ABINGTON BANCORP, INC. AMENDED AND RESTATED 2005 RECOGNITION AND RETENTION PLAN AND TRUST AGREEMENT
Exhibit
10.12
ABINGTON
BANCORP, INC.
AMENDED
AND RESTATED 2005 RECOGNITION AND
RETENTION
PLAN AND TRUST AGREEMENT
ARTICLE
I
ESTABLISHMENT
OF THE PLAN AND TRUST
1.01 Abington
Bancorp, Inc., the successor to Abington Community Bancorp, Inc. (the
“Corporation”), hereby amends and restates its 2005 Recognition and Retention
Plan (as amended and restated, the “Plan”) and Trust (the “Trust”) upon the
terms and conditions hereinafter stated in this amended and restated 2005
Recognition and Retention Plan and Trust Agreement (the “Agreement”), with the
amendment and restatement effective as of November 28,
2007. The Plan is being amended and restated in order to comply with
Section 409A of the Code, as defined herein.
1.02 The
Trustee hereby accepts this Trust and agrees to hold the Trust assets existing
on the date of this Agreement and all additions and accretions thereto upon
the
terms and conditions hereinafter stated.
ARTICLE
II
PURPOSE
OF THE PLAN
The
purpose of the Plan is to retain
personnel of experience and ability in key positions by providing Employees
and
Non-Employee Directors with a proprietary interest in the Corporation and
its
Subsidiary Companies as compensation for their contributions to the Corporation
and the Subsidiary Companies and as an incentive to make such contributions
in
the future. Each Recipient of a Plan Share Award hereunder is
advised to consult with his or her personal tax advisor with respect to the
tax
consequences under federal, state, local and other tax laws of the receipt
of a
Plan Share Award hereunder.
ARTICLE
III
DEFINITIONS
The
following words and phrases when
used in this Agreement with an initial capital letter, unless the context
clearly indicates otherwise, shall have the meanings set forth
below. Wherever appropriate, the masculine pronouns shall include the
feminine pronouns and the singular shall include the plural.
3.01 “Advisory
Director” means a person appointed to serve as an advisory or emeritus director
by the Board of either the Corporation or the Bank or the successors
thereto.
3.02 “Bank”
means Abington Savings Bank (which operates under the name “Abington Bank”), the
wholly owned subsidiary of the Corporation.
3.03 “Beneficiary”
means the person or persons designated by a Recipient to receive any benefits
payable under the Plan in the event of such Recipient’s death. Such
person or persons shall be designated in writing on forms provided for this
purpose by the Committee and may be changed from time to time by similar
written
notice to the Committee. In the absence of a written designation, the
Beneficiary shall be the Recipient’s surviving spouse, if any, or if none, his
or her estate.
3.04 “Board”
means the Board of Directors of the Corporation.
3.05 “Change
in Control” shall mean a change in the ownership of the Corporation or the Bank,
a change in the effective control of the Corporation or the Bank or a change
in
the ownership of a substantial portion of the assets of the Corporation or
the
Bank, in each case as provided under Section 409A of the Code and the
regulations thereunder.
3.06 “Code”
means the Internal Revenue Code of 1986, as amended.
3.07 “Committee”
means the committee appointed by the Board pursuant to Article IV
hereof.
3.08 “Common
Stock” means shares of the common stock, $0.01 par value per share, of the
Corporation.
3.09 “Director”
means a member of the Board of Directors of the Corporation or a Subsidiary
Corporation or any successors thereto, including Non-Employee Directors as
well
as Officers and Employees serving as Directors.
3.10 “Disability”
means the Recipient (i) is unable to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment which
can
be expected to result in death or can be expected to last for a continuous
period of not less than 12 months, or (ii) is, by reason of any medically
determinable physical or mental impairment which can be expected to result
in
death or can be expected to last for a continuous period of not less than
12
months, receiving income replacement benefits for a period of not less than
three months under an accident and health plan covering employees of the
Corporation or the Bank (or would have received such benefits for at least
three
months if he had been eligible to participate in such plan).
