**Exhibit 10.28**

 

May 6, 2003

 

***THIS AGREEMENT INCLUDES A GENERALRELEASE OF CLAIMS.***

***FEEL FREE TO TAKE 21 DAYS TO CONSIDER THIS AGREEMENTBEFORE***

***SIGNING IT.  WEALSO ADVISE YOU TO CONSULT A LAWYER PRIOR TO***

***SIGNING THIS AGREEMENT.***

***YOU HAVE 7 DAYS AFTER YOUSIGN THIS AGREEMENT TO REVOKE IT.***

**SEVERANCE AGREEMENT CONTAINING**

**GENERAL RELEASE OFEMPLOYEE’S RIGHTS**

                ThisSeverance Agreement Containing a General Release of my Rights (Agreement) isentered into between myself, Robert M. Lallo, Holliston, MA 01746 (“Mr. Lallo”),and the Abington Bancorp, Inc. (Abington Bancorp, Inc., together with itsdirect and indirect subsidiaries is hereinafter referred to as “AbingtonSavings Bank”), on the date on which I sign it.  In consideration of the covenants undertaken, the releasescontained in this Agreement, and the promises made in this Agreement, theAbington Savings Bank  and I herebyagree as follows:

# 1.                                       **Employment Separation**.  My employment with the Abington Savings Bankwill terminate on the  date on whichAbington Bancorp, Inc. files it Annual Report on Form 10-K for the year endedDecember 31, 2002 with the Securities and Exchange Commission (“SeparationDate”), May 15, 2003.

# 2.                                       **Severance Payment**.  In return for the execution of thisAgreement and Release, the Abington Savings Bank agrees to pay me ten (10)months of severance pay at my current rate of pay, less applicable withholdingtaxes and other ordinary payroll deductions (“applicable deductions”).  These payments will be made in the normalpayroll cycles of Abington Savings Bank, commencing with the first payrollcycle following the later of (i) the revocation period described in Section 15below and (ii) the Separation Date (“Severance Payments”).

# 3.                                       **BenefitsEligibility**.  In additionto the severance payments described above, also in exchange for the executionof this Agreement, for the period of time that I am receiving SeverancePayments, Abington Savings Bank will also make contributions towards my medicalinsurance premiums so long as I am both eligible for and enrolled in theAbington Savings Bank’s medical plan on my separation date.  The contributions which the Abington SavingsBank will make toward my health insurance premiums will be for only so long asI am receiving Severance Payments in accordance with this Agreement, and willbe in an amount equal to that which was made by the Abington Savings Bank on mybehalf while I was an employee.  I agreeand acknowledge that I shall remain responsible for the payment of my share ofthe insurance premium for said medical insurance.  I agree that the Abington Savings Bank should deduct my portionof the health insurance from my severance payments. The parties understand andagree that I will be provided with COBRA notification upon conclusion of myseverance

 

1

----

 

#                                                 payments.

 

# 4.                                       **Acknowledgment**.  I acknowledge that the benefits providedunder this Agreement are more than I would have received in the absence of mysigning this Agreement and giving the Release contained within.  I understand that I am eligible to receiveany earned and unused vacation time that I have available under AbingtonSavings Bank’s policy, regardless of whether or not I sign this Agreement.  I also understand that Abington Savings Bankhas agreed to pay me until the Separation Date, regardless of whether or not Ichoose to enter into this Agreement.

# 5.                                       **Confidentiality**.

## a.               To the extentpermitted by law, I shall not disclose to any third party secrets or any otherfinancial or business information relating to the Abington Savings Bank of akind which is not disclosed publicly in the ordinary course of business, exceptif I am required to disclose such information pursuant to subpoena, to assistin a lawful fraud investigation, or by other compulsory legal process.  If I receive a subpoena, other legal processor a request which seeks information about the Abington Savings Bank I shall,where permitted by law, immediately notify the Abington Savings Bank of thatfact prior to responding to such legal process or request.

## b.              I shall notdisclose to any person other than my attorney and accountant the benefitsprovided for in this Agreement, or the existence of or content of thisAgreement or any discussions concerning, regarding, relating to, or leading upto this Agreement.  If I discloseinformation related to this Agreement to my attorney or accountant, I shallobtain from each of them their agreement to be bound by this confidentialityprovision prior to disclosing to them any information covered by thisconfidentiality provision.

## c.               I shallimmediately return to the Abington Savings Bank any and all property of theAbington Savings Bank in my possession, custody or control, including withoutlimitation, any documents or other materials, regardless of format, whichpertain to the operations of Abington Savings Bank.

# 6.                                       **Conduct**.  I agree that I will not engage in anyconduct that is injurious to the reputation or interests of the AbingtonSavings Bank, or any of the Abington Savings Bank Releasees as defined below,including but not limited to disparaging the Abington Savings Bank or anyAbington Savings Bank  Releasees, unlessotherwise required by law. Abington Savings Bank agrees that it will notundertake any action for the purpose of causing injury to my reputation orinterests, unless otherwise required by law.

# 7.                                       **Return of Bank Property**.  I acknowledge and agree that I have returnedall

 

2

----

 

#                                                 Abington Savings Bank property previously in my possession, includingbut not limited to any equipment, keys, and credit cards, as well as anydocuments and files (and any copies thereof).

8.             **Provisionof Ongoing Transitional Services to the Bank.**  I acknowledge and agree that throughout theten month period that I will be receiving severance payments as described inthis Agreement, I will provide the Abington Savings Bank with transitionalservices on an as-needed basis as reasonably determined by the Abington SavingsBank.  This means that, among otherthings, I will be available to the Abington Savings Bank to provide advice,counseling or other types of transitional services as may be requested byAbington Savings Bank and as may be needed by Abington Savings Bank.  Abington Savings Bank agrees that theconsulting services to be provided pursuant to this paragraph 8 shall not be inexcess of an average of 10 hours per week (it being understood that such limitshall not apply to any services to be provided under paragraph 9). Theseverance payments included in this Agreement will, in addition to providingconsideration for other terms of this Agreement, also provide me compensationfor any and all transitional services that I may be asked to provide pursuantto this Section.  I understand, however,that nothing in this Section changes or alters in any way my employmentSeparation Date as described above.

 

# 9.                                       **Cooperation as to Accounting and Other Inquiries**.  During the periodfollowing the termination of my employment I agree to cooperate fully withAbington Savings Bank in (x) any preparation, review, revision or restatementof any financial statements or related books and records relating to the timeduring which I was employed by Abington Savings Bank (the “Employment Period”)and (y) the defense or prosecution of any investigations, inquiries, claims oractions now in existence or which may be brought in the future against or onbehalf of Abington Savings Bank which relate to events or occurrences thattranspired during the Employment Period, including any actions, investigationsor proceedings involving Nasdaq, the Securities and Exchange Commission, or anyother regulatory authority.  My fullcooperation in connection with such claims or actions will include, but not belimited to, being available to meet with counsel to prepare for discovery,hearing, interview or trial and to act as a witness on behalf of AbingtonSavings Bank at mutually convenient times. During the period following the termination of my employment I alsoagree to cooperate fully with Abington Savings Bank in connection with anyinvestigation or review of any federal, state or local regulatory authority asany such investigation or review relate to events or occurrences thattranspired during the Employment Period. Abington Savings Bank will reimburse you for any reasonableout-of-pocket expenses incurred by you in connection with your performance ofyour obligations pursuant to this Section 9, such reimbursement not to includepayment for any time you might spend performing such services.

# 10.                                 **Successors and Assigns**.  In the event that the Abington Savings Bankshould change form and/or be merged or consolidated into another organization,the terms of this Agreement shall inure to the benefit of, and be assumed by,the entity resulting from such change. This Agreement shall be binding upon and 

 

3

----

 

#                                                 inure to thebenefit of my successors and assigns, as well as those of the Abington SavingsBank, but I may not assign this Agreement without the Abington Savings Bank’sprior written consent.

11.           **GeneralWaiver and Release of My Claims and Rights Up to the Date of This Agreement.**  In exchange for the consideration describedin this Agreement, to the extent permitted by law, I hereby, on behalf ofmyself, my Abington Savings Bank, and any affiliated corporations (parentand/or subsidiary), divisions, or entities, either past or present, and each ofthem, as well as each of their directors, founders executors, heirs,administrators, assigns and anyone else claiming by, through or under me,irrevocably and unconditionally give up, waive, release, acquit and foreverdischarge Abington Savings Bank, and any affiliated corporations (parent and/orsubsidiary), divisions, or entities, either past or present, and each of them,as well as each of their directors, founders, predecessors, successors,assigns, agents, directors, officers, employees, former employees,representatives, attorneys, related parties, assigns, and successors, past orpresent, and all persons acting by, through, under or in concert with any ofthem (collectively “Releases”), or any of them, from any and all charges,complaints, claims, grievances, liabilities, obligations, promises, agreements,controversies, damages, judgments, actions, causes of action, suits, rights,demands, costs, losses, debts and expenses (including attorneys’ fees and costsactually incurred), of any nature whatsoever, known or unknown, suspected orunsuspected, and whether or not concealed or hidden (“Claim” or “Claims”),which I now have, own, or hold, or claim to have, own, or hold, or which I atany time heretofore had, owned, or held, or claimed to have, own or holdagainst each or any of the Releasees arising out of any matter existing on, upto, and including the date of this Agreement, including, without limiting thegenerality of the foregoing, express or implied, those Claims arising out of orin connection with my employment and cessation of employment with the AbingtonSavings Bank, all Claims for breach of express or implied contract; all Claimsfor wages; all Claims for wrongful termination of employment whether incontract or tort; all Claims for defamation, libel, slander or intentional,reckless, or negligent infliction of emotional distress; all Claims for breachof any express or implied covenant of employment, including the covenant ofgood faith and fair dealing; all Claims for interference with contractual oradvantageous relations, whether prospective or existing; all Claims fordiscrimination under state or federal law; including without limitation M.G.L.c. 151B, §1 et seq., as amended, Title VII of the Civil Rights Act of 1964, 42U.S.C. §2000e et seq., as amended, the Age Discrimination in Employment Act, 29U.S.C. §621 et seq., as amended, the Older Workers Protection Act of 1990, theAmericans with Disabilities Act of 1990, 42 U.S.C. §12101 et seq., the EmployeeRetirement Income Security Act of 1973, 29 U.S.C. §1001 et seq.; all Claims forbonus, sick leave, holiday pay, severance pay, vacation pay, life insurance,health or medical insurance or any other fringe benefit, and all Claims forattorneys’ fees and costs associated therewith.  However, nothing in this paragraph shall be construed to bar mefrom enforcement of my rights under this Agreement or limit me in any way notpermitted by law.

