Exhibit 10.1

SECOND AMENDATORY AGREEMENT

TO CHANGE IN CONTROL AGREEMENT

THIS SECOND AMENDATORY AGREEMENT (the “Amendatory Agreement”) is made and entered into as of the 31 ^st day of December, 2008, by and among Lakeland Bancorp, Inc. (the “Holding Company”), a New Jersey corporation which maintains its principal office at 250 Oak Ridge Road, Oak Ridge, New Jersey 07438; Lakeland Bank (the “Bank”), a New Jersey chartered commercial bank, with an office 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 Jeffrey J. Buonforte (the “Executive”).

WHEREAS , as of March 7, 2001, the Company and the Executive entered into a Change in Control Agreement (the “Agreement”) which provides for certain terms and conditions of the Executive’s employment in the event of a “Change in Control” (as defined therein); and

WHEREAS , the Agreement was amended in certain respects as of March 10, 2003; and

WHEREAS , the Company and the Executive mutually desire to amend the Agreement to conform its terms with final regulations promulgated by the Internal Revenue Service under Section 409A of the Internal Revenue Code of 1986, as amended.

NOW, THEREFORE , in consideration of the mutual premises and covenants set forth herein and for other good and value consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, the Company and the Executive mutually agree as follows:

1. Section 5 of the Agreement is hereby amended by adding a new paragraph at the end of such section that reads, in its entirety, as follows:

“All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code (as defined in Section 14 below), including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit.”

2. Section 9 of the Agreement is hereby amended as follows:

A. The following proviso is hereby added to the second-to-last sentence of the first paragraph of Section 9 that reads, in its entirety, as follows:

“; provided , that such insurance coverage shall be provided only to the extent permitted under the terms and conditions of the Company’s employee benefit plans.”

B. The following proviso is hereby added to the last sentence of the first paragraph of Section 9 that reads, in its entirety, as follows:

“; provided , that the Executive exercises such right within 10 days of his termination of employment and completes the purchase transaction within 30 days of his termination of employment.”

C. The following is hereby added as a new paragraph at the end of Section 9 that reads, in its entirety, as follows:

“The Lump Sum Payment is intended to be administered and interpreted in a manner such that it shall not be subject to “additional tax” within the meaning of Section 409A(a)(1)(B) of the Code. Notwithstanding any provision of this Agreement to the contrary, if and to the extent necessary to comply with the restriction in Section 409A(a)(2)(B) of 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 separation from service with the Company, and shall be paid together with interest accrued 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 date of termination. Notwithstanding provision of this Agreement to the contrary, the Executive shall not be considered to have terminated employment with the Company for purposes of this Section 9 unless he would be considered to have incurred a “termination of employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii).”

3. The Executive further acknowledges that, while the purpose of this Amendatory Agreement is to conform the Agreement to the requirements of Section 409A of the Code and the Treasury Regulations promulgated thereunder, any tax liability incurred by the Executive under Section 409A of the Code is solely the responsibility of the Executive.

4. Except as amended herein, the Agreement shall remain in full force and effect and is hereby ratified by the parties thereto.

IN WITNESS WHEREOF, the Company has caused this Amendatory Agreement to be signed by its duly authorized representative pursuant to the authority of the respective Boards of Directors, and the Executive has personally executed this Amendatory Agreement, all as of the date first above written.

Exhibit 10.2

SECOND AMENDATORY AGREEMENT

TO CHANGE IN CONTROL AGREEMENT

THIS SECOND AMENDATORY AGREEMENT (the “Amendatory Agreement”) is made and entered into as of the 31 ^st day of December, 2008, by and among Lakeland Bancorp, Inc. (the “Holding Company”), a New Jersey corporation which maintains its principal office at 250 Oak Ridge Road, Oak Ridge, New Jersey 07438; Lakeland Bank (the “Bank”), a New Jersey chartered commercial bank, with an office 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 Joseph F. Hurley (the “Executive”).

WHEREAS , as of March 1, 2001, the Company and the Executive entered into a Change in Control Agreement (the “Agreement”) which provides for certain terms and conditions of the Executive’s employment in the event of a “Change in Control” (as defined therein); and

WHEREAS , the Agreement was amended in certain respects as of March 10, 2003; and

WHEREAS , the Company and the Executive mutually desire to amend the Agreement to conform its terms with final regulations promulgated by the Internal Revenue Service under Section 409A of the Internal Revenue Code of 1986, as amended.

