ACNB adopted a Restricted Stock Agreement under the ACNB Bank Variable Compensation Plan, with awards granted as shares of ACNB common stock under its 2018 Omnibus Stock Incentive Plan. Vesting is scheduled in three equal tranches, with one-third vested on March 13, 2026 and the remaining tranches vesting on Jan. 1, 2027 and Jan. 1, 2028. Unvested shares generally forfeit upon termination, except for qualified retirement at age 62 or later, when unvested shares continue to vest unless the participant joins a competitor as determined by the committee. The agreement restricts transfer of the shares until vesting or six months after grant, and states that no dividends will be paid on unvested shares. It also includes a clawback provision tied to accounting restatements, and allows tax withholding through share withholding, share sales, or payroll withholding.

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