exhibit101-121708.htm


     

    
      

      

    

    
      EXHIBIT
10.1

      ALLIANCE
MUTUAL HOLDING COMPANY

      AMENDED
AND RESTATED DIRECTORS’ RETIREMENT PLAN

       

       

      ARTICLE
I

      ESTABLISHMENT
OF THE PLAN

       

      Alliance
Mutual Holding Company, a federally-chartered mutual holding company (the “MHC”)
which is the successor to Greater Delaware Valley Holdings (“GDVH”), hereby
amends and restates the Directors’ Retirement Plan (as amended and restated, the
“Plan”) previously adopted for the benefit of the Directors of Greater Delaware
Valley Savings Bank (the “Bank”), upon the terms and conditions hereinafter
stated.  The Plan was originally adopted by GDVH, which was previously
the mutual holding company of the Bank.  Following the establishment
of a mid-tier stock holding company, the Bank is currently a wholly owned
subsidiary of Alliance Bancorp, Inc. of Pennsylvania, a mid-tier holding company
of the Bank (the “Company”), which is a majority-owned subsidiary of the
MHC.

       

       

      ARTICLE
II

      PURPOSE
OF THE PLAN

       

      The
purpose of this Plan is to provide retirement benefits to directors of the MHC,
the Company and the Bank who are not officers or employees of the MHC, the
Company or the Bank and who have provided expertise in enabling the Bank to
experience successful growth and development.  The Plan is being
amended and restated effective as of December 17, 2008 in order to comply with
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and
the final regulations issued thereunder.

       

      ARTICLE
III

      DEFINITIONS

       

      3.01           “Accrued
Benefit” means the number of months served as a Director of the MHC, the Company
and/or the Bank multiplied by $150.  For the purposes of determining a
Director’s Accrued Benefit, months of service prior to the adoption of this Plan
shall be recognized.  Service as a Director of more than one of the
MHC, the Company and the Bank in a given month shall only count once in
calculating the number of months served.  If a Director was previously
an officer or employee of the MHC, the Company and/or the Bank, any months of
service on the Board of Directors during the period he was an officer or
employee of the MHC, the Company and/or the Bank shall be disregarded in
determining the Director’s Accrued Benefit.

       

      3.02           “Retirement
Benefit” means either (i) in the event the Board decides to fund the Plan by
establishing a trust in accordance with Section 7.01 of the Plan, an amount
equal to the value of the assets acquired with a Director’s Accrued Benefit as
reflected in a Director’s account balance under such a trust as of a Director’s
Retirement Date; or (ii) in the event the Board decides not
to fund the Plan through a trust in accordance with Section 7.01 of the Plan, an
amount equal to a Director’s Accrued Benefit multiplied by an assumed rate of
return of six percent (6%) per annum commencing with the adoption of this Plan
and ending on a Director’s Retirement Date.

       

      3.03           “Board”
means the Board of Directors of the MHC.

       

      3.04           “Committee”
means the committee appointed by the Board pursuant to Article IV
hereof.

      
        
          
          

        

        
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      3.05           “Common
Stock” means the common stock, $.01 par value per share, of the Company,
including those shares which were formerly shares of common stock of the Bank
prior to the establishment of a mid-tier stock holding
company.

       

      3.06           “Director”
means each of the following:  (a) each non-employee member of the
Board of Directors of the Bank at the date this Plan was originally adopted by
the Board of Directors of the MHC, who was not at the time an officer or
employee of the Bank or the MHC, (b) each other individual who subsequently
became a non-employee member of the Board of Directors of the Bank prior to the
amendment and restatement of the Plan, who was not at the time an officer or
employee of the Bank, the MHC or the Company, and (c) any other individual who
subsequently becomes a non-employee member of the Board of Directors of the MHC,
the Company and/or the Bank after the amendment and restatement of the Plan, who
is not at the time an officer or employee of the Bank, the MHC or the
Company.  If a member of the Board of Directors of the MHC, the
Company and/or the Bank is initially an officer or employee of the MHC, the
Company and/or the Bank, and such member ceases to be an officer or employee of
the MHC, the Company and/or the Bank but continues as a member of the Board of
Directors, then such member shall be deemed to be a non-employee member of the
Board of Directors and thus a Director eligible to participate in this Plan
commencing with the first month after he ceases to be an officer or employee of
the MHC, the Company and/or the Bank.  Appendix A attached hereto
lists those Directors who are the current participants under the
Plan.

       

               
  3.07           “Retirement
Date” means with respect to any Director, the first day of the third calendar
quarter commencing after the date of his Separation from Service as a member of
the Board of Directors of the MHC, the Company and/or the Bank.

       

      3.08           “Separation
from Service” shall mean a termination of the Director’s services to the MHC,
the Company and the Bank for any reason other than death.  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 MHC, the Company, 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 over the immediately preceding thirty-six (36)
month period.

       

      ARTICLE
IV

      ADMINISTRATION

       

      4.01           Administration.  This
Plan shall be administered and interpreted by the Committee, which shall have
all of the powers allocated to it in this and other Sections of the
Plan.  The interpretation and construction by the Committee of any
provisions of the Plan shall be final and binding.  The Committee
shall act by vote or written consent of a majority of its
members.  Subject to the express provisions and limitations of the
Plan, the Committee may adopt such rules and procedures as it deems appropriate
for the conduct of its affairs.  The Committee shall report its
actions and decisions with respect to the Plan to the Board at appropriate
times, but in no event less than one time per calendar year.

       

      4.02           Limitation on
Liability.  No member of the Committee shall be liable for any
determination made in good faith with respect to the Plan.  If a
member of the Committee is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
crimial, administrative or investigative, by reason of anything done or not done
by him

      
        
          
          

        

        
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      in such
capacity under or with respect to the Plan, the MHC, the Company and the Bank
shall indemnify such member against expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in the best interests of the
MHC, the Company and the Bank and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful.

       

      ARTICLE
V

      ELIGIBILITY

       

      Each
Director of the Bank as of the date this Plan was originally adopted by the
Board, each individual who subsequently became a Director of the Bank prior to
the amendment and restatement of the Plan, and any other individual who
subsequently becomes a member of the Board of Directors of the MHC, the Company
and/or the Bank shall be eligible to participate in the
Plan.

       

       

      ARTICLE
VI

      BENEFITS

       

      6.01           Retirement
Benefits.  Subject to the conditions and limitations imposed by
this Plan, upon his Retirement Date, each Director shall be entitled to receive,
and the MHC shall pay, a Retirement Benefit.

       

      The
Retirement Benefit which is payable to a Director pursuant to this Section 6.01
shall be paid in the form of a lump sum payment payable on the Director’s
Retirement Date.  Such lump sum payment may be made in cash or other
property, at the MHC’s discretion, pursuant to Section 7.01.

       

      6.02           Death Benefits.
If the death of a Director occurs prior to his Retirement Date, the MHC
shall pay the full retirement benefits specified in Section 6.01 hereof to the
Director’s designated beneficiary or, if such Director has not designated a
beneficiary, the MHC shall pay the full retirement benefits specified in Section
6.01 to the Director’s estate.  Death benefits shall be paid in a lump
sum on the first day of the first calendar quarter following the date of a
Director’s death.

       

       

      ARTICLE
VII

      MISCELLANEOUS

       

      7.01           Funding.  It
is the intention of the MHC to maintain adequate reserves for the satisfaction
of its obligations pursuant to this Plan.  Nothing in this Plan,
however, shall create an obligation on the part of the MHC to set aside or
earmark any monies or other assets specifically for this purpose.  To
fund its obligations under the Plan, the MHC may elect to form a trust, or to
utilize a pre-existing trust, to purchase and hold the alternative forms of
assets, including shares of Common Stock, subject to compliance with all
applicable securities laws.  If the MHC elects to use a trust to fund
its obligations under the Plan, a Director shall have no right to demand the
transfer to him of stock or other assets from the MHC, or from such a trust
formed or utilized by the MHC.  Any assets held in a trust, including
shares of Common Stock, may be distributed, in the MHC’s discretion, to a
Director in payment of part or all of the MHC’s obligations under the
Plan.  The right of a Director or his designated beneficiary
to receive a distribution hereunder shall be an unsecured claim against the
general assets of the MHC, and neither the Director nor a designated beneficiary
shall have any rights in or against any specific assets of the MHC.

      
        
          
          

        

        
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      7.02           Amendment and
Termination of Plan.  The Board may, by resolution, at any time
amend or terminate this Plan.  However, no amendment or termination of
the Plan shall, without a Director’s consent, retroactively adversely affect his
rights to receive benefits in accordance with the Plan to which he would have
been entitled if he had terminated service on the day immediately prior to said
amendment or termination.

       

      7.03           Nontransferable.  No
Director or Director’s designated beneficiary shall have any right to commute,
sell, pledge, assign, or in any way transfer or convey the right to receive any
payments under this Plan.  All payments specified under this Plan are
hereby expressly made non-assignable and non-transferable.  Such
payments shall not be subject to legal process or levy of any
kind.

       

      7.04           Rights to Continue
as a Director.  Neither this Plan nor any action taken by the
Board in connection with this Plan shall create any rights on the part of any
Director of the MHC, the Company or the Bank to continue as
such.

       

      7.05           Withholding
Taxes.  Notwithstanding any of the foregoing provisions hereof,
the MHC may withhold from any payment to be made hereunder such amount as it may
be required to withhold under any applicable federal, state or other law, and
transmit such withheld amounts to the applicable taxing
authority.

       

      7.06           Governing
Law.  This Plan shall be governed by the laws of the
Commonwealth of Pennsylvania.

       

      7.07           Effective
Date.  This Plan as originally adopted was effective upon the
date of its adoption by the Board of Directors of GDVH.  This Plan as
amended and restated shall be effective as of the date specified in Article II
above.

       

      7.08           Binding on
Successors.  The provisions of this Plan shall be binding upon
the parties hereto and all successors to the MHC, including any entity or
entities that succeed to the rights and liabilities of the MHC in any merger,
consolidation, reorganization or other business combination.

      
        
          
          

        

        
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      APPENDIX
A

       

      The MHC
has designated the following Directors as the current participants in its
Directors’ Retirement Plan as of the date of the amendment and restatement of
the Plan:

       

      
        	
                 
      

              	
                1.

              	
                James
      S. Carr

              


      

       

      
        	
                 
      

              	
                2.

              	
                J.
      William Cotter, Jr.

              


      

       

      
        	
                 
      

              	
                3.

              	
                Timothy
      E. Flatley

              


      

       

      
        	
                 
      

              	
                4.

              	
                William
      E. Hecht

              


      

       

      
        	
                 
      

              	
                5.

              	
                John
      A. Raggi

              


      

       

      
        	
                 
      

              	
                6.

              	
                G.
      Bradley Rainer

              


      

       

      
        	
                 
      

              	
                7.

              	
                Philip
      K. Stonier

              


      

       

      
        	
                 
      

              	
                8.

              	
                R.
      Cheston Woolard

              


      

       

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