Exhibit 10.12


    
      

    

    EXHIBIT
      10.12

    
SPLIT
      DOLLAR INSURANCE AGREEMENT

     

    THIS
      AGREEMENT,
      is made
      and entered into this ____ day of __________________, 

    2005,
      by
      and between Abington Bank, a Pennsylvania banking corporation, located in
      Jenkintown, PA (the “Bank”), and ____________, an employee of Abington Bank,
      residing at __________________________ (hereinafter referred to as the
“Employee”).

     

    INTRODUCTION

     

    WHEREAS,
      Employee is an officer or other highly paid employee of the Bank.

    


    The
      Bank
      is the owner of insurance policy or policies shown on Schedule “1” attached
      hereto and incorporate herein by reference (hereinafter referred to as the
      “Insurance Policy”), with the life insurance company or companies shown on
      Schedule “1” (herein after referred to as the “Insurance Company” or “Insurer”),
      on the life of the Employee.

    


    The
      Bank
      desires to induce Employee to continue to utilize his/her best efforts on behalf
      of the Bank by its payment of premiums due on the Insurance Policy, and share
      with the employee the financial benefit the policy can achieve.

     

    WHEREAS,
      the
      Bank is the owner of the Insurance Policy and wishes to endorse a portion of
      the
      death benefit of the policy to Employee.

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants contained herein, it is agreed between
      the
      parties hereto as follows:

    


    SECTION
      1: OWNERSHIP
      OF INSURANCE:

    


    The
      Bank
      is and shall continue to be owner of the Insurance Policy, the Bank may exercise
      all the rights and ownership with respect to the Insurance Policy, and the
      Bank
      possesses all incidence of ownership with respect to the Insurance Policy,
      except as provided in Section 4 of this Agreement. The Insurance Policy is
      listed on Schedule “1” and Abington Bank may to the extent allowed by law
      substitute and/or change the Insurer so long as Abington Bank fully complies
      with the provisions of this Agreement to provide an Insurance Policy in the
      amount and on the terms of Schedule “1”.

     

    SECTION
      2: PAYMENT
      OF PREMIUMS:

    


    The
      Bank
      shall pay each premium on the Insurance Policy to the Insurer on or before
      the
      due date of such premium or within the grace period allowed by the Insurance
      Policy for the payment of such premium. It is anticipated that the Insurance
      Policy will be a single premium modified endowment contract.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION
      3: RIGHTS
      OF ABINGTON BANK:

    


    Upon
      the
      occurrence of an event described in Section 5 of this Agreement, the Bank shall
      be entitled to receive an amount equal to all death benefits less those
      explicitly provided to the Employee’s beneficiary under Section 4 hereof (the
“Bank’s Policy Interest”). The Bank’s Policy Interest shall be payable as
      provided in Section 5 of this Agreement. The Bank’s Policy Interest shall be
      reduced by any amount borrowed against the Insurance Policy.

    


    SECTION
      4: RIGHT
      OF EMPLOYEE:

    


    4.1 The
      Employee’s designated beneficiary shall receive a portion of the death benefits
      of the Insurance Policy (the “Employee Death Benefit”) and the Employee shall
      have the right to designate and change direct and contingent beneficiaries
      (collectively, the “Beneficiary”). The Beneficiary designation shall be made on
      forms provided by the Bank and in manner acceptable to the Bank, Employee’s
      written designation of Beneficiary shall be conclusive proof of the Employees
      Beneficiary designation and upon Bank’s payment to the designated Beneficiary
      the Bank shall have no further liability to the estate of the Employee or
      Beneficiary.

    


    4.2 In
      the
      case of the Employee’s death before Termination of Employment, the Employee
      shall have the right to designate the beneficiary (ies) of death proceeds in
      the
      amount of the Employee’s annual salary at the time of death multiplied by three
      (to a maximum of $250,000.00), plus an additional $100,000.

    


    4.3 Additionally
      in the case of the Employee’s death after Termination of Employment, and
      provided the Employee shall have attained age 65 before Termination of
      Employment, the Employee shall have the right to designate the beneficiary
      (ies)
      of death proceeds in the amount of $100,000. 

    


    4.4 The
      Bank
      and Employee agree to cooperate and execute any other further documents that
      may
      be required to effectuate this Agreement.

