RETIREMENT, CONSULTING AND NONCOMPETITION AGREEMENT
EXHIBIT
10.1
THIS
RETIREMENT, CONSULTING AND NONCOMPETITION AGREEMENT (the “Agreement”) is made
this 3rd day of May 2008 (the “Effective Date”) by and between Xxxxxx X. Xxxxxxx
(the “Executive”), and Abington Savings Bank, a Pennsylvania chartered savings
bank doing business as “Abington Bank” (the “Bank” or the
“Employer”).
W I T N E S
S E T H:
WHEREAS,
the Executive currently serves as a Senior Vice President and Secretary of the
Employer;
WHEREAS,
the Executive currently is a party to an amended and restated employment
agreement with the Bank, dated as of November 28, 2007 (the “Employment
Agreement”), setting forth the terms and conditions of his
employment;
WHEREAS,
the Executive has expressed a desire to elect early retirement effective as of
September 30, 2008 (the “Retirement Date”);
WHEREAS,
the Bank desires to have the Executive provide certain consulting services on a
part-time basis following the Retirement Date as set forth
below;
WHEREAS,
the Executive is willing to relinquish his rights under the Employment
Agreement; and
WHEREAS,
the Employer and the Executive desire to set forth their agreement with respect
to the Executive’s retirement from the Employer, the terms and conditions under
which the Executive will retire and receive certain benefits, and the consulting
services to be provided by the Executive;
NOW,
THEREFORE, in consideration of the mutual premises and covenants contained
herein, and intending to be legally bound, the parties agree as
follows:
1.
Termination
of Employment and Employment Agreement; Transition
Period.
(a) Effective
as of the Retirement Date, the Executive shall no longer be an officer or
employee of the Employer and shall be deemed to have resigned as an officer and
employee of the Employer. The Employment Agreement, by mutual agreement of the
parties hereto, shall be terminated and be of no further force and effect as of
the Effective Date, and the Executive shall be entitled only to the rights and
payments set forth herein in lieu of any and all rights and payments under the
Employment Agreement.
(b) Between
the Effective Date and the Retirement Date (the “Transition Period”), the
Executive shall continue in his current positions as a Senior Vice President and
Secretary of the Employer. During the Transition Period, the
Executive shall report to, and shall coordinate his activities with, the
President and Chief Executive Officer of the Bank or his designee. It
is contemplated that the services to be provided by the Executive during the
Transition Period will include services consistent with his current titles as
well as assisting in the training of a new chief lending officer and a new
secretary of the Bank.
2.
Payments
and Benefits to the Executive.
(a) During
the Transition Period, the Employer agrees to continue to pay the Executive at
an annualized rate equal to his current annual base salary of $142,300
($11,858.33 per month), paid in accordance with the Employer’s normal procedures
applicable to employees. In addition, during the Transition Period, the
Executive will be entitled to continued medical, dental, life, accident and
disability insurance in his capacity as an employee, with the Executive
responsible for paying the employee share of any premiums, co-payments or
deductibles. Notwithstanding anything to the contrary herein,
subsequent to the Retirement Date, other than continued medical and dental insurance,
the Executive will not be entitled to participate in or accrue or earn any
benefits under any other benefit plan or arrangement maintained by the
Employers.
(b) During
the first 18 months following the Retirement Date, in consideration of the
Executive’s obligations and agreements under Section 5, 6 and 7 of this
Agreement, the Employer agrees to pay a consulting and noncompetition fee of
$10,000 per month to the Executive on the last business day of each
month, commencing October 31, 2008 and ending March 31, 2010. The
Employer’s obligation to make such payments shall cease if the Executive
breaches any provision of this Agreement, including but not limited to Sections
5, 6 and 7 of this Agreement.
(c) During
the last 18 months of the Noncompetition Period (as defined in Section 6 below),
in consideration of the Executive’s obligations and agreements under Sections 6
and 7 of this Agreement, the Employer agrees to pay a noncompetition fee of
$7,500 per month to the Executive on the last business day of each month,
commencing April 30, 2010 and ending October 31, 2011. The Employer’s
obligations to make such payments shall cease if the Executive breaches any
provision of this Agreement, including but not limited to Sections 6 and 7 of
this Agreement.
