¹The securities “beneficially owned” by an individual are determined in accordance with the definitions of “beneficial ownership” set forth in the General Rules and Regulations of the SEC and may include securities owned by or for the individual’s spouse and minor children and any other relative who has the same home, as well as securities to which the individual has or shares voting or investment power or has the right to acquire beneficial ownership within 60 days after March 1, 2016.2017. Beneficial ownership may be disclaimed as to certain of the securities.

²Information furnished by the directors and the Corporation.

³Less than 1% unless otherwise indicated. Based on 5,620,2055,671,451 shares outstanding as of March 1, 2016.2017.

⁴Includes 111,777 shares held individually by Mr. Bower, 930 shares held jointly with his spouse, and 1,031 shares held as custodian for his grandchildren. Includes 30,921 pledged shares.

⁴⁵Includes 15,12643,144 shares held individually by Mr. R.A. Bull, 6,452 shares held by Bull & Bull, LLP, a law firm of which Mr. Bull is a partner, 60,957 shares held jointly with his spouse, and 4,145 shares held individually by his spouse.

⁶Includes 6,843 shares held individually by Mr. Prosseda and 3,541 shares held in his Bank 401(k) plan.

⁷Includes 687 shares held individually by Mr. Fabian, 20,831 shares by the Jerome F. Fabian Trust Under Agreement for which Mr. Fabian exercises dispositive power, and 34,890 shares held jointly with his spouse.

⁸Includes 1,250 shares held individually by Mr. Gerlach and 8,227 shares held jointly with his spouse.

⁹Includes 8,825 shares held individually by Mr. Saracino.

¹⁰Includes 113,935 shares held individually by Mr. Arndt, 2,026 shares held individually by his spouse, and 9611,002 shares held as custodian for his children.

⁵¹¹Includes 26,086 shares held individually by Mr. Bazewicz and 6,559 shares held jointly with his spouse.

⁶Includes 50,39543,195 shares held individually by Mr. R.E. Bull, 6,1896,452 shares held by Bull Bull & McDonald,Bull, LLP, a law firm of which Mr. Bull is a partner, and 83,670 shares held by the Sara E. Bull Decedent Estate Trust of which Mr. Bull is the trustee.

⁷¹²Includes 41,71145,373 shares held individually by Dr. Conahan and 21,442 shares held jointly with his spouse.

⁸Includes 106,431 shares held individually by Mr. Bower, 892 shares held jointly with his spouse, and 990 shares held as custodian for his grandchildren. Includes 28,026 pledged shares.

⁹Includes 41,381 shares held individually by Mr. R.A. Bull, 6,189 shares held by Bull, Bull & McDonald, LLP, a law firm of which Mr. Bull is a partner, 56,164 shares held jointly with his spouse, and 3,975 shares held individually by his spouse.

¹⁰Includes 6,764 shares held individually by Mr. Prosseda and 3,351 shares held in his Bank 401(k) plan.

¹¹Includes 659 shares held individually by Mr. Fabian, 19,980 shares by the Jerome F. Fabian Trust Under Agreement for which Mr. Fabian exercises dispositive power, and 33,465 shares held jointly with his spouse.

¹²Includes 1,250 shares held individually by Mr. Gerlach and 8,22721,473 shares held jointly with his spouse.

¹³Includes 8,8256,888 shares held individually by Mr. Saracino.Ms. Marr.

¹⁴Includes 1,986 shares held individually by Ms. Rosler and 933969 shares held in her Bank 401(k) plan.

¹⁵Includes 715746 shares held individually by Ms. Woodland, 114119 shares held jointly with her spouse, 1,8302,096 shares held in her Bank 401(k) plan and 500 shares which may be purchased upon the exercise of stock options.

¹⁶Includes 2728 shares held in Mr. Mensinger’s Bank 401(k) plan.

¹⁷Includes 697724 shares held in Mr. McDonald’s Bank 401(k) plan and 250 shares which may be purchased upon the exercise of stock options.

DIRECTORS’ COMPENSATION TABLE

¹Mr. Bazewicz retired from the Board effective December 31, 2016.

