ex10_1.htm


    
      

    

    Exhibit
10.1

    
      


      EMBASSY
BANCORP, INC.

      OPTION
PLAN

      


      (conformed
– as amended through February 19, 2010)

       

      The
purpose of the Embassy Bancorp, Inc. Option Plan (the "Plan") is to provide for
the grant of incentive stock options and non-qualified stock options to
designated officers (including officers who are also directors), other employees
and directors who are not employees ("Non-Employee Directors") of Embassy
Bancorp, Inc. (the “Company”) and any current or future subsidiary of the
Company, including Embassy Bank For The Lehigh Valley (the “Bank”). The Company
believes that the Plan will cause the participants to contribute materially to
the growth of the Company, thereby benefiting the Company's shareholders and
will align the economic interests of the participants with those of the
shareholders.

       

      
        	
                1.

              	
                Administration.

              


      

       

      The Plan
shall be administered and interpreted by the Board of Directors of the
Company.

       

      The Board
shall have the sole authority to determine (i) the individuals to whom options
shall be granted under the Plan, (ii) the type, size and terms of the options to
be granted to each such individual, (iii) the duration of the exercise period
and (iv) any other matter arising under the Plan.

       

      The Board
shall have full power and authority to make factual determinations and to adopt
or amend such rules, regulations, agreements and instruments for implementing
the Plan as it deems necessary or advisable, in its sole discretion. The Board's
interpretations of the Plan shall be conclusive and binding on all persons
having any interests in the Plan or in any options granted
hereunder.

       

      
        	
                2.

              	
                Grants.

              


      

       

      Options
under the Plan shall consist of incentive stock options and non-qualified stock
options (hereinafter collectively referred to as "Grants"). All Grants shall be
subject to the terms and conditions set forth herein and to those other terms
and conditions consistent with this Plan as the Board deems appropriate and as
are specified in writing to the employee (the "Grant Letter"). The Board shall
approve the form and provisions of each Grant Letter to an employee. Grants need
not be uniform as among the employees.

       

      
        	
                3.

              	
                Shares Subject to the
      Plan.

              


      

       

      (a)           Subject
to the adjustment specified below, the aggregate number of shares of common
stock of the Company ("Company Stock") that have been or may be issued or
transferred under the Plan is 300,000. In compliance with Section 162(m) of the
Internal Revenue Code, (the "Code") during the term of the Plan, the maximum
aggregate number of shares of Company Stock that shall be subject to options or
awards under the Plan to any single individual shall be 40% of the shares
specified above. The shares may be authorized but unissued shares of Company
Stock or reacquired shares of Company Stock, including shares repurchased by the
Company. If and to the extent options granted under the Plan terminate, expire,
or cancel without having been exercised, the shares subject to such option or
such award shall again be available for purposes of the Plan.


      
        
           


        

        
          1

          
            

          

        

        
           


        

      

       

      (b)           If
there is any change in the number or kind of shares of Company Stock issuable
under the Plan through the declaration of stock dividends, or through a
recapitalization, stock splits, or combinations or exchanges of such shares, or
merger, reorganization or consolidation of the Company, reclassification or
change in par value or by reason of any other extraordinary or unusual events
affecting the outstanding Company Stock as a class without the Company's receipt
of consideration, the maximum number of shares of Company Stock available for
Grants, the maximum number of shares of Company Stock for which any one
individual participating in the Plan may be granted over the term of the Plan,
the number of shares covered by outstanding Grants and the price per share or
the applicable market value of such Grants, shall be proportionately adjusted by
the Board to reflect any increase or decrease in the number or kind of issued
shares of Company Stock to preclude the enlargement or dilution of rights and
benefits under such Grants; provided, however, that any fractional shares
resulting from such adjustment shall be eliminated. The adjustments determined
by the Board shall be final, binding and conclusive.

       

      
        	
                4.

              	
                Eligibility for
      Participation.

