Exhibit 10.7

 

SECOND AMENDED AND RESTATED EMPLOYMENT
AGREEMENT


 


This Amended and Restated
Employment Agreement (the “Employment Agreement”) executed as of this 20th day of January, 2014 and effective as of
the “Effective Date” as defined below, by and between FRANK S. SORRENTINO, III an individual residing at 48
Carol Drive, Englewood Cliffs, New Jersey (the “Employee”), CONNECTONE  Bank,
a New Jersey state chartered commercial bank with its principal place of business located at 301 Sylvan Avenue, Englewood Cliffs,
NJ 07632 (the “Bank”), and CONNECTONE BANCORP, INC., a New Jersey corporation with its principal place
of business located at 301 Sylvan Avenue, Englewood Cliffs, NJ 07632 (the “Company”; the Bank and the Company sometimes
collectively are referred to herein as “Employer”).


 


WHEREAS, the
Board of Directors of the Bank and the Board of Directors of the Company have each determined that it is in the best interests
of each of the Bank and the Company to enter into this Agreement with Employee, and each respective Board has authorized the Bank
and the Company to enter into this Agreement;


 


WHEREAS, the Employee agrees to
be employed pursuant to the terms and conditions of this Agreement;


 


NOW, THEREFORE,
in consideration of the premises and covenants contained herein, and with the intent to be legally bound hereby, the parties hereto
hereby agree as follows:


 


1.Employment.
The Company and the Bank hereby jointly agree to employ the Employee, and the Employee hereby accepts such employment, upon the
terms and conditions set forth herein.


 


2.Position and
Duties. The Employee shall be employed as Chairman, Chief Executive Officer and President of the Company and the Bank, to perform
such services in that capacity as are usual and customary for comparable institutions, all other employees of the Company and
the Bank shall report directly or indirectly to the Employee and the Employee shall report only and directly to the Board of Directors
of the Company and the Bank. In addition, Employee shall annually be nominated for election to the Boards of the Company and the
Bank, and the Company, as the sole shareholder of the Bank, shall vote to elect Employee to the Board of the Bank. As President
and Chief Executive Officer, Employee shall have general


    	 



    	



    

executive powers to run the operations of the Employer and carry out
the dictates of the board of directors. Employee shall have general supervision of the business of the Employer, and shall prescribe
the duties of the other officers and employees of the Employer. The Chief Executive Officer shall have the authority to retain
or terminate officers and employees of the corporation, subject to Board ratification with regard to the Chief Financial Officer,
Chief Lending Officer and Chief Credit Officer.


 


Employee agrees that
he will devote his full business time and efforts to his duties hereunder.


 


3.Compensation. Employer shall
pay to the Employee compensation for his services as follows:


 


(a)Base Salary. The Employee shall
be entitled to receive during his service hereunder a minimum annual base salary (the “Base Salary”) of Five Hundred
Twenty Two Thousand Five Hundred Dollars ($522,500), which shall be payable in installments in accordance with Employer’s usual
payroll method. Annually commencing in 2014, the Board of Directors shall review the Employee’s performance, the status of Employer
and such other factors as the Board of Directors or a committee thereof shall deem appropriate and shall increase the Base Salary
accordingly; provided, however, that the Base Salary shall not be reduced unless such reduction is part of an overall reduction
in compensation applicable to all senior executive officers of the Employer.


 


(b)Incentive Plans. Employee shall
be entitled to participate in the Employer’s incentive plan for executive officers of the Employer.


 


4.Other Benefits.


 


(a)Automobile. The Employee shall
be entitled to a cash allowance in the amount of one thousand two hundred and fifty ($1,250) dollars per month to be used for
the purpose of maintaining an automobile for use in the business of the Employer.


 


(b)Insurance Coverage and Employee
Benefit Plans. The Employee shall be entitled to receive hospital, health, medical, and life insurance of a type currently
provided to and enjoyed by other senior officers of Employer, and shall be entitled to participate in any other


    	 



    	



    

employee benefit,
incentive or retirement plans offered by Employer to its employees generally or to its senior management.


 


(c)Expenses. The Employee
shall be entitled to reimbursement for all proper business expenses incurred by him with respect to the business of the
Employer upon the provision of documentation evidencing such expenses in accordance with the Employer’s expense
reimbursement policies and in the same manner and to the same extent as such expenses are reimbursed to other officers of the
Employer.


