Form of Amendment No.1 to the North Penn Bank Employee Stock Ownership Plan



 Exhibit 10.11 
 FORM OF 
 AMENDMENT NO. 1 
 TO THE 
 NORTH PENN BANK 
 EMPLOYEE STOCK OWNERSHIP PLAN 
 This
Amendment to the North Penn Bank Employee Stock Ownership Plan (the “ESOP”), executed on this          day of
                    , 2007, by North Penn Bank (the “Bank”). 
 WHEREAS, the Board of Directors of the Bank adopted the ESOP, effective as of June 1, 2005, and amended and restated the ESOP effective as of
September 5, 2006; and 
 WHEREAS, the Board of Directors of the Bank desires to amend the ESOP vesting schedule in accordance
with the Pension Protection Act of 2006 and to further clarify the dividend and voting provisions of the ESOP; and 
 WHEREAS,
Section 16.1 of the ESOP provides for the amendment of the ESOP from time to time. 
 NOW, THEREFORE, BE IT RESOLVED, that the
Plan shall be, and hereby is, amended as follows, effective as of the closing date of the conversion of North Penn Bancorp, Inc.: 
 First
Change 
 Section 6.5(a) of the ESOP shall be deleted in its entirety and replaced with the following: 
 (a) Any cash dividends or distributions paid on shares of Company Stock allocated to Participants’ Company Stock Accounts and
remitted to the Trust Fund shall, in the discretion of the Plan Administrator and prior to the close of the Plan Year in which paid, be either applied to repayment of an outstanding Acquisition Loan concerning the Company Stock upon which the
dividend or distribution is received, distributed to Participants in cash, or invested by the Trustee.” Such dividends or distributions shall be applied first to principal, and then to interest, on the outstanding Acquisition Loan. 

Second Change 
 Section 7.1(a)
of the ESOP shall be deleted in its entirety and replaced with the following: 
 (a) Subject to the provisions of
Section 7.2 and 9.5, the portion of a Participant’s Account relating to Company Contributions described in Section 5.1 that is vested 










 
(nonforfeitable) on any specified date shall be determined on the basis of his or her Years of Service in accordance with the following schedule: 

 

				
	 Years of Service
	  	Vested Percentage	 
	 Less than 2
	  	0	 
	 2
	  	20	%
	 3
	  	40	%
	 4
	  	60	%
	 5
	  	80	%
	 6
	  	100	%

 Third Change 
 Section 12.7 of the ESOP shall be deleted in its entirety and replaced with the following: 
 12.7
VOTING OF COMPANY STOCK AND TENDER OFFERS 
 The Trustee shall generally vote all shares of Company Stock held in the Trust in accordance
with the provisions of this Section 12.7. 
  

	 	(a)	Shares of Company Stock which have been allocated to Participants’ Accounts shall be voted by the Trustee in accordance with the Participants’ written instructions.


  

	 	(b)	Shares of Company Stock which have been allocated to Participants’ Accounts but for which no written instructions have been received by the Trustee regarding voting shall be
voted by the Trustee in a manner calculated to most accurately reflect the instructions the Trustee has received from Participants regarding voting shares of allocated Company Stock. Shares of unallocated Company Stock shall also be voted by the
Trustee in a manner calculated to most accurately reflect the instructions the Trustee has received from Participants regarding voting shares of allocated Company Stock. Notwithstanding the preceding two sentences, all shares of Company Stock which
have been allocated to Participants’ Accounts and for which the Trustee has not timely received written instructions regarding voting and all unallocated shares of Company Stock must be voted by the Trustee in a manner determined by the Trustee
to be solely in the best interests of the Participants and Beneficiaries. 

  

	 	(c)	In the event no shares of Company Stock have been allocated to Participants’ Accounts at the time Company Stock is to be voted, each Participant shall be deemed to have one
share of Company Stock allocated to his Accounts for the sole purpose of providing the Trustee with voting instructions. 

  

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	 	(d)	Whenever such voting rights are to be exercised, the Company and the Trustee shall see that all Participants and Beneficiaries are provided with the same notices and other materials
as are provided to other holders of the Company Stock, and are provided with adequate opportunity to deliver their instructions to the Trustee regarding the voting of Company Stock allocated to their Accounts or deemed allocated to their Accounts
for purposes of voting. The instructions of the Participants with respect to the voting of shares of Company Stock shall be confidential. 

  

	 	(e)	In the event of a tender offer, Company Stock shall be tendered by the Trustee in the same manner set forth above regarding the voting of Company Stock. 

 IN WITNESS WHEREOF, the Bank has adopted this Amendment to the North Penn Bank Employee Stock Ownership Plan and caused this instrument to be
executed by its duly authorized officer as of the above date. 
  

					
	ATTEST	 		 	NORTH PENN BANK
			
	   	 		 	   
		 		 	For the Entire Board of Directors

  

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