²Represents deferred compensation payments made under a salary continuation agreement, which was established when the director was a key employee of the Bank.Bank, and bank owned life insurance imputed income.

Compensation of Directors

During 2015,2016, each member of the Corporation’s Board received $800 for his attendance at the Annual Meeting. Other corporate Board meetings met concurrently with the Bank’s Board, and directors received no additional compensation. The Bank’s directors received $800 for each director’s meeting attended. Non-employee directors received a $5,000 retainer and $400 for each committee meeting attended. Chairman Bull received an annual stipend of $1,500, Vice Chairman Bazewicz received an annual stipend of $1,000, and Secretary Arndt received an annual stipend of $1,000. Each director is allowed three paid absences during the fiscal year for Board of Directors’ meetings; however, committee meetings must be attended to receive compensation. Each director is also entitled to reimbursement for out-of-pocket expenses to attend various bank related training and meetings. In the aggregate, the Board received $341,500was paid $341,300 for all Board meetings and committee meetings attended in 2015,2016, including all fees and stipends paid to all directors, including the Chief Executive Officer, in 2015.2016.

Messrs. Bazewicz and Saracino are parties to salary continuation agreements which were entered into when each respective individual was a key employee of the Bank. Both agreements vested upon the executive’s retirement after age 60. Both individuals receive benefits for a total of twenty years in the amount disclosed above.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee oversees the Corporation’s financial reporting process on behalf of the Board. In that connection, the committee, along with the Board, has formally adopted an audit committee charter setting forth its responsibilities.

Management has the primary responsibility for the financial statements and the reporting process including the systems of internal control. In fulfilling its oversight responsibilities, the committee reviewed the audited financial statements in the Annual Report on Form 10-K with management including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.

The committee reviewed with BDO USA, LLP, the Corporation’s independent registered public accounting firm, who are responsible for expressing an opinion on the Corporation’s financial statements, their judgments as to the quality, not just the acceptability, of the Corporation’s accounting principles and such other matters as are required to be discussed with the committee in accordance with standards of the Public Company Accounting Oversight Board (United States) (PCAOB). In addition, the committee has discussed with BDO USA, LLP, the matters required to be discussed by PCAOB Auditing Standard No. 161301 “Communications with Audit Committees”. We have also received from BDO USA, LLP, written disclosures and a letter concerning the firm’s independence with respect to the Corporation, as required by Rule 3520 of the PCAOB.

The committee discussed the overall scope and plans for their audits with the Corporation’s internal auditors and BDO USA, LLP. The committee meets with the internal auditors and BDO USA, LLP, with and without management present, to discuss the results of their examinations, their evaluations of the Corporation’s internal controls and the overall quality of the Corporation’s financial reporting. The committee held sixfive meetings during fiscal year 2015.2016.

With respect to the Corporation’s Independent Accountants, the committee, among other things, discussed with BDO USA, LLP matters relating to its independence, including the written disclosures made to the committee by the Independent Accountants and the letter from the Independent Accountants as required by applicable requirements of the Public Company Accounting Oversight Board regarding the Independent Accountant’s communications with the Audit Committee concerning independence.

In reliance on the reviews and discussions referred to above, the committee recommended to the Board (and the Board has approved) that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 20152016 for filing with the Securities and Exchange Commission.

The committee and the Board have approved the selection of BDO USA, LLP as the Corporation’s independent registered public accounting firm for 20162017 as detailed in Proposal No. 2: Ratification of Independent Registered Public Accounting Firm.

CHANGES IN CORPORATION’S CERTIFYING ACCOUNTANT

On February 11, 2014, the Audit Committee and the Board of Directors of the Corporation appointed BDO USA, LLP (“BDO”) as the Corporation’s new independent registered public accounting firm for and with respect to the year ending December 31, 2014 and dismissed J. H. Williams & Co., LLP (“J. H. Williams”) from that role.

