Exhibit
10.15  
 SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN AGREEMENT
 
 
 THIS
AGREEMENT, made and entered into this 5th day of January, 2009, by and among
Embassy Bank (hereinafter referred to as the "Corporation"), a Corporation
organized and existing under the laws of Pennsylvania, and James R. Bartholomew
(hereinafter referred to as the "Employee").  This agreement replaces
in entirety prior agreements dated April 1, 2006 and February 1,
2008.
 
 WHEREAS,
the Employee has performed his duties in an efficient and capable manner;
and
 
 WHEREAS,
the Corporation is desirous of retaining the services of the Employee;
and
 
 WHEREAS,
the Board of Directors has approved the adoption of a Supplemental Executive
Retirement Plan as described in this Agreement (the “Plan”); and
 
 WHEREAS,
the Employee has been selected to participate in the Plan,
 
 NOW,
THEREFORE, for value received and in consideration of the mutual covenants
contained herein, the parties agree as follows:
 
 1.
              Normal Retirement
      Supplemental Pension
 
 a.           The
Corporation hereby agrees with the Employee that the Employee may retire upon
attaining age sixty-five (65), such age hereinafter being called the “Normal
Retirement Age.”
 
 b.           Upon
the Employee’s retirement on or after Normal Retirement Age, the Corporation
shall pay the Employee a supplemental annual pension equal to $45,000; payable
in monthly installments and continuing for a period of fifteen (15)
years.
  
  2.
              Early Retirement or
      Termination
 
 a.           If
the Employee retires or his or her employment with the Corporation is otherwise
terminated prior to attaining Normal Retirement Age, and after the Employee has
been actively employed for at least 10 years, then the Corporation will pay the
Employee a supplemental pension, payable in monthly installments and continuing
for fifteen years, in an amount indicated on the following schedule, commencing
at the age indicated:
 
 Payment
                        Commencement
      Age
                      %
      of Normal Retirement
                        Supplemental
      Pension62
                      50%63
                      60%64
                      80%65
                      100%
 
 3.
              Death or
      Disability
 
 a.           Upon
the death of the Employee while actively employed, the Employee’s designated
beneficiary shall receive the Normal Retirement Supplemental Pension; payable in
monthly installments and continuing for a period of fifteen (15)
years.
 
 b.           Upon
the death of the Employee while receiving any supplemental pension benefits as
provided in this Agreement, the Employee’s designated beneficiary shall receive
the remaining payments which would have been due the Employee.
 
 c.           If
the Employee ceases employment because of permanent disability, the Employee
will be treated as actively employed, for purposes of this Agreement, while such
disability continues.  In such event, payments hereunder will commence
upon the Employee’s attainment of Normal Retirement Age.  The
definition of disability for purposes of this agreement will be the definition
utilized in the Corporation’s group disability insurance
policy.
  
  d.           If
the Employee shall have failed to make an effective designation of beneficiary,
or if the individual or individuals so designated shall die prior to receiving
all payments required to made to them hereunder and there is no designated
alternate beneficiary, then in such event the remaining payments shall be made
first to the Employee’s surviving spouse, second the Employee’s surviving
children, equally per stirpes if there is no surviving spouse, and finally to
the estate of the Employee if there are neither a surviving spouse nor surviving
children.
 
 4.
              Assignment
 
 Except as
otherwise provided herein, it is understood that neither the Employee, nor any
person designated by him pursuant to this Agreement, shall have any right to
commute, sell, assign, transfer or otherwise convey the right to receive
payments to be made hereunder, which payments and the right thereto are
expressly declared to be non-assignable and non-transferable.  If such
assignment or transfer is attempted, the Corporation may disregard it and
continue to discharge its obligations hereunder as though such assignment or
transfer were not attempted.
 
 5.
              Independent
      Arrangement
 
 The
benefits payable under this Agreement shall be independent of, and in addition
to, any other agreement which may exist from time to time between the parties
hereto, or any other compensation payable by the Employee’s
employer.  This Agreement shall not be deemed to constitute a contract
of employment between the parties hereto, nor shall any provisions hereof
restrict the right of the Employee’s employer to discharge the Employee or
restrict the right of the Employee to terminate his or her
employment.
 
 6.
              Non-Trust or Fiduciary
      Obligation
 
 a.           The
rights of the Employee under this Agreement and of any beneficiary of the
Employee or of any other person who may acquire such rights shall be solely
those of an unsecured creditor of the Corporation.  Any insurance
policy on the life of the Employee or any other asset acquired by the
Corporation in connection with the obligations assumed by it hereunder shall not
be deemed to be held under any trust for the benefit of the Employee or his or
her beneficiaries or to be security for the performance of the obligations of
the Corporation, but shall be, and remain, a general, unpledged, unrestricted
asset of the Corporation.
  
  b.           Nothing
contained in the Agreement and no action taken pursuant to the provisions of the
Agreement shall create or be construed to create a trust of any kind, or a
fiduciary relationship between the Corporation and the Employee or his or her
beneficiaries.
 
 7.
              Change of
      Control
 
 a.           If
the Employee’s employment with the Corporation is involuntarily terminated
within two years after a “Change in Control” (as defined below) of the
Employee’s employer, payment hereunder will commence immediately in an amount
equal to the amount which would have been payable as if Employee were employed
until Normal Retirement Age.
 
 b.           As
used herein, the term “Change of Control” shall mean that any “person” or
“group” within the meaning of Sections 13(d) and 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the “Act”) has become the “beneficial owner”
as defined in Rule 13d-3 under the Act, of 20% or more of the then outstanding
voting securities of the Corporation.
 
 c.           Change
in Control is subject to the definition and provisions contained in Internal
Revenue Code Section 409A.
 
 8.
              Arbitration
 
 a.           Any
controversy or claim arising out of or relating to this Agreement shall be
settled by arbitration in accordance with Rules of the American Arbitration
Association, and judgment upon the award rendered by an arbitrator may be
entered in any court having jurisdiction thereof.
  
  b.           The
parties hereby submit themselves and consent to the jurisdiction of the Courts
of the State of Pennsylvania and further consent that any process or notice of
motion, or other application of the Court, or any Judge thereof, may be served
outside the State of Pennsylvania by certified mail or by personal service
provided that a reasonable time for appearance is allowed.  The
arbitrators in any such controversy shall have no authority or power to modify
or alter any express condition or provision of this Agreement or to render an
award which has the effect of altering or modifying any express condition or
provision hereof.
 
 9.
              Miscellaneous
      Provisions
 
 a.           This
Agreement shall be binding upon and inure to the benefit of any successor of the
Corporation and any such successor shall be deemed substituted for the
Corporation under the terms of this Agreement.
 
 b.           This
instrument contains the entire Agreement of the parties.  It may be
amended only by a writing signed by both of the parties hereto.
 
 c.           This
Agreement shall be governed and construed in accordance with the law of the
State of Pennsylvania.
 
 d.           The
Corporation intends in good faith that this plan comply with Internal Revenue
Code 409A.  To the extent any provision of this plan is deemed
inconsistent with that section, said provision in hereby expunged and the plan
shall be deemed amended to comply with said law and the Corporation shall take
such steps as to amend the plan so that it complies in form with Section
409A.
  
  IN
WITNESS WHEREOF, the parties have hereunto set their hands and seals, the
Corporation by it duly authorized officer, on the day and year first above
written.
 
 
 /s/ James R.
      Bartholomew
                    (L.S.)James
      R. Bartholomew(Corporation
      by)/s/ Elmer
      Gates
                    (L.S.)Corporate
      Officer