(d) The
Employer agrees to provide the Executive with continued medical and dental insurance
until the earlier to occur of (i) the passage of 36 months following the
Retirement Date, (ii) the date of the Executive’s full-time employment with
another employer pursuant to which he becomes entitled under the terms of such
employment to medical and dental benefits or (iii) the date that the Executive
becomes entitled to medical and dental benefits pursuant to coverage provided to
his spouse by her employer. The coverage provided during such period will be
comparable to the coverage provided by the Employer to other employees, with the
Executive responsible for paying the same share of any premiums, co-payments or
deductibles as if he was still an employee; provided that any insurance premiums
payable by the Employer or any successors pursuant to this Section 2(d) shall be
payable at such times and in such amounts as if the Executive was still an
employee of the Employer, 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 Employer in any taxable year shall not affect the amount of
insurance premiums required to be paid by the Employer in any other taxable
year.
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(e) The
Employer shall have no obligation to make contributions for service subsequent
to the Retirement Date with respect to the Bank’s 401(k) Plan, the SERP, the
Bank’s Employee Stock Ownership Plan (the “ESOP”), the Bank’s Executive Deferred
Compensation Plan (the “EDCP”) or any other tax-qualified or non-tax-qualified
retirement or profit sharing plan on behalf of the Executive, and the Executive
shall have no right to participate in or accrue any additional benefit related
to such plans for service after the Retirement Date. All of the
Executive’s accrued and vested benefits held under the 401(k) Plan, the ESOP and
the EDCP as of the Retirement Date shall be payable to the Executive in
accordance with the terms of such plans, with the Executive being deemed to have
a Separation from Service (as such term is defined in the EDCP) as of the
Retirement Date. The Executive and his beneficiaries shall not be
entitled to receive any benefits under the SERP or, following the Retirement
Date, under the Executive’s split dollar insurance agreement with the
Bank.
(f) The
value of the Executive’s accrued but unused vacation leave as of the Retirement
Date shall be paid to the Executive within ten business days following the
Retirement Date.
(g) The
Executive shall not be entitled to any cash bonus for service in fiscal 2008
under any Employer bonus plan.
3.
Stock
Option Plans. It is acknowledged that no additional
arrangements are being provided by the Employer to the Executive under any of
the stock option plans (the “Option Plans”) of Abington Bancorp, Inc. (the
“Company”). All outstanding stock options held by the Executive under
the Option Plans which are not exercisable as of the Retirement Date shall be
forfeited by the Executive, and all vested stock options held by the Executive
shall remain exercisable for the time periods set forth in the Option Plans and
related grant agreements. As of the Effective Date, the Executive
holds 37,440 vested stock options, with an additional 18,720 stock options
scheduled to vest on July 5, 2008.
4.
Recognition
and Retention Plans. It is acknowledged that no additional
arrangements are being provided by the Employer to the Employee under any of the
Company’s recognition and retention plans (the “RRPs”) and that awards
previously made by the Company to the Employee under the RRPs which remain
unvested as of the Retirement Date shall not accelerate or be deemed earned and
will be forfeited in accordance with the terms of the RRPs as of the date
thereof. As of the Effective Date, the Executive holds an award for
5,600 RRP shares which is scheduled to vest on July 5, 2008. Because
the remaining unvested RRP shares are not scheduled to vest until after the
Retirement Date, they will be forfeited as of the Retirement Date.
5.
Consulting
Services.
(a) Consulting
Period. The Bank hereby agrees to engage the Executive, and
the Executive hereby agrees to provide consulting services to the Bank, subject
to the terms and conditions of this Agreement, for the period commencing on the
Retirement Date and ending 18 months thereafter (the “Consulting
Period”). During the Consulting Period, the Executive shall be
treated as an independent contractor and shall not be deemed to be an employee
of the Bank or any subsidiary or affiliate of the Bank.
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(b) Duties. During
the Consulting Period, the Executive shall report to the President of the Bank
or his designee, and shall provide his personal advice and counsel to the Bank
regarding its operations, customer relationships, growth and expansion
opportunities and other business matters that may arise in connection with the
business and operations of the Bank and its subsidiaries and affiliates in the
Commonwealth of Pennsylvania and as may be reasonably requested by the President
of the Bank or his designee from time to time (collectively, the “Consulting
Services”). It is contemplated that the Consulting Services will
include, without limitation, (i) meetings or teleconferences between the
Executive and the President of the Bank, and (ii) efforts by the Executive to
enhance the business activities of the Bank and its subsidiaries and affiliates
in the Commonwealth of Pennsylvania, including without limitation meeting with
existing and potential customers of the Bank and its subsidiaries located in
such state. Consulting Services may be provided in person,
telephonically, electronically or by correspondence to the extent appropriate
under the circumstances.
