exv10w44






Exhibit 10.44









February 3, 2009




Patrick Sullivan

c/o Sovereign Bancorp, Inc.





			
	Re:	 	Agreement and General Release





Dear Pat:




          This Agreement and General Release (“Agreement and Release”) confirms our discussions
regarding your employment with Sovereign Bancorp, Inc. (and/or its related entities, defined as
“Sovereign”).




          In consideration for your signing and returning (and not revoking) this Agreement and
Release, Sovereign will provide you with the following benefits to which you are not otherwise
entitled:





	 	(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.





          In order to be eligible to receive the payment and other benefits described above to which you
are not otherwise entitled, you are required to agree to the terms contained in this Agreement and
Release, including the General Release provisions set forth below, indicate your agreement by
signing and returning this Agreement and Release, and not revoke this Agreement and Release as
provided below.




          In consideration for receiving the change in control or termination benefits amount described
above without your having to resign for Good Reason and for the offer of the




 









 







employment agreement, you hereby agree to release Sovereign and any and all of Sovereign’s
predecessors, successors, assigns, subsidiaries, parents, branches, divisions, affiliates, related
entities and present and former officers, directors, employees and agents (of either Sovereign or
any and all of Sovereign’s predecessors, successors, assigns, subsidiaries, parents, branches,
divisions, affiliates and related entities) (including, but not limited to, Banco Santander, S.A.
and its parents, subsidiaries, affiliates or related entities) (collectively “Sovereign Entities &
Officials”), individually and in their official capacities, of and from all causes of action,
claims, damages, judgments or agreements of any kind including, but not limited to, all matters
arising out of your employment with Sovereign (or its parents, subsidiaries, affiliates or related
entities), and of and from any change in control or termination provisions. This release includes,
but is not limited to, any and all alleged claims based on Title VII of the Civil Rights Act of
1964, the Civil Rights Act of 1866, the Age Discrimination in Employment Act (including the Older
Workers Benefit Protection Act), the Americans with Disabilities Act, the New York State and New
York City Human Rights Laws, the New York Labor Law, the Pennsylvania Human Relations Act, the
Pennsylvania Wage Payment and Collection Law, the Massachusetts Fair Employment Practices Act, the
Massachusetts Age Discrimination Law, the Massachusetts Equal Rights Act, the Employee Retirement
Income Security Act of 1974, the Family and Medical Leave Act of 1993, the Worker Adjustment and
Retraining Notification Act, or any common law, public policy, contract (whether oral or written,
express or implied) or tort law, or any other local, state, federal or foreign law, regulation,
ordinance or rule having any bearing whatsoever on the terms and conditions of your employment and
the cessation thereof. By signing this Agreement and Release, you are providing a complete waiver
of all claims that may have arisen, whether known or unknown, up until the time that this
Agreement and Release is executed by you. Notwithstanding the foregoing, this release is not
intended to release any rights to indemnification, if any, pursuant to Sovereign policy or
applicable law.




          You acknowledge and agree that any employment agreement, offer letter and/or any agreement
regarding change in control or termination benefits, previously entered into between you and
Sovereign are immediately null and void.




          In addition, 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 yourself or any third party any confidential or proprietary information about Sovereign
(or its parents, subsidiaries, affiliates or 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 that you will cooperate with Sovereign (or its parents, subsidiaries, affiliates or
related entities) and its legal counsel in connection with any current or future investigation or
litigation relating to any matter with which you were involved or of which you have knowledge or
which occurred during your employment. Such assistance will include, but not be limited to,
depositions and testimony and will continue until such matters are resolved. Sovereign will provide
you with reasonable notice whenever possible of the need for your cooperation.






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          If you breach this Agreement and Release, in addition to any other remedies available,
Sovereign will seek restitution and/or offset of any payments or benefits provided to the extent
permitted by law.




          This Agreement and Release does not affect your entitlement to previously accrued or vested
benefits to which you may be entitled under any Sovereign savings and/or pension plans. Your
rights to benefits under any Sovereign savings and/or pension plan will be determined by law and
in accordance with the terms of the specific plan.




          Since your execution of this Agreement and Release releases Sovereign and any Sovereign
Entities & Officials from all claims you may have, you should review this carefully before signing
it. You can take at least twenty-one (21) days from your receipt of this Agreement and Release to
consider its meaning and effect and to determine whether you wish to enter into it. During that
time, you are advised to consult with anyone of your choosing, including an attorney, prior to
executing this Agreement and Release. Any modifications to this Agreement and Release (and the
attached Exhibit A), whether material or immaterial, will not restart the twenty-one (21) day
period.




          Once you have signed this Agreement and Release, you may choose to revoke your execution
within seven (7) days. Any revocation of this Agreement and Release must be in writing and
personally delivered to Thomas J. McAuliffe, Sovereign Bancorp, Inc., 75 State Street, Boston,
Massachusetts 02109, or if mailed, postmarked within seven (7) days of the date upon which it was
signed by you.




          TO RECEIVE THE PAYMENT AND OTHER BENEFITS DESCRIBED ABOVE, YOU MUST SIGN (AND HAVE NOTARIZED)
AND RETURN THE AGREEMENT AND RELEASE NO LATER THAN FEBRUARY 27, 2009, AND DELIVER THE ATTACHED
LETTER INDICATING THAT YOU HAVE NOT REVOKED YOUR AGREEMENT SEVEN (7) DAYS AFTER THE DATE YOU SIGN
THIS AGREEMENT AND RELEASE. YOU MUST ALSO SIGN AND RETURN THE EMPLOYMENT AGREEMENT ATTACHED HERETO
AS EXHIBIT A NO LATER THAN FEBRUARY 27, 2009. This Agreement and Release should be returned to
Thomas J. McAuliffe, Sovereign Bancorp, Inc., 75 State Street, Boston, Massachusetts 02109.
Sovereign will not make any payments or provide any other benefits pursuant to this Agreement and
Release until after the seven (7) day period expires and Sovereign receives the attached letter
indicating that you have not revoked your agreement.




          If any portion of this Agreement and Release 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 Release and will not affect the validity or enforceability
of the remainder of this Agreement and Release.




          This Agreement and Release will be null and void if you do not sign and return the employment
agreement attached hereto as Exhibit A within the applicable time period.





-3-









 








          This Agreement and Release (including Exhibit A attached hereto) contains the entire
understanding of the parties relating to the subject matter hereof. You acknowledge that no
representations, oral or written, have been made other than those expressly set forth herein, and
that you have not relied on any other representations in executing this Agreement and Release. This
Agreement and Release may be modified only in a document signed by the parties and referring
specifically hereto.




          If you have any questions, please contact Tom Stypulkoski at (610) 526-6340.




Sincerely yours,




Sovereign Bancorp, Inc.









Thomas J. McAuliffe

Executive Vice President and

Managing Director of Human Resources






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ACKNOWLEDGEMENT



          I AGREE TO THE TERMS AND CONDITIONS SPECIFIED IN THIS AGREEMENT AND RELEASE AND I INTEND
TO WAIVE AND RELEASE ALL CLAIMS THAT I MAY HAVE AGAINST SOVEREIGN AND ANY SOVEREIGN ENTITIES &
OFFICIALS. I UNDERSTAND THAT THIS WAIVER AND RELEASE CREATES A TOTAL AND UNLIMITED RELEASE OF
ALL CLAIMS, WHETHER KNOWN OR UNKNOWN, EXISTING AS OF THIS DATE THAT I MAY HAVE AGAINST
SOVEREIGN AND ANY SOVEREIGN ENTITIES & OFFICIALS.




          I HAVE HAD AMPLE TIME TO REVIEW THIS AGREEMENT AND TO CONSIDER MY GENERAL RELEASE OF ALL
CLAIMS AS SET FORTH IN THIS AGREEMENT AND RELEASE. I AM SIGNING THIS AGREEMENT AND RELEASE
KNOWINGLY, VOLUNTARILY AND WITH FULL UNDERSTANDING OF ITS TERMS AND EFFECTS. I UNDERSTAND THAT I
CAN TAKE AT LEAST TWENTY-ONE (21) DAYS FROM RECEIPT OF THIS AGREEMENT AND RELEASE TO DETERMINE
WHETHER I WISH TO SIGN IT, THAT I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO SIGNING
IT, AND THAT I HAVE SEVEN (7) DAYS FROM THE DATE I SIGN THIS AGREEMENT AND RELEASE TO REVOKE IT.




          I ACKNOWLEDGE THAT I HAVE NOT RELIED ON ANY REPRESENTATIONS OR STATEMENTS NOT SET FORTH
HEREIN. I WILL NOT DISCLOSE THIS AGREEMENT AND RELEASE TO ANYONE EXCEPT TO MY IMMEDIATE FAMILY
AND ANY TAX, LEGAL OR OTHER COUNSEL THAT I HAVE CONSULTED REGARDING THE MEANING OR EFFECT OF
THIS AGREEMENT, EXCEPT AS OTHERWISE REQUIRED BY LAW.




