white-corpagreement.htm


     

    
      

      

    

    
      
        Exhibit
          10.1

         

         

        ABINGTON
          BANCORP, INC.

        AMENDED
          AND RESTATED EMPLOYMENT AGREEMENT

        


        


        This
          AMENDED AND RESTATED EMPLOYMENT
          AGREEMENT (this “Agreement”), is made and entered into as of the 28th day
          of November
          2007, between Abington Bancorp, Inc. (the “Corporation”), a Pennsylvania
          corporation, and Robert W. White (the “Executive”).

        


        WITNESSETH:

        


        WHEREAS,
          the Executive is currently employed as President and Chief Executive Officer
          of
          the Corporation, and the Executive and the Corporation have previously
          entered
          into an employment agreement dated December 29, 2006 (the “Prior
          Agreement”);

        


        WHEREAS,
          the Executive also is currently employed as President and Chief Executive
          Officer of Abington Savings Bank, a Pennsylvania chartered stock-form savings
          bank and wholly owned subsidiary of the Corporation doing business as Abington
          Bank (the “Bank”);

        


        WHEREAS,
          the Corporation and the Bank are referred to together herein as the
“Employers”;

        


        WHEREAS,
          the Corporation desires to amend and restate the Prior Agreement in order
          to
          make changes to comply with Section 409A of the Code, as well as certain
          other
          changes;

        


        NOW
          THEREFORE, in consideration of the mutual agreements herein contained,
          and upon
          the other terms and conditions hereinafter provided, the Corporation and
          the
          Executive hereby agree as follows:

        


        1.           Definitions.  The
          following words and terms shall have the meanings set forth below for the
          purposes of this Agreement:

        


        (a)           Base
          Salary.  “Base Salary” shall have the meaning set forth in
          Section 3(a) hereof.

        


        (b)           Cause.  Termination
          of the Executive's employment for “Cause” shall mean termination because of
          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 or material breach of
          any
          provision of this Agreement.  For purposes of this paragraph, no act
          or failure to act on the part of the Executive shall be considered "willful"
          unless done, or omitted to be done, by the Executive not in good faith
          and
          without reasonable belief that the Executive’s action or omission was in the
          best interests of the Employers.

        


        (c)           Change
          in Control.  “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.

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        (d)           Code.  “Code”
          shall mean the Internal Revenue Code of 1986, as amended.

        


        (e)           Date
          of Termination.  “Date of Termination” shall mean (i) if the
          Executive's employment is terminated for Cause, the date on which the Notice
          of
          Termination is given, and (ii) if the Executive's employment is terminated
          for
          any other reason, the date specified in such Notice of Termination.

        


        (f)           Disability.  “Disability”
          shall mean the Executive (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
          Employers.

        


        (g)           Good
          Reason.  Termination by the Executive of the Executive's
          employment for “Good Reason” shall mean termination by the Executive based on
          the occurrence of any of the following events:

        


        
          	
                   

                	
                  (i)

                	
                  any
                    material breach of this Agreement by the Corporation, including
                    without
                    limitation any of the following: (A) a material diminution in
                    the
                    Executive’s base compensation, (B) a material diminution in the
                    Executive’s authority, duties or responsibilities, or (C) any requirement
                    that the Executive report to a corporate officer or employee
                    of the
                    Employers instead of reporting directly to the Boards of Directors
                    of the
                    Employers, or

                


        

        


        
          	
                   

                	
                  (ii)

                	
                  any
                    material change in the geographic location at which the Executive
                    must
                    perform his services under this
                    Agreement;

                


        

        


        provided,
          however, that prior to any termination of employment for Good Reason, the
          Executive must first provide written notice to the Employers within ninety
          (90)
          days of the initial existence of the condition, describing the existence
          of such
          condition, and the Employers shall thereafter have the right to remedy
          the
          condition within thirty (30) days of the date the Employers received the
          written
          notice from the Executive.  If the Employers remedy the condition
          within such thirty (30) day cure period, then no Good Reason shall be deemed
          to
          exist with respect to such condition.  If the Employers do not remedy
          the condition within such thirty (30) day cure period, then the Executive
          may
          deliver a Notice of Termination for Good Reason at any time within sixty
          (60)
          days following the expiration of such cure period.

        


        (h)           IRS.  IRS
          shall mean the Internal Revenue Service.

