0001144204-07-068613.txt : 20071220 0001144204-07-068613.hdr.sgml : 20071220 20071220170036 ACCESSION NUMBER: 0001144204-07-068613 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20071203 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071220 DATE AS OF CHANGE: 20071220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTER BANCORP INC CENTRAL INDEX KEY: 0000712771 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 521273725 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11486 FILM NUMBER: 071319906 BUSINESS ADDRESS: STREET 1: 2455 MORRIS AVE CITY: UNION STATE: NJ ZIP: 07083 BUSINESS PHONE: 9086889500 MAIL ADDRESS: STREET 1: 2455 MORRIS AVE CITY: UNION STATE: NJ ZIP: 07083 8-K 1 v097440_8-k.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): December 3, 2007

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):

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 1.01 Entry into a Material Definitive Agreement.

On December 3, 2007, Union Center National Bank (the “Bank”) and Center Bancorp Inc. (the “Corporation”) entered into Amendments to Employment Agreements with each of Julie D’Aloia, Mark Cardone, John F. McGowan, and Lori A. Wunder. Ms. D’Aloia’s original Amended and Restated Employment Agreement is dated January 1, 2007, and was filed with the SEC on March 15, 2007, as Exhibit 10.20 to the Corporation’s 2006 Annual Report on Form 10-K. Mr. Cardone’s original Amended and Restated Employment Agreement is dated January 1, 2007, and was filed with the SEC on February 26, 2007, as Exhibit 10.4 to the Corporation’s Current Report on Form 8-K. Mr. McGowan’s original Amended and Restated Employment Agreement is dated January 1, 2007, and was filed with the SEC on March 15, 2007, as Exhibit 10.01 to the Corporation’s 2006 Annual Report on Form 10-K. Ms. Wunder’s original Amended and Restated Employment Agreement is dated January 1, 2007, and was filed with the SEC on February 26, 2007, as Exhibit 10.3 to the Corporation’s Current Report on Form 8-K. Also, on December 3, 2007, the Bank and the Corporation entered into an Amendment to Change in Control Agreement with Christopher M. Gorey. The original Change in Control Agreement is dated January 1, 2007, and was filed with the SEC on March 15, 2007, as Exhibit 10.24 to the Corporation’s 2006 Annual Report on Form 10-K

Pursuant to the Amendments to Employment Agreements, Ms. D’Aloia, Mr. Cardone, Mr. McGowan, and Ms. Wunder will each continue to be employed for a term of three (3) years, effective as of January 1, 2007 and ending on December 31, 2009. The terms of the employment agreements will not automatically renew or be automatically extended beyond December 31, 2009. Pursuant to the Amendment to Change in Control Agreement, the term of the original Change in Control Agreement will continue to be three (3) years, effective as of January 1, 2007 and terminating December 31, 2009. Notwithstanding the foregoing, if a "Change in Control Event" (as defined in Section 8(a) of the respective original Amended and Restated Employment Agreements and Section 1(b) of the Change in Control Agreement) occurs at any time prior to December 31, 2009, then the terms of the respective employment agreements shall automatically be extended for a period of three (3) years from the date of such Change in Control Event and the term of the Change in Control Agreement shall automatically be extended for a period of one (1) year from the date of such Change in Control Event.

Effective January 1, 2008, the Bank and the Corporation shall no longer provide Ms. D’Aloia, Mr. Cardone, Mr. McGowan, or Ms. Wunder with automobiles. The Bank and the Corporation shall, however, pay to (i) Ms. D’Aloia an automobile expense reimbursement of $600.00 per month and thirty cents ($.30) per mile based upon a daily mileage log for Bank business, (ii) Mr. Cardone an automobile expense reimbursement of $400.00 per month and thirty cents ($.30) per mile based upon a daily mileage log for Bank business; (iii) Mr. McGowan an automobile expense reimbursement of $600.00 per month and thirty cents ($.30) per mile based upon a daily mileage log for Bank business; and (iv) Ms. Wunder an expense reimbursement of forty-four cents per mile ($.44) based on a daily mileage log for Bank business, subject to changes in the rates by the IRS.

Title to the automobiles currently being driven by and in the possession of each of Ms. D’Aloia, Mr. Cardone, Mr. McGowan, and Ms. Wunder shall be transferred from and sold by the Bank to the respective employee. Each of Ms. D’Aloia, Mr. Cardone, Mr. McGowan, and Ms. Wunder shall pay the Bank $0 for the purchase and transfer of title from the Bank. Each of Ms. D’Aloia, Mr. Cardone, Mr. McGowan, and Ms. Wunder shall be responsible for any respective costs or expenses that may be incurred with the applicable state motor vehicle commissions in connection with the transfer of title from the Bank.

