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
Date
of
report (Date of earliest event reported): December 3, 2007
CENTER
BANCORP, INC.
(Exact
Name of Registrant as Specified in its Charter)
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New
Jersey
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2-81353
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52-1273725
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(State
or Other Jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
No.)
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2455
Morris Avenue, Union, New Jersey
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07083
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code (800) 862-3683
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 (see General Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act(17
CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry
into a Material Definitive Agreement.
On
December 3, 2007, Union Center National Bank (the “Bank”) and Center Bancorp
Inc. (the “Corporation”) entered into Amendments to Employment Agreements with
each of Julie D’Aloia, Mark Cardone, John F. McGowan, and Lori A. Wunder.
Ms. D’Aloia’s original Amended and Restated Employment Agreement is dated
January 1, 2007, and was filed with the SEC on March 15, 2007, as Exhibit
10.20
to the Corporation’s 2006 Annual Report on Form 10-K. Mr. Cardone’s original
Amended and Restated Employment Agreement is dated January 1, 2007, and was
filed with the SEC on February 26, 2007, as Exhibit 10.4 to the Corporation’s
Current Report on Form 8-K. Mr. McGowan’s original Amended and Restated
Employment Agreement is dated January 1, 2007, and was filed with the SEC
on
March 15, 2007, as Exhibit 10.01 to the Corporation’s 2006 Annual Report on Form
10-K. Ms. Wunder’s original Amended and Restated Employment Agreement is dated
January 1, 2007, and was filed with the SEC on February 26, 2007, as Exhibit
10.3 to the Corporation’s Current Report on Form 8-K. Also,
on
December 3, 2007, the Bank and the Corporation entered into an Amendment
to
Change in Control Agreement with Christopher M. Gorey. The original Change
in
Control Agreement is dated January 1, 2007, and was filed with the SEC on
March
15, 2007, as Exhibit 10.24 to the Corporation’s 2006 Annual Report on Form
10-K
Pursuant
to the Amendments to Employment Agreements, Ms. D’Aloia, Mr. Cardone, Mr.
McGowan, and Ms. Wunder will each continue to be employed for a term of three
(3) years, effective as of January 1, 2007 and ending on December 31, 2009.
The
terms of the employment agreements will not automatically renew or be
automatically extended beyond December 31, 2009. Pursuant
to the Amendment to Change in Control Agreement, the term of the original
Change
in Control Agreement will continue to be three (3) years, effective as of
January 1, 2007 and terminating December 31, 2009. Notwithstanding the
foregoing, if a "Change in Control Event" (as defined in Section 8(a) of
the
respective original Amended and Restated Employment Agreements and
Section 1(b) of the Change in Control Agreement) occurs at any time prior
to December 31, 2009, then the terms of the respective employment agreements
shall automatically be extended for a period of three (3) years from the
date of
such Change in Control Event and
the
term of the Change in Control Agreement shall automatically be extended for
a
period of one (1) year from the date of such Change in Control
Event.
Effective
January 1, 2008, the Bank and the Corporation shall no longer provide
Ms. D’Aloia, Mr. Cardone, Mr. McGowan, or Ms. Wunder with automobiles. The
Bank and the Corporation shall, however, pay to (i) Ms. D’Aloia an automobile
expense reimbursement of $600.00 per month and thirty cents ($.30) per mile
based upon a daily mileage log for Bank business, (ii) Mr. Cardone an automobile
expense reimbursement of $400.00 per month and thirty cents ($.30) per mile
based upon a daily mileage log for Bank business; (iii) Mr. McGowan an
automobile expense reimbursement of $600.00 per month and thirty cents ($.30)
per mile based upon a daily mileage log for Bank business; and (iv) Ms. Wunder
an expense reimbursement of forty-four cents per mile ($.44) based on a daily
mileage log for Bank business, subject to changes in the rates by the
IRS.
Title
to
the automobiles currently being driven by and in the possession of each of
Ms. D’Aloia, Mr. Cardone, Mr. McGowan, and Ms. Wunder shall be transferred
from and sold by the Bank to the respective employee. Each of Ms. D’Aloia, Mr.
Cardone, Mr. McGowan, and Ms. Wunder shall pay the Bank $0 for the purchase
and transfer of title from the Bank. Each of Ms. D’Aloia, Mr. Cardone, Mr.
McGowan, and Ms. Wunder shall be responsible for any respective costs or
expenses that may be incurred with the applicable state motor vehicle
commissions in connection with the transfer of title from the Bank.
The
Bank
and the Corporation shall provide each of Ms. D’Aloia, Mr. Cardone,
Mr. McGowan, and Ms. Wunder with life insurance, short and long-term
disability insurance health insurance, pension benefits and benefits under
the
Bank's 401(k) Plan to the extent that such benefits are provided on December
3,
2007, together with any benefit enhancements that may be added to such plans
in
the future. The monetary amount of such benefits received by each employee
shall
be in accordance with the terms and conditions of such plans.
Other
than as amended in the respective Amendments to Employment Agreements, the
original Amended and Restated Employment Agreements remain unchanged. Other
than as amended in the Amendment to Change in Control Agreement, the original
Change in Control Agreement remains unchanged.
A
copy of
the Amendments to Employment Agreement for each of Ms. D’Aloia, Mr.
Cardone, Mr. McGowan, and Ms. Wunder are being filed with this Current Report
on
Form 8-K as Exhibits 10.1, 10.2, 10.3, and 10.4 respectively. A
copy of
Mr. Gorey’s Change in Control Agreement is being filed with this Current Report
on Form 8-K as Exhibits 10.5.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
10.1 - Amendment to Employment Agreement among Center Bancorp, Union Center
National Bank, and Julie D’Aloia, dated December 3, 2007.
Exhibit
10.2 - Amendment to Employment Agreement among Center Bancorp, Union Center
National Bank, and Mark Cardone, dated December 3, 2007.
Exhibit
10.3 - Amendment to Employment Agreement among Center Bancorp, Union Center
National Bank, and John F. McGowan, dated December 3, 2007.
Exhibit
10.4 - Amendment to Employment Agreement among Center Bancorp, Union Center
National Bank, and Lori A. Wunder, dated December 3, 2007.
Exhibit
10.5 - Amendment to Change in Control Agreement among Center Bancorp, Union
Center National Bank, and Christopher M. Gorey, dated December 3,
2007.
SIGNATURE
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.
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CENTER
BANCORP, INC. |
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By: |
/s/ Anthony
C. Weagley |
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Name:
Anthony C. Weagley |
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Title:
President and CEO |
Dated:
December 20, 2007
EXHIBIT
INDEX
Exhibit
10.1 - Amendment to Employment Agreement among Center Bancorp, Union Center
National Bank, and Julie D’Aloia, dated December 3, 2007.
Exhibit
10.2 - Amendment to Employment Agreement among Center Bancorp, Union Center
National Bank, and Mark Cardone, dated December 3, 2007.
Exhibit
10.3 - Amendment to Employment Agreement among Center Bancorp, Union Center
National Bank, and John F. McGowan, dated December 3, 2007.
Exhibit
10.4 - Amendment to Employment Agreement among Center Bancorp, Union Center
National Bank, and Lori A. Wunder, dated December 3, 2007.
Exhibit
10.5 - Amendment to Change in Control Agreement among Center Bancorp, Union
Center National Bank, and Christopher M. Gorey, dated December 3,
2007.