        


        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

        (i)           Notice
          of Termination.  Any purported termination of the Executive's
          employment by the Corporation for any reason, including without limitation
          for
          Cause, Disability or Retirement, or by the Executive for any reason, including
          without limitation for Good Reason, shall be communicated by a written
“Notice
          of Termination” to the other party hereto.  For purposes of this
          Agreement, a “Notice of Termination” shall mean a dated notice which (i)
          indicates the specific termination provision in this Agreement relied upon,
          (ii)
          sets forth in reasonable detail the facts and circumstances claimed to
          provide a
          basis for termination of the Executive's employment under the provision
          so
          indicated, (iii) specifies a Date of Termination, which shall be not less
          than
          fifteen (15) nor more than ninety (90) days after such Notice of Termination
          is
          given, except in the case of the Corporation's termination of the Executive's
          employment for Cause, which shall be effective immediately, and (iv) is
          given in
          the manner specified in Section 11 hereof.

        


        (j)           Retirement.  “Retirement”
          shall mean voluntary termination by the Executive in accordance with the
          Employers' retirement policies, including early retirement, generally applicable
          to their salaried employees.

        


        2.           Titles;
          Term of Employment.

        


        (a)           The
          Corporation hereby employs the Executive as President and Chief Executive
          Officer and the Executive hereby accepts said employment and agrees to
          render
          such services to the Corporation on the terms and conditions set forth
          in this
          Agreement.  During the term of this Agreement, the Executive shall
          perform such executive services for the Corporation as may be consistent
          with
          his titles and from time to time assigned to him by the Corporation's Board
          of
          Directors.  The Executive shall also keep himself up to date with and
          familiar with developments in the thrift industry and attend substantially
          all
          of the regular monthly meetings of the Board of Directors and periodic
          meetings
          of the various committees of the Board, as requested. He shall work at
          the main
          office of the Corporation, as that shall be designated from time to
          time.

        


        (b)           The
          term of employment under this Agreement shall be for three years beginning
          on
          the date of this Agreement and ending on the third anniversary of the date
          of
          this Agreement, plus such extensions, if any, as are provided below (the
          "Employment Period").  Except as provided in Section 2(c), beginning
          on the date of this Agreement, on each day during the Employment Period,
          the
          Employment Period shall automatically be extended for one additional day,
          unless
          either the Corporation, on the one hand, or the Executive, on the other
          hand,
          elects not to extend the Agreement further by giving written notice thereof
          to
          the other party, in which case the Employment Period shall end on the third
          anniversary of the date on which such written notice is given. Upon termination
          of the Executive's employment with the Corporation for any reason whatsoever,
          any daily extensions provided pursuant to this Section 2(b), if not theretofore
          discontinued, shall automatically cease. Prior to December 31, 2007 and
          each
          December 31 thereafter, the Board of Directors of the Corporation shall
          consider
          and review (with appropriate corporate documentation thereof, and after
          taking
          into account all relevant factors, including the Executive's performance
          hereunder) the daily extensions of the term of this Agreement, and the
          Board of
          Directors shall determine whether to permit such daily extensions to
          continue.

        


        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

        (c)           Nothing
          in this Agreement shall be deemed to prohibit the Corporation at any time
          from
          terminating the Executive's employment during the Employment Period with
          or
          without notice for any reason, provided that the relative rights and obligations
          of the Corporation and the Executive in the event of any such termination
          shall
          be determined under this Agreement.

        


        3.           Compensation
          and Benefits.

        


        (a)           The
          Employers shall compensate and pay the Executive for his services during
          the
          term of this Agreement at a minimum base salary of $295,000 per year (“Base
          Salary”). The Base Salary may be increased from time to time in such amounts as
          may be determined by the Boards of Directors of the Employers and may not
          be
          decreased without the Executive's express written consent.  In
          addition to his Base Salary, the Executive shall be entitled to receive
          during
          the term of this Agreement such bonus payments as may be determined by
          the
          Boards of Directors of the Employers.  The salary under this Section
          3(a) shall be payable to the Executive not less frequently than monthly
          or other
          than in conformity with the Employers’ policy in relation to salaried executive
          employees.

