Unassociated Document


    


    


    SHAREHOLDERS’
      AGREEMENT

     

    SHAREHOLDERS’
      AGREEMENT (this “Agreement”), dated as of March 15, 2007, between Center
      Bancorp, Inc. (“Buyer”) and the individuals and entities whose names and
      addresses are set forth on the signature pages hereto (collectively, the
“Shareholders”, and each, individually, a “Shareholder”).

    


    RECITALS

    


    A.
      Concurrently with the execution and delivery of this Agreement, Buyer has
      executed and delivered an Agreement and Plan of Merger, dated as of the date
      hereof (the “Merger Agreement”), a copy of which is annexed hereto as
      Annex A, with Beacon Trust Company, a limited purpose trust company
      chartered under the laws of the State of New Jersey (the “Company”), which
      provides, among other things, that the Company will merge with and into a
      subsidiary of the Buyer (“Newco”) pursuant to a merger contemplated by the
      Merger Agreement (the “Merger”).

    


    B.
      As of
      the date hereof, each Shareholder holds of record and beneficially owns the
      number of shares of common stock, par value $2.65 per share, of the Company
      (the
“Company Common Stock”) set forth opposite his, her or its name on the signature
      pages hereto. In the aggregate, the shares of Company Common Stock held of
      record and beneficially by the Shareholders represents approximately 56.5%
      of
      the shares of Company Common Stock outstanding on the date hereof.

    


    C.
      Buyer
      has advised the Company that it would not enter into the Merger Agreement unless
      each Shareholder agreed to enter into this Agreement, governing (i) the voting
      of all of the shares of Company Common Stock that are now held of record or
      beneficially owned by such Shareholder (collectively, the “Shares”) and (ii) all
      of the New Shares (as defined in Section 6) held or owned by such
      Shareholder.

    


    D.
      Upon
      consummation of the Merger, each Shareholder will be entitled to receive, upon
      conversion of such Shareholder’s Shares, cash and certain shares of Buyer’s
      Common Stock (the “Buyer Shares”). The Shareholders understand that Buyer will
      rely upon the representations made herein in issuing the Buyer Shares without
      registration under federal and state securities laws.

    


    NOW,
      THEREFORE,
      in
      consideration of the premises, and of the representations, warranties, and
      covenants and agreements contained herein and in the above-mentioned Merger
      Agreement, the parties hereto hereby agree as follows:

     

    1.  Definitions.
      Capitalized terms used herein but not defined herein have the respective
      meanings ascribed to such terms in the Merger Agreement.

     

    2.  Agreement
      to Vote Shares.
      During
      the term of this Agreement, each Shareholder agrees that such Shareholder shall
      (a) consent to, approve, authorize and direct the voting of all Shares and
      any
      New Shares held or owned by such Shareholder, and cause all Shares and any
      New
      Shares held or owned by such Shareholder to be voted, at every meeting of the
      shareholders of the Company at which such matters are con-sidered and at every
      adjournment thereof or in connection with any written consent of the
      shareholders of the Company related to such matters, in favor of the adoption
      of
      the Merger Agreement and the consumma-tion of the Merger and the other
      transactions contemplated by the Merger Agreement (collectively, the “Merger
      Transaction”) and against any Acquisition Proposal (as defined in the Merger
      Agreement) and (b) if directed by Buyer, take or cause to be taken such actions
      under the by-laws of the Company as are required to call a special meeting
      of
      the shareholders of the Company in order to vote on the Merger Transaction.
      Each
      Shareholder agrees to deliver to Buyer promptly upon the request therefor a
      proxy in the form attached hereto as Exhibit A,
      which
      proxy is coupled with an interest and shall be irrevoc-able during the term
      of
      this Agreement to the fullest extent permitted under New Jersey law. The proxy
      granted by each Shareholder shall be revoked upon the termination of this
      Agreement in accordance with its terms.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    3.  No
      Voting Trusts or Agreements.
      Each
      Shareholder agrees that such Shareholder will not, and will not permit any
      entity under such Shareholder’s control to, deposit any of the Shares or New
      Shares held or owned by such Shareholder in any voting trust, grant any proxies
      or powers of attorney with respect to the voting of such Shares or New Shares
      or
      subject any such Shares or New Shares to any agreement, instrument or
      arrangement with respect to the voting of such Shares or New Shares other than
      this Agreement.

     

    4.  No
      Proxy Solicitations.
      Each
      Shareholder agrees that such Shareholder will not, and will not permit any
      entity under its control to, (a) solicit proxies in opposition to the
      consummation of the Merger Transaction or otherwise knowingly encourage or
      assist any party in taking or planning any action which would impede, inter-fere
      with or attempt to discourage the Merger Transaction or inhibit the timely
      consummation of the Merger Transaction, (b) directly or indirectly
      knowingly encourage, initiate or cooperate in a shareholders’ vote or action by
      consent of the Company’s shareholders in opposition to the consummation of the
      Merger Transaction, or (c) become a member of a “group” (as such term is
      used in Section 13(d) of the Exchange Act) with respect to any vot-ing
      securities of the Company for the purpose of opposing the consummation of the
      Merger Transaction.

     

    5.  Transfer
      and Encumbrance.
      Each
      Shareholder agrees not to voluntarily transfer, sell, offer, tender, pledge
      or
      otherwise dispose of or encumber (“Transfer”)
      any of
      the Shares or New Shares held or owned by such Shareholder prior to the earlier
      of (a) the Effective Time or (b) the date this Agreement shall be terminated
      in
      accordance with its terms, except that each Shareholder shall be permitted
      to
      Transfer any such Shares or New Shares to a family member of such Shareholder,
      provided that such family member agrees in writing (in a form acceptable to
      Buyer) to be bound by the terms of this Agreement with respect to such Shares
      or
      New Shares. No such family member shall have the right to effect a further
      Transfer of the Shares or New Shares prior to the earlier of (a) the Effective
      Time or (b) the date this Agreement shall be terminated in accordance with
      its
      terms.

     

    
      
         

      

      
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    6.  Additional
      Purchases or Acquisitions.
      Each
      Shareholder agrees that any shares of Company Common Stock or other capital
      stock of the Company of which such Shareholder becomes the record holder or
      acquires beneficial ownership following the execution and delivery of this
      Agreement (“New Shares”) shall be subject to the terms of this Agreement to the
      same extent as if they constituted Shares held or owned by such Shareholder
      on
      the date of this Agreement.

     

    7.  Additional
      Shares.
      Each
      Shareholder agrees, while this Agreement is in effect, to promptly notify Buyer
      of the number of any New Shares acquired by such Shareholder, if any, after
      the
      date hereof. In the event that, between the date of this Agreement and the
      Closing, the Shares held or owned by any Shareholder shall have been affected
      or
      changed into a dif-ferent number of shares or a different class of shares as
      a
      result of a share split, reverse share split, share dis-tribution, spin-off,
      recapitalization, reclassification or other similar trans-action, the term
      “Shares” shall be deemed to refer to and include the Shares as well as any
      securities into which or for which any or all of the Shares may be converted
      or
      exchanged.

     

    8.  Non-Interference.
      Each
      Shareholder agrees not to knowingly take any action that would make any
      representation or warranty of such Shareholder contained herein untrue or
      incorrect or have the effect of preventing or disabling any Shareholder from
      perform-ing such Shareholder’s obligations under this Agreement.

     

    9.  Share
      Transaction Proposals.
      Each
      Shareholder shall immediately cease and terminate any existing activities,
      discussions or negotiations, if any, with any parties conducted heretofore
      with
      respect to any acquisition or exchange of all or any material portion of such
      Shareholder’s Shares (a “Share Transaction”), other than the Merger. No
      Shareholder shall, directly or indirectly, knowingly encourage, solicit,
      participate in or initiate discussions or negotiations with, or provide any
      information or data to, or have any discussions with, any corporation,
      partnership, person or other entity or group (other than Buyer) with respect
      to
      any inquiries or the making of any offer or proposal (including, without
      limitation, any offer or proposal to the shareholders of the Company) concerning
      a Share Transaction (a “Share Transaction Proposal”) or otherwise facilitate any
      effort or attempt to make or implement a Share Transaction
      Proposal.

     

    10.  No
      Limitation on Discretion as Director.
      Nothing
      in this Agreement shall be deemed to apply to, or to limit in any manner, the
      discretion of any Shareholder with respect to any action to be taken (or
      omitted) by such Shareholder in such Shareholder’s fiduciary capacity as a
      director of the Company (if applicable) and solely with respect to actions
      or
      omissions of such director in his or her capacity as a director; provided,
      however,
      it is
      agreed and understood by the parties hereto that the obligations, covenants
      and
      agreements of such Shareholder contained in this Agreement are separate and
      apart from such Shareholder’s fiduciary duties as a director of the Company (if
      applicable) and no fiduciary obligations that such Shareholder may have as
      a
      director of the Company shall countermand the obligations, covenants and
      agreements of such Shareholder, as a shareholder of the Company, contained
      in
      this Agreement.