              


      

       

      Officers
and other employees and Non-Employee Directors of the Company or any of its
current or future subsidiaries, including the Bank, shall be eligible to
participate in the Plan (hereinafter referred to individually as the
"Participant" and collectively as the "Participants"). The Board shall select
the individuals to receive Grants (the "Grantees") from among the Participants
and determine the number of shares of Company Stock subject to a particular
Grant in such manner as the Board determines. Nothing contained in this Plan
shall be construed to limit the right of the Company to grant options otherwise
than under this Plan in connection with the acquisition, by purchase, lease,
merger, consolidation or otherwise, of the business or assets of any
corporation, firm or association, including options granted to employees thereof
who become employees of the Company, or for other proper corporate
purpose.

       

      
        	
                5.

              	
                Granting of
      Options.

              


      

       

      (a)           Number of Shares. The
Board shall grant to each Grantee a number of stock options as the Board shall
determine

       

      (b)           Type of Option and
Price. The Board may grant options qualifying as incentive stock options
("Incentive Stock Options") within the meaning of Section 422 of the Code or
stock options which are not intended to so qualify ("Non-qualified Stock
Options") in accordance with the terms and conditions set forth herein or any
combination of Incentive Stock Options and Non-qualified Stock Options
(hereinafter referred to collectively as "Stock Options"); provided, however,
that Non- Employee Directors shall not be eligible to receive grants of
Incentive Stock Options. The purchase price of Company Stock subject to an
Incentive Stock Option or a Non-qualified Stock Option shall be the fair market
value of a share of such Stock on the date such Stock Option is granted.
Notwithstanding the foregoing, with respect to a Stock Option other than an
Incentive Stock Option, the price at which Company Stock may be purchased may be
equal to either (i) the fair market value of Company Stock as of a date
subsequent to the date of grant as specified by the Board in the Grant Letter or
(ii) the average of such fair market value over a period of time as specified by
the Board in the Grant Letter, but only when the price so established would not
result in the disallowance of the company's expense deduction pursuant to
Section 162(m) of the Code. During such time that the Company Stock is not
listed upon an established stock exchange or traded in the over-the-counter-
market, the "fair market value" of Company Stock shall be determined by the
Board at least annually after taking into account such factors as it shall deem
appropriate. If the Company Stock is listed upon an established stock exchange
or other market source, as determined by the Board, "fair market value" on any
date of reference shall be the closing price of a share of Company Stock on the
stock exchange or other recognized market source, as determined by the Board on
such date, or if there is no sale on such date, then the closing price of a
share of Company Stock on the last previous day on which a sale is
reported.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

       

      (c)           Exercise Period. The
Board shall determine the option exercise period of each Stock Option. The
exercise period shall not exceed ten years from the date of grant.
Notwithstanding any determinations by the Board regarding the exercise period of
any Stock Option, all outstanding Stock Options shall become immediately
exercisable upon a Change in Control of the Company (as defined
herein).

       

      (d)           Vesting of Options.
The vesting period for Stock Options shall be not less than three years in
approximately equal percentages commencing on the date of grant and as
determined by the Board and specified in the Grant Letter. Notwithstanding any
determinations by the Board regarding the vesting period of any Stock Option,
all outstanding Stock Options shall become immediately exercisable upon a Change
in Control of the Company (as defined herein).

       

      (e)           Manner of Exercise. A
Grantee may exercise a Stock Option by delivering a notice of exercise to the
Board with accompanying payment of the option price. Should a Stock Option
become exercisable on and after the date on which the initial registration of
the Company Stock under Section 12(g) of the Securities Exchange Act of 1934
(Exchange Act) becomes effective, such notice may instruct the Company to
deliver shares of Company Stock upon the exercise of the Stock Option to any
registered broker or dealer designated by the Company ("Designated Broker") in
lieu of delivery to the Grantee. Such instructions must designate the account
into which the shares are to be deposited.

       

      
        	
                 
      

              	
                (f)

              	
                Termination of
      Employment, Disability or
Death.

              


      

       

      (1)           In
the event the Grantee during his lifetime ceases to be an employee of the
Company or Non-Employee Director for any reason other than death or a
termination for cause by the Company, any Stock Option which is otherwise
exercisable by the Grantee shall terminate unless exercised within sixty (60)
days of the date on which he ceases to be an employee or Non-Employee Director,
but in any event no later than the date of expiration of the option exercise
period.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      

       

      (2)           In
the event the Grantee ceases to be an employee of the Company or Non- Employee
Director on account of a
termination for cause by the Company, any Stock Option held by the
Grantee shall terminate as of the date he ceases to be an employee or
Non-Employee Director. For purposes of this Plan, a termination for cause shall
mean a termination resulting from a person's dishonesty, theft or willful and
persistent failure to follow the lawful directions of the Board or his or her
supervisors.