        


        (b)           During
          the term of this Agreement, the Executive shall be entitled to participate
          in
          and receive the benefits of any pension or other retirement benefit plan,
          profit
          sharing, stock option, employee stock ownership, or other plans, benefits
          and
          privileges given to employees and executives of the Employers, to the extent
          commensurate with his then duties and responsibilities, as fixed by the
          Boards
          of Directors of the Employers.  The Corporation shall not make any
          changes in such plans, benefits or privileges which would adversely affect
          the
          Executive's rights or benefits thereunder, unless such change occurs pursuant
          to
          a program applicable to all executive officers of the Corporation and does
          not
          result in a proportionately greater adverse change in the rights of or
          benefits
          to the Executive as compared with any other executive officer of the
          Corporation.  Nothing paid to the Executive under any plan or
          arrangement presently in effect or made available in the future shall be
          deemed
          to be in lieu of the salary payable to the Executive pursuant to Section
          3(a)
          hereof.

        


        (c)           During
          the term of this Agreement, the Executive shall be entitled to paid annual
          vacation in accordance with the policies as established from time to time
          by the
          Boards of Directors of the Employers.  The Executive shall not be
          entitled to receive any additional compensation from the Employers for
          failure
          to take a vacation, nor shall the Executive be able to accumulate unused
          vacation time from one year to the next, except to the extent authorized
          by the
          Boards of Directors of the Employers.

        


        (d)           The
          Executive's compensation, benefits and expenses payable under this Agreement
          (including but not limited to Sections 3, 4 and 5 hereof but excluding
          Section 6
          hereof) shall be paid by the Corporation and the Bank in the same proportion
          as
          the time and services actually expended by the Executive on behalf of each
          respective Employer; provided, however, that if the Executive devotes less
          than
          10% of his time to the Corporation, such amounts shall be paid by the
          Bank.

        


        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

        4.           Expenses.  The
          Employers shall reimburse the Executive or otherwise provide for or pay
          for all
          reasonable expenses incurred by the Executive in furtherance of or in connection
          with the business of the Employers, including, but not by way of limitation,
          automobile expenses and traveling expenses, and all reasonable entertainment
          expenses, subject to such reasonable documentation and other limitations
          as may
          be established by the Boards of Directors of the Employers.  If such
          expenses are paid in the first instance by the Executive, the Employers
          shall
          reimburse the Executive therefor.  Such reimbursement shall be paid
          promptly by the Employers and in any event no later than March 15 of the
          year
          immediately following the year in which such expenses were
          incurred.

        


        5.           Termination.

        


        (a)           General.  The
          Corporation shall have the right, at any time upon prior Notice of Termination,
          to terminate the Executive's employment hereunder for any reason, including
          without limitation termination for Cause, Disability or Retirement, and
          the
          Executive shall have the right, upon prior Notice of Termination, to terminate
          his employment hereunder for any reason.

        


        (b)           Termination
          for Cause or Voluntary Resignation.  In the event that (i)
          the Executive's employment is terminated by the Corporation for Cause or
          (ii)
          the Executive terminates his employment hereunder other than for Disability,
          Retirement, death or Good Reason, the Executive shall have no right pursuant
          to
          this Agreement to compensation or other benefits for any period after the
          applicable Date of Termination.

        


        (c)           Disability
          Benefits.  In the event the Executive’s employment is
          terminated during the Employment Period as a result of Disability, then
          the
          Executive shall be entitled to receive annual disability benefits which
          are at
          least equal to 60% of his annual Base Salary as in effect immediately prior
          to
          his termination of employment. If the disability benefits payable to the
          Executive pursuant to short-term and long-term disability policies of the
          Employers, together with other insurance, retirement and medical benefits
          provided by the Employers and any Social Security disability benefits provided
          to the Executive, do not equal at least 60% of the Executive’s Base Salary, then
          the Employers shall pay to the Executive a supplemental disability benefit
          each
          year equal to (i) 60% of the Executive’s Base Salary, minus (ii) the sum of (A)
          the disability benefits payable to the Executive pursuant to disability
          policies
          of the Employers, (B) the other insurance, retirement and medical benefits
          provided by the Employers to the Executive, and (c) any Social Security
          disability benefits provided to the Executive. The supplemental disability
          benefits shall be paid to the Executive in as equal as possible monthly
          installments on the first business day of each month, subject to adjustment
          each
          month as the amounts in clause (ii) above change, and shall be paid until
          the
          Executive reaches his seventieth (70th)
          birthday.

