<PAGE>

                                                                    Exhibit 10.6


                              CHANGE IN CONTROL,
                      SEVERANCE AND EMPLOYMENT AGREEMENT
                                FOR ROGER BOSMA


     THIS CHANGE IN CONTROL SEVERANCE AND EMPLOYMENT AGREEMENT (the
"Agreement"), is made as of the 1st day of January, 2000, among Lakeland
Bancorp, Inc. (the "Holding Company"), a New Jersey corporation which maintains
its principal office at 1 Lakeland Plaza, Newfoundland, New Jersey, 07435,
Lakeland Bank (the "Bank"), a New Jersey chartered commercial bank, with an
office at 1 Lakeland Plaza, Newfoundland, New Jersey 07435 (the Holding Company
and the Bank are collectively referred to herein as the "Company"), and Roger
Bosma (the "Executive").

                                  BACKGROUND

     WHEREAS, the Executive has, this day, been employed by the Holding Company
as President and Chief Executive Officer; and

     WHEREAS, the Board of Directors of the Holding Company believes that the
future services of the Executive are of great value to the Company and that it
is important for the growth and development of the Company that the Executive
work diligently in the business of the Company in his position; and

     WHEREAS, the Board of Directors of the Holding Company (the "Board")
believes it is imperative that the Holding Company and its Board be able to rely
upon the Executive to continue in his position in the event that the Holding
Company receives any proposal from a third person concerning a possible business
combination with, or acquisition of equities securities of, the Company,  and
that they be able to receive and rely upon his advice, if they request it, as to
the best interests of the Company and its shareholders, without concern that the
Executive might be distracted by the personal uncertainties and risks created by
such a proposal; and
<PAGE>

     WHEREAS, to achieve that goal, and to retain the Executive's services prior
to any such activity the Board and the Executive have agreed to enter into this
Agreement to provide the Executive with continued employment or certain
termination benefits in the event of a Change in Control, as hereinafter
defined; and

     WHEREAS, due to the uncertainties created in certain contracts by the
requirement that an executive have "good reason" before any resignation, it is
the intention of the Board that, among other things, the Executive is given the
right hereunder to resign at any time and for any reason and to receive the
payments and benefits provided hereunder if he works or is willing to work for
the Company for 90 days following a Change in Control.

     NOW, THEREFORE, to assure the Company that it will have the continued
dedication of the Executive and the availability of his advice and counsel
notwithstanding the possibility, threat or occurrence of a bid to take over
control of the Company, and to induce the Executive to remain in the employ of
the Company, and for other good and valuable consideration, the Company and the
Executive, each intending to be legally bound hereby agree as follows:

     1.  Definitions
         -----------

          a.  Cause.  For purposes of this Agreement "Cause" with respect to the
              ------
termination by the Company of Executive's employment shall mean (i) failure by
the Executive to materially perform his duties for the Company under this
Agreement after at least one warning in writing from the Company's Board of
Directors identifying specifically any such material failure and offering a
reasonable opportunity to cure such failure; (ii) the willful engaging by the
Executive in material misconduct which causes material injury to the Company; or
(iii) conviction of a crime (other than a traffic violation), habitual
drunkenness, drug abuse, or excessive absenteeism other than for illness, after
a warning (with respect to drunkenness or absenteeism only) in writing from

                                      -2-
<PAGE>

the Board of Directors to refrain from such behavior. No act or failure to act
on the part of the Executive shall be considered willful unless done, or omitted
to be done, by the Executive not in good faith and without reasonable belief
that the action or omission was in the best interest of the Company. The Company
shall have the burden of proving cause by clear and convincing evidence.


          b.  Change in Control.
              -----------------

          (i)  General.  For purposes of this Agreement, a "Change in Control"
               --------
shall mean the occurrence of any of the following events with respect to the
Holding Company:

              (A) the consummation of any consolidation or merger of the Holding
Company in which the Holding Company is not the continuing or surviving
corporation or pursuant to which shares of the Holding Company's common stock
("Common Stock") would be converted into cash, securities or other property,
other than a merger of the Holding Company in which the holders of the shares of
the Holding Company's Common Stock immediately prior to the merger have the same
proportionate ownership of common stock of the surviving corporation immediately
after the merger: or

              (B) the consummation of any sale, lease, exchange or other
transfer (in one transaction or a series of related transactions) of all, or
substantially all, of the assets of the Holding Company, other than to a
subsidiary or affiliate; or

