EXHIBIT 10.7

 


 


CHANGE IN
CONTROL AGREEMENT


 


CHANGE
IN CONTROL AGREEMENT (this “Agreement”) made as of this 10th day of January 2013 by and between SOMERSET
HILLS BANK, a New Jersey state bank with its principal place of business located 155 Morristown Rd, Bernardsville, NJ 07924-2606
(the “Bank), SOMERSET HILLS BANCORP, Inc. a New Jersey corporation with its principal place of business located at
155 Morristown Rd., Bernardsville, NJ 07924-2606 (the “Company”) (the Bank and the Company collectively, “Employer”),
and DAVID LIDSTER, an individual residing at 629 North Meadow Drive, Bound Brook, NJ 08805 (“Executive”).


 


W I T N E S
S E T H:


 


WHEREAS,
Executive is a valued employee of the Bank;


 


WHEREAS,
Employer wishes to ensure that it will continue to get Executive’s undivided effort and attention;


 


NOW,
THEREFORE, in consideration of the mutual promises and undertakings herein contained, the parties hereto, intending to be
legally bound, agree as follows:


 


1. Change
in Control.


 


(a)
Upon the occurrence of a Change in Control (as herein defined), Executive shall become entitled to receive the payments (the “Payments”)
provided for under paragraph (c) hereof.


 


(b) A
“Change in Control” shall mean:


 


(1)
a reorganization, merger, consolidation or sale of all or substantially all of the assets of the Company, or any similar transaction,
in any case in which the shareholders of the Company prior to such transaction hold less than a majority of the voting power of
the resulting entity; or


 


 


155 Morristown Road • Bernardsville, New Jersey 07924

(908) 221-0100     Fax: (908) 221-1514



www.somersethillsbanks.com



    	 



    	



    


(2)
individuals who constitute the Incumbent Board (as herein defined) of the Company cease for any reason to constitute a
majority thereof.


 


For
these purposes, “Incumbent Board” means the Board of Directors of the Company on the date hereof, provided that any
person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three- quarters of the
directors comprising the Incumbent Board, or whose nomination for election by members or stockholders was approved by the same
nominating committee serving under an Incumbent Board, shall be considered as though he were a member of the Incumbent Board.


 


(c)
In the event the conditions of Section (a) above are satisfied, and Executive remains employed by the Company or the Bank
through the consummation of such Change in Control (the “Consummation Date”), Executive shall be entitled to
receive a payment equal to one-half (0.5) times the sum of (i) the highest annual salary assigned to Executive by the
Bank’s Board or a duly assigned committee thereof during the twenty four months prior to the Consummation Date (as
defined below) plus (ii) the highest annual bonus paid to or accrued for Executive over the twenty four months prior to the
Consummation Date. The payment shall be made to Executive, in a single lump sum payment, within ten (10) days after the
Consummation Date


 


2. No
Guaranty of Employment. Nothing in this Agreement shall be construed as guarantying the employment of the Executive. Executive
shall remain an “employee at will” of Employer at all time during the term of this Agreement.


 


3.
Notices. Any and all notices, demands or requests required or permitted to be given under this Agreement shall be given
in writing and sent, (i) by registered or certified U.S. mail, return receipt requested, (ii) by hand, (iii) by overnight courier
or (iv) by fax addressed to the parties hereto at their addresses set forth above or such other addresses as they may from time-to-time
designate by written notice, given in accordance with the terms of this Section, together with copies thereof as follows:


 


In the
case of Executive, to the address set forth on the first page hereof or to such other address as Executive shall provide in writing
to the Employer for the






    	 



    	



    


provision
of notices hereunder.


 




In
the case of Employer, to the address set forth on the first page hereof with a copy to:


 


Windels
Marx Lane & Mittendorf, LLP

120 Albany Street Plaza, 6th Floor 

New Brunswick, New Jersey 08901 

FAX No. (732) 846-8877

Attention: Robert A. Schwartz


 


Notice
given as provided in this Section shall be deemed effective: (i) on the date hand delivered, (ii) on the first business day following
the sending thereof by overnight courier, (iii) on the seventh calendar day (or, if it is not a business day, then the next succeeding
business day thereafter) after the depositing thereof into the exclusive custody of the U.S. Postal Service or (iv) on the date
faxed.


 


4.
Term. Unless extended by mutual agreement, this Agreement shall have a term of three years from the date hereof; provided,
however, that in the event the term of this Agreement would terminate at any time after the Employer has engaged in substantive
negotiations regarding a transaction which would lead to a Change in Control, this Agreement shall continue to remain in full
force in effect until the earlier to occur of (i) the effectuation of the Change in Control or (ii) the termination of the negotiations
for the proposed transaction which would have resulted in the Change in Control; further provided, however, that unless either
party shall give written notice of its intention not to renew this Agreement at least one hundred and eighty (180) days prior
to the end of the term of this Agreement (as it may be extended), this Agreement shall renew for an additional one (1) year term
upon the conclusion of each term.


 


5. Non-Solicitation.
The Executive agrees that for a period of six (6) months following the Consummation Date, he will not directly or indirectly solicit,
cause any other person to solicit, or assist any other person with soliciting any customer, depositor or borrower of Bank, or
any potential customer, depositor or borrower of Bank contacted by Bank prior to his termination, to become a customer, depositor
or borrower of another



    	 



    	



    


financial institution. Executive further agrees that for a period
of six (6) months following the Consummation Date, he will not directly or indirectly participate in the solicitation or hiring
of any employee, consultant or agent of the Bank or the Company or induce such party to cease their employment with the Bank or
the Company or their successors or to accept employment or a consulting or agency position with any other person or entity.


 


6. Assignability. The services of
the Executive hereunder are personal in nature, and neither this Agreement nor the rights or obligations of Executive hereunder
may be assigned, whether by operation of law or otherwise. This Agreement shall be binding upon, and inure to the benefit of,
Employer and its successors and assigns. This Agreement shall inure to the benefit of the Executive’s heirs, executors,
administrators and other legal representatives.


 


7. Waiver. The waiver by Employer
or the Executive of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of
any subsequent or other breach hereof.


 


8. Applicable Law. This Agreement
shall be governed by and construed in accordance with the laws of the State of New Jersey without giving effect to principles
of conflict of laws.


 


9. Entire Agreement. This Agreement
contains the entire agreement of the parties hereto with respect to the subject matter hereof and may not be amended, waived,
changed, modified or discharged, except by an agreement in writing signed by the parties hereto.


 


10. Counterparts. This Agreement
may be executed in two or more counterparts, each of which shall be deemed an original but all of which taken together shall constitute
one and the same instrument.


 


11. Amendment. This Agreement may
be modified or amended only by an amendment in writing signed by both parties.


 


12. Severability. If any provision
of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision,
only to the extent it is invalid or unenforceable, and shall not in any manner affect or render invalid or unenforceable any other
severable provision of this Agreement, and this



    	 



    	



    

Agreement shall be carried out as if any such invalid or unenforceable
provision were not contained herein.


 


13. Section Headings. The headings
contained in this Agreement are solely for convenience of reference and shall be given no effect in the construction or interpretation
of this Agreement.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement under their respective hands and seals as of the day and
year first above written.


 


	ATTEST:	 	SOMERSET HILLS BANK
	 	 	 
		 	By:	
	 	 	 	Stewart E. McClure Jr.
	 	 	 	President, CEO and COO


 


 


	ATTEST:	 	SOMERST HILLS BANCORP, INC.
	 	 	 
		 	By:	
	 	 	 	Stewart E. McClure Jr.
	 	 	 	President, CEO and COO


 





	WITNESS:	 	EXECUTIVE:
	 	 	 
		 	
	 	 	 	David Lidster
	 	 	 	SVP/Chief Technology Officer