Embassy Bancorp, Inc. (Form: SC 13D, Received: 12/30/2016 12:11:46)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. ___)*

EMBASSY BANCORP, INC.

(Name of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

290791102

(CUSIP Number)

David M. Lobach, Jr.

100 Gateway Drive, Suite 100

Bethlehem, Pennsylvania 18017

(610) 882-8800

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

December 22, 2016

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 290791102


1.	Names of Reporting Persons:				David M. Lobach, Jr.

IRS Identification Nos. of Above Persons (entities only):								Not applicable

2.	Check the Appropriate Box if a Member of a Group								(See Instructions)

		(a)	☐

		(b)	☐

3.	SEC Use Only

4.	Source of Funds (See Instructions)						PF

5.	Check if Disclosure of Legal Proceedings is required pursuant to Items 2(d) or 2(e)												☐

6.	Citizenship or Place of Organization					United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power					332,110

			8.	Shared Voting Power					9,999

			9.	Sole Dispositive Power					332,110

			10.	Shared Dispositive Power					9,999

11.	Aggregate Amount Beneficially Owned by Each Reporting Person											449,575

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)													☐

13.	Percent of Class Represented by Amount in Row (11)										5.99%

14.	Type of Reporting Person (See Instructions )									IN

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TABLE OF CONTENTS

Item 1. Security and Issuer

Item 2. Identity and Background

Item 3. Source and Amount of Funds or Other Consideration

Item 4. Purpose of Transaction

Item 5. Interest in Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect

to Securities of the Issuer

Item 7. Material to be Filed as Exhibits

Signatures

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CUSIP No. 290791102

Item 1. Security and Issuer

This Statement on Schedule 13D relates to shares of common stock, par value $1.00 per share (the “Shares”), of Embassy Bancorp, Inc., a Pennsylvania corporation (the “Company”). The address of the principal executive office of the Company is 100 Gateway Drive, Suite 100, Bethlehem, Pennsylvania 18017.

Item 2. Identity and Background

This statement is filed by David M. Lobach, Jr. (“Mr. Lobach”), who is a United States citizen. Mr. Lobach is Chairman, President and Chief Executive Officer of the Company and its primary operating subsidiary, Embassy Bank for the Lehigh Valley (the “Bank”), and is also a member of Red Bird Associates, LLC. His business address is 100 Gateway Drive, Suite 100, Bethlehem, Pennsylvania. During the last five years, Mr. Lobach has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and he has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

As of the date hereof, Mr. Lobach may be deemed to beneficially own an aggregate of 44 9,575 Shares as detailed in Item 5.

The Shares were acquired as a result of the reorganization of the Bank into a one bank holding company structure (the “Reorganization”), the subsequent receipt and exercise of options to purchase Shares of Common Stock issued pursuant to the Company’s 2001 Option Plan and 2010 Stock Incentive Plan, the receipt of restricted Shares of Common Stock issued pursuant to the Company’s 2010 Stock Incentive Plan, and acquisitions in the open-market and in privately negotiated transactions.

Pursuant to a Plan of Merger and Reorganization dated April 18, 2008, on the effective date of the Reorganization, each issued and outstanding share of the Bank’s common stock was automatically converted into one share of the Company’s common stock, and each then outstanding option to acquire a share of the common stock of the Bank issued under the Embassy Bank 2001 Option Plan became and was converted into an option to acquire a share of the Company on the same terms and conditions and remained outstanding . The Reorganization was effective November 11, 2008.

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CUSIP No. 290791102

Item 4. Purpose of Transaction

Mr. Lobach acquired his Shares in the various transactions described in Item 3 above. Mr. Lobach is a founder of the Bank and, subsequently, the Company. Shares of the Bank originally acquired by Mr. Lobach were acquired for purposes of initially capitalizing the Bank.

