EXHIBIT 10.5(b)
AMENDMENT
TO
ABINGTON BANCORP, INC.
1986 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN,
AS AMENDED AND RESTATED EFFECTIVE JANUARY 31, 1997
ABINGTON BANCORP, INC., a Massachusetts corporation (the
"Corporation"), hereby adopts the following Amendments to the Abington Bancorp,
Inc. 1986 Incentive and Nonqualified Stock Option Plan, as amended and restated
effective January 31, 1997, effective as of December 18, 2003:
1. Subparagraphs (ii) and (iii) of Section 6.2 are deleted in
their entirety and replaced with the following:
(ii) with the consent of the Option Committee, by
delivering "mature" shares (as defined in the Financial
Accounting Standards Board's Emerging Issues Task Force Issue
84-18 ("Issue 84-18")) of Common Stock of the Company having a
fair market value (as defined for purposes of Section 5.3
hereof) equal to the Total Option Price; (iii) with the
consent of the Option Committee, by reducing the number of
shares of Common Stock otherwise issuable to the Optionee upon
exercise of the Option by a number of shares having a fair
market value (as defined for purposes of Section 5.3 hereof)
equal to the Total Option Price (it being understood that this
alternative will be available only if the Optionee holds
sufficient "mature" shares as defined in Issue 84-18; (iv)
with the consent of the Option Committee, by delivering such
other consideration that is acceptable to the Option Committee
and that has a fair market value, as determined by the Option
Committee, equal to the Total Option Price, including any
broker-directed cashless exercise/resale procedure adopted by
the Option Committee; or (v) with the consent of the Option
Committee, any combination of the foregoing.
2. A new Section 14 is added, which reads in its entirety as
follows:
SECTION 14. PAYMENT IN SHARES.
14.1 Rights of Company. The Company may require an
employee exercising a Nonqualified Option, or disposing of
shares of Common Stock acquired pursuant to the exercise of an
Incentive Option in a disqualifying disposition (as defined
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in Section 421(b) of the Code), to reimburse the Company for
any taxes required by any government to be withheld or
otherwise deducted and paid by the Company in respect of the
issuance or disposition of such shares. In lieu thereof, the
Company shall have the right to withhold the amount of such
taxes from any other sums due or to become due from the
Company to the employee upon such terms and conditions as the
Company may prescribe. The Company may, in its discretion,
hold the stock certificate to which such employee is otherwise
entitled upon the exercise of an option as security for the
payment of any such withholding tax liability, until cash
sufficient to pay that liability has been received or
accumulated.
14.2 Payment in Shares. An employee may elect to have
such tax withholding obligation satisfied, in whole or in
part, by (i) authorizing the Company to withhold from shares
of Common Stock to be issued pursuant to the exercise of a
Nonqualified Option a number of shares with an aggregate fair
market value (as defined in Section 5.3 hereof determined as
of the date the withholding is effected) that would satisfy
the minimum statutory withholding amount due for federal and
state purposes with respect to such exercise, or (ii)
transferring to the Company mature shares (as defined in
Section 6.2) of Common Stock owned by the employee with an
aggregate fair market value (as defined in Section 5.3 hereof
determined as of the date the withholding is effected) that
would satisfy the withholding amount due.
Executed effective as of the date set forth above.
ABINGTON BANCORP, INC.
By: /s/ JAMES K. HUNT
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James K. Hunt
Executive Vice President and
Chief Finanical Officer
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