Exhibit 10.7
AMENDED AND RESTATED
AGREEMENT AND PLAN OF MERGER
LAKELAND BANK
(Receiving Bank)
and
METROPOLITAN STATE BANK
(Merging Bank)
This Amended and Restated Agreement and Plan of Merger is made on the 8th
day of December, 1999, between Lakeland Bank, a New Jersey state chartered
banking association ("Lakeland"), and Metropolitan State Bank, a New Jersey
state chartered banking association ("Metropolitan").
I. BACKGROUND
Both Lakeland and Metropolitan are wholly-owned subsidiaries of Lakeland
Bancorp, Inc., a New Jersey bank holding company ("Bancorp"). Bancorp has
determined that it is in Lakeland's and Metropolitan's best interests to merge
Metropolitan into Lakeland (the "Merger").
NOW, THEREFORE, in consideration of these premises and the mutual
covenants contained herein, the parties agree as follows:
II. TERMS OF MERGER; CONVERSION OF SHARES
2.1 The name of the merging bank is Metropolitan State Bank.
Metropolitan has its principal office located at 000 Xxxxxxxxxxxx Xxxx,
Xxxxxxxxx, Xxx Xxxxxx 00000 and has a branch office located at 0000 Xxxxxxxxxx
Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx 00000.
2.2 The name of the receiving bank is Lakeland Bank. Lakeland has its
principal administration office located at 000 Xxx Xxxxx Xxxx, Xxx Xxxxx, Xxx
Xxxxxx 00000 and has branch offices located at the addresses listed on Exhibit A
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to this Agreement.
2.3 Upon consummation of the Merger, the receiving bank shall be known
as Lakeland Bank.
2.4 At the effective time of the Merger, Metropolitan shall be merged
into Lakeland Bank. Lakeland Bank shall succeed to all of the rights,
obligations, assets, and liabilities of Metropolitan, as provided by law. The
present certificate of incorporation, by-laws, directors, and officers of
Lakeland Bank shall not be changed by the Merger.
2.5 The directors of the receiving bank shall be:
Xxxx X. Xxxxxxxxxx
Xxxxxx X. Xxxxxxxxx
Xxxxxx X. Xxxxx
Xxxxx Xxxxx
Xxxxx X. Xxxxxx
Xxxx Xxx Xxxxxx
Xxxx X. Xxxxxxxxxx
Xxxx X. Xxxxxxxxxx
Xxxxxx X'Xxxx
Xxxx Xxxx, Xx.
2.6 The officers of the receiving bank shall be:
Xxxx X. Xxxxxxxxxx - Chairman of the Board
Xxxxxx X. Xxxxxxxxx - Vice Chairman of the Board
Xxxxxx X. Xxxxx - President
Xxxxx X. Xxxxxx - Vice President and Secretary
Xxxxxxx Xxxxxxxx - Vice President and Treasurer
Xxxxx Xxxxxx - Controller
Xxxxxx X. Xxxxxxxx - Vice President
Xxxxxx X. Xxxxx - Vice President
Xxxxxxxxxx Xxxxxxxxx - Vice President
Xxxxxx Xxxxx - Vice President
Xxxxxxx X. Xxxxxxxxx - Vice President
Xxxx XxXxxxxx - Vice President
Xxxxx Xxxxx - Vice President
2.7 Upon consummation of the Merger, the location of the principal
administration office of the receiving bank shall be 000 Xxx Xxxxx Xxxx, Xxx
Xxxxx, Xxx Xxxxxx 00000.
2.8 Upon consummation of the Merger, the locations of the branch offices
of the receiving bank are listed on Exhibit B attached hereto.
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2.9 The Merger shall be effective as of the close of business on the
first date on which all requisite regulatory approvals have been received, all
statutory writing periods have expired and Lakeland and Metropolitan have filed
certifications with the New Jersey Department of Banking that the sole
shareholder of each corporation has approved this Agreement and the Merger in
accordance with Section 17:9A-137 of the New Jersey Banking Act of 1948.
2.10 Upon completion of the Merger, the receiving bank will have capital
stock equal to $4,504,778, which shall be divided into 1,801,911 shares, par
value of $2.50 per share, and capital surplus of $16,498,881.
2.11 At the effective time of the Merger, the 711,868 outstanding shares
of Metropolitan, all of which are owned by Bancorp, shall be exchanged for the
cash payment by Lakeland to Bancorp of five dollars and no cents ($5.00).
III. MISCELLANEOUS
3.1 This Agreement may not be amended or supplemented except by a
writing executed by all the parties hereto.
3.2 The captions and section headings of this Agreement are included for
convenience and reference only, shall not be deemed or construed to be a part of
this Agreement, and shall in no way define, limit, describe or otherwise affect
this Agreement or any part thereof.
3.3 This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and to their respective successors and assigns.
3.4 This Agreement shall be governed by and construed according to the
laws of the State of New Jersey.
[Signature page follows]
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed on its behalf by its duly authorized officer.
