"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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