EXHIBIT 10.17




 




ABINGTON BANCORP, INC.




 




FORMER DIRECTOR ADVISORY BOARD SERVICE PLAN




 




It is the purpose of this

Plan to encourage Directors who have made significant contributions to Abington

Bancorp, Inc. (the “Holding Company”) and to Abington Savings Bank (the “Bank”)

to consider voluntarily transitioning off the Boards of Directors in order to

provide opportunities for increased diversity on the Boards and generally to

permit others to serve on the Boards, while at the same time preserving for the

benefit of the Holding Company and the Bank the benefit of the knowledge,

business judgment and business contacts that the former Directors can continue

to provide to each of the Bank and the Holding Company.




 




Part 1.    DEFINITIONS




 




The following terms are used

in this Plan with the meanings set forth below:




 




1.1. Advisory Board Service Period shall mean

the period of time during which the Director remains an active member of the

Former Director Advisory Board (as provided in Section 3.2) and shall terminate

on the earliest to occur of (a) the date on which the Director shall have

received Plan Compensation under this Plan for an aggregate of eight (8) years,

if the Director is receiving Plan Compensation pursuant to Section 2.2 (or four

(4) years, if the Director is receiving Plan Compensation pursuant to Section

2.3); (b) the date on which the Director ceases to serve as an active member of

the Former Director Advisory Board (as provided in Section 3.2); (c) any date

on which the Director ceases to be in compliance with the provisions of Section

3.3 or Section 3.4; and (d) as provided in Section 2.6.




 




1.2. Annual Plan Compensation shall be

calculated as follows:




 




(a) Except as provided in

Section 1.2(b), if the Director terminates his or her service as a Director after

attaining the age of seventy (70), the Annual Plan Compensation shall be an

amount equal to the Director’s Fee Income for the calendar year prior to the

Director’s attaining the age of seventy (70);




 




(b) If (x) the Director

terminates service as a Director prior to age seventy (70) or (y) if a

Grandfathered Director terminates service as a Director before December 30,

2003, the Annual Plan Compensation shall be an amount equal to the Director’s

Fee Income for the calendar year prior to the calendar year in which the

Director’s Termination of Service as a Director occurred.




 




1.3. Bank shall mean Abington Savings Bank, a

savings bank in stock form organized and existing under the laws of The

Commonwealth of Massachusetts.




 




1.4. Change in Control.  A “Change in Control” shall be deemed to

have occurred in any of the following events:




 





























 




(a) if there has occurred a

change in control which the Holding Company would be required to report in

response to Item 1 of Form 8-K promulgated under the Securities Exchange Act of

1934, as amended (the “1934 Act”), or, if such Form 8-K is no longer in effect

in its present form, any form or regulation promulgated by the Securities and

Exchange Commission pursuant to the 1934 Act which is intended to serve similar

purposes; or




 




(b) when any “person” (as

such term is used in Sections 13(d) and 14(d)(2) of the 1934 Act) becomes a

“beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the

1934 Act), directly or indirectly, of securities of the Holding Company or the

Bank representing twenty-five percent (25%) or more of the total number of

votes that may be cast for the election of Directors of the Holding Company or

the Bank; or




 




(c) if during any period of

two consecutive years (not including any period prior to the adoption of this

Plan), individuals who are Continuing Directors (as herein defined) cease for

any reason to constitute at least a majority of the Board of Directors of the

Holding Company.  For this purpose, a

“Continuing Director” shall mean (i) an individual who was a Director of the

Holding Company at the beginning of such period or (ii) any new Director (other

than a director designated by a person who has entered into any agreement with

the Holding Company to effect a transaction described in Section 1.4(a) or

Section 1.4(b) whose election by the Board or nomination for election by the

Holding Company’s stockholders was approved by a vote of at least two-thirds

(2/3) of the Directors then still in office who either were Directors at the beginning

of such period or whose election or nomination for election was previously so

approved; or




 




