Exhibit 10.2


AMENDMENT
NO. 1 TO

EMPLOYMENT AGREEMENT


THIS AMENDMENT
NO. 1 TO EMPLOYMENT 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 MICHAEL D. DEVLIN, an adult individual
(the “Executive”).


WHEREAS, Boardwalk
entered into an Employment Agreement with the Executive dated as of
June 1, 1999 (the “Employment 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 Executive desires to amend the Employment 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 modify 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 Employment
Agreement.  The following amendment
to the Employment Agreement are effective as of January 1, 2005, except for
Section 1(c) hereof which is effective as of July 1, 2006, and the
modifications to the Employment Agreement set forth herein shall be incorporated
into the terms of the Employment Agreement as follows:


(a)  The first two sentences of
Section 4(f) shall be deleted in their entirety and replaced with the
following three sentences:


(f)  Salary
Deferral.  The Executive may request that
the payment of any portion of his base salary and/or bonus for any calendar
year be deferred until a specified date or event (the “Deferral Period”) that
is permissible under Code Section 409A and the regulations promulgated
thereunder.  Such request must be in
writing to Boardwalk before the beginning of the calendar year in which the
Executive earns the salary and/or bonus that he elects to defer.  If the Board of Directors of Boardwalk
approves such request, the Executive will be entitled to receive, within 10
days of the end of the Deferral Period, the deferred portion of his base salary
and/or bonus plus interest at a compounded rate of 6% per annum, provided,
however, that if payment of amounts deferred under this Section 4(f) is made as
a result of the Executive’s termination of employment and the Executive is a “specified
employee” as such term is defined in Treas. Reg. § 1-409A-1(i), such payment
shall be made on the earlier of (i) the first day of the seventh month after
the end of the Deferral Period or (ii) the date of the Executive’s death.  Notwithstanding the immediately preceding
sentence, the parties agree that, (i) to the extent that any payments are made
from the date of the such termination of employment through March 15 of the
calendar year following the date of



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such termination of employment, 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) and (ii) to the extent that such payments are made
following said March 15 such payments are intended to constitute separate
payments for purposes of Treas. Reg. § 1.409A-2(b)(2) made upon an involuntary
termination of termination from service and payable pursuant to Treas. Reg. §
1.409A-1(b)(9)(iii), to the maximum permitted by such regulation.


(b)  Section 5(b) is amended
and restated to read in its entirety as follows:


(b)  Notice of
Termination.  Executive may voluntarily
resign from employment under this Agreement and the provisions of
Section 6 will thereupon apply upon the occurrence constituting Good
Reason if (i) the Executive delivers to Boardwalk a notice in writing (the
“Notice of Termination”) within 90 days after the occurrence of the event
constituting Good Reason and (ii) Boardwalk fails to cure the condition
giving rise to such right to terminate for Good Reason within 30 days of
receipt of such Notice of Termination. 
Such resignation under this Section 5(b) shall be effective no more
than 60 days after the end of the 30-day cure period described above.


(c)  Section 5(d) shall be
amended as follows:


(d)  Change in
Control Defined.  For purposes of 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 20% 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;


(ii)  the
occurrence of, or execution of an agreement providing for, 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, or execution of an agreement providing for, 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



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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)  any other
event which is at any time 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.


(d)  Section 6(c) shall be
amended as follows:


(c)  Excise Tax
Matters in General.  In the event that
the amounts and benefits payable to Executive under any provision of this
Agreement, when added to other amounts and benefits which may become payable to
Executive by Boardwalk or an affiliated company, are such that the Executive
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 Executive 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, Executive 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 Executive’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
Executive shall be required to pay such amounts) under applicable law, and any
additional amounts to which Executive may be entitled shall be paid or
reimbursed no later than fifteen (15) days following confirmation of such
amount by Bancorp’s independent accountants; provided however, that any
payments to be made under this Section 6(c) shall in all events be made no
later than the end of the Executive’s taxable year next following the taxable
year in which the Executive remits such excise tax payments.  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



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to deal with each other in good faith to resolve any questions or
disagreements arising hereunder.


(e)  A new Section 6(e) shall be added to
read in its entirety as follows:


(e)  Certain
Payments to Specified Employee. 
Notwithstanding anything in Sections 6(a) and 6(b) to the contrary, in
the event that the Executive’s employment is terminated within the six month
period following the occurrence of a Change in Control (pursuant to the
Executive exercising his rights under Section 5(c) or otherwise), and on the
effective date of such termination of employment the Executive is a “specified
employee” as such term is defined in Treas. Reg. § 1-409A-1(i), payments due to
the Executive under Sections 6(a) and 6(b) shall be made on the earlier of (i)
the first day of the seventh month after the Executive’s termination of
employment or (ii) the date of the Executive’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 Employment
Agreement.  Except as amended hereby,
the Employment Agreement shall continue in full force and effect in accordance
with its terms.


3.  Applicable Law.  This amendment to the Employment 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 Employment Agreement and consulted with respect thereto with
their respective counsel, and that each of them fully understands the content
of this amendment to the Employment Agreement and its legal effect.  Each party hereto also represents and
warrants that this amendment to the Employment 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 Employment 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 Employment 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 Employment Agreement, or caused it to be
executed, as of the date first above written.


 


 


	
  

  	
   

  	
  BOARDWALK BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   /s/ Agostino R. Fabietti

  	
   

  
	
   

  	
   

  	
  Agostino R.
  Fabietti

  
	
   

  	
   

  	
  Chairperson of
  the Compensation Committee of the

  Board of
  Directors

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Michael D. Devlin

  	
   

  
	
   

  	
   

  	
  Michael D. Devlin

  



 



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