Agreement and Plan of Merger between Lakeland Bank and The National Bank of Sussex County

Summary

This agreement, dated April 2, 2001, is between Lakeland Bank and The National Bank of Sussex County, both subsidiaries of Lakeland Bancorp, Inc. It outlines the merger of NBSC into Lakeland Bank, with Lakeland as the surviving entity. Upon completion, Lakeland will assume all assets and liabilities of NBSC, and NBSC’s shares will be exchanged for a nominal cash payment to Bancorp. The agreement specifies the resulting bank’s officers, directors, and branch locations, and is subject to regulatory approvals and shareholder consent.

EX-10.11 3 dex1011.txt AGREEMENT AND PLAN OF MERGER Exhibit 10.11 AGREEMENT AND PLAN OF MERGER LAKELAND BANK (Receiving Bank) and THE NATIONAL BANK OF SUSSEX COUNTY (Merging Bank) This Agreement and Plan of Merger is made on the 2nd day of April, 2001, between Lakeland Bank, a New Jersey state chartered banking association ("Lakeland"), and The National Bank of Sussex County, national banking association ("NBSC"). I. BACKGROUND ------------- Both Lakeland and NBSC are wholly-owned subsidiaries of Lakeland Bancorp, Inc., a New Jersey bank holding company ("Bancorp"). Bancorp has determined that it is in Lakeland's and NBSC's best interests to merge NBSC into Lakeland (the "Merger"). NOW, THEREFORE, in consideration of these premises and the mutual covenants contained herein, the parties agree as follows: II. TERMS OF MERGER; CONVERSION OF SHARES ----------------------------------------- 2.1 The name of the merging bank is The National Bank of Sussex County. NBSC has its principal office located at 3 Broad Street, Branchville, New Jersey 07826 and has branch offices located at the addresses listed on Exhibit A to this Agreement. 2.2 The name of the receiving bank is Lakeland Bank. Lakeland has its principal administration office located at 250 Oak Ridge Road, Oak Ridge, New Jersey 07438, an address of record of One Lakeland Plaza, Newfoundland, New Jersey 07435 and has branch offices located at the addresses listed on Exhibit B to this Agreement. 2.3 Upon consummation of the Merger, the receiving bank shall be known as Lakeland Bank. 2.4 At the effective time of the Merger, NBSC shall be merged into Lakeland. Lakeland shall succeed to all of the rights, obligations, assets, and liabilities of NBSC, as provided by law. The present certificate of incorporation, by-laws, and directors of Lakeland shall not be changed by the Merger. All officers of Lakeland prior to the Merger shall continue to serve as officers of Lakeland after the Merger and certain officers of NBSC shall be appointed as officers of Lakeland upon consummation of the Merger, as listed in Section 2.6 hereof. 2.5 The directors of the receiving bank shall be: Mark J. Fredericks Robert B. Nicholson Arthur L. Zande Roger Bosma Bruce G. Bohuny Mary Ann Deacon John W. Fredericks Paul P. Lubertazzi Joseph O'Dowd John Pier, Jr. 2.6 The officers of the receiving bank shall be: John W. Fredericks - Chairman of the Board Robert B. Nicholson - Vice Chairman of the Board Arthur L. Zande - President Bruce G. Bohuny - Vice President and Secretary Jeffrey J. Buonforte - Executive Vice President and Chief Retail Officer Joseph F. Hurley - Executive Vice President and Chief Financial Officer Louis Luddecke - Executive Vice President and Chief Operations Officer Steven Schachtel - President of Leasing Division Robert A. Vandenbergh - Executive Vice President and Chief Lending Officer Rita A. Myers - Controller Michael Minatelli - Vice