Exhibit 10.1





Exhibit 10.1




ABINGTON BANK




AMENDED AND RESTATED




BOARD OF DIRECTORS RETIREMENT PLAN




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



 


 









 







ABINGTON BANK




AMENDED AND RESTATED




BOARD OF DIRECTORS RETIREMENT PLAN




This Abington Bank Amended and Restated Board of Directors Retirement Plan (originally the
“Abington Bank Board of Trustees Retirement Plan”) was originally adopted as of January 8, 1992,
was amended as of January 10, 1996 and February 20, 2002, and was further amended and restated in
October 2002 (the “Original Plan”). The Original Plan was amended and restated effective as of
November 28, 2007 in order to comply with Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”), and at such time was also renamed the Abington Bank Amended and Restated
Board of Directors Retirement Plan (the “Prior Plan”). The Prior Plan is now being amended and
restated effective as of January 25, 2011, in order to add certain provisions that shall apply in
the event of a change in control of Abington Bank (the “Bank”) or Abington Bancorp, Inc. (as
amended and restated, the “Retirement Plan”). This Retirement Plan is designed to comply with and
shall at all times be construed consistent with Section 409A of the Code and the regulations
promulgated thereunder.



W I T N E S S E T H




WHEREAS, the Board of Directors of the Bank has previously established this Retirement Plan
for the members of its Board of Directors, and the Chief Executive Officer of the Bank has
previously agreed to administer this Retirement Plan; and



WHEREAS, the Board of Directors of the Bank desires to amend and restate this Retirement Plan
in the manner set forth herein;



NOW, THEREFORE, intending to be legally bound, the Board of Directors and the Chief Executive
Officer agree as follows:




I. Disclaimer



This is a non-qualified pension plan created at the discretion of the Board of Directors for
the benefit of Directors of the Bank. The benefits established under this Retirement Plan may be
modified or terminated by the Board of Directors at which time the balance of the Trust Fund, if
any, will be retained by the Bank.




II. Definitions



Administrator — the person designated by the Board of Directors to administer this
Retirement Plan on behalf of the Board of Directors, who shall be the Chief Executive Officer of
the Bank or his designee with the prior approval of the Board of Directors.



Board of Directors — collectively, those individuals elected to serve as Directors of
the Bank and any successor board which shall maintain this Retirement Plan.


 


 









 





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.




Corporation — means Abington Bancorp, Inc., the parent holding company of the Bank.




Director — an individual elected to serve as a Director of the Bank and any successor.




Retirement Plan — this written instrument, including all amendments thereto.



Separation from Service — means a termination of a Director’s services (whether as an
employee or as an independent contractor) to the Corporation 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 Corporation, the Bank
and the Director reasonably anticipated that no further services would be performed after a certain
date or that the level of bona fide services the Director 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.



Specified Employee — shall have the meaning set forth in Treasury Regulation
§1.409A-1(i), or any successor to such regulation.



Trust Fund — the assets of this Retirement Plan as the same shall exist from time to
time.




III. ELIGIBILITY



A Director is not eligible for any benefits under this Retirement Plan until the Director has
a Separation from Service from the Board of Directors after reaching age seventy-five (75) and
completing his or her term as a Director, except as set forth below (i) in the event of the
Director’s death while in active service of the Corporation or the Bank or (ii) in the event of a
Change in Control followed by the Director’s Separation from Service prior to reaching age
seventy-five (75). There is no minimum years of service required to participate in this Retirement
Plan.



There are no benefits payable under this Retirement Plan for a Director who has a Separation
from Service, voluntarily or involuntarily, before reaching age seventy-five (75) and completing
his or her term as a Director, provided, however, in the event a Director dies while serving as a
Director, he or she shall be deemed to have satisfied the service requirement to age seventy-five
(75) and shall be entitled to the benefit provided for in Section IV of this Retirement Plan.
Notwithstanding the foregoing, in the event of a Change in Control followed by the Director’s
Separation from Service prior to reaching age seventy-five (75), the age seventy-five (75)
requirement shall be waived with respect to the amount of the benefits accrued in accordance with
generally accepted accounting
principles (the “Accrued Benefit”) under this Retirement Plan on behalf of the Director, so
that the Director shall be entitled to receive the amount of his Accrued Benefit determined as of
the date of the Director’s Separation from Service. The Accrued Benefit shall be payable at the
same time and in the same form (i.e., semi-annual installments over 10 years) as set forth in, and
subject to the terms and conditions set forth in, Section IV of this Retirement Plan.


