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) December 14, 2007
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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 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 14, 2007, the Compensation Committee of the Board of Directors of
Peapack-Gladstone Financial Corporation (the "Corporation") exercised its
discretion and authorized payment of a cash bonus to each executive officers
named below (collectively, the "Executives") in the following amounts:
Frank A. Kissel, Chairman & CEO $ 48,285
Craig C. Spengeman, President PGB Trust & Investments $ 35,117
Robert M. Rogers, President & COO $ 30,727
Arthur F. Birmingham, Executive V.P. & CFO $ 26,337
Garrett P. Bromley, Executive V.P. & Chief Credit Officer $ 24,150
On December 14, 2007, the Corporation and each of the Executives entered into an
employment agreement (the "Employment Agreements"). The Agreements are each for
a term of one year, effective January 1, 2008 and expiring on December 31, 2008.
The Original Term of Employment shall be automatically renewed for successive
one-year terms so long as the Corporation does not, prior to 60 days before such
expiration date, deliver a notification of non-renewal to Executive stating that
the Corporation is electing to not renew the Employment Agreement at the
expiration of the then current Term of Employment. The Employment Agreements are
attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5.
The Employment Agreements provide, among other things, (i) for participation
during the employment term in all compensation and employee benefit plans for
which any salaried employees of the Corporation are eligible, (ii) current
annual base salaries, and (iii) discretionary bonus payments determined by the
Board of Directors in due course. The 2008 annual base salaries are as follows:
$350,000 for Mr. Kissel, $250,000 for Mr. Spengeman, $225,000 for Mr. Rogers,
$185,000 for Mr. Birmingham and $170,000 for Mr. Bromley.
If an Executive's employment is terminated pursuant to a Without Cause
Termination (as such term is defined in the Agreements), the Corporation shall
pay the Executive's base salary for a period of one year. In the event that the
Corporation terminates the Executive's employment pursuant to a Termination for
Cause (as such term is defined in the Agreements), permanent disability or
death, or the Executive terminates his employment (whether or not pursuant to
retirement), the Corporation shall pay the Executive any earned but unpaid base
salary through the date of termination of employment. The Agreements also
include certain non-compete provisions, which extend for one year following the
Executive's termination of employment, and certain non-solicitation provisions,
which extend for two years following the Executive's termination of employment.
The foregoing description of the Agreements does not purport to be complete and
is qualified in its entirety by reference to the full text of the Agreements,
which are filed as Exhibits hereto and are incorporated herein by reference.
On December 20, 2007, the Corporation and entered into amended and restated
Change in Control Agreements with Frank A. Kissel, Craig C. Spengeman, Robert M.
Rogers, Arthur F. Birmingham and Garrett P. Bromley.
The term of each 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) he will be entitled to an immediate lump-sum
payment equal to three times his 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.
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: December 20, 2007 By: /s/ Arthur F. Birmingham
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Name: Arthur F. Birmingham
Title: Executive Vice President and
Chief Financial Officer