At the present time, Mr. Lobach, both individually and as a member of Red Bird Associates, LLC, does not plan any significant acquisitions or dispositions of Company securities. He may, however, periodically acquire or dispose of Company securities as circumstances dictate. Mr. Lobach is Chairman, President and Chief Executive Officer of the Company and, if required, he intends to vote his common stock in favor of plans, transactions and matters which he supports. At this time, however, Mr. Lobach does not have any plans or proposals relating to an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; the sale or transfer of a material amount of assets of the Company or any of its subsidiaries; any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any vacancies on the board; any material change in present capitalization or dividend policy of the Company; change in the Company’s business or corporate structure; changes in the Company’s charter, bylaws or instruments which would impede the acquisition or control of the Company by any person; causing the common stock to be authorized for quotation on NASDAQ or eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or any similar actions.

Item 5. Interest in Securities of the Issuer

On December 22, 2016, Mr. Lobach may be deemed to have beneficial ownership in 449,575 Shares of Company common stock, representing 5.99% of the outstanding Shares as of December 22, 2016 (including Mr. Lobach’s vested, but unexercised stock options described below). Of this amount, Mr. Lobach holds 331,905 Shares either individually or in an individual retirement account and he has the sole power to vote and dispose of those Shares. Mr. Lobach has a right to acquire 61,162 Shares pursuant to vested stock options (the “Option Shares”).

Mr. Lobach has sole power to vote and dispose of 205 shares held by himself as custodian under the Uniform Gifts to Minors Act for the benefit of his granddaughter.

Mr. Lobach has shared power to vote and dispose of 4,203 shares held jointly with his spouse.

Mr. Lobach has shared power to vote and dispose of 196 shares held jointly with his son.

Mr. Lobach is a member of Red Bird Associates, LLC, a real estate holding company owned by certain directors and executive officers of the Company. The members have the right, authority and responsibility to manage the operations and affairs of Red Bird Associates, LLC and its business. All decisions requiring the consent or action of the members are effective if agreed to by a majority of the members. Therefore, Mr. Lobach is deemed to share power to vote and dispose of all 5,600 Shares owned by Red Bird Associates, LLC.

Mr. Lobach may be deemed to beneficially own 46,304 Shares held by his spouse in an individual retirement account. Mr. Lobach does not have sole or shared power to vote or dispose of these Shares.

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CUSIP No. 290791102

During the previous 60 days, Mr. Lobach has engaged in the following transactions involving Company common stock:

Purchase of 500 Shares on December 6, 2016 at a purchase price of $11.98 per Share in an open-market transaction;

Purchase of 703 Shares on December 7, 2016 at a purchase price of $12.09 per Share in an open-market transaction;

Purchase of 500 Shares on December 9, 2016 at a purchase price of $12.64 per Share in an open-market transaction;

Receipt of 16,405 Shares of restricted Common Stock on December 21, 2016 pursuant to a grant received under the Company’s 2010 Stock Incentive Plan; and

Purchase of 325 Shares on December 22, 2016 at a purchase price of $13.50 per Share in an open-market transaction.

Additionally, on December 22, 2016, Mr. Lobach’s spouse purchased 435 Shares at a purchase price of $13.50 per Share in an open-market transaction.

The filing of this Schedule 13D shall not be construed as an admission that Mr. Lobach is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Schedule 13D.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except for outstanding options to purchase Shares issued under the Company’s 2001 Option Plan and 2010 Stock Incentive Plan and loan agreements pursuant to which Shares were pledged as security in the ordinary course (which loan proceeds were not used to finance the acquisition of any Shares), the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Company, including but not limited to the transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7. Material to Be Filed as Exhibits

Form of Stock Option Agreements governing the Option Shares.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date:	December 30, 2016	/s/ David M. Lobach, Jr.
		David M. Lobach, Jr.

EMBASSY BANCORP, INC.
OPTION PLAN

STOCK OPTION GRANT AGREEMENT

THIS STOCK OPTION GRANT AGREEMENT, dated as of _________ __, _______ (the "Date of Grant"), is delivered by EMBASSY BANCORP, INC. (the "Company'), to _________________________________, (the "Optionee").

RECITALS

A. The Embassy Bancorp, Inc. Option Plan (the "Plan") provides for the grant of stock options to officers, employees and directors of the Company, to purchase shares of common stock of the Company, (the "Shares"), in accordance with the terms and conditions of the Plan.