(d) the stockholders of the

Holding Company approve a merger or consolidation of the Holding Company with

any other bank or corporation, other than (i) a merger or consolidation which

would result in the voting securities of the Holding Company outstanding

immediately prior thereto continuing to represent (either by remaining

outstanding or by being converted into voting securities of the surviving

entity) more than fifty-five percent (55%) of the combined voting power of the

voting securities of the Holding Company or such surviving entity outstanding

immediately after such merger or consolidation, or (ii) a merger or

consolidation effected to implement a recapitalization of the Holding Company

(or similar transaction) in which no “person” (as defined above in Section

1.4(b)) acquires more than thirty percent (30%) of the combined voting power of

the Holding Company’s then outstanding securities; or




 




(e) the stockholders of the

Holding Company approve a plan of complete liquidation of the Holding Company

or an agreement for the sale or disposition by the Holding Company of all or

substantially all of its assets.




 




1.5. Effective Date of the Plan shall mean November

1, 2002.




 




1.6. Fee Income shall mean the average

per-person compensation paid to (or deferred for) all Directors in a calendar

year for fulfilling their duties as a Director.  Fee Income does not include amounts paid in reimbursement of expenses

or the value of any benefits provided to Directors.




 




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1.7. Grandfathered Director shall mean a

Director who was serving as a Director as of the Effective Date and who was

over seventy (70) years of age as of the Effective Date.




 




1.8. Holding Company shall mean Abington

Bancorp, Inc., a bank holding company organized and existing under the laws of

The Commonwealth of Massachusetts.  The

Holding Company is the parent company of the Bank.




 




1.9. Payment Commencement Date shall mean the

January 1 next following a Director’s Plan Eligibility Date (except as may be

otherwise determined pursuant to Section 2.4).




 




1.10. Plan shall mean the terms, conditions and

benefits provided by this document and any amendment or restatement of this

document.




 




1.11. Plan Compensation shall mean the benefit to

which a Director would be entitled under Section 2.2 or Section 2.3 of this

Plan.




 




1.12. Plan Eligibility Date shall mean the later

to occur of (a) the date on which the Director has accumulated fifteen (15)

Years of Service as a Director and (b) the date on which the Director ceases to

serve as a Director.




 




1.13. Specially-Defined Cause shall mean the

Director’s deliberate dishonesty with respect to the Bank, the Holding Company

or any subsidiary or affiliate thereof, or conviction of a crime related to

banking activity.




 




1.14. Termination of Service as a Director shall

mean termination of services as a Director for any reason other than death,

disability or Specially-Defined Cause.




 




1.15. Years of Service shall mean the number of

years a Director has served as a Director of the Bank or the Holding Company

(or of both), whether before or after the Effective Date of the Plan.  A person who is serving as a Director shall

not receive additional service credit by reason of his or her serving

simultaneously as a Director of both the Bank and the Holding Company.  No credit shall be awarded for service as a

director of an entity acquired by the Bank or the Holding Company.




 




Part 2.                           ELIGIBILITY AND BENEFITS




 




2.1. Eligibility.  Any person who is a Director as of the Effective Date of the Plan

shall be eligible to participate in the Plan immediately.  Any person elected as a Director subsequent

to the Effective Date of the Plan shall be eligible to participate in the Plan

as of the first day of the calendar month next following the date of his or her

election as a Director.  No Director

shall be eligible to receive any benefits under this Plan until the Director

shall have signed a form of Acceptance of Plan Terms as provided in Section

4.4.  A person who is compensated as an

employee of the Bank or the Holding Company shall not, for such period of time

as he or she receives such compensation, be considered to be a “Director”

hereunder and shall not earn or receive any benefits under this Plan.




 




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2.2. Full Plan Compensation.  Upon Termination of Service as a Director, a

Director who has completed twenty (20) Years of Service as of the date of Termination

of Service as a Director (and has not been terminated for Specially-Defined

Cause) shall be entitled to receive an amount equal to the Annual Plan

Compensation, payable annually during the Advisory Board Service Period.  As provided in each of Sections 1.1 and 3.2,

payment of the Annual Plan Compensation is explicitly conditioned upon

continued active participation by the Director in the Former Director Advisory

Board.  Subject to the provisions of

Section 2.4, payment of this benefit shall commence on the then-applicable

Payment Commencement Date.




