Two River Bancorp Sample Contracts

AND
Lease Agreement • November 10th, 2005 • Community Partners Bancorp • New Jersey
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LEASE
Lease • November 10th, 2005 • Community Partners Bancorp
Lease Between
Community Partners Bancorp • November 10th, 2005
AND
Lease Agreement • November 10th, 2005 • Community Partners Bancorp
AGREEMENT AND PLAN OF MERGER by and among OCEANFIRST FINANCIAL CORP., HAMMERHEAD MERGER SUB CORP. and TWO RIVER BANCORP Dated as of August 9, 2019
Agreement and Plan of Merger • August 13th, 2019 • Two River Bancorp • State commercial banks • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of August 9, 2019 (this “Agreement”), is by and among OceanFirst Financial Corp., a Delaware corporation (“Parent”), Hammerhead Merger Sub Corp., a New Jersey corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Two River Bancorp, a New Jersey corporation (the “Company”).

Continuation of Benefits Agreement
Continuation of Benefits Agreement • May 15th, 2009 • Community Partners Bancorp • State commercial banks • New Jersey

THIS AGREEMENT (the “Agreement”) is made on and as of this 31st day of October, 2008, by and between Community Partners Bancorp (“CPB”), a corporation organized under the laws of the state of New Jersey which serves as a bank holding company, with its principal office at 1250 Highway 35 South, Middletown, New Jersey 07748; Two River Community Bank (“TRCB”), a banking corporation organized under the laws of the state of New Jersey, with its principal office at 1250 Highway 35 South, Middletown, New Jersey 07748; and Barry B. Davall ( “Executive”), whose business address is 1250 Highway 35 South, Middletown, New Jersey 07748.

FIRST AMENDMENT TO THE TWO RIVER COMMUNITY BANK SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT DATED JANUARY 1, 2005 FOR ANTHA J. STEPHENS
Retirement Agreement • May 15th, 2009 • Community Partners Bancorp • State commercial banks

THIS FIRST AMENDMENT is executed on this 31st day of October, 2008, to be deemed to have been effective as of January 1, 2005, by and between Two River Community Bank, a New Jersey-chartered commercial bank the principal address of which is 1250 Highway 35 South, Middletown, New Jersey 07748, and Antha J. Stephens (the “Executive”).

AND
Sublease Agreement • November 10th, 2005 • Community Partners Bancorp • New Jersey
EXCISE TAX REIMBURSEMENT AGREEMENT
Excise Tax Reimbursement Agreement • July 10th, 2007 • Community Partners Bancorp • State commercial banks • New Jersey

THIS EXCISE TAX REIMBURSEMENT AGREEMENT (this “Agreement”) is made on and as of this first day of June, 2007, by and between Community Partners Bancorp (“CPB”), a corporation organized under the laws of the state of New Jersey which serves as a bank holding company, with its principal office at 1250 Highway 35 South, Middletown, New Jersey 07748, for its subsidiaries, affiliates and itself; and Barry B. Davall (“Executive”), whose business address is 1250 Highway 35 South, Middletown, NJ 07748.

Lease From
Disturbance Agreement • November 10th, 2005 • Community Partners Bancorp • New Jersey
CHANGE IN CONTROL AND ASSUMPTION AGREEMENT
Change in Control and Assumption Agreement • July 10th, 2007 • Community Partners Bancorp • State commercial banks • New Jersey

THIS CHANGE IN CONTROL AND ASSUMPTION AGREEMENT (this “Agreement”) is made on and as of this 1st day of June, 2007, by and between Community Partners Bancorp (“CPB”), a corporation organized under the laws of the state of New Jersey which serves as a bank holding company, with its principal office at 1250 Highway 35 South, Middletown, New Jersey 07748; Two River Community Bank (“TRCB”), a banking corporation organized under the laws of the state of New Jersey, with its principal office at 1250 Highway 35 South, Middletown, New Jersey 07748; and Barry B. Davall (the “Executive”), whose business address is 1250 Highway 35 South, Middletown, NJ 07748.

