Attached files
| file | filename |
|---|---|
| EX-10.1 - CHANGE IN CONTROL AGREEMENT BETWEEN CAPE BANK AND EDWARD J. GELETKA - Cape Bancorp, Inc. | ex101-8k_072015.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): July 20, 2015
CAPE BANCORP, INC.
(Exact name of Registrant as specified in its charter)
|
Maryland
(State or Other Jurisdiction
of Incorporation)
|
001-33934 (Commission
File Number)
|
26-1294270
(I.R.S. Employer
Identification No.)
|
225 North Main Street, Cape May Court House, New Jersey 08210
(Address of principal executive offices)
(609) 465-5600
Registrant's telephone number, including area code
Not Applicable
(Former Name or former address, if changed since last report)
|
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))
|
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Executive Change in Control Agreement. The Board of Directors of Cape Bank (the “Board of Directors”) approved an executive change in control agreement with Edward J. Geletka, the newly appointed Executive Vice President and Chief Operating Officer of Cape Bank. The term of the agreement will begin on July 20, 2015 and continue until October 1, 2015 (the “Anniversary Date”). Within 90 days prior to the Anniversary Date and within 90 days of each succeeding anniversary of the Anniversary Date, the Chief Executive Officer of Cape Bank will provide a recommendation to the Board of Directors regarding the renewal or nonrenewal of the agreement. On the basis of the Chief Executive Officer’s recommendation, the disinterested members of the Board of Directors or, in the discretion of the Board of Directors, a committee designed by the Board of Directors, will conduct a comprehensive performance evaluation and review for purposes of determining whether to extend the term of the agreement for an additional year. If it is determined not to extend the term of the agreement, such agreement will end on the Anniversary Date of the agreement. In the event that at any time prior to the agreement’s Anniversary Date, Cape Bank or Cape Bancorp, Inc. enters into a change in control agreement, the agreement will terminate twelve months following the date on which the change in control occurs.
In the event of termination of employment within twelve months following a change in control and during the term of the agreement by Cape Bank for other than cause, or by the executive for “good reason,” as defined in the agreement, then Cape Bank will pay the executive as severance pay a lump-sum cash payment equal to two times the executive’s base salary and average bonus earned during the three years prior to the year in which the termination occurs. Severance benefits will be payable within ten calendar days of the executive’s termination. In addition, the executive will be entitled, at no expense to him, to the continuation of substantially comparable life, non-taxable medical and dental coverage for two years following the date of termination, provided that, if earlier, such non-taxable medical and dental coverage will cease on the date the executive becomes eligible for Medicare unless he is covered by family coverage or coverage for self and spouse, in which case the executive’s family or spouse will continue to be covered for the remainder of the two-year period. In the event the payment or provision of benefits in kind would be deemed illegal or subject to taxes or penalties, such benefits will be replaced with a cash lump sum payment, to the extent permitted by law.
The agreement provides that for one year following the termination of employment for which the executive is entitled to a benefit, the executive agrees not to (i) solicit or take any other action intended to have the effect of causing any officer or employee of Cape Bank or Cape Bancorp, Inc. to terminate employment and accept employment with or become affiliated with or provide services to a business that competes with the business of Cape Bank, Cape Bancorp, Inc. or any subsidiary or affiliate, that has headquarters or offices within 25 miles of any location in which Cape Bank or Cape Bancorp, Inc. has business operations or has filed an application for regulatory approval to establish an office; or (ii) solicit or take any other action intended to cause any customer of Cape Bank to terminate an existing business or commercial relationship with Cape Bank.
The foregoing description of the change in control agreement with Mr. Geletka is qualified in its entirety by reference to the change in control agreement that is attached hereto as Exhibit 10.1 of this Current Report on Form 8-K, and is incorporated by reference into this Item 5.02.
Item 9.01. Financial Statements and Exhibits.
|
(a)
|
Financial Statements of Businesses Acquired: None
|
|
|
(b)
|
Pro Forma Financial Information: None
|
|
|
(c)
|
Shell company transactions: None
|
|
|
(d)
|
Exhibits:
|
|
|
Exhibit Number
|
Description
|
|
|
Exhibit 10.1
|
Change in Control Agreement between Cape Bank and Edward J. Geletka
|
|
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.
|
CAPE BANCORP, INC.
|
|
|
Date: July 23, 2015
|
By: /s/ Guy Hackney
|
|
Guy Hackney
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Duly Authorized Representative)
|