exhibit10-11.htm


     

    
      

      

    

    
      Exhibit
        10.11

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      ESB
        FINANCIAL CORPORATION

      AMENDED
        AND RESTATED 2005 STOCK INCENTIVE PLAN

      


      


      ARTICLE
        I

      ESTABLISHMENT
        OF THE PLAN

      


      ESB
        Financial Corporation (the “Corporation”) hereby amends and restates its 2005
        Stock Incentive 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, Stock Appreciation Right or Share Award granted pursuant
        to the
        terms of this Plan.

      


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

      


      3.03           “Beneficiary”
        means the person or persons designated by a Recipient or Optionee to receive
        any
        benefits payable under the Plan in the event of such Recipient’s
        death.  Such person or persons shall be designated in writing on forms
        provided for this purpose by the Committee and may be changed from time to
        time
        by similar written notice to the Committee.  In the absence of a
        written designation, the Beneficiary shall be the Recipient’s surviving spouse,
        if any, or if none, his estate.

      


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

      


      3.05           “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.

      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

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

      


      3.07           “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 (i) as defined
        in Rule 16b-3(b)(3)(i) of the Exchange Act or any successor thereto and (ii)
        within the meaning of Section 162(m) of the Code and the regulations promulgated
        thereunder.

      


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

      


      3.09           “Disability”
        means in the case of any Optionee or Recipient that the Optionee or Recipient:
        (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).

      


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

      


      3.11           “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.

      


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

      


      3.13           “Exercise
        Price” means the price at which a share of Common Stock may be purchased by an
        Optionee pursuant to an Option.

      


      3.14           “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.

      


      
        
          
          

        

        
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      3.15           “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.

      


      3.16           “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.

      


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

      


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

      


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

      


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

      


      3.21           “Performance
        Share Award” means a Share Award granted to a Recipient pursuant to Section 9.06
        of the Plan.

      


      3.22           “Performance
        Goal” means an objective for the Corporation or any Subsidiary Company or any
        unit thereof or any Employee of the foregoing that may be established by
        the
        Committee for a Performance Share Award to become vested, earned or
        exercisable.  The establishment of Performance Goals are intended to
        make the applicable Performance Share Awards “performance based” compensation
        within the meaning of Section 162(m) of the Code, and the Performance Goals
        shall be based on one or more of the following criteria:

      


      
        	
                 

              	
                (i)

              	
                net
                  income, as adjusted for non-recurring
                  items;

              


      

      
        	
                 

              	
                (ii)

              	
                cash
                  earnings;

              


      

      
        	
                 

              	
                (iii)

              	
                earnings
                  per share;

              


      

      
        	
                 

              	
                (iv)

              	
                cash
                  earnings per share;

              


      

      
        	
                 

              	
                (v)

              	
                return
                  on average equity;

              


      

      
        	
                 

              	
                (vi)

              	
                return
                  on average assets;

              


      

      
        	
                 

              	
                (vii)

              	
                assets;

              


      

      
        	
                 

              	
                (viii)

              	
                stock
                  price;

              


      

      
        	
                 

              	
                (ix)

              	
                total
                  stockholder return;

              


      

      
        	
                 

              	
                (x)

              	
                capital;

              


      

      
        	
                 

              	
                (xi)

              	
                net
                  interest income;

              


      

      
        	
                 

              	
                (xii)

              	
                market
                  share;

              


      

      
        	
                 

              	
                (xiii)

              	
                cost
                  control or efficiency ratio; and

              


      

      
        	
                 

              	
                (xiv)

              	
                asset
                  growth.

              


      

      


      
        
          
          

        

        
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      3.23           “Recipient”
        means an Employee who receives a Share Award or Performance Share Award under
        the Plan.

      


      3.24           “Retirement”
        means a termination of employment which constitutes a retirement under the
        Corporation’s qualified retirement 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.

      


      3.25           “Share
        Award” means a right granted under this Plan to receive a distribution of shares
        of Common Stock upon completion of the service and other requirements described
        in Article IX and includes Performance Share Awards.

      


      3.26           “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.

      


      3.27           “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 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 13.02 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 Award, or portion thereof,
        to the
        extent not yet vested or 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.  Awards 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.

      


      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.