 


(d)Vacation. The Employee shall
be entitled to vacations and other leave in accordance with the Employer’s policy for senior executives.


 


5.Term.The
term of this Agreement shall commence on the effective date of the consummation of those certain transactions provided for under
that certain Agreement and Plan of Merger dated as of January 20, 2014 by and among the Company (f/n/a Center Bancorp, Inc) and
Connectone Bancorp, Inc. (the “Effective Date”) and continue until the third anniversary of the Effective Date (the
“Term”); provided, however, that unless either party gives written notice at least ninety (90) days prior to the anniversary
of the Effective Date, this Agreement shall renew for one (1) additional year on each such anniversary of the Effective Date,
and such extended period shall be deemed to be included within the Term.


 


6.Termination. Employee may
be terminated at any time, without prejudice to Employee’s right to compensation or benefits as provided herein. Employee’s rights
upon a termination shall be as follows:


 


(a)Cause. For purposes of this
Agreement “Cause” with respect to the termination by Employer (as defined below) of Employee’s employment shall mean
(i) willful and continued failure, for a period of at least thirty (30) calendar days, by the Employee to perform his duties for
Employer under this Agreement after at least one (1) warning in writing from the Compensation Committee of the Board of Directors
of the Employer, or such person or body to which such body may delegate


    	 



    	



    

such authority, identifying specifically any such failure,
(ii) the willful engaging by the Employee in misconduct which causes material injury to Employer as specified in written notice
to the Employee from the Compensation Committee of the Board of Directors of the Employer, or such person or body to which such
body may delegate such authority; or (iii) conviction of or a plea of nolo contendere to a crime (other than a traffic violation)
which is either a felony or an indictable offense or Employee’s habitual drunkenness, drug abuse, or excessive absenteeism
other than due to Disability (as defined herein), after a warning (with respect to drunkenness or absenteeism only) in writing
from the Compensation Committee of the Board of Directors of the Employer, or such person or body to which such body may delegate
such authority to refrain from such behavior.


 


(b)Termination With Cause. Employer
shall have the right to terminate the Employee for “cause”. In the event of such termination, the Employee shall only
be entitled to salary and benefits accrued through the date of termination.


 


(c)Termination Without Cause.
Upon a termination of Employee’s employment hereunder without “cause”, in recognition of such termination and Employee’s
agreement to be bound by the covenants contained in Sections 8, 9 and 10 hereof, Employee shall be entitled to receive a lump
sum severance payment equal to the sum of (i) his then current annual Base Salary for the remainder of the then remaining Term,
but no less than one year of his then current Base Salary, and (ii) the highest cash bonus paid to Employee over the prior thirty
six month period, or the amount accrued during the current year for Employee’s cash bonus for that year, whichever is higher.
This lump sum severance payment shall be made to Employee in accordance with the terms of Section 11(g) hereof, and subject to
Section 11(f) hereof. In addition, Employer shall continue to provide the Employee with hospital, health, medical and life insurance,
and any other like benefits in effect at the time of such termination, on the terms and conditions under which they were offered
to Employee prior to such termination for a period equal to the then remaining Term, but no less than one year. In the event Employer,
under its insurance and benefit plans then in effect, is unable to provide Employee with the benefits provided for above under
the terms provided for herein, then in lieu of providing such benefits, Employer will pay an amount equal, on an after tax basis,
to Employee’s premium to continue such coverage pursuant to the terms of the Comprehensive Omnibus Budget Reconciliation
Act. The Employee shall have no duty to mitigate damages in connection with his termination by Employer without “cause”.
However, if the Employee obtains new employment and such new employment provides for hospital, health, medical and life insurance,
and other benefits, in a manner substantially similar to the benefits payable by Employer


    	 



    	



    

hereunder, Employer may permanently
terminate the duplicative benefits it is obligated to provide hereunder. Following the cessation of the continuation of Employee’s
hospital, health, and medical insurance, Employee shall be permitted to elect to extend such insurance coverage under the policies
maintained by Employer in accordance with the applicable provisions of the Section 4980B of the Internal Revenue Code of 1986,
as amended (“Code”), and/or applicable state law, to the extent eligible to do so under the Code and such state law.


 


(d) Death or
Disability.This Agreement shall automatically terminate upon the death or Disability of Employee. Upon such
termination, Employee shall not be entitled to any additional compensation hereunder, provided, however that the forgoing
shall not prejudice Employee’s right to be paid for all compensation earned through the date of such termination and
the benefits of any insurance programs maintained for the benefit of Employee or his beneficiaries in the event of his death
or Disability. For purposes hereof, Disability shall be defined to mean a disability under any long term disability plan of
the Employer then in effect.


