AMENDMENT TO CHANGE IN CONTROL AGREEMENT
AMENDMENT
TO CHANGE IN CONTROL AGREEMENT
THIS
AMENDMENT TO CHANGE IN CONTROL AGREEMENT
(hereinafter "Amendment") dated as of December 3, 2007, by and among UNION
CENTER NATIONAL BANK, a bank chartered under the laws of Congress (hereinafter
the "Bank"), CENTER BANCORP, INC., a New Jersey corporation that owns all of
the
capital stock of the Bank (hereinafter "Bancorp") and XXXXXXXXXXX X. XXXXX
(hereinafter "Employee"),
WHEREAS,
Bancorp, the Bank and the Employee entered into a Change in Control Agreement
effective January 1, 2007 that set forth the terms and conditions of Employee's
employment with the Bank and Bancorp in the event the Bank or Bancorp received
any proposal from a third party concerning the possible acquisition of the
equity securities or assets of the Bank or Bancorp (hereinafter the "January
2007 Change of Control Agreement"); and
WHEREAS,
pursuant to this Amendment the parties wish to amend the January 2007 Change
of
Control Agreement;
NOW,
THEREFORE,
in
consideration of the mutual covenants set forth herein, and the Employee's
continued employment with the Bank and Bancorp, the parties hereby agree as
follows:
1. Paragraph
2 of the January 2007 Change in Control Agreement is hereby modified and shall
henceforth provide:
Term
of Agreement:
The Term
of the January 2007 Change in Control Agreement shall be three (3) years,
effective as of January 1, 2007 and terminating December 31, 2009. The term
of
the January 2007 Change in Control Agreement shall not automatically renew
or be
automatically extended beyond December 31, 2009. Notwithstanding the foregoing,
if a "Change in Control Event" (as defined in the January 2007 Change in Control
Agreement) occurs at any time prior to December 31, 2009, then the term of
the
Agreement shall automatically be extended for a period of one (1)
year
from the
date of such Change in Control Event.
2. Except
as
amended and modified hereinafter, the parties hereto agree that the terms and
conditions of the January 2007 Change in Control Agreement remain in force
and
effect and binding on the parties thereto.
IN
WITNESS WHEREOF,
the
Bank and Bancorp each have, by their appropriate officers, signed and affixed
their respective seal and Employee has signed and sealed this
Agreement.
UNION
CENTER NATIONAL BANK
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By:
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/s/
Xxxxxxx X. Xxxxxxx
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CENTER
BANCORP, INC.
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By:
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/s/
Xxxxxxx X. Xxxxxxx
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/s/
Xxxxxxxxxxx X. Xxxxx
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Xxxxxxxxxxx
X. Xxxxx
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