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VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • August 13th, 2019 • Two River Bancorp • State commercial banks • Delaware

This VOTING AND SUPPORT AGREEMENT, dated as of August 9, 2019 (this “Agreement”), is by and between OceanFirst Financial Corp., a Delaware corporation (“Parent”), and the undersigned shareholder (the “Shareholder”) of Two River Bancorp, a New Jersey corporation (the “Company”). Capitalized terms used herein and not defined herein shall have the meanings specified in the Merger Agreement (as defined below).

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • June 3rd, 2019 • Two River Bancorp • State commercial banks • New Jersey

THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”) is made on and as of the 1st day of June, 2019, by and between Two River Bancorp (“TRB”), a corporation organized under the laws of the state of New Jersey which serves as a bank holding company, with its principal office at 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724; Two River Community Bank (“TRCB” or “Employer”), a banking corporation organized under the laws of the state of New Jersey which is a wholly owned subsidiary of TRB, with its principal office at 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724; and Alan B. Turner (“Executive”), whose business address is 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724. TRB and TRCB are sometimes collectively referred to as the “Company”.

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • April 21st, 2011 • Community Partners Bancorp • State commercial banks • New Jersey

THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”) is made on and as of the 20th day of April, 2011, by and between Community Partners Bancorp (“CPB”), a corporation organized under the laws of the state of New Jersey which serves as a bank holding company, with its principal office at 1250 Highway 35 South, Middletown, New Jersey 07748; Two River Community Bank (“TRCB” or “Employer”), a banking corporation organized under the laws of the state of New Jersey which is a wholly owned subsidiary of CPB, with its principal office at 1250 Highway 35 South, Middletown, New Jersey 07748; and Robert C. Werner (“Executive”), whose business address is 1250 Highway 35 South, Middletown, New Jersey 07748.

FIRST AMENDMENT TO CHANGE IN CONTROL AND ASSUMPTION AGREEMENT
Control and Assumption Agreement • May 15th, 2009 • Community Partners Bancorp • State commercial banks

THIS FIRST AMENDMENT (the “Amendment”) to that certain Change in Control and Assumption Agreement dated June 1, 2007 (the “Change in Control Agreement”) is made on and as of this 30th day of October, 2008, by and between Community Partners Bancorp (“CPB”), a corporation organized under the laws of the state of New Jersey which serves as a bank holding company, with its principal office at 1250 Highway 35 South, Middletown, New Jersey 07748; Two River Community Bank (“TRCB”), a banking corporation organized under the laws of the state of New Jersey, with its principal office at 1250 Highway 35 South, Middletown, New Jersey 07748; and Michael J. Gormley (the “Executive”), whose business address is 1250 Highway 35 South, Middletown, New Jersey 07748.

FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • May 15th, 2009 • Community Partners Bancorp • State commercial banks

THIS FIRST AMENDMENT (the “Amendment”) to that certain Change in Control Agreement dated December 27, 2004 (the “TRCB Change in Control Agreement”) is made on and as of this 31st day of October, 2008, by and between Community Partners Bancorp (“CPB”), a corporation organized under the laws of the state of New Jersey which serves as a bank holding company, with its principal office at 1250 Highway 35 South, Middletown, New Jersey 07748; Two River Community Bank (“TRCB”), a banking corporation organized under the laws of the state of New Jersey, with its principal office at 1250 Highway 35 South, Middletown, New Jersey 07748; and William D. Moss (the “Executive”), whose business address is 1250 Highway 35 South, Middletown, New Jersey 07748.