      


      
        
          
          

        

        
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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 Options or Stock Appreciation
        Rights 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.  No
        Recipient shall be permitted to defer the recognition of income beyond the
        date
        a Share Award shall be deemed earned pursuant to Article IX of this
        Plan.

      


      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 under the Plan.

      


      


      ARTICLE
        VI

      COMMON
        STOCK COVERED BY THE PLAN

      


      6.01           Number
        of Shares.  The aggregate number of shares of Common Stock
        which may be issued pursuant to this Plan, subject to adjustment as provided
        in
        Article X, shall be 650,000.  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 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.

      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      6.02           Source
        ofShares.  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
        and
        whether a Share Award will be a Performance Share Award.  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           Limitation
        on Share Awards.  Notwithstanding anything contained in this
        Plan to the contrary, the maximum number of shares of Common Stock to which
        Share Awards may be issued under this Plan shall be 130,000 shares, or 20%
        of
        the total shares available for issuance under this Plan.  None of such
        shares shall be the subject of more than one Award at any time, but if a
        Share
        Award as to any shares is surrendered before vested, or expires or terminates
        for any reason without vesting in full, 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.

      


      7.03           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
        shares.

      


      


      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).

      


      (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.

      


      
        	
                 

              	
                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 with 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 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 it vests and becomes exercisable until
        the
        earlier of (i) ten (10) years after its date of grant or (ii) three (3) years
        after 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 the
        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.

      


      (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.

      


      
        
          
          

        

        
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      (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

      SHARE
        AWARDS

      


      9.01           Share
        Award Notice.  As promptly as practicable after the granting
        of a Share Award pursuant to the terms hereof, the Board or the Committee
        shall
        notify the Recipient in writing of the grant of the Share Award, the number
        of
        shares covered by the Share Award, whether the Share Award is a Performance
        Share Award and the terms upon which the shares subject to the Share Award
        shall
        be distributed to the Recipient.  The Board or the Committee shall
        maintain records as to all grants of Share Awards and Performance Share Awards
        under the Plan.

      


      9.02           Earning
        Plan Shares; Forfeitures.

      


      (a)           General
        Rules.  Subject to the terms hereof, Share Awards granted
        hereunder shall be earned at the rate and to the extent as may be specified
        by
        the Committee at the date of grant thereof.  If the employment of an
        Employee is terminated before the Share Award has been completely earned
        for any
        reason (except as specifically provided in subsections (b) and (c) below),
        the
        Recipient shall forfeit the right to any shares subject to the Share Award
        which
        have not theretofore been earned.  In the event of a forfeiture of the
        right to any shares subject to a Share Award, such forfeited shares shall
        become
        available for grant pursuant to Articles VI and VII as if no Share Award
        had
        been previously granted with respect to such shares.  No fractional
        shares shall be distributed pursuant to this Plan.

      


      (b)           Exception
        for Termination Due to Death or Disability. 
        Notwithstanding the general rule contained in Section 9.02(a), all shares
        subject to a Share Award held by a Recipient whose employment with the
        Corporation or any Subsidiary Company terminates due to death or Disability
        shall be deemed fully earned as of the Recipient’s last day of employment with
        the Corporation or any Subsidiary Company and shall be distributed as soon
        as
        practicable thereafter.

      


      
        
          
          

        

        
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      (c)           Exception
        for a Change in Control.  Notwithstanding the general rule
        contained in Section 9.02(a), all shares subject to a Share Award held by
        a
        Recipient shall be deemed to be fully earned as of the effective date of
        a
        Change in Control.

      


      9.03           Dividends
        and Voting.  A Recipient shall not be entitled to receive any
        cash dividends declared on the Common Stock with respect to any unvested
        Share
        Award.  A Recipient shall not be entitled to any voting rights with
        respect to any unvested Share Award which has not yet been earned and
        distributed to him or her pursuant to Section 9.04.

      


      9.04           Distribution
        of Plan Shares.

      


      (a)           Timing
        of Distributions:  General Rule.  Subject to the
        provisions of Section 9.06 hereof, shares shall be distributed to the Recipient
        or his Beneficiary, as the case may be, as soon as practicable after they
        have
        been earned.

      


      (b)           Form
        of Distributions.  All shares shall be distributed in the
        form of Common Stock.  One share of Common Stock shall be given for
        each share earned and distributable.