B. The Board of Directors of the Company (the "Board") has determined that it would be to the advantage and interest of the Company to make the grant provided for herein as an inducement for the Optionee to promote the best interests of the Company and its stockholders.

NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Grant of Option.

Subject to the terms and conditions hereinafter set forth, the Company hereby grants to the Optionee an option to purchase an aggregate number of Shares at the option price set forth below (the "Option"):

A Non-qualified Stock Option to purchase _________ Shares at an option price of $ _____ per Share based on the fair market value per Share on the Date of Grant, which shall be exercisable as provided in Paragraph 6 below.

2. Nature of Option.

The Option designated hereunder shall be a Non-qualified Stock Option. The Board of Directors of the Company (the "Board") shall administer the Plan, shall interpret and construe this Stock Option Grant Agreement in accordance with and pursuant to the terms of the Plan, and its decisions shall be conclusive as to any question arising hereunder.

3. Restrictions on Exercise.

person or persons who acquire the right to exercise the Option by will or by the laws of descent and distribution, to the extent that the Option is then exercisable pursuant to the provisions of Paragraphs 5 and 6 below.

4. Exercise Procedures.

Subject to the exercise provisions below, the Optionee may exercise the Option with respect to all or a portion of the Option. The Optionee may exercise the Option by giving the President of the Company written notice of intent to exercise in the manner provided in Paragraph 15 hereof . Such notice shall specify the number of Shares as to which this Option is to be exercised and shall be accompanied by the applicable exercise price (i) in cash or personal check, which shall be accepted subject to collection in the ordinary course, (ii) with the approval of the Board, by delivering Shares already owned by the Optionee having a fair market value on the date of exercise equal to the option price, or (iii) with a combination of cash, check or Shares.

The obligation of the Company to deliver Shares upon such exercise of the Option shall be subject to all applicable Federal and State laws, rules, regulations and such approvals by governmental agencies as may be deemed appropriate by the Board, including, among other things, such steps as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Board, as it deems appropriate, shall have the right to impose restrictions on the resale or transfer of Shares received upon the exercise of the Option, to comply with any applicable state or Federal securities laws. All obligations of the Company hereunder shall be subject to the rights of the Company or any of its subsidiaries as set forth in the Plan to withhold amounts required to be withheld for any taxes. If the Optionee fails to accept delivery of, or to pay for, any of the Shares specified in such notice upon tender of delivery thereof, the Optionee's right to purchase such undelivered Shares may be terminated, at the sole discretion of the Board. The date that notice of an election to exercise is received by the Company shall be deemed the date of exercise hereunder.

5. Term of Option.

The Option granted hereunder shall have a term of nine (9) years from the Date of Grant and shall terminate at the expiration of that period, unless it is terminated at an earlier date pursuant to the further provisions of this Stock Option Grant Agreement.

The Option shall automatically terminate prior to the expiration of the option term upon the happening of certain events, specified in the Plan including (i) the expiration of the period beginning on the date the Optionee terminates employment with the Company for any reason other than death or termination for cause and ending sixty (60) days after such termination; (ii) the expiration of the six (6) month period after the Optionee terminates employment with the Company on account of death, or (iii) the date of the Optionee's employment with the Company or any of its subsidiaries is terminated for cause by the Company, as determined by the Board in accordance with the Company's personnel policy.

6. Vesting of Option.

The Option shall become exercisable in ________ installments according to the schedule set forth below:

Date Shares

Notwithstanding the foregoing, the Option shall become fully exercisable upon the occurrence of a Change in Control (as defined in Section 9 of the Plan).

Notwithstanding anything to the contrary, the Option shall not become exercisable after the Option is terminated as provided in Paragraph 5 above.

