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 - March 25, 1998
ACNB CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 0-11783 23-2233457
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State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
675 Old Harrisburg Road,
Gettysburg, Pennsylvania 17325
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(Address of principal (Zip Code)
executive offices)
Registrant's telephone number including area code: )717) 334-3161
N/A
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(Former name or former address, if changed since last report)
Page 1 of 32 Sequentially Numbered Pages
Index to Exhibits Found on Page 4
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Item 1. Changes in Control of Registrant.
Not Applicable.
Item 2. Acquisition or Disposition of Assets.
Not Applicable.
Item 3. Bankruptcy or Receivership.
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable.
Item 5. Other Events.
The Registrant files this Current Report on Form 8-K to deliver
certain documents, by exhibit, to the Commission.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements and Exhibits.
Exhibits:
3(ii) Registrant's Bylaws, as amended.
99 Executive Employment Agreement, dated as of
January 1, 1998, between Adams County National
Bank, ACNB Corporation and Ronald L. Hankey.
Item 8. Change in Fiscal Year.
Not Applicable.
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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.
ACNB Corporation
(Registrant)
By: /s/ Ronald L. Hankey
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Ronald L. Hankey
(President and Chief Executive
Officer)
Dated: March 25, 1998
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EXHIBIT INDEX
Page Number
in Manually Signed
Exhibit No. Original
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3(ii) Registrant's Bylaws, as amended. 5
99 Executive Employment Agreement, 19
dated as of January 1, 1998,
between Adams County National
Bank, ACNB Corporation and
Ronald L. Hankey.
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EXHIBIT 3(ii)
BYLAWS OF
ACNB CORPORATION
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NOTICE TO ALL MEMBERS OF THE BOARD OF DIRECTORS OF
ACNB CORPORATION OF PROPOSED AMENDMENT TO THE BYLAWS OF ACNB CORPORATION
In order to comply with the provisions of ARTICLE VIII of the Bylaws of
ACNB Corportion concerning amendments to the ByLaws, you are hereby notified
that action will be taken on the following proposed amendment to the Bylaws of
ACNB Corporation at the next regular meeting of the Board of Directors to be
held October 17, 1989, viz:
PROPOSED AMENDMENT
Section 103 of Article I of the Bylaws, which now reads as follows:
"Section 103. Special Meetings. Special meetings of the shareholders may be
called at any time by the Board of Directors, or by the shareholders
entitled to cast at least one-third (1/3) of the vote which all
shareholders are entitled to cast at the particular meeting."
shall be deleted, and the following Section 103 substituted in lieu therof, viz:
"Section 103. Special Meetings. Special meetings of the shareholders may be
called at any time by the Board of Directors."
Dated: October 3, 1989
/s/ Ronald L. Hankey
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Ronald L. Hankey
President, ACNB Corporation
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BYLAWS
OF
ACNB CORPORATION
These Bylaws are supplemental to the Pennsylvania Business Corporation Law
and other applicable provisions of law, as the same shall from time to time be
in effect.
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 101. Place Of Meetings. All meetings of the shareholders shall be
held at such place or places, within or without the Commonwealth of
Pennsylvania, as shall be determined by the Board of Directors from time to
time.
Section 102. Annual Meetings. The annual meeting of the shareholders for
the election of Directors and the transaction of such other business as may
properly come before the meeting shall be held at the Registered Corporate
Office, or any convenient place duly authorized by the Board of Directors, at
such time as the Board of Directors shall fix; but if no such election is held
on that day, it may be held at any regular adjournment of the meeting or at a
subsequent special meeting called in accordance with the provisions of the laws
of the Commonwealth of Pennsylvania. Any business which is a proper subject for
shareholder action may be transacted at the annual meeting, irrespective of
whether the notice of said meeting contains any reference thereto, except as
otherwise provided by applicable law.
Section 103. Special Meetings. Special meetings of the shareholders may be
called at any time by the Board of Directors, or by the shareholders entitled to
cast at least one-third (1/3) of the vote which all shareholders ate entitled to
cast at the particular meeting.
Section 104. Conduct of Shareholders' Meetings. The Chief
Executive Officer shall preside at all shareholders' meetings. In the
absence of the Chief Executive Officer, the Chairman of the Board shall preside,
or in his absence, any Officer designated by the Board of Directors. The Officer
presiding over the shareholders' meeting may establish such rules and
regulations for the conduct of the meeting as he may deem to be reasonably
necessary or desirable for the orderly and expeditious conduct of the meeting.
Unless the Officer presiding over the shareholders' meeting otherwise requires,
shareholders need not vote by ballot on any question.
Section 105. Fixing the Number of Directors to be Elected in Each Class of
Directors. The shareholders shall, at each meeting for the election of
Directors, determine by resolution of a majority of the shareholders at such
meeting, how many Directors shall be elected to serve in each class of Directors
to be. elected at such meeting.
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ARTICLE II
DIRECTORS AND BOARD MEETINGS
Section 201. Management by Board of Directors. The business and affairs of
the Corporation shall be managed by its Board of Directors. The Board of
Directors may exercise all such powers of the Corporation and do all such lawful
acts and things as are not, by statute, regulation, the Articles of
Incorporation or these Bylaws, directed or required to be exercised or done by
the shareholders.
Section 202. Nominations of Directors. Nominations for election to the
Board of Directors of the Corporation may be made by the Board of Directors or
by any shareholder of any outstanding class of capital stock of the Corporation
entitled to vote for the election of Directors. Any shareholder who intends to
nominate or cause to have nominated any candidate for election to the Board of
Directors, other than any candidate nominated by the Board of Directors of the
Corporation, shall so notify the Secretary of the Corporation in writing not
less than 14 days prior to the date of any meeting of shareholders of the
Corporation called for the election of Directors. In such notification, the
class of Directors to which each proposed nominee is nominated must be
specified, if more than one class of Directors is to be elected at any meeting
of the shareholders called for the election of Directors.
In addition, such notification shall contain the following information to
the extent known by the notifying shareholder: (a) the name and address of each
proposed nominee; (b) the age of each proposed nominee; (c) the principal
occupation of each proposed nominee; (d) the number of shares of stock of the
Corporation owned by each proposed nominee; (e) the total number of shares of
stock cf the Corporation that to the knowledge of the notifying shareholder will
be voted for each proposed nominee; (f) the name and residence address of the
notifying shareholder; and (g) the number of shares of stock of the Corporation
owned by the notifying shareholder.
Any nomination for Director not made in accordance with this Section shall
be disregarded by the Chairman of the meeting, and votes cast for each such
nominee shall be disregarded by the judges of election. In the event that the
same person is nominated by more than one shareholder, if at least one
nomination for such person complies with this Section the nomination shall be
honored and all votes cast for such nominee shall be counted.
Section 203. Directors Must Be Shareholders. Every Director must be a
shareholder of the Corporation, and during the full term of his directorship,
shall own a minimum of One Thousand and 00/100 ($1,000.00) Dollars par value of
stock of the Corporation. Any Director shall forthwith cease to be a Director
when he no longer holds such shares, which fact shall be reported to the Board
of Directors by the Secretary, whereupon the Board of Directors shall declare
the seat of such Directors vacated.
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Section 204. Vacancies. Vacancies in the Board of Directors, including
vacancies resulting from an increase in the number of Directors, may be filled
by the remaining members of the Board even though less than a quorum. Any
Director elected to fill a vacancy in the Board of Directors shall become a
member of the same Class of Directors in which the vacancy existed; but if the
vacancy is due to an increase in the number of Directors, a majority of the
members of the Board of Directors shall designate such directorship as belonging
to Class 1, Class 2 or Class 3 so as to maintain the three (3) classes of
Directors as nearly equal in number as possible. Each Director so elected shall
be a Director until his successor is elected by the shareholders, who may make
such election at the next annual meeting of the shareholders or at any special
meeting duly called for that purpose and held prior thereto.
Section 205. Resignations. Any Director may resign at any time. Such
resignation shall be in writing, but the acceptance thereof shall not be
necessary to make it effective.
Section 206. Compensation of Directors . No Director shall be entitled to
any salary as such, but the Board of Directors may fix, from time to time, a
reasonable annual fee for acting as a Director and a reasonable fee to be paid
each Director for his services in attending meetings of the Board and meetings
of committees appointed by the Board. The Corporation may reimburse Directors
for expenses related to their duties as a member of the Board.
Section 207. Regular Meetings. Regular meetings of the Board of Directors
shall be held at the Registered Corporate Office, or any convenient place duly
authorized by the Board of Directors, at 2:00 p.m.,prevailing time, on the same
day as the annual meeting of shareholders of the Corporation and bi-weekly
thereafter throughout each year. When any regular meeting of the Board falls
upon a holiday, the meeting shall be held on the next banking business day
unless the Board shall designate some other day. The Board of Directors shall
meet for reorganization at the first regular meeting following the annual
meeting of shareholders at which the Directors are elected. Notice need not be
given of regular meetings of the Board of Directors which are held at the time
and place designated by the Board of Directors. If a regular meeting is not to
be held at the time and place designated by the Board of Directors, notice of
such meeting, which need not specify the business to be transacted thereat and
which may be either verbal or in writing, shall be given by the Secretary to
each member of the Board at least twenty-four (24) hours before the time of the
meeting.
A majority of the members of the Board of Directors shall constitute a
quorum for the transaction of business. If, at the time fixed for the meeting,
including the meeting to organize the new Board following the annual meeting of
shareholders, a quorum is not present, the Directors in attendance may adjourn
the meeting from time to time until a quorum is obtained.
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Except as otherwise provided herein, a majority of those Directors present
and voting at any meeting of the Board of Directors, shall decide each matter
considered. A Director cannot vote by proxy, or otherwise act by proxy at a
meeting of the Board of Directors.
Section 208. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board, the President, or, at the request of
three (3) or more members of the Board of Directors. A special meeting of the
Board of Directors shall be deemed to be any meeting other than the regular
meeting of the Board of Directors. Notice of the time and place of every special
meeting, which need not specify the business to be transacted thereat and which
may be either verbal or in writing, shall be given by tho Secretary to each
member of the Board at least twenty-four (24) hours before the time of such
meeting, excepting the Organization Meeting following the election of Directors.
Section 209. Chairman of the Board. The Board of Directors shall elect a
Chairman of the Board at the first regular meeting of the Board following each
annual meeting of shareholders at which Directors are elected. The Chairman of
the Board shall be a member of the Board of Directors; shall preside at the
meetings of the Board; shall be an ex officio member of all Committees of the
Corporation; and shall perform such other duties as may be prescribed by the
Board of Directors.
Section 210. Vice Chairmen of the Board. The Board of Directors may elect
one (1)or more Vice Chairmen of the Board as the Board of Directors may from
time to time deem advisable, The Vice Chairmen of the Board shall have such
duties as are prescribed by the Board of Directors or the Chairman of the Board.
Section 211. Reports and Records. The reports of officers and Committees
and the records of the proceedings of all Committees shall be filed with the
Secretary of the Corporation and presented to the Board of Directors, if
practicable, at its next regular meeting. The Board of Directors shall keep
complete records of its proceedings in a minute book kept for that purpose. When
a Director shall request it, the vote of each director upon a particular
question shall be recorded in the minutes.
ARTICLE III
COMMITTEES
Section 301. Committees and the Organization and Proceedings of Committees.
The Board of Directors may establish such Committee or Committees as the Board
of Directors in its discretion deems best. Each Committee of the Board of
Directors shall effect its own organization by the appointment of a Secretary
and such other Officers, except the chairman and Vice Chairman, as it may deem
necessary. A record of proceedings of all Committees shall be kept by the
Secretary of such Committee and filed and presented as provided in Section 211
of these Bylaws.
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ARTICLE IV
OFFICERS
Section 401. Officers. The Officers of the Corporation shall be a
President, one (1) or more Vice Presidents, a Secretary, a Treasurer, and such
other Officers and Assistant Officers as the Board of Directors may from time to
time deem advisable. Except for the President, Secretary, and Treasurer, the
Board may refrain from filling any of the said offices at any time and from time
to time. The same individual may hold any two (2) or more offices, except both
the offices of President and Treasurer. The following Officers shall be elected
by the Board of Directors at the time, in the manner and for such terms as the
Board of Directors from time to time shall determine: President, Executive Vice
President, Senior Vice President, Administrative Vice President, Secretary, and
Treasurer. The President may, subject to change by the Board of Directors,
appoint such Officers and Assistant Officers as he/she may deem advisable,
provided such Officers or Assistant Officers have a title not higher than Vice
President, who shall hold office for such periods as the President shall
determine. Any Officer may be removed at any time, with or without cause, and
regardless of the term for which such Officer was elected, but without prejudice
to any contract right of such Officer. Each Officer shall hold his office for
the current year for which he was elected or appointed by the Board, unless he
shall resign, becomes disqualified, or be removed at the pleasure of the Board
of Directors.
Section 402. President. The President shall have general supervision of all
of the departments and business of the Corporation and shall prescribe the
duties of the other Officers and Employees and see to the proper performance
thereof. The President shall be responsible for having all orders and
resolutions of the Board of Directors carried into effect. The President shall
execute on behalf of the Corporation and may affix or cause to be affixed a seal
to all authorized documents and instruments requiring such execution, except to
the extent that signing and execution thereof shall have been delegated to some
other Officer or Agent of the Corporation by the Board of Directors or by the
President. The President shall be a member of the Board of Directors. In the
absence or disability of the Chairman of the Board or his refusal to act, the
President shall preside at meetings of the Board. In general, the President
shall perform all the duties and exercise all the powers and authorities
incident to such office or as prescribed by the Board of Directors. The
President of the Corporation shall be the Chief Executive Officer of the
Corporation and shall be an ex officio member of all committees of the
Corporation.
Section 403. Vice Presidents. The Vice Presidents shall perform such
duties, do such acts and be subject to such supervision as may be prescribed by
the Board of Directors or the President. In the event of the absence or
disability of the President or his refusal to act, the Vice Presidents, in the
order of their rank, and within the
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same rank in the order of their authority, shall perform the duties and have the
powers and authorities of the President, except to the extent inconsistent with
applicable law.
Section 404. Secretary. The Secretary shall act under the supervision of
the President or such other Officers as the President may designate. Unless a
designation to the contrary is made at a meeting, the Secretary shall attend all
meetings of the Board of Directors and all meetings of the shareholders and
record all of the proceedings of such meetings in a book to be kept for that
purpose, and shall perform like duties for the standing Committees when required
by these Bylaws or otherwise. The Secretary shall give, or cause to be given,
notice of all meetings of the shareholders and of the Board of Directors. The
Secretary shall keep a seal of the Corporation, and, when authorized by the
Board of Directors or the President, cause it to be affixed to any documents and
instruments requiring it. The Secretary shall perform such other duties as may
he prescribed by the Board of Directors, President, or such other Supervising
Officer as the President may designate.
Section 405. Treasurer. The Treasurer shall act under the supervision of
the President or such other Officer as the President may designate. The
Treasurer shall have custody of the Corporation's funds and such other duties as
may be prescribed by the Board of Directors, President or such other Supervising
Officer as the President may designate.
Section 406. Assistant Officers. Unless otherwise provided by the Board of
Directors, each Assistant Officer shall perform such duties as shall be
prescribed by the Board of Directors, the President or the Officer to whom he is
an Assistant. In the event of the absence or disability of an Officer or his
refusal to act, his Assistant Officer shall, in the order of their rank, and
within the same rank in the order of their seniority, have the powers and
authorities of such Officer.
Section 407. Compensation. Unless otherwise provided by the Board of
Directors, the salaries and compensation of all Officers and Assistant Officers,
except the President, shall be fixed by or in the manner designated by the
President.
Section 408. General Powers. The Officers are authorized to do and perform
such corporate acts as are necessary in the carrying on of the business of the
Corporation, subject always to the direction of the Board of Directors.
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ARTICLE V
AS OF
MAY 19, 1987
RESERVED FOR FUTURE USE
ARTICLE VI
SHARES OF CAPITAL STOCK
Section 601. Authority to Sign Share Certificates. Every share certificate
of the Corporation shall be signed by the President and by the Secretary or one
of the Assistant Secretaries. Certificates may be signed by a facsimile
signature of the President and the Secretary or one of the Assistant Secretaries
of the Corporation.
