UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(MARK ONE)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended September 30, 2017

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission File No. 001-16197

PEAPACK-GLADSTONE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)

New Jersey 22-3537895
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

500 Hills Drive, Suite 300
Bedminster, New Jersey 07921-0700
(Address of principal executive offices, including zip code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days.

Yes x No o .

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 or Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x No o .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer o Accelerated filer x
Non-accelerated filer (do not check if a smaller reporting company) o Smaller reporting company o
Emerging growth company o  

 

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. o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

 

Number of shares of Common Stock outstanding as of November 2, 2017:

18,259,577

 

1  

 

 

PEAPACK-GLADSTONE FINANCIAL CORPORATION

PART 1 FINANCIAL INFORMATION

 

Item 1   Financial Statements  
    Consolidated Statements of Condition at September 30, 2017 and December 31, 2016 Page 3
    Consolidated Statements of Income for the three months and nine months ended September 30, 2017 and 2016 Page 4
    Consolidated Statements of Comprehensive Income for the three months and nine months ended September 30, 2017 and 2016 Page 5
    Consolidated Statement of Changes in Shareholders’ Equity for the nine months ended September 30, 2017 Page 6
    Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016 Page 7
    Notes to Consolidated Financial Statements Page 8
Item 2   Management’s Discussion and Analysis of Financial Condition and Results of Operations Page 47
Item 3   Quantitative and Qualitative Disclosures about Market Risk Page 68
Item 4   Controls and Procedures Page 70

 

 

PART 2 OTHER INFORMATION

 

Item 1   Legal Proceedings Page 70
Item 1A   Risk Factors Page 70
Item 2   Unregistered Sales of Equity Securities and Use of Proceeds Page 71
Item 3   Defaults Upon Senior Securities Page 71
Item 4   Mine Safety Disclosures Page 71
Item 5   Other Information Page 71
Item 6   Exhibits Page 71

2  

 

 

Item 1. Financial Statements (Unaudited)

 

PEAPACK-GLADSTONE FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CONDITION
(Dollars in thousands, except share and per share data)

 

    (unaudited)     (audited)  
    September 30,     December 31,  
    2017     2016  
ASSETS                
Cash and due from banks   $ 4,446     $ 24,580  
Federal funds sold     101       101  
Interest-earning deposits     88,793       138,010  
   Total cash and cash equivalents     93,340       162,691  
                 
Securities available for sale     315,112       305,388  
FHLB and FRB stock, at cost     13,589       13,813  
Loans held for sale, at fair value     2,240       1,200  
Loans held for sale, at lower of cost or fair value           388  
Loans     3,667,197       3,312,144  
   Less: Allowance for loan and lease losses     35,915       32,208  
   Net loans     3,631,282       3,279,936  
                 
Premises and equipment     29,832       30,371  
Other real estate owned     137       534  
Accrued interest receivable     6,803       8,153  
Bank owned life insurance     44,380       43,806  
Deferred tax assets, net     16,636       15,320  
Goodwill and other intangible assets     15,064       3,157  
Other assets     7,917       13,876  
   TOTAL ASSETS   $ 4,176,332     $ 3,878,633  
LIABILITIES                
Deposits:                
   Noninterest-bearing demand deposits   $ 557,117     $ 489,485  
   Interest-bearing deposits:                
     Interest-bearing deposits checking     1,144,714       1,023,081  
     Savings     121,830       120,056  
     Money market accounts     1,046,997       1,048,494  
     Certificates of deposit - Retail     528,251       457,000  
Subtotal deposits     3,398,909       3,138,116  
     Interest-bearing demand – Brokered     180,000       180,000  
     Certificates of deposit - Brokered     83,788       93,721  
Total deposits     3,662,697       3,411,837  
Federal Home Loan Bank advances     49,898       61,795  
Capital lease obligation     9,240       9,693  
Subordinated debt, net     48,862       48,764  
Accrued expenses and other liabilities     25,699       22,334  
   TOTAL LIABILITIES     3,796,396       3,554,423  
SHAREHOLDERS’ EQUITY                
Preferred stock (no par value; authorized 500,000 shares;                
  liquidation preference of $1,000 per share)            
Common stock (no par value; stated value $0.83 per share; authorized                
   21,000,000 shares; issued shares, 18,622,937 at September 30, 2017 and                
   17,666,173 at December 31, 2016; outstanding shares, 18,214,759 at                
   September 30, 2017 and 17,257,995 at December 31, 2016     15,521       14,717  
Surplus     268,951       238,708  
Treasury stock at cost, 408,178 shares at both September 30, 2017 and                
   December 31, 2016     (8,988 )     (8,988 )
Retained earnings     104,797       81,304  
Accumulated other comprehensive loss, net of income tax     (345 )     (1,531 )
   TOTAL SHAREHOLDERS’ EQUITY     379,936       324,210  
   TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY   $ 4,176,332     $ 3,878,633  

