Exhibit 10.45
 
  
 Agreement and General Release
    (i)
    
    $1,305,948 which represents an amount approximately equal to
the change in control or termination benefits set forth in your prior
employment agreement and/or change in control agreement with Sovereign (less
applicable deductions and withholdings). Sovereign will provide this payment
to you notwithstanding that you have chosen not to resign for Good Reason; and(ii)
    
    an employment agreement as attached hereto as Exhibit A.




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ACKNOWLEDGEMENT
    th
 /s/ Roy LeverRoy LeverSTATE OF MASSACHUSETTS ):
    
    ss.:COUNTY
OF SUFFOLK
             )
 th
 /s/ [ILLEGIBLE]Notary PublicCommission Expires July 30, 2010
 YOU MUST RETURN THE ENTIRE AGREEMENT AND GENERAL RELEASE
(INCLUDING THIS ACKNOWLEDGMENT PAGE).
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2/9, 2009
 
 Agreement and General Release
    Very truly yours,/s/ Roy LeverRoy Lever




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EXHIBIT A
  
   Title/Function:
    
    Network Head for Retail and Small Businesses, initially reporting to Gabriel Jaramillo, President
& Chief Executive Officer. Notwithstanding the foregoing, during your employment with Sovereign,
Sovereign reserves the right, in its sole discretion, to modify your title, function,
responsibilities and reporting relationships. You agree to use your best efforts, skill and
ability to perform your duties and responsibilities, and to devote all of your business time and
energy to the performance of your duties and responsibilities hereunder.Work Location:
    
    Your initial work location will be at the offices of Sovereign located in Boston, Massachusetts.
You will be required, however, to travel to other locations based on business necessity.Compensation:
    
    For calendar year 2009 (2009), your salary will be paid at the rate of $350,000 per annum (less
applicable deductions and withholdings), payable in accordance with Sovereigns regular payroll
practices.In addition, for 2009, you will be eligible to receive a discretionary bonus, payable in accordance
with Sovereign policy with respect to the payment of bonuses (as amended from time to time). The
amount of the discretionary bonus, if any, will be determined by Sovereign in its sole discretion
based on, among other things, your performance and the performance of Sovereign. Your discretionary
bonus for 2009 will be in a target amount of $300,000 (Discretionary Target Bonus).
Notwithstanding the foregoing, all bonus payments for 2009, if any, will be made no later than
March 15, 2010. In order to receive the Discretionary Target Bonus, if any, you must be in an
active working status at the




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time of bonus payment (except as otherwise set
forth below in the Termination Other Than for
Cause paragraph).Subsequent to 2009, if you are still employed
by Sovereign and in active working status at
the time of bonus payments for 2010 or
subsequent years, Sovereign, in its sole
discretion, may (but is not obligated to) pay
a discretionary bonus to you for 2010 or
subsequent years. The amount of any
discretionary bonus, if any, may vary from
year to year. Discretionary bonuses payable
after 2009, if any, and will be payable in
accordance with Sovereign policy with respect
to the payment of bonuses, as amended from
time to time.For purposes of this letter, active working
status means that you have not resigned (or
given notice of your intention to resign) and
have not been terminated (or been given notice
of your termination).Expenses:
    
    Sovereign will reimburse you for all reasonable business expenses
actually incurred by you in connection with the
performance of your duties hereunder, in
accordance with policies established by
Sovereign from time to time and subject to
receipt by Sovereign of appropriate
documentation.Compliance WithPolicies And Procedures:
    
    You agree to continue to be bound by and to
comply fully with all policies and procedures
for employees, including but not limited to,
all terms and conditions set forth in any
employee handbook, compliance manual and any
other memoranda and communications pertaining
to policies, procedures, rules and regulations,
as currently in effect and as may be amended or
established from time to time. These policies
and procedures include, among other things and
without limitation, your obligations to comply
with Sovereigns rules regarding confidential
and proprietary information, trade secrets and
intellectual property. Failure to comply with
all such policies and procedures shall be
grounds for disciplinary action by Sovereign,
up to and including termination.Termination Other Thanfor Cause:
    