     

    11. Representations
      and Warranties of the Shareholders.
      Each
      Shareholder hereby severally represents and warrants to Buyer as
      follows:

     

    
      
         

      

      
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    (a)  Authority
      Relative to this Agreement.
      Such
      Shareholder has all necessary power and authority to execute and deliver this
      Agreement, to perform such Shareholder’s obligations hereunder and to consummate
      the transactions contemplated hereby. The execution and delivery of this
      Agreement by such Shareholder and the consummation by such Shareholder of the
      transactions contemplated hereby have been duly and validly authorized by all
      necessary action on the part of such Shareholder. This Agreement has been duly
      and validly executed and delivered by such Shareholder and constitutes a legal,
      valid and binding obligation of such Shareholder, enforceable in accordance
      with
      its terms, subject to bankruptcy, insolvency, fraudulent transfer,
      reorganization, moratorium and similar laws of general applicability relating
      to
      or affecting creditors’ rights and to general equity principles.

     

    (b)  No
      Conflict.
      The
      execution and delivery of this Agreement by such Shareholder does not, and
      the
      performance of this Agreement by such Shareholder will not, (i) require any
      consent, approval, authorization or permit of, or filing with or notification
      to, any governmental or regulatory authority, domestic or foreign by or with
      respect to such Shareholder, (ii) if applicable, conflict with or violate
      the articles of incorporation, by-laws or other organizational documents of
      such
      Shareholder, (iii) conflict with or violate any law, rule, regulation,
      order, judgment or decree applicable to such Shareholder or by which such
      Shareholder’s Shares or New Shares are bound, or (iv) result in any breach
      of or constitute a default (or any event which with notice or lapse of time
      or
      both would become a default) under, or give to others any right of termination,
      amendment, acceleration or cancellation of, or result in the creation of a
      lien
      or other encumbrance of any nature whatsoever on such Shareholder’s Shares or
      New Shares pursuant to, any note, bond, mortgage, indenture, contract,
      agreement, lease, license, permit, franchise or other instrument or obligation
      to which such Shareholder is a party or by which such Shareholder or such
      Shareholder’s Shares or New Shares may be bound, except, in the case of
      clauses (iii) and (iv), for any such conflicts, violations, breaches,
      defaults or other occurrences which would not prevent or materially delay the
      performance by such Shareholder of such Shareholder’s obligations
      hereunder.

     

    
      
         

      

      
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    (c)  Title
      to the Shares.
      As of
      the date of this Agreement, such Shareholder does not beneficially own any
      shares of capital stock of the Company other than the number of Shares set
      forth
      opposite such Shareholder’s name on one of the signature pages hereto and does
      not own any options, warrants or other rights to acquire any additional shares
      of capital stock of the Company or any security exercisable for or convertible
      into shares of capital stock of the Company, other than as set forth in the
      Company Disclosure Schedule. Such Shareholder owns all such Shares free and
      clear of all security interests, liens, claims, pledges, options, rights of
      first refusal, agreements, charges, security interests and other encumbrances
      of
      any nature whatsoever, and there are no limitations on such Shareholder’s voting
      rights with respect to any of the Shares beneficially owned by such Shareholder
      and such Shareholder has not appointed or granted any proxy with respect to
      voting, which appointment or grant is still effective, with respect to the
      Shares. There are no agreements, arrangements or commitments of any character
      to
      which such Shareholder is a party relating to the pledge or disposition of
      any
      Shares or any other shares of capital stock of the Company and, except for
      this
      Agreement, there are no voting trusts or voting agreements to which such
      Shareholder is a party with respect to any shares of capital stock of the
      Company.

     

    12.
      Further
      Assurances.
      From
      time to time, at the other party’s request and without further consideration,
      each party hereto shall execute and deliver, or cause to be executed and
      delivered, such additional consents, documents and other instruments and take
      all such further action as may be necessary or desirable to consummate and
      make
      effective, in the most expeditious manner practicable, the Merger Transaction
      and the other transactions contemplated by this Agreement.

     

    13.
      Termination.
      With
      the exception of Sections 14 through 21 inclusive of this Agreement (the “Later
      Termination Provisions”), this Agreement shall terminate upon the earlier to
      occur of (i) the Effective Time and (ii) the date on which the Merger
      Agreement terminates. The Later Termination Provisions shall terminate upon
      the
      third anniversary of the date of this Agreement. In all instances, however,
      any
      claim brought under this Agreement prior to the termination of this Agreement
      shall not be affected by such termination.

