amendrestate2005sop.htm


     

    
      

      

    

    
      Exhibit
        10.11

       

       

      ABINGTON
        BANCORP, INC.

      AMENDED
        AND RESTATED 2005 STOCK OPTION PLAN

      


      ARTICLE
        I

      ESTABLISHMENT
        OF THE PLAN

      


      Abington
        Bancorp, Inc., the successor
        to Abington Community Bancorp, Inc. (the “Corporation”), hereby amends and
        restates its 2005 Stock Option Plan (as amended and restated, the “Plan”) upon
        the terms and conditions hereinafter stated, with the amendment and restatement
        effective as of November 28, 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 and Non-Employee Directors
        for outstanding performance.  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.  Each
        recipient of an Option hereunder is advised to consult with his or her personal
        tax advisor with respect to the tax consequences under federal, state, local
        and
        other tax laws of the receipt and/or exercise of an Option
        hereunder.

      


      ARTICLE
        III

      DEFINITIONS

      


      The
        following words and phrases when
        used in this Plan with an initial capital letter, unless the context clearly
        indicates otherwise, shall have the meanings set forth
        below.  Wherever appropriate, the masculine pronouns shall include the
        feminine pronouns and the singular shall include the plural.

      


      3.01           “Advisory
        Director” means a person appointed to serve as an advisory or emeritus director
        by the Board of either the Corporation or the Bank or the successors
        thereto.

      


      3.02           “Bank”
        means Abington Savings Bank (which operates under the name “Abington Bank”), the
        wholly owned subsidiary of the Corporation.

      


      3.03           “Beneficiary”
        means the person or persons designated by an Optionee to receive any benefits
        payable under the Plan in the event of such Optionee’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 Optionee’s surviving spouse, if any, or if none, his or
        her 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.

      


      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,
        (ii) within the meaning of Section 162(m) of the Code or any successor
        thereto and (iii) who is independent as defined by the Marketplace Rules
        of the
        Nasdaq Stock Market.

      


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

      


      3.09           “Director”
        means a member of the Board of Directors of the Corporation or a Subsidiary
        Corporation or any successors thereto, including Non-Employee Directors as
        well
        as Officers and Employees serving as Directors.

      


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

      


      3.11           “Effective
        Date” means the date upon which the Board originally adopted this
        Plan.

      


      3.12           “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.

      


      3.13           “Employer
        Group” means the Corporation and any Subsidiary Company which, with the consent
        of the Board, agrees to participate in the Plan.

      


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

      


      
        
          
          

        

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

      


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

      


      3.17           “FDIC”
        means the Federal Deposit Insurance Corporation.

      


      3.18           “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.

      


      3.19           “Non-Employee
        Director” means a member of the Board (including advisory boards, if any) of the
        Corporation or any Subsidiary Company or any successor thereto, including
        an
        Advisory Director of the Board of the Corporation and/or any Subsidiary Company,
        or a former Officer or Employee of the Corporation and/or any Subsidiary
        Company
        serving as a Director or Advisory Director, who is not an Officer or Employee
        of
        the Corporation or any Subsidiary Company.

      


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

      


      3.21           “Offering”
        means the offering of Common Stock to the public completed during 2004 in
        connection with the mutual holding company (the “MHC”) reorganization of the
        Bank and the issuance of the capital stock of the Bank to the
        Corporation.

      


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

      


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

      


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

      


      3.25           “Retirement”
        means:

      


      
        
          
          

        

        
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      (a)  A
        termination of
        employment which constitutes a “retirement” at the “normal retirement age” or
        later under the Abington Bank 401(k) Plan or such other qualified pension
        benefit plan maintained by the Corporation or a Subsidiary Company as may
        be
        designated by the Board or the Committee, or, if no such plan is applicable,
        which would constitute “retirement” under the Abington Bank 401(k) Plan, if such
        individual were a participant in that plan, provided, however, that the
        provisions of this subsection (a) will not apply as long as an Optionee
        continues to serve as a Non-Employee Director, including service as an Advisory
        Director.

      


      (b)  With
        respect to
        Non-Employee Directors, retirement means retirement from service on the Board
        of
        Directors of the Corporation or a Subsidiary Company or any successors thereto
        (including service as an Advisory Director to the Corporation or any Subsidiary
        Company) after reaching normal retirement age as established by the
        Company.

      


      3.26           “Stock
        Option Agreement” means the written agreement setting forth the number of shares
        subject to the Option, the exercise price thereof, designating the Option
        as an
        Incentive Stock Option or a Non-Qualified Option and such other terms of
        the
        Option as the Committee shall deem appropriate.

