AMENDMENT AGREEMENT
EXHIBIT
99.2
AMENDMENT
AGREEMENT
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 000 Xxxxxxxxxx Xxxx, Xxxxxxxxxxxxx, Xxx Xxxxxx 00000
(“Employer”) and Xxxxxx Xxxxx, an individual residing at 00 Xxxxxxx Xxxxxx,
Xxxxxxxxxx, Xxx Xxxxxx 00000 (“Employee”) dated May 15, 1998 and amended on
March 1, 2004 and March 31, 2005 (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
7.7(b) of the of the Employment Agreement is deleted in its entirety and
replaced with the following:
“Section
7.7(b): For purposes of this Agreement, a “change in control” 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 Somerset Hills Bancorp
(the “Parent”) that constitutes more than 50 percent of the total fair market
value or total voting power of the Parent, (ii) the date said person or group
acquires ownership of stock of the Parent possessing 30 percent or more of
the
total voting power of the stock of the Parent; (iii) the date a majority of
members of the Parent’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 Parent’s board of directors before the date of
the appointment or election; (iv) upon the change in the ownership of a
substantial portion of the Parent, which, for this purpose, shall be deemed
to
occur on the date that any one
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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 Parent 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 Parent immediately before such acquisition or acquisitions
or
(v) the Parent 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 Parent 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/ Xxxxxx
Xxxxx
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XXXXXX
XXXXX
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