The reports of J. H. Williams on the Corporation’s financial statements as of and for the year ended December 31, 2013 did not contain an adverse opinion or a disclaimer of an opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the Corporation’s two most recent fiscal years and the subsequent interim period preceding J. H. Williams dismissal, there were: (i) no disagreements with J. H. Williams on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of J. H. Williams, would have caused it to make reference to the subject matter of the disagreements in its reports on the consolidated financial statements for the Corporation; and, (ii) no “reportable events”, as such term is defined in Item 304(a)(1)(v) of Regulation S-K.

The Corporation provided J. H. Williams with a copy of the above disclosures prior to filing a Form 8-K with the U.S. Securities and Exchange Commission (“SEC”) and requested J. H. Williams furnish to the Corporation a letter addressed to the SEC stating that it agrees with the statements made above. A copy of J. H. Williams’s letter dated February 13, 2014 was attached as Exhibit 16.1 to the Form 8-K.

During the Corporation’s two most recently completed fiscal years and through the date of the Corporation’s appointment of BDO, the Corporation did not consult with BDO regarding: (i) the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Corporation’s consolidated financial statements, and no written or oral advice was provided by BDO that was an important factor considered by the Corporation in reaching a decision as to accounting, auditing, or financial reporting issues; or, (ii) any matter that was either the subject of a disagreement or event, as set forth in Item 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K.

Aggregate fees billed to the Corporation and the Bank by BDO USA, LLP for services rendered during the years ended December 31, 20152016 and December 31, 20142015 were as follows:

¹Audit Fees include fees billed for professional services rendered for the audit of the Corporation’s annual consolidated financial statements, audit of internal control in accordance with Section 404 of the Sarbanes-Oxley Act, and review of consolidated financial statements included in the Quarterly Reports on Form 10-Q, including out of pocket expenses provided by BDO USA, LLP in 20152016 and 2014.2015.

²Tax Fees include fees billed for professional services rendered by BDO USA, LLP in 20152016 and 20142015 for tax compliance. These services include preparation of Federal and State Annual Tax Returns for the Corporation and the Bank.

Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services

The Audit Committee pre-approves all audit and permissible non-audit services provided to the Corporation. BDO USA, LLP served as the Corporation’s independent registered public accounting firm for the year 2015.2016. These services may include audit services, audit related services, tax services, and other services. The Audit Committee has adopted a policy for the pre-approval of services provided by the independent registered public accounting firm. Under the policy, pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is subject to a specific Board approved budget. In addition, the Audit Committee may also pre-approve particular services on a case by case basis. For each proposed service, the independent registered public accounting firm is required to provide a detailed engagement letter.

The committee is comprised of fourthree directors, all of whom are considered “independent” as defined by SEC Rules and NASDAQ listing standards. The Board has determined that no member of the committee has a relationship with the Corporation that should interfere with his independence from the Corporation or its management.

The foregoing report has been furnished by the current members of the committee.

Members of the Audit Committee

David R. Saracino, Chairman

J. Gerald Bazewicz

Don E. Bower

Jerome F. Fabian

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

The Board serves as the Compensation Committee for the Bank and develops the Bank’s and the Corporation’s executive compensation policy. The Board also determines the named executive officers’ individual compensation.

For the year 2015,2016, the named executive officers were:

Matthew P. Prosseda, Chief Executive Officer and President

Diane C.A. Rosler, Chief Financial Officer

Elaine A. Woodland, Chief Operating Officer

Matthew W. Mensinger, Director of Lending

Mark J. McDonald, Chief Credit Officer

Compensation Objectives and Program Design

For the fiscal year 2015,2016, executive compensation included base salary, the opportunity for cash bonuses through the Management Incentive Compensation Plan (the “Plan”), and the ability to participate in the Bank’s health and welfare plans and the Bank’s retirement plan.

The compensation program is designed to reward the named executive officers based on their respective level of assigned management responsibilities and individual performance levels.

The basic mission of the Corporation’s executive compensation policy is to provide executives with a competitive compensation package that attracts and retains qualified executives while placing a portion of total pay at risk. The at risk element of compensation, the Management Incentive Compensation Plan, may have no value or may be worth less than the target value if goals are not met.

