**Exhibit 10.27**

 

**SPECIAL TERMINATION AGREEMENT**

 

THIS AGREEMENT is dated asof the 24th day of April, 2003 by and among Abington Bancorp, Inc., aMassachusetts corporation (the “Company”), its subsidiary, Abington SavingsBank, a Massachusetts savings bank with its main office in Abington,Massachusetts (the “Bank”; the Company and the Bank are sometimes collectivelyreferred to herein as the “Employers”) and W. Cleveland Cogswell, an individualcurrently employed by the Bank in the capacity of Senior Vice President,Consumer Banking (the “Executive”).

# 1.   **Purpose**.  In order to allow the Executive to consider the prospect of aChange in Control (as defined in Section 2) in an objective manner and inconsideration of the services rendered and to be rendered by the Executive tothe Employers, and other good and valuable consideration, the receipt andsufficiency of which is hereby acknowledged by the Employers, the Employers arewilling to provide, subject to the terms of this Agreement, certain severancebenefits 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 tohave occurred in any of the following events:

### (i) if there has occurred achange in control which the Company would be required to report in response toItem 1 of Form 8-K promulgated under the Securities Exchange Act of 1934, asamended (the “1934 Act”), or, if such Form is no longer in effect in its presentform, any Form or regulation promulgated by the Securities and ExchangeCommission pursuant to the 1934 Act which is intended to serve similarpurposes; or

### (ii) when any “person” (assuch 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 the1934 Act), directly or indirectly, of securities of the Company or the Bankrepresenting twenty-five percent (25%) or more of the total number of votesthat may be cast for the election of directors of the Company or the Bank; or

### (iii) if during any periodof two consecutive years (not including any period prior to the execution ofthis Agreement), individuals who are Continuing Directors (as herein defined)cease for any reason to constitute at least a majority of the Board ofDirectors of the Company.  For thispurpose, 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

### (iv) the stockholders of theCompany approve a merger or consolidation of the Company with any other bank orcorporation, other than (a) a merger or consolidation which 

 

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would result in the voting securities of theCompany outstanding immediately prior thereto continuing to represent (eitherby remaining outstanding or by being converted into voting securities of thesurviving entity) more than 80% of the combined voting power of the votingsecurities of the Company or such surviving entity outstanding immediatelyafter such merger or consolidation, or (b) a merger or consolidation effectedto implement a recapitalization of the Company (or similar transaction) inwhich no “person” (as defined above) acquires more than 30% of the combinedvoting power of the Company’s then outstanding securities; or

 

### (v) the stockholders of theCompany approve a plan of complete liquidation of the Company or an agreementfor the sale or disposition by the Company of all or substantially all of itsassets.

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

## (a)   termination by either of the Employers ofthe employment of the Executive as Senior Vice President of the Bank for anyreason other than (i) death, (ii) deliberate dishonesty of the Executive withrespect 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 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:

### (i) a significant change inthe nature or scope of the Executive’s responsibilities, authorities, powers,functions or duties from the responsibilities, authorities, powers, functionsor duties exercised by the Executive at the Company or the Bank immediatelyprior to the Change in Control; or

### (ii) a reasonabledetermination by the Executive that, as a result of a Change in Control, he isunable to exercise the responsibilities, authorities, powers, functions orduties exercised by the Executive at the Company or the Bank immediately priorto such Change in Control; or

### (iii) a decrease in thetotal annual compensation payable by the Company or the Bank to the Executiveother than as a result of a salary reduction similarly affecting the Executiveand all other executive officers of the Company or the Bank on the basis of theCompany’s or the Bank’s financial performance; or

### (iv) the failure by theCompany or the Bank to continue in effect any material compensation, incentive,bonus or benefit plan in which the Executive participates immediately prior tothe Change in Control, unless an equitable arrangement (embodied in an ongoingsubstitute or alternative plan) has been made with respect to such plan, or thefailure by the Company or the Bank to continue the Executive’s participationtherein (or in such substitute or alternative plan) on a basis not materiallyless favorable, both in terms of the amount of benefits provided and the levelof the Executive’s participation relative to other participants, than the basiswhen existed at the time of the Change of Control; or

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### (v) the failure of theCompany or the Bank to obtain a satisfactory agreement from any successor toassume and agree to perform this Agreement.

# 4.   **Severance Payment**.

## (a)   If a Change of Control takes place on orafter the first anniversary but before the second anniversary of the date onwhich the Executive’s employment with the Bank commenced *and* a TerminatingEvent occurs within three (3) years after such Change in Control, the Employersshall pay to the Executive an amount equal to (x) 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.

