Exhibit
10z


 


HUDSON
UNITED BANCORP

SUPPLEMENTAL EMPLOYEES’ RETIREMENT PLAN

PARTICIPATION AGREEMENT


 


This Participation
Agreement (this “Agreement”) is entered into effective September 22, 2003
between James Nall (the “Participant”) and Hudson United Bancorp (the
“Employer”).  The Compensation Committee
has 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.  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.                                       Additional
Terms.


 


2.1.                              Additional
Years of Credited Service. 
Notwithstanding anything to the contrary herein or under the Plan, as of
his employment commencement date with the Employer (September 22, 2003),
the Participant will be credited with 9.00 years of Credited Service (for
benefit accrual purposes and early retirement eligibility purposes (Rule of
85)) under Section 3.1 of the Plan, with additional years of Credited
Service to accrue at a rate of 2.5417 years of Credited Service per year
employed until October 1, 2009 and thereafter at the rate of one year of
Credited Service per year employed thereafter. 
In the event that a Change of Control occurs prior to October 1,
2009, or if the Participant’s employment ends as a result of (i) death, or (ii)
permanent and total disability (within the meaning of Section 105(d)(4) of
the Internal Revenue Code) or (iii) termination by the Employer without “cause”
as defined below, then the total years of Credited Service then credited to the
Participant will be increased to 24.25 years (but will not increase further
unless the Participant earns Credited Service after October 1, 2009).


 


•                                          For
purposes of this Agreement, “cause” with respect to the termination by the Employer
of Participant’s employment shall mean (i) willful and continued failure by the
Participant to materially perform his duties for the Employer under this
Agreement after at least one warning in writing from the Employer’s Chief
Executive Officer (with a copy to the Board of Directors) identifying
specifically any such material failure and offering a reasonable opportunity to
cure such failure; (ii) the willful engaging by the Participant in material
misconduct which causes material injury to the Employer as specified in a
written notice to the Participant from the Employer’s Chief Executive Officer
(with a copy to the Board of Directors); or (iii) conviction of a crime (other
than a traffic violation), habitual drunkenness, drug abuse, or excessive absenteeism
other than for illness, after a


 

















 


warning (with respect to
drunkenness or absenteeism only) in writing from the Employer’s Chief Executive
Officer (with a copy to the Board of Directors) to refrain from such
behavior.  No act or failure to act on
the part of the Participant shall be considered willful unless done, or omitted
to be done, by the Participant not in good faith and without reasonable belief
that the action or omission was in the best interest of the Employer.  The Employer shall have the burden of
proving cause by clear and convincing evidence


 


2.2.                              Vesting.    In lieu of the vesting
schedule set forth in Article IV of the Plan and except as set forth
below, the Participant will be 100% vested at all times.


 


2.3.                              Minimum
Average Monthly Compensation.  For
purposes of the calculation of the amount of the Participant’s benefit under
Section 3.1 of the Plan, the term Average Monthly Compensation shall never
be less than thirty-five thousand dollars ($35,000.00), amounting to annual
average compensation of $420,000 per year, provided, however, that if for the
calendar year 2004 (or any future calendar year) the Participant is employed by
the Employer for the full calendar year and he earns total Compensation for
such calendar year of less than $420,000, then the minimum Average Monthly
Compensation shall be calculated by using an average obtained by dividing by 60
the total Compensation earned during the 60 consecutive month period out of the
most recent 120 months of employment that yield the highest average, but
deeming him to have earned total Compensation of $420,000 per calendar year for
2003 and years prior to 2003 (when he actually was not employed by the
Company), but such calculation must be performed by including the actual total
Compensation paid in each of the years following 2003 (even if such total
Compensation amounts are less than $420,000.


 


2.4.                              Examples.  To clarify the application of the provisions
of this Agreement, the following examples are provided:


 


•                                          If
the Participant’s employment with the Employer ends as a result of his death or
permanent and total disability, or if the Participant’s employment is
terminated by the Employer without “cause,” on or before September 30,
2009, or if the Participant retires on September 30, 2009, the minimum
benefit payable under the Plan would be calculated as follows:  (a) 1% of $35,000, times 24.25 (9.00 years
of deemed Credited Service, plus 15.25 years of earned Credited Service (6
actual years times 2.5417 credited years)), plus (b) 1⁄2 % of ($35,000
minus $5,414(1)), times 24.25, equaling a benefit of $12,074.80 per month (or
$144,897.60 per year).


 


•                                          The
annual benefit amount calculated above would be reduced by the benefit payable
under the regular pension plan, must be adjusted for retirement before the
Normal Retirement Date, if applicable, and will be subject to the form of
benefit election elected by the Participant or his beneficiary.  The annual benefit calculated above could be
reduced if Participant earns less than $420,000 in any full calendar year of
employment with the Employer.


 












(1)  The $5,414
amount, which is Monthly Covered Compensation, is based upon the 2003 Covered
Compensation Table, issued by the Internal Revenue Service, with an assumed
date of birth of 1948.  This amount will
fluctuate each year.


 


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3.                                       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.


 


4.                                       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.


 


5.                                       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.


 


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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 5(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 5(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 5, 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 5(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 5 and the Participant is able to cure but has not cured such
breach pursuant to the terms of this Section 5(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


 


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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 5 must be brought within
six months of the alleged breach.  Since
a breach of any of the provisions of this Section 5 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 5
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 5 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.


 


6.                                       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.


 


7.                                       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 


 


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SERP Benefit;  the Participant will be entitled to legal
and related fees under Section 4 hereof in connection with such dispute
and/or judicial action.


 


8.                                       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 5th day of March,
2004.


 


	
  HUDSON UNITED BANCORP

  	
  PARTICIPANT:

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
    /s/ John H.
  Tatigian

  	
   

  	
  /s/ James Nall

  	
   

  
	
  John
  H. Tatigian

  	
    James Nall

  
	
  Chairman,
  Compensation Committee

  	
   

  
					



 


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