NOTWITHSTANDING ANY OTHER PROVISIONS SET FORTH HEREIN OR IN THE PLAN, IF THE OPTIONEE SHALL CEASE TO BE AN EMPLOYEE OF THE COMPANY ON ACCOUNT OF TERMINATION FOR CAUSE, AS DETERMINED BY THE BOARD IN ACCORDANCE WITH THE COMPANY'S PERSONNEL POLICY AS IN EFFECT BEFORE ANY CHANGE IN CONTROL OF THE COMPANY, THE UNEXERCISED PORTION OF THE OPTION AND ANY AND ALL RIGHTS HEREUNDER SHALL IMMEDIATELY TERMINATE AND BE VOID.

7. Right of First Refusal.

In the event that the Optionee exercises the Option and the Optionee, or the Optionee's personal representative or beneficiary, wishes to sell, encumber or otherwise dispose of any or all of the Shares so acquired, either at the time of exercise or thereafter, the Optionee (or personal representative or beneficiary) must offer to sell the Shares to the Company by giving the Company written notice disclosing: (a) the name(s) of the proposed transferee of the Shares; (b) the certificate number and number of Shares proposed to be transferred or encumbered; (c) the proposed price; and (d) all other terms of the proposed transfer. Within fourteen (14) days after receipt of such notice, the Company shall have the option to purchase all or part of such Shares. If the Company decides to exercise this option, the purchase price of the Shares shall be the lesser of the proposed sale price or the fair market value of the Shares (as defined in Section 5(b) of the Plan) on the date the written notice is received by the Board.

In the event the Company does not exercise the option to purchase the Shares, as provided above, the Optionee shall have the right to sell or otherwise dispose of the Shares on the terms of the transfer set forth in the written notice to the Company, provided such transfer is effected within fifteen (15) days after the expiration of the Company's option period. If the transfer is not effected within such period, the Company must again be given an option to purchase, as provided above.

8. Grant Subject to Plan Provisions.

This grant is made pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The granting and exercise of the Option are subject to the provisions of the Plan and to interpretations, regulations and determinations concerning the Plan established from ti m e to time by the Board in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (a) rights and obligations with respect to withholding taxes, (b) the registration, qualification or listing of the Shares, (c) capital or other changes of the company and (d) other requirements of applicable law. A complete copy of the Plan will be provided to the Optionee upon request.

9. No Rights to Employment.

Neither the granting of the Option nor any other action taken with respect to the Option or the Plan shall confer upon the Optionee any right to continue as an employee of the Company or any of its subsidiaries or interfere in any way with the right of the Company to terminate the Optionee' s employment with the Company or any of its subsidiaries at any time. Except as may be otherwise limited by another written agreement, the right of the Company to terminate at will the Optionee's employment (whether by dismissal, discharge, retirement or otherwise) is specifically reserved.

10. No Stockholder Rights.

Neither the Optionee, nor any person entitled to exercise the Optionee's rights in the event of the Optionee's death, shall have any of the rights and privileges of a stockholder with respect to the Shares subject to the Option, except to the extent that certificates for such Shares shall have been issued upon the exercise of the Option as provided herein.

11. Cancellation or Amendment.

This grant may be canceled or amended by the Board, in whole or in part, at any time if the Board determines, in its sole discretion, that cancellation or amendment is necessary or advisable in light of any change after the Date of Grant in (a) the Code or the regulations issued thereunder or (b) any federal or state securities law or other law or regulation, which change by its term is effective retroactively to a date on or before the Date of Grant.

12. Board Authority.

The Board shall have the right to interpret the option and to make factual determinations regarding this instrument and its decisions with respect thereto shall be conclusive upon any question arising hereunder.

13. Assignment and Transfers

The rights and interests of the Optionee under this Stock Option Grant Agreement may not be sold, assigned, encumbered or otherwise transferred, except in the event of the death of the Optionee, by will or by the laws of descent and distribution. In the event of any attempt by the Optionee to alienate, assign, pledge, hypothecate, or otherwise dispose of the Option or any right hereunder, except as provided for herein, or in the event of the levy of any attachment, execution or similar process upon the rights or interest hereby conferred, the Company may terminate the Option by notice to the Optionee and the Option and all rights hereunder shall thereupon become null and void.