3.11 “Effective
Date” means the day upon which the Board originally adopted this
Plan.
3.12 “Employee”
means any person who is employed by the Corporation or a Subsidiary Company
or
is an Officer of the Corporation or a Subsidiary Company, but not including
directors who are not also Officers of or otherwise employed by the Corporation
or a Subsidiary Company.
3.13 “Employer
Group” means the Corporation and any Subsidiary Company which, with the consent
of the Board, agrees to participate in the Plan.
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3.14 “Exchange
Act” means the Securities Exchange Act of 1934, as amended.
3.15 “FDIC”
means the Federal Deposit Insurance Corporation.
3.16 “Non-Employee
Director” means a member of the Board (including advisory boards, if any) of the
Corporation or any Subsidiary Company or any successor thereto, including
an
Advisory Director of the Board of the Corporation and/or any Subsidiary Company
or a former Officer or Employee of the Corporation and/or any Subsidiary
Company
serving as a Director or Advisory Director who is not an Officer or Employee
of
the Corporation or any Subsidiary Company.
3.17 “Offering”
means the offering of Common Stock to the public completed during 2004 in
connection with the mutual holding company (the “MHC”) reorganization of the
Bank and the issuance of the capital stock of the Bank to the
Corporation.
3.18 “Officer”
means an Employee whose position in the Corporation or a Subsidiary Company
is
that of a corporate officer, as determined by the Board.
3.19 “Performance
Share Award” means a Plan Share Award granted to a Recipient pursuant to Section
7.05 of the Plan.
3.20 “Performance
Goal” means an objective for the Corporation or any Subsidiary Company or any
unit thereof or any Employee of the foregoing that may be established by
the
Committee for a Performance Share Award to become vested, earned or
exercisable. The establishment of Performance Goals are intended to
make the applicable Performance Share Awards “performance-based” compensation
within the meaning of Section 162(m) of the Code, and the Performance Goals
shall be based on one or more of the following criteria:
(i) net
income, as adjusted for non-recurring items;
(ii) cash
earnings;
(iii) earnings
per share;
(iv)
cash earnings per share;
(v) return
on average equity;
(vi) return
on average assets;
(vii) assets;
(viii) stock
price;
(ix) total
shareholder return;
(x) capital;
(xi) net
interest income;
(xii) market
share;
(xiii) cost
control or efficiency ratio; and
(xiv) asset
growth.
3.21 “Plan
Shares” or “Shares” means shares of Common Stock which may be distributed to a
Recipient pursuant to the Plan.
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3.22 “Plan
Share Award” or “Award” means a right granted under this Plan to receive a
distribution of Plan Shares upon completion of the service requirements
described in Article VII hereof, and includes Performance Share
Awards.
3.23 “Recipient”
means an Employee or Non-Employee Director or former Employee or Non-Employee
Director who receives a Plan Share Award or Performance Share Award under
the
Plan.
3.24 “Subsidiary
Companies” means those subsidiaries of the Corporation, including the Bank,
which meet the definition of “subsidiary corporations” set forth in Section
424(f) of the Code, at the time of the granting of the Plan Share Award in
question.
3.25 “Trustee”
means such firm, entity or persons approved by the Board to hold legal title
to
the Plan and the Plan assets for the purposes set forth herein.
ARTICLE
IV
ADMINISTRATION
OF THE PLAN
4.01 Duties
of the Committee. The Plan shall be administered and
interpreted by the Committee, which shall consist of two or more members
of the
Board, each of whom shall be a Non-Employee Director, as defined in Rule
16b-3(b)(3)(i) of the Exchange Act. In addition, each member of the
Committee shall be an (i) “outside director” within the meaning of Section
162(m) of the Code and the regulations thereunder at such times as is required
under such regulations and (ii) an “independent director” as such term is
defined in Rule 4200(a)(15) of the Marketplace Rules of the Nasdaq Stock
Market. The Committee shall have all of the powers allocated to it in
this and other Sections of the Plan. The interpretation and
construction by the Committee of any provisions of the Plan or of any Plan
Share
Award granted hereunder shall be final and binding in the absence of action
by
the Board. The Committee shall act by vote or written consent of a
majority of its members. Subject to the express provisions and
limitations of the Plan, the Committee may adopt such rules, regulations
and
procedures as it deems appropriate for the conduct of its
affairs. The Committee shall report its actions and decisions with
respect to the Plan to the Board at appropriate times, but in no event less
than
once per calendar year.
