Attached files
| file | filename |
|---|---|
| EX-10.2 - ConnectOne Bancorp, Inc. | v204726_ex10-2.htm |
| EX-10.1 - ConnectOne Bancorp, Inc. | v204726_ex10-1.htm |
| EX-99.1 - ConnectOne Bancorp, Inc. | v204726_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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): November 30,
2010
CENTER
BANCORP, INC.
(Exact
Name of Registrant as Specified in its Charter)
|
New Jersey
|
2-81353
|
52-1273725
|
|
(State
or Other Jurisdiction
|
(Commission
File Number)
|
(IRS
Employer
|
|
of
Incorporation)
|
Identification
No.)
|
|
2455 Morris Avenue, Union, New
Jersey
|
07083
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code (800) 862-3683
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; Compensation Arrangements of Certain
Officers.
(b) On
November 30, 2010, John J. DeLaney, Jr. and Elliot I. Kramer, both directors of
Center Bancorp, Inc. (“Center”) and its Union Center National Bank (the “Bank”)
subsidiary, resigned as members of the Boards of Directors of Center and the
Bank, effective December 1, 2010.
(d) On
November 30, 2010, Allan H. Strauss was named as a member of the Boards of
Directors of Center and the Bank, effective
January 1, 2011. Mr. Strauss, is currently the portfolio manager for
Omega Advisors, Inc., an investment management
firm. Mr. Straus has more than 20 years of experience as a research
analyst and portfolio manager for several leading investment firms. Mr. Strauss
has not yet been named to any committees of Center’s Board. It is anticipated
that committee designations will be made during the first quarter of
2011.
(e) Center
and Anthony C. Weagley, President and Chief Executive Officer and a director of
Center, have entered into a Non-Competition Agreement, dated as of December 2,
2010 (the “Agreement”). The Agreement, which has a two year term,
provides that for the 12 month period immediately following Mr. Weagley’s
separation from service with Center, whether or not Center or the Bank has
engaged Mr. Weagley as a consultant upon his separation of services, Mr. Weagley
will not, directly or indirectly, as an agent, employee, owner, partner,
stockholder or otherwise, compete with Center or the Bank or establish, engage
in, or become interested in any business, trade or occupation that compete with
Center or the Bank in the financial products or services industry in any county
in any state of the U.S. in which Center’s or the Bank’s business is currently
being conducted or is being conducted when Mr. Weagley’s separation from service
occurs. The Agreement also provides that Mr. Weagley will not solicit
customers or employees during such period. In consideration for Mr.
Weagley’s covenant not to compete, upon his separation from service for any
reason or due to retirement, Center will pay Mr. Weagley a lump sum payment
equal to the aggregate of two times the annual rate of base salary then being
paid to Mr. Weagley. No amounts are payable in the event of Mr.
Weagley’s termination of employment as a result of death or
disability. The payments described in the Agreement are independent
of and will be in addition to any payments required under any other plan or
agreement that may be in effect between Center and Mr. Weagley at the time of
separation. Center will not be obligated to make the payments
described above if Mr. Weagley voluntarily terminates his service with Center,
other than for good reason, as defined in the Agreement.
In addition, Center and James W. Sorge,
Vice President and Compliance Officer of Center, have entered into a
Non-Competition Agreement, dated as of December 2, 2010 (the
“Agreement”). The Agreement, which has a one year term, provides that
for the 12 month period immediately following Mr. Sorge’s separation from
service with Center, whether or not Center or the Bank has engaged Mr. Sorge as
a consultant upon his separation of services, Mr. Sorge will not, directly or
indirectly, as an agent, employee, owner, partner, stockholder or otherwise,
compete with Center or the Bank or establish, engage in, or become interested in
any business, trade or occupation that compete with Center or the Bank in the
financial products or services industry in any county in any state of the U.S.
in which Center’s or the Bank’s business is currently being conducted or is
being conducted when Mr. Sorge’s separation from service occurs. The
Agreement also provides that Mr. Sorge will not solicit customers or employees
during such period. In consideration for Mr. Sorge’s covenant not to
compete, upon his separation from service for any reason or due to retirement,
Center will pay Mr. Sorge a lump sum payment equal to the aggregate of one times
the annual rate of base salary then being paid to Mr. Sorge. No
amounts are payable in the event of Mr. Sorge’s termination of employment as a
result of death or disability. The payments described in the
Agreement are independent of and will be in addition to any payments required
under any other plan or agreement that may be in effect between Center and Mr.
Sorge at the time of separation. Center will not be obligated to make
the payments described above if Mr. Sorge voluntarily terminates his service
with Center, other than for good reason, as defined in the
Agreement.
-2-
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits
Exhibit 10.1 – Non-Competition
Agreement, dated as of December 2, 2010, between Center and Anthony C.
Weagley.
Exhibit 10.2 – Non-Competition
Agreement, dated as of December 2, 2010, between Center and James W.
Sorge.
Exhibit
99.1 – Press release, dated December 3, 2010, announcing changes in the
composition of Center’s Board of Directors.
-3-
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.
|
CENTER
BANCORP, INC.
|
|
|
By: /s/ Anthony C.
Weagley
|
|
|
Name:
|
Anthony
C. Weagley
|
|
Title:
|
President
and Chief Executive
Officer
|
Dated: December
6, 2010
-4-
EXHIBIT
INDEX
Exhibit 10.1 – Non-Competition
Agreement, dated as of December 2, 2010, between Center and Anthony C.
Weagley.
Exhibit 10.2 –Non-Competition
Agreement, dated as of December 2, 2010, between Center and James W.
Sorge.
Exhibit
99.1 – Press release, dated December 3, 2010, announcing changes in the
composition of Center’s Board of Directors.
-5-