ENB FINANCIAL CORP






 


Exhibit
10.2


 


ENB
FINANCIAL CORP


 


2011
EMPLOYEE STOCK PURCHASE PLAN


 


The
following constitute the provisions of ENB Financial Corp’s 2011 Employee Stock Purchase Plan.


 


1.Purpose.
The purpose of the Plan is to provide employees of the Corporation and Designated Subsidiaries with an opportunity to purchase
Common Stock of the Corporation. It is the intention of the Corporation to have the Plan qualify as an “Employee Stock Purchase
Plan” under Section 423 of the Internal Revenue Code. The provisions of the Plan shall, accordingly, be construed so as
to extend and limit participation in a manner consistent with the requirements of that section of the Internal Revenue Code.


 


2.Definitions.


 


(a)“Board”
means the Board of Directors of the Corporation.


 


(b)“Code”
means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.


 


(c)“Common
Stock” means the Common Stock of the Corporation.


 


(d)“Compensation”
means total cash compensation received by an Employee from the Corporation or a Designated Subsidiary. By way of illustration,
but not limitation, Compensation includes regular compensation such as salary, wages, overtime, shift differentials, bonuses,
commissions and incentive compensation, but excludes relocation, expense reimbursements, tuition or other reimbursements and income
realized as a result of participation in any stock option, stock purchase, or similar plan of the Corporation or any Designated
Subsidiary.


 


(e)“Continuous
Status as an Employee” means the absence of any interruption or termination of service as an Employee. Continuous
Status as an Employee shall not be considered interrupted in the case of (i) sick leave; (ii) military leave; or (iii) any other
leave of absence approved by the Administrator, provided that such leave is for a period of not more than 90 days, unless reemployment
upon the expiration of such leave is guaranteed by contract or law, or unless provided otherwise pursuant to corporate policy
adopted from time to time.


 


(f)“Contributions”
means all amounts credited to the account of a participant pursuant to the Plan.


 


(g)“Corporate
Transaction” means a sale of all or substantially all of the Corporation’s assets, or a merger, consolidation
or other capital reorganization of the Corporation with or into another corporation, or any other transaction or series of related
transactions in which the Corporation’s shareholders immediately prior thereto own less than 50% of the voting stock of
the Corporation (or its successor or parent) immediately thereafter.


 


(h)“Corporation”
means ENB Financial Corp.


 


(i)“Designated
Subsidiaries” means the Subsidiaries that have been designated by the Board from time to time in its sole discretion
as eligible to participate in the Plan; provided however that the Board shall only have the discretion to designate Subsidiaries
if the issuance of options to such Subsidiary’s Employees pursuant to the Plan would not cause the Corporation to incur
adverse accounting charges.


 


(j)“Employee”
means any person, including an Officer, who is considered an Employee for tax purposes and who is customarily employed for
at least twenty (20) hours per week and more than five (5) months in a calendar year by the Corporation or Designated Subsidiaries.


 


(k)“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder.


 


(l)“Offering
Date” means the first business day of each Offering Period of the Plan.


 









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(m)“Offering
Period” means a period of six (6) months commencing on January 1 and July 1 of each year, except for the first Offering
Period as set forth in Section 4(a).


 


(n)“Officer”
means a person who is an officer of the Corporation or a Designated Subsidiary within the meaning of Section 16 of the Exchange
Act and the rules and regulations promulgated thereunder.


 


(o)“Plan”
means this 2011 Employee Stock Purchase Plan.


 


(p)“Purchase
Date” means the last day of each Purchase Period of the Plan.


 


(q)“Purchase
Period” means a period of three (3) months within an Offering Period, except for the Purchase Periods in the first
Offering Period as set forth in Section 4(b) or as defined elsewhere in the plan.


