Exhibit 10.1


CHANGE IN
CONTROL AGREEMENT


          CHANGE
IN CONTROL AGREEMENT (this “Agreement”) made as of this 25th day of
November, 2009 by and between SOMERSET HILLS BANK, a New Jersey state bank
with its principal place of business located 155 Morristown Rd, Bernardsville,
NJ 07924-2606 (the “Bank), SOMERSET HILLS BANCORP, Inc. a New Jersey corporation with its
principal place of business located at 155 Morristown Rd., Bernardsville, NJ
07924-2606 (the “Company”) (the Bank and the Company collectively, “Employer”),
and
____________, an individual residing at
______________________________(“Executive”).


W I T N E S S E T H:


          WHEREAS,
Executive is a valued employee of the Bank;


          WHEREAS,
Employer wishes to ensure that it will continue to get Executive’s undivided
effort and attention;


          NOW,
THEREFORE, in consideration of the mutual promises and
undertakings herein contained, the parties hereto, intending to be legally
bound, agree as follows:


          1.
Change in Control.


                    (a)
Upon the occurrence of a Change in Control (as herein defined), Executive shall
become entitled to receive the payments (the “Payments”) provided for under
paragraph (c) hereof. 


                    (b)
A “Change in Control” shall mean:


                              (1)
a reorganization, merger, consolidation or sale of all or substantially all of
the assets of the Company, or any similar transaction, in any case in which the
shareholders of the Company prior to such transaction hold less than a majority
of the voting power of the resulting entity; or


                              (2)
individuals who constitute the Incumbent Board (as herein defined) of the
Company cease for any reason to constitute a majority thereof.


          For
these purposes, “Incumbent Board” means the Board of Directors of the Company
on 


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the date hereof, provided that any person becoming a
director subsequent to the date hereof whose election was approved by a vote of
at least three-quarters of the directors comprising the Incumbent Board, or
whose nomination for election by members or stockholders was approved by the
same nominating committee serving under an Incumbent Board, shall be considered
as though he were a member of the Incumbent Board.


                    (c)
In the event the conditions of Section (a) above are satisfied, and Executive
remains employed by the Company or the Bank through the consummation of such
Change in Control (the “Consummation Date”), Executive shall be entitled to
receive a payment equal to twelve (12) months of Executive’s then current
monthly Base Salary (as defined below) plus the Executive’s last paid cash
bonus. The payment shall be made to Executive, in a single lump sum payment,
within ten (10) days after the end of the Transition Period (as defined below).
For purposes of this Agreement, the Executive’s monthly Base Salary shall be
that annual salary most recently approved by Employer’s Board of Directors or a
committee thereof divided by twelve. Notwithstanding the forgoing, at or prior
to the Consummation Date, Employer or its successor entity shall have the right
to request that the Executive continue in employment for a transition period
not to exceed three (3) months from the Consummation Date (a “Transition
Period”), provided that the Executive’s monthly Base Salary and benefits during
the Transition Period shall be equal to or exceed the monthly Base Salary and
benefits paid to Executive immediately prior to the Consummation Date and the
conditions of Executive’s employment during the Transition Period (i.e.,
location of employment, nature of work, etc.) shall be comparable to those in
place prior to the Consummation Date. To exercise this right, Employer or its
successor must provide written notice to the Executive, at least sixty (60)
days prior to the Consummation Date, of its intention to retain Executive for
the Transition Period and the number of weeks Employer or its successor intends
to retain Executive in employment, and Employer shall then be contractually bound
to pay Executive, and to retain executive’s benefits in place, for such period
of time. If the Executive refuses such employment during the Transition Period,
then the Executive shall not be entitled to the payment provided for hereunder.



          2.
No Guaranty of Employment. Nothing in this Agreement shall be construed
as guarantying the employment of the Executive. Executive shall remain an
“employee at will” of Employer at all time during the term of this Agreement.


          3.
Notices. Any and all notices, demands or requests required or permitted
to be given under this Agreement shall be given in writing and sent, (i) by
registered or certified U.S. 


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mail, return receipt requested, (ii) by hand, (iii) by
overnight courier or (iv) by telecopier addressed to the parties hereto at
their addresses set forth above or such other addresses as they may from
time-to-time designate by written notice, given in accordance with the terms of
this Section, together with copies thereof as follows:


                    In
the case of Executive, to the address set forth on the first page hereof or to
such other address as Executive shall provide in writing to the Employer for
the provision of notices hereunder. 