        


        (d)           Death
          Benefits.  In the event that the Executive dies during the
          Employment Period, then the Employers shall pay to his spouse (or to his
          estate
          if his spouse is no longer living or if he is no longer married) a lump
          sum cash
          payment equal to the present value of the Base Salary that would have been
          paid
          to the Executive for the thirty-six (36) months following the date of his
          death,
          based on the Base Salary in effect at the time of death.  The present
          value shall be calculated using a discount rate equal to the applicable
          federal
          rate compounded monthly (determined under Section 1274(d) of the Code)
          as
          published by the Internal Revenue Service for the month in which the date
          of
          death occurs.

        


        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

        (e)           Retirement
          Benefits.        In the event
          the Executive’s employment is terminated during the Employment Period due to
          Retirement, then the Executive shall be entitled to benefits under any
          pension
          or other retirement plans of the Employers covering the Executive in lieu
          of any
          payments or other benefits under this Agreement subsequent to the date
          of
          Retirement.

        


        (f)           Involuntary
          or Good Reason Termination Prior to a Change in Control.  In
          the event that (i) the Executive's employment is terminated by the Corporation
          for other than Cause, Disability, Retirement or the Executive's death or
          (ii)
          such employment is terminated by the Executive for Good Reason, in each
          case
          prior to a Change in Control, then the Corporation shall:

        


        (A)           pay
          to the Executive, in a lump sum as of the Date of Termination, a cash severance
          amount equal to the product of (i) the sum of the Base Salary per year
          then in
          effect and the highest cash bonus paid in the prior three calendar years,
          in
          each case the portion thereof paid by the Corporation, multiplied by (ii)
          three
          (3),

        


        (B)           maintain
          and provide for a period ending at the earlier of (i) the expiration of
          the
          Employment Period or (ii) the date of the Executive's full-time employment
          by
          another employer (provided that the Executive is entitled under the terms
          of
          such employment to benefits substantially similar to those described in
          this
          subparagraph (B)), with the Executive responsible for paying the same share
          of
          any premiums, co-payments or deductibles as if he was still an employee,
          the
          Executive's continued participation in all group insurance, life insurance,
          health and accident, and disability insurance coverage offered by the
          Corporation in which the Executive was participating immediately prior
          to the
          Date of Termination; provided that any insurance premiums payable by the
          Corporation or any successors pursuant to this Section 5(f)(B) shall be
          payable
          at such times and in such amounts as if the Executive was still an employee
          of
          the Corporation, subject to any increases in such amounts imposed by the
          insurance company or COBRA, and the amount of insurance premiums required
          to be
          paid by the Corporation in any taxable year shall not affect the amount
          of
          insurance premiums required to be paid by the Corporation in any other
          taxable
          year; and provided further that if the Executive’s participation in any group
          insurance plan is barred, the Corporation shall arrange to provide the
          Executive
          with insurance benefits substantially similar to those which the Executive
          was
          entitled to receive under such group insurance plan at no additional cost
          to the
          Executive; and

        


        (C)           pay
          to the Executive, in a lump sum as of the Date of Termination, a cash amount
          equal to the projected cost to the Corporation of providing benefits to
          the
          Executive for a period of twenty-four (24) months pursuant to any other
          employee
          benefit plans, programs or arrangements offered by the Corporation in which
          the
          Executive was entitled to participate immediately prior to the Date of
          Termination (other than cash bonus plans, retirement plans or stock compensation
          plans of the Bank or the Corporation), with the projected cost to the
          Corporation to be based on the costs incurred for the calendar year immediately
          preceding the year in which the Date of Termination occurs and with any
          automobile-related costs to exclude any depreciation on Bank-owned
          automobiles.

        


        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

        (g)           Involuntary
          or Good Reason Termination Concurrently with or Subsequent  to a
          Change in Control.  In the event that (i) the Executive's
          employment is terminated by the Corporation for other than Cause, Disability,
          Retirement or the Executive's death or (ii) such employment is terminated
          by the
          Executive for Good Reason, in each case either concurrently with or subsequent
          to a Change in Control, then the Corporation shall:

        


        (A)           pay
          to the Executive, in a lump sum as of the Date of Termination, a cash severance
          amount equal to 2.99 times that portion of the Executive’s “base amount” (as
          defined in Section 280G(b)(3) of the Code) paid by the Corporation,

        