 


(r)“Purchase
Price” means with respect to a Purchase Period an amount equal to 90% of the Fair Market Value (as defined in Section
7(b) below) of a Share of Common Stock on the Purchase Date; provided, however, that in the event (i) of any increase in the number
of Shares available for issuance under the Plan as a result of a shareholder-approved amendment to the Plan, and (ii) all or a
portion of such additional Shares are to be issued with respect to one or more Offering Periods that are underway at the time
of such increase (“Additional Shares”), and (iii) the Fair Market Value of a Share of Common Stock on the date
of such increase (the “Approval Date Fair Market Value”) is higher than the Fair Market Value on the Offering
Date for any such Offering Period, then in such instance the Purchase Price with respect to Additional Shares shall be 90% of
the Approval Date Fair Market Value or the Fair Market Value of a Share of Common Stock on the Purchase Date, whichever is lower.


 


(s)“Share”
means a share or fractional share of Common Stock, as adjusted in accordance with Section 19 of the Plan.


 


(t)“Subsidiary”
means a corporation, domestic or foreign, of which not less than 50% of the voting shares are held by the Corporation or a
Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Corporation or a Subsidiary.


 


3.
Eligibility.


 


(a)Any
person who is an Employee as of the Offering Date of a given Offering Period shall be eligible to participate in such Offering
Period under the Plan, subject to the requirements of Section 5(a) and the limitations imposed by Section 423(b) of the Code;
provided however that eligible Employees may not participate in more than one Offering Period at a time.


 


(b)Any
provisions of the Plan to the contrary notwithstanding, no Employee shall be granted an option under the Plan (i) if, immediately
after the grant, such Employee (or any other person whose stock would be attributed to such Employee pursuant to Section 424(d)
of the Code) would own capital stock of the Corporation and/or hold outstanding options to purchase stock possessing five percent
(5%) or more of the total combined voting power or value of all classes of stock of the Corporation or of any subsidiary of the
Corporation, or (ii) if such option would permit his or her rights to purchase stock under all employee stock purchase plans (described
in Section 423 of the Code) of the Corporation and its Subsidiaries to accrue at a rate that exceeds Twenty-Five Thousand Dollars
($25,000) of the Fair Market Value (as defined in Section 7(b) below) of such stock (determined at the time such option is granted)
for each calendar year in which such option is outstanding at any time.


 


4.Offering
Periods and Purchase Periods.


 


(a)Offering
Periods. The Plan shall be generally implemented by a series of Offering Periods of six (6) months’ duration, with new
Offering Periods (other than the first Offering Period) commencing on or about January 1 and July 1 of each year (or at such other
time or times as may be determined by the Board of Directors). The first Offering Period shall commence on July 1, 2011 (the “Initial
Offering Date”) and continue until December 31, 2011. The Plan shall continue until terminated in accordance with Section
20 hereof. The Board shall have the power to change the duration and/or the frequency of Offering Periods with respect to future
offerings without shareholder approval if such change is announced at least five (5) days prior to the scheduled beginning of
the first Offering Period to be affected.


 


(b)Purchase
Periods. Each Offering Period may generally consist of two (2) consecutive purchase periods of three (3) months. A Purchase
Period commencing on January 1 shall end on the next March 31. A Purchase Period



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 commencing on April 1 shall end on the
next June 30. The first Purchase Period of the first Offering Period shall commence on July 1, 2011 and shall end on September
30, 2011. The Board shall have the power to change the duration and/or frequency of Purchase Periods with respect to future purchases
without shareholder approval if such change is announced at least ten (10) days prior to the scheduled beginning of the first
Purchase Period to be affected.


 


5.Participation.


 


(a)An
eligible Employee may become a participant in the Plan by completing a subscription agreement on the form provided by the Corporation
and filing it with the Corporation or the stock brokerage or other financial services firm designated by the Corporation (the
“Designated Broker”) prior to the applicable Offering Date, unless a later time for filing the subscription agreement
is set by the Board for all eligible Employees with respect to a given Offering Period. The subscription agreement shall set forth
the percentage of the participant’s Compensation (subject to Section 6(a) below) to be paid as Contributions pursuant to
the Plan.


 


(b)Mandatory
payroll deductions shall commence on the first full payroll following the Offering Date and shall end on the last payroll paid
on or prior to the last Purchase Period of the Offering Period to which the subscription agreement is applicable, unless sooner
terminated by the participant as provided in Section 10.


