UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 1, 2013

EMBASSY BANCORP, INC.
(Exact name of registrant as specified in its charter)

Pennsylvania
 
000-1449794
 
26-3339011
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

100 Gateway Drive, Suite 100
   
Bethlehem, PA
 
18017
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (610) 882-8800

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o
Written communications pursuant tor Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 

Item 5.02
Compensatory Arrangements of Certain Officers.

On January 1, 2013, Embassy Bank for the Lehigh Valley (the “Bank”), the primary operating subsidiary of Embassy Bancorp, Inc. (the “Company”), entered into an amendment (the “Amendment”) to each of the supplemental executive retirement plan agreements between the Bank and David M. Lobach, Jr., Chairman, President and Chief Executive Officer, Judith A. Hunsicker, Chief Financial Officer, and James R. Bartholomew, Executive Vice President, identified in the table below (the “Agreements”). The Amendments provide solely for an increase in the amount of the annual benefit payable under the Agreements, as set forth in the table.
 
Name
Agreement
Prior Annual Benefit
New Annual Benefit
David M. Lobach, Jr.
Supplemental Executive Retirement Plan Agreement dated November 19, 2010
$50,000
$127,000
Judith A. Hunsicker
Amended and Restated Supplemental Executive Retirement Plan Agreement dated November 19, 2010
$165,000
$178,500
James R. Bartholomew
Amended and Restated Supplemental Executive Retirement Plan Agreement dated November 19, 2010
$95,000
$112,800

The foregoing description of the Amendments is qualified in its entirety by reference to the actual Amendments filed herewith as Exhibits 10.1, 10.2 and 10.3, which are incorporated herein by reference. The material terms of the Agreements were previously described in Item 5.02 of the Company’s Current Report on Form 8-K filed on November 23, 2010, which description is incorporated herein by reference.

Item 9.01.
Financial Statements and Exhibits.

(d)            Exhibits

 
Exhibit No.
Description

 
10.1
Amendment No. 2 to Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and David M. Lobach, Jr., dated January 1, 2013.

 
10.2
Amendment No. 2 to Amended and Restated Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and Judith A. Hunsicker, dated January 1, 2013.

 
10.3
Amendment No. 2 to Amended and Restated Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and James R. Bartholomew, dated January 1, 2013.

 
 
 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
EMBASSY BANCORP, INC.
 
         
Date: January 02, 2013
By:
/s / Judith A. Hunsicker
 
         
   
Name:
Judith A. Hunsicker
   
Title:
Senior Executive Vice President,
     
Chief Operating and Financial Officer

 
 
 

EXHIBIT INDEX

 
Exhibit No.
Description

 
Amendment No. 2 to Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and David M. Lobach, Jr., dated January 1, 2013.

 
Amendment No. 2 to Amended and Restated Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and Judith A. Hunsicker, dated January 1, 2013.

 
Amendment No. 2 to Amended and Restated Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and James R. Bartholomew, dated January 1, 2013.
 
 
Exhibit 10.1
 
AMENDMENT NO. 2 TO
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT

THIS AMENDMENT NO. 2 TO SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT (“Amendment”) is made as of the 1 st day of January, 2013, by and between DAVID M. LOBACH, JR. (“Executive”) and EMBASSY BANK FOR THE LEHIGH VALLEY, a Pennsylvania banking institution having its principal office in Bethlehem, Pennsylvania (the “Bank”).

WITNESSETH

WHEREAS , the Bank and the Executive entered into a Supplemental Executive Retirement Plan Agreement dated November 19, 2010 (as the same may be amended from time to time, the “SERP”), and

WHEREAS , the Bank and the Executive desire to amend the SERP to increase the amount of the benefit thereunder.

NOW, THEREFORE , in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1.           Section 1(b) of the SERP is hereby amended such that the Normal Retirement Supplemental Pension (as defined in the SERP) shall be $127,000.

2.           In all other respects, the SERP, as amended above, is hereby ratified and confirmed by the Bank and the Executive. All other provisions of the SERP shall remain in full force and effect as amended hereby.

IN WITNESS WHEREOF , the parties, each intending to be legally bound, have executed this Amendment as of the date, month and year first above written.

ATTEST:
 
EMBASSY BANK FOR THE LEHIGH VALLEY
         
/s/ Lynne M. Neel
 
By:
/s/ Judith A. Hunsicker
 
         
WITNESS:
 
EXECUTIVE
 
         
/s/ Lynne M. Neel
 
/s/David M. Lobach
 
 
 
Exhibit 10.2
 
AMENDMENT NO. 2 TO AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT

THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT (“Amendment”) is made as of the 1 st day of January, 2013, by and between JUDITH A. HUNSICKER (“Executive”) and EMBASSY BANK FOR THE LEHIGH VALLEY, a Pennsylvania banking institution having its principal office in Bethlehem, Pennsylvania (the “Bank”).

WITNESSETH

WHEREAS , the Bank and the Executive entered into an Amended and Restated Supplemental Executive Retirement Plan Agreement dated November 19, 2010 (as the same may be amended from time to time, the “SERP”), and

WHEREAS , the Bank and the Executive desire to amend the SERP to increase the amount of the benefit thereunder.

NOW, THEREFORE , in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1.           Paragraph 1(b) of the SERP is hereby amended to provide that the Normal Retirement Supplemental Pension (as defined in the SERP) shall be $178,500.

2.           In all other respects, the SERP, as amended above, is hereby ratified and confirmed by the Bank and the Executive. All other provisions of the SERP shall remain in full force and effect as amended hereby.

IN WITNESS WHEREOF , the parties, each intending to be legally bound, have executed this Amendment as of the date, month and year first above written.

ATTEST:
 
EMBASSY BANK FOR THE LEHIGH VALLEY
 
         
/s/ Lynne M. Neel
 
By:
/s/ David M. Lobach
 
         
WITNESS:
 
EXECUTIVE
 
         
/s/ Lynne M. Neel
 
/s/ Judith A. Hunsicker
 
 
 
Exhibit 10.3
 
AMENDMENT NO. 2 TO AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT

THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT (“Amendment”) is made as of the 1 st day of January, 2013, by and between JAMES R. BARTHOLOMEW (“Executive”) and EMBASSY BANK FOR THE LEHIGH VALLEY, a Pennsylvania banking institution having its principal office in Bethlehem, Pennsylvania (the “Bank”).

WITNESSETH
 
WHEREAS , the Bank and the Executive entered into an Amended and Restated Supplemental Executive Retirement Plan Agreement dated November 19, 2010 (as the same may be amended from time to time, the “SERP”); and

WHEREAS , the Bank and the Executive desire to amend the SERP to increase the amount of the benefit thereunder.

NOW, THEREFORE , in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1.           Paragraph 1(b) of the SERP is hereby amended to provide that the Normal Retirement Supplemental Pension (as defined in the SERP) shall be $112,800.

2.           In all other respects, the SERP, as amended above, is hereby ratified and confirmed by the Bank and the Executive. All other provisions of the SERP shall remain in full force and effect as amended hereby.

IN WITNESS WHEREOF , the parties, each intending to be legally bound, have executed this Amendment as of the date, month and year first above written.

ATTEST:
 
EMBASSY BANK FOR THE LEHIGH VALLEY
 
         
/s/ David M. Lobach
 
By:
/s/ Judith A. Hunsicker­
 
         
WITNESS:
 
EXECUTIVE
 
         
/s/ David M. Lobach
 
/s/ James R. Bartholomew