Exhibit
10.p


 


HUDSON
UNITED BANCORP

SUPPLEMENTAL EMPLOYEES’ RETIREMENT PLAN

PARTICIPATION AGREEMENT


 


This restated
Participation Agreement (this “Agreement”) is entered into effective
March 1, 2004 between Thomas J. Shara
(the “Participant”) and Hudson United Bancorp (the “Employer”).  The Compensation Committee has previously
designated the Participant as a Member in the Hudson United Bancorp
Supplemental Employees’ Retirement Plan (the “Plan”), as such Plan was restated
effective October 1, 2002, under the terms and conditions set forth in
this Agreement.  This restated Agreement
takes into account certain revisions and clarifications made by the Employer’s
Board of Directors, and is in all other respects a restatement of the
Participation Agreement previously entered into between the Participant and the
Employer. The parties agree that the participation shall be on the terms and
conditions hereinafter set forth:


 


1.                                       Incorporation
by Reference of Plan.  The
provisions of the Plan, a copy of which is attached to this Participation
Agreement, are incorporated by reference herein and shall govern as to all
matters not expressly provided for in this Agreement.  Terms not defined herein shall have the meanings set forth in the
Plan.  Where terms of this Agreement and
the Plan are in conflict, the terms in this Agreement shall govern.


 


2.                                       Impact
on Other Benefits.  Nothing
contained herein shall be deemed to exclude the Participant from any
supplemental compensation, bonus, pension, insurance, severance pay or other
benefit to which otherwise he might be or might become entitled to as an
employee of the Employer.  This
Agreement does not supersede any previous agreements between the Employer and
the Participant regarding the terms and conditions of the Participant’s
employment.


 


3.                                       Legal
fees.  Notwithstanding any contrary
provisions of the Plan, the Participant (and the Participant’s surviving spouse
to whom a benefit is payable under the Plan) shall be entitled to payment from
the Employer for all legal fees and expenses incurred in taking any action to
enforce the terms of this Agreement. 
The Participant (and his or her spouse, if applicable) shall be entitled
to payment of such legal fees and expenses as incurred by him or her, and the
Employer hereby agrees to pay such amounts directly to the Participant’s
attorney or reimburse the Participant upon demand.  In the event that any payment or payments due hereunder are not
paid within 30 days of demand, interest shall accrue on such amounts at a rate
of 12%, compounded monthly, and the Employer shall be liable for such amounts
as well.


 


4.                                       Obligations
of the Participant.  In
consideration for the Employer granting the Participant the rights of a
participant under the Plan, the Participant covenants and agrees as follows.


 


a.                                       No
Solicitation of Customers.  For one
(1) year after termination of Participant’s employment with the Employer, for
any reason whatsoever, the Participant shall not induce any business or entity
which was actually known by the Participant to be a customer of


 

















 


the Employer, or any
subsidiary of the Employer, during the final three (3) months of the
Participant’s employment by the Employer, to cease in whole or in part being a
customer of Employer or its subsidiaries and to become a customer of another
financial institution.  The Participant
shall not be deemed in breach of the covenants set forth in this
Section 4(a) due to the Participant’s employment by another financial
institution which becomes the bank for a customer of the Employer.


 


b.                                      
No Solicitation of Employees. 
For one (1) year after the termination of the Participant’s employment
with the Employer for any reason whatsoever, Participant shall not induce any
person who, during the final three (3) months of the term of the Participant’s
employment with the Employer, was an employee of the Employer or any subsidiary
of the Employer, to terminate his or her employment with the Employer.  The Participant shall not be deemed in
breach of the covenants set forth in this Section 4(b) due to the
Participant’s employment by another financial institution which hires a former
employee of the Employer.


 


c.                                       No
Disparagement.  For a period of one
(1) year following the termination of the Participant’s employment, the
Participant shall not make any written or oral statements which are repeated
and material and which are intended to disparage the Employer or any subsidiary
of the Employer with respect to any matter relating to the business or conduct
of the business of the Employer or any subsidiary of the Employer.  To implement the Remedies provisions of this
Agreement, the Employer must prove by clear and convincing evidence  a breach of the foregoing sentence.


 


The provisions of this
Section will not be considered breached with respect to any testimony
provided by the Participant in connection with any judicial proceeding,
quasi-judicial proceeding, or government or regulatory interview or proceeding.


 


d.                                      Remedies
of the Employer for Breach.  If the
Employer believes that the Participant has breached any of the covenants set
forth in this Section 4, it shall give written notice of such alleged
breach to the Participant within thirty (30) days of the actual discovery
thereof by a senior officer of the Employer. 
Within thirty (30) days of receiving such notice, the Participant shall
have the opportunity to (i) present evidence or arguments to the Employer to
refute the allegations, and/or (ii) cure such breach (if it is capable of being
cured).   The opportunity to cure shall
not be applicable in the event that the Participant has been successful in
soliciting customers or employees of the Employer for another financial
institution in violation of Section 4(a) or (b) hereof or has not
immediately ceased engaging in the conduct giving rise to such breach.  If the Employer reasonably finds that the
Participant has materially breached any covenant set forth in this
Section 4 and the Participant is able to cure but has not cured such
breach pursuant to the terms of this Section 4(d), then the Employer shall
notify the Participant of that belief in writing.  The Employer may then seek a judicial determination of whether a
material breach has occurred.  If a
court of competent jurisdiction in a proceeding to which the Participant is a
party finds that a material breach occurred, then future SERP Benefits may be
terminated.  No such forfeiture may be
enforced without a judicial order to that effect.  Until such time as the judicial order is given effect and is not
appealable, the Employer shall continue to pay the SERP Benefits to the
Participant or his or her spouse and shall likewise continue to pay his or her
legal fees as provided hereunder.  Any
judicial action alleging a breach of this Section 4 must be brought


 


2

















 


within six months of the
alleged breach.  Since a breach of any
of the provisions of this Section 4 may not adequately be compensated by
money damages, the Employer also shall be entitled, in addition to any other
right and remedy available to it, to an injunction restraining such breach or a
threatened breach, and in either case no bond or other security shall be
required in connection therewith, and the Participant hereby consents to the
issuance of such injunction.


 


e.                                       Severability.  If any provision of this Section 4
shall be deemed invalid or unenforceable as written, it shall be construed, to
the extent possible, in a manner which shall render it valid and enforceable,
and any limitations on the scope or duration of any such provision necessary to
make it valid and enforceable shall be deemed to be part thereof; no invalidity
or unenforceability shall affect any other portion of this Agreement.  Any provision of this Section 4 that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions of this Agreement or affecting the
validity or enforceability of such provision in any other jurisdiction.


 


f.                                         No
Relief from Similar Obligations. 
Neither this Agreement nor any termination of this Agreement shall
relieve the Participant from any confidentiality, non-solicitation or
non-disparagement obligations to which he or she is or would have been subject
in the absence of this Agreement by virtue of any contract or agreement,
statutory law, common law or otherwise.


 


5.                                       Acceptance
of Provisions.  The execution of
this Agreement by the Participant shall constitute the Participant’s acceptance
of and agreement to all of the terms and conditions of the Plan and this
Agreement.  This Agreement shall be
binding on the heirs, executors and administrators of the Participant and on
the successors and assigns of the Employer.


 


6.                                       Notices.  All notices and other communications required
or permitted under the Plan and this Agreement shall be in writing and shall be
given either by (i) personal delivery or regular mail, in each case against
receipt, or (ii) first class registered or certified mail, return receipt
requested.  Any such communication shall
be deemed to have been given (a) on the date of receipt in the cases referred
to in clause (i) of the preceding sentence and (b) on the second day after the
date of mailing in the cases referred to in clause (ii) of the preceding sentence.  All such communications to the Employer
shall be addressed to it, to the attention of its Secretary or Chief Executive
Officer, at its then principal office and to the Participant at his last
address appearing on the records of the Employer or, in each case, to such
other persons or address as may be designated by like notices hereunder.  Within forty-five (45) days of a
Participant’s termination of employment, the Employer shall provide to the
Participant (or, if applicable, his or her surviving spouse) a detailed written
statement setting forth the amount of the SERP Benefit, and the assumptions and
facts relied upon in calculating such SERP Benefit.  The Participant then has the right to dispute the calculation of
the SERP Benefit, and the right to seek declaratory relief from a court of
competent jurisdiction as to the proper amount of the SERP Benefit;  the Participant will be entitled to legal
and related fees under Section 3 hereof 
in connection with such dispute and/or judicial action.


 


3

















 


7.                                       Miscellaneous.  This Agreement and the Plan contain a
complete statement of all the arrangements between the parties with respect to
their subject matter.  As set forth in
Section 8.2 of the Plan, the Plan can not be amended to reduce a member’s
accrued benefit thereunder unless all members, including those who have
previously retired, consent to the amendment. 
This Agreement cannot be changed or amended except by a writing executed
by both parties.  This Agreement shall
be binding upon the Employer and its successors.  This Agreement shall be governed by and construed in accordance
with the laws of the State of New Jersey applicable to agreements made and to
be performed exclusively in New Jersey. 
The headings in this Agreement are solely for convenience of reference
and shall not affect its meaning or interpretation.


 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of this first day  of March, 2004.


 


	
  HUDSON UNITED BANCORP

  	
  PARTICIPANT:

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ John H. Tatigian

  	
   

  	
  /s/ Thomas J. Shara

  	
   

  
	
   John
  H. Tatigian

  	
  Thomas J. Shara

  
	
  Chairman, Compensation
  Committee

  	
   

  
					



 


4