Exhibit 10.1


    
      

    

    EXHIBIT
      10.1

    


    ABINGTON
      BANK

    EMPLOYMENT
      AGREEMENT

     

    This
      EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into as of the
      8th
      day of
      August 2007, between Abington Savings Bank, a Pennsylvania chartered, stock-form
      savings bank doing business as “Abington Bank” (the “Bank” or the “Employer”),
      and Eric L. Golden (the “Executive”).

     

    WITNESSETH

    


    WHEREAS,
      the Executive is presently an officer of the Bank;

    


    WHEREAS,
      the Bank desires to be ensured of the Executive’s continued participation in the
      business of the Bank; and

    


    WHEREAS,
      in order to induce the Executive to remain in the employ of the Bank and in
      consideration of the Executive agreeing to remain in the employ of the Bank,
      the
      parties desire to specify the severance benefits which shall be due the
      Executive in the event that his employment with the Bank is terminated under
      specified circumstances;

    


    NOW
      THEREFORE, in consideration of the premises and mutual agreements herein
      contained, the Bank and the Executive hereby agree as follows:

    


    1.    Definitions.
      The
      following words and terms shall have the meanings set forth below for the
      purposes of this Agreement:

    


    (a)    Base
      Salary.“Base
      Salary” shall have the meaning set forth in Section 3(a) hereof.

    


    (b)    Cause.
      Termination by the Employer of the Executive’s employment for “Cause” shall mean
      termination because of 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,
      willful conduct which is materially detrimental (monetarily or otherwise) to
      the
      Employer or material breach of any provision of this Agreement.

    


    (c)    Change
      in Control.“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.

    


    (d)    Code.“Code”
      shall mean the Internal Revenue Code of 1986, as amended.

    


    (e)    Corporation.“Corporation”
      shall mean Abington Bancorp, Inc., a Pennsylvania corporation, or any successor
      thereto.

    


    (f)    Date
      of Termination.“Date
      of
      Termination” shall mean (i) if the Executive’s employment is terminated for
      Cause, the date on which the Notice of Termination is given, and (ii) if the
      Executive’s employment is terminated for any other reason, the date specified in
      such Notice of Termination.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    (g)    Disability. “Disability”
      shall mean the Executive (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
      Employer.

     

    (h)    Good
      Reason.
      Termination by the Executive of the Executive’s employment for “Good Reason”
shall mean termination by the Executive based on the occurrence of any of the
      following events:

    


    
      	 	
              (i)

            	
              any
                material breach of this Agreement by the Employer, including without
                limitation any of the following: (A) a material diminution in the
                Executive’s base compensation, (B) a material diminution in the
                Executive’s authority, duties or responsibilities, or (C) a material
                diminution in the authority, duties or responsibilities of the officer
                to
                whom the Executive is required to report, or

            
	 	 	 
	 	
              (ii)

            	
              any
                material change in the geographic location at which the Executive
                must
                perform his services under this
                Agreement;

            


    

    


    provided,
      however, that prior to any termination of employment for Good Reason, the
      Executive must first provide written notice to the Employer within ninety (90)
      days of the initial existence of the condition, describing the existence of
      such
      condition, and the Employer shall thereafter have the right to remedy the
      condition within thirty (30) days of the date the Employer received the written
      notice from the Executive. If the Employer remedies the condition within such
      thirty (30) day cure period, then no Good Reason shall be deemed to exist with
      respect to such condition. If the Employer does not remedy the condition within
      such thirty (30) day cure period, then the Executive may deliver a Notice of
      Termination for Good Reason at any time within sixty (60) days following the
      expiration of such cure period. 

    


    (i)    IRS.“IRS”
      shall mean the Internal Revenue Service.

    


    (j)    Notice
      of Termination.
      Any
      purported termination of the Executive’s employment by the Employer for any
      reason, including without limitation for Cause, Disability or Retirement, or
      by
      the Executive for any reason, including without limitation for Good Reason,
      shall be communicated by written “Notice of Termination” to the other party
      hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a
      dated notice which (i) indicates the specific termination provision in this
      Agreement relied upon, (ii) sets forth in reasonable detail the facts and
      circumstances claimed to provide a basis for termination of the Executive’s
      employment under the provision so indicated, (iii) specifies a Date of
      Termination, which shall be not less than fifteen (15) nor more than ninety
      (90)
      days after such Notice of Termination is given, except in the case of the
      Employer’s termination of the Executive’s employment for Cause, which shall be
      effective immediately; and (iv) is given in the manner specified in Section
      10
      hereof.

    


    (k)    Retirement.“Retirement”
      shall mean voluntary termination by the Executive in accordance with the
      Employer’s retirement policies, including early retirement, generally applicable
      to the Employer’s salaried employees.

    


    2.    Term
      of Employment.

    


    (a)    The
      Employer hereby employs the Executive as Vice President and Controller, and
      the
      Executive hereby accepts said employment and agrees to render such services
      to
      the Employer on the terms and conditions set forth in this Agreement. Subject
      to
      the terms hereof, this Agreement shall terminate three (3) years after the
      date
      first above written. Beginning on the day which is one year subsequent to the
      date first above written, and on each annual anniversary thereafter, the term
      of
      this Agreement shall be extended for a period of one additional year provided
      that the Employer has not given notice to the Executive in writing at least
      30
      days prior to such day that the term of this Agreement shall not be extended
      further and/or the Executive has not given notice to the Employer of his
      election not to extend the term at least thirty (30) days prior to any such
      anniversary date. If any party gives timely notice that the term will not be
      extended as of any such annual anniversary date, then this Agreement shall
      terminate at the conclusion of its remaining term. References herein to the
      term
      of this Agreement shall refer both to the initial term and successive
      terms.

     

    
      
        
        

      

      
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    (b)    During
      the term of this Agreement, the Executive shall perform such executive services
      for the Employer as is consistent with his title of Vice President and
      Controller and from time to time assigned to him by the Employer’s Board of
      Directors.

    


    3.    Compensation
      and Benefits.

    


    (a)    The
      Employer shall compensate and pay the Executive for his services during the
      term
      of this Agreement at a minimum base salary of $82,500 per year (“Base Salary”),
      which may be increased from time to time in such amounts as may be determined
      by
      the Board of Directors of the Employer and may not be decreased without the
      Executive’s express written consent. In addition to his Base Salary, the
      Executive shall be entitled to receive during the term of this Agreement such
      bonus payments as may be determined by the Board of Directors of the
      Employer.

    


    (b)    During
      the term of this Agreement, the Executive shall be entitled to participate
      in
      and receive the benefits of any pension or other retirement benefit plan, profit
      sharing, stock option, employee stock ownership, or other plans, benefits and
      privileges given to employees and executives of the Employer, to the extent
      commensurate with his then duties and responsibilities, as fixed by the Board
      of
      Directors of the Employer. The Employer shall not make any changes in such
      plans, benefits or privileges which would adversely affect the Executive’s
      rights or benefits thereunder, unless such change occurs pursuant to a program
      applicable to all executive officers of the Employer and does not result in
      a
      proportionately greater adverse change in the rights of or benefits to the
      Executive as compared with any other executive officer of the Employer. Nothing
      paid to the Executive under any plan or arrangement presently in effect or
      made
      available in the future shall be deemed to be in lieu of the salary payable
      to
      the Executive pursuant to Section 3(a) hereof.

    


    (c)    During
      the term of this Agreement, the Executive shall be entitled to paid annual
      vacation in accordance with the policies as established from time to time by
      the
      Board of Directors of the Employer. The Executive shall not be entitled to
      receive any additional compensation from the Employer for failure to take a
      vacation, nor shall the Executive be able to accumulate unused vacation time
      from one year to the next, except to the extent authorized by the Board of
      Directors of the Employer.

    


    4.    Expenses.
      The
      Employer shall reimburse the Executive or otherwise provide for or pay for
      all
      reasonable expenses incurred by the Executive in furtherance of or in connection
      with the business of the Employer, including, but not by way of limitation,
      automobile and traveling expenses, subject to such reasonable documentation
      and
      other limitations as may be established by the Board of Directors of the
      Employer. If such expenses are paid in the first instance by the Executive,
      the
      Employer shall reimburse the Executive therefor.

    


    5.    Termination.

    


    (a)    General.
      The
      Employer shall have the right, at any time upon prior Notice of Termination,
      to
      terminate the Executive’s employment hereunder for any reason, including without
      limitation termination for Cause, Disability or Retirement, and the Executive
      shall have the right, upon prior Notice of Termination, to terminate his
      employment hereunder for any reason.

    


    (b)    Termination
      for Cause or Voluntary Resignation.
      In the
      event that the (i) the Executive’s employment is terminated by the Employer for
      Cause, or (ii) the Executive terminates his employment hereunder other than
      for Good Reason, the Executive shall have no right pursuant to this Agreement
      to
      compensation or other benefits for any period after the applicable Date of
      Termination.

     

    
      
        
        

      

      
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    (c)    Termination
      Due to Disability, Retirement or Death.
      In the
      event that the Executive’s employment is terminated as a result of Disability,
      Retirement or the Executive’s death during the term of this Agreement, the
      Executive shall have no right pursuant to this Agreement to compensation or
      other benefits for any period after the applicable Date of
      Termination.

    


    (d)    Involuntary
      or Good Reason Termination Prior to a Change in Control.
      In the
      event that (i) the Executive’s employment is terminated by the Employer for
      other than Cause, Disability, Retirement or the Executive’s death or (ii) such
      employment is terminated by the Executive for Good Reason, in each case prior
      to
      a Change in Control, then the Employer shall:

    


    (A)    pay
      to
      the Executive in a lump sum as of the Date of Termination, a cash severance
      amount equal to the product of one (1) times the sum of (i) the Executive’s then
      current Base Salary, and (ii) the cash bonus paid to the Executive by the
      Employer for the calendar year preceding the Date of Termination;
      and

    


    (B)    maintain
      and provide for a period ending at the earlier of (i) twelve (12) months
      subsequent to the Date of Termination or (ii) the date of the Executive’s
      full-time employment by another employer (provided that the Executive is
      entitled under the terms of such employment to benefits substantially similar
      to
      those described in this subparagraph (B)), with the Executive responsible for
      paying the same share of any premiums, co-payments or deductibles as if he
      was
      still an employee, the Executive’s continued participation in all group
      insurance, life insurance, health and accident, and disability insurance
      coverage offered by the Employer in which the Executive was participating
      immediately prior to the Date of Termination; provided that any insurance
      premiums payable by the Employer or any successors pursuant to this Section
      5(d)(B) shall be payable at such times and in such amounts as if the Executive
      was still an employee of the Employer, subject to any increases in such amounts
      imposed by the insurance company or COBRA, and the amount of insurance premiums
      required to be paid by the Employer in any taxable year shall not affect the
      amount of insurance premiums required to be paid by the Employer in any other
      taxable year;
      and
      provided further that if the Executive’s participation in any group insurance
      plan is barred, the Employer shall arrange to provide the Executive with
      benefits outstandingly similar to those which the Executive was entitled to
      receive under such group insurance plan at no additional cost to the Executive;
      and

    


    (C)    pay
      to
      the Executive, in a lump sum as of the Date of Termination, a cash amount equal
      to the projected cost to the Employer of providing benefits to the Executive
      for
      a period of twelve (12) months pursuant to any other employee benefit plans,
      programs or arrangements offered by the Employer in which the Executive was
      entitled to participate immediately prior to the Date of Termination (other
      than
      cash bonus plans, retirement plans or stock compensation plans of the Employer
      or the Corporation), with the projected cost to the Employer to be based on
      the
      costs incurred for the calendar year immediately preceding the year in which
      the
      Date of Termination occurs and with any automobile-related costs to exclude
      any
      depreciation on Bank-owned automobiles.

    


    (e)    Involuntary
      or Good Reason Termination Concurrently with or Subsequent to a Change in
      Control.
      In the
      event that
      (i)
      the Executive’s employment is terminated by the Employer for other than Cause,
      Disability, Retirement or the Executive’s death or (ii) such employment is
      terminated by the Executive for Good Reason, in each case either concurrently
      with or subsequent to a Change in Control,
      then the
      Employer shall, subject to the provisions of Section 6 hereof, if
      applicable,

    


    (A)    pay
      to
      the Executive, in a lump sum as of the Date of Termination, a cash severance
      amount equal the product of two (2) times (i) the Executive’s then current Base
      Salary, and (ii) the cash bonus paid to the Executive by the Employer for the
      calendar year preceding the Date of Termination; and

     

    
      
        
        

      

      
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    (B)    maintain
      and provide for a period ending at the earlier of (i) twenty-four (24) months
      subsequent to the Date of Termination or (ii) the date of the Executive’s
      full-time employment by another employer (provided that the Executive is
      entitled under the terms of such employment to benefits substantially similar
      to
      those described in this subparagraph (B)), with
      the
      Executive responsible for paying the same share of any premiums, co-payments
      or
      deductibles as if he was still an employee,
      the
      Executive’s continued participation in all group insurance, life insurance,
      health and accident, and disability insurance
      coverage offered by the Employer in which the Executive was participating
      immediately prior to the Date of Termination; provided that any insurance
      premiums payable by the Employer or any successors pursuant to this Section
      5(d)(B) shall be payable at such times and in such amounts as if the Executive
      was still an employee of the Employer, subject to any increases in such amounts
      imposed by the insurance company or COBRA, and the amount of insurance premiums
      required to be paid by the Employer in any taxable year shall not affect the
      amount of insurance premiums required to be paid by the Employer in any other
      taxable year; and
      provided further that if the Executive’s participation in any group insurance
      plan is barred, the Employer shall arrange to provide the Executive with
      benefits outstandingly similar to those which the Executive was entitled to
      receive under such group insurance plan at no additional cost to the Executive;
      and

