BANCORP OF NEW JERSEY,INC. (NYSEMKT:BKJ) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On March23, 2017, the Registrant and the Bank of New Jersey, the
Registrants wholly owned subsidiary (the Bank, and collectively
with the Registrant, the Employer), entered into an Amended and
Restated Employment Agreement (the Agreement) with Nancy E.
Graves, the President and Chief Executive Officer of the
Registrant and President and Chief Executive Officer of Bank. The
Agreement has an initial term of three years, provided that the
term shall be extended for an additional year on the first
anniversary of the Agreement and on each anniversary thereafter,
unless either the Employer or the Ms.Graves delivers written
notice to the other party not less than 90 days prior to the
applicable anniversary.
Ms.Graves is entitled to a base salary of $450,000, subject to
annual review and potential increase, discretionary and/or
performance-based annual cash incentive/bonus payments as
authorized by the board of directors or compensation committee of
the Registrant, and to participate in the equity compensation
plans maintained by the Company from time to time. Ms.Graves cash
bonus for the 2017 fiscal year shall not exceed $150,000.
Ms.Graves is also entitled to a reimbursement of reasonable
business expenses and to participate in the benefit plans offered
to the Banks employees, generally, such as medical insurance,
group term life insurance and a 401(k)plan. Ms.Graves is also
eligible to participate in the Registrants long-term equity
incentive program and to the agreement was granted an award of
30,000 shares of the Registrants restricted stock, with one-third
vesting annually on December31, 2017, 2018, and 2019,
respectively.
The agreement contemplates termination in various circumstances.
In the event of termination by the Employer as a result of
Ms.Graves disability, as defined in the agreement, the Registrant
will pay to Ms.Graves any bonus or other short-term incentive
compensation earned, but not yet paid, and cause any unvested
portion of the restricted stock award referenced above to become
fully vested. In the event Ms.Graves is terminated other than for
cause, as defined in the agreement, or if she resigns for good
reason, as also defined in the agreement, she will be entitled to
receive severance pay equal the aggregate of her then current
base salary plus the average of her last two years annual
bonus(es), multiplied by two. In addition, Employer will pay an
amount towards Ms.Graves monthly COBRA premiums in an amount
equal to the amount the Registrant was paying immediately prior
to termination for one year. If Ms.Graves is terminated for
cause, she shall not be entitled to any further compensation to
the Agreement.
The Agreement includes non-compete, non-solicitation and
confidentiality provisions, as well as a compensation clawback
provision.
If Ms.Graves employment is terminated without cause or if she
resigns for Good Reason, in each case within one year after a
Change in Control, as defined in the Agreement, then she shall
receive her a single lump sum amount equal to 299% of the sum of
(A)her current rate of annual base salary in effect immediately
preceding such termination and (B)the average of her last two
years annual bonus(es). In addition, Employer will pay an amount
towards Ms.Graves monthly COBRA premiums in an amount equal to
what Employer was paying immediately prior to termination for one
year. These payments are subject to reduction in the event they
would constitute an excess parachute payment within the meaning
of Section280G of the Internal Revenue Code and be subject to the
excise tax imposed by Section4999 of the Internal revenue Code.
The foregoing descriptions of the employment agreement and change
of control agreement with Ms.Graves are qualified in their
entirety by reference to the text of the employment agreement and
change of control agreement, which are filed as Exhibits 10.1 to
this current report on Form8-K and incorporated herein by
reference.
Item 9.01Financial Statements and Exhibits.
The following exhibits are filed with this Form8-K:
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ExhibitNo. |
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Description |
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10.1 |
Employment Agreement by and among the Registrant, Bank of |
About BANCORP OF NEW JERSEY, INC. (NYSEMKT:BKJ)
Bancorp of New Jersey, Inc. is a bank holding company for Bank of New Jersey (the Bank). The Company’s primary business is ownership and supervision of the Bank. The Company, through the Bank, conducts a traditional commercial banking business, accepting deposits from the general public, including individuals, businesses, non-profit organizations and governmental units. The Bank makes commercial loans, consumer loans, and both residential and commercial real estate loans. In addition, the Bank provides other customer services and makes investments in securities. The principal market for its deposit gathering and lending activities lies within Bergen County in New Jersey. The total loans amount to approximately $652.3 million; total securities amount to approximately $66.59 million, and total deposits amount to approximately $692.3 million. The Bank’s subsidiaries include BONJ-New York Corp., BONJ-New Jersey Investment Company, BONJ-Delaware Investment Company and BONJ REIT Inc. BANCORP OF NEW JERSEY, INC. (NYSEMKT:BKJ) Recent Trading Information
BANCORP OF NEW JERSEY, INC. (NYSEMKT:BKJ) closed its last trading session down -0.15 at 14.85 with 8,189 shares trading hands.