Exhibit 10.1

 

July 13, 2015

 

Michael Lesler

28 Vincent Drive

Clifton, New Jersey 07013

 

Dear Mike:

 

This letter agreement (the “Agreement”) will spell out the terms of your employment with the Bank of New Jersey (the “Bank”).  You will be referred to in this Agreement as “you” or “Employee.”  By signing this Agreement, you acknowledge and agree that the Employment Agreement Between Bank of New Jersey and Michael Lesler dated as of June 2, 2014, is void and of no effect and that your employment with the Bank is governed by this Agreement.

 

EMPLOYMENT TERMS

 

	
POSITION:
    	
 
    	
President and Chief Executive Officer
    
	
 
    	
 
    	
 
    
	
LOCATION:
    	
 
    	
The Bank’s offices, currently located in Ft. Lee, New Jersey, subject   to reasonable travel.
    
	
 
    	
 
    	
 
    
	
COMPENSATION:
    	
 
    	
Base Salary — $375,000 annual base salary   payable pursuant to the Bank’s ordinary payroll practices.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Annual Bonus — You shall be eligible to   receive an annual discretionary bonus at the sole discretion of the Board of   Directors and its Compensation Committee. You must be employed by the Bank at   the time any bonus is paid to be eligible to receive any such bonus.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Stock Options. You may be eligible   to participate in equity arrangements as may be approved by the shareholders   of the Bank in such amounts, and pursuant to such terms, as shall be   authorized by the Board in its sole discretion.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Time Off. You shall be entitled to   five weeks paid vacation per calendar year. Such time off must be taken at a   time reasonably convenient to Bank and must be approved by the Bank in   advance.
    


 











 

	
EXPENSES:
    	
 
    	
The Bank shall reimburse you for customary business expenses.
    
	
 
    	
 
    	
 
    
	
BENEFITS:
    	
 
    	
You will be eligible to receive benefits, including health,   vision, dental and life insurance benefits in accordance with the policies   developed by the Bank and approved by the Board of Directors.
    
	
 
    	
 
    	
 
    
	
AT-WILL EMPLOYMENT
    	
 
    	
Your employment with the Bank is “at will”, which means that you   retain the option, as does the Bank, of ending your employment with the Bank   at any time for any reason or for no reason, regardless of cause, with or   without prior notice.
    
	
 
    	
 
    	
 
    
	
CONFIDENTIALITY:
    	
 
    	
Employee recognizes and acknowledges that the Proprietary   Information (as hereinafter defined) is a valuable, special and unique asset   of the Bank. As a result, both while employed by the Bank and thereafter, the   Employee shall not, without the prior written consent of the Bank, for any   reason either directly or indirectly divulge to any third party or use for   his own benefit, or for any purpose other than the exclusive benefit of the   Bank, any confidential, proprietary, business and technical information or   trade secrets of the Bank, the Bank or of any subsidiary or affiliate of the   Bank or the Bank (the “Proprietary Information”) revealed, obtained or   developed in the course of his current employment with the Bank. “Proprietary   Information” shall include, but shall not be limited to, the intangible   personal property; business information, including project, financial,   accounting and personnel information, business strategies, plans and   forecasts, customer lists, customer information, mortgage loan borrower   lists, secondary market investor lists, licenses, governmental approvals,   telephone numbers, facsimile numbers, email addresses, and sales and   marketing plans, efforts, information and data; technical information,   including research design, results, techniques and processes; computer   processing systems and techniques; concepts, layouts, and specifications;   know-how; any non-public personal information of any customers or mortgage   loan applicants; any associated user or service manuals or other like textual   materials (including any other data and materials used in performing the   Employee’s duties); all computer inputs and outputs (regardless of the media   on which stored or located); hardware and software configurations, designs,   technical management information, including project proposals, research   plans, status reports, performance objectives and criteria, and analyses of   areas for business development; and all information and materials received by   the Bank, the Bank or any subsidiary or affiliate of the Bank or the Bank, or   the Employee from a third party subject to an obligation of confidentiality   and/or non-disclosure. Nothing contained herein shall restrict the Employee’s   ability to make such disclosures during the Term as may be necessary to the   effective and
    


 











 

	
 
    	
 
    	
efficient discharge of the duties required by the Position or as   such disclosures may be required by law. Furthermore, nothing contained   herein shall restrict the Employee from divulging or using for his own   benefit or for any other purpose any Proprietary Information that is readily   available to the general public, so long as such information did not become   available to the general public as a direct or indirect result of the   Employee’s breach of this Section. Failure by the Bank, or any subsidiary or   affiliate of the Bank, to mark any of the Proprietary Information as   confidential or proprietary shall not affect its status as Proprietary   Information under the terms of this Agreement.
    
	
 
    	
 
    	
 
    
	
BOARD RESIGNATION:
    	
 
    	
Upon termination or resignation of your employment for any   reason, you shall simultaneously resign from the board of directors of the   Bank and from all other positions (Board and management) at its parent   company, affiliates and subsidiaries. By executing this Agreement, you hereby   agree and are deemed to have irrevocably agreed that your resignation from   the board of directors of the Bank and its subsidiaries shall be effective on   the termination of your employment, and you shall execute any documentation   deemed reasonable or necessary by the Board to acknowledge and confirm such   resignations. Notwithstanding the forgoing however, you acknowledge and agree   that termination of your employment for any reason or no reason shall be   cause under the New Jersey Banking Act and applicable law for the Board to   remove you from the Board.
    
	
 
    	
 
    	
 
    
	
ATTORNEY REVIEW
    	
 
    	
The Bank acknowledges that it has been represented by Pepper   Hamilton, LLP in connection with this Agreement and that it has had ample   opportunity to review and consider this Agreement with the advice of counsel.   You acknowledge that you have been represented by counsel of your choosing in   connection with this Agreement and that you have had ample opportunity to   review and consider this Agreement with the advice of counsel.
    
	
 
    	
 
    	
 
    
	
NOTICES
    	
 
    	
All notices sent to any party to this Agreement in connection   with any matter related to this Agreement shall be sent by hand-delivery, by   overnight mail via a national carrier such as Federal Express, or by   certified mail to the following:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
For the Bank:
    
	
 
    	
 
    	
 
    	
Joel   Paritz
    
	
 
    	
 
    	
 
    	
c\o   Paritz & Company, P.A.
    
	
 
    	
 
    	
 
    	
15   Warren Street, #25
    
	
 
    	
 
    	
 
    	
Hackensack,   New Jersey 07601
    


 











 

	
 
    	
 
    	
 
    	
and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
Anthony   Siniscalchi
    
	
 
    	
 
    	
 
    	
c\o   A. Uzzo & Company
    
	
 
    	
 
    	
 
    	
287   Bowman Avenue
    
	
 
    	
 
    	
 
    	
Purchase,   New York 10577
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
With a   copy to:
    
	
 
    	
 
    	
 
    	
Donald   Readlinger, Esq.
    
	
 
    	
 
    	
 
    	
Pepper   Hamilton, LLP
    
	
 
    	
 
    	
 
    	
301   Carnegie Center, Suite 400
    
	
 
    	
 
    	
 
    	
Princeton,   NJ 08543
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
For   Michael Lesler
    
	
 
    	
 
    	
 
    	
Michael   Lelser
    
	
 
    	
 
    	
 
    	
28   Vincent Drive
    
	
 
    	
 
    	
 
    	
Clifton,   New Jersey 07013
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
With a   copy to:
    
	
 
    	
 
    	
 
    	
Richard   Weiner, Esq.
    
	
 
    	
 
    	
 
    	
Aronsohn   Weiner & Salerno
    
	
 
    	
 
    	
 
    	
263 Main   Street
    
	
 
    	
 
    	
 
    	
Hackensack,   NJ 07601
    
	
 
    	
 
    	
 
    	
 
    
	
ENTIRE AGREEMENT:
    	
 
    	
This   Agreement and the Change of Control Agreement dated June 23, 2006   constitute the entire agreement between the Bank and you with respect to the   subject matter hereof, and this Agreement supersedes all other undertakings   and agreements, whether oral or in writing, previously entered into by the   Bank and you with respect thereto, including but not limited to the   Employment Agreement Between Bank of New Jersey and Michael Lesler dated as   of June 2, 2014.  All prior   correspondence and proposals and all prior offers, promises, representations,   understandings, arrangements and agreements relating to such subject matter   are of no further effect, including, but not limited to, the Employment   Agreement Between Bank of New Jersey and Michael Lesler dated as of   June 2, 2014, which you acknowledge is void.  This Agreement shall be governed by and   construed in accordance with the laws of the State of New Jersey, without   regard to conflicts of laws principles thereof.
    


 

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For good and reasonable consideration, the receipt and sufficiency of which is hereby acknowledged by you and the Bank, the parties enter into this Agreement by setting forth their signatures in the spaces provided below.

 

	
 
    	
 
    	
Very   truly yours,
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Bank of   New Jersey
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Steven   Crevani
    
	
 
    	
 
    	
Steven   Crevani, Chairman of the Compensation Committee
    
	
 
    	
 
    
	
 
    	
 
    
	
Acknowledged   and Agreed:
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Michael   Lesler
    	
 
    	
Date:
    	
7/23/15
    	
 
    
	
Michael   Lesler