Exhibit 10.2
ABINGTON COMMUNITY BANCORP, INC.
2005 RECOGNITION AND RETENTION PLAN AND TRUST AGREEMENT
ARTICLE I
ESTABLISHMENT OF THE PLAN AND TRUST
1.01 Abington Community Bancorp, Inc. (the "Corporation") hereby
establishes the 2005 Recognition and Retention Plan (the "Plan") and Trust (the
"Trust") upon the terms and conditions hereinafter stated in this 2005
Recognition and Retention Plan and Trust Agreement (the "Agreement").
1.02 The Trustee hereby accepts this Trust and agrees to hold the
Trust assets existing on the date of this Agreement and all additions and
accretions thereto upon the terms and conditions hereinafter stated.
ARTICLE II
PURPOSE OF THE PLAN
The purpose of the Plan is to retain personnel of experience and ability
in key positions by providing Employees and Non-Employee Directors with a
proprietary interest in the Corporation and its Subsidiary Companies as
compensation for their contributions to the Corporation and the Subsidiary
Companies and as an incentive to make such contributions in the future. Each
Recipient of a Plan Share Award 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 of a Plan Share Award hereunder.
ARTICLE III
DEFINITIONS
The following words and phrases when used in this Agreement 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 a
Recipient to receive any benefits payable under the Plan in the event of such
Recipient's death. Such person or persons shall be designated in writing on
forms provided for this purpose by the Committee and may be changed from time to
time by similar written notice to the Committee. In the absence of a written
designation, the Beneficiary shall be the Recipient's surviving spouse, if any,
or if none, his or her estate.
3.04 "Board" means the Board of Directors of the Corporation.
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3.05 "Change in Control of the Corporation" shall mean the occurrence
of any of the following events:
(i) approval by the shareholders of the Corporation of a
transaction that would result and does result in the reorganization, merger or
consolidation of the Corporation, with one or more other persons, other than a
transaction following which:
(A) at least 51% of the equity ownership interests
of the entity resulting from such transaction are beneficially owned (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the
same relative proportions by persons who, immediately prior to such transaction,
beneficially owned (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) at least 51% of the outstanding equity ownership interests in the
Corporation; and
(B) at least 51% of the securities entitled to vote
generally in the election of directors of the entity resulting from such
transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) in substantially the same relative proportions by
persons who, immediately prior to such transaction, beneficially owned (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of
the securities entitled to vote generally in the election of directors of the
Corporation;
(ii) the acquisition of all or substantially all of the
assets of the Corporation or beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of the outstanding
securities of the Corporation entitled to vote generally in the election of
directors by any person, other than Abington Mutual Holding Company, the parent
mutual holding company of the Corporation (the "MHC"), or by any persons acting
in concert, or approval by the shareholders of the Corporation of any
transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the Corporation
or the Bank, or approval by the shareholders of the Corporation of a plan for
such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following
such event, members of the Board of Directors of the Corporation who belong to
any of the following groups do not aggregate at least a majority of the Board of
Directors of the Corporation:
(A) individuals who were members of the Board of
Directors of the Corporation on the Effective Date of this Plan; or
(B) individuals who first became members of the
Board of Directors of the Corporation after the Effective Date of this Plan
either:
(1) upon election to serve as a member of
the Board of Directors of the Corporation by the affirmative vote of
three-quarters of the members of such Board, or of a nominating committee
thereof, in office at the time of such first election; or
(2) upon election by the shareholders of the
Board of Directors of the Corporation to serve as a member of the Board of
Directors of the Corporation, but only if nominated for election by the
affirmative vote of three-quarters of the members of such Board, or of a
nominating committee thereof, in office at the time of such first nomination;
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provided that such individual's election or nomination did not result
from an actual or threatened election contest or other actual or threatened
solicitation of proxies or consents other than by or on behalf of the Board of
the Directors of the Corporation; or
(v) any event which would be described in Section 3.05(i),
(ii), (iii) or (iv) if the term "Bank" were substituted for the term
"Corporation" therein and the term "Board of Directors of the Bank" were
substituted for the term "Board of Directors of the Corporation" therein.
