Employment Agreement with Joseph Chillura, dated July 25,2017, effective January 1, 2018

This Employment Agreement (the “Agreement”) is made and entered into as of July 25, 2017, by and among Joseph V. Chillura (the “Executive”), Valley National Bancorp, a New Jersey corporation (the “Corporation”), and Valley National Bank, a national banking association (the “Bank”). The Corporation, the Bank and the Executive are collectively referred to hereinafter as the “Parties” and each individually as a “Party”.

WHEREAS, the Corporation and the Bank desire to employ the Executive on the terms and conditions set forth herein; and

WHEREAS, the Executive desires to be employed by the Corporation and the Bank on such terms and conditions.

NOW, THEREFORE, in consideration of the mutual covenants, promises and obligations set forth herein, the Parties agree as follows:

which duties, authority and responsibility are consistent with the Executive’s position.

performing his obligations under this Agreement upon substantiation of such expenses in accordance with the applicable policies and procedures of the Bank.

5.1    Termination For Cause or Without Good Reason.  

severance or termination payments except as specifically provided herein.

Items 5.1(a)(i) through 5.1(a)(iv) are referred to herein collectively as the “Accrued Amounts”.

Except for a failure, breach or refusal which, by its nature, cannot reasonably be expected to be cured, the Executive shall have thirty (30) business days from the delivery of written notice by the Bank within which to cure any acts constituting Cause; provided, however, that if the Bank reasonably expects irreparable injury from a delay of thirty (30) business days, the Bank may give the Executive notice of such shorter period within which to cure as is reasonable under the circumstances, or may take other action, which may include the termination of the Executive’s employment without notice and with immediate effect. The Bank may place the Executive on paid leave for up to sixty (60) days while it is determining whether there is a basis to terminate the Executive’s employment for Cause. This will not constitute Good Reason.

The Executive cannot terminate his employment for Good Reason unless he has provided written notice to the Bank of the existence of the circumstances providing grounds for termination for Good Reason within thirty (30) days of the initial existence of such grounds and the Bank has had at least thirty (30) days from the date on which such notice is provided to cure such circumstances. If the Executive does not give notice of the termination of his employment for Good Reason within thirty (30) days after the first occurrence of the applicable grounds, then the Executive will be deemed to have waived his right to terminate for Good Reason with respect to such grounds.

four (24) months of his normal Base Salary payments; or (ii) his normal Base Salary payments that the Executive would have earned had he remained employed until the end of the Employment Term. The treatment of any outstanding equity awards shall be determined in accordance with the terms of the 2016 LTIP and the applicable award agreements. In the event that the Executive violates the provisions of Section 6, Section 7, Section 8 or Section 9 of this Agreement, the Corporation and the Bank may cease making the payments due to the Executive pursuant to this Section 5.2.

Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

For purposes of this Agreement, “Confidential Information” includes, but is not limited to, all information not generally known to the public, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to: regulatory reports, examinations and agreements, business processes, practices, methods, policies, plans, documents, operations, services, strategies, techniques, agreements, contracts, terms of agreements, transactions, potential transactions, negotiations, pending negotiations, know-how, trade secrets, computer programs, computer software, records, supplier information, vendor information, financial information, results, accounting information, accounting records, legal information, marketing information, advertising information, pricing information, credit information, payroll information, staffing information, personnel information, employee lists, supplier lists, vendor lists, developments, reports, internal controls, market studies, sales information, revenue, costs, product plans, customer information, customer lists, client information and client lists of the Bank or its businesses or any

existing or prospective customer, supplier, investor or other associated third party or of any other person or entity that has entrusted information to the Bank in confidence.

The Executive understands that the above list is not exhaustive and that Confidential Information also includes other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used.

The Executive understands and agrees that Confidential Information includes information developed by him in the course of his employment by the Bank as if the Bank furnished the same Confidential Information to the Executive in the first instance. Confidential Information shall not include information that is generally available to and known by the public at the time of disclosure to the Executive; provided that such disclosure is through no direct or indirect fault of the Executive or person(s) acting on the Executive’s behalf.

The Executive agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, publish, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated or made available, in whole or part, to any entity or person whatsoever (including other employees of the Bank) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Bank and, in any event, not to anyone outside of the direct employ of the Bank except as required in the performance of the Executive’s authorized employment duties to the Bank (and then, such disclosure shall be made only within the limits and to the extent of such duties); and (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media or other resources containing any Confidential Information, or remove any such documents, records, files, media or other resources from the premises or control of the Bank, except as required in the performance of the Executive’s authorized employment duties to the Bank (and then, such disclosure shall be made only within the limits and to the extent of such duties). Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation or order.

The Executive understands and acknowledges that his obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon the Executive first having access to such Confidential Information (whether before or after

he begins employment by the Bank) and shall continue during and after his employment by the Bank until such time as such Confidential Information has become public knowledge other than as a result of the Executive’s breach of this Agreement or breach by those acting in concert with the Executive or on the Executive’s behalf.

The Executive further understands and acknowledges that the Bank’s ability to reserve these for the exclusive knowledge and use of the Bank is of great competitive importance and commercial value to the Bank, and that improper use or disclosure by the Executive is likely to result in unfair or unlawful competitive activity.

For purposes of this Section 8, “Prohibited Activity” is activity in which the Executive contributes his knowledge, directly or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, agent, partner, director, stockholder, officer, volunteer, intern or any other similar capacity to an entity engaged in any business in which the Bank or any of its subsidiaries is currently engaged in (the “Bank Business”). Prohibited Activity also includes activity that may require or inevitably requires disclosure of trade secrets, proprietary information or Confidential Information.

Nothing contained herein shall prohibit the Executive from purchasing or owning less than two percent (2%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such corporation.

The Executive understands and acknowledges that loss of this customer information and any customer relationships and/or goodwill will cause significant and irreparable harm.

The Executive agrees and covenants, during a period of two (2) years, to run consecutively, beginning on the last day of the Executive’s employment with the Bank, not to directly or indirectly solicit, contact (including, but not limited to, e-mail, regular mail, express mail, telephone, fax, and instant message), attempt to contact or meet with the Bank’s current, former or prospective customers for purposes of offering or accepting goods or services similar to or competitive with those offered by the Bank. The Corporation and the Bank agree that their executive officers will not at any time disparage the Executive or engage in conduct resulting in, or likely to result in, damage to the business or professional reputation of the Executive.

Executive would be entitled to as Severance Pay and as the value of the COBRA Benefits under the Change in Control Plan in consideration of (i) the Executive’s release and waiver of the rights he possesses under the USAmeriBancorp, Inc. Executive Change in Control Severance Plan and related Participation Agreement, between USAmeriBancorp, Inc. and the Executive (collectively, the “Change in Control Plan”) as set forth in Section 12 of this Agreement and (ii) the agreements and covenants of the Executive set forth in Section 7, Section 8 and Section 9 of this Agreement.

The Executive further acknowledges that the amount of his compensation and the payments set forth in Section 10 of this Agreement reflect, in part, his obligations and the Bank’s rights under Section 7, Section 8 and Section 9 of this Agreement; that he has no expectation of any additional compensation, royalties or other payment of any kind not otherwise referenced herein in connection herewith; that he will not be subject to undue hardship by reason of his full compliance with the terms and conditions of Section 7, Section 8 and Section 9 of this Agreement or the Bank’s enforcement thereof.

be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, and not in lieu of, legal remedies, monetary damages or other available forms of relief.

The Parties further agree that any such court is expressly authorized to modify any such unenforceable provision of this Agreement (including, without limitation, Section 8 hereof) in lieu of severing such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Agreement or by making such other modifications as it deems warranted to carry out the intent and agreement of the Parties as embodied herein to the maximum extent permitted by law.

The Parties expressly agree that this Agreement as so modified by the court shall be binding upon and enforceable against each of them. In any event, should one or more of the provisions of this Agreement be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had not been set forth herein.

treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. To the extent that the Release Execution Period spans two tax years of the Executive, then no payments will be made until the later of (1) the end of the revocation period or (2) the first business day of the second tax year, unless an applicable exemption under Section 409A applies. Notwithstanding the foregoing, the Bank makes no representations or warranties that the payments and benefits provided under this Agreement will comply with Section 409A and in no event shall the Bank be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.

If to the Corporation or the Bank:

Valley National Bank

1455 Valley Road

Wayne, New Jersey 07470

Attn: Ira Robbins, President

If to the Executive:

Joseph V. Chillura

2924 West Villa Rosa Park

Tampa, Florida 33611

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

VALLEY NATIONAL BANCORP

By /s/ Rudy Schupp

Name:    Rudy Schupp

VALLEY NATIONAL BANK

By /s/ Ira Robbins

Name: Ira Robbins

Title: President

THE EXECUTIVE

Signature: /s/ Joseph V. Chillura

THIS RELEASE AGREEMENT (“Release Agreement”) is made and entered into by and between Valley National Bancorp, a New Jersey corporation, Valley National Bank, a national banking association (collectively, or individually, the “Employer”) and [ ] (the “Executive”).

WHEREAS, the Employer and the Executive have entered into an Employment Agreement dated [___________, 2017] (“Employment Agreement”); and

WHEREAS, the Employment Agreement provides for certain consideration to be provided to the Executive upon the occurrence of certain events set forth in Section 5 of the Employment Agreement, which is conditioned upon the Executive executing a release of claims in favor of the Employer, its affiliates and their respective officers and directors in the form provided by the Bank.    

NOW, THEREFORE, in consideration of the mutual covenants contained herein, Employer and Executive agree as follows:

1.    Executive and Employer acknowledge and agree that Executive’s receipt of the consideration as set forth in Section 5 of the Employment Agreement is contingent upon the Executive’s execution of this Release Agreement.

2.    Executive further acknowledges his continuing obligations under the terms of the Employment Agreement, including, but not limited to, the ongoing duties and obligations set forth in Section 6, Section 7, Section 8 and Section 9 of the Employment Agreement and the additional sections enforcing those terms.

3.    (a)    Executive hereby irrevocably and unconditionally releases, remits, acquits and discharges Employer, its past and present parents, subsidiaries, affiliates, and divisions, and its

and their past and present officers, directors, attorneys, accountants, shareholders, employees and agents as well as any benefit plans and the trustees, fiduciaries, and administrators of those plans, and all successors and assigns of any of the foregoing (hereinafter referred to as “Releasees”) jointly and individually, from any and all claims, known or unknown, civil or criminal, vested or contingent, which Executive, Executive’s heirs, successors or assigns have or may have against Releasees to the date of this Release Agreement, and from any and all liability which Releasees have or may have to Executive whether denominated claims, demands, causes of action, obligations, damages, or liabilities arising from any and all bases, to the date of this Agreement and Release.

(b)     The claims released by Executive include, but are not limited to, any claims of failure to accommodate a disability or religion, retaliation, harassment or discrimination (for example, on the basis of age, sex, race, religion, disability, sexual orientation, or national origin) under any federal, state or local law, rule or regulation, including, but not limited to the Americans with Disabilities Act (“ADA”); the Rehabilitation Act of 1973; the Worker Adjustment and Retraining Notification Act (also known as “WARN”); the Age Discrimination in Employment Act of 1967 (“ADEA”); the Employee Retirement Income Security Act of 1974 (“ERISA”); the Family and Medical Leave Act (“FMLA”); the Equal Pay Act; Title VII of the Civil Rights Act of 1964; the Fair Credit Reporting Act; the Sarbanes-Oxley Act of 2002; the Uniformed Services Employment and Reemployment Rights Act the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act; the New Jersey Family Leave Act; the New Jersey Civil Rights Act; the Florida Civil Rights Act; the Florida Whistleblower Protections; the Alabama Age Discrimination in Employment Act; the Workers’ Compensation Law of Alabama Ala. Code; the United States, New Jersey, Florida, or Alabama Constitutions; and/or any other federal, state or local statutes, laws, rules and regulations pertaining to employment, as well as any and all claims under state or federal contract or tort law including wrongful or constructive discharge, breach of contract, breach of a covenant of good faith and fair dealing, emotional distress, promissory estoppel, violation of public policy, or for any other compensation or benefits (except vested benefits, claims for reported and incurred but unreported events under welfare benefit plans, insurance continuation and coverage conversion rights required to be offered under applicable law). Executive understands that this release includes known and unknown claims.

(c)    Executive certifies that as of the date this Release Agreement is signed, he has received all compensation, wages, overtime pay, bonuses, commissions, and/or benefits to which he may be entitled and has reported all accidents, injuries or known illnesses relating to or arising from his employment with Employer. Executive further certifies that as of the date this Release Agreement is signed, Executive has been granted any leave to which Executive was entitled under federal, state or local leave or disability accommodation laws.

(d)    This Release Agreement does not affect Executive’s rights, if any, to vested benefits, including under any tax-qualified retirement plan, to benefits (including benefits related to reported and incurred but unreported claims) under welfare benefit plans, insurance continuation and coverage conversion rights required to be offered under applicable law, to rights as a depositor, debtor or customer, or to rights as a shareholder, and nothing in this paragraph is intended, nor shall be construed, to release future claims arising after the date of execution of this Release Agreement. However, in all other respects it is understood and agreed that pursuant to this Release Agreement Executive has waived and released any and all other claims against any of the Releasees relating in any way to his employment with Employer.

4.     Executive further agrees that he has not initiated and will not initiate any complaint, lawsuit or charge against Releasees seeking any personal recovery or personal injunctive relief with respect to any matter in any way arising out of his employment with Employer. Executive further agrees that he will not voluntarily participate in any action, charge, claim or complaint initiated or pursued by any individual, partnership, corporation or any other entity against the Releasees with respect to any matter in any way arising out of his employment with Employer, except as required by court order, subpoena, governmental agency or other judicial or arbitration process.

5. Nothing in paragraphs 3 (release), 4 (covenant not to sue) or 5 (confidentiality of agreement) of this Release Agreement or Sections 6 (Cooperation) or 9 (Nondisparagement) of the Employment Agreement shall prohibit Executive from (a) bringing an action to enforce the terms of this Release Agreement; (b) filing a timely charge or complaint with, or providing information to, the Equal Employment Opportunity Commission (“EEOC”) or an equivalent

6.    Executive agrees not to divulge the terms of this Release Agreement to anyone except his attorney, accountant, and immediate family members or spouse, except as required by law. To the extent that he does divulge the terms of this Release Agreement to such persons, he will advise them that they must not divulge the terms of this Release Agreement.

7.    Executive further acknowledges that the only consideration for signing this Release Agreement is as set forth in this Release Agreement and his Employment Agreement; that the consideration received for executing this Release Agreement is greater than that to which he would otherwise be entitled; that no other promise or agreements of any kind have been made to him by any person or entity whatsoever to cause him to sign this Release Agreement; and that except as specifically set forth herein or in the Employment Agreement, Executive is not entitled to additional payments under any Employer policy or plan.

8.    Executive understands and acknowledges that, pursuant to the Older Workers Benefit Protection Act (“OWBPA”) and the Age Discrimination in Employment Act (“ADEA”), Executive shall be provided up to twenty-one (21) days to review and consider this Release Agreement before signing. If Executive voluntarily elects to sign this Release Agreement prior to the expiration of twenty-one (21) days, Executive waives any and all claims under the OWBPA and the ADEA based on not waiting the full twenty-one days.

9.    Executive further acknowledges that he is competent to execute this Release Agreement, has been given at least twenty-one (21) days to consider this Release Agreement and has been advised that he should, and has been given the opportunity to, consult an attorney

10.    By this Release Agreement, the parties do not admit misconduct or violation of any federal or state law or regulation or any Releasees’ policy or procedure. Accordingly, this Release Agreement shall not be admissible in any proceeding as evidence of any admission by the Executive or Releasees, except that the Release Agreement may be introduced in any proceeding to enforce the Release Agreement or the terms of the Employment Agreement.

11.    If any provision of this Release Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications and to this end the provisions of this Release Agreement are declared to be severable; provided, however, that upon a finding by a court of competent jurisdiction that the waiver and release contained in paragraph 3 above is invalid or unenforceable in any way, Executive agrees, upon request by Employer, to promptly execute a waiver and release of comparable scope that is valid and enforceable.

12.    This Release Agreement shall be construed under the laws of the State of Florida and shall not be interpreted strictly for or against any party.

13.    It is understood and agreed that this Release Agreement shall not be effective or enforceable for a period of seven (7) days following execution by Executive, and Executive may revoke this Release Agreement for any reason during this seven (7) day period by delivering written notice of revocation to the Employer at 1455 Valley Road, Wayne, New Jersey 07470. It is further understood and agreed that no payments will be made to Executive hereunder until after the seven (7) day revocation period has ended.

I acknowledge that I have carefully read this Release Agreement and understand and agree to all of its terms including the full and final waiver and release of claims set forth above. I further acknowledge that I have voluntarily entered into this Release Agreement, that I have not relied upon any representation or statement, written or oral, other than those set forth in this Release Agreement, and that I have been advised that I should consult with an attorney before signing this Release Agreement and have had an opportunity to consult with an attorney if I wished to do so. I

acknowledge that I have been provided with twenty-one (21) days to consider this Release Agreement and seven (7) days to revoke my signature of this Release Agreement.