4.02 Role
of the Board. The members of the Committee and the Trustee
shall be appointed or approved by, and will serve at the pleasure of, the
Board. The Board may in its discretion from time to time remove
members from, or add members to, the Committee, and may remove or replace
the
Trustee, provided that any directors who are selected as members of the
Committee shall be Non-Employee Directors.
4.03 Revocation
for Misconduct. Notwithstanding anything to the contrary
herein, the Board or the Committee may by resolution immediately revoke,
rescind
and terminate any Plan Share Award, or portion thereof, to the extent not
yet
vested, previously granted or awarded under this Plan to an Employee who
is
discharged from the employ of the Corporation or a Subsidiary Company for
cause,
which, for purposes hereof, shall mean termination because of the Employee’s
personal dishonesty, incompetence, willful misconduct, breach of fiduciary
duty
involving personal profit, intentional failure to perform stated duties,
willful
violation of any law, rule, or regulation (other than traffic violations
or
similar offenses) or final cease-and-desist order. Unvested Plan
Share Awards to a Non-Employee Director who is removed for cause pursuant
to the
Corporation’s Articles of Incorporation or Bylaws or the Bank’s Articles of
Incorporation and Bylaws or the constituent documents of such other Subsidiary
Company on whose board he or she serves shall terminate as of the effective
date
of such removal.
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4.04 Limitation
on Liability. No member of the Board or the Committee shall
be liable for any determination made in good faith with respect to the Plan
or
any Plan Shares or Plan Share Awards granted under it. If a member of
the Board or the Committee is a party or is threatened to be made a party
to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of anything done or
not
done by him in such capacity under or with respect to the Plan, the Corporation
shall, subject to the requirements of applicable laws and regulations, indemnify
such member against all liabilities and expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he or she acted
in
good faith and in a manner he reasonably believed to be in the best interests
of the Corporation and any Subsidiary Companies and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
or her
conduct was unlawful.
4.05 Compliance
with Laws and Regulations. All Awards granted hereunder
shall be subject to all applicable federal and state laws, rules and regulations
and to such approvals by any government or regulatory agency or shareholders
as
may be required. The Corporation shall not be required to issue
or deliver any certificates for shares of Common Stock prior to the completion
of any registration or qualification of or obtaining of consents or approvals
with respect to such shares under any federal or state law or any rule or
regulation of any government body, which the Corporation shall, in its sole
discretion, determine to be necessary or advisable.
4.06 Restrictions
on Transfer. The Corporation may place a legend upon any
certificate representing shares issued pursuant to a Plan Share Award noting
that such shares may be restricted by applicable laws and
regulations.
4.07 No
Deferral of Compensation Under Section 409A of the Code. All
Awards granted under the Plan are designed to not constitute a deferral of
compensation for purposes of Section 409A of the Code. No Recipient
shall be permitted to defer the recognition of income beyond the date an
Award
shall be deemed earned pursuant to Article VII of this Plan.
ARTICLE
V
CONTRIBUTIONS
5.01 Amount
and Timing of Contributions. The Board shall determine the
amount (or the method of computing the amount) and timing of any contributions
by the Corporation and any Subsidiary Companies to the Trust established
under
this Plan. Such amounts may be paid in cash or in shares of Common
Stock and shall be paid to the Trust at the designated time of
contribution. No contributions by Employees or Non-Employee Directors
shall be permitted.
