Item 1.01. Entry Into a Material Definitive Agreement.

On April 22, 2009, the Registrant and Sussex Bank, a New Jersey chartered commercial bank and a wholly-owned subsidiary of the Registrant (the "Bank"), entered into a Change in Control Agreement (the "Agreement") with Candace A. Leatham, the Chief Financial Officer of the Registrant and the Bank.

Under the terms of the Agreement, in the event of a "change in control" (as defined in the Agreement) of the Registrant followed by either Ms. Leatham's (i) involuntary termination of employment by the Registrant or the Bank other than for "cause" (as defined in the Agreement) or (ii) voluntary termination of employment by Ms. Leatham for "Good Reason" (as defined in the Agreement), Ms. Leatham is entitled to receive a lump sum payment equal to two (2) times her then current base salary.

Mr. Leatham remains an "at-will" employee. The Agreement is effective as of April 22, 2009 and has a term of two (2) years.

Item 8.01 Other Events.

The Registrant Board of Directors approved an increase to the Registrant's existing stock repurchase program whereby the Registrant may now repurchase up to a total of 400,000 shares of its outstanding common stock. Stock purchased pursuant to the program may occur either in privately negotiated transactions or through open-market purchases.

Item. 9.01 Financial Statements and Exhibits

(d) Exhibits

10 Change in Control Agreement with Candance A. Leatham dated as of April 22, 2009.

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