NOW, THEREFORE , in consideration of the mutual premises and covenants set forth herein and for other good and value consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, the Company and the Executive mutually agree as follows:

1. Section 5 of the Agreement is hereby amended by adding a new paragraph at the end of such section that reads, in its entirety, as follows:

“All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code (as defined in Section 14 below), including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit.”

2. Section 9 of the Agreement is hereby amended as follows:

A. The following proviso is hereby added to the second-to-last sentence of the first paragraph of Section 9 that reads, in its entirety, as follows:

“; provided , that such insurance coverage shall be provided only to the extent permitted under the terms and conditions of the Company’s employee benefit plans.”

B. The following proviso is hereby added to the last sentence of the first paragraph of Section 9 that reads, in its entirety, as follows:

“; provided , that the Executive exercises such right within 10 days of his termination of employment and completes the purchase transaction within 30 days of his termination of employment.”

C. The following is hereby added as a new paragraph at the end of Section 9 that reads, in its entirety, as follows:

“The Lump Sum Payment is intended to be administered and interpreted in a manner such that it shall not be subject to “additional tax” within the meaning of Section 409A(a)(1)(B) of the Code. Notwithstanding any provision of this Agreement to the contrary, if and to the extent necessary to comply with the restriction in Section 409A(a)(2)(B) of 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 separation from service with the Company, and shall be paid together with interest accrued 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 date of termination. Notwithstanding provision of this Agreement to the contrary, the Executive shall not be considered to have terminated employment with the Company for purposes of this Section 9 unless he would be considered to have incurred a “termination of employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii).”

3. The Executive further acknowledges that, while the purpose of this Amendatory Agreement is to conform the Agreement to the requirements of Section 409A of the Code and the Treasury Regulations promulgated thereunder, any tax liability incurred by the Executive under Section 409A of the Code is solely the responsibility of the Executive.

4. Except as amended herein, the Agreement shall remain in full force and effect and is hereby ratified by the parties thereto.

IN WITNESS WHEREOF, the Company has caused this Amendatory Agreement to be signed by its duly authorized representative pursuant to the authority of the respective Boards of Directors, and the Executive has personally executed this Amendatory Agreement, all as of the date first above written.

Exhibit 10.3

SECOND AMENDATORY AGREEMENT

TO CHANGE IN CONTROL AGREEMENT

THIS SECOND AMENDATORY AGREEMENT (the “Amendatory Agreement”) is made and entered into as of the 31 ^st day of December, 2008, by and among Lakeland Bancorp, Inc. (the “Holding Company”), a New Jersey corporation which maintains its principal office at 250 Oak Ridge Road, Oak Ridge, New Jersey 07438; Lakeland Bank (the “Bank”), a New Jersey chartered commercial bank, with an office 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 Louis E. Luddecke (the “Executive”).

WHEREAS , as of March 6, 2001, the Company and the Executive entered into a Change in Control Agreement (the “Agreement”) which provides for certain terms and conditions of the Executive’s employment in the event of a “Change in Control” (as defined therein); and

WHEREAS , the Agreement was amended in certain respects as of March 10, 2003; and

WHEREAS , the Company and the Executive mutually desire to amend the Agreement to conform its terms with final regulations promulgated by the Internal Revenue Service under Section 409A of the Internal Revenue Code of 1986, as amended.

NOW, THEREFORE , in consideration of the mutual premises and covenants set forth herein and for other good and value consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, the Company and the Executive mutually agree as follows:

1. Section 5 of the Agreement is hereby amended by adding a new paragraph at the end of such section that reads, in its entirety, as follows:

“All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code (as defined in Section 14 below), including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit.”

2. Section 9 of the Agreement is hereby amended as follows:

A. The following proviso is hereby added to the second-to-last sentence of the first paragraph of Section 9 that reads, in its entirety, as follows:

“; provided , that such insurance coverage shall be provided only to the extent permitted under the terms and conditions of the Company’s employee benefit plans.”

B. The following proviso is hereby added to the last sentence of the first paragraph of Section 9 that reads, in its entirety, as follows:

“; provided , that the Executive exercises such right within 10 days of his termination of employment and completes the purchase transaction within 30 days of his termination of employment.”

C. The following is hereby added as a new paragraph at the end of Section 9 that reads, in its entirety, as follows:

“The Lump Sum Payment is intended to be administered and interpreted in a manner such that it shall not be subject to “additional tax” within the meaning of Section 409A(a)(1)(B) of the Code. Notwithstanding any provision of this Agreement to the contrary, if and to the extent necessary to comply with the restriction in Section 409A(a)(2)(B) of 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 separation from service with the Company, and shall be paid together with interest accrued 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 date of termination. Notwithstanding provision of this Agreement to the contrary, the Executive shall not be considered to have terminated employment with the Company for purposes of this Section 9 unless he would be considered to have incurred a “termination of employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii).”

