Exhibit 10.15

	
  
FEDERAL TRUST BANK
  
	
   
 
	
  
ADDENDUM TO THE
  
	
  
AMENDED SALARY CONTINUATION   AGREEMENT
  
	
   
 
	
            THIS   ADDENDUM is made this 31st day of December, 2005, by and between   Federal Trust Bank, a federal savings bank (“Bank”), and James V. Suskiewich   (“Executive”), and amends that certain agreement between the parties dated   November 10, 2003.
  
	
   
  
	
  INTRODUCTION
  
	
   
 
	
            To   encourage the Executive to remain an employee of the Bank, the Bank is   willing to provide salary continuation benefits to the Executive.
  
	
   
 
	
  
AGREEMENT
  
	
   
 
	
  
This Addendum is entered into in accordance with   certain changes in the law as required by Section 409A of the Internal   Revenue Code of 1986, as amended, and any Treasury Regulations promulgated   thereunder, and shall be applicable only to those non-vested benefits   provided under the aforesaid agreement as of December 31, 2004.  The Executive and the Bank therefore agree   as follows:
  
	
  
 
  
	
  ARTICLE 1
  
	
   
 
	
  
DEFINITIONS
  
	
   
 
	
  
1.1
  	
  
Definitions. Whenever   used in this Agreement, the following words and phrases shall have the   meanings specified:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
1.1.1
  	
  
“Anniversary Date” means the 31st day of   December of each calendar year.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.1.2
  	
  
“Change of Control” means a change in control with respect   to either the Bank or its corporate parent, Federal Trust Corporation, as   defined in 12 C.F.R. Section 574.4(a) or (b) of the OTS regulations, or as   otherwise required by Section 409A of the Internal Revenue Code of 1986, as   amended, and any Treasury Regulations promulgated thereunder.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.1.3
  	
  
“Disability” means sickness, accident or injury   which, in the judgment of a physician appointed by the Bank, prevents the   Executive from performing all of the Executive’s customary duties for the   Bank or as otherwise required by Section 409A of the Internal Revenue Code of   1986, as amended, and any Treasury Regulations promulgated thereunder. As a   condition to any benefits, the Bank may require the Executive to submit to   such physical or mental evaluations and tests as the Bank’s Board of   Directors deems appropriate.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.1.4
  	
  
“Early Retirement   Date” means the   Executive attaining age 55 and completing 7 Years of Service.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.1.5
  	
  
“Effective Date” means the lst day of June, 2003.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.1.6
  	
  
“Month of Service” means each completed full month of a   Year of Service.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.1.7
  	
  
“Normal   Retirement Date” means   the Anniversary Date in the year the Executive attains age 65.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.1.8
  	
  
“Termination of   Employment” means   the Executive’s ceasing to be employed by the Bank for any reason whatsoever,   voluntary or involuntary, other than by reason of an approved leave of   absence.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
1.1.9
  	
  
“Years of Service”   means the total number of consecutive twelve month periods during which the   Executive is employed on a full-time or part-time basis by the Bank,   inclusive of any approved leaves of absence, from the Effective Date of this   Agreement until Termination of Employment.
  














	
  
ARTICLE 2
  
	
   
 
	
  
LIFETIME BENEFITS
  
	
   
 
	
  
2.1
  	
  
Normal Retirement Benefit. If   the Executive terminates employment on or after the Normal Retirement Date   for reasons other than death, the Bank shall pay to the Executive the benefit   described in this Section 2.1.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
2.1.1
  	
  
Computation of Benefit. The   annual benefit under this Section 2.1 shall be an amount equal to sixty   percent (60%) of Executive’s final annual salary at his Normal Retirement   Date, but not more than $290,400.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
2.1.2
  	
  
Payment of Benefit. The   Bank shall pay the amount determined in Section 2.1.1 above in equal   quarterly installments to the Executive on the first day of each quarter   commencing with the month following the Normal Retirement Date and continuing   thereafter for the remainder of his life.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
2.1.3
  	
  
Spousal Benefit. If   Executive’s wife survives him, the Bank shall pay an amount equal to eighty   percent (80%) of Executive’s Normal Retirement Benefit determined in Section   2.1.1 and 2.1.2 to Executive’s wife for the remainder of her life.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
2.1.4
  	
  
Change of Control.    Upon a Change of Control after   benefit payments have commenced under Section 2.1.2 or 2.1.3, the Executive,   or his wife as the case may be, may elect to receive a present value lump sum   payment within sixty (60) days of such Change of Control based on a discount   rate of eight percent (8%) and a life expectancy of age 82.
  
	
   
  	
  
 
  	
  
 
  
	
  
2.2
  	
  
Early Retirement Benefit. If   the Executive terminates employment after the Early Retirement Date but   before the Normal Retirement Date, and for reasons other than death or   Disability, the Bank shall pay to the Executive the benefit described in this   Section 2.2.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
2.2.1
  	
  
Computation of Benefit. The   Early Retirement benefit under this Section 2.2 is the annual benefit   computed as set forth on Exhibit A (“Annual Benefit”) determined as of the   date of Termination of Employment due to Executive’s Retirement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
2.2.2
  	
  
Payment of Benefit. The   Bank shall pay the amount determined in Section 2.2.1 above in equal   quarterly installments to the Executive on the first day of each quarter commencing   with the month following the Early Retirement Date and continuing thereafter   for the remainder of his life.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
2.2.3
  	
  
Spousal Benefit. If   Executive’s wife survives him, the Bank shall pay an amount equal to eighty   percent (80%) of Executive’s early retirement benefit determined in Section   2.2.1 and 2.2.2 to Executive’s wife for the remainder of her life.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
2.2.4
  	
  
Change of Control. Upon   a Change of Control after benefit payments have commenced under Section 2.2.2   or 2.2.3, the Executive, or his wife as the case may be, may elect to receive   a present value lump sum payment within sixty (60) days of such Change of   Control based on a discount rate of eight percent (8%) and a life expectancy   of age 82.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
2.3
  	
  
Disability Benefit.  If the Executive terminates employment   because of Disability prior to the Normal Retirement Date, the Bank shall pay   to the Executive the benefit described in this Section 2.3.
  
	
   
  	
  
 
  
	
  
 
  	
  
2.3.1
  	
  
Computation of Disability Benefit.   The Disability Benefit under this Section 2.3 is the Annual   Benefit determined as of the date of Termination of Employment due to   Disability.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
2.3.2
  	
  
Payment of Benefit. The   Bank shall pay the amount determined in Section 2.3.1 above in equal   quarterly installments to the Executive on the first day of each quarter   commencing with the month following the Disability and continuing thereafter   for the remainder of his life.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
2.3.3
  	
  
Spousal Benefit. If   Executive’s wife survives him, the Bank shall pay an amount equal to eighty   percent (80%) of Executive’s Disability Benefit determined in Section 2.3.1   and 2.3.2 to Executive’s wife for the remainder of her life.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
2.3.4
  	
  
Change of Control. Upon   a Change of Control after benefit payments have commenced under Section 2.3.2   or 2.3.3, the Executive, or his wife as the case may be, may elect to receive   a present value lump sum payment within sixty (60) days of such Change of   Control based on a discount rate of eight percent (8%) and a life expectancy   of age 82.
  




2










	
  
2.4
  	
  
Change of Control Benefit. Upon   a Change of Control while the Executive is employed by the Bank, the Bank   shall pay to the Executive the benefit described in this Section 2.4 in lieu   of any other benefit under this Agreement.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
2.4.1
  	
  
Computation of Benefit. The   Change of Control benefit shall be computed in accordance with the schedule   set forth in Exhibit B.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
2.4.2
  	
  
Payment of Benefit. The   Bank shall pay the amount determined in Section 2.4.1 above to the Executive   as a present value lump sum payment within 60 days of the Change of Control   based on a discount rate of eight percent (8%) and a life expectancy of age   82.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
ARTICLE 3
  
	
   
 
	
  
DEATH BENEFITS
  
	
   
 
	
  
3.1
  	
  
Death During Employment. If   the Executive dies while employed by the Bank, the Bank shall pay to the   Executive’s beneficiary the benefit described in this Section 3.1.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
3.1.1.
  	
