Exhibit 10.11
AGREEMENT AND PLAN OF MERGER
LAKELAND BANK
(Receiving Bank)
and
THE NATIONAL BANK OF SUSSEX COUNTY
(Merging Bank)
This Agreement and Plan of Merger is made on the 2nd day of April, 2001,
between Lakeland Bank, a New Jersey state chartered banking association
("Lakeland"), and The National Bank of Sussex County, national banking
association ("NBSC").
I. BACKGROUND
-------------
Both Lakeland and NBSC are wholly-owned subsidiaries of Lakeland Bancorp,
Inc., a New Jersey bank holding company ("Bancorp"). Bancorp has determined that
it is in Lakeland's and NBSC's best interests to merge NBSC into Lakeland (the
"Merger").
NOW, THEREFORE, in consideration of these premises and the mutual covenants
contained herein, the parties agree as follows:
II. TERMS OF MERGER; CONVERSION OF SHARES
-----------------------------------------
2.1 The name of the merging bank is The National Bank of Sussex County.
NBSC has its principal office located at ▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ and has branch offices located at the addresses listed on Exhibit A to
this Agreement.
2.2 The name of the receiving bank is Lakeland Bank. Lakeland has its
principal administration office located at ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, an address of record of ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ and has branch offices located at the addresses listed on Exhibit B
to this Agreement.
2.3 Upon consummation of the Merger, the receiving bank shall be known as
Lakeland Bank.
2.4 At the effective time of the Merger, NBSC shall be merged into
Lakeland. Lakeland shall succeed to all of the rights, obligations, assets, and
liabilities of NBSC, as provided by law. The present certificate of
incorporation, by-laws, and directors of Lakeland shall not be changed by the
Merger. All officers of Lakeland prior to the Merger shall continue to serve as
officers of Lakeland after the Merger and certain officers of NBSC shall be
appointed as officers of Lakeland upon consummation of the Merger, as listed in
Section 2.6 hereof.
2.5 The directors of the receiving bank shall be:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇'▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇.
2.6 The officers of the receiving bank shall be:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ - Chairman of the Board
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ - Vice Chairman of the Board
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ - President
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ - Vice President and Secretary
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ - Executive Vice President and Chief Retail Officer
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ - Executive Vice President and Chief Financial Officer
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ - Executive Vice President and Chief Operations Officer
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ - President of Leasing Division
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ - Executive Vice President and Chief Lending Officer
▇▇▇▇ ▇. ▇▇▇▇▇ - Controller
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ - Vice President
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ - Vice President
▇▇▇▇▇▇▇ ▇▇▇▇▇ - Vice President
▇▇▇▇▇ ▇▇▇▇▇▇▇ - Vice President
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ - Vice President
▇▇▇▇▇▇ ▇▇▇▇▇▇ - Vice President
▇▇▇▇▇▇▇ ▇▇▇▇▇ - Vice President
▇▇▇▇▇▇ ▇▇▇▇▇ - Vice President
▇▇▇▇▇▇▇ ▇▇▇▇ - Vice President
▇▇▇▇ ▇▇▇▇▇▇▇▇ - Vice President
▇▇▇▇▇ ▇▇▇▇▇▇ - Vice President
▇▇▇▇ ▇▇▇▇ - Vice President
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ - Vice President
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ - Vice President
▇▇▇▇▇ ▇▇▇▇▇▇▇ - Vice President
▇▇▇▇▇ ▇▇▇▇▇▇▇ - Vice President
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ - Vice President, Auditor
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ - Vice President
▇▇▇▇ ▇▇▇▇▇▇▇ - Vice President
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ - Vice President
▇▇▇▇ ▇▇▇▇▇ - Vice President
2
▇▇▇▇▇▇ ▇▇▇▇▇▇ - Vice President
▇▇▇▇ ▇. ▇▇▇▇▇▇ - Vice President
▇▇▇▇ ▇▇▇▇▇▇ - Vice President
2.7 Upon consummation of the Merger, the location of the principal
administration office of the receiving bank shall be ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ and the address of record of the receiving bank shall be
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇.
2.8 Upon consummation of the Merger, the locations of the branch offices of
the receiving bank shall be as listed on Exhibit C attached hereto.
2.9 The Merger shall be effective as of the close of business on the first
date on which all requisite regulatory approvals have been received, all
statutory waiting periods have expired and Lakeland and NBSC have filed
certifications with the New Jersey Department of Banking that the sole
shareholder of each corporation has approved this Agreement and the Merger in
accordance with Section 17:9A-137 of the New Jersey Banking Act of 1948.
2.10 Upon consummation of the Merger, the receiving bank will have capital
stock equal to $2,830,108, which shall be divided into 1,132,043 shares, par
value of $2.50 per share, and capital surplus of $35,373,555.
2.11 At the effective time of the Merger, the 1,200,000 outstanding shares
of NBSC, all of which are owned by Bancorp, shall be exchanged for the cash
payment by Lakeland to Bancorp of five dollars and no cents ($5.00).
III. MISCELLANEOUS
3.1 This Agreement may not be amended or supplemented except by a writing
executed by all the parties hereto.
3.2 The captions and section headings of this Agreement are included for
convenience and reference only, shall not be deemed or construed to be a part of
this Agreement, and shall in no way define, limit, describe or otherwise affect
this Agreement or any part thereof.
3.3 This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and to their respective successors and assigns.
3.4 This Agreement shall be governed by and construed according to the laws
of the State of New Jersey.
[Signature page follows]
3
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed on its behalf by its duly authorized officer.
THE NATIONAL BANK OF SUSSEX COUNTY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: President
LAKELAND BANK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President and Chief Executive Officer
4
EXHIBIT A
The National Bank of Sussex County Offices
(Prior to Merger):
Branchville (Principal Banking) Office: Hampton Office:
▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Andover Office: Lafayette Office:
▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Sparta Office: Frankford Office:
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Stillwater Office: Franklin Office:
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Franklin, New Jersey 07416
Vernon Office: Wantage Office:
▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Sussex, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇ Office:
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
EXHIBIT B
Lakeland Bank Offices
(Prior to Merger):
Newfoundland (Principal Banking Office): Bloomingdale Office:
One Lakeland Plaza ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Butler Office: Byram/Stanhope Office:
▇▇▇▇ ▇▇▇▇▇ ▇▇ 80 U.S. Highway 206
Butler, New Jersey 07405 ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ Ave. Office: ▇▇▇▇▇▇ Office:
▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ Office: Newton Office:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Ringwood Office: Rockaway Office:
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Rockaway, New Jersey 07866
Sparta Office: Wanaque Office:
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Wanaque, New Jersey 07465
Wantage Office: West Milford Office:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Wharton Office: Wyckoff Office:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
EXHIBIT B (Continued)
Montville Office: Fairfield Office:
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ Office:
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
EXHIBIT C
Lakeland Bank Offices
(After Consummation of the Merger):
NEWFOUNDLAND (Principal Banking Office): Bloomingdale Office:
One Lakeland Plaza ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Butler Office: Byram/Stanhope Office:
▇▇▇▇ ▇▇▇▇▇ ▇▇ 80 U.S. Highway 206
Butler, New Jersey 07405 ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ Ave. Office: ▇▇▇▇▇▇ Office:
▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ Office: Newton Office:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Ringwood Office: Rockaway Office:
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Rockaway, New Jersey 07866
Sparta Office: Wanaque Office:
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Wanaque, New Jersey 07465
Wantage Office: West Milford Office:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Wharton Office: Wyckoff Office:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
EXHIBIT C (Continued)
Montville Office: Fairfield Office:
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ Office: Andover Office:
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Branchville Office: Lafayette Office:
▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Sparta Office: Frankford Office:
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Stillwater Office: Franklin Office:
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Franklin, New Jersey 07416
Vernon Office: Wantage Office:
▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Hampton Office: ▇▇▇▇▇▇▇ ▇▇▇▇ Office:
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