Executive Officers’ Role in Determining Compensation

The Board, acting as the Compensation Committee, considers information provided by the Chief Executive Officer in determining the appropriate level of compensation for other named executive officers. Individual performance objectives are set by the Chief Executive Officer and a year-end appraisal on each named executive officer prepared by the Chief Executive Officer is reviewed by the Board. No named executive officer attends those portions of the Board meetings during which his or her performance is evaluated or his or her compensation is being determined.

The Chief Executive Officer is present during the discussions regarding other named executive officers’ performance and compensation, but is not present during the discussion of his performance and compensation.

Compensation Consultant

In 2015,2016, a compensation consultant did not play a role in setting compensation or advising on specific compensation. The Compensation Committee reviewed the L. R. Webber Associates, Inc.’s 20152016 Salary/Benefits for Financial Institutions Survey (“the Survey”) to acquaint itself with current trends and practices in compensation. The survey includes general compensation information for executives of financial institutions throughout Pennsylvania.

Benchmarking

The Corporation does not specifically benchmark compensation to other institutions. However, the Compensation Committee did review the data contained in the Survey.Survey to obtain a general understanding of current compensation practices. The Survey provides information in general ranges by job position including certain executives. The peer group of financial institutions chosen by the Board for purposes of making a comparative analysis of executive compensation does include some of the same financial institutions incorporated in the peer group established to compare shareholder returns as indicated in the performance graph included in the Annual Report on Form 10-K.

The financial institutions chosen for the Survey included eighteentwenty banks with assets generally between $600 million and $1 billion with headquartersand/or are located in Pennsylvania.regions we serve. They included:

After reviewing the base salaries and benefits provided in the Survey, no adjustments to compensation were made in 2015,2016, other than the normal annual salary increases. The goal of the Corporation is to compensate at approximately the average range mid-point for base salary for each job classification with the at risk portion of compensation rewarding favorable overall bank earnings performance. FourFive of the five named executive officers’ base salary compensation fall below the mid-point range.range outlined in the survey.

Shareholder Vote

The Board, acting as the Compensation Committee, reviewed and considered the shareholders’ overwhelmingly favorable response to the Say-On-Pay Vote at the 2014 Annual Meeting. For 2015, theThe Compensation Committee acknowledged and considered the shareholders’ approval of the Corporation’s and Bank’s compensation policies and didhas not makemade any adjustments thereto. The Corporation is seeking the shareholders’ approval of the Corporation’s and Bank’s compensation policies at the 2017 Annual Meeting and will consider the results in setting compensation in the future.

Elements Of Compensation

Base Salary

The executive compensation established by the Compensation Committee is based upon its overall subjective assessment of the value of the services provided by each named executive officer with consideration given to performance factors and peer group compensation information as discussed in Benchmarking above.

For the base salary paid to named executive officers other than the Chief Executive Officer, the Compensation Committee considers information provided by the Chief Executive Officer as to each executive officer’s level of individual performance, contribution to the organization, scope of responsibilities, salary history and general market levels gathered from the Survey.

For the base salary paid to the Chief Executive Officer, the Compensation Committee, with the Chief Executive Officer not being present, considers his performance level, the results of management decisions made by him and the earnings of the organization. The Compensation Committee reviews the return on assets and return on equity when making the subjective determination of whether or not the Chief Executive Officer’s base pay should be at the median, below the median, or above the median provided in the compensation survey. No particular weight is assigned to any of the foregoing individual performance factors and no specific performance targets are used in determining whether an increase in base salary is warranted.

Decisions regarding base salary are made without consideration of other forms of compensation provided. Cash bonuses are intended to provide additional incentive to the named executive officers to achieve a higher level of success. Adjusting the base salary to correspond with the amount of the bonuses would defeat the purpose of having at riskat-risk compensation.

