1st Constitution Bancorp Sample Contracts

ARTICLE II POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE
Guarantee Agreement • May 8th, 2002 • 1st Constitution Bancorp • Blank checks • New York
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1ST CONSTITUTION BANCORP and REGISTRAR AND TRANSFER COMPANY, Rights Agent Rights Agreement Dated as of March 18, 2004
Rights Agreement • March 18th, 2004 • 1st Constitution Bancorp • Savings institution, federally chartered • New Jersey

RIGHTS AGREEMENT, dated as of March 18, 2004 (the “Agreement”), between 1ST CONSTITUTION BANCORP, a New Jersey corporation (the “Company”), and REGISTRAR AND TRANSFER COMPANY, a New Jersey corporation (the “Rights Agent”).

GUARANTEE AGREEMENT by and between 1ST CONSTITUTION BANCORP and WILMINGTON TRUST COMPANY Dated as of June 15, 2006
Guarantee Agreement • June 16th, 2006 • 1st Constitution Bancorp • Savings institution, federally chartered • New York

This GUARANTEE AGREEMENT (this “Guarantee”), dated as of June 15, 2006, is executed and delivered by 1st Constitution Bancorp, a New Jersey corporation (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of 1st Constitution Capital Trust II, a Delaware statutory trust (the “Issuer”).

SUBSCRIPTION AGENT AGREEMENT
Subscription Agent Agreement • September 6th, 2012 • 1st Constitution Bancorp • Savings institution, federally chartered • New Jersey

THIS SUBSCRIPTION AGENT AGREEMENT (“Agreement”) between 1st Constitution Bancorp, a New Jersey corporation (the “Company”), and Registrar and Transfer Company, a New Jersey corporation (the “Agent”), is dated as of September 5, 2012.

PROTOTYPE DEFINED CONTRIBUTION PLAN Sponsored By SBERA BASIC PLAN DOCUMENT #01
Prototype Defined Contribution Plan • October 15th, 2012 • 1st Constitution Bancorp • Savings institution, federally chartered

The Sponsor hereby establishes this Plan for use by its clients who wish to adopt a qualified retirement plan. This Plan shall be interpreted in a manner consistent with the intention of the adopting Employer that this Plan satisfies Internal Revenue Code Sections 401 and 501. Any Plan and Trust established hereunder shall be so established for the exclusive benefit of Plan Participants and their Beneficiaries and shall be administered under the following terms and conditions:

AMENDED AND RESTATED INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 10th, 2016 • 1st Constitution Bancorp • Savings institution, federally chartered • New Jersey

This Amended and Restated Indemnification Agreement (this “Agreement”), dated as of April 24, 2013, is by and between Rumson-Fair Haven Bank and Trust Company, a New Jersey commercial bank (the “Company”) and James G. Aaron (“Indemnitee”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • July 14th, 2010 • 1st Constitution Bancorp • Savings institution, federally chartered

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is amended and restated as of July 1, 2010 and is made by and between 1ST CONSTITUTION BANCORP, a New Jersey corporation having its principal place of business at 2650 Route 130 North, Cranbury, New Jersey 08512 (the “Employer”), and ROBERT F. MANGANO (the “Employee”).

1ST CONSTITUTION BANCORP RESTRICTED STOCK AGREEMENT FOR NON-EMPLOYEE DIRECTORS
Restricted Stock Agreement • August 10th, 2020 • 1st Constitution Bancorp • Savings institution, federally chartered • New Jersey

This RESTRICTED STOCK AGREEMENT (this “Agreement”) is made between 1ST CONSTITUTION BANCORP, a New Jersey corporation (the “Company”), and (the “Participant”). Capitalized terms used in this Agreement but not defined upon their first usage shall have the meanings ascribed to them in the Company’s 2020 Directors Stock Plan, as it may be amended from time to time (the “Plan”).

1ST CONSTITUTION BANCORP INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • March 16th, 2020 • 1st Constitution Bancorp • Savings institution, federally chartered • New Jersey

This INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) is made this ______ day of ______________, 20__ (the “Award Date”) between 1ST CONSTITUTION BANCORP, a New Jersey corporation (the “Company”) and ___________________ (the “Participant”). Capitalized terms used in this Agreement but not defined upon their first usage shall have the meanings ascribed to them in the Company’s 2019 Equity Incentive Plan, as it may be amended from time to time (the “Plan”).

EMPLOYMENT AGREEMENT
Employment Agreement • May 11th, 2018 • 1st Constitution Bancorp • Savings institution, federally chartered

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of May 7, 2018 and is made by and between 1ST CONSTITUTION BANCORP, a New Jersey corporation having its principal place of business at 2650 Route 130 North, Cranbury, New Jersey 08512 (the “Company”) and 1ST CONSTITUTION BANK, a New Jersey commercial bank having its principal place of business at 2650 Route 130 North, Cranbury, New Jersey 08512 (the “Bank”), on one hand and NAQI A. NAQVI, 14 Kipling Way, Manalapan, New Jersey 07726 (the “Employee”), on the other hand.

AMENDED AND RESTATED INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 27th, 2017 • 1st Constitution Bancorp • Savings institution, federally chartered • New Jersey

This Amended and Restated Indemnification Agreement (this “Agreement”), dated as of [●], 2018, is by and between New Jersey Community Bank, a commercial bank formed under the laws of New Jersey (“the “Company”), and [______________] (“Indemnitee”).

NONSTANDARDIZED ADOPTION AGREEMENT PROTOTYPE CASH OR DEFERRED PROFIT-SHARING PLAN Sponsored by SBERA
Nonstandardized Adoption Agreement • October 15th, 2012 • 1st Constitution Bancorp • Savings institution, federally chartered

The Employer named below hereby establishes a Cash or Deferred Profit-Sharing Plan for eligible Employees as provided in this Adoption Agreement and the accompanying Basic Plan Document #01.

AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • April 8th, 2014 • 1st Constitution Bancorp • Savings institution, federally chartered

THIS AMENDMENT to the Amended and Restated Employment Agreement dated as of July 1, 2010 (the “Employment Agreement”) by and between 1st Constitution Bancorp, a New Jersey corporation, having its principal place of business at 2650 Route 130 North, Cranbury, New Jersey 08512 (the “Employer”), and Robert F. Mangano (the “Employee”), is effective as of April 4, 2014 (the “Effective Date”).

BRANCH PURCHASE AND ASSUMPTION AGREEMENT
Branch Purchase and Assumption Agreement • November 13th, 2006 • 1st Constitution Bancorp • Savings institution, federally chartered • New Jersey

This Agreement, dated as of November 6, 2006 is made by and between Sun National Bank, a national banking association organized under the laws of the United States of America and having its principal place of business in Vineland, New Jersey (“Seller”), and 1st Constitution Bank, a commercial bank chartered under the laws of the State of New Jersey and having its principal place of business in Cranbury, New Jersey (“Buyer”).

No. of shares: _______ Exercise price: $_______ per share
1st Constitution Bancorp • December 22nd, 2004 • Savings institution, federally chartered • New Jersey

Name of Employee: _________________ 1ST CONSTITUTION BANCORP STOCK OPTION AGREEMENT (ISSUED PURSUANT TO THE EMPLOYEE STOCK OPTION AND RESTRICTED STOCK PLAN) 1st Constitution Bancorp, a New Jersey corporation (the “Company”), this _____ day of _______________, 200__ (the “Option Date”) hereby grants to __________________________ (the “Optionee”), an Employee of the Company or a Subsidiary thereof, pursuant to the Company’s Employee Stock Option and Restricted Option Plan (the “Plan”), an option to purchase shares of the Common Stock of the Company (“Common Stock”) in the amount and on the terms and conditions hereinafter set forth. 1. Incorporation by Reference of Plan. The provisions of the Plan, a copy of which is being furnished herewith to the Optionee, are incorporated by reference herein and shall govern as to all matters not expressly provided for in this Agreement. Capitalized terms not defined herein have the meaning set forth in the Plan. In the event of any conflict betwee

1ST CONSTITUTION BANCORP PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • March 16th, 2020 • 1st Constitution Bancorp • Savings institution, federally chartered • New Jersey

This PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made this ______ day of ______________, 20__ (the “Grant Date”) between 1ST CONSTITUTION BANCORP, a New Jersey corporation (the “Company”) and ___________________________ (the “Participant”). Capitalized terms used in this Agreement but not defined upon their first usage shall have the meanings ascribed to them in the Company’s 2019 Equity Incentive Plan, as it may be amended from time to time (the “Plan”).

1ST CONSTITUTION BANCORP TIME-BASED RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • March 16th, 2020 • 1st Constitution Bancorp • Savings institution, federally chartered • New Jersey

This TIME-BASED RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made this ______ day of ______________, 20__ between 1ST CONSTITUTION BANCORP, a New Jersey corporation (the “Company”) and ___________________________ (the “Participant”). Capitalized terms used in this Agreement but not defined upon their first usage shall have the meanings ascribed to them in the Company’s 2019 Equity Incentive Plan, as it may be amended from time to time (the “Plan”).

1ST CONSTITUTION BANCORP NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • August 8th, 2005 • 1st Constitution Bancorp • Savings institution, federally chartered • New Jersey

This NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made this _____ day of __________, 200__ (the “Award Date”) between 1ST CONSTITUTION BANCORP, a New Jersey corporation (the “Company”) and _______________ (the “Participant”). Capitalized terms used in this Agreement but not defined upon their first usage shall have the meanings ascribed to them in the Company’s 2005 Equity Incentive Plan, as it may be amended from time to time (the “Plan”).

THIRD AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • April 12th, 2017 • 1st Constitution Bancorp • Savings institution, federally chartered

THIS THIRD AMENDMENT (this “Third Amendment”) to the Amended and Restated Employment Agreement, dated as of July 1, 2010 (the “2010 Employment Agreement”), by and between 1st Constitution Bancorp, a New Jersey corporation, having its principal place of business at 2650 Route 130 North, Cranbury, New Jersey 08512 (the “Employer”), and Robert F. Mangano (the “Employee”), as amended by the Amendment to the 2010 Employment Agreement, effective as of April 4, 2014 (the “First Amendment”) and the Second Amendment to the 2010 Employment Agreement, as amended, effective as of April 12, 2016 (the “Second Amendment”), each by and between the Employer and the Employee, is effective as of April 7, 2017 (the “Effective Date”).

1ST CONSTITUTION BANCORP NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • May 19th, 2006 • 1st Constitution Bancorp • Savings institution, federally chartered • New Jersey

This NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made this ______ day of ______________, 200__ (the “Award Date”) between 1ST CONSTITUTION BANCORP, a New Jersey corporation (the “Company”) and ___________________ (the “Participant”). Capitalized terms used in this Agreement but not defined upon their first usage shall have the meanings ascribed to them in the Company’s 2006 Directors Stock Plan, as it may be amended from time to time (the “Plan”).

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1ST CONSTITUTION BANCORP RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 22nd, 2016 • 1st Constitution Bancorp • Savings institution, federally chartered • New Jersey

This RESTRICTED STOCK AGREEMENT (this “Agreement”) is made this _____ day of ___________, 20___ (the “Award Date”) between 1ST CONSTITUTION BANCORP, a New Jersey corporation (the “Company”) and ________________ (the “Participant”). Capitalized terms used in this Agreement but not defined upon their first usage shall have the meanings ascribed to them in the Company’s 2013 Equity Incentive Plan, as it may be amended from time to time (the “Plan”).

VOTING AGREEMENT
Voting Agreement • December 27th, 2017 • 1st Constitution Bancorp • Savings institution, federally chartered • New Jersey

This Voting Agreement (this “Agreement”) is dated as of November 6, 2017, among 1st Constitution Bancorp, a New Jersey corporation and registered bank holding company (“1st Constitution”), 1st Constitution Bank, a New Jersey state commercial bank and the wholly-owned banking subsidiary of 1st Constitution (the “Bank”), and certain shareholders of New Jersey Community Bank, a New Jersey state commercial bank (“NJCB”), executing this Agreement on the signature page hereto (each, a “Shareholder” and collectively, the “Shareholders”).

VOTING AGREEMENT
Voting Agreement • December 27th, 2017 • 1st Constitution Bancorp • Savings institution, federally chartered • New Jersey

This Voting Agreement (this “Agreement”) is dated as of November 6, 2017, among 1st Constitution Bancorp, a New Jersey corporation and registered bank holding company (“1st Constitution”), 1st Constitution Bank, a New Jersey state commercial bank and the wholly-owned banking subsidiary of 1st Constitution (the “Bank”), and [__________________], a shareholder of New Jersey Community Bank, a New Jersey state commercial bank (“NJCB”) (the “Shareholder”).

VOTING AGREEMENT
Voting Agreement • August 14th, 2019 • 1st Constitution Bancorp • Savings institution, federally chartered • New Jersey

This Voting Agreement (this “Agreement”) is dated as of June 23, 2019, among 1st Constitution Bancorp, a New Jersey corporation and registered bank holding company (“Purchaser”), 1st Constitution Bank, a New Jersey state commercial bank and the wholly-owned banking subsidiary of Purchaser (the “Bank”), and certain shareholders of Shore Community Bank, a New Jersey state commercial bank (“Shore”), executing this Agreement on the signature page hereto (each, a “Shareholder” and collectively, the “Shareholders”).

1ST CONSTITUTION BANCORP RESTRICTED STOCK AGREEMENT FOR NON-EMPLOYEE DIRECTORS
Restricted Stock Agreement • August 10th, 2016 • 1st Constitution Bancorp • Savings institution, federally chartered • New Jersey

This RESTRICTED STOCK AGREEMENT (this “Agreement”) is made this _____ day of ___________, 20___ (the “Award Date”) between 1ST CONSTITUTION BANCORP, a New Jersey corporation (the “Company”), and ________________ (the “Participant”). Capitalized terms used in this Agreement but not defined upon their first usage shall have the meanings ascribed to them in the Company’s 2015 Directors Stock Plan, as it may be amended from time to time (the “Plan”).

BRANCH PURCHASE AND ASSUMPTION AGREEMENT AND AGREEMENT FOR PURCHASE
Branch Purchase and Assumption Agreement • January 3rd, 2011 • 1st Constitution Bancorp • Savings institution, federally chartered • New Jersey

This Agreement, dated as of December 30, 2010 is made by and among Amboy Bank, Old Bridge, New Jersey, a New Jersey state chartered commercial bank, (“Seller”) and 1st Constitution Bank, Cranbury, New Jersey, a New Jersey state chartered commercial bank (“Buyer”).

1ST CONSTITUTION BANCORP NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • March 16th, 2020 • 1st Constitution Bancorp • Savings institution, federally chartered • New Jersey

This NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made this _________ day of ____________________, 20___ (the “Award Date”) between 1ST CONSTITUTION BANCORP, a New Jersey corporation (the “Company”) and ___________________ (the “Participant”). Capitalized terms used in this Agreement but not defined upon their first usage shall have the meanings ascribed to them in the Company’s 2019 Equity Incentive Plan, as it may be amended from time to time (the “Plan”).

1ST CONSTITUTION BANCORP RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • August 8th, 2005 • 1st Constitution Bancorp • Savings institution, federally chartered • New Jersey

This RESTRICTED STOCK AGREEMENT (this “Agreement”) is made this _____ day of __________, 200__ (the “Award Date”) between 1ST CONSTITUTION BANCORP, a New Jersey corporation (the “Company”) and _______________ (the “Participant”). Capitalized terms used in this Agreement but not defined upon their first usage shall have the meanings ascribed to them in the Company’s 2005 Equity Incentive Plan, as it may be amended from time to time (the “Plan”).

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • August 15th, 2013 • 1st Constitution Bancorp • Savings institution, federally chartered • New Jersey

THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of August 14, 2013, is by and between 1st Constitution Bancorp, a New Jersey corporation and registered bank holding company (“1st Constitution”), 1st Constitution Bank, a New Jersey state commercial bank and the wholly-owned banking subsidiary of 1st Constitution (the “Bank”), and Rumson-Fair Haven Bank and Trust Company, a New Jersey state commercial bank (“RFH”). 1st Constitution, the Bank and RFH are sometimes collectively referred to as the “Parties” or individually referred to as a “Party.” Defined terms are described in Section 9.11 of this Agreement.

EMPLOYMENT AGREEMENT
Employment Agreement • February 11th, 2021 • 1st Constitution Bancorp • Savings institution, federally chartered • New Jersey

This Employment Agreement (this “Agreement”) is dated as of February 9, 2021 and is made by and among 1st Constitution Bancorp, a New Jersey corporation having its principal place of business at 2650 Route 130 North, Cranbury, New Jersey 08512 (the “Company”), and 1st Constitution Bank, a New Jersey commercial bank having its principal place of business at 2650 Route 130 North, Cranbury, New Jersey 08512 (the “Bank”), on one hand, and Stephen J. Gilhooly (the “Employee”), on the other hand.

Contract
Executive Life • May 10th, 2021 • 1st Constitution Bancorp • Savings institution, federally chartered
COMPANY LETTERHEAD]
Participation Agreement • December 23rd, 2008 • 1st Constitution Bancorp • Savings institution, federally chartered

As you know, 1st Constitution Bancorp (the “Company,” as further defined below) has entered into a Securities Purchase Agreement, dated December 23, 2008 (the “Participation Agreement”), with the United States Department of Treasury (“Treasury”) that provides for the Company’s participation in the Treasury’s TARP Capital Purchase Program (“CPP”).

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