              (C) an approval by the shareholders of the Holding Company of any
plan or proposal for the liquidation or dissolution of the Holding Company; or

              (D) any action pursuant to which any person (as such term is
defined in Section 13(d) of the Exchange Act), corporation or other entity
(other than any person who owns more than ten percent (10%) of the outstanding
Common Stock on the date this Agreement is entered into, the Holding Company or
any benefit plan sponsored by the Holding Company or any of its subsidiaries)
shall become the "beneficial owner" (as such term is defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of shares of capital stock entitled
to vote generally for the election of

                                      -3-
<PAGE>

directors of the Holding Company ("Voting Securities") representing fifty-one
(51%) percent or more of the combined voting power of the Holding Company's then
outstanding Voting Securities (calculated as provided in Rule 13d-3(d) in the
case of rights to acquire any such securities), unless, prior to such person so
becoming such beneficial owner, the Board of Directors of Holding Company (the
"Board") shall determine that such person so becoming such beneficial owner
shall not constitute a Change in Control; or

          (E) the individuals (x) who, as of the date on which the Agreement is
entered into, constitute the Board (the "Original Directors") and (y) who
thereafter are elected to the Board and whose election, or nomination for
election, to the Board was approved by a vote of at least two thirds of the
Original Directors then still in office (such Directors being called "Additional
Original Directors") and (z) who thereafter are elected to the Board and whose
election or nomination for election to the Board was approved by a vote of at
least two thirds of the Original Directors and Additional Original Directors
then still in office, cease for any reason to constitute a majority of the
members of the Board.

          (ii)    Time of Change in Control.  For purposes of this
                  --------------------------
Agreement, a Change in Control shall be deemed to occur on the earliest of:

                  (A) The first date on which a single person or entity or group
of affiliated persons or entities (other than an employee benefit plan or trust
maintained for the benefit of the Company's employees) acquire the beneficial
ownership of 25% or more of the Holding Company's voting securities; or

                  (B) Forty-five (45) days prior to the date the Holding Company
enters into a definitive agreement that would result, if consummated, in a
transaction described in Section 1(b)(i)(B) or 1(b)(i)(D) above; provided
however, that for purposes of any resignation by the Executive, the Change in
Control shall not be deemed to occur until (x) the consummation of such
transaction if this Agreement is expressly assumed by the acquiring entity, or
(y) the day before the consummation of such transaction if this Agreement is not
expressly assumed by the acquiring company; and

                                      -4-
<PAGE>

further provided that if any such definitive is terminated without consummation
of the acquisition, then no Change in Control shall have been deemed to have
occurred by virtue of the execution of such definitive agreement; or

                      (C) The date upon which the election of directors occurs
qualifying under Section 1(b)(i)(C) above.

          c.   Contract Period. "Contract Period" shall mean the period
               ----------------
commencing the day immediately preceding a Change in Control and ending on the
earlier of (i) three years after the consummation of any event giving rise to
the Change in Control or (ii) the date the Executive would attain age 65.

          d.  Exchange Act. "Exchange Act" means the Securities Exchange Act
              -------------
of 1934, as amended.

          e.  Good Reason. When used with reference to a voluntary
              ------------
termination by Executive of his employment with the Company, "Good Reason" shall
mean any of the following, if taken without Executive's express written consent:

              (i) The assignment to Executive of any duties inconsistent with,
or the reduction of authority, powers or responsibilities associated with,
Executive's position, title, duties, responsibilities and status with the
Company immediately prior to a Change in Control (a "Change in Assignment") or
any removal of Executive from, or any failure to re-elect Executive to, any
position(s) or office(s) Executive held immediately prior to such Change in
Control. A change in position, title, duties, responsibilities and status or
position(s) or office(s) following a Change in Control shall constitute a Change
in Assignment unless the Executive's new title, duties and responsibilities are
accepted in writing by the Executive, in the sole discretion of the Executive;

              (ii) A reduction by the Company in Executive's annual base
compensation as in effect immediately prior to a Change in Control;

              (iii)  A failure by the Company to continue for Executive any
bonus plan in which Executive participated immediately prior to the Change in
Control or a failure by the Company to continue Executive as a participant in
such plan on at least the same basis as Executive participated in such plan
prior to the Change in Control.

