ex10-1.htm


    
      

    

    EXHIBIT
      10.1

    


     

    FORM
      OF SPLIT DOLLAR INSURANCE AGREEMENT

    


    


    THIS
      AGREEMENT, is
      made and entered into this 13th day of
      November,
      2007, by and between Abington Bank, a Pennsylvania banking corporation, located
      in Jenkintown, PA (the “Bank”), and _______________, an employee of Abington
      Bank, residing at ________________, Pa. (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 $150,000.00.

    


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

    


    4.4           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 

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	 	 
	 	
              Title:

            	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	
              By: