AGREEMENT AND PLAN OF MERGER by and among OCEANFIRST FINANCIAL CORP., JUSTICE MERGER SUB CORP. and CAPE BANCORP, INC. Dated as of January 5, 2016Merger Agreement • January 7th, 2016 • Cape Bancorp, Inc. • State commercial banks • Maryland
This AGREEMENT AND PLAN OF MERGER, dated as of January 5, 2016 (this “Agreement”), is by and among OceanFirst Financial Corp., a Delaware corporation (“Parent”), Justice Merger Sub Corp., a Maryland corporation and a wholly-own Subsidiary of Parent (“Merger Sub”), and Cape Bancorp, Inc., a Maryland corporation (the “Company”).
AGREEMENT BETWEEN CAPE BANCORP, INC. AND JAMES J. LYNCH AND PATRIOT FINANCIAL PARTNERS, L.P.Board Member Agreement • February 10th, 2009 • Cape Bancorp, Inc. • State commercial banks • Maryland
EMPLOYMENT AGREEMENT FOR MICHAEL D. DEVLINEmployment Agreement • September 24th, 2014 • Cape Bancorp, Inc. • State commercial banks • New Jersey
This Employment Agreement (the “Agreement”) is effective as of the 1st day of October, 2014 (the “Effective Date”), by and between Cape Bank, a New Jersey chartered stock bank (the “Bank”), with its principal offices at Cape May Court House, New Jersey, and Michael D. Devlin (“Executive”). Any reference herein to the “Company” shall mean Cape Bancorp, Inc., the holding company of the Bank.
CAPE BANK EMPLOYEES’ SAVINGS & PROFIT SHARING PLAN AND TRUSTAdoption Agreement • July 22nd, 2010 • Cape Bancorp, Inc. • State commercial banks • New York
This Plan and Trust, as evidenced hereby, and the applicable Adoption Agreement and Trust Agreement(s), are designed and intended to qualify in form as a qualified profit sharing plan and trust under the applicable provisions of the Internal Revenue Code of 1986, as now in effect or hereafter amended, or any other applicable provisions of law including, without limitation, the Employee Retirement Income Security Act of 1974, as amended.
EXECUTIVE CHANGE IN CONTROL AGREEMENT FOR EDWARD J. GELETKAExecutive Change in Control Agreement • July 23rd, 2015 • Cape Bancorp, Inc. • State commercial banks • New Jersey
This Executive Change in Control Agreement (the “Agreement”) is effective as of the 20th day of July, 2015 (the “Effective Date”), by and between Cape Bank, a New Jersey chartered stock bank (the “Bank”), with its principal offices at Cape May Court House, New Jersey, and Edward J. Geletka (“Executive”). Any reference herein to the “Company” shall mean Cape Bancorp, Inc., the holding company of the Bank.
CAPE SAVINGS BANK FORM OF AMENDED AND RESTATED PHANTOM RESTRICTED STOCK AGREEMENTPhantom Restricted Stock Agreement • November 8th, 2007 • Cape Bancorp, Inc. • State commercial banks • New Jersey
THIS AGREEMENT, originally entered into on the ___ day of __________, ________, by and between CAPE SAVINGS BANK, a State/Mutual Savings Bank located in Cape May Court House, New Jersey (the “Company”), and ______________ (the “Executive”) and amended on _________ __, ____ and _________ __, ____, is hereby amended and restated on this ________ day of __________________, _____, and shall be effective as of January 1, 2005.
EMPLOYMENT AGREEMENTEmployment Agreement • September 19th, 2007 • Cape Bancorp, Inc. • New Jersey
This Employment Agreement (the “Agreement”) is made effective as of January 1st, 2007 (the “Effective Date”), by and between Cape Savings Bank, a New Jersey-chartered mutual savings bank with its principal office in Cape May Court House, New Jersey (the “Bank”) and Robert J. Boyer (“Executive”).