3. The Executive further acknowledges that, while the purpose of this Amendatory Agreement is to conform the Agreement to the requirements of Section 409A of the Code and the Treasury Regulations promulgated thereunder, any tax liability incurred by the Executive under Section 409A of the Code is solely the responsibility of the Executive.

4. Except as amended herein, the Agreement shall remain in full force and effect and is hereby ratified by the parties thereto.

IN WITNESS WHEREOF, the Company has caused this Amendatory Agreement to be signed by its duly authorized representative pursuant to the authority of the respective Boards of Directors, and the Executive has personally executed this Amendatory Agreement, all as of the date first above written.

Exhibit 10.4

FIRST AMENDATORY AGREEMENT

TO CHANGE IN CONTROL AGREEMENT

THIS FIRST AMENDATORY AGREEMENT (the “Amendatory Agreement”) is made and entered into as of the 31 ^st day of December, 2008, by and among Lakeland Bancorp, Inc. (the “Holding Company”), a New Jersey corporation which maintains its principal office at 250 Oak Ridge Road, Oak Ridge, New Jersey 07438; Lakeland Bank (the “Bank”), a New Jersey chartered commercial bank, with an office 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 James R. Noonan (the “Executive”).

WHEREAS , as of April 7, 2004, the Company and the Executive entered into a Change in Control Agreement (the “Agreement”) which provides for certain terms and conditions of the Executive’s employment in the event of a “Change in Control” (as defined therein); and

WHEREAS , the Company and the Executive mutually desire to amend the Agreement to conform its terms with final regulations promulgated by the Internal Revenue Service under Section 409A of the Internal Revenue Code of 1986, as amended.

NOW, THEREFORE , in consideration of the mutual premises and covenants set forth herein and for other good and value consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, the Company and the Executive mutually agree as follows:

1. Section 5 of the Agreement is hereby amended by adding a new paragraph at the end of such section that reads, in its entirety, as follows:

“All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code (as defined in Section 14 below), including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit.”

2. Section 9 of the Agreement is hereby amended as follows:

A. The following proviso is hereby added to the second sentence of the first paragraph of Section 9 that reads as follows:

“; provided , that such insurance coverage shall be provided only to the extent permitted under the terms and conditions of the Company’s employee benefit plans.”

B. The following proviso is hereby added to the penultimate sentence of the first paragraph of Section 9 that reads as follows:

“; provided , that the Executive exercises such right within 10 days of his termination of employment and completes the purchase transaction within 30 days of his termination of employment.”

C. The following is hereby added as a new paragraph at the end of Section 9 that reads, in its entirety, as follows:

“The Lump Sum Payment is intended to be administered and interpreted in a manner such that it shall not be subject to “additional tax” within the meaning of Section 409A(a)(1)(B) of the Code. Notwithstanding any provision of this Agreement to the contrary, if and to the extent necessary to comply with the restriction in Section 409A(a)(2)(B) of 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 separation from service with the Company, and shall be paid together with interest accrued 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 date of termination. Notwithstanding provision of this Agreement to the contrary, the Executive shall not be considered to have terminated employment with the Company for purposes of this Section 9 unless he would be considered to have incurred a “termination of employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii).”

3. The Executive further acknowledges that, while the purpose of this Amendatory Agreement is to conform the Agreement to the requirements of Section 409A of the Code and the Treasury Regulations promulgated thereunder, any tax liability incurred by the Executive under Section 409A of the Code is solely the responsibility of the Executive.

4. Except as amended herein, the Agreement shall remain in full force and effect and is hereby ratified by the parties thereto.

IN WITNESS WHEREOF, the Company has caused this Amendatory Agreement to be signed by its duly authorized representative pursuant to the authority of the respective Boards of Directors, and the Executive has personally executed this Amendatory Agreement, all as of the date first above written.

Exhibit 10.5

SECOND AMENDATORY AGREEMENT

TO CHANGE IN CONTROL AGREEMENT

THIS SECOND AMENDATORY AGREEMENT (the “Amendatory Agreement”) is made and entered into as of the 31 ^st day of December, 2008, by and among Lakeland Bancorp, Inc. (the “Holding Company”), a New Jersey corporation which maintains its principal office at 250 Oak Ridge Road, Oak Ridge, New Jersey 07438; Lakeland Bank (the “Bank”), a New Jersey chartered commercial bank, with an office 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 Robert A. Vandenbergh (the “Executive”).

