UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
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
|
|
|
PEAPACK-GLADSTONE
FINANCIAL CORPORATION
|
|
(Exact
Name of Registrant as
Specified in Charter)
|
|
New
Jersey
|
001-16197
|
22-3537895
|
|
(State
or Other
Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(I.R.S.
Employer
Identification
No.)
|
| 158
Route 206,
Peapack-Gladstone, New Jersey |
07934
|
| (Address
of Principal Executive
Offices) |
(Zip
Code)
|
|
Registrant’s
telephone number, including area code
|
(908)
234-0700
|
|
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
(17CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17CFR 240.13e-4(c))
EXPLANATORY
NOTE:
This
Current Report on Form 8-K/A is being filed to replace the Current Report
on
Form 8-K, filed by Peapack-Gladstone Financial Corporation (the “Corporation”)
on December 20, 2007, in its entirety.
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
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 |
|
|
Finn
M. W. Caspersen, Executive V.P. & General Counsel
|
|
$ |
21,077 |
|
On
December 20, 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 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, $170,000 for Mr. Bromley
and $170,000 for Mr. Caspersen.
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.
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, Garrett P. Bromley, and Finn M. W. Caspersen,
Jr.
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. The
foregoing descriptions of the agreements described herein do not purport
to be
complete and are qualified in their entirety by reference to the full text
of
such agreements, which will be filed as Exhibits in the Corporation’s next
Annual Report on Form 10-K to be filed with the Securities and Exchange
Commission.
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: December
21, 2007 |
By:
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/s/ Arthur
F. Birmingham
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Name:
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Arthur
F. Birmingham |
|
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Title: |
Executive
Vice President and Chief Financial
Officer |
|