## (b)   If a Change of Control takes place on orafter the second anniversary but before the third anniversary of the date onwhich the Executive’s employment with the Bank commenced *and* a TerminatingEvent occurs within three (3) years after such Change in Control, the Employersshall pay to the Executive an amount equal to (x) two times such “base amount”applicable to the Executive, less (y) One Dollar ($1.00), payable in onelump-sum payment on the date of termination.

## (c)   If a Change of Control takes place on orafter the third anniversary of the date on which the Executive’s employmentwith the Bank commenced *and* a Terminating Event occurswithin three (3) years after such Change in Control, the Employers shall pay tothe Executive an amount equal to (x) three times such “base amount” applicableto the Executive, less (y) One Dollar ($1.00), payable in one lump-sum paymenton the date of termination.

# 5.   **Limitation on Benefits**.

## (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 whichhe 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 within forty-fivedays after the Employers have sent her written notice of the need for suchreduction, the Employers may determine the method of such reduction in theirsole 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.

## (c)   The Executive confirms that he is aware ofthe fact that the Federal Deposit Insurance Corporation has the power to precludethe Bank from making payments to the Executive under this Agreement undercertain circumstances.  The Executiveagrees that the Bank shall not be deemed to be in breach of this Agreement ifit is precluded from making a payment otherwise payable hereunder by reason ofregulatory requirements binding on the Bank.

# 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.

# 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 ofthe employment 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.

# 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.

# 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 he fails to make suchdesignation).

10.   **Enforceability**.  If any portion or provision of thisAgreement shall to any extent be declared illegal or unenforceable by a courtof competent jurisdiction, then the remainder of this Agreement, or theapplication of such portion or provision in circumstances other than those asto which it is so declared illegal or unenforceable, shall not be affectedthereby, and each portion and provision of this Agreement shall be valid andenforceable to the fullest extent permitted by law.

 

 

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# 11.   **Waiver**.  No waiver of any provision hereof shall beeffective unless made in writing and signed by the waiving party.  The failure of either party to require theperformance of any term or obligation of this Agreement, or the waiver byeither party of any breach of this Agreement, shall not prevent any subsequentenforcement of such term or obligation or be deemed a waiver of any subsequentbreach.

# 12.   **Notices**.  Any notices, requests, demands and othercommunications provided for by this Agreement shall be sufficient if in writingand delivered in person or sent by registered or certified mail, postageprepaid, to the Executive at 9 Chapin Road, Newton, MA 02459, or to such otheraddress as the Executive has filed in writing with the Employers or, in thecase of the Employers, at their main office, attention of the Clerk or theSecretary.

# 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 in this Agreement shall be construed to limit the rightsof the Executive under any employment agreement he may then have with theEmployers.

# 14.   **Amendment**.  This Agreement may be amended or modifiedonly by a written instrument signed by the Executive and by a duly authorizedrepresentative of the Executive Committee of the Board of Directors of each ofthe Employers.

# 15.   **Governing Law**.  This Agreement shall be governed by, andconstrued and enforced in accordance with, the substantive laws of TheCommonwealth of Massachusetts without regard for its principles of conflicts oflaws.

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IN WITNESS WHEREOF, thisAgreement 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 firstabove written.

 
| ATTEST:                      |   |   | ABINGTON BANCORP, INC.    |
|------------------------------|--------|--------|---------------------------|
|                         |   |   |                      |   |
|                         |   |   |                      |   |
| /s/ Joanne Strondak          |   |   | By:                       | /s/ Kevin M. Tierney, Sr. |
| Joanne Strondak, Clerk       |   |   |                      |   |
|                         |   |   | Title:                    | Vice President |
|                         |   |   |                      |   |
| [Seal]                       |   |   |                      |   |
|                         |   |   |                      |   |
| ATTEST:                      |   |   | ABINGTON SAVINGS BANK     |
|                         |   |   |                      |   |
|                         |   |   |                      |   |
| /s/ Joanne Strondak          |   |   | By:                       | /s/ Kevin M. Tierney, Sr. |
| Joanne Strondak, Clerk       |   |   |                      |   |
|                         |   |   | Title:                    | Executive Vice President  & |
|                         |   |   |                      | Chief Operating Officer |
|                         |   |   |                      |   |
| [Seal]                       |   |   |                      |   |
|                         |   |   |                      |   |
| WITNESS:                     |   |   |                      |   |
|                         |   |   |                      |   |
| /s/ Renée R. Czajkowski |   |   | /s/ W. Cleveland Cogswell |
| Renée R. Czajkowski     |   |   | W. Cleveland Cogswell     |

 

 

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