14. Applicable Law.

The validity, construction, interpretation and effect of this instrument shall be governed by and determined in accordance with the laws of the Commonwealth of Pennsylvania .

15. Notice.

Any notice to the Company provided for in this instrument shall be addressed to it in care of the President of the Company, P. 0. Box 20405 , Lehigh Valley , PA 18002 - . 0405, or such other address specified by the Company or any successor thereto, and any notice to the Optionee shall be addressed to such Optionee at the current address shown on the payroll of the Company, or to such other address as the Optionee may designate to the Company in writing. Any notice provided for hereunder shall be delivered by hand, sent by telecopy or telex or enclosed in a properly sealed envelope addressed as stated above and deposited, postage and registry fee prepaid, in a post office or branch post office regularly maintained by the United States Postal Service.

16. FDIC Provisions .

Optionee agrees and acknowledges that in accordance with FDIC regulations and guidelines, Optinee may be required to exercise or forfeit this Option if the Company's capital falls below minimum capital requirements.

IN WITNESS WHEREOF, EMBASSY BANCORP, INC. has caused its duly authorized officer to execute and attest this instrument, and the Optionee has placed his or her signature herein, effective as of the Date of the Grant.

Attest: EMBASSY BANCORP, INC.

_____________________________ By: _________________________________

Accepted: ____________________________

Optionee

EMBASSY BANCORP, INC.
OPTION PLAN

STOCK OPTION GRANT AGREEMENT

THIS STOCK OPTION GRANT AGREEMENT, dated as of ___________ __, _____ (the "Date of Grant"), is delivered by EMBASSY BANCORP, INC. (the "Company'), to _______________________________, (the "Optionee").

RECITALS

B. The Board of Directors of the Company ( the "Board") has determined that it would be to the advantage and interest of the Company to make the grant provided for herein as an inducement for the Optionee to promote the best interests of the Company and its stockholders.

NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Grant of Option .

An Incentive Stock Option to purchase ________ Shares at an option price of $ ________ per Share based on the fair market value per Share on the Date of Grant, which shall be exercisable as provided in Paragraph 6 below.

2. Nature of Option .

The Option designated hereunder shall be an Incentive Stock Option intended to meet the requirements of section 422 of the Internal Revenue Code of 1986, as amended (the "Code") and as interpreted by relevant rulings, regulations and other applicable authority. The Board of Directors of the Company (the "Board") shall administer the Plan, shall interpret and construe this Stock Option Grant Agreement in accordance with and pursuant to the terms of the Plan, and its decisions shall be conclusive as to any question arising hereunder.

In conformance with the foregoing, the Optionee understands and hereby acknowledges that in the event that the aggregate fair market value (determined at the time the Option is granted) of the Shares with respect to which incentive stock options granted after December 31, 1986, are exercisable for the first time by the Optionee during any calendar year (under all stock option plans

of the Company and its subsidiaries, if any) exceeds $100,000, then to the extent of excess, all or a portion of this Option shall (if and to the extent, required by section 422 of the Code) not be treated as an Incentive Stock Option.

3. Restrictions on Exercise .

During the Optionee's lifetime, exercise of the option shall be solely by the Optionee and, after the Optionee's death, the Option shall be exercisable (subject to the limitations specified in the Plan) solely by the representatives of the Optionee, or by the person or persons who acquire the right to exercise the Option by will or by the laws of descent and distribution, to the extent that the Option is then exercisable pursuant to the provisions of Paragraphs 5 and 6 below.

4. Exercise Procedures .

Subject to the exercise provisions below, the Optionee may exercise the Option with respect to all or a portion of the Option. The Optionee may exercise the Option by giving the President of the Company written notice of intent to exercise in the manner provided in Paragraph 15 hereof. Such notice shall specify the number of Shares as to which this Option is to be exercised and shall be accompanied by the applicable exercise price (i) in cash or personal check, which shall be accepted subject to collection in the ordinary course, (ii) with the approval of the Board, by delivering Shares already owned by the Optionee having a fair market value on the date of exercise equal to the option price, or (in) with a combination of cash, check or Shares.