In no event, however, shall a Change in Control of the Corporation be deemed to
have occurred as a result of a second step conversion of the Corporation or any
acquisition of securities or assets of the Corporation, the Bank or a subsidiary
of either of them, by the Corporation, the Bank, any subsidiary of either of
them, or by any employee benefit plan maintained by any of them. For purposes of
this Section 3.04, the term "person" shall include the meaning assigned to it
under Sections 13(d)(3) or 14(d)(2) of the Exchange Act.
3.06 "Code" means the Internal Revenue Code of 1986, as amended.
3.07 "Committee" means the committee appointed by the Board pursuant
to Article IV hereof.
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 any physical or mental impairment which (i)
qualifies an individual for disability benefits under the applicable long-term
disability plan maintained by the Corporation or a Subsidiary Company or (ii) if
no such plan applies, would qualify such individual for disability benefits
under the long-term disability plan maintained by the Corporation, if such
individual were covered by that plan, as determined in the sole discretion of
the Committee.
3.11 "Effective Date" means the day upon which the Board adopts 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.
3.15 "FDIC" means the Federal Deposit Insurance Corporation.
3.16 "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
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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.
3.17 "Offering" means the offering of Common Stock to the public
completed during 2004 in connection with the mutual holding company
reorganization of the Bank and the issuance of the capital stock of the Bank to
the Corporation.
3.18 "Officer" means an Employee whose position in the Corporation or
a Subsidiary Company is that of a corporate officer, as determined by the Board.
3.19 "Performance Share Award" means a Plan Share Award granted to a
Recipient pursuant to Section 7.05 of the Plan.
3.20 "Performance Goal" means an objective for the Corporation or any
Subsidiary Company or any unit thereof or any Employee of the foregoing that may
be established by the Committee for a Performance Share Award to become vested,
earned or exercisable. The establishment of Performance Goals are intended to
make the applicable Performance Share Awards "performance-based" compensation
within the meaning of Section 162(m) of the Code, and the Performance Goals
shall be based on one or more of the following criteria:
(i) net income, as adjusted for non-recurring items;
(ii) cash earnings;
(iii) earnings per share;
(iv) cash earnings per share;
(v) return on average equity;
(vi) return on average assets;
(vii) assets;
(viii) stock price;
(ix) total shareholder return;
(x) capital;
(xi) net interest income;
(xii) market share;
(xiii) cost control or efficiency ratio; and
(xiv) asset growth.
3.21 "Plan Shares" or "Shares" means shares of Common Stock which may
be distributed to a Recipient pursuant to the Plan.
3.22 "Plan Share Award" or "Award" means a right granted under this
Plan to receive a distribution of Plan Shares upon completion of the service
requirements described in Article VII hereof, and includes Performance Share
Awards.
3.23 "Recipient" means an Employee or Non-Employee Director or former
Employee or Non-Employee Director who receives a Plan Share Award or Performance
Share Award under the Plan.
3.24 "Retirement" means:
(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
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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 a Recipient
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.
3.25 "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 the
granting of the Plan Share Award in question.
3.26 "Trustee" means such firm, entity or persons approved by the
Board to hold legal title to the Plan and the Plan assets for the purposes set
forth herein.
ARTICLE IV
ADMINISTRATION OF THE PLAN
4.01 Duties of the Committee. The Plan shall be administered and
interpreted by the Committee, which shall 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. In addition, each member of the Committee
shall be an (i) "outside director" within the meaning of Section 162(m) of the
Code and the 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 have all of the powers allocated to it in this and other Sections of the
Plan. The interpretation and construction by the Committee of any provisions of
the Plan or of any Plan Share Award granted hereunder shall be final and binding
in the absence of action by the Board. 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. The Committee
shall report its actions and decisions with respect to the Plan to the Board at
appropriate times, but in no event less than once per calendar year.
4.02 Role of the Board. The members of the Committee and the Trustee
shall be appointed or approved by, and will serve at the pleasure of, the Board.
The Board may in its discretion from time to time remove members from, or add
members to, the Committee, and may remove or replace the Trustee, provided that
any directors who are selected as members of the Committee shall be Non-Employee
Directors.