 


(f)Board Action to Terminate.
Any determination by Employer to terminate Employee’s employment hereunder, whether with or without “cause”,
shall only be effective if approved in a resolution adopted by at least seventy-five percent (75%) of the total members of the
Board of Directors of each of the Company and the Bank.


 


7.Change in Control.


 


(a)Upon the termination of Employee’s
employment upon the occurrence of a Change in Control (as herein defined), and in recognition of such termination and Employee’s
agreement to be bound by the covenants contained in Sections 8,9 and 10 hereof, Employee shall be entitled to receive the payments
provided for under paragraph (c) hereof. In addition, if within six (6) months of the occurrence of a Change in Control Employer
or its successor shall (i) reassign the Employee to a position of lesser rank or status than Chief Executive Officer, (ii) relocate
the Employee’s principal place of employment by more than twenty five (25) miles from its location prior to consummation of the
Change in Control, or (iii) reduces the Employee’s compensation or other benefits below the level in effect prior to the consummation
of Change in Control, in recognition of such termination and Employee’s agreement to be bound by the covenants contained
in Section 8,9 and 10 hereof, Employee shall have the right to resign his employment with the Employer or its successor and thereafter
Employee shall become entitled to


    	 



    	



    

receive the payments provided for under paragraph (c) below.


 


(b)A “Change in Control” shall
mean:


 


		(i)	a
                                                                                                                                                   reorganization,
                                                                                                                                                   merger,
                                                                                                                                                   consolidation
                                                                                                                                                   or
                                                                                                                                                   sale
                                                                                                                                                   of
                                                                                                                                                   all
                                                                                                                                                   or
                                                                                                                                                   substantially
                                                                                                                                                   all
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   assets
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Company,
                                                                                                                                                   or
                                                                                                                                                   a
                                                                                                                                                   similar
                                                                                                                                                   transaction,
                                                                                                                                                   in
                                                                                                                                                   any
                                                                                                                                                   case
                                                                                                                                                   in
                                                                                                                                                   which
                                                                                                                                                   the
                                                                                                                                                   holders
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   voting
                                                                                                                                                   stock
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Company
                                                                                                                                                   prior
                                                                                                                                                   to
                                                                                                                                                   such
                                                                                                                                                   transaction
                                                                                                                                                   do
                                                                                                                                                   not
                                                                                                                                                   hold
                                                                                                                                                   a
                                                                                                                                                   majority
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   voting
                                                                                                                                                   power
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   resulting
                                                                                                                                                   entity;
                                                                                                                                                   or



 


		(ii)	individuals
                                                                                                                                                    who
                                                                                                                                                    constitute
                                                                                                                                                    the
                                                                                                                                                    Incumbent
                                                                                                                                                    Board
                                                                                                                                                    (as
                                                                                                                                                    herein
                                                                                                                                                    defined)
                                                                                                                                                    of
                                                                                                                                                    the
                                                                                                                                                    Company
                                                                                                                                                    cease
                                                                                                                                                    for
                                                                                                                                                    any
                                                                                                                                                    reason
                                                                                                                                                    to
                                                                                                                                                    constitute
                                                                                                                                                    a
                                                                                                                                                    majority
                                                                                                                                                    thereof.



 


For these purposes, “Incumbent Board”
means the Board of Directors of the Company on the date hereof, provided that any person becoming a director subsequent to the
date hereof whose election was approved by a voting of at least three-quarters of the directors comprising the Incumbent Board,
or whose nomination for election by members or stockholders was approved by the same nominating committee serving under an Incumbent
Board, shall be considered as though he were a member of the Incumbent Board.