See accompanying notes to consolidated financial statements

3  

Index  

PEAPACK-GLADSTONE FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except share data)

(Unaudited)

 

    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2017     2016     2017     2016  
INTEREST INCOME                                
Interest and fees on loans   $ 35,511     $ 28,225     $ 96,640     $ 82,713  
Interest on securities available for sale:                                
   Taxable     1,564       976       4,545       2,816  
   Tax-exempt     117       128       353       377  
Interest on loans held for sale     23       384       34       577  
Interest on interest-earning deposits     276       131       716       294  
   Total interest income     37,491       29,844       102,288       86,777  
INTEREST EXPENSE                                
Interest on savings and interest-bearing deposit                                
   accounts     3,083       1,399       7,215       3,785  
Interest on certificates of deposit     1,864       1,615       5,084       4,649  
Interest on borrowed funds     439       380       1,096       1,432  
Interest on capital lease obligation     112       119       341       361  
Interest on subordinated debt     783       799       2,349       938  
  Subtotal - interest expense     6,281       4,312       16,085       11,165  
Interest on interest-bearing demand – brokered     737       762       2,183       2,263  
Interest on certificates of deposits – brokered     481       501       1,465       1,494  
   Total Interest expense     7,499       5,575       19,733       14,922  
   NET INTEREST INCOME BEFORE                                
   PROVISION FOR LOAN AND LEASE LOSSES     29,992       24,269       82,555       71,855  
Provision for loan and lease losses     400       2,100       4,200       6,000  
   NET INTEREST INCOME AFTER                                
   PROVISION FOR LOAN AND LEASE LOSSES     29,592       22,169       78,355       65,855  
OTHER INCOME                                
Wealth management fee income     5,790       4,436       15,694       13,630  
Service charges and fees     816       812       2,402       2,437  
Bank owned life insurance     343       340       1,015       1,027  
Gains on loans held for sale at fair value (mortgage                                
   banking)     141       383       279       813  
Gains on loans held for sale at lower of cost or                                
   fair value     34       256       34       880  
Fee income related to loan level, back-to-back swaps     888       670       2,635       764  
Gain on sale of SBA loans     493       243       790       502  
Other income     326       395       1,172       1,074  
Securities gains, net                       119  
   Total other income     8,831       7,535       24,021       21,246  
OPERATING EXPENSES                                
Compensation and employee benefits     13,996       11,515       38,660       33,523  
Premises and equipment     2,945       2,736       8,794       8,342  
FDIC insurance expense     583       814       1,871       3,954  
Other operating expense     4,437       3,101       12,035       10,328  
   Total operating expenses     21,961       18,166       61,360       56,147  
INCOME BEFORE INCOME TAX EXPENSE     16,462       11,538       41,016       30,954  
Income tax expense     6,256       4,422       14,888       11,785  
NET INCOME   $ 10,206     $ 7,116     $ 26,128     $ 19,169  
                                 
EARNINGS PER SHARE                                
   Basic   $ 0.57     $ 0.43     $ 1.49     $ 1.19  
   Diluted   $ 0.56     $ 0.43     $ 1.47     $ 1.17  
WEIGHTED AVERAGE NUMBER OF                                
   SHARES OUTSTANDING                                
   Basic     17,800,153       16,467,654       17,478,293       16,167,153  
   Diluted     18,123,268       16,673,596       17,753,731       16,347,255  

