EXHIBIT 1 SOMERSET HILLS BANCORP (a New Jersey corporation) [__________] Units Each Unit consisting of one share of Common Stock and one warrant to purchase one share of common stock UNDERWRITING AGREEMENT This Underwriting Agreement is made and...Underwriting Agreement • September 17th, 2002 • Somerset Hills Bancorp • New York
DRAFT EMPLOYMENT AGREEMENT BETWEEN SOMERSET HILLS BANCORP AND STEWART E. MC CLURE, JR.Employment Agreement • September 17th, 2002 • Somerset Hills Bancorp • New Jersey
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement") made as of _____ day of March, 2000, by and between THE BANK OF SOMERSET HILLS, a New Jersey state chartered commercial bank ("Employer" or the "Bank"), and JOSEPH M. SULLIVAN, an individual...Employment Agreement • September 17th, 2002 • Somerset Hills Bancorp • New Jersey
AGREEMENT AND PLAN OF MERGERMerger Agreement • January 29th, 2013 • Somerset Hills Bancorp • State commercial banks • New Jersey
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of January 28, 2013, is by and between Lakeland Bancorp, Inc., a New Jersey corporation (“Parent”), and Somerset Hills Bancorp, a New Jersey corporation (the “Company”). Parent and the Company are sometimes collectively referred to herein as the “Constituent Corporations” or the “Parties” or individually referred to as a “Constituent Corporation” or a “Party.” Defined terms are described in Section 9.11 of this Agreement.
WARRANT AGREEMENT THIS AGREEMENT, dated as of this ___ day of _____ 2002, by and between Somerset Hills Bancorp., a New Jersey corporation (the "Company") and Registrar & Transfer Co (the "Transfer Agent"). WHEREAS, the Company, in connection with its...Warrant Agreement • September 17th, 2002 • Somerset Hills Bancorp • New Jersey
EMPLOYMENT AGREEMENT BETWEEN SOMERSET HILLS BANCORP AND PAUL E. FITZGERALDEmployment Agreement • September 17th, 2002 • Somerset Hills Bancorp • New Jersey
AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLANSupplemental Executive Retirement Plan • August 13th, 2008 • Somerset Hills Bancorp • State commercial banks • New Jersey
THIS AGREEMENT, originally dated as of this 19th day of July, 2007, by and between Somerset Hills Bank, a banking corporation organized and existing under the laws of the State of New Jersey, the Service Recipient, hereinafter called the “Plan Sponsor”, and Gerard Riker, the Service Provider, hereinafter called the Participant.
EMPLOYMENT AGREEMENTEmployment Agreement • January 29th, 2013 • Somerset Hills Bancorp • State commercial banks • New Jersey
This Employment Agreement (“Agreement”), dated as of January 28, 2013, is by and between Lakeland Bancorp, Inc., a New Jersey corporation (“Lakeland Bancorp”), Lakeland Bank, a New Jersey state chartered bank (“Lakeland Bank” and, collectively with Lakeland Bancorp, the “Employer”) and Stewart E. McClure, Jr., an individual residing at 90 Spring Hill Road, Mendham, New Jersey 07945 (the “Executive”).
CUSIP # __________________ ___________________ WARRANTS NO. W _____________________ SOMERSET HILLS BANCORP WARRANTS TO PURCHASE COMMON STOCK VOID FOR ANY PURPOSE AFTER 5:00 PM, EASTERN TIME, ON _______, ____ This Certificate certifies that, for value...Warrant Agreement • September 17th, 2002 • Somerset Hills Bancorp
This Certificate certifies that, for value received,______________________ _______________________________________________________________________________ or registered assigns, is the registered holder of the number of warrants (the "Warrants") set forth above. Each Warrant entitles the registered holder thereof to purchase from Somerset Hills Bancorp, a New Jersey corporation with its principal office at 155 Morristown Road, Bernardsville, New Jersey 07924 (the "Corporation"), on and after the issuance date ONE (1) FULLY PAID AND NONASSESSABLE SHARE of the common stock, no par value per share, of the Corporation (the "Common Stock"), at the purchase price of $____ (the "Purchase Price") upon surrender of this Warrant Certificate, with the form of election to purchase set forth on the reverse hereof properly completed and duly executed and payment of the Purchase Price at the principal office of the Transfer Agent, or its successors as Transfer Agent, as provided in the Warrant Agreem
AMENDMENT TO AGREEMENTOption Agreement • March 16th, 2011 • Somerset Hills Bancorp • State commercial banks
This Amendment dated as of the 15th day of March, 2011 (the “Amendment”) to the Option Agreement by and between Somerset Hills Bancorp (the “Company”) and Stewart E. McClure, Jr. (the “Optionee”) dated as of March 19, 2001 (the “Agreement”).
AMENDMENT AGREEMENTEmployment Agreement • October 2nd, 2007 • Somerset Hills Bancorp • State commercial banks
This Agreement amends that certain Employment Agreement by and between Somerset Hills Bancorp., a New Jersey corporation having its principal place of business located at 155 Morristown Road, Bernardsville, New Jersey 07924 (“Employer”) and Stewart E. McClure, Jr., an individual residing at 90 Springhill Road, Mendham, New Jersey 07945 (“Employee”) dated March 8, 2001 and amended May 15, 2003 (the “Employment Agreement”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • November 14th, 2012 • Somerset Hills Bancorp • State commercial banks • New Jersey
CHANGE IN CONTROL AGREEMENT (this “Agreement”) made as of this 1st day of October 2012 by and between SOMERSET HILLS BANK, a New Jersey state bank with its principal place of business located 155 Morristown Rd, Bernardsville, NJ 07924-2606 (the “Bank), SOMERSET HILLS BANCORP, Inc. a New Jersey corporation with its principal place of business located at 155 Morristown Rd., Bernardsville, NJ 07924-2606 (the “Company”) (the Bank and the Company collectively, “Employer”), and Alfred J. Soles, an individual residing at 1608 Glendola Road, Wall, New Jersey 07719 (“Executive”).
AMENDMENT AGREEMENTEmployment Agreement • October 2nd, 2007 • Somerset Hills Bancorp • State commercial banks
This Agreement amends that certain Employment Agreement by and between Somerset Hills Bank, a New Jersey chartered commercial bank having its principal place of business located at 155 Morristown Road, Bernardsville, New Jersey 07924 (“Employer”) and Gerard Riker, an individual residing at 80 Lingham Street, Belleville, New Jersey 07109 (“Employee”) dated May 15, 1998 and amended on March 1, 2004 and March 31, 2005 (the “Employment Agreement”).
THIRD AMENDMENT AGREEMENTEmployment Agreement • March 24th, 2011 • Somerset Hills Bancorp • State commercial banks
This Agreement amends that certain Employment Agreement by and between Somerset Hills Bancorp, a New Jersey corporation having its principal place of business located at 155 Morristown Road, Bernardsville, New Jersey 07924 (“Employer”) and Stewart E. McClure, Jr., an individual residing at 90 Springhill Road, Mendham, New Jersey 07945 (“Employee”) dated March 8, 2001 and amended on May 15, 2003 and September 26, 2007 (the “Employment Agreement”).
SOMERSET HILLS BANCORP Incentive Stock Option Agreement Granted Under 2007 Equity Incentive PlanIncentive Stock Option Agreement • April 26th, 2007 • Somerset Hills Bancorp • State commercial banks
AMENDMENT #2 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2005 • Somerset Hills Bancorp • State commercial banks
This AMENDMENT #2 TO EMPLOYMENT AGREEMENT (this “Amendment”) made as of this 31st day of March 2005, by and between SOMERSET HILLS BANK, headquartered at 155 Morristown Road, Bernardsville NJ 07924 (“Bank”) and GERARD RIKER, an individual, residing at 80 Ligham Street, Belleville NJ 07109 (the “Executive”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 12th, 2013 • Somerset Hills Bancorp • State commercial banks • New Jersey
CHANGE IN CONTROL AGREEMENT (this “Agreement”) made as of this 10th day of January 2013 by and between SOMERSET HILLS BANK, a New Jersey state bank with its principal place of business located 155 Morristown Rd, Bernardsville, NJ 07924-2606 (the “Bank), SOMERSET HILLS BANCORP, Inc. a New Jersey corporation with its principal place of business located at 155 Morristown Rd., Bernardsville, NJ 07924-2606 (the “Company”) (the Bank and the Company collectively, “Employer”), and DAVID LIDSTER, an individual residing at 629 North Meadow Drive, Bound Brook, NJ 08805 (“Executive”).
ContractAmendatory Agreement • January 29th, 2013 • Somerset Hills Bancorp • State commercial banks
AMENDATORY AGREEMENT, dated as of the 28th day of January, 2013 to the Amended and Restated Supplemental Executive Retirement Plan, dated as of July 19, 2007 (the “SERP”) set forth as Exhibit A hereto, made and entered into by and among Somerset Hills Bancorp, a New Jersey corporation (the “Company”), Somerset Hills Bank, a banking corporation organized and existing under the laws of the State of New Jersey (the “Bank”) and Stewart E. McClure, Jr. (“Executive”).
AMENDMENT AGREEMENTEmployment Agreement • November 13th, 2007 • Somerset Hills Bancorp • State commercial banks
This Agreement amends that certain Employment Agreement by and between Somerset Hills Bancorp, a New Jersey corporation having its principal place of business located at 155 Morristown Road, Bernardsville, New Jersey 07924 (“Employer”) and Stewart E. McClure, Jr., an individual residing at 90 Springhill Road, Mendham, New Jersey 07945 (“Employee”) dated March 8, 2001 and amended May 15, 2003 (the “Employment Agreement”).
WAIVER AGREEMENTWaiver Agreement • March 27th, 2009 • Somerset Hills Bancorp • State commercial banks
WAIVER AGREEMENT (this "Waiver"), made as of March 25, 2009, by and between Somerset Hills Bancorp, a New Jersey corporation with an address at 155 Morristown Road Bernardsville, New Jersey 07924 (the “Company”), and Stewart E. McClure, Jr., an individual residing at 90 Spring Hill Road, Mendham, New Jersey 07945 (the "Executive").
