0000950144-08-001942 Sample Contracts

EMPLOYMENT AND CHANGE OF CONTROL AGREEMENT
Employment and Change of Control Agreement • March 14th, 2008 • Newbridge Bancorp • State commercial banks • North Carolina

THIS EMPLOYMENT AND CHANGE OF CONTROL AGREEMENT (this “Agreement”) is made and entered as of the 1st day of August, 2007 by and among NewBridge Bancorp, a North Carolina corporation (the “Bancorp”), Lexington State Bank, a North Carolina bank into which FNB Southeast shall hereafter be merged and shall be renamed “NewBridge Bank” (the “Bank”) (the Bancorp and the Bank are collectively referred to as the “Employer”), and Paul McCombie (“Executive”).

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EMPLOYMENT AND CHANGE OF CONTROL AGREEMENT
Employment and Change of Control Agreement • March 14th, 2008 • Newbridge Bancorp • State commercial banks • North Carolina

THIS EMPLOYMENT AND CHANGE OF CONTROL AGREEMENT (this “Agreement”) is made and entered as of the 18th day of December, 2007 by and among NewBridge Bancorp, a North Carolina corporation (the “Bancorp”), and “NewBridge Bank” (the “Bank”) (the Bancorp and the Bank are collectively referred to as the “Employer”), and Richard Balentine (“Executive”).

SECOND AMENDMENT TO THE DIRECTORS AND SENIOR MANAGEMENT DEFERRED COMPENSATION PLAN AND DIRECTORS RETIREMENT POLICY TRUST AGREEMENT
The Directors • March 14th, 2008 • Newbridge Bancorp • State commercial banks

This Second Amendment to the Directors and Senior Management Deferred Compensation Plan and Directors Retirement Policy Trust Agreement dated the 19th day of December, 2007, by and between NewBridge Bank, a wholly owned subsidiary of NewBridge Bancorp, a bank holding corporation (collectively referred to as the “Company”), and Regions Bank, d/b/a Regions Morgan Keegan Trust (f/k/a Morgan Trust Company) (the “Trustee”);

EMPLOYMENT AND CHANGE OF CONTROL AGREEMENT
Employment and Change of Control Agreement • March 14th, 2008 • Newbridge Bancorp • State commercial banks • North Carolina

THIS EMPLOYMENT AND CHANGE OF CONTROL AGREEMENT (this “Agreement”) is made and entered into this 22nd day of December, 2006 by and between FNB Southeast, a North Carolina commercial bank (“Bank”) and a wholly owned subsidiary of FNB Financial Services Corporation, a North Carolina corporation (“FNB”), and William W. Budd, Jr. (“Executive”).

DIRECTORS AND SENIOR MANAGEMENT DEFERRED COMPENSATION PLAN TRUST AGREEMENT
Trust Agreement • March 14th, 2008 • Newbridge Bancorp • State commercial banks • North Carolina

THIS TRUST AGREEMENT is dated the 18th day of OCTOBER, 1999 (the “Effective Date”), by and between FNB Southeast (formerly the First National Bank of Reidsville), a wholly-owned subsidiary of FNB Financial Services Corporation, a bank holding corporation, and Morgan Trust Company (the “Trustee”);

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