AGREEMENT
THIS AGREEMENT
("Agreement") made the 15th day of July, 2009,
between CORNERSTONE BANK, a New Jersey chartered commercial bank
(the "Bank"),
and __________________, an individual (the "Executive")
(hereinafter,
collectively referred to as the "Parties").
WITNESSETH:
WHEREAS, the Bank
desires to retain/continue the services of Executive
as ___________________________; and
WHEREAS, Bank and
Executive desire to enter into this Agreement to set
forth and define the terms and conditions of the employment
relationship between
the Bank and Executive.
NOW THEREFORE, in
consideration of the mutual covenants and agreements
contained herein, and other good and valuable consideration, the
receipt and
sufficiency of which are hereby acknowledged, the parties,
intending to be
legally bound, agree as follows:
AGREEMENT:
1. EMPLOYMENT. The Executive is hereby employed as
______________________, (the
"Position") on the terms and conditions set forth in this
Agreement.
2. DUTIES OF EXECUTIVE. The Executive shall perform and discharge
well and
faithfully the duties set forth in the Bank's current written job
description
for the Position, as it may be modified or supplemented from time
to time by the
Chief Executive Officer of the Bank and/or the Bank's Board of
Directors. The
Executive shall devote his/her full time, attention and energies to
the business
of the Bank. During the Employment Period (as defined below),
Executive will not
engage in any work, trade or business for his own account or for or
on behalf of
any other person, firm or corporation other than the Bank, as an
employee,
consultant, agent or otherwise. Executive may engage in
non-competitive
charitable activities for reasonable periods of time each month so
long as such
activities do not interfere with Executive's responsibilities under
this
Agreement and so long as prior to engaging in any such activities,
Executive
notifies the Bank's Senior Vice President of Human Resources of the
Executive's
intention to engage in such activities, providing information about
the charity
involved and Executive's proposed role, and thereafter Executive
has been
notified by the Bank that he or she may engage in such
activities.
3. TERM OF EMPLOYMENT. The Executive's employment under this
Agreement shall be
for a period (the "Employment Period") commencing on ____________
and ending on
___________________, unless sooner terminated in accordance with
this Section 5
hereof or one of the following provisions or unless the term hereof
is extended
upon the occurrence of a Change in Control (as defined herein)
pursuant to the
terms of Section 6 hereof.
<PAGE>
(a) The Executive's employment under this Agreement
may be terminated at any
time during the Employment Period for "Cause" (as herein defined),
by action of
the Board of Directors of the Bank. As used in this Agreement,
"Cause" means any
of the following events:
(i)
Violation of any law, rule or regulation (other than traffic
violations or similar minor offenses) that reflects adversely on
the reputation
of the Company, any felony conviction, any violation of law
involving fraud,
dishonesty or moral turpitude, or which would otherwise, in the
reasonable
discretion of the Bank's Board of Directors, reflect negatively on
the
reputation of the Bank, or any violation of any written agreement
or order with
or issued by any regulatory authority having jurisdiction over the
Bank.
(ii)
Executive's failure to adequately perform his duties and
responsibilities to the Bank, which performance deficiencies
continue thirty
(30) days after the Bank shall have provided to the Executive
written notice
setting forth the nature of the performance deficiencies, all as
reasonably
determined by the Board of Directors.
(iii)
Any misconduct by the Executive, whether or not constituting
criminal activity, which involves fraud, embezzlement or material
dishonesty
with respect to the Bank, its business or customers.
(iv)
Abuse of alcohol or other controlled substances which prevent
or interfere with Executive's personal interactions with employees,
customers or
the public or Executive's performance of his duties under this
Agreement.
(v)
Ineligibility to serve as an officer of director of a bank or a
publicly-held corporation under any Federal or state law or
regulation or order
of the Securities and Exchange Commission or any bank regulatory
agency having
jurisdiction over the Bank or the Executive.
(vi)
Any material breach of this Agreement.
If the Executive's employment is terminated under the provisions of
this Section
3(a), then all rights of the Executive under Section 4 hereof shall
cease as of
the effective date of such termination.
(b) The Executive's employment under this Agreement
may be terminated at any
time during the Employment Period without "Cause" (as defined in
Section 3(a)
hereof), by action of the Board of Directors of the Bank, upon
giving notice of
such termination to the Executive at least thirty (30) days prior
to the date
upon which such termination shall take effect. If the Executive's
employment is
terminated under the provisions of this Section 3(b), then the
Executive shall
be entitled to receive the compensation and benefits set forth in
Section 6 or
Section 7 hereof, whichever shall be applicable.
