Exhibit 10.2





Exhibit 10.2




ABINGTON BANK AMENDED AND RESTATED




SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




(As Amended and Restated Effective as of January 25, 2011)




 


 









 







TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE I — DEFINITIONS

	 
	 	 	 	 
	1.1 Beneficiary 
	 	 	1	 
	1.2 Change in Control 
	 	 	1	 
	1.3 Compensation 
	 	 	1	 
	1.4 Employer 
	 	 	2	 
	1.5 Participant 
	 	 	2	 
	1.6 Plan 
	 	 	2	 
	1.7 Plan Committee 
	 	 	2	 
	1.8 Retirement Date 
	 	 	2	 
	1.9 Separation from Service 
	 	 	2	 
	 
	 	 	 	 
	ARTICLE II — ELIGIBILITY AND PARTICIPATION

	 
	 	 	 	 
	2.1 Conditions of Eligibility 
	 	 	2	 
	2.2 Commencement of Participation 
	 	 	2	 
	2.3 Additional Compensation 
	 	 	3	 
	 
	 	 	 	 
	ARTICLE III — RETIREMENT BENEFITS
	 
	 	 	 	 
	3.1 Retirement Benefit 
	 	 	3	 
	3.2 Determination of Retirement Benefit 
	 	 	3	 
	3.3 Payment of Retirement Benefits 
	 	 	3	 
	3.4 Change in Control Benefit 
	 	 	3	 
	 
	 	 	 	 
	ARTICLE IV — DEATH BENEFITS

	 
	 	 	 	 
	4.1 Participant’s Death Following Retirement 
	 	 	3	 
	4.2 Participant’s Death Prior to Retirement 
	 	 	4	 
	4.3 Death of Beneficiary 
	 	 	4	 
	 
	 	 	 	 
	ARTICLE V — PLAN ADMINISTRATION

	 
	 	 	 	 
	5.1 Plan Committee 
	 	 	4	 
	5.2 Claim 
	 	 	4	 
	5.3 Denial of Claim 
	 	 	4	 
	5.4 Review of Claim 
	 	 	5	 
	5.5 Final Decision 
	 	 	5	 
	 
	 	 	 	 
	ARTICLE VI — PARTICIPANT’S RIGHTS

	 
	 	 	 	 
	6.1 Participant’s Rights 
	 	 	5	 
	6.2 Spendthrift Provision 
	 	 	5	 
	6.3 Plan Not An Employment Agreement 
	 	 	5	 
	6.4 Protective Provisions 
	 	 	5	 
	 
	 	 	 	 
	ARTICLE VII — MISCELLANEOUS
	 
	 	 	 	 
	7.1 Termination of Plan 
	 	 	6	 
	7.2 Inurement 
	 	 	6	 
	7.3 Amendments and Modifications 
	 	 	7	 
	7.4 Governing Law 
	 	 	7	 





 


 









 





ABINGTON BANK AMENDED AND RESTATED




SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




Abington Savings Bank, doing business as Abington Bank (the “Bank”), previously entered into a
certain Supplemental Executive Retirement Plan originally effective as of October 16, 2002 (the
“Prior SERP”). The Prior SERP was subsequently amended and restated effective as of November 28,
2007 (the “Amended SERP”), in order to comply with the requirements of Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”), including the final regulations issued thereunder,
with none of the benefits payable under the Amended SERP to be deemed grandfathered for purposes of
Section 409A of the Code. The Amended SERP is now being amended and restated again effective as of
January 25, 2011 (as amended and restated, the “Restated SERP”), in order to make certain
clarifying changes and to add certain provisions that shall apply in the event of a change in
control of Abington Bank or Abington Bancorp, Inc. (the “Company”). This Restated SERP is designed
to comply with and shall at all times be construed consistent with Section 409A of the Code and the
regulations promulgated thereunder.



The purpose of the Restated SERP is to provide those officers of the Bank who are listed in
Appendix A, which is attached hereto, with supplemental retirement benefits in order to provide
them with a reasonable level of retirement income which will assist them in maintaining an
appropriate standard of living in retirement. The Restated SERP is also intended to encourage and
induce the participating officers to remain in the Bank’s employ until they attain the retirement
age of 65.



ARTICLE I — DEFINITIONS




For purposes hereof, unless otherwise clearly apparent from the context, the following phrases
and terms shall have the indicated meanings:



1.1 Beneficiary. A person or entity designated in accordance with Article IV of this
Restated SERP to receive benefits upon the death of a Participant.



1.2 Change in Control. Change in Control shall mean a change in the ownership of the
Company or the Bank, a change in the effective control of the Company or the Bank or a change in
the ownership of a substantial portion of the assets of the Company or the Bank, in each case as
provided under Section 409A of the Code and the regulations thereunder.



