Exhibit 10.1
FIRST AMENDMENT TO MERGER
AGREEMENT
THIS FIRST AMENDMENT TO MERGER
AGREEMENT (this
“Amendment”), dated as of March 9, 2009, is by and
between Investors Bancorp, Inc., a Delaware corporation
(“Investors”), and American Bancorp of New Jersey,
Inc., a New Jersey corporation (“ABNJ”), and amends the
Merger Agreement (the “Merger Agreement”), dated as of
December 14, 2008, by and between Investors and ABNJ, pursuant to
which ABNJ is to merge with and into Investors (the
“Merger”). Capitalized terms used herein and
not otherwise defined herein shall have the meanings given to them
in the Merger Agreement.
WHEREAS , the Board of Directors of each
of Investors and ABNJ has determined that this Amendment is in the
best interests of their respective companies and shareholders and
wish to proceed with the Merger in accordance with the terms of the
Merger Agreement, as amended hereby.
NOW ,
THEREFORE , in consideration of the mutual agreements set
forth herein, and other good and valuable consideration, the
receipt and sufficiency of which are acknowledged, Investors and
ABNJ, intending to be legally bound, agree as follows:
1.
Amendment to Section 3.2 of the Merger Agreement.
Section 3.2.1 of the Merger Agreement is revised and
replaced in its entirety to read as follows:
3.2.1 Holders
of ABNJ Common Stock may elect to receive shares of Investors
Common Stock or cash (in either case without interest) in exchange
for their shares of ABNJ Common Stock in accordance with the
procedures set forth herein; provided that, in the aggregate, and
subject to the provisions of Section 3.2.7, 65% of the total number
of shares of ABNJ Common Stock issued and outstanding at the
Effective Time, excluding any Treasury Shares (the “Stock
Conversion Number”), shall be converted into the Stock
Consideration and the remaining outstanding shares of ABNJ Common
Stock shall be converted into the Cash
Consideration. Shares of ABNJ Common Stock as to which a
Cash Election (including, pursuant to a Mixed Election) has been
made are referred to herein as “Cash Election
Shares.” Shares of ABNJ Common Stock as to which a
Stock Election has been made (including, pursuant to a Mixed
Election) are referred to as “Stock Election
Shares.” Shares of ABNJ Common Stock as to which
no election has been made (or as to which an Election Form is not
returned properly completed) are referred to herein as
“Non-Election Shares.” The aggregate number
of shares of ABNJ Common Stock with respect to which a Stock
Election has been made is referred to herein as the “Stock
Election Number.”
2.
Amendment to Section 11.1 of the Merger Agreement.
Section 11.1.10 of the Merger Agreement is revised and
replaced in its entirety to read as follows:
11.1.10 By ABNJ, if
its Board of Directors so determines by a majority vote of the
members of its entire Board, at any time during the five-day period
commencing on and following the Determination Date, such
termination to be effective on the 10 th day following such