AMENDMENT AGREEMENTEmployment Agreement • November 13th, 2007 • Somerset Hills Bancorp • State commercial banks
This Agreement amends that certain Employment Agreement by and between Somerset Hills Bank, a New Jersey chartered commercial bank having its principal place of business located at 155 Morristown Road, Bernardsville, New Jersey 07924 (“Employer”) and Gerard Riker, an individual residing at 80 Ligham Street, Belleville, New Jersey 07109 (“Employee”) dated May 15, 1998 and amended on March 1, 2004 and March 31, 2005 (the “Employment Agreement”).
AMENDMENT TO AGREEMENTOption Agreement • November 25th, 2009 • Somerset Hills Bancorp • State commercial banks
This Amendment dated as of the 25th day of November, 2009 (the “Amendment”) to the Option Agreement by and between Somerset Hills Bancorp (the “Company”) and Stewart E. McClure, Jr. (the “Optionee”) dated as of March 19, 2001 (the “Agreement”).
FORM OF CHANGE IN CONTROL AGREEMENTChange in Control Agreement • May 26th, 2011 • Somerset Hills Bancorp • State commercial banks • New Jersey
CHANGE IN CONTROL AGREEMENT (this “Agreement”) made as of this 19th day of May 2011 by and between SOMERSET HILLS BANK, a New Jersey state bank with its principal place of business located 155 Morristown Rd, Bernardsville, NJ 07924-2606 (the “Bank), Somerset Hills Bancorp, Inc. a New Jersey corporation with its principal place of business located at 155 Morristown Rd., Bernardsville, NJ 07924-2606 (the “Company”) (the Bank and the Company collectively, "Employer"), and __________, an individual residing at ____________________ ("Executive").
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT BETWEEN SOMERSET HILLS BANCORP AND STEWART E. MCCLURE, JR. DATED MARCH 8, 2001 (THE “AGREEMENT”)Employment Agreement • March 24th, 2011 • Somerset Hills Bancorp • State commercial banks
If at a later date it is determined (pursuant to final regulations or published rulings of the Internal Revenue Service, assessment by the Internal Revenue Service or otherwise) that the amount of excise taxes payable by the Employee is greater than the amount initially so determined, then the Employer or any related entity or successor entity shall pay the Executive an amount equal to the sum of (i) such additional excise taxes, plus (ii) any interest, fines and penalties with respect to such additional excise taxes, plus (iii) the amount necessary to reimburse the Executive for any income, excise or other taxes payable by the Executive with respect to the amounts specified in (i) and (ii) above and the reimbursement provided by this clause (iii).”
UNITED STATES DEPARTMENT OF THE TREASURY 1500 Pennsylvania Avenue, NW Washington, D.C. 20220 June 24, 2009Repurchase Agreement • June 25th, 2009 • Somerset Hills Bancorp • State commercial banks
Reference is made to that certain letter agreement (the “Repurchase Letter Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Repurchase Letter Agreement.
FORM OF CHANGE IN CONTROL AGREEMENTChange in Control Agreement • May 23rd, 2011 • Somerset Hills Bancorp • State commercial banks • New Jersey
CHANGE IN CONTROL AGREEMENT (this “Agreement”) made as of this 19th day of May 2011 by and between SOMERSET HILLS BANK, a New Jersey state bank with its principal place of business located 155 Morristown Rd, Bernardsville, NJ 07924-2606 (the “Bank), SOMERSET HILLS BANCORP, Inc. a New Jersey corporation with its principal place of business located at 155 Morristown Rd., Bernardsville, NJ 07924-2606 (the “Company”) (the Bank and the Company collectively, “Employer”), and __________, an individual residing at ____________________ (“Executive”).
EMPLOYMENT AGREEMENT BETWEEN THE BANK OF THE SOMERSET HILLS (in formation) AND GERARD RIKEREmployment Agreement • September 17th, 2002 • Somerset Hills Bancorp • New Jersey
United States Department of the TreasurySecurities Purchase Agreement • May 21st, 2009 • Somerset Hills Bancorp • State commercial banks
Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement – Standard Terms (the “Securities Purchase Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, at the Closing, the Company issued to the Investor the number of shares of the series of its preferred stock set forth on Schedule A hereto (the “Preferred Shares”) and a warrant to purchase the number of shares of its common stock set forth on Schedule A hereto (the “Warrant”).
SOMERSET HILLS BANCORPRestricted Stock Grant • April 26th, 2007 • Somerset Hills Bancorp • State commercial banks
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • November 25th, 2009 • Somerset Hills Bancorp • State commercial banks • New Jersey
CHANGE IN CONTROL AGREEMENT (this “Agreement”) made as of this 25th 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 07924-2606 (the “Bank), SOMERSET HILLS BANCORP, Inc. a New Jersey corporation with its principal place of business located at 155 Morristown Rd., Bernardsville, NJ 07924-2606 (the “Company”) (the Bank and the Company collectively, “Employer”), and ____________, an individual residing at ______________________________(“Executive”).
EXHIBIT ANonstatutory Stock Option Agreement • April 26th, 2007 • Somerset Hills Bancorp • State commercial banks