    


    (C)    pay
      to
      the Executive, in a lump sum as of the Date of Termination, a cash amount equal
      to the projected cost to the Employer of providing benefits to the Executive
      for
      a period of twenty-four (24) months pursuant to any other employee benefit
      plans, programs or arrangements offered by the Employer in which the Executive
      was entitled to participate immediately prior to the Date of Termination (other
      than cash bonus plans, retirement plans or stock compensation plans of the
      Employer or the Corporation), with the projected cost to the Employer to be
      based on the costs incurred for the calendar year immediately preceding the
      year
      in which the Date of Termination occurs and with any automobile-related costs
      to
      exclude any depreciation on Bank-owned automobiles.

    


    6.    Limitation
      of Benefits under Certain Circumstances.
      If the
      payments and benefits pursuant to Section 5 hereof, either alone or together
      with other payments and benefits which the Executive has the right to receive
      from the Employer, would constitute a “parachute payment” under Section 280G of
      the Code, then the payments and benefits payable by the Employer pursuant to
      Section 5 hereof shall be reduced by the minimum amount necessary to result
      in
      no portion of the payments and benefits under Section 5 being non-deductible
      to
      the Employer pursuant to Section 280G of the Code and subject to the excise
      tax
      imposed under Section 4999 of the Code. If the payments and benefits under
      Section 5 are required to be reduced, the cash severance shall be reduced first,
      followed by a reduction in the fringe benefits. The determination of any
      reduction in the payments and benefits to be made pursuant to Section 5 shall
      be
      based upon the opinion of independent tax counsel selected by the Employer
      and
      paid by the Employer. Such counsel shall promptly prepare the foregoing opinion,
      but in no event later than ten (10) days from the Date of Termination, and
      may
      use such actuaries as such counsel deems necessary or advisable for the purpose.
      Nothing contained herein shall result in a reduction of any payments or benefits
      to which the Executive may be entitled upon termination of employment under
      any
      circumstances other than as specified in this Section 6, or a reduction in
      the
      payments and benefits specified in Section 5 below zero.

    


    7.    Mitigation;
      Exclusivity of Benefits.

    


    (a)    The
      Executive shall not be required to mitigate the amount of any benefits hereunder
      by seeking other employment or otherwise, nor shall the amount of any such
      benefits be reduced by any compensation earned by the Executive as a result
      of
      employment by another employer after the Date of Termination or otherwise,
      except as set forth in Sections 5(d)(B)(ii) and 5(e)(B)(ii) hereof.

    


    (b)    The
      specific arrangements referred to herein are not intended to exclude any other
      benefits which may be available to the Executive upon a termination of
      employment with the Employer pursuant to employee benefit plans of the Employer
      or otherwise.

     

    
      
        
        

      

      
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    8.    Withholding.
      All
      payments required to be made by the Employer hereunder to the Executive shall
      be
      subject to the withholding of such amounts, if any, relating to tax and other
      payroll deductions as the Employer may reasonably determine should be withheld
      pursuant to any applicable law or regulation.

    


    9.    Assignability.
      The
      Employer may assign this Agreement and its rights and obligations hereunder
      in
      whole, but not in part, to any corporation, bank or other entity with or into
      which the Employer may hereafter merge or consolidate or to which the Employer
      may transfer all or substantially all of its assets, if in any such case said
      corporation, bank or other entity shall by operation of law or expressly in
      writing assume all obligations of the Employer hereunder as fully as if it
      had
      been originally made a party hereto, but may not otherwise assign this Agreement
      or its rights and obligations hereunder. The Executive may not assign or
      transfer this Agreement or any rights or obligations hereunder.