  
Computation of Benefit. The   death benefit under this Section 3.1 shall be computed by reference to the   Annual Benefit, determined as of the date of Termination of Employment due to   Executive’s death.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
3.1.2
  	
  
Payment of Benefit.   The Bank shall pay the death benefit to the Executive’s beneficiary, at the   discretion of the Personal Representative of Executive’s estate, in either a   present value lump sum payment within 90 days of Executive’s death, based on   a discount rate of eight percent (8%) and a life expectancy of age 82,   computed by reference to the Annual Benefit, or in 60 equal consecutive   quarterly payments based on one-quarter (1/4) of the Annual Benefit   determined as of the date of Termination of Employment due to Executive’s   death and beginning with the month following the Executive’s death.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
3.2
  	
  
Death During Benefit Period. If   the Executive’s beneficiary dies after death benefit payments have commenced   under Section 3.1.2 of this Agreement, but before receiving all such   payments, the Bank shall pay the remaining benefits to the designated   beneficiary of the Executive’s beneficiary at the same time and in the same   amounts the benefit would have been paid to the Executive’s beneficiary had   he or she survived.
  
	
  
 
  	
  
 
  
	
  ARTICLE 4
  
	
   
 
	
  
BENEFICIARIES
  
	
   
 
	
  
4.1
  	
  
Beneficiary Designations. The   Executive shall designate a “primary” and “contingent” beneficiary by filing   a written designation with the Bank. The Executive may revoke or modify the   designation at any time by filing a new designation. However, designations   will only be effective if signed by the Executive and accepted by the Bank   during the Executive’s lifetime. A beneficiary’s designation shall be deemed   automatically revoked if the beneficiary predeceases the Executive, or if the   Executive names a spouse as beneficiary and the marriage is subsequently   dissolved. If the Executive dies without a valid beneficiary designation, all   payments shall be made to the Executive’s surviving spouse, if any, and if   none, to the Executive’s surviving children in equal shares per survivor, and   if no survivors, to the Executive’s estate.
  
	
  
 
  	
  
 
  
	
  
4.2
  	
  
Facility of Payment. If   a benefit is payable to a minor, to a person declared incompetent, or to a   person incapable of handling the disposition of his or her property, the Bank   may pay such benefit to the guardian, legal representative or person having   the care or custody of such minor, incompetent person or incapable person.   The Bank may require proof of incompetence, minority or guardianship as it   may deem appropriate prior to distribution of the benefit. Such distribution   shall completely discharge the Bank from all liability with respect to such   benefit.
  



3










	
  
ARTICLE 5
  
	
   
 
	
  
GENERAL LIMITATIONS
  
	
   
 
	
  
Notwithstanding any provision of this Agreement to   the contrary, the Bank shall not pay any benefit under this Agreement for the   following reasons:
  
	
  
 
  
	
  
5.1
  	
  
Termination for Cause.  If the Bank terminates   the Executive’s employment for:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
5.1.1
  	
  
Gross negligence or gross neglect of duties;
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
5.1.2
  	
  
Commission of a felony; or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
5.1.3
  	
  
Fraud, disloyalty, dishonesty or willful violation   of any law or material Bank policy in connection with the Executive’s   employment.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
5.2
  	
  
Suicide.  No benefits shall be payable if the   Executive commits suicide prior to August 31, 2005, or if the Executive has   made any material misstatement of fact on any application for life insurance   purchased by the Bank.
  
	
  
 
  	
  
 
  
	
  
ARTICLE 6
  
	
   
 
	
  
CLAIMS AND REVIEW PROCEDURES
  
	
   
 
	
  6.1
  	
  
Claims Procedure. The   Bank shall notify the Executive or his successor in interest (“Claimant”) in   writing, within 90 days of the Claimant’s written application for benefits,   of eligibility or non eligibility for benefits under the Agreement. If the   Bank determines that the Claimant is not eligible for benefits or full   benefits, the notice shall set forth: (i) the specific reasons for such   denial, (ii) a specific reference to the provisions of the Agreement on which   the denial is based, (iii) a description of any additional information or   material necessary for the Claimant to perfect Claimant’s claim, and a   description of why it is needed, and (iv) an explanation of the Agreement’s   claims review procedure and other appropriate information as to the steps to   be taken if the Claimant wishes to have the claim reviewed. If the Bank   determines that there are special circumstances requiring additional time to
make a decision, the Bank shall notify the Claimant of the special   circumstances and the date by which a decision is expected to be made, and   may extend the time for up to an additional 90 day period.
  
