EXHIBIT 10.8.1
AMENDMENT NO. 1
TO
CHANGE OF CONTROL AGREEMENT
THIS AMENDMENT NO. 1 TO CHANGE OF CONTROL AGREEMENT (this "Amendment"),
dated as of the 21st day of February, 2007, is by and between CENTRAL JERSEY
BANCORP, a New Jersey corporation (the "Company" or "Bancorp"), and Xxxxx X.
Xxxxxxx (the "Executive").
WHEREAS, the Company and the Executive entered into a Change of Control
Agreement as of August 1, 2006 (the "Agreement");
WHEREAS, the Company and the Executive would like to amend Section 1 of
the Agreement to remove certain inconsistencies therein and to otherwise clarify
the meaning thereof.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants, undertakings and representations contained herein, and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Company and the Executive agree as follows:
1. Amendment. Section 1 of the Agreement is hereby amended to read as
follows:
1. Term of Agreement. This Agreement shall be effective as of August
1, 2006 (the "Effective Date"), and shall continue in full force and
effect for so long as the Executive is employed by Bancorp and/or Central
Jersey Bank, N.A., the bank subsidiary of Bancorp (the "Bank"); provided,
however, that this Agreement shall continue in effect after the
termination of Executive's employment, regardless of the reason, for such
period as is necessary to effectuate the rights of the Executive and
Bancorp hereunder and for the Executive and Bancorp to fulfill and observe
their respective obligations set forth herein; provided, further, that if
the Executive's employment is terminated without Cause (as defined below)
by Bancorp prior to a Change of Control Event (as defined below), the
Executive shall be entitled to receive the full benefits under this
Agreement if a Change of Control Event occurs within 12 months after the
effective date of termination of Executive's employment. In other words,
in the event the Executive's employment is terminated without Cause, he
will be entitled to receive the Severance provided for in Section 3(a)
hereof in connection with a Change of Control Event which occurs within 12
months after such termination.
2. Effect: Ratification. The amendment set forth herein is effective
solely for the purpose set forth herein and shall be limited precisely as
written, and shall not be deemed to be a consent to any amendment, waiver or
modification of any other term or condition of the Agreement. Each reference in
the Agreement to "this Agreement," "herein," "hereof" or words of like import
shall mean the Agreement as amended hereby. This Amendment shall be construed in
connection with and as part of the Agreement and all terms, conditions,
representations, warranties, covenants and agreements set forth in the
Agreement, except as herein amended, are hereby ratified and confirmed and shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment
No. 1 to Change of Control Agreement as of the date first written above.
CENTRAL JERSEY BANCORP
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Senior Executive Vice President, Chief
Operating Officer and Secretary
EXECUTIVE
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
