Exhibit 10.2


 


FIRST AMENDMENT TO EMPLOYMENT AGREEMENT


 


THIS FIRST AMENDMENT TO EMPLOYMENT
AGREEMENT (“First Amendment”) is made and entered into as of the 4th day of November 2021, by and between Partners Bancorp,
formerly named Delmar Bancorp (the “Company”), The Bank of Delmarva (the “Bank”), and John W. Breda (“Executive”),
and is effective as of this date.


 


WHEREAS, the Company, the Bank,
and Executive have entered into that certain Employment Agreement dated December 13, 2018 (the “Original Agreement”); and


 


WHEREAS, the Company, the
Bank, Virginia Partners Bank, and OceanFirst Financial Corp. (“OCFC”) are in discussions regarding and anticipate a corporate
combination involving the purchase by OCFC of the stock of the Company that is expected to close on or about March 31, 2022 (the “Transaction”);
and


 


WHEREAS, the Original Agreement
contemplates that on or before December 31, 2021, Executive will have a change in position, whereby he becomes the President and Chief
Executive Officer (“CEO”) of the Company in addition to his role as President and CEO of the Bank; and


 


WHEREAS, in light of the pending
Transaction, the parties agree that the above-referenced change in position should not occur as contemplated by the Original Agreement
and that it is in the best interests of all parties, including Executive, to postpone any such change in position unless and until there
is a determination by the Company Board of Directors, as described below, that the Transaction will not occur; and


 


WHEREAS, the Company, the
Bank, and Executive desire to amend the Original Agreement as set forth herein.


 


NOW, THEREFORE, for and in
consideration of the covenants and conditions hereinafter set forth, and the parties deeming that it is in their mutual best interests
to do so, the Company, the Bank, and Executive, pursuant to Section 17 of the Original Agreement, which permits the parties to modify
the Original Agreement in writing, hereby each consents and agrees to amend the Original Agreement as follows:


 


1.            Section
1.20 of the Original Agreement shall be amended by deleting the current provision, which, for the avoidance of doubt, states that “‘Management
Succession Date’ means December 31, 2021, or such earlier date as the Company Board [of Directors] may in its sole discretion determine,
upon which Executive shall assume the position of President and Chief Executive Officer of the Company in addition to Executive’s
role as President and Chief Executive Officer of the Bank[,]” and replacing current Section 1.20 with the following amended Section
1.20:


 






     


     


    

 


“‘Management Succession
Date’ means the first to occur of the following: (1) the thirtieth (30th) calendar day after the Company Board has determined,
by a majority vote that has taken place as part of a Company Board meeting, that the transaction whereby OceanFirst Financial Corp.
(“OCFC”) acquires Partners Bancorp (“Transaction”) shall not take place or occur, as previously was
contemplated by the non-binding proposal submitted by OCFC, pursuant to its letter of September 13, 2021, or (2) June 30, 2022,
unless the Company Board, prior to June 30, 2022, has determined, by a majority vote that has taken place as part of a Company Board
meeting, that the Transaction remains viable and the Company Board shall continue to pursue the Transaction beyond June 30, 2022, in
which event the Management Succession Date shall be determined as provided in sub-section (1). On the Management Succession Date,
Executive shall assume the position of President and Chief Executive Officer of the Company in addition to Executive’s role as
President and Chief Executive Officer of the Bank. Executive recognizes, acknowledges and agrees, that if the Transaction is indeed
consummated, there will be no Management Succession Date or Company Board vote as described in sub-section (1) herein.
Notwithstanding the foregoing, in the event that the Company Board vote described in sub-section (1) herein would result in a
Management Succession Date that is earlier than December 31, 2021, then the effective time of the Management Succession Date shall
be delayed until close of business on December 31, 2021, at which time it will be effective.”


 


2.            All
provisions of the Original Agreement that have not been amended by this First Amendment shall remain in full force and effect. Notwithstanding
the foregoing, to the extent there is any inconsistency between the provisions of the Original Agreement and the First Amendment, the
provisions of this First Amendment shall control.


 


3.            Each of the parties hereto will, from time to time, and at all times hereafter, upon every reasonable request to do so by any other
party, make, do, execute and deliver, or cause to be made done, executed and delivered, all such further acts, deeds, assurances and things
as may be reasonably required or necessary in order to further implement and carry out the terms and purpose of this First Amendment.


 


4.            This First Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute the same agreement, document, or instrument. Any signature page of any such counterpart, or any electronic signature,
PDF or facsimile thereof, may be attached or appended to any other counterpart to complete a fully executed counterpart of such agreement,
document or instrument, and any electronic or facsimile transmission of any signature shall be deemed an original and shall bind such
party.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]


 






    2


     


    

 


IN WITNESS WHEREOF, each of
the parties hereto has caused this First Amendment to be duly executed on its behalf, all as of the day and year first written above.


 


	PARTNERS
    BANCORP (formerly named Delmar Bancorp)	 
	 	 
	By:	 /s/ Jeffrey F. Turner	 
	Name:	 Jeffrey F. Turner	 
	Title:	 Chairman of the Company Board of Directors	 
	 	 
	BANK
    OF DELMARVA	 
	 	 
	By: 	/s/ Jeffrey F. Turner	 
	Name:	 Jeffrey F. Turner	 
	Title:	 Chairman of the Board of Directors	 
	 	 
	EXECUTIVE:	 
	 	 
	By:	 /s/ John W. Breda	 
	Name: 	John W. Breda	 




 






    3