Exhibit 10.18
FIRST AMENDMENT TO
TWO YEAR CHANGE IN CONTROL AGREEMENT
First Amendment, dated as of
December 22, 2008 (the "Amendment"), to the
Two Year Change in Control Agreement, dated as of November 21, 2006
(as amended,
the "Agreement"), by and among Valley Bank (the "Bank") and
Anthony M. Mattioli
(the "Executive"). Capitalized terms which are not defined herein
shall have the
same meaning as set forth in the Agreement.
W I T N E S S E T H:
WHEREAS, the parties
desires to amend the Agreement to comply with the
final regulations issued in April 2007 by the
Internal Revenue Service under
Section 409A of the Internal Revenue Code of 1986, as amended (the
"Code"); and
WHEREAS, pursuant to
Section 8(a) of the Agreement, the parties to
the
Agreement desire to amend the Agreement;
NOW, THEREFORE, in
consideration of the premises, the mutual agreements
herein set forth and such other consideration the sufficiency of
which is hereby
acknowledged, the Bank and the Executive hereby amends the
Agreement as follows:
Section 1. References to Valley
Bank. All references to Valley Bank in the
Agreement shall include any successor to the Bank.
Section 2. Amendment to Section 2(a)
of the Agreement. Section 2(a) of the
Agreement is hereby amended to add the
following immediately after Section
2(a)(v):
"provided, however, that prior
to any termination of employment for
Good Reason, the Executive must first provide written notice
to the
Bank (or its successor in
interest) within ninety (90) days
following the initial existence of the condition,
describing the
existence of such condition, and the Bank shall thereafter
have the
right to remedy the condition within thirty (30)
days of the date
the Bank received the written notice from the Executive. If the
Bank
remedies the condition within such thirty (30) day cure period,
then
no Good Reason shall be deemed to
exist with respect to such
condition. If the Bank does not remedy the
condition within such
thirty (30) day cure period, then the Executive may deliver a
Notice
of Termination for Good Reason at any time within
sixty (60) days
following the expiration of such cure period."
Section 3. New Section 2(d) of
the Agreement. Section 2 of the Agreement
is hereby amended to add a new Section 2(d) to read in its entirety
as follows:
"(d) For purposes of this Agreement, any termination of
Executive's
employment shall be construed to require a "Separation from
Service"
in accordance with Code Section 409A and the regulations
promulgated
thereunder, such that the Bank and Executive reasonably
anticipate
that the level of bona fide services Executive
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would perform after termination of
employment would permanently
decrease to a level that is less than 50% of the
average level of
bona fide services performed
(whether as an employee or an