 


6.Method
of Payment of Contributions.


 


(a)Mandatory
payroll deductions shall be made on each payday during the Offering Period in whole percentage amounts not less than zero percent
(0%) and not more than twenty percent (20%) (or such other percentage as the Board may establish from time to time before an Offering
Date) of such participant’s Compensation on each payday during the Offering Period. All payroll deductions made by a participant
shall be credited to his or her account under the Plan. A participant may not make any additional payments into such account.


 


(b)A
participant may discontinue participation in the Plan as provided in Section 10, or, unless otherwise provided by the Plan administrator,
on one occasion during a Purchase Period increase and on one occasion during a Purchase Period decrease the rate of Contributions
with respect to the ongoing Offering Period by completing and filing with the Corporation a new subscription agreement authorizing
a change in the payroll deduction rate. The change in rate shall be effective as of the beginning of the next calendar month following
the date of filing of the new subscription agreement, if the agreement is filed at least ten (10) business days prior to such
date and, if not, as of the beginning of the next succeeding calendar month.


 


(c)Notwithstanding
the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b) herein, a participant’s
payroll deductions may be decreased during any Offering Period scheduled to end during the current calendar year to 0%. Payroll
deductions shall re-commence at the rate provided in such participant’s subscription agreement at the beginning of the first
Offering Period that is scheduled to end in the next calendar year, unless terminated by the participant as provided in Section
10.


 


7.Grant
of Option.


 


(a)On
the Offering Date of each Offering Period, each eligible Employee participating in such Offering Period shall be granted an option
to purchase on each Purchase Date a number of Shares of the Corporation’s Common Stock determined by dividing such Employee’s
Contributions retained in his account and accumulated, by the applicable Purchase Price; provided however that the maximum number
of Shares an Employee may purchase during the calendar year shall be 2,500 Shares (subject to any adjustment pursuant to Section
19 below), and provided further that such purchase shall be subject to the limitations set forth in Sections 3(b) and 13.


 


(b)The
fair market value of the Corporation’s Common Stock on a given date (the “Fair Market Value”) shall be
determined by one of the following methods. If the Corporation’s Common Stock is traded on a national securities exchange
including The Nasdaq Stock Market, LLC, the Fair Market Value shall be the last reported sale price on the relevant date or (if
there were no trades on that date) the latest preceding date upon which a sale was reported. If the Common Stock is not traded
on such exchange or market, the Fair Market Value shall be the average of the high and low sale prices per share on the relevant
date or the latest preceding date upon which a sale was reported as reported by the applicable customary reporting service or
market (including the Over-the-Counter Bulletin Board). If the Common Stock is not traded in a public market or subject to reported
transactions as set forth above, or if the Board determines that the results of the above methodology is not an accurate reflection
of the Fair Market Value, the Fair Market Value per share shall be determined by the Board using a method consistent with Section
423 of the Code and regulations thereunder.


 



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8.Exercise
of Option. Unless a participant withdraws from the Plan as provided in Section 10, his or her option for the purchase of Shares
will be exercised automatically on each Purchase Date of an Offering Period, and the maximum number of Shares, including fractional
shares computed to four decimal places, subject to the option will be purchased at the applicable Purchase Price with the accumulated
Contributions in his or her account. All Contributions will be used for the purchase of shares and all participant account balances
will be $0.00 following the purchase. In the event a participant withdraws from the plan pursuant to Section 10 below, any accumulated
Contributions and Shares of Common Stock in a participant’s account after his withdrawal from the Plan shall be returned
to the participant within ten (10) days after receipt of notice. The Shares purchased upon exercise of an option hereunder shall
be deemed to be transferred to the participant on the Purchase Date. During his or her lifetime, a participant’s option
to purchase Shares hereunder is exercisable only by him or her.


 


9.Delivery.
As promptly as practicable after each Purchase Date of each Offering Period, the number of Shares purchased by each participant
upon exercise of his or her option shall be deposited into an account established in the participant’s name with the Designated
Broker. Shares will not be sent to Plan participants, in certificate, unless they elect to withdraw those shares pursuant to Section
10 of the Plan.