Cash Bonuses

The purpose of the Plan is to provide incentives and awards to top management employees who, through high levels of performance, contribute to the success and profitability of the bank. Participation in the Plan is limited to the executive management team. This management team includes the following functional job titles: Chief Executive Officer,Officer; Chief Operating Officer,Officer; Senior Vice President and Chief Financial Officer,Officer; Executive Vice President and Director of Lending,Lending; and Vice President and Senior Trust Officer. The management incentive pool created after the achievement of a required budget net income is distributed to the executive management team as follows:

The Plan serves as a short-term incentive that aligns executive pay with the annual performance of the Corporation and is earned through the achievement of overall annual earnings objectives. It aligns management’s interests with those of the shareholders because, generally, the higher the net income for the year, the larger the bonuses paid to management. The Plan is also designed to support organizational objectives and financial goals, as defined by the Bank’s Strategic and Financial Plans, by making available additional, variable and contingent incentive compensation.

The Plan was established to augment regular salary and benefits programs already in existence. It is not meant to be a substitute for salary increases, but as a supplement to salary, and, as stated earlier, as an incentive for performance that contributes to outstanding levels of achievement of the Bank.

In order to mitigate any potential risk associated with the Plan, the computation of incentive awards may be audited by the independent registered public accountants of the Bank, and the Board may take into account any factors that it deems relevant in the determination of the incentive pool. Under the Plan, the Board of Directors elected not to award bonuses for the year 2015.2016. The Board elected not to grant management incentive payments for 20152016 due to the level of operating income in comparison to budgeted amounts.

Supplemental Employee Retirement Plan

The Supplemental Employee Retirement Plan (the “SERP”) rewards certain named executive officers for their long-term contributions to the Bank. To encourage Mr. Prosseda and Ms. Woodland to continue their employment with the Bank retirement incentive, the Compensation Committee believed it to be in the best interests of the Corporation and Bank to enter into salary continuation agreements with them. The agreements were also established to reward them for past and future services to the Corporation. The Compensation Committee believes the income benefit amounts are reasonable and consistent with regulatory compensation standards. Another benefit to the Bank from providing the SERP is that it contains a restrictive covenant prohibiting the executive from competing with the Bank while receiving benefits under the SERP, except after a change of control.

Employee Benefits Provided to Eligible Employees

All named executive officers may participate in the Bank’s retirement plan and health and welfare plans that are offered to other eligible employees of the Bank. Retirement and health and welfare benefits are not tied to Corporation, Bank, or individual performance. The cost of providing such benefits is not taken into account when determining specific salaries of the named executive officers and is seen as a cost of doing business.

Retirement Plan

The Compensation Committee believes that it is essential for employees to save for retirement and as such has provided all employees a vehicle through which to do so by maintaining a 401(k) plan, which has a combined tax qualified savings feature and profit sharing feature.

Health and Welfare Plans

Group life insurance, group disability, vision and dental benefits and health insurance are available to all employees, as well as an IRS Section 125 plan. Such plans are standard in the industry and in the geographic area for all industries and necessary to compete for talented employees at all levels of the Corporation. Named executive officers participate in these plans under the same terms and conditions as other employees.

Health insurance premiums are partially paid by employees through payroll deductions for the employee share of the health care cost.

Triggering Events In Contracts

Presently, there are no named executive officers who are parties to employment or consulting agreements with the Corporation.

Under the SERP to which both Mr. Prosseda and Ms. Woodland are parties, the triggering events are change of control, retirement, disability, involuntary termination and death.

The Compensation Committee believes that the triggering events in these agreements are appropriate in that they encourage executives to act in the best interests of the shareholders in evaluating any change of control opportunities and it keeps the executives focused on running the Corporation in the face of real or rumored corporate transactions. The Compensation Committee also believes that it is appropriate to provide the named executive officers a benefit under the SERP in the event the executive becomes disabled and a benefit to his or her beneficiaries in the event of his or her death as consideration for the executive’s past employment with the Bank. Additionally, as the SERP is a benefit upon which the executive will rely upon for retirement income, the Compensation Committee understands that it is important to provide the executive with a reduced benefit under the SERP if the executive’s employment is terminated before retirement age and no benefit if the executive is terminated for cause.