(c) If the Executive dies, the Executive's employment
under this Agreement
shall be deemed terminated as of the date of the Executive's death,
and
notwithstanding any other language to the contrary in this
Agreement, all rights
of the Executive under Section 4 hereof shall cease as of the date
of such
termination and any benefits payable to the Executive shall be
determined in
accordance with the retirement and insurance programs of the Bank
then in
effect.
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<PAGE>
(d) If the Executive is incapacitated by accident, sickness,
or otherwise so
as to render the Executive mentally or physically incapable of
performing the
services required of the Executive under Section 2 of this
Agreement for a
continuous period of ninety (90) consecutive calendar days or for
120 calendar
days (whether or not consecutive) in any twelve (12) month period,
then, upon
the expiration of such period or at any time thereafter, by action
of the Board
of Directors of the Bank, the Executive's employment under this
Agreement may be
terminated immediately upon giving the Executive notice to that
effect. If the
Executive's employment is terminated under the provisions of this
Section 3(d),
then all rights of the Executive under Section 4 hereof shall cease
as of the
last business day of the week in which such termination occurs and
any benefits
payable to the Executive shall be determined in accordance with the
retirement
and insurance programs of the Bank then in effect.
(e) The Executive may resign for "Good Reason" (as
herein defined). As used
in this Agreement, "Good Reason" means any of the following:
(i)
Any demotion of the Executive to a position of lesser
responsibility or authority than the Position, except for
termination of the
Executive's employment pursuant to the provisions of Section 3(a),
(c) or (d)
hereof;
(ii)
Any assignment to the Executive of duties materially
inconsistent with the Position;
(iii)
Any reassignment of the Executive which necessitates or
requires the Executive to relocate the Executive's principal
residence.
Executive will be considered to be required to relocate if the
Executive's
assigned location (currently, the Bank's headquarters located at
6000 Midlantic
Drive, Mt. Laurel, NJ 08054) is moved and the executive's daily
commute to or
from Executive's principal residence as of the date of this
Agreement (
__________________________ ) would be increased by more than twenty
(20) miles
one way (regardless of where Executive actually resides from and
after the date
hereof);
(iv)
Any reduction in the Executive's annual base salary in effect
on
the date hereof or as the same may be increased from time to time,
except
insofar as such reduction, on a percentage basis (not to exceed ten
(10%)
percent), is applied equally to all other Executive Vice Presidents
of the Bank;
(v)
Following a "Change in Control," any failure of the Bank to
provide the Executive with benefits at least as favorable as those
enjoyed by
the Executive under any of the retirement, life insurance, medical,
health and
accident, disability or other employee plans of the Bank in which
the Executive
participated at the time of the Change in Control, or the taking of
any action
that would materially reduce any of such benefits in effect at the
time of the
Change in Control;
(vi)
Any material failure to obtain a satisfactory agreement from
any
successor to assume and agree to perform this Agreement, as
contemplated in
Section 15 hereof; or
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<PAGE>
(vii)
Any breach of a material provision of this Agreement on the
part of the Bank.
(f) Provided that the Executive has given the Bank
written notice of any
event constituting Good Reason and such event remains uncured for
thirty (30)
days after such notice, Executive may, at the option of the
Executive, resign
from employment with the Bank under this Agreement by delivering
notice in
writing (the "Notice of Termination") to the Bank (or its
successor), and the
provisions of either Section 6 or Section 7 hereof shall thereupon
apply.
Section 6 shall apply where "Good Reason" resulted from or
occurred
contemporaneous with or after a Change in Control as defined by
Section 5
hereof. Section 7 shall apply in all other instances where "Good
Reason" exists.
Should Executive resign for any reason other than those defined
above as Good
Reason, it shall be considered a voluntary resignation and all
rights of
Executive to any compensation hereunder shall cease as of the date
of such
voluntary resignation, and Executive shall only be entitled to be
paid any
compensation earned up to the date of such termination.
4. EMPLOYMENT PERIOD COMPENSATION.
(a) BASE SALARY. For services performed by the
Executive under this
Agreement, the Bank shall pay (or cause to be paid to) the
Executive a base
salary, during the Employment Period, of $____________________,
with adjustments
thereafter as determined by the Board of Directors of the Bank,
consistent with
this Agreement.
