Change In Control Agreement, Effective As of April 1, 2004

Exhibit 10.13


1 ST CONSTITUTION BANCORP

CHANGE OF CONTROL AGREEMENT

THIS AGREEMENT dated and entered into effective as of the 1 st day of April, 2004, by and between 1 ST Constitution Bancorp., a New Jersey corporation (together with any successor, the " Company" ), and Joseph M. Reardon residing at the address set forth below his or her signature, (the " Employee" ).


WITNESSETH:


WHEREAS , should the Company receive a proposal from, or engage in discussions with, a third person, whether solicited by the Company or unsolicited, concerning a possible business combination with or the acquisition of a substantial portion of voting securities of either party, the Board of Directors of the Company (the " Board" ) has deemed it imperative that it and the Company be able to rely on the Employee to continue to serve in his or her position, and that the Board and the Company be able to receive and rely upon his or her advice, if they request it, as to the best interests of the Company and its shareholders, without concern that the Employee might be distracted by the personal uncertainties and risks that such a proposal or discussions might otherwise create; and


WHEREAS , the Company desires to enhance employee morale and its ability to retain existing management; and


WHEREAS , the Company desires to reward the Employee for his or her valuable, dedicated service to the Company should his or her service be terminated under circumstances hereinafter described; and


WHEREAS , the Employee is presently a key employee with whom the Company has been authorized by the Board to enter into this Agreement;


NOW, THEREFORE , to assure the Company of the Employee' s continued dedication and the availability of his or her advice and counsel in the event of any such proposal, to induce the Employee to remain in the employ of the Company, and to reward the Employee for his or her valuable, dedicated service to the Company should his or her service be terminated under circumstances hereinafter described, and for other good and valuable consideration, the receipt and adequacy whereof each party acknowledges, the Company and the Employee agree as follows:

1. OPERATION, EFFECTIVE DATE, AND TERM OF AGREEMENT

(a) This Agreement shall commence on the date hereof and continue in effect until eighteen months after a Change of Control shall occur.


(b) This Agreement is effective and binding on both parties as of the date hereof. Notwithstanding its present effectiveness, the provisions of paragraphs 3 and 4 of this Agreement shall become operative only when, as and if there has been a " Change in Control" . For purposes of this Agreement, a " Change in Control" shall be deemed to have occurred if (X) any " person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the " Exchange Act" )), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company, or a person engaging in a transaction of the type described in clause (Z) of this subsection but which does not constitute a change in control under such clause, is or become the " beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company' s then outstanding securities; or (Y) during any period of two consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clauses (X) or (Z) of this Subsection) whose election by the Board or nomination for election by the Company shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved (" Continuing Members" ), cease for any reason to constitute a majority thereof; or (Z) the shareholders of the Company approve or, if no shareholder approval is required or obtained, the Company or a subsidiary of the Company completes a merger, consolidation or similar transaction of the Company or such a subsidiary with or into any other corporation, or a binding share exchange involving the Company' s securities, other than any such transaction which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 66 2/3% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such transaction, or the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all the Company' s assets.


2. EMPLOYMENT OF THE EMPLOYEE


Nothing herein shall affect any right which the Employee or the Company may otherwise have to terminate the Employee' s employment by the Company at any time in any lawful manner, subject always to the Company' s providing to the Employee the payments and benefits specified in paragraphs 3 and 4 of this Agreement to the extent hereinbelow provided.


In the event any person commences a tender or exchange offer, circulates a proxy statement to the Company' s shareholders or takes other steps designed to effect a Change in Control as defined in paragraph 1 of this Agreement, the Employee agrees that he or she will not voluntarily leave the employ of the Company, and will continue to perform his or her regular


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duties and to render the services specified in the recitals of this Agreement, until such person has abandoned or terminated its efforts to effect a Change in Control or until a Change in Control has occurred. Should the Employee voluntarily terminate his or her employment before any such effort to effect a Change in Control has commenced, or after any such effort has been abandoned or terminated without effecting a Change in Control and no such effort is then in process, this Agreement shall lapse and be of no further force or effect.


3. TERMINATION FOLLOWING CHANGE IN CONTROL


(a) If any of the events described in paragraph 1 hereof constituting a Change in Control shall have occurred, the Employee shall be entitled to the benefits provided in paragraph 4 hereof upon the subsequent termination of his or her employment within the applicable period set forth in paragraph 4 hereof following such Change in Control unless such termination is (i) due to the Employee' s death or Retirement; or (ii) by the Company by reason of the Employee' s Disability or for Cause; or (iii) by the Employee other than for Good Reason.


(b) If following a Change in Control, the Employee' s employment is terminated by reason of his or her death or Disability, the Employee shall be entitled to death or long-term disability benefits, as the case may be, from the Company no less favorable than those benefits to which he or she would have been entitled had the death or termination for Disability occurred during the six-month period prior to the Change in Control. If prior to any such termination for Disability, the Employee fails to perform his or her duties as a result of incapacity due to physical or mental illness, he or she shall continue to receive his or her Base Salary less any benefits as may be available to hereunder the Company' s disability plans until his or her employment is terminated for Disability.


(c) If the Employee' s employment shall be terminated by the Company for Cause or by the Employee other than for Good Reason, the Company shall pay to the Employee his or her full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, and the Company shall have no further obligations to the Employee under this Agreement.


(d) For purposes of this Agreement:

(i) " Disability" shall mean the Employee' s incapacity due to physical or mental illness such that the Employee shall have become qualified to receive benefits under the Company' s long-term disability plans or any equivalent coverage required to be provided to the Employee pursuant to any other plan or agreement, whichever is applicable.


(ii) " Retirement" shall mean that the Employee shall have reached age 65 and shall voluntarily retire under the Company' s retirement plans applicable to such Employee or any earlier actual voluntary retirement by the Employee from his or her employment with the Company.


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(iii) " Cause" shall mean:


(A) the conviction of the Employee for a felony, or the willful commission by the Employee of a criminal or other act that in the judgment of the Board causes or will likely cause substantial economic damage to the Company or substantial injury to its business reputation;

(B) the commission by the Employee of an act of fraud in the performance of such Employee' s duties on behalf of the Company;

(C) the continuing willful failure of the Employee to perform the duties of such Employee to the Company (other than any such failure resulting from the Employee' s incapacity due to physical or mental illness) after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity to be heard and cure such failure are given to the Employee by the compensation committee of the Board; or

(D) the order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of the Employee' s employment.


For purposes of this subparagraph (d)(iii), no act, or failure to act, on the Employee' s part shall be considered " willful" unless done, or omitted to be done, by him or her not in good faith and without reasonable belief that his or her action or omission was in the best interests .


(iv) " Good Reason" shall mean:

(A) The assignment by the Company to the Employee of duties, without the Employee' s express written consent, which (i) are materially different or require travel significantly more time-consuming or extensive than the Employee' s dut ...