(c) Geographic
Location. The Executive shall provide the Consulting Services
in the Commonwealth of Pennsylvania, including without limitation the market
areas of the Bank.
(d) Time
Limitation. In no event shall the Executive be required to
provide Consulting Services hereunder for more than eight hours per week or 30
hours in any calendar month during the Consulting Period, with the maximum
monthly hours being pro-rated for the first and last month of the Consulting
Period.
6.
Non-Competition
Provisions. The Executive agrees that during the 36-month
period immediately following the Retirement Date (the “Noncompetition Period”),
the Executive will not (i) without the prior written consent of the Bank (which
consent may be given or withheld in the Bank’s sole discretion), directly or
indirectly, engage in, become interested in, or become associated with, in the
capacity of employee, consultant, director, officer, owner, principal, agent,
trustee or in any other capacity whatsoever, any proprietorship, partnership,
corporation, enterprise or entity located in any county in which the Company,
the Bank or any of their subsidiaries maintains an office or in any immediately
adjacent county located in Pennsylvania (collectively, the “Counties” and
individually a “County”), which proprietorship, partnership, corporation,
enterprise or other entity is, or may be deemed to be by the Bank, competitive
with any business carried on by the Company, the Bank or any of their
subsidiaries, including but not limited to entities which lend money and take
deposits (in each case, a “Competing Business”), provided, however, that this
provision shall not prohibit the Executive from owning bonds, non-voting
preferred stock or up to five percent (5%) of the outstanding common stock of
any Competing Business if such common stock is publicly traded, (ii) solicit or
induce, or cause others to solicit or induce, any employee of the Employer or
its subsidiaries or affiliates to leave the employment of such entities, or
(iii) solicit (whether by mail, telephone, electronically, personal meeting or
any other means, excluding general solicitations of the public that are not
based in whole or in part on any list of customers of the Employer or its
subsidiaries or affiliates) any customer of the Employer or its subsidiaries or
affiliates to transact business with any other person or entity, whether or not
a Competing Business, or to reduce or refrain from doing any business with the
Bank or its subsidiaries or affiliates, or interfere with or damage (or attempt
to interfere with or damage) any relationship between the Employer and its
subsidiaries or affiliates and any such customers.
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7.
Confidentiality.
(a) The
Executive acknowledges that, except as required by law or in his own good faith
use in any proceeding, he has no right personally to use or disclose to any
person, firm or corporation, information concerning any customer list, business
secrets or confidential financial information of the Employer that he knew was
intended by the Employer to be confidential and that he did not have reason to
believe had been made public (collectively, “Confidential
Information”). Accordingly, the Executive covenants and agrees that
he shall not use or permit the use of any Confidential Information, and shall
not divulge any Confidential Information to any person, firm or corporation;
provided, however, that nothing in this Section 7(a) shall prevent the
Executive, with or without the Employer’s consent, from participating in or
disclosing documents or information in connection with any judicial or
administrative investigation, inquiry or proceeding or the Company's public
reporting requirements to the extent that such participation or disclosure is
required under applicable law.
(b) The
Executive covenants and agrees that upon any adjudication that he has violated
the terms of Section 7(a), the Employer shall be entitled to seek injunctive
relief and to be awarded damages, together with such party’s costs, reasonable
attorneys’ fees and expenses in connection with enforcing the terms
hereof.
8.
Release of
the Employer and Related Parties.
