s beneficiary the benefit described in this Section 3.4.

3.4.1 Amount of Benefit. The benefit under Section 3.4 is the benefit that would have been paid to the Executive under Section 2.1 calculated as if the date of the Executive’s death were the Executive’s Normal Retirement Date.

3.4.2 Payment of Benefit. The Bank shall pay the benefit to the beneficiary on the first day of each month commencing with the month following the Executive’s death and continuing for 179 additional months.

Article 4 

Beneficiaries

4.1 Beneficiary Designations. The Executive shall designate a beneficiary by filing a written designation with the Bank. The Executive may revoke or modify the designation at any time by filing a new designation. However, designations shall only be effective if signed by the Executive and accepted by the Bank during the Executive’s lifetime. The Executive’s beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Executive, or if the Executive names a spouse as beneficiary and the marriage is subsequently dissolved. If the Executive dies without a valid beneficiary designation, all payments shall be made to the Executive’s surviving spouse, if any, and, if none, to the Executive’s surviving children and the descendants of any deceased child by right of representation, and, if no children or descendants survive, to the Executive’s estate.

4.2 Facility of Payment. If a benefit is payable to a minor, to a person declared incapacitated, or to a person incapable of handling the disposition of his or her property, the Bank may pay such benefit to the guardian, legal representative, or person having the care or custody of such minor, incapacitated person or incapable person. The Bank may require proof of incapacity, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Bank from all liability with respect to such benefit.

Article 5 

General Limitations

5.1 Termination of Employment for the Commission of a Felony. Notwithstanding any provision of this Agreement to the contrary, the Bank shall not pay any benefit under this Agreement if the Bank terminates the Executive’s employment for the commission of a felony involving the Bank or Bank property.

5.2 Noncompetition.

5.2.1 If the Executive experiences a Separation of Service before the Executive’s Normal Retirement Date, and no Change of Control has occurred, then no benefits shall be payable under this Agreement, if the Executive, without the written consent of the Bank, engages, directly or indirectly, either for his own account or as agent, consultant, employee, partner, officer, director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly owned company) or otherwise in a Competing Business within five (5) years after the date of the Executive’s Separation of Service; provided, however, the restrictions of this Section 5.2.1 shall not extend longer than three (3) years after the date on which the Executive begins to receive benefits under this Agreement.

5.2.2 If the Executive experiences a Separation of Service on or after the Executive’s Normal Retirement Date, and no Change of Control has occurred, then no benefits shall be payable under this Agreement, if the Executive, without the written consent of the Bank, engages, directly or indirectly, either for his own account or as agent, consultant, employee, partner, officer, director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly owned company) or otherwise in a Competing Business within three (3) years after the date on which the Executive begins to receive benefits under this Agreement.

5.2.3 If a Change of Control occurs after the date of this Agreement, then this Section 5.2 shall not apply.

Article 6 

Claims and Review Procedures

6.1 Claims Procedure. The Bank shall notify the Executive or the Executive’s beneficiary in writing, within ninety (90) days of his or her written application for benefits, of his or her eligibility or non-eligibility for benefits under the Agreement. If the Bank determines that the Executive or beneficiary is not eligible for benefits or full benefits, the notice shall set forth (1) the specific reasons for such denial, (2) a specific reference to the provisions of the Agreement on which the denial is based, (3) a description of any additional information or material necessary for the claimant to perfect his or her claim and a description of why it is needed and (4) an explanation of the Agreement’s claims review procedure and other appropriate information as to the steps to be taken if the Executive or beneficiary wishes to have the claim reviewed. If the Bank determines that there are special circumstances requiring additional time to make a decision, the Bank shall notify the Executive or beneficiary of the special circumstances and the date by which a decision is expected to be made and may extend the time for up to an additional ninety (90) day period.