 




2.3. Plan Compensation — Less Than Twenty (20) Years of

Service.  Upon Termination of

Service as a Director, a Director who has completed at least fifteen (15) but

less than twenty (20) Years of Service as of the date of Termination of Service

as a Director (and has not been terminated for Specially-Defined Cause) shall

receive an amount equal to the Annual Plan Compensation, payable annually

during the Advisory Board Service Period. 

As provided in each of Sections 1.1 and 3.2, payment of the Annual Plan

Compensation is explicitly conditioned upon continued active participation by

the Director in the Former Director Advisory Board.  Subject to the provisions of Section 2.4, payment of this benefit

shall commence on the then-applicable Payment Commencement Date.




 




2.4. Limitation on Number of Persons Commencing to Receive

Plan Compensation in any Calendar Year.  This Plan is not intended to permit more than two Directors to

commence receiving Plan Compensation in any calendar year.  In the event that more than two Directors

become eligible to receive Plan Compensation on any Payment Commencement Date,

payment shall be made to the two Directors with the greatest number of Years of

Service.  A Director whose Plan

Compensation is deferred pursuant to the provisions of this Section 2.4 shall

become eligible to commence receiving his or her Plan Compensation on the

January 1 next following the original Payment Commencement Date, subject to the

same rules of priority based upon Years of Service in the event that on such

subsequent Payment Commencement Date more than two Directors would be eligible

to commence receiving Plan Compensation.




 




2.5. No Plan Compensation with Less than 15 Years of

Service.  Notwithstanding any

other provision hereof, a Director who has not completed fifteen (15) Years of

Service as of the date of Termination of Service as a Director shall not

receive any Plan Compensation under this Plan.




 




2.6. Termination of Plan and Benefits.




 




(a) Termination of Plan Compensation at Age 78.  Notwithstanding any other

provision hereof, all payments of the Plan Compensation shall terminate

immediately when the Director attains the age of seventy-eight (78).  However, Grandfathered Directors who retire

not later than December 30, 2003 shall be exempt from this Section (a).




 




(b) Termination of Plan Compensation Upon Death.  Notwithstanding any other

provision hereof, all payments of the Plan Compensation shall terminate

immediately upon the death of the Director.




 




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(c) Termination of Plan Compensation Upon Failure to

Continue to Serve as Active Participant in Former Director Advisory Board.  Notwithstanding any other

provision hereof, all payments of the Plan Compensation shall terminate

immediately upon the failure of the Director to be an active participant in the

Former Director Advisory Board, as provided in each of Sections 1.1 and 3.2.




 




(d) Termination for Specially-Defined Cause.  Notwithstanding any other provision hereof,

in the event a Director’s service as a Director is terminated for

Specially-Defined Cause, the Director shall not be entitled to become a member

of the Former Director Advisory board or earn any Plan Compensation under this

Plan.




 




(e) Termination of Plan and Plan Compensation Upon Change

in Control.  Notwithstanding

any other provision hereof, from and after the occurrence of a Change in

Control, this Plan and all payments of the Plan Compensation shall terminate

immediately.




 




2.7. Non-Transferability of Plan Compensation.  The payment or right to payment

of any Plan Compensation (and any interest therein) is a personal benefit to

the Director and cannot be sold, assigned, pledged or otherwise transferred to

a third party at any time or under any circumstances.  Notwithstanding any other provision hereof, in the event a

Director attempts to sell, assign, pledge or otherwise transfer his or her Plan

Compensation under the Plan (and any interest therein), such Plan Compensation

shall terminate immediately.




 




2.8. Increase in Number of Plan Compensation to Commence in

any Calendar Year.  If at any

time more than two Directors would be scheduled to receive Plan Compensation on

any Payment Commencement Date, a Director whose Plan Compensation was scheduled

to be deferred pursuant to the provisions of Section 2.4 may request that the

Board of Directors of the Holding Company increase the number of Directors

permitted to commence receiving Plan Compensation in any calendar year to

permit commencement of payment of his or her Plan Compensation on the Payment

Commencement Date.  If the Board of

Directors of the Holding Company, acting by the unanimous affirmative vote of

all Continuing Directors then in office, approves such a request, the payment

of the Plan Compensation shall commence on the Payment Commencement Date.  The Board of Directors shall have no

obligation to approve any such request.