 

4

----

 

# 12.                                 **No Effect on Indemnification**.  Abington Savings Bank has agreed thatnothing contained in this Agreement shall have any effect on such as I may haveunder the indemnification provisions of the by-laws of each of AbingtonBancorp, Inc. and Abington Savings Bank.

# 13.                                 **ADEA Waiver**.  I expressly acknowledge and agree that, byentering into this Agreement, I am waiving any and all rights or claims that Imay have arising under the Age Discrimination in Employment Act of 1967, asamended, which have arisen on or before the date of execution of thisAgreement.  I further expresslyacknowledge and agree that:

## a.               In return forthis Agreement, I will receive compensation beyond that to which I was alreadyentitled to receive before entering into this Agreement;

## b.              I am herebyadvised in writing by this Agreement to consult with an attorney before signingthis Agreement;

## c.               I was given acopy of this Agreement on May 12, 2003, and informed that I had twenty-one (21)days to consider signing it; and

## d.              I was informedthat I have seven (7) days following the date of execution of this Agreement inwhich to revoke the Agreement.

# 14.                                 **No Law Violation**.  I understand that the Abington Savings Bankis offering me the option of entering into this Agreement on the terms andconditions as set forth herein in order to assist me in my employmenttransition, to recognize my years of service, to further an amicable separationbetween me and Abington Savings Bank, and to resolve any and all disputes whichI may or may not have with the Abington Savings Bank and/or any of the AbingtonSavings Bank Releasees.  This Agreementdoes not mean that the Abington Savings Bank or any other Releasee has violatedor admits to having violated any law or admits to having acting in any way inviolation of any of my rights.  AbingtonSavings Bank expressly denies any violation of any of its policies, procedures,state or federal laws or regulations and/or any wrongdoing.

# 15.                                 **When this Agreement BecomesEffective**.  Iunderstand that I have seven (7) days from the date I sign this Agreement torevoke this Agreement by sending a letter, by certified mail, to JamesMcDonough, President and CEO, Abington Savings Bank, 97 Libbey IndustrialParkway, Suite 400, Weymouth, MA 02338.  This Agreement will become effective and enforceable seven (7) daysfollowing my execution, unless it is revoked during the seven-day period.

# 16.                            **Entire Agreement**.  This is the complete Agreement between me and the AbingtonSavings Bank and supersedes and replaces all prior negotiations and allagreements proposed or otherwise, whether written or oral, concerning thesubject matters hereof.  Anyrepresentation, promise or agreement not specifically included in thisAgreement shall not be binding upon or enforceable against either 

5

----

 

# party.  This is a fullyintegrated document which can be modified only in a writing signed by eachparty.

# 17.                                 **Applicable Law**.  This Agreement shall be deemed to be madeand entered into in the Commonwealth of Massachusetts, and shall in allrespects be interpreted, enforced and governed under the laws of saidCommonwealth.  The language of all partsof this Agreement shall in all cases be construed as a whole, according to itsfair meaning, and not strictly for or against any of the parties.

# 18.                                 **Severability**.  In case any one or more of the provisions ofthis Agreement shall be found to be invalid, illegal or unenforceable in anyrespect, the validity, legality and enforceability of the remaining provisionscontained herein shall not in any way be affected or impaired thereby.  Further, any provision found to be invalid, illegalor unenforceable shall be deemed, without further action on the part of theparties hereto, to be modified, amended and/or limited to the minimum extentnecessary to render such clauses and/or provisions valid and enforceable.

# 19.                                 **Counterparts**.  This Agreement may be executed in counterparts,and each counterpart shall have the efficacy of a signed original.  Photographic copies of such signedcounterparts may be used in lieu of the originals for any purpose.

# 20.                                 **Headings**. The Sectionheadings in this Agreement are for reference purposes only and shall not bedeemed to be part of this Agreement or to affect the meaning or interpretationof this Agreement.

BY PLACING MY SIGNATUREBELOW I CERTIFY THAT I HAVE READ AND ACCEPT ALL OF THE FOREGOING TERMS ANDCONDITIONS AS OF THIS 12TH DAY OF MAY, 2003.

 

| /s/                    | Robert M. Lallo                   |
|------------------------|-----------------------------------|
|                   | Robert M. Lallo                   |
|                   |                              |
|                   |                              |
|                   |                              |
| ABINGTON BANCORP, INC. |
|                   |                              |
|                   |                              |
| By:                    | /s/ James P. McDonough, President |

 

6

----