Section 602. Lost or Destroyed Certificates. Any person claiming a share
certificate to be lost, destroyed or wrongfully taken shall receive a
replacement certificate if such person shall have: (a) requested such
replacement certificate before the Corporation has notice that the shares have
been acquired by a bona fide purchaser; (b) provided the Corporation with an
indemnity agreement satisfactory in form and substance to the Board of
Directors, or the President or the Secretary; and (c) satisfied any other
reasonable requirements (including providing an affidavit and a surety bond)
fixed by the Board of Directors, or the President or the Secretary.
ARTICLE VII
GENERAL
Section 701. Fiscal Year. The fiscal year of the Corporation shall begin on
the first (1st) day of January in each year and end on the thirty-first (31st)
day of December in each year.
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Section 702. Record Date. The Board of Directors may fix a time, not more
than seventy (70) days prior to the date of any meeting of shareholders, or the
date fixed for the payment of any dividend or distribution, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
shares will be made or go into effect, as a record date for the determination of
the shareholders entitled to notice of, or to vote at, any such meeting, or
entitled to receive payment of any such dividend or distribution, or to receive
any such allotment of rights, or to exercise the rights in respect to any such
change, conversion, or exchange of shares.
Section 703. Emergency Bylaws. In the event of any emergency resulting from
a nuclear attack or similar disaster, and during the continuance of such
emergency, the following Bylaw provisions shall be in effect, notwithstanding
any other provisions of the Bylaws:
(a) A meeting of the Board of Directors or of any Committee thereof may be
called by any Officer or Director upon one (1) hour's notice to all
persons entitled to notice whom, in the sole judgment of the notifier,
it is feasible to notify;
(b) The Director or Directors in attendance at the meet ing of the Board
of Directors or of any Committee thereof shall constitute a quorum;
and
(c) These Bylaws may be amended or repealed, in whole or in part, by a
majority vote of the Directors attending any meeting of the Board of
Directors, provided such amendment or repeal shall only be effective
for the duration of such emergency.
Section 704. Severability. If any provision of these Bylaws is illegal or
unenforceable as such, such illegality or unenforceability shall not affect any
other provision of these Bylaws and such other provisions shall continue in full
force and effect.
ARTICLE VIII
AMENDMENT OR REPEAL
Section 801. Amendment or Repeal by the Board of Directors. These Bylaws
may be amended or repealed, in whole or in part, by a majority vote of members
of the Board of Directors at any regular or special meeting of the Board duly
convened; provided ten (10) days notice of the proposed amendment has been given
to each member of the Board of Directors.
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ARTICLE IX
INDEMNIFICATION OF OFFICERS AND EMPLOYEES
Section 901. The Corporation shall indemnify any officer and/or employee,
or any former officer and/or employee, who was or is a party to, or is
threatened to be made a party to, or who is called to be a witness in connection
with, any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that such person is or was
an officer and/or employee of the Corpo ration, or is or was serving at the
request of Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, shall not of itself create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in, or not opposed to, the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that his conduct was unlawful.
Section 902. The Corporation shall indemnify any officer and/or employee,
who was or is a party to, or is threatened to be made a party to, or who is
called as a witness in connection with, any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment in
its favor by reason of the fact that such person is or was a director, officer,
and/or employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against amounts paid in settlement and expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of, or serving as a witness in, such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the Corporation and except
that no indemnification shall be made in respect of any such claim, issue or
matter as to which such person shall have been adjudged to be liable for
misconduct in the performance of his duty to the Corporation.
Section 903. Except as may be otherwise ordered by a court, there shall be
a presumption that any officer and/or employee is entitled to indemnification as
provided in Sections 901 and 902 of this Article unless either a majority of the
directors who are not involved in such proceedings ("disinterested directors")
or, if there are less than three disinterested directors, then the holders of
one-third of the outstanding shares of the Corporation determine that the person
is not entitled to such presumption by certifying such determination in
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writing to the Secretary of the Corporation. In such event the disinterested
director(s) or, in the event of certification by shareholders, the Secretary of
the Corporation shall request of independent counsel, who may be the outside
general counsel of the Corporation, a written opinion as to whether or not the
parties involved are entitled to indemnification under Sections 901 and 902 of
this Article.
Section 904. Expenses incurred by an officer and/or employee in defending a
civil or criminal action, suit or proceeding may be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding as
authorized in the manner provided under Section 903 of this Article upon receipt
of an undertaking by or on behalf of the officer and/or employee to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation.
Section 905. The indemnification provided by this Article shall not be
deemed exclusive of any other rights to which a person seeking indemnification
may be entitled under any agreement, vote of shareholders or disinterested
directors, or otherwise, both as to action in his official capacity while
serving as an officer and/or employee and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be an
officer and/or employee and shall inure to the benefit of the heirs, executors
and administrators of such a person.
Section 906. The Corporation may create a fund of any nature, which may,
but need not be, under the control of a trustee, or otherwise secure or insure
in any manner its indemnification obligations arising under this Article.
Section 907. The Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was an officer and/or employee of
the Corporation, or is or was serving at the request of the Corporation as an
officer and/or employee of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article.
Section 908. Indemnification under this Article shall not be made in any
case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness.
ARTICLE X
INDEMNIFICATION OF DIRECTORS
Section 1001. A director of this Corporation shall stand in a fiduciary
relation to the Corporation and shall perform his duties as a director,
including his duties as a member of any committee of the board upon which he may
serve, in good faith, in
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a manner he reasonably believes to be in the best interests of the Corporation,
and with such care, including reasonable inquiry, skill and diligence, as a
person of ordinary prudence would use under similar circumstances. In performing
his duties, a director shall be entitled to rely in good faith on information,
opinions, reports or statements, including financial statements and other
financial data, in each case prepared or presented by any of the following:
(a) One or more officers or employees of the Corporation whom the director
reasonably believes to be reliable and competent in the matters
presented.
(b) Counsel, public accountants or other persons as to matters which the
director reasonably believes to be within the professional or expert
competence of such person.
(c) A committee of the board upon which he does not serve, duly designated
in accordance with law as to matters within its designated authority,
which committee the director reasonably believes to merit confidence.
A director shall not be considered to be acting in good faith if he has
knowledge concerning the matter in question that would cause his reliance to be
unwarranted.
Section 1002. In discharging the duties of their respective positions, the
board of directors, committees of the board, and individual directors may, in
considering the best interests of the Corporation, consider the effects of any
action upon employees, upon suppliers and customers of the Corporation and upon
communities in which offices or other establishments of the Corporation are
located, and all other pertinent factors. The consideration of those factors
shall not constitute a violation of Section 1001 of this Article.
Section 1003. Absent a breach of fiduciary duty, lack of good faith or
self-dealing, actions taken as a director or any failure to take any action
shall be presumed to be in the best interests of the Corporation.
Section 1004. A director of this Corporation shall not be personally liable
for monetary damages as such for any action taken or for any failure to take any
action, unless:
(a) the director has breached or failed to perform the duties of his
office under the provisions of Sections 1001 and 1002 of this Article,
and
(b) the breach or failure to perform constitutes self- dealing, willful
misconduct or recklessness.
Section 1005. The provisions of Section 1004 of this Article shall not
apply to:
(a) the responsibility or liability of a director pursuant to a criminal
statute, or
(b) the liability of a director for the payment of taxes pursuant to
local, state or federal law.
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Section 1006. The Corporation shall indemnify any director, or any former
director who was or is a party to, or is threatened to be made a party to, or
who is called to be a witness in connection with, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that such person is or was a director of the Corporation, or
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, the best interests
of the Corporation, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, shall not of itself create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in, or not opposed to, the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that his conduct was unlawful.
Section 1007. The Corporation shall indemnify any director who was or is a
party to, or is threatened to be made a party to, or who is called, as a witness
in connection with, any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director, officer and/or employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against amounts paid in settlement and expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of, or serving as a witness in, such action or suit if he acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of tho Corporation and except that no indemnification shall
be made in respect of any such claim, issue or matter as to which such Person
shall have been adjudged to be liable for misconduct in the performance of his
duty to the Corporation.
Section 1008. Except as may be otherwise ordered by a court, there shall
be a presumption that any director is entitled to indemnification as provided in
Sections 1006 and 1007 of this Article unless either a majority of the directors
who are not involved in such proceedings ("disinterested directors") or, if
there are less than three disinterested directors, then the holders of one-third
of the outstanding shares of the Corporation determine that the person is not
entitled to such presumption by certifying such determination in writing to the
Secretary of the Corporation. In such event the disinterested director(s) or, in
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the event of certification by shareholders, the Secretary of the Corporation
shall request of independent counsel, who may be the outside general counsel of
the Corporation, a written opinion as to whether or not the parties involved are
entitled to indemnification under Sections 1006 and 1007 of this Article.
Section 1009. Expenses incurred by a director in defending a civil or
criminal action, suit or proceeding may be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding as authorized in the
manner provided under Section 1008 of this Article upon receipt of an
undertaking by or on behalf of the director, officer and/or employee to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized in this Article.
Section 1010. The indemnification provided by this Article shall not be
deemed exclusive of any other rights to which a person seeking indemnification
may be entitled under any agreement, vote of shareholders or disinterested
directors, or otherwise, both as to action in his official capacity while
serving as a director and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director and
shall inure to the benefit of the heirs, executors and administrators of such a
person.
Section 1011. The Corporation may create a fund of any nature, which may,
but need not be, under the control of a trustee, or otherwise secure or insure
in any manner its indemnification obligations arising under this Article.
Section 1012. The Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director or is or was serving
at the request of the Corpo ration as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enter prise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under the
provisions of this Article.
Section 1013. Indemnification under this Article shall not be made in any
case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness.
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EXHIBIT 99
EXECUTIVE EMPLOYMENT AGREEMENT
<PAGE>
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AGREEMENT is made as of the 1st day of January, 1998, between Adams
County National Bank, a national banking association located at 675 Old
Harrisburg Road, P.O. Box 3129, Gettysburg, Pennsylvania 17325, (the "Bank") and
ACNB Corporation, a Pennsylvania business corporation located at 675 Old
Harrisburg Road, P.O. Box 3129, Gettysburg, Pennsylvania 17325, (the
"Corporation") and Ronald L. Hankey, an adult individual residing in
Pennsylvania (the "Executive").
WHEREAS, Executive presently is the duly elected and acting President of
the Corporation and the Bank; and
WHEREAS, the Corporation and Bank recognize the valuable services that
Executive has rendered and desires to be assured that Executive will continue
his active participation in the business of the Corporation and the Bank; and
WHEREAS, the Corporation, Bank and Executive desire to set forth benefits
to which the Executive would be entitled in the event that Executive's
employment by the Bank/Corporation is terminated as outlined herein;
WHEREAS, the Executive desires to serve the Bank and Corporation in an
executive capacity under the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein and intending to be legally bound hereby, the parties agree as
follows:
1. TERMS OF EMPLOYMENT. The initial term of this Agreement shall begin on
January 1, 1998 and shall continue for a period of three (3) years
thereafter, or until terminated as
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provided herein (including as set forth in Paragraph 9 of this Agreement). This
Agreement shall be subject to automatic renewal for successive one (1) year
periods, subject to the terms and conditions set forth in this Agreement, unless
either party notifies the other in writing at least ninety (90) days prior to
termination of the then current term of the party's desire to terminate this
Agreement.