(a) In
consideration of the payments and benefits to be provided to the Executive
pursuant to this Agreement, the sufficiency of which is acknowledged hereby, the
Executive, with the intention of binding himself and his heirs, executors,
administrators and assigns, does hereby release, remise, acquit and forever
discharge the Employer and its subsidiaries and affiliates (the “Employer
Affiliated Group”), their present and former officers, directors, executives,
agents, attorneys and employees, and the successors, predecessors and assigns of
each of the foregoing (individually, “Employer Released Party” and collectively,
the “Employer Released Parties”), of and from any and all claims, actions,
causes of action, complaints, charges, demands, rights, damages, debts, sums of
money, accounts, financial obligations, suits, expenses, attorneys’ fees and
liabilities of whatever kind or nature in law, equity or otherwise, whether
accrued, absolute, contingent, unliquidated or otherwise and whether now known
or unknown, suspected or unsuspected, which the Executive, individually or as a
member of a class, has, owns or holds, or has at any time heretofore had, owned
or held, against any Employer Released Party in any capacity, including, without
limitation, any and all claims (i) arising out of or in any way connected with
the Executive’s service to any member of the Employer Affiliated Group (or its
predecessors or successors) in any capacity, or the termination of such service
in any such capacity, (ii) with respect to the Employment Agreement, (iii) for
severance or vacation benefits, unpaid wages, salary or incentive payments, (iv)
for breach of contract, wrongful discharge, impairment of economic opportunity,
defamation, intentional infliction of emotional harm or other tort, (v) for any
violation of applicable state or local labor and employment laws (including,
without limitation, all laws concerning unlawful and unfair labor and employment
practices) and (vi) for employment discrimination under any applicable federal,
state or local statute, provision, order or regulation, and including, without
limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title
VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans
with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of
1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA”)
and any similar or analogous state statute, excepting only:
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(A) the
rights of the Executive (i) relating to any vested stock options held by the
Executive under the Option Plans as of the date hereof (collectively, the
“Equity Arrangements”) and (ii) as a stockholder of the
Company;
(B) the
right of the Executive to receive COBRA continuation coverage in accordance with
applicable law;
(C) rights
to indemnification the Executive may have under (i) applicable corporate law,
(ii) the articles of incorporation, charter or bylaws of any Employer Released
Party, (iii) any other agreement between the Executive and an Employer Released
Party, or (iv) as an insured under any director’s and officer’s liability
insurance policy now or previously in force; and
(D) claims
for benefits under any health, disability, retirement, life insurance or other
similar “employee benefit plan” (within the meaning of Section 3(3) of ERISA) of
the Employer Affiliated Group (the “Employer Benefit
Plans”).
(b) The
Executive acknowledges and agrees that the release of claims set forth in this
Section 8 is not to be construed in any way as an admission of any liability
whatsoever by any Employer Released Party, with any such liability being
expressly denied.
(c) The
release of claims set forth in this Section 8 applies to any relief no matter
how called, including, without limitation, wages, back pay, front pay,
compensatory damages, liquidated damages, punitive damages, damages for pain or
suffering, costs, and attorney’s fees and expenses.
(d) The
Executive specifically acknowledges that his acceptance of the terms of the
release of claims set forth in this Section 7 is, among other things, a specific
waiver of his rights, claims and causes of action under Title VII, ADEA, ADA and
any state or local law or regulation in respect of discrimination of any
kind.
(e) The
Executive shall have a period of 21 days to consider whether to execute this
Agreement. To the extent the Executive has executed this Agreement within less
than 21 days after its delivery to him, the Executive hereby acknowledges that
his decision to execute this Agreement prior to the expiration of such 21-day
period was entirely voluntary. If the Executive accepts the terms
hereof and executes this Agreement, he may thereafter, for a period of seven
days following (and not including) the date of execution, revoke this Agreement.
If no such revocation occurs, this Agreement shall become irrevocable in its
entirety, and binding and enforceable against the Executive, on the day next
following the day on which the foregoing seven-day period has elapsed. Any
revocation of this Agreement shall be deemed for all purposes a revocation of
this Agreement in its entirety.
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(f) The
Executive acknowledges and agrees that he has not, with respect to any
transaction or state of facts existing prior to the date hereof, filed any
complaints, charges or lawsuits against any Employer Released Party with any
governmental agency, court or tribunal.
(g) In
addition to any other remedy available to the Employer hereunder, in the event
that, as a result of a challenge brought by an Executive Released Party (as
defined below), the release of claims set forth in this Section 8 becomes null
and void or is otherwise determined not to be enforceable, then the Employer’s
obligation to make any additional payments or to provide any additional benefits
under this Agreement shall immediately cease to be of any force and effect, and
the Executive shall promptly return to the Employer any payments or benefits
(including those under Sections 2(a), 2(b) and 2(c) above) the provision of
which by the Employer was conditioned on the enforceability of this
Agreement.
