Community Partners Bancorp (Form: S-8, Received: 02/18/2011 15:10:38)

As filed with the Securities and Exchange Commission on February 18, 2011

Registration No. 333-_____

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

COMMUNITY PARTNERS BANCORP

(Exact name of registrant as specified in its charter)

New Jersey (State or other jurisdiction of incorporation or organization)	20-3700861 (I.R.S. Employer Identification Number)
1250 Highway 35 South, Middletown, New Jersey (Address of Principal Executive Offices)		07748 (Zip Code)

Community Partners Bancorp Employee Stock Purchase Plan

(Full title of the plan)

William D. Moss

President and Chief Executive Officer

Community Partners Bancorp

1250 Highway 35 South

Middletown, New Jersey 07748

(Name and address of agent for service)

(732) 706-9009

(Telephone number, including area code, of agent for service)

Copies to:

Edward C. Hogan, Esquire

Dana M. Eddis, Esquire

1415 Marlton Pike East

Suite 506

Cherry Hill, New Jersey 08034-2210

(856) 857-4004

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨		Accelerated filer	¨
Non-accelerated filer	¨		Smaller reporting company	ý

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)(2)	Proposed maximum offering price per share (3)	Proposed maximum aggregate offering price	Amount of registration fee
Common stock, no par value	250,000 shares	$5.28	$1,320,000	$153.25

(1) Pursuant to Rule 416, this Registration Statement covers, in addition to the number of shares stated herein, an indeterminate number of shares that may be subject to grant or otherwise issuable by reason of a stock split, stock dividend, merger, reorganization, consolidation, or similar transaction.

(2) Based on the maximum number of shares of the registrant’s common stock, without par value, authorized for issuance under the Community Partners Bancorp Employee Stock Purchase Plan.

(3) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the amount of the registration fee based upon the average of the high and low prices for a share of the registrant's common stock on February 15, 2011, as reported on the NASDAQ Stock Market.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

Information required by Item 1 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 adopted under the Securities Act of 1933, as amended, and the Note to Part I of Form S-8.

Item 2. Registrant Information and Employee Plan Annual Information.

Information required by Item 2 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 adopted under the Securities Act of 1933, as amended, and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

In this Registration Statement, “Community Partners,” “the Company,” “the registrant,” “we,” “us,” and “our” refer to Community Partners Bancorp.

The following documents filed with the Securities and Exchange Commission (the “Commission”) are incorporated by reference in this Registration Statement and made a part hereof:

(a) our Annual Report on Form 10-K for the fiscal year ended December 31, 2009;

(b) our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2010, June 30, 2010 and September 30, 2010;

(c) our Current Reports on Form 8-K filed on February 3, 2010, April 9, 2010, April 23, 2010, May 19, 2010, June 2, 2010, June 4, 2010, June 8, 2010, June 16, 2010, July 26, 2010, July 28, 2010, August 23, 2010, September 9, 2010, October 22, 2010 and October 25, 2010;

(d) the description of Community Partners’ common stock contained in Item 1 of our Registration Statement on Form 8-A (Registration Statement No. 000-51889), including any amendments or reports filed for the purpose of updating such Registration Statement; and

(e) all other documents filed by us after the date of this Registration Statement under Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment to the Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and part of this Registration Statement from the date of filing of such documents.

Item 4. Description of Securities.

Not applicable.

Item 5. Interest of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Limitation of Personal Liability of Directors and Officers . The Company’s certificate of incorporation contains provisions that may limit the personal liability of any director or officer of the Company to the Company or its shareholders for damages for an alleged breach of any duty owed to the Company or its shareholders. This limitation will not relieve an officer or director from liability based on any act or omission (i) in breach of such person’s duty of loyalty to the Company or its shareholders; (ii) not in good faith or involving a knowing violation of law; or (iii) resulting in receipt by such officer or director of an improper personal benefit. These provisions are explicitly permitted by Section 14A:2-7(3) of the New Jersey Business Corporation Act (NJBCA).

Indemnification of Directors and Officers Provided by the Company’s Governing Documents . The Company’s certificate of incorporation provides that the Company will indemnify to the full extent from time to time permitted by law, any person made, or threatened to be made, a party to, or a witness or other participant in, any threatened, pending or completed action, suit or proceeding, whether civil or criminal, administrative, arbitrative, legislative, investigative or of any other kind (together “an action”), by reason of the fact that such person is or was a director, officer, employee or other agent of the Company or any subsidiary of the Company or serves or served any other enterprise at the request of the Company against expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding and any appeal therein. The Federal Deposit Insurance Act generally prohibits indemnification of a bank holding company’s directors and officers for any penalty or judgment resulting from any administrative or civil action instituted by a federal banking agency.

Consistent with, and to the extent permitted by Section 14A:3-5 of the NJBCA, under the Company’s by-laws, the Company will indemnify and hold harmless its officers and directors and any such person’s estate against all liabilities (including reasonable attorney’s fees) incurred in any action, by reason of the fact that the officer or director is or was serving as a director, officer, employee or agent of the Company (or at the request of the Company in such capacity). Subject to the receipt by the Company of an undertaking by the officer or director to repay the expenses if there is a judgment or other final adjudication holding that the officer or director is not entitled to receive reimbursement of expenses from the Company, the Company will pay in advance or reimburse the officer or director for all expenses incurred by the officer or director in defending any such action. However, the Company will not indemnify such person if a judgment or other final adjudication adverse to the person establishes that his or her acts or omissions (i) were acts or omissions that the person knew or believed to be contrary to the best interests of the Company or shareholders in connection with a matter to which he had a material conflict of interest, (ii) were not in good faith or involved a knowing violation of law, or (iii) resulted in receipt by such person of an improper personal benefit. The Company also will not be required to further pay or reimburse expenses, and will be entitled to repayment of any paid expenses, if the officer or director enters a formal plea or written admission in the action that he or she has committed such acts or omissions establishing that he or she is not entitled to indemnification. Unless the Board of Directors has authorized or consented to the action to which the officer or director is a party, the Company is not obligated to pay or reimburse an officer or director for any expenses in connection with an action, in whole or part, initiated by the officer or director.

Under Section 14A:3-5 of the NJBCA, with respect to any derivative action, the Company is empowered to indemnify any corporate agent, including any current or former officer or director, against the agent’s expenses (but not the agent’s liabilities) incurred in connection with any proceeding involving the corporate agent by reason of the agent being or having been a corporate agent if the agent acted in good faith and in a manner that the agent reasonably believed to be in or not opposed to the best interests of the Company. However, only the court in which the proceeding was brought can empower the Company to indemnify a corporate agent against expenses with respect to any claim, issue or matter as to which the agent was adjudged liable to the Company.

Under Section 14A:3-5 of the NJBCA, a corporate agent is entitled to mandatory indemnification to the extent that the agent is successful on the merits or otherwise in any proceeding, or in defense of any claim, issue or matter in the proceeding. If a corporation fails or refuses to indemnify a corporate agent, whether the indemnification is permissive or mandatory, the agent may apply to a court to grant the agent the requested indemnification.

Indemnification of Officers and Directors under the Agreement and Plan of Acquisition (the “Acquisition Agreement”) . Under the Acquisition Agreement entered into between Two River Community Bank (“Two River”), The Town Bank (“Town Bank”) and the Company in 2005, the Company is obligated to indemnify current and former directors and officers of the banks and their subsidiaries for six years following the effective time of the acquisition, which was April 1, 2006 (the “Effective Time”), for any matters arising out of their positions with the banks prior to the acquisition. The indemnification provisions of the respective governing documents of the Company, the banks and their respective subsidiaries in effect at the time of the acquisition cannot be amended for a period of six years after the Effective Time in any manner that would adversely affect the rights of these officers and directors.