METROPOLITAN STATE BANK
By: /s/ Xxxx X. Xxxxxxxxxx
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Name: Xxxx X. Xxxxxxxxxx
Title: Chairman, President and CEO
LAKELAND BANK
By: /s/ Xxxxxx X. Xxxxx
-------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman and CEO
EXHIBIT A
Lakeland Bank Offices (Prior to Merger):
Newfoundland (Principal Banking) Office: Bloomingdale Office:
One Lakeland Plaza 00 Xxxx Xxxxxx
Xxxxxxxxxxxx, Xxx Xxxxxx 00000 Xxxxxxxxxxxx, Xxx Xxxxxx 00000
973.697.2040 973.838.7300
Butler Office: Byram Office:
0000 Xxxxx 00 80 U.S. Highway 206
Butler, New Jersey 07405 Xxxxxxxx, Xxx Xxxxxx 00000
973.838.1133 973.448.2961
Xxxxx Ave. Office: Xxxxxx Office:
0 Xxxxx Xxxxxx 0000 Xxxxx Xxxxxx Xxxx
Xxxxxx, Xxx Xxxxxx 00000 Xxxxxx, Xxx Xxxxxx 00000
973.283.9488 973.728.7100
Xxxxxx Office: Newton Office:
0000 Xxxxxxxxx Xxxxxx Xxxx Xxx Xxxxxxx Xxxxx
Xxx Xxxxx, Xxx Xxxxxx 00000 Xxxxxx, Xxx Xxxxxx 00000
973.697.4600 973.579.1114
Ringwood Office: Rockaway Office:
00 Xxxxxxx Xxxxx Xxxxxxxx Xxxxxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxxxx 00000 Xxxxxxxx, Xxx Xxxxxx 00000
973.962.4400 973.989.8627
Sparta Office: Wanaque Office:
000 Xxxxxx Xxxxxx 000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxx Xxxxxx 00000 Xxxxxxx, Xxx Xxxxxx 00000
973.729.8181 973.839.5000
Wantage Office: West Milford Office:
000 Xxxxx Xxxxx 00 1527 Union Valley Road
Sussex, New Jersey 00000 Xxxx Xxxxxxx, Xxx Xxxxxx 00000
973.875.3136 973.728.7780
Wharton Office: Wyckoff Office:
000 Xxxxx Xxxx Xxxxxx 000 Xxxxxxx Xxxxxx
Xxxxxxx, Xxx Xxxxxx 00000 Xxxxxxx, Xxx Xxxxxx 00000
973.989.1520 201.847.2480
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EXHIBIT B
Lakeland Bank Offices (After Consummation of Merger):
Newfoundland (Principal Banking)Office: Bloomingdale Office:
One Lakeland Plaza 00 Xxxx Xxxxxx
Xxxxxxxxxxxx, Xxx Xxxxxx 00000 Xxxxxxxxxxxx, Xxx Xxxxxx 00000
973.697.2040 973.838.7300
Butler Office: Byram Office:
0000 Xxxxx 00 80 U.S. Highway 206
Butler, New Jersey 07405 Xxxxxxxx, Xxx Xxxxxx 00000
973.838.1133 973.448.2961
Xxxxx Ave. Office: Xxxxxx Office:
0 Xxxxx Xxxxxx 0000 Xxxxx Xxxxxx Xxxx
Xxxxxx, Xxx Xxxxxx 00000 Xxxxxx, Xxx Xxxxxx 00000
973.283.9488 973.728.7100
Xxxxxx Office: Newton Office:
0000 Xxxxxxxxx Xxxxxx Xxxx Xxx Xxxxxxx Xxxxx
Xxx Xxxxx, Xxx Xxxxxx 00000 Xxxxxx, Xxx Xxxxxx 00000
973.697.4600 973.579.1114
Ringwood Office: Rockaway Office:
00 Xxxxxxx Xxxxx Xxxxxxxx Xxxxxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxxxx 00000 Xxxxxxxx, Xxx Xxxxxx 00000
973.962.4400 973.989.8627
Sparta Office: Wanaque Office:
000 Xxxxxx Xxxxxx 000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxx Xxxxxx 00000 Xxxxxxx, Xxx Xxxxxx 00000
973.729.8181 973.839.5000
Wantage Office: West Milford Office:
000 Xxxxx Xxxxx 00 1527 Union Valley Road
Sussex, New Jersey 00000 Xxxx Xxxxxxx, Xxx Xxxxxx 00000
973.875.3136 973.728.7780
Wharton Office: Wyckoff Office:
000 Xxxxx Xxxx Xxxxxx 000 Xxxxxxx Xxxxxx
Xxxxxxx, Xxx Xxxxxx 00000 Xxxxxxx, Xxx Xxxxxx 00000
973.989.1520 201.847.2480
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EXHIBIT B (Continued)
Montville Office: Fairfield Office:
000 Xxxxxxxxxxxx Xxxx 0000 Xxx Xxxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000 Xxxxxxxxx, Xxx Xxxxxx 00000
973.882.0800 973.575.7373
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