bodretirementplan.htm


     

    
      

      

    

    
      Exhibit
        10.9

       

       

      ABINGTON
        BANK

      


      AMENDED
        AND RESTATED BOARD OF DIRECTORS RETIREMENT PLAN

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      ABINGTON
        BANK

      


      BOARD
        OF DIRECTORS

      


      RETIREMENT
        PLAN

      


      The
        Abington Bank Board of Trustees Retirement Plan was originally adopted as
        of
        January 8, 1992, amended as of January 10, 1996 and February 20, 2002, and
        amended and restated in October 2002 (the “Prior Plan”).  The Prior
        Plan is being amended and restated effective as of November 28, 2007, and
        the
        name of the amended and restated plan is the Abington Bank Board of Directors
        Retirement Plan (the “Plan”).  The Plan is being amended and restated
        to comply with Section 409A of the Internal Revenue Code.

      


      W
        I T N E S S E T H

      


      WHEREAS,
        the Board of Directors of Abington Bank has previously determined that
        establishment of a retirement plan to reward those persons who serve as
        directors of Abington Bank by providing compensation upon their retirement
        from
        the Board of Directors is in the best interest of Abington Bank, its customers
        and the communities which it serves;  and

      


      WHEREAS,
        the Board of Directors of Abington Bank has previously established a retirement
        plan for directors, and the Chief Executive Officer of Abington Bank has
        previously agreed to administer the Plan.

      


      NOW,
        THEREFORE, intending to be legally bound, the Board of Directors and the
        Chief
        Executive Officer agree as follows:

      


      I.  Disclaimer

      


      This
        is a
        non-qualified pension plan created at the discretion of the Board of Directors
        for the benefit of Directors of Abington Bank.  The benefits
        established under this Plan may be modified or terminated by the Board at
        which
        time the balance of the Trust Fund, if any, will be retained by Abington
        Bank.

      


      II.  Definitions

      


      Administrator
        - the person designated by the Board of Directors to administer the Plan
        on
        behalf of the Board of Directors, who shall be the Chief Executive Officer
        of
        the Bank.

      


      Board
        of Directors - collectively, those individuals elected to serve as Directors
        of the Bank and any successor board which shall maintain this Plan.

      


      Corporation
        - means Abington
        Bancorp, Inc., the parent holding company of the Bank.

      


      Director
        - an individual elected to serve as a Director of the Bank and any
        successor.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Fiduciary
        - any person who exercises any discretionary authority or discretionary control
        respecting management of the Plan or disposition of its assets or has any
        discretionary authority or discretionary responsibility in the administration
        of
        the Plan, including, but not limited to the Administrator.

      


      Plan
        - this instrument including all amendments thereto.

      


      Separation
        from Service - means a termination of a Director’s services (whether as an
        employee or as an independent contractor) to the Corporation and the
        Bank.  Whether a Separation from Service has occurred shall be
        determined in
        accordance with the requirements of Section 409A of the Code based on
        whether the facts and circumstances indicate that the Corporation, the Bank
        and
        the Director reasonably anticipated that no further services would be performed
        after a certain date or that the level of bona fide services the Director
        would
        perform after such date (whether as an employee or as an independent contractor)
        would permanently decrease to no more than twenty percent (20%) of the average
        level of bona fide services performed (whether as an employee or an independent
        contractor) over the immediately preceding thirty-six (36) month
        period.

       

      Specified
        Employee - shall have the meaning set forth in Treasury Regulation
§1.409A-1(i), or any successor to such regulation.

       

      Trust
        Fund - the assets of the Plan as the same shall exist from time to
        time.

      


      III.  ELIGIBILITY

      


      A
        Director is not eligible for any benefits under this Plan until the Director
        has
        a Separation from Service from the Board after reaching age seventy-five
        and
        completing his or her term as a Director, except as set forth
        below.  There is no minimum years of service required to participate
        in the Plan.  There are no benefits under this Plan for a Director who
        has a Separation from Service, voluntarily or involuntarily, before age
        seventy-five and completing his or her term as a Director; provided, however,
        in
        the event a Director dies while serving as a Director, he or she shall be
        deemed
        to have satisfied the service requirement to age seventy-five and shall be
        entitled to the benefit provided for in Section IV of the Plan.