(h) The
Executive acknowledges that (i) he is executing this Agreement voluntarily and
without any duress or undue influence by any of the parties hereto, (ii) he has
been advised to consult with an attorney of his choice and has been given an
opportunity to do so, and (iii) he has carefully read this Agreement and the
releases contained herein and understands its contents and
consequences.
9.
Release of
Claims by the Employers.
(a) The
Employer, with the intention of binding itself and its subsidiaries, affiliates,
predecessors and successors and their directors and officers (individually, a
“Releasing Entity” and collectively, the “Releasing Entities”), do hereby
release, remise, acquit and forever discharge the Executive and his heirs,
estate, executors, administrators and assigns (collectively, the “Executive
Released Parties”), of and from any and all claims, actions, causes of action,
complaints, charges, demands, rights, damages, debts, sums of money, accounts,
financial obligations, suits, expenses, attorneys’ fees and expenses and
liabilities of whatever kind or nature in law, equity or otherwise, whether
accrued, absolute, contingent, unliquidated or otherwise and whether now known
or unknown, suspected or unsuspected, which the Employer and its subsidiaries,
affiliates, predecessors and successors, individually or as a member of a class,
have, own or hold, or have at any time heretofore had, owned or held, against
any Executive Released Party, excepting only:
(A) rights
of the Releasing Entities under this Agreement, the Employment Agreement, the
Equity Arrangements and the Employer Benefit Plans;
(B) rights
of the Releasing Entities arising by reason of the Executive having committed a
crime or an act or omission to act which constitutes fraud, willful misconduct
or gross negligence; and
(C) rights
of the Releasing Entities pursuant to any mortgage or loan agreement between any
Releasing Entity and the Executive or in connection with any indebtedness or
overdraft owed by the Executive to any Releasing Entity.
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(b) The
Releasing Entities acknowledge and agree that the release of claims set forth in
this Section 9 is not to be construed in any way as an admission of any
liability whatsoever by any Executive Released Party, with any such liability
being expressly denied.
(c) The
release of claims set forth in this Section 9 applies to any relief no matter
how called, including, without limitation, compensatory damages, liquidated
damages, punitive damages, damages for pain or suffering, costs, and attorneys’
fees and expenses.
(d) Nothing
herein shall be deemed, nor does anything contained herein purport, to be a
waiver of any right or claim or cause of action which by law any of the
Releasing Entities is not permitted to waive.
(e) The
Employer acknowledges and agrees that it has not, with respect to any
transaction or state of facts existing prior to the date hereof, filed any
complaints, charges or lawsuits against any Executive Released Party with any
governmental agency, court or tribunal.
10. Representation. The
Employer and the Executive represent that they have reviewed this Agreement, and
that each of them is fully aware of the content of this Agreement and of its
legal effect, and acknowledge that this is a legally valid and binding
obligation of the parties.
11. Withholding. The
Employer may make such provisions as it deems appropriate for the withholding
pursuant to federal, state or local income tax laws of such amounts as the
Employer determines it is required to withhold in connection with the payments
to be made pursuant to this Agreement.
12.
Amendment
and Waiver. The terms of this Agreement may not be modified
other than in a writing signed by the parties. No term or condition
of this Agreement shall be deemed to have been waived, nor shall there be any
estoppel against enforcement of any provision of this Agreement, except by
written instrument of the party charged with such waiver or
estoppel. No such written waiver shall be deemed a continuing waiver
unless specifically stated therein, and each such waiver shall operate only as
to the specific term or condition for the future or as to any act other than
that specifically waived.
13. Notices. All
notices, demands, consents or other communication required or permitted
hereunder shall be in writing and shall be deemed to have been given when: (i)
personally delivered, or (ii) sent postage prepaid by registered or certified
mail, return receipt requested, such receipt showing delivery to have been made,
or (iii) sent overnight by prepaid receipt courier addressed as
follows:
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If
to the Executive:
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Xxxxxx
X. Xxxxxxx
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At
his last address on file with
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the
Employer
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8
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If
to the Employers:
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Abington
Savings Bank
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000
Xxx Xxxx Xxxx
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Xxxxxxxxxx,
Xxxxxxxxxxxx 00000
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| Attention: |
Xxxxxx
X. Xxxxx
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President
and Chief Executive
Officer
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14. Entire
Agreement. This Agreement incorporates the entire
understanding among the parties relating to the subject matter hereof, recites
the sole consideration for the promises exchanged and supersedes any prior
agreements between the Employer and the Executive with respect to the subject
matter hereof, including but not limited to the Employment
Agreement. In entering into this Agreement, no party has
relied upon any representation or promise except those set forth
herein.
