form8k-105999_pgfc.htm
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
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Date
of report (Date of earliest event reported)
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April
7, 2010
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PEAPACK-GLADSTONE
FINANCIAL CORPORATION
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(Exact
Name of Registrant as Specified in Charter)
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New
Jersey
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001-16197
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22-3537895
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(State
or Other Jurisdiction
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(Commission
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(I.R.S.
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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158
Route 206, Peapack-Gladstone, New Jersey
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07934
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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
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(908)
234-0700
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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
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On April
7, 2010, the Corporation and Jeffrey J. Carfora (the “Executive”) entered into a
Change in Control Agreement and an Employment Agreement. The
agreements entered into between the Corporation and the Executive are attached
hereto as Exhibit 10.1 and Exhibit 10.2.
Change
in Control Agreement
The
Change in Control Agreement extends for three years with an automatic extension
at the end of each year. In the event that (a) there is a change in
control (as defined in the agreement) and (b) the executive either resigns for
good reason or is terminated without cause (each as defined in the agreement)
the Executive will be entitled to (i) an immediate lump-sum payment equal to
three (3.0) times the highest annual cash compensation, consisting solely of
salary and bonus, as well as any 401(k) deferral, paid to the Executive during
any calendar year in each of the three calendar years immediately prior to the
change in control and (ii) certain health and other benefits. In the
event that the severance payments and benefits under the agreements, together
with any other parachute payments, would constitute an excess parachute payment
under Section 280G of the Internal Revenue Code, the payments would be increased
in an amount sufficient to pay the excise taxes and other income and payroll
taxes necessary to allow the executive to retain the same net amount, after such
taxes, as each was otherwise entitled to receive.
Employment
Agreement
The
Employment Agreement, with a term of two years, provides among other things for
(i) participation during the employment term in all compensation and employee
benefits plans for which any salaried employees of the Corporation are eligible,
(ii) an annual base salary equal to $206,000 and (iii) discretionary bonus
payments with respect to each calendar year. Under the agreement, if
the executive’s employment is terminated without cause, the Corporation shall
pay the executive’s base salary for a period equal to two years from the
effective date of such termination. In the event that the Corporation
terminates the executive’s employment for cause or pursuant to retirement,
permanent disability or death, the Corporation shall pay the executive any
earned but unpaid base salary as of the date of termination of
employment. The employment agreement also includes certain
non-compete and non-solicitation provisions.
The
foregoing descriptions are qualified in its entirely by Exhibit 10.1 and Exhibit
10.2, which are incorporated herein by reference.
Restrictions
under the Capital Purchase Program and the American Recovery and Reinvestment
Act of 2009
In
January 2009 the Corporation entered into a Securities Purchase Agreement with
the United States Treasury that provides for its participation in the Capital
Purchase Program (“CPP”) under the Treasury’s Troubled Assets Relief
Program. The Corporation is subject to several compensation-related
limitations during its participation in the CPP including that each named
executive officer has agreed to forego all golden parachute
payments. “Golden parachute payment” was defined under the CPP and
was subsequently redefined under the American Recovery and Reinvestment Act of
2009 (the “Stimulus Act”) as any severance payment resulting from involuntary
termination of employment, or from bankruptcy of the employer, except for
payments for services performed or benefits accrued. Consequently,
under the
Stimulus
Act, the Corporation is prohibited from making certain severance payment during
its participation in the CPP which would include the payments described
above.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits:
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10.1
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Change
in Control Agreement by and between Jeffrey J. Carfora and the Corporation
dated April 7, 2010.
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10.2
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Employment
Agreement by and between Jeffrey J. Carfora and the Corporation dated
April 7, 2010.
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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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PEAPACK-GLADSTONE
FINANCIAL CORPORATION |
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Dated:
April 12, 2010
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By:
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/s/
Robert M. Rogers |
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Name:
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Robert
M. Rogers
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Title:
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President
and Chief Operating Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Title
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10.1
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Change
in Control Agreement by and between Jeffrey J. Carfora and the Corporation
dated April 7, 2010.
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10.2
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Employment
Agreement by and between Jeffrey J. Carfora and the Corporation dated
April 7, 2010.
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