 


10.Voluntary
Withdrawal; Termination of Employment.


 


(a)A
participant may withdraw all (but not less than all) the Contributions credited to his or her account under the Plan at any time
prior to each Purchase Date by giving written notice to the Corporation or the Designated Broker, as directed by the Corporation,
provided that the holding periods of Section 13(d) have been met. Unless a participant requests that Shares credited to his or
her account be issued in certificate form and cash be issued for any fractional shares, all of the participant’s Contributions
and Shares credited to his or her account will be automatically enrolled in the Corporation’s dividend reinvestment and
stock purchase plan and his or her option for the current period will be automatically terminated, and no further Contributions
for the purchase of Shares will be made during the Offering Period. If a participant requests certificates be issued for his or
her Shares, any fractional interest withdrawn will be liquidated by the Designated Broker on the basis of the then current Fair
Market Value of the Corporation’s Common Stock and a check issued for the proceeds thereof. In no case will certificates
representing a fractional interest be issued.


 


(b)Upon
termination of the participant’s Continuous Status as an Employee prior to the Purchase Date of an Offering Period for any
reason, including retirement or death, the Contributions credited to his or her account will be returned to him or her or, in
the case of his or her death, to the person or persons entitled thereto under Section 15, and his or her option will be automatically
terminated.


 


(c)In
the event an Employee fails to remain in Continuous Status as an Employee of the Corporation or a Designated Subsidiary for at
least twenty (20) hours per week during the Offering Period in which the employee is a participant, he or she will be deemed to
have elected to withdraw from the Plan and the Contributions credited to his or her account will be returned to him or her and
his or her option terminated.


 


(d)A
participant’s withdrawal from an offering will not have any effect upon his or her eligibility to participate in a succeeding
offering or in any similar plan that may hereafter be adopted by the Corporation.


 


11.Automatic
Withdrawal. There shall be no automatic withdrawal from the plan unless authorized by the Board or by the Plan.


 


12.Interest.
No interest shall accrue on the Contributions of a participant in the Plan.


 


13.Stock.


 


(a)Subject
to adjustment as provided in Section 19, the maximum number of Shares which shall be made available for sale under the Plan is
140,000 Shares. If the Board determines that, on a given Purchase Date, the number of shares with respect to which options are
to be exercised may exceed (i) the number of shares of Common Stock that were available for sale under the Plan on the Offering
Date of the applicable Offering Period, or (ii) the number of shares available for sale under the Plan on such Purchase Date,
the Board may in its sole discretion provide (x) that the Corporation shall make a pro rata allocation of the Shares of
Common Stock available for purchase on such Offering Date or Purchase Date, as applicable, in as uniform a manner as shall be
practicable and as it shall determine in its sole discretion to be equitable


 



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among all participants exercising options to purchase
Common Stock on such Purchase Date, and continue all Offering Periods then in effect, or (y) that the Corporation shall make a
pro rata allocation of the shares available for purchase on such Offering Date or Purchase Date, as applicable, in as uniform
a manner as shall be practicable and as it shall determine in its sole discretion to be equitable among all participants exercising
options to purchase Common Stock on such Purchase Date, and terminate any or all Offering Periods then in effect pursuant to Section
20 below. The Corporation may make pro rata allocation of the Shares available on the Offering Date of any applicable Offering
Period pursuant to the preceding sentence, notwithstanding any authorization of additional Shares for issuance under the Plan
by the Corporation’s shareholders subsequent to such Offering Date. 


 


 (b)The
participant shall have no interest or voting right in Shares covered by his or her option until such option has been exercised.


 


(c)Shares
to be delivered to a participant under the Plan will be registered in the name of the participant or in the name of the participant
and his or her spouse.


 


(d)The
participant agrees not to sell any Share unless that Share has been issued and held at least twelve (12) consecutive months after
the applicable purchase date, unless so authorized by the Board or a committee named by the Board pursuant to Section 14 below.


