ex10_19.htm


  
    Exhibit
10.19

     

    
      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

      ANTHA
J. STEPHENS

      


      THIS FIRST AMENDMENT is executed on
this 31st 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 Antha J. Stephens (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/
      Antha J. Stephens     	
                                                         

                                                      	
                                                        By
      

                                                      	/s/ William
      D. Moss	 
	Antha
      J. Stephens   	 	Title
      	President
      & CEO	 
	 	 	 	 	 


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          



         

         

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