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EX-10.1 - SOMERSET HILLS BANCORPc65781_ex10-1.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): May 19, 2011

 

 

 

 

SOMERSET HILLS BANCORP

 

 


 

(Exact name of registrant as specified in its charter)


 

 

 

 

 

New Jersey

 

000-50055

 

22-3768777


 


 


(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(IRS Employer Identification
No)

 

 

 

 

 


 

 

 

155 Morristown Road
Bernardsville, New Jersey

 

07924


 


(Address of principal executive
offices)

 

(Zip Code)

Registrant’s telephone number, including area code (908) 221-0100

 

 

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 (17 CFR 240.14d-2(b))

 

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

On May 19, 2011, the Registrant and Somerset Hills Bank, a New Jersey chartered commercial bank and a wholly-owned subsidiary of the Registrant (the “Bank”), entered into Change in Control Agreements (the “Agreement”) with William S. Burns and James Nigro, who serve as the Chief Financial Officer and Senior Lending Officer, respectively, of the Registrant and the Bank. A copy of the form agreement is annexed hereto as Exhibit 10.1.

Under the terms of the Agreement, if the Registrant were to undergo a “change in control” as defined in the Agreement, each of Messrs. Burns and Nigro would be entitled to a lump sum payment equal to one and one-half times the sum of (i) the highest annual salary paid during the twenty four months prior to the consummation of the “change in control” and (ii) the highest annual bonus paid to or accrued over the twenty four months prior the consummation of the “change in control”, provided they remain employed by the Registrant through consummation of the change in control. Based upon the current base salaries of and the last cash bonus paid to each of Messrs. Burns, and Nigro as of the date hereof, if a change in control were to have occurred as of the date hereof and the other terms of the agreements were complied with, Mr. Burns would have received a payment of $287,625 and Mr. Nigro would have received a payment of $243,750

 

 

Item 9.01

Financial Statements and Exhibits


 

 

 

(d)

Exhibits. The following is filed as an Exhibit to this Current Report on Form 8-K:

 

 

 

 

 

 

10.1

Form of Change in Control Agreement

SIGNATURES

          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.

 

 

 

 

 

 

 

SOMERSET HILLS BANCORP

 

 

 

 

Date: May 20, 2011

 

By:

/s/ Stewart E. McClure, Jr.

 

 

 

Stewart E. McClure, Jr.

 

 

 

President, Chief Executive Officer and Chief
Operating Officer

 

 

 

 

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