<PAGE>
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Abington Bancorp, Inc.
(Exact name of issuer as specified in its charter)
Massachusetts 04-3334127
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
536 Washington Street, Abington Massachusetts 02351
(Address of principal executive offices) (Zip Code)
Deferred Stock Compensation Plan for Directors of
Abington Bancorp, Inc. and its Subsidiaries
(Full title of the plan)
James P. McDonough
President and Chief Executive Officer
Abington Bancorp, Inc.
536 Washington Street
Abington, Massachusetts 02351
(617) 982-3200
(Name and address, including zip code, and
telephone number, including area code, of agent for service)
WITH A COPY TO:
Carol Hempfling Pratt, Esquire
Foley, Hoag & Eliot LLP
One Post Office Square
Boston, Massachusetts 02109
(617) 832-1000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share (1) Price Fee
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock 100,000
(par value $.10) shares $15.25 $1,525,000 $423.98
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This estimate is made pursuant to Rule 457(c) and (h) under the
Securities Act of 1933, as amended, solely for purposes of determining the
registration fee and is equal to the average of the high and low sale prices of
the Company's common stock reported on the Nasdaq National Market System on
October 22, 1998.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference in this
Registration Statement.
(a) Abington Bancorp, Inc.'s (the "Company's") Annual Report on Form
10-K for the fiscal year ended December 31, 1997, filed with the Securities and
Exchange Commission (the "Commission").
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998, filed with the Commission.
(c) The description of the Company's Common Stock contained in the
Company's Form 8-A filed with the Commission on December 31, 1996, including any
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article 6 of the By-Laws of the Company provides that Directors and
officers of the Company shall be indemnified by the Company against all expenses
incurred in connection with any proceedings as a result of serving or having
served as an officer or employee of the Company, as a director, officer, or
employee of any of its wholly-owned subsidiaries, or serving or having served in
any capacity with respect to any other corporation, organization, partnership,
joint venture, trust, employee benefit plan or other entity at the request or
2
<PAGE>
direction of the Company. The By-laws of the Company provide that such
indemnification shall not be provided if it is determined that the action giving
rise to the liability was not taken in good faith in the reasonable belief that
the action was in the best interests of the Company. The Company also has a
policy of Directors' and officers' liability insurance to indemnify its
Directors and officers against certain liabilities incurred in their capacities
as such.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
3.1 Articles of Organization of Abington Bancorp, Inc., incorporated herein
by reference to Exhibit 3 to the Company's Form 8-A filed with the
Commission on December 31, 1996.
3.2 By-laws of Abington Bancorp, Inc., incorporated herein by reference to
Exhibit 4 to the Company's Form 8-A filed with the Commission on
December 31, 1996.
4.1 Instruments defining the rights of security holders. See Exhibits 3.1
and 3.2.
5.1 Opinion of Foley, Hoag & Eliot LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1)
24.1 Power of Attorney (contained on the signature page)
99.1 Deferred Stock Compensation Plan for Directors of Abington
Bancorp, Inc. and its Subsidiaries
Item 9. Undertakings.
1. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
3
<PAGE>
2. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) of the Securities Act if, in the aggregate, the changes
in volume and price represent no more than 20 percent change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs 2(a)(i) and 2(a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference herein.
(b) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses
4
<PAGE>
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
* * *
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Abington, Massachusetts, on October 22, 1998.
ABINGTON BANCORP, INC.
By: /s/ James P. McDonough
------------------------------------
James P. McDonough
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints James P. McDonough and Robert M. Lallo and each
of them, his true and lawful attorneys-in-fact and agents with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing which
they, or either of them, may deem necessary or advisable to be done in
connection with this Registration Statement, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or any substitute or
substitutes for either or both of them, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ James P. McDonough President, Chief October 22, 1998
- ---------------------------
James P. McDonough Executive Officer
and Director
/s/ Robert M. Lallo Treasurer October 22, 1998
- ---------------------------
Robert M. Lallo (Principal Financial
Officer)
6
<PAGE>
/s/ Bruce G. Atwood Director October 22, 1998
- ---------------------------
Bruce G. Atwood
/s/ William F. Borhek Director October 22, 1998
- ---------------------------
William F. Borhek
/s/ Ralph B. Carver, Jr. Director October 22, 1998
- ---------------------------
Ralph B. Carver, Jr.
