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 Diane Spinner (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 rig