 


(c)In the event the conditions of Section
(a) above are satisfied, Employee shall be entitled to receive a lump sum payment equal to the sum of (i) Employee’s highest annual
Base Salary over the prior thirty six month period plus (ii) the highest cash bonus paid to Employee over the prior thirty six
month period, or the amount accrued during the current year for Employee’s cash bonus for that year, whichever is higher,
times two plus one twelfth for each year after January 1, 2007 Employee is employed by the Employer (i.e., as of the second anniversary
of January 1, 2007, the Employee will be entitled to his annual Base Salary and bonus amount as determined above times 2 and two
twelfths), to a maximum of 2.99 times Employee’s annual Base Salary and cash bonus amount as determined above; provided
further, however, that in no event shall any payments provided for hereunder, when combined with any other payments due to Employee
contingent upon a Change in Control, constitute an “excess parachute payment” under Section 280G of the Internal Revenue
Code of 1986, as amended or any successor thereto, and in order to avoid such a result the benefits provided for hereunder (or,
at the option of Employee, any other agreement, plan or program providing for payments contingent upon a Change in Control) will
be reduced, if necessary, to an amount which is One


    	 



    	



    

Dollar ($1.00) less than an amount equal to three (3) times Employee’s “base
amount” as determined in accordance with such Section 280G. The payments provided for hereunder shall be made in accordance
with the terms of Section 11(g) hereof, and subject to Section 11(f) hereof. In addition to the foregoing, Employee shall be entitled
to receive from Employer, or its successor, hospital, health, medical and life insurance on the terms and at the cost to Employee
as Employee was receiving such benefits upon the date of his termination. Employer’s obligation to continue such insurance benefits
will be for a period of one (1) year from the effective date of the Change in Control.


 


8.Covenant Not to Compete.


 


(a) As consideration for the benefits conferred
upon Employee hereunder, including, but not limited to Employee’s right to severance under Section 6(c) and to a change
in control payment under Section 7(c), Employee agrees that during the term of his employment hereunder and for a period of one
(1) year after the termination of his employment (the “Covenant Term”), provided that he is entitled to severance
hereunder upon such termination, he will not in any way, directly or indirectly, manage, operate, control, accept employment or
a consulting position with or otherwise advise or assist or be connected with or own or have any other interest in or right with
respect to (other than through ownership of not more than five percent (5%) of the outstanding shares of a corporation whose stock
is listed on a national securities exchange or on NASDAQ) any enterprise which competes with Employer in the business of banking
in the counties in which Employer conducts its business on the date of Employee’s termination.


 


9. Non Solicitation


 


During the period Employee is performing
services for the Employer and for a period of one (1) year following the termination of the Employee’s services for the Employer
for any reason, the Employee agrees that the Employee will not, directly or indirectly, for the Employee’s benefit or for the
benefit of any other person, firm or entity, do any of the following:



    	 



    	



    


		(i)	solicit
                                                                                                                                                   or
                                                                                                                                                   attempt
                                                                                                                                                   to
                                                                                                                                                   solicit
                                                                                                                                                   from
                                                                                                                                                   any
                                                                                                                                                   customer
                                                                                                                                                   that
                                                                                                                                                   Employee
                                                                                                                                                   serviced
                                                                                                                                                   or
                                                                                                                                                   learned
                                                                                                                                                   of
                                                                                                                                                   while
                                                                                                                                                   in
                                                                                                                                                   the
                                                                                                                                                   employ
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Employer
                                                                                                                                                   (“Customer”),
                                                                                                                                                   or
                                                                                                                                                   any
                                                                                                                                                   potential
                                                                                                                                                   customer
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Employer
                                                                                                                                                   which
                                                                                                                                                   has
                                                                                                                                                   been
                                                                                                                                                   the
                                                                                                                                                   subject
                                                                                                                                                   of
                                                                                                                                                   a
                                                                                                                                                   known
                                                                                                                                                   written
                                                                                                                                                   or
                                                                                                                                                   oral
                                                                                                                                                   bid,
                                                                                                                                                   offer
                                                                                                                                                   or
                                                                                                                                                   proposal
                                                                                                                                                   by
                                                                                                                                                   the
                                                                                                                                                   Employer,
                                                                                                                                                   or
                                                                                                                                                   of
                                                                                                                                                   substantial
                                                                                                                                                   preparation
                                                                                                                                                   with
                                                                                                                                                   a
                                                                                                                                                   view
                                                                                                                                                   to
                                                                                                                                                   making
                                                                                                                                                   such
                                                                                                                                                   a
                                                                                                                                                   bid,
                                                                                                                                                   proposal
                                                                                                                                                   or
                                                                                                                                                   offer,
                                                                                                                                                   within
                                                                                                                                                   twelve
                                                                                                                                                   months
                                                                                                                                                   prior
                                                                                                                                                   to
                                                                                                                                                   such
                                                                                                                                                   Employee’s
                                                                                                                                                   termination
                                                                                                                                                   (“Potential
                                                                                                                                                   Customer”),
                                                                                                                                                   business
                                                                                                                                                   of
                                                                                                                                                   a
                                                                                                                                                   similar
                                                                                                                                                   nature
                                                                                                                                                   or
                                                                                                                                                   related
                                                                                                                                                   to
                                                                                                                                                   the
                                                                                                                                                   business
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Employer;



