Unassociated Document


  
    Exhibit
10.7

     

    TWO
RIVER COMMUNITY BANK

    
      Supplemental
Executive Retirement Agreements

    

    
      

      

    

    
      FIRST
AMENDMENT

      TO
THE

      TWO
RIVER COMMUNITY BANK

      SUPPLEMENTAL
EXECUTIVE RETIREMENT AGREEMENT

      DATED
JANUARY 1, 2005

      FOR

      MICHAEL
J. GORMLEY

      


      THIS FIRST
AMENDMENT is executed on this 30th day of October, 2008, to be deemed to have
been effective as of January 1, 2005, by and between Two River Community Bank, a
New Jersey-chartered commercial bank the principal address of which is 1250
Highway 35 South, Middletown, New Jersey 07748, and Michael J. Gormley (the
“Executive”).

       

      WHEREAS, Two River
Community Bank and the Executive executed that certain Supplemental Executive
Retirement Agreement (the “Agreement”) dated January 1, 2005, which Agreement
had an Effective Date of November 1, 2004; and

       

      WHEREAS,  Two River Community Bank and the Executive wish to
amend the Agreement as, and to the extent, set forth in this First
Amendment for
the purpose of bringing the Agreement into full compliance with Section 409A of
the Internal Revenue Code and the Treasury Regulations which have been
implemented under Section 409A of the Code.

       

      NOW, THEREFORE,
the Agreement is amended as follows:

       

      The following
Section 1.0 shall be added to the Agreement immediately preceding Section
1.1:

       

      
        	
                1.0

              	
                “Bank”
      means, for all purposes of this Agreement, Two River Community Bank and
      all of those entities (including, as of the date of this Amendment,
      Community Partners Bancorp and The Town Bank) which are within the same
      controlled group of corporations within the meaning of Section 1563(a) of
      the Code as is Two River Community Bank and which are, with Two River
      Community Bank, deemed to be a single employer by the application of
      Section 414(b) of the Code, all of which entities (including Two River
      Community Bank) shall be conclusively deemed for all purposes of the
      Agreement to be a single entity and a single recipient of the services
      provided by the Executive to any such entity, or any combination of such
      entities.

              


      

      
        
        

      

       

      Section
1.13 of the Agreement shall be deleted in its entirety and replaced by the
following:

       

      
        	
                1.13

              	
                “Separation
      from Service”
      means the termination of the Executive’s employment
      with
      the Bank under circumstances which meet the standards set forth in this
      Section 1.13, for reasons other than death.  Whether
      a Separation from Service takes place shall be determined in accordance
      with the applicable provisions of Code Section 409A and all related United
      States Department of the Treasury guidance or Regulations, and shall be
      based upon whether the facts and circumstances surrounding the termination
      of the Executive’s employment indicate that the Bank and the Executive
      reasonably anticipate that the Executive either (i)
      will provide
      no significant services in any capacity for the Bank or any affiliate
      following such termination, or (ii)
      will,
      as an employee or independent contractor,  provide services to
      the Bank or any affiliate of the Bank following
      such termination of employment at
      an annual rate which is not more than twenty percent (20%) of the services
      rendered, on average, during the immediately preceding thirty six (36)
      full calendar months (or
      the full period for which the Executive provided services to the Bank
      (whether as an employee or as an independent contractor) if the Executive
      has, at the time of the termination of the Executive’s employment, been
      providing services for a period of less than thirty six (36)
      months).

              


      

      
 

      
        
          
          

        

        
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        TWO
RIVER COMMUNITY BANK

        
          Supplemental
Executive Retirement Agreements

        

        
          

          

        

      

      
        
          
            The
Executive’s employment
relationship will be treated as continuing intact while the Executive is
on military leave, sick leave, or other bona fide leave of absence if the period
of such leave of absence does not exceed six (6) months, or if longer,
for
so
long as the Executive’s right
to reemployment with the Bank is
provided either by statute or by contract.  If the period of leave
exceeds six (6) months and there is no right to reemployment, a Separation
from Service will
be deemed to have occurred as of the first day immediately
following such six (6) month period.

          

        

      

      


      The following
Section 1.13a shall be added to the Agreement immediately following Section
1.13:

       

      
        	
                1.13a

              	
                “Specified
      Employee” means a key employee (as defined in Section 416(i) of the
      Code without regard to paragraph 5 thereof) of the Bank if any stock of
      the Bank is publicly traded on an established securities market or
      otherwise, as conclusively determined by the Plan Administrator based on
      the twelve (12) month period ending each December 31 (the “identification
      period”).  If the Executive is determined to be a Specified
      Employee for an identification period, the Executive shall be treated as a
      Specified Employee for purposes of this Agreement during the twelve (12)
      month period that begins on the first day of the fourth month following
      the close of the identification period.


              


      

      


      Sections
2.1 and 2.1.2 of the Agreement shall be deleted in their entirety and replaced
by the following:

      
         

        
          	
                  2.1   
      

                	
                  Normal
      Retirement Benefit.  Upon Normal Retirement Age, the Bank
      shall distribute to the Executive the benefit described in this Section
      2.1 in lieu of any other benefit under this
      Article.

                


        

         

      

      
        	
                2.1.2  

              	
                Distribution
      of Benefit.  The Bank shall distribute the annual benefit
      to the Executive in twelve (12) equal monthly installments commencing on
      the first day of the month following the Executive’s sixty-fifth (65th)
      birthday.  The annual benefit shall be distributed for fifteen
      (15)
      years.

              


      

      


      
        
          
          

        

        
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        TWO
RIVER COMMUNITY BANK

        
          Supplemental
Executive Retirement Agreements

          
            

            

          

        

      

      Sections
2.3 and 2.3.1 of the Agreement shall be deleted in their entirety and replaced
by the following:

       

      
        	
                2.3   
      

              	
                Disability
      Benefit.  Upon
      Disability prior to Normal Retirement Age, the Bank shall distribute to
      the Executive the benefit described in this Section 2.3 in lieu of any
      other benefit under this
    Article.

              


      

       

      
        	
                2.3.1

              	
                Amount
      of Benefit. The
      benefit under this Section 2.3 is the Disability benefit set forth on
      Schedule A for the Plan Year that ended immediately prior to the date on
      which Disability
  occurs.

              


      

       

      Section 2.4.3 of the Agreement shall
be deleted in its entirety and replaced by the following:

       

      
        	
                2.4.3

              	
                Parachute
      Payments.  The Bank and the Executive (i) acknowledge
      that a separate Excise Tax Reimbursement Agreement pertaining to Section
      280G of the Code and the excise tax imposed on excess parachute payments
      under Section 4999 of the Code has been executed by the Bank and the
      Executive, the terms of which are applicable to all compensation payments,
      including the compensation payments made under this Agreement, which may
      be subject to Section 280G of the Internal Revenue Code of 1986, and (ii)
      acknowledge their respective intentions to fully abide by the terms of the
      Excise Tax Reimbursement
      Agreement.

              


      

       

      Section
2.5 of the Agreement shall be deleted in its entirety and replaced by the
following:

       

      
        	
                2.5   
      

              	
                Restriction
      on Timing of Distributions.  Notwithstanding any provision of
      this Agreement to the contrary, if the Executive is considered a Specified
      Employee at Separation from Service, the provisions of this Section 2.5
      shall govern all distributions hereunder.  Benefit distributions
      that are made due to a Separation from Service occurring while the
      Executive is a Specified Employee shall not be made during the first six
      (6) months following Separation from Service, rather any distribution
      which would otherwise be paid to the Executive during such period shall be
      accumulated and paid to the Executive in a lump sum on the first day of
      the seventh month following the Separation from Service.  All
      subsequent distributions shall be paid in the manner
      specified.

              


      

       

      The
following Sections 2.6 and 2.7 shall be added to the Agreement immediately
following Section 2.5:

       

      
        	
                2.6   
      

              	
                Distributions
      Upon Income Inclusion Under Section 409A of the Code.  If
      any amount is required to be included in income by the Executive prior to
      receipt due to a failure of this Agreement to meet the requirements of
      Code Section 409A and related Treasury guidance or Regulations, the
      Executive may petition the Plan Administrator for a distribution of that
      portion the amount the Bank has accrued with respect to the Bank’s
      obligations hereunder that
      is required to be included in the Executive’s income.  Upon the
      grant of such a petition, which grant shall not be unreasonably withheld,
      the Bank shall distribute to the Executive immediately available funds in
      an amount equal to the portion of the amount the Bank has accrued with
      respect to the Bank’s obligations hereunder required to be included in
      income as a result of the failure of this Agreement to meet the
      requirements of Code Section 409A and related Treasury guidance or
      Regulations, which amount shall not exceed the Executive's unpaid amount
      the Bank has accrued with respect to the Bank’s obligations
      hereunder.  If the petition is granted, such distribution shall
      be made within ninety (90) days of the date when the Executive's petition
      is granted.  Such a distribution shall affect and reduce the
      Executive’s benefits to be paid under this
      Agreement.

              


      

      
 

      
        
          
          

        

        
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        TWO
RIVER COMMUNITY BANK

        
          Supplemental
Executive Retirement Agreements

          
            

            

          

        

      

      
        	
                2.7

              	
                Change
      in Form or Timing of Distributions.  All changes in the
      form or timing of distributions hereunder must comply with the following
      requirements.  The
      changes:

              


      

      


      
        	
                (a)     
       

              	
                may
      not accelerate the time or schedule of any distribution, except as
      provided in Section 409A of the Code and the regulations
      thereunder;

              


      

      
        	
                (b)    
        

              	
                must,
      for benefits distributable under Sections 2.1 and 2.3, be made at least
      twelve (12) months prior to the first scheduled
    distribution;

              


      

      
        	
                (c)     
       

              	
                must, for benefits
      distributable under Sections 2.1, 2.2, 2.3 and 2.4, delay the commencement
      of distributions for a minimum of five (5) years from the date the first
      distribution was originally scheduled to be made;  and

              


      

      
        	
                (d)     
       

              	
                must
      take effect not less than twelve (12) months after the election is
      made.

