ex10-2.htm


    EXHIBIT
      10.2

     

    CHANGE
      IN CONTROL SEVERANCE AGREEMENT

     

    THIS
      CHANGE IN CONTROL SEVERANCE AGREEMENT (“Agreement”) made December 26, 2007,
      between STERLING BANKS, INC. (the “Corporation”), the holding company for
      STERLING BANK, a New Jersey chartered bank (the “Bank” and collectively with the
      Corporation, the “Employer”), and John Herninko (the “Officer”).

     

    WITNESSETH

     

    WHEREAS,
      in order to induce the Officer to be employed by the Bank and in consideration
      of the Officer’s agreeing to be employed by the Bank, the parties desire to
      specify the severance benefits which shall be due the Officer by the Employer
      in
      the event that the Officer’s employment with the Bank is terminated under
      specified circumstances.

     

    NOW
      THEREFORE, in consideration of the mutual agreements herein contained, and
      upon
      the other terms and conditions hereinafter provided, the parties hereby agree
      as
      follows:

     

    1. Definitions.  The
      following words and terms shall have the meanings set forth below for the
      purposes of this Agreement:

     

    (a) Cause.  “Cause”
      shall mean (i) the conviction of, or a plea of guilty or nolo contendere by,
      the
      Officer to a felony, (ii) the issuance by any federal or state banking authority
      of a final order directing that the Corporation or the Employer terminate the
      Officer’s employment, or (iii) the willful engagement by the Officer in
      misconduct, or engagement by the Officer in conduct or lack of conduct
      evidencing dishonesty or neglect, which is materially detrimental to the
      Corporation or the Bank, monetarily or otherwise.

     

    (b) Change
      in Control of the
      Corporation.  A “Change in Control” of the Corporation shall
      mean the occurrence of any of the following:  (i) an event that
      would be required to be reported in response to Item 5.01 of Form 8-K or Item
      6(e) of Schedule 14A of Regulation 14A pursuant to the Securities Exchange
      Act
      of 1934, as amended (“Exchange Act”), or any successor thereto, whether or not
      any class of securities of the Corporation is registered under the Exchange
      Act;
      (ii) any “person” (as such term is used in Sections 13(d) and 14(d) of the
      Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3
      under the Exchange Act), directly or indirectly, of securities of the
      Corporation representing 25% or more of the combined voting power of the
      Corporation’s then outstanding securities; or (iii) during any period of three
      consecutive years, individuals who at the beginning of such period constitute
      the Board of Directors of the Corporation cease for any reason to constitute
      at
      least a majority thereof unless the election, or the nomination for election
      by
      stockholders, of each new director was approved by a vote of at least two-thirds
      of the directors then still in office who were directors at the beginning of
      the
      period.

     

    (c) Code.  “Code”
      shall mean the Internal Revenue Code of 1986, as amended.

     

    
      
        
        

      

      
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    (d) Date
      of
      Termination.  “Date of Termination” shall mean (i) if the
      Officer’s employment is terminated for Cause or for Disability, the date
      specified in the Notice of Termination, (ii) if the Officer’s employment is
      terminated due to the Officer’s death, the date of death, and (iii) if the
      Officer’s employment is terminated for any other reason, the date on which a
      Notice of Termination is given or as specified in such Notice.

     

    (e) Disability.  Termination
      by the Employer of the Officer’s employment based on “Disability” shall mean
      termination because of any physical or mental impairment which qualifies the
      Officer for disability benefits under the applicable long-term disability plan
      maintained by the Employer or any subsidiary or, if no such plan applies, which
      would qualify the Officer for disability benefits under the Federal Social
      Security System.

     

    (f) Effective
      Date.  The Effective Date of this Agreement shall mean the date
      first above written.