    If your employment is terminated by Sovereign
other than for cause prior to the date that
Sovereign makes its regular payment of 2009
bonuses to its employees, you will receive
(less applicable deductions and withholdings): (i) any salary that has been earned but unpaid
up to the date of your termination; (ii) a
pro-rated portion of the Discretionary Target
Bonus amount of $300,000, based on the number
of full months that you worked for Sovereign in
2009, which will be payable in accordance with
Sovereign policy with respect to the payment of
bonuses; and (iii) continued
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coverage under Sovereigns group health
insurance plan, at no charge, for two (2)
years following the last day of your
employment. You will not receive any
additional payments other than those set forth
above in this paragraph (whether a
discretionary or guaranteed bonus, any
additional salary, severance, or otherwise)
whatsoever.Resignation/Terminationfor Cause:
    
    In the event that you resign or your employment is terminated by
Sovereign for cause, you will not be entitled
to any bonus (discretionary, guaranteed or
otherwise), any severance or any termination
payments referred to in the above paragraph
(other than any Discretionary Target Bonus
already paid to you as of the date of your
resignation or termination), except that you
will be entitled to salary earned prior to
your resignation or termination.For purposes hereof, cause shall mean that:(i) you committed an act constituting a
misdemeanor involving moral turpitude, fraud or
misrepresentation or a felony under the laws of
the United States or any state or political
subdivision thereof; (ii) you violated laws,
rules or regulations applicable to banks,
investment banks, broker-dealers, investment
advisors or the banking, commodities, futures
or securities industries generally; (iii) you
committed an act constituting a breach of
fiduciary duty, gross negligence or willful
misconduct; (iv) you engaged in conduct that
violated Sovereigns internal policies or
procedures and which is detrimental to the
business, reputation, character or standing of
Sovereign or any of its related entities; (v)
you committed an act of fraud, dishonesty or
misrepresentation that is detrimental to the
business, reputation, character or standing of
Sovereign or any of its related entities; (vi)
you engaged in a conflict of interest or
self-dealing; or (vii) after notice by
Sovereign and a reasonable opportunity to cure,
you materially breached your obligations as set
forth in this agreement or you failed to
perform your duties as an employee of
Sovereign.Confidential Information:
    
    In addition to any other applicable policies
regarding Sovereigns
confidential or proprietary information, you
agree that during and at any time after your
employment with Sovereign, you will keep in
confidence and will not, except as specifically
authorized in writing by Sovereign or as
otherwise required by law, disclose to any
third party or use for the benefit of any third
party or yourself any confidential or
proprietary information about Sovereign (or its
related entities) which you acquired, developed
or created by reason of your employment, except
for information that is or becomes public other
than through your breach of this paragraph.You agree not to disclose the terms of this
agreement to anyone except your immediate
family and your tax advisors or legal
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counsel, except as otherwise required by law.
You further agree to instruct your immediate
family and any tax advisors or legal counsel
not to disclose this agreement, except as
otherwise required by law.You further agree to deliver promptly to
Sovereign upon the termination of your
employment for any reason or at any other time
upon the request of Sovereign all documents,
materials and computer media in any form (and
all copies thereof) and all other property of
Sovereign (or its related entities).Notice Period:
    
    In the event that you resign from Sovereign, you agree to
provide Sovereign with 30 days notice of your
resignation. Sovereign reserves the right, in
its sole discretion, to designate this period
as either a paid working or non-working notice
period, or to reduce or waive the notice
period, in whole or in part.Restrictive Covenants:
    