 


		(ii)	accept
                                                                                                                                                    any
                                                                                                                                                    business
                                                                                                                                                    from,
                                                                                                                                                    or
                                                                                                                                                    perform
                                                                                                                                                    any
                                                                                                                                                    work
                                                                                                                                                    or
                                                                                                                                                    services
                                                                                                                                                    for,
                                                                                                                                                    any
                                                                                                                                                    Customer
                                                                                                                                                    or
                                                                                                                                                    Potential
                                                                                                                                                    Customer,
                                                                                                                                                    which
                                                                                                                                                    business,
                                                                                                                                                    work
                                                                                                                                                    or
                                                                                                                                                    services
                                                                                                                                                    is
                                                                                                                                                    similar
                                                                                                                                                    to
                                                                                                                                                    the
                                                                                                                                                    business
                                                                                                                                                    of
                                                                                                                                                    the
                                                                                                                                                    Employer;



 


		(iii)	cause or induce or attempt to cause or induce any
Customer, Potential Customer, licensor, supplier or vendor of the Employer to reduce or sever its affiliation with the Employer;



 


		(iv)	solicit
                                                                                                                                                    the
                                                                                                                                                    employment
                                                                                                                                                    or
                                                                                                                                                    services
                                                                                                                                                    of,
                                                                                                                                                    or
                                                                                                                                                    hire
                                                                                                                                                    or
                                                                                                                                                    engage,
                                                                                                                                                    or
                                                                                                                                                    assist
                                                                                                                                                    anyone
                                                                                                                                                    else
                                                                                                                                                    to
                                                                                                                                                    hire
                                                                                                                                                    or
                                                                                                                                                    engage,
                                                                                                                                                    any
                                                                                                                                                    person
                                                                                                                                                    who
                                                                                                                                                    was
                                                                                                                                                    known
                                                                                                                                                    to
                                                                                                                                                    be
                                                                                                                                                    employed
                                                                                                                                                    or
                                                                                                                                                    engaged
                                                                                                                                                    by
                                                                                                                                                    or
                                                                                                                                                    was
                                                                                                                                                    a
                                                                                                                                                    known
                                                                                                                                                    employee
                                                                                                                                                    of
                                                                                                                                                    or
                                                                                                                                                    consultant
                                                                                                                                                    to
                                                                                                                                                    the
                                                                                                                                                    Employer
                                                                                                                                                    upon
                                                                                                                                                    the
                                                                                                                                                    termination
                                                                                                                                                    of
                                                                                                                                                    the
                                                                                                                                                    Employee’s
                                                                                                                                                    services
                                                                                                                                                    to
                                                                                                                                                    the
                                                                                                                                                    Employer,
                                                                                                                                                    or
                                                                                                                                                    within
                                                                                                                                                    twelve
                                                                                                                                                    months
                                                                                                                                                    prior
                                                                                                                                                    thereto;
                                                                                                                                                    or



 


		(v)	otherwise
                                                                                                                                                   interfere
                                                                                                                                                   with
                                                                                                                                                   the
                                                                                                                                                   business
                                                                                                                                                   or
                                                                                                                                                   accounts
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Employer.




    	 



    	



    


For purposes hereof, “solicitation” shall include
directly or indirectly initiating any contact or communication of any kind whatsoever for purposes of inviting, encouraging or
requesting such Customer, Potential Customer, licensor, supplier, vendor, employee or consultant to materially alter its business
relationship, or engage in business, with the Employee or any person, firm or entity other than the Employer.


 


10.Confidential Information


 


(a) As used herein,
“Confidential Information” means any confidential or proprietary information relating to the Employer and its
affiliates including, without limitation, the identity of the Employer’s customers, the identity of representatives of
customers with whom the Employer has dealt, the kinds of services provided by the Employer to customers, the manner in which
such services are performed or offered to be performed, the service needs of actual or prospective customers, customer
preferences and policies, pricing information, business and marketing plans, financial information, budgets, compensation or
personnel records, information concerning the creation, acquisition or disposition of products and services, vendors,
software, data processing programs, databases, customer maintenance listings, computer software applications, research and
development data, know-how, and other trade secrets.


