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Exhibit 10
May 15,
2007
CHANGE-IN-CONTROL
AGREEMENT
RUSSELL
MURAWSKI
First Senior Vice
President
THIS CHANGE IN CONTROL
AGREEMENT (this “ Agreement ”), is made as of
this 3 rd
day of May, 2007, among
VALLEY NATIONAL BANK (“ Bank ”), a national
banking association with its principal office at 1455 Valley Road,
Wayne, New Jersey, VALLEY NATIONAL BANCORP (“ Valley
”), a New Jersey corporation which maintains its principal
office at 1455 Valley Road, Wayne, New Jersey (Valley and the Bank
collectively are the “ Company ”) and RUSSELL
MURAWSKI (the “ Executive ”).
BACKGROUND
WHEREAS, the Boards of
Directors of the Bank and Valley (either one, the “ Board
of Directors ” and, together, the “ Company
Boards ”) believe that the future services of the
Executive are of great value to the Bank and Valley and that it is
important for the growth and development of the Bank that the
Executive continue in his position;
WHEREAS, if the Company
receives any proposal from a third person concerning a possible
business combination with, or acquisition of equities securities
of, the Company, the Company Boards believe it is imperative that
the Company and the Company Boards be able to rely upon the
Executive to continue in his position, and that they be able to
receive and rely upon his advice, if they request it, as to the
best interests of the Company and its shareholders, without concern
that the Executive might be distracted by the personal
uncertainties and risks created by such a proposal;
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WHEREAS, to achieve that
goal, and to retain the Executive’s services prior to any
such activity, the Company Boards and the Executive have agreed to
enter into this Agreement to govern the Executive’s
termination benefits in the event of a Change in Control of the
Company, as hereinafter defined.
NOW, THEREFORE, to assure the
Company that it will have the continued dedication of the Executive
and the availability of his advice and counsel notwithstanding the
possibility, threat or occurrence of a bid to take over control of
the Company, and to induce the Executive to remain in the employ of
the Company, and for other good and valuable consideration, the
Company and the Executive, each intending to be legally bound
hereby agree as follows:
1.
Definitions
a. Base Salary .
“ Base Salary ”, as used in Section 9
hereof, means the annual cash base salary (excluding any bonus and
the value of any fringe benefits) paid to the Executive at the time
of the termination of employment unless such amount has been
reduced after a Change in Control, in which case such amount shall
be the highest base salary in effect during the 18 months prior to
the Change in Control.
b. Cause . For
purposes of this Agreement “ Cause ” with
respect to the termination by the Company of Executive’s
employment shall mean (i) willful and continued failure by the
Executive to perform his duties for the Company under this
Agreement after at least one warning in writing from the Board of
Directors identifying specifically any such failure;
(ii) the
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willful engaging by the Executive in
misconduct which causes material injury to the Company as specified
in a written notice to the Executive from the Board of Directors;
or (iii) conviction of a crime, other than a traffic
violation, habitual drunkenness, drug abuse, or excessive
absenteeism other than for illness, after a warning (with respect
to drunkenness or absenteeism only) in writing from the Board of
Directors to refrain from such behavior. No act or failure to act
on the part of the Executive shall be considered willful unless
done, or omitted to be done, by the Executive not in good faith and
without reasonable belief that the action or omission was in the
best interest of the Company.
c. Change in Control .
“ Change in Control ” means any of the following
events: (i) when Valley or a Valley Subsidiary acquires actual
knowledge that any person (as such term is used in Sections 13(d)
and 1 4(d)(2) of the Exchange Act), other than an affiliate of
Valley or a Valley Subsidiary or an employee benefit plan
established or maintained by Valley, a Valley Subsidiary or any of
their respective affiliates, is or becomes the beneficial owner (as
defined in Rule 13d-3 of the Exchange Act) directly or indirectly,
of securities of Valley representing more than twenty-five percent
(25%) of the combined voting power of Valley’s then
outstanding securities (a “ Control Person ”);
(ii) upon the first purchase of Valley’s common stock
pursuant to a tender or exchange offer (other than a tender or
exchange offer made by Valley, a Valley Subsidiary or an employee
benefit plan established or maintained by Valley, a Valley
Subsidiary or any of their respective affiliates); (iii) the
consummation of (A) a transaction, other than a Non-Control
Transaction, pursuant to which Valley is merged with or into, or is
consolidated with, or becomes the subsidiary of another
corporation, (B) a sale or disposition of all or substantially
all of Valley’s
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assets or (C) a plan of liquidation
or dissolution of Valley; (iv) if during any period of two
(2) consecutive years, individuals (the “ Continuing
Directors ”) who at the beginning of such period
constitute the Board of Directors of Valley (the “ Valley
Board ”) cease for any reason to constitute at least 60%
thereof or, following a Non-Control Transaction, 60% of the board
of directors of the Surviving Corporation; provided that any
individual whose election or nomination for election as a member of
the Valley Board (or, following a Non-Control Transaction, the
board of directors of the Surviving Corporation) was approved by a
vote of at least two-thirds of the Continuing Directors then in
office shall be considered a Continuing Director; or (v) upon
a sale of (A) common stock of the Bank if after such sale any
person (as such term is used in Section 13(d) and l4(d)(2) of
the Exchange Act) other than Valley, an employee benefit plan
established or maintained by Valley or a Valley Subsidiary, or an
affiliate of Valley or a Valley Subsidiary, owns a majority of the
Bank’s common stock or (B) all or substantially all of
the Bank’s assets (other than in the ordinary course of
business). For purposes of this paragraph: (I) Valley will be
deemed to have become a subsidiary of another corporation if any
other corporation (which term shall include, in addition to a
corporation, a limited liability company, partnership, trust, or
other organization) owns, directly or indirectly, 50 percent or
more of the total combined outstanding voting power of all classes
of stock of Valley or any successor to Valley; (II) “
Non-Control Transaction ” means a transaction in which
Valley is merged with or into, or is consolidated with, or becomes
the subsidiary of another corporation pursuant to a definitive
agreement providing that at least 60% of the directors of the
Surviving Corporation immediately after the transaction are persons
who were directors of Valley on the day before the first public
announcement relating to the transaction;
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(III) the “ Surviving
Corporation ” in a transaction in which Valley becomes
the subsidiary of another corporation is the ultimate parent entity
of Valley or Valley’s successor; (IV) the “
Surviving Corporation ” in any other transaction
pursuant to which Valley is merged with or into another corporation
is the surviving or resulting corporation in the merger or
consolidation; and (V) “ Valley Subsidiary
” means any corporation in an unbroken chain of corporations,
beginning with Valley, if each of the corporations other than the
last corporation in the unbroken chain owns stock possessing 50% or
more of the total combined voting power of all classes of stock in
one of the other corporations in such chain.