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5.02 Investment
of Trust Assets; Number of Plan Shares. Subject to Section
8.02 hereof, the Trustee shall invest all of the Trust’s assets primarily in
Common Stock. The aggregate number of Plan Shares available for
distribution pursuant to this Plan shall be 285,660 shares of Common Stock,
subject to adjustment as provided in Section 9.01 hereof, which shares shall
be
purchased (from the Corporation and/or, if permitted by applicable regulations,
from shareholders thereof) by the Trust with funds contributed by the
Corporation. During the time this Plan remains in effect, Awards to
each Employee and each Non-Employee Director shall not exceed 25% and 5%
of the
shares of Common Stock initially available under the Plan,
respectively. Plan Share Awards to Non-Employee Directors in the
aggregate shall not exceed 30% of the number of shares initially available
under
this Plan.
ARTICLE
VI
ELIGIBILITY;
ALLOCATIONS
6.01 Awards. Plan
Share Awards and Performance Share Awards may be made to such Employees and
Non-Employee Directors as may be selected by the Board or the
Committee. In selecting those Employees to whom Plan Share Awards
and/or Performance Share Awards may be granted and the number of Shares covered
by such Awards, the Board or the Committee shall consider the duties,
responsibilities and performance of each respective Employee and Non-Employee
Director, his or her present and potential contributions to the growth and
success of the Corporation, his or her salary or other compensation and such
other factors as deemed relevant to accomplishing the purposes of the
Plan. The Board or the Committee may but shall not be required to
request the written recommendation of the Chief Executive Officer of the
Corporation other than with respect to Plan Share Awards and/or Performance
Share Awards to be granted to him or her.
6.02 Form
of Allocation. As promptly as practicable after an
allocation pursuant to Section 6.01 that a Plan Share Award or a Performance
Share Award is to be issued, the Board or the Committee shall notify the
Recipient in writing of the grant of the Award, the number of Plan Shares
covered by the Award, and the terms upon which the Plan Shares subject to
the
Award shall be distributed to the Recipient. The Board or the
Committee shall maintain records as to all grants of Plan Share
Awards or Performance Share Awards under the Plan.
6.03 Allocations
Not Required to any Specific Employee or Non-Employee
Director. No Employee or Non-Employee Director shall have
any right or entitlement to receive a Plan Share Award hereunder, with such
Awards being at the total discretion of the Board or the Committee.
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ARTICLE
VII
EARNING
AND DISTRIBUTION OF PLAN SHARES; VOTING RIGHTS
7.01 Earning
Plan Shares; Forfeitures.
(a) General
Rules. Subject to the terms hereof, Plan Share Awards shall
be earned by a Recipient at a rate no more rapid than twenty percent (20%)
of
the aggregate number of Shares covered by the Award as of each annual
anniversary of the date of grant of the Award, with such vesting rate to
be
determined by the Committee. If the employment of an Employee or
service as a Non-Employee Director (including for purposes hereof service
as an
Advisory Director) is terminated before the Plan Share Award has been completely
earned for any reason (except as specifically provided in subsection (b)
below),
the Recipient shall forfeit the right to any Shares subject to the Award
which
have not theretofore been earned. In the event of a forfeiture of the
right to any Shares subject to an Award, such forfeited Shares shall become
available for allocation pursuant to Section 6.01 hereof as if no Award had
been
previously granted with respect to such Shares. No fractional shares
shall be distributed pursuant to this Plan.
(b) Exception
for Terminations Due to Death, Disability or Change in
Control. Notwithstanding the general rule contained in
Section 7.01(a), all Plan Shares subject to a Plan Share Award held by a
Recipient whose employment with the Corporation or any Subsidiary Company
or
service as a Non-Employee Director (including for purposes hereof service
as an
Advisory Director) terminates due to death or Disability shall be deemed
earned
as of the Recipient’s last day of employment with or service to the Corporation
or any Subsidiary Company (provided, however, no such accelerated vesting
shall
occur if a Recipient remains employed by or continues to serve as a Director
(including for purposes hereof service as an Advisory Director) of at least
one
member of the Employer Group) and shall be distributed as soon as practicable
thereafter. Furthermore, notwithstanding the general rule contained
in Section 7.01(a), all Plan Shares subject to a Plan Share Award held by
a
Recipient shall be deemed earned as of the effective date of a Change in
Control.