     

    (g) Good
      Reason.  Termination by the Officer of the Officer’s employment
      for “Good Reason” shall mean termination by the Officer subsequent to the first
      thirty (30) days following a Change in Control of the Corporation, but prior
      to
      the first twenty-four (24) months following such Change in Control of the
      Corporation, and the occurrence of one of the following:

     

    (i) Without
      the Officer’s express written consent, the assignment by the Bank to the Officer
      of substantial duties that are materially inconsistent with the Officer’s duties
      and responsibilities as an Officer of the Bank immediately prior to a Change
      in
      Control of the Corporation;

     

    (ii) Without
      the Officer’s express written consent, a reduction by the Employer in the
      Officer’s base salary as in effect immediately prior to the date of the Change
      in Control of the Corporation or as the same may be increased from time to
      time
      thereafter or a material reduction in the package of fringe benefits provided
      to
      the Officer;

     

    (iii) The
      principal executive office of the Bank is relocated by more than 45 miles from
      the current principal executive office of the Bank or, without the Officer’s
      express written consent, the Employer requires the Officer to be based anywhere
      other than an area within 45 miles of the location of the Bank’s current
      principal executive office, except for required travel on business of the Bank
      to an extent substantially consistent with the Officer’s present business travel
      obligations;

     

    (iv) Any
      purported termination by the Bank of the Officer’s employment for Disability
      which is not effected pursuant to a Notice of Termination satisfying the
      requirements of paragraph (i) below; or

     

    (v) The
      failure by the Bank to obtain the assumption of and agreement to perform this
      Agreement by any successor as contemplated in Section 5
      hereof.

     

    Notwithstanding
      anything in this Agreement to the contrary, in the event that the Corporation
      receives a Notice of Termination from the Officer notifying the Corporation
      of
      the occurrence of 

     

    
      
        
        

      

      
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    an
      event
      giving rise to Good Reason within ninety (90) days of the occurrence of such
      event, the Corporation shall be given 30 days from the date it receives such
      Notice of Termination to remedy such event.  In the event that the
      Corporation cures such condition within such 30-day period, the event shall
      not
      give rise to Good Reason. Any amounts payable upon a Good Reason termination
      under this Agreement shall be paid only if the Officer actually terminates
      employment within two (2) years following the initial existence of the event
      giving rise to Good Reason.

     

    (h) IRS.  IRS
      shall mean the Internal Revenue Service.

     

    (i) Notice
      of
      Termination.  Any purported termination of the Officer’s
      employment by the Employer for any reason, including without limitation for
      Cause, Disability or Retirement, or by the Officer for any reason, including
      without limitation for Good Reason, shall be communicated by written “Notice of
      Termination” to the other party hereto.  For purposes of this
      Agreement, a “Notice of Termination” shall mean a dated notice which
      (i) indicates the specific termination provision in this Agreement relied
      upon, (ii) sets forth in reasonable detail the facts and circumstances
      claimed to provide a basis for termination of Officer’s employment under the
      provision so indicated, (iii) specifies a Date of Termination, which shall
      be not less than thirty (30) nor more than ninety (90) days after such Notice
      of
      Termination is given, except in the case of the Employer’s termination of the
      Officer’s employment for Cause, which shall be effective immediately; and (iv)
      is given in the manner specified in Section 6 hereof.

     

    (j) Retirement.  “Retirement”
      shall mean voluntary termination by the Officer in accordance with the
      Employer’s retirement policies, including early retirement, generally applicable
      to Bank’s salaried employees.

     

    2.  Rights
      and Benefits Upon Termination.

     

    (a) General.  The
      Officer’s employment under this Agreement may be terminated at any time for any
      reason by action of the Employer upon sending a Notice of Termination to the
      Officer and the Officer may resign at any time for any reason upon sending
      a
      Notice of Termination to the Employer.

     

    (b) Termination
      Absent a Change
      in Control.  In the event that the Officer’s employment is
      terminated by the Bank for Cause, Disability, Retirement, the Officer’s death,
      or for any other reason or the Officer voluntarily resigns and no Change in
      Control shall have occurred at, or within the twelve (12) months prior to,
      the
      Date of Termination, then the Officer shall have no right to any compensation
      or
      other benefits under this Agreement for any period after the applicable Date
      of
      Termination.

