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

October 25, 2018
Date of Report (Date of earliest event reported)
__________________________________
UNITYLOGOA12.JPG
UNITY BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)

New Jersey
(State or Other Jurisdiction of Incorporation)

1-12431
(Commission File Number)

22-3282551
(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))





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

On October 25, 2018, the HR/Compensation Committee of the Board of Directors of Unity Bancorp, Inc. (the “Company”) amended and restated, effective as of October 25, 2018, the Company’s previously filed Supplemental Executive Retirement Plan (“SERP”) with Mr. James A. Hughes, the Company’s President and CEO.  The amendment increases Mr. Hughes’ annual retirement benefit to sixty (60) percent of the average of his base salary for the thirty-six months immediately preceding his separation from service after age 66 for reasons other than Cause.  Before the amendment, Mr. Hughes’ annual retirement benefit was forty (40) percent of the average of his base salary for the thirty-six months immediately preceding his separation from service after age 66 for reasons other than Cause.


Item 9.01
Financial Statements and Exhibits

(d) Exhibits

Exhibit 10.1 Amendment No. 2 to Unity Bancorp, Inc. Supplemental Executive Retirement Plan
 





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: October 30, 2018
By: /s/ Alan J. Bedner
Alan J. Bedner
EVP and Chief Financial Officer







EXHIBIT INDEX
 

EXHIBIT #      DESCRIPTION

10.1 Amendment No. 2 to Unity Bancorp, Inc. Supplemental Executive Retirement Plan





Resolution of
Board of Directors of
Unity Bancorp, Inc.


(Amendment No. 2 to Unity Bancorp, Inc. Supplemental Executive Retirement Plan)

WHEREAS, Unity Bancorp, Inc. (the "Company") established the Unity Bancorp, Inc. Supplemental Executive Retirement Plan, effective January 1, 2014 (the "Plan") for the benefit of James A. Hughes, President and Chief Executive Officer of the Company and Unity Bank ("Executive");
WHEREAS, pursuant to Section 10.6 of the Plan, the Compensation and Benefits Committee of the Board of Directors of the Company (the "Committee") may, in its discretion, increase the amount of the Retirement Benefit (as that term is currently defined in the Plan) if and to the extent that it determines, in good faith, that an increase is necessary to avoid the omission of a benefit intended to be payable;
WHEREAS, pursuant to Section 10.6, effective as of October 25, 2018, the Committee has approved a change in the calculation of the Retirement Benefit payable under the Plan to reflect an increase in the benefit payable to Executive commencing on or after Executive's attainment of age 66 so that the Retirement Benefit shall be an amount equal to sixty (60%) percent of the average of Executive's base salary for the thirty-six (36) months immediately preceding Executive's Separation from Service (as that term is defined in the Plan). Adjusted annually thereafter by two (2%) percent;
NOW THEREFORE BE IT RESOLVED, that Article 3 of the Plan is hereby deleted in its entirety. New Article 3 shall read as follows:
"Effective October 25, 2018, Executive shall be entitled to a retirement benefit, commencing on or after his attainment of age 66, in an amount equal to sixty (60%) percent of the average of his base salary for the thirty-six (36) months immediately preceding his Separation from Service for reasons other than Cause, (the "Retirement Benefit"), subject to the terms and conditions set forth in Article 4 below and in other parts of the Plan. The retirement benefit will be adjusted annually thereafter by two (2%) percent. The maximum number of annual payments to Executive shall be fifteen (15)."




BE IT FURTHER RESOLVED, that the Plan as hereby amended is approved and adopted by the Board, effective as of October 25, 2018; and
BE IT FURTHER RESOLVED, that the executive officers of the Company, and their designees, are authorized and directed to take or cause to be taken such additional actions as they deem necessary, appropriate or desirable to carry out the purpose and intent of the foregoing resolutions, and that all actions previously taken by or at the discretion of the Committee or any of the executive officers or any of their designees on behalf of the Company in connection with such resolution be and hereby are ratified.
IN WITNESS WHEREOF, I have set my hand and affixed the seal of the Company on the date so noted.

CORPORATE SEAL              UNITY BANCORP, INC.

By:
/s/ David D. Dallas
Chairman, Board of Directors