President Kenneth M. Prestia - Vice President Bradley Bloss - Vice President Nikki Janosch - Vice President Philip H. Davis - Vice President Gerald Reiner - Vice President Vincent Spero - Vice President Donald Walsh - Vice President Russell Dunn - Vice President Gary McDowell - Vice President Harry Cooper - Vice President Tony Rose - Vice President William Eckhardt - Vice President Lisabeth A. Stone - Vice President Karen Garrera - Vice President Karen Kennedy - Vice President Joseph M. Gallo - Vice President, Auditor Raymond W. Cordts, Vice President Kevin Prendergast - Vice President Mary Karakos - Vice President Elaine C. Petit - Vice President John Werba - Vice President 2 Connie Jaeger - Vice President Gail D. Martin - Vice President John Walker - Vice President 2.7 Upon consummation of the Merger, the location of the principal administration office of the receiving bank shall be 250 Oak Ridge Road, Oak Ridge, New Jersey 07438 and the address of record of the receiving bank shall be One Lakeland Plaza, Newfoundland, New Jersey 07435. 2.8 Upon consummation of the Merger, the locations of the branch offices of the receiving bank shall be as listed on Exhibit C attached hereto. 2.9 The Merger shall be effective as of the close of business on the first date on which all requisite regulatory approvals have been received, all statutory waiting periods have expired and Lakeland and NBSC have filed certifications with the New Jersey Department of Banking that the sole shareholder of each corporation has approved this Agreement and the Merger in accordance with Section 17:9A-137 of the New Jersey Banking Act of 1948. 2.10 Upon consummation of the Merger, the receiving bank will have capital stock equal to $2,830,108, which shall be divided into 1,132,043 shares, par value of $2.50 per share, and capital surplus of $35,373,555. 2.11 At the effective time of the Merger, the 1,200,000 outstanding shares of NBSC, all of which are owned by Bancorp, shall be exchanged for the cash payment by Lakeland to Bancorp of five dollars and no cents ($5.00). III. MISCELLANEOUS 3.1 This Agreement may not be amended or supplemented except by a writing executed by all the parties hereto. 3.2 The captions and section headings of this Agreement are included for convenience and reference only, shall not be deemed or construed to be a part of this Agreement, and shall in no way define, limit, describe or otherwise affect this Agreement or any part thereof. 3.3 This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and to their respective successors and assigns. 3.4 This Agreement shall be governed by and construed according to the laws of the State of New Jersey. [Signature page follows] 3 IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed on its behalf by its duly authorized officer. THE NATIONAL BANK OF SUSSEX COUNTY By: /s/ Robert A. Vandenbergh ------------------------------ Name: Robert A. Vandenbergh Title: President LAKELAND BANK By: /s/ Arthur L. Zande ------------------------------- Name: Arthur L. Zande Title: President and Chief Executive Officer 4 EXHIBIT A The National Bank of Sussex County Offices (Prior to Merger): Branchville (Principal Banking) Office: Hampton Office: 3 Broad Street 11 Hampton House Road Branchville, New Jersey 07826 Newton, New Jersey 07860 Andover Office: Lafayette Office: 615 Route 206 37 Route 15 Newton, New Jersey 07860 Lafayette, New Jersey 07848 Sparta Office: Frankford Office: 48 Sparta Avenue 134 Route 206 Sparta, New Jersey 07871 Augusta, New Jersey 07822 Stillwater Office: Franklin Office: 902 Main Street 25 Route 23 Stillwater, New Jersey 07875 Franklin, New Jersey 07416 Vernon Office: Wantage Office: 529 Route 515 Route 23 Vernon, New Jersey 07462 Sussex, New Jersey 07461 Bristol Glen Office: 200 Woodside Avenue Newton, New Jersey 07860 EXHIBIT B Lakeland Bank Offices (Prior to Merger): Newfoundland (Principal Banking Office): Bloomingdale Office: One Lakeland Plaza 28 Main Street Newfoundland, New Jersey 07435 Bloomingdale, New Jersey 07403 Butler Office: Byram/Stanhope Office: 1410 Route 23 80 U.S. Highway 206 Butler, New Jersey 07405 Stanhope, New Jersey 07874 Carey Ave. Office: Hewitt Office: 6 Carey Avenue 1943 Union Valley Road Butler, New Jersey 07405 Hewitt, New Jersey 07421 Milton Office: Newton Office: 5729 Berkshire Valley Road One Cochran Plaza Oak Ridge, New Jersey 07438 Newton, New Jersey 07860 Ringwood Office: Rockaway Office: 45 Skyline Drive Rockaway Townsquare Mall Ringwood, New Jersey 07456 Rockaway, New Jersey 07866 Sparta Office: Wanaque Office: 117 Sparta Avenue 103 Ringwood Avenue Sparta, New Jersey 07871 Wanaque, New Jersey 07465 Wantage Office: West Milford Office: 205 State Route 23 1527 Union Valley Road Sussex, New Jersey 07461 West Milford, New Jersey 07480 Wharton Office: Wyckoff Office: 350 North Main Street 652 Wyckoff Avenue Wharton, New Jersey 07885 Wyckoff, New Jersey 07481 EXHIBIT B (Continued) Montville Office: Fairfield Office: 166 Changebridge Road 1275 Old Bloomfield Avenue Montville, New Jersey 07045 Fairfield, New Jersey 07004 Haskell Office: 1054 Ringwood Avenue Haskell, New Jersey 07420 EXHIBIT C Lakeland Bank Offices (After Consummation of the Merger): NEWFOUNDLAND (Principal Banking Office): Bloomingdale Office: One Lakeland Plaza 28 Main Street Newfoundland, New Jersey 07435 Bloomingdale, New Jersey 07403 Butler Office: Byram/Stanhope Office: 1410 Route 23 80 U.S. Highway 206 Butler, New Jersey 07405 Stanhope, New Jersey 07874 Carey Ave. Office: Hewitt Office: 6 Carey Avenue 1943 Union Valley Road Butler, New Jersey 07405 Hewitt, New Jersey 07421 Milton Office: Newton Office: 5729 Berkshire Valley Road One Cochran Plaza Oak Ridge, New Jersey 07438 Newton, New Jersey 07860 Ringwood Office: Rockaway Office: 45 Skyline Drive Rockaway Townsquare Mall Ringwood, New Jersey 07456 Rockaway, New Jersey 07866 Sparta Office: Wanaque Office: 117 Sparta Avenue 103 Ringwood Avenue Sparta, New Jersey 07871 Wanaque, New Jersey 07465 Wantage Office: West Milford Office: 205 State Route 23 1527 Union Valley Road Sussex, New Jersey 07461 West Milford, New Jersey 07480 Wharton Office: Wyckoff Office: 350 North Main Street 652 Wyckoff Avenue Wharton, New Jersey 07885 Wyckoff, New Jersey 07481 EXHIBIT C (Continued) Montville Office: Fairfield Office: 166 Changebridge Road 1275 Old Bloomfield Avenue Montville, New Jersey 07045 Fairfield, New Jersey 07004 Haskell Office: Andover Office: 1054 Ringwood Avenue 615 Route 206 Haskell, New Jersey 07420 Newton, New Jersey 07860 Branchville Office: Lafayette Office: 3 Broad Street 37 Route 15 Branchville, New Jersey 07826 Lafayette, New Jersey 07848 Sparta Office: Frankford Office: 48 Sparta Avenue 134 Route 206 Sparta, New Jersey 07871 Augusta, New Jersey 07822 Stillwater Office: Franklin Office: 902 Main Street 25 Route 23 Stillwater, New Jersey 07875 Franklin, New Jersey 07416 Vernon Office: Wantage Office: 529 Route 515 Route 23 Vernon, New Jersey 07462 Sussex, New Jersey 07461 Hampton Office: Bristol Glen Office: 11 Hampton House Road 200 Woodside Avenue Newton, New Jersey 07860 Newton, New Jersey 07860