d. Continuously
Employed . “ Continuously employed ”, as
used in Section 9, means continuously employed by the Bank but
excludes any period of employment by a bank or financial
institution acquired by or merged into the Bank and excludes any
period of employment by the Bank if such period is separated from
the current employment with the Bank by a break in service (other a
break in service resulting solely from illness, disability or
family leave).
e. Contract Period .
“ Contract Period ” shall mean the period
commencing the day immediately preceding a Change in Control and
ending on the earlier of (i) the first anniversary of the
Change in Control or (ii) the date the Executive would attain
age 65 or (iii) the death of the Executive. For the purpose of
this Agreement, a Change in Control shall be deemed to have
occurred at the date specified in the definition of
Change-in-Control.
f. Exchange Act .
“ Exchange Act ” means the Securities Exchange
Act of 1934, as amended.
g. Good Reason . When
used with reference to a voluntary termination by Executive of his
employment with the Company, “ Good Reason ”
shall mean any of the following, if taken without Executive’s
express written consent:
(1) The assignment to
Executive of any duties inconsistent with, or the reduction of
powers or functions associated with, Executive’s position,
duties, responsibilities and status with the Company immediately
prior to a Change in Control. A change in title or positions
resulting merely from a merger of the Bank or Valley into or with
another bank or company which does not downgrade in any way the
Executive’s powers, duties and responsibilities shall not
meet the requirements of this paragraph;
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(2) A reduction by the
Company in Executive’s annual base compensation as in effect
immediately prior to a Change in Control or the failure to award
Executive annual increases in accordance herewith;
(3) A failure by the Company
to continue any bonus plan in which Executive participated
immediately prior to the Change in control or a failure by the
Company to continue Executive as a participant in such plan on at
least the same basis as Executive participated in such plan prior
to the Change in Control;
(4) The Company’s
transfer of Executive to another geographic location more than 35
miles from his present office location, except for required travel
on the Company’s business to an extent substantially
consistent with Executive’s business travel obligations
immediately prior to such Change in Control;
(5) The failure by the
Company to continue in effect any employee benefit plan, program or
arrangement (including, without limitation the
Company’s
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retirement plan, life insurance plan,
health and accident plan, disability plan, or long term stock
incentive plan) in which Executive is participating immediately
prior to a Change in Control (except that the Company may institute
or continue plans, programs or arrangements providing Executive
with substantially similar benefits); the taking of any action by
the Company which would adversely affect Executive’s
participation in or materially reduce Executive’s benefits
under, any of such plans, programs or arrangements; the failure to
continue, or the taking of any action which would deprive
Executive, of any material fringe benefit enjoyed by Executive
immediately prior to such Change in Control; or the failure by the
Company to provide Executive with the number of paid vacation days
to which Executive was entitled immediately prior to such Change in
Control;
(6) The failure by the
Company to obtain an assumption in writing of the obligations of
the Company to perform this Agreement by any successor to the
Company and to provide such assumption to the Executive prior to
any Change in Control; or
(7) Any purported termination
of Executive’s employment by the Company during the term of
this Agreement which is not effected pursuant to all of the
requirements of this Agreement; and, for purposes of this
Agreement, no such purported termination shall be
effective.
h. Pro-rata Bonus
Amount . “ Pro-rata Bonus Amount ”, as used
in Section 9, means an amount equal to a “portion”
of the highest cash bonus paid to the Executive in the three
calendar years immediately prior to the Change in Control. The
“portion” of such cash bonus shall be a fraction, the
numerator of which is the number of calendar months or part thereof
which the Executive has worked in the calendar year in which the
termination occurs and the denominator of which is 12.
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2. Employment . The
Company hereby agrees to employ the Executive, and the Executive
hereby accepts employment, during the Contract Period upon the
terms and conditions set forth herein.
3. Position . During
the Contract Period the Executive shall be employed as a
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