UNITY BANCORP, INC. EXECUTIVE INCENTIVE RETIREMENT PLAN PREAMBLE

1.1. “Annual Executive Bonus Matrix” means the annual Bank performance measures established by the Board of Directors for compensation evaluation.

1.2. “Bank” means Unity Bank or any successor thereto by merger, consolidation or otherwise by operation of law.

1.3. “Beneficiary” means such living person or living persons designated by the Participant in accordance with Article 5 to receive the Deferral Award after his death, or his personal or legal representative, all as herein described and provided. If no Beneficiary is designated by the Participant or if no Beneficiary survives the Participant, the Beneficiary shall be the Participant's estate.

1.4. “Board” or “Board of Directors” means the Board of Directors of the Company, as duly constituted from time to time.

1.5. “Cause” means (a) an act of fraud, embezzlement or theft by the Participant, the Participant's willful misconduct, inappropriate or unprofessional behavior, which brings material harm to the Employer (as determined by the Employer), breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar minor offenses, which do not adversely affect the Employer’s reputation or standing in the community), or a material breach of any provision of this Plan, or any other Plan between the Participant, the Company and the Bank. For purposes of this provision, no act or failure to act, on the part of the Participant, shall be considered “willful” unless it is done, or omitted to be done, by the Participant in bad faith or without reasonable belief that the Participant’s action or omission was in the best interest of the Employer.

(a) A reorganization, merger, consolidation or sale of all or substantially all of the assets of the Company or a similar transaction in which the Company is either not the resulting entity or a “beneficial owner” (as defined in Rule13-d under the Securities Exchange Act of 1934 (the “Exchange Act”)), directly or indirectly, of securities of the Company representing thirty-five percent (35%) or more of the Company’s outstanding securities ordinarily having the right to vote at the election of directors; or

(b) Individuals who constitute the Incumbent Board (as herein defined) of the Company cease for any reason to constitute a majority thereof; or

(c) The occurrence of an event of a nature that would be required to be reported in response to Item 1 of the Current Report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Exchange Act; or

(d) Without limitation, a “change in control” shall be deemed to have occurred at such time as any “person” (as the term is used in Section 13(d) and 14(d) of the Exchange Act), other than the Company or the trustees or any administrator of any employee stock ownership plan and trust, or any other employee benefit plans established by Employer from time-to-time, is or becomes a “beneficial owner,” directly or indirectly, of securities of the Company representing thirty-five percent (35%) or more of the Company’s outstanding securities ordinarily having the right to vote at the election of directors; or

(e) A proxy statement soliciting proxies from stockholders of the Company is disseminated by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan or transaction are exchanged or converted into cash or property or securities not issued by the Company; or

(f) A tender offer is made for thirty-five percent (35%) or more of the voting securities of the Company and shareholders owning beneficially or of record thirty-five percent (35%) or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender and such tendered shares have been accepted by the tender offeror.

1.9. “Company” means Unity Bancorp, Inc. or any successor thereto by merger, consolidation or otherwise by operation of law.

1.10. “Confidential Information” means business methods, creative techniques and technical data of the Company, the Bank and their affiliates that are deemed by the Company, the Bank or any such affiliate to be and are in fact confidential business information of the Company, the Bank or its affiliates or are entrusted to the Company, the Bank or its affiliates by third parties, and includes, but is not limited to, procedures, methods, sales relationships developed while the Participant is in the service of the Company, the Bank or their affiliates, knowledge of customers and their requirements, marketing plans, marketing information, studies, forecasts and surveys, competitive analyses, mailing and marketing lists, new business proposals, lists of vendors, consultants, and other persons who render service or provide material to the Company, the Bank or their affiliates, and compositions, ideas, plans, and methods belonging to or related to the affairs of the Company, the Bank or their affiliates, except for such information as is clearly in the public domain; provided, however, that information that would be generally known or available to persons skilled in the Participant's fields shall be considered to be “clearly in the public domain” for this purpose.

1.11. “Declared Rate” means the prime rate as published in the Wall Street Journal plus one percent (1%). Notwithstanding anything in this Plan to the contrary, the Declared Rate shall not be less than four percent (4%) nor exceed ten percent (10%). The formula used to establish the Declared Rate may be amended by a resolution of the Board of Directors on a prospective basis.

1.13. “Deferred Benefit Account” means the account maintained on the books of the Bank for each Participant pursuant to Article 3 of the Plan. A Participant’s Deferred Benefit Account shall be utilized solely as a device for the measurement and determination of the amounts to be paid to the Participant pursuant to this Plan. A Participant’s Deferred Benefit Account shall not constitute or be treated as a trust fund of any kind.