      


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

      


      ARTICLE
        IV

      ADMINISTRATION
        OF THE PLAN

      


      4.01           Duties
        of the Committee.  The Plan shall be administered and
        interpreted by the Committee, as appointed from time to time by the Board
        pursuant to Section 4.02.  The Committee shall have the authority to
        adopt, amend and rescind such rules, regulations and procedures as, in its
        opinion, may be advisable in the administration of the Plan, including, without
        limitation, rules, regulations and procedures which (i) address matters
        regarding the satisfaction of an Optionee’s tax withholding obligation pursuant
        to Section 12.02 hereof, (ii) to the extent permissible by applicable law
        and
        regulation, include arrangements to facilitate the Optionee’s ability to borrow
        funds for payment of the exercise or purchase price of an Option, if applicable,
        from securities brokers and dealers, and (iii) subject to any legal or
        regulatory restrictions or limitations,  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 Option shall be final and binding in the absence of action
        by
        the Board.

      


      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 (i)
“outside director” within the meaning of Section 162(m) of the Code and
        regulations thereunder at such times as is required under such regulations
        and
        (ii) an “independent director” as such term is defined in Rule 4200(a)(15) of
        the Marketplace Rules of the Nasdaq Stock Market.  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.

      


      
        
          
          

        

        
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      4.03           Revocation
        for Misconduct.  The Board or the Committee may by
        resolution immediately revoke, rescind and terminate any Option, or portion
        thereof, to the extent not yet vested, previously granted or awarded under
        this
        Plan to an Employee who is discharged from the employ of the Corporation
        or a
        Subsidiary Company for cause, which, for purposes hereof, shall mean termination
        because of the Employee’s personal dishonesty, incompetence, willful misconduct,
        breach of fiduciary duty involving personal profit, intentional failure to
        perform stated duties, willful violation of any law, rule, or regulation
        (other
        than traffic violations or similar offenses) or final cease-and-desist
        order.  Options granted to a Non-Employee Director who is removed for
        cause pursuant to the Corporation’s Articles of Incorporation or Bylaws or the
        Bank’s Articles of Incorporation and Bylaws or the constituent documents of such
        other Subsidiary Company on whose board he serves 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 Options 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 Options 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 Option 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 Options 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 granted under this
        Plan
        shall be designed to satisfy the exemption for stock options set forth in
        the
        regulations issued under Section 409A of the Code.  Both this Plan and
        the terms of all Options granted hereunder shall be interpreted in a manner
        that
        requires compliance with all of the requirements of the exemption for stock
        options 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 beyond the date
        that the Common Stock received upon the exercise of an Incentive Stock Option
        is
        sold.

      


      ARTICLE
        V

      ELIGIBILITY

      


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

      


      ARTICLE
        VI

      COMMON
        STOCK COVERED BY THE PLAN

      


      6.01           Option
        Shares.  The aggregate number of shares of Common Stock
        which may be issued pursuant to this Plan, subject to adjustment as provided
        in
        Article IX, shall be 714,150.  None of such shares shall be the
        subject of more than one Option at any time, but if an Option as to any shares
        is surrendered before exercise, or expires or terminates for any reason without
        having been exercised in full, or for any other reason ceases to be exercisable,
        the number of shares covered thereby shall again become available for grant
        under the Plan as if no Options had been previously granted with respect
        to such
        shares.  During the time this Plan remains in effect, the aggregate
        grants of Options to each Employee and each Non-Employee Director shall not
        exceed 25% and 5% of the shares of Common Stock initially available under
        the
        Plan, respectively.  Options granted to
        Non-Employee  Directors in the aggregate may not exceed 30% of the
        number of shares initially available under this Plan.

      


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

      


      
        
          
          

        

        
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      ARTICLE
        VII

      DETERMINATION
        OF

      OPTIONS,
        NUMBER OF SHARES, ETC.

      


      The
        Board or the Committee shall, in
        its discretion, determine from time to time which Employees or Non-Employee
        Directors will be granted Options under the Plan, the number of shares of
        Common
        Stock subject to each Option, and whether each Option will be an Incentive
        Stock
        Option or a Non-Qualified Stock Option.  In making all such
        determinations there shall be taken into account the duties, responsibilities
        and performance of each respective Employee and Non-Employee Director, his
        or
        her present and potential contributions to the growth and success of the
        Corporation, his or her salary or other compensation and such other factors
        as
        the Board or the Committee shall deem relevant to accomplishing the purposes
        of
        the Plan.  The Board or the Committee may but shall not be required to
        request the written recommendation of the Chief Executive Officer of the
        Corporation other than with respect to Options to be granted to him or
        her.

