exhibit10-9.htm


     

    
      

      

    

    
      Exhibit
        10.9

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      PENNFIRST
        BANCORP, INC.

      AMENDED
        AND RESTATED 1997 STOCK OPTION PLAN

      


      ARTICLE
        I

      ESTABLISHMENT
        OF THE PLAN

      


      ESB
        Financial Corporation (the
“Corporation”) hereby amends and restates the PennFirst Bancorp, Inc. 1997 Stock
        Option Plan (as amended and restated, the “Plan”) upon the terms and conditions
        hereinafter stated, with the amendment and restatement effective as of November
        20, 2007.

      


      


      ARTICLE
        II

      PURPOSE
        OF THE PLAN

      


      The
        purpose of this Plan is to improve
        the growth and profitability of the Corporation and its Subsidiary Companies
        by
        providing Employees and Non-Employee Directors with a proprietary interest
        in
        the Corporation as an incentive to contribute to the success of the Corporation
        and its Subsidiary Companies, and rewarding those Employees for outstanding
        performance and the attainment of targeted goals.  All Incentive Stock
        Options issued under this Plan are intended to comply with the requirements
        of
        Section 422 of the Code and the regulations thereunder, and all provisions
        hereunder shall be read, interpreted and applied with that purpose in
        mind.

      


      


      ARTICLE
        III

      DEFINITIONS

      


      3.01           “Award”
        means an Option or Stock Appreciation Right granted pursuant to the terms
        of
        this Plan.

      


      3.02           “Bank”
        means ESB Bank, the wholly-owned subsidiary of the Corporation.

      


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

      


      3.04           “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.

      


      3.05           “Code”
        means the Internal Revenue Code of 1986, as amended.

      


      3.06           “Committee”
        means a committee of two or more directors appointed by the Board pursuant
        to
        Article IV hereof, each of whom shall be a Non-Employee Director.

      


      
        
          
          

        

        
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      3.07           “Common
        Stock” means shares of the common stock, $0.01 par value per share, of the
        Corporation.

      


      3.08           “Disability”
        means that the Optionee: (i) is unable to engage in any substantial gainful
        activity by reason of any medically determinable physical or mental impairment
        which can be expected to result in death or can be expected to last for a
        continuous period of not less than 12 months, or (ii) is, by reason of any
        medically determinable physical or mental impairment which can be expected
        to
        result in death or can be expected to last for a continuous period of not
        less
        than 12 months, receiving income replacement benefits for a period of not
        less
        than three months under an accident and health plan covering employees of
        the
        Corporation or the Bank (or would have received such benefits for at least
        three
        months if he had been eligible to participate in such plan).

      


      3.09           “Effective
        Date” means the day upon which the Board originally adopted this
        Plan.

      


      3.10           “Employee”
        means any person who is employed by the Corporation or a Subsidiary Company,
        or
        is an Officer of the Corporation or a Subsidiary Company, but not including
        directors who are not also Officers of or otherwise employed by the Corporation
        or a Subsidiary Company.

      


      3.11           “Exchange
        Act” means the Securities Exchange Act of 1934, as amended.

      


      3.12           “Fair
        Market Value” shall be equal to the fair market value per share of the
        Corporation’s Common Stock on the date an Award is granted.  For
        purposes hereof, the Fair Market Value of a share of Common Stock shall be
        the
        closing sale price of a share of Common Stock on the date in question (or,
        if
        such day is not a trading day in the U.S. markets, on the nearest preceding
        trading day), as reported with respect to the principal market (or the composite
        of the markets, if more than one) or national quotation system in which such
        shares are then traded, or if no such closing prices are reported, the mean
        between the high bid and low asked prices that day on the principal market
        or
        national quotation system then in use.  Notwithstanding the foregoing,
        if the Common Stock is not readily tradable on an established securities
        market
        for purposes of Section 409A of the Code, then the Fair Market Value shall
        be
        determined by means of a reasonable valuation method that takes into
        consideration all available information material to the value of the Corporation
        and that otherwise satisfies the requirements applicable under Section 409A
        of
        the Code and the regulations thereunder.