        (B)           maintain
          and provide for a period ending at the earlier of (i) thirty-six (36) months
          after the Date of Termination or (ii) the date of the Executive's full-time
          employment by another employer (provided that the Executive is entitled
          under
          the terms of such employment to benefits substantially similar to those
          described in this subparagraph (B)), with the Executive responsible for
          paying
          the same share of any premiums, co-payments or deductibles as if he was
          still an
          employee, the Executive's continued participation in all group insurance,
          life
          insurance, health and accident, and disability insurance coverage offered
          by the
Corporation
          in
          which the Executive was participating immediately prior to the Date of
          Termination; provided that any insurance premiums payable by the Corporation
          or
          any successors pursuant to this Section 5(g)(B) shall be payable at such
          times
          and in such amounts as if the Executive was still an employee of the Corporation,
          subject to any increases in such amounts imposed by the insurance company
          or
          COBRA, and the amount of insurance premiums required to be paid by the
Corporation
          in
          any taxable year shall not affect the amount of insurance premiums required
          to
          be paid by the Corporation
          in
          any other taxable year; and provided further that if the Executive’s
          participation in any group insurance plan is barred, the Corporation
          shall arrange to provide the Executive with insurance benefits substantially
          similar to those which the Executive was entitled to receive under such
          group
          insurance plan at no additional cost to the Executive; and

        


        (C)           pay
          to the Executive, in a lump sum as of the Date of Termination, a cash amount
          equal to the projected cost to the Corporation
          of
          providing benefits to the Executive for a period of thirty-six (36) months
          pursuant to any other employee benefit plans, programs or arrangements
          offered
          by the Corporation
          in
          which the Executive was entitled to participate immediately prior to the
          Date of
          Termination (other than cash bonus plans, retirement plans or stock compensation
          plans of the Bank
or
          the Corporation), with the projected cost to the Corporation
          to
          be based on the costs incurred for the calendar year immediately preceding
          the
          year in which the Date of Termination occurs and with any automobile-related
          costs to exclude any depreciation on Bank-owned automobiles.

        


        6.           Payment
          of Additional Benefits under Certain Circumstances.

        


        (a)           If
          the payments and benefits pursuant to Section 5 hereof, either alone or
          together
          with other payments and benefits which the Executive has the right to receive
          from the Employers (including, without limitation, the payments and benefits
          which the Executive would have the right to receive from the Bank pursuant
          to
          Section 5 of the Agreement between the Bank and the Executive dated as
          of the
          date hereof (“Bank Agreement”), before giving effect to any reduction in such
          amounts pursuant to Section 6 of the Bank Agreement), would constitute
          a
“parachute payment” as defined in Section 280G(b)(2) of the Code (the “Initial
          Parachute Payment,” which includes the amounts paid pursuant to clause (i)
          below), then the Corporation shall pay to the Executive, in a lump sum
          within
          five business days after the Date of Termination, a cash amount equal to
          the sum
          of the following:

        


        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

        (i)           the
          amount by which the payments and benefits that would have otherwise been
          paid by
          the Bank to the Executive pursuant to Section 5 of the Bank Agreement are
          reduced by the provisions of Section 6 of the Bank Agreement;

        


        (ii)           twenty
          (20) percent (or such other percentage equal to the tax rate imposed by
          Section
          4999 of the Code) of the amount by which the Initial Parachute Payment
          exceeds
          the Executive's “base amount” from the Employers, as defined in Section
          280G(b)(3) of the Code, with the difference between the Initial Parachute
          Payment and the Executive's base amount being hereinafter referred to as
          the
“Initial Excess Parachute Payment”; and

        


        (iii)           such
          additional amount (tax allowance) as may be necessary to compensate the
          Executive for the payment by the Executive of state, local and federal
          income
          and excise taxes on the payment provided under clause (ii) above and on
          any
          payments under this clause (iii).  In computing such tax allowance,
          the payment to be made under clause (ii) above shall be multiplied by the
“gross
          up percentage” (“GUP”).  The GUP shall be determined as
          follows:

        


        
          	
                  GUP
                    =

                	
                  Tax
                    Rate

                
	 	
                  1-Tax
                    Rate

                


        

        


        The
          Tax
          Rate for purposes of computing the GUP shall be the highest marginal federal,
          state and local income and employment-related tax rate (including Social
          Security and Medicare taxes), including any applicable excise tax rate,
          applicable to the Executive in the year in which the payment under clause
          (ii)
          above is made, and shall also reflect the phase-out of deductions and the
          ability to deduct certain of such taxes.

        


        (b)           Notwithstanding
          the foregoing, if it shall subsequently be determined in a final judicial
          determination or a final administrative settlement to which the Executive
          is a
          party that the actual excess parachute payment as defined in Section 280G(b)(1)
          of the Code is different from the Initial Excess Parachute Payment (such
          different amount being hereafter referred to as the “Determinative Excess
          Parachute Payment”), then the Corporation's independent tax counsel or
          accountants shall determine the amount (the “Adjustment Amount”) which either
          the Executive must pay to the Corporation or the Corporation must pay to
          the
          Executive in order to put the Executive (or the Corporation, as the case
          may be)
          in the same position the Executive (or the Corporation, as the case may
          be)
          would have been if the Initial Excess Parachute Payment had been equal
          to the
          Determinative Excess Parachute Payment.  In determining the Adjustment
          Amount, the independent tax counsel or accountants shall take into account
          any
          and all taxes (including any penalties and interest) paid by or for the
          Executive or refunded to the Executive or for the Executive's
          benefit.  As soon as practicable after the Adjustment Amount has been
          so determined, and in no event more than thirty (30) days after the Adjustment
          Amount has been so determined, the Corporation shall pay the Adjustment
          Amount
          to the Executive or the Executive shall repay the Adjustment Amount to
          the
          Corporation, as the case may be.

        


        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

        (c)           In
          each calendar year that the Executive receives payments of benefits that
          constitute a parachute amount, the Executive shall report on his state
          and
          federal income tax returns such information as is consistent with the
          determination made by the independent tax counsel or accountants of the
          Corporation as described above.  The Corporation shall indemnify and
          hold the Executive harmless from any and all losses, costs and expenses
          (including without limitation, reasonable attorneys' fees, interest, fines
          and
          penalties) which the Executive incurs as a result of so reporting such
          information, with such indemnification to be paid by the Corporation to
          the
          Executive as soon as practicable and in any event no later than March 15
          of the
          year immediately following the year in which the amount subject to
          indemnification was determined.  The Executive shall promptly notify
          the Corporation in writing whenever the Executive receives notice of the
          institution of a judicial or administrative proceeding, formal or informal,
          in
          which the federal tax treatment under Section 4999 of the Code of any amount
          paid or payable under this Section 6 is being reviewed or is in
          dispute.  The Corporation shall assume control at its expense over all
          legal and accounting matters pertaining to such federal tax treatment (except
          to
          the extent necessary or appropriate for the Executive to resolve any such
          proceeding with respect to any matter unrelated to amounts paid or payable
          pursuant to this Section 6) and the Executive shall cooperate fully with
          the
          Corporation in any such proceeding.  The Executive shall not enter
          into any compromise or settlement or otherwise prejudice any rights the
          Corporation may have in connection therewith without the prior consent
          of the
          Corporation.

        


        7.           Mitigation;
          Exclusivity of Benefits.

        


        (a)           The
          Executive shall not be required to mitigate the amount of any benefits
          hereunder
          by seeking other employment or otherwise, nor shall the amount of any such
          benefits be reduced by any compensation earned by the Executive as a result
          of
          employment by another employer after the Date of Termination or otherwise,
          except as set forth in Sections 5(f) and (g) above.

        


        (b)           The
          specific arrangements referred to herein are not intended to exclude any
          other
          benefits which may be available to the Executive upon a termination of
          employment with the Employers pursuant to employee benefit plans of the
          Employers or otherwise.

        


        8.           Withholding.  All
          payments required to be made by the Corporation hereunder to the Executive
          shall
          be subject to the withholding of such amounts, if any, relating to tax
          and other
          payroll deductions as the Corporation may reasonably determine should be
          withheld pursuant to any applicable law or regulation.

