TWO RIVER BANCORP (Form: 8-K, Received: 06/03/2019 11:08:19)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

June 1, 2019

Date of Report (Date of earliest event reported)

TWO RIVER BANCORP

(Exact name of registrant as specified in its charter)

New Jersey

000-51889

20-3700861

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Ident. No.)


766 Shrewsbury Avenue, Tinton Falls, New Jersey				07724
(Address of principal executive offices)				(Zip Code)

(732) 389-8722 Registrant’s telephone number, including area code

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	TRCB	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Employment Agreement . On June 1, 2019, Two River Bancorp (“TRB”) and its wholly owned banking subsidiary, Two River Community Bank (“TRCB”) (collectively, the “Company”), entered into an employment agreement with its current President and Chief Executive Officer, William D. Moss (the “Employment Agreement”). This Employment Agreement replaces Mr. Moss’ prior employment agreement, which expired by its terms on May 31, 2019. The initial term of the Employment Agreement expires on the later of: May 31, 2021 or, if a ”change in control” of the Company occurs at any time prior to May 31, 2021, the second anniversary of the occurrence of such change in control. A “change in control” is defined in the Employment Agreement to include among other things an acquisition of the Company by an unaffiliated party or the acquisition of a majority of the voting securities of the Company.

Mr. Moss’s annual base salary under the Employment Agreement may be no less than $400,000, which may be increased by the Company’s board of directors. Mr. Moss is eligible to receive a discretionary annual bonus in an amount determined by the Company’s board, which will be based on performance standards that are consistent with industry standards for similarly situated bank holding companies and community banks. The Company’s annual bonuses are awarded under the Two River Community Bank Incentive Bonus Program described in Item 11 of the Company’s Annual Report on Form 10- K for the year-ended December 31, 2018. Additionally, the Company is required to lease or purchase an automobile for use by Mr. Moss, and to pay the membership fees and dues for Mr. Moss to be a member of a country club agreed to by the parties.

In the event that Mr. Moss’s employment is terminated involuntarily without Cause (defined below) or he terminates his employment voluntarily for Good Reason (defined below), he will be entitled to a lump-sum cash payment equal to one times the sum of (i) his base salary; and (ii) the average of the cash bonuses paid to him in the last two full calendar years. In such an event, Mr. Moss will also be entitled to have the title of the automobile purchased or leased for his use to be transferred to him, free of all liens and encumbrances, for the consideration of $1.00. Mr. Moss will also be entitled to continued coverage for a period of 12 months following his termination date (24 months in the event of a termination after a change in control) under the medical and dental benefit plans and life and disability insurance plans in which he participates as of the date of his termination, at and under the same costs, terms and conditions applicable to employees with similar titles. If Mr. Moss’ continued participation under such plans would be prohibited, the Company will provide Mr. Moss with periodic payments, in amounts it determines are sufficient, in its reasonable discretion, to defray the cost to Mr. Moss of obtaining materially identical benefits. After a change in control, in the event that Mr. Moss’s employment is terminated involuntarily without Cause or he terminates employment voluntarily for Good Reason, in addition to the payment described above he will be entitled to another lump-sum cash payment equal to one times the sum of (i) his base salary; and (ii) the average of the cash bonuses paid to him in the last two full calendar years. If Mr. Moss dies after a change in control has occurred and at the time of his death either (a) he had previously been provided notice of termination of employment or (b) had Good Reason to terminate employment, his estate will be entitled to the lump sum payment otherwise payable under the agreement in the event of a termination without Cause or for Good Reason during such period.

If Mr. Moss is terminated for Cause or without Good Reason, he is only entitled for payment for benefits and salary accrued to the date of his termination. The Employment Agreement defines “Cause” as: (i) conviction of a crime (other than a traffic violation), habitual drunkenness, drug abuse, or excessive absenteeism; (ii) willful and continued failure to perform his duties after at least one written warning from the Company’s board; or (iii) willful misconduct of any type, which causes material injury to either or each of TRB or TRCB. The Employment Agreement defines “Good Reason” as any material breach of the Employment Agreement or material failure of the Company to tender performance under the Employment Agreement; or any of the following actions taken without the express written consent of Mr. Moss: (i) the material diminution in his current functions; (ii) any transfer to an office outside New Jersey or another location greater than 50 miles from his current location; or (iii) a reduction in his annual base salary.

The Employment Agreement contains a covenant not to compete prohibiting Mr. Moss, for a period of twelve months, in the event he is (i) terminated for Cause, (ii) resigns without Good Reason, or (iii) is terminated without Cause or resigns for Good Reason after a change in control and is paid the additional lump sum cash payment described above, from being employed or retained by, directly or indirectly, any bank or other regulated financial services institution with an office or operating branch in any county in New Jersey within which TRCB or any other existing subsidiary of TRB maintains an office or branch, which directly competes with, or reasonably could be expected to materially adversely affect the revenues generated by, TRCB or any other such subsidiary of TRB. During the twelve month period described above, he will be prohibited from soliciting the Company’s employees who are in a senior managerial, operation or lending capacity, or the Company’s highly skilled employees with access to and responsibility for any confidential information, to become employed or engaged by him or with any person, firm, company or association in which Mr. Moss has an interest.

The Employment Agreement contains provisions to the effect that if the Company determines in good faith that any payment or benefit received or to be received by Mr. Moss pursuant to the Employment Agreement (which does not include the portion of payments allocated to the non-compete provisions of the Employment Agreement, which are classified as payments of reasonable compensation for purposes of Section 280G of the Internal Revenue Code (the “Code”)), or otherwise (with all such payments and benefits, including, without limitation, salary and bonus payments, being defined as “Total Payments”) would be subject to the excise tax imposed by Section 4999 of the Code by reason of being considered to be “contingent on a change in ownership or control” of the Company within the meaning of Section 280G of the Code, then such Total Payments will be reduced in the manner reasonably determined by Company, in its sole discretion, to the extent necessary so that the Total Payments will be less than three times Mr. Moss' “base amount” (as defined in Section 280G(b)(3) of the Code), in which case the excise tax under by Section 4999 of the Code would not be imposed.

Change in Control Agreements . On June 1, 2019, the Company entered into change in control agreements (the “CIC Agreements”) with A. Richard Abrahamian, Anthony A. Mero and Alan B. Turner. The CIC Agreements replace the executives’ prior change in control agreements which expired by their terms on May 31, 2019. The term of the CIC Agreements commence on June 1, 2019, and will terminate on May 31, 2021 unless a Change in Control, as defined in the CIC Agreements, occurs prior to such date in which case the CIC Agreements will terminate on the earlier of (i) the executive’s death, or (ii) the second anniversary of the Change in Control, whichever is later. The CIC Agreements provide that, if a Change in Control occurs during the term of the CIC Agreements, the executive is provided with certain employment continuity and termination benefits for the Contract Period, which is defined as the period beginning one day prior to, and ending on the second anniversary of, the date on which the Change in Control occurred.

A “Change in Control” is defined in the CIC Agreements to include among other things an acquisition of the Company by an unaffiliated party or the acquisition of a majority of the voting securities of the Company.

In the event that during the Contract Period (a) the executive’s employment is terminated by TRCB without Cause (as defined below) or (b) the executive terminates employment voluntarily for Good Reason (as defined below):

●

the executive will be entitled to a lump-sum cash payment equal to two (2) times the executive’s highest annual compensation, including only salary and cash bonus, paid during any of the three calendar years immediately prior to the Change in Control;

●

if TRCB is providing the executive at the time of termination without Cause or resignation with Good Reason with an automobile for executive’s use, the executive also will be entitled to have the title of that automobile transferred to him, free of all liens, encumbrances, claims or leases, for the consideration of $1.00; if TRCB is providing an automobile allowance, the executive will be entitled to continuation of the automobile allowance for the remainder of the Contract Period; and

●

the executive will be entitled to continued coverage for the remainder of the Contract Period under the medical and dental benefit plans, and life and disability insurance plans, in which the executive participates as of the date of executive’s termination without Cause or resignation with Good Reason, under the same costs, terms and conditions as are applicable to employees with similar titles. If the executive’s continued participation under such plans would be prohibited under their terms, TRCB will provide the executive with periodic payments in such amount as it determines to be sufficient, in its reasonable discretion, to defray the cost of obtaining materially identical benefits.

If the executive is terminated for Cause or resigns without Good Reason during the Contract Period, he will be entitled only to payment for benefits and salary accrued to the date of his termination.

The CIC Agreements define “Cause” as: (i) conviction of a crime (other than a traffic violation), habitual drunkenness, drug abuse, or excessive absenteeism; (ii) willful and continued failure to perform his duties after at least one written warning from the board of directors of the Company; or (iii) willful misconduct of any type, which causes material injury to TRB or TRCB.

The CIC Agreements define “Good Reason” as any material breach of the CIC Agreement or material failure of TRCB to tender performance under the Agreement, or any of the following actions taken without the express written consent of the executive: (i) the assignment of duties inconsistent with his position or a reduction of the powers or functions associated his position, title, duties, responsibilities, or status, or his removal from his current position; (ii) any transfer to an office outside New Jersey or another location greater than 50 miles from his current location; (iii) a reduction in his annual base salary as in effect immediately prior to a Change in Control; or (iv) a failure to provide, or a material reduction of, any benefits under any retirement, life insurance, health, disability, or other benefit plan.

The CIC Agreements contain a covenant not to compete providing that, if the executive receives the lump-sum payment under the CIC Agreement, the executive will be prohibited from being employed or retained by, directly or indirectly, any bank or other regulated financial services institution with an office or operating branch in any county in New Jersey within which TRB or any existing subsidiary of TRB maintains an office or branch. This prohibition lasts for a period of 12 months following the executive’s receipt of the lump-sum payment. For the 12 months following the executive’s receipt of the lump-sum payment, he will be prohibited from soliciting TRCB’s employees who are in a senior managerial, operations or lending capacity, or TRCB’s highly skilled employees with access to and responsibility for any confidential information, to become employed or engaged by him or with any person, firm, company or association in which the executive has an interest.

The CIC Agreements contain provisions to the effect that if the Company determines in good faith that any payment or benefit received or to be received by the executive pursuant to the CIC Agreement (which does not include the portion of payments allocated to the non-compete provisions of the CIC Agreement, which are classified as payments of reasonable compensation for purposes of Section 280G of the Internal Revenue Code (the “Code”)), or otherwise (with all such payments and benefits, including, without limitation, salary and bonus payments, being defined as “Total Payments”) would be subject to the excise tax imposed by Section 4999 of the Code by reason of being considered to be “contingent on a change in ownership or control” of the Company within the meaning of Section 280G of the Code, then such Total Payments will be reduced in the manner reasonably determined by Company, in its sole discretion, to the extent necessary so that the Total Payments will be less than three times the executive’s “base amount” (as defined in Section 280G(b)(3) of the Code), in which case the excise tax under by Section 4999 of the Code would not be imposed.

The CIC Agreements provide that payments under the CIC Agreements may be limited, proscribed, or prohibited by applicable provisions of law, regulations or administrative authority.

The agreements referenced above are incorporated herein by reference to the exhibits to this current report. These summary descriptions of the agreements do not purport to be complete and are qualified in their entirety by reference to the agreements attached as exhibits to this current report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits .

10.1 Employment Agreement dated as of June 1, 2019 among TRB, TRCB and William D. Moss

10.2 Change in Control Agreement dated as of June 1, 2019 among TRB, TRCB and A. Richard Abrahamian

10.3 Change in Control Agreement dated as of June 1, 2019 among TRB, TRCB and Anthony A. Mero

10.4 Change in Control Agreement dated as of June 1, 2019 among TRB, TRCB and Alan B. Turner

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TWO RIVER BANCORP

Dated: June 1, 2019

	By:	/s/ A. Richard Abrahamian
			A Richard Abrahamian
			Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description

10.1		Employment Agreement dated as of June 1, 2019 among TRB, TRCB and William D. Moss

10.2		Change in Control Agreement dated as of June 1, 2019 among TRB, TRCB and A. Richard Abrahamian

10.3		Change in Control Agreement dated as of June 1, 2019 among TRB, TRCB and Anthony A. Mero

10.4		Change in Control Agreement dated as of June 1, 2019 among TRB, TRCB and Alan B. Turner

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made on and as of the 1 ^ST day of June, 2019, by and between Two River Bancorp (“TRB”), a corporation organized under the laws of the state of New Jersey which serves as a bank holding company, with its principal office at 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724; Two River Community Bank (“TRCB”), a banking corporation organized under the laws of the state of New Jersey which is a wholly owned subsidiary of TRB, with its principal office at 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724; and William D. Moss (“Executive”), whose business address is 766 Shrewsbury Avenue, Tinton Falls, New Jersey 077248. TRB and TRCB are sometimes collectively referred to as the “Company”.