      


      3.13           “Incentive
        Stock Option” means any Option granted under this Plan which the Board intends
        (at the time it is granted) to be an incentive stock option within the meaning
        of Section 422 of the Code or any successor thereto.

      


      3.14           “Non-Employee
        Director” means a member of the Board who is not an Officer or Employee of the
        Corporation or any Subsidiary Company.

      


      
        
          
          

        

        
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      3.15           “Non-Qualified
        Option” means any Option granted under this Plan which is not an Incentive Stock
        Option.

      


      3.16           “Officer”
        means an Employee whose position in the Corporation or Subsidiary Company
        is
        that of a corporate officer, as determined by the Board.

      


      3.17           “Option”
        means a right granted under this Plan to purchase Common Stock.

      


      3.18           “Optionee”
        means an Employee or Non-Employee Director to whom an Option is granted under
        the Plan.

      


      3.19           “OTS”
        means the Office of Thrift Supervision.

      


      3.20           “Retirement”
        means a termination of employment upon or after attainment of age sixty-five
        (65) or such earlier age as may be specified in any applicable qualified
        pension
        benefit plan maintained by the Corporation or a Subsidiary Company.

      


      3.21           “Stock
        Appreciation Right” means a right to surrender an Option in consideration for a
        payment by the Corporation in cash and/or Common Stock, as provided in the
        discretion of the Committee in accordance with Section 8.11.

      


      3.22           “Subsidiary
        Companies” means those subsidiaries of the Corporation, including the Bank,
        which meet the definition of “subsidiary corporations” set forth in Section
        425(f) of the Code, at the time of granting of the Award in
        question.

      


      


      ARTICLE
        IV

      ADMINISTRATION
        OF THE PLAN

      


      4.01           Duties
        of the Committee.  The Plan shall be administered and
        interpreted by the Committee, as appointed from time to time by the Board
        pursuant to Section 4.02.  The Committee shall have the authority
        (subject to compliance with applicable OTS regulations) to adopt, amend and
        rescind such rules, regulations and procedures as, in its opinion, may be
        advisable in the administration of the Plan, including, without limitation,
        rules, regulations and procedures which (i) deal with satisfaction of an
        Optionee’s tax withholding obligation pursuant to Section 12.02 hereof, (ii)
        include arrangements to facilitate the Optionee’s ability to borrow funds for
        payment of the exercise or purchase price of an Award, if applicable, from
        securities brokers and dealers, and (iii) include arrangements which provide
        for
        the payment of some or all of such exercise or purchase price by delivery
        of
        previously-owned shares of Common Stock or other property and/or by withholding
        some of the shares of Common Stock which are being acquired.  The
        interpretation and construction by the Committee of any provisions of the
        Plan,
        any rule, regulation or procedure adopted by it pursuant thereto or of any
        Award
        shall be final and binding in the absence of action by the Board of
        Directors.

      


      
        
          
          

        

        
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      4.02           Appointment
        and Operation of the Committee.  The members of the Committee
        shall be appointed by, and will serve at the pleasure of, the
        Board.  The Board from time to time may remove members from, or add
        members to, the Committee, provided the Committee shall continue to consist
        of
        two or more members of the Board, each of whom shall be a Non-Employee
        Director.  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, regulations
        and
        procedures as it deems appropriate for the conduct of its affairs.  It
        may appoint one of its members to be chairman and any person, whether or
        not a
        member, to be its secretary or agent.  The Committee shall report its
        actions and decisions to the Board at appropriate times but in no event less
        than one time per calendar year.

      


      4.03           Revocation
        for Misconduct.  The Board of Directors or the Committee may
        by resolution immediately revoke, rescind and terminate any Option, or portion
        thereof, to the extent not yet vested, or any Stock Appreciation Right, to
        the
        extent not yet exercised, previously granted or awarded under this Plan to
        an
        Employee who is discharged from the employ of the Corporation or a Subsidiary
        Company for cause, which, for purposes hereof, shall mean termination because
        of
        the Employee’s personal dishonesty, incompetence, willful misconduct, breach of
        fiduciary duty involving personal profit, intentional failure to perform
        stated
        duties, willful violation of any law, rule, or regulation (other than traffic
        violations or similar offenses) or final cease-and-desist
        order.  Options granted to a Non-Employee Director who is removed for
        cause pursuant to the Corporation’s Articles of Incorporation shall terminate as
        of the effective date of such removal.

