8-K

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) April 7, 2010

PEAPACK-GLADSTONE FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
New Jersey	001-16197	22-3537895
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)
158 Route 206, Peapack-Gladstone, New Jersey		07934
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (908) 234-0700

  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):

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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 7, 2010, the Corporation and Jeffrey J. Carfora (the “Executive”) entered into a Change in Control Agreement and an Employment Agreement.  The agreements entered into between the Corporation and the Executive are attached hereto as Exhibit 10.1 and Exhibit 10.2.

Change in Control Agreement

The Change in Control Agreement extends for three years with an automatic extension at the end of each year.  In the event that (a) there is a change in control (as defined in the agreement) and (b) the executive either resigns for good reason or is terminated without cause (each as defined in the agreement) the Executive will be entitled to (i) an immediate lump-sum payment equal to three (3.0) times the highest annual cash compensation, consisting solely of salary and bonus, as well as any 401(k) deferral, paid to the Executive during any calendar year in each of the three calendar years immediately prior to the change in control and (ii) certain health and other benefits.  In the event that the severance payments and benefits under the agreements, together with any other parachute payments, would constitute an excess parachute payment under Section 280G of the Internal Revenue Code, the payments would be increased in an amount sufficient to pay the excise taxes and other income and payroll taxes necessary to allow the executive to retain the same net amount, after such taxes, as each was otherwise entitled to receive.

Employment Agreement

The Employment Agreement, with a term of two years, provides among other things for (i) participation during the employment term in all compensation and employee benefits plans for which any salaried employees of the Corporation are eligible, (ii) an annual base salary equal to $206,000 and (iii) discretionary bonus payments with respect to each calendar year.  Under the agreement, if the executive’s employment is terminated without cause, the Corporation shall pay the executive’s base salary for a period equal to two years from the effective date of such termination.  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 as of the date of termination of employment.  The employment agreement also includes certain non-compete and non-solicitation provisions.

The foregoing descriptions are qualified in its entirely by Exhibit 10.1 and Exhibit 10.2, which are incorporated herein by reference.

Restrictions under the Capital Purchase Program and the American Recovery and Reinvestment Act of 2009

In January 2009 the Corporation entered into a Securities Purchase Agreement with the United States Treasury that provides for its participation in the Capital Purchase Program (“CPP”) under the Treasury’s Troubled Assets Relief Program.  The Corporation is subject to several compensation-related limitations during its participation in the CPP including that each named executive officer has agreed to forego all golden parachute payments.  “Golden parachute payment” was defined under the CPP and was subsequently redefined under the American Recovery and Reinvestment Act of 2009 (the “Stimulus Act”) as any severance payment resulting from involuntary termination of employment, or from bankruptcy of the employer, except for payments for services performed or benefits accrued.  Consequently, under the

Stimulus Act, the Corporation is prohibited from making certain severance payment during its participation in the CPP which would include the payments described above.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

10.1 Change in Control Agreement by and between Jeffrey J. Carfora and the Corporation dated April 7, 2010.

10.2 Employment Agreement by and between Jeffrey J. Carfora and the Corporation dated April 7, 2010.

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: April 12, 2010	By:	/s/ Robert M. Rogers
		Name:	Robert M. Rogers
		Title:	President and Chief Operating Officer

EXHIBIT INDEX

Exhibit No.	Title
10.1	Change in Control Agreement by and between Jeffrey J. Carfora and the Corporation dated April 7, 2010.
10.2	Employment Agreement by and between Jeffrey J. Carfora and the Corporation dated April 7, 2010.

EX-10.1

Exhibit 10.1

AMENDED AND RESTATED

CHANGE-IN-CONTROL AGREEMENT

“JEFFREY CARFORA”

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), is made as of this April 7, 2010”, among PEAPACK-GLADSTONE BANK (“Bank”), a New Jersey state banking association with its principal office at 190 Main Street, Gladstone, New Jersey 07934, PEAPACK-GLADSTONE FINANCIAL CORPORATION (“Peapack”), a New Jersey Corporation which maintains its principal office at 158 Route 206 North, Gladstone, New Jersey 07934 (Peapack and the Bank collectively are the “Company”) and JEFFREY CARFORA (the “Executive”).

BACKGROUND

WHEREAS, the Executive has been continuously employed by the Bank for many years;

WHEREAS, the Executive throughout his tenure has worked diligently in his position in the business of the Bank and Peapack;

WHEREAS, the Board of Directors of the Bank and Peapack believe that the future services of the Executive are of great value to the Bank and Peapack and that it is important for the growth and development of the Bank that the Executive continue in his position;

WHEREAS, if the Company receives any proposal from a third person concerning a possible business combination with, or acquisition of equities securities of, the Company, the Board of Directors of the Company (the “Board”) believes it is imperative that the Company and the Board be able to rely upon the Executive to continue in his position, and that they be able to receive and rely upon his advice, if they request it, as to the best interests of the Company and its shareholders, without concern that the Executive might be distracted by the personal uncertainties and risks created by such a proposal;

WHEREAS, to achieve that goal, and to retain the Executive's services prior to any such activity, the Board of Directors and the Executive have agreed to enter into this Agreement to govern the Executive's termination benefits in the event of a Change in Control of the Company, as hereinafter defined.