Accounting and Tax Treatments

Sections 162(m) of the Internal Revenue Code generally limits the tax deductibility of compensation paid in one year to highly compensated employees to $1 million. Given the current level of compensation, the Compensation Committee does not feel that it is necessary to have a formal policy with regard to Section 162(m). There were no accounting or tax treatments which were considered in establishing the Compensation Policy.Policy or specific compensation.

Material Differences in Named Executive Officers’ Compensation

The named executive officers are compensated based upon their respective position and longevity with the Bank. All named executive officers may participate in the retirement and health insurance benefits provided to all employees on the same terms as all other employees. The difference in the named executive officers’ base salary is premised upon their position, experience, and individual performance. Only Mr. Prosseda and Ms. Woodland are provided SERP agreements as a result of Mr. Prosseda’s role as President and Chief Executive Officer and as a result of Ms. Woodland’s current role as Executive Vice President and Chief Operating Officer.

Policy on Equity Ownership and Hedging

The Corporation does not have a policy on equity ownership at this time. However, as illustrated in the Beneficial Ownership by Officers, Directors and Nominees, all named executive officers are beneficial owners of stock of the Corporation. The Corporation also does not have a hedging policy at this time.

Conclusion

The Compensation Committee believes the amount and types of compensation provided to the named executive officers are competitive and appropriate for the Corporation to attain its short and long-term objectives and goals. The compensation programs are designed to provide an incentive to the named executive officers on both a short-term and long-term basis. The programs have been tailored by the Corporation so that the various elements of compensation align the interests of our shareholders and those of the named executive officers to maximize shareholder value.

Compensation Committee Report

The Board, acting as the Compensation Committee, has reviewed and discussed the Compensation Discussion and Analysis with management, and based on the review and discussions, the Board concluded that the Compensation Discussion and Analysis be included in the Corporation’s Proxy Statement.

Board of Directors

EXECUTIVE COMPENSATION

During the beginning of 2015,2016, the Board conducted a risk assessment of the Bank’s compensation program. The Board concluded that the program is balanced, does not motivate imprudent risk taking, and is not reasonably likely to have a material adverse effect on the Bank.

The following table shows information concerning the annual and long-term compensation for services rendered in all capacities to the Corporation and the Bank for the fiscal year ended December 31, 20152016 of those persons who were:

SUMMARY COMPENSATION TABLE

¹Amounts shown for Mr. Prosseda in 2016 include $21,600 in director fees, $9,280 401(k) matching contribution and $11,600 401(k) profit sharing award, in 2015 include $20,800 in director fees, $8,074 401(k) matching contribution and $9,001 401(k) profit sharing award and in 2014 $20,000 in director fees, $8,740 401(k) matching and $7,638 401(k) profit sharing award and in 2013 $21,600 in director fees, $7,391 401(k) matching contribution and $18,477$7,638 401(k) profit sharing award.

²Amounts shown for Ms. Rosler in 2016 include $4,693 401(k) matching contribution and $5,900 401(k) profit sharing award, in 2015 include $4,582 401(k) matching contribution and $4,582 401(k) profit sharing award and in 2014 $4,173 401(k) matching and $3,955 401(k) profit sharing award and in 2013 $3,530 401(k) matching contribution and $8,826$3,955 401(k) profit sharing award.

³ Amounts shown for Ms. Woodland in 2016 include $6,550 401(k) matching contribution and $8,187 401(k) profit sharing award, in 2015 include $6,360 401(k) matching contribution and $6,360 401(k) profit sharing award and in 2014 $6,106 401(k) matching and $5,343 401(k) profit sharing award and in 2013 $4,610 401(k) matching contribution and $11,526 401(k) profit sharing award.

⁴Amounts shown for Mr. Mensinger in 2016 include $6,363 401(k) profit sharing award, in 2015 include $4,897 401(k) profit sharing award and in 2014 $3,996 profit sharing award and in 2013 $7,924 401(k) profit sharing award.

⁵ Amounts shown for Mr. McDonald in 2016 include $4,200 401(k) matching contribution and $5,250 401(k) profit sharing award, in 2015 include $4,049 401(k) matching and $4,049 401(k) profit sharing award and in 2014 $3,840 401(k) matching contribution and $3,352 401(k) profit sharing award and in 2013 $2,625 401(k) matching contribution and $6,563 401(k) profit sharing award.

