EXHIBIT

10.25




 




Execution Copy




 




SPECIAL TERMINATION AGREEMENT




 




THIS AGREEMENT is dated as of the 1st

day of October, 2002 by and among Abington Bancorp, Inc., a Massachusetts

corporation (the “Company”), its subsidiary, Abington Savings Bank, a

Massachusetts savings bank with its main office in Abington, Massachusetts (the

“Bank”; the Company and Bank are sometimes collectively referred to herein as

the “Employers”), and Donna L. Thaxter, an individual currently employed by the

Bank in the capacity of Senior Vice President, Human Resources (the

“Executive”).




 




1.   Purpose. 

In order to allow the Executive to consider the prospect of a Change in

Control (as defined in Section 2) in an objective manner and in consideration

of the services rendered and to be rendered by the Executive to the Employers,

and other good and valuable consideration, the receipt and sufficiency of which

is hereby acknowledged by the Employers, the Employers are willing to provide,

subject to the terms of this Agreement, certain severance benefits to protect

the Executive from the consequences of a Terminating Event (as defined in

Section 3) occurring subsequent to a Change in Control.




 




2.   Change in Control.  A “Change in Control” shall be deemed to

have occurred in any of the following events:




 




(i) if there

has occurred a change in control which the Company would be required to report

in response to Item 1 of Form 8-K promulgated under the Securities Exchange Act

of 1934, as amended (the “1934 Act”), or, if such Form is no longer in effect

in its present form, any Form or regulation promulgated by the Securities and

Exchange Commission pursuant to the 1934 Act which is intended to serve similar

purposes; or




 




(ii) when any

“person” (as such term is used in Sections 13(d) and 14(d)(2) of the 1934 Act)

becomes a “beneficial owner” (as such term is defined in Rule 13d-3 promulgated

under the 1934 Act), directly or indirectly, of securities of the Company or

the Bank representing twenty-five percent (25%) or more of the total number of

votes that may be cast for the election of directors of the Company or the

Bank; or




 




(iii) if

during any period of two consecutive years (not including any period prior to

the execution of this Agreement), individuals who are Continuing Directors (as

herein defined) cease for any reason to constitute at least a majority of the

Board of Directors of the Company.  For

this purpose, a “Continuing Director” shall mean (a) an individual who was a

director of the Company at the beginning of such period or (b) any new director

(other than a director designated by a person who has entered into any

agreement with the Company to effect a transaction described in clause (i) or

(ii) of this Section 2 whose election by the Board or nomination for election

by the Company’s stockholders was approved by a vote of at least two-thirds

(2/3) of the directors then still in office who either were directors at the

beginning of such period or whose election or nomination for election was

previously so approved; or




 





























 




(iv) the

stockholders of the Company approve a merger or consolidation of the Company

with any other bank or corporation, other than (a) a merger or consolidation

which would result in the voting securities of the Company outstanding

immediately prior thereto continuing to represent (either by remaining

outstanding or by being converted into voting securities of the surviving

entity) more than 80% of the combined voting power of the voting securities of

the Company or such surviving entity outstanding immediately after such merger

or consolidation, or (b) a merger or consolidation effected to implement a

recapitalization of the Company (or similar transaction) in which no “person”

(as defined above) acquires more than 30% of the combined voting power of the

Company’s then outstanding securities; or




 




(v) the

stockholders of the Company approve a plan of complete liquidation of the

Company or an agreement for the sale or disposition by the Company of all or

substantially all of its assets.




 




3.   Terminating Event.  A “Terminating Event” shall mean either of

the following:




 




(a)   termination by either of the Employers of

the employment of the Executive as 

Executive Vice President of the Bank for any reason other than (i)

death, (ii) deliberate dishonesty of the Executive with respect to the Company

or the Bank or any subsidiary or affiliate thereof, or (iii) conviction of the

Executive of a crime involving moral turpitude, or




 




(b)   resignation of the Executive from the

employ of the Company or the Bank, while the Executive is not receiving

payments or benefits from the Company or the Bank by reason of the Executive’s

disability, subsequent to the occurrence of any of the following events:




 