7.02 Distribution
of Dividends. Any cash dividends, stock dividends or returns
of capital declared in respect of each unvested Plan Share Award will be
held by
the Trust for the benefit of the Recipient on whose behalf such Plan Share
Award
is then held by the Trust, and such dividends or returns of capital, including
any interest thereon, will be paid out proportionately by the Trust to the
Recipient thereof as soon as practicable after the Plan Share Award becomes
earned.
7.03 Distribution
of Plan Shares.
(a) Timing
of Distributions: General Rule. Subject to the provisions of
Section 7.05 hereof, Plan Shares shall be distributed to the Recipient or
his or
her Beneficiary, as the case may be, as soon as practicable after they have
been
earned.
(b) Form
of Distributions. All Plan Shares, together with any Shares
representing stock dividends, shall be distributed in the form of Common
Stock. One share of Common Stock shall be given for each Plan Share
earned and distributable. Payments representing cash dividends shall
be made in cash.
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(c) Withholding. The
Trustee may withhold from any cash payment or Common Stock distribution made
under this Plan sufficient amounts to cover any applicable withholding and
employment taxes, and if the amount of a cash payment is insufficient, the
Trustee may require the Recipient or Beneficiary to pay to the Trustee the
amount required to be withheld as a condition of delivering the Plan
Shares. The Trustee shall pay over to the Corporation or any
Subsidiary Company which employs or employed such Recipient any such amount
withheld from or paid by the Recipient or Beneficiary.
(d) Restrictions
on Selling of Plan Shares. Plan Share Awards may not be
sold, assigned, pledged or otherwise disposed of prior to the time that they
are
earned and distributed pursuant to the terms of this Plan. Upon
distribution, the Board or the Committee may require the Recipient or his
or her
Beneficiary, as the case may be, to agree not to sell or otherwise dispose
of
his distributed Plan Shares except in accordance with all then applicable
federal and state securities laws, and the Board or the Committee may cause
a
legend to be placed on the stock certificate(s) representing the distributed
Plan Shares in order to restrict the transfer of the distributed Plan Shares
for
such period of time or under such circumstances as the Board or the Committee,
upon the advice of counsel, may deem appropriate.
7.04 Voting
of Plan Shares. All shares of Common Stock held by the Trust
shall be voted by the Trustee in its discretion. Recipients of Plan
Share Awards shall have no voting rights until the Common Stock is earned
and
distributed pursuant to the terms of the Plan Share Award.
7.05 Performance
Awards.
(a) Designation
of Performance Share Awards. The Committee may determine to
make any Plan Share Award a Performance Share Award by making such Plan Share
Award contingent upon the achievement of a Performance Goal or any combination
of Performance Goals. Each Performance Share Award shall be evidenced
by a written agreement (“Performance Award Agreement”), which shall set forth
the Performance Goals applicable to the Performance Share Award, the maximum
amounts payable and such other terms and conditions as are applicable to
the
Performance Share Award. Each Performance Share Award shall be
granted and administered to comply with the requirements of Section 162(m)
of
the Code or any successor thereto.
(b) Timing
of Grants. Any Performance Share Award shall be made not
later than 90 days after the start of the period for which the Performance
Share
Award relates and shall be made prior to the completion of 25% of such
period. All determinations regarding the achievement of any
Performance Goals will be made by the Committee. The Committee may
not increase during a year the amount of a Performance Share Award that would
otherwise be payable upon achievement of the Performance Goals but may reduce
or
eliminate the payments as provided for in the Performance Award
Agreement.
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(c) Restrictions
on Grants. Nothing contained in the Plan will be deemed in
any way to limit or restrict the Committee from making any Award or payment
to
any person under any other plan, arrangement or understanding, whether now
existing or hereafter in effect.