    


    10.    Notice.
      For the
      purposes of this Agreement, notices and all other communications provided for
      in
      this Agreement shall be in writing and shall be deemed to have been duly given
      when delivered or mailed by certified or registered mail, return receipt
      requested, postage prepaid, addressed to the respective addresses set forth
      below:

    


    
      	 	
              To
                the Employer:

            	
              Board
                of Directors

            
	 	 	
              Abington
                Savings Bank

            
	 	 	
              180
                Old York Road

            
	 	 	
              Jenkintown,
                Pennsylvania

            
	 	 	 
	 	
              To
                the Executive:

            	
              Eric
                L. Golden 

            
	 	 	
              At
                the address last appearing on the

            
	 	 	
              personnel
                records of the Employer

            


    

     

    11.    Amendment;
      Waiver.
      No
      provisions of this Agreement may be modified, waived or discharged unless such
      waiver, modification or discharge is agreed to in writing and signed by the
      Executive and such officer or officers as may be specifically designated by
      the
      Board of Directors of the Employer to sign on its behalf. No waiver by any
      party
      hereto at any time of any breach by any other party hereto of, or compliance
      with, any condition or provision of this Agreement to be performed by such
      other
      party shall be deemed a waiver of similar or dissimilar provisions or conditions
      at the same or at any prior or subsequent time. In addition, notwithstanding
      anything in this Agreement to the contrary, the Bank may amend in good faith
      any
      terms of this Agreement, including retroactively, in order to comply with
      Section 409A of the Code.

    


    12.    Governing
      Law.
      The
      validity, interpretation, construction and performance of this Agreement shall
      be governed by the laws of the United States where applicable and otherwise
      by
      the substantive laws of the Commonwealth of Pennsylvania.

    


    13.    Validity.
      The
      invalidity or unenforceability of any provision of this Agreement shall not
      affect the validity or enforceability of any other provisions of this Agreement,
      which shall remain in full force and effect.

    


    14.    Nature
      of Obligations.
      Nothing
      contained herein shall create or require the Employer to create a trust of
      any
      kind to fund any benefits which may be payable hereunder, and to the extent
      that
      the Executive acquires a right to receive benefits from the Employer hereunder,
      such right shall be no greater than the right of any unsecured general creditor
      of the Employer.

    


    15.    Headings.
      The
      section headings contained in this Agreement are for reference purposes only
      and
      shall not affect in any way the meaning or interpretation of this
      Agreement.

    


    16.    Changes
      in Statutes or Regulations.
      If any
      statutory or regulation provision referenced herein is subsequently changed
      or
      re-numbered, or is replaced by a separate provision, then the references in
      this
      Agreement to such statutory or regulatory provision shall be deemed to be a
      reference to such section as amended, re-numbered or replaced.

     

    
      
        
        

      

      
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    17.    Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original but all of which together will constitute one and
      the
      same instrument.

    


    18.    Regulatory
      Prohibition.
      Notwithstanding any other provision of this Agreement to the contrary, any
      payments made to the Executive pursuant to this Agreement, or otherwise, are
      subject to and conditioned upon their compliance with Section 18(k) of the
      FDIA
      (12 U.S.C. §1828(k)) and the regulations promulgated thereunder, including 12
      C.F.R. Part 359. In the event of the Executive’s termination of employment with
      the Bank for Cause, all employment relationships and managerial duties with
      the
      Bank shall immediately cease regardless of whether the Executive is in the
      employ of the Corporation following such termination. Furthermore, following
      such termination for Cause, the Executive will not, directly or indirectly,
      influence or participate in the affairs or the operations of the
      Bank.

    


    19.    Payment
      of Costs and Legal Fees and Reinstatement of Benefits.
      In the
      event any dispute or controversy arising under or in connection with the
      Executive’s termination is resolved in favor of the Executive, whether by
      judgment, arbitration or settlement, the Executive shall be entitled to the
      payment of (a) all legal fees incurred by the Executive in resolving such
      dispute or controversy, and (b) any back-pay, including Base Salary, bonuses
      and
      any other cash compensation, fringe benefits and any compensation and benefits
      due to the Executive under this Agreement, within thirty (30) days following
      the
      date such judgment, arbitration or settlement becomes final and
      non-appealable.

    


    20.    Entire
      Agreement.
      This
      Agreement embodies the entire agreement between the Employer and the Executive
      with respect to the matters agreed to herein. All prior agreements between
      the
      Employer and the Executive with respect to the matters agreed to herein are
      hereby superseded and shall have no force or effect.

    


    IN
      WITNESS WHEREOF, this Agreement is effective as of the date first above
      written.

     

     

    
 

    
      	Attest	 	ABINGTON
              SAVINGS BANK	 
	 	 	 	 	 
	 	 	 	 	 
	/s/ Edward W. Gormley	 	By:	/s/ Robert W. White	 
	 	 	 	
              Robert
                W. White

            	 
	 	 	 	
              
              

              President
                and Chief Executive Officer

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	EXECUTIVE	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	
              /s/
                Eric L. Golden

            	 
	 	 	 	
              Eric
                L. Golden

            	 


    

    


            

    


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