                                      -5-
<PAGE>

          (iv) After a Change in Control, the Company's transfer of Executive to
another geographic location outside of New Jersey or more than 25 miles from his
present office location, except for required travel on the Company's business to
an extent substantially consistent with Executive's business travel obligations
immediately prior to such Change in Control;

          (v) The failure by the Company to continue in effect for Executive any
employee benefit plan, program or arrangement (including, without limitation any
401(k) plan, pension plan, life insurance plan, health and accident plan,
disability plan, or stock option plan) in which Executive is participating
immediately prior to a Change in Control (except that the Company may institute
or continue plans, programs or arrangements providing Executive with
substantially similar benefits); the taking of any action by the Company after a
Change in Control which would adversely affect Executive's participation in or
materially reduce Executive's benefits under, any of such plans, programs or
arrangements, the failure to continue, or the taking of any action which would
deprive Executive, of any material fringe benefit enjoyed by Executive
immediately prior to such Change in Control; or the failure by the Company to
provide Executive with the number of paid vacation days to which Executive was
entitled immediately prior to such Change in Control; or

          (vi) The failure by the Company to obtain an assumption in writing of
the obligations of the Company to perform this Agreement by any successor to the
Company and to provide such assumption to the Executive upon consummation of the
event giving rise to the Change in Control; or

          f.   Voting Securities.  "Voting securities" means the Holding
               -------------------
Company's common stock, together with any preferred stock entitled to vote
generally in election for directors or other matters.  With respect to preferred
stock, in determining the percentage of beneficial ownership of voting
securities, the number of votes to which the holder is entitled in the election
of directors with the common holders, and not the number of shares, shall be the
basis of the calculation.

                                      -6-
<PAGE>

     2.  Employment. During the Contract Period, the Company hereby agrees
         ----------
to employ the Executive, and the Executive hereby accepts employment, upon the
terms and conditions set forth herein.

     3.  Position. During the Contract Period, the Executive shall be employed
         --------
as the President and Chief Executive Officer of the Holding Company, or such
other corporate or divisional profit center as shall then be the principal
successor to the business, assets and properties of the Company, with
substantially the same title and the same duties and responsibilities as before
the Change in Control.  The Executive shall devote his full time and attention
to the business of the Company, and shall not during the Contract Period be
engaged in any other business activity.  This Section shall not be construed as
preventing the Executive from managing any investments of his which do not
require any substantial service on his part in the operation of such
investments.

     4.  Cash Compensation.  The Company shall pay to the Executive
         -----------------
compensation for his services during the Contract Period as follows:

         a.   Annual Salary. An annual salary equal to the annual salary in
              -------------
effect as of the Change in Control. The annual salary shall be payable in
installments in accordance with the Company's usual payroll method. The annual
salary shall not be reduced during the Contract Period.

         b.   Annual Bonus.  An annual cash bonus equal to the average annual
              -------------
bonus, if any, paid to the Executive for the three most recent fiscal years
prior to the Change in Control. The bonus shall be payable at the time and in
the manner which the Company paid such bonuses prior to the Change in Control.

        c.   Annual Review.  The Board of Directors of the Company during the
             -------------
Contract Period shall review annually, or at more frequent intervals which the
Board determines is appropriate, the Executive's compensation and shall award
him compensation to reflect the Executive's performance, the performance of the
Company and competitive compensation levels, all as determined in the discretion
of the Board of

                                      -7-
<PAGE>

Directors; provided, however, that the Executive's compensation shall not be
reduced pursuant to any such review or otherwise.

     5.  Expenses and Fringe Benefits.
         ----------------------------

          a.   Expenses. During the Contract Period, the Executive shall be
               --------
entitled to reimbursement for all business expenses incurred by him with respect
to the business of the Company in the same manner and to the same extent as such
expenses were previously reimbursed to him immediately prior to the Change in
Control.

          b.   Club Membership and Automobile.  During the Contract Period, the
               ------------------------------
Company shall provide Executive with membership in the same country club in
which he was a member prior to the Change in Control and the use of an
automobile, at least comparable to the automobile provided to him prior to the
Change in Control.  During the Contract Period, the Executive shall be entitled
to reimbursement from the Holding Company for all costs and expenses incurred in
operating such automobile.

          c.   Other Benefits.  The Executive also shall be entitled to
               --------------
vacations and sick days, in accordance with the practices and procedures of the
Company, as such existed immediately prior to the Change in Control.  During the
Contract Period, the Executive also shall be entitled to hospital, health,
medical and life insurance, and any other benefits enjoyed, from time to time,
by senior officers of the Company, all upon terms as favorable as those enjoyed
by other senior officers of the Company.  Notwithstanding anything in this
Section 5(d) to the contrary, if the Company adopts any change in the benefits
provided for senior officers of the Company, and such policy is uniformly
applied to all officers of the Company (and any successor or acquirer of the
Company, if any), including the chief executive officer of such entities, then
no such change shall be deemed to be contrary to this Section.