 


Notwithstanding the above, Confidential Information does not
include information which: (i) is or becomes public knowledge without breach of this Agreement; or (ii) is received by Employee
from a third party without any violation of any obligation of confidentiality and without confidentiality restrictions; provided,
however, that nothing in this Agreement shall prevent the Employee from participating in or disclosing documents or information
in connection with any


    	 



    	



    

judicial or administrative investigation, inquiry or proceeding to the extent that such participation or
disclosure is required under applicable law; provided further, however, that the Employee will provide the Employer with prompt
notice of such request so that the Employer may seek (with the cooperation of the Employee, if so requested by the Employer),
a protective order or other appropriate remedy and/or waiver in writing of compliance with the provisions of this Agreement. If
a particular portion or aspect of Confidential Information becomes subject to any of the foregoing exceptions, all other portions
or aspects of such information shall remain subject to all of the provisions of this Agreement.


 


(b) At all times, both during the period
of Employee’s services for the Employer and after termination of Employee’s services, the Employee will keep in strictest confidence
and trust all Confidential Information and the Employee will not directly or indirectly use or disclose to any third-party any
Confidential Information, except as may be necessary in the ordinary course of performing the Employees duties for the Employer,
or disclose any Confidential Information, or permit or encourage any other person or entity to do so, without the prior written
consent of the Employer except as may be necessary in the ordinary course of performing the Employee’s duties for the Employer.


 


(c) The Employee agrees to return promptly
all Confidential Information in tangible form, including, without limitation, all photocopies, extracts and summaries thereof,
and any such information stored electronically on tapes, computer disks, mobile or remote computers (including personal digital
assistants) or in any other manner to the Employer at any time that the


    	 



    	



    

Employer makes such a request and automatically, without
request, within five days after the termination of the Employee’s performance of services for the Employer for any reason.


 


11.Miscellaneous.


 


(a)Governing Law. In the absence
of controlling Federal law, this Agreement shall be governed by and interpreted under the substantive law of the State of New
Jersey.


 


(b)Severability. If any provision
of this Agreement shall be held to be invalid, void, or unenforceable, the remaining provisions hereof shall in no way be affected
or impaired, and such remaining provisions shall remain in full force and effect. If a court finds that any provision of this
Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision
shall be deemed to be written, construed, and enforced as so limited.


 


(c)Entire Agreement; Amendment.
This Agreement sets for the entire understanding of the parties with regarding to the subject matter contained herein and supersedes
any and all prior agreements, arrangements or understandings relating to the subject matter hereof and may only be amended by
written agreement signed by both parties hereto or their duly authorized representatives.


 


(d)Successors and Assigns. This
Agreement shall be binding upon and become the legal obligation of the successors and assigns of Employer and shall inure to the
benefit of Employee’s estate, heirs, representatives in the event of his death or Disability.


 


(e)Clawback and Recoupment. Any
amounts paid Employee hereunder shall be subject to any generally applicable clawback or recoupment policy adopted by Employer,
or the requirements of any law or regulation applicable to the Employer and governing the clawback or recoupment of executive
compensation.


 


(f)Section 409A Compliance. If
the Employee is a “specified employee” for purposes of Section 409A of the Code, to the extent required to comply
with Section 409A of the


    	 



    	



    

Code, any payments required to be made
pursuant to this Agreement which are deferred compensation and subject to Section 409A of the Code (and do not qualify for an
exemption thereunder) shall not commence until one day after the day which is six (6) months from the date of
termination.  Should this Section 11(f) result in a delay of payments to the Employee, on the first day any such
payments may be made without incurring a penalty pursuant to Section 409A (the “409A Payment Date”), Employer
shall begin to make such payments as described in this Section 11(f), provided that any amounts that would have been payable
earlier but for application of this Section 11(f) shall be paid in lump-sum on the 409A Payment Date.


 


(g) Release. All payments and benefits under
Sections 6(c) or 7(c) hereof shall be contingent upon Employee executing a general release of claims in favor of the Employer,
its subsidiaries and affiliates, and their respective officers, directors, shareholders, partners, members, managers, agents or
employees, in the form attached hereto as Exhibit A, and which must be executed by the Employee no later than the twenty second
(22nd) day after the termination of Executive’s employment. Payments under this Agreement that are contingent upon
such release shall, subject to Section 11(f), commence within eight (8) days after such release becomes effective; provided,
however, that if Employee’s termination of employment occurs on or after November 15 of a calendar year, then severance
payments shall, subject to the effectiveness of such release and Section 11(f), commence on the first business day of the following
calendar year.