      


      ARTICLE
        VIII

      OPTIONS

      


      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.

      


      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 no
        less
        than one hundred percent (100%) of the Fair Market Value of a share of Common
        Stock at the time such Non-Qualified Option is granted.

      


      
        
          
          

        

        
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      8.03        Vesting
        and Exercise of Options.

      


      (a)           General
        Rules.  Incentive Stock Options and Non-Qualified Options
        shall become vested and exercisable at a rate no more rapid than 20% per
        year,
        commencing one year from the date of grant as shall be determined by the
        Committee and the right to exercise shall be
        cumulative.  Notwithstanding the foregoing, except as provided in
        Section 8.03(b) hereof, no vesting shall occur on or after an Employee’s
        employment and/or service as a Non-Employee Director (which, for purposes
        hereof, shall include service as an Advisory Director) with the Corporation
        or
        any of the Subsidiary Companies is terminated.  In determining the
        number of shares of Common Stock with respect to which Options are vested
        and/or
        exercisable, fractional shares will be rounded down to the nearest whole
        number,
        provided that such fractional shares shall be aggregated and deemed vested
        on
        the final date of vesting.

      


      (b)           Accelerated
        Vesting.  Unless the Board or the Committee 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 (including for purposes hereof
        service as an Advisory Director) because of his death or Disability (provided,
        however, no such accelerated vesting shall occur if an Optionee remains employed
        by or continues to serve as a Director (including for purposes hereof service
        as
        an Advisory Director) of at least one member of the Employer
        Group).  Furthermore, notwithstanding the general rule contained in
        Section 8.03(a), all Options granted under this Plan shall become vested
        and
        exercisable in full as of the effective date of a Change in
        Control.

      


      8.04        Duration
        of Options.

      


      (a)           General
        Rule.  Except as provided in Sections 8.04(b) and 8.09,
        each Option or portion thereof granted to Employees and Non-Employee Directors
        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) six
        (6)
        months after the date on which the Optionee ceases to be employed (or in
        the
        service of the Board of Directors) by the Corporation and all Subsidiary
        Companies, unless the Board of Directors or the Committee in its discretion
        decides at the time of grant to extend such period of exercise to a period
        not
        exceeding three (3) years.  In the event an Incentive Stock Option is
        not exercised within 90 days of the effective date of termination of Optionee’s
        status as an Employee, the tax treatment accorded Incentive Stock Options
        by the
        Code may not be available.  In addition, the accelerated vesting of
        Incentive Stock Options provided by Section 8.03(b) may result in all or
        a
        portion of such Incentive Stock Options no longer qualifying as Incentive
        Stock
        Options.  Notwithstanding anything herein to the contrary, all
        executive officers and directors of the Corporation must either exercise
        or
        forfeit any Options granted hereunder in the event that the Bank becomes
        critically undercapitalized (as defined in 12 C.F.R. § 325.103 or any successor
        thereto), is subject to FDIC enforcement action or receives a capital directive
        from the FDIC under 12 C.F.R. Part 325.

      


      (b)           Exception
        for Termination Due to Disability, Retirement, Change in Control or
        Death.  Unless the Board or the Committee shall
        specifically state otherwise at the time an Option is granted: (i) 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 three (3) year period
        following his termination due to Disability or Retirement, to exercise such
        Options, and (ii) if a Non-Employee Director terminates his service as a
        director (including service as an Advisory Director) with the Corporation
        or a
        Subsidiary Company as a result of Disability or Retirement without having
        fully
        exercised his Options, the Non-Employee Director shall have the right, during
        the three (3) year period following his termination due to Disability or
        Retirement, to exercise such Options.

      


      
        
          
          

        

        
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      Subject
        to the provisions of Article IX
        hereof, 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 of the Corporation 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 immediate family or to a duly established trust for the benefit
        of one or more of these individuals.   For purposes hereof,
“immediate family” includes but is not necessarily limited to, the Participant’s
        spouse, children (including step children), parents, grandchildren and great
        grandchildren.  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.

      


      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, or (iii) at the discretion of the Board
        or the
        Committee, by delivering shares of Common Stock (including shares acquired
        pursuant to the previous exercise of an Option) equal in fair market value
        to
        the purchase price of the shares to be acquired pursuant to the Option, by
        withholding some of the shares of Common Stock which are being purchased
        upon
        exercise of an Option, or any combination of the foregoing.  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
        more
        than six months prior to the exercise date of the Option.