      


      (c)           Restrictions
        on Selling of Plan Shares.  Share Awards may not be sold,
        assigned, pledged or otherwise disposed of prior to the time that they are
        earned and distributed pursuant to the terms of this Plan.  Upon
        distribution, the Board or the Committee may require the Recipient or his
        Beneficiary, as the case may be, to agree not to sell or otherwise dispose
        of
        his distributed shares except in accordance with all then applicable federal
        and
        state securities laws, and the Board or the Committee may cause a legend
        to be
        placed on the stock certificate(s) representing the distributed shares in
        order
        to restrict the transfer of the distributed shares for such period of time
        or
        under such circumstances as the Board or the Committee, upon the advice of
        counsel, may deem appropriate.

      


      9.05           Rights
        of Recipients.  Notwithstanding anything to the contrary
        herein, a Participant who receives a Share Award payable in Common Stock
        shall
        have no rights as a stockholder until the Common Stock is issued pursuant
        to the
        terms of the Award Agreement.

      


      9.06           Performance
        Awards

      


      (a)           Designation
        of Performance Share Awards.  The Committee may determine to
        make any Share Award a Performance Share Award by making such Share Award
        contingent upon the achievement of a Performance Goal or any combination
        of
        Performance Goals.  Each Performance Share Award shall be evidenced by
        a written agreement (“Award Agreement”), which shall set forth the Performance
        Goals applicable to the Performance Share Award, the maximum amounts payable
        and
        such other terms and conditions as are applicable to the Performance Share
        Award.  Each Performance Share Award shall be granted and administered
        to comply with the requirements of Section 162(m) of the Code.

      


      
        
          
          

        

        
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      (b)           Timing
        of Grants.  Any Performance Share Award shall be made not
        later than 90 days after the start of the period for which the Performance
        Share
        Award relates and shall be made prior to the completion of 25% of such
        period.  All determinations regarding the achievement of any
        Performance Goals will be made by the Committee. The Committee may not increase
        during a year the amount of a Performance Share Award that would otherwise
        be
        payable upon achievement of the Performance Goals but may reduce or eliminate
        the payments as provided for in the Award Agreement.

      


      (c)           Restrictions
        on Grants.  Nothing contained in the Plan will be deemed in
        any way to limit or restrict the Committee from making any Award or payment
        to
        any person under any other plan, arrangement or understanding, whether now
        existing or hereafter in effect.

      


      (d)           Distribution.  No
        Performance Share Award or portion thereof that is subject to the attainment
        or
        satisfaction of a condition of a Performance Goal shall be distributed or
        considered to be earned or vested until the Committee certifies in writing
        that
        the conditions or Performance Goal to which the distribution, earning or
        vesting
        of such Award is subject have been achieved.

      


      9.07.       
         Nontransferable. Share Awards and Performance Share
        Awards and rights to shares shall not be transferable by a Recipient, and
        during
        the lifetime of the Recipient, shares which are the subject of Share Awards
        may
        only be earned by and paid to a Recipient who was notified in writing of
        a Share
        Award by the Committee pursuant to Section 9.01.  No Recipient or
        Beneficiary shall have any right in or claim to any assets of the Plan nor
        shall
        the Corporation or any Subsidiary Company be subject to any claim for benefits
        hereunder.

      


      


      ARTICLE
        X

      ADJUSTMENTS
        FOR CAPITAL CHANGES

      


      10.01       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.

      


      10.02       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 or Recipients 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
        XI

      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
        XII

      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
        XIII

      WITHHOLDING

      


      13.01    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 or Recipient 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).

      


      13.02        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 or Recipient’s tax withholding obligation by the retention of
        shares of Common Stock to which the Optionee or Recipient 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.

      


      
        
          
          

        

        
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      ARTICLE
        XIV

      EFFECTIVE
        DATE OF THE PLAN; TERM

      


      14.01         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
        at a
        meeting held on April 20, 2005 pursuant to Article XV hereof.  The
        amendment and restatement of this Plan was adopted effective as of November
        20,
        2007.

      


      14.02         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
        XV

      STOCKHOLDER
        APPROVAL

      


      The
        stockholders of the Corporation approved this Plan as originally adopted
        at a
        meeting of stockholders of the Corporation held on April 20, 2005 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
        XVI

      MISCELLANEOUS

      


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

      


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

       

       

      
        
          
          

        

        
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