Registration No. 333-_________

As filed with the Securities and Exchange Commission on July 1, 2021

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
____________________

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Peapack-Gladstone Financial Corporation
(Exact Name of Registrant as Specified in its Charter)

New Jersey
 
22-3537895
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer Identification No.)


500 Hills Drive, Suite 300
Bedminster, New Jersey 07921
(Address of Principal Executive Offices)

Peapack-Gladstone Financial Corporation 2021 Long-Term Incentive Plan

(Full Title of the Plan)

Copies to:

Jeffrey J. Carfora
 
Lawrence M.F. Spaccasi, Esq.
Chief Financial Officer
 
Jeffrey M. Cardone, Esq.
Peapack-Gladstone Financial Corporation
 
Scott A. Brown, Esq.
500 Hills Drive, Suite 300
 
Luse Gorman, PC
Bedminster, New Jersey 07291
 
5335 Wisconsin Ave., N.W., Suite 780
(908) 234-0700
 
Washington, DC 20015-2035
(Name, Address and Telephone
 
(202) 274-2000
Number of Agent for Service)
   
     
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ◻
Accelerated filer ⌧
Non-accelerated filer ◻  
Smaller reporting company ◻
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 7(a)(2)(B) of the Securities Act. ◻
 

CALCULATION OF REGISTRATION FEE

Title of
Securities
to be
Registered
Amount
to be
Registered (1)
Proposed
Maximum
Offering Price
Per Share
Proposed
Maximum
Aggregate
Offering Price
Amount of
Registration
Fee
Common stock, no par value per share
500,000
$13.93(2)
$15,965,000
$1,742
_________________________
(1)
Represents the maximum number of shares of the registrant’s common stock, no par value, (“Common Stock”) reserved for issuance pursuant to the Peapack-Gladstone Financial Corporation 2021 Long-Term Incentive Plan (the “Plan”).  Pursuant to Rule 416 under the Securities Act of 1933, as amended, (the “Securities Act”) this registration statement also covers additional shares that may become issuable under the Plan by reason of certain corporate transactions or events, including any stock split, stock dividend or similar adjustment of the outstanding common stock of Peapack-Gladstone Financial Corporation (the “Company”) pursuant to 17 C.F.R. Section 230.416(a).
(2)
Determined pursuant to 17 C.F.R. Sections 230.45(h)(1).

________________________

This Registration Statement shall become effective upon filing in accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. § 230.462.
PART I.
Items 1 and 2.  Plan Information and Registrant Information and Employee Plan Annual Information
The documents containing the information specified in Part I of Form S-8 have been or will be sent or given to participants in the Plan as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act.
Such documents are not being filed with the Commission, but constitute (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II.
Item 3.  Incorporation of Documents by Reference

The following documents previously or concurrently filed with the Commission are hereby incorporated by reference in this Registration Statement:
(a) The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (File No. 001-16197), filed with the Commission on March 12, 2021;
(b) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the year covered by the Annual Report on Form 10-K referred to in (a) above; and
(c) The description of the Company’s common stock contained in the Company’s Registration Statement on Form 8-A/A (Amendment No. 1) filed with the Commission on August 18, 2008 (File No. 001-16197), as updated by Exhibit 4.E to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 001-16197), filed with the Commission on March 13, 2020, including any amendment or report filed for the purpose of updating such information
All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the date hereof, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part thereof from the date of the filing of such documents.
Any statement contained in the documents incorporated, or deemed to be incorporated, by reference herein or therein shall be deemed to be modified or superseded for purposes of this Registration Statement and the prospectus to the extent that a statement contained herein or therein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or therein modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement and the prospectus.
All information appearing in this Registration Statement and the prospectus is qualified in its entirety by the detailed information, including financial statements, appearing in the documents incorporated herein or therein by reference.