(i) a

significant change in the nature or scope of the Executive’s responsibilities,

authorities, powers, functions or duties from the responsibilities,

authorities, powers, functions or duties exercised by the Executive at the

Company or the Bank immediately prior to the Change in Control; or




 




(ii) a

reasonable determination by the Executive that, as a result of a Change in

Control, she is unable to exercise the responsibilities, authorities, powers,

functions or duties exercised by the Executive at the Company or the Bank

immediately prior to such Change in Control; or




 




(iii) a

decrease in the total annual compensation payable by the Company or the Bank to

the Executive other than as a result of a salary reduction similarly affecting

the Executive and all other executive officers of the Company or the Bank on

the basis of the Company’s or the Bank’s financial performance; or




 




(iv) the

failure by the Company or the Bank to continue in effect any material

compensation, incentive, bonus or benefit plan in which the Executive

participates immediately prior to the Change in Control, unless an equitable

arrangement (embodied in an ongoing substitute or alternative plan) has been

made with respect to such plan, or the failure by the Company or the Bank to

continue the Executive’s participation therein (or in such substitute or

alternative plan) on a basis not materially less favorable, both in terms of

the amount of benefits provided and the level of the Executive’s participation

relative to other participants, than the basis when existed at the time of the

Change of Control; or




 




2





























 




(v) the

failure of the Company or the Bank to obtain a satisfactory agreement from any

successor to assume and agree to perform this Agreement.




 




4.   Severance Payment.  In the event a Terminating Event occurs

within three (3) years after a Change in Control, the Employers shall pay to

the Executive an amount equal to (x) three times the “base amount” (as defined

in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the

“Code”)) applicable to the Executive, less (y) One Dollar ($1.00), payable in

one lump-sum payment on the date of termination.




 




5.   Limitation on Benefits.




 




(a)   It is the intention of the Executive and of

the Employers that no payments by the Employers to or for the benefit of the

Executive under this Agreement or any other agreement or plan pursuant to which

she is entitled to receive payments or benefits shall be non-deductible to the

Employers by reason of the operation of Section 280G of the Code relating to

parachute payments.  Accordingly, and

notwithstanding any other provision of this Agreement or any such agreement or

plan, if by reason of the operation of said Section 280G, any such payments

exceed the amount which can be deducted by the Employers, such payments shall

be reduced to the maximum amount which can be deducted by the Employers.  To the extent that payments exceeding such

maximum deductible amount have been made to or for the benefit of the

Executive, such excess payments shall be refunded to the Employers with

interest thereon at the applicable Federal Rate determined under Section

1274(d) of the Code, compounded annually, or at such other rate as may be

required in order that no such payments shall be non-deductible to the

Employers by reason of the operation of said Section 280G.  To the extent that there is more than one

method of reducing the payments to bring them within the limitations of said

Section 280G, the Executive shall determine which method shall be followed,

provided that if the Executive fails to make such determination within

forty-five days after the Employers have sent her written notice of the need

for such reduction, the Employers may determine the method of such reduction in

their sole discretion.




 




(b)   If any dispute between the Employers and

the Executive as to any of the amounts to be determined under this Section 5 or

the method of calculating such amounts cannot be resolved by the Employers and

the Executive, either party after giving three days written notice to the

other, may refer the dispute to a partner in a Massachusetts office of a firm

of independent certified public accountants selected jointly by the Employers

and the Executive.  The determination of

such partner as to the amounts to be determined under Section 5(a) and the

method of calculating such amounts shall be final and binding on both the

Employers and the Executive.  The

Employers shall bear the costs of any such determination.




 




(c)   The Executive confirms that she is aware of

the fact that the Federal Deposit Insurance Corporation has the power to

preclude the Bank from making payments to the Executive under this Agreement

under certain circumstances.  The

Executive agrees that the Bank shall not be deemed to be in breach of this

Agreement if it is precluded from making a payment otherwise payable hereunder

by reason of regulatory requirements binding on the Bank.




 




6.   Employment Status.  This Agreement is not an agreement for the

employment of the Executive and shall confer no rights on the Executive except

as herein expressly provided.