NOW, THEREFORE, to assure the Company that it will have the continued dedication of the Executive and the availability of his advice and counsel notwithstanding the possibility, threat or occurrence of a bid to take over control of the Company, and to induce the Executive to remain in the employ of the Company, and for other good and valuable consideration, the Company and the Executive, each intending to be legally bound hereby agree as follows:

Definitions

a.               Cause.  For purposes of this Agreement “Cause” with respect to the termination by the Company of Executive's employment shall mean (i) willful and continued failure by the Executive to perform his duties for the Company under this Agreement after at least one warning in writing from the Company's Board of Directors identifying specifically any such failure; (ii) the willful engaging by the Executive in misconduct which causes material injury to the Company as specified in a written notice to the Executive from the Board of Directors; or (iii) conviction of a crime, other than a traffic violation, habitual drunkenness, drug abuse, or excessive absenteeism other than for illness, after a warning (with respect to drunkenness or absenteeism only) in writing from the Board of Directors to refrain from such behavior.  No act or failure to act on the part of the Executive shall be considered willful unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the action or omission was in the best interest of the Company.

b.                Change in Control.  “Change in Control” means any of the following events: (i) when Peapack or a Subsidiary acquires actual knowledge that any person (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act), other than an affiliate of Peapack or a Subsidiary or an employee benefit plan established or maintained by Peapack, a Subsidiary or any of their respective affiliates, is or becomes the

beneficial owner (as defined in Rule 13d-3 of the Exchange Act) directly or indirectly, of securities of Peapack representing more than twenty-five percent (25%) of the combined voting power of Peapack's then outstanding securities (a “Control Person”), (ii) upon the first purchase of Peapack's common stock pursuant to a tender or exchange offer (other than a tender or exchange offer made by Peapack, a Subsidiary or an employee benefit plan established or maintained by Peapack, a Subsidiary or any of their respective affiliates), (iii) upon the approval by Peapack's stockholders of (A) a merger or consolidation of Peapack with or into another corporation (other than a merger or consolidation which is approved by at least two-thirds of the Continuing Directors (as hereinafter defined) and the definitive agreement for which provides that at least two-thirds of the directors of the surviving or resulting corporation immediately after the transaction are Continuing Directors (a “Non-Control Transaction”)), (B) a sale or disposition of all or substantially all of Peapack's assets or (C) a plan of liquidation or dissolution of Peapack, (iv) if during any period of two (2) consecutive years, individuals who at the beginning of such period constitute the Board (the “Continuing Directors”) cease for any reason to constitute at least two-thirds thereof or, following a Non-Control Transaction, two-thirds of the board of directors of the surviving or resulting corporation; provided that any individual whose election or nomination for election as a member of the Board (or, following a Non-Control Transaction, the board of directors of the surviving or resulting corporation) was approved by a vote of at least two-thirds of the Continuing Directors then in office shall be considered a Continuing Director, or (v) upon a sale of (A) common stock of the Bank if after such sale any person (as such term is used in Section 13(d) and 14(d)(2) of the Exchange Act) other than Peapack, an employee benefit plan established or maintained by Peapack or a Subsidiary, or an affiliate of Peapack or a Subsidiary, owns a majority of the Bank's common stock or (B) all or substantially all of the Bank's assets (other than in the ordinary course of business).  No person shall be considered a Control Person for purposes of clause (i) above if (A) such person is or becomes the beneficial owner, directly or indirectly, of more than ten percent (10%) but less than twenty-five percent (25%) of the combined voting power of Peapack's then outstanding securities if the acquisition of all voting securities in excess of ten percent (10%) was approved in

advance by a majority of the Continuing Directors then in office or (B) such person acquires in excess of ten percent (10%) of the combined voting power of Peapack's then outstanding voting securities in violation of law and by order of a court of competent jurisdiction, settlement or otherwise, disposes or is required to dispose of all securities acquired in violation of law.

c.              Contract Period.  “Contract Period” shall mean the period commencing the day immediately preceding a Change in Control and ending on the earlier of (i) the third anniversary of the Change in Control or (ii) the death of the Executive.  For the purpose of this Agreement, a Change in Control shall be deemed to have occurred at the date specified in the definition of Change-in-Control.

d.              Exchange Act.  “Exchange Act” means the Securities Exchange Act of 1934, as amended.

e.               Good Reason.  When used with reference to a voluntary termination by Executive of his employment with the Company, “Good Reason” shall mean any of the following, if taken without Executive's express written consent:

(1)               The assignment to Executive of any duties inconsistent with, or the reduction of powers or functions associated with, Executive's position, title, duties, responsibilities and status with the Company immediately prior to a Change in Control; any removal of Executive from, or any failure to re-elect Executive to, any position(s) or office(s) Executive held immediately prior to such Change in Control.  A change in title or positions resulting merely from a merger of the Company into or with another bank or company which does not downgrade in any way the Executive's powers, duties and responsibilities shall not meet the requirements of this paragraph;

(2)               A reduction by the Company in Executive's annual base compensation as in effect immediately prior to a Change in Control or the failure to award Executive annual increases in accordance herewith;

(3)                A failure by the Company to continue any bonus plan in which Executive participated immediately prior to the Change in control or a failure by the Company to continue Executive as a participant in such plan on at least the same basis as Executive participated in such plan prior to the Change in Control;

(4)                The Company's transfer of Executive to another geographic location outside of New Jersey or more than 25 miles from his present office location, except for required travel on the Company's business to an extent substantially consistent with Executive's business travel obligations immediately prior to such Change in Control;

(5)                The failure by the Company to continue in effect any employee benefit plan, program or arrangement (including, without limitation the Company's retirement plan, benefit equalization plan, life insurance plan, health and accident plan, disability plan, deferred compensation plan or long term stock incentive plan) in which Executive is participating immediately prior to a Change in Control (except that the Company may institute or continue plans, programs or arrangements providing Executive with substantially similar benefits); the taking of any action by the Company which would adversely affect Executive's participation in or materially reduce Executive's benefits under, any of such plans, programs or arrangements; the failure to continue, or the taking of any action which would deprive Executive, of any material fringe benefit enjoyed by Executive immediately prior to such Change in Control; or the failure by the Company to provide Executive with the number of paid vacation days to which Executive was entitled immediately prior to such Change in Control;

