S-8

As filed with the Securities and Exchange Commission on October 1, 2020.

Registration 333-________

United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

ENB FINANCIAL CORP

(Exact name of Registrant as specified in its charter)

Pennsylvania (State or other jurisdiction of incorporation or organization)	51-0661129 (IRS Employer Identification No.)
31 East Main Street, Ephrata, Pennsylvania (Address of principal executive offices)	17522 (Zip Code)

ENB Financial Corp and its Designated Subsidiaries

2020 Nonqualified Employee Stock Purchase Plan

(Full title of the plan)

Jeffrey S. Stauffer President & Chief Executive Officer ENB FINANCIAL CORP 31 East Main Street Ephrata, Pennsylvania 17522 (717) 733-4181 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy To: Erik Gerhard, Esquire BYBEL RUTLEDGE LLP 1017 Mumma Road, Suite 302 Lemoyne, Pennsylvania 17043 (717) 731-1700

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer x	Smaller reporting company x
	Emerging growth company ¨

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

Calculation of Registration Fee

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee
Common Stock, $0.10 par value	280,000	$17.95	$5,026,000	$548.34

(1)	Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of the Registrant’s common stock that may become issuable under the plan described herein as the result of any future stock split, stock dividend or similar adjustment of the Registrant’s outstanding common stock.
(2)	Estimated solely for purposes of determining the registration fee. The proposed maximum aggregate offering price per share has been computed pursuant to Rule 457(c) based upon the average of the bid and asked prices of the shares as of September 28, 2020.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.          Plan Information.

As permitted by the rules of the Securities and Exchange Commission (the “Commission”), this Registration Statement omits the information in Item 1 of Part I of Form S-8.

Item 2.          Registrant Information and Employee Plan Annual Information.

As permitted by the rules of the Commission, this Registration Statement omits the information in Item 2 of Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.          Incorporation of Documents by Reference.

We incorporate the following documents by reference into this Registration Statement as filed with the Commission:

(a) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Commission on March 27, 2020;

(b) The Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, filed with the Commission on May 14, 2020, and June 30, 2020, filed with the Commission on August 8, 2020;

(c) The Registrant’s Current Reports on Form 8-K, filed with the Commission on May 6, 2020 and June 3, 2020; and

(d) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in (a) above.

All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, on or after the date of this Registration Statement and prior to the filing of a post-effective amendment indicating that all securities offered have been sold or which deregisters all remaining unsold securities, are incorporated by reference into this Registration Statement and become a part hereof from the date of filing such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with Commission rules shall not be deemed incorporated by reference into this Registration Statement. Any statement contained herein or in a document, all or a portion of which is incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement modified or superseded shall not be deemed, except as to so modified or amended, to constitute a part of this Registration Statement.

Item 4.          Description of Securities.

Common Stock

Authorized Capital. The authorized capital stock of the Registrant consists of 24,000,000 shares of common stock, $0.10 par value.

Voting Rights. Each share of common stock entitles its holder to one vote on all matters upon which shareholders have the right to vote. In addition, unless otherwise provided by law or in the Registrant’s articles of incorporation or bylaws, the affirmative vote of the holders of a majority of the shares having voting powers present at a shareholders’ meeting, in person or represented by proxy, shall decide any question brought before such meeting.

Classification of the Board of Directors. The board of directors is divided into three classes with each class serving staggered three-year terms. Shareholders cannot cumulate their votes in the election of directors.

Preemptive Rights. The Registrant’s common stock does not carry preemptive subscription rights.

Liquidation. In the event of liquidation, dissolution, or winding up of the Registrant, the holders of common stock are entitled to share in all assets remaining after payment of liabilities on a pro rata basis.

Liability for Further Assessments. The Registrant’s shareholders are not subject to further assessments on their shares of common stock.

Sinking Fund Provision. The common stock does not require a separate capital reserve maintained to pay shareholders with preferential rights for their investment in the event of liquidation or redemption. However, in the future, the Registrant may issue preferred shares that require such a fund, in which case legal restrictions may require the Registrant to maintain the fund prior to paying dividends. The Registrant is not presently authorized to issue preferred shares.

Redemption or Conversion Rights. The holders of common stock do not have a right of redemption, which is the right to sell their shares back to the Registrant, nor do they have a right to convert their shares to other classes or series of stock, such as preferred stock.

Dividends. Each shareholder is entitled to receive dividends that may be declared by the board of directors out of legally available funds.

Under the Pennsylvania Business Corporation Law, the Registrant may not pay a dividend if afterwards:

· The Registrant would be unable to pay its debts as they become due, or

· The Registrant’s total assets would be less than its total liabilities plus an amount needed to satisfy any preferential rights of shareholders.