                    In
the case of Employer, to the address set forth on the first page hereof with a
copy to:


	
 

	
 


	
 

	
Windels Marx Lane & Mittendorf, LLP


	
 

	
120 Albany Street Plaza, 6th Floor


	
 

	
New Brunswick, New Jersey 08901


	
 

	
Telecopier No. (732) 846-8877


	
 

	
Attention: Robert A. Schwartz





          Notice
given as provided in this Section shall be deemed effective: (i) on the date
hand delivered, (ii) on the first business day following the sending thereof by
overnight courier, (iii) on the seventh calendar day (or, if it is not a
business day, then the next succeeding business day thereafter) after the
depositing thereof into the exclusive custody of the U.S. Postal Service or
(iv) on the date telecopied.


          4.
Term. Unless extended by mutual agreement, this Agreement shall have a
term of three years from the date hereof; provided, however, that in the event
the term of this Agreement would terminate at any time after the Employer has
engaged in substantive negotiations regarding a transaction which would lead to
a Change in Control, this Agreement shall continue to remain in full force in
effect until the earlier to occur of (i) the effectuation of the Change in
Control or (ii) the termination of the negotiations for the proposed
transaction which would have resulted in the Change in Control.


          5.
Non-Solicitation. The Executive agrees that for a period of six (6)
months after the termination of the Transition Period, he will not directly or
indirectly solicit, cause any other person to solicit, or assist any other
person with soliciting any customer, depositor or borrower of 


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Bank, or any potential customer, depositor or borrower
of Bank contacted by Bank prior to his termination, to become a customer,
depositor or borrower of another financial institution. Executive further
agrees that for a period of six (6) months after the termination of the
Transition Period, he will not directly or indirectly participate in the
solicitation or hiring of any employee, consultant or agent of the Bank or the
Company or induce such party to cease their employment with the Bank or the
Company or their successors or to accept employment or a consulting or agency
position with any other person or entity. 


          6.
Assignability. The services of the Executive hereunder are personal in
nature, and neither this Agreement nor the rights or obligations of Executive
hereunder may be assigned, whether by operation of law or otherwise. This
Agreement shall be binding upon, and inure to the benefit of, Employer and its
successors and assigns. This Agreement shall inure to the benefit of the
Executive’s heirs, executors, administrators and other legal representatives.


          7.
Waiver. The waiver by Employer or the Executive of a breach of any
provision of this Agreement by the other shall not operate or be construed as a
waiver of any subsequent or other breach hereof.


          8.
Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey without giving effect to
principles of conflict of laws.


          9.
Entire Agreement. This Agreement contains the entire agreement of the
parties hereto with respect to the subject matter hereof and may not be
amended, waived, changed, modified or discharged, except by an agreement in
writing signed by the parties hereto.


          10.
Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which taken
together shall constitute one and the same instrument.


          11.
Amendment. This Agreement may be modified or amended only by an
amendment in writing signed by both parties.


          12.
Severability. If any provision of this Agreement shall be held invalid
or unenforceable, such invalidity or unenforceability shall attach only to such
provision, only to the extent it is invalid or unenforceable, and shall not in
any manner affect or render invalid or unenforceable any other severable
provision of this Agreement, and this Agreement shall be carried out as if any
such invalid or unenforceable provision were not contained herein.


          13.
Section Headings. The headings contained in this Agreement are solely
for 


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convenience of reference and shall be given no effect
in the construction or interpretation of this Agreement.


          14.
Fees and Expenses. If any party to this Agreement institutes any action
or proceeding to enforce this Agreement, the prevailing party in such action or
proceeding shall be entitled to recover from the non-prevailing party all legal
costs and expenses incurred by the prevailing party in such action, including,
but not limited to, reasonable attorneys’ fees and other reasonable legal costs
and expenses.


          IN
WITNESS WHEREOF, the parties hereto have executed this
Agreement under their respective hands and seals as of the day and year first
above written.


	
 

	
 

	
 

	
 

	
 


	
ATTEST:

	
 

	
 

	
SOMERSET
HILLS BANK


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
By:

	
/s/


	




	
 

	
 

	
 

	





	
 

	
 

	
 

	
 

	
Stewart E. McClure Jr.


	
 

	
 

	
 

	
 

	
President, CEO and COO


	
 

	
 

	
 

	
 

	
 


	
ATTEST:

	
 

	
 

	
SOMERSET
HILLS BANCORP, INC.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
By:

	
/s/


	




	
 

	
 

	
 

	





	
 

	
 

	
 

	
 

	
Stewart E. McClure Jr.


	
 

	
 

	
 

	
 

	
President, CEO and COO


	
 

	
 

	
 

	
 

	
 


	
WITNESS:

	
 

	
 

	
EXECUTIVE:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
/s/


	




	
 

	
 

	




	







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