(6)                The failure by the Company to obtain an assumption in writing of the obligations of the Company to perform this Agreement by any successor to the Company and to provide such assumption to the Executive prior to any Change in Control; or

(7)                Any purported termination of Executive's employment by the Company during the term of this Agreement which is not effected pursuant to all of the requirements of this Agreement; and, for purposes of this Agreement, no such purported termination shall be effective.

f.               Subsidiary.  “Subsidiary” means any corporation in an unbroken chain of corporations, beginning with Peapack, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

2.             Employment.  The Company hereby agrees to employ the Executive, and the Executive hereby accepts employment, during the Contract Period upon the terms and conditions set forth herein.

3.             Position.  During the Contract Period the Executive shall be employed as Senior Vice President of  Peapack-Gladstone Bank, or such other corporate or divisional profit center as shall then be the principal successor to the business, assets and properties of the Company, with substantially the same title and the same duties and responsibilities as before the Change in Control.  The Executive shall devote his full time and attention to the business of the Company, and shall not during the Contract Period be engaged in any other business activity.  This paragraph shall not be construed as preventing the Executive from managing any investments of his which do not require any service on his part in the operation of such investments.

4.             Cash Compensation.  The Company shall pay to the Executive compensation for his services during the Contract Period as follows:

a.              Base Salary.  A base annual salary equal to the annual salary in effect as of the Change in Control.  The annual salary shall be payable in installments in accordance with the Company's usual payroll method.

b.              Annual Bonus.  An annual cash bonus equal to at least the average of the bonuses paid to the Executive in the three years prior to the Change in Control.  The bonus shall be payable at the time and in the manner which the Company paid such bonuses prior to the Change in Control.

c.               Annual Review.  The Board of Directors of the Company during the Contract Period shall review annually, or at more frequent intervals which the Board determines is appropriate, the Executive's compensation and shall award him additional compensation to reflect the Executive's performance, the performance of the Company and competitive compensation levels, if appropriate, all as determined in the discretion of the Board of Directors.

5.             Expenses and Fringe Benefits.

a.               Expenses.  During the Contract Period, the Executive shall be entitled to reimbursement for all business expenses incurred by him with respect to the business of the Company in the same manner and to the same extent as such expenses were previously reimbursed to him immediately prior to the Change in Control.

b.               Supplemental Retirement Plan.  During the Contract Period, if the Executive was entitled to benefits under any supplemental retirement plan prior to the Change in Control, the Executive shall be entitled to continued benefits under such plan after the Change in Control and such plan may not be modified to reduce or eliminate such benefits during the Contract Period.

c.               Club Membership and Automobile.  If prior to the Change in Control, the Executive was entitled to membership in a country club and/or the use of an automobile, he shall be entitled to the same membership and/or use of an automobile at least comparable to the automobile provided to him prior to the Change in Control.

d.               Other Benefits.  The Executive also shall be entitled to vacations and sick days, in accordance with the practices and procedures of the Company, as such existed immediately prior to the Change in Control.  During the Contract Period, the Executive also shall be entitled to hospital, health, medical and life insurance, and any other benefits enjoyed, from time to time, by senior officers of the Company, all upon terms as favorable as those enjoyed by other senior officers of the Company.  Notwithstanding anything in this paragraph 5(d) to the contrary, if the Company adopts any change in the benefits provided for senior officers of

the Company, and such policy is uniformly applied to all officers of the Company (and any successor or Acquiror of the Company, if any), including the chief executive officer of such entities, then no such change shall be deemed to be contrary to this paragraph.

6.            Termination for Cause.  The Company shall have the right to terminate the Executive for Cause, upon written notice to him of the termination which notice shall specify the reasons for the termination.  In the event of termination for Cause the Executive shall not be entitled to any further benefits under this Agreement.

7.            Disability.  During the Contract Period if the Executive becomes permanently disabled, or is unable to perform his duties hereunder for 4 consecutive months in any 12 month period, the Company may terminate the employment of the Executive.  In such event, the Executive shall not be entitled to any further benefits under this Agreement.

8.            Death Benefits.  Upon the Executive's death during the Contract Period, his estate shall not be entitled to any further benefits under this Agreement.

9.            Termination Without Cause or Resignation for Good Reason.  The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice.  The Executive may resign for Good Reason during the Contract Period upon four weeks' written notice to the Company specifying facts and circumstances claimed to support the Good Reason.  The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason.  If the Company terminates the Executive's employment during the Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shall, subject to Section 12 hereof:

(a)           Within 20 business days of the termination of employment (as determined under Section 409A of the Internal Revenue Code) pay the Executive a lump sum severance payment in an amount equal to

three (3.0) times the highest annual cash compensation, consisting solely of salary and bonus, as well as any 401(k) deferral, paid to the Executive during any calendar year in each of the three calendar years immediately prior to the Change in Control, along with any Gross-Up Payment due under Section 12 hereof for the calendar year of the termination; and

(b)           Continue to provide the Executive during the remainder of the Contract Period with health, hospitalization and medical insurance, as were provided at the time of the termination of his employment with the Company, at the Company's cost (subject to standard deductibles and co-pays, and the Executive’s continuing payment of his part of the premium for family coverage, if applicable).

