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, 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 5.02. Departure of Principal Officers; Election of Directors; Appointment
of Principal Officers; Compensatory Arrangements of Certain Officers.
On December 14, 2006, 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 named executive
officers named below (collectively, the "Executives") in the following amounts:
Frank A. Kissel, Chairman & CEO $ 37,322
Craig C. Spengeman, President PGB Trust & Investments $ 27,143
Robert M. Rogers, President & COO $ 23,750
Arthur F. Birmingham, Executive V.P. & CFO $ 20,358
Garrett P. Bromley, Executive V.P. & Chief Credit Officer $ 17,788
On December 14, 2006, the Corporation and each of the Executives entered into
employment agreements (the "Agreements"). The Agreements are for a term of one
year, effective January 1, 2007 and expiring on December 31, 2007. The
Agreements are attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5.
The 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 2007 annual base salaries are as follows: $321,903
for Mr. Kissel, $234,111 for Mr. Spengeman, $204,847 for Mr. Rogers, $175,583
for Mr. Birmingham and $161,000 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.
Item 9.01 Financial Statements and Exhibits
10.1 Executive Employment Agreement dated December 15, 2006 between the
Corporation and Frank A. Kissel.
10.2 Executive Employment Agreement dated December 15, 2006 between the
Corporation and Craig C. Spengeman.
10.3 Executive Employment Agreement dated December 15, 2006 between the
Corporation and Robert M. Rogers.
10.4 Executive Employment Agreement dated December 15, 2006 between the
Corporation and Arthur F. Birmingham.
10.5 Executive Employment Agreement dated December 15, 2006 between the
Corporation and Garrett P. Bromley.
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, 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 Executive Employment Agreement dated December 15, 2006 between
the Corporation and Frank A. Kissel.
10.2 Executive Employment Agreement dated December 15, 2006 between
the Corporation and Craig C. Spengeman.
10.3 Executive Employment Agreement dated December 15, 2006 between
the Corporation and Robert M. Rogers.
10.4 Executive Employment Agreement dated December 15, 2006 between
the Corporation and Arthur F. Birmingham.
10.5 Executive Employment Agreement dated December 15, 2006 between
the Corporation and Garrett P. Bromley.