      


      4.04           Limitation
        on Liability.  Neither the members of the Board of Directors
        nor any member of the Committee shall be liable for any action or determination
        made in good faith with respect to the Plan, any rule, regulation or procedure
        adopted pursuant thereto or any Awards granted under it.  If any
        members of the Board of Directors or 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, criminal, administrative or investigative,
        by
        reason of anything done or not done by him in such capacity under or with
        respect to the Plan, the Corporation shall, subject to the requirements of
        applicable laws and regulations, indemnify such member against all liabilities
        and 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 Corporation and its
        Subsidiary Companies and, with respect to any criminal action or proceeding,
        had
        no reasonable cause to believe his conduct was unlawful.

      


      4.05           Compliance
        with Law and Regulations.  All Awards granted hereunder shall
        be subject to all applicable federal and state laws, rules and regulations
        and
        to such approvals by any government or regulatory agency as may be
        required.  The Corporation shall not be required to issue or deliver
        any certificates for shares of Common Stock prior to the completion of any
        registration or qualification of or obtaining of consents or approvals with
        respect to such shares under any Federal or state law or any rule or regulation
        of any government body, which the Corporation shall, in its sole discretion,
        determine to be necessary or advisable.  Moreover, no Option or Stock
        Appreciation Right may be exercised if such exercise would be contrary to
        applicable laws and regulations.

      


      
        
          
          

        

        
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      4.06           Restrictions
        on Transfer.  The Corporation may place a legend upon any
        certificate representing shares acquired pursuant to an Award granted hereunder
        noting that the transfer of such shares may be restricted by applicable laws
        and
        regulations.

      


      4.07           No
        Deferral of Compensation Under Section 409A of the Code.  All
        Awards granted under the Plan are designed to not constitute a deferral of
        compensation for purposes of Section 409A of the
        Code.  Notwithstanding any other provision in this Plan to the
        contrary, all of the terms and conditions of any Awards granted under this
        Plan
        shall be designed to satisfy the exemption for stock options or stock
        appreciation rights set forth in the regulations issued under Section 409A
        of
        the Code.  Both this Plan and the terms of all Options and Stock
        Appreciation Rights granted hereunder shall be interpreted in a manner that
        requires compliance with all of the requirements of the exemption for stock
        options or stock appreciation rights set forth in the regulations issued
        under
        Section 409A of the Code.  No Optionee shall be permitted to defer the
        recognition of income beyond the exercise date of a Non-Qualified Option
        or
        Stock Appreciation Right or beyond the date that the Common Stock received
        upon
        the exercise of an Incentive Stock Option is sold.

      


      


      ARTICLE
        V

      ELIGIBILITY

      


      Awards
        may be granted to such Employees
        of the Corporation and its Subsidiary Companies as may be designated from
        time
        to time by the Board of Directors or the Committee.  Awards may not be
        granted to individuals who are not Employees or Non-Employee Directors of
        either
        the Corporation or its Subsidiary Companies.  Non-Employee Directors
        shall be eligible to receive only Non-Qualified Options.

      


      


      ARTICLE
        VI

      COMMON
        STOCK COVERED BY THE PLAN

      


      6.01           Option
        Shares.  The aggregate number of shares of Common Stock which
        may be issued pursuant to this Plan, subject to adjustment as provided in
        Article IX, shall be 195,000 shares.  None of such shares shall be the
        subject of more than one Award at any time, but if an Award as to any shares
        is
        surrendered before exercise, or expires or terminates for any reason without
        having been exercised in full, or for any other reason ceases to be exercisable,
        the number of shares covered thereby shall again become available for grant
        under the Plan as if no Awards had been previously granted with respect to
        such
        shares.  Notwithstanding the foregoing, if an Option is surrendered in
        connection with the exercise of a Stock Appreciation Right, or vice versa,
        the
        number of shares covered thereby shall not be available for grant under the
        Plan.