        


        9.           Standards
          and Non-Competition.  The Executive shall perform the
          Executive's duties and responsibilities under this Agreement in accordance
          with
          such reasonable standards as may be established from time to time by the
          Board
          of Directors of the Corporation. The reasonableness of such standards shall
          be
          measured against standards for executive performance generally prevailing
          in the
          thrift industry. The Executive agrees that during the term of his employment
          hereunder, except with the express consent of the Employers, he will not,
          directly or indirectly, engage or participate in, become a trustee or director
          of, or render advisory or other services for any other firm, corporation,
          business entity or business enterprise that accepts deposits from the public
          or
          makes loans to the public (a “Competing Business”), provided, however, that the
          Executive shall not be precluded or prohibited from owning passive investments
          in any Competing Business so long as such ownership does not require him
          to
          devote time to or participate in the management of the business in which
          he has
          invested. If the Executive’s employment is terminated by the Executive without
          Good Reason or by the Employers for Cause, then the Executive shall not
          become
          an officer, employee, director, trustee or partner of or render services
          to any
          Competing Business (except for passive investments of less than 5% of the
          Competing Business) which accept deposits and/or makes loans to the public
          within the marketing area of the Employers as it exists at the time of
          the
          Executive's termination for a period of two (2) years following such termination
          of employment; and if the Executive is employed by a Competing Business
          which
          opens an office and/or extends its operations into the prohibited marketing
          area
          of the Employers within two (2) years following the Executive's termination
          of
          employment with the Employer, he must terminate his employment with the
          Competing Business until the two (2) year period has expired. Notwithstanding
          anything to the contrary contained herein, during the term of this Agreement,
          the Executive shall have no employment contract or other written or oral
          agreement concerning employment as an officer or employee with any entity
          or
          person other than the Employers. Nothing contained in this Agreement shall
          in
          any way restrict the right of the Executive to serve as a director, officer,
          trustee or in any similar capacity with respect to any not-for-profit
          organization, any fraternal organization or any church or religious
          organization, or as a trustee or fiduciary with respect to any trust, will
          or
          estate. The Employers’ marketing area is each county in which the Bank actively
          solicits deposits and mortgage loans.  This Section 9 shall not be
          applicable if the Executive’s employment is terminated following a Change in
          Control for any reason other than for Cause.

        


        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

        10.           Assignability.  The
          Corporation may assign this Agreement and its rights and obligations hereunder
          in whole, but not in part, to any corporation, bank or other entity with
          or into
          which the Corporation may hereafter merge or consolidate or to which the
          Corporation may transfer all or substantially all of its assets, if in
          any such
          case said corporation, bank or other entity shall by operation of law or
          expressly in writing assume all obligations of the Corporation hereunder
          as
          fully as if it had been originally made a party hereto, but may not otherwise
          assign this Agreement or its rights and obligations hereunder.  The
          Executive may not assign or transfer this Agreement or any rights or obligations
          hereunder.

        


        11.           Notice.  For
          the purposes of this Agreement, notices and all other communications provided
          for in this Agreement shall be in writing and shall be deemed to have been
          duly
          given when delivered or mailed by certified or registered mail, return
          receipt
          requested, postage prepaid, addressed to the respective addresses set forth
          below:

        


        
          	
                   

                	To
                  the Corporation:	
                  Secretary

                
	 	 	
                  Abington
                    Bancorp, Inc.

                
	 	 	
                  180
                    Old York Road

                
	 	 	
                  Jenkintown,
                    Pennsylvania 19046

                


        

         

        
 

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

        
          	
                   

                	To
                  the Bank:	
                  Secretary

                
	 	 	
                  Abington
                    Savings Bank

                
	 	 	
                  180
                    Old York Road

                
	 	 	
                  Jenkintown,
                    Pennsylvania 19046

                
	 	 	 
	
                   

                	To
                  the Executive:	
                  Robert
                    W. White

                
	 	 	
                  At
                    the address last appearing on the personnel records of the
                    Employers

                


        

         

           
          12.           Amendment;
          Waiver.  No provisions of this Agreement may be modified,
          waived or discharged unless such waiver, modification or discharge is agreed
          to
          in writing signed by the Executive and such officer or officers as may
          be
          specifically designated by the Board of Directors of the Corporation to
          sign on
          its behalf.  No waiver by any party hereto at any time of any breach
          by any other party hereto of, or compliance with, any condition or provision
          of
          this Agreement to be performed by such other party shall be deemed a waiver
          of
          similar or dissimilar provisions or conditions at the same or at any prior
          or
          subsequent time.  In addition, notwithstanding anything in this
          Agreement to the contrary, the Corporation may amend in good faith any
          terms of
          this Agreement, including retroactively, in order to comply with Section
          409A of
          the Code.

        


        13.           Governing
          Law.  The validity, interpretation, construction and
          performance of this Agreement shall be governed by the laws of the United
          States
          where applicable and otherwise by the substantive laws of the Commonwealth
          of
          Pennsylvania.