BACKGROUND

WHEREAS , Executive, as of the date of this Agreement, serves as the President and Chief Executive Officer of each of TRB and TRCB; and

WHEREAS , the Board of Directors of TRB and TRCB (the “Board”) believes that the retention of Executive as President and Chief Executive Officer of TRB and TRCB (with each and both of TRB and TRCB being deemed to be the “Employer” for all purposes of this Agreement) is indispensable to TRB and TRCB; and

WHEREAS , TRB and TRCB, as Employer, and Executive previously entered into an employment agreement dated June 1, 2016, which was amended effective June 1, 2017(the “Prior Employment Agreement”); and

WHEREAS , TRB and TRCB, as Employer, and Executive wish to amend and restate the Prior Employment Agreement by entering into this Agreement to conclusively establish the terms and conditions relative to Executive's continuing employment by Employer as President and Chief Executive Officer of TRB and TRCB.

NOW THEREFORE , for good and valuable consideration, which the parties to this Agreement acknowledge to be legally sufficient, TRB, TRCB and Executive, intending to be legally bound, agree as follows:

Definitions

Cause . For purposes of this Agreement, “Cause”, with respect to the termination by Employer of Executive’s employment shall mean (i) the willful and continued failure by Executive to perform his duties for Employer under this Agreement after at least one warning in writing from the Board or its designee identifying specifically any such failure; (ii) willful misconduct of any type by Executive, including, but not limited to, the disclosure or improper use of confidential information under Section 11 of this Agreement, which causes material injury to either or both of TRB or TRCB, as specified in a written notice to Executive from the Board or its designee; or (iii) the Executive’s conviction of a crime (other than a traffic violation), habitual drunkenness, current illegal use of a drug, or excessive absenteeism (other than for illness), after a warning (with respect to drunkenness or absenteeism only) in writing from the Board or its designee to refrain from such behavior. No act or failure to act on the part of Executive shall be considered to have been willful for purposes of clause (i) or (ii) of this Section 1a unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that the action or omission was in the best interest of Employer.

Good Reason. When used with reference to a termination by Executive of his employment with Employer, “Good Reason” shall mean (a) any material breach by Employer of, or material failure of Employer to tender performance under, this Agreement, or (b) any of the following, if taken without Executive’s express written consent, as to either of TRB or TRCB, or both of TRB and TRCB, but only if, and to the extent that, such action or failure to act by Employer constitutes a “material negative change”, within the meaning of Treas. Reg. Sec. 1.409A-1(n)(2)(i), to Executive in his relationship with the Employer so as to result in the termination by Executive of his employment relationship with Employer for “Good Reason” being an “involuntary separation from service” within the meaning of Treas. Reg. Sec. 1.409A-1(n):

i. The material diminution of Executive’s current functions.

ii. A reduction by Employer in Executive’s annual Base Compensation.

iii. Any transfer by Employer of Executive to another geographic location which is either outside of New Jersey or more than 50 miles from his office location.

Employment. Employer hereby agrees to employ Executive, and Executive hereby accepts employment by Employer, during the term of this Agreement upon the terms and conditions set forth herein.

Position. During the term of this Agreement, Executive shall be employed as the President and Chief Executive Officer of TRB and TRCB. During the term of this Agreement, Executive shall serve on the Board of Directors of TRCB, and TRB shall re-nominate Executive for election to the Board of Directors of TRB and shall recommend such election to shareholders, for any annual meeting of shareholders of TRB at which the class of directors in which Executive is serving will be elected. Executive currently serves as the Chairman of the Board of Directors, and will continue to serve as such for so long as he is annually re-elected by the Board. Executive shall devote his full time and attention to the business of Employer, and shall not during the term of this Agreement be engaged in any other business activity. This Section shall not be construed as preventing Executive from managing any investments of his which do not require any involvement on his part in the operation of such investments, serving as a trustee or director of any nonprofit entity so long as such service does not interfere with Executive's function or performance as the President and Chief Executive Officer of TRB and TRCB, or, with the prior approval of the Board, serving as a director of any unaffiliated business entity.

Compensation. Employer shall pay to Executive compensation for his services during the term of this Agreement as follows:

Base Compensation. Base compensation for each calendar year during the term of this Agreement in that amount which is determined by the Board for each such year, but not less than $400,000 for any such year, which shall be payable in installments in accordance with Employer’s payroll policies.

Bonus . A discretionary annual bonus in that amount which is determined by the Compensation Committee of the Board and awarded by the Board, each in the exercise of their sole discretion, which bonus will be based on performance standards that will be consistent with industry standards for similarly situated bank holding companies and community banks.

Annual Increase. During the term of this Agreement, the Compensation Committee of the Board and the Board shall review Executive’s compensation on an annual basis. The Board may, in the exercise of its discretion, award him increased compensation to reflect the impact of inflation, his performance, Employer's financial performance, and competitive compensation levels, all as determined in the sole discretion of the Board. Any increase in compensation may take any form, including but not limited to an increase in annual salary.

Service as a Director . Executive shall not receive any compensation for service as a director, including in his capacity as Chairman of the Board, while he is an employee of the Employer.

Expenses and Fringe Benefits.

Expense Reimbursement . During the term of this Agreement, Executive shall be entitled to reimbursement for all business expenses incurred by him with respect to the business of Employer, which are properly accounted for, in accordance with the policies and procedures established by the Employer in accordance with industry practice for its senior executive officers.

Automobile . Employer shall provide Executive with an automobile for Executive's use in connection with the performance of his duties as President and Chief Executive Officer of TRB and TRCB, and his personal use, which automobile shall be chosen by Executive, subject to the approval of the Board, and purchased or leased for Executive's use. Executive acknowledges that the provision and use of the automobile may generate employee compensation to Executive, and agrees that Employer may withhold from Executive's Base Compensation that amount which is necessary for Employer to fully satisfy its withholding obligations under federal and state law.

Country Club Dues . During the term of this Agreement, the Bank agrees to pay the membership fees and dues for Executive to be a member of Navesink Country Club, or such other country club agreed upon by the Bank and Executive. The Bank also agrees to reimburse Executive for all ordinary, necessary, and reasonable business-related expenses incurred by Executive on Bank business at such country club. As a condition to receiving such reimbursements, the Executive shall submit to the Bank on a timely basis business expense reports, including substantiation sufficient to enable the Bank to deduct the reimbursed expenses for tax purposes.

Termination for Cause. Employer shall have the right to terminate Executive for Cause, upon written notice to him which shall specify the reasons for the termination. In the event of termination for Cause, Executive shall be entitled only to such Base Compensation which has accrued but not been paid to the date of termination, but shall not be entitled to any further benefits under this Agreement, or the payment of any additional amounts under this Agreement. This Agreement, except for Section 11, shall terminate ipso facto upon any termination of Executive's employment for Cause.

Disability. If at any time during the term of this Agreement Executive becomes permanently disabled and is, as a direct result of such permanent disability, unable to effectively function as President and Chief Executive Officer of TRB and TRCB with reasonable accommodation by Employer, as determined by the consensus opinion of Executive's personal physician and that physician who is retained by TRB and TRCB, then Employer may, upon the payment by Employer to Executive of a single lump sum payment in an amount equal to Executive's Base Compensation as of the date of such determination of disability, terminate the employment of the Executive. In such event, (i) this Agreement shall terminate ipso facto , and (ii) Executive shall not be entitled to any further payments or benefits under this Agreement, but shall be entitled to payments under any disability policy which Employer may have obtained for the benefit of its executive officers generally, and such benefits as are provided by Employer to those of its executive officers whose employment terminates by reason of permanent disability.

Death Benefits. Upon the Executive’s death during the term of this Agreement, (i) Executive shall be entitled to the benefits of any life insurance policy or supplemental executive retirement plan paid for, or maintained by, Employer, and (ii) Employer shall, within sixty days of Executive's death, pay to Executive's designated beneficiary a single lump sum payment in an amount equal to Executive's Base Compensation as of the date of Executive's death. PROVIDED, HOWEVER, that if either (i) at the time of Executive’s death, facts which constituted “Good Reason” within the meaning of Section 1d. of this Agreement existed, which facts would have allowed for Employee’s resignation with Good Reason under Section 9 of this Agreement had Executive not died, or (ii) Employer had, prior to Executive’s death, given Executive notice of Executive’s termination without Cause as required by the first full paragraph of Section 9 of this Agreement, then Executive’s death shall be conclusively deemed to be a termination without Cause and Executive’s estate shall be paid the full amount determined by application of Section 9 of this Agreement on that date which is sixty (60) days after Executive’s death, but only upon the execution and delivery by Executive’s representative(s) of a binding release which is satisfactory in enforceability, form and substance to Employer and Employer’s counsel.

Termination without Cause or Resignation for Good Reason.

Severance. Employer may terminate Executive without Cause during the term of this Agreement upon four weeks’ prior written notice to Executive, and Executive may resign for Good Reason during the term of this Agreement, but only in full accordance with the terms of the second full paragraph of this Section 9a. If Employer terminates Executive’s employment during the term of this Agreement without Cause or if the Executive resigns during the term of this Agreement for Good Reason, the Employer shall, subject to Executive’s full and timely tender of performance under Section 14 of this Agreement, pay to Executive on that date which is ninety (90) days after the termination of his employment a lump sum equal to one (1) times the sum of (a) the highest base compensation (salary) paid to Executive during the year of termination or the immediately preceding calendar year and (b) the average of the annual cash bonus earned by Executive for performance during the two calendar years immediately preceding the year of termination (the “Lump Sum Payment”). In addition to the Lump Sum Payment, in the event on or after a Change in Control (as defined in Section 12) the Employer terminates Executive’s employment during the term of this Agreement without Cause or if the Executive resigns during the term of this Agreement for Good Reason, the Employer shall, subject to Executive’s full and timely tender of performance under Section 14 of this Agreement, in consideration for Executive’s agreement (except as stated in the next sentence) to perform his obligations under Section 15 of this Agreement, pay to Executive on that date which is ninety (90) days after the termination of his employment an additional lump sum equal to one (1) times the sum of (a) the highest base compensation (salary) paid to Executive during the year of termination or the immediately preceding calendar year and (b) the average of the annual cash bonus earned by Executive for performance during the two calendar years immediately preceding the year of termination (the “CIC Lump Sum Payment”). If on the date that is 90 days after termination of Executive’s employment, Executive has signed the Company’s require release document, but the time that Executive may revoke the release document has not expired, payment will be made after the time to revoke has expired.

Executive may not resign with Good Reason, and shall not be considered to have done so for any purpose of this Agreement, unless (i) Executive, within sixty (60) days of the initial existence of the act or failure to act by Employer which Executive believes to constitute “Good Reason” within the meaning of this Agreement, provides Employer with written notice which describes, in particular detail, the act or failure to act which Executive believes to constitute “Good Reason” and identifies the particular clause of Section 1b of this Agreement which Executive contends is applicable to such act or failure to act; (ii) Employer, within thirty (30) days of its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by Executive of his employment relationship with Employer, and (iii) Executive actually resigns from his employment with Employer on or before that date which is exactly six (6) calendar months after the initial existence of the act or failure to act by Employer which constitutes “Good Reason” within the meaning of this Agreement. If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by Executive of his employment with Employer shall not be deemed to have been for “Good Reason”; he shall not be entitled to any of the benefits to which he would have been entitled if he had resigned his employment with Employer for “Good Reason”; and, in particular, Employer shall not be required to pay any amount which would otherwise have been due to Executive under this Section 9 of this Agreement had Executive resigned with “Good Reason”.

Employer and Executive acknowledge that any termination of Executive’s employment without Cause or resignation for Good Reason under this Section 9 of this Agreement is intended to qualify as a “Separation from Service” under Section 409A of the Internal Revenue Code and Treasury Regulation Section 1.409A-1(h). Executive and Employer agree that Executive will not, at any time subsequent to a termination without Cause or resignation for Good Reason under this Section 9 of this Agreement, as an employee or independent contractor, provide services to Employer or any affiliate of Employer at an annual rate which is more than twenty percent (20%) of the services rendered, on average, during the thirty six (36) full calendar months immediately preceding such termination without Cause or resignation for Good Reason under this Section 9 of this Agreement (or the full period for which Executive provided services to Employer (whether as an employee or as an independent contractor) if Executive has, at the time of termination without Cause or resignation for Good Reason under this Section 9 of this Agreement, been providing services for a period of less than thirty six (36) months).

Medical Benefits C ontinuation . If, in accordance with and pursuant to this Section 9 of this Agreement, either (i) Employer terminates Executive without Cause or (ii) Executive resigns for Good Reason, in either case during the term of this Agreement (a “Benefits Continuation Event”), then Employer shall, for a period of twelve months (twenty-four months in the event of a Benefits Continuation Event after a Change in Control) from first day of the first calendar month immediately following the date of the termination of Executive's employment (the “Continuing Coverage Period”), either provide Executive with continued benefits under, or defray the cost of continued benefits which are comparable to those provided by, those medical and dental benefit plans, life insurance plans, and disability insurance plans (the “Continuing Coverage Plans”) which are sponsored by Employer and in which Executive is a participant as of the date of the termination of Executive's employment.