AMENDMENT TO CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • August 13th, 2019 • Two River Bancorp • State commercial banks • New Jersey

THIS AMENDMENT TO THE CHANGE IN CONTROL AGREEMENT (this “Amendment Agreement”) is made on and as of the 9th day of August, 2019, by and between Two River Bancorp (“TRB”), a corporation organized under the laws of the state of New Jersey, with its principal office at 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724; Two River Community Bank (“TRCB” or “Employer”), a bank organized under the laws of the state of New Jersey and wholly owned subsidiary of TRB, with its principal office at 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724; and ALAN B. TURNER (“Executive”), whose business address is 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724.

EMPLOYMENT AGREEMENT
Employment Agreement • June 3rd, 2019 • Two River Bancorp • State commercial banks • New Jersey

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made on and as of the 1ST day of June, 2019, by and between Two River Bancorp (“TRB”), a corporation organized under the laws of the state of New Jersey which serves as a bank holding company, with its principal office at 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724; Two River Community Bank (“TRCB”), a banking corporation organized under the laws of the state of New Jersey which is a wholly owned subsidiary of TRB, with its principal office at 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724; and William D. Moss (“Executive”), whose business address is 766 Shrewsbury Avenue, Tinton Falls, New Jersey 077248. TRB and TRCB are sometimes collectively referred to as the “Company”.

COMMUNITY PARTNERS BANCORP SHAREHOLDER RIGHTS PLAN SHAREHOLDER RIGHTS AGREEMENT, by and between Community Partners Bancorp and Registrar and Transfer Company, as Rights Agent July 20, 2011
Shareholder Rights Agreement • July 26th, 2011 • Community Partners Bancorp • State commercial banks • New Jersey

This SHAREHOLDER RIGHTS AGREEMENT, made and entered into as of July 20, 2011 (as amended, restated or otherwise modified from time to time in accordance herewith, this “Agreement”), by and between Community Partners Bancorp, a New Jersey corporation (together with its successors, the “Corporation”), and Registrar and Transfer Company, a New Jersey corporation, as Rights Agent (together with its permitted successors in such capacity, the “Rights Agent”).

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • August 23rd, 2013 • Two River Bancorp • State commercial banks • New Jersey

THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”) is made on and as of the 1st day of June, 2013, by and between Two River Bancorp (“TRB”), a corporation organized under the laws of the state of New Jersey which serves as a bank holding company, with its principal office at 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724; Two River Community Bank (“TRCB” or “Employer”), a banking corporation organized under the laws of the state of New Jersey which is a wholly owned subsidiary of TRB, with its principal office at 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724; and A. Richard Abrahamian (“Executive”), whose business address is 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724.

THIRD AMENDMENT TO THE TWO RIVER COMMUNITY BANK SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT DATED JANUARY 1, 2005 FOR ALAN TURNER
Retirement Agreement • August 16th, 2010 • Community Partners Bancorp • State commercial banks

THIS THIRD AMENDMENT is executed on and as of this 1st day of June, 2010, by and between Two River Community Bank, a New Jersey-chartered commercial bank the principal address of which is 1250 Highway 35 South, Middletown, New Jersey 07748, and Alan Turner (the “Executive”).

TWO RIVER COMMUNITY BANK SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
Supplemental Executive Retirement Agreement • May 15th, 2012 • Community Partners Bancorp • State commercial banks • New Jersey

This Supplemental Executive Retirement Agreement (the “Agreement”), by and between Two River Community Bank, located in Middletown, New Jersey (the “Employer”), and A. Richard Abrahamian (the “Executive”), effective as of the 1st day of January, 2012, formalizes the agreements and understanding between the Employer and the Executive.

FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • May 29th, 2015 • Two River Bancorp • State commercial banks

THIS FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT (this “Amendment”) is made on and as of May 29, 2015, by and between Two River Bancorp (“TRB”), a corporation organized under the laws of the State of New Jersey which serves as a bank holding company, with its principal office at 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724; Two River Community Bank (“TRCB” or “Employer”), a banking corporation organized under the laws of the State of New Jersey which is a wholly owned subsidiary of TRB, with its principal office at 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724; and Alan B. Turner (“Executive”), whose business address is 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724.

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