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN CAPE BANCORP, INC. AND COLONIAL FINANCIAL SERVICES, INC. SEPTEMBER 10, 2014Merger Agreement • September 11th, 2014 • Cape Bancorp, Inc. • State commercial banks • Maryland
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 10, 2014, is by and between Cape Bancorp, Inc., a Maryland corporation (“Cape Bancorp”) and Colonial Financial Services, Inc., a Maryland corporation (“Colonial Financial”). Each of Cape Bancorp and Colonial Financial is sometimes individually referred to herein as a “party,” and Cape Bancorp and Colonial Financial are collectively sometimes referred to as the “parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • September 19th, 2007 • Cape Bancorp, Inc. • New Jersey
This Agreement is entered into this 26th day of July, 2007, by and between Cape Savings Bank (the “Bank”), a New Jersey chartered savings bank, and Michael D. Devlin (the “Executive”), and is to be effective at the effective time of the Merger (as defined below) of Boardwalk Bank into the Bank. References to the “Company” mean Cape Bancorp, Inc., a Maryland corporation and the holding company of the Bank.
FORM OF CHANGE IN CONTROL AGREEMENT (One-Year Term)Change in Control Agreement • September 19th, 2007 • Cape Bancorp, Inc. • New Jersey
This Change in Control Agreement (this “Agreement”) is entered into this day of , 2007, by and between Cape Savings Bank, a New Jersey chartered savings bank with its principal office in Cape May Court House, New Jersey (the “Bank”), and (“Executive”), and is to be effective on the effective date (the “Effective Date”) of the Merger (as defined below).
September ___, 2015 [Executive] [Title] Cape BankChange in Control Agreement • September 22nd, 2015 • Cape Bancorp, Inc. • State commercial banks
CAPE SAVINGS BANK AMENDED AND RESTATED DIRECTOR RETIREMENT AGREEMENTDirector Retirement Agreement • September 19th, 2007 • Cape Bancorp, Inc. • New Jersey
THIS DIRECTOR RETIREMENT AGREEMENT (the “Agreement”) originally entered into on the 26th day of December, 2000, by and between CAPE SAVINGS BANK, a state savings bank located in Cape May Court House, New Jersey (the “Company”) and (the “Director”), is hereby amended and restated on this day of , 2006, and shall be effective as of January 1, 2005.
JANNEY MONTGOMERY SCOTT LLCMerger Agreement • November 8th, 2007 • Cape Bancorp, Inc. • State commercial banks
Boardwalk Bancorp, Inc. (“Boardwalk”) and Cape Savings Bank (“Cape Savings”) have entered into an Agreement and Plan of Reorganization (“Merger Agreement”) providing for the merger of Boardwalk with and into Cape Savings. The proposed merger consideration is outlined in the Merger Agreement dated July 26, 2007. You have requested our opinion, as of the date hereof, whether the aggregate merger consideration pursuant to the Merger Agreement is fair, from a financial point of view, to the shareholders of Boardwalk.
EMPLOYMENT AGREEMENT FOR MICHAEL D. DEVLINEmployment Agreement • June 26th, 2009 • Cape Bancorp, Inc. • State commercial banks • New Jersey
This Employment Agreement (the “Agreement”) is effective as of the 1st day of June, 2009 (the “Effective Date”), by and between Cape Bank, a New Jersey chartered stock bank (the “Bank”), with its principal offices at Cape May Court House, New Jersey, and Michael D. Devlin (“Executive”). Any reference herein to the “Company” shall mean Cape Bancorp, Inc., the holding company of the Bank.
CHANGE IN CONTROL AGREEMENT FOR DONALD K. DODSONChange in Control Agreement • October 6th, 2010 • Cape Bancorp, Inc. • State commercial banks • New Jersey
This Change in Control Agreement (the “Agreement”) is effective as of the 1st day of October, 2010 (the “Effective Date”), by and between Cape Bank, a New Jersey chartered stock bank (the “Bank”), with its principal offices at Cape May Court House, New Jersey, and (“Executive”). Any reference herein to the “Company” shall mean Cape Bancorp, Inc., the holding company of the Bank.