2. POSITION AND DUTIES. The Executive shall serve as the President and CEO of
the Bank and Corporation and a member of the Board of Directors of the Bank
and Corporation and shall have supervision and control over, and
responsibility for, the general management and operation of the Bank and
Corporation, and shall have such other powers and duties as may from time
to time be prescribed by the Board of Directors of the Bank and
Corporation, provided that such duties are consistent with the Executive's
position as the President in charge of the general management of the Bank
and Corporation.
3. ENGAGEMENT IN OTHER EMPLOYMENT. The Executive shall devote all his working
time, ability and attention to the business of the Bank and Corporation
during the term of this Agreement. The Executive shall notify the Board of
Directors of the Bank and Corporation in writing and receive their written
consent before the Executive engages in any other business or commercial
activities, duties or pursuits, including, but not limited to,
directorships of other companies. Under no circumstances may the Executive
engage in any business or commercial activities, duties or pursuits which
compete with the business or commercial activities of the Bank and/or
Corporation, nor may the Executive serve as a director or officer or in any
other capacity in a company which competes with the Bank and/or
Corporation.
4. COMPENSATION.
(a) Annual Direct Salary: As compensation for services rendered the
Corporation and the Bank under this Agreement, the Executive shall be
entitled to receive from the Bank
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an annual direct salary of ___________________________($__________________)
Dollars per year (the "Annual Direct Salary"), minus applicable taxes and
withholdings payable in substantially equal monthly installments (or such
other more frequent intervals as may be determined by the Board of
Directors of the Bank as payroll policy for senior executive officers)
prorated for any partial employment period. The annual direct salary shall
not be reduced without Executive's written consent, except in cases of
national financial depression or other emergency when compensation
reduction has been implemented by the Corporation and the Bank as to all
senior executive officers of the Corporation and the Bank.
(b) Bonus. The Board of Directors of the Corporation may, in its sole
discretion, provide for payment of a yearly bonus to the Executive in such
an amount as it may deem appropriate to provide incentive to the Executive
and to reward the Executive for his performance.
(c) Disability Benefits. If Executive becomes disabled as the result of a
non- work related illness, injury or impairment, Executive may participate
in the Bank's then existing short and long term disability plans pursuant
to the terms and conditions set forth in each plan. Executive understands
and agrees that these plans and policies may be amended or terminated at
any time at the discretion of the Bank and/or Corporation.
(d) Business Expenses. During the term of his employment hereunder, the
Executive shall be entitled to receive prompt reimbursement for all
reasonable expenses incurred by him (in accordance with the policies and
procedures established by the Board of Directors of the Corporation or the
Bank for its senior executive officers) in performing services hereunder,
provided that the Executive properly accounts therefor in accordance with
Corporation or Bank policy.
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(e) Vacation/Time Off. Executive's vacation/time off benefits shall accrue
in accordance with the Bank's vacation/time off policy.
5. OFFICES. The Executive agrees to serve without additional compensation as a
director on the Board of Directors of the Bank and Corporation and, if
elected or appointed thereto, without additional compensation in one or
more offices of the Bank and Corporation, and/or in one or more offices or
as a director of any of the Bank and/or Corporation's non-banking
subsidiaries; provided, however, the Executive shall not be required to
serve in such additional offices or as a director of the Bank and/or
Corporation or any subsidiary if such service would expose him to adverse
financial consequences.
6. DIRECTORS AND OFFICERS LIABILITY INSURANCE. The Bank and/or Corporation
shall use its best efforts to obtain insurance coverage for the Executive
under an insurance policy covering officers and directors of the Bank and
Corporation against certain lawsuits, arbitrations or other legal or
regulatory proceedings; however, nothing herein shall be construed to
require the Bank and/or Corporation to obtain such insurance, if the Board
of Directors of the Bank and/or Corporation determine that such coverage
cannot be obtained at a commercially reasonable price.
7. UNAUTHORIZED DISCLOSURE. The Executive shall not, during his employment, or
at any later time, the Executive shall not, without the written consent of
the Board of Directors of the Bank and Corporation or a person authorized
thereby, knowingly disclose to any person, other than an employee of the
Bank or the Corporation or a person to whom disclosure is reasonably
necessary or appropriate in connection with the performance by the
Executive of his duties as an executive of the Bank and Corporation, any
material confidential information obtained by him while in the employ of
the Bank and Corporation with respect to any of the Bank and/or
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Corporation's services, products, improvements, formulas, designs or
styles, processes, customers, methods of distribution or any business
practices the disclosure of which could be or will be materially damaging
to the Bank and/or Corporation provided, however, that confidential
information shall not include any information known generally to the public
(other than as a result of unauthorized disclosure by the Executive) or any
information of a type not otherwise considered confidential by persons
engaged in the same business or a business similar to that conducted by the
Bank and Corporation.
8. RESTRICTIVE COVENANT. The Executive covenants and agrees as follows: the
Executive shall not directly or indirectly, within the marketing area of
the Bank and/or Corporation (defined as an area within a fifty (50) mile
radius surrounding the main office of the Bank), enter into or engage
generally in direct or indirect competition with the Bank and/or
Corporation or any subsidiary of the Bank and/or Corporation, either as an
individual or as a partner or joint venturer, or as a director, officer,
shareholder holding greater than 5% of the entity's stock, employee, agent,
independent contractor, lessor or creditor of or for any other person, for
a period of [one (1)] years after the date of termination of his
employment. The existence of any claim or cause of action of the Executive
against the Bank and/or Corporation, whether predicated on this Agreement
or otherwise, shall not constitute a defense to the enforcement by the Bank
and/or Corporation of this covenant. The Executive agrees that any breach
of the restrictions set forth in this Paragraph will result in irreparable
injury to the Bank and/or Corporation for which it shall have no adequate
remedy at law and the Bank and/or Corporation shall be entitled to
injunctive relief in order to enforce the provisions hereof. In the event
that this Paragraph shall be determined by any court of competent
jurisdiction to be unenforceable in part by reason of it being too great a
period
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of time or covering too great a geographic area, it shall be in full force
and effect as to that period of time or geographic area determined to be
reasonable by the court.
9. TERMINATION.
(a) Death. The Executive's employment hereunder shall terminate upon his
death.
(b) Disability.
(1) Suspension of Compensation. If, as a result of physical or mental
injury or impairment, Executive is unable to perform all of the
essential job functions of his position on a full time basis with
or without a reasonable accommodation and without posing a direct
threat to himself and others, for a period of one hundred eighty
(180) days, all obligations of Bank and Corporation to pay
Executive an Annual Direct Salary as set forth in Paragraph 4(a)
of this Agreement are suspended. Any paid time off, sick leave,
or short term disability pay Executive may be entitled to
receive, pursuant to an established disability plan or program of
the Bank and/or Corporation shall be considered part of the
compensation Executive shall receive while disabled, and shall
not be in addition to the compensation received by Executive
under this provision of the Agreement.
(2) Disability Termination. Executive agrees that should he remain
unable to perform all the essential functions of his position on
a full time basis, with or without a reasonable accommodation and
without posing a direct threat to himself or others, after one
hundred eighty (180) days, the Bank and Corporation will suffer
an undue hardship by continuing Executive in his position. Upon
this event, all compensation and employment obligations of the
Bank and Corporation under this
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Agreement shall cease (with the exception of Executive's rights
under the Bank's then existing short term and/or long term
disability plans), and this Agreement shall terminate.
(c) Cause. The Corporation may terminate the Executive's employment
hereunder for "Cause" As used in this Agreement, the Corporation
shall have "Cause" to terminate the Executive's employment hereunder
upon: (1) the willful failure by the Executive to substantially
perform his duties hereunder after notice from the Corporation and a
failure to cure such violation within thirty (30) days of said notice;
(2) the willful engaging by the Executive in misconduct injurious to
the Corporation or Bank; (3) the willful violation by the Executive of
the provisions of Paragraph 3 or 8 hereof after notice from the
Corporation and/or Bank and a failure to cure such violation within
thirty (30) days of said notice, or if said violation cannot be cured
within thirty (30) days, within a reasonable time thereafter unless
the Executive is diligently attempting to cure the violation; (4) the
dishonesty or gross negligence of the Executive in the performance of
his duties; (5) the breach of Executive's fiduciary duty involving
personal profit; (6) the 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 any of which materially
jeopardizes the business of the Corporation or Bank; (7) conduct on
the part of Executive which brings public discredit to the Corporation
or Bank; or (8) the Executive's failure to either be elected or to
serve as a member of the Board of Directors of the Corporation after
having been nominated by the Board of Directors unless such nomination
is inconsistent with the duties of the Directors or the terms of this
Agreement.
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(d) Termination by Executive. The Executive may terminate his employment
hereunder, for Good Reason. The term "Good Reason" shall only mean:
(i) any assignment to the Executive, without his consent, of any
duties other than those contemplated by, or any limitation of the
powers of the Executive not contemplated by Paragraph 2 hereof, or
(ii) any removal of the Executive from or any failure to re-elect the
Executive to any of the positions indicated in Paragraph 2 hereof,
except in connection with termination of the Executive's employment as
a result of Executive's disability or for Cause, or (iii) a reduction
of the Executive's Annual Direct Salary other than as provided in
Paragraph 4(a) hereof, or (iv) any other material breach by the
Corporation of this Agreement, provided that the Executive shall have
given the Board of Directors thirty (30) days written notice of such
breach and such breach shall not have been cured within such thirty
(30) day period after receipt of notice, or (v) any Change of Control
(as defined herein).
10. DEFINITION OF CHANGE OF CONTROL. For purposes of this Agreement, the term
"Change of Control" shall mean: A change in control (other than one
occurring by reason of an acquisition of the Corporation by Executive) of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A and any successor rule or regulation
promulgated under the Securities Exchange Act of 1934 (the "Exchange Act")
if Corporation were subject to the Exchange Act reporting requirements;
provided that, without limiting the foregoing, such a change in control
shall be deemed to have occurred if;
(a) any "person" (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act), other than the Corporation or any "person" who on the
date hereof is a director or officer of the Corporation is or becomes
the "beneficial owner" (as defined in
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Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Corporation representing twenty-five percent (25%)
or more of the combined voting power of the Corporation's then
outstanding securities, or
(b) during any period of two consecutive years during the term of
Executive's employment under this Agreement, individuals who at the
beginning of such period constitute the Board of Directors of the
Corporation 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 of the directors then in
office who were directors at the beginning of the period.
11. DEFINITION OF DATE OF CHANGE OF CONTROL. For purposes of this Agreement,
the date of Change of Control shall mean: (a) the first date on which a
single person and/or entity, or group of affiliated persons and/or
entities, acquire the beneficial ownership of twenty-five percent (25%) or
more of the Corporation's voting securities, or (b) the date of the
transfer of all or substantially all of the Corporation's assets, or (c)
the date on which a merger, consolidation or combination is consummated, as
applicable, or (d) the date on which individuals who formerly constituted a
majority of the Board of Directors of the Corporation ceased to be a
majority.
