Consulting Agreement

EXHIBIT 10(c)


EXECUTION COPY


CONSULTING AGREEMENT


Consulting Agreement (the "AGREEMENT"), dated as of April 10, 2002, between Abington Bancorp, Inc. ("ABINGTON") and Paul C. Green (the "EXECUTIVE").


WITNESSETH:


WHEREAS, Abington has determined that it is in the best interests of its shareholders to ensure that Abington will have the continued dedication of the Executive following the merger of Massachusetts Fincorp, Inc. ("FINCORP"), a Delaware corporation, with and into Abington (the "MERGER") pursuant to an Agreement and Plan of Merger, dated as of the date hereof, between Abington and Fincorp (the "MERGER AGREEMENT"), and to provide Abington after the Merger with continuity of management; and


WHEREAS, in order to accomplish these objectives, the Executive and Abington desire to enter into this Agreement;


NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth herein, the parties hereto agree as follows:


1. EFFECTIVE DATE. The "EFFECTIVE DATE" shall mean the effective
date of the Merger.


2. CONSULTING SERVICES.


(a) During the six-month period commencing on the Effective Date (the "CONSULTING PERIOD"), the Executive undertakes to provide his personal advice and counsel to Abington regarding its operations, customer relationships, growth and expansion opportunities and other business matters that may arise in connection with Abington's planned expansion in the Boston, Massachusetts metropolitan area (collectively, the "CONSULTING SERVICES"), subject to the terms and conditions of this Agreement.


(b) The Executive shall provide Consulting Services as may be reasonably requested by the Chief Executive Officer of Abington or his designee from time to time and at mutually agreeable times. It is contemplated that the Consulting Services will include, without limitation, monthly meetings between the Executive and the Chief Executive Officer of Abington; efforts by the Executive to enhance Abington's business activities in the Boston, Massachusetts metropolitan area, including without limitation meeting with potential customers of Abington located in these areas; attendance at certain public functions in the Boston, Massachusetts metropolitan area on behalf of Abington and its subsidiaries; attendance at certain meetings of the Board of Directors of Abington to report on the Boston, Massachusetts metropolitan area and attendance at certain functions of Abington. Consulting Services may be provided in person, telephonically, electronically or by correspondence to the extent appropriate under the circumstances.


(c) The Executive shall provide the Consulting Services in the Boston, Massachusetts metropolitan area, including without limitation the market areas of The Massachusetts Co-operative Bank prior to its acquisition by Abington.


3. INDEPENDENT CONTRACTOR. The Executive shall be treated as an independent contractor and shall not be deemed to be an employee of Abington or any subsidiary or other affiliate of Abington for any purpose.


4. NON-COMPETE. The Executive agrees that during the Consulting Period the Executive will not (i) solicit or induce, or cause others to solicit or induce, any employee of Abington or any of its subsidiaries to leave the employment of such entities or (ii) solicit (whether by mail, telephone, personal meeting or any other means) any customer of Abington or any of its subsidiaries to transact business with any other entity, or to reduce or refrain from doing any business with Abington or its subsidiaries, or interfere with or damage (or attempt to interfere with or damage) any relationship between Abington or its subsidiaries and any such customers. In addition, the Executive agrees that during the Consulting Period the Executive will not compete in Southeastern Massachusetts (as hereinafter defined) with the banking-related business of Abington; provided, however, that the Executive will not be in violation of the requirements of the preceding clause of this sentence if he were to become employed by a financial services provider that competed with Abington in Southeastern Massachusetts for so long as no substantial portion of his services for such entity involved the solicitation of customers. For purposes of this Agreement "SOUTHEASTERN MASSACHUSETTS" shall mean and include the following portions of The Commonwealth of Massachusetts: Norfolk and Plymouth Counties, the City of Boston, and the City of Quincy together with all other cities and towns that are geographically contiguous to Quincy.


5. CONFIDENTIALITY. Except (i) in the course of providing Consulting Services hereunder or (ii) as required by law or regulation (including without limitation in connection with any judicial or administrative process or proceeding), the Executive shall keep secret and confidential and shall not disclose to any third party in any fashion or for any purpose whatsoever any information regarding Abington, Fincorp or any of their respective subsidiaries which is not available to the general public to which he has or will have had access at any time during the course of his employment by Fincorp or its subsidiaries or his consultancy with Abington, including, without limitation, any such information relating to: business or operations; plans, strategies, prospects or objectives; products, technology, processes or specifications; research and development operations or plans; distribution, sales, service, support and marketing practices and operations; financial condition, results of operations and prospects; operational strengths and weaknesses; and personnel and compensation policies and procedures. This restriction shall not apply to information approved by Abington for public dissemination (e.g., news releases), information which is already in the public domain, information made available to the public by Abington, or information known to the Executive prior to Abington's disclosure to the Executive. This obligation shall extend beyond the expiration or termination of this Agreement for a period of one year, unless rescinded in writing by Abington.


6. INJUNCTIVE RELIEF. The Executive agrees that damages at ...