CHANGE OF CONTROL
AGREEMENT
THIS CHANGE OF
CONTROL AGREEMENT (the “ Agreement ”), is made
on this 23rd day of June, 2006, by and between The Bank of New
Jersey (the “ Bank ”) and Leo J. Faresich (the
“ Employee ”).
WHEREAS, the
Employee serves as an employee of the Bank; and
WHEREAS, the Bank
and the Employee desire to establish certain protections for the
Employee in the event of Employee’s termination of employment
under the circumstances described herein.
NOW, THEREFORE, in
consideration of the foregoing and the mutual covenants and
promises contained herein, and intending to be bound hereby, the
parties agree as follows:
SECTION 1
Change of Control :
1.1. Change in
Control Definition : For purposes of this Agreement, the term
“Change in Control” means any of the
following:
(a) any
“person” (as such term is used in Sections 13(d) and
14(d)(2) of the Securities and Exchange Act of 1934 (the
“Exchange Act”)), other than the Bank, a subsidiary of
the Bank, an employee benefit plan of the Bank or a subsidiary of
the Bank (including a related trust), becomes the beneficial owner
(as determined pursuant to Rule 13d-3 under the Exchange Act),
directly or indirectly of securities of the Bank representing more
than 50% of the combined voting power of the Bank’s then
outstanding securities, notwithstanding whether the Bank is
otherwise subject to the terms of the Exchange Act;
(b) the
occurrence of a sale of all or substantially all of the assets of
the Bank to an entity which is not a direct or indirect subsidiary
of the Bank;
(c) the
occurrence of a reorganization, merger, consolidation or similar
transaction involving the Bank, unless (A) the shareholders of
the Bank immediately prior to the consummation of any such
transaction will initially own securities representing a majority
of the voting power of the surviving or resulting corporation, and
(B) the directors of the Bank immediately prior to the
consummation of such transaction will initially represent a
majority of the directors of the surviving or resulting
corporation; or
(d) any
other event which is at any time irrevocably designated as
“Change in Control” for purposes of this Agreement by
resolution adopted by a majority of the directors of the
Bank.
1.2.
Termination : The Employee may terminate his employment upon
a Change of Control of the Bank. The Employee, within ninety
(90) days of a Change of Control as defined herein, may resign
from employment by the Bank by a notice in writing (the
“Notice of Termination”) delivered to the Bank. In such
event, the Employee will be entitled to the payment described in
this Agreement. The Employee shall not be entitled to any
payment
described in
this Agreement in the event the Employee is not employed by the
Bank on the date of a Change of Control.
1.3. Change of
Control Payment : In the event that during the term of this
Agreement the Employee resigns due to a Change of Control, by
delivery of a Notice of Termination, the Employee will be entitled
to an amount equal to 2.9 times the amount of the highest annual
base salary paid to him during the year of termination or the
immediately preceding two years, such amount to be paid to the
Employee in one lump-sum payment within 30 days following the
date of termination of employment.
SECTION 2
Miscellaneous .
2.1. No
Liability of Officers and Directors for Severance Upon
Insolvency . Notwithstanding any other provision of the
Agreement and intending to be bound by this provision, the Employee
hereby (a) waives any right to cla