 


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IV. AMOUNT OF RETIREMENT BENEFIT



(a) After retiring from the Board of Directors and meeting the requirements in Section III
above (other than following a Change in Control), an annual benefit equal to seventy-five percent
(75%) of the directors’ fee paid in the year of retirement (on an annualized basis) shall be
payable to the Director for a period of ten (10) years (i.e., ten years continuous). The Bank
shall pay the annual benefit in equal semi-annual installments, with the semi-annual installments
to be paid on the first business day of January and July of each calendar year. The semi-annual
installments shall commence on the first business day of January in the year immediately following
the year in which the Director has a Separation from Service; provided, however, if the Director is
a Specified Employee as of the date of his Separation from Service, then the first semi-annual
installment shall be paid on the later of (1) the first business day of January in the year
immediately following the year in which Separation from Service occurs, or (2) the first day of the
month following the lapse of six months after the date of the Separation from Service, and
subsequent semi-annual payments shall be made at their normally scheduled intervals.



(b) In the event a Director dies while receiving benefit payments under this Retirement Plan
but prior to receiving twenty (20) semi-annual installment payments, the Director=s
designated beneficiary(ies), or his or her estate in the event there is no surviving beneficiary,
shall be entitled to receive the remaining semi-annual installment payments until the Director and
such beneficiary(ies) or estate have received a total of twenty (20) semi-annual installment
payments. If a Director dies while serving as a member of the Board of Directors, the
Director=s designated beneficiary(ies), or the Director=s estate in the event there is
no surviving beneficiary, shall be entitled to receive the present value of the Director=s
accrued retirement benefit at the date of death, payable as a lump sum.




V. FINANCING THE RETIREMENT PLAN



The Board of Directors may fund the Trust Fund, at its discretion, by making deposits into an
interest-bearing account or such other investment as the Executive Committee of the Bank, in its
sole discretion, deems appropriate. Members of the Board of Directors shall have no vested
interest in the Trust Fund.




VI. POWERS AND RESPONSIBILITIES OF THE ADMINISTRATOR




The Administrator shall serve at the discretion of the Board of Directors.



The primary responsibility of the Administrator is to administer this Retirement Plan and
Trust for the exclusive benefit of the Directors in accordance with this Retirement Plan. The
Administrator may establish procedures, correct any defect, and supply any information as
shall be deemed necessary or advisable to carry out the purpose of this Retirement Plan.


 


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The Administrator shall be charged with the duties of the general administration of this
Retirement Plan, including, but not limited to, the following:




(a) to determine all questions relating to the benefits payable to the Directors;




(b) to compute and distribute the amount of benefits to which any Director shall be
entitled hereunder;




(c) to maintain all necessary records for the administration of this Retirement Plan;




(d) to consult with the Board of Directors regarding the short and long-term liquidity of
this Retirement Plan;




(e) to pay all expenses of administration of this Retirement Plan out of the Trust Fund
upon approval of the Executive Committee of the Bank; and




(f) upon termination of this Retirement Plan, to distribute any principal and interest
accumulated in the Trust Fund to the Bank.




VIII. RIGHTS OF DIRECTORS UNDER THE RETIREMENT PLAN



The rights of a Director or a Director=s beneficiary(ies) to benefits under this
Retirement Plan shall be solely those of an unsecured creditor of the Bank. The assets of the
Trust Fund shall not be deemed to be held for the benefit of a Director or a Director=s
beneficiary(ies) or to be security for the performance of the Bank=s obligations pursuant
hereto, but shall be and remain a general asset of the Bank.



IX. TERMINATION OF THE RETIREMENT PLAN. A termination of the Retirement Plan will not be a
distributable event, except as set forth below. The Bank may, in its discretion, elect to
irrevocably terminate this Retirement Plan within the 30 days preceding a Change in Control and
accelerate the payment of benefits under this Retirement Plan, provided that each of the following
conditions are satisfied: (1) all arrangements sponsored by the Corporation or the Bank and any
successors immediately following the Change in Control that would be aggregated with the Retirement
Plan 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 Director or beneficiary who is
in the process of receiving semi-annual installments 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 Retirement Plan, (3) each Director who is still
employed by the Bank as of the date of termination of this Retirement Plan shall receive his or her
Accrued Benefit in a lump sum payment within 30 days following the date of termination of this
Retirement Plan, (4) all participants under the other aggregated arrangements which are required to
also be terminated receive all of their benefits under the terminated arrangements within
12 months of the date that all necessary action to irrevocably terminate this Retirement Plan
and the other aggregated arrangements is taken, and (5) any other requirements imposed by Treasury
Regulation §1.409A-3(j)(4)(ix) are also satisfied.


 


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IN WITNESS WHEREOF, this Retirement Plan has been executed as of the day and year first
written above.



	 	 	 	 	 	 	 
	 	 	BOARD OF DIRECTORS	 	 
	 
	 	 	 	 	 	 
	Dated: January 25, 2011

	 	By:	 	/s/ Robert W. White	 	 
	 

	 	 	 	 

Robert W. White, Chairman, President
	 	 
	 

	 	 	 	and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	ADMINISTRATOR	 	 
	 
	 	 	 	 	 	 
	Dated: January 25, 2011

	 	By:	 	/s/ Robert W. White	 	 
	 

	 	 	 	 

Robert W. White, Chairman, President
	 	 
	 

	 	 	 	and Chief Executive Officer	 	 







 


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