Exhibit 10
CHANGE IN CONTROL
AGREEMENT
CHANGE IN
CONTROL AGREEMENT (this
"Agreement") made as of this 22nd day of April, 2009, by and among
SUSSEX BANK , a state chartered bank with its principal
place of business located at 399 State Highway 23, Franklin, New
Jersey 07416 (the "Bank"), SUSSEX BANCORP , a New Jersey
corporation with its principal place of business located at 200
Munsonhurst Road, Franklin, New Jersey 07416 (the "Company"; the
Bank and the Company sometimes collectively are referred to herein
as "Employer"), and CANDACE LEATHAM , an individual residing
at 87 Mountain Road, Hamburg, New Jersey 07419 (the
"Executive").
W
I T N
E S S E T H
:
WHEREAS, Executive is presently employed by the Employer
as an Executive Vice President and Chief Financial Officer of the
Bank and the Company; and
WHEREAS, Employer wishes to ensure that it will continue
to retain Executive in its employ and to receive Executive's
undivided effort and attention.
NOW,
THEREFORE, in
consideration of the mutual promises and undertakings herein
contained, the parties hereto, intending to be legally bound, agree
as follows:
1.
Change in Control . (a) Upon the occurrence of a
Change in Control (as herein defined) followed at any time during
the term of this Agreement by the involuntary termination of the
Executive's employment other than for "Cause", as defined below,
or, as provided below the voluntary termination of the Executive
within twelve (12) months of such Change in Control for “Good
reason”, Executive shall become entitled to receive the
payments provided for under paragraph (c) below. Upon
the occurrence of a Change in Control, the Executive shall have the
right to elect to voluntarily terminate her employment within
twelve (12) months of such Change in Control following any
demotion, loss of title, office of significantly authority,
reduction in her annual compensation or benefits, or relocation of
her principal place of employment by more than thirty miles from
its location immediately prior to the Change in Control, all of
which shall be deemed “Good Reason” for such voluntary
termination by Executive.
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A "Change in
Control" shall mean:
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a
reorganization, merger, consolidation or sale of all or
substantially all of the assets of the Company, or a similar
transaction in which the shareholders of the Company prior to such
transaction hold less than a majority of the voting power of the
resulting entity; or
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individuals who
constitute the Incumbent Board (as herein defined) of the Company
cease for any reason to constitute a majority thereof;
or
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an event of a
nature that would be required to be reported in response to Item
5.01 of the current report on Form 8-K, as in effect on the date
hereof, pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act"); or
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any "person"
(as the term is used in Section 13(d) and 14(d) of the Exchange
Act) other than the Company or the trustees or any administrator of
any employee stock ownership plan and trust, or any other employee
benefit plans established by Employer from time-to-time, is or
becomes a "beneficial owner" (as defined in Rule 13-d under the
Exchange Act), directly or indirectly, of securities of the Company
representing 25% or more of the Company's outstanding securities
ordinarily having the right to vote at the election of directors;
or
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a proxy
statement soliciting proxies from stockholders of the Company is
disseminated by someone other than the current management of the
Company seeking stockholder approval of a plan of reorganization,
merger or consolidation of the Company or similar transaction with
one or more corporations as a result of which the outstanding
shares of the class of securities then subject to the plan or
transaction are exchanged or converted into cash or property or
securities not issued by the Company; or
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a tender offer
is made for 25% or more of the voting securities of the Company and
shareholders owning beneficially or of record 25% or more of the
outstanding securities of the Company have tendered or offered to
sell their shares pursuant to such tender and such tendered shares
have been accepted by the tender offeror.
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For these purposes, "Incumbent Board" means the
Board of Directors on the date hereof, provided that any person
becoming a director subsequent to the date hereof whose election
was approved by a voting of at least three-quarters of the
directors comprising the Incumbent Board, or whose nomination for
election by members or stockholders
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