    In consideration of your continued employment, you
agree that
beginning on the date that you execute this
agreement and: (i) continuing through 6 months
after the last date of your employment, you
will not directly or indirectly engage in any
business (whether as an employee, consultant,
director, member, partner or shareholder) that
is in direct or indirect competition with any
active or planned business of Sovereign
(Competitive Business); (ii) continuing
through 6 months after the last date of your
employment, you will not directly or indirectly
solicit or cause others to solicit any client
or potential client of Sovereign in connection
with a Competitive Business where you serviced
or had contact with such client(s) or potential
client(s) during your employment with
Sovereign; or (iii) continuing through 12
months after the last date of your employment,
you will not directly or indirectly solicit or
induce, or cause others to solicit or induce,
any person who is employed or engaged by
Sovereign (or its related entities) (or any
person who was employed or engaged by Sovereign
or its related entities within the last 12
months of your employment) to terminate his or
her employment or engagement with Sovereign (or
its related entities) or to accept employment
with anyone or any entity other than Sovereign
(or its related entities). This restrictive
covenant will apply in full force
and effect as follows: sections (i) and (ii)
will only apply in the event that you resign or
are terminated with cause as defined above; and
section (iii) will apply in the event that you
resign or are terminated with or without cause
as defined above.Benefits:
    
    You will continue to be eligible to participate in Sovereigns
benefits plans (e.g., health, dental, life and
disability) and like benefits (e.g., parking,
car allowance, club dues) in which you are
currently participating, subject to their
exclusions and limitations, as such plans and
benefits may be amended, terminated or replaced
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by Sovereign from time to time in its sole discretion (provided that
Sovereign will provide prior notice where required by the applicable
plan documents).Modification:
    
    This agreement contains the entire understanding of the parties
regarding the subject matter hereof and no terms may be modified
except by a document signed by the parties and referring explicitly
hereto. You acknowledge that you have not relied on any oral or
written representations or understandings not explicitly contained
herein in executing this agreement.Governing Law:
    
    This agreement will be governed by and construed in accordance with
the laws of the State of Massachusetts (without regard to its
conflicts of law principles). If any portion of this agreement is
found to be unenforceable but such portion would be enforceable if
some part thereof were deleted or modified, then such portion will
apply with such deletion or modification as is necessary to make it
enforceable to the fullest extent permitted by law. If any such
portion cannot be modified to be enforceable, such portion will be
deemed severed from this agreement and will not affect the validity
or enforceability of the remainder of this agreement.
     
 
 Accepted:
    
    /s/ Roy Lever
    
    
    
    Date:
    
    2/9/09Roy Lever
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EXHIBIT A
  
   Restrictive Covenants:
    
    In consideration of your continued employment, you agree
that
beginning on the date that you execute this agreement
and: (i) if you resign or are terminated with cause on
or prior to December 31, 2009, continuing through 6
months after the last date of your employment, you will
not directly or indirectly engage in any business
(whether as an employee, consultant, director, member,
partner or shareholder) that is in direct or indirect
competition with any active or planned business of
Sovereign (Competitive Business); (ii) if you resign
or are terminated with cause on or after January 1,
2010, continuing through 3 months after the last date of
your employment, you will not directly or indirectly
engage in any business (whether as an employee,
consultant, director, member, partner or shareholder)
that is in direct or indirect competition with any
active or planned business of Sovereign (Competitive
Business); (iii) continuing through 6 months after the
last date of your employment, you will not directly or
indirectly solicit or cause others to solicit any client
or potential client of Sovereign in connection with a
Competitive Business where you serviced or had contact
with such client(s) or potential client(s) during your
employment with Sovereign; or (iv) continuing through 12
months after the last date of your employment, you will
not directly or indirectly solicit or induce, or cause
others to solicit or induce, any person who is employed
or engaged by Sovereign (or its related entities) (or
any person who was employed or engaged by Sovereign or
its related entities within the last 12 months of your
employment) to terminate his or her employment or
engagement with Sovereign (or its related entities) or
to accept employment with anyone or any entity other
than Sovereign (or its related entities). This
restrictive covenant will apply in full force and effect
as follows: sections (i), (ii) and (iii) will only apply
in the event that you resign or are terminated with
cause as defined above; and section (iv) will apply in
the




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event that you resign or are terminated with or without
cause as defined above.
      
 
 Accepted:
    
    /s/ Roy Lever
    
    
    
    Date:
    
    2/20/09Roy Lever
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