 


14.Administration.
The Board, or a committee named by the Board, shall supervise and administer the Plan and shall have full power to adopt, amend
and rescind any rules deemed desirable and appropriate for the administration of the Plan and not inconsistent with the Plan,
to construe and interpret the Plan, and to make all other determinations necessary or advisable for the administration of the
Plan.


 


15.Designation
of Beneficiary.


 


(a)A
participant may designate a beneficiary who is to receive any Shares and cash, if any, from the participant’s account under
the Plan in the event of such participant’s death subsequent to the end of a Purchase Period but prior to delivery to him
or her of such Shares and cash. In addition, a participant may designate a beneficiary who is to receive any cash from the participant’s
account under the Plan in the event of such participant’s death prior to the Purchase Date of an Offering Period. If a participant
is married and the designated beneficiary is not the spouse, spousal consent shall be required for such designation to be effective.
Beneficiary designations under this Section 15(a) shall be made as directed by the Corporation.


 


(b)Such
designation of beneficiary may be changed by the participant (and his or her spouse, if any) at any time by written notice. In
the event of the death of a participant and in the absence of a beneficiary validly designated under the Plan who is living at
the time of such participant’s death, the Corporation shall deliver upon written request within a commercially reasonable
time such Shares and/or cash to the executor or administrator of the estate of the participant, or if no such executor or administrator
has been appointed (to the knowledge of the Corporation), the Corporation, in its discretion, may deliver upon written request
within a commercially reasonable time such Shares and/or cash to the spouse or to any one or more dependents or relatives of the
participant, or if no spouse, dependent or relative is known to the Corporation, then to such other person as the Corporation
may designate.


 


16.Transferability.
Neither Contributions credited to a participant’s account nor any rights with regard to the exercise of an option or to
receive Shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the
laws of descent and distribution, or as provided in Section 15) by the participant. Any such disposition in contravention of this
Section will be without effect.


 


17.Use
of Funds. All Contributions received or held by the Corporation under the Plan may be used by the Corporation for any corporate
purpose, and the Corporation shall not be obligated to segregate such Contributions.


 


18.Reports.
Individual accounts will be maintained for each participant in the Plan. Statements of account will be provided to participating
Employees by the Corporation or the Designated Broker at least annually, which statements will set forth the amounts of Contributions,
the per Share Purchase Price, the number of Shares purchased and the remaining cash balance, if any.


 


19.Adjustments
Upon Changes in Capitalization; Corporate Transactions.


 


(a)Adjustment.
Subject to any required action by the shareholders of the Corporation, the number of Shares covered by each option under the Plan
that has not yet been exercised and the number of Shares that have been authorized for issuance under the Plan but have not yet
been placed under option (collectively, the “Reserves”), as well as the maximum number of shares of Common Stock that
may be purchased by a participant in a Purchase Period, the number of shares of Common Stock set forth in Section 13(a)(i) above,
and the price per Share of Common Stock covered by each option under the Plan that has not yet been exercised, shall be proportionately
adjusted for any increase or decrease in the number of


 



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issued Shares resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock (including any such change in the number of Shares of Common Stock
effected in connection with a change in domicile of the Corporation), or any other increase or decrease in the number of Shares
effected without receipt of consideration by the Corporation; provided however that conversion of any convertible securities of
the Corporation shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall
be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided
herein, no issue by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an option.
 


 