The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period.  If the Company fails to pay the Executive the lump sum amount due him hereunder or the Gross-Up Payment due under Section 12 hereof, or to provide him with the health, hospitalization and medical insurance benefits due under this section, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, shall be entitled to recover from the Company all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the terms of this Agreement.  The Executive shall be denied payment of his legal fees and expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in good faith.

10.           Resignation Without Good Reason.  The Executive shall be entitled to resign from the employment of the Company at any time during the Contract Period without Good Reason, but upon such resignation the Executive shall not be entitled to any additional compensation for the time after which he ceases to be employed by the Company, and shall not be entitled to any of the other benefits provided hereunder.  No such resignation shall be effective unless in writing with four weeks' notice thereof.

11.           Non-Disclosure of Confidential Information.

a.               Non-Disclosure of Confidential Information.  Except in the course of his employment with the Company and in the pursuit of the business of the Company or any of its subsidiaries or affiliates, the Executive shall not, at any time during or following the Contract Period, disclose or use, any confidential information or proprietary data of the Company or any of its subsidiaries or affiliates.  The Executive agrees that, among other things, all information concerning the identity of and the Company's relations with its customers is confidential information.

b.               Specific Performance.  Executive agrees that the Company does not have an adequate remedy at law for the breach of this section and agrees that he shall be subject to injunctive relief and equitable remedies as a result of the breach of this section.  The invalidity or unenforceability of any provision of this Agreement shall not affect the force and effect of the remaining valid portions.

c.               Survival.  This section shall survive the termination of the Executive's employment hereunder and the expiration of this Agreement.

12.           Gross-Up for Taxes.

a.              Additional Payments.  If, for any taxable year, Executive shall be liable for the payment of an excise tax under Section 4999 or other substitute or similar tax assessment (the "Excise Tax") of the Internal Revenue Code of 1986, as amended (the "Code"), including the corresponding provisions of any succeeding law, with respect to any payments under this Section 12 or any payments and/or benefits under this Agreement or under any benefit plan of the Company applicable to Executive individually or generally to executives or employees of the Company, then, the Company shall pay to the Executive, subject to Section 15 hereof by paying the withholding for the Executive, an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax on such payments and benefits and any federal, state and local income tax and Excise Tax upon payments provided for in this Section 12, shall be equal to the payments due to the Executive hereunder and the payments and/or benefits due to the Executive under any benefit plan of the Company.  Each Gross-Up Payment shall be made in good funds upon the later of

(i) five (5) days after the date the Executive notifies the Company or the Company receives notice from the certified public accounting firm of its need to make such Gross-Up Payment, or (ii) the date of any payment causing the liability for such Excise Tax.  The amount of any Gross-Up Payment under this section shall be computed by a nationally recognized certified public accounting firm designated jointly by the Company and the Executive.  The cost of such services by the accounting firm shall be paid by the Company.  If the Company and the Executive are unable to designate jointly the accounting firm, then the firm shall be the accounting firm used by the Company immediately prior to the Change in Control.

b.             IRS Disputed Claims.  The Executive shall notify the company in writing of any claim by the Internal Revenue Service ("IRS") that, if successful, would require the payment by the Company of a Gross-Up Payment in addition to that payment previously paid by the Company pursuant to this section.  Such notification shall be given an soon as practicable but no later than fifteen (15) business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim, the date on which such claim is requested to be paid, and attach a copy of the IRS notice.  The Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which the Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due).  If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:

(i)  Give the Company any information reasonably requested by the Company relating to such claim;

(ii)  Take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company;

(iii)  Cooperate with the Company in good faith in order effectively to contest such claim; and

(iv)  Permit the Company to participate in any proceedings relating to such claim; provided, however that the Company shall pay directly all costs and expenses (including legal and accounting fees, as well as other expenses and any additional interest and penalties) incurred by the Executive and the Company in connection with an IRS levy, contest or claim and provided further that the Company shall not take any action or fail to make any Gross-Up Payment so as to cause the assessment of any IRS levy and the Company shall cause any levy so assessed to be immediately released by payment of the Gross-Up Amount, together with all costs, interest and penalties.

13.           Term and Effect Prior to Change in Control.

a.               Term.  Except as otherwise provided for hereunder, this Agreement shall commence on the date hereof and shall remain in effect for a period of 3 years from the date hereof (the “Initial Term”) or until the end of the Contract Period, whichever is later.  The Initial Term shall be automatically extended for an additional one year period on the anniversary date hereof (so that the Initial Term is always 3 years) unless, prior to a Change in Control, the Chairman of the Board of Directors of Peapack notifies the Executive in writing at any time that the Contract is not so extended, in which case the Initial Term shall end upon the later of (i) 3 years after the date hereof, or (ii) 2 years after the date of such written notice.

b.               No Effect Prior to Change in Control.  This Agreement shall not affect any rights of the Company to terminate the Executive prior to a Change in Control or any rights of the Executive granted in any other agreement or contract or plan with the Company.  The rights, duties and benefits provided hereunder shall only become effective upon and after a Change in Control.  If the full-time employment of the Executive by the Company is ended for any reason prior to a Change in Control, this Agreement shall thereafter be of no further force and effect.

14.          Severance Compensation and Benefits Not in Derogation of Other Benefits.  Anything to the contrary herein contained notwithstanding, the payment or obligation to pay any monies, or granting of any benefits, rights or privileges to Executive as provided in this Agreement shall not be in lieu or derogation of the

rights and privileges that the Executive now has or will have under any plans or programs of or agreements with the Company, except that if the Executive received any payment hereunder, he shall not be entitled to any payment under the Company’s severance policies for officers and employees.