Item 4.  Description of Securities
Not applicable.
Item 5.  Interests of Named Experts and Counsel
None.
Item 6.  Indemnification of Directors and Officers

Indemnification. Article VI of the Company’s certificate of incorporation provides that the Company shall indemnify a director or officer of the Company or of a subsidiary of the Company against his reasonable expenses and all liabilities in connection with any proceeding involving that director or officer of the Company or a wholly-owned subsidiary of the Company, including a proceeding by or in the right of the Company or its wholly-owned subsidiary, unless such breach of duty is based on an act or omission (a) in breach of such person’s duty of loyalty to the Company or its shareholders; (b) not in good faith or involving a knowing violation of law; or (c) resulting in receipt by such person of an improper personal benefit. The Company shall advance or pay those reasonable expenses incurred by such director or officer in a proceeding as and when incurred, provided, however, that the director or officer shall, as a condition to receipt of such advances, undertake to repay all amounts advanced if it shall finally be adjudicated that the breach of duty by the director or officer was based upon an act or omission (a) in breach of such person’s duty of loyalty to the Company (and/or its subsidiary) or its shareholders; (b) not in good faith or involving a knowing violation of law; or (c) resulting in receipt by such person of an improper personal benefit.

The New Jersey Business Corporation Act empowers a corporation to indemnify a corporate agent against his expenses and liabilities incurred in connection with any proceeding (other than a derivative lawsuit) involving the corporate agent by reason of his being or having been a corporate agent if (a) the agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and (b) with respect to any criminal proceeding, the corporate agent had no reasonable cause to believe his conduct was unlawful. For purposes of the Act, the term “corporate agent” includes any present or former director, officer, employee or agent of the corporation, and a person serving as a “corporate agent” at the request of the corporation for any other enterprise.

With respect to any derivative action, the corporation is empowered to indemnify a corporate agent against his expenses (but not his liabilities) incurred in connection with any proceeding involving the corporate agent by reason of his being or having been a corporate agent if the agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. However, only the court in which the proceeding was brought can empower a corporation to indemnify a corporate agent against expenses with respect to any claim, issue or matter as to which the agent was adjudged liable for negligence or misconduct.

The corporation may indemnify a corporate agent in a specific case if a determination is made by any of the following that the applicable standard of conduct was met: (i) the board of directors, or a committee thereof, acting by a majority vote of a quorum consisting of disinterested directors; (ii) by independent legal counsel, if there is not a quorum of disinterested directors or if the disinterested quorum empowers counsel to make the determination; or (iii) by the shareholders.

A corporate agent is entitled to mandatory indemnification to the extent that the agent is successful on the merits or otherwise in any proceeding, or in defense of any claim, issue or matter in the proceeding. If a corporation fails or refuses to indemnify a corporate agent, whether the indemnification is permissive or mandatory, the agent may apply to a court to grant him the requested indemnification. In advance of the final disposition of a proceeding, the corporation may pay an agent’s expenses if the agent agrees to repay the expenses unless it is ultimately determined he is entitled to indemnification.

Exculpation. Article VI of the Company’s certificate of incorporation provides that no director or officer of the Company, or of a subsidiary of the Company, shall be personally liable to the Company or to its shareholders for damages for breach of any duty owed to the Company or its shareholders unless such breach of duty is based on an act or omission (a) in breach of such person’s duty of loyalty to the Company (and/or its subsidiary) or its shareholders; (b) not in good faith or involving a knowing violation of law; or (c) resulting in receipt by such person of an improper benefit.

Insurance. The Company maintains insurance policies insuring the Company’s directors and officers against liability for wrongful acts or omissions arising out of their positions as directors and officers, subject to certain limitations.
2

Item 7.  Exemption From Registration Claimed
Not applicable.
Item 8.  Exhibits.
Regulation S-K
Exhibit Number
 
Document
 
Reference to Prior Filing or
Exhibit No. Attached Hereto
         
4.1

 
*
   
 
   
4.2

 
**
   
 
   
5

 
Attached as Exhibit 5
         

 
***
         

 
Attached as Exhibit 10.2
         

 
Contained in Exhibit 5
         

 
Attached as Exhibit 23.2
         

 
Contained on Signature Page
_________________________

*
Incorporated by reference to Exhibit 3 of the Company’s Form 10-Q Quarterly Report filed on November 9, 2009 (File No. 001-16197).
**
Incorporated by reference to Exhibit 3.2 of the Company’s Form 8-K Current Report filed on December 20, 2017 (File No. 001-16197).
***
Incorporated by reference to Appendix A to the proxy statement for the Annual Meeting of Shareholders of Peapack-Gladstone Financial Corporation (File No. 001-16197), filed by the Company under the Exchange Act on March 18, 2021).
3
Item 9.  Undertakings

The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;
4. That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
5. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and
6. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.


