**EXHIBIT10.25**

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Execution Copy

 

**SPECIAL TERMINATION AGREEMENT**

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THIS AGREEMENT is dated as of the 1stday of October, 2002 by and among Abington Bancorp, Inc., a Massachusettscorporation (the “Company”), its subsidiary, Abington Savings Bank, aMassachusetts savings bank with its main office in Abington, Massachusetts (the“Bank”; the Company and Bank are sometimes collectively referred to herein asthe “Employers”), and Donna L. Thaxter, an individual currently employed by theBank 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 inControl (as defined in Section 2) in an objective manner and in considerationof the services rendered and to be rendered by the Executive to the Employers,and other good and valuable consideration, the receipt and sufficiency of whichis hereby acknowledged by the Employers, the Employers are willing to provide,subject to the terms of this Agreement, certain severance benefits to protectthe Executive from the consequences of a Terminating Event (as defined inSection 3) occurring subsequent to a Change in Control.

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# 2.   **Change in Control**.  A “Change in Control” shall be deemed tohave occurred in any of the following events:

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### (i) if therehas occurred a change in control which the Company would be required to reportin response to Item 1 of Form 8-K promulgated under the Securities Exchange Actof 1934, as amended (the “1934 Act”), or, if such Form is no longer in effectin its present form, any Form or regulation promulgated by the Securities andExchange Commission pursuant to the 1934 Act which is intended to serve similarpurposes; or

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### (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 promulgatedunder the 1934 Act), directly or indirectly, of securities of the Company orthe Bank representing twenty-five percent (25%) or more of the total number ofvotes that may be cast for the election of directors of the Company or theBank; or

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### (iii) ifduring any period of two consecutive years (not including any period prior tothe execution of this Agreement), individuals who are Continuing Directors (asherein defined) cease for any reason to constitute at least a majority of theBoard of Directors of the Company.  Forthis purpose, a “Continuing Director” shall mean (a) an individual who was adirector 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 anyagreement 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 electionby 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 thebeginning of such period or whose election or nomination for election waspreviously so approved; or

 

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### (iv) thestockholders of the Company approve a merger or consolidation of the Companywith any other bank or corporation, other than (a) a merger or consolidationwhich would result in the voting securities of the Company outstandingimmediately prior thereto continuing to represent (either by remainingoutstanding or by being converted into voting securities of the survivingentity) more than 80% of the combined voting power of the voting securities ofthe Company or such surviving entity outstanding immediately after such mergeror consolidation, or (b) a merger or consolidation effected to implement arecapitalization of the Company (or similar transaction) in which no “person”(as defined above) acquires more than 30% of the combined voting power of theCompany’s then outstanding securities; or

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### (v) thestockholders of the Company approve a plan of complete liquidation of theCompany or an agreement for the sale or disposition by the Company of all orsubstantially all of its assets.

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# 3.   **Terminating Event**.  A “Terminating Event” shall mean either ofthe following:

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## (a)   termination by either of the Employers ofthe 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 Companyor the Bank or any subsidiary or affiliate thereof, or (iii) conviction of theExecutive of a crime involving moral turpitude, or

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## (b)   resignation of the Executive from theemploy of the Company or the Bank, while the Executive is not receivingpayments or benefits from the Company or the Bank by reason of the Executive’sdisability, subsequent to the occurrence of any of the following events:

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### (i) asignificant 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 theCompany or the Bank immediately prior to the Change in Control; or

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### (ii) areasonable determination by the Executive that, as a result of a Change inControl, she is unable to exercise the responsibilities, authorities, powers,functions or duties exercised by the Executive at the Company or the Bankimmediately prior to such Change in Control; or

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### (iii) adecrease in the total annual compensation payable by the Company or the Bank tothe Executive other than as a result of a salary reduction similarly affectingthe Executive and all other executive officers of the Company or the Bank onthe basis of the Company’s or the Bank’s financial performance; or

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### (iv) thefailure by the Company or the Bank to continue in effect any materialcompensation, incentive, bonus or benefit plan in which the Executiveparticipates immediately prior to the Change in Control, unless an equitablearrangement (embodied in an ongoing substitute or alternative plan) has beenmade with respect to such plan, or the failure by the Company or the Bank tocontinue the Executive’s participation therein (or in such substitute oralternative plan) on a basis not materially less favorable, both in terms ofthe amount of benefits provided and the level of the Executive’s participationrelative to other participants, than the basis when existed at the time of theChange of Control; or

 

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### (v) thefailure of the Company or the Bank to obtain a satisfactory agreement from anysuccessor to assume and agree to perform this Agreement.

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# 4.   **Severance Payment**.  In the event a Terminating Event occurswithin three (3) years after a Change in Control, the Employers shall pay tothe Executive an amount equal to (x) three times the “base amount” (as definedin 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 inone lump-sum payment on the date of termination.

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# 5.   **Limitation on Benefits**.