     

    14.
      Assignment;
      Third Party Beneficiaries.
      This
      Agreement and all of the provisions hereof shall be binding and inure to the
      benefit of the parties hereto and their respective successors and permitted
      assigns, but neither this Agreement nor any of the rights, interests and
      obligations hereunder shall be assigned by any of the parties hereto without
      the
      prior written consent of the other parties. Any purported assignment made in
      violation of this Agreement shall be null and void. This Agreement is not
      intended to confer any rights or remedies hereunder upon any person except
      the
      parties hereto.

     

    15.
      Modification
      or Amendment.
      Subject
      to the provisions of applicable law, the parties hereto may modify or amend
      this
      Agreement only by written agreement executed and delivered by duly authorized
      officers of the respective parties.

     

    16.
      Counterparts.
      This
      Agreement may be executed in any number of counterparts, each such counter-part
      being deemed to be an original instrument, and all such counterparts shall
      together constitute the same agreement.

     

    
      
         

      

      
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    17.
      Governing
      Law and Venue; Waiver of Jury Trial.

     

    (a)
      THIS
      AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE
      INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF THE
      STATE OF NEW JERSEY WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES
      THEREOF.
      The
      parties hereby irrevocably submit to the jurisdiction of the courts of the
      State
      of New Jersey and the Federal courts of the United States of America located
      in
      the State of New Jersey solely in respect of the interpreta-tion and enforcement
      of the provisions of this Agreement and of the proxies referred to in
      Section 2 and in respect of the transactions contemplated hereby and
      thereby, and hereby waive, and agree not to assert, as a defense in any action,
      suit or proceeding for the interpretation or enforcement hereof or of any such
      document, that it is not subject thereto or that such action, suit or proceeding
      may not be brought or is not maintainable in said courts or that the venue
      thereof may not be appropriate or that this Agreement or any such proxy may
      not
      be enforced in or by such courts, and the parties hereto irrevocably agree
      that
      all claims with respect to such action or proceeding shall be heard and
      determined in such a New Jersey State or Federal court. The parties hereby
      consent to and grant any such court jurisdiction over the person of such parties
      and over the subject matter of such dispute and agree that mailing of process
      or
      other papers in connection with any such action or proceeding in the manner
      provided in Section 18 or in such other manner as may be permitted by law,
      shall be valid and sufficient service thereof.

     

    (b)
      EACH
      PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER
      THIS AGREEMENT OR THE PROXIES REFERRED TO IN SECTION 2 IS LIKELY TO INVOLVE
      COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HERETO HEREBY
      IRREVOCABLY AND UNCONDI-TIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A
      TRIAL
      BY JURY IN RESPECT OF ANY LITIGATION ARISING DIRECTLY OR INDIRECTLY OUT OF
      OR
      RELATING TO THIS AGREEMENT OR THE TRANS-ACTIONS CONTEMPLATED HEREBY OR THEREBY.
      EACH PARTY HERETO CERTI-FIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE,
      AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR
      OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
      TO
      ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS
      CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH SUCH PARTY MAKES
      THIS WAIVER VOLUNTARILY, AND (IV) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER
      INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
      CERTIFICATIONS IN THIS SECTION 17(b).

     

    18.
      Notices.
      Any
      notice, request, instruc-tion or other document to be given hereunder by any
      party to the others shall be in writing and delivered personally or sent by
      registered or certified mail, postage prepaid, or by overnight courier or
      facsimile:

     

    


     if
      to
      Buyer, to
      the
      address set forth in Section 10.4 of the Merger Agreement

    


    
      
         

      

      
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    with
      a
      copy to: 

    


    Lowenstein
      Sandler PC

    65
      Livingston Avenue

    Roseland,
      New Jersey 07068

    Attn:
      Peter H. Ehrenberg, Esq.

    


    


    if
      to
      any Shareholder, to:

    the
      address set forth opposite such Shareholder’s name on one of the signature pages
      of this Agreement.

    


    or
      to
      such other persons or addresses as may be designated in writing by the party
      to
      receive such notice as provided above.

     

    19.
      Entire
      Agreement.
      This
      Agreement (includ-ing the proxies granted pursuant hereto) constitutes the
      entire agreement, and supersedes all other prior agreements, understandings,
      representations and warranties both written and oral, among the parties, with
      respect to the subject matter hereof.

     

    20.
      Severability.
      The
      provisions of this Agree-ment shall be deemed severable and the invalidity
      or
      unenforceability of any provision shall not affect the validity or
      enforceability or the other provisions hereof. If any provision of this
      Agreement, or the application thereof to any person or any circumstance, is
      invalid or unenforceable, (a) a suitable and equitable provision shall be
      substituted therefor in order to carry out, so far as may be valid and
      enforceable, the intent and purpose of such invalid or unenforceable provision
      and (b) the remainder of this Agreement and the application of such
      provision to other persons or circumstances shall not be affected by such
      invalidity or unenforceability, nor shall such invalidity or unenforceability
      affect the validity or enforceability of such provision, or the application
      thereof, in any other jurisdiction.

