Executive Waiver Agreement



 Exhibit 10.3 
 June 12, 2009 
 Mr. Ronald E. Schwarz 
 250 Oak Ridge Road 
 Oak Ridge, NJ 07438 
 Dear
Mr. Schwarz, 
 Lakeland Bancorp, Inc. (the “Company”) previously entered into a Securities Purchase Agreement (the
“Participation Agreement”), with the United States Department of Treasury (“Treasury”) in connection with the Company’s participation in the Treasury’s TARP Capital Purchase Program (the “CPP”). If the Company
ceases at any time to participate in the CPP, this letter shall be of no further force and effect. 
 In connection with the Company’s
participation in the CPP and as a condition of the Participation Agreement, the Company has established specified standards for incentive compensation to its senior executive officers and to make changes to its compensation arrangements. To comply
with these requirements, and in consideration of the benefits that you will receive as a result of the Company’s participation in the CPP, you agree as follows: 
 (1)    No Golden Parachute Payments. The Company is prohibiting any golden parachute payment to you during any “CPP Covered Period”. A “CPP Covered Period” is any period
during which (A) you are a senior executive officer and (B) Treasury holds an equity or debt position acquired from the Company in the CPP. 
 (2)    Recovery of Bonus and Incentive Compensation. Any bonus and incentive compensation paid to you during the CPP Covered Period is subject to recovery or “clawback” by the
Company if the payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria. 
 (3)    Compensation Program Amendments. Each of the Company’s compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment
agreements) (collectively, “Benefit Plans”) with respect to you is hereby amended to the extent necessary to give effect to provisions (1) and (2). For reference, certain affected Benefit Plans are set forth in Appendix A to this
letter. 
 In addition, the Company is required to review its Benefit Plans to ensure that they do not encourage senior executive officers to
take unnecessary and excessive risks that threaten the value of the Company. To the extent any such review requires revisions to any Benefit Plan with respect to you, you and the Company agree to negotiate such changes promptly and in good faith.

 (4)    Definitions and Interpretation. This letter shall be interpreted as follows: 
 “Senior executive officer” means the Company’s “senior executive officers” as defined in subsection 111(b)(3) of EESA.








 “Golden parachute payment” is used with same meaning as in subsection 111(b)(2)(C) of EESA.

 “EESA” means the Emergency Economic Stabilization Act of 2008 as implemented by guidance or regulation issued that has been
issued and in effect as of the “Closing Date” as defined in the Participation Agreement, as amended. 
 The term
“Company” includes any entities treated as a single employer with the Company under 31 C.F.R.§ 30.1(b) (as in effect on the Closing Date). You are also delivering a waiver pursuant to the Participation Agreement, and, as between the
Company and you, the term “employer” in that waiver will be deemed to mean the Company as used in this letter. 
 The term
“CPP Covered Period” shall be limited by, and interpreted in a manner consistent with, 31 C.F.R. § 30.11 (as in effect on the Closing Date). 
 Provisions (1) and (2) of this letter are intended to, and will be interpreted, administered and construed to, comply with Section 111 of EESA and, to the maximum extent consistent with the preceding,
to permit operation of the Benefit Plans in accordance with their terms before giving effect to this letter. 
 (5) Miscellaneous. To
the extent not subject to federal law, this letter will be governed by and construed in accordance with the laws of New Jersey. This letter may be executed in two or more counterparts, each of which will be deemed to be an original. A signature
transmitted by facsimile will be deemed an original signature. 
 The Board of Directors of the Company appreciates the concessions you are
making and looks forward to your continued leadership during these financially turbulent times. 
  

			
	 Yours sincerely,
  
 LAKELAND BANCORP, INC.

		
	By:	 	/s/    Thomas J. Shara
		 	 Name: Thomas J. Shara
 Title: President and
CEO



  

			
	 Intending to be legally bound, I agree with and accept the foregoing terms on the date set forth below.

	
	 /s/    Ronald E. Schwarz

	 RONALD E. SCHWARZ

		
	Date:	 	 June 12, 2009


  

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 Appendix A to Executive Waiver Agreement 
 Change in Control Agreement 
 2009 Equity Compensation Program 
  

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