In order for the Registrant to pay a cash dividend to shareholders, the Registrant’s subsidiary, The Ephrata National Bank, must first pay a dividend to the Registrant. As a result, the legal restrictions on The Ephrata National Bank’s dividend payments under the National Bank Act also affects the Registrant’s ability to pay dividends. The National Bank Act provides that dividends may be declared by the board of directors and paid from the net profits of The Ephrata National Bank as the board of directors shall judge expedient.

In addition, the ability of The Ephrata National Bank to pay dividends may be affected by the various minimum capital requirements and the capital and noncapital standards under the Federal Deposit Insurance Corporation Improvement Act of 1991 (the “FDICIA”). Further, the Office of the Comptroller of the Currency is authorized under the FDICIA to determine, under certain circumstances relating to the financial condition of The Ephrata National Bank, that the payment of dividends would be an unsafe or unsound practice and prohibit payment thereof.

Further, ENB Financial Corp, as a bank holding company, is subject to various statutes, rules, and regulations of the Board of Governors of the Federal Reserve System (the “FRB”). As such, from time to time the FRB may issue rules, regulations, or interpretations which may affect the declaration, amount, payment, or timing of dividends.

Anti-Takeover Provisions in Articles, Bylaws and Pennsylvania Law

The Registrant’s articles of incorporation and bylaws contain a number of provisions that could be considered anti-takeover in purpose and effect. These provisions generally permit the board of directors to have as much flexibility as possible to issue additional shares, without prior shareholder approval, for proper corporate purposes, including financing, acquisitions, stock dividends, stock splits, and employee incentive plans. However, these additional shares may also be used by the board of directors to deter future attempts to gain control over the Registrant.

Supermajority Vote for Approval of Extraordinary Transactions. No merger, consolidation, liquidation, or dissolution of the Registrant nor any action that would result in the sale or other disposition of all or substantially all of the assets of the Registrant shall be valid unless first approved by the affirmative vote of at least two-thirds of the outstanding shares of common stock of the Registrant. This provision ensures that any extraordinary corporate transaction would occur only if it receives a clear mandate from the shareholders.

Classified Board of Directors. The Registrant’s bylaws provide that the board of directors be divided into three classes with each class serving staggered three-year terms. In any given year, only a minority of directors are elected to the board of directors. A classified board has the effect of moderating the pace of any change in control of the board of directors by extending the time required to elect a majority of the directors to at least two successive annual meetings.

Authorization to Consider Various Factors in Tender Offers. Another anti-takeover provision in the Pennsylvania corporate law relevant to the Registrant enables the board of directors to oppose a tender offer on the basis of factors other than economic benefit to shareholders, such as:

· the impact the acquisition of the Registrant would have on the community;

· the effect of the acquisition upon shareholders, employees, depositors, suppliers and customers, and

· the reputation and business practices of the tender offer.

This provision permits the Registrant to recognize our responsibilities to these constituent groups of the Registrant and its subsidiaries and to the communities that they serve. Pennsylvania corporate law specifically authorizes this type of provision.

Item 5.          Interests of Named Experts and Counsel.

Not applicable.

Item 6.          Indemnification of Directors and Officers.

The Pennsylvania Business Corporation Law, referred to as the PBCL, provides that Pennsylvania corporations shall have the power, under specified circumstances, to indemnify any person who is or was a representative of the Registrant in connection with actions, suits or proceedings brought against them by third parties and in connection with actions or suits by or in the right of the Registrant, by reason of the fact that they were or are such representatives, against expenses (including attorney’s fees) and, in the case of actions, suits or proceedings brought by third parties, against judgments, fines and amounts paid in settlement actually and reasonably incurred in any such action, suit or proceeding. Further, the PBCL provides that Pennsylvania corporations must indemnify a representative of the Registrant who is successful on the merits or otherwise in defense of any such action, suit or proceeding against expenses reasonably incurred.

The bylaws of the Registrant provide for indemnification of directors and officers to the extent provided in the PBCL. In accordance with Section 1713 of the PBCL, the bylaws of the Registrant also include a provision that the directors of the Registrant shall not be personally liable for monetary damages such for any action taken, or failure to take any action, unless: (1) the director has breached or failed to perform the duties of his office in good faith, in a manner he reasonably believes to be in the best interests of the company and with such care, including reasonably inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances; and (2) the breach or failure to perform constitute self-dealing, willful misconduct or recklessness. Pursuant to Section 1713 of the PBCL, this limitation of personal liability does not apply to (i) the responsibility or liability of a director pursuant to any criminal statute or (ii) the liability of a director for the payment of taxes pursuant to federal, state or local law.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant, we have been informed that, in the opinion of the Commission, any such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7.          Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit No.	Exhibits
3.1	Articles of Incorporation of the Registrant, as amended. (Incorporated herein by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed with the Commission on June 7, 2019.)
3.2	Bylaws of the Registrant, as amended. (Incorporated herein by reference to Exhibit 3.2 of the Registrant’s Form 8-K filed with the Commission on January 15, 2010.)
5.1*	Opinion of Bybel Rutledge LLP re: Legality.
23.1*	Consent of S.R. Snodgrass, P.C.
23.2*	Consent of Bybel Rutledge LLP (included in Exhibit 5.1).
24.1*	Power of Attorney of Directors and Officers (included on Signature Pages).
99.1*	ENB Financial Corp and its Designated Subsidiaries 2020 Nonqualified Employee Stock Purchase Plan.

* Filed herewith.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities, other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Borough of Ephrata, Commonwealth of Pennsylvania, on October 1, 2020.

	ENB Financial Corp
By:	/s/ Jeffrey S. Stauffer
	Jeffrey S. Stauffer
	President & Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey S. Stauffer and Scott E. Lied, and each of them, his true and lawful attorney-in-fact, as agent with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacity, to sign any or all amendments to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on October 1, 2020.

Name	Capacity
/s/ Jeffrey S. Stauffer	Chairman of the Board, President & Chief Executive Officer and Director
Jeffrey S. Stauffer	(Principal Executive Officer)
/s/ Scott E. Lied	Treasurer
Scott E. Lied	(Principal Financial Officer)
/s/ Aaron L. Groff, Jr.	Director
Aaron L. Groff, Jr.
/s/ Joshua E. Hoffman	Director
Joshua E. Hoffman
/s/ Willis R. Lefever	Director
Willis R. Lefever
/s/ Jay S. Martin	Director
Jay S. Martin
/s/ Susan Young Nicholas	Director
Susan Young Nicholas
/s/ Dr. Brian K. Reed	Director
Dr. Brian K. Reed
/s/ Mark C. Wagner	Director
Mark C. Wagner
/s/ Judith A. Weaver	Director
Judith A. Weaver

EX-5.1

Exhibit 5.1

 

October 1, 2020

Board of Directors

ENB Financial Corp

31 East Main Street

Ephrata, PA 17522

RE: ENB Financial Corp

Registration Statement on Form S-8

Our File No.: 108-074

Ladies and Gentlemen:

We have acted as Special Counsel to ENB Financial Corp, a Pennsylvania business corporation (the “Corporation”), in connection with the filing of a registration statement on Form S-8 (the “Registration Statement”) pertaining to the ENB Financial Corp and its Designated Subsidiaries 2020 Nonqualified Employee Stock Purchase Plan (the “Plan”) for the registration of 280,000 shares of common stock, par value $0.10 per share, of the Corporation with the U.S. Securities & Exchange Commission for issuance under the Plan.

In connection with the Registration Statement, we have examined the following documents:

· The Corporation’s Amended and Restated Articles of Incorporation;

· The Corporation’s Bylaws, as amended;

· Resolutions adopted by the Corporation’s Board of Directors relating to the Registration Statement as certified by the Secretary of the Corporation;

· The Plan; and

· The Registration Statement.

In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the original documents of documents submitted to us as copies thereof. As to any facts material to our opinion, we have, to the extent that relevant facts were not independently established by us, relied on certificates of public officials and certificates, oaths and declarations of officers or other representatives of the Corporation.

Board of Directors

ENB Financial Corp

October 1, 2020

Page 2 of 2

On the basis of the foregoing and in reliance thereon, it is our opinion that the Corporation’s common stock, par value $0.10 per share, issuable under the Plan, when issued in accordance with the terms, conditions and provisions of the Plan and the Registration Statement will be legally and validly issued, fully paid and non-assessable.

In giving the foregoing opinion, we have assumed that the Corporation will have, at the time of the issuance of common stock under the Plan, a sufficient number of authorized shares available for issue.

We consent to the use of this opinion as an exhibit to the Corporation’s Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Sections 7 or 11 of the Securities Act of 1933, as amended or the rules and regulations thereunder.

Very truly yours,

/s/ Bybel Rutledge LLP

BYBEL RUTLEDGE LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 20, 2020, relating to our audit of the consolidated financial statements and internal control over financial reporting in the Annual Report to Shareholders which is incorporated in the Annual Report on Form 10-K of ENB Financial Corp for the year ended December 31, 2019.

/s/ S.R. Snodgrass, P.C.