 




Part 3.                           FORMER DIRECTOR ADVISORY BOARD




 




3.1. Creation of Former Director Advisory Board.  The Bank and the Holding Company have

established a Former Director Advisory Board. 

The purpose of the Former Director Advisory Board shall be to provide a

forum for former Directors and others to give feedback to the Bank and the

Holding Company as to market conditions, marketing opportunities, community

input and business judgment.




 




3.2. Participation in Former Director Advisory Board

Activities.  Former Directors

will be required to perform the following duties:




 




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•                  Assist the SVP/Business

Banking in the development of new business by making joint calls with loan

officers at least one day per month and by providing customer referrals

regularly;




 




•                  Assist the CEO and Senior

Management by providing support and local community feedback  at least quarterly;




 




•                  Assist the CEO and Senior

Management by participating in quarterly customer focus group meetings with key

customers and prospects; and




 




•                  Assist the CEO as needed to

provide advice, counsel and support regarding governance matters, new Board

member prospects and other issues as they arise.




 




3.3. Non-Competition.  During the Advisory Board Service Period, no Director shall

compete with the Bank or the Holding Company. 

The Director will not, directly or indirectly, (i) become a director,

officer, employee, principal, agent, consultant or independent contractor of

any insured depository institution, trust company or parent holding company of

any such institution or company which has an office in Massachusetts (a “Competing

Business”), provided, however, that this provision shall not prohibit the

Director from (x) owning bonds, non-voting preferred stock or up to five

percent (5%) of the outstanding common stock of any such entity if such common

stock is publicly traded and (y) being employed outside of Massachusetts as

long as he or she is in compliance with the provisions of clauses (ii) and

(iii) below; (ii) solicit or induce, or cause others to solicit or induce, any

employee of the Holding Company or any of its subsidiaries to leave the

employment of such entities; or (iii) solicit any customer of the Holding

Company or any of its subsidiaries to transact business with any other entity,

whether or not a Competing Business, or to reduce or refrain from doing any

business with the Holding Company or its subsidiaries.




 




3.4. Confidentiality.  Except as required by law or regulation, the Director shall keep

secret and confidential and shall not disclose to any third party (other than

the Holding Company or its subsidiaries) in any fashion or for any purpose

whatsoever any information regarding the Holding Company or any of its

subsidiaries which is not available to the general public to which he or she

has had or will have access at any time during the course of his or her relationship

with the Holding Company or its subsidiaries. 

This restriction shall not apply to information made available to the

public by the Holding Company and information which is already in the public

domain through no breach of this Plan by the Director.




 




Part 4.                           ADDITIONAL PROVISIONS




 




4.1. Plan Amendment or Termination.  This Plan may be amended or terminated by a

two-thirds (2/3) vote of all Directors of the Holding Company.




 




4.2. Applicable Law.  This Plan shall be governed and construed in accordance with the

laws of The Commonwealth of Massachusetts.




 




4.3. Effect on Other Plans and Agreements.  This Plan constitutes the entire agreement

of the parties relating to the subject matter hereof, and shall supersede in

its entirety any and all prior agreements or understandings, whether written or

oral, between or among the parties relating to the subject matter hereof,

including without limitation the Board of Directors Transition and Retirement

Plan dated June 22, 2000.  No party has

relied upon any representation or promise except those set forth herein.




 




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4.4. Acceptance of Terms of Plan.  To become eligible for the benefits to be

provided under this Plan, a Director must have signed a form of Acceptance of

Plan Terms in substantially the form set forth at the end hereof.




 




IN WITNESS THEREOF, the

Holding Company has caused this Plan to be executed by its duly authorized

officer effective as of the day and year first written (the Effective Date).




 




	

   


  	

  ABINGTON BANCORP, INC.


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

  President and Chief Executive Officer


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  Date:


  	

   


  
				





 




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Acceptance of Plan Terms




 




The undersigned hereby

accepts and agrees to the terms and conditions of the foregoing Former Director

Advisory Board Service Plan.




 




	

   


  	

   


  
	

  Print Name:


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  Date:


  	

   


  	

   


  
			





 




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