 


(h)Prior Agreements. This Agreement
shall supersede that certain Employment Agreement dated January 1, 2013 between the Employer and the Employee, which shall be
deemed terminated and of no further force or effect.



    	 



    	



    

IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the date first above written.


 


	 	CONNECTONE  BANK	 
	 	 	 	 
	 	By:	/s/ Dr. Stephen Boswell	 
	 	 	Dr. Stephen Boswell	 
	 	 	Chairman, Compensation Committee	 
	 	 	 	 
	 	CONNECTONE  BANCORP, INC.	 
	 	 	 	 
	 	By:	/s/ Dr. Stephen Boswell	 
	 	 	Dr. Stephen Boswell  	 
	 	 	Chairman, Compensation Committee	 
	 	 	 	 
	 	EMPLOYEE:	 
	 	 	 
	 	/s/ Frank S. Sorrentino III	 
	 	Name:	 Frank S. Sorrentino III	 




    	 



    	



    

EXHIBIT A


 


RELEASE AGREEMENT


 


This Release Agreement
(this “Agreement”) is dated _________, 201_, by and among _______________ (“Executive”), CONNECTONE BANCORP,
INC. and CONNECTONE BANK (collectively “CNOB”).


 


WHEREAS, pursuant
to the terms of that certain Employment Agreement dated _____between Executive and CNOB (the “Employment Agreement”),
Executive has become entitled to receive a payment pursuant to either Section 6(c) or 7(c) of the Employment Agreement;


 


WHEREAS, pursuant
to Section 11(g) of the Employment Agreement, it is a condition precedent to CNOB’s obligation to make such payments that
Executive enter into this Agreement;


 


NOW, THEREFORE,
IN CONSIDERATION of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed
as follows:


 


1.Release
and Waiver.


 


(a)The Executive,
for himself, his heirs, successors and assigns, does hereby generally and completely waive, release and forever discharge, CNOB,
and all their representatives, officers, directors employees and affiliates, and each and every successor, assign and agent (the
“Released CNOB”), from and against any and all claims. As used herein, “claims” means any and all matters
relating to the Employment Agreement, including, but not limited to, any and all claims related to Executive’s service as
an employee, officer or director of CNOB or any subsidiary or affiliate through the effective date of this Agreement or arising
from or related to Executive’s service with CNOB, and any and all claims, debts, liabilities, demands, obligations, promises,
acts, agreements, costs, expenses, damages, actions, and causes of actions, whether in law or in equity, whether known or unknown,
suspected or unsuspected, arising from Executive’s employment or service with CNOB or any subsidiary or affiliate thereof,
and, except as set forth below, also includes but is not limited to: (i) claims under federal, state or local law (statutory or
decisional) for breach of contract, tort, wrongful or abusive or unfair discharge or dismissal, impairment of economic opportunity
or defamation, breach of fiduciary duty, intentional infliction of emotional distress, or discrimination based upon race, color,
ethnicity, sex, age, national origin, religion, disability, sexual orientation or any other unlawful criterion or circumstance;
(ii) claims for compensation, bonuses or benefits; (iii) claims under any employment letter, service agreement, severance program,
compensation, bonus, incentive, deferred retirement, health, welfare or benefit plan or arrangement maintained by CNOB and its
affiliates; (iv) claims for sexual harassment; (v) claims related to whistle blowing; (vi) claims for punitive, incidental, indirect,
consequential, special or exemplary damages; (vii) claims for violations of any of the following laws (as amended) from the beginning
of time to the effective


    	 



    	