(b)Corporate
Transactions. In the event of a dissolution or liquidation of the Corporation, any Purchase Period and Offering Period then
in progress will terminate immediately prior to the consummation of such action, unless otherwise provided by the Board. In the
event of a Corporate Transaction, each option outstanding under the Plan shall be assumed or an equivalent option shall be substituted
by the successor corporation or a parent or Subsidiary of such successor corporation. In the event that the successor corporation
refuses to assume or substitute for outstanding options, each Purchase Period and Offering Period then in progress shall be shortened
and a new Purchase Date shall be set (the “New Purchase Date”), as of which date any Purchase Period and Offering
Period then in progress will terminate. The New Purchase Date shall be on or before the date of consummation of the transaction
and the Board shall notify each participant in writing, at least ten (10) days prior to the New Purchase Date, that the Purchase
Date for his or her option has been changed to the New Purchase Date and that his or her option will be exercised automatically
on the New Purchase Date, unless prior to such date he or she has withdrawn from the Offering Period as provided in Section 10.
For purposes of this Section 19, an option granted under the Plan shall be deemed to be assumed, without limitation, if, at the
time of issuance of the stock or other consideration upon a Corporate Transaction, each holder of an option under the Plan would
be entitled to receive upon exercise of the option the same number and kind of shares of stock or the same amount of property,
cash or securities as such holder would have been entitled to receive upon the occurrence of the transaction if the holder had
been, immediately prior to the transaction, the holder of the number of Shares of Common Stock covered by the option at such time
(after giving effect to any adjustments in the number of Shares covered by the option as provided for in this Section 19); provided
however that if the consideration received in the transaction is not solely common stock of the successor corporation or its parent
(as defined in Section 424(e) of the Code), the Board may, with the consent of the successor corporation, provide for the consideration
to be received upon exercise of the option to be solely common stock of the successor corporation or its parent equal in Fair
Market Value to the per Share consideration received by holders of Common Stock in the transaction.


 


The
Board may, if it so determines in the exercise of its sole discretion, also make provision for adjusting the Reserves, as well
as the price per Share of Common Stock covered by each outstanding option, in the event that the Corporation effects one or more
reorganizations, recapitalizations, rights offerings or other increases or reductions of Shares of its outstanding Common Stock,
and in the event of the Corporation being consolidated with or merged into any other corporation.


 


20.Amendment
or Termination.


 


(a)The
Board may at any time and for any reason terminate or amend the Plan. Except as provided in Section 19, no such termination of
the Plan may affect options previously granted, provided that the Plan or an Offering Period may be terminated by the Board on
a Purchase Date or by the Board’s setting a new Purchase Date with respect to an Offering Period and Purchase Period then
in progress if the Board determines that termination of the Plan and/or the Offering Period is in the best interests of the Corporation
and the shareholders or if continuation of the Plan and/or the Offering Period would cause the Corporation to incur adverse accounting
charges as a result of a change after the effective date of the Plan in the generally accepted accounting rules applicable to
the Plan. Except as provided in Section 19 and in this Section 20, no amendment to the Plan shall make any change in any option
previously granted that adversely affects the rights of any participant. In addition, to the extent necessary to comply with Rule
16b-3 under the Exchange Act, or under Section 423 of the Code (or any successor rule or provision or any applicable law or regulation),
the Corporation shall obtain shareholder approval in such a manner and to such a degree as so required.


 


(b)Without
shareholder consent and without regard to whether any participant rights may be considered to have been adversely affected, the
Board (or its committee) shall be entitled to change the Offering Periods and Purchase Periods, limit the frequency and/or number
of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a participant in order to adjust
for delays or mistakes in the Corporation’s processing of properly completed withholding elections, establish reasonable
waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of
Common Stock for each participant properly correspond with amounts withheld from the participant’s Compensation, and establish
such other limitations or procedures as the Board (or its committee) determines in its sole discretion advisable that are consistent
with the Plan.


 



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21.Notices.
All notices or other communications by a participant to the Corporation under or in connection with the Plan shall be deemed to
have been duly given when received in the form specified by the Corporation at the location, or by the person, designated by the
Corporation for the receipt thereof.


 


22.Conditions
Upon Issuance of Shares. Shares shall not be issued with respect to an option unless the exercise of such option and the issuance
and delivery of such Shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including,
without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder,
applicable state securities laws and the requirements of any stock exchange upon which the Shares may then be listed, and shall
be further subject to the approval of counsel for the Corporation with respect to such compliance.


 


As
a condition to the exercise of an option, the Corporation may require the person exercising such option to represent and warrant
at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to
sell or distribute such Shares if, in the opinion of counsel for the Corporation, such a representation is required by any of
the applicable provisions of law.