5. Term of Option .

or termination for cause and ending sixty days after such termination; (ii) the expiration of the six month period after the Optionee terminates employment with the Company on account of death, or (iii) the date of the Optionee's employment with the Company or any of its subsidiaries is terminated for cause by the Company, as determined by the Board in accordance with the Company's personnel policy.

6. Vesting of Option.

The Option shall become exercisable in ________ installments according to the schedule set forth below:

Date Shares

Notwithstanding the foregoing, the Option shall become fully exercisable upon the occurrence of a Change in Control (as defined in Section 9 of the Plan).

Notwithstanding anything to the contrary, the Option shall not become exercisable after the Option is terminated as provided in Paragraph 5 above.

NOTWITHSTANDING ANY OTHER PROVISIONS SET FORTE HEREIN OR IN THE PLAN, IF THE OPTIONEE SHALL CEASE TO BE AN EMPLOYEE OF THE COMPANY ON ACCOUNT OF TERMINATION FOR CAUSE, AS DETERMINED BY THE BOARD IN ACCORDANCE WITH THE COMPANY'S PERSONNEL POLICY AS IN EFFECT BEFORE ANY CHANGE IN CONTROL OF THE COMPANY, THE UNEXERCISED PORTION OF THE OPTION AND ANY AND ALL RIGHTS HEREUNDER SHALL IMMEDIATELY TERMINATE AND BE VOID.

7. R ight of First Refusal .

In the event that the Optionee exercises the Option and the Optionee, or the Optionee's personal representative or beneficiary, wishes to sell, encumber or otherwise dispose of any or all of the Shares so acquired, either at the time of exercise or thereafter, the Optionee (or personal representative or beneficiary) must offer to sell the Shares to the Company by giving the Company written notice disclosing: (a) the name(s) of the proposed transferee of the Shares; (b) the certificate number and number of Shares proposed to be transferred or encumbered; (c) the proposed price; and (d) all other terms of the proposed transfer. Within fourteen ( 14 ) days after receipt of such notice, the Company shall have the option to purchase all or part of such Shares. If the Company decides to exercise this option, the purchase price of the Shares shall be the lesser of the proposed sale price or the fair market value of the Shares (as defined in Section 5(b) of the Plan) on the date the written notice is received by the Board.

fifteen (15) days after the expiration of the Company's option period. If the transfer is not effected within such period the Company must again be given an option to purchase, as provided above .

8. Grant Subject to Plan Provisions .

This grant is made pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The granting and exercise of the Option are subject to the provisions of the Plan and to interpretations, regulations and determinations concerning the Plan established from tie to time by the Board in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (a) rights and obligations with respect to withholding taxes, (b) the registration, qualification or listing of the Shares, (c) capital or other changes of the company and (d) other requirements of applicable law. A complete copy of the Plan will be provided to the Optionee upon request.

9. No Rights to Employment .

Neither the granting of the Option nor any other action taken with respect to the Option or the Plan shall confer upon the Optionee any right to continue as an employee of the Company or any of its subsidiaries or interfere in any way with the right of the Company to terminate the Optionee's employment with the Company or any of its subsidiaries at any time. Except as may be otherwise limited by another written agreement, the right of the Company to terminate at will the Optionee's employment (whether by dismissal, discharge, retirement or otherwise) is specifically reserved.

10. No Stockholder Rights .

11. Cancellation or Amendment .

12. Board Authority .

13. Assignment and Transfers

14. Applicable Law .

The validity, construction, interpretation and effect of this instrument shall be governed by and determined in accordance with the laws of the Commonwealth of Pennsylvania .

15. Notice .

Any notice to the Company provided for in this instrument shall be addressed to it in care of the President of the Company, P. 0. Box 20405 , Lehigh Valley , PA 18002-0405 , or such other address specified by the Company or any successor thereto, and any notice to the Optionee shall be addressed to such Optionee at the current address shown on the payroll of the Company, or to such other address as the Optionee may designate to the Company in writing. Any notice provided for hereunder shall be delivered by hand, sent by telecopy or telex or enclosed in a properly sealed envelope addressed as stated above and deposited, postage and registry fee prepaid, in a post office or branch post office regularly maintained by the United States Postal Service.

