exv10w3



 



Exhibit 10.3



EMPLOYMENT CONTRACT



This AGREEMENT is made effective as of this sixteenth day of October, 2003 by
and between THE YARDVILLE NATIONAL BANK (the “Bank”), a corporation organized
under the laws of the State of New Jersey, and Brian K. Gray (the “Officer”).


RECITALS



     WHEREAS, the Bank desires to employ and retain the services of the Officer
for the period provided in this Agreement; and


     WHEREAS, the Officer is willing to serve in the employ of the Bank on a
full-time basis for said period;


     NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and upon the other terms and conditions hereinafter provided, the parties
hereto agree as follows:


21.       POSITION AND RESPONSIBILITIES



     During the period of his employment hereunder, the Officer shall serve as
First Senior Vice President and Retail/Marketing/Advertising Officer of the
Yardville National Bank (the “Bank”) reporting to the President & Chief
Executive Officer.


22.      TERMS AND DUTIES



     (E)     The period of the Officer’s employment agreement shall commence as of
October 16, 2003 and shall continue for a period of fifteen (15) full calendar
months and sixteen (16) days thereafter, unless terminated by the Bank on
account of death, disability or cause (as herein defined). This Agreement is
subject to approval, for continuation, by the President/Chief Executive Officer
and the Board of Directors of the Yardville National Bank, at the conclusion of
each contract period. Renewals shall be on the same terms and conditions as
set forth herein, except for such modification of compensation and benefits as
may hereafter be agreed upon between the parties hereto from time to time.


     (F)     During the period of employment, the Officer shall devote full time
and attention to such employment and shall perform such duties as are
customarily and appropriately vested in the First Senior Vice President and
Retail/Advertising/Marketing Officer of a commercial bank.


23.       DEFINITIONS



     For purposes of the Agreement,


     (I)       “Cause” means any of the following:







 



	 	(ix)     the willful commission of an act that causes or that probably
will cause substantial economic damage to the Bank or substantial
injury to the Bank’s business reputation; or,
	 
	 	(x)     the commission of an act of fraud in the performance of the
Officer’s duties; or
	 
	 	(xi)     a continuing willful failure to perform the duties of the
Officer’s position with the Bank; or
	 
	 	(xii)     the order of a bank regulatory agency or court requiring the
termination of the Officer’s employment.



     (J)       “Change in Control”: means any of the following:



	 	 	 	(vii)     the acquisition by any person or group acting in concert of
beneficial ownership of forty percent (40%) or more of any class of
equity security of the Bank or the Bank’s Holding Company, or
	 
	 	 	 	(viii)     the approval by the Board, and appropriate regulatory
authorities of the sale of all or substantially all of the assets
of the Bank or Holding Company; or,
	 
	 	 	 	(ix)     the approval by the Board and appropriate regulatory
authorities of any merger, consolidation, issuance of securities or
purchase of assets, the result of which would be the occurrence of
any event described in clause (i) or (ii) above.



     (K)       “Disability” means a mental or physical illness or condition rendering
the Officer incapable of performing his normal duties for the Bank.


     (L)     “Willfulness” means an act or failure to act done not in good faith
and without reasonable belief that the action or omission was in the best
interest of the Bank.


24.       COMPENSATION AND REIMBURSEMENT



     (E)     During the period of employment, the Bank shall pay to the Officer
an annual salary of not less than $100,000.00, which salary shall be paid in
bi-weekly installments.


The Board or a duly appointed committee shall review such salary thereof at
least annually and any adjustments in the amount of salary on said review shall
be fixed by the Board from time to time.


     (F)       The Officer shall receive an annual expense stipend of
$3,000.00 for
associated expenses incurred for extensive travel and vehicle maintenance in
the performance of her duties as First Senior Vice President &
Retail/Marketing/Advertising Officer of a commercial bank.







 


25.      TERMINATION FOR CAUSE



     (C)     The Officer shall not have the right to receive compensation or other
benefits provided hereunder for any period after termination for Cause, except
to the extent that Officer may be legally entitled to participate by virtue of
COBRA or any other State or Federal Law concerning employee rights to benefits
upon termination.


26.       TERMINATION BY THE OFFICER



     (C)       In the event of the Officer’s voluntary termination, the Officer shall
not have the right to receive compensation or benefits as provided hereunder
after such date of termination, except to the extent that the Officer may be
legally entitled to participate by virtue of COBRA or any other State of
Federal law concerning employee rights to benefits upon termination.


27.       CHANGE IN CONTROL



     (A)     The Executive will have the option within six (6) months after a
Change in Control (as herein defined), to elect to resign his position. If the
Executive’s voluntary departure is for other than death, disability or cause
the Executive shall be entitled to receive two (2) years’ salary at an annual
salary currently being paid, which payment shall be made in a lump sum promptly
after the occurrence of such voluntary resignation.


     (B)     In the event that within three (3) years after a Change in Control (as
herein defined), the Officer’s employment is terminated by the Bank, other than
for death, disability or Cause, the Officer shall be entitled to receive two
(2) years’ salary at the annual salary currently being paid, which payment
shall be made in a lump sum promptly after the occurrence of such termination.


28.      TERMINATION UPON DISABILITY



     (C)     In the event that the Officer experiences a Disability during the
period of employment, salary shall continue at the same rate as was in effect
on the day of the occurrence of such Disability, reduced by an concurrent
disability benefit payments provided under disability insurance maintained by
the Bank. If such Disability continues for a period of six (6) consecutive
months, the Bank at its option may thereafter, upon written notice to the
Officer or personal representative, terminate the Officer’s employment with no
further notice.


29.       GOVERNING LAW



     This Agreement and the other obligations of the parties hereto shall be
interpreted, construed and enforced in accordance with the laws of the State of
New Jersey.


30.       ENTIRE AGREEMENT



     This instrument contains the entire agreement of the parties. It may not
be changed orally, but only by an agreement in writing signed by the party
against whom enforcement of any waiver, change, modification, extension or
discharge is sought.







 


     IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on
the 16th day of October, 2003.



	 	 	 
	ATTEST:	 	
YARDVILLE NATIONAL BANK
	 	 	 
	
	 	


	 	 	
Patrick M. Ryan
	 	 	
President/CEO
	 	 	 
	WITNESS	 	 
	 	 	 
	
	 	


	 	 	
Brian K. Gray
	 	 	
First Senior Vice President