Exhibit 10.44
 
  
 Re:
    
    Agreement and General Release
    (i)
    
    $1,268,152 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/ Patrick SullivanPatrick Sullivan STATE OF
    
    Massachusetts

    ):
    
    ss.: BostonCOUNTY OF
    

Suffolk
    )
 th
 ILLEGIBLENotary Public YOU MUST RETURN THE ENTIRE AGREEMENT AND GENERAL RELEASE (INCLUDING THIS ACKNOWLEDGMENT
PAGE).
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Re:
    
    Agreement and General Release
    Very truly yours,/s/ Patrick SullivanPatrick Sullivan




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EXHIBIT A
  
   Title/Function:
    
    Head of Corporate & Middle Market, 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 $400,113 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 $272,077
(Discretionary Target Bonus). Notwithstanding the
foregoing, all bonus payments for 2009, if any, will
be made no later than




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March 15, 2010. In order to
receive the Discretionary Target
Bonus, if any, you must be in an
active working status at the
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
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portion of the
Discretionary Target Bonus
amount of $272,077, 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 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 (except as
otherwise set forth below
in the Retention Payment
paragraph).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 (and, in the
event of your resignation,
except as otherwise set
forth below in the
Retention Payment
paragraph).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.Retention Payment:
    
    You will receive a
retention payment of
$130,000 (less applicable
deductions and
withholdings) (Retention
Payment) as follows: (i)
Sovereign will pay you 50%
of the Retention Payment
on July 31, 2009 if you
remain in an active
working status as of that
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date; and (ii) Sovereign
will pay you the
remaining 50% of the
Retention Payment on
January 29, 2010 if you
remain in an active
working status as of that
date. If you are
terminated other than for
cause or resign prior to
January 29, 2010,
Sovereign is prepared to
pay you any portion of
the Retention Payment
that it has not
previously paid to you,
provided that you sign
and return the
Non-Competition Agreement
attached hereto as
Exhibit 1 within 15 days
of your termination other
than for cause or
resignation.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
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 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
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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); or
(ii) continuing through 6 months after the
last date of your employment, you will not
directly or indirectly solicit or do
business or cause others to solicit or do
business, with any client or potential
client of Sovereign in connection with a
business that is in direct or indirect
competition with any active or planned
business of Sovereign, where you serviced or
had contact with such client(s) or potential
client(s) during your employment with
Sovereign. This restrictive covenant will
apply in full force and effect as follows: section (i) will apply in the event that you
resign or are terminated with or without
cause as defined above; and section (ii)
will only apply in the event that you resign
or are terminated with 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 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.
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Accepted:
    
    /s/ Patrick Sullivan
    
    
    
    Date: Feb 12, 2009Patrick Sullivan
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Exhibit 1
 Non-Competition Agreement
    /s/ Patrick J. Sullivan
    
    
    
    Feb 12,
2009Signature
    
    
    
    DatePatrick SullivanPrint Name