4.03 Revocation for Misconduct. Notwithstanding anything to the
contrary herein, the Board or the Committee may by resolution immediately
revoke, rescind and terminate any Plan Share Award, 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. Unvested Plan
Share Awards to a Non-Employee Director who is removed for cause
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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 or she serves shall terminate as of the
effective date of such removal.
4.04 Limitation on Liability. No member of the Board or the Committee
shall be liable for any determination made in good faith with respect to the
Plan or any Plan Shares or Plan Share Awards granted under it. If a member of
the Board or the Committee is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of anything done or not
done by him in such capacity under or with respect to the Plan, the Corporation
shall, subject to the requirements of applicable laws and regulations, indemnify
such member against all liabilities and expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he or she acted in
good faith and in a manner he reasonably believed to be in the best interests of
the Corporation and any Subsidiary Companies and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was
unlawful.
4.05 Compliance with Laws and Regulations. All Awards granted
hereunder shall be subject to all applicable federal and state laws, rules and
regulations and to such approvals by any government or regulatory agency or
shareholders 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.
4.06 Restrictions on Transfer. The Corporation may place a legend
upon any certificate representing shares issued pursuant to a Plan Share Award
noting that such shares may be restricted by applicable laws and regulations.
ARTICLE V
CONTRIBUTIONS
5.01 Amount and Timing of Contributions. The Board shall determine
the amount (or the method of computing the amount) and timing of any
contributions by the Corporation and any Subsidiary Companies to the Trust
established under this Plan. Such amounts may be paid in cash or in shares of
Common Stock and shall be paid to the Trust at the designated time of
contribution. No contributions by Employees or Non-Employee Directors shall be
permitted.
5.02 Investment of Trust Assets; Number of Plan Shares. Subject to
Section 8.02 hereof, the Trustee shall invest all of the Trust's assets
primarily in Common Stock. The aggregate number of Plan Shares available for
distribution pursuant to this Plan shall be 285,660 shares of Common Stock,
subject to adjustment as provided in Section 9.01 hereof, which shares shall be
purchased (from the Corporation and/or, if permitted by applicable regulations,
from shareholders thereof) by the Trust with funds contributed by the
Corporation. During the time this Plan remains in effect, Awards 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. Plan
Share Awards to Non-Employee Directors in the aggregate shall not exceed 30% of
the number of shares initially available under this Plan.
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ARTICLE VI
ELIGIBILITY; ALLOCATIONS
6.01 Awards. Plan Share Awards and Performance Share Awards may be
made to such Employees and Non-Employee Directors as may be selected by the
Board or the Committee. In selecting those Employees to whom Plan Share Awards
and/or Performance Share Awards may be granted and the number of Shares covered
by such Awards, the Board or the Committee shall consider 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 deemed 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 Plan Share Awards and/or Performance Share Awards to be granted to
him or her.
6.02 Form of Allocation. As promptly as practicable after an
allocation pursuant to Section 6.01 that a Plan Share Award or a Performance
Share Award is to be issued, the Board or the Committee shall notify the
Recipient in writing of the grant of the Award, the number of Plan Shares
covered by the Award, and the terms upon which the Plan Shares subject to the
Award shall be distributed to the Recipient. The Board or the Committee shall
maintain records as to all grants of Plan Share Awards or Performance Share
Awards under the Plan.
6.03 Allocations Not Required to any Specific Employee or
Non-Employee Director. No Employee or Non-Employee Director shall have any right
or entitlement to receive a Plan Share Award hereunder, such Awards being at the
total discretion of the Board or the Committee.
ARTICLE VII
EARNING AND DISTRIBUTION OF PLAN SHARES; VOTING RIGHTS
7.01 Earning Plan Shares; Forfeitures.
(a) General Rules. Subject to the terms hereof, Plan Share
Awards shall be earned by a Recipient at a rate no more rapid than twenty
percent (20%) of the aggregate number of Shares covered by the Award as of each
annual anniversary of the date of grant of the Award, such vesting rate to be
determined by the Committee. If the employment of an Employee or service as a
Non-Employee Director (including for purposes hereof service as an Advisory
Director) is terminated before the Plan Share Award has been completely earned
for any reason (except as specifically provided in subsections (b) and (c)
below), the Recipient shall forfeit the right to any Shares subject to the Award
which have not theretofore been earned. In the event of a forfeiture of the
right to any Shares subject to an Award, such forfeited Shares shall become
available for allocation pursuant to Section 6.01 hereof as if no Award had been
previously granted with respect to such Shares. No fractional shares shall be
distributed pursuant to this Plan.
