Change in Control, Severance and Employment Agreement



 Exhibit 10.1 
 CHANGE IN CONTROL, 
 SEVERANCE AND EMPLOYMENT AGREEMENT 
 FOR STEVEN SCHACHTEL 
 THIS CHANGE IN CONTROL, SEVERANCE AND EMPLOYMENT AGREEMENT (the “Agreement”), is made as of August 2, 2006, among Lakeland Bancorp, Inc. (the “Holding Company”), a New Jersey corporation with headquarters at
250 Oak Ridge Road, Oak Ridge, New Jersey 07438, Lakeland Bank (the “Bank”), a New Jersey chartered commercial bank, with headquarters at 250 Oak Ridge Road, Oak Ridge, New Jersey 07438 (the Holding Company and the Bank are collectively
referred to herein as the “Company”), and Steven Schachtel (the “Executive”). 
 BACKGROUND 
 WHEREAS, the Executive is employed as President of the Lakeland Bank Equipment Leasing Division
(the “Division”); and 
 WHEREAS, the 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, including the Division, that the Executive continue in his position; and 
 WHEREAS, the Board of Directors of the Holding Company (the “Board”) believes it is imperative that the Company 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 equity 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 
 WHEREAS, to achieve that goal, and to retain the Executive’s services prior to any such activity, the Company and the Executive have
agreed to enter into this Agreement to provide the Executive with continued employment and to govern the Executive’s termination benefits in the event of a Change in Control, as hereinafter defined, 
 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
(1) warning in writing from the chief executive officer of the Holding Company 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 the chief executive officer of the Holding Company 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.   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 
  

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 (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 directors of the Holding Company (“Voting Securities”) representing fifty-one percent (51%) 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 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 this 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.

 c.     Contract Period.   “Contract Period” shall mean the period
commencing on the day immediately preceding a Change in Control (provided that the Change in Control occurs during the term of this Agreement, as described in Section 13(a) hereof) and ending on the earlier of (i) the third anniversary of
the Change in Control, (ii) the date the Executive would attain age 65, or (iii) the death of the Executive. 
 d.     Exchange Act.   “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
  

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 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 commission 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;

 (iv)     After a Change in Control, the Company’s transfer of Executive to another geographic
location outside of New Jersey or more than twenty-five (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 or disability 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 

  

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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. 
 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 of the Division, or such other corporate or divisional profit center as shall then be the principal successor to the business, assets and properties of the Division, 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.   During the Contract Period, the Company shall pay to the Executive base
compensation equal to the annual salary that was paid to the Executive by the Company during the twelve (12) months immediately prior to the Change in Control. In addition, during the Contract Period, the Executive shall continue to participate
in any commission plan in which the Executive participated immediately prior to the Change in Control. The annual salary portion of base compensation shall be payable in installments in accordance with the Company’s usual payroll method. Any
commissions earned by the Executive shall be payable at the time and in the manner in which the Company paid such commissions prior to the Change in Control. 
  

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 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.     Automobile.   During the Contract Period, the Company shall provide Executive with 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 participate in the
Company’s 401(k) plan and the Bank’s profit sharing plan, and 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, except that the Executive shall not be entitled to participate in the Company’s bonus, stock option or restricted stock plans. Notwithstanding anything in this Section 5
to the contrary, if the Company adopts any change in the expenses allowed to, or fringe benefits provided for, senior officers of the Company, and such policy is uniformly applied to all senior officers of the Company (and any successor or acquirer
of the Company), then no such change shall be deemed to be contrary to this Section. 
 6.    
Termination for Cause.   During the Contract Period, 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 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 six (6) consecutive months,
the Company may terminate the employment of the Executive. In such event, the Executive shall 

  

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not be entitled to any further benefits under this Agreement other than payments under any disability policy which the Company may obtain for the benefit of
senior officers generally. 
 8.     Death Benefits.   Upon the Executive’s death
during the Contract Period, the Executive shall be entitled to the benefits of any life insurance policy paid for by the Company and naming the estate of the Executive as the beneficiary or having allowed the Executive to name the beneficiary, but
his estate shall not be entitled to any further benefits under this Agreement. 
 9.     Termination
Without Cause or Resignation for Good Reason.   The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive, or the Executive may resign for Good Reason during the Contract Period
upon four (4) weeks’ prior written notice to the Company specifying the Good Reason. If the Company terminates the Executive’s employment during the Contract Period without Cause or if the Executive resigns for Good Reason, the
Company shall, on the tenth (10th) business day following the Executive’s termination of employment, pay
the Executive a lump sum equal to two (2) times the highest annual salary paid to the Executive during any of the three (3) calendar years immediately prior to the Change in Control (the “Lump Sum Payment”); provided,
however, that the Company shall not be in breach of this Agreement if such Lump Sum Payment is paid within twenty (20) business days following the Executive’s termination of employment; and provided, further,
however, that if necessary to comply with Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the “Code”) concerning payments to “specified employees”, the Lump Sum Payment shall be paid on the
first business day of the seventh month following the Executive’s termination of employment (or on death, if earlier), together with interest thereon during the period of such restriction at a rate, per annum, equal to the applicable federal
short-term rate (compounded monthly) in effect under Section 1274(d) of the Code on the Executive’s date of termination of employment (the “Date of Termination”). The Executive shall be a “specified employee” for the
12-month period beginning on the first day of the fourth month following each “Identification Date” if he is a “key employee” (as defined in Section 416(i) of the Code without regard to Section 416(i)(5) thereof) of the
Company at any time during the 12-month period ending on the “Identification Date.” For purposes of the foregoing, the Identification Date shall be December 31. During the remainder of the Contract Period, the Company also shall
continue to provide the Executive with and pay for medical and hospital 

  

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insurance, disability insurance and life insurance, as were provided and paid for at the time of the termination of his employment with the Company. The
Executive shall also have the right to purchase from the Company, at book value price, such automobile of the Company, if any, as was used by the Executive while employed by the Company. 
 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 or a resignation for Good Reason during the Contract Period. 
 10.    
Resignation Without Good Reason.   The Executive shall be entitled to resign from the employment of the Company at any time during the Contract Period without Good Reason, but upon such resignation the Executive shall not be
entitled to any additional compensation for the time after which he ceases to be employed by the Company, and shall not be entitled to any of the other benefits provided hereunder. No such resignation shall be effective unless in writing with four
weeks’ notice thereof. 
 11.     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 his employment with the Company,
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 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 Executive shall have (x) notified the Company as promptly as 

  

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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. 
 12.     Post-Employment Obligations.   In consideration of the covenants of the Company herein, the
Executive agrees as follows: 
 (a)     The Executive agrees that while he is in the employ of the
Company and during the Post-employment Period (as defined below), he shall not, without the prior written consent of the Company, directly or indirectly, employ, solicit for employment, or advise or recommend to any other person that they
(i) 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 or
(ii) communicate with or solicit any customer of the Company who is, or was at any time within twelve (12) months prior to the Date of Termination, a customer of the Company, in any manner that interferes or might interfere with such
customer’s relationship with the Company or in an effort to obtain any such customer as a customer of any other person or entity that conducts a business competitive with or similar to the Company’s business, including without limitation
the business of the Division. For purposes of this Agreement, (1) if the Executive decides not to extend the term of this Agreement or otherwise resigns, or if the Executive’s employment is terminated by the Company for Cause, then
“Post-employment Period” shall mean the two (2) year period immediately following the Date of Termination and (2) if the Company decides not to extend the 

  

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term of this Agreement, or if the Company and the Executive mutually agree not to extend the term of this Agreement, or if the Executive’s employment is
terminated by the Company without Cause, then “Post-employment Period” shall mean the one (1) year period immediately following the Date of Termination. 
 (b)     If the Executive commits a breach or is about to commit a breach, of any of the provisions of Sections 11 or 12 hereof, the Company shall have the 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 11 and 12 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 provisions of Sections 11 and 12 have been specifically negotiated by sophisticated parties and are given as an integral part of this Agreement. 
 13.     Term and Effect Prior to Change in Control. 
 a.     Term.   Except as otherwise provided for hereunder, the term of this Agreement shall commence
on the date hereof and shall remain in effect until the third anniversary of the date hereof. On the second anniversary of the date hereof, and on each subsequent anniversary date of the date hereof, the term of this Agreement shall be automatically
extended for successive one year periods unless either the Company or the Executive provide each other with written notice no later than 12 months prior to the expiration of the then current term that this Agreement shall not extend beyond the end
of the current term of the Agreement. Notwithstanding any provision herein to the contrary, in the event that a Change in Control occurs during the term of this Agreement (as it may be extended pursuant to this Section 13(a)), the term of this
Agreement shall end on the last day of the Contract Period. 
  

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 b.     The Holding Company agrees to pay or provide the following
compensation and/or benefits in consideration of Executive’s continued employment as President of the Division: 
 (i)     Executive’s initial base annual compensation will be $200,000; 
 (ii)     Executive shall be entitled to use of a new car (the make and model to be approved by the president and chief executive officer of the Bank) every three (3) years and shall be entitled to reimbursement of
all costs and expenses in connection with the operation thereof; 
 (iii)     Executive shall be
entitled to reimbursement of all expenses incurred in the performance of his duties; and 
 (iv)    
Executive shall be entitled to vacations and sick days, in accordance with the practices and procedures of the Company. The Executive also shall be entitled to participate in the Company’s 401(k) plan and the Bank’s profit sharing plan,
and 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, except
that the Executive shall not be entitled to participate in the Company’s bonus, stock option or restricted stock plans. Notwithstanding anything in this Section 13 to the contrary, if the Company adopts any change in the expenses allowed
to, or fringe benefits provided for, senior officers of the Company, and such policy is uniformly applied to all senior officers of the Company (and any successor or acquirer of the Company), then no such change shall be deemed to be contrary to
this Section. 
 (v)     Executive shall be entitled to earn an annual commission in accordance with the
terms set forth in Exhibit A attached hereto. 
 14.     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. If the Executive’s employment is terminated by the Company without Cause prior to a Change in Control
(but not as a result of disability or death), the Company shall continue to pay Executive the salary and provide him with the benefits set forth in Section 13(b)(i)-(v) hereof until the end of the then current term (as described in
Section 13(a) hereof). In addition, if the employment of the 

  

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Executive by the Company is ended for any reason whatsoever prior to a Change in Control, the provisions of Sections 11 and 12 hereof shall survive. Other
than as described in this Section 14, if the employment of the Executive by the Company is ended for any reason whatsoever prior to a Change in Control, this Agreement shall thereafter be of no further force and effect. 
 15.     Certain Reduction of Payments by the Company. 
 a.     Anything in this Agreement to the contrary notwithstanding, prior to the payment of any compensation or
benefits payable under Section 9 hereof, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) shall determine as promptly as practical and in any event within
twenty (20) business days following the termination of employment of Executive whether any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the
terms of this Agreement or otherwise) (a “Payment”) would more likely than not be nondeductible by the Company for federal income tax purposes because of Section 280G of the Code, and, if it is, then the aggregate present value of
amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such amounts are hereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the Reduced Amount. 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. 
 b.     If under paragraph a of this section the Certified Public
Accountants determine that any Payment would more likely than not be nondeductible by the Company because of Section 280G of the Code, 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 twenty (20) business days of his receipt of notice. If no such election is made by the Executive within such twenty (20) day period, the
Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after 

  

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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 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 Executive and shall be made
within twenty (20) days of a termination of employment of Executive. The Company may suspend for a period of up to thirty (30) days after termination of employment the Lump Sum Payment and any other payments or benefits due to the
Executive under Section 9 hereof 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 Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the
benefit of Executive in the future such amounts as become due to Executive under this Agreement. 
 c.     As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made
(“Overpayment”) or that additional Agreement Payments which will not have 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 Accountant believe has a high probability of success, determines that an
Overpayment has been made, Executive shall repay such Overpayment 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 benefit of the Executive together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code.

 16.     Severance Compensation and Benefits Not in Derogation of Other Benefits.  
Anything to the contrary herein contained notwithstanding, the payment or obligation to pay any 

  

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monies, or the 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 the Company, except that the Executive shall not be entitled to the benefits of any other plan or program of the Company expressly providing for severance or
termination pay if the Executive is terminated without Cause or resigns for Good Reason after a Change in Control. 
 17.     Miscellaneous.   The terms of this Agreement shall be governed by, and interpreted and construed in accordance with the provisions of, the laws of New Jersey and, to the extent applicable,
federal law. 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 (2) 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. 
 IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its duly
authorized representatives pursuant to the authority of its Board, and the Executive has personally executed this Agreement, all as of the day and year first written above. 
  

			
	 LAKELAND BANCORP, INC.

		
	 By:
	 	 /s/ Roger Bosma   

		 	 Roger Bosma, President

	
	 LAKELAND BANK

		
	 By:
	 	 /s/ Roger Bosma   

		 	 Roger Bosma, President

		
		 	 /s/ Steven Schachtel

		 	 Steven Schachtel



  

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 EXHIBIT A 
 TERMS OF ANNUAL COMMISSION 
 During the term of this Agreement, or the Contract
Period, as such terms are used in this Agreement, the Executive shall be entitled to earn an annual commission as follows: 
 1.     Executive shall be entitled to earn an annual commission based on the “Net Income After Taxes of the Division” for the most recently completed fiscal year, as determined by the Company’s chief
financial officer, using the same methodology that has historically been used in preparing the Division’s financial statements, including the cost of funds. 
 2.     For purposes of this Agreement “Net Income After Taxes of the Division” shall mean the net income of the entire Division, after taxes, and after deducting
salary, commissions and the federal and state taxes on such salary and commissions, for the entire Division. The tax rate used in computing the Net Income After Taxes of the Division shall be the Holding Company’s effective tax rate. In
determining Net Income After Taxes of the Division, the provision for loan and lease losses shall be established by the Bank’s Chief Credit Officer. 
 3.     Executive shall earn the following commissions: 
 A.     No commission shall be paid to the Executive on the first $1,000,000 of Net Income After Taxes of the Division. 
 B.     With respect to the amount, if any, of Net Income After Taxes of the Division in excess of $1,000,000 (the amount of the excess over $1,000,000 is referred to as the “Excess”), the
Company shall retain 70% of such Excess and an amount equal to 30% of such Excess shall be paid to Executive as a commission. 
 C.     There shall be a cap of $1,000,000 on the amount of the commission that the Executive can earn for any one fiscal year. Any commission amounts that the Executive would have been entitled to receive but for the
preceding sentence shall not be carried over into the next year and the Executive shall have no rights to any such amounts in excess of the $1,000,000 annual cap. 
 4.     Any commission amounts earned for a fiscal year shall be paid to the Executive by the 90th day of the next fiscal year. 
 5.     Executive is not guaranteed any commission. 
  

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