 




3





























 




7.   Term. 

This Agreement shall take effect on the date first written above, and

shall terminate upon the earlier of (a) the termination by the Employers of the

employment of the Executive because of death, deliberate dishonesty of the

Executive with respect to the Company or the Bank or any subsidiary or

affiliate thereof, or conviction of the Executive of a crime involving moral

turpitude, (b) the resignation or termination of employment with the Company or

the Bank by the Executive for any reason prior to a Change in Control, or (c)

the resignation from employment of the Executive after a Change in Control for

any reason other than the occurrence of any of the events enumerated in Section

3(b) of this Agreement.




 




8.   Withholding.  All payments made by the Employers under this Agreement shall be

paid net of, and after deduction of, any tax or other amounts required to be

withheld by the Employers under applicable law.




 




9.   Assignment.  Neither the Employers nor the Executive may make any assignment

of this Agreement or any interest herein, by operation of law or otherwise,

without the prior written consent of the other party.  This Agreement shall inure to the benefit of, and be binding

upon, the Employers and the Executive, and their respective heirs, legal

representatives, successors and permitted assigns.  In the event of the Executive’s death prior to the completion by

the Employers of all payments due her under this Agreement, the Employers shall

continue such payments to the Executive’s beneficiary designated in writing to

the Employers prior to her death (or to her estate, if she fails to make such

designation).




 




10.   Enforceability.  If any portion or provision of this Agreement shall to any extent

be declared illegal or unenforceable by a court of competent jurisdiction, then

the remainder of this Agreement, or the application of such portion or

provision in circumstances other than those as to which it is so declared

illegal or unenforceable, shall not be affected thereby, and each portion and

provision of this Agreement shall be valid and enforceable to the fullest

extent permitted by law.




 




11.   Waiver. 

No waiver of any provision hereof shall be effective unless made in

writing and signed by the waiving party. 

The failure of either party to require the performance of any term or

obligation of this Agreement, or the waiver by either party of any breach of

this Agreement, shall not prevent any subsequent enforcement of such term or

obligation or be deemed a waiver of any subsequent breach.




 




12.   Notices. 

Any notices, requests, demands and other communications provided for by

this Agreement shall be sufficient if in writing and delivered in person or

sent by registered or certified mail, postage prepaid, to the Executive at 15

Satucket Trail, Bridgewater, MA 02324, or to such other address as the

Executive has filed in writing with the Employers or, in the case of the

Employers, at their main office, attention of the Clerk or the Secretary.




 




13.   Effect on Other Agreements.  An election by the Executive to resign after

a Change in Control under the provisions of this Agreement shall not constitute

a breach by the Executive of any employment agreement between the Employers and

the Executive and shall not be deemed a voluntary termination of employment by

the Executive for the purpose of interpreting the provisions of any of the

Employer’s benefit plans, programs or policies.  Nothing




 




4





























 




in this Agreement shall be construed to limit

the rights of the Executive under any employment agreement she may then have

with the Employers.




 




14.   Amendment. 

This Agreement may be amended or modified only by a written instrument

signed by the Executive and by a duly authorized representative of the

Executive Committee of the Board of Directors of each of the Employers.




 




15.   Governing Law.  This Agreement shall be governed by, and construed and enforced

in accordance with, the substantive laws of The Commonwealth of Massachusetts

without regard for its principles of conflicts of laws.




 




* * * *




 




IN WITNESS

WHEREOF, this Agreement has been executed as a sealed instrument by the Company

and the Bank, by their duly authorized officers, and by the Executive, as of

the date first above written.




 




	

  ATTEST:


  	

  ABINGTON BANCORP, INC.


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

   


  	

   


  
	

  Clerk


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
	

   


  	

   


  
	

  [Seal]


  	

   


  
	

   


  	

   


  
	

  WITNESS:


  	

   


  
	

   


  	

   


  
	

  ATTEST:


  	

  ABINGTON SAVINGS BANK


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

   


  	

   


  
	

  Clerk


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
	

   


  	

   


  
	

  [Seal]


  	

   


  
	

   


  	

   


  
	

  WITNESS:


  	

   


  
	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  Donna L. Thaxter


  
							





 




5