(d) Rights
of Recipients. A Participant who receives a Performance
Share Award payable in Common Stock shall have no rights as a shareholder
until
the Common Stock is issued pursuant to the terms of the Performance Award
Agreement.
(e) Distribution. No
Performance Share Award or portion thereof that is subject to the attainment
or
satisfaction of a condition of a Performance Goal shall be distributed or
considered to be earned or vested until the Committee certifies in writing
that
the conditions or Performance Goal to which the distribution, earning or
vesting
of such Award is subject have been achieved.
7.06 Nontransferable. Plan
Share Awards and Performance Share Awards and rights to Plan Shares shall
not be
transferable by a Recipient, and during the lifetime of the Recipient, Plan
Shares may only be earned by and paid to a Recipient who was notified in
writing
of an Award by the Committee pursuant to Section 6.02 and/or 7.05(a), as
the
case may be. No Recipient or Beneficiary shall have any right in or
claim to any assets of the Plan or Trust, nor shall the Corporation or any
Subsidiary Company be subject to any claim for benefits hereunder.
ARTICLE
VIII
TRUST
8.01 Trust. The
Trustees shall receive, hold, administer, invest and make distributions and
disbursements from the Trust in accordance with the provisions of the Plan
and
Trust and the applicable directions, rules, regulations, procedures and policies
established by the Committee pursuant to the Plan.
8.02 Management
of Trust. It is the intent of this Plan and Trust that the
Trustees shall have complete authority and discretion with respect to the
arrangement, control and investment of the Trust, and that the Trustees shall
invest all assets of the Trust in Common Stock to the fullest extent
practicable, except to the extent that the Trustees determine that the holding
of monies in cash or cash equivalents is appropriate to meet the obligations
of
the Trust. In performing their duties, the Trustees shall have the
power to do all things and execute such instruments as may be deemed necessary
or proper, including the following powers:
(a) To
invest up to one hundred percent (100%) of all Trust assets in Common Stock
without regard to any law now or hereafter in force limiting investments
for
trustees or other fiduciaries. The investment authorized herein may
constitute the only investment of the Trust, and in making such investment,
the
Trustees are authorized to purchase Common Stock from the Corporation or
from
any other source, and such Common Stock so purchased may be outstanding,
newly
issued, or treasury shares.
(b) To
invest any Trust assets not otherwise invested in accordance with (a) above,
in
such deposit accounts, and certificates of deposit, obligations of the United
States Government or its agencies or such other investments as shall be
considered the equivalent of cash.
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(c) To
cause stocks, bonds or other securities to be registered in the name of a
nominee, without the addition of words indicating that such security is an
asset
of the Trust (but accurate records shall be maintained showing that such
security is an asset of the Trust).
(d) To
hold cash without interest in such amounts as may in the opinion of the Trustees
be reasonable for the proper operation of the Plan and Trust.
(e) To
employ brokers, agents, custodians, consultants and accountants.
(f) To
hire counsel to render advice with respect to their rights, duties and
obligations hereunder, and such other legal services or representation as
they
may deem desirable.
(g) To
hold funds and securities representing the amounts to be distributed to a
Recipient or his Beneficiary as a consequence of a dispute as to the disposition
thereof, whether in a segregated account or held in common with other assets
of
the Trust.
Notwithstanding
anything herein
contained to the contrary, the Trustees shall not be required to make any
inventory, appraisal or settlement or report to any court, or to secure any
order of court for the exercise of any power herein contained, or give
bond.
8.03 Records
and Accounts. The Trustees shall maintain accurate and
detailed records and accounts of all transactions of the Trust, which shall
be
available at all reasonable times for inspection by any legally entitled
person
or entity to the extent required by applicable law, or any other person
determined by the Board or the Committee.
8.04 Expenses. All
costs and expenses incurred in the operation and administration of this Plan
shall be borne by the Corporation or, in the discretion of the Corporation,
the
Trust.