The New Jersey Banking Act contains almost identical provisions to New Jersey corporate law relating to limitation of liability and indemnification of directors, officers and employees. To be entitled to indemnification, it must be determined that, in general terms, the person acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to a criminal action, had no reasonable cause to believe his or her conduct was unlawful. Town Bank merged into Two River on December 31, 2008. Two River’s certificate of incorporation reflects the New Jersey Banking Act formulation limiting the liability of its officers and directors, and the bylaws of Two River contain provisions for the indemnification of its officers and directors, which also reflect the statutory formulation. Two River’s certificate of incorporation provides that officers (for the duration permitted by the New Jersey Banking Act) and directors of the bank shall not be personally liable to the bank or its shareholders for damages for breach of any duty owed to the bank or its shareholders, except damages for breaches of duty based upon an act or omission (i) in breach of such person’s duty of loyalty, (ii) not in good faith or involving a knowing violation of law, or (iii) resulting in receipt by such person of an improper personal benefit.

Insurance . The Company, as required by the Acquisition Agreement, maintains insurance coverage for the purpose of indemnifying current and former directors and officers of the banks for any matters arising out of their positions with the banks prior to the acquisition and will also pay all reasonable expenses incurred by any such individual in enforcing his or her rights to indemnification and insurance coverage. The Company is required to maintain this coverage for a period of six years following the Effective Time. The Company maintains insurance coverage for its current directors and officers against a legal judgment and the related expenses that result from wrongful or negligent acts or omissions committed in conjunction with the performance of their duties as they relate to the Company.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits

Exhibits:

Number	Description

4.1	Specimen certificate representing the Company’s common stock, no par value per share (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-4/A filed with the Commission on January 6, 2006).

4.2	Warrant, dated January 30, 2009, to purchase up to 288,462 shares of the Company’s common stock (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 30, 2009).

4.3	Community Partners Bancorp Employee Stock Purchase Plan.

5.1	Opinion of Stevens & Lee, P.C.

23.1	Consent of Stevens & Lee, P.C. (included in Exhibit 5.1).

23.2	Consent of ParenteBeard LLC.

24.1	Power of Attorney of Directors and Officers (included on signature page).

Item 9. Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimate maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement;

(2) That for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-8 and has caused this Registration Statement to be signed on its behalf by the undersigned in the City of Middletown, State of New Jersey on February 16, 2011.

	COMMUNITY PARTNERS BANCORP

	By:	/s/ William D. Moss
		William D. Moss
		President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William D. Moss, A. Richard Abrahamian, or Edward C. Hogan, and each of them, his true and lawful attorney-in-fact, as agent with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacity, to sign any or all amendments to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agents full power and authority to do and perform each and every act and this requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement was signed below by the following persons and in the capacities and on the dates indicated.

Signature	Title

/s/ William D. Moss	President and Chief Executive Officer,	February 16, 2011
William D. Moss	Director (Principal Executive Officer)

/s/ A. Richard Abrahamian	Executive Vice President and	February 16, 2011
A. Richard Abrahamian	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

/s/ Charles T. Parton	Chairman and Director	February 16, 2011
Charles T. Parton

/s/ James M. Bollerman	Director	February 16, 2011
James M. Bollerman

/s/ Robert E. Gregory	Director	February 16, 2011
Robert E. Gregory

/s/ Robert B. Grossman	Director	February 16, 2011
Robert B. Grossman

/s/ John E. Holobinko	Director	February 16, 2011
John E. Holobinko

/s/ Michael W. Kostelnik, Jr.	Director	February 16, 2011
Michael W. Kostelnik, Jr.

/s/ William F. LaMorte	Director	February 16, 2011
William F. LaMorte

/s/ Joseph F.X. O’Sullivan	Director	February 16, 2011
Joseph F.X. O’Sullivan

/s/ Frank J. Patock, Jr.	Director	February 16, 2011
Frank J. Patock, Jr.

/s/ John J. Perri, Jr.	Director	February 16, 2011
John J. Perri, Jr.

/s/ William Statter	Director	February 16, 2011
William Statter

/s/ Robin Zager	Director	February 16, 2011
Robin Zager

EXHIBIT INDEX

Number	Title

4.1	Specimen certificate representing the Company’s common stock, no par value per share (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-4/A filed with the Commission on January 6, 2006).

