CHANGE IN CONTROL AGREEMENTChange of Control Agreement |
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UNION CENTER NATIONAL BANK | CENTER BANCORP INC. | CHARLES E. NUNN, JR. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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CHANGE IN CONTROL AGREEMENT
This CHANGE IN CONTROL AGREEMENT (the “Agreement”) is made on of this 6th day of February, 2006, effective as of the 3rd day of January, 2006, by and among UNION CENTER NATIONAL BANK, a bank chartered under the laws of Congress (the “Bank”), CENTER BANCORP INC., a New Jersey corporation that owns all of the capital stock of the Bank (the “Company”) and CHARLES E. NUNN, JR. (“Employee”).
BACKGROUND:
WHEREAS, Employee is currently employed as a Senior Vice President of the Bank and as a Vice President of the Company; and
WHEREAS, the Boards of Directors of the Bank and the Company believe it is imperative that the Bank and the Company be able to rely upon Employee to continue in his position in the event that the Bank or the Company receives any proposal from a third person concerning a possible acquisition of the equity securities or assets of the Bank or the Company, and that the Bank and the Company be able to receive and rely upon Employee’s advice, if they request it, as to the best interests of the Company, the Bank and their respective shareholders, without concern that Employee might be distracted by the personal uncertainties and risks created by such a proposal; and
WHEREAS, to achieve that goal, and to retain Employee’s services prior to any such activity, the Bank, the Company and Employee have agreed to enter into this Agreement to govern Employee’s termination benefits in the event of a Change in Control Event (as defined below).
NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
1. Certain Definitions: As used in the Agreement, the following terms shall have the respective meanings set forth below:
(a) “Cause” means (i) Employee’s conviction of, guilty plea to, or confession of guilt of, any crime that constitutes a felony or criminal act involving moral turpitude, (ii) Employee’s commission of a fraudulent, illegal, disloyal or dishonest act in respect of the Bank or the Company, (iii) termination of the Bank’s business due to unprofitability, insolvency, bankruptcy or directive by governmental regulators, (iv) Employee’s willful misconduct or gross negligence that reasonably could be expected to be materially injurious to the business, operations, or reputation of the Bank and/or the Company, (v) Employee’s violation of a material nature of the Bank’s or the Company’s policies or procedures in effect from time to time; provided, however, to the extent such violation is subject to cure, such violation shall not constitute “Cause” unless Employee fails to cure such violation within 10 days after written notice thereof, (vi) Employee’s material failure to perform Employee’s duties as assigned to Employee by the Bank and/or the Company from time to time; provided, however, to the extent such failure is subject to cure, such failure shall not constitute “Cause” unless Employee fails to cure such failure within 10 days after written notice thereof, or (vii) Employee’s death.
Termination for “Cause” shall not be construed to include the takeover of the Bank or the Company, in either a hostile or voluntary manner, by another person, firm or corporation.
(b) “Change in Control Event” means (i) the consummation of an acquisition by a third party of a majority of the voting capital stock of the Company or the Bank or substantially all of the assets of the Company or the Bank or (ii) a change in the composition of the Board of Directors of the Company (the “Board”) such that the Continuing Directors (as hereinafter defined) no longer constitute a majority of the Board.
(c) “Continuing Directors” shall mean (i) each current member of the Company’s Board of Directors and (ii) each person who is hereinafter first nominated to such Board by unanimous vote of the persons who then constitute Continuing Directors.
(d) “Good Reason” means the resignation by Employee within 180 days after the occurrence of a Change in Control Event.
(e) “Release” means a general release agreement in a form acceptable to the Company and the Bank, which Release shall include, among other things, a general release of the Bank, the Company and related parties from all liability.
(f) “Trigger Event” shall mean, the occurrence during the Term (as defined below) of either: (i) the termination of Employee’s employment by the Bank and the Company (or their respective successors) upon, or within 12 months following, a Change in Control Event, other than a termination of Employee’s employment by the Bank and the Company (or their respective successors) for Cause; or (ii) Employee’s resignation for Good Reason, provided that Employee delivers written notice of Employee’s resignation to the Bank and the Company (or their respective successors ) at least 30 days prior to the effective date of such resignation.
2. Term of Agreement. Except as otherwise provided in the next sentence of this Section 2, the term of this Agreement shall be three (3) years, effective as of January 3, 2006 and terminating January 2, 2009 (the “Initial Term”). Notwithstanding the foregoing, this Agreement shall automatically be extended (a) at the end of the Initial Term, for successive one year renewal terms unless, at least twelve-months prior to the commencement of any such renewal term, notice of termination of this Agreement is given by any party hereto to the other parties hereto and (b) if a Change in Control Event occurs at any time during the Initial Term or any such renewal term, for a period of one (1) year from the date of such Change in Control Event. The Initial Term, together with any renewal term, shall be referred to in this Agreement as the “Term.”
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3. Trigger Event Payments and Benefits. Upon the occurrence of a Trigger