/s/ Joel S. Geller Director October 22, 1998
- ---------------------------
Joel S. Geller
/s/ Rodney D. Henrikson Director October 22, 1998
- ---------------------------
Rodney D. Henrikson
/s/ A. Stanley Littlefield Director October 22, 1998
- ---------------------------
A. Stanley Littlefield
/s/ Jay Timothy Noonan Director October 22, 1998
- ---------------------------
Jay Timothy Noonan
/s/ Gordon N. Sanderson Director October 22, 1998
- ---------------------------
Gordon N. Sanderson
/s/ James J. Slattery Director October 22, 1998
- ---------------------------
James J. Slattery
/s/ Wayne P. Smith Director October 22, 1998
- ---------------------------
Wayne P. Smith
7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
<S> <C>
3.1 Articles of Organization of Abington Bancorp, Inc.,
incorporated herein by reference to Exhibit 3 to the
Registration Statement on Form 8-A of the Company filed
with the Commission on December 31, 1996.
3.2 By-laws of Abington Bancorp, Inc., incorporated herein
by reference to Exhibit 4 to the Registration Statement
on Form 8-A of the Company filed with the Commission on
December 31, 1996.
4.1 Instruments defining the rights of security holders. See
Exhibits 3.1 and 3.2.
5.1 Opinion of Foley, Hoag & Eliot LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Foley, Hoag & Eliot LLP (included in Exhibit
5.1)
24.1 Power of Attorney (contained on the signature page)
99.1 Deferred Stock Compensation Plan for Directors of
Abington Bancorp, Inc. and its Subsidiaries
</TABLE>
8
<PAGE>
Exhibit 5.1
FOLEY, HOAG & ELIOT LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109-2170
---------
TELEPHONE: 617-832-1000 1747 PENNSYLVANIA AVE., N.W.
FACSIMILE: 617-832-7000 WASHINGTON, D.C. 20006
http://www.fhe.com TEL: 202-223-1200
FAX: 202-785-6687
October 26, 1998
Abington Bancorp, Inc.
538 Bedford Street
P.O. Box 2006
Abington, Massachusetts 02351
Ladies and Gentlemen:
We are familiar with the Registration Statement on Form S-8 (the "S-8
Registration Statement") filed today by Abington Bancorp, Inc., a Massachusetts
corporation (the "Company"), with the Securities and Exchange Commission under
the Securities Act of 1933, as amended. The S-8 Registration Statement relates
to the proposed offering by the Company of 100,000 shares (the "Shares") of its
Common Stock, $.10 par value per share ("Common Stock"), issuable pursuant to
the Company's Deferred Stock Compensation Plan for Directors of Abington
Bancorp, Inc. and its Subsidiaries (the "Plan").
In arriving at the opinion expressed below, we have examined and relied
on the following documents:
1. The Company's Articles of Organization and By-Laws, each as amended
as of the date hereof;
2. Such records of meetings and consents of the Company's Board of
Directors and of its stockholders, stock records and other records and documents
as we deemed necessary or appropriate for purposes of rendering this opinion;
3. The Plan.
Based upon the foregoing, it is our opinion that:
1. The Company has corporate power adequate for the issuance of the
Shares in accordance with the S- 8 Registration Statement.
<PAGE>
Abington Bancorp, Inc.
Page 2
2. The Company has taken all necessary corporate action required to
authorize the issuance and sale of the Shares.
3. When certificates for the Shares have been duly executed and
counter-signed and delivered against due receipt of the purchase price in
accordance with the provisions of the Plan, the Shares will be legally issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
S-8 Registration Statement.