          In witness hereof, I have executed this Agreement and General Release this 12th day
of February, 2009.




	 	 	 	 	 
	 	 	 
	/s/ Patrick Sullivan
 	 	 
	Patrick Sullivan 	 	 
	 	 	 



	 	 	 	 	 	 	 	 	 	 	 
	STATE OF

	 	Massachusetts
	) 	 		 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	: 	 	ss.: Boston	 	 	
	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	COUNTY OF

	 	Suffolk	) 	 		 	 	 	 	 






          On
this 12th day of February, 2009, before me, a
Notary Public of the State of Massachusetts, personally appeared PATRICK SULLIVAN, to me known and known
to me to be the person described and who executed the foregoing Agreement and General Release and
did then and there acknowledge to me that s/he voluntarily executed the same.




	 	 	 	 	 
	 	ILLEGIBLE 	 
	 	Notary Public
 	 
	 	 	 
	 	 	 
	 



YOU MUST RETURN THE ENTIRE AGREEMENT AND GENERAL RELEASE
 (INCLUDING THIS ACKNOWLEDGMENT
PAGE).




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February 12 , 2009




Thomas J. McAuliffe

Executive Vice President and

Managing Director of Human Resources

Sovereign Bancorp, Inc.

75 State Street

Boston, Massachusetts 02109





			
	Re:	 	Agreement and General Release






     Dear Tom:



          On Feb 12, 2009, I executed a Agreement and General Release
between Sovereign Bancorp, Inc. and me. I was advised in writing to consult with an attorney of my
choosing prior to signing the Agreement and General Release.




          At least seven (7) days have elapsed since I executed the above-mentioned Agreement and
General Release, and I have not revoked my acceptance or execution thereof. I hereby request
payment of the monies and other benefits described in that Agreement and General Release.




	 	 	 	 	 
	 	Very truly yours,

 	 
	 	/s/ Patrick Sullivan
 	 
	 	Patrick Sullivan 	 
	 	 	 













 












EXHIBIT A




February 3, 2009




Patrick Sullivan

c/o Sovereign Bancorp, Inc.




Dear Pat:




     It is with great pleasure that we extend an offer setting forth the following terms
for your continued employment with Sovereign Bancorp, Inc. (and/or its related entities,
defined as “Sovereign”):



	 	 	 
	 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






 









 






	 	 	 
	 

	 	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 With

	 	 
	Policies 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 Than 

	 	 
	for 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/Termination

	 	 
	for 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.






     Nothing in this agreement is intended to create a fixed term of employment at
Sovereign. Your employment at Sovereign is on an at will basis, meaning that
Sovereign will be free to terminate your employment at any time, with or without
cause, and that you will be free to resign from your employment with Sovereign at
any time.



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     If you accept this offer, please sign and date this letter in the space provided below and,
by no later than February 27, 2009, return a copy to me at Sovereign Bancorp, Inc., 75 State
Street, Boston, Massachusetts 02109.



Sincerely yours,




Sovereign Bancorp, Inc.







Thomas J. McAuliffe



Executive Vice President and Managing Director of Human Resources




	 	 	 	 	 	 	 
	Accepted:

	 	/s/ Patrick Sullivan
	 	 	 	Date: Feb 12, 2009
	 

	 	 	 	 	 	 
	 

	 	     Patrick Sullivan	 	 	 	 






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Exhibit 1




Non-Competition Agreement




          In consideration of the payment of $130,000 (which is the unpaid balance of the Retention
Payment set forth in my employment agreement with Sovereign Bancorp, Inc. (and/or its related
entities, defined as “Sovereign”)), I agree that beginning on the date that I execute this
agreement and continuing for the “Restricted Period” (as defined below), I 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. I acknowledge and agree that if I do not comply with the terms of this Non-Competition
Agreement, Sovereign will be entitled to recover the payment set forth above.




          For purposes of this agreement, the “Restricted Period” means: (i) if my employment is
terminated other than for cause or I resign prior to July 31, 2009, 12 months after the last date
of my employment; or (ii) if my employment is terminated other than for cause or I resign on or
after July 31, 2009 but prior to January 29, 2010, for 6 months after the last date of my
employment.




          By signing below, I acknowledge that I have read, understand and agree to comply with the
provisions of this agreement.




	 	 	 	 	 
	/s/ Patrick J. Sullivan
 


	 	 	 	Feb 12,
2009 

	Signature

	 	 	 	Date
	 
	 	 	 	 
	Patrick Sullivan 

	 	 	 	 
	Print Name