       

      (3)           In
the event of the death of the Grantee while he is an employee or Non-Employee
Director of the Company, any Stock Option which was otherwise exercisable by the
Grantee at the date of death may be exercised by his personal representative at
any time prior to the expiration of six (6) months from the date of death, but
in any event no later than the date of expiration of the option exercise
period.

       

      (g)           Satisfaction of Option
Price. The Grantee shall pay the option price in cash or, with the
approval of the Board, by delivering shares of Company Stock already owned by
the Grantee for the period necessary to avoid a charge to the Company's earnings
for financial reporting purposes and having a fair market value on the date of
exercise equal to the option price or with a combination of cash and shares. The
Grantee shall pay the option price and the amount of withholding tax due, if
any, at the time of exercise. Shares of Company Stock shall not be issued or
transferred upon exercise of a Stock Option until the option price is fully
paid.

       

      (h)           Rule 16b-3
Restrictions. Unless a Grantee could otherwise transfer Company Stock
issued pursuant to a Stock Option granted hereunder without incurring liability
under Section 16(b) of the Exchange Act, at least six (6) months must elapse
from the date of acquisition of a Stock Option to the date of disposition of the
Company Stock issued upon exercise of such option.

       

      (i)          
 Limits on
Incentive Stock Options. Each Grant of an Incentive Stock Option shall
provide that the aggregate fair market value of the Company Stock on the date of
the Grant with respect to which Incentive Stock Options are exercisable for the
first time by a Grantee during any calendar year under the Plan or any other
stock option plan of the Company shall not exceed $100,000. An Incentive stock
Option shall not be granted to any Participant who, at the time of grant, owns
stock possessing more than 10% of the total combined voting power of all classes
of stock of the Company or parent of the Company, unless the option price per
share is not less than 110% percent of the fair market value of Company Stock on
the date of grant and the option exercise period is not more than five (5) years
from the date of grant.

       

      
        	
                6.

              	
                Stock Option Grants to
      Non-Employee Directors.

              


      

       

      (a)           Number of Shares.
Each individual who becomes a Non-Employee Director shall receive a grant of
Non-qualified Stock Options in such number as shall be determined by the Board.
In the case of the initial "founding" Directors, such grants may take into
consideration the "risk" capital provided by such Directors to the Company
during its organization.

       

      (b)           Option Price and Exercise
Period. The purchase price of Company Stock subject to such grants shall
be the fair market value of a share of such stock as of the date such Stock
Option is granted and the exercise period shall not exceed ten (10) years from
the date of grant. "Fair Market Value" shall be determined pursuant to Section
5(b).


      
        
           


        

        
          4

          
            

          

        

        
           


        

      

       

      (c)           Vesting of Options.
The vesting period for such Stock Options shall be not less than three years in
approximately equal percentages commencing on the date of grant as determined by
the Board. Notwithstanding, any vesting period for subsequently granted options
to Board members, all outstanding Stock Options granted pursuant to this Section
shall become immediately exercisable upon a Change in Control of the Company (as
defined herein).

       

      (d)           Manner of Exercise and
Satisfaction of Option Price. A Non-Employee Director may exercise and
satisfy the option price of Stock Options granted pursuant to this Section in
accordance with the provisions of Section 5(e) and (g)
respectively.

       

      (e)           Termination of Relationship
with the Company, Disability or Death.

       

      (1)           In
the event a Non-Employee Director during his or her lifetime ceases to serve as
a Non-Employee Director for any reason other than on account of becoming an
employee of the Company or death, any Stock Option granted pursuant to this
Section which is otherwise exercisable by the Non-Employee Director shall
terminate unless exercised within sixty (60) days of the date on which he ceases
to serve as a Non-Employee Director, but in any event no later than the date of
expiration of the option exercise period.

       

      (2)           In the event the
Non-Employee Director ceases to be a Non-Employee Director of the Company on
account of a termination for cause by the Company, as defined above, any Stock
Option held by the Grantee shall terminate as of the date he ceases to be a
Non-Employee Director.

       

      (3)           In
the event of the death of the Non-Employee Director while he is serving as a
Non-Employee Director, any Stock Option granted pursuant to this Section which
was otherwise exercisable by the Non-Employee Director at the date of death may
be exercised by his personal representative at any time prior to the expiration
of six (6) months from the date of death, but in any event no later than the
date of expiration of the option exercise period.

       

      (f)           Rule 16b-3
Restrictions. Unless a Non-Employee Director could otherwise transfer
Company Stock issued pursuant to a stock Option granted pursuant to this Section
without incurring liability under Section 16(b) of the Exchange Act, at least
six (6) months must elapse from the date of acquisition of the Stock Option to
the date of disposition of the Company Stock issued upon exercise of such Stock
Option.

       

      
        	
                7.

              	
                Transferability of
      Options and Grants.

              


      

       

      Only a
Participant or his or her authorized legal representative may exercise rights
under a Grant. Such persons may not transfer those rights except by will or by
the laws of descent and distribution or, if permitted under Rule 16b-3 of the
Exchange Act and if permitted in any specific case by the Board in its sole
discretion, pursuant to a qualified domestic relations order as defined under
the Code or Title I of ERISA or the regulations there under. When a Participant
dies, the personal representative or other person entitled to succeed to the
rights of the Participant ("Successor Grantee") may exercise such rights. A
Successor Grantee must furnish proof satisfactory to the Company of his or her
right to receive the Grant under the Participant's will or under the applicable
laws of descent and distribution.


      
        
           


        

        
          5

          
            

          

        

        
           


        

      

       

      
        	
                8.

              	
                Right of First
      Refusal.

              


      

       

      If at any
time a Participant desires to sell, encumber, or otherwise dispose of shares of
Company Stock acquired by him or her through the exercise of options granted
under this Plan, he or she shall first offer the same to the Company by giving
the Company written notice disclosing: (a) the name(s) of the proposed
transferee of the Company Stock; (b) the certificate number and number of shares
of Company Stock proposed to be transferred or encumbered; (c) the proposed
price; and (d) all other terms of the proposed transfer. Within fourteen (14)
days after receipt of such notice the Company shall have the option to purchase
all or part of such Company Stock. If the Company decides to exercise this
option, the purchase price of the Company Stock shall be the proposed price or
the fair market value of the Stock (as determined under Section 5(b) of the
Plan) on the date such written notice is received by the Board, whichever is
less.

      


      In the
event the Company does not exercise the option to purchase Company Stock, as
provided above, the Participant shall have the right to sell, encumber, or
otherwise dispose of his shares of Company Stock on the terms of the transfer
set forth in the written notice to the Company, provided such transfer is
effected within fifteen (15) days after the expiration of the option period. If
the transfer is not effected within such period, the Company must again be given
an option to purchase, as provided above.

      


      
        	
                9.

              	
                Change in Control of
      the Company.

              


      

      


      As used
herein, a "Change in Control" shall be deemed to have occurred if:

       

      (a)           As
a result of any transaction, any one shareholder or affiliated group of
shareholders becomes a beneficial owner, as defined below, directly or
indirectly, of securities of the Company representing more than 50% of the
Common Stock of the Company or the combined voting power of the Company's then
outstanding securities, other than (i) in connection with an initial public
offering of shares of Company Stock or (ii) a buyout transaction in which
existing shareholders or officers will control directly or indirectly more than
50% of the combined voting power of the Company's then outstanding
securities.

       

      (b)           A
liquidation or dissolution of the Company or the sale of all or substantially
all of the Company's assets occurs.  As a result of a tender offer, a
stock purchase, other stock acquisition, merger, consolidation,
recapitalization, reverse split, or sale or transfer of assets, any person or
group (as such terms are used in and under Section 13(d) of the Exchange Act)
becomes the beneficial owner (as defined in Rule 13-d under the Exchange Act),
directly or indirectly, of securities of the Company representing more than 30%
of the combined voting power of the Company's then outstanding securities, other
than in a buyout transaction in which existing shareholders or officers will
control directly or indirectly more than 50% of the combined voting power of the
Company's then outstanding securities; or


      
        
           


        

        
          6

          
            

          

        

        
           


        

      

       

      (c)            During
any period of two (2) consecutive years, individuals who at the beginning of
such period constitute the board of directors cease for any reason to constitute
at least a majority thereof

       

      
        	
                10.

              	
                Certain Corporate
      Changes.

              


      

       

      (a)           Sale or Exchange of Assets,
Dissolution or Liquidation, or Merger or Consolidation Where the
Company does Not Survive. If all or substantially all of the assets of
the Company are to be sold or exchanged, the Company is to be dissolved or
liquidated, or the Company is a party to a merger or consolidation with another
corporation in which the Company will not be the surviving corporation, then, at
least thirty (30) days prior to the effective date of such event, the Company
shall give each Grantee with any outstanding Stock Options written notice of
such event. Each such Grantee shall thereupon have the right to exercise in full
any installments of such Grants not previously exercised (whether or not the
right to exercise such installments has accrued pursuant to such Grants), within
ten (10) days after such written notice is sent by the Company or to require
that the Company purchase such outstanding Grants for a cash payment equal to
the excess over the purchase price of the then fair market value of the shares
of company Stock subject to the Grantee's outstanding Grants. Any installments
or such Grants not so exercised or cashed out shall thereafter lapse and be of
no further force or effect.

       

      (b)           Merger or Consolidation
Where the Company Survives. If the Company is a party to a merger or
consolidation in which the Company will be the surviving corporation, then the
Board may, in its sole discretion, elect to give each Grantee with any
outstanding Stock Options written notice of such event. If such notice is given,
each such Grantee shall thereupon have the right to exercise in fully any
installments of such Grants not previously exercised (whether or not the right
to exercise such installments has accrued pursuant to such Grants), within ten
(10) days after such written notice is sent by the Company or to require that
the Company purchase such outstanding Grants for a cash payment equal to the
excess over the purchase price of the then fair market value of the shares of
Company Stock subject to the Grantee's Outstanding Grants. Any installments of
such Grants not so exercised or cashed out shall thereafter lapse and be of no
further force and effect.

       

      
        	
                11.

              	
                Amendment and
      Termination of the Plan.

              


      

       

      (a)           Amendment. The Board
of Directors by written resolution, may amend or terminate the Plan at any time;
provided, however, that any amendment that increases the aggregate number (or
individual limit for any single Grantee) of shares of Company stock that maybe
issued or transferred under the Plan (other than by operation of Section 3(b)),
or modifies the requirements as to eligibility for employees to receive
Incentive Stock Options under the Plan, shall be subject to approval by the
shareholders of the Company. Notwithstanding the foregoing, the Board of
Directors shall not make any amendment to the Plan as to which, in the opinion
of counsel to the Company, shareholder approval is required to comply with the
requirements of Rule 16b-3 under the Exchange Act.

       

      (b)           Termination of Plan.
The Plan shall terminate on the tenth anniversary of its effective date unless
terminated earlier by the Board of Directors of the Company or unless extended
by the Board with the approval of the shareholders.


      
        
           


        

        
          7

          
            

          

        

        
           


        

      

       

      (c)           Termination and Amendment of
Outstanding Grants. A termination or amendment of the Plan that occurs
after a Grant is made shall not result in the termination or amendment of the
Grant unless the Grantee consents. The termination of the Plan shall not impair
the power and authority of the board with respect to an outstanding Grant.
Whether or not the Plan has terminated, an outstanding Grant may be terminated
or amended by agreement of the Company and the Grantee consistent with the
Plan.

       

      (d)           Governing Document.
This Plan shall be the controlling document. No other statements,
representations, explanatory materials, or examples, oral or written, may amend
the Plan in any manner. The Plan shall be binding upon and enforceable against
the Company, its successors and assigns.

       

      
        	
                12.

              	
                Funding of the
      Plan.