Cranberry Township, Pennsylvania

October 1, 2020

EX-99.1

Exhibit 99.1 

ENB FINANCIAL CORP

AND ITS DESIGNATED SUBSIDIARIES

2020 NONQUALIFIED EMPLOYEE STOCK PURCHASE PLAN

The purpose of this ENB Financial Corp and its Designated Subsidiaries 2020 Nonqualified Employee Stock Purchase Plan is to provide Eligible Employees of the Corporation and its Subsidiaries an opportunity to purchase shares of Common Stock of the Corporation. The Board of Directors of the Corporation believes that employee stock ownership will benefit both Eligible Employees and the Corporation’s shareholders. The Plan is not intended to qualify as an “Employee Stock Purchase Plan,” as set forth in section 423 of the Code. All capitalized terms shall have the meaning set forth for such term under Article I below.

ARTICLE I

DEFINITIONS

Section 1.01 “Applicable Holding Period” means, subject to Section 5.05 below, the six (6) month period following the Purchase Date during which a Participant is required to hold any shares of Common Stock purchased on his or her behalf pursuant to the Plan; provided, however, in the event of a Participant’s death, the Applicable Holding Period shall be deemed satisfied as of the Participant’s date of death.

Section 1.02 “Board of Directors” means the Board of Directors of the Corporation.

Section 1.03 “Corporation” means ENB Financial Corp.

Section 1.04 “Code” means the Internal Revenue Code of 1986, as amended.

Section 1.05 “Committee” means the committee appointed by the Board of Directors to administer the Plan, as provided in Section 5.04 below.

Section 1.06 “Common Stock” means the common stock, par value $0.10 per share, of the Corporation.

Section 1.07 “Compensation” means a Participant’s base wages (ie, regular base salary or base wage rate), exclusive of overtime pay, commissions, bonuses, premium pay, shift differential pay, any compensation reductions made in connection with plans described in sections 401(k), 125 or 132(f)(4) of the Code, and any other extraordinary remuneration, as determined by the Committee, or its delegate.

Section 1.08 “Effective Date” shall mean October 1, 2020.

Section 1.09 “Election Date” means the first day of the month of each calendar quarter or such other dates as the Committee shall specify. The first Election Date for the Plan shall be the Effective Date.

1

Section 1.10 “Eligible Employee”

(a)               Subject to Section 1.10(b) and Section 1.10(c) below, the term “Eligible Employee” includes each employee, including an officer and a part-time employee, of the Employer who has been employed for at least thirty (30) consecutive calendar days.

(b)               Notwithstanding Section 1.10(a) above, the term “Eligible Employee” shall not include:

(i)                 an employee who is classified by the Committee, or its delegate, as a temporary employee or leased employee;

(ii)                with respect to any Purchase Period, an employee who terminates employment, dies or is determined to be disabled prior to the applicable Purchase Date; and

(iii)               an employee who owns stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Employer, which shall be determined by applying rules consistent with those reflected in section 423(b)(3) of the Code, which would otherwise apply if the Plan were intended to be a qualified employee stock purchase plan.

(c)               Notwithstanding anything herein to the contrary, if an employee’s status changes during the Purchase Period, but such change in status is not otherwise discovered or brought to the attention of the Committee within a reasonable period prior to any Purchase Date, the Committee, or its delegate, may deem such individual to be an Eligible Employee despite the exclusions described in this Section 1.10.

Section 1.11 “Employer” means the Corporation and each Subsidiary.

Section 1.12 “Fair Market Value”

(a)               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.

(b)               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).

(c)               If the Common Stock is not traded in a public market or subject to reported transactions as set forth above, or if the Board or Committee 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 or Committee.

2

Section 1.13 “Maximum Deduction Amount” means, unless otherwise adjusted by the Committee:

(a)               with respect to a Purchase Period, the Percentage Contribution Amount as selected by a Participant; and

(b)               with respect to all deductions by a Participant under the Plan during a Plan Year, $25,000 in the aggregate.

Section 1.14 “Participant” means each Eligible Employee who:

(a)               elects to participate in the Plan in accordance with Article II;

(b)               acknowledges and agrees to abide by the Applicable Holding Period; and

(c)               has not otherwise voluntarily elected to cease his or her participation in the Plan and has not otherwise requested and received all funds held on account of the Participant in the Plan.

Section 1.15 “Percentage Contribution Amount” means a percentage, as selected by a Participant, from one percent (1%) to twenty percent (20%) of each payment of Compensation paid to, or on behalf of, a Participant during a Purchase Period.

Section 1.16 “Plan” means the ENB Financial Corp and its Designated Subsidiaries 2020 Nonqualified Employee Stock Purchase Plan, as set forth herein and as hereafter amended.

Section 1.17 “Plan Year” means each calendar year during which the Plan is in effect.

Section 1.18 “Purchase Agreement” means the instrument or other method prescribed by the Committee or its delegate pursuant to which an Eligible Employee may enroll as a Participant and subscribe for the purchase of shares of Common Stock on the terms and conditions offered by the Corporation. The Purchase Agreement is intended to evidence the Corporation’s offer of an option to the Eligible Employee to purchase Common Stock on the terms and conditions set forth therein and herein; provided, however, in the event of a conflict between the Purchase Agreement and this Plan, the terms of the Plan shall control.

Section 1.19 “Purchase Date” means the last Trading Date of each Purchase Period.

Section 1.20 “Purchase Period” means each three (3) month period, or such other period specified by the Committee, beginning on or after the Effective Date, during which the Participant’s Common Stock purchase is funded through payroll deduction accumulations. The first Purchase Period shall begin on the Effective Date and continue until the last Trading Date of the calendar quarter next following the Effective Date. Unless the Committee determines otherwise, each subsequent Purchase Period, after the first Purchase Period, shall begin on the first day of the calendar quarter next following the preceding Purchase Date and continue until the last Trading Date of the calendar quarter in which such Purchase Period began.

3

Section 1.21 “Purchase Price” means the purchase price for shares of Common Stock purchased under the Plan, determined as set forth in Section 3.01 below.

Section 1.22 “Subsidiary” means any present or future corporation, trust, partnership, limited partnership, limited liability company or other entity, of which the Company or another Subsidiary owns greater than fifty percent (50%) of the aggregate voting interests in such entity and that is designated as a participating entity in the Plan by the Committee or its delegate.

ARTICLE II

PARTICIPATION

Section 2.01 Initial Participation. An Eligible Employee may elect to participate in the Plan by properly executing a Purchase Agreement and filing such Purchase Agreement with the Committee or its delegate, at such time in advance of the Election Date as the Committee or its delegate shall prescribe.

Section 2.02 Continuation of Participation.

(a)               The Purchase Agreement shall remain in effect until it is modified through discontinuance of participation under Section 2.03 below or otherwise changed under Section 2.05 below.

(b)               A Participant who is on a leave of absence approved by an Employer may continue to participate in the Plan during the leave of absence to the extent such Participant continues to receive Compensation, which is sufficient to satisfy the payroll deductions and any other legally required deductions or withholding obligations, as the Committee, or its delegate, may determine.

Section 2.03 Discontinuance of Participation.

(a)               To the extent legally permissible, a Participant may voluntarily cease his or her participation in the Plan and stop payroll deductions at any time by filing a notice of cessation of participation on such form and at such time in advance of the Purchase Date as the Committee, or its delegate, shall prescribe. A Participant who ceases contributions during a Purchase Period may not make additional contributions to the Plan during the Purchase Period and may request payment of any funds held for the Participant under the Plan on such form and at such time in advance of the Purchase Date as the Committee, or its delegate, shall prescribe. Any funds remaining in the Participant’s account on the Purchase Date shall be used to purchase Common Stock pursuant to Section 3.04 below, if the Participant is then an Eligible Employee.

(b)               Notwithstanding subsection Section 2.03, if a Participant ceases to be an Eligible Employee, his or her participation in the Plan shall automatically cease and no further purchase of Common Stock shall be made for the Participant. Any funds held for the Participant under the Plan shall be distributed to the Participant.

4

Section 2.04 Readmission to Participation.

(a)               Any Eligible Employee who:

(i)                 was previously a Participant;

(ii)                discontinued participation (whether by cessation of eligibility or otherwise); and

(iii)               wishes to be reinstated as a Participant, may again become a Participant by executing and filing with the Committee a new Purchase Agreement.

(b)               Reinstatement as a Participant shall be effective as of the next Election Date, provided the Participant is an Eligible Employee and the Participant files a new Purchase Agreement with the Committee, or its delegate, at such time in advance of the Election Date as the Committee, or its delegate, shall prescribe.

Section 2.05 Payroll Deductions and Deposits. Each Participant shall authorize after-tax payroll deductions from his or her Compensation for the purpose of funding the purchase of Common Stock pursuant to his or her Purchase Agreement. In the Purchase Agreement, each Participant shall authorize the withholding of the Percentage Contribution Amount from each payment of Compensation during the Purchase Period, which, to the extent permitted by the Committee or its delegate may be changed from time to time during the Purchase Period and which may not exceed, in the aggregate for such Plan Year, the Maximum Deduction Amount.

Section 2.06 Participant Rights and Privileges. Notwithstanding anything herein to the contrary, all Participants shall have the same rights and privileges within the meaning of Section 423(b)(5) of the Code.

ARTICLE III

STOCK PURCHASE AND DISTRIBUTION

Section 3.01 Purchase Price of Shares. Unless the Committee determines otherwise, the Purchase Price per share of the Common Stock to be sold to Participants under the Plan shall be 90% of the Fair Market Value of such share on the Purchase Date.

5

Section 3.02 Exercise of Purchase Privilege.

(a)               As of the first day of each Purchase Period, each Participant shall be granted an option to purchase shares of Common Stock at the Purchase Price specified in Section 3.01 above. The option shall continue in effect through the Purchase Date for the Purchase Period. Subject to the provisions of Section 3.04 below, on each Purchase Date, the Participant shall automatically be deemed to have exercised his or her option to purchase shares of Common Stock, unless he or she notifies the Committee or its delegate, in such manner and at such time in advance of the Purchase Date as the Committee shall prescribe, of his or her desire to forfeit such option and subject to any restrictions that may be imposed by the Committee, to receive a refund of any outstanding amounts that have been deducted pursuant to the Participant’s Purchase Agreement.

(b)               Subject to the provisions of Section 3.02 above and Section 3.04 below, there shall be purchased for the Participant on each Purchase Date, at the Purchase Price for the Purchase Period, the largest number of shares of Common Stock, including fractional shares thereof, as can be purchased with the amounts deducted from the Participant’s Compensation during the Purchase Period.

(c)               Notwithstanding anything herein to the contrary, in the unlikely event or limited instances that any amounts that are attributable to a Participant’s deductions or contributions remain after the purchase of shares of Common Stock on a Purchase Date, such amounts shall be returned to the Participant, in accordance with Section 3.04(c) below, as soon as administratively practicable.

Section 3.03 Reservation of Shares. There shall be two hundred eighty thousand (280,000) shares of Common Stock reserved for issuance or transfer under the Plan, subject to adjustment in accordance with Section 4.02 below. The aggregate number of shares of Common Stock that may be purchased under the Plan shall not exceed the number of shares of Common Stock reserved under the Plan.

Section 3.04 Limitation on Shares to Be Purchased.

(a)               Subject to Section 3.04(a)(iii) below, the maximum number of shares of Common Stock that may be purchased for each Participant on a Purchase Date is the least of:

(i)                 the number of shares of Common Stock that can be purchased by applying the full balance of the Participant’s deducted or deposited funds to the purchase of shares of Common Stock at the Purchase Price;

(ii)                the Participant’s proportionate part of the maximum number of shares of Common Stock available under the Plan, as provided in Section 3.03 and Section 4.01(a) below; or

(iii)               five thousand (5,000) shares of Common Stock, subject to adjustment as described in Section 4.02 below.

6

(b)               Notwithstanding Section 3.04(a) above, before the beginning of a Purchase Period, the Committee, in its sole and absolute discretion, may increase or decrease the maximum share limit for the Purchase Period and subsequent Purchase Periods. The adjusted maximum share limit shall continue in effect until again adjusted by the Committee.

(c)               Any amounts deducted from a Participant’s Compensation that cannot be applied to the purchase of Common Stock on a Purchase Date by reason of the foregoing limitations described in Section 3.04(a) above, shall be returned to the Participant, as soon as administratively practicable.

Section 3.05 Payment for Common Stock. The Purchase Price for all shares of Common Stock purchased by a Participant under the Plan shall be paid out of the Participant’s authorized payroll deductions. All funds received or held by the Corporation under the Plan are general assets of the Corporation, shall be held free of any trust requirement or other restriction, and may be used for any corporate purpose.

Section 3.06 Share Ownership; Issuance of Common Stock.

(a)               The shares of Common Stock purchased by a Participant on a Purchase Date shall, for all purposes, be deemed to have been issued or sold at the close of business on the Purchase Date. Prior to that time, none of the rights or privileges of a shareholder of the Corporation shall inure to the Participant with respect to such shares of Common Stock. All the shares of Common Stock purchased under the Plan shall be delivered by the Corporation in a manner as determined by the Committee following the Participant’s satisfaction of the Applicable Holding Period.

(b)               The Committee, or its delegate, may determine that shares of Common Stock shall be delivered by:

(i)                 issuing and delivering the number of shares of Common Stock purchased to a firm which is a member of the Financial Industry Regulatory Authority, as selected by the Committee from time to time, which shares shall be maintained by such firm in a separate brokerage account for each Participant, or

(ii)                issuing and delivering the number of shares of Common Stock purchased by Participants to a bank or trust company or affiliate thereof, as selected by the Committee from time to time, which shares may be held by such bank or trust company or affiliate in street name, but with a separate account maintained by such entity for each Participant reflecting such Participant’s share interests in the Common Stock.

(c)               Each account described in Section 3.06(b) above shall be in the name of the Participant.

7

Section 3.07 Distribution of Shares or Resale of Common Stock.

(a)               A Participant may request a distribution of shares of Common Stock purchased for the Participant under the Plan or order the sale of such shares following the Participant’s satisfaction of the Applicable Holding Period, by making a request in such form and at such time as the Committee shall prescribe.

(b)               If a Participant terminates his or her employment with the Employer or otherwise ceases to be an Eligible Employee, following the Participant’s satisfaction of the Applicable Holding Period, the Participant shall receive a distribution of his or her shares of Common Stock held in any shareholder account established pursuant to Section 3.06(b) above, which shall be effectuated by the Committee in a manner that it deems reasonable and appropriate, as determined by the Committee, or its delegate, or, in lieu of the receipt of shares of Common Stock, the Participant may alternatively elect to instead have the shares of Common Stock sold, in accordance with such procedures as the Committee shall prescribe.

(c)               If a Participant is to receive a distribution of shares of Common Stock, or if shares are to be sold, the distribution or sale shall be made in shares of Common Stock. Any brokerage commissions resulting from a sale of Common Stock shall be deducted from amounts payable to the Participant.

ARTICLE IV

SPECIAL ADJUSTMENTS

Section 4.01 Shares Unavailable. If, on any Purchase Date, the aggregate funds available for the purchase of Common Stock would otherwise permit the purchase of a number of shares Common Stock in excess of the number then available for purchase under the Plan, the following adjustments shall be made:

(a)               The number of shares of Common Stock that would otherwise be purchased by each Participant shall be proportionately reduced on the Purchase Date in order to eliminate such excess; and

(b)               The Plan shall automatically terminate immediately after the Purchase Date as of which the supply of available shares is exhausted, unless the Board of Directors determines otherwise.

Section 4.02 Anti-Dilution Provisions. The aggregate number of shares of Common Stock reserved for purchase under the Plan, as provided in Section 3.03 above, the maximum number of shares that may be purchased by a Participant as provided in Section 3.04 above, and the calculation of the Purchase Price per share shall be equitably adjusted by the Committee to reflect any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or consolidation of shares or other capital adjustment, the payment of a stock dividend, or other increase or decrease in the shares, if effected without receipt of consideration by the Corporation.

8

Section 4.03 Effect of Certain Transactions. Subject to any required action by the shareholders, if the Corporation shall be the surviving corporation in any merger or consolidation, any offering hereunder shall continue to pertain to and apply to the shares of stock of the Corporation. However, in the event of a dissolution or liquidation of the Corporation, or a merger or consolidation in which the Corporation is not the surviving corporation, the Plan and any offering hereunder shall terminate upon the effective date of such dissolution, liquidation, merger or consolidation, unless the Board of Directors determines otherwise, and the balance of any amounts deducted from a Participant’s Compensation which have not by such time been applied to the purchase of Common Stock shall be returned to the Participant, as soon as reasonably practicable.

ARTICLE V

MISCELLANEOUS

Section 5.01 Non-Alienation. Except as set forth below, the right to purchase shares of Common Stock under the Plan is personal to the Participant, is exercisable only by the Participant during the Participant’s lifetime and may not be assigned or otherwise transferred by the Participant. If a Participant dies, unless the executor, administrator or other personal representative of the deceased Participant directs otherwise, any amounts previously deducted from the Participant’s Compensation during the Purchase Period in which the Participant dies shall be used to purchase Common Stock on the Purchase Date for the Purchase Period. After that Purchase Date, there shall be delivered to the executor or administrator or other personal representative of the deceased Participant all shares of Common Stock and such residual amounts as may remain to the Participant’s credit under the Plan.

Section 5.02 Administrative Costs. The Corporation shall pay the administrative expenses associated with the operation of the Plan (other than brokerage commissions resulting from sales of Common Stock directed by Participants).

Section 5.03 No Interest. No interest shall be payable with respect to amounts withheld or deposited under the Plan.

Section 5.04 Committee. The Board of Directors shall appoint the Committee, which shall have the express discretionary authority and power to administer the Plan and to make, adopt, construe, and enforce rules and regulations not inconsistent with the provisions of the Plan. The Committee shall adopt and prescribe the contents of all forms required in connection with the administration of the Plan, including, but not limited to, the Purchase Agreement, payroll deduction authorizations, requests for distribution of shares, and all other notices required hereunder. The Committee shall have the fullest discretion permissible under law in the discharge of its duties. The Committee’s interpretations and decisions with respect to the Plan shall be final and conclusive. The Committee may delegate certain administrative or ministerial matters under the Plan to one or more officer or officers of the Company (or their designees) as determined in the Committee’s discretion, and such persons may have the authority to (i) maintain or cause to be maintained (including through a third party administrator) records relating to the operation and maintenance of the Plan; (ii) process or oversee the issuance of, or cause to be issued, shares to a Participant upon the sale of Common Stock under the Plan; and (iii) take such other administrative or ministerial actions, or cause such actions to be taken, as the Committee may authorize.