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The Bank and the Corporation shall provide each of Ms. D’Aloia, Mr. Cardone, Mr. McGowan, and Ms. Wunder with life insurance, short and long-term disability insurance health insurance, pension benefits and benefits under the Bank's 401(k) Plan to the extent that such benefits are provided on December 3, 2007, together with any benefit enhancements that may be added to such plans in the future. The monetary amount of such benefits received by each employee shall be in accordance with the terms and conditions of such plans.

Other than as amended in the respective Amendments to Employment Agreements, the original Amended and Restated Employment Agreements remain unchanged. Other than as amended in the Amendment to Change in Control Agreement, the original Change in Control Agreement remains unchanged.

A copy of the Amendments to Employment Agreement for each of Ms. D’Aloia, Mr. Cardone, Mr. McGowan, and Ms. Wunder are being filed with this Current Report on Form 8-K as Exhibits 10.1, 10.2, 10.3, and 10.4 respectively. A copy of Mr. Gorey’s Change in Control Agreement is being filed with this Current Report on Form 8-K as Exhibits 10.5.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 10.1 - Amendment to Employment Agreement among Center Bancorp, Union Center National Bank, and Julie D’Aloia, dated December 3, 2007.

Exhibit 10.2 - Amendment to Employment Agreement among Center Bancorp, Union Center National Bank, and Mark Cardone, dated December 3, 2007.

Exhibit 10.3 - Amendment to Employment Agreement among Center Bancorp, Union Center National Bank, and John F. McGowan, dated December 3, 2007.

Exhibit 10.4 - Amendment to Employment Agreement among Center Bancorp, Union Center National Bank, and Lori A. Wunder, dated December 3, 2007.

Exhibit 10.5 - Amendment to Change in Control Agreement among Center Bancorp, Union Center National Bank, and Christopher M. Gorey, dated December 3, 2007.

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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 CEO

Dated: December 20, 2007

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EXHIBIT INDEX

Exhibit 10.1 - Amendment to Employment Agreement among Center Bancorp, Union Center National Bank, and Julie D’Aloia, dated December 3, 2007.

Exhibit 10.2 - Amendment to Employment Agreement among Center Bancorp, Union Center National Bank, and Mark Cardone, dated December 3, 2007.

Exhibit 10.3 - Amendment to Employment Agreement among Center Bancorp, Union Center National Bank, and John F. McGowan, dated December 3, 2007.

Exhibit 10.4 - Amendment to Employment Agreement among Center Bancorp, Union Center National Bank, and Lori A. Wunder, dated December 3, 2007.

Exhibit 10.5 - Amendment to Change in Control Agreement among Center Bancorp, Union Center National Bank, and Christopher M. Gorey, dated December 3, 2007.

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EX-10.1 2 v097440_ex10-1.htm

AMENDMENT TO EMPLOYMENT AGREEMENT

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (hereinafter "Amendment") dated as of December 3, 2007, by and among UNION CENTER NATIONAL BANK, a bank chartered under the laws of Congress (hereinafter the "Bank"), CENTER BANCORP, INC., a New Jersey corporation that owns all of the capital stock of the Bank (hereinafter "Bancorp") and JULIE D’ALOIA (hereinafter "Employee"),

WHEREAS, Bancorp, the Bank and the Employee entered into an Agreement dated January 1, 2007 that set forth the terms and conditions of Employee's continuing employment with the Bank and Bancorp (hereinafter the "January 2007 Agreement"); and

WHEREAS, pursuant to this Amendment the parties wish to amend the January 2007 Agreement;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for the additional consideration more particularly set forth in paragraph 2 herein, the parties hereby agree as follows:

1. Paragraph 1 of the January 2007 Agreement is hereby modified and shall henceforth provide:

Employment: Bank and Bancorp agree to employ Employee, and Employee agrees to be so employed, in the capacity of Vice President and Secretary of Bancorp and Senior Vice President and Secretary of the Bank. Except as otherwise provided in the next sentence of this Section 1, employment shall be for a term of three (3) years, effective as of January 1, 2007 and ending on December 31, 2009. The term of this Agreement shall not automatically renew or be automatically extended beyond December 31, 2009. Notwithstanding the foregoing, if a "Change in Control Event" (as defined in Section 8(a) hereof) occurs at any time prior to December 31, 2009, then the term of the Agreement shall automatically be extended for a period of three (3) years from the date of such Change in Control Event.