1.3 Compensation. The average of a Participant’s base compensation for the highest
three (3) calendar years during the ten (10) full calendar years immediately preceding the
Participant’s Separation from Service or Change in Control, as applicable (excluding bonus,
commissions, if any, and expense allowances), without reduction for compensation deferred pursuant
to any retirement plan (qualified or non-qualified) maintained by the Employer.


 


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1.4 Employer. For purposes of this Restated SERP, the Employer is Abington Bank, a
Pennsylvania chartered savings bank.



1.5 Participant. An employee of the Employer who is eligible to participate in the
Restated SERP and approved by the Board of Directors of the Employer and who is a member of a
select group of management or highly compensated employees within the meaning of Section 201(2) of
the Employee Retirement Income Security Act of 1974, as amended.



1.7 Plan Committee. A committee of not less than three members of the Board of
Directors of the Employer, which shall be appointed by the Board of Directors of the Employer to
administer this Restated SERP.



1.6 Restated SERP. This Supplemental Executive Retirement Plan as adopted by the
Employer and as may be hereafter amended from time to time.



1.8 Retirement Date. The date on which a Participant reaches sixty-five (65) years of
age.



1.9 Separation from Service. “Separation from Service” means a termination of a
Participant’s services (whether as an employee or as an independent contractor) to the Company and
the Bank. Whether a Separation from Service has occurred shall be determined in accordance with
the requirements of Section 409A of the Code based on whether the facts and circumstances indicate
that the Company, the Bank and the Participant reasonably anticipated that no further services
would be performed after a certain date or that the level of bona fide services the Participant
would perform after such date (whether as an employee or as an independent contractor) would
permanently decrease to no more than twenty percent (20%) of the average level of bona fide
services performed (whether as an employee or an independent contractor) over the immediately
preceding thirty-six (36) month period.



ARTICLE II — ELIGIBILITY AND PARTICIPATION




2.1 Conditions of Eligibility. Eligibility to become a Participant in this Restated
SERP will be determined by the Board of Directors of the Employer. Such determination shall be
conclusive and binding upon all persons.



2.2 Commencement of Participation. The Employer or the Plan Committee shall notify
each employee who is eligible to participate in the Restated SERP of his eligibility to participate
in this Restated SERP. Eligible employees shall become Participants in this Restated SERP as of
the effective date of the Prior Plan or upon becoming eligible to participate in the Amended SERP
or this Restated SERP, as the case may be. Each employee who becomes a Participant in this
Restated SERP shall complete such forms as are reasonably required by the Plan Committee for
participation hereunder.


 


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2.3 Additional Compensation. A Participant shall receive the benefits provided for
herein in addition to any compensation paid to or benefits provided to the Participant. Except as
otherwise provided herein, nothing in this Restated SERP shall be construed as limiting, varying or
reducing any provision or benefit to a Participant, a Participant’s estate or Beneficiaries
pursuant to any employment agreement, any retirement plan, including any qualified pension or
profit sharing plan, any health, disability or life insurance policies or any other agreement
between the Employer and the Participant.



ARTICLE III — RETIREMENT BENEFITS




3.1 Retirement Benefit. If a Participant has a Separation from Service on or after
the Retirement Date, the Employer will pay to the Participant an annual retirement benefit
(“Retirement Benefit”), determined pursuant to Section 3.2 hereof, payable pursuant to the
provisions of Section 3.3 hereof, for ten (10) consecutive years.



3.2 Determination of Retirement Benefit. A Participant’s annual Retirement Benefit
shall be an amount, determined as of such Participant’s Retirement Date, equal to fifty (50%)
percent of the Participant’s Compensation.



3.3 Payment of Retirement Benefits. The Retirement Benefit payable to a Participant
upon such Participant’s Separation from Service, pursuant to the provisions of Section 3.1 hereof,
shall be payable in the form of equal quarterly installment payments (“Quarterly Payments”) for ten
(10) consecutive years beginning on the first day of the first full calendar quarter following the
lapse of six months after a Participant’s Separation from Service. All subsequent Quarterly
Payments shall be paid on the first day of each subsequent calendar quarter.



3.4 Change in Control Benefit. Upon the occurrence of a Change in Control, a
Participant will become one hundred percent (100%) vested in all amounts then accrued for his
benefit under the Restated SERP as of the date of such Change in Control (the “Vested Benefit”).
If a Participant has a Separation from Service within two (2) years after a Change in Control, the
Employer will pay to the Participant the Vested Benefit in a single lump sum cash payment, as such
amount may be increased during the period commencing on the date of the Change in Control and
ending on the date of the Separation from Service based on the Participant’s Compensation, with
such payment to be made on the first day of the month following the lapse of six months after the
Participant’s Separation from Service.



