EMPLOYMENT AND CHANGE OF CONTROL
AGREEMENT
WHEREAS, NewBridge
Bancorp (“Company”) intends to enter into a letter
agreement with the United States Department of the Treasury
(“UST”) pursuant to which the Company shall issue
shares of preferred stock and a warrant to purchase shares of
common stock (together the “Purchased Securities”) and
the UST shall purchase from the Company the Purchased Securities
(the “Program”); and
WHEREAS, a
condition to participation in the Program under the Emergency
Economic Stabilization Act of 2008, enacted October 3, 2008
(“EESA”), is that employment agreements and other
agreements with the chief executive officer, the chief financial
officer and certain other executive officers of the Company (each,
a “Covered Employee”) must be amended to comply with
the provisions of the EESA, Treasury Notice 2008-PSSFI, Treasury
Notice 2008-TARP, IRS Notice 2008-94, 31 C.F.R. Part 30 and
any additional applicable rules or regulations adopted under the
EESA (the “Authorities”);
WHEREAS,
(“Executive”) is a Covered Employee and is a
party with NewBridge Bank, a wholly-owned subsidiary of the Company
(the “Bank”), to an Employment and Change of Control
Agreement, dated
(“Employment Agreement”);
NOW, THEREFORE,
the Bank and Executive agree to amend the Employment Agreement
(with the Company being a party to such amendment) by adding
thereto the following:
(
) Special Provisions
During Treasury Holding Period . The following provisions shall
be in force and effective throughout the period that the UST holds
an equity or debt position in the Company pursuant to the Program
(the “Treasury Holding Period”):
(a)
Controlled Group of Companies . The term
“Company” as used herein shall be deemed to include all
members of a “controlled group of corporations” (as
such term is defined in the Authorities) of which the Company is a
member.
(b)
Return of Incentive and Bonus Compensation . In the event
that Executive receives one or more payments of incentive
compensation and/or bonus compensation during the Treasury Holding
Period, whether pursuant to a plan, agreement, understanding,
policy, action of the Board of Directors of the Company or other
similar arrangement, and it shall thereafter be determined by the
Company’s Board of Directors, the UST or the Company’s
or the Bank’s primary federal regulator that the payments of
such incentive compensation and/or bonus compensation were
calculated, in whole or part, based upon materially inaccurate
financial statements of the Company and/or materially inaccurate
performance metric criteria, then Executive shall promptly, but in
no event less than thirty (30) days after such determination
is made, pay to the Company (or, at the Company’s direction,
to the Bank) a sum equal (A) the amount of each such payment
less (B) the amount which such payment would have been if
calculated using accurate financial statements of the Company and
accurate performance metric criteria.
Within ten
(10) days of being advised of any such determination,
Executive may exercise an appeal and seek redress from such
determination, after having made the repayment set forth in the
preceding paragraph, as follows:
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