2. Paragraph 5(b) of the January 2007 Agreement is hereby modified and shall henceforth provide:

Automobile: Effective January 1, 2008, Bank and Bancorp shall no longer provide Employee with an automobile. Bank and Bancorp shall, however, pay to Employee an automobile expense reimbursement of $600.00 per month and thirty cents ($.30) per mile based upon a daily mileage log for Bank business.

Title to the automobile currently being driven by and in the possession of Employee shall be transferred from and sold by the Bank to the Employee. The Employee shall pay the Bank $0 for the purchase and transfer of title from the Bank to the Employee. The Employee shall be responsible, however, for any costs or expenses that may be incurred with the applicable state Motor Vehicle Commission(s) in connection with the transfer of title from the Bank to the Employee.

3. Paragraph 6 of the January 2007 Agreement is hereby modified and shall henceforth provide:

Health Insurance, Life Insurance; Disability Insurance; Pension; and Other Plans. The Bank and Bancorp shall provide Employee with life insurance, short and long-term disability insurance health insurance, pension benefits and benefits under the Bank's 401(k) Plan to the extent that such benefits are provided to Employee on the date hereof, together with any benefit enhancements that may be added to such plans in the future. The monetary amount of such benefits received by Employee shall be in accordance with the terms and conditions of such plans.

4. Except as amended and modified hereinafter, the parties hereto agree that the terms and conditions of the January 2007 Agreement remain in force and effect and binding on the parties thereto.

IN WITNESS WHEREOF, the Bank and Bancorp each have, by their appropriate officers, signed and affixed their respective seal and Employee has signed and sealed this Agreement.


	UNION CENTER NATIONAL BANK

	By:	/s/ Anthony C. Weagley
		Anthony C. Weagley


	CENTER BANCORP, INC.

	By:	/s/ Anthony C. Weagley
		Anthony C. Weagley




	By:	/s/ Julie D’Aloia
		Julie D’Aloia

EX-10.2 3 v097440_ex10-2.htm

AMENDMENT TO EMPLOYMENT AGREEMENT

WHEREAS, pursuant to this Amendment the parties wish to amend the January 2007 Agreement;

1. Paragraph 1 of the January 2007 Agreement is hereby modified and shall henceforth provide:

Employment: Bank and Bancorp. agree to employ Employee, and Employee agrees to be so employed, in the capacity of Vice President of Bancorp and Senior Vice President of the Bank. Except as otherwise provided in the next sentence of this Section 1, employment shall be for a term of three (3) years, effective as of January 1, 2007 and ending on December 31, 2009. The term of this Agreement shall not automatically renew or be automatically extended beyond December 31, 2009. Notwithstanding the foregoing, if a "Change in Control Event" (as defined in Section 8(a) hereof) occurs at any time prior to December 31, 2009, then the term of the Agreement shall automatically be extended for a period of three (3) years from the date of such Change in Control Event.

2. Paragraph 5(b) of the January 2007 Agreement is hereby modified and shall henceforth provide:

Automobile: Effective January 1, 2008, Bank and Bancorp shall no longer provide Employee with an automobile. Bank and Bancorp shall, however, pay to Employee an automobile expense reimbursement of $400.00 per month and thirty cents ($.30) per mile based upon a daily mileage log for Bank business.

3. Paragraph 6 of the January 2007 Agreement is hereby modified and shall henceforth provide:

4. Except as amended and modified hereinafter, the parties hereto agree that the terms and conditions of the January 2007 Agreement remain in force and effect and binding on the parties thereto.

IN WITNESS WHEREOF, the Bank and Bancorp each have, by their appropriate officers, signed and affixed their respective seal and Employee has signed and sealed this Agreement.


	UNION CENTER NATIONAL BANK

	By:	/s/ Anthony C. Weagley
		Anthony C. Weagley


	CENTER BANCORP, INC.

	By:	/s/ Anthony C. Weagley
		Anthony C. Weagley




	By:	/s/ Mark Cardone
		Mark Cardone

EX-10.3 4 v097440_ex10-3.htm

AMENDMENT TO EMPLOYMENT AGREEMENT

WHEREAS, pursuant to this Amendment the parties wish to amend the January 2007 Agreement;

1. Paragraph 1 of the January 2007 Agreement is hereby modified and shall henceforth provide:

2. Paragraph 5(b) of the January 2007 Agreement is hereby modified and shall henceforth provide:

3. Paragraph 6 of the January 2007 Agreement is hereby modified and shall henceforth provide:

4. Except as amended and modified hereinafter, the parties hereto agree that the terms and conditions of the January 2007 Agreement remain in force and effect and binding on the parties thereto.