              


      

       

      This Plan
shall be unfunded. The Company shall not be required to establish any special or
separate fund or to make any other segregation of assets to assure the payment
of any Grants under this Plan. In no event shall interest be paid or accrued on
any Grant, including any unpaid installments of Grants.

       

      
        	
                13.

              	
                Rights of
      Participants.

              


      

       

      Nothing
in this Plan shall entitle any Participant or other person to any claim or right
to be granted an award under this Plan. Neither this Plan nor any action taken
hereunder shall be construed as giving any Participant any rights to be retained
by or in the employ of the Company.

       

      
        	
                14.

              	
                Withholding of
      Taxes.

              


      

       

      The
Company shall have the right to deduct from all Grants paid in cash, or from
other wages paid to the employee of the Company, any federal, state or local
taxes required by law to be withheld with respect to any Grants or options or
the exercise thereof. In the alternative, the Participant or other person
receiving such shares shall be required to pay to the Company the amount of any
such taxes which the Company is required to withhold.

       

      
        	
                15.

              	
                Agreements with
      Participants.

              


      

       

      Each
Grant made under this Plan shall be evidenced by a Grant Letter containing such
terms and conditions as the Board shall approve.

       

      
        	
                16.

              	
                Requirements for
      Issuance of Shares.

              


      

       

      No
Company Stock shall be issued or transferred upon any exercise of options
hereunder unless and until all legal requirements applicable to the issuance or
transfer of such Company Stock have been complied with to the satisfaction of
the Board. The Board shall have the right to condition any Stock Option granted
hereunder on such Participant's undertaking in writing to comply with such
restrictions on his subsequent disposition of such shares of Company Stock as
the Board shall deem necessary or advisable as a result of any applicable law,
regulation or official interpretation thereof, and certificates representing
such shares may be legended to reflect any such restrictions.


      
        
           


        

        
          8

          
            

          

        

        
           


        

      

       

      
        	
                17.

              	
                Headings.

              


      

       

      Section
headings are for reference only. In the event of a conflict between a title and
the content of a Section, the content of the Section shall control.

       

      
        	
                18.

              	
                Effective
      Date.

              


      

       

      (a)           Effective Date of the
Plan. Subject to the approval of the Company's shareholders, this Plan
shall be effective as of the date the Company's Articles of Incorporation are
filed and accepted by the Pennsylvania Department of State.

       

      (b)           Effectiveness of Section 16
Provisions. The provisions of the Plan that refer to, or are applicable
to persons subject to, Section 16 of the Exchange Act shall be effective, if at
all, upon registration of the Company Stock under Section 12(g) of the Exchange
Act, and shall remain effective thereafter for so long as the Company Stock is
so registered.

       

      (c)           Effectiveness of Section
162(m) Provisions. The provisions of the Plan that refer to, or are
applicable to persons subject to, Section 162(m) of the Code shall be effective,
if at all, upon registration of the Company Stock under Section 12(g) of the
Exchange Act, and shall remain effective thereafter for so long as the Company
Stock is so registered.

       

      
        	
                19.

              	
                Miscellaneous.

              


      

      


      (a)           Compliance with Law.
The Plan, the exercise of Grants and the obligations of the Company to issue or
transfer shares of Company Stock under Grants shall be subject to all applicable
laws and to approvals by any governmental or regulatory agency as may be
required. In accordance with FDIC regulations and guidelines, all option
agreements shall provide that option holders maybe required to exercise or
forfeit their options if the Bank's capital falls below minimum capital
requirements. With respect to persons subject to Section 16 of the Exchange Act,
it is the intent of the Company that the Plan and all transactions under the
Plan comply with all applicable provisions of Rule 16b-3 or its successors under
the Exchange Act. The Board may revoke any Grant if it is contrary to law or
modify a Grant to bring it into compliance with any valid and mandatory
government regulation. The Board may also adopt rules regarding the withholding
of taxes on payments to Grantees.

      


      (b)           All
powers and authority granted to the Board herein may be assigned by the Board to
a committee of the Board, including the existing personnel committee, consisting
of not less than two (2) members of the Board.

       

      (c)           Employment
by, or serving as a Non-Employee Director of, the Company or any current or
future subsidiary of the Company, including the Bank, shall constitute
employment by or service with the Company for purposes of this
Plan.



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