Exhibit 10.11


 


COLUMBIA BANK


DIRECTOR DEFERRED COMPENSATION PLAN


Effective September 1, 2007


 


Purpose


 


The purpose of this Columbia
Bank Director Deferred Compensation Plan (the “Plan”) is to provide a deferred compensation opportunity to members
of the Board of Directors of Columbia Bank. The Plan is intended to be unfunded for tax purposes and to comply with the requirements
of Section 409A of the Internal Revenue Code of 1986, as amended and the Treasury regulations or any other authoritative guidance
issued thereunder.


 


Article 1


Definitions


 


Whenever used in this Plan,
the following words and phrases shall have the meanings specified:


 


Bank
means Columbia Bank, a federal savings bank.


 


Benefit
Election Form means the Form attached as Exhibit 2.


 


Change
of Control means a “change in control” for purposes of Section 409A.


 


Code
means the Internal Revenue Code of 1986, as amended.


 


Bank
means Columbia Bank, and any successor.


 


Deferral
Account means the Bank’s accounting of the Director’s accumulated Deferrals plus accrued interest.


 


Deferral
Election Form means the Form attached as Exhibit 1.


 


Deferrals
means the amount of the Director’s Fees which the Director elects to defer according to this Plan.


 


Director
means a member of the Board of Directors of the Bank.


 


Effective
Date means September 1, 2007.


 


Fees
means the total cash compensation (including retainers and meeting fees) payable to a Director during a Plan Year.


 


Plan
Year means the calendar year; provided, however, that the initial Plan Year shall be the period beginning on the Effective
Date and ending December 31, 2007.


 


Section
409A means Code section 409A and the Treasury regulations or other authoritative guidance issued thereunder.


 


Termination
of Service means that the Director ceases to be a member of the Bank’s Board of Directors for any reason whatsoever
other than by reason of a leave of absence, which is approved by the Bank. Notwithstanding the preceding, a Termination of Service
shall not include any event that does not qualify as a “Separation from Service” under Section 409A.


 




     


     


    

 


Article 2


Deferral Election


 


2.1       Timing
of Election; Deferral Amount. A Director shall make a deferral election under the Plan by filing with the Bank a
signed Deferral Election Form within the deadlines established by the Bank, provided that, except as provided below, in no event
shall such an election be made after the last day of the Plan Year preceding the Plan Year in which the services giving rise to
the Fees to be deferred are to be performed. A Director may elect to defer up to one hundred (100) percent of Fees expected to
be earned during a Plan Year.


 


2.2       First
Year of Eligibility. Notwithstanding Section 2.1, if and to the extent permitted by the Bank, in the case of the
first Plan Year in which a Director becomes eligible to participate in the Plan, the Director may make a deferral election at times
other than those permitted above, provided that such election is made no later than thirty (30) days after the date the Director
becomes eligible to participate in the Plan. Such election will apply only with respect to Fees attributable to services performed
after the date the election is made.


 


2.3       Election
Changes. Subject to Section 4.3, a Director may not change his or her deferral election that is in effect for a
Plan Year, unless permitted by the Bank in compliance with Section 409A.


 


2.4       Validity
of Elections. The Bank reserves the right to determine the validity of all deferral elections made under the Plan
in accordance with the requirements of applicable law, including Section 409A. If the Bank, in its sole discretion, determines
that an election is not valid under applicable law, the Bank may treat the deferral election as null and void, and cause the Bank
to pay Fees to the affected Director without regard to the Director’s deferral election. By way of example and not limitation,
if the Bank determines that a deferral election should have been made at a time that is earlier than the time it is actually made
(even if such election would otherwise comply with the terms of the Plan), the Bank will have the right to disregard such election
and to have the Employer pay the Fees to the affected Director without regard to the Director’s deferral election.


 


Article 3


Deferral Account


 


3.1       Establishing
and Crediting. The Bank shall establish a Deferral Account on its books for each participating Director and shall
credit to the Deferral Account the following amounts:


 


3.1.1       Deferrals.
The Fees deferred by the Director as of the time the Fees would have otherwise been paid to the Director.