     

    (c) Termination
      Following a
      Change in Control.  In the event that the Employer terminates
      the Officer’s employment for any reason other than Cause or the Officer
      voluntarily terminates employment for any reason, by delivering a Notice of
      Termination to the other party hereto within thirty (30) days following a Change
      in Control of the Corporation, then the Employer shall pay to the Officer a
      lump
      sum cash amount equal to two (2) times the Officer’s salary as of the Date of
      Termination (or prior to any reduction thereof resulting in a Good Reason
      resignation), within thirty (30) days of the Date of Termination.  In
      addition, for a period 

     

    
      
        
        

      

      
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    of
      two
      (2) years from the Date of Termination, Officer shall receive a continuation
      of
      all normal welfare benefits in effect with respect to Officer during the two
      (2)
      calendar years prior to Officer’s termination of employment, or, if Employer
      cannot provide such benefits because Officer is no longer an employee, within
      thirty (30) days following the Date of Termination, a lump sum cash payment
      equal to the Officer’s cost of obtaining such benefits on his or her own (or
      substantially similar benefits), increased for any federal or state income
      taxes
      the Officer is required to pay on such amount.  The Officer shall also
      be entitled to receive, in a lump sum cash payment within thirty (30) days
      following the Date of Termination, an amount equal to two (2) times the value
      of
      the Bank’s annual reimbursement limit for club dues and automobile expenses in
      effect with respect to Officer during the two (2) calendar years prior to
      Officer’s termination of employment.

     

    (d) Term
      of Employment Following
      a Change in Control.  If a Change in Control of the Corporation
      occurs and the Officer: (i) does not elect to voluntarily terminate employment
      within the first thirty (30) days of such Change in Control; and (ii) remains
      employed with the Bank subsequent to the thirty-day period following such Change
      in Control, the Officer will thereupon be deemed to have been engaged by the
      Bank, and will thereupon be deemed to have accepted employment with the Bank,
      in
      the Officer’s then current position and corporate office, for a term of
      employment of two (2) years from the date of the Change in Control (the “Term of
      Employment”). During the Term of Employment, the Officer will continue to
      perform substantially the same duties that the Officer performed prior to the
      Change in Control. As compensation for the services to be rendered by the
      Officer during the Term of Employment, the Bank will pay to the Officer, the
      Officer’s base salary at the rate in effect at the time of the Change in
      Control, and the Officer will also participate in such benefit plans as are
      generally made available to senior executive employees; provided, however,
      that
      such benefits must be at least comparable to those benefits received by the
      Officer immediately prior to the commencement of the Term of
      Employment.

     

    (A) In
      the
      event that: (1) the Officer’s employment is terminated by the Bank other than
      for Cause, Disability, Retirement, or the Officer’s death during the final
      twenty-three (23) months of the Term of Employment; or (2) the Officer
      terminates employment for Good Reason, then:

     

    (i) The
      Officer shall be entitled to receive an amount equal to the Officer’s salary as
      of the Date of Termination, paid in equal monthly installments commencing with
      the first business day of the month immediately following the Date of
      Termination and continuing through the end of the Term of Employment (subject
      to
      a twenty-three (23) month maximum).

     

    (ii) In
      addition, for the period from the Date of Termination through the end of the
      Term of Employment (subject to a twenty-three (23) month maximum), the Officer
      shall receive a continuation of all normal welfare benefits and other fringe
      benefits, including, but not limited to, club dues and automobile expenses,
      in
      effect with respect to Officer during the two (2) calendar years prior to
      Officer’s termination of employment, or, if Employer cannot provide such
      benefits because Officer is no longer an employee, within thirty (30) days
      following the Date of Termination, a lump sum cash payment equal to the
      Officer’s cost of obtaining such benefits on his or her own (or substantially
      similar benefits), increased for any federal or state income taxes the Officer
      is required to pay on such amount.

     

    
      
        
        

      

      
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    (B) Notwithstanding
      the foregoing, in the event the Officer is eligible to receive the payments
      and
      benefits described in Section 2(c), the Officer shall not be eligible
      to receive any of the payments and benefits described in this Section
      2(d).

     

    (e) Notwithstanding
      anything in Section 2 to the contrary, to the extent that payments are made
      from
      the Date of Termination of the Officer’s employment through March 15th of the
      calendar year following such termination, they are intended to constitute
      separate payments for purposes of Treas. Reg. § 1.409A-2(b)(2) and thus payable
      pursuant to the “short-term deferral” rule set forth in Treas. Reg. §
1.409A-1(b)(4); to the extent such payments are made following said March 15th,
      they are intended to constitute separate payments for purposes of Treas. Reg.
§
1.409A-2(b)(2) made upon an involuntary termination from service and payable
      pursuant to Treas. Reg. § 1.409A-1(b)(9)(iii), to the maximum extent permitted
      by said provision.  Notwithstanding the foregoing, if the Corporation
      determines that any other payments hereunder fail to satisfy the distribution
      requirement of Code Section 409A(a)(2)(A), the payment of such benefit shall
      be
      delayed to the minimum extent necessary so that such payments are not subject
      to
      the provisions of Code Section 409A(a)(1).

     

    (f) To
      the
      extent that the payment of any amount due under Section 2 hereof is delayed
      by
      reason of Section 409A(a)(2)(B)(i) of the Code, the Employer shall, on or as
      soon as practicable after the Date of Termination, contribute the amounts
      otherwise payable pursuant to Section 2 hereof, together with six months
      interest thereon at 120% of the applicable federal rate, to a grantor (“rabbi”)
      trust of which the Officer is the sole beneficiary (subject to the claims of
      the
      Employer’s creditors, as required pursuant to applicable Internal Revenue
      Service guidance to prevent the imputation of income to the Officer prior to
      distribution from the trust), pursuant to which the amounts payable pursuant
      to
      Section 2 hereof shall be payable from the trust, together with the appropriate
      amount of interest at 120% of the applicable federal rate, on or as soon as
      practicable and in any event within five (5) days after the date that is six
      (6)
      months after the Date of Termination, provided that to the extent such amount
      is
      paid to the Officer by the Employer, the trust shall pay such amount to the
      Employer.

     

    (g) To
      the
      extent it is determined that any benefits under this Section are taxable to
      the
      Officer, they are intended to constitute payments made upon an involuntary
      termination from service and payable pursuant to Treas. Reg.
§1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision and
      to
      the extent the payment of such taxable benefits would exceed the specified
      time
      period under Treas. Reg. §1.409A-1(b)(9)(iii), Officer shall be paid, within 15
      days of the Date of Termination, a lump sum amount in cash equal to the present
      value (determined based upon 120% of the then prevailing monthly short-term
      applicable federal rate) of the Employer’s cost, as of the Date of Termination,
      of otherwise providing such benefit beyond the specified time period under
      Treas. Reg. §1.409A-1(b)(9)(iii).

     

    (h) It
      is the
      intention of the parties that no payment be made or benefit provided to the
      Officer pursuant to this Agreement that would constitute an “excess parachute
      payment” within the meaning of Section 280G of the Code and any regulations
      thereunder, thereby resulting in a loss of an income tax deduction by the
      Corporation or the imposition of an excise tax on the Officer under Section
      4999
      of the Code. If the independent accountants serving as auditors for the
      Corporation on the date of a Change in Control (or any other accounting firm
      designated by the Corporation) determine that some or all of the payments or
      benefits scheduled 

     

    
      
        
        

      

      
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    under
      this Agreement, as well as any other payments or benefits on a Change in
      Control, would be nondeductible by the Corporation under Section  280G
      of the Code, then the payments scheduled under this Agreement will be reduced
      to
      one dollar less than the maximum amount which may be paid without causing any
      such payment or benefit to be nondeductible. The determination made as to the
      reduction of benefits or payments required hereunder by the independent
      accountants shall be binding on the parties. The Officer shall have the right
      to
      designate within a reasonable period, which payments or benefits will be
      reduced; provided, however, that if no direction is received from Officer,
      the
      Corporation shall implement the reductions in its discretion.

     

    (i) Execution
      of Amendment and
      Release. As a condition to the Officer's right to receive the payments
      and benefits otherwise required under this section, he shall execute and deliver
      to the Employer a form of Release Agreement substantially in the form of Exhibit
      A, attached hereto.

     

    3. Mitigation;
      Exclusivity of Benefits.

     

    (a) The
      Officer shall not be required to mitigate the amount of any benefits hereunder
      by seeking other employment or otherwise.

     

    (b) The
      specific arrangements referred to herein are not intended to exclude any other
      benefits that may be available to the Officer upon a termination of employment
      with the Employer pursuant to employee benefit plans of the Employer or
      otherwise.

     

    4. Withholding.  All
      payments required to be made by the Employer hereunder to the Officer shall
      be
      subject to the withholding of such amounts, if any, relating to tax and other
      payroll deductions as the Employer may reasonably determine should be withheld
      pursuant to any applicable law or regulation.

     

    5. Assignability.  The
      Employer may assign this Agreement and its rights and obligations hereunder
      in
      whole, but not in part, to any corporation, bank or other entity with or into
      which the Employer may hereafter merge or consolidate or to which the Employer
      may transfer all or substantially all of its assets, if in any such case said
      corporation, bank or other entity shall by operation of law or expressly in
      writing assume all obligations of the Employer hereunder as fully as if it
      had
      been originally made a party hereto, but may not otherwise assign this Agreement
      or its rights and obligations hereunder.  The Officer may not assign
      or transfer this Agreement or any rights or obligations hereunder.

     

    6. Notice.  For
      the purposes of this Agreement, notices and all other communications provided
      for in this Agreement shall be in writing and shall be deemed to have been
      duly
      given when delivered or mailed by first-class certified or registered mail,
      return receipt requested, postage prepaid, addressed to the respective addresses
      set forth below:

    

      
        	
                To
                  the Employer:

              	
                Secretary

              
	 	
                Sterling
                  Bank

              
	 	
                3100
                  Route 38

              
	 	
                Mount
                  Laurel, New Jersey 08054

              


      


      
        
          
          

        

        
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                To
                  the Officer:

              	
                John
                  Herninko

              
	 	
                319
                  Huckleberry Lane

              
	 	
                Harleysville,
                  PA 19438

              


      

    

     

    7. Amendment;
      Waiver.  No provisions of this Agreement may be modified,
      waived or discharged unless such waiver, modification or discharge is agreed
      to
      in writing and signed by the Officer and such officer or officers as may be
      specifically designated by the Board of Directors of the Employer to sign on
      its
      behalf.  No waiver by any party hereto at any time of any breach by
      any other party hereto of, or compliance with, any condition or provision of
      this Agreement to be performed by such other party shall be deemed a waiver
      of
      similar or dissimilar provisions or conditions at the same or at any prior
      or
      subsequent time.

     

    8. Governing
      Law.  The validity, interpretation, construction and
      performance of this Agreement shall be governed by the substantive laws of
      the
      State of New Jersey and otherwise by the laws of the United States where
      applicable.

     

    9. Nature
      of
      Employment and Obligations.

     

    (a) Nothing
      contained herein shall be deemed to create other than a terminable at will
      employment relationship between the Employer and the Officer, and the Employer
      may terminate the Officer’s employment at any time, subject to providing any
      payments specified herein in accordance with the terms hereof.

     

    (b) Nothing
      contained herein shall create or require the Employer to create a trust of
      any
      kind to fund any benefits that may be payable hereunder, and to the extent
      that
      the Officer acquires a right to receive benefits from the Employer hereunder,
      such right shall be no greater than the right of any unsecured general creditor
      of the Employer.

     

    10. Term
      of
      Agreement.  The term of this Agreement shall run from the
      Effective Date through and including October 1, 2008. Prior to October 1, 2008
      and each October 1 thereafter, this Agreement shall extend for an additional
      year until such time as the Board of Directors of the Employer or the Officer
      gives notice in accordance with the terms of Section 6 hereof of its or the
      Officer’s election, respectively, not to extend the terms of this
      Agreement.  Such written notice of the election not to extend must be
      given not less than thirty (30) days prior to any such October 1.  If
      any party gives timely notice that the term will not be extended as of any
      October 1, then this Agreement shall terminate at the conclusion of its
      remaining term.  References herein to the term of this Agreement shall
      refer both to the initial term and successive terms.

     

    11. Headings.  The
      Section headings contained in this Agreement are for reference purposes
      only and shall not affect in any way the meaning or interpretation of this
      Agreement.

     

    
      
        
        

      

      
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    12. Validity.  The
      invalidity or unenforceability of any provision of this Agreement shall not
      affect the validity or enforceability of any other provisions of this Agreement,
      which shall remain in full force and effect.

     

    13. Counterparts.  This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original but all of which together will constitute one and
      the
      same instrument.

     

    14. Entire
      Agreement.  This Agreement embodies the entire agreement
      between the Employer and the Officer with respect to the matters agreed to
      herein.  All prior agreements between the Employer and the Officer
      with respect to the matters agreed to herein are hereby superseded and shall
      have no force or effect.

     

    IN
      WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
      the
      day and year first above written.

    

      
        	
                Attest

              	
                STERLING
                  BANK

              
	 	 
	
                /s/
                  R. Scott
                  Horner

              	
                By:
                  /s/
                  Robert H.
                  King

              
	
                R.
                  Scott Horner

              	
                Robert
                  H. King

              
	
                Secretary

              	
                President
                  and Chief Executive Officer

              
	 	 
	 	 
	 	
                STERLING
                  BANKS, INC.

              
	 	 
	 	
                By:
                  /s/
                  Robert H.
                  King

              
	 	
                Robert
                  H. King

              
	 	
                President
                  and Chief Executive Officer

              
	 	 
	 	 
	 	
                By:
                  /s/
                  John
                  Herninko

              
	 	 
	 	
                “Officer”

              


      


      
        
          
          

        

        
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    EXHIBIT
      A

    


    Form
      of Release

    


    RELEASE
      AGREEMENT

    


    THIS
      RELEASE AGREEMENT(the “Release Agreement”) is made as of this ______ day of
      _________,20__, by and between STERLING BANKS, INC. (the “Corporation”), the
      holding company for STERLING BANK, a New Jersey chartered bank (the “Bank” and
      collectively with the Corporation, the “Employer”) and ___________________ (the
“Officer”). In consideration of the mutual agreements set forth below, the
      Officer and the Employer hereby agree as follows:

     

    1. General
      Release. In
      consideration of the payments and benefits required to be provided to the
      Officer under the Change in Control Severance Agreement between the Employer
      and
      the Officer, dated ________________ (the “Agreement”) and after consultation
      with counsel, the Officer, for himself and on behalf of each of the Officer's
      heirs, executors, administrators, representatives, agents, successors and
      assigns (collectively, the “Releasors”) hereby irrevocably and unconditionally
      releases and forever discharges the Employer, its majority owned subsidiaries
      and affiliated companies, and each of its officers, employees, directors,
      shareholders and agents (collectively, the “Releasees”) from any and all claims,
      actions, causes of action, rights, judgments, obligations, damages, demands,
      accountings or liabilities of whatever kind or character (collectively,
“Claims”), including, without limitation, any Claims under any federal, state,
      local or foreign law, that the Releasors may have, or in the future may possess,
      arising out of (i) the Officer's employment relationship with and service as
      an
      employee, officer or director of the Employer and any of its majority-owned
      subsidiaries and affiliates, or the termination of the Officer's service in
      any
      and all of such relevant capacities, (ii) the Agreement, or (iii) any event,
      condition, circumstance or obligation that occurred, existed or arose on or
      prior to the date hereof; provided, however, that the release set forth herein
      shall not apply to (iv) the payment and/or benefit obligations of the Employer
      under the Agreement, and (v) any claims Officer, may have under any plans or
      programs not covered by the Agreement in which Officer participated and under
      which Officer has accrued and become entitled to a benefit. Except as provided
      in the immediately preceding sentence, the Releasors further agree that the
      payments and benefits the Employer makes and provides as required by the
      Agreement shall be in full satisfaction of any and all Claims for payments
      or
      benefits, whether express or implied, that the Releasors may have against the
      Employer or any of its affiliates arising out of the Officer's employment
      relationship under the Agreement and the Officer's service as an employee,
      officer or director of the Employer under the Agreement or the termination
      thereof, as applicable.

     

    2. Specific
      Release of ADEA and
      CEPA Claims. In further consideration of the payments and benefits
      provided to the Officer under the Agreement, the Releasors hereby
      unconditionally release and forever discharge the Releasees from any and all
      Claims that the Releasors may have in connection with the Officer's employment
      or termination of employment, arising under the Federal Age Discrimination
      in
      Employment Act of 1967, as amended, and the applicable rules and regulations
      promulgated thereunder (“ADEA”), under the New Jersey Conscientious Employee
      Protection Act (“CEPA”), or any other applicable state or federal law


     

    
      
        
        

      

      
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    directly
      affecting the employment relationship between the Releasor and the Releasee.
      By
      signing this Release Agreement, the Officer hereby acknowledges and confirms
      the
      following:(i) the Officer was advised by the Employer or his then employer
      in
      connection with his termination of employment or retirement to consult with
      an
      attorney of his choice prior to signing this Release Agreement and to have
      such
      attorney explain to the Officer the terms of this Release Agreement, including,
      without limitation, the terms relating to the Officer's release of claims
      arising under the ADEA and the CEPA, and the Officer has in fact consulted
      with
      an attorney; (ii) the Officer was given a period of not fewer than 21 days
      to
      consider the terms of. this Release Agreement prior to its signing; and (iii)
      the Officer knowingly and voluntarily accepts the terms of this Release
      Agreement.

     

    3. No
      Assignment. The
      Officer represents and warrants that he has not assigned any of the Claims
      being
      released hereunder.

     

    4. Claims.
      The Officer
      represents that he has not instituted, assisted or otherwise participated in
      connection with, any action, complaint, claim, charge, grievance, arbitration,
      lawsuit, or administrative agency proceeding, or action at law or otherwise
      against the Releasees. The Officer agrees that he shall not hereafter institute,
      assist or otherwise participate in connection with any arbitration or lawsuit
      asserting Claims released by Section 1.

     

    5. Revocation.
      This
      Release Agreement may be revoked by the Officer within the seven-day period
      commencing on the date the Officer signs this Release Agreement (the “Revocation
      Period”). In the event of any such revocation by the Officer, all obligations of
      the parties under this Release Agreement shall terminate and be of no further
      force and effect as of the date of such revocation. No such revocation by the
      Officer shall be effective unless it is in writing and signed by the Officer
      and
      received by the Employer prior to the expiration of the Revocation Period.
      If
      this Release Agreement is revoked, the Officer agrees to return to the Employer
      any payments made to him in connection with the Release Agreement other than
      compensation theretofore earned in the ordinary course. In the event of
      revocation, the Officer shall not be entitled to any payment or benefit under
      the Agreement, the receipt of which is conditioned on the Officer's execution
      of
      this Release Agreement and the absence of any revocation prior to the expiration
      of the Revocation Period.

     

    6. Non-Disparagement.
      The Officer agrees not to disparage or criticize the Releasees, or any of them,
      or otherwise speak of Releasees, or any of them, in any negative or unflattering
      way to anyone with regard to any matters relating to the Officer's employment
      by
      the Employer or any of its affiliated companies or the business or employment
      practices of such business entities. The Employer agrees, on behalf of itself
      and its affiliated companies, not to disparage or criticize the Officer or
      otherwise speak of the Officer in any negative or unflattering way to anyone
      with regard to any matters relating to the Officer's employment with the
      Employer or any of its affiliated companies. The parties understand that this
      provision is a material provision of this Release Agreement. This section shall
      not operate as a bar to (i) statements reasonably necessary to be made in any
      judicial, administrative or arbitral proceeding, or (ii) internal communications
      between and among the employees of the Employer and its affiliated companies
      with a job-related need to know about this Release Agreement or matters related
      to the administration of this Release Agreement,

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the Employer (on its behalf and on behalf of its affiliated
      companies) and the Officer, intending to be legally bound, have executed this
      Release Agreement on the day and year first above written.

    

      
        	
                Attest

              	
                STERLING
                  BANK

              
	 	 
	 	
                By:
                  ____________________

              
	
                _____________________

              	
                Robert
                  H. King

              
	
                Secretary

              	
                President
                  and Chief Executive Officer

              
	 	 
	 	 
	 	
                STERLING
                  BANKS, INC.

              
	 	 
	 	
                By:
                  _____________________

              
	 	
                Robert
                  H. King

              
	 	
                President
                  and Chief Executive Officer

              
	 	 
	 	 
	 	
                By:
                  _____________________

              
	 	 
	 	
                “Officer”

              


      

    

     

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