AMENDMENT AGREEMENT
EXHIBIT
99.1
AMENDMENT
AGREEMENT
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 000 Xxxxxxxxxx Xxxx, Xxxxxxxxxxxxx, Xxx Xxxxxx 00000 (“Employer”) and
Xxxxxxx X. XxXxxxx, Xx., an individual residing at 00 Xxxxxxxxxx Xxxx, Xxxxxxx,
Xxx Xxxxxx 00000 (“Employee”) dated March 8, 2001 and amended May 15, 2003 (the
“Employment Agreement”).
WHEREAS,
subsequent to the adoption of the Employment Agreement, Section 409A has been
added to the Internal Revenue Code of 1986, as amended (the
“Code”);
WHEREAS,
the Employer and Employee wish to amend the Employment Agreement to ensure
compliance with Section 409A of the Code;
NOW,
THEREFORE, the parties hereto hereby agree as follows:
1. Section
4.3(c) of the Employment Agreement is deleted in its entirety and replaced
with
the following:
“Section
4.3(c): For purposes of this Agreement, disability shall mean if the
Employee is unable to engage in any substantial gainful activity by reason
of
any medically determinable physical or mental impairment that can be expected
to
result in death or can be expected to last for a continuous period of not less
than 12 months, or the Employee receiving income replacement benefits for a
period of not less than three months under an accident and health plan covering
employees of the Employer. Employee will also be deemed disabled if determined
to be totally disabled by the Social Security Administration or in accordance
with a disability insurance program, provided that the definition of Disability
applied under such disability insurance program complies with the requirements
of Treasury regulation 1.409A-3(g)(4).”
2. Section
7.6(b) of the of the Employment Agreement is deleted in its entirety and
replaced with the following:
“Section
7.6(b): For purposes of this Agreement, a “change in control” of the
Employer shall be deemed to occur when any one person, or more than one person
acting as a group as determined under Internal Revenue Code regulation section
1.409A-3(i)(v)(5)(B) (i) acquires ownership of stock of the Employer that
constitutes more than 50 percent of the total fair market value or total voting
power of the Employer, (ii) the date said person or group acquires ownership
of
stock of the Employer possessing 30 percent or more of the total voting power
of
the stock of the Employer; (iii) the date a majority of members of the
Employer’s Board of Directors is replaced during any twelve (12) -month period
by directors whose appointment or election is not endorsed by a majority of
the
members of the Employer’s board of directors before the date of the appointment
or election;
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(iv)
upon
the change in the ownership of a substantial portion of the Employer, which,
for
this purpose, shall be deemed to occur on the date that any one person, or
more
than one person acting as a group, acquires (or has acquired during the 12-month
period ending on the date of the most recent acquisition by such person or
persons) assets from the Employer that have a total gross fair market value
equal to or more than 40 percent of the total gross fair market value of all
of
the assets of the Employer immediately before such acquisition or acquisitions
or (v) the Employer engages in any merger, consolidation or similar transaction
as a result of which the holders of a majority of the voting power of the
outstanding stock of the Employer do not continue to hold a majority of the
voting power of the outstanding stock of the resulting entity from the
transaction.”
3. Except
as amended hereby, the terms and conditions of the Employment Agreement shall
remain in full force and effect, unaltered in any way.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of this 26th
day of September, 2007.
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By:
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/s/ Xxxxxx
X. Deutsch
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XXXXXX
X. DEUTSCH,
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Chairman
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/s/ Xxxxxxx
X. XxXxxxx, Xx.
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XXXXXXX
X. XxXXXXX, XX.
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