16. FDIC Provisions .

I N WITNESS WHEREOF, EMBASSY BANCORP, INC. has caused its duly authorized officer to execute and attest this instrument, and the Optionee has placed his or her signature herein, effective as of the Date of the Grant.

Attest: EMBASSY BANCORP, INC.

__________________________ By: _______________________________

Accepted: ______________________________

Optionee

EMBASSY BANCORP, INC.

2010 STOCK INCENTIVE PLAN

INCENTIVE STOCK OPTION

FOR

EMPLOYEE

THIS INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) dated as of February 17 , 2012 (the “Date of Grant”), is delivered by Embassy Bancorp, Inc. , a Pennsylvania corporation (the “Company”), to ____________ (the “Grantee”), who is an employee of the Company or one of its subsidiaries.

WITNESSETH :

WHEREAS , the Board of Directors of the Company adopted on April 23 , 2010, with subsequent shareholder approval on June 16, 2010, the Embassy Bancorp, Inc. 2010 Stock Incentive Plan (the “Plan”);

WHEREAS , the Plan permits the grant of incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, to purchase shares of the Company’s common stock, par value $1.00 per share (“Company Stock”), to designated Employees (as defined in the Plan), in accordance with the terms and provisions of the Plan, including anti-dilution adjustments; and

WHEREAS , the Grantee has been designated pursuant to the Plan to receive an incentive stock option on the Date of Grant specified above; and

WHEREAS , this Agreement is intended to fulfill the requirement of the Plan that Grants (as defined in the Plan) under the Plan shall be evidenced by a written instrument.

NOW, THEREFORE , the Company intending to be legally bound, hereby agrees as follows:

GRANT OF OPTION . Subject to the terms and conditions hereinafter set forth and the terms and conditions of the Plan, the Company grants to the Grantee, as of the Date of Grant, an Incentive Stock Option (as defined in the Plan) to purchase ___________ (____) shares of Company Stock at a price of $7.00 per share. Such option is hereinafter referred to as this “Option” and the price per share is referred to as the “option price.” The option price is intended to be not less than 100% of the Fair Market Value of a share of Company Stock as of the Date of Grant, as determined in accordance with the Plan. The number of shares of Company Stock subject to this Option and the option price are subject to adjustment under circumstances set forth in the Plan. To the extent that the aggregate Fair Market Value of the shares of Company Stock on the Date of Grant with respect to which Incentive Stock Options are held by the Grantee are exercisable for the first time by a Grantee during any calendar year under the Plan or any other stock option plan of the Company exceeds $100,000, then this Option as to the excess shall be treated as a Nonqualified Stock Option.

OPTION TERM AND VESTING SCHEDULE .

2.1 The term of this Option shall be nine years (9) from the Date of Grant.

2.2 Unless vested earlier, by acceleration or otherwise, this Option will vest in accordance with the following schedule:

One-third of the shares on the first anniversary of the date hereof;

One-third of the shares on the second anniversary of the date hereof; and

One-third of the shares on the third anniversary of the date hereof.

2.3 This Option is also subject to accelerated expiration or termination as provided in the Plan, including Section 10.2 of the Plan.

