FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)of the
Securities Exchange Act
of 1934
June 9, 2005
Date of Report (Date of earliest event reported)
PEAPACK-GLADSTONE
FINANCIAL CORPORATION
(Exact name of Registrant as Specified in its Charter)
New Jersey
(State or
Other Jurisdiction of Incorporation)
| 001-16197 (Commission File Number) |
22-3537895 (IRS Employer Identification No.) |
158 Route 206, Peapack-Gladstone, New Jersey 07934
(Address of principal executive offices)
(908) 234-0700
(Registrant’s telephone number, including area code)
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:
¨
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))
On June 9, 2005, the Corporation and Frank A. Kissel, Craig C. Spengeman, Robert M. Rogers and Arthur F. Birmingham (collectively, the “Executives”) entered into extensions of their employment agreements, in their original form, until December 31, 2005.
The original employment agreements were entered into on May 13, 2002 and expired by their terms on December 31, 2004. On January 3, 2005, the agreements were extended to June 30, 2005.
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 of $291,747.50 for Mr. Kissel, $212,180.00 for Mr. Spengeman, $185,657.50 for Mr. Rogers and $159,135.00 for Mr. Birmingham and (iii) Messrs. Kissel, Rogers and Birmingham will receive bonus payments equal to 10% of base salary if 90% of the Corporation’s budget is achieved and 20% of base salary if 100% of the Corporation’s budget is achieved. Mr. Spengeman will receive a bonus equal to 6% of base salary if 90% of the Corporation’s budget is achieved and 12% of base salary if 100% of the Corporation’s budget is achieved, plus 4% of base salary if 90% of Trust and Investment budgeted income is achieved and 8% of base salary if 100% of Trust and Investment budgeted income is achieved.
If the Executive’s employment is terminated without cause, the Corporation shall pay the Executive’s base salary for a period equal to the longer of (A) the remainder of the term, or (B) one year 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 agreements also include certain non-compete and non-solicitation provisions, which extend for two years following the executive’s termination of employment.
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 thereunto duly authorized.
| Dated: June 29, 2005 |
PEAPACK-GLADSTONE FINANCIAL CORPORATION By: /s/ Arthur F. Birmingham Arthur F. Birmingham Executive Vice President and Chief Financial Officer |
2