exhibit10-10.htm


     

    
      

      

    

    
      Exhibit
        10.10

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      ESB
        FINANCIAL CORPORATION

      AMENDED
        AND RESTATED 2001 STOCK OPTION PLAN

      


      


      ARTICLE
        I

      ESTABLISHMENT
        OF THE PLAN

      


      ESB
        Financial Corporation (the
“Corporation”) hereby amends and restates its 2001 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 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 as defined
        in
        Rule 16b-3(b)(3)(i) of the Exchange Act or any successor thereto and within
        the
        meaning of Section 162(m) of the Code and the regulations promulgated
        thereunder.

       

      
        
          
          

        

        
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      3.07           “Common
        Stock” means shares of the common stock, $.01 par value per share, of the
        Corporation.

      


      3.08           “Disability”
        means in the case of any Optionee 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 of the Corporation or Board of Directors
        of the Bank, including an advisory director or a director emeritus of the
        Board
        of the Corporation and/or the Bank,  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 or former Employee or Non-Employee
        Director to whom an Option is granted under the Plan.

      


      3.19           “Retirement”
        means a termination of employment which constitutes a “retirement” under any
        applicable qualified pension benefit plan maintained by the Corporation or
        a
        Subsidiary Corporation, or, if no such plan is applicable, which would
        constitute “retirement” under the Corporation’s qualified retirement plan, if
        such individual were a participant in that plan.

      


      3.20           “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 8.10.

      


      3.21           “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 Option 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 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.

      


      
        
          
          

        

        
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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,
        as defined in Rule 16b-3(b)(3)(i) of the Exchange Act or any successor
        thereto.  In addition, each member of the Committee shall be an
“outside director” within the meaning of Section 162(m) of the Code and
        regulations thereunder at such times as is required under such
        regulations.  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 or the Committee may by resolution
        immediately revoke, rescind and terminate any Option, or portion thereof,
        to the
        extent not yet vested 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
        and Bylaws or the Bank’s Charter and Bylaws shall terminate as of the effective
        date of such removal.

      


      4.04           Limitation
        on Liability.  Neither the members of the Board 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
        by it pursuant thereto or any Awards granted under it.  If a member of
        the Board or 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.

      


      
        
          
          

        

        
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      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 may be
        exercised if such exercise would be contrary to applicable laws and
        regulations.

      


      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
        and Non-Employee Directors of the Corporation and its Subsidiary Companies
        as
        may be designated from time to time by the Board 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 290,000.  None of such shares shall be the
        subject of more than one Award at any time, but if an Option 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.

      


      
        
          
          

        

        
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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 or shares purchased
        by
        the Corporation on the open market or from private sources for use under
        the
        Plan.

      


      


      ARTICLE
        VII

      DETERMINATION
        OF

      AWARDS,
        NUMBER OF SHARES, ETC.

      


      


      7.01           Determination
        of Awards.  The Board 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, whether each Option will be an Incentive
        Stock Option or a Non-Qualified Stock Option and the exercise price of an
        Option.  In making all such determinations there shall be taken into
        account the duties, responsibilities and performance of each Optionee, his
        present and potential contributions to the growth and success of the
        Corporation, his salary and such other factors deemed relevant to accomplishing
        the purposes of the Plan.

      


      7.02           Maximum
        Awards to any Person.  Notwithstanding anything contained in
        this Plan to the contrary, the maximum number of shares of Common Stock to
        which
        Awards may be granted to any individual in any calendar year shall be
        50,000.

      


      


      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 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.

      


      
        
          
          

        

        
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      8.02           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 8.09(b), and subject to any applicable adjustment pursuant
        to Article IX hereof.

      


      (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
        established by the Committee at the time of grant, but in no event shall
        be less
        than the greater of (i) the par value or (ii) 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.

      


      8.03           Vesting
        and Exercise of Options.

      


      (a)           General
        Rules.  Incentive Stock Options and Non-Qualified Options
        shall become vested and exercisable at the rate, to the extent and subject
        to
        such limitations as may be specified by the Board or the
        Committee.  Notwithstanding the foregoing, no vesting shall occur on
        or after an Optionee’s employment or service as a Non-Employee Director to the
        Corporation and all Subsidiary Companies is terminated for any reason other
        than
        his death, Disability, Retirement or a Change in Control.  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 Committee or Board shall specifically
        state otherwise at the time an Option is granted, all Options granted under
        this
        Plan shall become vested and exercisable in full on the date an Optionee
        terminates his employment with the Corporation or a Subsidiary Company or
        service as a Non-Employee Director because of his death, Disability or
        Retirement.  In addition, all outstanding Options shall become
        immediately vested and exercisable in full as of the effective date of a
        Change
        in Control.

      


      8.04           Duration
        of Options.

      


      (a)           Employee
        Grants.  Except as provided in Sections 8.04(c) and 8.09,
        each Option or portion thereof granted to an Employee shall be exercisable
        at
        any time on or after the date it vests and remain 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 Employee ceases to be employed by Corporation and all
        Subsidiary Companies, or any successor thereto, unless the Board or the
        Committee in its discretion decides at the time of grant to extend such period
        of exercise upon termination of employment or service  to a period not
        exceeding five (5) years.

      


      
        
          
          

        

        
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      (b)           Non-Employee
        Director Grants.  Except as provided in Section 8.04(c), each
        Option or portion thereof granted to a Non-Employee Director 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) years the date on which the Optionee ceases to serve as a Non-Employee
        Director.