     6.  Termination for Cause.  The Company shall have the right to terminate
         ---------------------
the Executive for Cause, upon written notice to him of the termination which
notice shall specify the reasons for the termination.  In the event of a valid
termination for Cause, the

                                      -8-
<PAGE>

Executive shall not be entitled to any further compensation or benefits under
this Agreement.

     7.  Disability During the Contract Period.  If the Executive becomes
         -------------------------------------
permanently disabled, or is unable to perform his duties hereunder for four (4)
consecutive months in any twelve (12) month period or 180 days in any 365 day
period, the Company may terminate the employment of the Executive.  In such
event, the Executive shall be entitled to the payments and benefits provided
under Section 9 hereof as if the Executive had been terminated hereunder without
Cause upon such date.

     8.  Death Benefits.  Upon the Executive's death while employed during the
         --------------
Contract Period, the Executive's employment hereunder shall be deemed to have
been terminated without Cause as of the date of death, and his estate shall be
entitled to the payments and benefits provided under Section 9 hereof as if the
Executive had been terminated without Cause upon such date.

     9.  Termination Without Cause or Resignation.
         ----------------------------------------

         a.  Termination Without Cause.  The Company may terminate the
             -------------------------
Executive without Cause during the Contract Period by written notice to the
Executive.

         b.  Resignation for Good Reason in First 90 Days After a Change in
             --------------------------------------------------------------
Control. For the first 90 days after a Change in Control, the Executive may
-------
resign for Good Reason upon prior written notice to the Company.

         c.  Resignation After First 90 Days.  Commencing 90 calendar days after
             -------------------------------
a Change in Control and continuing thereafter during the Contract Period, the
Executive may resign for any reason whatsoever and need not specify the reason,
upon four (4) weeks written notice to the Company; provided that for this
purpose, the effective date of the notice shall not be less than 90 calendar
days after the Change in Control.

        d.   Payments and Benefits.  If the Company terminates the Executive's
             ---------------------
employment during the Contract Period without Cause or if the Executive resigns
for

                                      -9-
<PAGE>

Good Reason under Section 9(b) or for any reason under Section 9(c), the Company
shall, as promptly as practical but in no event later than ten (10) business
days after the termination of employment pay the Executive a lump sum (the "Lump
Sum") equal to three (3) times the sum of (i) the annual salary paid to the
Executive immediately prior to the Change in Control plus (ii) the average
annual incentive bonus, if any, paid to the Executive during the three most
recent fiscal years immediately prior to the Change in Control. For these
purposes, any deferral of salary or bonus by the Executive under the any 401(k)
plan, deferred compensation plan or "cafeteria plan" of the Company shall be
included in salary and bonus. The Company also shall continue to provide the
Executive, his spouse and eligible dependents for a period of three years
following the termination of employment, with life, health, hospitalization and
medical insurance, as were provided at the time of the Change in Control or
until the Executive is employed with comparable benefits, at the Company's cost,
subject only to the responsibility of the Executive to continue to pay a portion
of the premium, as well as co-pays or deductibles in such amounts as were paid
by the Executive prior to the termination.

          e.   No Duty to Mitigate.   The Executive shall not have a duty to
               -------------------
mitigate the damages suffered by him in connection with the termination by the
Company of his employment without Cause under Section 9(a) or a resignation
under Sections 9(b) and 9(c) during the Contract Period.

          f.   Legal Fees and Expenses.  If the Company fails to pay the
               -----------------------
Executive the Lump Sum due him under this Agreement or to provide him with the
life, health, hospitalization and medical insurance benefits due under this
Agreement, the Executive, after giving ten (10) days' written notice to the
Company identifying the Company's failure, shall be entitled to recover from the
Company any and all of his legal fees and other expenses incurred in connection
with his enforcement against the Company of the terms of this Agreement.

          g.   Parachute Payment.
               -----------------

               (i) Anything in this Agreement to the contrary notwithstanding,
in the event it shall be determined that any payment or distribution by the
Company to or for the benefit of the Executive (whether paid or payable or
distributed or distributable