15.
Invalid
Provisions. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future laws effective during
the term of this Agreement, such provision shall be fully severable and this
Agreement shall be construed and enforced as if such illegal, invalid or
unenforceable provision had never comprised a part of this Agreement, and the
remaining provisions of this Agreement shall remain in full force and effect and
shall not be affected by the illegal, invalid or unenforceable provision or by
its deletion from this Agreement.
16. Enforcement.
(a) This
Agreement shall be binding upon and inure to the benefit of the Executive and
the Employer and their respective heirs and/or successors and permitted
assigns. If any party to the Agreement breaches or threatens to
breach any provision of this Agreement, then any non-breaching party shall be
entitled to injunctive relief to prevent such breaches of this Agreement and to
specifically enforce the terms and provisions hereof, in addition to any other
remedy to which the non-breaching party may be entitled at law or in
equity.
(b) It
is the intention of the parties hereto that the provisions of this Agreement
shall be enforced to the fullest extent permissible under all applicable laws
and public policies, but that the unenforceability or the modification to
conform with such laws or public policies of any provision hereof shall not
render unenforceable or impair the remainder of the Agreement. The
covenants in Section 6 of this Agreement with respect to the Counties shall be
deemed to be separate covenants with respect to each County, and should any
court of competent jurisdiction conclude or find that this Agreement or any
portion is not enforceable with respect to any of the Counties, such conclusion
or finding shall in no way render invalid or unenforceable the covenants herein
with respect to any other County. Accordingly, if any provision shall
be determined to be invalid or unenforceable either in whole or in part, this
Agreement shall be deemed amended to delete or modify as necessary the invalid
or unenforceable provisions to alter the balance of this Agreement in order to
render the same valid and enforceable.
(c) The
Executive acknowledges that any breach of Sections 6 or 7 of this Agreement will
result in irreparable damage to the Bank for which the Bank will not have an
adequate remedy at law. In addition to any other remedies and damages
available to the Bank, the Executive further acknowledges that the Bank shall be
entitled to seek injunctive relief hereunder to enjoin any breach of Sections 6
or 7 of this Agreement, and the parties hereby consent to any injunction issued
in favor of the Bank by any court of competent jurisdiction, without prejudice
to any other right or remedy to which the Bank may be entitled. The
Executive represents and acknowledges that, in light of his experience and
capabilities, the Executive can obtain employment with other than a Competing
Business or in a business engaged in other lines and/or of a different nature
than those engaged in by the Bank or its subsidiaries or affiliates, and that
the enforcement of a remedy by way of injunction will not prevent the Executive
from earning a livelihood. In the event of a breach of this Agreement
by the Executive, the Executive acknowledges that in addition to or in lieu of
the Bank seeking injunctive relief, the Bank may also seek to recoup any or all
amounts paid by the Bank to the Executive pursuant to Sections 2(a), 2(b) and
2(c) hereof. Each of the remedies available to the Bank in the event
of a breach by the Executive shall be cumulative and not mutually
exclusive.
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17. Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania, except to the
extent that applicable federal law preempts the laws of Commonwealth of
Pennsylvania.
18. Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original, and all of which together shall constitute one and the
same instrument.
IN
WITNESS WHEREOF, the Bank has caused this Agreement to be executed by its duly
authorized representatives and the Executive has executed this Agreement, all as
of the day and year first written above.
WITNESSES:
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ABINGTON
BANK
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| /s/Xxxxx Xxxxxxxxxx | By: | /s/Xxxxxx X. Xxxxx | ||
| Name: | Xxxxx Xxxxxxxxxx | Xxxxxx X. Xxxxx | ||
| Title: | Senior Vice President |
President
and Chief Executive Officer
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| EXECUTIVE | ||||
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/s/Xxxxx
Xxxxxxxxxx
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By:
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/s/Xxxxxx
X. Xxxxxxx
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Name:
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Xxxxx
Xxxxxxxxxx
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Xxxxxx
X. Xxxxxxx
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Title:
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Senior
Vice President
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