(b) BONUS. The Board of Directors of the Bank, at its
complete discretion,
may award Executive bonuses during the term of this Agreement.
Nothing herein
shall require the award of any bonus to Executive.
(c) OTHER BENEFITS. Benefits, including insurance,
vacation, retirement, and
other fringe benefits, shall be the standard benefits of the Bank
as they shall
exist from time-to-time. Executive's eligibility for and the terms
of his
participation in such benefit plans is governed by the terms and
conditions of
those plans, and by the policies of the Bank. Interpretation and
application of
a plan to particular circumstances will be made by the Bank and/or
the plan's
administrator and is within the Bank's and/or administrator's sole
and absolute
discretion.
(d) STOCK-BASED COMPENSATION. Executive shall be
eligible to participate in
any Stock-Based Compensation plan adopted by the Board of Directors
and made
applicable to all other Employees of the Bank. Said participation
shall be
governed by and subject to the terms of the plan. The Board shall
have the right
to determine the level of Executive's participation in any such
plan.
5. CHANGE IN CONTROL.
(a) As used in this Agreement, "Change in Control" means a
change of control
of a nature that would be required to be reported in response to
Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Securities
Exchange Act of
1934, as amended (the "Exchange Act"), as enacted and in force on
the date
hereof, whether or not Cornerstone Financial Corporation (the
"Company"), the
parent holding company of the Bank, is then subject to such
reporting
requirement; provided, however, that, without limitation, such a
Change in
Control shall be deemed to have occurred if:
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<PAGE>
(i)
Any "person" (including a group acting in concert, as the term
"person" is defined in Section 13(d) of the Exchange Act, as
enacted and in
force on the date hereof) becomes the beneficial owner" (as that
term is defined
in Rule 13d-3, as enacted and in force on the date hereof, under
the Exchange
Act) of securities of the Company representing thirty-five ( 35%)
percent or
more of the combined voting power of the Company's then outstanding
voting
securities;
(ii)
There occurs a merger, consolidation or other business
combination or reorganization to which the Company is a party,
whether or not
approved in advance by the Board of Directors of the Company in
which (A) the
members of the Board of Directors of the Company immediately
preceding the
consummation of such transaction do not constitute a majority of
the members of
the Board of Directors of the resulting corporation and of any
parent
corporation thereof immediately after the consummation of such
transaction, and
(B) the shareholders of the Company immediately before such
transaction do not
hold fifty-one (51%) percent or more of the voting power of
securities of the
resulting corporation;
(iii)
There occurs a sale, exchange, transfer, or other disposition
of substantially all of the assets of the Company, on a
consolidated basis, to
another entity, whether or not approved in advance by the Board of
Directors of
the Company, and thereafter the shareholders of the Company
immediately before
such transaction do not hold fifty-one (51%) percent or more of the
voting power
of securities of the acquiring entity;
(iv) A
plan of liquidation or dissolution of the Company, other than
pursuant to bankruptcy or insolvency, is adopted; or
(v)
During a period of two (2) consecutive years, individuals who
at
the beginning of such period constitute the Board of Directors of
the Company
cease to constitute a majority of such Board (unless the election
or nomination
of each new director was approved by a vote of at least fifty-one
(51%) of
directors who were directors at the beginning of such period).
6. RIGHTS IN EVENT OF TERMINATION OF EMPLOYMENT AFTER CHANGE IN
CONTROL.
(a) In the event that during the eighteen (18) month
period following a
Change in Control (i) Executive resigns from employment hereunder
for Good
Reason or (ii) Executive's employment is terminated without Cause
or other than
as set forth in Sections 3(c) and (d), Executive shall be
absolutely entitled to
receive the amounts and benefits set forth in this Section.
Notwithstanding the
provisions of Section 3 hereof, following a Change in Control, this
Agreement
shall be deemed to have a term of eighteen (18) months from the
consummation of
such Change in Control.
(b) Provided that Executive executes a release of the
Bank, the Company, and
their respective subsidiaries, directors, employees and agents in
the form
reasonably acceptable to Bank (the "Release"), for a period of
eighteen (18)
months from the date of termination of employment, Executive shall
be paid
Executive's base salary at termination (or, where greater,
Executive's base
salary prior to any reduction thereof resulting in Good Reason for
re