      


      IV.  AMOUNT
        OF RETIREMENT BENEFIT

      


      (a)
        After
        retiring from the Board and meeting the requirements in Section III above,
        an
        annual benefit equal to seventy-five percent (75%) of the directors’ fee paid in
        the year of retirement (on an annualized basis) shall be payable for a period
        of
        ten (10) years (i.e., ten years continuous).  The Bank shall pay the
        annual benefit in equal semi-annual installments, with the semi-annual
        installments to be paid on the first business day of January and July of
        each
        calendar year.  The semi-annual installments shall commence on the
        first business day of January in the year immediately following the year
        in
        which the Director has a Separation from Service; provided, however, if the
        Director is a Specified Employee as of the date of his Separation from Service,
        then the first semi-annual installment shall be paid on the later of (1)
        the
        first business day of January in the year immediately following the year
        in
        which Separation from Service occurs, or (2) the first day of the month
        following the lapse of six months after the date of the Separation from
        Service.

      


      
        
          
          

        

        
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      (b)
        In
        the event a Director dies prior to receiving twenty (20) semi-annual installment
        payments, the Director=s
        designated
        beneficiary(ies), or the Trustee=s
        estate in
        the event there is no surviving beneficiary, shall be entitled to receive
        the
        remaining semi-annual installment payments until the Director and such
        beneficiary(ies) or estate have received a total of twenty (20) semi-annual
        installment payments.  If a Director dies while serving as a member of
        the Board of Directors, the Director=s
        designated
        beneficiary(ies), or the Director=s
        estate in
        the event there is no surviving beneficiary, shall be entitled to receive
        the
        present value of the Director=s
        accrued
        retirement benefit at the date of death, payable as a lump sum.

      


      V.  FINANCING
        THE PLAN

      


      The
        Board
        of Directors may fund the Trust Fund, at its discretion, by making deposits
        into
        an interest-bearing account or such other investment  as the Executive
        Committee of the Bank, in its sole discretion, deems
        appropriate.  Members of the Board of Directors shall have no vested
        interest in the Trust Fund.

      


      VI.  POWERS
        AND RESPONSIBILITIES OF THE ADMINISTRATOR

      


      The
        Administrator shall serve at the discretion of the Board of
        Directors.

      


      The
        primary responsibility of the Administrator is to administer the Plan and
        Trust
        for the exclusive benefit of the Directors in accordance with this
        Plan.  The Administrator may establish procedures, correct any defect,
        and supply any information as shall be deemed necessary or advisable to carry
        out the purpose of this Plan.

      


      The
        Administrator shall be charged with the duties of the general administration
        of
        the Plan, including, but not limited to, the following:

      


      (a)  to
        determine all questions relating to the benefits payable to the
        Directors;

      


      (b)  to
        compute and distribute the amount of benefits to which any Director shall
        be
        entitled hereunder;

      


      (c)  to
        maintain all necessary records for the administration of the Plan;

      


      (d)  to
        consult with the Board of Directors regarding the short and long-term liquidity
        of the Plan;

      


      (e)  to
        pay all expenses of administration of the Plan out of the Trust Fund upon
        approval of the Executive Committee of the Bank;  and

      


      
        
          
          

        

        
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      (f)  upon
        termination of this Plan, to distribute any principal and interest accumulated
        in the Trust Fund to the Bank.

      


      VIII.  RIGHTS
        OF DIRECTORS UNDER THE PLAN

      


      The
        rights of a Director or a Director=s
        beneficiary(ies) to benefits under this Plan shall be solely those of an
        unsecured creditor of the Bank.  The assets of the Trust Fund shall
        not be deemed to be held for the benefit of a Director or a Director=s
        beneficiary(ies) or to be security for the performance of the Bank=s
        obligations pursuant hereto, but shall be and remain a general asset of the
        Bank.

      


      IN
        WITNESS WHEREOF, this Plan has been executed the day and year first written
        above.

      


      Signed,
        sealed and delivered

      in
        the
        presence of:

      


      
        	 	 	
                BOARD
                  OF DIRECTORS

              
	 	 	 
	
                Attest:

              	 	
                 

              
	 	 	 
	/s/
                Frank Kovalcheck  	 	
                By:

              	/s/
                Robert W. White 
	
                Name:

              	Frank
                Kovalcheck 	 	 	
                Robert
                  W. White, Chairman, President

              
	 	 	 	
                and
                  Chief Executive Officer

              
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	
                ADMINISTRATOR

              
	 	 	 	 
	 	 	 	 
	Attest:	 	 	 
	 	 	 	
                 

              
	/s/
                Frank Kovalcheck  	 	
                By:

              	/s/
                Robert W. White 
	
                Name:

              	Frank
                Kovalcheck 	 	
                 

              	
                Robert
                  W. White, Chairman, President

              
	 	 	 	
                
                  and
                    Chief Executive Officer

                

              
	 	 	 	
                 

              


      

      


      


      
        
          
          

        

        
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