AMENDMENT
NO. 3 TO THE


THIRD AMENDED
AND RESTATED EMPLOYMENT AGREEMENT


 


This
AMENDMENT NO. 3 TO THE THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into
as of May 7th, 2014 by and among 1st United Bancorp, Inc., a business corporation organized and operating
under the laws of the State of Florida (the “Company”), 1st United Bank, a commercial bank organized and
operating under the laws of the State of Florida (the “Bank”), and Warren Orlando (the “Executive”).


 


WHEREAS,
Executive serves as Chairman of each of the Company and the Bank; and


 


WHEREAS,
the Company, the Bank and Executive entered into an Employment Agreement dated March 4, 2004, as amended and/or restated on January
1, 2007, December 18, 2008, December 20, 2011, January 24, 2012, July 23, 2013 and November 12, 2013 (the “Agreement”);
and


 


WHEREAS,
the Company, the Bank and Executive entered into a Supplemental Executive Retirement Agreement originally adopted May 31, 2006,
and as amended and restated effective December 18, 2008 (the “SERP”); and


 


WHEREAS,
the Company and Valley National Bancorp have entered into an Agreement and Plan of Merger dated May 7, 2014 (the “Merger
Agreement”) pursuant to which: (i) the Company shall merge with and into Valley National Bancorp and (ii) the Bank shall
merge with and into Valley National Bank (collectively the “Merger”); and


 


WHEREAS,
the Company, the Bank and Executive desire to amend the Agreement to quantify the payments to be provided to Executive under the
Agreement and the SERP in connection with the Merger; and


 


WHEREAS,
based on the foregoing, the Company, the Bank and Executive further desire to amend the Agreement so that: (i) Executive would
no longer be entitled to a payment from the Company or the Bank to cover excise taxes incurred (including any income or payroll
tax incurred on such excise taxes), if any, under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”),
with respect to any payment made, or benefit provided, by the Company, the Bank or any of their direct or indirect subsidiaries
or affiliates that constitutes an “excess parachute payment” as defined under Section 280G of the Code; and (ii) the
interest rate applicable to calculating the present value of the current and future accrued benefits that the Executive would
be entitled under any Employee Pension Benefit Plan (as defined in the Agreement) is the greater of: (A) the Applicable PBGC Rate
(as defined in the Agreement); or (B) 4.0%; and


 


WHEREAS,
Section 22 of the Agreement provides that the Agreement may be modified in writing by the parties thereto.



    	 



    	 



    




NOW,
THEREFORE, in consideration of the premises, the mutual agreements herein set forth and such other consideration the sufficiency
of which is hereby acknowledged, the Agreement is hereby amended as follows:


1.             Amendment to Paragraph (B) of Section 9(b)(iv) of the Agreement. Paragraph (B) of Section 9(b)(iv) of the
Agreement is hereby deleted in its entirety and replaced with the following:


“(B)The
present value of the accrued benefits to which the Executive is actually entitled under each such Employee Pension Benefit Plan
that is a defined benefit plan as of the Triggering Event Date using comparable actuarial assumptions (where applicable) as then
being utilized by such respective plan. In computing the present value of such lump sum payment, the greater of: (i) the annualized
rate of interest prescribed by the Pension Benefit Guaranty Corporation for the computation of the value of lump sum payments
otherwise payable under terminating single employer defined benefit plans for the month in which the Executive’s termination
of employment occurs (“Applicable PBGC Rate”); or (ii) an interest rate of 4.0% shall be utilized; and”


2.             Amendment to Section 12 (Tax Indemnification) of the Agreement. Section 12 of the Agreement is hereby deleted
in its entirety and replaced with the following:


“Section
12.[Reserved]”


3.             Amendment
to Section 27 (Section 409A) of the Agreement. The following paragraph is hereby added to the end of Section 27 of the
Agreement to read as follows:


“Notwithstanding
anything in this Agreement to the contrary, the Company and the Bank shall have the right to terminate this Agreement without
Executive’s consent by irrevocable action within the 30 days preceding, or 12 months following a Change of Control (as defined
under Section 409A of the Code), provided that the Agreement shall only be treated as terminated if all substantially similar
arrangements sponsored by the Company and/or the Bank that are treated as a single plan under Treasury Regulations Section 1.409A-1(c)(2)
are terminated and liquidated so that Executive and all other individuals under such substantially similar arrangements who experienced
the Change of Control event are required to receive all amounts of compensation deferred under the terminated arrangements within
12 months of the date of the irrevocable termination of the arrangements. In the event of such termination of the Agreement, Executive
would be entitled to the payments and benefits under the Agreement assuming his involuntary termination of employment without
cause immediately following the Change in Control, which would be distributed in accordance with Treasury Regulations Section
1.409A-3(j)(4)(ix).”



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4.             Termination
of the Agreement and the SERP. The Agreement shall remain in full force and effect until the Effective Time, as defined
in the Merger Agreement. As of the Effective Time, the Company and the Bank, as directed by Valley National Bancorp, shall terminate
the Agreement in accordance with Section 27 (as amended pursuant to this Amendment) and the SERP in accordance with terms thereof
and Section 409A of the Code. As a result of such actions, the Company or the Bank (or any successor) shall pay to Executive a
cash lump sum payment equal to: (i) $5,281,526 in settlement of his contractual rights to the payments and benefits set
forth in Section 11 of the Agreement and the SERP; plus (ii) pursuant to Section 5(i) of the Agreement, a payment to compensate
Executive for the applicable federal income tax liabilities (at a rate not to exceed 39.6%) attributable to Executive’s
unvested restricted stock awards that become vested as a result of the Merger (collectively, the “Settlement Payment”).
Executive hereby acknowledges and agrees that following the receipt of the Settlement Payment, Executive has no contractual right
to any payment or benefit under the Agreement or the SERP. Notwithstanding the foregoing, Executive does not waive the rights
that he may have related to the Employee Benefit Plans (excluding the SERP) and any outstanding stock option, restricted stock
or other equity awards. Executive acknowledges and agrees that, as of the Effective Time of the Merger, he will be entitled to
receive only the cash payments contemplated by Sections 2.3(b) and 2.3(c) of the Merger Agreement in exchange for any stock options
and other equity awards (excluding restricted stock) outstanding as of the Effective Time.


5.            Capitalized
Terms. Capitalized terms herein shall have the meanings ascribed to them in the Agreement except as otherwise expressly
provided in this Amendment.


6.             Effect
of Amendment. Notwithstanding anything to the contrary, this Amendment shall become effective as of the Effective Time.
In the event the Merger Agreement is terminated for any reason, this Amendment shall automatically terminate and become null and
void. Except and to the extent modified by this Amendment, the provisions of the Agreement shall remain in full force and effect
and are hereby incorporated into and made a part of this Amendment.


[Signature
Page Follows]




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 IN
WITNESS WHEREOF, the Company, the Bank and Executive have executed this Amendment as of the day and year first written above.


	 	1ST UNITED BANCORP,
    INC.
	 	 	 	 
	 	By:	/s/ John Marino
	 	Name:	John Marino
	 	Title:	President
	 	 	 	 
	 	1ST UNITED BANK
	 	 	 	 
	 	By:	/s/ John Marino
	 	Name:   	John Marino
	 	Title:	Chief Financial Officer
	 	 	 	 
	 	EXECUTIVE
	 	 	 	 
	 	/s/ Warren Orlando
	 	Warren Orlando	 





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