Very truly yours,
FOLEY, HOAG & ELIOT LLP
By: /s/ Carol Hempfling Pratt
-----------------------------
A Partner
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders of Abington Bancorp, Inc.
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement of our report dated January
16, 1998 (except with respect to the third paragraph of Note 19, as to which the
date is February 24, 1998) included in the Form 10-K of Abington Bancorp, Inc.
for the year ended December 31, 1997 and to all references to our Firm included
in or made part of this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Boston, Massachusetts
October 26 , 1998
<PAGE>
Exhibit 99.1
DEFERRED STOCK COMPENSATION PLAN FOR DIRECTORS
OF
ABINGTON BANCORP, INC. AND ITS SUBSIDIARIES
This Deferred Stock Compensation Plan For Directors of Abington
Bancorp, Inc. and Its Subsidiaries (the "Plan") is adopted as of January 22,
1998, effective with respect to compensation earned after July 1, 1998.
1. Eligibility. Any member of the Board of Directors of Abington
Bancorp, Inc. or any of its subsidiaries (each such entity being referred to
herein as the "Corporation") who is not an employee of Abington Bancorp, Inc. or
any of its subsidiaries may elect to defer, into a Stock Unit Deferral Account,
payment of the compensation payable to him for service as such Director, all in
accordance with the terms of this Plan.
2. Administration of the Plan. The Plan shall be administered by an
independent Plan Administrator, to be appointed by the Corporation's Board of
Directors. By accepting the appointment, the Plan Administrator shall be deemed
to have agreed to abide by all of the terms hereof as if it were a signatory
hereof.
3. Election to Defer. Deferrals under this Plan shall be made on the
basis of a July 1-June 30 year (a "Plan Year"), commencing July 1, 1998.
Directors wishing to defer compensation pursuant to this Plan shall submit a
written election (the "Deferral Election") to the Corporation at least 45 days
prior to the commencement of the Plan Year for which such Deferral Election is
to apply. Such Deferral Election shall be effective upon receipt by the
Corporation, and shall apply to all compensation earned by the Director during
the Plan Year commencing on the succeeding July 1 (the "Deferral Commencement
Date"). Notwithstanding the foregoing, a Director's Deferral Election shall be
extended automatically for an additional Plan Year commencing on the first
anniversary of the Deferral Commencement Date and on each subsequent anniversary
thereafter, unless the Director gives written notice to the Corporation, at
least 45 days prior to prior to the date of any such anniversary, of such
Director's election not to extend such Deferral Election.
Any election to participate in the Plan may be revoked, but only as to
compensation to be earned at and after commencement of the next succeeding Plan
Year and only if such revocation is submitted in writing to the Corporation at
least 45 days prior to the commencement of such succeeding Plan Year.
4. Allocation of Stock Units. A Director's election to defer
compensation hereunder shall result in his compensation being allocated to him
in the form of stock units ("Stock Units"), with each Stock Unit representing
one share of common stock of Abington Bancorp, Inc. ("Stock"). Throughout the
first three Plan Years (commencing July 1, 1998 and ending June 30, 2001), Stock
Units will be allocated to participating Directors in the following amounts:
<PAGE>
<TABLE>
<CAPTION>
Capacity of Number of Stock Units Allocated
Service
<S> <C>
Board of Directors A number of Units (rounded up to the nearest
whole Unit) per meeting attended1 determined
by dividing $550 by the closing price reported
for Abington Bancorp, Inc. Common Stock on the
Nasdaq National Market on July 1, 1998, or, if no
sales were reported on such date, for the last
date preceding such date for which a sale was
reported (the "July 1 Fair Market Value").