      


      (c)           Exceptions.
        Unless the Board or the Committee shall specifically state otherwise at the
        time
        an Option is granted, if an Employee terminates his employment with the
        Corporation or a Subsidiary Company as a result of Disability or Retirement
        without having fully exercised his Options, the Employee shall have the right,
        during the one (1) year period following his termination due to Disability
        or
        Retirement, to exercise such Options.

      


      Unless
        the Board or the Committee shall
        specifically state otherwise at the time an Option is granted, if an Employee
        or
        Non-Employee Director terminates his employment or service with the Corporation
        or a Subsidiary Company following a Change in Control without having fully
        exercised his Options, the Optionee shall have the right to exercise such
        Options during the remainder of the original ten (10) year term (or five (5) year term for
        Options
        subject to Section 8.09(b) hereof) of the Option from the date of
        grant.

      


      If
        an Optionee dies while in the employ
        or service of the Corporation or a Subsidiary Company or terminates employment
        or service with the Corporation or a Subsidiary Company as a result of
        Disability or Retirement and dies without having fully exercised his Options,
        the executors, administrators, legatees or distributees of his estate shall
        have
        the right, during the one (1) year period following his 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 8.09(b) hereof) from the date it was granted.

      


      8.05           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 8.05.  Options which are transferred pursuant to this
        Section 8.05 shall be exercisable by the transferee according to the same
        terms
        and conditions as applied to the Optionee.

      


      8.06           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.

      


      
        
          
          

        

        
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      8.07           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 (i) in cash or by check, (ii) by delivery of
        a
        properly executed exercise notice, together with irrevocable instructions
        to a
        broker to sell the shares and then to properly deliver to the Corporation
        the
        amount of sale proceeds to pay the exercise price, all in accordance with
        applicable laws and regulations and Emerging Issues Task Force Issue No.
        00-23
        and Financial Accounting Standards Board Statement No. 123R, (iii) at the
        discretion of the Board or the Committee, by delivering shares of Common
        Stock
        (including shares acquired pursuant to the exercise of an Option) equal in
        Fair
        Market Value to the purchase price of the shares to be acquired pursuant
        to the
        Option, (iv) at the discretion of the Board or the Committee, by withholding
        some of the shares of Common Stock which are being purchased upon exercise
        of an
        Option, or (v) any combination of the foregoing.  With respect to
        subclause (iii) hereof, the shares of Common Stock delivered to pay the purchase
        price must have either been (x) purchased in open market transactions or
        (y)
        issued by the Corporation pursuant to a plan thereof, in each case more than
        six
        months prior to the exercise date of the Option.

      


      8.08           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.

      


      8.09           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 8.08 above, to those contained in
        this
        Section 8.09.

      


      (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 8.04 or
        the
        expiration of five (5) years from the date such Incentive Stock Option is
        granted.

      


      
        
          
          

        

        
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      (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 8.09(c).

      


      8.10           Stock
        Appreciation Rights.

      


      (a)           General
        Terms and Conditions.  The Board 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 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.

      


      The
        terms and conditions set with
        respect to a Stock Appreciation Right may include (without limitation), subject
        to other provisions of this Section 8.10 and the Plan: the period during
        which,
        date by which or event upon which the Stock Appreciation Right may be exercised;
        the method for valuing shares of Common Stock for purposes of this Section
        8.10;
        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 or the Committee
        shall have complete discretion to determine whether, when and to whom Stock
        Appreciation Rights may be granted.

      


      (b)           Time
        Limitations.  If a holder of a Stock Appreciation Right
        terminates service with the Corporation as an Officer or Employee, the Stock
        Appreciation Right may be exercised only within the period, if any, within
        which
        the Option to which it relates may be exercised.

      


      
        
          
          

        

        
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      (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 granted in connection
        with an Incentive Stock Option must be granted concurrently with the Option
        to
        which it relates, and a Stock Appreciation Right granted in connection with
        a
        Non-Qualified Option must also 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.

      


      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
        outstanding Award relates, the maximum number of shares that can be covered
        by
        Awards to each Employee, each Non-Employee Director and all Non-Employee
        Directors as a group, and the exercise price per share of Common Stock under
        any
        outstanding Option 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 Options, 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.

      


      
        
          
          

        

        
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      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 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 except as specifically authorized
        herein.

      


      ARTICLE
        XI

      EMPLOYMENT
        AND SERVICE 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 to continue in such capacity.

      


      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 8.09(c).

      


      12.02    Methods
        of Tax
        Withholding.  The Board 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 no
        earlier than the date that this Plan was approved by stockholders of the
        Corporation and no later than the termination of the Plan.  The
        stockholders of the Corporation approved this Plan as originally adopted
        pursuant to Article XIV hereof.  The amendment and restatement of this
        Plan was adopted effective as of November 20, 2007.

      


      
        
          
          

        

        
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      13.02          Term
        of the 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

      STOCKHOLDER
        APPROVAL

      


      The
        stockholders of the Corporation
        approved this Plan as originally adopted at a meeting of stockholders of
        the
        Corporation held within twelve (12) months following the Effective Date in
        order
        to meet the requirements of (i) Section 422 of the Code and regulations
        thereunder, (ii) Section 162(m) of the Code and regulations thereunder, and
        (iii) the National Association of Securities Dealers, Inc. for quotation
        of the
        Common Stock on the Nasdaq Stock Market’s National Market.

      


      ARTICLE
        XV

      MISCELLANEOUS

      


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

      


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

       

       

      
        
          
          

        

        
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