EXHIBIT 10.11
CHANGE OF CONTROL AGREEMENT
THIS
CHANGE OF CONTROL AGREEMENT (this "Agreement"), dated as of the
21st
day of February, 2007, is by and between CENTRAL JERSEY BANCORP, a
New Jersey
corporation (the "Company" or "Bancorp"), and Lisa A. Borghese
(the
"Executive").
WHEREAS,
the Board of Directors of the Company (the "Board") recognizes
that, as is the case with many publicly held companies, the
possibility of a
change of control exists and that such possibility, and the
uncertainty and
questions which it may raise among management, could result in the
departure or
distraction of management personnel to the detriment of the
Company;
WHEREAS,
the Board has determined that appropriate steps should be taken
to reinforce and encourage the continued attention and dedication
of members of
the Company's management, including the Executive, to their
assigned duties
without distraction in the face of the possibility of a change of
control; and
WHEREAS,
the Company and the Executive desire to memorialize in this
Agreement the benefits to which the Executive shall be entitled in
the event of
a change of control.
NOW,
THEREFORE, in consideration of the foregoing and the mutual
covenants, undertakings and representations contained herein, and
for other good
and valuable consideration, the receipt and adequacy of which are
hereby
acknowledged, the Company and the Executive agree as follows:
1. Term of
Agreement. This Agreement shall be effective as of February,
2007 (the "Effective Date"), and shall continue in full force and
effect for so
long as the Executive is employed by Bancorp and/or Central Jersey
Bank, N.A.,
the bank subsidiary of Bancorp (the "Bank"); provided, however,
that this
Agreement shall continue in effect after the termination of
Executive's
employment, regardless of the reason, for such period as is
necessary to
effectuate the rights of the Executive and Bancorp hereunder and
for the
Executive and Bancorp to fulfill and observe their respective
obligations set
forth herein; provided, further, that if the Executive's employment
is
terminated without Cause (as defined below) by Bancorp prior to a
Change of
Control Event (as defined below), the Executive shall be entitled
to receive the
full benefits under this Agreement if a Change of Control Event
occurs within 12
months after the effective date of termination of Executive's
employment. In
other words, in the event the Executive's employment is terminated
without
Cause, she will be entitled to receive the Severance provided for
in Section
3(a) hereof in connection with a Change of Control Event which
occurs within 12
months after such termination. In the event that the Executive is
to receive
Severance pursuant to this Section 1, the Severance shall be
payable in full by
the Company within 10 business days after the effective date of the
Change of
Control Event.
2.
Relationship of the Parties. The Executive shall serve, at the
discretion of the Board, as Senior Vice President of the Bank. This
Agreement
shall not constitute an employment agreement between the Company
and the
Executive and shall not guarantee the Executive's continued
employment with
Bancorp or the Bank.
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3.
Termination as a Result of a Change of Control Event.
(a) In the event that either (i) the Executive is terminated
without
Cause in connection with (A) a merger of Bancorp where Bancorp is
not the
surviving entity, (B) the acquisition of greater than 50% of
Bancorp's voting
stock by an entity or group of individuals other than the
shareholders of
Bancorp as of the Effective Date (or any individual or entity which
receives
from a current shareholder of Bancorp an interest in Bancorp
through will or the
laws of descent and distribution), (C) the sale or disposition of
all or
substantially all of Bancorp's assets, or (D) the determination
(which may be
made effective as of a particular date specified by the Board) by
the Board that
a change of control has occurred or is about to occur (each a
"Change of Control
Event"), or (ii) a Change of Control Event occurs and the Executive
is not
employed by the successor entity or group (the "Successor Entity")
for a period
of at least 18 months commencing on the effective date of the
Change of Control
Event pursuant to a written agreement (the "New Agreement") which
provides that
Executive shall have (A) the same or substantially equal position
with similar
title and responsibilities and the same or greater salary, benefits
(including,
without limitation, health insurance for the Executive and her
family, life
insurance for the Executive, matching 401(k) contributions and
automobile
allowance, as applicable) and bonuses that the Executive was
entitled to receive
from the Company immediately prior to the Change of Control Event,
and (B) a
commuting distance that is not greater than 30 miles from the
Executive's
current residence, the Executive shall be entitled to Severance
from the
Company; provided, however, that the Executive shall only be
entitled to such
Severance if she agrees to remain as an employee of the Company and
assist in
the transition until the effective date of the Change of Control
Event;
provided, further, in no event shall a Change of Control Event be
deemed to have
occurred, with respect to the Executive, if the Executive is part
of a
purchasing group which consummates the transaction relating to the
Change of
Control Event. The Executive shall be deemed "part of the
purchasing group" for
purposes of the preceding sentence if the Executive is an equity
participant or
has agreed to become an equity participant in the purchasing
company or group
(except for (i) passive ownership of less than 5% of the voting
securities of
the purchasing company; or (ii) ownership of equity participation
in the
purchasing company or group which is otherwise deemed not to be
significant, as
determined prior to the Change of Control Event by a majority of
the
non-employee members of the Board). Except as otherwise provided
herein, in the
event that the Executive is to receive Severance in connection with
a Change of
Control Event, the Severance shall be payable in equal bi-weekly
installments
for a period of 12 months commencing on the effective date of the
Change of
Control Event; provided, however, payments of Severance may cease
during the 12
month period as provided in Sections 4(a) and (b) hereof.
In
addition to the forgoing, in the event the Executive's employment
is
terminated without Cause in connection with any acquisition by
Bancorp of any
bank, bank holding company or other similar institution (the
"Acquisition"), and
the Acquisition does not constitute a Change of Control Event,
Executive shall
nevertheless be entitled to receive Severance from the Company,
which shall be
payable in equal bi-weekly installments for a period of 12 months
commencing on
the effective date of the termination of Executive's employment
without Cause;
provided, however, payments of Severance may cease during the 12
month period as
provided in Sections 4(a) and (b) hereof.
For
purposes of this Agreement, "Severance" shall mean (i) an amount
equal
to the product of the Executive's monthly salary in effect at the
time of the
Change of Control Event or the Acquisition multiplied by 12, plus
(ii) an amount
equal to the largest annual cash bonus
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payment made to the Executive for services provided in any of the
three years
ended on December 31 of the year preceding the year in which the
Change of
Control Event or the Acquisition occurs, plus (iii) an amount equal
to the
product of the cash equivalent of the monthly benefits provided to
the Executive
at the time of the Change of Control Event or the Acquisition, as
determined by
the Board in good faith and its sole discretion, multiplied by 12.
In addition,
for purposes of this Agreement, "Cause" shall mean as follows: (i)
the Executive
willfully, or as a result of gross negligence on her part, fails
substantially
to (A) carry out the lawful policies of the Board or (B) discharge
her duties
and responsibilities as an executive of Bancorp and the Bank for
any reason
other than the Executive's disability, (ii) the Executive is
convicted of or
enters a plea of no contest with respect to a felony, (iii) the
Executive
engages in conduct which is demonstrably and substantially
injurious to the
Company (as determined in good faith by the Board), (iv) the
Executive
materially breaches this Agreement, or commits any deliberate and
intentional
violation of the provisions of Sections 4 and/or 5 of this
Agreement, or (v) the
Executive commits willful or intentional misconduct that has a
material adverse
effect on Bancorp or the Bank.
(b) In addition to the provisions set forth in