      


      
        
          
          

        

        
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      6.02           Source
        of Shares.  The shares of Common Stock issued under the Plan
        may be authorized but unissued shares, treasury shares, shares purchased
        by the
        Corporation on the open market or from private sources for use under the
        Plan
        or, if applicable, shares held in a grantor trust created by the
        Corporation.

      


      


      ARTICLE
        VII

      DETERMINATION
        OF

      AWARDS,
        NUMBER OF SHARES, ETC.

      


      The
        Board of Directors or the Committee
        shall, in its discretion, determine from time to time which Employees and
        Non-Employee Directors will be granted Awards under the Plan, the number
        of
        shares of Common Stock subject to each Award, and whether each Option will
        be an
        Incentive Stock Option or a Non-Qualified Stock Option.  In making
        determinations with respect to Employees, there shall be taken into account
        the
        duties, responsibilities and performance of each respective Employee, his
        present and potential contributions to the growth and success of the
        Corporation, his salary and such other factors as the Board of Directors
        or the
        Committee shall deem relevant to accomplishing the purposes of the
        Plan.

      


      


      ARTICLE
        VIII

      OPTIONS
        AND STOCK APPRECIATION RIGHTS

      


      Each
        Option granted hereunder shall be
        on the following terms and conditions:

      


      8.01           Stock
        Option Agreement.  The proper Officers on behalf of the
        Corporation and each Optionee shall execute a Stock Option Agreement which
        shall
        set forth the total number of shares of Common Stock to which it pertains,
        the
        exercise price, whether it is a Non-Qualified Option or an Incentive Stock
        Option, and such other terms, conditions, restrictions and privileges as
        the
        Board of Directors or the Committee in each instance shall deem appropriate,
        provided they are not inconsistent with the terms, conditions and provisions
        of
        this Plan.  Each Optionee shall receive a copy of his executed Stock
        Option Agreement.  Any Option granted with the intention that it will
        be an Incentive Stock Option but which fails to satisfy a requirement for
        Incentive Stock Options shall continue to be valid and shall be treated as
        a
        Non-Qualified Option.

      


      8.02           Awards
        to Employees and Non-Employee Directors.  Specific Awards to
        Employees and Non-Employee Directors shall be made to such persons and in
        such
        amounts as are determined by the Board of Directors or the
        Committee.

      


      8.03           Option
        Exercise Price.

      


      (a)           Incentive
        Stock Options.  The per share price at which the subject
        Common Stock may be purchased upon exercise of an Incentive Stock Option
        shall
        be no less than one hundred percent (100%) of the Fair Market Value of a
        share
        of Common Stock at the time such Incentive Stock Option is granted, except
        as
        provided in Section 8.10(b), and subject to any applicable adjustment pursuant
        to Article IX hereof.

      


      
        
          
          

        

        
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      (b)           Non-Qualified
        Options.  The per share price at which the subject Common
        Stock may be purchased upon exercise of a Non-Qualified Option shall be no
        less
        than one hundred percent (100%) of the Fair Market Value of a share of Common
        Stock at the time such Non-Qualified Option is granted, and subject to any
        applicable adjustment pursuant to Article IX hereof.

      


      8.04           Vesting
        and Exercise of Options.

      


      (a)           General
        Rules.  Incentive Stock Options and Non-Qualified Options
        granted hereunder shall become vested and exercisable at the rate, to the
        extent
        and subject to such limitations as may be specified by the Board of Directors
        or
        the Committee.  Notwithstanding the foregoing, no vesting shall occur
        on or after an Optionee’s employment with or service to the Corporation and all
        Subsidiary Companies is terminated for any reason other than his death or
        Disability.  In determining the number of shares of Common Stock with
        respect to which Options are vested and/or exercisable, fractional shares
        will
        be rounded up to the nearest whole number if the fraction is 0.5 or higher,
        and
        down if it is less.

      


      (b)           Accelerated
        Vesting.  Unless the Board of Directors or the Committee
        shall specifically state otherwise at the time an Option is granted, all
        Options
        granted hereunder shall become vested and exercisable in full on the date
        an
        Optionee terminates his employment with or service to the Corporation or
        a
        Subsidiary Company because of his death or Disability.  In addition,
        all options hereunder shall become immediately vested and exercisable in
        full on
        the date an  Optionee terminates his employment or service to the
        Corporation or a Subsidiary Company as the result of a Change in
        Control.

      


      8.05           Duration
        of Options.

      


      (a)           Employee
        Grants.  Except as provided in Sections 8.05(c) and 8.10,
        each Option or portion thereof shall be exercisable at any time on or after
        the
        date it vests and becomes exercisable until the earlier of (i) ten (10) years
        after its date of grant or (ii) three (3) months after the date on which
        the
        Optionee ceases to be employed by the Corporation and all Subsidiary Companies,
        unless the Board of Directors or the Committee in its discretion decides
        at the
        time of grant to extend such period of exercise upon termination of employment
        from three (3) months to a period not exceeding five (5) years.

      


      (b)           Non-Employee
        Director Grants.  Except as provided in Section 8.05(c), each
        Option or portion thereof shall be exercisable at any time on or after the
        date
        it vests and becomes exercisable until the earlier of (i) ten (10) years
        after
        its date of grant or (ii) the third annual anniversary of the date on which
        the
        Optionee ceases to be a Non-Employee Director.

      


      (c)           Exception
        for Termination Due to Death or Disability.  If an Employee
        dies while in the employ of the Corporation or a Subsidiary Company or
        terminates employment with the Corporation or a Subsidiary Company as a result
        of Disability without having fully exercised his Options, the Optionee or
        the
        executors, administrators, legatees or distributee of his estate shall have
        the
        right, during the twelve-month period following the earlier of his death
        or
        Disability, to exercise such Options to the extent vested on the date of
        such
        death or Disability.  If a Non-Employee Director dies while serving as
        a Non-Employee Director without having fully exercised his Options, the
        Non-Employee Director’s executors, administrators, legatees or distributee of
        his estate shall have the right, during the twelve-month period following
        such
        death, to exercise such Options.  In no event, however, shall any
        Option be exercisable more than ten (10) years (five (5) years for Options
        subject to Section 8.10(b) hereof) from the date it was granted.

      


      
        
          
          

        

        
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      8.06           Nonassignability.  Options
        shall not be transferable by an Optionee except by will or the laws of descent
        or distribution, and during an Optionee’s lifetime shall be exercisable only by
        such Optionee or the Optionee’s guardian or legal
        representative.  Notwithstanding the foregoing, or any other provision
        of this Plan, an Optionee who holds Non-Qualified Options may transfer such
        Options to his or her spouse, lineal ascendants, lineal descendants, or to
        a
        duly established trust for the benefit of one or more of these
        individuals.  Options so transferred may thereafter be transferred
        only to the Optionee who originally received the grant or to an individual
        or
        trust to whom the Optionee could have initially transferred the Option pursuant
        to this Section 8.06.  Options which are transferred pursuant to this
        Section 8.06 shall be exercisable by the transferee according to the same
        terms
        and conditions as applied to the Optionee.

      


      8.07           Manner
        of Exercise.  Options may be exercised in part or in whole
        and at one time or from time to time.  The procedures for exercise
        shall be set forth in the written Stock Option Agreement provided for in
        Section
        8.01 above.

      


      8.08           Payment
        for Shares.  Payment in full of the purchase price for shares
        of Common Stock purchased pursuant to the exercise of any Option shall be
        made
        to the Corporation upon exercise of the Option.  All shares sold under
        the Plan shall be fully paid and nonassessable.  Payment for shares
        may be made by the Optionee in cash or, at the discretion of the Board of
        Directors or the Committee, by delivering shares of Common Stock (including
        shares acquired pursuant to the exercise of an Option) or other property
        equal
        in Fair Market Value to the purchase price of the shares to be acquired pursuant
        to the Option, by withholding some of the shares of Common Stock which are
        being
        purchased upon exercise of an Option, or any combination of the
        foregoing.

