Change in Control Agreement between Somerset Hills Bank, Somerset Hills Bancorp, and Executive

Summary

This agreement is between Somerset Hills Bank, Somerset Hills Bancorp, and an executive employee. It provides that if there is a change in control of the company—such as a merger or sale—the executive will receive a lump sum payment equal to one year’s salary plus their last paid bonus, provided they remain employed through the transition. The employer may require the executive to stay for up to three additional months after the change. The agreement also restricts the executive from soliciting customers or employees for six months after leaving. The agreement lasts for three years unless extended or a change in control is being negotiated.

EX-10.1 2 c59508_ex10-1.htm

Exhibit 10.1

CHANGE IN CONTROL AGREEMENT

CHANGE IN CONTROL AGREEMENT (this “Agreement”) made as of this 25^th day of November, 2009 by and between SOMERSET HILLS BANK, a New Jersey state bank with its principal place of business located 155 Morristown Rd, Bernardsville, NJ ###-###-#### (the “Bank), SOMERSET HILLS BANCORP, Inc. a New Jersey corporation with its principal place of business located at 155 Morristown Rd., Bernardsville, NJ ###-###-#### (the “Company”) (the Bank and the Company collectively, “Employer”), and ____________, an individual residing at ______________________________(“Executive”).

W I T N E S S E T H:

WHEREAS, Executive is a valued employee of the Bank;

WHEREAS, Employer wishes to ensure that it will continue to get Executive’s undivided effort and attention;

NOW, THEREFORE, in consideration of the mutual promises and undertakings herein contained, the parties hereto, intending to be legally bound, agree as follows:

1. Change in Control.

(a) Upon the occurrence of a Change in Control (as herein defined), Executive shall become entitled to receive the payments (the “Payments”) provided for under paragraph (c) hereof.

(b) A “Change in Control” shall mean:

(1) a reorganization, merger, consolidation or sale of all or substantially all of the assets of the Company, or any similar transaction, in any case in which the shareholders of the Company prior to such transaction hold less than a majority of the voting power of the resulting entity; or

(2) individuals who constitute the Incumbent Board (as herein defined) of the Company cease for any reason to constitute a majority thereof.

For these purposes, “Incumbent Board” means the Board of Directors of the Company on

the date hereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by members or stockholders was approved by the same nominating committee serving under an Incumbent Board, shall be considered as though he were a member of the Incumbent Board.

(c) In the event the conditions of Section (a) above are satisfied, and Executive remains employed by the Company or the Bank through the consummation of such Change in Control (the “Consummation Date”), Executive shall be entitled to receive a payment equal to twelve (12) months of Executive’s then current monthly Base Salary (as defined below) plus the Executive’s last paid cash bonus. The payment shall be made to Executive, in a single lump sum payment, within ten (10) days after the end of the Transition Period (as defined below). For purposes of this Agreement, the Executive’s monthly Base Salary shall be that annual salary most recently approved by Employer’s Board of Directors or a committee thereof divided by twelve. Notwithstanding the forgoing, at or prior to the Consummation Date, Employer or its successor entity shall have the right to request that the Executive continue in employment for a transition period not to exceed three (3) months from the Consummation Date (a “Transition Period”), provided that the Executive’s monthly Base Salary and benefits during the Transition Period shall be equal to or exceed the monthly Base Salary and benefits paid to Executive immediately prior to the Consummation Date and the conditions of Executive’s employment during the Transition Period (i.e., location of employment, nature of work, etc.) shall be comparable to those in place prior to the Consummation Date. To exercise this right, Employer or its successor must provide written notice to the Executive, at least sixty (60) days prior to the Consummation Date, of its intention to retain Executive for the Transition Period and the number of weeks Employer or its successor intends to retain Executive in employment, and Employer shall then be contractually bound to pay Executive, and to retain executive’s benefits in place, for such period of time. If the Executive refuses such employment during the Transition Period, then the Executive shall not be entitled to the payment provided for hereunder.

2. No Guaranty of Employment. Nothing in this Agreement shall be construed as guarantying the employment of the Executive. Executive shall remain an “employee at will” of Employer at all time during the term of this Agreement.