                                     -10-
<PAGE>

pursuant to the terms of this Agreement or otherwise, but determined without
regard to any additional payments required under this Section 9) (a "Payment")
would be subject to the excise tax imposed by Section 4999 of the Code (the
"Excise Tax"), then the Executive shall be entitled to receive an additional
payment (the "Additional Payment") equal to 10% of the amount of such Payment;
provided, however, that prior to the payment of the Additional Payment the
Certified Public Accountants (as defined in paragraph (iv) below) shall
determine if (1) the sum of (x) the Payment and the Additional Payment, minus
(y) the amount of the Excise Tax, is less than (2) the maximum amount which may
be paid to the Executive without triggering the Excise Tax, and if it is, then
such Additional Payment shall not be paid and the aggregate present value of
amounts payable or distributable to or for the benefit of the Executive pursuant
to this Agreement in connection with the Executive's termination of employment
(such payments or distributions pursuant to this Agreement are hereinafter
referred to as "Agreement Payments") shall be reduced to the Reduced Amount in
accordance with paragraph (ii) below. For purposes of this paragraph, the
"Reduced Amount" shall be an amount expressed in present value which maximizes
the aggregate present value of Agreement Payments without causing any Payment to
be nondeductible by the Company because of said Section 280G of the Code.

          (ii) If under paragraph (i) above the Certified Public Accountants
determine that any Agreement Payments shall be reduced, the Company shall
promptly give the Executive notice to that effect and a copy of the detailed
calculation thereof and of the Reduced Amount, and the Executive may then elect,
in his sole discretion, which and how much of the Agreement Payments shall be
eliminated or reduced (as long as after such election the aggregate present
value of the Agreement Payments equals the Reduced Amount), and shall advise the
Company in writing of his election within 5 business days of his receipt of
notice.  If no such election is made by the Executive within such 5 day period,
the Company may elect which and how much of the Agreement Payments shall be
eliminated or reduced (as long as after such election the aggregate present
value of the Agreement Payments equals the Reduced Amount) and shall notify the
Executive promptly of such election.  For purposes of this paragraph, present
value

                                     -11-
<PAGE>

shall be determined in accordance with Section 280G(d)(4) of the Code. All
determinations made by the Certified Public Accountants shall be binding upon
the Company and the Executive, and shall be made as promptly as practical but in
any event within 20 days of a termination of employment of the Executive. The
Company may suspend for a period of up to 30 days after termination of
employment the payment of the Lump Sum and any other benefits due to the
Executive under this Agreement until the Certified Public Accountants finish the
determination and the Executive (or the Company, as the case may be) elect how
to reduce the Agreement Payments, if necessary. As promptly as practicable
following such determination and the elections hereunder, the Company shall pay
to or distribute to or for the benefit of the Executive such amounts as are then
due to the Executive under this Agreement and shall promptly pay to or
distribute for the benefit of the Executive in the future such amounts as they
become due to the Executive under this Agreement.

          (iii) As a result of the uncertainty in the application of Section
280G of the Code, it is possible that Agreement Payments will be made by the
Company which should not be made ("Overpayment") or that additional Agreement
Payments which will have not been made by the Company could have been made
("Underpayment"), in each case, consistent with the calculation of the Reduced
Amount hereunder.  In the event that the Certified Public Accountants, based
upon the assertion of a deficiency by the Internal Revenue Service against the
Company or Executive which said Certified Public Accountants believe has a high
probability of success, determines that an Overpayment has been made, any such
Overpayment shall be treated for all purposes as a loan to Executive which
Executive shall repay to the Company together with interest at the applicable
Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided,
however, that no amount shall be payable by Executive to the Company in and to
the extent such payment would not reduce the amount which is subject to taxation
under Section 4999 of the Code.  In the event that the Certified Public
Accountants, based upon controlling precedent, determine that an Underpayment
has occurred, any such Underpayment shall be promptly paid by the Company to or
for the

                                     -12-
<PAGE>

benefit of the Executive together with interest at the applicable Federal rate
provided for in Section 7872(f)(2)(A) of the Code.

          (iv) All determinations and calculations hereunder shall be made by
the certified public accounting firm of the Company immediately prior to a
Change in Control or such other certified public accounting firm mutually agreed
upon by the Executive and the Company (the "Certified Public Accountants").
Such determinations and calculations shall be made as promptly as practical and
in any event within 20 business days following the termination of employment of
Executive.  The Company shall bear the cost of the Certified Public Accountants
for such services.

          10.  Non-Disclosure of Confidential Information.
               -------------------------------------------

          In consideration of the covenants of the Company herein, the Executive
agrees as follows:

               (a) The Executive hereby agrees and acknowledges that he has and
has had access to or is aware of Confidential Information. The Executive hereby
agrees that he shall keep strictly confidential and will not during and after
the Initial Term, without the Company's express written consent, divulge,
furnish or make accessible to any person or entity, or make use of for the
benefit of himself or others, any Confidential Information obtained, possessed,
or known by him except as required in the regular course of performing the
duties and responsibilities of his employment by the Company while in the employ
of the Company, and that he will, prior to or upon the date on which his
employment with the Company terminates (the "Date of Termination") deliver or
return to the Company all such Confidential Information that is in written or
other physical or recorded form or which has been reduced to written or other
physical or recorded form, and all copies thereof, in his possession, custody or
control. The foregoing covenant shall not apply to (i) any Confidential
Information that becomes generally known or available to the public other than
as a result of a breach of the agreements of the Executive contained herein,
(ii) any disclosure of Confidential Information by the Executive that is
expressly required by judicial or administrative order; provided however that
the
                                     -13-
<PAGE>

Executive shall have (x) notified the Company as promptly as possible of the
existence, terms and circumstances of any notice, subpoena or other process or
order issued by a court or administrative authority that may require him to
disclose any Confidential Information, and (y) cooperated with the Company, at
the Company's request, in taking legally available steps to resist or narrow
such process or order and to obtain an order or other reliable assurance that
confidential treatment will be given to such Confidential Information as is
required to be disclosed.

          (b) For purposes of this Agreement, "Confidential Information" means
all non-public or proprietary information, data, trade secrets, "know-how", or
technology with respect to any products, designs, improvements, research,
styles, techniques, suppliers, clients, markets, methods of distribution,
accounting, advertising and promotion, pricing, sales, finances, costs, profits,
financial condition, organization, personnel, business systems (including
without limitation computer systems, software and programs), business
activities, operations, budgets, plans, prospects, objectives or strategies of
the Company.

          11.  Post-Employment Obligations
               ---------------------------

               In consideration of the covenants of the Company herein, the
Executive agrees as follows:

               (a) The Executive agrees that his services hereunder are of a
special, unique, extraordinary and intellectual character, and his position with
the Company places him in a position of confidence and trust with employees,
suppliers and clients of the Company. The Executive further agrees and
acknowledges that in the course of the Executive's employment with the Company,
the Executive has been and will be privy to Confidential Information. The
Executive consequently agrees that it is reasonable and necessary for the
protection of the trade secrets, goodwill and business of the Company that the
Executive make the covenants contained herein. Accordingly, the Executive agrees
that while he is in the employ of the Company and for a two year period after
the Date of Termination (unless such termination is by the Company before the
end

                                     -14-
<PAGE>

of the Initial Term and without Cause), he shall not, without the prior written
consent of the Company, directly or indirectly, and regardless of the reason for
his ceasing to be employed by the Company:

          (i) engage in, own, manage, operate, control or otherwise participate
     in or be connected with, any Competing Business (as defined below), whether
     as principal, sole proprietor, agent, employee, employer, consultant,
     advisor, independent contractor, stockholder, director, officer, partner,
     joint venturer or in other representative capacity whatsoever; provided,
     however, that the mere ownership by the Executive of not more than 1% of
     the equity securities of any corporation or similar business entity the
     securities of which are registered pursuant to the Securities and Exchange
     Act of 1934, as amended, shall not be deemed to be a violation of this
     covenant so long as the Executive does not actively participate in the
     business or management of such corporation or entity in any manner
     whatsoever;

          (ii) employ, solicit for employment, or advise or recommend to any
     other person that they employ or solicit for employment or retention as a
     consultant, any person who is, or was at any time within twelve (12) months
     prior to the Date of Termination, an employee of, or exclusive consultant
     to, the Company.

     For purposes of this Section 11, the term "Competing Business" means any
     business which as of the Date of Termination or at any time thereafter is
     in competition with the Company or any of the Company's affiliates within
     the delineated assessment area of the Bank or any such affiliate under the
     Community Reinvestment Act.