4.2	Warrant, dated January 30, 2009, to purchase up to 288,462 shares of the Company’s common stock (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 30, 2009).

4.3	Community Partners Bancorp Employee Stock Purchase Plan.

5.1	Opinion of Stevens & Lee, P.C.

23.1	Consent of Stevens & Lee, P.C. (included in Exhibit 5.1).

23.2	Consent of ParenteBeard LLC.

24.1	Power of Attorney of Directors and Officers (included on signature page).

Exhibit 4.3

COMMUNITY PARTNERS BANCORP

EMPLOYEE STOCK PURCHASE PLAN

SECTION 1

PURPOSE OF PLAN

The purpose of the Community Partners Bancorp Employee Stock Purchase Plan (the “Plan”) is to provide eligible employees of Community Partners Bancorp (the “Company”) and its subsidiaries with an opportunity to purchase shares of common stock of the Company through payroll deductions. Participation in the Plan will provide eligible employees with a convenient method to acquire an interest in the long-term performance and success of the Company. The Plan is not intended to qualify as a stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended.

SECTION 2

DEFINITIONS

The following words have the following meanings unless a different meaning is plainly required by the context:

2.1 “Board” means the Board of Directors of the Company.

2.2 “Code” means the Internal Revenue Code of 1986, as amended.

2.3 “Committee” means the Compensation Committee of the Board, or such other persons as the Board may from time to time designate to administer the Plan.

2.4 “Common Stock” means the Company’s common stock, no par value.

2.5 “Company” means Community Partners Bancorp, a New Jersey corporation, and its successors.

2.6 “Deduction Account” means the account established on behalf of a Participant pursuant to Section 7.1 below, to which his or her payroll deductions shall be credited.

2.7 “Election Form” means an election (in a form approved by the Committee) that an Eligible Employee must complete to participate in the Plan and authorize payroll deductions to be made on the Eligible Employee’s behalf under the Plan.

2.8 “Eligible Employee” means an active Employee who (a) is not a Section 16 Insider, (b) is regularly scheduled to work 20 hours or more per week, (c) has been in continuous employment with the Company or one of its Subsidiaries since the last day of the second month prior to the first day of the applicable Offering Period, and (d) does not own 5% or more of the total combined voting power or values of all classes of stock of the Company. For purposes of this Section, continuous employment shall include any bona fide and Company-approved leave of absence such as (v) medical leave; (w) leave allowed under the Family and Medical Leave Act; (x) personal leave; (y) military leave; or (z) any other leave of absence approved by the Company.

2.9 “Employee” means a common law employee of the Company or one of its Subsidiaries.

2.10 “Fair Market Value” as of any Stock Purchase Date means the average of the closing bid and asked prices of the Common Stock reported on the NASDAQ Capital Market (or such other quotation system or stock exchange on which the Company’s Common Stock may be traded on the date in question) for the five trading days immediately preceding such Stock Purchase Date. If the Company’s Common Stock is not listed on NASDAQ or another quotation system or stock exchange on the Stock Purchase Date in question, the “Fair Market Value” shall be determined by the Committee in good faith by the reasonable application of a reasonable valuation method in accordance with Code Section 409A (and the regulations and guidance promulgated thereunder), which determination shall be final and binding on all parties.

2.11 “Offering Period” means the period of six consecutive months commencing on January 1 and July 1 of each year, during which a Participant can set aside payroll deductions for use in purchasing Common Stock; provided, however, that the initial Offering Period shall commence on March 1, 2011 and shall end on June 30, 2011. The Board shall have the power to change the duration of Offering Periods (both before and after any such Offering Period has commenced) with respect to future offerings.

2.12 “Participant” means an Eligible Employee who has elected to participate in the Plan in accordance with Section 6.1 below.

2.13 “Plan” means the Community Partners Bancorp Employee Stock Purchase Plan as set forth herein, as it may be amended from time to time.