        


        14.           Invalidity;
          Enforceability.  The invalidity or unenforceability of any
          provision of this Agreement shall not affect the validity or enforceability
          of
          any other provision of this Agreement, which shall remain in full force
          and
          effect. Any provision in this Agreement which is prohibited or unenforceable
          in
          any jurisdiction shall, as to such jurisdiction, be ineffective only to
          the
          extent of such prohibition or unenforceability without invalidating or
          affecting
          the remaining provisions hereof, and any such prohibition or unenforceability
          in
          any jurisdiction shall not invalidate or render unenforceable such provision
          in
          any other jurisdiction.

        


        15.           Arbitration.  Any
          controversy or claim arising out of or relating to this Agreement, or the
          breach
          thereof, shall be settled by arbitration in accordance with the rules then
          in
          effect for the American Arbitration Association, Philadelphia, Pennsylvania,
          and
          judgment upon the award rendered may be entered in any court having jurisdiction
          thereof.

        


        16.           Nature
          of Obligations.  Nothing contained herein shall create or
          require the Corporation to create a trust of any kind to fund any benefits
          which
          may be payable hereunder, and to the extent that the Executive acquires
          a right
          to receive benefits from the Corporation hereunder, such right shall be
          no
          greater than the right of any unsecured general creditor of the
          Corporation.

        


        17.           Headings.  The
          section headings contained in this Agreement are for reference purposes
          only and
          shall not affect in any way the meaning or interpretation of this
          Agreement.

        


        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

        18.           Changes
          in Statutes or Regulations.  If any statutory or regulatory
          provision referenced herein is subsequently changed or re-numbered, or
          is
          replaced by a separate provision, then the references in this Agreement
          to such
          statutory or regulatory provision shall be deemed to be a reference to
          such
          section as amended, re-numbered or replaced.

        


        19.           Counterparts.  This
          Agreement may be executed in one or more counterparts, each of which shall
          be
          deemed to be an original but all of which together will constitute one
          and the
          same instrument.

        


        20.           Regulatory
          Prohibition.  Notwithstanding any other provision of this
          Agreement to the contrary, any payments made to the Executive pursuant
          to this
          Agreement, or otherwise, are subject to and conditioned upon their compliance
          with Section 18(k) of the FDIA (12 U.S.C. §1828(k)) and 12 C.F.R. Part
          359.

        


        21.           Payment
          of Costs and Legal Fees and Reinstatement of Benefits.  In
          the event any dispute or controversy arising under or in connection with
          the
          Executive’s termination is resolved in favor of the Executive, whether by
          judgment, arbitration or settlement, the Executive shall be entitled to
          the
          payment of (a) all legal fees incurred by the Executive in resolving such
          dispute or controversy, and (b) any back-pay, including Base Salary, bonuses
          and
          any other cash compensation, fringe benefits and any compensation and benefits
          due to the Executive under this Agreement, within thirty (30) days following
          the
          date such judgment, arbitration or settlement becomes final and
          non-appealable.

        


        22.           Entire
          Agreement.  This Agreement embodies the entire agreement
          between the Corporation and the Executive with respect to the matters agreed
          to
          herein.  All prior agreements between the Corporation and the
          Executive with respect to the matters agreed to herein, including but not
          limited to the Prior Agreement, are hereby superseded and shall have no
          force or
          effect.  Notwithstanding the foregoing, nothing contained in this
          Agreement shall affect the agreement of even date being entered into between
          the
          Bank and the Executive.

        


        [Signature
          page follows]

        


        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

        IN
          WITNESS WHEREOF, this Agreement has been executed as of the date first
          written
          above.

        


        THIS
          AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED
          BY THE
          PARTIES.

        


        
          	
                  Attest:

                	
                  ABINGTON
                    BANCORP, INC.

                
	 	 
	 	 	 
	 /s/
                  Frank Kovalcheck 	 	
                  By:

                	/s/ Robert
                  J. Pannepacker, Sr. 
	 	
                  Name:

                	Robert
                  J. Pannepacker, Sr.
	 	
                  Title:

                	Director


        

        


        
          	 	 	 
	 	 
	 	
                  EXECUTIVE

                
	 	 
	 	 
	 	
                  By:

                	/s/
                  Robert W. White 
	 	 	
                  Robert
                    W. White

                
	 	 


        

        


        
          
            
            

          

          
            13