          (b) If the Executive commits a breach or is about to commit a breach,
of any of the provisions of Sections 10 or 11 hereof, the Company shall have the

                                     -15-
<PAGE>

right to have the provisions of this Agreement specifically enforced by any
court having equity jurisdiction without being required to post bond or other
security and without having to prove the inadequacy of the available remedies at
law, it being acknowledged and agreed that any such breach or threatened breach
will cause irreparable injury to the Company and that money damages will not
provide an adequate remedy to the Company. In addition, the Company may take all
such other actions and remedies available to them under law or in equity and
shall be entitled to such damages as they can show they have sustained by reason
of such breach.

          (c) The parties acknowledge that the type and periods of restriction
imposed in the provisions of Sections 10 and 11 hereof are fair and reasonable
and are reasonably required for the protection of the Company and the goodwill
associated with the business of the Company; and that the time, scope,
geographic area and other provisions of Sections 10 and 11 have been
specifically negotiated by sophisticated parties and are given as an integral
part of this Agreement.  The Executive specifically acknowledges that the
restrictions contemplated by this Agreement will not prevent him from being
employed or earning a livelihood in the type of business conducted by the
Company.  If any of the covenants in Sections 10 and 11 hereof, or any part
thereof, is hereafter construed to be invalid or unenforceable, the same shall
not affect the remainder of the covenants or covenants, which shall be given
full effect, without regard to the invalid portions.  If any of the covenants
contained in Sections 10 and 11 hereof, or any part thereof, is held to be
unenforceable because of the duration of such provision or the area covered
thereby, the parties agree that the court making such determination shall have
the power to reduce the duration and/or areas of such provision and, in its
reduced form, such provision shall then be enforceable.  The parties hereto
intend to and hereby confer jurisdiction to enforce the covenants contained in
Sections 10 and 11 hereof above upon the courts of any state or other
jurisdiction within the geographical scope of such covenants.  In the event that
the courts of any one or more of such states or other jurisdictions shall hold
such covenants wholly unenforceable by reason of the breadth of such scope or
otherwise, it is the intention of the parties hereto

                                     -16-
<PAGE>

that such determination not bar or in any way affect the right of the Company to
the relief provided above in the courts of any other states or other
jurisdictions within the geographical scope of such covenants, as to breaches of
such covenants in such other respective states or other jurisdictions, the above
covenants as they relate to each state or other jurisdiction being, for this
purpose, severable into diverse and independent covenants.

     12.  Term and Effect Prior to Change in Control.
          -------------------------------------------

          a.  Term.  Except as otherwise provided for hereunder, this
              -----

Agreement shall commence on the date hereof and shall remain in effect for a
period of three (3) years from the date hereof (the "Initial Term").  The
Initial Term shall be automatically extended for an additional one year period
on each anniversary date hereof (so that the Initial Term is always three (3)
years) unless on or before such date the Board of Directors of the Holding
Company by resolution passed by a majority vote of the Directors then in office,
votes not to extend the Initial Term any further.  The Company shall promptly
advise the Executive in writing of the passage of such resolution and if it
fails to do so the passage of such resolution shall be ineffective.
Notwithstanding any provision herein to the contrary, in the event that a Change
in Control occurs during the Initial Term (as it may be extended pursuant to
this Section 12(a)), the Initial Term shall end on the last day of the Contract
Period.

          b.  The Holding Company agrees to pay or provide the following
compensation and/or benefits in consideration of Executive's acceptance of
employment as President and CEO of the Holding Company:

              (i)  During the first 12 months following execution of this
     Agreement, the Company will, subject to shareholder approval, adopt a stock
     option plan and, subject to the terms and conditions thereof, award
     Executive options thereunder to purchase 20,000 shares of the Holding
     Company's common stock.

                                     -17-
<PAGE>

            (ii)   Executive's initial base annual compensation will be
$250,000.

            (iii)  Executive shall be entitled to use of a new car (the make and
model to be approved by the Board of Directors of Holding Company) every two
years and shall be entitled to reimbursement of all costs and expenses in
connection with the operation thereof.

            (iv)   Executive shall be entitled to membership in a country club
     agreed to by the Board, all expenses of membership and usage to be borne by
     the Company.

            (v)    Executive shall be entitled to supplemental life insurance
     equal to two times his base annual salary at Company expense.

            (vi)   During the first two years following execution of this
     Agreement, the Company agrees to consider, but is not required to adopt, a
     Supplemental Executive Retirement Plan.

            (vii)  Executive shall be entitled to reimbursement of all expenses
incurred in the performance of his duties.

           (viii)  Not later than January 2, 2002, the Holding Company will
cause Executive to be elected to the position of President and CEO of the Bank
in addition to his position of President and CEO of the Holding Company.

           c.  No Effect Prior to Change in Control. This Agreement shall not
               -------------------------------------
affect any rights of the Company to terminate the Executive prior to a Change in
Control provided that if such termination is without Cause and other than as a
result of

                                     -18-
<PAGE>

Executive's disability, Executive shall be entitled to the compensation set
forth in Sections 4 and 5 of this Agreement. If the employment of the Executive
by the Company is ended for any reason whatsoever prior to a Change in Control,
this Agreement, other than the provisions of Sections 10 and 11, shall
thereafter be of no further force and effect.

     13.  Compensation and Benefits Provided Not in Derogation of Other
          -------------------------------------------------------------
Benefits. Anything to the contrary herein contained notwithstanding, the
---------
payment or obligation to pay any monies, or granting of any benefits, rights or
privileges to Executive as provided in this Agreement shall not be in lieu or
derogation of the rights and privileges that the Executive now has or will have
under any plans or programs of or agreements with the Company, except that the
Executive shall not be entitled to the benefits of any other plan or program of
the Company or agreement with the Company expressly providing for severance or
termination pay or post-employment medical benefits.  In furtherance of the
foregoing, this Agreement is not in derogation of, but rather supplemental to,
the rights and benefits of the Executive, if any, under any stock option plan,
pension plan and 401(k) plan.

     14.  Notice.  During the Contract Period, any notice of termination of
          ------
the employment of the Executive by the Company or by the Executive to the
Company shall be communicated by written Notice of Termination to the other
party hereto.  For purposes of this Agreement, a "Notice of Termination" shall
mean a dated notice which shall (i) indicate the specific termination provision
in this Agreement relied upon; (ii) set forth, if necessary, in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
the employment of the Executive or from the Company under the provision  so
indicated; (iii) specify a date of termination, which shall be not less than
four weeks nor more than six weeks after such Notice of Termination is given,
except in the case of termination of employment by the Company of the Executive
for Cause pursuant to Section 6 hereof, in which case the Notice of Termination
may specify a date of termination as of the date such Notice of Termination is
given; and (iv) be given by personal delivery or, if the individual is not
personally available, by certified mail to the

                                     -19-
<PAGE>

last known address of the individual. Upon the death of the Executive, no Notice
of Termination need be given.

     15.      Payroll and Withholding Taxes.  All payments to be made or
              -----------------------------
benefits to be provided hereunder by the Company shall be subject to applicable
federal and state payroll or withholding taxes.

     16.      Miscellaneous.  This Agreement is the joint and several obligation
              -------------
of the Holding Company and the Bank.  The terms of this Agreement shall be
governed by, and interpreted and construed in accordance with, the laws of New
Jersey.  This Agreement supersedes all prior agreements and understandings with
respect to the matters covered hereby.  The amendment or termination of this
Agreement may be made only in a writing executed by the Company and the
Executive, and no amendment or termination of this Agreement shall be effective
unless and until made in such a writing.  This Agreement shall be binding upon
any successor (whether direct or indirect, by purchase, merger, consolidation,
liquidation or otherwise) to all or substantially all of the assets of the
Company.  This Agreement is personal to the Executive and the Executive may not
assign any of his rights or duties hereunder but this Agreement shall be
enforceable by the Executive's legal representatives, executors or
administrators.  This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, and it shall not be necessary in
making proof of this Agreement to produce or account for more than one such
counterpart.

                              SPACE INTENTIONALLY

                                  LEFT BLANK

                                     -20-
<PAGE>

  IN WITNESS WHEREOF, the Holding Company and the Bank each have caused this
Agreement to be signed by their duly authorized representatives pursuant to the
authority of their Boards of Directors, and the Executive has personally
executed this Agreement, all as of the day and year first written above.

                                        LAKELAND BANCORP, INC.


                                             /s/ John W. Fredericks
                                        By:______________________________
                                           John W. Fredericks, Chairman



                                        LAKELAND BANK

                                            /s/ John W. Fredericks
                                        By:______________________________
                                           John W. Fredericks, Chairman


                                            /s/ Roger Bosma
                                           ______________________________
                                           Roger Bosma


                                     -21-