8-K

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

February 6, 2020

Date of Report (Date of earliest event reported)

__________________________________

UNITY BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

New Jersey

(State or Other Jurisdiction of Incorporation)

1-12431	22-3282551
(Commission File Number)	(IRS Employer Identification No.)

64 Old Highway 22

Clinton, NJ 08809

(Address of Principal Executive Office)

(908) 730-7630

(Registrant's Telephone Number, Including Area Code)

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 14a12 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock	UNTY	NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

(e)     

On February 6, 2020, the Registrant and Unity Bank, the Registrant’s wholly owned subsidiary and a New Jersey State chartered commercial bank (the “Bank”), entered into Amendment Agreements with respect to: (i) the Amended and Restated Employment Agreement dated as of June 4, 2015 with James A. Hughes, the President and Chief Executive Officer of the Registrant and the Bank; and (ii) the Retention Agreements with each of John Kauchak and Janice Bolomey (collectively, the “Amendments”). The Amendments clarify that, in event that the Registrant or the Bank becomes subject to certain regulatory actions, the Board of Directors of the Registrant and the Bank may waive the automatic termination provisions of the agreements.

The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the full and complete terms of the form of Amendments, which is filed to this Current Report on Form 8-K and is incorporated herein by reference (i) as Exhibit 10.1 with respect to the Amendment Agreement to the Amended and Restated Employment Agreement dated as of June 4, 2015 with James A. Hughes, and (ii) as Exhibit 10.2 with respect to the form of Amendment Agreement to the Retention Agreement with each of John Kauchak and Janice Bolomey.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
10.1	Amendment Agreement with respect to the Amended and Restated Employment Agreement dated as of June 4, 2015 with James A. Hughes
10.2	Form of Amendment Agreement with respect to the Retention Agreement with each John Kauchak and Janice Bolomey.

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.

UNITY BANCORP, INC.

(Registrant)

Date: February 6, 2020

By: /s/ James A. Hughes

James A. Hughes

President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment Agreement with respect to the Amended and Restated Employment Agreement dated as of June 4, 2015 with James A. Hughes
10.2	Form of Amendment Agreement with respect to the Retention Agreement with each John Kauchak and Janice Bolomey

EX-10.1

AMENDMENT AGREEMENT

This Amendment Agreement dated as of February 6, 2020 is made by and among UNITY BANK, a New Jersey state bank with its principal place of business located at 64 Old Highway 22, Clinton, New Jersey 08809 (the “Bank”), UNITY BANCORP, INC., a New Jersey corporation and holding company of the Bank with its principal place of business located at 64 Old Highway 22, Clinton, New Jersey 08809 (“Unity”, and collectively with the Bank, the “Employer”), and JAMES A. HUGHES (the “Executive”)

WHEREAS, the Employer and the Executive are a party to that certain Amended and Restated Employment Agreement dated as of June 4, 2015 (the “Original Agreement”);

WHEREAS, the Employer and the Executive agree to amend the Original Agreement so as to modify the termination provisions.

AGREEMENT

NOW, THEREFORE, in consideration of the premises, and the covenants, agreements, representations and warranties set forth herein, the parties agree as follows:

Section 1.    Definitions. Unless otherwise defined herein, capitalized terms used in this Amendment shall have the meanings set forth in the Original Agreement.

Section 2.    Amendment to Original Agreement.

(a)    Section 5 of the Original Agreement shall be amended and restated in its entirety to read as follows:

5.Term.

(a)The term of this Agreement shall be three (3) years, commencing upon the date hereof and continuing until the third anniversary hereof; provided, however, that on a daily basis, one additional day shall be added to the term of this Agreement, so that the remaining term shall always be three (3) years, unless either the Executive or Employer shall have provided the other with written notice of its intention to cease extending the term of this Agreement. Notwithstanding the preceding sentence, but subject to Paragraph (b) below, the terms of this Agreement shall immediately end, and Executive shall thereafter become an employee at will, upon: (i) the Bank or Unity entering into a Memorandum of Understanding with the Federal Deposit Insurance Corporation (“FDIC”) or the New Jersey Department of Banking and Insurance (“NJDBI”); (ii) a cease-and-desist order being issued with respect to the Bank or Unity by the FDIC or the NJDBI; or (iii) the receipt by either the Bank or Unity of any notice under Federal or state law, which in any way restricts the payment of any amount or benefits which may become due under this Agreement. It is hereby understood and agreed that, upon the occurrence of any of the events described in the foregoing clauses (i), (ii) or (iii), this Agreement shall be deemed terminated and the Employer shall have no further obligation to pay any amounts to the Executive or provide any further benefits to the Executive hereunder.

(b)Notwithstanding the forgoing, upon the occurrence of the events described in clauses (i), (ii) or (iii) of Section 5(a) above, the Boards of Directors of Unity and the Bank may, by joint resolution of both Boards, waive the termination of this Agreement and elect to maintain this Agreement in full force and effect, subject to the terms, including the term set forth in paragraph 5(a) above, of this Agreement.

Section 3.Entire Agreement. This Amendment constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes any prior agreements, written or oral, regarding any subject contemplated in this Amendment.