6.2 Review Procedure. If the Executive or beneficiary is determined by the Bank not to be eligible for benefits, or if the Executive or beneficiary believes that he or she is entitled to greater or different benefits, the Executive or beneficiary shall have the opportunity to have such claim reviewed by the Bank by filing a petition for review with the Bank within sixty (60) days after receipt of the notice issued by the Bank. Said petition shall state the specific reasons which the Executive or beneficiary believes entitle him or her to benefits or to greater or different benefits. Within sixty (60) days after receipt by the Bank of the petition, the Bank shall afford the Executive or beneficiary (and counsel, if any) an opportunity to present his or her position to the Bank orally or in writing, and the Executive or beneficiary (or counsel) shall have the right to review the pertinent documents. The Bank shall notify the Executive or beneficiary of its decision in writing within the sixty (60) day period, stating specifically the basis of its decision, written in a manner calculated to be understood by the Executive or beneficiary and the specific provisions of the Agreement on which the decision is based. If, because of the need for a hearing, the sixty (60) day period is not sufficient, the decision may be deferred for up to another sixty (60) day period at the election of the Bank but notice of this deferral shall be given to the Executive or beneficiary.

Article 7

Amendments and Termination

7.1 Amendments. This Agreement may be amended only by a written agreement signed by the Bank and the Executive. However, the Bank may unilaterally amend this Agreement to conform with written directives from its banking regulators or to comply with legislative changes or tax law, including without limitation Section 409A of the Code and any and all Treasury Regulations and guidance promulgated thereunder.

7.2 Plan Termination Generally. This Agreement may be terminated only by a written agreement signed by the Bank and the Executive. The benefit hereunder shall be the amount the Bank has accrued with respect to the obligations hereunder as of the date the Agreement is terminated. Except as provided in Section 7.3, the termination of this Agreement shall not cause a distribution of benefits under this Agreement. Rather, after such termination, benefit distributions will be made at the earliest distribution event permitted under Article 2 or Article 3.

7.3 Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if this Agreement terminates in the following circumstances:

the Bank may distribute the amount accrued by the Bank with respect to the Bank’s obligations hereunder, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

Article 8 

Miscellaneous

8.1 Binding Effect. This Agreement shall bind the Executive and the Bank, and their beneficiaries, survivors, executors, successors, administrators, and transferees.

8.2 No Guaranty of Employment. This Agreement is not an employment policy or contract. It does not give the Executive the right to remain an employee of the Bank, nor does it interfere with the Bank’s right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive’s right to terminate employment at any time.

8.3 Non-Transferability. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

8.4 Tax Withholding. The Bank shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.

8.5 Applicable Law. The Agreement and all rights hereunder shall be governed by the laws of Pennsylvania, except to the extent preempted by the laws of the United States of America.

8.6 Unfunded Arrangement. The Executive and beneficiary are general unsecured creditors of the Bank for the payment of benefits under this Agreement. The benefits represent the mere promise by the Bank to pay such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Executive’s life is a general asset of the Bank to which the Executive and beneficiary have no preferred or secured claim.

8.7 Compliance with Section 409A. This Agreement shall at all times be administered and the provisions of this Agreement shall be interpreted consistent with the requirements of Section 409A of the Code and any and all regulations thereunder, including such regulations as may be promulgated after the effective date of this Agreement.

IN WITNESS WHEREOF, the Executive and a duly authorized Bank officer have signed this Agreement.

ACNB BANK 

SALARY CONTINUATION AGREEMENT 

BENEFICIARY DESIGNATION

I, Jason H. Weber, designate the following as beneficiary of any death benefits under the Salary Continuation Agreement:

Primary:

________________________________________________                                    ______%

________________________________________________                                    ______%

Contingent:

________________________________________________                                    ______%

________________________________________________                                    ______%

________________________________________________                                    ______%

I understand that I may change these beneficiary designations by filing a new written designation with the Bank. I further understand that the designations will be automatically revoked if the beneficiary predeceases me, or, if I have named my spouse as beneficiary, in the event of the dissolution of our marriage.

Accepted by the Bank this _____ day of ________________