4
SIGNATURES

The Registrant.  Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Bedminster, State of New Jersey, on the 1st day of July, 2021
   
PEAPACK-GLADSTONE FINANCIAL CORPORATION
 
 
 
By:  
/s/ Douglas L. Kennedy
   
Douglas L. Kennedy
   
President and Chief Executive Officer
   
(Duly Authorized Representative)


POWER OF ATTORNEY

We, the undersigned directors and officers of Peapack-Gladstone Financial Corporation (the “Company”) hereby severally constitute and appoint Douglas L. Kennedy and Jeffrey J. Carfora, and each of them, as our true and lawful attorneys and agents, to do any and all things in our names in the capacities indicated below which said Douglas L. Kennedy and Jeffrey J. Carfora may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the registration of shares of common stock to be issued under the Peapack-Gladstone Financial Corporation 2021 Long-Term Incentive Plan, including specifically, but not limited to, power and authority to sign for us in our names in the capacities indicated below the registration statement and any and all amendments (including post-effective amendments) thereto; and we hereby approve, ratify and confirm all that said Douglas L. Kennedy and Jeffrey J. Carfora shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the date indicated.
Signature
 
Title
 
Date
 
 
 
 
 
/s/ Douglas L. Kennedy
 
President and Chief Executive Officer and Director
 
July 1, 2021
Douglas L. Kennedy

 
(Principal Executive Officer) 
 
 
/s/ Jeffrey J. Carfora
 
Senior Executive Vice President and Chief Financial Officer
 
July 1, 2021
Jeffrey J. Carfora

 
(Principal Financial Officer)
 
 
/s/ Francessco S. Rossi
 
Senior Vice President and Chief Accounting Officer
 
July 1, 2021
Francessco S. Rossi

 
(Principal Accounting Officer)
   
/s/ F. Duffield Meyercord
 
Chairman of the Board
 
July 1, 2021
F. Duffield Meyercord

       
/s/ Carmen M. Bowser
 
Director
 
July 1, 2021
Carmen M. Bowser

 
 
 
 
/s/ Susan A. Cole
 
Director
 
July 1, 2021
Susan A. Cole

 
 
 
 
/s/ Anthony J. Consi II
 
Director
 
July 1, 2021
 Anthony J. Consi II        


 
 
 
 
 
 
/s/ Richard Daingerfield
 
Director
 
July 1, 2021
Richard Daingerfield
       
   
/s/ Edward A. Grampigna, Jr.
 
Director
  July 1, 2021
Edward A. Gramigna, Jr.

 
 
 
 
/s/ Peter D. Horst
 
Director
 
July 1, 2021
Peter D. Horst

 
 
 
 
/s/ Steven A. Kass
 
Director
 
July 1, 2021
Steven A. Kass

 
 
 
 
/s/ Patrick J. Mullen
 
Director
 
July 1, 2021
Patrick J. Mullen

 
 
 
 
/s/ Philip W. Smith III
 
Director
 
July 1, 2021
Philip W. Smith III

 
 
 
 
/s/ Tony Spinelli
 
Director
 
July 1, 2021
Tony Spinelli

 
 
 
 
/s/ Beth Welsh
 
Director
 
July 1, 2021
Beth Welsh
 
 
 
 




















EXHIBIT 5


LUSE GORMAN, PC
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW

5335 WISCONSIN AVENUE, N.W., SUITE 780
WASHINGTON, D.C. 20015

TELEPHONE (202) 274-2000
FACSIMILE (202) 362-2902
www.luselaw.com

July 1, 2021

Board of Directors
Peapack-Gladstone Financial Corporation
500 Hills Drive, Suite 300
Bedminster, New Jersey 07921