1.14. “Designation of Beneficiary Form” means the written instrument filed by a Participant designating the manner in which the Participant’s Deferred Benefit Account balance shall be paid to the Participant or his Beneficiary.

1.15. “Determination Date” means the date on which the amount of a Participant’s Deferred Benefit Account is determined as provided in Article 3 hereof. The last day of each Plan Year shall be the Determination Date.

1.16. “Disability” means (a) the inability of the Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months; or (b) the Participant is receiving income replacement benefits for a period of not less than three months from the Employer’s accident and health plan by reason of the Participant’s medically-determined physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months.

1.17. “Employer” means the Bank and/or the Company, and any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise.

1.18. “Participant” means any officer of the Bank who is designated as a Participant by the Board of Directors.

1.20. “Plan Year” means a twelve-month period commencing January 1st and ending the following December 31st. The first Plan Year shall commence on the Effective Date and end on the next December 31st.

1.21. “Separation from Service” means a “separation from service” within the meaning of Treas. Reg. §1.409A-1(h) and in accordance with the default rules thereunder, which includes termination of a Participant's employment with the Employer, whether voluntarily or involuntarily, by reason of death, retirement, becoming disabled, resignation or discharge.

(a) Upon a Separation from Service, other than for Cause, death or Disability, the Bank shall pay to the Participant the amount in his vested Deferred Benefit Account calculated as of the last Determination Date preceding his Separation from Service, and in accordance with Sections 3.1 and 3.2 of this Plan. The payment of any benefit under this Plan shall be subject to the provisions of Article 6 and Section 9.1 of this Plan. The payment shall be in the form described in Section 4.2 below. Payment under this Section 4.1(a) shall commence on the first day of the second calendar month following the date the Participant incurs a Separation of Service for reasons other than Cause, death or Disability, subject to the provisions of Section 4.3 below. The Bank shall continue to credit interest on the remaining Deferred Benefit Account balance during any applicable installment period fixed at the rate in effect under Section 3.2 on the date of the Participant’s Separation from Service.

(b) If the Participant’s Separation from Service is on account of Disability, the Participant shall be entitled to payment of his Deferred Benefit Account calculated as of the last Determination Date preceding his date of Disability, and in accordance with Sections 3.1 and 3.2 of this Plan. The first payment to the Participant shall commence on the first day of the second calendar month after the date of the Participant’s Disability. The Bank shall pay the benefit to the Participant in fifteen (15) annual installments as set forth in Section 4.2 below. The Bank shall continue to credit interest on the remaining Deferred Benefit Account balance during any applicable installment period fixed at the rate in effect under Section 3.2 on the date of the Participant’s Disability.

(c) If the Participant dies prior to the commencement of benefits under this Plan,  his Deferred Benefit Account shall be calculated as of the last Determination Date preceding the Participant’s death. The first payment to the Participant’s Beneficiary(ies) shall commence on the first day of the second calendar month following the Participant’s death and shall continue to be paid in accordance with the provisions of Sections 3.1, 3.2 and 4.2 of this Plan.

(d) If the Participant dies after payments have commenced but before receiving all such payments, the Bank shall pay the remaining benefits to the Participant’s Beneficiary(ies) at the same time and in the same amounts they would have been paid to the Participant had the Participant survived until the aggregate number of payments made to the Participant and to his Beneficiary(ies) equals the sum of fifteen (15).

(e) If upon the occurrence of a Change in Control, and in connection with such Change in Control, the Participant’s employment with the Employer terminates (regardless of whether such termination is by the Employer, through Participant’s resignation of employment with Employer or its successor, or Participant’s failure to accept an offer of employment with any successor to the Employer), the Participant shall be entitled to commence payment of his Deferred Benefit Account in the form and manner provided in Sections 4.1(a) and 4.2 of this Plan, subject to the terms and conditions set forth in Article 6 and Section 9.1 of this Plan.

(f) All installment payments made pursuant to this Section 4.1 shall be payable annually beginning with a single payment on the applicable date specified in this Article 4 and continuing each anniversary of that date until fully paid in accordance with this Section 4.1.

(a) If when the Participant 's employment terminates, the Participant is a specified employee, as defined in Section 409A, and if any payments under this Plan will result in additional tax or interest to the Participant because of Section 409A, then despite any contrary provision of this Section 4.3, such payments shall be made on the first to occur of the (x) a date that is at least six months after termination of the Participant's employment for reasons other than the Participant 's death, (y) the date of the Participant's death, or (z) any earlier date that does not result in additional tax or interest to the Participant under Section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Participant in a single lump sum. If any provision of this Plan does not satisfy the requirements of Section 409A, such provision shall nevertheless be applied in a manner consistent with those requirements.  If any provision  of this Plan would subject the Participant to additional tax or interest under Section 409A, the Bank shall reform the provision. However, the Bank shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Participant to additional tax or interest, and the Bank shall not be required to incur any additional compensation expense as a result of the reformed provision. In no event may the Participant, directly or indirectly, designate the calendar year of any payment under this Plan.

