exv10w2



 





Exhibit 10.2



EMPLOYMENT CONTRACT



This AGREEMENT is made effective as of this sixth day of April, 2004 by and
between THE YARDVILLE NATIONAL BANK (the “Bank”), a corporation organized under
the laws of the State of New Jersey, and Kathleen O. Blanchard (the “Officer”).




RECITALS




     WHEREAS, the Bank desires to employ and retain the services of the Officer
for the period provided in this Agreement; and



     WHEREAS, the Officer is willing to serve in the employ of the Bank on a
full-time basis for said period;



     NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and upon the other terms and conditions hereinafter provided, the parties
hereto agree as follows:



1. POSITION AND RESPONSIBILITIES



     During the period of her employment hereunder, the Officer shall serve as
First Senior Vice President and Risk Management Officer of the Yardville
National Bank (the “Bank”) reporting to the Chairman of the Audit Committee of
the Board of Directors.



2. TERMS AND DUTIES



     (A) The period of the Officer’s employment agreement shall commence as of
April 6, 2004 and shall continue for a period of nine (9) full calendar months
and twenty-five (25) days thereafter, unless terminated by the Bank on account
of death, disability or cause (as herein defined). This Agreement is subject
to approval, for continuation, by the President/Chief Executive Officer and the
Board of Directors of the Yardville National Bank, at the conclusion of each
contract period. Renewals shall be on the same terms and conditions as set
forth herein, except for such modification of compensation and benefits as may
hereafter be agreed upon between the parties hereto from time to time.



 









 





     (B) During the period of employment, the Officer shall devote full time
and attention to such employment and shall perform such duties as are
customarily and appropriately vested in the First Senior Vice President and
Risk Management Officer of a commercial bank.



3. DEFINITIONS



     For purposes of the Agreement,



     (A) “Cause” means any of the following:




(i) the willful commission of an act that causes or that probably
will cause substantial economic damage to the Bank or substantial
injury to the Bank’s business reputation; or,




(ii) the commission of an act of fraud in the performance of the
Officer’s duties; or




(iii) a continuing willful failure to perform the duties of the
Officer’s position with the Bank; or




(iv) the order of a bank regulatory agency or court requiring the
termination of the Officer’s employment.



     (B) “Change in Control”: means any of the following:




(i) the acquisition by any person or group acting in concert of
beneficial ownership of forty percent (40%) or more of any class of
equity security of the Bank or the Bank’s Holding Company, or




(ii) the approval by the Board, and appropriate regulatory
authorities of the sale of all or substantially all of the assets
of the Bank or Holding Company; or,




(iii) the approval by the Board and appropriate regulatory
authorities of any merger, consolidation, issuance of securities or
purchase of assets, the result of which would be the occurrence of
any event described in clause (i) or (ii) above.



 









 





     (C) “Disability” means a mental or physical illness or condition rendering
the Officer incapable of performing his normal duties for the Bank.



     (D) “Willfulness” means an act or failure to act done not in good faith
and without reasonable belief that the action or omission was in the best
interest of the Bank.



4. COMPENSATION AND REIMBURSEMENT



     (A) During the period of employment, the Bank shall pay to the Officer
an annual salary of not less than $112,500.00, which salary shall be paid in
bi-weekly installments.



     The Board or a duly appointed committee shall review such salary thereof at
least annually and any adjustments in the amount of salary on said review shall
be fixed by the Board from time to time.



5. TERMINATION FOR CAUSE



     (A) The Officer shall not have the right to receive compensation or other
benefits provided hereunder for any period after termination for Cause, except
to the extent that Officer may be legally entitled to participate by virtue of
COBRA or any other State or Federal Law concerning employee rights to benefits
upon termination.



6. TERMINATION BY THE OFFICER



     (A) In the event of the Officer’s voluntary termination, the Officer shall
not have the right to receive compensation or benefits as provided hereunder
after such date of termination, except to the extent that the Officer may be
legally entitled to participate by virtue of COBRA or any other State of
Federal law concerning employee rights to benefits upon termination.



7. CHANGE IN CONTROL



 









 





     (A) The Executive will have the option within six (6) months after a
Change in Control (as herein defined), to elect to resign his position. If the
Executive’s voluntary departure is for other than death, disability or cause
the Executive shall be entitled to receive two (2) years’ salary at an annual
salary currently being paid, which payment shall be made in a lump sum promptly
after the occurrence of such voluntary resignation.



     (B) In the event that within three (3) years after a Change in Control (as
herein defined), the Officer’s employment is terminated by the Bank, other than
for death, disability or Cause, the Officer shall be entitled to receive two
(2) years’ salary at the annual salary currently being paid, which payment
shall be made in a lump sum promptly after the occurrence of such termination.



8. TERMINATION UPON DISABILITY



     (A) In the event that the Officer experiences a Disability during the
period of employment, salary shall continue at the same rate as was in effect
on the day of the occurrence of such Disability, reduced by an concurrent
disability benefit payments provided under disability insurance maintained by
the Bank. If such Disability continues for a period of six (6) consecutive
months, the Bank at its option may thereafter, upon written notice to the
Officer or personal representative, terminate the Officer’s employment with no
further notice.



9. GOVERNING LAW



     This Agreement and the other obligations of the parties hereto shall be
interpreted, construed and enforced in accordance with the laws of the State of
New Jersey.



10. ENTIRE AGREEMENT



 









 





     This instrument contains the entire agreement of the parties. It may not
be changed orally, but only by an agreement in writing signed by the party
against whom enforcement of any waiver, change, modification, extension or
discharge is sought.



     IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on
the 6th day of April, 2004.



	 	 	 
	ATTEST:

	 	YARDVILLE NATIONAL BANK
	 
	 	 
	
 

	 	
 
	

	 	Patrick M. Ryan
	

	 	President/CEO
	 
	 	 
	WITNESS
	 	 
	 
	 	 
	
 

	 	
 
	

	 	Kathleen O. Blanchard
	

	 	First Senior Vice President