401(k) Plan

The Bank maintains a 401k Plan which has a combined tax qualified savings feature and profit sharing feature for the benefit of its employees. Effective January 1, 2014, the plan became a Safe Harbor Plan and provides matching benefits to employees who are 21 years of age upon their entry date into the plan after completing three months of service. Under the savings feature, the Bank makes safe harbor matching contributions of 100% of the first 3% of compensation an employee contributes to the plan and 50% of the next 2% of compensation an employee contributes to the plan. In 2013 and 2012, the plan agreement provided that the Bank matched employee deferrals to the plan up to 3% of their respective eligible compensations.

Additionally, the Bank may make a discretionary profit sharing contribution annually to the plan. Contributions made by the Bank to the plan are allocated to participants, who are aged 21 and have completed at least one year of service, in the same portion that each participant’s compensation bears to the aggregate compensation of all participants. Each participant in the plan is 100% vested at all times. Benefits are payable under the plan upon termination of employment, disability, death or retirement.

Of the $573,221$609,427 in total expenses during 2015, $51,9542016, $62,023 was credited among the individual accounts of the 5 named executive officers of the Bank: Mr. Prosseda with $17,075,$20,880, Ms. Rosler with $9,164,$10,593. Ms. Woodland with $12,720,$14,737, Mr. Mensinger with $4,897$6,363 and Mr. McDonald with $8,098.$9,450. Mr. Prosseda has been a member of the plan for 1011 years, Ms. Rosler for 2526 years, Ms. Woodland for 910 years, Mr. Mensinger for 1617 years and Mr. McDonald for 910 years.

Aggregated Options, Grants or Exercises in 20152016 Year-End Option Values

The Corporation’s 1998 Stock Option Plan expired pursuant to its terms. Therefore, there were no granted stock options in 2015.2016. There was also no exercise of options in 20152016 previously granted.

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 20152016

The Corporation’s 1998 Stock Option Plan expired in 2008. Under the terms of the plan, options were granted for shares of the Corporation’s common stock based on the market value at the date of grant and may be exercised six months after the date of grant and expire ten years from the date of grant. The closing price of the stock as of December 31, 20152016 was $25.49.$24.60.

Supplemental Employee Retirement Plan

The Corporation currently maintains a Supplemental Employee Retirement Plan (“SERP”) covering two of the Bank’s named executive officers, Matthew P. Prosseda and Elaine A. Woodland. The SERP, which is a salary continuation agreement, provides that if the executive officer continues to serve as an officer of the Bank until a stated retirement age of 62 years for Mr. Prosseda and 63 years for Ms. Woodland, the Bank will pay 240 guaranteed consecutive monthly payments for Mr. Prosseda and 180 guaranteed consecutive monthly payments for Ms. Woodland commencing on the first day of the month following the officer’s respective 62^nd or 63^rd birthday and the termination of employment in the amounts indicated below. The established retirement benefit under the SERP for Mr. Prosseda and Ms. Woodland will be $4,167 per month and $2,083 per month, respectively, and is not subject to change.

If the executive officer attains their stated retirement age, but dies before receiving all of the guaranteed monthly payments, then the Bank will make the remaining payments to the officer’s beneficiary. In the event the officer dies while serving as an officer, prior to his or her stated retirement age, the Bank will remit the guaranteed monthly payment to the officer’s beneficiary commencing the month following the executive’s death. In the event of a change of control and the termination of the officer’s employment, the guaranteed monthly payments will commence the month following the executive’s termination of service. Generally, no benefit will be paid if the executive officer voluntarily terminates employment prior to attaining the stated retirement age or is terminated for cause.

The SERP allows the executive officers to achieve a retirement income percentage that is more consistent with their experience and years of service to the Bank. The plan objective is to provide the executive officers with a final wage replacement ratio of approximately 75% of projected final salary including projected benefits from the Bank 401(k) Plan, social security, and salary continuation provided through the agreement.

PENSION BENEFITS

Post Termination Benefits

The following tables and discussion outlines the payments which would have been made to each named executive officer had a termination event occurred on December 31, 2015.2016.

Matthew P. Prosseda

The Board may, in its sole discretion, award Mr. Prosseda a pro-rata amount in the event of his retirement, death or disability under the Management Incentive Compensation Plan.

Assuming one of the following events occurred on December 31, 2015,2016, Mr. Prosseda’s payments and benefits would consist of the following:

⁽¹⁾Supplemental Employee Retirement Plan

If Mr. Prosseda’s employment had been terminated on December 31, 20152016 without cause his benefit would be paid in 12 equal monthly payments of approximately $2,672$2,900 for a total of 240 months commencing the month following the Mr. Prosseda’s 62^nd birthday. The benefit under death or change of control would be paid to the beneficiary in monthly payments of approximately $4,167 for 240 months commencing the month following Mr. Prosseda’s death, or change of control following his termination of service. The benefit under disability shall be paid in a lump sum 60 days after Mr. Prosseda’s termination of employment.

⁽²⁾Life Insurance Proceeds

Mr. Prosseda’s beneficiary would be entitled to a death benefit of two times his base salary. In the hypothetical case of his death at December 31, 2015,2016, while he was still employed, his beneficiary would have received $450,000.$300,000.

Diane C.A. Rosler

The Board of Directors may, in its sole discretion, award Ms. Rosler a pro-rata amount in the event of her retirement, death or disability under the Management Incentive Compensation Plan.

Assuming one of the following events occurred on December 31, 2015,2016, Ms. Rosler’s payments and benefits would consist of the following:

⁽¹⁾Life Insurance Proceeds

Ms. Rosler’s beneficiary would be entitled to a death benefit of two times her base salary. In the hypothetical case of her death at December 31, 2015,2016, while she was still employed, her beneficiary would have received $229,000.$236,000.

Elaine A. Woodland

The Board may, in its sole discretion, award Ms. Woodland a pro-rata amount in the event of her retirement, death or disability under the Management Incentive Compensation Plan.

Assuming one of the following events occurred on December 31, 2015,2016, Ms. Woodland’s payments and benefits would consist of the following:

⁽¹⁾Supplemental Employee Retirement Plan

If Ms. Woodland’s employment had been terminated on December 31, 20152016 without cause her benefit would be paid in 12 equal monthly payments of approximately $1,371$1,510 for a total of 180 months commencing the month following the Ms. Woodland’s 63^nd birthday. The benefit under death or change of control would be paid to the beneficiary in monthly payments of approximately $2,083 for 180 months commencing the month following Ms. Woodland’s death, or change of control following her termination of service. The benefit under disability shall be paid in a lump sum 60 days after Ms. Woodland’s termination of employment.

⁽²⁾Life Insurance Proceeds

Ms. Woodland’s beneficiary would be entitled to a death benefit of two times her base salary. In the hypothetical case of her death at December 31, 2015,2016, while she was still employed, her beneficiary would have received $318,000.$300,000.

⁽³⁾1998 Stock Incentive Plan

Under any termination scenario, Ms. Woodland would have the right to exercise 100% of her outstanding vested stock options.

Matthew W. Mensinger

The Board may, in its sole discretion, award Mr. Mensinger a pro-rata amount in the event of his retirement, death or disability under the Management Incentive Compensation Plan.

Assuming one of the following events occurred on December 31, 2015,2016, Mr. Mensinger’s payments and benefits would consist of the following:

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⁽¹⁾Life Insurance Proceeds

Mr. Mensinger’s beneficiary would be entitled to a death benefit of two times his base salary. In the hypothetical case of his death at December 31, 2015,2016, while he was still employed, his beneficiary would have received $245,000.$255,000.

Mark McDonald

The Board may, in its sole discretion, award Mr. McDonald a pro-rata amount in the event of his retirement, death or disability under the Management Incentive Compensation Plan.

Assuming one of the following events occurred on December 31, 2015,2016, Mr. McDonald’s payments and benefits would consist of the following: