November 30, 2004 AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (PETER CROCITTO) 2004 THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (this “Agreement”), is made as of this 30th day of November, 2004, among VALLEY NATIONAL BANK (“Bank”), a...Change in Control Agreement • December 2nd, 2004 • Valley National Bancorp • National commercial banks
WHEREAS, to achieve that goal, and to retain the Executive’s services prior to any such activity, the Board of Directors and the Executive have agreed to enter into this Agreement to govern the Executive’s termination benefits in the event of a Change in Control of the Company, as hereinafter defined; and WHEREAS, the Executive and the Company had entered into a Change in Control Agreement dated as of January 1, 1998, which was amended and restated on January 1, 1999, and have agreed to further amend and restate that agreement with this Agreement. NOW, THEREFORE, to assure the Company that it will have the continued dedication of the Executive and the availability of his advice and counsel notwithstanding the possibility, threat or occurrence of an acquisition or a bid to take over control of the Company, and to induce the Executive to remain in the employ of the Company, and for other good and valuable consideration, the Company and the Executive, each intending to be legally bound he
ContractControl Agreement • December 2nd, 2004 • Valley National Bancorp • National commercial banks
November 30, 2004 CHANGE IN CONTROL AGREEMENT (Stephen P. Davey, Senior Vice President) 2004 THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”), is made as of this 30th day of November, 2004, among VALLEY NATIONAL BANK (“Bank”), a national banking association with its principal office at 1455 Valley Road, Wayne, New Jersey, VALLEY NATIONAL BANCORP (“Valley”), a New Jersey corporation which maintains its principal office at 1455 Valley Road, Wayne, New Jersey (Valley and the Bank collectively are the “Company”) and STEPHEN P. DAVEY (the “Executive”). BACKGROUND WHEREAS, the Executive has been continuously employed by the Bank for at least three full years; WHEREAS, the Boards of Directors of the Bank and Valley (either one, the “Board of Directors” and, together, the “Company Boards”) believe that the future services of the Executive are of great value to the Bank and Valley and that it is important for the growth and development of the Bank that the Executive continue in his position
ContractChange in Control Agreement • December 2nd, 2004 • Valley National Bancorp • National commercial banks
November 30, 2004 AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT JAMES G. LAWRENCE 2004 THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”), is made as of this 30th day of November, 2004, among VALLEY NATIONAL BANK (“Bank”), a national banking association with its principal office at 1455 Valley Road, Wayne, New Jersey, VALLEY NATIONAL BANCORP (“Valley”), a New Jersey corporation which maintains its principal office at 1455 Valley Road, Wayne, New Jersey (Valley and the Bank collectively are the “Company”) and JAMES G. LAWRENCE (the “Executive”). BACKGROUND WHEREAS, the Executive has been employed by Valley and the Bank for many years pursuant to an Employment Agreement with Merchants New York Bancorp, Inc. dated January 25, 2000 as modified by an Employment Continuation and Non-Competition Agreement dated September 5, 2000 (collectively, the “Employment Agreement”); WHEREAS, the Executive throughout his tenure has worked diligently in his position in the business of the Bank and
EMPLOYMENT CONTINUATION AND NON-COMPETITION AGREEMENT BY AND BETWEEN JAMES G. LAWRENCE VALLEY NATIONAL BANCORP, a New Jersey Corporation and VALLEY NATIONAL BANK, a national bank DATED: As of September 5, 2000Competition Agreement • December 2nd, 2004 • Valley National Bancorp • National commercial banks • New Jersey
EMPLOYMENT CONTINUATION AND NON-COMPETITION AGREEMENT THIS EMPLOYMENT CONTINUATION AND NON-COMPETITION AGREEMENT (this “Agreement”), is entered into as of September 5, 2000 by and among Valley Bancorp, a New Jersey corporation (“Valley”), Valley National Bank, a national bank (the “Bank”), (Valley and the Bank are jointly hereinafter referred to as the “Company”) and James G. Lawrence (hereinafter referred to as the “Executive”). BACKGROUND WHEREAS, the Executive is currently employed by The Merchants Bank of New York ("Merchants Bank") and Merchants New York Bancorp, Inc. ("Merchants"); and WHEREAS,Valley and the Bank have entered into an Agreement and Plan of Merger, dated September 5, 2000 (the “Merger Agreement”) pursuant to which Merchants will be merged into Valley and Merchants Bank will be merged into the Bank, and the Executive will become an employee of the Bank; WHEREAS, the Boards of Directors of the Bank and Valley each are of the opinion that it would be of substantial va
Name of Employee: _______________________________ No. of Shares: _________________Valley National Bancorp • December 2nd, 2004 • National commercial banks • New Jersey
VALLEY NATIONAL BANCORP RESTRICTED STOCK AWARD AGREEMENT VALLEY NATIONAL BANCORP, a New Jersey corporation (the “Company”), this ____________ day of________________ (the “Award Date”) hereby grants to _______________________________________________ ______________________________ (the “Employee”), an employee of the Company, pursuant to the Company’s 1999 Long-Term Stock Incentive Plan (the “Plan”), shares of the Common Stock, no par value, of the Company subject to the restrictions set forth herein (“Restricted Stock”) in the amount and on the terms and conditions hereinafter set forth. 1. Incorporation by Reference of Plan. The provisions of the Plan, a copy of which is being furnished herewith to the Employee, are incorporated by reference herein and shall govern as to all matters not expressly provided for in this Agreement. Capitalized terms not defined herein have the meanings set forth in the Plan. In the event of any conflict between the terms of this Agreement and the Plan, the
Name of Employee: __________________________ No. of Shares: ________________ Exercise Price: _____________Valley National Bancorp • December 2nd, 2004 • National commercial banks • New Jersey
VALLEY NATIONAL BANCORP INCENTIVE STOCK OPTION AGREEMENT VALLEY NATIONAL BANCORP, a New Jersey corporation (the “Company”), this _______ day of ________________ (the “Option Date”) hereby grants to __________________________________ (Employee”), an employee of the Company or a subsidiary thereof, pursuant to the Company’s 1999 Long-Term Stock Incentive Plan, as amended (the “Plan”), an option to purchase shares of the Common Stock, no par value, of the Company (“Common Stock”) in the amount and on the terms and conditions hereinafter set forth.