IN WITNESS WHEREOF, the Bank and Bancorp each have, by their appropriate officers, signed and affixed their respective seal and Employee has signed and sealed this Agreement.


	UNION CENTER NATIONAL BANK

	By:	/s/ Anthony C. Weagley
		Anthony C. Weagley


	CENTER BANCORP, INC.

	By:	/s/ Anthony C. Weagley
		Anthony C. Weagley




	By:	/s/ John F. McGowan
		John F. McGowan

EX-10.4 5 v097440_ex10-4.htm

AMENDMENT TO EMPLOYMENT AGREEMENT

WHEREAS, pursuant to this Amendment the parties wish to amend the January 2007 Agreement;

1. Paragraph 1 of the January 2007 Agreement is hereby modified and shall henceforth provide:

2. Paragraph 5(b) of the January 2007 Agreement is hereby modified and shall henceforth provide:

Automobile: Effective January 1, 2008, Bank and Bancorp shall no longer provide Employee with an automobile. Bank and Bancorp shall, however, pay to Employee an expense reimbursement of forty-four cents per mile ($.44) based on a daily mileage log for Bank business. It is understood that the fort-four cents is the standard acceptable by that IRS at this time and can be changed based on changes in the rates by the IRS.

3. Paragraph 6 of the January 2007 Agreement is hereby modified and shall henceforth provide:

4. Except as amended and modified hereinafter, the parties hereto agree that the terms and conditions of the January 2007 Agreement remain in force and effect and binding on the parties thereto.

IN WITNESS WHEREOF, the Bank and Bancorp each have, by their appropriate officers, signed and affixed their respective seal and Employee has signed and sealed this Agreement.


	UNION CENTER NATIONAL BANK

	By:	/s/ Anthony C. Weagley
		Anthony C. Weagley


	CENTER BANCORP, INC.

	By:	/s/ Anthony C. Weagley
		Anthony C. Weagley




	By:	/s/ Lori A. Wunder
		Lori A. Wunder

EX-10.5 6 v097440_ex10-5.htm

AMENDMENT TO CHANGE IN CONTROL AGREEMENT

THIS AMENDMENT TO CHANGE IN CONTROL AGREEMENT (hereinafter "Amendment") dated as of December 3, 2007, by and among UNION CENTER NATIONAL BANK, a bank chartered under the laws of Congress (hereinafter the "Bank"), CENTER BANCORP, INC., a New Jersey corporation that owns all of the capital stock of the Bank (hereinafter "Bancorp") and CHRISTOPHER M. GOREY (hereinafter "Employee"),

WHEREAS, Bancorp, the Bank and the Employee entered into a Change in Control Agreement effective January 1, 2007 that set forth the terms and conditions of Employee's employment with the Bank and Bancorp in the event the Bank or Bancorp received any proposal from a third party concerning the possible acquisition of the equity securities or assets of the Bank or Bancorp (hereinafter the "January 2007 Change of Control Agreement"); and

WHEREAS, pursuant to this Amendment the parties wish to amend the January 2007 Change of Control Agreement;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and the Employee's continued employment with the Bank and Bancorp, the parties hereby agree as follows:

1. Paragraph 2 of the January 2007 Change in Control Agreement is hereby modified and shall henceforth provide:

Term of Agreement: The Term of the January 2007 Change in Control Agreement shall be three (3) years, effective as of January 1, 2007 and terminating December 31, 2009. The term of the January 2007 Change in Control Agreement shall not automatically renew or be automatically extended beyond December 31, 2009. Notwithstanding the foregoing, if a "Change in Control Event" (as defined in the January 2007 Change in Control Agreement) occurs at any time prior to December 31, 2009, then the term of the Agreement shall automatically be extended for a period of one (1) year from the date of such Change in Control Event.

2. Except as amended and modified hereinafter, the parties hereto agree that the terms and conditions of the January 2007 Change in Control Agreement remain in force and effect and binding on the parties thereto.

IN WITNESS WHEREOF, the Bank and Bancorp each have, by their appropriate officers, signed and affixed their respective seal and Employee has signed and sealed this Agreement.

	UNION CENTER NATIONAL BANK

	By:	/s/ Anthony C. Weagley


	CENTER BANCORP, INC.

	By:	/s/ Anthony C. Weagley

		/s/ Christopher M. Gorey
		Christopher M. Gorey