(b) Exception for Terminations Due to Death, Disability or
Change in Control. Notwithstanding the general rule contained in Section
7.01(a), all Plan Shares subject to a Plan Share Award held by a Recipient whose
employment with the Corporation or any Subsidiary Company or service as a
Non-Employee Director (including for purposes hereof service as an Advisory
Director) terminates due to death or Disability shall be deemed earned as of the
Recipient's last day of employment with or service to the Corporation or any
Subsidiary Company (provided, however, no such accelerated vesting shall occur
if a Recipient remains
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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)
and shall be distributed as soon as practicable thereafter. Furthermore,
notwithstanding the general rule contained in Section 7.01(a), all Plan Shares
subject to a Plan Share Award held by a Recipient shall be deemed earned as of
the effective date of a Change in Control.
7.02 Distribution of Dividends. Any cash dividends, stock dividends
or returns of capital declared in respect of each unvested Plan Share Award will
be held by the Trust for the benefit of the Recipient on whose behalf such Plan
Share Award is then held by the Trust, and such dividends or returns of capital,
including any interest thereon, will be paid out proportionately by the Trust to
the Recipient thereof as soon as practicable after the Plan Share Award becomes
earned.
7.03 Distribution of Plan Shares.
(a) Timing of Distributions: General Rule. Subject to the
provisions of Section 7.05 hereof, Plan Shares shall be distributed to the
Recipient or his or her Beneficiary, as the case may be, as soon as practicable
after they have been earned.
(b) Form of Distributions. All Plan Shares, together with
any Shares representing stock dividends, shall be distributed in the form of
Common Stock. One share of Common Stock shall be given for each Plan Share
earned and distributable. Payments representing cash dividends shall be made in
cash.
(c) Withholding. The Trustee may withhold from any cash
payment or Common Stock distribution made under this Plan sufficient amounts to
cover any applicable withholding and employment taxes, and if the amount of a
cash payment is insufficient, the Trustee may require the Recipient or
Beneficiary to pay to the Trustee the amount required to be withheld as a
condition of delivering the Plan Shares. The Trustee shall pay over to the
Corporation or any Subsidiary Company which employs or employed such Recipient
any such amount withheld from or paid by the Recipient or Beneficiary.
(d) Restrictions on Selling of Plan Shares. Plan Share
Awards may not be sold, assigned, pledged or otherwise disposed of prior to the
time that they are earned and distributed pursuant to the terms of this Plan.
Upon distribution, the Board or the Committee may require the Recipient or his
or her Beneficiary, as the case may be, to agree not to sell or otherwise
dispose of his distributed Plan Shares except in accordance with all then
applicable federal and state securities laws, and the Board or the Committee may
cause a legend to be placed on the stock certificate(s) representing the
distributed Plan Shares in order to restrict the transfer of the distributed
Plan Shares for such period of time or under such circumstances as the Board or
the Committee, upon the advice of counsel, may deem appropriate.
7.04 Voting of Plan Shares. All shares of Common Stock held by the
Trust shall be voted by the Trustee in its discretion. Recipients of Plan Share
Awards shall have no voting rights until the Common Stock is earned and
distributed pursuant to the terms of the Plan Share Award.
7.05 Performance Awards.
(a) Designation of Performance Share Awards. The Committee
may determine to make any Plan Share Award a Performance Share Award by making
such Plan
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Share Award contingent upon the achievement of a Performance Goal or any
combination of Performance Goals. Each Performance Share Award shall be
evidenced by a written agreement ("Performance Award Agreement"), which shall
set forth the Performance Goals applicable to the Performance Share Award, the
maximum amounts payable and such other terms and conditions as are applicable to
the Performance Share Award. Each Performance Share Award shall be granted and
administered to comply with the requirements of Section 162(m) of the Code or
any successor thereto.
(b) Timing of Grants. Any Performance Share Award shall be
made not later than 90 days after the start of the period for which the
Performance Share Award relates and shall be made prior to the completion of 25%
of such period. All determinations regarding the achievement of any Performance
Goals will be made by the Committee. The Committee may not increase during a
year the amount of a Performance Share Award that would otherwise be payable
upon achievement of the Performance Goals but may reduce or eliminate the
payments as provided for in the Performance Award Agreement.
(c) Restrictions on Grants. Nothing contained in the Plan
will be deemed in any way to limit or restrict the Committee from making any
Award or payment to any person under any other plan, arrangement or
understanding, whether now existing or hereafter in effect.
(d) Rights of Recipients. A Participant who receives a
Performance Share Award payable in Common Stock shall have no rights as a
shareholder until the Common Stock is issued pursuant to the terms of the
Performance Award Agreement.
(e) Distribution. No Performance Share Award or portion
thereof that is subject to the attainment or satisfaction of a condition of a
Performance Goal shall be distributed or considered to be earned or vested until
the Committee certifies in writing that the conditions or Performance Goal to
which the distribution, earning or vesting of such Award is subject have been
achieved.
7.06 Nontransferable. Plan Share Awards and Performance Share Awards
and rights to Plan Shares shall not be transferable by a Recipient, and during
the lifetime of the Recipient, Plan Shares may only be earned by and paid to a
Recipient who was notified in writing of an Award by the Committee pursuant to
Section 6.02 and/or 7.05(a), as the case may be. No Recipient or Beneficiary
shall have any right in or claim to any assets of the Plan or Trust, nor shall
the Corporation or any Subsidiary Company be subject to any claim for benefits
hereunder.
ARTICLE VIII
TRUST
8.01 Trust. The Trustee shall receive, hold, administer, invest and
make distributions and disbursements from the Trust in accordance with the
provisions of the Plan and Trust and the applicable directions, rules,
regulations, procedures and policies established by the Committee pursuant to
the Plan.
8.02 Management of Trust. It is the intent of this Plan and Trust
that the Trustee shall have complete authority and discretion with respect to
the arrangement, control and investment of the Trust, and that the Trustee shall
invest all assets of the Trust in Common Stock to the fullest extent
practicable, except to the extent that the Trustee determines that the holding
of monies in cash or cash equivalents is appropriate to meet the obligations of
the Trust. In performing their
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duties, the Trustee shall have the power to do all things and execute such
instruments as may be deemed necessary or proper, including the following
powers:
(a) To invest up to one hundred percent (100%) of all Trust
assets in Common Stock without regard to any law now or hereafter in force
limiting investments for trustees or other fiduciaries. The investment
authorized herein may constitute the only investment of the Trust, and in making
such investment, the Trustee is authorized to purchase Common Stock from the
Corporation or from any other source, and such Common Stock so purchased may be
outstanding, newly issued, or treasury shares.
(b) To invest any Trust assets not otherwise invested in
accordance with (a) above, in such deposit accounts, and certificates of
deposit, obligations of the United States Government or its agencies or such
other investments as shall be considered the equivalent of cash.
(c) To cause stocks, bonds or other securities to be
registered in the name of a nominee, without the addition of words indicating
that such security is an asset of the Trust (but accurate records shall be
maintained showing that such security is an asset of the Trust).
(d) To hold cash without interest in such amounts as may in
the opinion of the Trustee be reasonable for the proper operation of the Plan
and Trust.
(e) To employ brokers, agents, custodians, consultants and
accountants.
(f) To hire counsel to render advice with respect to their
rights, duties and obligations hereunder, and such other legal services or
representation as they may deem desirable.
(g) To hold funds and securities representing the amounts to
be distributed to a Recipient or his Beneficiary as a consequence of a dispute
as to the disposition thereof, whether in a segregated account or held in common
with other assets of the Trust.
Notwithstanding anything herein contained to the contrary, the Trustee
shall not be required to make any inventory, appraisal or settlement or report
to any court, or to secure any order of court for the exercise of any power
herein contained, or give bond.
8.03 Records and Accounts. The Trustee shall maintain accurate and
detailed records and accounts of all transactions of the Trust, which shall be
available at all reasonable times for inspection by any legally entitled person
or entity to the extent required by applicable law, or any other person
determined by the Board or the Committee.
