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

On July 5, 2007, Community Partners Bancorp (the “Company”) entered into Change in Control Agreements (each a “Change in Control Agreement” and collectively the “Change in Control Agreements”) and Excise Tax Reimbursement Agreements (the “Excise Tax Agreements”), each dated as of June 1, 2007, with each of the following executives: Barry B. Davall, Michael J. Gormley, William D. Moss and Robert W. Dowens, Sr. (each an “Executive” and collectively, the “Executives”). The Change and Control Agreements and the Excise Tax Agreements are referred to herein collectively as the “Agreements”. The Company’s Compensation Committee approved and authorized the Company to enter into the Change in Control Agreements on December 4, 2006 and the Excise Tax Agreements on March 19, 2007.

The Change in Control Agreements provide for severance payments to be made, and other benefits to be made available, to the Executive if the Executive’s employment is terminated within two years after a Change in Control of the Company (as defined in the Change in Control Agreements) if a Change in Control occurs during the term of the Executive’s Change in Control Agreement.

Under each of the Change in Control Agreements, if the Executive is terminated by the Company without Cause or if the Executive resigns for Good Reason (as such terms are defined in the Change in Control Agreements) during the period commencing the day immediately preceding a Change in Control and ending on the earlier of the third anniversary of the Change in Control or the death of the Executive (the “Contract Period”), the Executive will receive a pro rata bonus for the year of termination, plus a lump sum severance payment equal to two times the Executive’s highest annual salary and bonus during the three years prior to the year of termination. In addition, the Company will continue to provide the Executive group health coverage at the Company’s expense for a period of 24 months following termination of employment.

If the Executive’s employment is terminated by the Company for Cause or the Executive resigns without Good Reason during the Contract Period, the Executive’s Change in Control Agreement will terminate without further obligation of the Company, except that the Company will pay to the Executive all accrued but unpaid salary or benefits, if any. In the event of the Executive’s death, disability or retirement during the Contract Period, the Executive (or the estate of the Executive, as the case may be) would be entitled to payment of any accrued but unpaid salary or benefits, plus a pro rated bonus for the year in which such event occurred.

The Change in Control Agreements with each of Messrs. Davall, Moss and Gormley provide for the Company to assume certain change in control agreements between Two River Community Bank, a wholly-owned subsidiary of the Company, and each such Executive, dated December 14, 2004 (the “TRCB Agreements”), each of which remains in full force and effect except to the extent that the terms of the Executive’s Change in Control Agreement are, or would be, applicable to amend the TRCB Agreement. In the event of a Change in Control under such an Executive’s Change in Control Agreement, the Executive’s TRCB Agreement will immediately terminate.