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): December 20, 2017
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 December 2 0 , 201 7 , 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 Judith A. Hunsicker, Chief Financial Officer, and James R. Bartholomew, Executive Vice President, respectively, of the Company and the Bank. Additionally, in lieu of an increase in the amounts payable under his existing supplemental executive retirement plan agreements, the Company issued to David M. Lobach, Jr., Chairman, President and Chief Executive Officer of the Company and the Bank, ten thousand nine ( 10,009 ) shares of restricted stock pursuant to the Company’s 2010 Stock Incentive Plan, all as more fully described below.
Supplemental Retirement Plan 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 |
|
Judith A. Hunsicker |
Supplemental Executive Retirement Plan Agreement dated December 23, 2015 |
$ 24,385 |
$ 38,268 |
|
James R. Bartholomew |
Supplemental Executive Retirement Plan Agreement dated December 23, 2015 |
$ 15,420 |
$ 24,198 |
The foregoing description of the Amendments is qualified in its entirety by reference to the actual Amendments filed herewith as Exhibits 10.1 and 10.2 , 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 December 29, 2015 , which description is incorporated herein by reference.
Grant of Restricted Stock
On December 2 0 , 201 7 , the Company issued to Mr. Lobach ten thousand nine (10,009) shares of restricted stock pursuant to the Company’s 2010 Stock Incentive Plan. On December 2 0 , 201 7 , the shares had an aggregate fair market value of $ 156,594.81 . The shares were issued in lieu of a periodic increase in the benefits payable under the existing supplemental executive retirement plan agreements between the Bank and Mr. Lobach.
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 Judith A. Hunsicker dated December 2 0 , 201 7 .
10.2 Amendment No. 2 to Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and James R. Bartholomew dated December 2 0 , 201 7 .
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: December 2 0 , 201 7 |
|
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. 2 to Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and Judith A. Hunsicker dated December 20 , 201 7 .
10.2 Amendment No. 2 to Supplemental Executive Retirement Plan Agreement between Embassy Bank for the Lehigh Valley and James R. Bartholomew dated December 2 0 , 201 7 .
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT
THIS AMENDMENT NO. 2 TO SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT (“Amendment”) is made as of the 20th day of December , 2017 , 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 December 23, 2015 (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 $ 38,268 .
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, Jr. |
|
|
|
|
|
|
|
WITNESS: |
|
EXECUTIVE |
|
|
|
|
|
|
|
/s/ Lynne M. Neel |
|
/s/ Judith A. Hunsicker |
|
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT
THIS AMENDMENT NO. 2 TO SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT (“Amendment”) is made as of the 20th day of December, 2017 , 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 December 23, 2015 (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 $ 24,198 .
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 |
|
/s/ James R. Bartholomew |
|