    

date of this Agreement: the Equal Pay Act, the Civil Rights Act of 1866, 42 U.S.C. § 1981, Title
VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991 as amended, the Equal Pay Act, the Genetic Information and Discrimination
Act, the Americans with Disabilities Act of 1991, the Worker Adjustment Retraining and Notification Act, 29 U.S.C. § 2101,
et seq., the Family and Medical Leave Act of 1993, the Rehabilitation Act, Executive Order 11246, all claims and damages
relating to race, sex, national origin, disabilities, religion, sexual orientation, and age, all employment discrimination claims
arising under similar state, country or city statutes, any claims for unpaid compensation, wages and bonuses under the federal
Fair Labor Standards Act, 29 U.S.C. § 201, et seq., any and all claims for violation of Code Section 409A, or any
state, county or city law or ordinance regarding wages or compensation, and (viii) claims for violations of any other applicable
labor or employment statute or law, from the beginning of time to the effective date of this Agreement. For avoidance of doubt,
this Section includes a release of claims under the New Jersey Law Against Discrimination, the New Jersey State WARN Act, the
New Jersey Conscientious Employee Protection Act, the New Jersey Smoke-Free Air Act, the New Jersey Equal Pay Act, the New Jersey
Occupational Safety and Health Law, the New Jersey Temporary Disability Benefits Act and the New Jersey Family Leave Act. In addition,
Executive waives any and all rights under the laws of any jurisdiction in the United States that limit a general release to those
claims that are known or suspected to exist in Executive’s favor as of the effective date of this Agreement. The foregoing
list is meant to be illustrative rather than exclusive.


 


(b)Notwithstanding
the foregoing, Executive does not waive any rights related to: (i) CNOB’s obligations to make payments or provide
other benefits under either Section 6(c) or 7(c) of the Employment Agreement, (ii) claims for payment under any equity
compensation plan of CNOB in effect as of the date hereof and under which Executive received an award, (iii) claims for
benefits under CNOB’s tax-qualified retirement plans or other benefit or compensation plans in which Executive has a
vested benefit; or (iv) claims for benefits required by applicable law or health insurance coverage under applicable state
and federal group health care continuation coverage laws (e.g., COBRA). In addition, excluded from this release and waiver
are any claims which cannot be waived by law, including but not limited to the right to participate in an investigation
conducted by certain government agencies. Executive does, however, waive Executive’s right to any monetary recovery should
any agency (such as the Equal Employment Opportunity Commission) pursue any claims on Executive’s behalf.


 


(c)Executive agrees
not to institute, nor has Executive instituted, a lawsuit against any Released Company Party based on any waived claims or rights
as set forth above.


 


(d)EXCEPT AS
OTHERWISE PROVIDED HEREIN, EXECUTIVE ACKNOWLEDGES AND AGREES THAT THIS RELEASE IS A FULL AND FINAL BAR TO ANY AND ALL CLAIM(S)
OF ANY TYPE THAT EXECUTIVE MAY NOW HAVE AGAINST ANY RELEASED COMPANY PARTY.


 


2.Injunctive
Relief. The parties hereto recognize that irreparable injury will result to CNOB, their businesses and properties in the
event of Executive’s breach of any covenants or agreements contained herein. CNOB will be entitled, in addition to any other
remedies and


    	 



    	



    

damages available to it, to an injunction prohibiting Executive from committing any violation or threatened violation
of this Agreement.


 


3.General
Provisions.


 


(a)Heirs, Successors
and Assigns. The terms of this Agreement will be binding upon the parties hereto and their respective heirs, personal representatives,
successors and assigns.


 


(b)Final Agreement.
This Agreement represents the entire understanding of the parties with respect to the subject matter hereof and supersedes all
prior understandings, written or oral. The terms of this Agreement may be changed, modified or discharged only by an instrument
in writing signed by the parties hereto.


 


(c) Governing
Law. This Agreement will be construed, enforced and interpreted in accordance with and governed by the laws of the State of
New Jersey, without reference to its principles of conflicts of law.


 


(d) Counterparts.
This Agreement may be executed in one or more counterparts, each of which counterpart, when so executed and delivered, will be
deemed an original and all of which counterparts, taken together, will constitute but one and the same agreement.


 


(e)Severability.
Any term or provision of this Agreement which is held to be invalid or unenforceable will be ineffective to the extent of such
invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement.


 


IN WITNESS WHEREOF,
the parties hereto have signed this Agreement on the dates set forth below and Executive hereby declares that the terms of this
Agreement have been completely read, are fully understood, and are voluntarily accepted after complete consideration of all facts
and legal claims.


 


PLEASE READ CAREFULLY.
THIS AGREEMENT INCLUDES A RELEASE OF CERTAIN KNOWN AND UNKNOWN CLAIMS. CNOB HEREBY ADVISES EXECUTIVE TO CONSULT WITH AN ATTORNEY
BEFORE EXECUTING THIS AGREEMENT. 


 


	 	 	EXECUTIVE
	 	 	 
	 	 	 
	Date