2.14 “Plan Shares Account” means the account established on behalf of a Participant pursuant to Section 8.2 below, in which shares of Common Stock purchased under the Plan shall be held.

2.15 “Purchase Price” means, with respect to an Offering Period, an amount equal to the Fair Market Value of a share of Common Stock on the Stock Purchase Date.

2.16 “SEC” means the United States Securities and Exchange Commission.

2.17 “Section 16 Insider” means any Employee who is designated by the Company as a reporting person under Section 16 of the Securities Exchange Act of 1934, as amended.

2.18 “Stock Purchase Date” means a date on which a Participant purchases shares of Common Stock pursuant to the Plan. Unless otherwise determined by the Committee, the Stock Purchase Date means the fifteenth day following the last business day of each calendar quarter during the term of the Plan, or the next business day thereafter if such day is not a business day.

2.19 “Subsidiary” means any corporation or other entity of which 50% or more of the outstanding voting stock or voting ownership interest is directly or indirectly owned or controlled by the Company or by one or more subsidiaries of the Company. The term “Subsidiary” includes present and future subsidiaries of the Company.

2.20 “Transfer Agent” means the officially designated transfer agent of the Company.

SECTION 3

ADMINISTRATION

3.1 General . The Committee shall administer the Plan. The Committee may request advice or assistance or employ such other persons as are necessary for proper administration of the Plan, including individuals who are employees of the Company or any Subsidiary. Subject to the express provisions of the Plan, the Committee shall have authority to interpret the Plan, to prescribe, amend and rescind rules, regulations, and procedures relating to it, to waive any requirement of the Plan in whole or in part and on a general or case-by-case basis, and to make all other determinations necessary or advisable in administering the Plan, all of which determinations shall be final and binding upon all persons unless otherwise determined by the Board. The Committee shall hold its meetings at such times and places as it considers advisable. Action may be taken by a written instrument signed by all of the members of the Committee and any action so taken shall be as fully effective as if it had been taken at a meeting duly called and held. The Committee shall make such rules and regulations, if any, for the conduct of its business as it considers advisable.

3.2 Indemnification of Committee Members . Neither any member or former member of the Committee, nor any individual or group to whom authority or responsibility is or has been delegated, shall be personally responsible or liable for any act or omission in connection with the performance of powers or duties or the exercise of discretion or judgment in the administration and implementation of the Plan. Each person who is or shall have been a member of the Committee shall be indemnified and held harmless by the Company from and against any cost, liability or expense imposed or incurred in connection with such person’s or the Committee’s taking or failing to take any action under the Plan or the exercise of discretion or judgment in the administration and implementation of the Plan. Each such person shall be justified in relying on information furnished in connection with the Plan’s administration by any appropriate person or persons.

SECTION 4

STOCK SUBJECT TO THE PLAN

4.1 Number of Shares of Common Stock . The maximum number of shares of Common Stock that may be purchased by Participants pursuant to the Plan shall be 250,000 shares, subject to adjustment as provided in Section 4.2.

4.2 Adjustments . In the event of a stock dividend, stock split, recapitalization, merger, reorganization, consolidation, combination or exchange of shares of Common Stock during the term of the Plan, the number of shares reserved and authorized to be issued under the Plan shall be adjusted proportionately, and such other adjustment shall be made as may be considered necessary or equitable by the Committee or the Board. In the event of any other change affecting the Common Stock, such adjustments shall be made as may be considered equitable by the Committee or the Board to give proper effect to such change.

SECTION 5

ELIGIBILITY

Participation in the Plan shall be open only to Eligible Employees. No purchase rights may be granted under the Plan to any person who is not an Eligible Employee.

SECTION 6

PARTICIPATION AND WITHDRAWAL

6.1 Election Form; Changes to Election Form .

(a) Participation by any Eligible Employee in the Plan shall be entirely voluntary. Any Eligible Employee may become a Participant by completing and delivering an Election Form to the Company. Except with respect to the initial Offering Period under this Plan, such Eligible Employee shall become a Participant as of the first day of the next Offering Period following the delivery of his or her Election Form, provided that the Election Form has been delivered at least 30 business days prior to the beginning of the first day of that Offering Period. If the Election Form has not been delivered at least 30 business days prior to the beginning of the first day of that Offering Period, then such Eligible Employee shall become a Participant as of the first day of the next succeeding Offering Period. In order to Participate in the initial Offering Period under this Plan, an Eligible Employee must complete and deliver an Election Form at least five days prior to the first payroll date of the initial Offering Period. The Election Form will authorize specified regular payroll deductions (within the limits specified in Section 7.2 below) from the Participant’s periodic compensation during the time he or she is a Participant.

(b) Payroll deductions shall be made for each Participant in accordance with the Election Form and shall continue until the Participant’s participation terminates, the Election Form is modified, or the Plan is terminated. A Participant may increase or decrease his or her payroll deduction (within the limits specified in Section 7.2 below) by delivering a new Election Form to the Company. The Company or the applicable Subsidiary shall deduct the modified amount from the Participant’s payroll beginning with the first pay date to occur on or after the first day of the Offering Period immediately following the date such Election Form is properly delivered.

6.2 Termination of Participation . A Participant may elect at any time to terminate his or her participation in the Plan by written notice delivered to the Company no later than 15 business days before a pay date. Upon any termination of participation by a Participant: (a) the Participant shall cease to be a Participant; (b) his or her Election Form shall be revoked insofar as subsequent payroll deductions are concerned; (c) the amount in the Participant’s Deduction Account, as well as any unauthorized payroll deductions made after such revocation, shall be promptly refunded to the Participant; (d) certificates with respect to full shares of Common Stock credited to the Participant’s Plan Shares Account shall be issued to the Participant upon request by the Participant to the Transfer Agent (subject to any Transfer Agent fees); and (e) cash with respect to fractional shares of Common Stock credited to the Participant’s Plan Shares Account shall be paid to the Participant upon request by the Participant to the Transfer Agent. An Eligible Employee who has terminated participation in the Plan shall not be eligible for reinstatement as a Participant until the first day of the Offering Period coinciding with or immediately following the date that is three months after such termination.

Except as otherwise provided herein, if a Participant ceases to be an Eligible Employee, effective upon such cessation, (a) no further payroll deductions shall be made on his or her behalf, (b) the accumulated balance in his or her Deduction Account shall promptly be returned to the Participant, (c) certificates with respect to full shares of Common Stock credited to the Participant’s Plan Shares Account shall be issued to the Participant upon request by the Participant to the Transfer Agent (subject to any Transfer Agent fees), and (d) cash with respect to fractional shares of Common Stock credited to the Participant’s Plan Shares Account shall be paid to the Participant upon request by the Participant to the Transfer Agent. For purposes of this Section, a Participant shall not cease to be an Eligible Employee as a result of a bona fide and Company approved leave of absence such as (v) medical leave; (w) leave allowed under the Family and Medical Leave Act; (x) personal leave; (y) military leave; or (z) any other leave of absence approved by the Company.

SECTION 7

PAYROLL DEDUCTIONS

7.1 Deduction Account . The Company and/or its Subsidiaries will maintain a Deduction Account for each Participant. Authorized payroll deductions shall begin with the first pay date to occur on or after the first day of the first Offering Period with respect to which a Participant has elected (in accordance with Section 6.1) to participate in the Plan. Payments made by Participants through payroll deductions shall be credited to each Participant’s Deduction Account. No amounts other than payroll deductions authorized under the Plan may be credited to a Participant’s Deduction Account, unless the Committee otherwise consents in writing. Participant Deduction Account balances shall not be credited with interest.

7.2 Limits on Deductions . The amount of the payroll deduction specified by a Participant in his or her Election Form shall not be less than $10.00 or more than $1,000 for each pay period or such other amount as the Committee may determine in its sole discretion from time to time. A Participant may only take payroll deductions from his or her base salary, hourly rate of pay, or commissions and not from the Participant’s bonuses, incentive pay, disability payments, workers’ compensation payments, or other forms of compensation. To the extent a Participant’s base salary, hourly rate of pay, or commissions for a given pay period are insufficient to cover the deduction indicated in the Participant’s Election Form, such deduction shall be made in proportion to the base salary, hourly rate of pay, or commissions available.

SECTION 8

PURCHASE AND SALE OF COMMON STOCK

8.1 Purchase Price . The Purchase Price for each share of Common Stock purchased on a Stock Purchase Date shall be the Fair Market Value of the Common Stock on the Stock Purchase Date.

8.2 Method of Purchase .

(a) Except as otherwise provided herein, each Participant having funds in his or her Deduction Account on a Stock Purchase Date shall be deemed, without any further action, to have been granted and to have exercised his or her option to purchase the number of shares of Common Stock which the funds in his or her Deduction Account could purchase on the Stock Purchase Date. Any balance in a Participant’s Deduction Account which is less than the purchase price of one share of Common Stock will be considered, solely for bookkeeping purposes, to represent a fractional share of Common Stock purchased by the Participant. If the number of shares of Common Stock available for purchase under the Plan on a Stock Purchase Date is not sufficient to exhaust all Deduction Accounts, the available shares shall be allocated in proportion to the funds available in each Deduction Account and the Plan shall thereafter terminate.

(b) All shares of Common Stock purchased under the Plan shall be maintained in separate Plan Shares Accounts for Participants. Any cash dividends paid with respect to the shares of Common Stock in a Participant’s Plan Shares Account shall be distributed directly to the Participant on such dividend payment date. Any non-cash dividends paid with respect to the shares of Common Stock in a Participant’s Plan Shares Account shall be added to the shares held for a Participant in his or her Plan Shares Account. Participants will be notified at least annually as to the amount and status of their Deduction Accounts and Plan Shares Accounts.

(c) In the event that the rules and regulations of the SEC or applicable securities exchange or other securities trading facility require temporary suspension of purchases by the Company or require that a purchase be spread over a longer period than indicated in this Section 8.2, purchases under the Plan shall be made or resumed when permitted by the rules and regulations of the SEC or applicable securities exchange or other securities trading facility and the Company shall not be accountable for its inability to make all purchases within the applicable period. If any SEC, securities exchange, or other securities trading facility suspension of trading in Common Stock remains effective for 90 consecutive days, the Company shall remit to each Participant promptly after the end of such period all cash credited to the Participant’s Deduction Account attributable to the Participant’s payroll deductions and any cash dividends paid with respect to shares of Common Stock held in a Participant’s Plan Shares Account.

8.3 Title of Accounts . Each Plan Shares Account may be in the name of the Participant or, if so indicated on the Election Form, in his or her name jointly or as tenants in common with a member of the Participant’s family, with right of survivorship.

8.4 Rights as a Shareholder . After a Participant’s Deduction Account has been charged with the amount of the Purchase Price, the Participant shall have all of the rights and privileges of a shareholder of the Company with respect to shares of Common Stock purchased under the Plan and held in the Plan Shares Account, whether or not certificates representing the shares shall have been issued. In addition to the provisions specified in the Plan relating to termination of a Participant’s participation in the Plan, subject to any applicable fees, a Participant may withdraw shares of Common Stock held in his or her Plan Shares Account by providing written notice to the Transfer Agent. A Participant’s written notice must provide the number of shares a Participant intends to withdraw. Certificates with respect to full shares withdrawn shall be issued to the Participant by the Transfer Agent. A Participant will receive cash in lieu of any fractional share interest withdrawn. In no event will certificates representing a fractional interest be issued.

8.5 Sale of Shares . Subject to the Company’s insider trading and blackout policies and any applicable federal securities laws, a Participant may sell full shares of Common Stock held in his or her Plan Shares Account by providing written notice to the Transfer Agent, specifying the number of full shares the Participant intends to sell. The Transfer Agent will execute an open market sale order providing for the sale of such full shares, within five business days of receipt of the notice, and deliver to the Participant a check for the proceeds of the sale, less any brokerage commissions, service fees, applicable withholding taxes, and transfer taxes (if any) incurred in connection with the sale. A request for full shares to be sold must be signed by all persons in whose names the Plan Shares Account appears.

8.6 Limitations on Purchases . No Participant may purchase Common Stock under the Plan, if, after the effect of such purchase, they would own 5% or more of the total combined voting power or values of all classes of stock of the Company. In such event, such Participant shall be deemed to have terminated participation in the Plan in accordance with Section 6.2.

SECTION 9

GENERAL PROVISIONS

9.1 Rights Not Transferable . Rights under the Plan are not transferable by a Participant other than by will or the laws of descent and distribution, and are exercisable during his or her lifetime only by the Participant.

9.2 Death of Participant . In the event of the death of a Participant, the Company shall deliver all amounts in such Participant’s Deduction Account to the Participant’s estate.

9.3 Amendment or Suspension of the Plan . The Committee or the Board may at any time, and from time to time, amend the Plan in any respect or suspend the operation of the Plan.

9.4 Termination of the Plan . The Plan and all rights of Employees hereunder shall terminate at the earliest of: (a) as provided in Section 8.2(a); (b) when all shares of Common Stock reserved under the Plan have been purchased; or (c) at any time, at the discretion of the Committee or the Board. Notice of termination shall be given to all Participants, but any failure to give notice shall not impair the termination. Upon termination of the Plan, all amounts in Deduction Accounts of Participants and all Common Stock held in Plan Shares Accounts of Participants shall promptly be returned to such Participants (certificates with respect to full shares and cash with respect to fractional shares).

9.5 Expenses . The Company shall pay the service charges, brokerage, costs of mailing, and other charges incurred in connection with the purchase of shares of Common Stock. The cost of withdrawing, transferring, or selling shares of Common Stock shall be borne by Participants.

9.6 Tax Matters . Each Participant is responsible for all taxes (whether local, state, or federal) due because of the payment of a dividend on or the sale of shares of Common Stock credited to his or her Plan Shares Account. The Company shall timely prepare and forward to the United States Internal Revenue Service, the appropriate state and local authorities, and Participants the information returns required by the Code and applicable state statutes.

9.7 Effect of Financial Hardship Distribution . In the event a Participant receives a financial hardship distribution from the Two River Community Bank 401(k) Plan (the “401(k) Plan”), his or her Election Form under this Plan shall be immediately revoked and no further payroll deductions shall be made on his or her behalf under this Plan; provided, however, that the balance accumulated in such Participant’s Deduction Account under this Plan as of the date of the financial hardship distribution under the 401(k) Plan shall be used to purchase shares of Common Stock on the next Stock Purchase Date in accordance with Section 8 of this Plan. The Participant must submit a new Election Form to recommence contributions to this Plan after receiving a financial hardship distribution under the 401(k) Plan.

9.8 Governing Law; Compliance with Law . The Plan shall be construed in accordance the laws of the State of New Jersey. The Company’s obligation to sell and deliver shares of Common Stock hereunder shall be subject to all applicable federal and state laws, rules and regulations, and to such approvals by any regulatory or governmental agency as may, in the opinion of counsel for the Company, be required. The Company may make such provisions as it may deem appropriate for the withholding of any taxes or payment of any taxes which it determines it may be required to withhold or pay in connection with a Participant’s participation in the Plan.

9.9 Right to Terminate Service . Nothing in the Plan or any agreement entered into pursuant to the Plan shall confer upon any Participant the right to continue in the employment of the Company or any Subsidiary or affect any right which the Company or any Subsidiary may have to terminate the employment of such Participant.

9.10 Effective Date . The first Offering Period under the Plan shall commence on March 1, 2011.

9.11 Investment Intent . The Committee may require a Participant to confirm that he or she is purchasing with investment intent and not with a view to resale or other distribution.

9.12 Severability . In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of the Plan and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

Re:	Registration Statement on Form S-8
	Community Partners Bancorp Employee Stock Purchase Plan

		Very truly yours,

		STEVENS & LEE

		/s/ Stevens & Lee