12. PAYMENTS UPON TERMINATION.
(a) If the Executive's employment shall be terminated for Cause, or this
Agreement is not renewed by the Bank and the Corporation, the Bank
and/or Corporation
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shall pay the Executive or his estate his full Annual Direct Salary
through the date of termination at the rate in effect at the time of
termination minus applicable taxes and withholdings and any other
amounts owing to the Executive at the date of termination, and the
Bank and/or Corporation shall have no further obligations to the
Executive under this Agreement.
(b) If the Executive's employment is terminated by the Bank and/or
Corporation (other than pursuant to Paragraphs 9(a), 9(b) or 9(c)
hereof or as a result of nonrenewal of this Agreement), or if the
Executive shall terminate his employment for Good Reason, then the
Bank and/or Corporation shall pay the Executive his full Annual Direct
Salary from the date of termination through the last day of the term
of this Agreement, including any extended term by virtue of the
provisions of Paragraph 1 hereof. The Bank shall also maintain in full
force and effect, for the continued benefit of the Executive for the
remaining term of this Agreement, all employee benefit plans and
programs to which the Executive was entitled prior to the date of
termination, if the Executive's continued participation is permitted
under the terms and provisions of such plans and programs. In the
event that the Executive's continued participation in any such plan or
program is not permitted, in lieu of continued participation, the
Executive shall receive an amount equal to the annual contribution
made by the Bank on his behalf under any such plans and programs,
grossed-up by the amount of income and social security taxes
attributable thereto, the amount of such taxes to be determined by a
good faith estimate of the Bank.
(c) If the Executive's employment shall be terminated by the Bank and/or
Corporation because of Executive's disability, the Executive shall
have no further right to
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payment other than those payments Executive may receive as set forth
in the Bank's then existing short term and/or long term disability
plans.
(d) If the Executive's employment shall be terminated because of his
death, the Bank and/or Corporation shall pay the Executive or his
estate his full Annual Direct Salary through the date of termination
at the rate in effect at the time of termination minus applicable
taxes and withholdings and any other amounts owing to the Executive,
and the Bank and Corporation shall have no further obligations to
Executive under this Agreement.
(e) Golden Parachute Limitation. Should the payments described in this
Paragraph be considered by state or federal bank regulators to be
"golden parachute payments" as defined in 12 C.F.R. Section359, et
seq. and 12 U.S.C.S. Section 1828(k), the Bank and Corporation are
relieved from any and all liability for those payments considered to
be golden parachute
payments. (f) Nonrenewal of Agreement and Severance Allowance: In the
event the Executive serves the full term of this Agreement, and the
Bank and/or Corporation do not offer to renew this Agreement, the
Executive shall not be entitled to any severance allowance whatsoever
and the Bank and/or Corporation shall have no further obligations to
the Executive under this Agreement.
13. DAMAGES FOR BREACH OF CONTRACT/WAIVER OF JURY TRIAL. In the event of a
breach of this Agreement by either the Corporation or the Executive, each
hereby waive to the fullest extent permitted by law the right to a trial by
jury and to assert any claim against the others for punitive or exemplary
damages. Furthermore, Executive hereby waives any and all rights to assert
claims or recover damages in an amount in excess of that set forth in
Paragraph 12(b).
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14. NOTICE. For the purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall
be deemed to have been duly given when delivered or mailed by United States
certified mail, return receipt requested, postage prepaid, addressed as
follows: If to the Executive: Ronald L. Hankey 205 Tiffany Lane Gettysburg,
PA 17325
If to the Bank: Adams County National Bank
P.O. Box 3129
Gettysburg, PA 17325
If to the Corporation: ACNB CORPORATION
P.O. Box 3129
Gettysburg, PA 17325
or to such other address as any party may have furnished to the other in
writing in accordance herewith, except that notices of change of address
shall be effective only upon receipt.
16. SUCCESSORS. This Agreement shall inure to the benefit of and be binding
upon the Executive, his personal representatives, heirs or assigns and to
the Bank and/or Corporation and any of successors or assigns of the Bank
and/or Corporation.
17. SEVERABILITY. If any provision of this Agreement is declared unenforceable
by a judicial or administrative body for any reason, the remaining
provisions of this Agreement shall be unaffected thereby and shall remain
in full force and effect.
18. AMENDMENT. This Agreement may be amended or canceled only by mutual
agreement of the parties in writing.
19. PAYMENT OF MONEY DUE DECEASED EXECUTIVE. In the event of Executive's death,
any moneys that may be due him from the Bank under this Agreement as of the
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date of death shall be paid to the person designated by him in writing for
this purpose or, in the absence of any such designation, to his estate.
20. LAW GOVERNING. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
21. ENTIRE AGREEMENT. This Agreement supersedes any and all agreements, either
oral or in writing, between the parties with respect to the employment of
the Executive by the Bank and/or Corporation, and this Agreement contains
all the covenants and agreements between the parties with respect to the
employment of Executive by the Bank and/or Corporation.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have caused this Agreement to be duly executed in their respective names
and, in the case of the Corporation, by its authorized representatives the day
and year above mentioned.
ATTEST: ADAMS COUNTY NATIONAL BANK
______________________________ By _____________________________
ATTEST: ACNB CORPORATION
______________________________ By _____________________________
WITNESS:
/s/ Ronald L. Hankey
______________________________ ______________________________
Ronald L. Hankey
:78751
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