ARTICLE IV — DEATH BENEFITS




4.1 Participant’s Death Following Retirement. If a Participant dies following a
Separation from Service and while receiving a Retirement Benefit, but prior to the payment of forty
(40) Quarterly Payments, the Employer shall pay to the Beneficiary or Beneficiaries designated in
writing by such Participant (or to the Participant’s estate if the Participant fails to so
designate a Beneficiary or Beneficiaries) the remaining retirement benefits until the
Participant and such Beneficiary or Beneficiaries or estate have received a total of forty (40)
Quarterly Payments.


 


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4.2 Participant’s Death Prior to Retirement. If a Participant dies after age
sixty-five (65) but prior to a Separation from Service with the Employer, the Employer shall pay to
the Beneficiary or Beneficiaries designated in writing by such Participant (or to the Participant’s
estate if the Participant fails to so designate a Beneficiary or Beneficiaries) the Retirement
Benefit provided for in Section 3.1. For purposes hereof, the date of death shall be deemed the
date of the Participant’s retirement. The Retirement Benefits shall be payable in the form of
equal quarterly installment payments for ten (10) consecutive years beginning with the first day of
the first full quarter following the Participant’s death. If a Participant dies while employed by
the Employer prior to age sixty-five (65), the Employer shall pay the present value of the
aggregate retirement benefit accrued by the Employer as of the date of the Participant’s death to
the Beneficiary or Beneficiaries designated in writing by the Participant (or to the Participant’s
estate if the Participant fails to so designate a Beneficiary or Beneficiaries), with such lump sum
payment to be made within seventy-five (75) days of such death.



4.3 Death of Beneficiary. In the event of the death of a Beneficiary who is receiving
a Retirement Benefit in installments pursuant to Section 4.1 or 4.2, the remaining benefit to which
such Beneficiary was entitled at the time of such Beneficiary’s death shall continue to be payable
to the beneficiary or beneficiaries, designated in writing by such Beneficiary, on a form to be
submitted by such Beneficiary to the Plan Committee (or to the Beneficiary’s estate if the
Beneficiary fails to so designate a beneficiary or beneficiaries).



ARTICLE V — PLAN ADMINISTRATION




5.1 Plan Committee. This Restated SERP and all matters related hereto shall be
administered by the Plan Committee. The Plan Committee will interpret the provisions of this
Restated SERP and shall determine all questions arising in the administration, eligibility,
interpretation and application of this Restated SERP. Any such determination by the Plan Committee
shall be conclusive and binding on all persons and shall be consistently and uniformly applied to
all persons similarly situated. The Plan Committee shall engage the services of such independent
actuaries and administrative personnel as it deems appropriate to administer the Restated SERP.



5.2 Claim. Any person claiming a benefit, requesting an interpretation or ruling
under this Restated SERP, or requesting information under the Restated SERP shall present the
request, in writing, to the Plan Committee, which shall respond in writing as soon as practicable.



5.3 Denial of Claim. If the claim or request is denied, the written notice of denial
shall state the reason for denial, with specific reference to the Restated SERP provisions on which
the denial is based and a description of any additional material or information required.


 


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5.4 Review of Claim. Any person whose claim or request is denied or who has not
received a response within 90 days may (within 60 days thereafter) request review by notice given
in writing to the Plan Committee. Such request for review must state the specific reasons,
including any Restated SERP provisions, upon which such request for review is based. The claim or
request shall be reviewed by the Plan Committee.



5.5 Final Decision. The decision on review shall normally be made within 60 days. If
an extension of time is required, the claimant shall be notified within 60 days and the time limit
shall be 120 days. The decision shall be in writing and shall state the reason and the relevant
Restated SERP provisions. All decisions on review shall be final and bind all parties concerned.



ARTICLE VI — PARTICIPANT’S RIGHTS




6.1 Participant’s Rights. The rights of a Participant or a Participant’s
Beneficiaries to benefits under this Restated SERP shall be solely those of an unsecured creditor
of the Employer. Any insurance policy or other asset acquired or held by, or on behalf of, the
Employer or funds allocated by the Employer in connection with the liabilities assumed by the
Employer pursuant to this Restated SERP shall not be deemed to be held under any trust for the
benefit of a Participant or Participant’s Beneficiaries or to be security for the performance of
the Employer’s obligations pursuant hereto, but shall be and remain a general asset of the
Employer.



6.2 Spendthrift Provision. Neither a Participant nor any other person shall have any
right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber,
transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable
hereunder, or any part thereof, which are, and all rights to which are, expressly declared to be
non-assignable and non-transferrable. No part of the amounts payable shall, prior to actual
payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or
separate maintenance owed by a Participant or any other person, nor be transferrable by operation
of law in the event of a Participant’s or any other person’s bankruptcy or insolvency.



6.3 Restated SERP Not An Employment Agreement. This Restated SERP shall not be deemed
to constitute an employment agreement between the parties hereto nor shall any provision hereof
restrict the right of the Employer to discharge a Participant as an employee of the Employer or
restrict a Participant’s right to terminate his employment.



6.4 Protective Provisions. A Participant will cooperate with the Employer by
furnishing any and all information requested by the Employer in order to facilitate the payment of
benefits hereunder, taking such physical examinations as the Employer may deem necessary and taking
such other action as may be requested by the Employer. If a Participant makes any material
misstatement of information or nondisclosure of medical history, then a Participant shall not be
considered as having been a Participant in the Restated SERP.


 


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ARTICLE VII — MISCELLANEOUS




7.1 Termination of Restated SERP. The Employer, upon written notice to a Participant,
shall have the right, at any time, to terminate this Restated SERP; provided, however, that if a
termination of the Restated SERP occurs following a Change in Control, then no such termination
shall adversely affect the rights of a Participant to his Vested Benefit. Such termination shall
become effective when authorized by the Board of Directors of the Employer and written notice is
given to a Participant. Upon termination of this Restated SERP, except as set forth below, (1)
those Participants then receiving Retirement Benefits pursuant to the provisions of Article III,
(2) those Beneficiaries receiving benefits pursuant to the provisions of Article IV, and (3) those
Participants entitled to receive a Vested Benefit following a Change in Control pursuant to Section
3.4 of the Restated SERP shall have a continued right to receive such benefits in accordance with
this Restated SERP. Other Participants who are not then receiving Retirement Benefits will not be
entitled to any benefits pursuant to this Restated SERP. Notwithstanding the foregoing, the
Employer may, in its discretion, elect to irrevocably terminate this Restated SERP within the 30
days preceding a Change in Control and accelerate the payment of benefits under this Restated SERP,
provided that each of the following conditions are satisfied: (1) all arrangements sponsored by the
Company or the Bank and any successors immediately following the Change in Control that would be
aggregated with the Restated SERP under Treasury Regulation §1.409A-1(c)(2) are also irrevocably
terminated with respect to each participant that experienced the Change in Control event, (2) each
Participant or beneficiary who is in the process of receiving payments of his or her retirement
benefits under Section III above shall receive all remaining unpaid installments in a lump sum
payment within 30 days following the date of termination of this Restated SERP, (3) each
Participant who is still employed by the Employer as of the date of termination of this Restated
SERP and who has reached his or her Retirement Date shall receive his or her Retirement Benefits in
a lump sum payment within 30 days following the date of termination of this Restated SERP, with the
lump sum payment to be discounted to present value using 120% of the applicable federal rate
determined under Section 1274(d) of the Code for the month in which the lump sum payment is made,
(4) each Participant who is still employed by the Employer as of the date of termination of this
Restated SERP and who has not yet reached his or her Retirement Date shall receive his or her
Vested Benefit in a lump sum payment within 30 days following the date of termination of this
Restated SERP, (5) all participants under the other aggregated arrangements which are required to
also be terminated shall receive all of their benefits under the terminated arrangements within 12
months of the date that all necessary action to irrevocably terminate this Restated SERP and the
other aggregated arrangements is taken, and (6) any other requirements imposed by Treasury
Regulation §1.409A-3(j)(4)(ix) shall also be satisfied.



7.2 Inurement. This Restated SERP shall be binding upon and shall inure to the
benefit of the Employer and each Participant hereunder and their respective heirs, executors,
administrators, successors and assigns.


 


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7.3 Amendments and Modifications. This Restated SERP may be changed or altered by a
written instrument signed by the Employer and shall become effective upon written
notification to the Participants; provided, however, that following a Change in Control, no such
amendment shall adversely affect the rights of a Participant to his or her Retirement Benefits or
Vested Benefit as of the date of such amendment.



7.4 Governing Law. This Restated SERP is made pursuant to, and shall be governed by,
the laws of the Commonwealth of Pennsylvania, in all respects, including matters of construction,
validity and performance.



[signature page follows]



 


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IN WITNESS WHEREOF, the Employer has adopted this Restated SERP as of the day and year first
written above.



	 	 	 	 	 	 	 
	 	 	ABINGTON BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Robert J. Pannepacker Sr.	 	 
	 

	 	 	 	 

Robert J. Pannepacker Sr.
	 	 
	 

	 	 	 	Chairman, Compensation Committee	 	 






 


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Appendix A




To the Abington Bank




Amended and Restated Supplemental Executive Retirement Plan




Effective Date : October 16, 2002, subsequently

amended and restated as of November 28, 2007, and

further amended and restated effective as of January 1, 2011





	1.	 	Robert W. White

	 
	2.	 	Thomas J. Wasekanes

	 
	3.	 	Jack J. Sandoski

	 
	4.	 	Frank Kovalcheck







 


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