UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) August 2, 2006
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PEAPACK-GLADSTONE FINANCIAL CORPORATION
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(Exact Name of Registrant as Specified in Charter)
New Jersey 001-16197 22-3537895
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
158 Route 206, Peapack-Gladstone, New Jersey 07934
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (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):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 , CFR 240.14d-2(b))
|_| 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 August 2, 2006, the Corporation and Bridget J. Walsh (the "Executive")
entered into a Change in Control Agreement. The agreement entered into between
the Corporation and the Executive is attached hereto as Exhibit 10.1.
The term of the agreement extends for three years with an automatic extension at
the end of each year. In the event that a change in control (as defined in the
agreement) occurs while the agreement is in effect, the Executive will be
provided with a three-year employment agreement in the same position, at the
same base salary and with a bonus equal to the average bonus paid to her over
the most recent three years. If, during such three-year period, the Executive
resigns for good reason (as defined in the agreement) or is terminated without
cause (as defined in the agreement) she will be entitled to an immediate
lump-sum payment equal to three times her base salary and bonus amount, as well
as any 401(k) deferral paid during any calendar year in the three years prior to
the change in control. The Executive will also be entitled to continue receiving
benefits for up to a three-year period.
The foregoing description is qualified in its entirely by Exhibit 10.1, which is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) 10.1 Change in Control Agreement by and between Bridget J. Walsh
and the Corporation dated August 2,2006.
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.
PEAPACK-GLADSTONE FINANCIAL CORPORATION
Dated: August 4, 2006 By: /s/ Arthur F. Birmingham
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Name: Arthur F. Birmingham
Title: Executive Vice President and Chief
Financial Officer
EXHIBIT INDEX
Exhibit No. Title
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10.1 Change in Control Agreement by and between Bridget J. Walsh
and the Corporation dated August 2, 2006.