15.          Payroll and Withholding Taxes.  All payments to be made or benefits to be provided hereunder by the Company shall be subject to applicable federal and state payroll or withholding taxes.  Any Gross-Up Payment shall be made in the form of withholding taxes and shall not be paid to the Executive, but shall be sent to the IRS in the ordinary course of the Company’s payroll withholding.

16.          Delay in Payment.   Notwithstanding anything else to the contrary in this Agreement, or any other plan, contract, program or otherwise, the Company (and its affiliates) are expressly authorized to delay any scheduled payments under this Agreement and any other plan, contract, program or otherwise, as such payments relate to the Executive, if the Company (or its affiliates) determines that such delay is necessary in order to comply with the requirements of Section 409A of the Internal Revenue Code.  No such payment may be delayed beyond the date that is six (6) months following the Executive’s separation from service (as defined in Section 409A).  At the end of such period of delay, the Executive will be paid the delayed payment amounts, plus interest for the period of such delay.  For purposes of the preceding sentence, interest shall be calculated using the six (6) month Treasury Bill rate in effect on the date on which the payment is delayed, and shall be compounded daily.  Notwithstanding the foregoing, in the event that the conditions of the severance exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) are satisfied, payment of the benefit will not be delayed for six (6) months following termination from employment to the extent permitted under the severance exception.  This Agreement is intended to be compliant with the terms and conditions of Section 409A of the Internal Revenue Code, and shall be administered accordingly.

17.          Prohibition on Any Payment that Becomes Due While TARP Restrictions Apply.    At the time of execution of this Agreement, the Company is subject to certain limitations arising as a result of the Company’s participation in the Capital Purchase Program (“CPP”) of the Troubled Asset Relief Program

(“TARP”), through the United States Treasury’s purchase of preferred stock of the Company under the CPP.  At the time of execution of this Agreement, the United States Treasury’s interim final rules issued under the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009, specifically 31 C.F.R. § 30.9, prohibit the Company, as a TARP recipient, from making any golden parachute payment to a senior executive officer and any of the next five most highly compensated employees during the TARP period (as such terms are defined under the interim final rule).  Accordingly, the Executive and the Company hereby specifically agree that, notwithstanding any other provision of this Agreement, no payments or benefits shall be payable to the Executive hereunder or due to the Executive in the future hereunder if the employment of the Executibve is terminated at a time when the Company is prohibited from making a golden parachute payment to the Executive (and that any payments made hereunder that do violate the TARP standards are subject to immediate repayment by the Executive and immediate clawback by the Company).

18.          Miscellaneous.  This Agreement is the joint and several obligation of the Bank and Peapack.  The terms of this Agreement shall be governed by, and interpreted and construed in accordance with the provisions of, the laws of New Jersey.  This Agreement supersedes all prior agreements and understandings with respect to the matters covered hereby, including expressly any prior agreement with the Company concerning change-in-control benefits.  The amendment or termination of this Agreement may be made only in a writing executed by the Company and the Executive, and no amendment or termination of this Agreement shall be effective unless and until made in such a writing.  This Agreement shall be binding upon any successor (whether direct or indirect, by purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of the assets of the Company.  This Agreement is personal to the Executive and the Executive may not assign any of his rights or duties hereunder but this Agreement shall be enforceable by the Executive's legal representatives, executors or administrators.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.

(signature page to follow)

IN WITNESS WHEREOF, Peapack-Gladstone Bank and Peapack-Gladstone Financial Corporation each have caused this Agreement to be signed by their duly authorized representatives pursuant to the authority of their Boards of Directors, and the Executive has personally executed this Agreement, all as of the day and year first written above.

ATTEST:		PEAPACK-GLADSTONE
		FINANCIAL CORPORATION
/s/ Antoinette Rosell		By:	/s/ Frank A. Kissel
Antoinette Rosell	, Secretary		Frank A. Kissel	,Chairman
ATTEST:		PEAPACK-GLADSTONE BANK
/s/ Antoinette Rosell		By:	/s/ Frank A. Kissel
Antoinette Rosell	, Secretary		Frank A. Kissel	,Chairman
WITNESS:
/s/ Bridget J. Walsh		/s/ Jeffrey J. Carfora
Bridget J. Walsh		Jeffrey J. Carfora		, Executive

EX-10.2

Exhibit 10.2

PEAPACK-GLADSTONE EMPLOYMENT AGREEMENT

OF JEFFREY CARFORA

This EMPLOYMENT AGREEMENT is as of APRIL 7, 2010, by and between Peapack-Gladstone Financial Corporation (“PGFC”) and Peapack-Gladstone Bank (the “Bank”) (PGFC and the Bank are collectively referred to herein as the “Company”), and EXECUTIVE JEFFREY CARFORA (“Executive”), whose home address is 24 Karla Drive, Whippany, NJ 07981.

WITNESSETH:

WHEREAS, the Company desires to employ Executive pursuant to an agreement embodying the terms of such employment (this “Agreement”) and Executive desires to enter into this Agreement and to accept such employment, subject to the terms and provisions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Section 1.  Term of Employment.

(a)           The term of Executive’s employment under this Agreement shall commence on April 7, 2010, (the “Effective Date”) and end on June 2, 2010 (the “Original Term of Employment”), unless terminated earlier in accordance herewith.

(b)           The Original Term of Employment shall be automatically renewed for successive one-year terms (the “Renewal Terms”) so long as the Company does not, prior to 60 days before such expiration date, deliver a notification of non-renewal to Executive stating that the Company is electing to terminate this Agreement at the expiration of the then current Term of Employment.  “Term of Employment” shall mean the Original Term of Employment and all Renewal Terms.  In the event that this Agreement is not renewed because the Company has given the 60-day notice prescribed in the preceding paragraph on or before the expiration of the Original Term of Employment or any Renewal Term, such non-renewal shall be treated as a “Termination Without Cause” pursuant to Section 5.