AGREEMENT OF SALEAgreement of Sale • April 14th, 2011 • Cape Bancorp, Inc. • State commercial banks • New Jersey
This Agreement of Sale (“Agreement”) made this 11th day of April, 2011, by and between Cape Regional Holdings, LLC, a New Jersey limited liability company of which Cape Regional Health System, Inc. is the sole member, with an address of Two Stone Harbor Boulevard, Cape May Court House, New Jersey 08210 (the “Buyer”) and Cape Bancorp, Inc., a New Jersey corporation, with an office at 225 North Main Street, Cape May Court House, New Jersey 08210 (the “Seller”).
CAPE SAVINGS BANK FORM OF AMENDED AND RESTATED PHANTOM INCENTIVE STOCK OPTION AGREEMENTPhantom Incentive Stock Option Agreement • November 8th, 2007 • Cape Bancorp, Inc. • State commercial banks • New Jersey
THIS AGREEMENT, originally entered into on the ____ day of ________, ____, by and between CAPE SAVINGS BANK, a State/Mutual Savings Bank located in Cape May Court House, New Jersey (the “Company”), and ______________ (the “Executive”), and amended on _______ __, ____, and ____ __, ____, is hereby amended and restated on this ________ day of __________________, ______, and shall be effective as of January 1, 2005.
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG CAPE BANCORP, INC., CAPE SAVINGS BANK AND BOARDWALK BANCORP, INC. AND BOARDWALK BANK JULY 26, 2007Merger Agreement • September 19th, 2007 • Cape Bancorp, Inc. • New Jersey
This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”), is dated as of July 26, 2007, by and among CAPE SAVINGS BANK, a New Jersey-chartered mutual savings bank (“Cape Savings”), CAPE BANCORP, INC., a Maryland corporation in formation (“Cape Bancorp”) and BOARDWALK BANCORP, INC., a New Jersey corporation (“Boardwalk Bancorp”), and its wholly owned subsidiary, BOARDWALK BANK, a New Jersey state bank.
CAPE BANCORP, INC. (a Maryland Corporation) Up to 10,580,000 Shares (Subject to Increase Up to 12,167,000 Shares) COMMON STOCK ($0.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENTAgency Agreement • October 29th, 2007 • Cape Bancorp, Inc. • State commercial banks • New Jersey
July 26, 2007Appraisal Services Agreement • September 19th, 2007 • Cape Bancorp, Inc.
This letter sets forth the agreement between Cape Savings Bank (the “Bank”) and RP® Financial, LC. (“RP Financial”) for appraisal services in connection with the proposed stock offering and the simultaneous acquisition of Boardwalk Bancorp, Inc. (“Boardwalk”). In conjunction with this letter, RP Financial hereby confirms our independence from the Bank, Boardwalk and any other parties participating in the transaction. RP Financial further confirms that there are no factors, historical or current, that would influence RP Financial’s ability to render appraisal services in an independent manner consistent with regulatory policies. The specific appraisal services to be rendered by RP Financial are described below.
CAPE SAVINGS BANK FORM OF AMENDED AND RESTATED PHANTOM INCENTIVE STOCK OPTION AGREEMENTPhantom Incentive Stock Option Agreement • September 19th, 2007 • Cape Bancorp, Inc. • New Jersey
THIS AGREEMENT, originally entered into on the ____ day of ________, ____, by and between CAPE SAVINGS BANK, a State/Mutual Savings Bank located in Cape May Court House, New Jersey (the “Company”), and ______________ (the “Executive”), and amended on _______ __, ____, and ____ __, ____, is hereby amended and restated on this ________ day of __________________, ______, and shall be effective as of January 1, 2005.
