EX-10.2






Exhibit 10.2




AMENDMENT TO




EMPLOYMENT AND CHANGE OF CONTROL AGREEMENT




     WHEREAS, NewBridge Bancorp (“Company”) intends to enter into a letter agreement with the
United States Department of the Treasury (“UST”) pursuant to which the Company shall issue shares
of preferred stock and a warrant to purchase shares of common stock (together the “Purchased
Securities”) and the UST shall purchase from the Company the Purchased Securities (the “Program”);
and



     WHEREAS, a condition to participation in the Program under the Emergency Economic
Stabilization Act of 2008, enacted October 3, 2008 (“EESA”), is that employment agreements and
other agreements with the chief executive officer, the chief financial officer and certain other
executive officers of the Company (each, a “Covered Employee”) must be amended to comply with the
provisions of the EESA, Treasury Notice 2008-PSSFI, Treasury Notice 2008-TARP, IRS Notice 2008-94,
31 C.F.R. Part 30 and any additional applicable rules or regulations adopted under the EESA (the
“Authorities”);



     WHEREAS,                      (“Executive”) is a Covered Employee and is a party with NewBridge
Bank, a wholly-owned subsidiary of the Company (the “Bank”), to an Employment and Change of Control
Agreement, dated                      (“Employment Agreement”);



     NOW, THEREFORE, the Bank and Executive agree to amend the Employment Agreement (with the
Company being a party to such amendment) by adding thereto the following:



 









 





     (     ) Special Provisions During Treasury Holding Period. The following provisions
shall be in force and effective throughout the period that the UST holds an equity or debt position
in the Company pursuant to the Program (the “Treasury Holding Period”):



          (a) Controlled Group of Companies. The term “Company” as used herein shall be deemed
to include all members of a “controlled group of corporations” (as such term is defined in the
Authorities) of which the Company is a member.




          (b) Return of Incentive and Bonus Compensation. In the event that Executive receives
one or more payments of incentive compensation and/or bonus compensation during the Treasury
Holding Period, whether pursuant to a plan, agreement, understanding, policy, action of the Board
of Directors of the Company or other similar arrangement, and it shall thereafter be determined by
the Company’s Board of Directors, the UST or the Company’s or the Bank’s primary federal regulator
that the payments of such incentive compensation and/or bonus compensation were calculated, in
whole or part, based upon materially inaccurate financial statements of the Company and/or
materially inaccurate performance metric criteria, then Executive shall promptly, but in no event
less than thirty (30) days after such determination is made, pay to the Company (or, at the
Company’s direction, to the Bank) a sum equal (A) the amount of each such payment less (B) the
amount which such payment would have been if calculated using accurate financial statements of the
Company and accurate performance metric criteria.




 









 








     Within ten (10) days of being advised of any such determination, Executive may exercise an
appeal and seek redress from such determination, after having made the repayment set forth in the
preceding paragraph, as follows:




     i. If such determination was made by the Company’s Board of Directors, Executive may
require the Board of Directors to promptly engage an independent audit firm (which may be
the Company’s independent audit firm if permissible under laws, regulations and rules
applicable to such firm) to review and evaluate the bases of such determination. Such
review shall be concluded promptly but in no event more than thirty (30) days after the
engagement of such firm. The report of the firm engaged shall be final and may not be
challenged by Executive whether by the filing of a civil lawsuit or otherwise (and
Executive expressly waives and releases any and all rights to do so). In the event that
the firm engaged determines either that (x) neither the applicable financial statements nor
the performance metric criteria were materially inaccurate or (y) that aggregate
inaccuracies in the financial statements and/or the performance metric criteria were less
than 10% of the amounts identified as inaccurate in the applicable determination, then the
Company shall pay the fees and expenses of such firm incurred in connection with such
review and report. In all other instances, Executive shall be responsible for such fees
and expenses.




     ii. If such determination was made by the UST or the Company’s or the Bank’s primary
federal banking regulator, Executive shall have such opportunities for redress as are
permitted by the UST or such federal regulator, as applicable, or otherwise by applicable
law.



 









 





          (c) Incentive Compensation Arrangements. Executive agrees that notwithstanding any
provision of the Employment Agreement or any incentive compensation plan, agreement, understanding,
policy, action of the Company’s Board of Directors or other similar arrangement, during the
Treasury Holding Period, Executive will only be entitled to participate (to the extent Executive is
entitled to participate in incentive compensation arrangements of the Company pursuant to an action
of the Board of Directors, the Employment Agreement, a policy of the Company or other similar
development) in incentive compensation arrangements that the compensation committee of the
Company’s Board of Directors (or a committee acting in a similar capacity) has reviewed as provided
in Treasury Notice 2008-PSSFI and has determined do not encourage the Company’s senior executive
officers to take unnecessary and excessive risks that threaten the value of the Company or the
Bank, and that have been certified by such compensation committee (or committee acting in a similar
capacity) as required under Treasury Notice 2008-PSSFI as not encouraging the Company’s senior
executive officers to take unnecessary and excessive risks that threaten the value of the Company
or the Bank.




          (d) Prohibited Golden Parachute Payments. In the event that Executive is severed from
employment with the Company during the Treasury Holding Period (i) by reason of an involuntary
termination of Executive by the Company or the Bank, or (ii) in connection with any bankruptcy
filing, insolvency or receivership of the Company or the Bank, each of the terms in items (i) and
(ii) as defined in the Authorities, notwithstanding any other provision of the Employment
Agreement; any stock award plan, award, grant, agreement, understanding or other arrangement; any
supplemental



 









 






employee retirement plan, pension plan or profit sharing plan (other than a tax qualified
plan); or any other plan, agreement, understanding or other arrangement between the Company and
Executive providing compensation to or economic benefit for Executive upon the termination of
Executive’s employment by the Company, Executive shall not receive an aggregate of payments on
account of such a severance from employment having a present value which equals or exceeds the
“parachute payment” amount set forth in Section 280G(e) of the Internal Revenue Code (“IRC”), as
added by the EESA. The calculation of the amount of the present value of aggregate payments of
compensation to, or for the benefit of, Executive shall be calculated as provided in IRC Section
280G(e) and IRS Notice 2008-94. Executive shall be permitted to elect which payments and/or
benefits shall be reduced and in what amounts to effect any reduction necessary to comply with the
foregoing prohibition; provided, however, that if Executive does not make such election within
fifteen (15) days following the severance of Executive’s employment, the Board of Directors of the
Company (or any successor entity) or its designee shall make such election. Executive waives any
and all rights to contest, seek redress for, or file a civil action to enjoin or obtain damages in
connection with any such election by such Board or its designee.




(Remainder of page intentionally left blank)




 









 







IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment to the
Employment and Change of Control Agreement as of December 12th, 2008.




	 	 	 	 	 
	 	NEWBRIDGE BANCORP

 	 
	 	By:  	 	 
	 	 	Chief Executive Officer 	 
	 	 	 	 
	 
	 	NEWBRIDGE BANK

 	 
	 	By:  	 	 
	 	 	Chief Executive Officer 	 
	 	 	 	 
	 
	 	EXECUTIVE: