EXHIBIT 10.1
CENTRAL JERSEY SAVINGS BANK, SLA
AMENDMENT TO EMPLOYMENT AGREEMENT
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THIS AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") made as of the 20th
day of March 1996, by and between CENTRAL JERSEY SAVINGS BANK, SLA (the
"Association"), with its principal office in East Brunswick, New Jersey, and L.
Doris Fritsch ("Executive"), an individual residing in the State of New Jersey.
WITNESSETH THAT:
WHEREAS, the Association and Executive have been parties to an Employment
Agreement which was originally effective as of April 1, 1984 and has
subsequently been amended (the "Agreement"); and
WHEREAS, the Association and Executive desire to make certain additional
amendments to the Agreement which will be in their mutual interest; and
WHEREAS, Paragraph 14(a) of the Agreement provides for the amendment of the
Agreement by an instrument in writing signed by the Association and the
Executive.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the Agreement is hereby amended as follows:
1. Paragraph 7 of the Agreement shall be amended by deleting Section
7(c)(i) in its entirety and replacing the deleted language with the following
paragraph.
"The Association shall pay to the Executive a lump sum amount, no later
than ten days after the termination date, equal to 2.99 times Executive's
"base amount," as defined in Section 280G of the Code. The base amount
shall be computed in accordance with Section 280G of the Code, at the
expense of the Association, by the independent certified public accountants
to the Association in charge of the Association's account immediately prior
to the Change of Control (the "Accountants"), whose computation shall be
conclusive and binding upon the Executive and the Association. Such
payments due under this paragraph 7(c)(i) shall hereinafter be referred to
as the "Termination Compensation."
2. Paragraph 7 of the Agreement shall be further amended by deleting
Section 7(c)(v) in its entirety, and renumbering Section 7(c)(vi) as Section
7(c)(v).
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3. Paragraph 7 of the Agreement shall be further amended by deleting the
second sentence in Section 7(c)(vi) (which will be renumbered as Section
7(c)(v)) and replacing the deleted language with the following sentence.
"Accordingly, if the Executive shall receive payments or benefits in
addition to this Agreement, or under paragraphs 7(c)(ii), (iii), or (iv)
which would, in the opinion of the Accountants, subject the Executive to
the excise tax imposed by Section 4999 of the Code, such benefits shall be
reduced by the smallest amount necessary, in the opinion of the
Accountants, to avoid such excise tax. As a result of reducing the other
benefits to be received by the Executive under this Agreement or otherwise,
so that the Executive would not be subject to the excise tax of Section
4999 of the Code, the Termination Compensation amount shall not be
reduced."
4. Nothing contained herein shall be held to alter, vary or affect any of
the terms, provisions, or conditions of the Agreement other than as stated
above.
By signing this amendment and pursuant to Section 14 of the Agreement, the
Association and Executive agree that such amendment shall be binding upon both
the parties herein.
CENTRAL JERSEY SAVINGS BANK, SLA
March 20, 1996 By:
Date Domenick Carratello, Director
Attest:_____________________________________
(SEAL)
March 20, 1996
Date L. Doris Fritsch, Executive
March 20, 1996
Date Witness
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