      


      8.09           Voting
        and Dividend Rights.  No Optionee shall have any voting or
        dividend rights or other rights of a stockholder in respect of any shares
        of
        Common Stock covered by an Option prior to the time that his name is recorded
        on
        the Corporation’s stockholder ledger as the holder of record of such shares
        acquired pursuant to an exercise of an Option.

      


      8.10           Additional
        Terms Applicable to Incentive Stock Options.  All Options
        issued under the Plan as Incentive Stock Options will be subject, in addition
        to
        the terms detailed in Sections 8.01 to 8.09 above, to those contained in
        this
        Section 8.10.

      


      
        
          
          

        

        
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      (a)           Notwithstanding
        any contrary provisions contained elsewhere in this Plan and as long as required
        by Section 422 of the Code, the aggregate Fair Market Value, determined as
        of
        the time an Incentive Stock Option is granted, of the Common Stock with respect
        to which Incentive Stock Options are exercisable for the first time by an
        Optionee during any calendar year under this Plan and stock options that
        satisfy
        the requirements of Section 422 of the Code under any other stock option
        plan or
        plans maintained by the Corporation (or any parent or Subsidiary Company),
        shall
        not exceed $100,000.

      


      (b)           Limitation
        on Ten Percent Stockholders.  The price at which shares of
        Common Stock may be purchased upon exercise of an Incentive Stock Option
        granted
        to an individual who, at the time such Incentive Stock Option is granted,
        owns,
        directly or indirectly, more than ten percent (10%) of the total combined
        voting
        power of all classes of stock issued to stockholders of the Corporation or
        any
        Subsidiary Company, shall be no less than one hundred and ten percent (110%)
        of
        the Fair Market Value of a share of the Common Stock of the Corporation at
        the
        time of grant, and such Incentive Stock Option shall by its terms not be
        exercisable after the earlier of the date determined under Section 8.05 or
        the
        expiration of five (5) years from the date such Incentive Stock Option is
        granted.

      


      (c)           Notice
        of Disposition; Withholding; Escrow.  An Optionee shall
        immediately notify the Corporation in writing of any sale, transfer, assignment
        or other disposition (or action constituting a disqualifying disposition
        within
        the meaning of Section 421 of the Code) of any shares of Common Stock acquired
        through exercise of an Incentive Stock Option, within two (2) years after
        the
        grant of such Incentive Stock Option or within one (1) year after the
        acquisition of such shares, setting forth the date and manner of disposition,
        the number of shares disposed of and the price at which such shares were
        disposed of.  The Corporation shall be entitled to withhold from any
        compensation or other payments then or thereafter due to the Optionee such
        amounts as may be necessary to satisfy any withholding requirements of Federal
        or state law or regulation and, further, to collect from the Optionee any
        additional amounts which may be required for such purpose.  The
        Committee may, in its discretion, require shares of Common Stock acquired
        by an
        Optionee upon exercise of an Incentive Stock Option to be held in an escrow
        arrangement for the purpose of enabling compliance with the provisions of
        this
        Section 8.10(c).

      


      8.11           Stock
        Appreciation Rights.

      


      (a)           General
        Terms and Conditions.  The Board of Directors or the
        Committee may, but shall not be obligated to, authorize the Corporation,
        on such
        terms and conditions as it deems appropriate in each case, to grant rights
        to
        Optionees to surrender an exercisable Option, or any portion thereof, in
        consideration for the payment by the Corporation of an amount equal to the
        excess of the Fair Market Value of the shares of Common Stock subject to
        the
        Option, or portion thereof, surrendered over the exercise price of the Option
        with respect to such shares (any such authorized surrender and payment being
        hereinafter referred to as a “Stock Appreciation Right”).  Such
        payment, at the discretion of the Board of Directors or the Committee, may
        be
        made in shares of Common Stock valued at the then Fair Market Value thereof,
        or
        in cash, or partly in cash and partly in shares of Common Stock.

      


      
        
          
          

        

        
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      The
        terms and conditions set with
        respect to a Stock Appreciation Right may include (without limitation), subject
        to other provisions of this Section 8.11 and the Plan, the period during
        which,
        date by which or event upon which the Stock Appreciation Right may be exercised
        (which shall be on the same terms as the Option to which it relates pursuant
        to
        Section 8.04 hereunder); the method for valuing shares of Common Stock for
        purposes of this Section 8.11; a ceiling on the amount of consideration which
        the Corporation may pay in connection with exercise and cancellation of the
        Stock Appreciation Right; and arrangements for income tax
        withholding.  The Board of Directors or the Committee shall have
        complete discretion to determine whether, when and to whom Stock Appreciation
        Rights may be granted.  Notwithstanding the foregoing, the Corporation
        may not permit the exercise of a Stock Appreciation Right issued pursuant
        to
        this Plan until the Corporation has been subject to the reporting requirements
        of Section 13 of the Exchange Act for a period of at least one year prior
        to the
        exercise of any such Stock Appreciation Right.

      


      (b)           Time
        Limitations.  If a holder of a Stock Appreciation Right
        terminates service with the Corporation, the Stock Appreciation Right may
        be
        exercised only within the period, if any, within which the Option to which
        it
        relates may be exercised.  Notwithstanding the foregoing, any election
        by an Optionee to exercise the Stock Appreciation Rights provided in this
        Plan
        shall be made during the period beginning on the third business day following
        the release for publication of quarterly or annual financial information
        required to be prepared and disseminated by the Corporation pursuant to the
        requirements of the Exchange Act and ending on the twelfth business day
        following such date.  The required release of information shall be
        deemed to have been satisfied when the specified financial data appears on
        or in
        a wire service, financial news service or newspaper of general circulation
        or is
        otherwise first made publicly available.

      


      (c)           Effects
        of Exercise of Stock Appreciation Rights or Options.  Upon
        the exercise of a Stock Appreciation Right, the number of shares of Common
        Stock
        available under the Option to which it relates shall decrease by a number
        equal
        to the number of shares for which the Stock Appreciation Right was exercised.
        Upon the exercise of an Option, any related Stock Appreciation Right shall
        terminate as to any number of shares of Common Stock subject to the Stock
        Appreciation Right that exceeds the total number of shares for which the
        Option
        remains unexercised.

      


      (d)           Time
        of Grant.  A Stock Appreciation Right shall be granted
        concurrently with the Option to which it relates.

      


      (e)           Non-Transferable.  The
        holder of a Stock Appreciation Right may not transfer or assign the Stock
        Appreciation Right otherwise than by will or in accordance with the laws
        of
        descent and distribution, and during a holder’s lifetime a Stock Appreciation
        Right may be exercisable only by the holder.

      


      
        
          
          

        

        
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      ARTICLE
        IX

      ADJUSTMENTS
        FOR CAPITAL CHANGES

      


      9.01    General
        Adjustments.  The aggregate number of shares of Common Stock
        available for issuance under this Plan, the number of shares to which any
        Award
        relates and the exercise price per share of Common Stock under any Award
        shall
        be proportionately adjusted for any increase or decrease in the total number
        of
        outstanding shares of Common Stock issued subsequent to the Effective Date
        of
        this Plan resulting from a split, subdivision or consolidation of shares
        or any
        other capital adjustment, the payment of a stock dividend, or other increase
        or
        decrease in such shares effected without receipt or payment of consideration
        by
        the Corporation.

      


      9.02     Adjustments
        for
        Mergers and Other Corporate Transactions.  If, upon a merger,
        consolidation, reorganization, liquidation, recapitalization or the like
        of the
        Corporation, the shares of the Corporation’s Common Stock shall be exchanged for
        other securities of the Corporation or of another corporation, each Award
        shall
        be converted, subject to the conditions herein stated, into the right to
        purchase or acquire such number of shares of Common Stock or amount of other
        securities of the Corporation or such other corporation as were exchangeable
        for
        the number of shares of Common Stock of the Corporation which such Optionees
        would have been entitled to purchase or acquire except for such action, and
        appropriate adjustments shall be made to the per share exercise price of
        outstanding Awards, provided that in each case the number of shares or other
        securities subject to the substituted or assumed stock options and the exercise
        price thereof shall be determined in a manner that satisfies the requirements
        of
        Treasury Regulation §1.424-1 and the regulations issued under Section 409A of
        the Code so that the substituted or assumed option is not deemed to be a
        modification of the outstanding Options.