8.04 Expenses. All costs and expenses incurred in the operation and
administration of this Plan shall be borne by the Corporation or, in the
discretion of the Corporation, the Trust.
8.05 Indemnification. Subject to the requirements of applicable laws
and regulations, the Corporation shall indemnify, defend and hold the Trustee
harmless against all claims, expenses and liabilities arising out of or related
to the exercise of the Trustee's powers and the discharge of their duties
hereunder, unless the same shall be due to their gross negligence or willful
misconduct.
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ARTICLE IX
MISCELLANEOUS
9.01 Adjustments for Capital Changes. The aggregate number of Plan
Shares available for distribution pursuant to the Plan Share Awards and the
number of Shares to which any unvested Plan Share Award relates 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
the Plan resulting from any split, subdivision or consolidation of shares or
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. If, upon a merger, consolidation, reorganization, liquidation,
recapitalization or the like of the Corporation or of another corporation, the
shares of the Corporation's Common Stock shall be exchanged for other securities
of the Corporation or of another corporation, each Recipient of a Plan Share
Award shall be entitled, subject to the conditions herein stated, to receive
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 Recipients would have been
entitled to receive except for such action.
9.02 Amendment and Termination of Plan. The Board may, by resolution,
at any time amend or terminate the Plan, subject to 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 Recipient, alter or impair his or her Plan Share Award except as
specifically authorized herein. Upon termination of the Plan, the Recipient's
Plan Share Awards shall be distributed to the Recipient regardless of whether or
not such Plan Share Award had otherwise been earned under the service
requirements set forth in Article VII. Notwithstanding any other provision of
the Plan, this Plan may not be terminated until such time as all Plan Shares
held by the Trust have been awarded to Plan Recipients and shall be deemed to be
earned prior to the time of termination.
9.03 Employment or Service Rights. Neither the Plan nor any grant of
a Plan Share Award, Performance Share Award or Plan Shares hereunder nor any
action taken by the Trustee, the Committee or the Board in connection with the
Plan shall create any right on the part of any Employee or Non-Employee Director
to continue in such capacity.
9.04 Voting and Dividend Rights. No Recipient shall have any voting
or dividend rights or other rights of a shareholder in respect of any Plan
Shares covered by a Plan Share Award or Performance Share Award, except as
expressly provided in Sections 7.02, 7.04 and 7.05 above, prior to the time said
Plan Shares are actually earned and distributed to him.
9.05 Governing Law. To the extent not governed by federal law, the
Plan and Trust shall be governed by the laws of the Commonwealth of
Pennsylvania.
9.06 Effective Date. This Plan shall be effective as of the Effective
Date, and Awards may be granted hereunder no earlier than the date this Plan is
approved by the shareholders of the Corporation and prior to the termination of
the Plan. The implementation of this Plan is subject to the approval of the Plan
by a majority of the total votes eligible to be cast by the Corporation's
shareholders and a majority of the total votes eligible to be cast by the
Corporation's shareholders other than the MHC.
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9.07 Term of Plan. This Plan shall remain in effect until the earlier
of (i) ten (10) years from the Effective Date, (ii) termination by the Board, or
(iii) the distribution to Recipients and Beneficiaries of all the assets of the
Trust.
9.08 Tax Status of Trust. It is intended that the trust established
hereby be treated as a Grantor Trust of the Corporation under the provisions of
Section 671 et seq. of the Code, as the same may be amended from time to time.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officers and the initial Trustees of the Trust
established pursuant hereto have duly and validly executed this Agreement, all
on this 6th day of April, 2005.
ABINGTON COMMUNITY BANCORP, INC. TRUSTEES:
By: /s/ Xxxxxx X. Xxxxx /s/ A. Xxxxxx Xxxxxx, Xx.
--------------------------------------- --------------------------------
Xxxxxx X. Xxxxx A. Xxxxxx Xxxxxx, Xx.
President and Chief Executive Officer
/s/ Xxxx Xxxxxxxx Xxxxxx
--------------------------------
Xxxx Xxxxxxxx Xxxxxx
/s/ Xxxxxx X. Xxxxxxxxxxx, Xx.
--------------------------------
Xxxxxx X. Xxxxxxxxxxx, Xx.
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