WHEREAS , as of March 1, 2001, the Company and the Executive entered into a Change in Control Agreement (the “Agreement”) which provides for certain terms and conditions of the Executive’s employment in the event of a “Change in Control” (as defined therein); and

WHEREAS , the Agreement was amended in certain respects as of March 10, 2003; and

WHEREAS , the Company and the Executive mutually desire to amend the Agreement to conform its terms with final regulations promulgated by the Internal Revenue Service under Section 409A of the Internal Revenue Code of 1986, as amended.

NOW, THEREFORE , in consideration of the mutual premises and covenants set forth herein and for other good and value consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, the Company and the Executive mutually agree as follows:

1. Section 5 of the Agreement is hereby amended by adding a new paragraph at the end of such section that reads, in its entirety, as follows:

“All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code (as defined in Section 14 below), including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit.”

2. Section 9 of the Agreement is hereby amended as follows:

A. The following proviso is hereby added to the second-to-last sentence of the first paragraph of Section 9 that reads, in its entirety, as follows:

“; provided , that such insurance coverage shall be provided only to the extent permitted under the terms and conditions of the Company’s employee benefit plans.”

B. The following proviso is hereby added to the last sentence of the first paragraph of Section 9 that reads, in its entirety, as follows:

“; provided , that the Executive exercises such right within 10 days of his termination of employment and completes the purchase transaction within 30 days of his termination of employment.”

C. The following is hereby added as a new paragraph at the end of Section 9 that reads, in its entirety, as follows:

“The Lump Sum Payment is intended to be administered and interpreted in a manner such that it shall not be subject to “additional tax” within the meaning of Section 409A(a)(1)(B) of the Code. Notwithstanding any provision of this Agreement to the contrary, if and to the extent necessary to comply with the restriction in Section 409A(a)(2)(B) of 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 separation from service with the Company, and shall be paid together with interest accrued 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 date of termination. Notwithstanding provision of this Agreement to the contrary, the Executive shall not be considered to have terminated employment with the Company for purposes of this Section 9 unless he would be considered to have incurred a “termination of employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii).”

3. The Executive further acknowledges that, while the purpose of this Amendatory Agreement is to conform the Agreement to the requirements of Section 409A of the Code and the Treasury Regulations promulgated thereunder, any tax liability incurred by the Executive under Section 409A of the Code is solely the responsibility of the Executive.

4. Except as amended herein, the Agreement shall remain in full force and effect and is hereby ratified by the parties thereto.

IN WITNESS WHEREOF, the Company has caused this Amendatory Agreement to be signed by its duly authorized representative pursuant to the authority of the respective Boards of Directors, and the Executive has personally executed this Amendatory Agreement, all as of the date first above written.

Exhibit 10.6

Lakeland Bancorp, Inc.

Directors’ Deferred Compensation Plan

As Amended and Restated as of December 31, 2008

ARTICLE I – PURPOSE AND SCOPE

1.1 ESTABLISHMENT

Lakeland Bancorp, Inc. (the “Bancorp”) established, effective as of January 1, 1996, as amended from time to time, and as amended and restated December 31, 2007, an unfunded deferred compensation plan for eligible members of its Board of Directors and their surviving spouses, as described herein, entitled the “Lakeland Bancorp Directors’ Deferred Compensation Plan” (the “Plan”). The Plan is hereby amended and restated, effective as of December 31, 2008 (the “Restatement Date”), in order to comply with certain requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder (collectively, “Section 409A”).

1.2 PURPOSE

The purpose of this Plan is to provide designated members of the Board of Directors of the Bancorp (the “Board”) with compensation following their separation from service with the Bancorp. All capitalized terms in the Plan shall have meaning ascribed to them under the Plan, as the context of the Plan may require.

1.3 APPLICATION OF THE PLAN

The terms of the Plan are applicable only to eligible members of the Board who were in the service of the Bancorp between January 1, 1996 and December 31, 2008 (“Directors”). Any member of the Board who retired or whose relationship as a member of the Board was otherwise terminated prior to January 1, 1996 or who became a member of the Board after December 31, 2008 shall not be eligible to participate in the Plan.

1.4 SCOPE

This Plan is designed to provide designated Directors with deferred compensation. Nothing herein contained, and no action taken pursuant to the provisions of this Plan, shall create or be construed to create a fiduciary relationship between the Bancorp and any Director or any Director’s surviving spouse, dependents, estate or beneficiaries, or any other person.

Any reserves or liabilities set up on the Bancorp’s books of account with respect to any benefits to be paid under this Plan shall continue for all purposes to be a part of the general funds or assets of the Bancorp. To the extent that any person acquires right to receive payments from the Bancorp under this Plan, such right shall be no greater than the right of any unsecured general creditor of the Bancorp.

ARTICLE II – PARTICIPATION

2.1 ELIGIBILITY FOR PARTICIPATION

Each Director who has served as a member of the Board for five or more years, including service on the Lakeland Bank Board prior to the formation of the Bancorp, shall be eligible to receive a benefit under the Plan, as described herein; provided, however, that the Board shall, in its sole and absolute discretion, determine who is eligible to participate in the Plan. Decisions of the Board shall be conclusive and binding on all persons. For purposes of the Plan, “Years of Service” shall mean the whole number of years of service of a designated Director as a member of the Board (or as a member of the Lakeland Bank Board prior to the formation of the Bancorp), including periods prior to 1996.

2.2 DURATION OF PARTICIPATION

A Director who is designated by the Board to participate in the Plan shall be deemed a “Participant” of the Plan and shall continue to be a Participant until the later of such Director’s separation from service as a member of the Board or the date such Director is no longer entitled to benefits under the Plan.

ARTICLE THREE – DEFERRED COMPENSATION

3.1 ELIGIBILITY TO RECEIVE DEFERRED COMPENSATION

The Bancorp shall pay deferred compensation with respect to each:

in each case whose amount of deferred compensation, determined in accordance with Section 3.2, is greater than $0. Such deferred compensation shall be paid directly to such Participant, or to the Participant’s Surviving Spouse, from the general assets of the Bancorp, only to the extent and at such times as provided herein. A Surviving Spouse will receive compensation at the same time and in the same form as would have otherwise been provided to the Participant. Upon the death of a deceased Participant’s Surviving Spouse, no further benefits will be paid in respect of such Participant’s benefit hereunder.

3.2 AMOUNT OF DEFERRED COMPENSATION

The amount of the deferred compensation shall be as set forth in this Section 3.2 below.

A Participant (and/or a Surviving Spouse as applicable) shall be entitled to payments in accordance with Section 3.1 shall receive the payments indicated below in annual payments (unless the Participant makes an irrevocable written election to receive such payments in monthly or quarterly payments), payable for up to ten (10) consecutive years.

Upon a Participant’s death that occurs while receiving payments hereunder, the balance of payments hereunder shall be payable to the Participant’s Surviving Spouse in accordance with the payment schedule applicable to the Participant.

Upon a Participant’s death that occurs prior to the commencement of payments hereunder, the Participant’s Surviving Spouse will commence receiving payments immediately following the Participant’s death.

Upon the death of a Participant that does not have a Surviving Spouse (or upon the death of a Surviving Spouse), any or all remaining payments to or in respect of such Participant hereunder shall terminate.

Each person who becomes a Director after the Restatement Date shall be eligible to make a written election within thirty (30) days following the date he or she becomes a Participant. All such elections shall be made on such form approved by the Bancorp and shall be irrevocable. All payments under the Plan shall be in the form of cash.

The first payment to a Participant under the Plan shall be made upon the Participant’s Normal Retirement Date (or, if earlier, on the 30th day following the Participant’s death but in no event later than December 31 of the year in which such death applies), with each subsequent payment being made on January 1 of each subsequent calendar year following the year in which the first payment was made, unless the Participant elected quarterly or monthly payments, in which case each subsequent payment shall be made on the first day of the next month or calendar quarter, as applicable, following the first payment.

The following sets forth the payments to be made to Participants (and/or Surviving Spouses) hereunder:

3.3 NORMAL RETIREMENT DATE

The Normal Retirement Date for a Director shall be the first day of the month following the date at which the Director shall have attained (i) age 75 (for Participants who first became Directors as of March 13, 1996) or (ii) age 72 (for Participants who first became Directors following March 13, 1996).

ARTICLE FOUR – PAYMENT OF DEFERRED COMPENSATION

4.1 COMMENCEMENT OF PAYMENTS

Payments hereunder shall commence to be paid to a Participant upon either of such Participant’s termination as a Director or attaining Normal Retirement Date, as selected by Participant; provided, that, in the event of the death of a Participant, payments hereunder shall commence to be paid to the Surviving Spouse upon such Participant’s death.

4.2 ALIENATION OF DEFERRED COMPENSATION PROHIBITED

No compensation payable at any time under the Plan shall be subject in any manner to alienation, anticipation, sale, transfer, assignment, pledge, attachment or encumbrance of any kind, except as required

by law. Neither shall any compensation payable at any time under the Plan be subject in any manner to the debts or liabilities of any person entitled to such benefit, nor shall the Bancorp be required to make any payments toward such debts or liabilities.

4.3 INCAPACITY

In the event that any deferred compensation hereunder is, or becomes, payable to a minor or to a person under legal disability, or to a person not judicially declared incompetent but who by reason of illness or mental or physical disability is, in the opinion of the Bancorp, incapable of personally receiving and giving valid receipt of such payment, then, unless and until claim therefor shall have been made by a duly appointed guardian or other legal representative of such person, the Bancorp may provide for such payment or any part thereof be made to any person or institution then contributing toward or providing for the care and maintenance of such person. Any such payment shall be a payment for such person and a complete discharge of the liability of the Bancorp therefor.

ARTICLE V – GENERAL PROVISIONS

5.1 FUNDING

It is the express intention of the Bancorp that the Plan be unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended. The Bancorp intends to establish appropriate reserves on its books of account in accordance with generally accepted accounting principles. In addition, the Bancorp may establish a Trust to hold assets of the Bancorp as a reserve for the discharge of the Bancorp’s obligation to Participants. In that event, such reserves shall be, for all purposes, part of the general funds of the Bancorp and no Participant, spouse or other person claiming a right under the Plan shall have any interest, right or title to such reserves.

5.2 RIGHT TO AMEND, SUSPEND OR TERMINATE

The Bancorp reserves the right at any time and from time to time to amend, suspend or terminate the Plan by action of the Board without the consent of any Participant, spouse, beneficiary or other person claiming a right under the Plan. No amendment of the Plan shall reduce the benefits of any Participant below the amount which he or she has accrued as of the date of termination.

5.3 EFFECT OF TERMINATION

In the event that the Plan is terminated, there shall be no further accrual of benefits after the date of such termination.

5.4 RIGHTS TO BENEFITS

No person shall have any right to a benefit under the Plan except as such benefit has accrued to him or her in accordance with the terms of the Plan, and then such right shall be no greater than the rights of any unsecured general creditor of the Bancorp. Notwithstanding any other provisions of this Plan, if a Director shall be terminated from service for reason of fraud, dishonesty, larceny, misappropriation or embezzlement committed against the Bancorp or any of its affiliates or customers, all of such Director’s rights to benefits under this Plan shall be immediately and automatically forfeited.

5.5 ADMINISTRATION OF THE DEFERRED COMPENSATION PLAN

The Bancorp may establish a committee of the Board (the “Committee”) to administer the Plan. Except as otherwise specifically provided in the Plan, the Committee shall be the administrator of the Plan. The Committee shall have full authority to determine all questions arising in connection with the Plan including its interpretation may adopt procedural rules and may employ and rely on such legal counsel, consultants, accountants and agents, as it may deem advisable to assist in the administration of the Plan. Decisions of the Committee shall be conclusive and binding on all persons. If no Committee is established, the Board shall serve as the Committee.

5.6 CONSTRUCTION

The provisions of the Plan shall be construed, administered and enforced according to the laws of the State of New Jersey.

5.7 TITLES

The titles of the Articles and Sections herein are included for convenience of reference only and shall not be construed as a part of the Plan, or have any effect on the meaning of the provisions hereof. Unless the context requires otherwise, the singular shall include the plural; the masculine gender shall include the feminine and vice versa; and such words as “herein”, “hereinafter”, “hereof’ and “hereunder” shall refer to this instrument as a whole and not merely to the subdivision in which such words appear.

5.8 IMPOSSIBILITY OF ACTION

In case it becomes impossible for any fiduciary to perform any act under this Plan, that act shall be performed which in the judgment of such fiduciary will most nearly carry out the intent and purposes of this Plan. All parties concerned shall be bound by any such acts performed under such conditions.

5.9 SEPARABILITY

If any term or provision of this Plan as presently in effect or as amended from time to time, or the application thereof to any payments or circumstances, shall to any extent be invalid or unenforceable, the remainder of the Plan, and the application of such term or provision to payments or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term or provision of the Plan shall be valid and enforced to the fullest extent permitted by law.

5.10 AUTHORIZED OFFICERS

Whenever the Bancorp or the Committee, under the terms of the Plan, is permitted or required to do or to perform any act or matter or thing, it shall be done and performed by the duly authorized officer of the Bancorp or his or her authorized designee.

5.11 CERTAIN RIGHTS AND LIMITATIONS

The establishment of the Plan shall not be construed as conferring any legal rights upon any Director to remain in the service of the Bancorp as a director, nor shall it interfere with the rights of the Bancorp to terminate the service of any Director and to treat him or her without regard to the effect that such treatment might have upon that Director’s participation in the Plan.

5.12 CHANGE IN CONTROL

In the event of a “Change in Control” of the Bancorp, as defined below, and in the event that any Participant separates from service as a Director at any time following such Change in Control, then such Participant shall be deemed to have accumulated, for purposes of Section 3.2, such additional number of Years of Service as such Participant would have received hereunder assuming that such Participant remained in service as a Director through the date he or she reached the Normal Retirement Date as set forth in Section 3.3.

A “Change in Control” of the Bancorp shall mean any of the following:

5.13 SECTION 409A COMPLIANCE

The Plan is intended to comply with the requirements of Section 409A. To the extent that any provision in the Plan is ambiguous as to its compliance with Section 409A, the provision shall be interpreted in a manner so that no payment due to any Participant hereunder shall be subject to an “additional tax” within the meaning of Section 409A(a)(1)(B) of the Code. For purposes of Section 409A, each payment made under this Plan shall be treated as a separate payment. In no event may any person, directly or indirectly, designate the calendar year of any payment hereunder.

Approved by the Board of Directors on December 23, 2008.

Exhibit 10.7

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT

FOR ROBERT VANDENBERGH

THIS AGREEMENT is made effective as of December 23, 2008 (the “Effective Date”), by and among Lakeland Bancorp, Inc., a New Jersey corporation (the “Corporation”), Lakeland Bank, a New Jersey state chartered bank (the “Bank” and, collectively with the Corporation, the “Company”), and Robert A. Vandenbergh (the “Executive”), intending to be legally bound hereby.

INTRODUCTION

The purpose of this Agreement is to provide specified benefits to Robert A. Vandenbergh, Senior Executive Vice President and Chief Operating Officer of the Corporation, in consideration of his anticipated future contributions to the continued growth, development and future business success of the Company.

AGREEMENT

Article 1

Definitions

Exhibit 10.8

AMENDMENT NO. 3

TO SALARY CONTINUATION AGREEMENT

THIS AMENDMENT NUMBER 3 TO SALARY CONTINUATION AGREEMENT (the “Amendment”) is made and entered into as of the 31 ^st day of December, 2008, by and among Lakeland Bancorp, Inc. (the “Bancorp”), a New Jersey corporation which maintains its principal office at 250 Oak Ridge Road, Oak Ridge, New Jersey, 07435; Lakeland Bank, as successor by merger to National Bank of Sussex County, a subsidiary of the Bancorp (the “Bank” and, collectively with the Bancorp, “Company”); and Robert A. Vandenbergh (the “Executive”).

WHEREAS , as of December 17, 1996, the Bank and the Executive entered into a Salary Continuation Agreement, as amended from time to time (collectively, with the amendments, the “Agreement”) which provides Executive with certain post-termination compensation; and

WHEREAS , the Company and the Executive mutually desire to amend the Agreement to conform its terms with final regulations promulgated by the Internal Revenue Service under Section 409A of the Internal Revenue Code of 1986, as amended.

NOW, THEREFORE , in consideration of the mutual premises and covenants set forth herein and for other good and value consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, the Company and the Executive mutually agree as follows:

1. Section 2.3.4 of the Agreement is hereby deleted.

2. A new Section 8.11 is hereby added to the Agreement to read, in its entirety, as follows:

“The Agreement is intended to be administered and interpreted in a manner such that no payment hereunder shall be subject to “additional tax” within the meaning of Section 409A(a)(1)(B) of the Code. Notwithstanding any provision of this Agreement to the contrary, if and to the extent necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees,” amounts payable to the Executive pursuant to this Agreement following the termination of Employee’s employment shall commence on the first business day of the seventh month following the Employee’s separation from service with the Company, and the first such payment shall include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction, together with interest on such cumulative amount 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 date of termination. Notwithstanding provision of this Agreement to the contrary, a “Termination of Employment” shall not occur hereunder unless and until the Executive incurs a “termination of employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit.”

3. The second and third sentences of Section 7.1(a) are hereby deleted.

4. The Employee further acknowledges that, while the purpose of this Amendment is to conform the Agreement to the requirements of Section 409A of the Code and the Treasury Regulations promulgated thereunder, any tax liability incurred by the Executive under Section 409A of the Code is solely the responsibility of the Executive.

5. Except as amended herein, the Agreement shall remain in full force and effect and is hereby ratified by the parties thereto.

IN WITNESS WHEREOF, the Company has caused this Amendment to be signed by its duly authorized representative pursuant to the authority of the respective Boards of Directors, and the Executive has personally executed this Amendment, all as of the date first above written.

Exhibit 10.9

CHANGE IN CONTROL, SEVERANCE AND EMPLOYMENT AGREEMENT

THIS CHANGE IN CONTROL, SEVERANCE AND EMPLOYMENT AGREEMENT (the “ Agreement ”), is made as of November 24, 2008, 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 David S. Yanagisawa (the “ Executive ”).

Background

WHEREAS, the Executive is employed as Chief Lending Officer and Executive Vice President of the Company; 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 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 or Chief Operating 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 or Chief Operating 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

(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 second 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.

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 bonus 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, life insurance plan, health and accident plan, disability plan or equity compensation 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 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 Executive Vice President and Chief Lending Officer of the Company or such other corporate or divisional profit center as shall then be the principal successor to the business, assets and properties of the Company, 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 salary and bonus compensation for his services as follows:

a. Annual Salary . An annual salary equal to the annual salary in effect immediately prior to the Change in Control. The annual salary shall be payable in installments in accordance with the Company’s usual payroll method. The annual salary shall not be reduced during the Contract Period.

b. Annual Bonus . Any annual cash bonus shall be payable at the time and in the manner in which the Company paid such annual bonuses prior to the Change in Control.

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 immediately 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 Executive officers of the Company, all upon terms as favorable as those enjoyed by other Executive officers of the Company.

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 Executive officers of the Company (and any successor or acquirer of the Company, if any), including the chief executive officer of such entities, 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 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, no later than the twentieth (20 ^th ) business day following the Executive’s termination of employment, pay the Executive a lump sum equal to two (2) times the highest annual compensation, including only salary and cash bonus, 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 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.

Payment of any amounts under this Section shall be contingent upon Executive executing a general release of claims in favor of the Employer, its subsidiaries and affiliates, and their respective officers, directors, shareholders, partners, members, managers, agents or employees, which release shall be provided to the Executive within five (5) business days following the Date of Termination, and which must be executed by the Executive and become effective within thirty (30) days thereafter. Severance payments under this Section that are contingent upon such release shall commence within ten (10) days after such release becomes effective.

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 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 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. For purposes of this Agreement, “ 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.  Terms of Initial Executive Compensation . The Company agrees to pay or provide the following compensation and/or benefits in consideration of Executive’s continued employment:

a. Executive’s initial base annual compensation will be $210,000;

b. Executive shall be granted a one time “signing bonus” in the amount of $27,500 on the payroll period first following 90 days of employment with the Company;

c. Upon commencement of Executive’s employment with the Company on or about November 24, 2008, the Executive shall be granted 9,000 restricted shares (the “ Restricted Shares ”) of the Holding Company’s common stock (the “ Common Stock ”) pursuant to the Lakeland Bancorp, Inc. Amended and Restated 2000 Equity Compensation Program (the “ Plan ”). A total of 12.5% of such Restricted Shares shall vest on each of the first, second, third and fourth anniversary of the Executive’s employment commencement date, with the 50% balance of such Restricted Shares vesting on the fifth anniversary of the Executive’s employment commencement date, provided that the Executive is an employee of the Employer on the respective vesting date. Except as provided in the Plan, any Restricted Shares that have not vested as of the date of the Executive’s termination of employment shall be forfeited;

d. Executive shall be entitled to use of a company owned vehicle (the make and model to be approved by the Chief Executive Officer of the Company) that will include the costs of fuel and maintenance, in accordance with the Company’s guidelines in accordance for vehicles. The Executive shall be responsible for any tax liability associated with the personal use of the vehicle;

e. Executive shall be entitled to reimbursement of all expenses incurred in the performance of his duties; and

f. 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 Executive shall be entitled to participate in the Company’s bonus and restricted stock plans starting in such plans’ 2009 programs.

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.

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 or any other rights of the Executive granted in any other agreement, plan or arrangements. In addition, if the employment of the 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 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 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. Each of the parties hereto expressly waives trail by jury in connection with any action involving or relating to this Agreement.

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.