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): J anuary 23 , 2014
EMBASSY BANCORP, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
|
|
|
Pennsylvania |
|
000-1449794 |
|
26-3339011 |
|||
|
(State or other jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
|||
|
of incorporation) |
|
|
|
|
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: |
|||||
|
|
|
|
|
|
|
|
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|||||
|
|
|
|
|
|
|
|
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|||||
|
|
|
|
|
|
|
|
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|||||
|
|
|||||
|
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
|||||
Item 5.02 Compensatory Arrangements of Certain Officers
On January 23, 2014, 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 |
$ 127,000 |
$143,096 |
|
Judith A. Hunsicker |
Amended and Restated Supplemental Executive Retirement Plan Agreement dated November 19, 2010 |
$178,500 |
$189,185 |
|
James R. Bartholomew |
Amended and Restated Supplemental Executive Retirement Plan Agreement dated November 19, 2010 |
$112,800 |
$119,629 |
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. 3 to Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and David M. Lobach, Jr., dated January 23 , 2014.
10.2 Amendment No. 3 to Amended and Restated Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and Judit h A. Hunsicker, dated January 23 , 2014.
10.3 Amendment No. 3 to Amended and Restated Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and James R. Bartholomew, dated January 23 , 2014.
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 23 , 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 |
|
10.1 Amendment No. 3 to Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and David M. Lobach, Jr., dated January 23, 2014.
10.2 Amendment No. 3 to Amended and Restated Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and Judith A. Hunsicker, dated January 23, 2014.
10.3 Amendment No. 3 to Amended and Restated Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and James R. Bartholomew, dated January 23, 2014.
Exhibit 10.1
|
|
|
THIS AMENDMENT NO. 3 TO SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT (“Amendment”) is made as of the 23rd day of January, 2014, 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 $143,096. |
|
|
|
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/ Mark A. Casciano |
|
By: /s/ Judith A Hunsicker |
||
|
|
|
|
||
|
WITNESS: |
|
EXECUTIVE |
||
|
|
|
|
||
|
/s/ Mark A. Casciano |
|
By: /s/ David M. Lobach, Jr. |
||
Exhibit 10.2
|
|
|
THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT (“Amendment”) is made as of the 23rd day of January, 2014, 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 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 $1 89 , 185 . |
|
|
|
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/ Mark A. Casciano |
|
By: /s/ David M. Lobach, Jr. |
||
|
|
|
|
||
|
WITNESS: |
|
EXECUTIVE |
||
|
|
|
|
||
|
/s/ Mark A. Casciano |
|
By: /s/ Judith A. Hunsicker |
||
Exhibit 10.3
|
|
|
THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT (“Amendment”) is made as of the 23rd day of January, 2014, 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 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 $1 19 , 629 . |
|
|
|
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/ Judith A. Hunsicker |
|
By: /s/ David M. Lobach, Jr. |
||
|
|
|
|
||
|
WITNESS: |
|
EXECUTIVE |
||
|
|
|
|
||
|
/s/ Judith A. Hunsicker |
|
By: /s/ James R. Bartholomew |
||