During the Continuing Coverage Period, Employer shall, if and only to the extent possible under the terms of such plans, continue Executive’s participation in the Continuing Coverage Plans for the Continuing Coverage Period, which continued participation shall be under all of the costs, terms and conditions that are applicable to or imposed upon employees of similar title to Executive, as such costs, terms and conditions may change from time to time during the remainder of the Continuing Coverage Period.

To the extent that the terms of any of the Continuing Coverage Plans are such that the actual participation of Executive cannot be continued after a Benefits Continuation Event, then Employer shall, for the duration of the Continuing Coverage Period, provide Executive with a periodic payment, or periodic payments, in that amount or those amounts which Employer determines in the exercise of its reasonable discretion and in good faith to be fully sufficient to defray the after-tax cost to Executive of participation in plans which provide benefits that are materially identical to those benefits provided by those Continuing Coverage Plans in which, by their terms, Executive cannot continue to participate subsequent to the termination of Executive's employment. Any such payment or payments shall be defined as Coverage Continuation Reimbursement Payments. Executive and Employer specifically agree that the reimbursement by Employer through the Continuing Coverage Period of the full monthly COBRA amount (on an after-tax basis) which would, in the absence of this Agreement, be charged to Executive for continuing coverage under the medical benefits plan sponsored by Employer, and in which Executive is a participant as of the termination of Executive's employment, shall constitute full tender of performance under this Agreement with respect to such medical benefits plan. All Coverage Continuation Reimbursement Payments shall be paid by Employer to Executive five (5) days prior to the date when the expense to be reimbursed is due and payable by Executive.

If at any time during the Continuing Coverage Period, Executive becomes employed by another employer which provides one or more of the benefits provided under the Continuing Coverage Plans, then Employer shall, immediately and from the date when such benefits are made available to the Employee by the successor employer, be relieved of its obligation to provide such benefits, or Coverage Continuation Reimbursement Payments for such benefits, to the extent such benefits are duplicative of those which are provided to Executive by Executive’s new employer. Executive shall notify Employer at such time as Executive becomes employed by any successor employer, and shall provide Employer with such information pertaining to the employee benefit plans of the successor employer as is sufficient for Employer to reach a conclusion as to whether the preceding sentence is applicable. Any failure by Executive to provide such information to Employer on a timely basis shall give rise to a claim by Employer against Executive for (i) the entire aggregate cost of those benefits provided under the Continuing Coverage Plans and those Coverage Continuation Reimbursement Payments which Employer would not have been obligated to provide or tender had the information required under the preceding sentence been provided to Employer on a timely basis, and (ii) legal fees incurred by Employer in asserting a claim against Executive under this sentence.

Automobile Use. If (i) Employer terminates Executive without Cause during the term of this Agreement; (ii) Executive resigns with Good Reason during the term of this Agreement; or (iii) Employer terminates Executive’s employment under Section 7 of this Agreement by reason of Executive’s disability during the term of this Agreement, then Employer shall, for a stated purchase price of $1.00, transfer to Executive title to that automobile which Employer has, as of the date of such termination of employment, provided for Executive's use, which title shall, at the time of such transfer, be completely free and clear of any and all liens, encumbrances, claims and lease obligations. Executive acknowledges that the transfer to Executive of title to the automobile under the preceding sentence may generate employee compensation to Executive, and agrees that Employer may withhold from the Lump Sum Payment that amount which is necessary for Employer to fully satisfy its withholding obligations under federal and state law. Executive shall pay any sales tax liability, as well as any registration, documentation or title fees, associated with the transfer of title under this paragraph of this Section 9.

No Duty to Mitigate and Legal F ees. Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by Employer of his employment without Cause or a resignation for Good Reason during the term of this Agreement. If Employer fails to pay Executive the Lump Sum Payment or to provide him with the benefits due under this section, Executive, after giving ten (10) days’ written notice to Employer identifying Employer’s failure, shall be entitled to recover from Employer all of his reasonable legal fees and expenses incurred in connection with his enforcement against Employer of the terms of this Agreement. Employer agrees to pay such legal fees and expenses to Executive on demand. Executive shall be denied payment of his legal fees and expenses only if a court finds that Executive sought payment of such fees without reasonable cause and in bad faith. Notwithstanding any term of this Section 9 to the contrary, if at such time as payment of the Lump Sum Payment would otherwise be due under this Section 9 of this Agreement Employer and Executive are opposing parties to any litigation, then (i) Employer need not tender payment to Executive of such Lump Sum Payment, or provide Executive with any other payment or benefit which would otherwise be made to or conferred upon Executive under this Agreement, until such time as such litigation is resolved with finality, and then only in accordance with the applicable terms of the resolution of such litigation, and (ii) Executive may not recover any legal fees from Employer under this paragraph of this Section 9, and may recover only such legal fees, if any, as are to be paid by Employer under the applicable terms of the resolution of such litigation.

10.

Resignation without Good Reason. Executive shall be entitled to resign from the employment of Employer at any time during the term of this Agreement without Good Reason, but upon such resignation, Executive shall not be entitled to any additional compensation for the time after which he ceases to be employed by Employer, and shall not be entitled to any of the payments or other benefits which would otherwise be provided to Executive under this Agreement. No such resignation shall be effective unless in writing with four weeks’ notice thereof. For all purposes of this Agreement, the retirement by Executive from his employment with Employer shall be deemed to be a resignation by Executive without Good Reason.

11.

Non-Disclosure of Confidential Information.

Non-Disclosure of Confidential Information. Except in the course of his employment with Employer and in pursuit of the business of TRB, TRCB or any of their subsidiaries or affiliates, Executive shall not, at any time during or following the term of this Agreement, disclose or use for any purpose any confidential information or proprietary data of TRB, TRCB or any of their respective subsidiaries or affiliates. Executive agrees that, among other things, all information concerning the identity of, and TRB’s and TRCB’s relations with, their respective customers is confidential and proprietary information.

Specific Performance. Executive agrees that TRB and TRCB do not have an adequate remedy at law for the breach of this section and agrees that he shall be subject to injunctive relief and equitable remedies as a result of any breach of this section. The invalidity or unenforceability of any provision of this Agreement shall not affect the force and effect of the remaining valid portions.

Survival. This Section 11 shall survive the termination of the Executive’s employment hereunder and the expiration of this Agreement.

12.

Term . This Agreement shall have, and be in effect for, a term which commences on the date of its execution and ends on the later of (i) May 31, 2021, or (ii) if a Change in Control as defined in this Section 12 occurs at any time on or before May 31, 2021, the second anniversary of the occurrence of such Change in Control. For purposes of this Section 12 of this Agreement, “Change in Control” shall mean the occurrence of any of the following events:

i. The sale or disposition by TRB of all of its stock in TRCB, or the sale or disposition by TRCB of substantially all of its assets;

ii. The acquisition of voting common capital stock of TRB in a single transaction or a series of interdependent transactions as a result of which the acquirers actually own or control common capital stock representing the right to cast at least a majority of the votes which could, without giving effect to any change in the capital structure of TRB which occurs subsequent to the consummation of such transaction or series of transactions, be cast at the next regular meeting of shareholders; or

iii. A merger, consolidation or other reorganization of either, or both of, TRB or TRCB as a result of which as least a majority of the Board of Directors of the surviving entity are not Continuing Directors. “Continuing Directors” shall be those individuals who are directors of TRB or TRCB, as the case may be, at such time as the plan of merger, consolidation or other reorganization is approved by the board of directors of TRB or TRCB.

13.

Section 280G . Notwithstanding any other provision of this Agreement to the contrary, if Employer determines in good faith that any payment or benefit received or to be received by Executive pursuant to this Agreement (which the parties agree will not include any portion of payments allocated to the non-compete provisions of Section 15 which are classified as payments of reasonable compensation for purposes of Section 280G of the Code), or otherwise (with all such payments and benefits, including, without limitation, salary and bonus payments, being defined as “Total Payments”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code by reason of being considered to be “contingent on a change in ownership or control” of Employer within the meaning of Section 280G of the Code, then such Total Payments shall be reduced in the manner reasonably determined by Employer, in its sole discretion, to the extent necessary so that the Total Payments will be less than three times Executive's “base amount” (as defined in Section 280G(b)(3) of the Code).

14.

Release in Favor of the TRB Corporate Group as a Condition Precedent . As a condition precedent to the actual payment by Employer to Executive of any amount otherwise payable under Section 9 of this Agreement, Executive must execute and deliver a full release (in the form attached hereto, which may be changed by the Company to comply with then-applicable law) in favor of TRB, TRCB, their respective affiliates and subsidiaries, and their respective officers and directors. Such release shall not affect (a) vested rights or interests; (b) claims arising under the release agreement, itself; or (c) claims not capable of release as a matter of law, including without limitation (i) workers compensation claims and (ii) claims for unemployment benefits. In the event the period for executing the release begins in one calendar year and ends in a subsequent calendar year, any payments contingent on the signing of such release shall be made in such subsequent calendar year. The release shall not be signed by Executive before the time that Executive’s employment terminates.

15.

Covenant Not to Compete . Executive agrees that if, and only if, (i) Executive is terminated by Employer with Cause; (ii) Executive resigns without Good Reason from his employment with Employer; or (iii) on or after a Change in Control, Executive is terminated without Cause or resigns for Good Reason and receives a CIC Lump Sum Payment; then for a period of twelve (12) months from the date when Executive’s employment with Employer ends, he shall not (a) become employed or retained by, directly or indirectly, any bank or other regulated financial services institution with an office or operating branch in any county in New Jersey within which TRCB or any other then existing subsidiary of TRB maintains an office or branch, which bank or institution (i) directly competes with TRCB or any other then existing subsidiary of TRB, and (ii) could reasonably be expected to materially adversely affect the revenues generated by TRCB or any other then existing subsidiary of TRB, or (b) solicit, entice or induce any person who, at any time during the one year period through such date was, or at any time during the period of twelve (12) months from the date when Executive’s employment with Employer ends is, either an employee of Employer in a senior managerial, operational or lending capacity, or a highly skilled employee with access to and responsibility for any confidential information, to become employed or engaged by Executive or any person, firm, company or association in which Executive has an interest; approach any such person for any such purpose; or authorize or knowingly approve the taking of such actions by any other person or entity. Executive acknowledges that the terms and conditions of this restrictive covenant are reasonable and necessary to protect TRB, its subsidiaries, and its affiliates, and that Employer’s tender of performance under this Agreement, including the payment of the CIC Lump Sum Payment, is fair, adequate and valid consideration in exchange for his promises under this Section 15 of this Agreement. Executive further acknowledges that his knowledge, skills and abilities are sufficient to permit him to earn a satisfactory livelihood without violating the provisions of this Section 15. Executive agrees that, should Employer reasonably conclude that Executive has failed to fully comply with all of the terms of this Section 15, Employer may apply to a court of competent jurisdiction for such equitable relief as Employer believes to be necessary and effective, and may pursue a claim against Executive for damages. Executive further agrees that Executive shall reimburse Employer for all legal fees incurred by Employer in (i) applying for and securing such equitable relief as is granted under the preceding sentence, and (ii) asserting and pursuing a claim for damages under the preceding sentence which is adjudicated wholly or partially in favor of Employer.

16.

Severance Compensation and Benefits not in Derogation of Other Benefits. Subject only to those particular terms of this Agreement to the contrary, 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 Executive now has or will have under any plans or programs of Employer including, but not limited to, any stock option plan, equity compensation plan, qualified retirement plan, 401(k) plan, or supplemental executive retirement plan maintained by Employer.

17.

Resignation from Board of Directors . In the event Executive’s employment under this Agreement is terminated for any reason, if applicable, Executive’s service as a Director of TRB and TRCB, and any affiliate or subsidiary thereof shall immediately terminate. This Section 17 shall constitute a resignation notice for such purposes.

18.

Miscellaneous .

General. This Agreement shall be the joint and several obligation of TRB and TRCB. 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. All compensation and benefits provided in this Agreement shall, to the extent required by law, be subject to federal, state and local tax withholding. Except as specifically set forth in this Agreement, this Agreement supersedes all prior agreements and understandings with respect to the matters covered hereby (including, without limitation, the Prior Employment Agreement). The amendment or termination of this Agreement may be made only in a writing executed by Employer and Executive, and no amendment or termination of this Agreement shall be effective unless and until made in such a writing. No waiver of any right, remedy or form of relief shall be implied from conduct or circumstance, but must instead be expressed clearly in a writing signed by the party against whom the purported waiver is sought. This Agreement shall be binding upon any successor (whether direct or indirect, by purchase, merge, consolidation, liquidation or otherwise) to the business, or all or substantially all of the assets, of TRB or TRCB (with such successor being defined as an “Acquiring Entity”). This Agreement is personal to Executive, and Executive may not assign any of his rights or duties hereunder, but those provisions of this Agreement which, by their terms, survive the death or disability of Executive shall be enforceable by the Executive’s legal representatives, executors or administrators. This Agreement may be executed in two 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. Employer shall, as part of any acquisition of Employer, the business of Employer, or all or substantially all of the assets of Employer obtain an enforceable assumption in writing by (i) the Acquiring Entity, or (ii) if the Acquiring Entity is a bank, the holding company parent of the Acquiring Entity of this Agreement and the obligations of Employer under this Agreement, and shall provide a copy of such assumption to the Executive.

Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of Executive's termination of employment with Employer, Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then Employer will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date which is six months following the termination of Executive's employment with Employer (or the earliest date which is permitted under Section 409A of the Code), and (ii) if any other payments of money or other benefits due to Executive under this Agreement could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner which is determined by the Board in consultation with Employer's professional advisers not to cause such an accelerated or additional tax. In the event that payments under this Agreement are deferred pursuant to this Section 17(b) in order to prevent any accelerated or additional tax under Section 409A of the Code, then such payments shall be paid at the time specified in this Section 17(b) without any interest. Employer shall consult with Executive in good faith regarding the implementation of this Section 17(b), PROVIDED, HOWEVER, that none of Employer, its directors, its employees or its advisors shall have any liability to Executive with respect to this Section 17(b).

Limitations Imposed by Applicable Law. Executive acknowledges that Employer's tender of performance under this Agreement may be limited, proscribed or prohibited by the applicable provisions of current and future statutory law, regulations and administrative pronouncements (collectively, “Limiting Law”). Employee agrees and acknowledges that only if, for so long as, and to the extent that any provision of Limiting Law is applicable to limit, proscribe or prohibit any payment which would otherwise be tendered to Executive under this Agreement or any benefit which would otherwise be conferred upon Executive under this Agreement, Employer shall be under no actual or implied obligation to, and shall not, tender to Executive or confer upon Executive, in the case of a prohibition, such payment or such benefit or, in the case of a limitation or proscription, only such portion of such payment or such benefit as is limited or proscribed. This Agreement shall be without binding effect to the extent of such limitation, proscription, or prohibition. The determination as to whether, and the extent to which, any provision of Limiting Law is applicable to limit, proscribe or prohibit any payment which would otherwise be tendered to Executive under this Agreement or any benefit which would otherwise be conferred upon Executive under this Agreement shall be made by Employer in consultation with its professional advisers. Executive shall execute and deliver any document or correspondence which is deemed by counsel to Employer to be necessary or in Employer's best interests to reaffirm Executive's agreement that the provisions of Limiting Law, to the extent of their applicability, supersede the terms and enforceability of this Agreement.

IN WITNESS WHEREOF, TRB and TRCB have caused this Agreement to be signed by their respective duly authorized representatives pursuant to the authority of their Boards of Directors, and Executive has personally executed this Agreement, all as of the day and year first written above.

WITNESS:


/s/ Meryl A. Russell	/s/ William D. Moss
	William D. Moss, individually


ATTEST:	TWO RIVER BANCORP


/s/ Robin Zager	By:	/s/ John J. Perri, Jr.
Secretary		Lead Director


ATTEST:	TWO RIVER COMMUNITY BANK


/s/ Robin Zager	By:	/s/ James M. Bollerman
Secretary		Lead Director

GENERAL RELEASE

This General Release of Claims (this “ Release ”) is provided by William D. Moss (“ Executive ”) to Two River Bancorp (“TRB”), a corporation organized under the laws of the state of New Jersey which serves as a bank holding company, with its principal office at 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724, Two River Community Bank (“TRCB” or “Employer”), a banking corporation organized under the laws of the state of New Jersey which is a wholly owned subsidiary of TRB, with its principal office at 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724, and the Released Parties as designated below, dated as of [DATE]. This Release is provided by Executive pursuant to a Change In Control Agreement made on and as of June 1, 2019 among Executive, TRB and TRCB (the “ Change in Control Agreement ”). TRB and TRCB are sometimes collectively referred to as the “Company”. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Change in Control Agreement.

1. Release of Claims .

(a) In exchange for Employer agreeing to make the Payments referred to in Section 2 below, less applicable withholding, Executive releases Employer and TRB, and their present, past and future officers, directors, agents, employees, shareholders, members, affiliates, subsidiaries, divisions, related companies, successors, predecessors, assigns, members, shareholders, investors, trustees, partners, agents, attorneys, and representatives (which collectively are referred to in this Agreement as “Released Parties”), from, and Executive waives, all suits, debts and claims that existed up to the time that Executive signs this Release, including but not limited to, everything arising from or in any way related to Executive’s employment with the Company and/or the termination of Employee’s employment with the Company (referred to in this Release as “Claims”). This Release and Executive’s release and waiver of Claims includes, but is not limited to, the following:

(1) All Claims against the Company and all companies and institutions related to or affiliated with the Company and the other Released Parties, and their successors, predecessors, officers, directors, agents, shareholders, members and employees,

(2) All Claims asserted and all Claims that could have been asserted in a lawsuit by Executive against the Company and all companies and institutions related to or affiliated with the Company and the other Released Parties, and their successors, predecessors, officers, directors, agents, shareholders, members and employees,

(3) All Claims of which Executive is now aware and all Claims of which Executive is not presently aware,

(4) All Claims that, through Executive, Executive’s heirs, executors or administrators have,

(5) All Claims arising under or relating to any policy, agreement, plan, understanding or promise, written or oral, formal or informal, between the Company or any of the other Releasees and Executive, including, but not limited to, the Change in Control Agreement,

(6) All Claims for attorney’s fees, and

(7) All Claims arising under common law or any local, state or federal law including, but not limited to, the Civil Rights Act of 1964, the Americans With Disabilities Act, the Equal Pay Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Worker Adjustment and Retraining Notification Act, the Fair Labor Standards Act, the Family and Medical Leave Act, the Genetic Information Nondiscrimination Act, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act, the New Jersey Family Leave Act, New Jersey Wage Payment Law, New Jersey Wage and Hour Law, all local, municipal, state and federal wage and hour laws, all local, municipal, state and federal “whistleblower” laws, all other laws affecting employment, and all amendments of those laws.

(b) Notwithstanding the foregoing, the Company and Executive recognize that nothing contained in this Section 1 shall in any way release or discharge: (i) Executive’s right to bring any Claim that cannot be waived under applicable law; (ii) Executive’s right to receive payment in accordance with the terms of the Change in Control Agreement; (iii) Executive’s right to enforce, or bring any Claim for breach of, the Change in Control Agreement; (iv) Executive’s right to receive Executive’s equity in the Company pursuant to the terms of the any equity award agreement, as applicable; (v) Executive’s right to any vested benefits to which Executive may be entitled under any retirement or pension plan of the Company or its subsidiaries, as applicable; or (vi) Executive’s right to bring any Claim for indemnification under any applicable directors and officers liability insurance policy or applicable state or federal law, as applicable (the “ Excluded Claims ”).

2. Attorney Consultation; Voluntary Agreement . Executive acknowledges that (i) the Company has advised Executive to consult with an attorney of Executive’s own choosing before signing this Release, (ii) Executive has been given the opportunity to seek the advice of counsel, (iii) Executive has carefully read and fully understands all of the provisions of this Release, (iv) the Release specifically applies to any rights or claims Executive may have against the Releasees under the Age Discrimination In Employment Act, (v) Executive is entering into this Release knowingly, freely and voluntarily in exchange for good and valuable consideration to which Executive is not otherwise entitled, including the provision of certain payment, and if applicable, benefits, set forth in Change in Control Agreement (the “ Payments ”), and (vi) Executive has the full power, capacity and authority to enter into this Release.

3. Period of Review and Revocation Rights .

(a) Executive understands and agrees that Executive has 45 days following Executive’s receipt of this Release to review this Release and its terms and to reflect upon them and consider whether Executive wants to sign it. Executive may not sign this Release prior to the Closing Date. Executive understands and agrees that Executive may accept this Release by signing and returning it within the applicable time frame to [NAME], [TITLE], [ENTITY NAME] at [MAILING ADDRESS] or by e-mail at [E-MAIL].

(b) Executive further acknowledges that Executive will have seven (7) calendar days following Executive’s execution of this Release within which to revoke this Release. If Executive chooses to revoke his consent to this Release, the revocation must be in writing and delivered to [NAME], [TITLE], [ENTITY NAME], at the address above no later than seven (7) calendar days after Executive has signed this Release. In the event of such revocation by Executive, this Release shall be null and void in its entirety and Executive will not receive the Payments. Provided that Executive does not revoke this Release, this Release shall become effective on the eighth (8th) calendar day following the date of Executive’s execution of this Release.

* * *

IN WITNESS WHEREOF, Executive has executed this Release on the date set forth below.

			EXECUTIVE


Date Executed:
			(Signature)



			(Printed Name)

Exhibit 10.2

CHANGE IN CONTROL AGREEMENT

THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”) is made on and as of the 1st day of June, 2019, by and between Two River Bancorp (“TRB”), a corporation organized under the laws of the state of New Jersey which serves as a bank holding company, with its principal office at 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724; Two River Community Bank (“TRCB” or “Employer”), a banking corporation organized under the laws of the state of New Jersey which is a wholly owned subsidiary of TRB, with its principal office at 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724; and A. Richard Abrahamian (“Executive”), whose business address is 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724. TRB and TRCB are sometimes collectively referred to as the “Company”.

BACKGROUND

WHEREAS , Executive, as of the date of this Agreement, is employed as the Executive Vice President and Chief Financial Officer of TRCB, and serves as the Executive Vice President and Chief Financial Officer of TRB; and

WHEREAS , the Board of Directors of TRB and TRCB (the “Board”) believes that the retention of Executive as the Executive Vice President and Chief Financial Officer of TRB and TRCB through and subsequent to the occurrence of a Change in Control event, as defined in this Agreement, is indispensable to TRB and TRCB; and

WHEREAS, TRB, TRCB and Executive entered into a Change in Control Agreement as of June 1, 2013, which was amended effective May 29, 2015, and May 31, 2017 (the “Prior CIC Agreement”); and

WHEREAS, TRB, TRCB and Executive wish to amend and restate the Prior CIC Agreement to conclusively establish the terms and conditions relative to Executive's retention through, and subsequent to, the occurrence of a Change in Control event.

NOW, THEREFORE , for good and valuable consideration, which the parties to this Agreement acknowledge to be legally sufficient, TRB, TRCB and Executive, intending to be legally bound, agree as follows:

Definitions

Cause . For purposes of this Agreement, “Cause”, with respect to the termination by Employer of Executive’s employment shall mean (i) the willful and continued failure by Executive to perform his duties for Employer under this Agreement after at least one warning in writing from the Board or its designee identifying specifically any such failure; (ii) willful misconduct of any type by Executive, including, but not limited to, the disclosure or improper use of confidential information which causes material injury to either or both of TRB or TRCB, as specified in a written notice to Executive from the Board or its designee; or (iii) the Executive’s conviction of a crime (other than a traffic violation), habitual drunkenness, current illegal use of a drug, or excessive absenteeism (other than for illness), after a warning (with respect to drunkenness or absenteeism only) in writing from the Board or its designee to refrain from such behavior. No act or failure to act on the part of Executive shall be considered to have been willful for purposes of clause (i) or (ii) of this Section 1a unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that the action or omission was in the best interest of TRB or Employer.

Change in Control . “ Change in Control ” shall mean the occurrence of any of the following events:

i. The sale or disposition by TRB of all of its stock in TRCB, or the sale or disposition by TRCB of substantially all of its assets;

Contract Period. “ Contract Period ” shall mean the period commencing the day immediately preceding a Change in Control and ending on the earlier of (i) the second anniversary of the Change in Control, or (ii) the death of the Executive.

Good Reason. When used with reference to a termination by Executive of his employment with Employer, “Good Reason” shall mean (a) any material breach by Employer of, or material failure of Employer to tender performance under, this Agreement, as well as (b) any of the following, if taken without Executive’s express written consent, but only if, and to the extent that, such action or failure to act by Employer constitutes a “material negative change”, within the meaning of Treas. Reg. Sec. 1.409A-1(n)(2)(i), to Executive in his relationship with the Employer so as to result in the termination by Executive of his employment relationship with Employer for “Good Reason” being an “involuntary separation from service” within the meaning of Treas. Reg. Sec. 1.409A-1(n):

i. The material diminution of Executive’s current functions.

ii. A reduction by Employer in Executive’s annual Base Compensation as in effect immediately prior to a Change in Control.

iii. Any transfer by Employer of Executive to another geographic location which is either outside of New Jersey or more than 50 miles from his office location.

Employment. The Employer hereby agrees to employ the Executive, and the Executive hereby agrees to accept employment, during the Contract Period upon the terms and conditions set forth herein. TRCB and TRB may, at any time and in the exercise of their sole discretion, transfer the Executive’s employment relationship from TRCB to TRB, or from TRB to TRCB. The transfer of the Executive’s employment relationship between TRCB and TRB shall not be deemed to be either an actual or constructive termination of the Executive or “Good Reason” for any purpose of this Agreement, and the Executive’s employment shall be deemed to have continued without interruption for all purposes of this Agreement.

Position. During the Contract Period, Executive shall be employed as the Executive Vice President and Chief Financial Officer of TRCB or such other corporate or divisional profit center as shall then be the principal successor to the business, assets and properties of TRCB, with the same title and the same duties and responsibilities as before the Change in Control. Executive shall devote his full time and attention to the business of Employer, and shall not during the Contract Period be engaged in any other business activity. This Section shall not be construed as preventing Executive from managing any investments of his which do not require any involvement on his part in the operation of such investments, serving as a trustee or director of any nonprofit entity so long as such service does not interfere with Executive's function or performance as the Executive Vice President and Chief Financial Officer of TRB andTRCB, or, with the prior approval of the Board, serving as a director of any unaffiliated business entity.

Compensation. Employer shall pay to Executive compensation for his services during the Contract Period as follows:

Base Compensation. The base compensation shall be equal to such annual compensation, including both salary and bonus, as was paid to or accrued by, or for the benefit of, the Executive in the twelve (12) months immediately prior to the Change in Control. The annual salary portion of base compensation shall be payable in installments in accordance with the Employer’s usual payroll method. The bonus shall be payable at the time and in the manner as to which the Employer paid such bonuses prior to the Change in Control. Any increase in the Executive’s annual compensation pursuant to Section 4(b) below, or otherwise, shall automatically and permanently increase the base compensation.

Annual Increase. During the Contract Period, the Compensation Committee of the Board and the Board shall review Executive’s compensation on an annual basis. The Board may, in the exercise of its discretion, award Executive increased compensation to reflect the impact of inflation, his performance, Employer's financial performance, and competitive compensation levels, all as determined in the sole discretion of the Board. Any increase in compensation may take any form, including but not limited to an increase in annual salary.

Expenses and Fringe Benefits. 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 Employer in the same manner and to the same extent as such expenses were previously reimbursed to him immediately prior to the Change in Control, PROVIDED, HOWEVER, that if the deduction by Employer for federal income tax purposes of any expense which is incurred by Executive and reimbursed to Executive by Employer is disallowed as a result of not being an ordinary and necessary business expense under the then current version of Section 162 of the Internal Revenue Code, then Executive shall repay the amount of such reimbursed expense to Employer; AND FURTHER PROVIDED that, notwithstanding the foregoing clause of this sentence, Executive shall not be obligated to repay to Employer any business expense incurred by him and reimbursed to him by the Bank the deductibility of which is prohibited or limited by the application of a specific statutory, regulatory or administrative principle, and which would otherwise be deductible to Employer as an ordinary and necessary business expense under the then current version of Section 162 of the Internal Revenue Code. Executive consents to the withholding by Employer of any such amount from that paycheck of Executive which immediately succeeds the final disallowance by the Internal Revenue Service of the deduction of such reimbursed expense, but only if the withholding of such amount would not violate applicable wage and hour laws. If prior to the Change in Control, the Executive was entitled to the use of an automobile, he shall be entitled to the same use of an automobile at least comparable to the automobile provided to him prior to the Change in Control, and he shall be entitled to vacations and sick days, in accordance with the practices and procedures of the Employer, as such existed immediately prior to the Change in Control. During the Contract Period the Executive also shall be entitled to hospital, health, medical and life insurance, and any other benefits enjoyed, from time to time, by executive officers of the Employer, all upon terms as favorable as those enjoyed by other executive officers of the Employer. Notwithstanding anything in this Section to the contrary, if Employer adopts any change in the expenses allowed to, or fringe benefits provided for, executive officers of Employer, and such policy is uniformly applied to all executive officers of Employer, then no such change in policy shall be deemed to be a violation of this provision.

Termination for Cause. Employer shall have the right to terminate Executive for Cause at any time during the Contract Period, upon written notice to him which shall specify the reasons for the termination. In the event of termination for Cause, Executive shall be entitled only to such Base Compensation which has accrued but not been paid to the date of termination, but shall not be entitled to any further benefits under this Agreement, or the payment of any additional amounts under this Agreement. This Agreement, except for Section 11, shall terminate ipso facto upon any termination of Executive's employment for Cause.

Disability. During the Contract Period, if the Executive becomes permanently disabled, or is unable to perform his duties hereunder for six consecutive months in any 18-month period, Employer 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 Employer may obtain for the benefit of its senior officers generally.

Death Benefits. Upon the Executive’s death during the Contract Period, the Executive shall be entitled to the benefits of any life insurance policy or supplemental executive retirement plan paid for, or maintained by, the Employer, but his estate shall not be entitled to any further benefits under this Agreement; PROVIDED, HOWEVER, that if either (i) at the time of Executive’s death; facts which constituted “Good Reason” within the meaning of Section 1d. of this Agreement existed, which facts would have allowed for Employee’s resignation with Good Reason under Section 9 of this Agreement had Executive not died, or (ii) Employer had, prior to Executive’s death, given Executive notice of Executive’s termination without Cause as required by the first full paragraph of Section 9 of this Agreement, then Executive’s death shall be conclusively deemed to be a termination without Cause and Executive’s estate shall be paid the full amount determined by application of Section 9 of this Agreement on that date which is sixty (60) days after Executive’s death, but only upon the execution and delivery by Executive’s representative(s) of a binding release which is satisfactory in enforceability, form and substance to Employer and Employer’s counsel.

Termination without Cause or Resignation for Good Reason.

Severance . Employer may terminate Executive without Cause during the Contract Period upon four weeks’ prior written notice to Executive, and Executive may resign for Good Reason during the Contract Period, but only in full accordance with the terms of the second full paragraph of this Section 9a. If Employer terminates Executive’s employment during the Contract Period without Cause or if Executive resigns during the Contract Period for Good Reason in full accordance with the terms of the second full paragraph of this Section 9a, Employer shall, subject to Executive’s full and timely tender of performance under Section 14 of this Agreement, pay to Executive (except as stated in the next sentence) on that date which is ninety (90) days after the termination of his employment a lump sum equal to two (2) times the highest annual compensation, including only salary and cash bonus, paid to Executive during any of the three calendar years immediately prior to the Change in Control (the “Lump Sum Payment”). If on the date that is 90 days after termination of Executive’s employment, Executive has signed the Company’s require release document, but the time that Executive may revoke the release document has not expired, payment will be made after the time to revoke has expired.

Executive may not resign with Good Reason, and shall not be considered to have done so for any purpose of this Agreement, unless (i) Executive, within sixty (60) days of the initial existence of the act or failure to act by Employer which Executive believes to constitute “Good Reason” within the meaning of this Agreement, provides Employer with written notice which describes, in particular detail, the act or failure to act which Executive believes to constitute “Good Reason” and identifies the particular clause of Section 1d of this Agreement which Executive contends is applicable to such act or failure to act; (ii) Employer, within thirty (30) days of its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by Executive of his employment relationship with Employer, and (iii) Executive actually resigns from his employment with Employer on or before that date which is exactly six (6) calendar months after the initial existence of the act or failure to act by Employer which constitutes “Good Reason” within the meaning of this Agreement. If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by Executive of his employment with Employer shall not be deemed to have been for “Good Reason”; he shall not be entitled to any of the benefits to which he would have been entitled if he had resigned his employment with Employer for “Good Reason”; and, in particular, Employer shall not be required to pay any amount which would otherwise have been due to Executive under this Section 9 of this Agreement had Executive resigned with “Good Reason”.

Medical Benefits Continuation . If, in accordance with and pursuant to this Section 9 of this Agreement, either (i) Employer terminates Executive without Cause or (ii) Executive resigns for Good Reason, in either case during the Contract Period (a “Benefits Continuation Event”), then Employer shall, for the remainder of the Contract Period (the “Continuing Coverage Period”), either provide Executive with continued benefits under, or defray the cost of continued benefits which are comparable to those provided by, those medical and dental benefit plans, life insurance plans, and disability insurance plans (the “Continuing Coverage Plans”) which are sponsored by Employer and in which Executive is a participant as of the date of the termination of Executive's employment.

To the extent that the terms of any of the Continuing Coverage Plans are such that the actual participation of Executive cannot be continued after a Benefits Continuation Event, then Employer shall, for the duration of the Continuing Coverage Period, provide Executive with a periodic payment, or periodic payments, in that amount or those amounts which Employer determines in the exercise of its reasonable discretion and in good faith to be fully sufficient to defray the cost to Executive of participation in plans which provide benefits that are materially identical to those benefits provided by those Continuing Coverage Plans in which, by their terms, Executive cannot continue to participate subsequent to the termination of Executive's employment. Any such payment or payments shall be defined as Coverage Continuation Reimbursement Payments. Executive and Employer specifically agree that the reimbursement by Employer through the Continuing Coverage Period of the full monthly COBRA amount which would, in the absence of this Agreement, be charged to Executive for continuing coverage under the medical benefits plan sponsored by Employer, and in which Executive is a participant as of the termination of Executive's employment, shall constitute full tender of performance under this Agreement with respect to such medical benefits plan. All Coverage Continuation Reimbursement Payments shall be paid by Employer to Executive five (5) days prior to the date when the expense to be reimbursed is due and payable by Executive.

If at any time during the Continuing Coverage Period, Executive becomes employed by another employer which provides one or more of the benefits provided under the Continuing Coverage Plans, then Employer shall, immediately and from the date when such benefits are made available to the Executive by the successor employer, be relieved of its obligation to provide such benefits, or Coverage Continuation Reimbursement Payments for such benefits, to the extent such benefits are duplicative of those which are provided to Executive by Executive’s new employer. Executive shall notify Employer at such time as Executive becomes employed by any successor employer, and shall provide Employer with such information pertaining to the employee benefit plans of the successor employer as is sufficient for Employer to reach a conclusion as to whether the preceding sentence is applicable. Any failure by Executive to provide such information to Employer on a timely basis shall give rise to a claim by Employer against Executive for (i) the entire aggregate cost of those benefits provided under the Continuing Coverage Plans and those Coverage Continuation Reimbursement Payments which Employer would not have been obligated to provide or tender had the information required under the preceding sentence been provided to Employer on a timely basis, and (ii) legal fees incurred by Employer in asserting a claim against Executive under this sentence.

Automobile Use . If Employer has provided an automobile allowance to Executive’s use and if (i) Employer terminates Executive without Cause during the term of this Agreement; (ii) Executive resigns with Good Reason during the term of this Agreement; or (iii) Employer terminates Executive’s employment under Section 7 of this Agreement by reason of Executive’s disability during the term of this Agreement, then Employer shall, for the remainder of the Contract Period, continue to provide Executive with the automobile allowance in the same amount as provided prior to the Executive’s resignation or termination.

No duty to Mitigate and Legal Fees. Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by Employer of his employment without Cause or a resignation for Good Reason during the Contract Period. If Employer fails to pay Executive the Lump Sum Payment or to provide him with the benefits due under this section, Executive, after giving ten (10) days’ written notice to Employer identifying Employer’s failure, shall be entitled to recover from Employer all of his reasonable legal fees and expenses incurred in connection with his enforcement against Employer of the terms of this Agreement. Employer agrees to pay such legal fees and expenses to Executive on demand. Executive shall be denied payment of his legal fees and expenses only if a court finds that Executive sought payment of such fees without reasonable cause and in bad faith. Notwithstanding any term of this Section 9 to the contrary, if at such time as payment of the Lump Sum Payment would otherwise be due under this Section 9 of this Agreement Employer and Executive are opposing parties to any litigation, then (i) Employer need not tender payment to Executive of such Lump Sum Payment, or provide Executive with any other payment or benefit which would otherwise be made to or conferred upon Executive under this Agreement, until such time as such litigation is resolved with finality, and then only in accordance with the applicable terms of the resolution of such litigation, and (ii) Executive may not recover any legal fees from Employer under this paragraph of this Section 9, and may recover only such legal fees, if any, as are to be paid by Employer under the applicable terms of the resolution of such litigation.

10.

Resignation without Good Reason. Executive shall be entitled to resign from the employment of Employer at any time during the Contract Period without Good Reason, but upon such resignation, Executive shall not be entitled to any additional compensation for the time after which he ceases to be employed by Employer, and shall not be entitled to any of the payments or other benefits which would otherwise be provided to Executive under this Agreement. No such resignation shall be effective unless in writing with four weeks’ notice thereof. For all purposes of this Agreement, the retirement by Executive from his employment with Employer shall be deemed to be a resignation by Executive without Good Reason.

11.

Non-Disclosure of Confidential Information.

Non-Disclosure of Confidential Information. Except in the course of his employment with Employer and in pursuit of the business of TRB, TRCB or any of their subsidiaries or affiliates, Executive shall not, at any time during or following the term of this Agreement or the Contract Period, disclose or use for any purpose any confidential information or proprietary data of TRB, TRCB or any of their respective subsidiaries or affiliates. Executive agrees that, among other things, all information concerning the identity of, and TRB’s and TRCB’s relations with, their respective customers is confidential and proprietary information.

Survival. This Section 11 shall survive the termination of the Executive’s employment hereunder, the expiration of this Agreement, and the expiration of the Contract Period.

12.

Term and Effect Prior to Change in Control.

Term. Except as otherwise provided for hereunder, this Agreement shall commence on the date hereof and shall remain in effect until May 31, 2021 (the “Term”) or until the end of the Contract Period, whichever is later.

No Effect Prior to Change in Control. This Agreement shall not, in any respect, affect any rights of the Employer or the Executive prior to a Change in Control or any rights of the Executive granted in any other agreement, plan or arrangements. The rights, duties and benefits provided hereunder shall only become effective upon the occurrence of a Change in Control, as defined in this Agreement. If the employment of the Executive by the Employer is terminated for any reason prior to a Change in Control, this Agreement shall thereafter be of no further force and effect.

13.

14.

Release in Favor of the TR B Corporate Group as a Condition Precedent . As a condition precedent to the actual payment by Employer to Executive of any amount otherwise payable under Section 9 of this Agreement, Executive must execute and deliver a full release (in the form attached hereto, which may be changed by the Company to comply with then-applicable law) in favor of TRB, TRCB, their respective affiliates and subsidiaries, and their respective officers and directors. Such release shall not affect (a) vested rights or interests; (b) claims arising under the release agreement, itself; or (c) claims not capable of release as a matter of law, including without limitation (i) workers compensation claims and (ii) claims for unemployment benefits. In the event the period for executing the release begins in one calendar year and ends in a subsequent calendar year, any payments contingent on the signing of such release shall be made in such subsequent calendar year. The release shall not be signed by Executive before the time that Executive’s employment terminates.

15.

Covenant Not to Compete . Executive agrees that for a period of twelve (12) months from the date when the Lump Sum Payment is made to the Executive under this Agreement, he shall not (i) become employed or retained by, directly or indirectly, any bank or other regulated financial services institution with an office or operating branch in any county in New Jersey within which TRCB or any other then existing subsidiary of TRB maintains an office or branch, or (ii) solicit, entice or induce any person who, at any time during the one year period through such date was, or at any time during the period of twelve (12) months from the date when the Lump Sum Payment is made is, either an employee of Employer in a senior managerial, operational or lending capacity, or a highly skilled employee with access to and responsibility for any confidential information, to become employed or engaged by Executive or any person, firm, company or association in which Executive has an interest; approach any such person for any such purpose; or authorize or knowingly approve the taking of such actions by any other person or entity. Executive acknowledges that the terms and conditions of this restrictive covenant are reasonable and necessary to protect TRB, its subsidiaries, and its affiliates, and that Employer’s tender of performance under this Agreement, including the Lump Sum Payment, is fair, adequate and valid consideration in exchange for his promises under this Section 15 of this Agreement. Executive further acknowledges that his knowledge, skills and abilities are sufficient to permit him to earn a satisfactory livelihood without violating the provisions of this Section 15. Executive agrees that, should Employer reasonably conclude that Executive has failed to fully comply with all of the terms of this Section 15, Employer may apply to a court of competent jurisdiction for such equitable relief as Employer believes to be necessary and effective, and may pursue a claim against Executive for damages. Executive further agrees that Executive shall reimburse Employer for all legal fees incurred by Employer in (i) applying for and securing such equitable relief as is granted under the preceding sentence, and (ii) asserting and pursuing a claim for damages under the preceding sentence which is adjudicated wholly or partially in favor of Employer.

16.

17 .

Miscellaneous.

General. This Agreement shall be the joint and several obligation of TRB, TRCB and any acquiring entity which assumes TRB’s or the TRCB’s obligations under this Agreement. 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. All compensation and benefits provided in this Agreement shall, to the extent required by law, be subject to federal, state and local tax withholding. Except as specifically set forth in this Agreement, this Agreement supersedes all prior agreements and understandings with respect to the matters covered hereby (including, without limitation, the Prior CIC Agreement). The amendment or termination of this Agreement may be made only in a writing executed by TRB, TRCB 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 to the extent of its applicability upon any successor (whether direct or indirect, by purchase, merge, consolidation, liquidation or otherwise) to all or substantially all of the assets of TRB or TRCB. 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 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. TRB or TRCB, as the case may be, shall, as part of any Change in Control involving an acquiring entity or successor to TRB or TRCB, obtain an enforceable assumption in writing by (i) the entity which is the acquiring entity or successor to TRB or TRCB, as the case may be, in the Change in Control and, (ii) if the acquiring entity or successor to TRB or TRCB, as the case may be, is a bank, the holding company parent of the acquiring entity or successor, of this Agreement and the obligations of TRB or TRCB, as the case may be, under this Agreement, and shall provide a copy of such assumption to the Executive prior to any Change in Control. Throughout this Agreement, the masculine form of any pronoun shall be interpreted to refer to the feminine form of such pronoun, it being the intention of the parties that this Agreement be interpreted in a gender neutral manner.

Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of Executive's termination of employment with Employer, Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then Employer will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date which is six months following the termination of Executive's employment with Employer (or the earliest date which is permitted under Section 409A of the Code), and (ii) if any other payments of money or other benefits due to Executive under this Agreement could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner which is determined by the Board in consultation with Employer's professional advisers not to cause such an accelerated or additional tax. In the event that payments under this Agreement are deferred pursuant to this Section 17(b) in order to prevent any accelerated or additional tax under Section 409A of the Code, then such payments shall be paid at the time specified in this Section 17(b) without any interest. Employer shall consult with Executive in good faith regarding the implementation of this Section 17(b); PROVIDED, HOWEVER, that none of Employer, its directors, its employees or its advisors shall have any liability to Executive with respect to this Section 17(b).

Limitations Imposed by Applicable Law. Executive acknowledges that Employer's tender of performance under this Agreement may be limited, proscribed or prohibited by the applicable provisions of current and future statutory law, regulations and administrative pronouncements (collectively, “Limiting Law”). Executive agrees and acknowledges that only if, for so long as, and to the extent that any provision of Limiting Law is applicable to limit, proscribe or prohibit any payment which would otherwise be tendered to Executive under this Agreement or any benefit which would otherwise be conferred upon Executive under this Agreement, Employer shall be under no actual or implied obligation to, and shall not, tender to Executive or confer upon Executive, in the case of a prohibition, such payment or such benefit or, in the case of a limitation or proscription, shall tender only such portion of such payment or such benefit as is limited or proscribed. This Agreement shall be without binding effect to the extent of such limitation, proscription, or prohibition. The determination as to whether, and the extent to which, any provision of Limiting Law is applicable to limit, proscribe or prohibit any payment which would otherwise be tendered to Executive under this Agreement or any benefit which would otherwise be conferred upon Executive under this Agreement shall be made by Employer in consultation with its professional advisers. Executive shall execute and deliver any document or correspondence which is deemed by counsel to Employer to be necessary or in Employer's best interests to reaffirm Executive's agreement that the provisions of Limiting Law, to the extent of their applicability, supersede the terms and enforceability of this Agreement.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, TRB and TRCB have caused this Change in Control Agreement to be signed by their respective duly authorized representatives pursuant to the authority of their Boards of Directors, and Executive has personally executed this Agreement, all as of the day and year first written above.

WITNESS:


/s/ Meryl A. Russell	/s/ A. Richard Abrahamian
	A. Richard Abrahamian, individually



ATTEST:	TWO RIVER BANCORP



/s/ Robin Zager	By:	/s/ William D. Moss
Robin Zager, Secretary		William D. Moss
		Chief Executive Officer



ATTEST:	TWO RIVER COMMUNITY BANK



/s/ Robin Zager	By:	/s/ William D. Moss
Robin Zager, Secretary		William D. Moss
		Chief Executive Officer

GENERAL RELEASE

This General Release of Claims (this “ Release ”) is provided by A. Richard Abrahamian (“ Executive ”) to Two River Bancorp (“TRB”), a corporation organized under the laws of the state of New Jersey which serves as a bank holding company, with its principal office at 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724, Two River Community Bank (“TRCB” or “Employer”), a banking corporation organized under the laws of the state of New Jersey which is a wholly owned subsidiary of TRB, with its principal office at 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724, and the Released Parties as designated below, dated as of [DATE]. This Release is provided by Executive pursuant to a Change In Control Agreement made on and as of June 1, 2019 among Executive, TRB and TRCB (the “ Change in Control Agreement ”). TRB and TRCB are sometimes collectively referred to as the “Company”. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Change in Control Agreement.

1. Release of Claims .

(3) All Claims of which Executive is now aware and all Claims of which Executive is not presently aware,

(4) All Claims that, through Executive, Executive’s heirs, executors or administrators have,

(6) All Claims for attorney’s fees, and

3. Period of Review and Revocation Rights .

* * *

IN WITNESS WHEREOF, Executive has executed this Release on the date set forth below.

			EXECUTIVE


Date Executed:
			(Signature)



			(Printed Name)

Exhibit 10.3

CHANGE IN CONTROL AGREEMENT

THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”) is made on and as of the 1st day of June, 2019, by and between Two River Bancorp (“TRB”), a corporation organized under the laws of the state of New Jersey which serves as a bank holding company, with its principal office at 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724; Two River Community Bank (“TRCB” or “Employer”), a banking corporation organized under the laws of the state of New Jersey which is a wholly owned subsidiary of TRB, with its principal office at 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724; and Anthony A. Mero (“Executive”), whose business address is 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724. TRB and TRCB are sometimes collectively referred to as the “Company”.

BACKGROUND

WHEREAS , Executive, as of the date of this Agreement, is employed as the Executive Vice President and Chief Operating Officer of TRCB; and

WHEREAS , the Board of Directors of TRB and TRCB (the “Board”) believes that the retention of Executive as the Executive Vice President and Chief Operating Officer of TRCB through and subsequent to the occurrence of a Change in Control event, as defined in this Agreement, is indispensable to TRB and TRCB; and

WHEREAS, TRB, TRCB and Executive entered into a Change in Control Agreement as of June 1, 2018 (the “Prior CIC Agreement”); and

Definitions

Cause . For purposes of this Agreement, “Cause”, with respect to the termination by Employer of Executive’s employment shall mean (i) the willful and continued failure by Executive to perform his duties for Employer under this Agreement after at least one warning in writing from the Board or its designee identifying specifically any such failure; (ii) willful misconduct of any type by Executive, including, but not limited to, the disclosure or improper use of confidential information which causes material injury to either or both of TRB or TRCB, as specified in a written notice to Executive from the Board or its designee; or (iii) the Executive’s conviction of a crime (other than a traffic violation), habitual drunkenness, current illegal use of a drug, or excessive absenteeism (other than for illness), after a warning (with respect to drunkenness or absenteeism only) in writing from the Board or its designee to refrain from such behavior. No act or failure to act on the part of Executive shall be considered to have been willful for purposes of clause (i) or (ii) of this Section 1a unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that the action or omission was in the best interest of TRB or Employer.

Change in Control . “ Change in Control ” shall mean the occurrence of any of the following events:

i. The sale or disposition by TRB of all of its stock in TRCB, or the sale or disposition by TRCB of substantially all of its assets;

Good Reason. When used with reference to a termination by Executive of his employment with Employer, “Good Reason” shall mean (a) any material breach by Employer of, or material failure of Employer to tender performance under, this Agreement, as well as (b) any of the following, if taken without Executive’s express written consent, but only if, and to the extent that, such action or failure to act by Employer constitutes a “material negative change”, within the meaning of Treas. Reg. Sec. 1.409A-1(n)(2)(i), to Executive in his relationship with the Employer so as to result in the termination by Executive of his employment relationship with Employer for “Good Reason” being an “involuntary separation from service” within the meaning of Treas. Reg. Sec. 1.409A-1(n):

i. The material diminution of Executive’s current functions.

ii. A reduction by Employer in Executive’s annual Base Compensation as in effect immediately prior to a Change in Control.

iii. Any transfer by Employer of Executive to another geographic location which is either outside of New Jersey or more than 50 miles from his office location.

Position. During the Contract Period, Executive shall be employed as the Executive Vice President and Chief Operating Officer of TRCB or such other corporate or divisional profit center as shall then be the principal successor to the business, assets and properties of TRCB, with the same title and the same duties and responsibilities as before the Change in Control. Executive shall devote his full time and attention to the business of Employer, and shall not during the Contract Period be engaged in any other business activity. This Section shall not be construed as preventing Executive from managing any investments of his which do not require any involvement on his part in the operation of such investments, serving as a trustee or director of any nonprofit entity so long as such service does not interfere with Executive's function or performance as the Executive Vice President and Chief Operating Officer of TRCB, or, with the prior approval of the Board, serving as a director of any unaffiliated business entity.

Compensation. Employer shall pay to Executive compensation for his services during the Contract Period as follows:

Termination without Cause or Resignation for Good Reason.

Severance . Employer may terminate Executive without Cause during the Contract Period upon four weeks’ prior written notice to Executive, and Executive may resign for Good Reason during the Contract Period, but only in full accordance with the terms of the second full paragraph of this Section 9a. If Employer terminates Executive’s employment during the Contract Period without Cause or if Executive resigns during the Contract Period for Good Reason in full accordance with the terms of the second full paragraph of this Section 9a, Employer shall, subject to Executive’s full and timely tender of performance under Section 14 of this Agreement, pay to Executive on (except as stated in the next sentence) that date which is ninety (90) days after the termination of his employment a lump sum equal to two (2) times the highest annual compensation, including only salary and cash bonus, paid to Executive during any of the three calendar years immediately prior to the Change in Control (the “Lump Sum Payment”). If on the date that is 90 days after termination of Executive’s employment, Executive has signed the Company’s require release document, but the time that Executive may revoke the release document has not expired, payment will be made after the time to revoke has expired.

Executive may not resign with Good Reason, and shall not be considered to have done so for any purpose of this Agreement, unless (i) Executive, within sixty (60) days of the initial existence of the act or failure to act by Employer which Executive believes to constitute “Good Reason” within the meaning of this Agreement, provides Employer with written notice which describes, in particular detail, the act or failure to act which Executive believes to constitute “Good Reason” and identifies the particular clause of Section 1d of this Agreement which Executive contends is applicable to such act or failure to act; (ii) Employer, within thirty (30) days of its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by Executive of his employment relationship with Employer, and (iii) Executive actually resigns from his employment with Employer on or before that date which is exactly six (6) calendar months after the initial existence of the act or failure to act by Employer which constitutes “Good Reason” within the meaning of this Agreement. If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by Executive of his employment with Employer shall not be deemed to have been for “Good Reason”; he shall not be entitled to any of the benefits to which he would have been entitled if he had resigned his employment with Employer for “Good Reason”; and, in particular, Employer shall not be required to pay any amount which would otherwise have been due to Executive under this Section 9 of this Agreement had Executive resigned with “Good Reason”.

To the extent that the terms of any of the Continuing Coverage Plans are such that the actual participation of Executive cannot be continued after a Benefits Continuation Event, then Employer shall, for the duration of the Continuing Coverage Period, provide Executive with a periodic payment, or periodic payments, in that amount or those amounts which Employer determines in the exercise of its reasonable discretion and in good faith to be fully sufficient to defray the cost to Executive of participation in plans which provide benefits that are materially identical to those benefits provided by those Continuing Coverage Plans in which, by their terms, Executive cannot continue to participate subsequent to the termination of Executive's employment. Any such payment or payments shall be defined as Coverage Continuation Reimbursement Payments. Executive and Employer specifically agree that the reimbursement by Employer through the Continuing Coverage Period of the full monthly COBRA amount which would, in the absence of this Agreement, be charged to Executive for continuing coverage under the medical benefits plan sponsored by Employer, and in which Executive is a participant as of the termination of Executive's employment, shall constitute full tender of performance under this Agreement with respect to such medical benefits plan. All Coverage Continuation Reimbursement Payments shall be paid by Employer to Executive five (5) days prior to the date when the expense to be reimbursed is due and payable by Executive.

If at any time during the Continuing Coverage Period, Executive becomes employed by another employer which provides one or more of the benefits provided under the Continuing Coverage Plans, then Employer shall, immediately and from the date when such benefits are made available to the Executive by the successor employer, be relieved of its obligation to provide such benefits, or Coverage Continuation Reimbursement Payments for such benefits, to the extent such benefits are duplicative of those which are provided to Executive by Executive’s new employer. Executive shall notify Employer at such time as Executive becomes employed by any successor employer, and shall provide Employer with such information pertaining to the employee benefit plans of the successor employer as is sufficient for Employer to reach a conclusion as to whether the preceding sentence is applicable. Any failure by Executive to provide such information to Employer on a timely basis shall give rise to a claim by Employer against Executive for (i) the entire aggregate cost of those benefits provided under the Continuing Coverage Plans and those Coverage Continuation Reimbursement Payments which Employer would not have been obligated to provide or tender had the information required under the preceding sentence been provided to Employer on a timely basis, and (ii) legal fees incurred by Employer in asserting a claim against Executive under this sentence.

Automobile Use . If Employer has provided an automobile allowance to Executive and if (i) Employer terminates Executive without Cause during the term of this Agreement; (ii) Executive resigns with Good Reason during the term of this Agreement; or (iii) Employer terminates Executive’s employment under Section 7 of this Agreement by reason of Executive’s disability during the term of this Agreement, then Employer shall, for the remainder of the Contract Period, continue to provide Executive with the automobile allowance in the same amount as provided prior to the Executive’s resignation or termination.

10.

11.

Non-Disclosure of Confidential Information.

Non-Disclosure of Confidential Information. Except in the course of his employment with Employer and in pursuit of the business of TRB, TRCB or any of their subsidiaries or affiliates, Executive shall not, at any time during or following the term of this Agreement or the Contract Period, disclose or use for any purpose any confidential information or proprietary data of TRB, TRCB or any of their respective subsidiaries or affiliates. Executive agrees that, among other things, all information concerning the identity of, and TRB’s and TRCB’s relations with, their respective customers is confidential and proprietary information.

Survival. This Section 11 shall survive the termination of the Executive’s employment hereunder, the expiration of this Agreement, and the expiration of the Contract Period.

12.

Term and Effect Prior to Change in Control.

13.

14.

15.

16.

17 .

Miscellaneous.

Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of Executive's termination of employment with Employer, Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then Employer will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date which is six months following the termination of Executive's employment with Employer (or the earliest date which is permitted under Section 409A of the Code), and (ii) if any other payments of money or other benefits due to Executive under this Agreement could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner which is determined by the Board in consultation with Employer's professional advisers not to cause such an accelerated or additional tax. In the event that payments under this Agreement are deferred pursuant to this Section 17(b) in order to prevent any accelerated or additional tax under Section 409A of the Code, then such payments shall be paid at the time specified in this Section 17(b) without any interest. Employer shall consult with Executive in good faith regarding the implementation of this Section 17(b); PROVIDED, HOWEVER, that none of Employer, its directors, its employees or its advisors shall have any liability to Executive with respect to this Section 17(b).

Limitations Imposed by Applicable Law. Executive acknowledges that Employer's tender of performance under this Agreement may be limited, proscribed or prohibited by the applicable provisions of current and future statutory law, regulations and administrative pronouncements (collectively, “Limiting Law”). Executive agrees and acknowledges that only if, for so long as, and to the extent that any provision of Limiting Law is applicable to limit, proscribe or prohibit any payment which would otherwise be tendered to Executive under this Agreement or any benefit which would otherwise be conferred upon Executive under this Agreement, Employer shall be under no actual or implied obligation to, and shall not, tender to Executive or confer upon Executive, in the case of a prohibition, such payment or such benefit or, in the case of a limitation or proscription, shall tender only such portion of such payment or such benefit as is limited or proscribed. This Agreement shall be without binding effect to the extent of such limitation, proscription, or prohibition. The determination as to whether, and the extent to which, any provision of Limiting Law is applicable to limit, proscribe or prohibit any payment which would otherwise be tendered to Executive under this Agreement or any benefit which would otherwise be conferred upon Executive under this Agreement shall be made by Employer in consultation with its professional advisers. Executive shall execute and deliver any document or correspondence which is deemed by counsel to Employer to be necessary or in Employer's best interests to reaffirm Executive's agreement that the provisions of Limiting Law, to the extent of their applicability, supersede the terms and enforceability of this Agreement.

[Remainder of page intentionally left blank.]

WITNESS:


/s/ Meryl A. Russell	/s/ Anthony Mero
	Anthony Mero, individually



ATTEST:	TWO RIVER BANCORP



/s/ Robin Zager	By:	/s/ William D. Moss
Robin Zager, Secretary		William D. Moss
		Chief Executive Officer



ATTEST:	TWO RIVER COMMUNITY BANK



/s/ Robin Zager	By:	/s/ William D. Moss
Robin Zager, Secretary		William D. Moss
		Chief Executive Officer

GENERAL RELEASE

This General Release of Claims (this “ Release ”) is provided by Anthony Mero (“ Executive ”) to Two River Bancorp (“TRB”), a corporation organized under the laws of the state of New Jersey which serves as a bank holding company, with its principal office at 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724, Two River Community Bank (“TRCB” or “Employer”), a banking corporation organized under the laws of the state of New Jersey which is a wholly owned subsidiary of TRB, with its principal office at 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724, and the Released Parties as designated below, dated as of [DATE]. This Release is provided by Executive pursuant to a Change In Control Agreement made on and as of June 1, 2019 among Executive, TRB and TRCB (the “ Change in Control Agreement ”). TRB and TRCB are sometimes collectively referred to as the “Company”. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Change in Control Agreement.

1. Release of Claims .

(3) All Claims of which Executive is now aware and all Claims of which Executive is not presently aware,

(4) All Claims that, through Executive, Executive’s heirs, executors or administrators have,

(6) All Claims for attorney’s fees, and

3. Period of Review and Revocation Rights .

* * *

IN WITNESS WHEREOF, Executive has executed this Release on the date set forth below.

			EXECUTIVE


Date Executed:
			(Signature)



			(Printed Name)

Exhibit 10.4

CHANGE IN CONTROL AGREEMENT

THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”) is made on and as of the 1st day of June, 2019, by and between Two River Bancorp (“TRB”), a corporation organized under the laws of the state of New Jersey which serves as a bank holding company, with its principal office at 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724; Two River Community Bank (“TRCB” or “Employer”), a banking corporation organized under the laws of the state of New Jersey which is a wholly owned subsidiary of TRB, with its principal office at 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724; and Alan B. Turner (“Executive”), whose business address is 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724. TRB and TRCB are sometimes collectively referred to as the “Company”.

BACKGROUND

WHEREAS , Executive, as of the date of this Agreement, is employed as the Executive Vice President and Senior Loan Officer of TRCB; and

WHEREAS , the Board of Directors of TRB and TRCB (the “Board”) believes that the retention of Executive as the Executive Vice President and Senior Loan Officer of TRCB through and subsequent to the occurrence of a Change in Control event, as defined in this Agreement, is indispensable to TRB and TRCB; and

WHEREAS, TRB, TRCB and Executive entered into a Change in Control Agreement as of June 1, 2013, which was amended effective May 29, 2015, and May 31, 2017 (the “Prior CIC Agreement”); and

Definitions

Cause . For purposes of this Agreement, “Cause”, with respect to the termination by Employer of Executive’s employment shall mean (i) the willful and continued failure by Executive to perform his duties for Employer under this Agreement after at least one warning in writing from the Board or its designee identifying specifically any such failure; (ii) willful misconduct of any type by Executive, including, but not limited to, the disclosure or improper use of confidential information which causes material injury to either or both of TRB or TRCB, as specified in a written notice to Executive from the Board or its designee; or (iii) the Executive’s conviction of a crime (other than a traffic violation), habitual drunkenness, current illegal use of a drug, or excessive absenteeism (other than for illness), after a warning (with respect to drunkenness or absenteeism only) in writing from the Board or its designee to refrain from such behavior. No act or failure to act on the part of Executive shall be considered to have been willful for purposes of clause (i) or (ii) of this Section 1a unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that the action or omission was in the best interest of TRB or Employer.

Change in Control . “ Change in Control ” shall mean the occurrence of any of the following events:

i. The sale or disposition by TRB of all of its stock in TRCB, or the sale or disposition by TRCB of substantially all of its assets;

Good Reason. When used with reference to a termination by Executive of his employment with Employer, “Good Reason” shall mean (a) any material breach by Employer of, or material failure of Employer to tender performance under, this Agreement, as well as (b) any of the following, if taken without Executive’s express written consent, but only if, and to the extent that, such action or failure to act by Employer constitutes a “material negative change”, within the meaning of Treas. Reg. Sec. 1.409A-1(n)(2)(i), to Executive in his relationship with the Employer so as to result in the termination by Executive of his employment relationship with Employer for “Good Reason” being an “involuntary separation from service” within the meaning of Treas. Reg. Sec. 1.409A-1(n):

i. The material diminution of Executive’s current functions.

ii. A reduction by Employer in Executive’s annual Base Compensation as in effect immediately prior to a Change in Control.

iii. Any transfer by Employer of Executive to another geographic location which is either outside of New Jersey or more than 50 miles from his office location.

Position. During the Contract Period, Executive shall be employed as the Executive Vice President and Senior Loan Officer of TRCB or such other corporate or divisional profit center as shall then be the principal successor to the business, assets and properties of TRCB, with the same title and the same duties and responsibilities as before the Change in Control. Executive shall devote his full time and attention to the business of Employer, and shall not during the Contract Period be engaged in any other business activity. This Section shall not be construed as preventing Executive from managing any investments of his which do not require any involvement on his part in the operation of such investments, serving as a trustee or director of any nonprofit entity so long as such service does not interfere with Executive's function or performance as the Executive Vice President and Senior Loan Officer of TRCB, or, with the prior approval of the Board, serving as a director of any unaffiliated business entity.

Compensation. Employer shall pay to Executive compensation for his services during the Contract Period as follows:

Death Benefits. Upon the Executive’s death during the Contract Period, the Executive shall be entitled to the benefits of any life insurance policy or supplemental executive retirement plan paid for, or maintained by, the Employer, but his estate shall not be entitled to any further benefits under this Agreement; PROVIDED, HOWEVER, that if either (i) at the time of Executive’s death, facts which constituted “Good Reason” within the meaning of Section 1d. of this Agreement existed, which facts would have allowed for Employee’s resignation with Good Reason under Section 9 of this Agreement had Executive not died, or (ii) Employer had, prior to Executive’s death, given Executive notice of Executive’s termination without Cause as required by the first full paragraph of Section 9 of this Agreement, then Executive’s death shall be conclusively deemed to be a termination without Cause and Executive’s estate shall be paid the full amount determined by application of Section 9 of this Agreement on that date which is sixty (60) days after Executive’s death, but only upon the execution and delivery by Executive’s representative(s) of a binding release which is satisfactory in enforceability, form and substance to Employer and Employer’s counsel.

Termination without Cause or Resignation for Good Reason.

Severance . Employer may terminate Executive without Cause during the Contract Period upon four weeks’ prior written notice to Executive, and Executive may resign for Good Reason during the Contract Period, but only in full accordance with the terms of the second full paragraph of this Section 9a. If Employer terminates Executive’s employment during the Contract Period without Cause or if Executive resigns during the Contract Period for Good Reason in full accordance with the terms of the second full paragraph of this Section 9a, Employer shall, subject to Executive’s full and timely tender of performance under Section 14 of this Agreement, pay to Executive on (except as stated in the next sentence) that date which is ninety (90) days after the termination of his employment a lump sum equal to two (2) times the highest annual compensation, including only salary and cash bonus, paid to Executive during any of the three calendar years immediately prior to the Change in Control (the “Lump Sum Payment”). If on the date that is 90 days after termination of Executive’s employment, Executive has signed the Company’s required release document, but the time that Executive may revoke the release document has not expired, payment will be made after the time to revoke has expired.

Executive may not resign with Good Reason, and shall not be considered to have done so for any purpose of this Agreement, unless (i) Executive, within sixty (60) days of the initial existence of the act or failure to act by Employer which Executive believes to constitute “Good Reason” within the meaning of this Agreement, provides Employer with written notice which describes, in particular detail, the act or failure to act which Executive believes to constitute “Good Reason” and identifies the particular clause of Section 1d of this Agreement which Executive contends is applicable to such act or failure to act; (ii) Employer, within thirty (30) days of its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by Executive of his employment relationship with Employer, and (iii) Executive actually resigns from his employment with Employer on or before that date which is exactly six (6) calendar months after the initial existence of the act or failure to act by Employer which constitutes “Good Reason” within the meaning of this Agreement. If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by Executive of his employment with Employer shall not be deemed to have been for “Good Reason”; he shall not be entitled to any of the benefits to which he would have been entitled if he had resigned his employment with Employer for “Good Reason”; and, in particular, Employer shall not be required to pay any amount which would otherwise have been due to Executive under this Section 9 of this Agreement had Executive resigned with “Good Reason”.

To the extent that the terms of any of the Continuing Coverage Plans are such that the actual participation of Executive cannot be continued after a Benefits Continuation Event, then Employer shall, for the duration of the Continuing Coverage Period, provide Executive with a periodic payment, or periodic payments, in that amount or those amounts which Employer determines in the exercise of its reasonable discretion and in good faith to be fully sufficient to defray the cost to Executive of participation in plans which provide benefits that are materially identical to those benefits provided by those Continuing Coverage Plans in which, by their terms, Executive cannot continue to participate subsequent to the termination of Executive's employment. Any such payment or payments shall be defined as Coverage Continuation Reimbursement Payments. Executive and Employer specifically agree that the reimbursement by Employer through the Continuing Coverage Period of the full monthly COBRA amount which would, in the absence of this Agreement, be charged to Executive for continuing coverage under the medical benefits plan sponsored by Employer, and in which Executive is a participant as of the termination of Executive's employment, shall constitute full tender of performance under this Agreement with respect to such medical benefits plan. All Coverage Continuation Reimbursement Payments shall be paid by Employer to Executive five (5) days prior to the date when the expense to be reimbursed is due and payable by Executive.

If at any time during the Continuing Coverage Period, Executive becomes employed by another employer which provides one or more of the benefits provided under the Continuing Coverage Plans, then Employer shall, immediately and from the date when such benefits are made available to the Executive by the successor employer, be relieved of its obligation to provide such benefits, or Coverage Continuation Reimbursement Payments for such benefits, to the extent such benefits are duplicative of those which are provided to Executive by Executive’s new employer. Executive shall notify Employer at such time as Executive becomes employed by any successor employer, and shall provide Employer with such information pertaining to the employee benefit plans of the successor employer as is sufficient for Employer to reach a conclusion as to whether the preceding sentence is applicable. Any failure by Executive to provide such information to Employer on a timely basis shall give rise to a claim by Employer against Executive for (i) the entire aggregate cost of those benefits provided under the Continuing Coverage Plans and those Coverage Continuation Reimbursement Payments which Employer would not have been obligated to provide or tender had the information required under the preceding sentence been provided to Employer on a timely basis, and (ii) legal fees incurred by Employer in asserting a claim against Executive under this sentence.

Automobile Use . If Employer has provided an automobile for Executive’s use and if (i) Employer terminates Executive without Cause during the term of this Agreement; (ii) Executive resigns with Good Reason during the term of this Agreement; or (iii) Employer terminates Executive’s employment under Section 7 of this Agreement by reason of Executive’s disability during the term of this Agreement, then Employer shall, for a stated purchase price of $1.00, transfer to Executive title to that automobile which Employer has, as of the date of such termination of employment, provided for Executive's use, which title shall, at the time of such transfer, be completely free and clear of any and all liens, encumbrances, claims and lease obligations. Executive acknowledges that the transfer to Executive of title to the automobile under the preceding sentence may generate employee compensation to Executive, and agrees that Employer may withhold from the Lump Sum Payment that amount which is necessary for Employer to fully satisfy its withholding obligations under federal and state law. Executive shall pay any sales tax liability, as well as any registration, documentation or title fees, associated with the transfer of title under this Section 9c.

10.

11.

Non-Disclosure of Confidential Information.

Non-Disclosure of Confidential Information. Except in the course of his employment with Employer and in pursuit of the business of TRB, TRCB or any of their subsidiaries or affiliates, Executive shall not, at any time during or following the term of this Agreement or the Contract Period, disclose or use for any purpose any confidential information or proprietary data of TRB, TRCB or any of their respective subsidiaries or affiliates. Executive agrees that, among other things, all information concerning the identity of, and TRB’s and TRCB’s relations with, their respective customers is confidential and proprietary information.

Survival. This Section 11 shall survive the termination of the Executive’s employment hereunder, the expiration of this Agreement, and the expiration of the Contract Period.

12.

Term and Effect Prior to Change in Control.

13.

14.

15.

16.

17 .

Miscellaneous.

General. This Agreement shall be the joint and several obligation of TRB, TRCB and any acquiring entity which assumes TRB’s or the TRCB’s obligations under this Agreement. 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. All compensation and benefits provided in this Agreement shall, to the extent require by law, be subject to federal, state and local tax withholding. Except as specifically set forth in this Agreement, this Agreement supersedes all prior agreements and understandings with respect to the matters covered hereby (including, without limitation, the Prior CIC Agreement). The amendment or termination of this Agreement may be made only in a writing executed by TRB, TRCB 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 to the extent of its applicability upon any successor (whether direct or indirect, by purchase, merge, consolidation, liquidation or otherwise) to all or substantially all of the assets of TRB or TRCB. 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 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. TRB or TRCB, as the case may be, shall, as part of any Change in Control involving an acquiring entity or successor to TRB or TRCB, obtain an enforceable assumption in writing by (i) the entity which is the acquiring entity or successor to TRB or TRCB, as the case may be, in the Change in Control and, (ii) if the acquiring entity or successor to TRB or TRCB, as the case may be, is a bank, the holding company parent of the acquiring entity or successor, of this Agreement and the obligations of TRB or TRCB, as the case may be, under this Agreement, and shall provide a copy of such assumption to the Executive prior to any Change in Control.

Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of Executive's termination of employment with Employer, Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then Employer will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date which is six months following the termination of Executive's employment with Employer (or the earliest date which is permitted under Section 409A of the Code), and (ii) if any other payments of money or other benefits due to Executive under this Agreement could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner which is determined by the Board in consultation with Employer's professional advisers not to cause such an accelerated or additional tax. In the event that payments under this Agreement are deferred pursuant to this Section 17(b) in order to prevent any accelerated or additional tax under Section 409A of the Code, then such payments shall be paid at the time specified in this Section 17(b) without any interest. Employer shall consult with Executive in good faith regarding the implementation of this Section 17(b); PROVIDED, HOWEVER, that none of Employer, its directors, its employees or its advisors shall have any liability to Executive with respect to this Section 17(b).

Limitations Imposed by Applicable Law. Executive acknowledges that Employer's tender of performance under this Agreement may be limited, proscribed or prohibited by the applicable provisions of current and future statutory law, regulations and administrative pronouncements (collectively, “Limiting Law”). Executive agrees and acknowledges that only if, for so long as, and to the extent that any provision of Limiting Law is applicable to limit, proscribe or prohibit any payment which would otherwise be tendered to Executive under this Agreement or any benefit which would otherwise be conferred upon Executive under this Agreement, Employer shall be under no actual or implied obligation to, and shall not, tender to Executive or confer upon Executive, in the case of a prohibition, such payment or such benefit or, in the case of a limitation or proscription, shall tender only such portion of such payment or such benefit as is limited or proscribed. This Agreement shall be without binding effect to the extent of such limitation, proscription, or prohibition. The determination as to whether, and the extent to which, any provision of Limiting Law is applicable to limit, proscribe or prohibit any payment which would otherwise be tendered to Executive under this Agreement or any benefit which would otherwise be conferred upon Executive under this Agreement shall be made by Employer in consultation with its professional advisers. Executive shall execute and deliver any document or correspondence which is deemed by counsel to Employer to be necessary or in Employer's best interests to reaffirm Executive's agreement that the provisions of Limiting Law, to the extent of their applicability, supersede the terms and enforceability of this Agreement.

[Remainder of page intentionally left blank.]

WITNESS:



/s/ Meryl A. Russell	/s/ Alan B. Turner
	Alan B. Turner, individually



ATTEST:	TWO RIVER BANCORP



/s/ Robin Zager	By:	/s/ William D. Moss
Robin Zager, Secretary		William D. Moss
		Chief Executive Officer



ATTEST:	TWO RIVER COMMUNITY BANK



/s/ Robin Zager	By:	/s/ William D. Moss
Robin Zager, Secretary		William D. Moss
		Chief Executive Officer

GENERAL RELEASE

This General Release of Claims (this “ Release ”) is provided by Alan B. Turner (“ Executive ”) to Two River Bancorp (“TRB”), a corporation organized under the laws of the state of New Jersey which serves as a bank holding company, with its principal office at 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724, Two River Community Bank (“TRCB” or “Employer”), a banking corporation organized under the laws of the state of New Jersey which is a wholly owned subsidiary of TRB, with its principal office at 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724, and the Released Parties as designated below, dated as of [DATE]. This Release is provided by Executive pursuant to a Change In Control Agreement made on and as of June 1, 2019 among Executive, TRB and TRCB (the “ Change in Control Agreement ”). TRB and TRCB are sometimes collectively referred to as the “Company”. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Change in Control Agreement.

1. Release of Claims .

(3) All Claims of which Executive is now aware and all Claims of which Executive is not presently aware,

(4) All Claims that, through Executive, Executive’s heirs, executors or administrators have,

(6) All Claims for attorney’s fees, and

3. Period of Review and Revocation Rights .

* * *

IN WITNESS WHEREOF, Executive has executed this Release on the date set forth below.

			EXECUTIVE


Date Executed:
			(Signature)



			(Printed Name)