Executive A number of Units (rounded up to the nearest
Committee whole Unit) per calendar quarter determined
by dividing $1706.25 by the July 1 Fair Market
Value, such Units to be allocated in advance on
the first day of each calendar quarter
Audit Committee A number of Units (rounded up to the nearest
whole Unit) per meeting attended1 determined
by dividing $425 by the July 1 Fair Market
Value
All Other A number of Units (rounded up to the nearest
Committees whole Unit) per meeting attended1 determined
by dividing $350 by the July 1 Fair Market
Value
</TABLE>
- ------------------
(1) Stock Units will be allocated to participating Directors' Stock Unit
Deferral Accounts as of the date of each meeting attended of the Board of
Directors or any Board Committee (other than the Executive Committee) of the
Corporation and its subsidiary, Abington Savings Bank (the "Bank"). However,
a joint meeting of the Boards or Committees of the Corporation and the Bank
will be treated as a single meeting for purposes of Stock Unit allocations
hereunder.
For Plan Years commencing on and after July 1, 2001, the Board of
Directors may, in its discretion, adjust the number of Stock Units to be
allocated to Directors from time to time, such adjustment(s) to be made no more
frequently than annually and to be based generally upon the cash compensation
being paid to nonparticipating Directors at the time of the adjustment, divided
by the then-current Fair Market Value of the Stock.
5. Stock Unit Deferral Account. The Corporation shall maintain, or
shall cause the Plan Administrator to maintain, a book account to which
participating Directors' Stock Units shall be credited as of the date on which
such compensation is earned ("Stock Unit Deferral Account" or "deferred
compensation account").
To enable the Plan Administrator to maintain such Stock Unit Deferral
Accounts, the Corporation shall, periodically (and at any time upon the Plan
Administrator's request), provide the Plan Administrator with a written report
(i) listing the number of Stock Units earned by each participating Director
since the date of the previous report (or during such period of time as the Plan
Administrator may request), and (ii) setting forth the date upon which each
Stock Unit was earned. The Corporation will also provide the Plan Administrator
with prompt notification of any dividend payable with respect to the Common
Stock, to enable the Plan Administrator to make appropriate credits and
adjustments to the Stock Unit Deferral
2
<PAGE>
Accounts, as required below.
During the term of the deferral, the Corporation (or the Plan
Administrator on the Corporation's behalf) shall credit each Director's Stock
Unit Deferral Account with additional Stock Units to reflect any payment of
dividends payable in cash or other property (other than dividends payable only
in shares of Common Stock, which shall be accounted for in accordance with the
following paragraph). Each Stock Unit Deferral Account will be credited with a
number of whole and fractional shares of Stock Units determined by multiplying
the dividend value per share of Common Stock by the number of Stock Units in the
account on the record date and dividing the result by the fair market value of
the Stock on the dividend record date. For this purpose, the fair market value
of the Stock on any given date shall mean the closing price reported for the
Common Stock on the Nasdaq National Market on the immediately preceding trading
date, or, if no sales were reported on such date, for the last date preceding
such date for which a sale was reported.
In the event of a stock dividend, stock split or similar change in
capitalization affecting the Common Stock, the Corporation (or the Plan
Administrator on the Corporation's behalf) shall make appropriate adjustments in
the number of Stock Units credited to each Director's Stock Unit Deferral
Account.
The Corporation or the Plan Administrator shall provide to each
participating Director a quarterly accounting of the number of Stock Units in
his Stock Unit Deferral Account. The Plan Administrator shall provide to the
Corporation a quarterly accounting of the number of Stock Units allocated to all
participating Directors' Stock Unit Deferral Accounts.
6. Method and Timing of Payment from Stock Unit Deferral Account.
(a) Stock Units credited to a Director's Stock Unit Deferral
Account shall be payable only in the form of whole shares of Stock (with any
fractional share payable in cash) and shall be paid, or commenced to be paid, on
the January 15 coincident with or next following the date on which the Director
ceases to be a member of the Board of Directors of the Corporation for any
reason whatsoever. In the case of semi-annual installments, payments shall also
be made on each July 15.
(b) Payment of shares of Stock corresponding to the Stock
Units in a Director's Stock Unit Deferral Account may be made either in a single
lump sum or in annual, or semi-annual, installments over a period of ten (10)
years, as the Director may have irrevocably specified before the compensation is
earned. In the absence of an effective election, payment shall be made in a
single lump sum. In the case of installment payments, dividends shall continue
to be credited in accordance with Section 5 during the payment period. The
number of shares of Stock payable with each installment shall be equal to the
number of Stock Units credited to the Director's Stock Unit Deferral Account as
of the preceding June 30 or December 31, as the case may be, divided by the
number of payments remaining to be made, including the current payment.
Installment payments shall be made as they become due to the Director if then
living, otherwise to a beneficiary or beneficiaries designated by the Director
in
3
<PAGE>
writing to the Corporation prior to the Director's death, or failing such
designation, to the Director's estate.
(c) Elections by a Director of a method of payment under
sub-paragraph (b) shall be made in writing, effective upon receipt and
acceptance by the Corporation, and applicable only to compensation to be earned
after the effective date of the election. Such elections may also be changed by
a Director, subject to the same restrictions.
(d) Notwithstanding any provision hereof to the contrary, if a
Director (or after a Director's death the Directo- r's beneficiary, in the case
of subsection (i) below) believes he is suffering from financial hardship, an
application may be made to the Plan Administrator for:
(i) acceleration of distributions of shares of Stock
corresponding to the Director's Stock Unit Defer-
ral Account, or
(ii) immediately effective revocation of such Direc- tor's
election to defer compensation hereunder with respect
to compensation to be earned in the future.
A "financial hardship" shall mean a need for financial assistance due to the
occurrence of an unanticipated emergency caused by an event beyond the
Director's control. The need for financial assistance must be such that the
Director, any member of the Director's immediate family or, after the Director's
death, a designated beneficiary will be subject to substantial hardship if the
acceleration or the revocation is not permitted. If the Plan Administrator
determines, in its sole discretion, that a hardship exists, distributions shall
be accelerated from the Plan to the Director or the designated beneficiary of
only so much of the Director's deferred compensation account as the Plan
Administrator may determine is required to alleviate such hardship, and the
deferred compensation account shall be charged with said amount upon payment.
7. Change in Control. In the event of a Change in Control of the
Corporation while Stock Units remain outstanding under the Plan, then the right
to receive distributions in respect of Stock Units shall be immediately
accelerated and each participating Director shall be entitled to receive, in
payment for each Stock Unit then allocated to his Stock Unit Deferral Account,
(i) one share of Common Stock of the Corporation (in the case of a Change in
Control that does not result in any change in the Common Stock of the
Corporation), or (ii) such securities, cash or property as the holders of each
share of Common Stock received in connection with such Change of Control (in the
case of a Change in Control that results in a change in the Common Stock of the
Corporation or a conversion of such Common Stock into other securities, cash or
property). Such distribution or payment shall be made no later than the
effective date of the Change in Control.
"Change in Control" shall mean the occurrence of any one of
the following events:
(a) any "person" (as such term is used in Sections 13(d) and
14(d)(2) of the Exchange Act) becomes a "beneficial owner" (as such
term is defined in Rule 13d-3
4
<PAGE>
promulgated under the Exchange Act) (other than the Corporation any
trustee or other fiduciary holding securities under an employee benefit
plan of the Corporation, or any corporation owned, directly or
indirectly, by the stockholders of the Corporation in substantially the
same proportions as their ownership of stock of the Corporation),
directly or indirectly, of securities of the Corporation representing
thir- ty-five percent (35%) or more of the combined voting power of the
Corporation 's then outstanding securities; or
(b) persons who, as of January 1, 1998, constituted the
Corporation's Board (the "Incumbent Board") cease for any reason,
including without limitation as a result of a tender offer, proxy
contest, merger or similar transaction, to constitute at least a
majority of the Board, provided that any person becoming a director of
the Corporation subsequent to January 1, 1998 whose election was
approved by, or who was nominated with the approval of, at least a
majority of the directors then comprising the Incumbent Board shall,
for purposes of this Plan, be considered a member of the Incumbent
Board; or
(c) the Corporation merges or consolidates with any other
corporation or other entity, other than a merger or consolidation which
would result in the voting securities of the Corporation outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the
surviving entity) more than fifty percent (50%) of the combined voting
power of the voting securities of the Corporation or such surviving
entity outstanding immediately after such merger or consolidation; or
(d) the stockholders of the Corporation approve a plan of
complete liquidation of the Corporation or an agreement for the sale or
disposition by the Corporation of all or substantially all of the
Corporation's assets.