Re:
Peapack-Gladstone Financial Corporation 2021 Long-Term Incentive Plan
Registration Statement on Form S-8

Ladies and Gentlemen:

You have requested the opinion of this firm as to certain matters in connection with the registration of 500,000 shares of common stock, no par value (the “Shares”), of Peapack-Gladstone Financial Corporation (the “Company”) to be issued pursuant to the Peapack-Gladstone Financial Corporation 2021 Long-Term Incentive Plan (the “Plan”).

In rendering the opinion expressed herein, we have examined originals or copies, certified or otherwise identified to our satisfaction of the following: (i) the Company’s Registration Statement on Form S-8 (the “Form S-8”) to be filed with the Securities Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), on the date hereof; (ii) the Certificate of Incorporation of the Company, as amended to date and currently in effect; (iii) the Bylaws of the Company, as amended to date and currently in effect; (iv) the Plan; (v) certain resolutions of the board of directors of the Company relating to the approval of the Plan, the filing of the Registration Statement, and certain related matters; and (vi) applicable statutes and regulations governing the Company.  We have assumed the authenticity, accuracy and completeness of all documents in connection with the opinion expressed herein.  We have also assumed the legal capacity and genuineness of the signatures of persons signing all documents in connection with which the opinions expressed herein are rendered.

Based on the foregoing, we are of the following opinion:

Following the effectiveness of the Form S-8, the Shares of the Company, when issued in accordance with the terms and conditions of the Plan, will be legally issued, fully paid and non-assessable.

This opinion has been prepared solely for the use of the Company in connection with the preparation and filing of the Form S-8, and shall not be used for any other purpose or relied upon by any other person without the prior express written consent of this firm.  We hereby consent to the use of this opinion in the Form S-8.  By giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.


 
Very truly yours,
   
   
  /s/ Luse Gorman, PC
 
LUSE GORMAN, PC
EXHIBIT 10.2


Name of Employee: «FIRSTNAME» «LASTNAME» No. of Shares: «    »

PEAPACK-GLADSTONE FINANCIAL CORPORATION
RESTRICTED STOCK UNIT AWARD AGREEMENT (“AGREEMENT”)

PEAPACK-GLADSTONE FINANCIAL CORPORATION, a New Jersey corporation (“Company”), this ____ day of __________, _____ (“Award Date”) hereby grants to «FIRSTNAME» «LASTNAME» (“Employee”), an employee of the Company or a subsidiary thereof, pursuant to the Company’s 2021 Long-Term Stock Incentive Plan (as amended from time to time, the “Plan”), a restricted stock unit award in the amount and on the terms and conditions hereinafter set forth. Each restricted stock unit represents the unfunded right to receive one share of the Common Stock, no par value, of the Company (“Share”) subject to the restrictions set forth herein (“Restricted Stock Unit”).

1.
Incorporation by Reference of Plan. The provisions of the Plan, a copy of which is being furnished herewith to the Employee, are incorporated by reference herein and shall govern as to all matters not expressly provided for in this Agreement. Capitalized terms not defined herein have the meanings set forth in the Plan. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall govern.

2.
Award of Restricted Stock Units. The Company hereby awards the Employee «   » Restricted Stock Units (the “Units”).  A record of the Units awarded hereunder shall be evidenced by the Company in restricted book entry accounts maintained for the Employee by the Company’s transfer agent, or such other administrator designated by the Committee, until payment of the purchase price, if any, is made by or on behalf of the Employee and all the restrictions (“Restrictions”) specifically set forth in this Agreement and in Section 9(c) of the Plan with respect to the Units shall expire or be cancelled and all required tax withholding obligations are satisfied, at which time the Company shall issue to the Employee a stock certificate (or an applicable book entry shall be made in the book entry account maintained for the Employee) with respect to such Shares underlying the vested Units, free of all Restrictions. The Units shall have no voting rights. The Units shall be credited with Dividend Equivalents as set forth in Section 9(d) of the Plan. However, any Dividend Equivalents paid on the Units shall be credited to the restricted book entry account maintained on the Employee’s behalf until the Restrictions with respect to the Units upon which such Dividend Equivalents were paid, expire or are cancelled, at which time the Company shall evidence the delivery to the Employee of all such Dividend Equivalents, with interest, if any. If the Employee forfeits any Units awarded hereunder, such Units and any Dividend Equivalents with respect thereto, with interest, if any, shall automatically revert to the Company (without any payment by the Company to the Employee) and shall no longer be reflected in the restricted book entry account maintained for the Employee.

