Exhibit
10.4


AMENDMENT
NO. 1 TO

CHANGE IN CONTROL AGREEMENT


THIS AMENDMENT NO. 1
TO CHANGE IN CONTROL AGREEMENT (this “Agreement”) is entered into as of
the 1st day of June 2007, by and between BOARDWALK BANK, a New Jersey
commercial bank (“Boardwalk”), and WAYNE S. HARDENBROOK, an adult
individual (the “Employee”).


WHEREAS, Boardwalk
entered into a Change in Control Agreement with the Employee dated as of
February 22, 2005 (the ”Change in Control Agreement”);


WHEREAS, effective
July 1, 2006, Boardwalk formed Boardwalk Bancorp, Inc., a New Jersey
business corporation and bank holding company of Boardwalk (“Bancorp”); and


WHEREAS, each of
Boardwalk and the Employee desires to amend the Change in Control Agreement
(i) to modify the definition of Change in Control in order to reflect the
formation of Bancorp, (ii) to make certain modifications in order to
comply with the final regulations regarding nonqualified deferred compensation
and Section 409A of the Internal Revenue Code of 1986, as amended, issued
on April 10, 2007 by the Treasury Department and the Internal Revenue
Service and (iii) to provide for certain tax gross-up provisions.


NOW, THEREFORE, in
consideration of the foregoing and the mutual covenants set forth herein, the
parties hereto agree as follows:


1.  Amendment of Change in
Control Agreement.  The following
amendment to the Change in Control Agreement are effective as of
February 22, 2005, except for Section 1(a) hereof which is effective
as of July 1, 2006, and the modifications to the Change in Control
Agreement set forth herein shall be incorporated into the terms of Change in
Control Agreement as follows:


(a)  Section 2(b) shall be
amended as follows:


(b)  CHANGE IN
CONTROL DEFINED.  As used in this
Agreement, the term “Change in Control” means any of the following:


(i)  any “person”
(as such term is used for purposes of Section 13(d) of the Securities Exchange
Act of 1934 (the ”Exchange Act”) as in effect on the date hereof), other
than Boardwalk Bancorp, Inc, a New Jersey business corporation (“Bancorp”),
a subsidiary of Bancorp, or an employee benefit plan of Bancorp or a subsidiary
of either Bancorp or Boardwalk (including a related trust), becomes the
beneficial owner (as determined pursuant to Rule 13d-3 under the Exchange Act),
directly or indirectly of securities of Bancorp representing more than 24.9% of
either (A) the combined voting power of Bancorp’s then outstanding voting
securities or (B) the aggregate number of shares of Bancorp’s then
outstanding common stock;



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(ii)  the occurrence
of a sale of all or substantially all of the assets of either Bancorp or
Boardwalk to an entity which is not a direct or indirect subsidiary of either
Bancorp or Boardwalk;


(iii)  the
occurrence of a reorganization, merger, consolidation or similar transaction
involving Bancorp, unless (A) the shareholders of Bancorp immediately
prior to the consummation of any such transaction initially thereafter own
securities representing at least a majority of the voting power of the
surviving or resulting corporation and (B) the directors of Bancorp
immediately prior to the consummation of such transaction initially thereafter
represent at least a majority of the directors of the surviving or resulting
corporation;


(iv)  a plan of
liquidation or dissolution, other than pursuant to bankruptcy or insolvency, is
adopted for either Bancorp or Boardwalk;


(v)  during any
period of two consecutive years, individuals who, at the beginning of such
period, constituted the Board of Directors of Bancorp cease to constitute the
majority of such Board (unless the election of each new director was expressly
or by implication approved by a majority of the Board members who were still in
office and who were directors at the beginning of such period); and


(vi)  the
occurrence of any other event which is irrevocably designated as a “change in
control” for purposes of this Agreement by resolution adopted by a majority of
the then non-employee directors of Bancorp.


Notwithstanding the foregoing, a Change in Control
will not be deemed to have occurred if a person becomes the beneficial owner,
directly or indirectly, of securities representing more than 24.9% of the
combined voting power of Bancorp’s then outstanding voting securities or the
aggregate number of shares of Bancorp’s then outstanding common stock solely as
a result of an acquisition by Bancorp of its common stock or voting securities
which, by reducing the number of voting securities or common stock outstanding,
increases the proportionate number of voting securities or common stock
beneficially owned by such person; provided, however, that if a person becomes
the beneficial owner of more than 24.9% of the combined voting power of voting
securities or the aggregate number of shares of common stock by reason of such
acquisition and thereafter becomes the beneficial owner, directly or
indirectly, of any additional voting securities or common stock (other than by
reason of a stock split, stock dividend or similar transaction), then a Change
in Control will thereupon be deemed to have occurred.


(b)  The last sentence of
Section 3(a) shall be amended to read in its entirety as follows:


Payments under this Section 3(a) shall be made in a lump-sum by the
earlier of (i) fifteen (15) days following the date on which the Employee
delivers the Notice of Termination 



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and (ii) March 15th of the calendar year following the date of the
Employee’s termination of employment.