     

    21.
      Equitable
      Relief.
      Each
      Shareholders acknowledges and agrees that any breach of the covenants and
      agreements contained in this Agreement would irreparably injure Buyer and that
      Buyer’s remedies at law for a breach or threatened breach of any of the
      provisions of this Agreement would be inadequate. Accordingly, without prejudice
      to the rights of Buyer also to seek such damages or other remedies available
      to
      it, Buyer may seek, and the Shareholders shall not contest the appropriateness
      of the availability of, injunctive or other equitable relief in any proceeding
      that Buyer may bring to enforce the covenants and agreements contained in this
      Agreement in its express and explicit terms. No waiver of any breach of the
      covenants and agreements contained in this Agreement shall be implied from
      forbearance or failure of Buyer to take action in respect thereof.

    


    [SIGNATURE
      PAGES FOLLOW]

    
      
         

      

      
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    IN
      WITNESS WHEREOF, this Agreement has been duly executed and delivered by duly
      authorized officers of the parties hereto as of the date hereof.

    


    


    CENTER
      BANCORP, INC.

    


    By:
      /s/
      John J. Davis

    Name:
      John J. Davis

    Title:
      President and 

    Chief
      Executive Officer

    
      
         

      

      
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    (Signature
      Pages to Voting Agreement)

    


    


    
      	
              SIGNATURE,
                NAME AND ADDRESS

              OF
                THE SHAREHOLDER

            	 	
              NUMBER
                OF SHARES

              BENEFICIALLY
                OWNED

            
	
              /s/
                Arthur W. Hyde

              Name:
                Arthur W. Hyde

              Address:

            	 	
              181,071

            
	
              /s/
                Gerald Morris

              Name:
                Gerald Morris

              Address:

            	 	
              61,275

            
	
              /s/
                Peter Beekman

              Name:
                Peter Beekman

              Address:

            	 	
              50,000

            
	
              LDH
                Associates LP

              By:
                /s/ L. Donald Horne, General Partner

              Name:
                L. Donald Horne

              Address:

            	 	
              19,638

            
	
              /s/
                Marilyn Pfaltz

              Name:
                Marilyn Pfaltz

              Address:

            	 	
              14,565

            
	
              B.
                Moose Enterprises, LLC

              By:
                /s/ Christopher M. Wiedenmayer

              Name:

              Address:

            	 	
              13,032

            
	
              /s/
                Christopher M. Wiedenmayer

              Name:
                Christopher M. Wiedenmayer

              Address:

            	 	
              300

            
	
              /s/
                L. Donald Horne

              Name:
                L. Donald Horne

              Address:

            	 	
              300

            


    

    


    


    
      
         

      

      
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    EXHIBIT
      A

    


    


    


    FORM
      OF
      PROXY

    


    


    The
      undersigned, for consideration received, hereby appoints  _____ ,
        
      and
   
      and each
      of them [my][its] proxies, with power of substitution and resubstitution, to
      vote all shares of common stock, par value $[______] per share, of Beacon Trust
      Company, a limited purpose trust company chartered under the laws of the State
      of New Jersey (the “Company”), [and [insert any New Shares (as defined in the
      Voting Agreement) or other shares of capital stock of the Company owned by
      the
      Shareholder at the [special] meeting of shareholders of the Company to be held
      [insert date, time and place] and at any adjournment thereof IN FAVOR OF
      adoption of the Agreement and Plan of Merger, dated as of February __, 2007
      (the
“Merger Agreement”), by and between the Company and Center Bancorp, Inc., IN
      FAVOR OF consummation of the transactions contemplated by the Merger Agreement,
      and AGAINST any Acquisition Proposal (as defined in the Merger Agreement) at
      any
      meeting of shareholders of the Company and at any adjournment thereof at which
      the Merger Agreement and/or any Acquisition Proposal is considered. This proxy
      is coupled with an interest, revokes all prior proxies granted by the
      undersigned and is irrevocable until such time as the Shareholders’ Agreement,
      dated as of February __, 2007, between the undersigned, other shareholders
      of
      the Company and Center Bancorp, Inc. (the “Shareholders’ Agreement”) terminates
      in accordance with its terms. This proxy shall be revoked upon termination
      of
      the Shareholders’ Agreement.

    


    


    Dated:
      ____________________    

    


    


    ______________________________

    [SHAREHOLDER]