3.
Restrictions. (a)Vesting. The Units and related Dividend Equivalents shall not be delivered to the Employee and may not be sold, assigned, transferred, pledged or otherwise encumbered by the Employee until such Units have vested in the Employee in accordance with the following schedule:

Percentage of Units Vesting
Date of Vesting
33%
1 yr after Award Date
33%
2 yrs after Award Date
34%
3 yrs after Award Date
Total:                                                                             100%
3 yrs after Award Date

(b) Forfeiture. Units not yet vested (and any related Dividend Equivalents and interest) shall be forfeited and automatically transferred to the Company upon the Employee’s ceasing to be employed by the Company and its subsidiaries for any reason other than death, Disability, Retirement or termination without Cause or resignation with Good Reason within two years
1
after a Change in Control. Upon termination of employment by reason of death, Disability or Retirement, or termination without Cause or resignation with Good Reason within two years after a Change in Control, all restrictions upon the Units shall thereupon immediately lapse. The Plan defines Retirement as follows:

“Retirement” means the retirement from active employment of an employee or officer, but only if such person meets all of the following requirements: (i) he has a minimum combined total of years of service to the Company or any Subsidiary (excluding service to any acquired company) and age equal to eighty (80), (ii) he is age sixty-two (62) or older, and (iii) he provides six (6) months prior written notice to the Company of the retirement.

If the Employee retires but fails to meet such conditions, he or she shall not be deemed to be within the definition of Retirement for any purpose under the Plan and this Agreement.

4.
Registration. If Shares are issued in a transaction exempt from registration under the Securities Act of 1933, as amended, then, if deemed necessary by Company’s counsel, as a condition to the Company issuing the Shares underlying the vested Units, the Employee shall represent in writing to the Company that he or she is acquiring the Shares for investment purposes only and not with a view to distribution or resale, and any certificates representing the Shares shall bear the following legend:

“These shares have not been registered under the Securities Act of 1933, as amended. No transfer of the shares may be effected without an opinion of counsel to the Company stating that the transfer is exempt from registration under the Securities Act of 1933 and any applicable state securities laws or that the transfer of the shares is covered by an effective registration statement with respect to the shares.”

5.
Acceptance of Provisions. The execution of this Agreement by the Employee shall constitute the Employee’s acceptance of and agreement to all of the terms and conditions of the Plan and this Agreement.

6.
Notices. All notices and other communications required or permitted under the Plan and this Agreement shall be in writing and shall be given either by (i) personal delivery or regular mail, in each case against receipt, or (ii) first class registered or certified mail, return receipt requested. Any such communication shall be deemed to have been given (a) on the date of receipt in the cases referred to in clause (i) of the preceding sentence and (b) on the second day after the date of mailing in the cases referred to in clause (ii) of the preceding sentence. All such communications to the Company shall be addressed to it, to the attention of its Secretary, at its then principal office and to the Employee at his or her last address appearing on the records of the Company or, in each case, to such other person or address as may be designated by like notice hereunder. Notice may also be provided to the Secretary of the Company or to the Employee by facsimile or electronic mail, and any such communication shall be deemed to be effective upon receipt, provided confirmation of transmission is electronically generated and kept on file by the sending party.