              


      

      


      Section
5.4 of the Agreement shall be amended as follows:

      


      The words
and parenthetical expression “...twenty four (24)...” shall be deleted, and shall be
replaced by the words and parenthetical expression “...twelve (12)...”, it being the
intention of the Bank and the Executive to shorten the term of the Non-compete
Provision to twelve (12)  months.

      


      Article 8 of the
Agreement shall be deleted in its entirety and replaced by the
following:

       

      Article
8

      Amendments
and Termination

      


      
        	
                8.1

              	
                Amendments.  This
      Agreement may be amended only by a written agreement signed for Two River
      Community Bank and the Executive.  However, Two River Community
      Bank may unilaterally amend this Agreement to conform with written
      directives to the Bank from its counsel, auditors or banking regulators,
      or to comply with legislative changes or tax law, including without
      limitation Section 409A of the Code and any and all Treasury regulations
      and guidance promulgated
      thereunder.

              


      

       

      
        
          
          

        

        
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        TWO
RIVER COMMUNITY BANK

        
          Supplemental
Executive Retirement Agreements

          
            

            

          

        

      

      
        	
                8.2  

              	
                Plan
      Termination Generally.  This Agreement may be terminated
      only by a written    agreement signed for Two River
      Community Bank and by the Executive.  The benefit hereunder
      shall be the amount that Two River Community Bank has accrued with respect
      to Two River Community Bank’s obligations hereunder as of the date the
      Agreement is terminated.  Except as provided in Section 8.3, the
      termination of this Agreement shall not cause a distribution of benefits
      under this Agreement.  Rather, after such termination benefit
      distributions will be made at the earliest distribution event permitted
      under Article 2 or Article
  3.

              


      

      


      
        	
                8.3

              	
                Plan
      Terminations Under Section 409A.  Notwithstanding
      anything to the contrary in Section 8.2, if this Agreement terminates in
      the following
  circumstances:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Within
      thirty (30) days before or twelve (12) months after a Change in Control,
      provided that all distributions are made no later than twelve (12) months
      following such termination of the Agreement and further provided that
      all the Bank's arrangements which are substantially similar to
      the Agreement are terminated so the Executive and all participants in the
      similar arrangements are required to receive all amounts of
      compensation deferred under the terminated arrangements within twelve (12)
      months of the termination of the
arrangements;

              


      

      
        	
                 
      

              	
                (b)

              	
                Upon
      the Bank’s dissolution or with the approval of a bankruptcy court provided
      that the amounts deferred under the Agreement are included in the
      Executive's gross income in the latest of (i) the calendar year in which
      the Agreement terminates; (ii) the calendar year in which the amount is no
      longer subject to a substantial risk of forfeiture; or (iii) the first
      calendar year in which the distribution is administratively practical;
      or

              


      

      
        	
                 
      

              	
                (c)

              	
                Upon
      the Bank’s termination of this and all other arrangements that would be
      aggregated with this Agreement pursuant to Treasury Regulations Section
      1.409A-1(c) if the Executive participated in such arrangements (“Similar
      Arrangements”), provided that (i) the termination and liquidation does not
      occur proximate to a downturn in the financial health of the Bank, (ii)
      all termination distributions are made no earlier than twelve (12) months
      and no later than twenty-four (24) months following such termination, and
      (iii) the Bank does not adopt any new arrangement that would be a Similar
      Arrangement for a minimum of three (3) years following the date the Bank
      takes all necessary action to irrevocably terminate and liquidate the
      Agreement;

              


      

      


      
        	
                 

              	
                
                  then
      Two River Community Bank may distribute the amount that Two River
      Community Bank has accrued with respect to its obligations hereunder,
      determined as of the date of the termination of the Agreement, to the
      Executive in a lump sum subject to the above
  terms.

                

              


      

       

      The following
Section 9.10 shall be added to the Agreement immediately following Section
9.9:

      
         

        
          
            
            

          

          
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          TWO
RIVER COMMUNITY BANK

          
            Supplemental
Executive Retirement Agreements


            
              

              

            

          

        

      

      
        	
                9.10

              	
                Compliance
      with Code Section 409A.  This Agreement shall be
      interpreted and administered in a manner consistent with Code Section
      409A.

              


      

      


      IN
WITNESS OF THE ABOVE, the Bank and the Executive hereby consent to this
First Amendment.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	EXECUTIVE:  	 	TWO RIVER COMMUNITY
      BANK	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	/s/
      Michael J. Gormley   	
                                           

                                        	
                                          By
      

                                        	/s/ Charles
      T. Parton	 
	Michael
      J. Gormley	 	Title 
      	Chairman	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	ATTEST:	 	 	 	 
	 	 	 	 	 
	
                                          /s/Linda Austin

                                        	 	 	 	 
	 	 	 	 	 


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        



       

      


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