(b) For purposes of Section 409A, each payment made under this Plan shall be designated as a “separate payment” within the meaning of the Section 409A, and references herein to the Participant’s “termination of employment” shall refer to the Participant’s Separation from Service with the Bank within the meaning of Section 409A.

(a) Except for the functions reserved to the Company or the full Board, the administration of the Plan shall be the responsibility of the Compensation and Benefits Committee. The Committee shall consist of three or more persons designated by the Company. Members of the Committee shall serve for such terms as the Company shall determine and until their successors are designated and qualified. Any member of the Committee may resign upon at least sixty (60) days written notice to the Company, or may be removed from office by the Company at any time, with or without notice.

(b) The Committee shall hold meetings upon notice at such times and places as it may determine. Notice shall not be required if waived in writing. Any action of the Committee shall be taken pursuant to a majority vote at a meeting, or pursuant to the written consent of a majority of its members without a meeting, and such action shall constitute the action of the Committee and shall be binding in the same manner as if all members of the Committee had joined therein. A majority of the members of the Committee shall constitute a quorum. No member of the Committee shall note or be counted for quorum purposes on any matter relating solely to himself or his rights under the Plan. The Committee shall record minutes of any actions taken at its meetings or of any other official action of the Committee. Any person dealing with the Committee shall be fully protected in relying upon any written notice, instruction, direction or other communication signed by the Secretary of the Committee or by any of the members of the Committee or by a representative of the Committee authorized by the Committee to sign the same in its behalf.

(c) The Committee shall have the power and the duty to take all actions and to make all decisions necessary or proper to carry out the Plan. The determination of the Committee as to any question involving the Plan shall be final, conclusive and binding. Any discretionary actions to be taken under the Plan by the Committee shall be uniform in their nature and applicable to all persons similarly situated. Without limiting the generality of the foregoing, the Committee shall have the following powers and duties:

(i) The duty to furnish to the Participant, upon request, a copy of the Plan;

(ii) The power to require any person to furnish such information as it may request for the purpose of the proper administration of the Plan as a condition to receiving any benefits under the Plan;

(iii) The power to make and enforce such rules and regulations and prescribe the use of such forms as it shall deem necessary for the efficient administration of the Plan;

(iv) The power to interpret the Plan, and to resolve ambiguities, inconsistencies and omissions, which findings shall be binding, final and conclusive;

(v) The power to decide on questions concerning the Plan in accordance with the provisions of the Plan;

(vi) The power to determine the amount of benefits which shall be payable to any person in accordance with the provisions of the Plan and to provide a full and fair review to the Participant if a claim for benefits has been denied in whole or in part;

(vii) The power to designate a person who may or may not be a member of the Committee as “Plan Administrator;”

(viii) The power to allocate any such powers and duties to or among individual members of the Committee; and

(ix) The power to designate persons other than Committee members to carry out any duty or power which would otherwise be a responsibility of the Committee or administrator, under the terms of the Plan.

(d) To the extent permitted by law, the Committee and any person to whom it may delegate any duty or power in connection with administering the Plan, the Company, the Bank, and the officers and directors thereof, shall be entitled to rely conclusively upon, and shall be fully protected in any action taken or suffered by them in good faith in the reliance upon, any actuary, counsel, accountant, other specialist, or other person selected by the Committee, or in reliance upon any tables, valuations, certificates, opinions or reports which shall be furnished by any of them. Further, to the extent permitted by law, no member of the Committee, nor the Company, the Bank, nor the officers or directors thereof, shall be liable for any neglect, omission or wrongdoing of any other members of the Committee, agent, officer or employee of the Company or any Employer. Any person claiming benefits under the Plan shall look solely to the Employer for redress.

(e) All expenses incurred before the termination of the Plan that shall arise in connection with the administration of the Plan (including, but not limited to administrative expenses, proper charges and disbursements,

(a) Any person asserting any rights under this Plan must submit a written claim to the Committee. The Committee shall render a decision within a reasonable period of time from the date on which it received the written claim, not to exceed ninety (90) days, unless an extension of time is necessary due to reasonable cause.

(b) If a claim is denied in whole or in part, the claimant must be provided with the following information:

(i) A statement of specific reasons for the denial of the claim;

(iii) A description of any additional material or information necessary to perfect the claim with an explanation of why such material information is necessary; and

(iv) An explanation of the claim procedure with a statement that the claimant must request review of the decision denying the claim within thirty (30) days following the date on which the claimant received such notice.

(c) The claimant may request that the Board review the denial of a claim. A request for review must be in writing and must be received by the Board within thirty (30) days of the date on which the claimant received written notification of the denial of the claim. The Board will render a decision with respect to a written request for review within sixty (60) days from the date on which the Board received the request for review. If the request for review is denied in whole or in part, the Board shall mail the claimant a written decision that includes a statement of the reasons for the decision. The determination of the Board shall be final, conclusive and binding.

(a) The Board shall have the power to suspend or terminate the Plan in whole or in part at any time, and from time to time to extend, modify, amend or revise the Plan in such respects as the Board, by resolution, may deem advisable; provided, however, that no such extension, modification, amendment, revision, or termination shall deprive the Participant or any Beneficiary of any benefit accrued under the Plan, except to the extent such forfeiture is as a result of Separation from Service, for Cause, or as provided in Article 6 and Section 9.1 of the Plan.

(b) In the event of the termination or partial termination of the Plan and the Participant is then employed by the Employer, the Company or the Bank shall pay the Deferred Benefit Account, calculated as of the date of termination or partial termination of the Plan, to the Participant or his Beneficiary(ies) in accordance with the payment schedule described in Article 4, subject to the provisions of Article 6 and Section 9.1 of the Plan. If the Participant's Separation from Service, for other than Cause, had occurred on the date the Plan is terminated, the Deferred Benefit Account to which he is entitled as of the date of Separation from Service shall continue to be payable, or if such benefits have not yet commenced, shall be payable in accordance with the payment schedule described in Article 4, subject to the provisions of Article 6 and Section 9.1 of this Plan.

(c) In the event of a termination or partial termination of the Plan, the rights of the Participant to benefits accrued to the date of such termination or partial termination shall become nonforfeitable, except in the event of Participant's termination for Cause, or as provided in Article 6 and Section 9.1 of this Plan.

(a) The Employer determines that Cause exists for the termination of the Participant's employment; or

(b) Any benefits, or portion thereof, under the Plan constitute “excess” parachute payments under Section 280G of the Code or are prohibited by banking regulations as set forth in Article 6 of this Plan; or

(c) The Participant is in breach of any of the covenants of confidentiality, non-competition, non-interference with, or non-solicitation of, employees, customers, supplier(s) or agents or similar matters as set forth in subsections (d) and (e) of this Section 9.1, or contained in any written agreement with the Employer; or

(d) Without the prior written consent of the Employer, the Participant discloses or divulges to any third party (except as may be required by his duties, by law, regulation, or order of a court or government authority, or as directed by the Bank or the Company), or uses either to the detriment of the Employer or in any business or on behalf of any business competitive with or substantially similar to any business of the Employer, any Confidential Information obtained during the course of his employment with the Employer, provided that this Section 9.1(d) shall not be construed as restricting the Participant from disclosing such information to the employees of the Employer; or

(e) While the Participant is employed by the Employer or within the period of time that payments of the Deferred Benefit Account are being made hereunder to the Participant (and including the period immediately after the Participant's termination of employment and before payments from the Participant’s Deferred Benefit Account begin) the Participant (i) interferes with the relationship of the Employer with any of its employees, suppliers, agents, or representatives (including, without limitation, causing or helping another business to hire any employee of the Employer, or (ii) directly or indirectly diverts or attempts to divert from the Employer any business in which it has been actively engaged during the period of such employment, or interferes with the relationship of the Employer with any of its customers or prospective customers; provided, however, that this Section 9.1(e) shall not, in and of itself, prohibit the Participant from engaging in the banking, trust, or financial services business in any capacity, including that as an owner or employee.

(f) If any of the provisions of subsections (c) through (e) of this Section 9.1 shall be adjudicated to be invalid or unenforceable, such provision shall be deemed amended to delete from the portion thus adjudicated to be invalid or unenforceable, and such deletion shall apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made. In addition, should any court determine that the provisions of this Section 9.1 shall be unenforceable with respect to scope, duration, or geographic area, such court shall be empowered to substitute, to the extent enforceable, provisions similar hereto or other provisions so as to provide to the Company, the Bank and their affiliates, to the fullest extent permitted by applicable law, the benefits intended by subsections (c) through (e) of this Section 9.1.

A. I hereby designate the following Beneficiary/ies to receive any benefit payable on account of my death under the Plan, subject to my right to change this designation and subject to the terms of the Plan:

B. I hereby revoke any prior designation of Beneficiary(ies) to receive any benefit payable on account of my death under the Plan, subject to my right to change this designation and subject to the terms of the Plan: