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Agreement#: AG-196128
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Long Term Performance Incentive Plan

Parties:

Abington Bancorp

Sectors: Chemicals
ABINGTON SAVINGS BANK


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LONG TERM


PERFORMANCE INCENTIVE


PLAN


2


LONG TERM PERFORMANCE INCENTIVE PLAN


Purpose:


To incent Executive Management and members of the Board of Directors to build long-term shareholder value. Specifically, to encourage focus on the price of the company's stock.


Type:


The bank's Long Term Performance Incentive Plan which provides for the granting of stock options of the bank's Common Stock to Executive Management and members of the Board of Directors. The program would incorporate Incentive Stock Options (ISO's) (1) as well as Non-Qualified Stock Options (NSO's) (2) for management while using NSO's for non-employee directors. The options granted will be based upon the achievement of the annual business plan.


(1) Incentive Stock Options: Options granted pursuant to the plan which
qualify under Section 422 of the Internal Revenue Code. The aggregate
fair market value (determined as of the date of grant) of stock
covered by incentive stock options which become exercisable for the
first time in any calendar year may not exceed $100,000. In general,
an optionee will not be deemed to receive taxable income upon grant to
exercise of an incentive stock option, and any gain realized at the
time of sale of shares acquired upon exercise of an incentive stock
option will be treated as capital gain, provided that such shares are
held by the optionee for at least one year after the date of exercise
and two years after the date of grant. ISO's are only available for
employees of the Bank.


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