Section 4.Counterparts. This Amendment may be executed in several counterparts and when at least one counterpart has been fully executed by each party hereto, this Amendment shall become binding on the parties. All or any of such executed counterparts shall be regarded for all purposes as one original and shall constitute but one and the same instrument. The exchange of copies of this Amendment and of signature pages by facsimile or other electronic transmission (including in “portable document format” or the like) shall constitute effective execution and delivery of this Amendment as to the parties, equivalent to delivery of an “original ink” hard copy counterpart, and may be used as an original Amendment for all purposes.

Section 5.Agreement toRemain inFull Force and Effect. Except as amended herein, the Agreement will remain in full force and effect, in accordance with its terms.

Section 6Governing Law. This Amendment shall be construed in accordance with and governed by the substantive laws of the State of New Jersey without reference to conflict of laws principles.

[Remainder of Page Intentionally Blank]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above

UNITY BANK

By: ____/s/ David D. Dallas____________

             Name: David D. Dallas    

Title: Chairman

UNITY BANCORP, INC.

By:____/s/ David D. Dallas____________

Name: David D. Dallas    

             Title: Chairman

             ____/s/ James A. Hughes___________

James A. Hughes, an individual

EX-10.2

AMENDMENT AGREEMENT

This Amendment Agreement dated as of February 6, 2020 is made by and among UNITY BANK, a New Jersey state bank with its principal place of business located at 64 Old Highway 22, Clinton, New Jersey 08809 (the “Bank”), UNITY BANCORP, INC., a New Jersey corporation and holding company of the Bank with its principal place of business located at 64 Old Highway 22, Clinton, New Jersey 08809 (“Unity”, and collectively with the Bank, the “Employer”), and [________________], an individual (“the Executive”)

WHEREAS, the Employer and the Executive are a party to that certain Amended and Restated Employment Agreement dated as of September 18, 2017 (the “Original Agreement”);

WHEREAS, the Employer and the Executive agree to amend the Original Agreement so as to modify the termination provisions.

AGREEMENT

NOW, THEREFORE, in consideration of the premises, and the covenants, agreements, representations and warranties set forth herein, the parties agree as follows:

Section 1.    Definitions. Unless otherwise defined herein, capitalized terms used in this Amendment shall have the meanings set forth in the Original Agreement.

Section 2.    Amendment to Original Agreement.

(a)    Section 5 of the Original Agreement shall be amended and restated in its entirety to read as follows:

5.Term.

(a)The term of this Agreement shall be three (3) years, commencing upon the date hereof and continuing until the third anniversary hereof; provided, however, that on a daily basis, one additional day shall be added to the term of this Agreement, so that the remaining term shall always be three (3) years, unless either the Executive or Employer shall have provided the other with written notice of its intention to cease extending the term of this Agreement. Notwithstanding the preceding sentence, but subject to Paragraph (b) below, the terms of this Agreement shall immediately end, and Executive shall thereafter become an employee at will, upon: (i) the Bank or Unity entering into a Memorandum of Understanding with the Federal Deposit Insurance Corporation (“FDIC”) or the New Jersey Department of Banking and Insurance (“NJDBI”); (ii) a cease-and-desist order being issued with respect to the Bank or Unity by the FDIC or the NJDBI; or (iii) the receipt by either the Bank or Unity of any notice under Federal or state law, which in any way restricts the payment of any amount or benefits which may become due under this Agreement. It is hereby understood and agreed that, upon the occurrence of any of the events described in the foregoing clauses (i), (ii) or (iii), this Agreement shall be deemed terminated and the Employer shall have no further obligation to pay any amounts to the Executive or provide any further benefits to the Executive hereunder.

(b)Notwithstanding the forgoing, upon the occurrence of the events described in clauses (i), (ii) or (iii) of Section 5(a) above, the Boards of Directors of Unity and the Bank may, by joint resolution of both Boards, waive the termination of this Agreement and elect to maintain this Agreement in full force and effect, subject to the terms, including the term set forth in paragraph 5(a) above, of this Agreement.

Section 3.Entire Agreement. This Amendment constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes any prior agreements, written or oral, regarding any subject contemplated in this Amendment.

Section 4.Counterparts. This Amendment may be executed in several counterparts and when at least one counterpart has been fully executed by each party hereto, this Amendment shall become binding on the parties. All or any of such executed counterparts shall be regarded for all purposes as one original and shall constitute but one and the same instrument. The exchange of copies of this Amendment and of signature pages by facsimile or other electronic transmission (including in “portable document format” or the like) shall constitute effective execution and delivery of this Amendment as to the parties, equivalent to delivery of an “original ink” hard copy counterpart, and may be used as an original Amendment for all purposes.

Section 5.Agreement toRemain inFull Force and Effect. Except as amended herein, the Agreement will remain in full force and effect, in accordance with its terms.

Section 6Governing Law. This Amendment shall be construed in accordance with and governed by the substantive laws of the State of New Jersey without reference to conflict of laws principles.

[Remainder of Page Intentionally Blank]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above

UNITY BANK

By: ____/s/ James A. Hughes___________

             Name: James A. Hughes    

Title: President & CEO

UNITY BANCORP, INC.

By: ____/s/ James A. Hughes___________

             Name: James A. Hughes    

Title: President & CEO

             ________________________________

            , an individual