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EX-10.4




CHANGE OF CONTROL AGREEMENT




          THIS
CHANGE OF CONTROL AGREEMENT (the “Agreement”), is
made on this 23rd day of June, 2006, by and between The Bank of New Jersey (the “Bank”) and Diane
Spinner (the “Employee”).




          WHEREAS, the Employee serves as an employee of the Bank; and




          WHEREAS, the Bank and the Employee desire to establish certain protections for the Employee in
the event of Employee’s termination of employment under the circumstances described herein.




          NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises
contained herein, and intending to be bound hereby, the parties agree as follows:




SECTION 1 Change of Control:




          1.1. Change in Control Definition: For purposes of this Agreement, the term “Change
in Control” means any of the following:




               (a) any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities and
Exchange Act of 1934 (the “Exchange Act”)), other than the Bank, a subsidiary of the Bank, an
employee benefit plan of the Bank or a subsidiary of the Bank (including a related trust), becomes
the beneficial owner (as determined pursuant to Rule 13d-3 under the Exchange Act), directly or
indirectly of securities of the Bank representing more than 50% of the combined voting power of the
Bank’s then outstanding securities, notwithstanding whether the Bank is otherwise subject to the
terms of the Exchange Act;



               (b) the occurrence of a sale of all or substantially all of the assets of the Bank to an
entity which is not a direct or indirect subsidiary of the Bank;



               (c) the occurrence of a reorganization, merger, consolidation or similar transaction involving
the Bank, unless (A) the shareholders of the Bank immediately prior to the consummation of any such
transaction will initially own securities representing a majority of the voting power of the
surviving or resulting corporation, and (B) the directors of the Bank immediately prior to the
consummation of such transaction will initially represent a majority of the directors of the
surviving or resulting corporation; or



               (d) any other event which is at any time irrevocably designated as “Change in Control” for
purposes of this Agreement by resolution adopted by a majority of the directors of the Bank.



          1.2. Termination: The Employee may terminate his employment upon a Change of Control
of the Bank. The Employee, within ninety (90) days of a Change of Control as defined herein, may
resign from employment by the Bank by a notice in writing (the “Notice of Termination”) delivered
to the Bank. In such event, the Employee will be entitled to the payment described in this
Agreement. The Employee shall not be entitled to any payment




 









 







described in this Agreement in the event the Employee is not employed by the Bank on the date
of a Change of Control.




          1.3. Change of Control Payment: In the event that during the term of this Agreement
the Employee resigns due to a Change of Control, by delivery of a Notice of Termination, the
Employee will be entitled to an amount equal to 2.9 times the amount of the highest annual base
salary paid to him during the year of termination or the immediately preceding two years, such
amount to be paid to the Employee in one lump-sum payment within 30 days following the date of
termination of employment.




SECTION 2 Miscellaneous.




          2.1. No Liability of Officers and Directors for Severance Upon Insolvency.
Notwithstanding any other provision of the Agreement and intending to be bound by this provision,
the Employee hereby (a) waives any right to claim payment of amounts owed to him or her, now or in
the future, pursuant to this Agreement from directors or officers of the Bank if the Bank becomes
insolvent, and (b) fully and forever releases and discharges the Bank’s officers and directors from
any and all claims, demands, liens, actions, suits, causes of action or judgments arising out of
any present or future claim for such amounts.




          2.2. Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the Bank and Employee and their respective successors, executors, administrators,
heirs and/or permitted assigns; provided, however, that neither Employee nor the Bank may make any
assignments of this Agreement or any interest herein, by operation of law or otherwise, without the
prior written consent of the other party, except that, without such consent, the Bank may assign
this Agreement to any successor to all or substantially all of its assets and business by means of
liquidation, dissolution, merger, consolidation, transfer of assets, or otherwise.




          2.3. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of New Jersey without regard to the application of the principles of
conflicts of laws.




          2.4. Enforcement. Any legal proceeding arising out of or relating to this Agreement
will be instituted in the United States District Court for the District of New Jersey, or if that
court does not have or will not accept jurisdiction, in any court of general jurisdiction in the
State of New Jersey, and the Employee and the Bank hereby consent to the personal and exclusive
jurisdiction of such court(s) and hereby waive any objection(s) that they may have to personal
jurisdiction, the laying of venue of any such proceeding and any claim or defense of inconvenient
forum.




          2.5. Waivers; Separability. The waiver by either party hereto of any right hereunder
or any failure to perform or breach by the other party hereto shall not be deemed a waiver of any
other right hereunder or any other failure or breach by the other party hereto, whether of the same
or a similar nature or otherwise. No waiver shall be deemed to have occurred unless set forth in a
writing executed by or on behalf of the waiving party. No such written waiver shall be deemed a
continuing waiver unless specifically stated therein, and each




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such waiver shall operate only as to the specific term or condition waived. Whenever
possible, each provision of this Agreement will be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision or the effectiveness
or validity of any provision in any other jurisdiction, and this Agreement will be reformed,
construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision
had never been contained herein.




          2.6. Notices. All notices and communications that are required or permitted to be
given hereunder shall be in writing and shall be deemed to have been duly given when delivered
personally or upon mailing by registered or certified mail, postage prepaid, return receipt
requested, as follows:




          If to Employee:



Diane Spinner

15 Wagon Wheel Drive

New City, NY 10956




          If to the Bank:



The Bank of New Jersey

204 Main Street

Fort Lee, NJ 07024

Attention: Armand Leone




          With a copy to:



Pepper Hamilton LLP

300 Alexander Park

Princeton, NJ 08543-5276

Attention: Dennis R. Casale, Esq.



or to such other address as either party may from time to time duly specify by notice given to the
other party in the manner specified above.




          2.7. Entire Agreement; Amendments. This Agreement contains the entire agreement and
understanding of the parties relating to the provision of severance benefits upon termination in
connection with a Change of Control, and merges and supersedes all prior and contemporaneous
discussions, agreements and understandings of every nature relating to that subject.




          2.8. Withholding. The Bank will withhold from any payments due to Employee hereunder,
all taxes, FICA or other amounts required to be withheld pursuant to any applicable law.




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          2.9. Headings Descriptive. The headings of sections and paragraphs of this Agreement
are inserted for convenience only and shall not in any way affect the meaning or construction of
any provision of this Agreement.




          2.10. Counterparts and Facsimiles. This Agreement may be executed, including
execution by facsimile signature, in one or more counterparts, each of which shall be deemed an
original, and all of which together shall be deemed to be one and the same instrument.




          2.11. No Duty to Mitigate. Employee shall not be required to mitigate damages or the
amount of any payments provided for under this Agreement by seeking other employment or otherwise,
nor will any payment or benefit hereunder be subject to offset or reduction in the event Employee
does mitigate.




[signature page follows]




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          IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first
above written.




	 	 	 	 	 
	 

	 	THE BANK OF NEW JERSEY	 	 
	 
	 	 	 	 
	 
	 	Armand Leone, Jr.
	 	 	 
	 

	 	By:    Armand Leone, Jr.	 	 
	 

	 	Title: Vice Chairman	 	 
	 
	 	 	 	 
	 

	 	EMPLOYEE	 	 
	 
	 	 	 	 
	 
	 	Diane Spinner	 	 
	 

	 	 

Diane Spinner
	 	 







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