3. Notices. Any and all notices, demands or requests required or permitted to be given under this Agreement shall be given in writing and sent, (i) by registered or certified U.S.

mail, return receipt requested, (ii) by hand, (iii) by overnight courier or (iv) by telecopier addressed to the parties hereto at their addresses set forth above or such other addresses as they may from time-to-time designate by written notice, given in accordance with the terms of this Section, together with copies thereof as follows:

In the case of Executive, to the address set forth on the first page hereof or to such other address as Executive shall provide in writing to the Employer for the provision of notices hereunder.

In the case of Employer, to the address set forth on the first page hereof with a copy to:


	Windels Marx Lane & Mittendorf, LLP
	120 Albany Street Plaza, 6^th Floor
	New Brunswick, New Jersey 08901
	Telecopier No. (732) 846-8877
	Attention: Robert A. Schwartz

Notice given as provided in this Section shall be deemed effective: (i) on the date hand delivered, (ii) on the first business day following the sending thereof by overnight courier, (iii) on the seventh calendar day (or, if it is not a business day, then the next succeeding business day thereafter) after the depositing thereof into the exclusive custody of the U.S. Postal Service or (iv) on the date telecopied.

4. Term. Unless extended by mutual agreement, this Agreement shall have a term of three years from the date hereof; provided, however, that in the event the term of this Agreement would terminate at any time after the Employer has engaged in substantive negotiations regarding a transaction which would lead to a Change in Control, this Agreement shall continue to remain in full force in effect until the earlier to occur of (i) the effectuation of the Change in Control or (ii) the termination of the negotiations for the proposed transaction which would have resulted in the Change in Control.

5. Non-Solicitation. The Executive agrees that for a period of six (6) months after the termination of the Transition Period, he will not directly or indirectly solicit, cause any other person to solicit, or assist any other person with soliciting any customer, depositor or borrower of

Bank, or any potential customer, depositor or borrower of Bank contacted by Bank prior to his termination, to become a customer, depositor or borrower of another financial institution. Executive further agrees that for a period of six (6) months after the termination of the Transition Period, he will not directly or indirectly participate in the solicitation or hiring of any employee, consultant or agent of the Bank or the Company or induce such party to cease their employment with the Bank or the Company or their successors or to accept employment or a consulting or agency position with any other person or entity.

6. Assignability. The services of the Executive hereunder are personal in nature, and neither this Agreement nor the rights or obligations of Executive hereunder may be assigned, whether by operation of law or otherwise. This Agreement shall be binding upon, and inure to the benefit of, Employer and its successors and assigns. This Agreement shall inure to the benefit of the Executive’s heirs, executors, administrators and other legal representatives.

7. Waiver. The waiver by Employer or the Executive of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any subsequent or other breach hereof.

8. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey without giving effect to principles of conflict of laws.

9. Entire Agreement. This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and may not be amended, waived, changed, modified or discharged, except by an agreement in writing signed by the parties hereto.

10. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument.

11. Amendment. This Agreement may be modified or amended only by an amendment in writing signed by both parties.

12. Severability. If any provision of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision, only to the extent it is invalid or unenforceable, and shall not in any manner affect or render invalid or unenforceable any other severable provision of this Agreement, and this Agreement shall be carried out as if any such invalid or unenforceable provision were not contained herein.

13. Section Headings. The headings contained in this Agreement are solely for

convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

14. Fees and Expenses. If any party to this Agreement institutes any action or proceeding to enforce this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the non-prevailing party all legal costs and expenses incurred by the prevailing party in such action, including, but not limited to, reasonable attorneys’ fees and other reasonable legal costs and expenses.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement under their respective hands and seals as of the day and year first above written.


ATTEST:	SOMERSET HILLS BANK

	By:	/s/

		Stewart E. McClure Jr.
		President, CEO and COO

ATTEST:	SOMERSET HILLS BANCORP, INC.

	By:	/s/

		Stewart E. McClure Jr.
		President, CEO and COO

WITNESS:	EXECUTIVE:

		/s/