      


      
        
          
          

        

        
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      8.08           Voting
        and Dividend Rights.  No Optionee shall have any voting
        or dividend rights or other rights of a shareholder 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 shareholder 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 which are designated 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)           Amount
        Limitation.  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 plans maintained
        by the
        Corporation (or any parent or Subsidiary Company), shall not exceed
        $100,000.

      


      (b)           Limitation
        on Ten Percent Shareholders.  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 shareholders 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.

      


      (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 minimum 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).

      


      
        
          
          

        

        
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        ARTICLE IX

                                                                                             
        ADJUSTMENTS
        FOR CAPITAL CHANGES

      


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

      


      9.02           Adjustments
        for Mergers and Other Corporate Transactions.  If, upon a
        merger, consolidation, reorganization, liquidation, recapitalization or the
        like
        of the Corporation, the shares of the Corporation’s Common Stock shall be
        exchanged for other securities of the Corporation or of another corporation,
        each Option 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 Optionee 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.  Notwithstanding any
        provision to the contrary herein, the term of any Option granted hereunder
        and
        the property which the Optionee shall receive upon the exercise or termination
        thereof shall be subject to and be governed by the provisions regarding the
        treatment of any such Options set forth in a definitive agreement with respect
        to any of the aforementioned transactions entered into by the Corporation
        to the
        extent any such Option remains outstanding and unexercised upon consummation
        of
        the transactions contemplated by such definitive agreement.

      


      ARTICLE
        X

      AMENDMENT
        AND TERMINATION OF THE PLAN

      


      The
        Board may, by resolution, at any
        time terminate or amend the Plan with respect to any shares of Common Stock
        as
        to which Options have not been granted, subject to regulations of the FDIC
        and
        any required shareholder approval or any shareholder 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 Option, alter or impair any Option previously granted or awarded under
        this
        Plan except as provided by Article IX hereof or except as specifically
        authorized herein.

      


      
        
          
          

        

        
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      Notwithstanding
        anything to the
        contrary herein, in no event shall the Board of Directors without shareholder
        approval amend the Plan or shall the Board of Directors or the Committee
        amend
        an Option in any manner that effectively allows the repricing of any Option
        previously granted under the Plan either through a reduction in the Exercise
        Price or through the cancellation and regrant of a new Option in exchange
        for
        the cancelled Option (except as permitted pursuant to Article IX in connection
        with a change in the Corporation’s capitalization).

      


      ARTICLE
        XI

      EMPLOYMENT
        RIGHTS

      


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

      


      ARTICLE
        XII

      WITHHOLDING

      


      12.01        Tax
        Withholding.  The Corporation may withhold from any cash
        payment made under this Plan sufficient amounts to cover any applicable minimum
        withholding and employment taxes, and if the amount of such cash payment
        is
        insufficient, the Corporation may require the Optionee to pay to the Corporation
        the amount required to be withheld as a condition to delivering the shares
        acquired pursuant to an Option.  The Corporation also may withhold or
        collect amounts with respect to a disqualifying disposition of shares of
        Common
        Stock acquired pursuant to exercise of an Incentive Stock Option, as provided
        in
        Section 8.09(c).

      


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

      


      ARTICLE
        XIII

      EFFECTIVE
        DATE OF THE PLAN; TERM

      


      13.01        Effective
        Date of the Plan.  This Plan shall become effective on
        the Effective Date, and Options may be granted hereunder no earlier than
        the
        date this Plan is approved by shareholders and no later than the termination
        of
        the Plan, provided this Plan is approved by shareholders of the Corporation
        pursuant to Article XIV hereof.  The amendment and restatement of this
        Plan was adopted effective as of November 28, 2007.

      


      
        
          
          

        

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

      


      ARTICLE
        XIV

      SHAREHOLDER
        APPROVAL

      


      The
        shareholders of the Corporation
        approved this Plan as originally adopted at a meeting of shareholders of
        the
        Corporation held within twelve (12) months following the Effective Date in
        order
        to meet the requirements of (i) Section 422 of the Code and regulations
        thereunder, (ii) Section 162(m) of the Code and regulations thereunder, and
        (iii) the Nasdaq Stock Market for continued quotation of the Common Stock
        on the
        Nasdaq Global Select Market.  This Plan as originally adopted was also
        approved by a majority of the total votes eligible to be cast by shareholders
        other than the MHC.

      


      ARTICLE
        XV

      MISCELLANEOUS

      


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

      


      
        
          
          

        

        
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