8. Merger without Change of Control. After a merger or consolidation of
the Corporation with another corporation in which the stockholders of the
Corporation immediately prior to such merger or consolidation continue to own
after such merger or consolidation shares representing at least fifty percent of
the voting power of the Corporation, each Stock Unit shall be automatically
converted into a stock unit representing the number and class of shares of stock
or other securities to which such Stock Unit would have been converted if,
immediately prior to such merger or consolidation, such Stock Unit had been paid
out in shares of Common Stock of the Corporation.
9. Limitation on Rights of Directors. No action taken pursuant to this
Plan shall create or be deemed to create a trust or fiduciary relationship of
any kind between the Corporation and the Directors. Although the Corporation
shall have no obligation to establish any separate trust, fund, or reserve or to
invest in any specific asset to provide security with respect to any deferred
amounts during the deferral period, the Corporation may elect to do so and, in
such event, the Directors shall not have any interest in such assets and all
such assets shall continue for all purposes to be a part of the general assets
of the Corporation, with the
5
<PAGE>
beneficial ownership of such assets remaining at all times in the Corporation.
Each Director, his legal representative or any of his beneficiaries shall not
have any right, other than the right of an unsecured general creditor of the
Corporation, in respect to the Stock Unit Deferral Account established
hereunder, and such persons shall have no property interest in any specific
assets of the Corporation.
10. Nonforfeitable. The right of each Director to the payment of
deferred stock compensation under this Plan shall be nonforfeitable and no
action or failure to act by the Director, the Corporation or any other person
shall deprive the Director of, or excuse the Corporation from its obligations to
pay, the amounts due hereunder.
11. Withholding Tax. The Corporation shall have the right to deduct
from all deferred amounts or payments hereunder any federal or state taxes
required by law to be withheld with respect to such deferred amounts or
payments.
12. Non-Assignable. The deferred stock compensation payable under this
Plan shall not be subject to alienation, assignment, garnishment, execution or
levy of any kind, and any attempt to cause any compensation to be so subjected
shall not be recognized.
13. Termination and Amendment. This Plan shall automatically terminate
when Stock has been issued under the Plan in an amount equal to the total number
of shares of Stock reserved for issuance hereunder. The Board of Directors of
Abington Bancorp, Inc. may amend or terminate this Plan, in whole or in part, at
any time, and from time to time, subject to applicable law, regulation and
Nasdaq requirements. The foregoing provisions of this Paragraph notwithstanding,
no amendment or termination of this Plan shall, without the consent of a
Director, adversely affect the amounts payable hereunder on account of
compensation deferred prior to the effective date of such amendment or
termination.
14. Notices. All notices, elections or designations by a Director to
the Corporation shall be delivered in person or by registered mail, postage
prepaid, and noted to be brought to the attention of the Treasurer, Abington
Bancorp, Inc..
15. Governing Law. This Plan, and all actions taken hereunder, shall be
governed by and construed in accordance with the laws of the Commonwealth of
Massachusetts, except as such laws may be superseded by any applicable federal
law.
16. Shares Issuable. The aggregate maximum number of shares of Stock
reserved and available for issuance under the Plan shall be 100,000, subject to
appropriate adjustments in the event of a stock dividend, stock split, or
similar change in capitalization affecting the Stock. Shares subject to the Plan
are authorized but unissued shares, Treasury shares or shares purchased in open
market transactions. Notwithstanding the foregoing, no shares of Stock may be
issued under the Plan until this Plan has been approved by the affirmative votes
of the holders of a majority of the shares of Common Stock of Abington Bancorp,
Inc. present, or represented, and entitled to vote at a meeting of shareholders.
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