      


      


      ARTICLE
        X

      AMENDMENT
        AND TERMINATION OF THE PLAN

      


      The
        Board may, by resolution, at any
        time terminate or amend the Plan with respect to any shares of Common Stock
        as
        to which Awards have not been granted, subject to regulations of the OTS
        and any
        required stockholder approval or any stockholder approval which the Board
        may
        deem to be advisable for any reason, such as for the purpose of obtaining
        or
        retaining any statutory or regulatory benefits under tax, securities or other
        laws or satisfying any applicable stock exchange listing
        requirements.  The Board may not, without the consent of the holder of
        an Award, alter or impair any Award previously granted or awarded under this
        Plan as specifically authorized herein.

      


      


      ARTICLE
        XI

      EMPLOYMENT
        RIGHTS

      


      Neither
        the Plan nor the grant of any
        Awards hereunder nor any action taken by the Committee or the Board in
        connection with the Plan shall create any right on the part of any Employee
        or
        Non-Employee Director of the Corporation or a Subsidiary Company to continue
        in
        such capacity.

      


      
        
          
          

        

        
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      ARTICLE
        XII

      WITHHOLDING

      


      12.01     Tax
        Withholding.  The Corporation may withhold from any cash
        payment made under this Plan sufficient amounts to cover any applicable
        withholding and employment taxes, and if the amount of such cash payment
        is
        insufficient, the Corporation may require the Optionee to pay to the Corporation
        the amount required to be withheld as a condition to delivering the shares
        acquired pursuant to an Award.  The Corporation also may withhold or
        collect amounts with respect to a disqualifying disposition of shares of
        Common
        Stock acquired pursuant to exercise of an Incentive Stock Option, as provided
        in
        Section 8.10(c).

      


      12.02     Methods
        of Tax
        Withholding.  The Board of Directors or the Committee is
        authorized to adopt rules, regulations or procedures which provide for the
        satisfaction of an Optionee’s tax withholding obligation by the retention of
        shares of Common Stock to which the Employee would otherwise be entitled
        pursuant to an Award and/or by the Optionee’s delivery of previously-owned
        shares of Common Stock or other property.

      


      ARTICLE
        XIII

      EFFECTIVE
        DATE OF THE PLAN; TERM

      


      13.01             Effective
        Date of the Plan.  This Plan as originally adopted was
        effective as of the Effective Date, and Awards may be granted hereunder as
        of or
        after the Effective Date and no later than the termination of the
        Plan.  This Plan was approved by the requisite vote of the holders of
        the outstanding voting shares of the Corporation at a meeting of stockholders
        of
        the Corporation held within twelve (12) months of the Effective
        Date.  The amendment and restatement of this Plan was adopted
        effective as of November 20, 2007.

      


      13.02             Term
        of Plan.  Unless sooner terminated, this Plan shall remain in
        effect for a period of ten (10) years ending on the tenth anniversary of
        the
        Effective Date.  Termination of the Plan shall not affect any Awards
        previously granted and such Awards shall remain valid and in effect until
        they
        have been fully exercised or earned, are surrendered or by their terms expire
        or
        are forfeited.

      


                             
        

      ARTICLE
        XIV
        
          	
                   MISCELLANEOUS

                
	 


        

      

       

      


      14.01         
          Governing Law.  To the extent not
        governed by Federal law, this Plan shall be construed under the laws of the
        Commonwealth of Pennsylvania.

      


      14.02             Pronouns.  Wherever
        appropriate, the masculine pronoun shall include the feminine pronoun, and
        the
        singular shall include the plural.

       

       

      
        
          
          

        

        
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