8.05 Indemnification. Subject
to the requirements of applicable laws and regulations, the Corporation shall
indemnify, defend and hold the Trustees harmless against all claims, expenses
and liabilities arising out of or related to the exercise of the Trustees’
powers and the discharge of their duties hereunder, unless the same shall
be due
to their gross negligence or willful misconduct.
ARTICLE
IX
MISCELLANEOUS
9.01 Adjustments
for Capital Changes. The aggregate number of Plan Shares
available for distribution pursuant to the Plan Share Awards and the number
of
Shares to which any unvested Plan Share Award relates shall be proportionately
adjusted for any increase or decrease in the total number of outstanding
shares
of Common Stock issued subsequent to the Effective Date of the Plan resulting
from any split, subdivision or consolidation of shares or other capital
adjustment, the payment of a stock dividend or other increase or decrease
in
such shares effected without receipt or payment of consideration by the
Corporation. If, upon a merger, consolidation, reorganization,
liquidation, recapitalization or the like of the Corporation or of another
corporation, the shares of the Corporation’s Common Stock shall be exchanged for
other securities of the Corporation or of another corporation, each Recipient
of
a Plan Share Award shall be entitled, subject to the conditions herein stated,
to receive such number of shares of Common Stock or amount of other securities
of the Corporation or such other corporation as were exchangeable for the
number
of shares of Common Stock of the Corporation which such Recipients would
have
been entitled to receive except for such action.
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9.02 Amendment
and Termination of Plan. The Board may, by resolution, at
any time amend or terminate the Plan, subject to any required shareholder
approval or any shareholder approval which the Board may deem to be advisable
for any reason, such as for the purpose of obtaining or retaining any statutory
or regulatory benefits under tax, securities or other laws or satisfying
any
applicable stock exchange listing requirements. The Board may not,
without the consent of the Recipient, alter or impair his or her Plan Share
Award except as specifically authorized herein. Notwithstanding any
other provision of the Plan, this Plan may not be terminated until such time
as
all Plan Shares held by the Trust have been awarded to Plan Recipients and
shall
be deemed to be earned prior to the time of termination.
9.03 Employment
or Service Rights. Neither the Plan nor any grant of a Plan
Share Award, Performance Share Award or Plan Shares hereunder nor any action
taken by the Trustee, the Committee or the Board in connection with the Plan
shall create any right on the part of any Employee or Non-Employee Director
to
continue in such capacity.
9.04 Voting
and Dividend Rights. No Recipient shall have any voting or
dividend rights or other rights of a shareholder in respect of any Plan Shares
covered by a Plan Share Award or Performance Share Award, except as expressly
provided in Sections 7.02, 7.04 and 7.05 above, prior to the time said Plan
Shares are actually earned and distributed to him.
9.05 Governing
Law. To the extent not governed by federal law, the Plan and
Trust shall be governed by the laws of the Commonwealth of
Pennsylvania.
9.06 Effective
Date. This Plan as originally adopted shall be effective as
of the Effective Date, and Awards may be granted hereunder no earlier than
the
date this Plan was approved by the shareholders of the Corporation and prior
to
the termination of the Plan. The Plan as originally adopted was
approved by a majority of the total votes eligible to be cast by the
Corporation’s shareholders and a majority of the total votes eligible to be cast
by the Corporation’s shareholders other than the MHC.
9.07 Term
of Plan. This Plan shall remain in effect until the earlier
of (i) ten (10) years from the Effective Date, (ii) termination by the Board,
or
(iii) the distribution to Recipients and Beneficiaries of all the assets of the
Trust.
9.08 Tax
Status of Trust. It is intended that the trust established
hereby be treated as a Grantor Trust of the Corporation under the provisions
of
Section 671 et seq. of the Code, as the same may be amended from time to
time.
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IN
WITNESS WHEREOF,
the Corporation has caused this amended and restated Agreement to
be
executed by its duly authorized officers and the Trustees of the Trust
established pursuant hereto have duly and validly executed this Agreement,
all
on this 28th day of November 2007.
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ABINGTON
BANCORP, INC.
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TRUSTEES:
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By:
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President
and Chief Executive Officer
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12