9

Section 5.05 Withholding of Taxes; Notification of Transfer. All acquisitions and sales of Common Stock under the Plan shall be subject to applicable federal (including FICA), state and local tax withholding requirements if the Internal Revenue Service or other taxing authority requires such withholding. The Corporation may require that Participants pay to the Corporation (or make other arrangements satisfactory to the Corporation for the payment of) the amount of any Federal, state or local taxes that the Corporation is required to withhold with respect to the purchase of Common Stock or the sale of Common Stock acquired under the Plan, or instead deduct from the Participant’s wages or other compensation the amount of any withholding taxes due with respect to the purchase of Common Stock or the sale of Common Stock acquired under the Plan.

Section 5.06 Amendment of the Plan. The Board of Directors may, at any time and from time to time, amend the Plan in any respect.

Section 5.07 Expiration and Termination of the Plan. The Plan shall continue in effect for ten (10) years from the Effective Date, unless terminated prior to that date pursuant to the provisions of the Plan or pursuant to action by the Board of Directors. The Board of Directors shall have the right to terminate the Plan at any time without prior notice to any Participant and without liability to any Participant. Upon the expiration or termination of the Plan, the balance, if any, then standing to the credit of each Participant from amounts deducted from the Participant’s Compensation or deposited by the Participant which has not, by such time, been applied to the purchase of Common Stock shall be refunded to the Participant.

Section 5.08 No Employment Rights. Participation in the Plan shall not give an employee any right to continue in the employment of an Employer and shall not affect the right of the Employer to terminate the employee’s employment at any time, with or without cause.

Section 5.09 Repurchase of Common Stock. The Corporation shall not be required to purchase or repurchase from any Participant any of the shares of Common Stock that the Participant acquires under the Plan.

Section 5.10 Notice. A Purchase Agreement and any notice that a Participant files pursuant to the Plan shall be on a form prescribed by the Committee and shall be effective only when received by the Committee or its delegate. Delivery of such forms may be made by hand or by certified mail, sent postage prepaid, to the Corporation’s Total Rewards Manager, or such other address as the Committee may designate. Delivery by any other mechanism shall be deemed effective at the option and discretion of the Committee.

Section 5.11 Government Regulation. The Corporation’s obligation to sell and to deliver the Common Stock under the Plan is at all times subject to all approvals of any governmental authority required in connection with the authorization, issuance, sale or delivery of such Common Stock.

10

Section 5.12 Internal Revenue Code and ERISA Considerations. The Plan is neither intended to constitute an “employee stock purchase plan” within the meaning of section 423 of the Code nor intended to be construed as constituting an “employee benefit plan,” within the meaning of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.

Section 5.13 Section 409A. The Plan is intended to comply with the requirements of section 409A of the Code, to the extent applicable. All options granted under the Plan shall be construed and administered such that such option either (i) qualifies for an exemption from the requirements of section 409A of the Code or (ii) satisfies the requirements of section 409A of the Code. If an option is subject to section 409A of the Code, the exercise of such option shall only be made in a manner and upon an event permitted under section 409A of the Code and in no event shall an Eligible Employee, directly or indirectly, designate the calendar year in which an exercise occurs. Notwithstanding the foregoing, although options are intended to be exempt from, or comply with, the requirements of section 409A of the Code, and the Plan shall be interpreted accordingly, the Corporation does not warrant that any option will qualify for favorable tax treatment under section 409A of the Code or any other provision of federal, state, local or foreign law. The Corporation shall not be liable to any Eligible Employee for any tax the Eligible Employee might owe as a result of the grant or exercise of an option, or holding of any shares of Common Stock received upon exercise of the option, under the Plan.

Section 5.14 Headings, Captions, Gender. The headings and captions herein are for convenience of reference only and shall not be considered as part of the text. The masculine shall include the feminine, and vice versa. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, or neuter, as the identity of the person or persons may require. As the context may require, the singular may read as the plural and the plural as the singular.

Section 5.15 Severability of Provisions, Prevailing Law. The provisions of the Plan shall be deemed severable. In the event any such provision is determined to be unlawful or unenforceable by a court of competent jurisdiction or by reason of a change in an applicable statute, the Plan shall continue to exist as though such provision had never been included therein (or, in the case of a change in an applicable statute, had been deleted as of the date of such change). The Plan shall be governed by the laws of the Commonwealth of Pennsylvania to the extent such laws are not in conflict with, or superseded by, federal law.  

- END -

11