 


23.Term
of Plan; Effective Date. The Plan became effective June 1, 2011. It shall continue in effect for a term of ten (10) years
unless sooner terminated under Section 20.


 


24.Additional
Restrictions of Rule 16b-3. The terms and conditions of options granted hereunder to, and the purchase of Shares by, persons
subject to Section 16 of the Exchange Act shall comply with the applicable provisions of Rule 16b-3. This Plan shall be deemed
to contain, and such options shall contain, and the Shares issued upon exercise thereof shall be subject to, such additional conditions
and restrictions as may be required by Rule 16b-3 to qualify for the maximum exemption from Section 16 of the Exchange Act with
respect to Plan transactions.


 






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ENB
FINANCIAL CORP


 


2011
EMPLOYEE STOCK PURCHASE PLAN


PROGRAM
SUBSCRIPTION AGREEMENT


 


New
Election ______         


Change
of Election ______         


Personal
Information Change                


 


1.I,
__________________________, hereby elect to participate in the ENB Financial Corp 2011 Employee Stock Purchase Plan (the “Plan”)
and subscribe to purchase shares of ENB Financial Corp’s Common Stock in accordance with this Subscription Agreement and
the Plan. I will continue to be enrolled in the Plan until I voluntarily withdraw or am withdrawn from the Plan.


 


2.I
elect to have Contributions in the amount of ______% of my Compensation, as those terms are defined in the Plan, applied to this
purchase. I understand that this amount is limited to whole percentages and cannot be less than 0% and not more than 20% of my
Compensation during the Offering Period. I also understand that I cannot purchase more than 2,500 Shares during any calendar year
under the Plan.


 


3.I
hereby authorize payroll deductions from each pay during the Offering Period at the rate stated in Item 2 above. I understand
that all payroll deductions made by me shall be credited to my account under the Plan and that I may not make any additional payments
into such account. I understand that all payments made by me shall be accumulated for the purchase of whole and fractional shares
to four decimal places of Common Stock at the applicable purchase price determined in accordance with the Plan. I further understand
that, except as otherwise set forth in the Plan, shares will be purchased for me automatically on the Purchase Date of each Offering
Period unless I otherwise withdraw from the Plan by giving written notice to the Corporation for such purpose pursuant to the
terms and conditions of the plan.


 


4.I
understand that I may discontinue my participation in the Plan at any time prior to the Purchase Date as provided in Section 10
of the Plan. I also understand that, unless otherwise provided by the Plan administrator, I can increase or decrease the rate
of my Contributions on one occasion only with respect to each rate change during any Purchase Period by completing and filing
a new Subscription Agreement. Such increase or decrease taking effect the first pay of the next calendar month following the date
of filing of the new Subscription Agreement, provided the Agreement is filed at least ten (10) business days prior to such date,
and if not, as of the beginning of the next month. Further, I may change the percentage of deductions for future Offering Periods
by filing a new Subscription Agreement, and any such change will be effective as of the beginning of the next Offering Period.
In addition, I acknowledge that, unless I discontinue my participation in the Plan as provided in Section 10 of the Plan, my election
will continue to be effective for each successive Offering Period.


 


5.I
have received a copy of the ENB Financial Corp’s most recent Plan description and a copy of the complete “ENB Financial
Corp 2011 Employee Stock Purchase Plan.” I understand that my participation in the Plan is in all respects subject to the
terms of the Plan.


 


6.I
understand that Shares purchased for me under the Plan can be:


 


•Issued
Solely in the name of me, the Employee, OR


 






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    	ENB FINANCIAL CORP



    
 


•Issued
jointly in the names of me, the Employee and my Spouse (cannot be issued to non-spouse).


 


	 	Employee First, Middle and Last Name (required)
	 	 	 	 
	 	_____________________________________ 	 	Relationship:     Self/Employee
	 	 	 	 
	 	Spouse First, Middle and Last Name (complete only if you want joint issuance of Shares)
	 	 	 	 
	 	_____________________________________ 	 	Relationship:     Spouse


 


In
the event of my death, I hereby designate the following as my beneficiary(ies) to receive all payments and Shares due to me under
the Plan:


 


	NAME: (Please print)	 
	 	(First)	(Middle)	(Last)
	 	 	 	 
	 _____________________________________	 
	 (Relationship)	(Address)	 	 
	 	 	 	 
	 	 


 


7.I
understand that if I dispose of any Shares received by me pursuant to the Plan within two years after the Offering Date (the first
day of the Offering Period during which I purchased such Shares) or within one (1) year after the Purchase Date, I will be treated
for Federal Income Tax purposes as having received ordinary compensation income at the time of such disposition in an amount equal
to the excess of the Fair Market Value of the Shares on the Purchase Date over the price that I paid for the Shares, regardless
of whether I disposed of the Shares at a price less than their Fair Market Value at the Purchase Date. The remainder of the gain
or loss, if any, recognized on such disposition will be treated as capital gain or loss.


 


I
hereby agree to notify ENB Financial Corp in writing within thirty (30) days after the date of any such disposition, and I will
make adequate provision for Federal, State or other tax withholding obligations, if any, that arise upon the disposition of the
Common Stock. The Corporation may, but will not be obligated to, withhold from my compensation the amount necessary to meet
any applicable withholding obligation including any withholding necessary to make available to the Corporation any tax deductions
or benefits attributable to the sale or early disposition of Common Stock by me.


 


8.If
I dispose of such Shares at any time after expiration of the two year and one year holding periods, I understand that I will be
treated for federal income tax purposes as having received compensation income only to be the extent of an amount equal to the
lesser of (1) the excess of the fair market value of the shares at the time of such disposition over the purchase price that I
paid for the shares under the option, or (2) 10% of the Fair Market Value of the Shares on the Offering Date. The remainder of
the gain or loss, if any, recognized on such disposition will be treated as capital gain or loss.


 


I
understand that this tax summary is only a summary and is subject to change. I further understand that I should consult a
tax advisor concerning the tax implications of the purchase and sale of stock under the Plan.


 


9.I
hereby agree to be bound by the terms of the Plan. The effectiveness of this Subscription Agreement is dependent upon my eligibility
to participate in the Plan.


 






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    	ENB FINANCIAL CORP



    



 


	Employee (Required for participation)	 	Spouse (Required only if
    beneficiary is not spouse)
	 	 	 
	Name _________________________________	 	Name _________________________________
	SS #   _________________________________	 	SS #   _________________________________
	Street _________________________________	 	Street _________________________________
	City    __________ State ___ Zip ____________	 	City    __________ State ___ Zip ____________
	 	 	 
	______________________________________ 	 	______________________________________ 
	Employee Signature Required	 	Spouse Signature
	 	 	 
	______________________________________	 	______________________________________
	Date Signed	 	Date Signed


 



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    	ENB FINANCIAL CORP



    



 


 


2011
EMPLOYEE STOCK PURCHASE PLAN


NOTICE
OF WITHDRAWAL


 


I,
___________________________, hereby elect to withdraw my participation in the ENB Financial Corp 2011 Employee Stock Purchase
Plan (the “Plan”). This withdrawal covers all Contributions and Shares of ENB Financial Corp Common Stock credited
to my account and is effective on the date designated below.


 


I
understand that all outstanding cash credited to my account will be paid to me within ten (10) business days of receipt by the
Corporation of this Notice of Withdrawal and that my option for the current period will automatically terminate, and that no further
Contributions for the purchase of shares can be made by me during the Offering Period. I understand that my Shares will be automatically
enrolled in the ENB Financial Corp Dividend Reinvestment and Stock Purchase Plan unless I notify the Plan administrator that I
want a stock certificate and cash for my fractional shares.


 


The
undersigned further understands and agrees that he or she shall be eligible to participate in succeeding offering periods only
by delivering to the Corporation a new Subscription Agreement.


 


	Dated:________________	______________________________
	 	Signature of Employee
	 	 
	 	 
	 	______________________________
	 	Social Security Number


 














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