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 8, 2005
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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 December 8, 2005, 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 in the following amounts:
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Frank A. Kissel, Chairman & CEO $ 90,150
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Craig C. Spengeman, President PGB Trust & Investments $ 57,383
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Robert M. Rogers, President & COO $ 63,654
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Arthur F. Birmingham, Executive V.P. & CFO $ 49,172
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Garrett P. Bromley, Executive V.P. & Chief Credit Officer $ 42,967
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In addition, on December 8, 2005, the Compensation Committee of the Board of
Directors approved 2006 base salaries of $311,018 for Mr. Kissel, $219,606 for
Mr. Spengeman, $197,972 for Mr. Rogers, $169,645 for Mr. Birmingham and $148,235
for Mr. Bromley.
On December 22, 2005, the Corporation and Frank A. Kissel, Craig C. Spengeman,
Robert M. Rogers, Arthur F. Birmingham and Garrett M. Bromley (collectively, the
"Executives") entered into employment agreements for a term of one year,
effective January 1, 2006 and expiring on December 31, 2006.
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) annual base
salaries as detailed above, and (iii) discretionary bonus payments to Messrs.
Kissel, Spengeman, Rogers, Birmingham and Bromley determined by the Board of
Directors in due course.
If the Executive's employment is terminated without cause, 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 for cause or pursuant to
retirement, permanent disability or death, the Corporation shall pay the
Executive any earned but unpaid base salary through 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. The foregoing description of the
employment agreements does not purport to be complete and is qualified in its
entirety by reference to the full text of the employment 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 22, 2005 between the
Corporation and Frank A. Kissel.
10.2 Executive Employment Agreement dated December 22, 2005 between the
Corporation and Craig C. Spengeman.
10.3 Executive Employment Agreement dated December 22, 2005 between the
Corporation and Robert M. Rogers.
10.4 Executive Employment Agreement dated December 22, 2005 between the
Corporation and Arthur F. Birmingham.
10.5 Executive Employment Agreement dated December 22, 2005 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 23, 2005 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 22, 2005 between
the Corporation and Frank A. Kissel.
10.2 Executive Employment Agreement dated December 22, 2005 between
the Corporation and Craig C. Spengeman.
10.3 Executive Employment Agreement dated December 22, 2005 between
the Corporation and Robert M. Rogers.
10.4 Executive Employment Agreement dated December 22, 2005 between
the Corporation and Arthur F. Birmingham.
10.5 Executive Employment Agreement dated December 22, 2005 between
the Corporation and Garrett P. Bromley.