 


3.1.2       Interest.
Interest is to be accrued on the account balance based on the Federal Funds Rate increased by one percent. The interest shall be
credited on the first business day of the Plan Year, compounded monthly. The interest rate determined as of the first business
day of the Plan Year shall be the same rate used for the entirety of the Plan Year. The Bank may alter the interest crediting rate
formula prospectively with respect to any future Plan Year.


 




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3.2       Statement
of Accounts. The Bank shall provide to the Director, within one hundred twenty (120) days after the end of each
Plan Year, a statement setting forth the Deferral Account balance as of the end of such Plan Year.


 


3.3       Accounting
Device Only. The Deferral Account is solely a device for measuring amounts to be paid under this Plan. The Deferral
Account is not a trust fund of any kind. The Director is a general unsecured creditor of the Bank for the payment of benefits.
The benefits represent the mere promise of the Bank to pay such benefits. The Director’s rights are not subject in any manner
to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by the Director’s
creditors.


 


Article 4


Payment of Benefits


 


4.1       Termination
of Service Benefit. Upon Termination of Service for any reason, the Bank shall pay to the Director the benefit described
in this Section 4.1 in lieu of any other benefit under the Plan.


 


4.1.1       Amount
of Benefit. The benefit under this Section 4.1 is the Deferral Account balance at the Director’s Termination
of Service.


 


4.1.2       Payment
of Benefit. The Bank shall pay the benefit under this Section 4.1 to the Director (i) in a lump sum as soon as practicable
following the Director’s Termination of Service or (ii) as an annual benefit in twelve (12) equal monthly installments payable
over a period of up to ten (10) years on the first day of each month commencing with the month following the Director’s Termination
of Service. If installments are elected, the Bank shall credit interest pursuant to Section 3.1.2 on the remaining Deferral Account
balance during any applicable installment payment period. Notwithstanding the preceding, the Director’s benefit shall automatically
be paid in a lump sum as soon as practicable following the Director’s Termination of Service if (i) the Director has failed
to timely make an election for the payment of the benefit, or (ii) the value of the Director’s Deferral Account as of the
date of the Director’s Termination of Service is ten thousand dollars ($10,000) or less.


 


4.2       Change
of Control Benefit. If irrevocably elected by the Director on a Benefit Election Form (Exhibit 2) duly completed,
executed and submitted to the Bank by the date of the Director’s initial deferral election under the Plan, the Bank shall
pay to the Director the benefit described in this Section 4.2.


 


4.2.1       Amount
of Benefit. The benefit under this Section 4.2 is the Deferral Account balance at the Change of Control.


 


4.2.2       Payment
of Benefit. The Bank shall pay the benefit under this Section 4.2 to the Director (i) in a lump sum as soon as practicable
following the Change in Control or (ii) as an annual benefit in twelve (12) equal monthly installments payable over a period of
up to ten (10) years on the first day of each month commencing with the month following the Change in Control. If installments
are elected, the Bank shall credit interest pursuant to Section 3.1.2 on the remaining Deferral Account balance during any applicable
installment period. Notwithstanding the preceding, if the Director has made the payment election under Section 4.2, the Director’s
benefit shall automatically be paid in a lump sum as soon as practicable following the Director’s Termination of Service
if (i) the Director has failed to timely make an election for the form of the benefit, or (ii) the value of the Director’s
Deferral Account as of the date of the Change in Control is ten thousand dollars ($10,000) or less.


 




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4.3       Unforeseeable
Emergency Distribution. Upon the Bank’s determination (following petition by the Director) that the Director
has suffered an unforeseeable emergency as described below, the Bank shall (i) terminate the then effective deferral election of
the Director to the extent permitted under Section 409A, and (ii) distribute to the Director all or a portion of the Deferral Account
balance as determined by the Bank, but in no event shall the distribution be greater than the amount determined by the Bank that
is necessary to satisfy the unforeseeable emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the
distribution, after taking into account the extent to which the unforeseeable emergency is or may be relieved through reimbursement
or compensation by insurance or otherwise or by liquidation of the Director’s assets (to the extent the liquidation of assets
would not itself cause severe financial hardship); provided, however, that such distribution shall be permitted solely to the extent
permitted under Section 409A. For purposes of this Section, “unforeseeable emergency” means a severe financial hardship
to the Director resulting from (a) an illness or accident of the Director, the Director’s spouse or a dependent (as defined
in Code Section 152(a)) of the Director, (b) a loss of the Director’s property due to casualty, or (c) other similar extraordinary
and unforeseeable circumstances arising as a result of events beyond the control of the Director, each as determined to exist by
the Bank.


 


4.5        In-Service
Distributions. A Participant may also elect to receive some or all of each year's deferrals and related earnings on a specific
distribution date prior to his or her separation from service, as such term is defined under Section 409A, which distribution date
is at least two (2) years after the end of the Plan Year to which such deferrals relate Each specific distribution date shall be
deemed to create a separate deferral account for the Participant, and a maximum of three (3) separate accounts may be established
and maintained by each Participant. Any amount distributable to a Participant shall be distributed in a lump sum on the specified
date. A specified payment date may be extended to a later date only as provided in Section 4.6 of this Plan.


 


4.6       Modification
of Prior Benefit Elections. If permitted by the Bank, but subject to limitations below, a Participant may elect to change
the time or form of payment to him or her, by submitting a new Benefit Election Form to the Bank, provided the following conditions
are met:: (i) such change will not take effect until at least twelve (12) months after the date on which the new election is made
and approved by Bank; (ii) if the original election is pursuant to a specified time or fixed schedule, the change cannot be made
less than twelve (12) months before the date of the first scheduled original payment, and (iii) in the case of an election related
to a payment other than a payment on account of death, disability, or unforeseeable emergency, the first payment with respect to
which the change is made must be deferred for a period of not less than five (5) years from the date such payment would otherwise
have been made.


 


Article 5


Claims and Review Procedures


 


5.1       Claims
Procedure. The Bank shall notify any person or entity that makes a claim against the Agreement (the “Claimant”)
in writing within ninety (90) days of Claimant’s written application for benefits, of his or her 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 (1) the specific reasons for such denial, (2) specific reference to the provisions of the Agreement on which the
denial is based, (3) a description of any additional information or material necessary for the Claimant to perfect his or her claim
and a description of why it is needed and (4) 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 ninety (90) days.


 




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5.2       Review
Procedure. If the Claimant is determined by the Bank not to be eligible for benefit, or if the Claimant believes
that he or she 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 sixty (60) days after receipt of the notice issued by the Bank.
Said petition shall state the specific reasons which the Claimant believes entitle him or her to benefits or to greater or different
benefits. Within sixty (60) days after receipt by the Bank of the petition, the Bank shall afford the Claimant (and counsel, if
any) an opportunity to present his of her position to the Bank verbally or in writing, and the Claimant (or counsel) shall have
the tight 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 sixty (60) days at the election of the Bank, but notice of this deferral shall be
given to the Claimant.


 


Article 6


Amendments and Termination


 


6.1       Termination.
Although the Bank anticipates that it will continue the Plan for an indefinite period of time, there is no guarantee that the Bank
will continue the Plan or will not terminate the Plan at any time in the future. Accordingly, the Bank reserves the right to discontinue
its sponsorship of the Plan and/or to terminate the Plan at any time with respect to any or all of the Directors, by action of
its full Board of Directors. The termination of the Plan shall not adversely affect any Director’s or beneficiary’s
right to receive the payment of any benefits under the Plan as of the date of termination, including the right of the Director
or beneficiary to be paid Plan benefits accrued through the date of termination in accordance with the Plan terms and the Director’s
distribution elections in effect at the time of termination.


 


6.2       Amendment.
The Bank may, at any time, amend or modify the Plan in whole or in part, by action of its full Board of Directors; provided, however,
that no amendment or modification shall be effective to decrease or restrict the rights of a Director is his or her Deferral Account
in existence at the time the amendment or modification is made, including the right to be paid Plan benefits accrued through the
date of the amendment or modification in accordance with the Plan terms and the Director’s distribution elections in effect
at the time of the amendment or modification.


 


Article 7


Miscellaneous


 


7.1       Binding
Effect. This Plan shall bind the Director and the Bank and their beneficiaries, survivors, executors, administrators
and transferees.


 


7.2       No
Guarantee of Service. This Plan is not a contract for service. It does not give the Director the right to remain
in the service of the Employer, nor does it interfere with the Employer’s right to replace the Director. It also does not
require the Director to remain in the service of the Employer nor interfere with the Director’s right to terminate service
at any time.


 


7.3       Non-Transferability.
Benefits under this Plan cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.


 




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7.4       Tax
Withholding. The Employer shall withhold any taxes that are required to be withheld from the benefits provided under
this Plan.


 


7.5       Applicable
Law. The Plan and all rights hereunder shall be governed by the laws of New Jersey, except to the extent preempted
by federal law.


 


7.6       Unfunded
Arrangement. The Director and any beneficiary of the Director are general unsecured creditors of the Bank for the
payment of benefits under this Plan. 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. Any insurance on the Director’s life is a general asset of the Bank to which the Director and the Director’s
beneficiary have no preferred or secured claim.


 


7.7       Reorganization.
The Bank shall not merge or consolidate into or with another entity, or reorganize, or sell substantially all of its assets to
another entity, firm, or person unless such succeeding or continuing entity, firm, or person agrees to assume and discharge the
obligations of the Bank under this Plan. Upon the occurrence of such event, the term “Bank” as used in this Plan shall
be deemed to refer to the successor or survivor entity.


 


7.8       Entire
Agreement. This Plan constitutes the entire agreement between the Bank and the Director as to the subject matter
hereof. No rights are granted to the Director by virtue of this Plan other than those specifically set forth herein.


 


7.9       Administration.
The Bank shall have powers which are necessary to administer this Plan, including but not limited to:


 


(a)       Interpreting
the provisions of the Plan;


 


(b)       Establishing
and revising the method of accounting for the Plan;


 


(c)       Maintaining
a record of benefit payments; and


 


 (d)       Establishing rules and prescribing any forms necessary or desirable to administer the Plan.




 


7.10      Prohibited
Acceleration/Distribution Timing. This Section shall take precedence over any other provision of the Plan to the
contrary. No provision of this Plan shall be followed if following the provision would result in the acceleration of the time or
schedule of any payment from the Plan (i) as would require income tax to a Director prior to the date on which the amount is distributable
to or on behalf of the Director under Article 4 or (ii) which would result in penalties to the Director under Section 409A. In
addition, if the timing of any distribution election would result in any tax or other penalty (other than ordinarily payable Federal,
state or local income or payroll taxes), which tax or penalty can be avoided by payment of the distribution at a later time, then
the distribution shall be made (or commence, as the case may be) on (or as soon as practicable after) the first date on which such
distributions can be made (or commence) without such tax or penalty.


 


7.11      Aggregation
of Employers. To the extent required under Section 409A, if the Bank is a member of a controlled group of corporations
or a group of trades or business under common control (as described in Code Section 414(b) or (c)), all members of the group shall
be treated as a single employer for purposes of whether there has occurred a Termination of Service and for any other purposes
under the Plan as Section 409A shall require.


 


7.12      Designation
of Beneficiar(ies). Each Participant shall have the right to designate a beneficiary or beneficiaries (including
contingent beneficiaries) to receive any benefits payable upon the death of a Participant. No such designation shall be effective
unless completed and submitted in accordance with rules and procedures established by the Bank for this purpose. In the absence
of an effective beneficiary designation, the Participant’s designated beneficiary shall be assumed to be the Participant’s
surviving spouse or, if none, the Participant’s estate.


 




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EXHIBIT 1


 


COLUMBIA BANK


DIRECTOR DEFERRED COMPENSATION PLAN


 


Deferral Election Form


 


Deadline for Completion: ____________, 2007


 


PARTICIPANT
INFORMATION (Please Print in Ink)


 


	Name:	 
	Social Security Number:	 
	Address:	 
	Telephone Number:	 


 


ELECTION TO DEFER


 


I hereby elect to reduce my compensation as
a director of Columbia Bank to be earned during the period ______________, 2007 through December 31, 2007 by the percentage(s)
and/or amount(s) indicated below. I understand that the amount indicated below will be credited to my Deferral Account under the
Plan.


 


(Choose any whole percentage from 0%
to 100% or any whole dollar amount):


 


 






 


I acknowledge that I have been offered an opportunity
to participate in the Plan. I will participate in the Plan in accordance with my elections on this form.


 


I understand that any election under this Plan
is subject to all of the applicable terms of the Plan. I acknowledge that the election made herein will continue until the end
of the above indicated calendar year, unless subsequently changed by me, pursuant to rules contained in the Plan. I hereby acknowledge
(a) that my Plan benefits are subject to the claims of the Bank’s creditors should the Bank become bankrupt or insolvent,
and (b) that a copy of the Plan document and has been provided to me. All capitalized terms not defined in this Deferral Election
Form shall have the same meaning as indicated in the Plan.


 


	Date:	 	 	Signature:	 


 




    	 	Exhibit 1-1	 



     


    

 


EXHIBIT 2


 


COLUMBIA BANK


DIRECTOR DEFERRED COMPENSATION PLAN


 


Benefit Election Form/Beneficiary Designation


 


DIRECTOR
INFORMATION (Please Print in Ink)


 


	Name:	 
	Social Security Number:	 
	Address:	 
	Telephone Number:	 


 


I.        FORM OF DISTRIBUTION. I request payments under the plan to be made in the following forms and at the following times
(check one under each category as applicable):


 


A.           In the event benefits
become payable to me upon Termination of Service, I hereby elect that such payments be made to me in the following form:


 


		(1)	_______            As an annual benefit in twelve (12) equal monthly installments
payable over a period of ____ years (not to exceed ten (10) years) on the first day of each month commencing with the month following
my Termination of Service



 


		(2)	_______            As a lump sum payable as soon as practicable following
my Termination of Service



 


B.            I
hereby elect that any benefits due to me under this Plan be paid upon the occurrence of a Change in Control in the following form:


 


		(1)	_______            As an annual benefit in twelve (12) equal monthly installments payable over a period of ____ years
(not to exceed ten (10) years) on the first day of each month commencing with the month following a Change in Control



 


		(2)	_______            As a lump sum payable as soon as practicable following a Change in Control



 


		(3)	_______            I hereby elect not to have my benefits payable upon a Change in Control, but instead to have my
benefits paid upon the occurrence of a benefit entitlement event (e.g., Termination of Service) occurring at a later date.



 


 C.            I hereby elect that any benefits due me under this Plan with respect to the amounts covered by my Deferral Election Form for the Plan Year ending December 31, _____, shall be paid to me on ___________________ (specified date must be at least two years after the end of the indicated Plan Year).




 




    	 	Exhibit 2-1	 



     


    

 


		II.	BENEFICIARY DESIGNATION



 


I hereby revoke any prior designations of death
benefit beneficiary/ies under the Plan, and I hereby designate the following beneficiary/ies to receive any benefit payable on
account of my death under the Plan, subject to my right to change this designation and subject to the terms of the Plan:


 


	A.	Primary Beneficiary/ies	 
	 	 	 
	 	Name/Address/Telephone	 
	 	 	 
	 	Relationship to Participant	 
	 	% of Plan Benefit	 
	 	Date of Birth	 
	 	Social Security Number	 


 


B.          Contingent
Beneficiary/ies (Will receive indicated portions of Plan benefit if no Primary Beneficiary/ies survive the Participant)


 


	 	Name/Address/Telephone	 
	 	 	 
	 	Relationship to Participant	 
	 	% of Plan Benefit	 
	 	Date of Birth	 
	 	Social Security Number	 


 


I acknowledge that I have been given a copy
of the Plan and I agree that the above elections and designations are subject to all of the terms of the Plan. All capitalized
terms not defined in this Benefit Election Form shall have the same meaning as indicated in the Plan.


 





	Date:	 	 	Signature:	 


 




    	 	Exhibit 2-2