	
  
 
  	
  
 
  
	
  
6.2
  	
  
Review Procedure.  If the Claimant is determined by the Bank   not to be eligible for benefits, or if the Claimant believes that Claimant is   entitled to greater or different benefits, the Claimant shall have the   opportunity to have such claim reviewed by the Bank by filing a petition for   review with the Bank within 60 days after receipt of the notice issued by the   Bank. Said petition shall state the specific reasons, which the Claimant   believes entitles Claimant to benefits or to greater or different benefits.   Within 60 days after receipt by the Bank of the petition, the Bank shall   afford the Claimant (and counsel, if any) an opportunity to present   Claimant’s position to the Bank orally, or in writing, and the Claimant (or   counsel) shall have the right to review the pertinent documents. The Bank   shall notify the Claimant of its decision in writing within the 60-day   period, stating specifically the basis of its decision,
written in a manner   calculated to be understood by the Claimant and the specific provisions of   the Agreement on which the decision is based. If, because of the need for a   hearing, the 60-day period is not sufficient, the decision may be deferred   for up to another 60-day period at the election of the Bank, but notice of   this deferral shall be given to the Claimant.
  
	
   
  	
  
 
  
	
  
ARTICLE 7
  
	
   
 
	
  
AMENDMENTS AND TERMINATION
  
	
   
 
	
  
The Bank reserves the right to amend or terminate   this Agreement at any time. In the event of termination of this Agreement,   the benefit to the Executive shall be based on the Annual Benefit determined   as of the date of termination of this Agreement. The Bank shall pay the   benefit to the Executive, at the Bank’s discretion, in either a present value   lump sum payment within 60 days of Executive’s Termination of Employment   based on a discount rate of eight percent (8%) and a life expectancy of age   82, computed by reference to the Annual Benefit, or in equal consecutive   quarterly payments based on one-quarter (1/4) of the Annual Benefit, on the   first day of each quarter commencing with the month following the Executive’s   Termination of Employment and continuing for the remainder of his life. In   the event of amendment, the nonforfeitable benefit accrued as of the   effective date of the amendment shall not be reduced by the
amendment.
  




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ARTICLE 8
  
	
   
 
	
  MISCELLANEOUS
  
	
   
 
	
  
8.1
  	
  
Binding Effect. This   Agreement shall bind the Executive and the Bank, and their beneficiaries,   survivors, executors, administrators.
  
	
  
 
  	
  
 
  
	
  
8.2
  	
  
No Guaranty of Employment. This   Agreement is not an employment policy or contract.  It does not give the Executive the right to remain an employee   of the Bank, nor does it interfere with the Bank’s right to discharge the   Executive. It also does not require the Executive to remain an employee nor   interfere with the Executive’s right to terminate employment at any time.
  
	
  
 
  	
  
 
  
	
  
8.3
  	
  
Non-Transferability. Benefits   under this Agreement cannot be sold, transferred, assigned, pledged, attached   or encumbered in any manner.
  
	
  
 
  	
  
 
  
	
  
8.4
  	
  
Tax Withholding. The   Bank shall withhold any taxes that are required to be withheld from the   benefits provided under this Agreement.
  
	
   
  	
  
 
  
	
  
8.5
  	
  
Applicable Law. The   Agreement and all rights thereunder shall be governed by the laws of Florida,   except to the extent preempted by the laws of the United States of America.
  
	
  
 
  	
  
 
  
	
  
8.6
  	
  
Unfunded Arrangement. The   Executive and any beneficiary are general unsecured creditors of the Bank for   the payment of benefits under this Agreement. The benefits represent the mere   promise by the Bank to pay such benefits. The rights to benefits are not   subject in any manner to anticipation, alienation, sale, transfer,   assignment, pledge, encumbrance, attachment, or garnishment by creditors.
  
	
  
 
  	
  
 
  
	
  
ARTICLE 9
  
	
   
 
	
  
TRUST
  
	
   
 
	
  
9.1
  	
  
Establishment of Trust. Notwithstanding   any other provision or interpretation of this Agreement, the Bank may   establish a trust in which to hold insurance policies to be used to make, or   reimburse the Bank for, payments to the Executive or Beneficiaries of all or   part of the benefits under this Agreement. Any trust assets shall at all   times remain subject to the claims of general creditors of the Bank in the   event of its insolvency as more fully described in the trust.
  
	
   
  	
  
 
  
	
  
9.2
  	
  
Obligations of the Bank. Notwithstanding   the fact that a trust may be established under Section 9.1 hereof, the Bank   shall remain liable for paying the benefits under this Agreement.  However, any payment of benefits to the   Executive or a beneficiary made by such a trust shall satisfy the Bank’s   obligation to make such payment to such person. Upon satisfaction of the   Bank’s obligation to make benefit payments to the Executive or a beneficiary,   such trust shall terminate, and any remaining trust assets shall be returned   to the Bank.
  
	
  
 
  	
  
 
  
	
  
9.3
  	
  
Trust Terms. Any   trust established under Section 9.1 hereof shall be revocable by the Bank;   provided, however, that such a trust shall become irrevocable in accordance   with its terms in the event of a Change of Control. Such a trust may contain   such other terms and conditions as the Bank may determine to be necessary or   desirable. The Bank may terminate or amend any trust established under   Section 9.1 hereof at any time, and in any manner it deems necessary or   desirable, subject to the preceding sentence and the terms of any agreement   under which any such trust is established or maintained.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
IN WITNESS WHEREOF, the Executive and a duly   authorized Bank officer have signed this Agreement on the date first written   above.
  





	
  
EXECUTIVE:
  	
  
 
  	
  
 
  	
  
FEDERAL   TRUST BANK
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
/s/ James V. Suskiewich
  	
  
 
  	
  
 
  	
  
By:
  	
  
/s/ George W. Foster
  
	
  


  	
  
 
  	
  
 
  	
  
 
  	
  


  
	
  James V. Suskiewich
  	
  
 
  	
  
 
  	
  
 
  	
  
George W. Foster,
   Director (On behalf of the Board of Directors)
  




5











EXHIBIT “A”


ANNUAL BENEFIT

	
  
Age at   Retirement
   Annual Salary
  	
   
 	
  
Year of   Retirement
   But Not More Than
  	
   
 	
  
% of   Actual Death or Disability
  	
   
 	
  
Death or   Disability
  
	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  
	
  56
  	
  
 
  	
  
2003
  	
  
 
  	
  
42%
  	
  
 
  	
  
$  93,240
  
	
  
57
  	
  
 
  	
  
2004
  	
  
 
  	
  
45%
  	
  
 
  	
  
$119,250
  
	
  58
  	
  
 
  	
  
2005
  	
  
 
  	
  
48%
  	
  
 
  	
  
$148,800
  
	
  
59
  	
  
 
  	
  
2006
  	
  
 
  	
  
51%
  	
  
 
  	
  
$178,500
  
	
  
60
  	
  
 
  	
  
2007
  	
  
 
  	
  
54%
  	
  
 
  	
  
$216,000
  
	
  61
  	
  
 
  	
  
2008
  	
  
 
  	
  
57%
  	
  
 
  	
  
$250,800
  
	
  
62
  	
  
 
  	
  
2009
  	
  
 
  	
  
60%
  	
  
 
  	
  
$290,400
  
	
  
63
  	
  
 
  	
  
2010
  	
  
 
  	
  
60%
  	
  
 
  	
  
$290,400
  
	
  64
  	
  
 
  	
  
2011
  	
  
 
  	
  
60%
  	
  
 
  	
  
$290,400
  
	
  
65
  	
  
 
  	
  
2012
  	
  
 
  	
  
60%
  	
  
 
  	
  
$290,400
  
















EXHIBIT “B”


CHANGE OF CONTROL ANNUAL BENEFIT

	
  Year
  	
  
 
  	
  
 
  
	
  


  	
  
 
  	
  
 
  
	
  
2003
  	
  
 
  	
  
60% of Actual Annual Salary
  
	
  
 
  	
  
 
  	
  
 
  
	
  
2004
  	
  
 
  	
  
60% of Actual Annual Salary
  
	
  
 
  	
  
 
  	
  
 
  
	
  
2005
  	
  
 
  	
  
60% of Actual Annual Salary
  
	
  
 
  	
  
 
  	
  
 
  
	
  2006
  	
  
 
  	
  
60% of Actual Annual Salary
  
	
  
 
  	
  
 
  	
  
 
  
	
  
2007
  	
  
 
  	
  
60% of Actual Annual Salary
  
	
  
 
  	
  
 
  	
  
 
  
	
  
2008
  	
  
 
  	
  
60% of Actual Annual Salary
  
	
  
 
  	
  
 
  	
  
 
  
	
  
2009
  	
  
 
  	
  
$290,400
  
	
  
 
  	
  
 
  	
  
 
  
	
  2010
  	
   
  	
  $290,400
  
	
   
  	
   
  	
   
  
	
  2011
  	
   
  	
  $290,400
  
	
   
  	
   
  	
   
  
	
  2012
  	
   
  	
  $290,400