Section 2.  Position and Duties.  During the Term of Employment, the Executive shall serve as the “EXECUTIVE VICE PRESIDENT/CHIEF FINANCIAL OFFICER” of the Company.  The Executive shall have such powers and duties as are commensurate with such position and as may be conferred upon him by the Board of Directors of the Company (the “Board”).  During the Term of Employment, the Executive shall devote all of his/her business time, attention, skill and efforts exclusively to the business and affairs of the Company and its subsidiaries.  Notwithstanding the foregoing, the Executive may engage in charitable, educational, religious, civic and similar types of activities, speaking engagements, membership on the board of directors of other organizations, and similar activities to the extent that such activities do not inhibit the performance of his/her duties hereunder or conflict in any material way with the business of the Company and its subsidiaries.

Section 3.  Compensation.  For all services rendered by the Executive in any capacity required hereunder during the Term of Employment, including, without limitation, services as an executive officer,

director, or member of any committee of the Company or any of its subsidiaries, the Executive shall be compensated as follows:

(a)           The Company shall pay the Executive a fixed salary at a rate per annum equal to $206,000(“Base Salary”).  Base Salary shall be payable bi-weekly.

(b)           The Executive shall be eligible to receive a bonus with respect to the Term of Employment.  The amount, terms and conditions of such bonus shall be determined in due course by the Board.

(c)           The Executive shall be entitled to a prorated vacation of three weeks in 2008 and five weeks of vacation in each calendar year following during the Term of Employment.  The Executive shall not be entitled to carryover vacation from one year to another or to any payment in respect of any unused vacation.

(d)           The Executive shall be entitled to participate in all compensation and employee benefit plans for which any salaried employees of the Company are eligible. Notwithstanding the foregoing, nothing in this Agreement shall preclude the amendment or termination of any such plan or program.  Executive will not be entitled to severance under any severance plan of the Company other than pursuant to this Agreement.

Section 4.  Business Expenses.  The Company shall pay or reimburse the Executive for all reasonable entertainment, travel or other expenses incurred by the Executive in connection with the performance of his/her duties under this Agreement, subject to the Executive’s presentation of appropriate documentation in accordance with such procedures as the Company may from time to time establish.

Section 5.  Termination of Employment.

(a)           The Company shall have the right, upon delivery of written notice to the Executive, to terminate the Executive’s employment hereunder prior to the expiration of the Term of Employment:

(i)  pursuant to a Termination for Cause, or

(ii)  upon the Executive’s Permanent Disability, or

(iii)  pursuant to a Termination Without Cause.

(b)           The Executive shall have the right, upon delivery of written notice to the Company 30 days in advance of the proposed termination date, to terminate the Executive’s employment hereunder prior to the expiration of the Term of Employment in the Executive’s sole discretion.

(c)           The Executive’s employment hereunder shall terminate automatically without action by any party hereto upon the Executive’s death.

(d)           For purposes of this Agreement, the following terms have the following meanings:

“Termination for Cause” means a termination of the Executive’s employment by the Company because the Executive has (a) materially failed to perform the duties assigned to him hereunder or imposed upon him by applicable law, and such failure to perform constitutes self-dealing, willful misconduct or recklessness, (b) committed an act of dishonesty in the performance of his/her duties hereunder or engaged in conduct materially detrimental to the business of the Company, (c) been convicted of a felony or a misdemeanor involving moral turpitude, (d) materially failed to perform his/her duties hereunder, which breach or failure the Executive shall fail to remedy within 30 days after

written demand from the Company, (e) knowingly failed to follow lawful, written directives of the Board, or (f) engaged in any material employment act or practice, including but not limited to sexual harassment, forbidden by the Company in its employment manual as revised from time to time.

“Termination Without Cause” means a termination of the Executive’s employment by the Company other than due to Permanent Disability, retirement or expiration of the Term of Employment and other than a Termination for Cause.

“Permanent Disability” means permanently disabled so as to qualify for full benefits under the Company’s then-existing disability insurance policy.  If the Company does not maintain any such policy on the date of termination, “Permanent Disability” shall mean the inability of the Executive to work for a period of four full calendar months during any eight consecutive calendar months due to illness or injury of a physical or mental nature, supported by the completion by the Executive’s attending physician of a medical certification form outlining the disability and treatment.

Section 6.  Benefits Upon Termination.

(a)           In lieu of any severance that may otherwise be payable to the Executive pursuant to any policies of the Company, whether existing on the date hereof or in effect from time to time hereafter, in the event that the Company terminates the Executive’s employment pursuant to a Termination Without Cause, the Company shall continue to pay the Executive’s Base Salary for a period (the “Severance Period”) equal two years from the effective date of such termination.  The Executive also shall be entitled to any earned but unpaid Base Salary as of the effective date of termination of employment.  No other payments shall be made, or benefits provided, by the Company under this Agreement except as otherwise required by law or the Company’s benefit plans.

(b)           In the event that the Company terminates the Executive’s employment pursuant to a Permanent Disability, the Company shall pay the Executive any earned but unpaid Base Salary as of the date of termination of employment.  No other payments shall be made, or benefits provided, by the Company under this Agreement except as otherwise required by law or the Company’s benefit plans.

(c)           In the event that the Company terminates the Executive’s employment pursuant to a Termination for Cause or the Executive terminates his/her employment with the Company for any reason (including, without limitation, pursuant to any retirement), the Company shall pay the Executive any earned but unpaid Base Salary as of the date of termination of employment.  No other payments shall be made, or benefits provided, by the Company under this Agreement or otherwise except to the extent required by law or the Company’s benefit plans.

(d)           In the event that the Executive’s employment hereunder is terminated due to the Executive’s death, the Company shall pay the Executive’s executor or other legal representative (the “Representative”) any earned but unpaid Base Salary as of the date of termination of employment.  No other payments shall be made, or benefits provided, by the Company whether under this Agreement or otherwise except to the extent required by law or the Company’s benefit plans.

(e)           Any payments to be made or benefits to be provided by the Company pursuant to this Section 6 (other than in the event of the Executive’s death or Permanent Disability) are subject to the receipt by the Company of an effective general release and agreement not to sue, in form and substance reasonably satisfactory to the Company (the “Release”) pursuant to which the Executive agrees (i) to release all claims

against the Company and certain related parties (excluding claims for (x) indemnification under the Company’s Certificate of Incorporation or by-laws or (y) any severance benefits arising out of this Agreement or otherwise), (ii) not to maintain any action, suit, claim or proceeding against the Company, its subsidiaries and affiliates and certain related parties, and (iii) to be bound by certain confidentiality and mutual non-disparagement covenants specified therein.  Notwithstanding the due date of any post-employment payment, the Company shall not be obligated to make any payments under this Section 6 until after the expiration of any revocation period applicable to the Release.

(f)           The Executive shall not be required to mitigate the severance payments to be made to him hereunder and if the Executive obtains other employment while receiving severance payments hereunder he shall continue to be entitled to the benefits of this Agreement.

(g)           Notwithstanding anything else herein to the contrary in this Section 5 or otherwise, distributions to be made to Executive may be delayed for up to 6 months in order to avoid adverse tax implications to Executive, the Company or other similarly situated employees under Section 409A of the Internal Revenue Code of 1986 (the “Code”).  At the end of such period of delay, you will be paid the delayed payment amounts, plus interest for the period of any such delay.  For purposes of the preceding sentence, interest shall be calculated using the six (6) month Treasury Bill rate in effect on the date on which the payment is delayed, and shall be compounded daily.

Section 7.  Confidential Information. The Executive and the Company agree that all information pertaining to the affairs, business, clients, or customers of the Company or any of its subsidiaries, other than information that the Company has previously made publicly available, is confidential information belonging to the Company and is a unique and valuable asset of the Company.  Both during the Term of Employment hereof and thereafter, the Executive shall not, except to the extent reasonably necessary in the performance of his/her duties for the Company during the Term of Employment, disclose any information concerning the affairs, businesses, clients, or customers of the Company or its subsidiaries, or make use of any such information for his/her own purposes or for the benefit of any other person, firm, or corporation.  All records, memoranda, letters, books, papers, reports, or other data, and other records and documents relating to the Company or its subsidiaries, whether made by the Executive or otherwise coming into his/her possession, shall remain the property of the Company, no copies thereof shall be made which are not retained by the Company, and the Executive agrees, on termination of his/her employment not to retain any copies and deliver all such confidential information in his/her possession to the Company.

Section 8.  Non-Compete; Non-Solicitation.

(a)           During the period (the “Restricted Period”) commencing on the termination of his/her employment for any reason whatsoever, except in the event of Change in Control, during the Term of Employment and ending one year thereafter, the Executive shall not, without express prior written consent of the Company, directly or indirectly, own or hold any proprietary interest in, or be employed by or receive remuneration from, any corporation, partnership, sole proprietorship or other entity (collectively, an “entity”) “engaged in competition” (as defined below) with the Company or any of its subsidiaries (a “Competitor”). For purposes of the preceding sentence, (i) the term “proprietary interest” means direct or indirect ownership of an equity interest in an entity other than ownership of less than 2 percent of any class stock in a publicly-held entity, and (ii) an entity shall be considered to be “engaged in competition” if such entity is, or is a holding company for or a subsidiary of an entity which is engaged in the business of (A) providing banking, trust services, asset management advice, or similar financial services to consumers, businesses individuals or other

entities, and (B) the entity, holding company or subsidiary maintains any physical offices for the transaction of such business located within 50 miles of the main office of the Company.

(b)           During the Restricted Period, and for a period of one year thereafter, the Executive shall not, either directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation or business of whatever nature, (i) call upon any person or entity which is or has been within 24 months prior to the termination or other cessation of Executive’s employment for any reason, a customer of the Company or any subsidiary (each a “Customer”) for the direct or indirect purpose of soliciting or selling deposit, loan or trust products or services or (ii) induce any Customer to curtail, cancel, not renew, or not continue their business with the Company or any subsidiary.

(c)           During the Restricted Period, and for a period of one year thereafter, the Executive shall not, without the express prior written consent of the Company, directly or indirectly, (i) solicit or assist any third party in soliciting for employment any person employed by the Company or any of its subsidiaries at the time of the termination of the Executive’s employment (collectively, “Employees”), (ii) employ, attempt to employ or materially assist any third party in employing or attempting to employ any Employee, or (iii) otherwise act on behalf of any Competitor to interfere with the relationship between the Company or any of its subsidiaries and their respective Employees.

(d)           The Executive acknowledges that the restrictions contained in this Section 8 are reasonable and necessary to protect the legitimate interests of the Company and that any breach by the Executive of any provision contained in this Section 8 will result in irreparable injury to the Company for which a remedy at law would be inadequate.  Accordingly, the Executive acknowledges that the Company shall be entitled to temporary, preliminary and permanent injunctive relief against the Executive in the event of any breach or threatened breach by the Executive of the provisions of this Section 8, in addition to any other remedy that may be available to the Company whether at law or in equity.  With respect to any provision of this Section 8 finally determined by a court of competent jurisdiction to be unenforceable, such court shall be authorized to reform this Agreement or any provision hereof so that it is enforceable to the maximum extent permitted by law. If the covenants of Section 8 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce such covenants in any other jurisdiction and shall not bar or limit the enforceability of any other provisions.

(e)           The provisions of this Section 8 shall survive the termination of the Executive’s employment with the Company for any reason whatsoever so long as the termination of employment occurs during the Term of Employment.  If there is no termination of Executive’s employment during the Term of Employment, the provisions of this Section 8 shall expire and be of no further force and effect after the Term of Employment.  The Company shall not be required to post any bond or other security in connection with any proceeding to enforce the provisions of this Section 8.

Section 9.  Withholdings.  The Company may directly or indirectly withhold from any payments made under this Agreement all Federal, State, City or other taxes and all other deductions as shall be required pursuant to any law or regulation or pursuant to any contributory benefit plan maintained by or on behalf of the Company.

Section 10.  Notices.  All notices, requests, demands and other communications required or permitted hereunder shall be given in writing and shall be deemed to have been duly given if delivered or mailed, postage prepaid, by same day or overnight mail (i) if to the Executive, at the address set forth above, or (ii) if to the Company, as follows:

The Board Of Directors

Peapack-Gladstone Bank

158 Route 206 North

Gladstone, NJ 07934

or to such other address as either party shall have previously specified in writing to the other.

Section 11.  Binding Agreement; Assignment.  This Agreement shall be binding upon and shall inure to the benefit of, the Executive and the Company and its successors and permitted assigns.  This Agreement is personal to the Executive and may not be assigned by him.  The Company may assign its rights and  obligations under this Agreement in connection with a sale of all or substantially all of the business of PGFC or the Bank.  Any successor to the Company by merger or consolidation shall be entitled to the benefits of this Agreement.

Section 12.  Governing Law.  This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New Jersey, without reference to the choice of law principles thereof.

Section 13.  Dispute Resolution.  At the option of either the Company or the Executive, any dispute, controversy or question arising under, out of or relating to this Agreement, the Executive’s employment or termination of employment, including but not limited to any and all statutory claims involving workplace discrimination or wrongful discharge, but excluding claims pursuant to Sections 7 or 8 hereof, shall be referred for decision by arbitration in the State of New Jersey by a neutral arbitrator mutually selected by the parties hereto.  Any arbitration proceeding shall be governed by the Rules of the American Arbitration Association then in effect or such last in effect (in the event such Association is no longer in existence).  If the parties are unable to agree upon such a neutral arbitrator within 21 days after either party has given the other written notice of the desire to submit the dispute, controversy or question for decision as aforesaid, then either party may apply to the American Arbitration Association for a final and binding appointment of a neutral arbitrator; however, if such Association is not then in existence or does not act in the matter within 45 days of any such application, either party may apply to a judge of the local court where the Bank is headquartered for an appointment of a neutral arbitrator to hear the parties and such judge is hereby authorized to make such appointment.  In the event that either party exercises the right to submit a dispute, controversy or question arising hereunder to arbitration, the decision of the neutral arbitrator shall be final, conclusive and binding on all interested persons and no action at law or in equity shall be instituted or, if instituted, further prosecuted by either party other than to enforce the award of the neutral arbitrator.  The award of the neutral arbitrator may be entered in any court that has jurisdiction.  The Executive and the Company shall each bear all their own costs (including the fees and disbursements of counsel) incurred in connection with any such arbitration and shall each pay one-half of the costs of any arbitrator.

Section 14.  Entire Agreement.  This Agreement shall constitute the entire agreement among the parties with respect to the matters covered hereby and shall supersede all previous written, oral or implied understandings among them with respect to such matters.

Section 15.  Amendments.  This Agreement may only be amended or otherwise modified, and compliance with any provision hereof may only be waived, by a writing executed by all of the parties hereto.  The provisions of this Section 15 may only be amended or otherwise modified by such a writing.

Section 16.  Effect on Change-in-Control Agreement.  Notwithstanding anything else to the contrary in this Agreement, if the Change-in-Control Agreement between the Company and the Executive, to be dated as of March 30, 2010, becomes effective due to a Change-in-Control of the Company (as defined therein), while the Executive remains employed by the Company, this Agreement, including, without limitation, Sections 7 and 8 hereof, shall no longer be effective in any respect but instead the relationship between the Executive and the Company shall be governed by the Change-in-Control Agreement.  If the Executive is terminated prior to a Change-in-Control of the Company, then Sections 7 and 8 hereof shall survive any Change-in-Control.

Section 17.  Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which shall together be deemed to constitute one and the same instrument.

IN WITNESS WHEREOF, PGFC and the Bank have caused this Agreement to be duly executed by the undersigned, thereunto duly authorized, and the Executive has signed this Agreement, all as of the date first written above.

WITNESS	PEAPACK-GLADSTONE FINANCIAL CORPORATION
/s/ Antoinette Rosell	By:	/s/ Frank A. Kissel
Secretary    Antoinette Rosell		Frank A. Kissel
	PEAPACK-GLADSTONE BANK
/s/ Antoinette Rosell	By:	/s/ Frank A. Kissel
Secretary    Antoinette Rosell		Frank A. Kissel
/s/ Bridget J. Walsh	/s/ Jeffrey J. Carfora
Bridget J. Walsh	EXECUTIVE     Jeffrey J. Carfora