Name of Employee: __________________________ No. of Shares: ________________ Exercise Price: _____________Valley National Bancorp • December 2nd, 2004 • National commercial banks • New Jersey
VALLEY NATIONAL BANCORP NONQUALIFIED STOCK OPTION AGREEMENT VALLEY NATIONAL BANCORP, a New Jersey corporation (the “Company”), this _____ day of ________, 1999, (the “Option Date”) hereby grants to ___________________ (the “Employee”), an employee of the Company or a subsidiary thereof, pursuant to the Company’s Long Term Stock Incentive Plan (the “Plan”), an option to purchase shares of the Common Stock, no par value, of the Company (“Common Stock”) in the amount and on the terms and conditions hereinafter set forth. 1. Incorporation by Reference of Plan. The provisions of the Plan, a copy of which is being furnished herewith to the Employee, are incorporated by reference herein and shall govern as to all matters not expressly provided for in this Agreement. Terms not defined herein have the meanings set forth in the Plan. In the event of any conflict between the terms of this agreement and the Plan, the terms of the Plan shall govern. 2. Grant of Option. The Company hereby grants t
ContractEmployment Agreement • December 2nd, 2004 • Valley National Bancorp • National commercial banks • New York
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into this 25th day of January, 2000, and sets forth the terms and conditions of employment between James C. Lawrence (“Executive”) and MERCHANTS NEW YORK BANCORP, a Delaware corporation (“Bancorp”; collectively with its subsidiary The Merchants Bank of New York (“Bank” referred to in this Agreement as “Employer”), for whom Executive shall render services hereunder. WHEREAS, Employer desires to employ Executive on the terms and conditions set faith in this Agreement, and Executive is willing to render services to Employer and to commit to the performance of certain obligations, all on the terms and conditions set forth herein; NOW, THEREFORE, the parties agree as follows: 1. Capacity; Salary; Benefits. 1.1. Term of Employment. Employer hereby employs Executive, and Executive accepts such employment, on the terms and conditions herein, for the period beginning on the date of the parties’ execution of this Agreement a
Name of Employee: _______________________________________________________ Number of Shares: ___________________________________________ Initially in Escrow: _________________________________Escrow Agreement • December 2nd, 2004 • Valley National Bancorp • National commercial banks
ESCROW AGREEMENT FOR RESTRICTED STOCK AWARD This ESCROW AGREEMENT, dated ___________________ is by and among _________________________________________ (the “Grantee”), VALLEY NATIONAL BANCORP (the “Company”) and VALLEY NATIONAL BANK, with offices at 1455 Valley Road, Wayne, New Jersey, (the “Escrow Agent”). Background The Company and the Grantee have entered into a Restricted Stock Award Agreement (“Award Agreement”) dated the same date as this Agreement, pursuant to which the Company has granted the Grantee __________________________________ shares of the Common Stock, no par value, of the Company (the “Shares”) subject to the restrictions set forth in Section 8 of the Company’s 1999 Long-Term Stock Incentive Plan (the “Plan”). The Award Agreement requires the execution and delivery of this Escrow Agreement. NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, the parties hereto agree as follows: 1. Appointment of Escrow Agent;
ContractValley National Bancorp • December 2nd, 2004 • National commercial banks • New Jersey
VALLEY NATIONAL BANCORP and VALLEY NATIONAL BANK BENEFIT EQUALIZATION PLAN PARTICIPATION AGREEMENT Valley National Bancorp and its subsidiary, Valley National Bank (collectively, the “Employer”), this ___ day of ____________, 1994 hereby designates ____________ _______________________________ (the “Participant”), as a Participant in the Valley National Bancorp Benefit Equalization Plan as restated by the Board of Directors effective January 1, 1989 (the “Plan”) on the terms and conditions hereinafter set forth: 1. Incorporation by Reference of Plan. The provisions of the Plan, a copy of which is attached to this Participation Agreement, are incorporated by reference herein and shall govern as to all matters not expressly provided for in this Agreement. Terms not defined herein shall have the meanings set forth in the Plan. 2. Impact on other Benefits. Nothing contained herein shall be deemed to exclude the Participant from any supplemental compensation, bonus, pension, insurance,