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## (a)   It is the intention of the Executive and ofthe Employers that no payments by the Employers to or for the benefit of theExecutive under this Agreement or any other agreement or plan pursuant to whichshe is entitled to receive payments or benefits shall be non-deductible to theEmployers by reason of the operation of Section 280G of the Code relating toparachute payments.  Accordingly, andnotwithstanding any other provision of this Agreement or any such agreement orplan, if by reason of the operation of said Section 280G, any such paymentsexceed the amount which can be deducted by the Employers, such payments shallbe reduced to the maximum amount which can be deducted by the Employers.  To the extent that payments exceeding suchmaximum deductible amount have been made to or for the benefit of theExecutive, such excess payments shall be refunded to the Employers withinterest thereon at the applicable Federal Rate determined under Section1274(d) of the Code, compounded annually, or at such other rate as may berequired in order that no such payments shall be non-deductible to theEmployers by reason of the operation of said Section 280G.  To the extent that there is more than onemethod of reducing the payments to bring them within the limitations of saidSection 280G, the Executive shall determine which method shall be followed,provided that if the Executive fails to make such determination withinforty-five days after the Employers have sent her written notice of the needfor such reduction, the Employers may determine the method of such reduction intheir sole discretion.

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## (b)   If any dispute between the Employers andthe Executive as to any of the amounts to be determined under this Section 5 orthe method of calculating such amounts cannot be resolved by the Employers andthe Executive, either party after giving three days written notice to theother, may refer the dispute to a partner in a Massachusetts office of a firmof independent certified public accountants selected jointly by the Employersand the Executive.  The determination ofsuch partner as to the amounts to be determined under Section 5(a) and themethod of calculating such amounts shall be final and binding on both theEmployers and the Executive.  TheEmployers shall bear the costs of any such determination.

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## (c)   The Executive confirms that she is aware ofthe fact that the Federal Deposit Insurance Corporation has the power topreclude the Bank from making payments to the Executive under this Agreementunder certain circumstances.  TheExecutive agrees that the Bank shall not be deemed to be in breach of thisAgreement if it is precluded from making a payment otherwise payable hereunderby reason of regulatory requirements binding on the Bank.

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# 6.   **Employment Status**.  This Agreement is not an agreement for theemployment of the Executive and shall confer no rights on the Executive exceptas herein expressly provided.

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# 7.   **Term**. This Agreement shall take effect on the date first written above, andshall terminate upon the earlier of (a) the termination by the Employers of theemployment of the Executive because of death, deliberate dishonesty of theExecutive with respect to the Company or the Bank or any subsidiary oraffiliate thereof, or conviction of the Executive of a crime involving moralturpitude, (b) the resignation or termination of employment with the Company orthe 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 forany reason other than the occurrence of any of the events enumerated in Section3(b) of this Agreement.

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# 8.   **Withholding**.  All payments made by the Employers under this Agreement shall bepaid net of, and after deduction of, any tax or other amounts required to bewithheld by the Employers under applicable law.

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# 9.   **Assignment**.  Neither the Employers nor the Executive may make any assignmentof 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 bindingupon, the Employers and the Executive, and their respective heirs, legalrepresentatives, successors and permitted assigns.  In the event of the Executive’s death prior to the completion bythe Employers of all payments due her under this Agreement, the Employers shallcontinue such payments to the Executive’s beneficiary designated in writing tothe Employers prior to her death (or to her estate, if she fails to make suchdesignation).

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# 10.   **Enforceability**.  If any portion or provision of this Agreement shall to any extentbe declared illegal or unenforceable by a court of competent jurisdiction, thenthe remainder of this Agreement, or the application of such portion orprovision in circumstances other than those as to which it is so declaredillegal or unenforceable, shall not be affected thereby, and each portion andprovision of this Agreement shall be valid and enforceable to the fullestextent permitted by law.

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# 11.   **Waiver**. No waiver of any provision hereof shall be effective unless made inwriting and signed by the waiving party. The failure of either party to require the performance of any term orobligation of this Agreement, or the waiver by either party of any breach ofthis Agreement, shall not prevent any subsequent enforcement of such term orobligation or be deemed a waiver of any subsequent breach.

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# 12.   **Notices**. Any notices, requests, demands and other communications provided for bythis Agreement shall be sufficient if in writing and delivered in person orsent by registered or certified mail, postage prepaid, to the Executive at 15Satucket Trail, Bridgewater, MA 02324, or to such other address as theExecutive has filed in writing with the Employers or, in the case of theEmployers, at their main office, attention of the Clerk or the Secretary.

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# 13.   **Effect on Other Agreements**.  An election by the Executive to resign aftera Change in Control under the provisions of this Agreement shall not constitutea breach by the Executive of any employment agreement between the Employers andthe Executive and shall not be deemed a voluntary termination of employment bythe Executive for the purpose of interpreting the provisions of any of theEmployer’s benefit plans, programs or policies.  Nothing

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# in this Agreement shall be construed to limitthe rights of the Executive under any employment agreement she may then havewith the Employers.

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# 14.   **Amendment**. This Agreement may be amended or modified only by a written instrumentsigned by the Executive and by a duly authorized representative of theExecutive Committee of the Board of Directors of each of the Employers.

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# 15.   **Governing Law**.  This Agreement shall be governed by, and construed and enforcedin accordance with, the substantive laws of The Commonwealth of Massachusettswithout regard for its principles of conflicts of laws.

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IN WITNESSWHEREOF, this Agreement has been executed as a sealed instrument by the Companyand the Bank, by their duly authorized officers, and by the Executive, as ofthe 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       |
|          |                        |  |  |  |  |  |

 

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