EXERCISE . Except as otherwise provided below, this Option may only be exercised while the Grantee is an Employee of the Company or one of its subsidiaries. In the event of Grantee’s termination of employment for any reason other than death, Disability or Retirement (as such terms are defined in Section 5.6.4 of the Plan) or following a Change of Control (as defined in Section 9.1 of the Plan), this Option shall be exercisable only as to those shares of Company Stock that were immediately purchasable by the Grantee at the date of termination and only for a period of three (3) months following termination. In the event of a termination of a Grantee’s employment due to death, Disability, Retirement or following a Change of Control, this Incentive Stock Option shall vest and become immediately exercisable and shall thereafter be exercisable by the Grantee or the Grantee’s legal representative or beneficiaries, as applicable, for a period of three (3) years following the date of such cessation of employment, provided , however , that this Option shall not be eligible for treatment as an Incentive Stock Option in the event it is exercised more than three (3) months following the date of Grantee’s Retirement or termination of employment following a Change of Control; and provided further , that this Option shall not be eligible for treatment as an Incentive Stock Option in the event it is exercised more than one (1) year following termination of employment due to Disability; and provided further , in order to obtain Incentive Stock Option treatment if this Option is exercised by heirs or devisees of a deceased Grantee, the Grantee’s death must have occurred while employed or within three (3) months of termination of employment. Notwithstanding anything herein to the contrary, in no event shall the Option be exercised after the expiration of the term of this Option.

METHOD OF EXERCISE .

4.1 A Grantee may exercise this Option to the extent it is then exercisable under the Plan, in whole or in part, by delivering a duly completed notice of exercise, in such form as is acceptable to the Committee (as defined in the Plan), to the Secretary or other officer of the Company designated by the Committee, with accompanying payment of the option price in cash or any other form of payment permitted pursuant to Section 5.7 of the Plan.

4.2 Unless otherwise provided by the Committee, such notice may instruct the Company to deliver shares of Company Stock due upon the exercise of this Option to a Designated Broker (as defined in the Plan) in lieu of delivery to the Grantee. The Committee may suspend the ability of a Grantee to exercise this Option through a Designated Broker at any time that the Committee, in its sole discretion, determines appropriate.

NON-TRANSFERABILITY OF OPTION . The Option evidenced by this Agreement is not transferable by the Grantee other than by will or by the laws of descent and distribution or as may be otherwise permitted in accordance with the Plan. During the lifetime of the Grantee, this Option may be exercised only by the Grantee. After the death of the Grantee, this Option may be exercised by the representatives or other person entitled to succeed to the rights of the Grantee, subject to the terms of the Option.

LEGEND . The share certificate evidencing the shares of Company Stock to be issued upon exercise of this Option, if any, evidenced hereby shall be endorsed with the following legend (in addition to any legend required under applicable state securities laws):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THE 2010 EMBASSY BANCORP, INC. STOCK INCENTIVE PLAN AND ARE SUBJECT TO A RIGHT OF FIRST REFUSAL CONTAINED THEREIN. A COPY OF SUCH STOCK INCENTIVE PLAN WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF WITHIN FIVE DAYS OF WRITTEN REQUEST.

INCORPORATION OF PLAN BY REFERENCE . This Option is granted pursuant to the terms of the Plan, the terms of which are incorporated herein by reference and this Option shall in all respects be interpreted in accordance with the Plan. The Committee shall interpret and construe the Plan and this Agreement, and its interpretations and determinations shall be conclusive and binding on the Company and the Grantee and any other person claiming an interest hereunder, with respect to any issue arising hereunder or thereunder. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall control.

GOVERNING LAW . Questions pertaining to construction, validity and effect of the provisions of the Plan and this Agreement and the rights of all persons hereunder and thereunder shall be governed by the laws of the Commonwealth of Pennsylvania , without regard to the conflict of laws principles thereof.

DEFINED TERMS . A capitalized term used and not otherwise defined in this Agreement shall have the meaning provided for such term by the Plan.

10.

NO ISO WARRANTY . The Company makes no warranty that this Option, which is intended to qualify as an Incentive Stock Option will, in fact, so qualify or that any qualification will not be lost in the future, including by acts or omissions of the Company or the Committee or by other cause. If this Option for any reason fails for whatever reason to comply with the provisions of Section 422 of the Code, and such failure is not or cannot be cured, this Option shall be a Nonqualified Stock Option.

IN WITNESS WHEREOF , the Company has caused its duly authorized officers to execute and attest this Stock Option Agreement, and the Grantee has placed his or her signature hereon, effective as of the Date of Grant.


ATTEST:		EMBASSY BANCORP, INC.


(Asst.) Secretary		Title:
(SEAL)

Acknowledged by :


Grantee