(c)  The last sentence of
Section 3(b) shall be amended to read in its entirety as follows:


To the extent such benefits cannot be provided under a plan because the
Employee is no longer an employee of the Employer, a dollar amount equal to the
after-tax cost (estimated in good faith by Boardwalk) of obtaining such
benefits, or substantially similar benefits, shall be paid to the Employee in
equal monthly installments over a two year period from the date of termination.


(d)  Section 3(c) shall be
amended as follows:


(c)  TAX
GROSS-UP.  In the event that the amounts
and benefits payable to Employee under any provision of this Agreement, when
added to other amounts and benefits which may become payable to Employee by
Boardwalk or an affiliated company, are such that the Employee becomes subject
to the excise tax provisions of Section 4999 of the Internal Revenue Code of
1986, as amended (“Code”), Boardwalk shall pay or cause to be paid to the
Employee such additional amount or amounts as will result in his retention
(after the payment of all federal, state and local excise, employment and
income taxes on such payments and the value of such benefits) of a net amount
equal to the net amount he would have retained had the initially calculated
payments and benefits been subject only to income and employment taxation.  For purposes of the preceding sentence,
Employee shall be deemed to be subject to the highest marginal federal,
relevant state and relevant local tax rates. 
All calculations required to be made under this subsection shall be made
by Bancorp’s independent public accountants, subject to the right of Employee’s
representative to review the same.  All
such amounts required to be paid shall be paid at the time any withholding may
be required (or, if earlier, the time Employee shall be required to pay such
amounts) under applicable law, and any additional amounts to which Employee may
be entitled shall be paid or reimbursed no later than fifteen (15) days
following confirmation of such amount by Bancorp’s independent
accountants.  In the event any amounts
paid hereunder are subsequently determined to be in error because estimates were
required or otherwise, the parties agree to reimburse each other to correct
such error, as appropriate, and to pay interest thereon at the applicable
federal rate (as determined under Code Section 1274 for the period of time such
erroneous amount remained outstanding and unreimbursed).  The parties recognize that the actual
implementation of the provisions of this subsection are complex and agree to
deal with each other in good faith to resolve any questions or disagreements
arising hereunder.


(e)  A new Section 3(e) shall be added to
read in its entirety as follows:


(e)  CERTAIN
PAYMENTS TO SPECIFIED EMPLOYEE. 
Notwithstanding anything in Sections 3(a) and 3(b) to the contrary,
in the event that the Employee’s employment terminates within the 180-day period
following the occurrence of a Change in Control, and on the date of such
termination of employment the Employee 



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is a “specified employee” as such term is defined in Treas. Reg. §
1-409A-1(i), payments due to the Employee under Sections 3(a) and 3(b) shall be
made on the earlier of (i) the first day of the seventh month after the
Employee’s termination of employment or (ii) the date of the Employee’s
death.  Notwithstanding the foregoing,
the parties agree that, to the extent that any payments are made from the date
of the occurrence of such Change in Control through March 15 of the calendar
year following the occurrence of such Change in Control, such payments are
intended to constitute separate payments for purposes of Treas. Reg. §
1.409A-2(b)(2) and thus are payable pursuant to the “short-term deferral” rule
set forth in Treas. Reg. § 1-409A-1(b)(4).


2.  Continuation of Change in
Control Agreement.  Except as amended
hereby, the Change in Control Agreement shall continue in full force and effect
in accordance with its terms.


3.  Applicable Law.   This amendment to the Change in Control
Agreement shall be governed by and construed in accordance with the domestic
laws (but not the law of conflict of laws) of the State of New Jersey.


4.  Representations and
Warranties.   The parties hereto
represent and warrant to each other that they have carefully read this
amendment to the Change in Control Agreement and consulted with respect thereto
with their respective counsel, and that each of them fully understands the
content of this amendment to the Change in Control Agreement and its legal
effect.  Each party hereto also
represents and warrants that this amendment to the Change in Control Agreement
is a legal, valid and binding obligation of such party which is enforceable
against such party in accordance with its terms.


5.  Successors and Assigns.   This amendment to the Change in Control
Agreement shall be binding upon, inure to the benefit of and be enforceable by
the parties hereto and their respective heirs, legal representatives,
successors and assigns. Boardwalk shall require any successor (whether direct,
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of either Bancorp or Boardwalk to expressly
assume and agree to perform this amendment to the Change in Control Agreement,
in the same manner and to the same extent that Boardwalk would be required to
perform it if no such succession had taken place, unless the provisions hereof
will be binding upon such successor by operation of law.


[Signature Page
Follows]



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IN WITNESS WHEREOF, the
parties have executed this amendment to the Change in Control Agreement, or
caused it to be executed, as of the date first above written.


	
  

  	
   

  	
  BOARDWALK BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Michael D. Devlin

  
	
   

  	
   

  	
  Michael D. Devlin

  
	
   

  	
   

  	
  Chairman, President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EMPLOYEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Wayne S. Hardenbrook

  
	
   

  	
   

  	
  Wayne S. Hardenbrook

  



 



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