    


    4.5 Employee
      Death Benefit defined in subsection 4.2 hereinabove shall be due and payable
      by
      the Insurance Company referenced in Schedule 1 and Employee agrees to look
      solely to Insurance Company for payment. Employee agrees for himself/herself
      and
      his/her heirs, personal representatives, executors, administrators,
      beneficiaries, successors and assigns hereby Releases Bank completely and fully
      from any and all claims whatsoever whether known or unknown resulting from
      this
      Agreement. Payment as used herein shall be defined as presentment of an
      Insurance Company check to the designated Beneficiary.

    


    SECTION
      5: DEATH
      CLAIMS:

    


    5.1 When
      the
      Employee dies, the Bank shall be entitled to receive from the insurance company
      a portion of the death benefits payable under the insurance policy equal to
      the
      Bank’s Policy Interest the receipt of this amount by the Bank shall constitute
      satisfaction of the Bank’s rights under Section 3 of this
      Agreement.

    


    5.2 When
      the
      Employee dies, the Beneficiary shall be entitled to receive from the insurance
      company the amount of the death benefits equal to the Employee Death
      Benefit.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION
      6: TERMINATION
      OF AGREEMENT:

    


    This
      Agreement shall terminate on the occurrence of any of the following events
      prior
      to the death of the Employee. 

    


    6.1 Cancellation
      of the insurance policy which the Bank has the absolute right to
      do.

     

    6.2 Cessation
      of the Bank’s business which is not continued by Abington Bank or
      Abington  Bank’s
      successor, if any.

     

    6.3 Written
      notice given by either party to the other.

     

    6.4 Bankruptcy,
      receivership or dissolution of the Bank.

     

    SECTION
      7: NON-TERMINATION
      ON CHANGE OF CONTROL:

     

    7.1
      Notwithstanding the provisions of Section 6, in the event of and upon the
      occurrence of a Change of Control as defined herein, this Agreement and
      Employee’s right hereunder shall be absolute and non-terminable and shall not
      terminate for any of the reasons set out in Section 6.1 - 6.4, inclusive, except
      with Employee’s written consent. For purposes of this Agreement, a “Change of
      Control” shall be deemed to occur when: (i) any “person” (as such term is used
      in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended)
      is or becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act),
      directly or indirectly, of securities of the Bank representing 50% plus one
      vote, or more, of the total voting power represented by the Bank’s then
      outstanding voting securities entitled to vote generally in the election of
      directors; or (ii) there is consummated a merger or consolidation of the Bank
      with any other entity, other than a merger or consolidation which would result
      in the voting securities of the Bank 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 percent (50%)
      of
      the total voting power represented by the voting securities of the Bank or
      such
      surviving entity outstanding immediately after such merger or consolidation,
      or
      (iii) there is consummated the sale or disposition by the Bank of all or
      substantially all of the assets of the Bank; or (iv) there occurs any event
      that
      would be described in sections 7.1(i), (ii) or (iii) above if “Abington
      Community Bancorp, Inc.” (the “Company”) were substituted for “the Bank”
therein. Notwithstanding the foregoing, no acquisition or ownership of
      securities of the Bank or the Company by the Bank, the Company, any employee
      benefit plan maintained for their employees or any person controlled (within
      the
      meaning of Rule 144 promulgated under the Securities Act of 1933, as amended)
      by
      either of them shall constitute a Change of Control for purposes of this
      agreement. 

    


    SECTION
      8: RIGHTS
      UPON TERMINATION:
      

    


    If
      this
      Agreement is terminated under Section 6 of this Agreement the Employee shall
      forfeit all right to the death benefit specified in Section 4 and Abington
      Bank
      at its sole discretion may retain or terminate the Insurance
      Policy.

    


    SECTION
      9: AMENDMENT
      OF AGREEMENT:

    


    Except
      as
      set out herein, the Agreement shall not be modified or amended except by a
      writing signed by the Employee and Abington Bank. The Agreement shall be binding
      upon the successors and assigns of each party to this Agreement.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION
      10: STATE
      LAW:

    


    This
      Agreement shall be subject to and shall be construed under the laws of the
      state
      of Pennsylvania. 

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Agreement as of the day and year first above
      written. 

     

    
      	 	ABINGTON
              BANK
	 	 	 
	
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