7.
Taxes. The Employee generally will be subject to tax at ordinary income rates on the fair market value of the Shares underlying the Units and accrued Dividend Equivalents at the time they are received by the Employee. The foregoing statement of tax consequences is intended only as a generalized statement of current Federal tax law (as in existence on the date of this Agreement) and the Employee should consult his or her tax consultant to determine the specific tax consequences of this award from time to time. In accordance with Section 19(b) of the Plan, the Company will have the power to withhold, or require the Employee to remit to the Company promptly upon notification of the amount due, an amount sufficient to satisfy
2
8.
Federal, state and local withholding tax requirements with respect to the vesting of the Units, and delivery of the Shares shall not occur unless and until such requirements are satisfied. If requested by the Employee in advance, the Committee shall cancel Shares to be delivered to the Employee having a Fair Market Value, on the day preceding the date of delivery of the Shares underlying the Units, equal to the aggregate required tax withholding in connection with delivery of such Shares, and apply the value of such Shares as payment for the Employee’s aggregate required tax withholding. A sample form to be used in making this request is attached.

9.
Miscellaneous. This Agreement and the Plan contain a complete statement of all the arrangements between the parties with respect to their subject matter, and this Agreement cannot be changed except by a writing executed by both parties. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey applicable to agreements made and to be performed exclusively in New Jersey. The headings in this Agreement are solely for convenience of reference and shall not affect its meaning or interpretation.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

PEAPACK-GLADSTONE FINANCIAL CORPORATION
EMPLOYEE


 
By: ____________________________________________
By:______________________________________
Signature of Employee
 

3
**THIS FORM MUST BE SUBMITTED IN ADVANCE OF VESTING AND MAY ONLY BE SUBMITTED WHEN NO BLACKOUT PERIOD IS IN EFFECT.**

PEAPACK-GLADSTONE FINANCIAL CORPORATION

Tax Withholding Election Form

The undersigned has received, pursuant to the Company’s 2021 Long-Term Incentive Plan (the “Plan”), the unfunded right to receive shares of the Common Stock, no par value, of the Company (“Restricted Stock Units”) subject to the restrictions set forth in a Restricted Stock Unit Award Agreement (the “Agreement”) dated _________. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Plan.

With respect to the satisfaction of any and all withholding tax obligations that may arise upon delivery of Shares underlying the Restricted Stock Units and pursuant to Section 7 (Taxes) of the Agreement, the undersigned hereby voluntarily elects (please choose one and initial on the space provided):

(i)
to have the Company withhold a number of shares of Common Stock otherwise issuable or deliverable sufficient to cover the undersigned’s withholding tax obligations in connection with the delivery of Shares underlying the Restricted Stock Units subject to the Agreement, with the number of withheld shares determined based on the fair market value as of the date preceding the delivery date.

(ii)
to withdraw the voluntary election dated _______ in connection with the delivery of Shares underlying the Restricted Stock Units pursuant to the Agreement.

The undersigned understands that the Company shall defer issuance and delivery of Common Stock until all tax withholding requirements are satisfied.

The vesting of the Restricted Stock Units subject to the Agreement may at times occur during a blackout period. In such an event, you would be unable to elect to have shares of Common Stock withheld to cover withholding tax obligations. Thus, consistent with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, where item (i) above is checked, this Tax Withholding Election Form serves as your authorization to have the Company withhold a number of shares of Common Stock otherwise issuable or deliverable sufficient to cover the undersigned’s withholding tax obligations in connection with the delivery of Shares pursuant to the Agreement.

By executing this Tax Withholding Election Form, the undersigned represents and warrants that as of the date hereof he/she is not aware of any material nonpublic information with respect to the Company or any of its securities.


DATE:_______________________________
 __________________________________________
 
[NAME]

4
EXHIBIT 23.2


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



We consent to the incorporation by reference in this Registration Statement on Form S-8 of Peapack-Gladstone Financial Corporation of our report dated March 12, 2021, relating to the consolidated financial statements and effectiveness of internal control over financial reporting appearing in the Annual Report on Form 10-K of Peapack-Gladstone Financial Corporation for the year ended December 31, 2020.





/s/ Crowe LLP

Livingston, New Jersey
July 1, 2021