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): May 27, 2009
CENTER
BANCORP, INC.
(Exact
Name of Registrant as Specified in its Charter)
New
Jersey
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2-81353
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52-1273725
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(State
or Other
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(Commission
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(IRS
Employer
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Jurisdiction
of
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File
Number)
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Identification
No.)
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Incorporation)
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2455 Morris Avenue, Union,
New
Jersey 07083
(Address
of principal executive
offices) (Zip
Code)
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
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act(17
CFR 240.13e-4(c))
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Item 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On May
27, 2009, at the Annual Meeting of Shareholders of Center Bancorp, Inc. (“Center
Bancorp” or the “Company”), the Company’s shareholders approved the Center
Bancorp, Inc. 2009 Equity Incentive Plan (the “2009 Plan”). The
Company’s Board of Directors had adopted the 2009 Plan on March 26, 2009,
subject to shareholder approval. The general purpose of the 2009 Plan
is to provide an incentive to the Company's officers, employees and consultants,
including the officers, employees and consultants of the Company's subsidiaries,
by enabling them to share in the future growth of the Company's
business.
The 2009
Plan provides for the grant of options to purchase shares of the Company's
common stock, as well as restricted or unrestricted shares of the Company's
common stock and restricted stock units payable in shares of the Company's
common stock. . The maximum aggregate number of shares of the
Company’s common stock issuable under the 2009 Plan is 400,000 shares, subject
to customary adjustments for stock splits, stock dividends or similar
transactions. No one person may receive stock options for
more than 100,000 shares, also subject to customary adjustments for stock
splits, stock dividends or similar transactions.
The 2009 Plan replaces the Company’s
1999 Stock Incentive Plan (the “1999 Plan”) which expired on April 13,
2009. While options remain outstanding under the 1999 Plan, no
additional options to purchase shares of the Company's common stock or
restricted shares may be granted under the 1999 Plan.
The 2009
Plan provides that it will be administered by the Board's Compensation
Committee. The Compensation Committee has authority to determine the terms and
conditions of each option or other kind of equity award granted under the 2009
Plan and adopt, amend and rescind rules and regulations for the administration
of the 2009 Plan. No options or awards may be made or granted under
the 2009 Plan after March 26, 2019, but the 2009 Plan will continue thereafter
with respect to previously granted awards which remain subject to the 2009
Plan.
Options
granted under the 2009 Plan may be either “incentive stock options” that are
intended to meet the requirements of Section 422 of the Internal Revenue Code of
1986, as amended (the “Code”) or
“nonstatutory stock options” that do not meet the requirements of Section 422 of
the Code. The Compensation Committee will determine the exercise
price of options granted under the 2009 Plan; provided that the exercise price
of options must be at least equal to the fair market value per share of the
Company’s common stock (or 110% of fair market value in the case of incentive
stock options granted to any ten-percent shareholder) at the time the option is
granted. No option may be exercisable for more than ten years (five
years in the case of an incentive stock option granted to a ten-percent
shareholder) from the date of grant. Options granted under the 2009
Plan will be exercisable at such time or times as the Compensation Committee
prescribes at the time of grant.
Generally,
the option price may be paid (a) in cash or by check, (b) through delivery of
shares of the Company’s common stock having a fair market value equal to the
purchase price, (c) consideration received by the Company under a cashless
exercise program, including any net-settlement or broker-assisted cashless
exercise program, (d) a combination of these methods or (e) any other
consideration permitted by applicable law.
The
Compensation Committee has the authority to re-price options in certain limited
circumstances. The Compensation Committee may reduce the exercise price of any
option to the then current fair market value if the fair market value of the
Company's common stock covered by such option declines by 50% from the date of
grant to the date that is one year after the date of grant.
No option
may be transferred other than by will or by the laws of descent and
distribution, and during a recipient’s lifetime an option may be exercised only
by the recipient. Options that are exercisable at the time of a
recipient’s termination of service generally will continue to be exercisable for
a period of 90 days. If the termination was due to the death or
disability of the recipient, the option generally will continue to be
exercisable for a period of one year.
The
Compensation Committee may also grant a restricted stock award and/or a
restricted stock unit award to any eligible officer, employee or
consultant. Under a restricted stock award, shares of Company common
stock that are the subject of the award are generally subject to restrictions on
transfer to the extent that the recipient terminates service with the Company
prior to the award having vested or if the performance goals established by the
Compensation Committee as a condition of vesting are not
achieved. The Compensation Committee will determine the restrictions
and vesting terms of each stock award. Shares of Company common stock
that are subject to a restricted stock award cannot be sold, transferred,
assigned, pledged or otherwise encumbered or disposed of by the recipient of the
award unless and until the applicable restrictions lapse. Unless
otherwise determined by the Compensation Committee, holders of restricted shares
will have the right to vote such shares and to receive any related cash
dividends during the restriction period. Any stock dividends will be
subject to the same restrictions as the underlying shares of restricted
stock.
The
recipient of a restricted stock unit award will be entitled to receive a number
of shares of the Company's common stock that is equal to the number of units
granted if and when the units vest. Vesting conditions may be based
on the recipient's continued service with the Company or upon achievement of
performance goals established by the Compensation Committee. The
Compensation Committee may provide that cash dividend equivalents with respect
to restricted stock units may be paid during, or may be accumulated and paid at
the end of, the applicable vesting period.
To the
extent that the Compensation Committee grants restricted stock awards and/or
restricted stock unit awards that are subject to the satisfaction of performance
goals specified by the Compensation Committee (“performance awards”), the
Compensation Committee will establish the specified levels of performance
goals. Performance goals may be weighted for different factors and
measures. The Compensation Committee will have discretion to make
adjustments to a performance award in certain circumstances, such as when a
person is promoted into a position of eligibility for a performance award, is
transferred between eligible positions with different performance goals,
terminates employment and is subsequently rehired, takes a leave of absence, or
other similar circumstances deemed appropriate by the Compensation
Committee.
The
Compensation Committee may also grant unrestricted stock awards to any eligible
officer, employee or consultant. Unrestricted shares do not require
any payment by the recipient and are not subject to forfeiture or transfer
restrictions (except to the extent imposed by law.
In the
event of a “change in control”, the Board of Directors may take one or more of
the following actions: (i) cause any or all outstanding options to become vested
and immediately exercisable; (ii) cause any or all outstanding restricted stock
or restricted stock units to become vested; (iii)
cancel any option in exchange for a substitute option; (iv) cancel any
restricted stock or restricted stock units in exchange for restricted stock of
or restricted stock units for the stock of any successor corporation; (v) redeem
any restricted stock for cash and/or other substitute consideration with a value
equal to the fair market value of a share of the Company's common stock on the
date of the change in control; (vi) cancel any option in exchange for cash
and/or other substitute consideration with a value equal to the number of shares
of the Company's common stock subject to that option, multiplied by the
difference, if any, between the fair market value of a share of the Company's
common stock on the date of the change in control and the exercise price of that
option (or cancel the option without any payment if the exercise price exceeds
the fair market value); or (vii) cancel any restricted stock unit in exchange
for cash and/or other substitute consideration with a value equal to the fair
market value of a share of the Company's common stock on the date of the change
in control. A “change in control” will generally occur for purposes
of the 2009 Plan in the event of (a) a consolidation or merger of the Company if
the Company is not the continuing or surviving corporation, (b) the sale or
transfer of substantially all of the Company’s assets, (c) the liquidation or
dissolution of the Company, (d) the acquisition by any person, corporation or
entity of 50% or more of the Company's outstanding voting securities, or (e) the
failure of the current members of the Board of Directors and any successors
thereto who are approved by a vote of at least two-thirds of the current
directors, to constitute a majority of the Board of Directors.
The
Company’s Board may at any time amend the 2009 Plan for the purpose of
satisfying the requirements of the Code, or other applicable law or regulation
or for any other legal purpose, provided that, without the consent of the
Company’s shareholders, the Board may not (a) increase the number of shares of
common stock available under the 2009 Plan, (b) change the group of
individuals eligible to receive options and/or other awards, or (c) extend the
term of the 2009 Plan.
A copy of the 2009 Plan was attached as
Appendix A to the Company’s definitive proxy statement pertaining to its May 27,
2009 Annual Meeting. The description of the 2009 Plan contained
herein is qualified in its entirety by reference to the full text of the 2009
Plan.
Item
9.01. Financial Statements and Exhibits.
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Exhibit
10.1 - Center Bancorp, Inc. 2009 Equity Incentive
Plan
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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:
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/s/
Anthony C. Weagley |
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Name:
Anthony C. Weagley |
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Title:
President and CEO |
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Dated:
June 1, 2009
EXHIBIT
INDEX
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Exhibit
10.1 - Center Bancorp, Inc. 2009 Equity Incentive
Plan
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