(4)
Also serves as President & Chief Executive Officer of ACNB Bank and a director of Russell Insurance Group, Inc.
(5)
Includes 401(k) plan employer matching contribution of $11,400; deferred compensation accruals under his SERP of $40,985; imputed income of $810 related to supplemental life insurance; and, personal use of company car of $5,400.
(6)
Includes 401(k) plan employer matching contribution of $11,200; deferred compensation accruals under his SERP of $34,391; imputed income of $729 related to supplemental life insurance; personal use of company car of $4,493; and, merger-related work of $25,000.
(7)
Also serves as Executive Vice President/Treasurer & Chief Financial Officer of ACNB Bank and Vice President & Treasurer of Russell Insurance Group, Inc.
(8)
Includes 401(k) plan employer matching contribution of $11,400 and imputed income of $1,441 related to supplemental life insurance.
(9)
Includes 401(k) plan employer matching contribution of $11,200; imputed income of $1,269 related to supplemental life insurance; and, merger-related work of $10,000.
(10)
Also serves as Executive Vice President/Secretary and Chief Risk & Governance Officer of ACNB Bank, as well as a director and Vice President & Secretary of Russell Insurance Group, Inc.
(11)
Includes 401(k) plan employer matching contribution of $11,400; deferred compensation accruals under her SERP of $59,754; and, imputed income of $1,285 related to supplemental life insurance.
(12)
Includes 401(k) plan employer matching contribution of $11,200; deferred compensation accruals under her SERP of $52,684; imputed income of $1,140 related to supplemental life insurance; and, merger-related work of $10,000.
Employment Agreements
Each of the Named Executive Officers has an employment agreement. On December 31, 2008, the Corporation and Adams County National Bank, now ACNB Bank, entered into an amended and restated employment agreement with Lynda L. Glass, Executive Vice President/Secretary & Chief Governance Officer of the Corporation and Executive Vice President/Secretary and Chief Risk & Governance Officer of the Bank. Ms. Glass’ agreement was again amended on December 27, 2016. On April 17, 2009, the Corporation and the Bank entered into an employment agreement with David W. Cathell, Executive Vice President/Treasurer & Chief Financial Officer of the Corporation and the Bank, which was then amended on December 27, 2016. On April 15, 2009, the Bank entered into an employment agreement with James P. Helt, President & Chief Executive Officer of the Corporation and the Bank, which was then amended on December 27, 2016. This amended agreement was replaced by the amended and restated employment agreement between the Corporation, the Bank and Mr. Helt as of August 14, 2018 (together, the “Agreements” and “Executives”). Under the Agreements, the Named Executive Officers are eligible for bonuses, paid time off, participation in employee benefit plans, and reimbursement of business expenses.
The initial terms of the Agreements are three (3) years which automatically extend for an additional one (1) year period on each annual anniversary date of the Agreements, unless notice is given one hundred eighty (180) days prior to the anniversary date, so that on each anniversary date if notice had not been previously given the term shall continue for three (3) years.
The Agreements automatically terminate if the Executives are terminated for “Cause”, as defined in the Agreements, and all rights under the Agreements will terminate with the exception of the arbitration clause. The Agreements automatically terminate if the Executives terminate their employment for “Good Reason”, as defined in the Agreements. If the Agreements terminate for “Good Reason”, Messrs. Helt or Cathell or Ms. Glass would receive 2.99 times their agreed compensation and benefits for two (2) years. The Agreements automatically terminate upon the Executives’ disability, as defined in the Agreements, and the Executives will receive employee benefits and 75% of their compensation until (a) they return to work, (b) reach age sixty-five (65), (c) die, or (d) the employment period under the Agreements ends. The Agreements automatically terminate if the Executives voluntarily terminate the Agreements. If Messrs. Helt or Cathell or Ms. Glass gives notice within one hundred eighty (180) days of a “Change in Control”, as defined in the Agreements, or the Executive’s employment is terminated involuntarily, the respective Executive