See accompanying notes to consolidated financial statements

 

4  

Index  

PEAPACK-GLADSTONE FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands)

(Unaudited)

 

    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2017     2016     2017     2016  
                         
Net income   $ 10,206     $ 7,116     $ 26,128     $ 19,169  
Comprehensive income:                                
   Unrealized gains/(loss) on available for sale                                
       securities:                                
     Unrealized holding gains/(loss) arising                                
       during the period     99       (350 )     934       1,081  
   Less: Reclassification adjustment for net gains                                
      included in net income                       119  
      99       (350 )     934       962  
   Tax effect     (37 )     135       (353 )     (361 )
Net of tax     62       (215 )     581       601  
                                 
Unrealized gains/(loss) on cash flow hedges:                                
   Unrealized holding gains/(loss)     222       1,591       1,023       (3,380 )
      222       1,591       1,023       (3,380 )
    Tax effect     (91 )     (650 )     (418 )     1,381  
Net of tax     131       941       605       (1,999 )
                                 
                                 
Total other comprehensive income/(loss)     193       726       1,186       (1,398 )
                                 
Total comprehensive income   $ 10,399     $ 7,842     $ 27,314     $ 17,771  

 

See accompanying notes to consolidated financial statements

 

5  

Index  

 

PEAPACK-GLADSTONE FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Dollars in thousands)

(Unaudited)

Nine Months Ended September 30, 2017

 

                            Accumulated        
                            Other        
(In thousands, except   Common           Treasury     Retained     Comprehensive        
per share data)   Stock     Surplus     Stock     Earnings     Loss     Total  
                                     
Balance at January 1, 2017                                                
   17,257,995 common shares                                                
   outstanding   $ 14,717     $ 238,708     $ (8,988 )   $ 81,304     $ (1,531 )   $ 324,210  
Net income                       26,128             26,128  
Comprehensive income                             1,186       1,186  
Restricted stock units issued                                                
   61,610 shares     51       (51 )                        
Restricted stock awards forfeitures,                                                
    (400) shares     (1 )     1                          
Restricted stock units/awards                                                
   repurchased on vesting to pay                                                
   taxes, (46,884) shares     (39 )     (1,376 )                       (1,415 )
Amortization of restricted                                                
   awards/units           2,536                         2,536  
Cash dividends declared on                                                
   common stock ($0.15 per share)                       (2,635 )           (2,635 )
Common stock option expense           6                         6  
Common stock options exercised,                                                
   33,862 net of 8,744 used to                                                
   exercise, 25,118 shares     28       307                         335  
Sales of shares (Dividend                                                
   Reinvestment Program),                                                
   867,377 shares     723       25,354                         26,077  
Issuance of shares for                                                
   Employee Stock Purchase                                                
   Plan, 19,820 shares     17       602                         619  
Issuance of shares for employee,                                                
   saving and investment plan                                                
   30,123 shares     25       864                         889  
Common stock to be issued in                                                
   wealth acquisition           2,000                         2,000  
Balance at September 30, 2017                                                
   18,214,759 common shares                                                
   outstanding   $ 15,521     $ 268,951     $ (8,988 )   $ 104,797     $ (345 )   $ 379,936  

 

See accompanying notes to consolidated financial statements

6  

Index  

 

PEAPACK-GLADSTONE FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

 

    Nine Months Ended September 30,  
    2017     2016  
OPERATING ACTIVITIES:                
Net income   $ 26,128     $ 19,169  
Adjustments to reconcile net income to net cash provided by operating activities:                
Depreciation     2,473       2,280  
Amortization of premium and accretion of discount on securities, net     1,276       1,090  
Amortization of restricted stock     2,536       2,154  
Amortization of intangible     93       93  
Amortization of subordinated debt costs     98       38  
Provision of loan and lease losses     4,200       6,000  
Deferred tax (benefit)/expense     (2,087 )     1,837  
Stock-based compensation and employee stock purchase plan expense           128  
Gains on securities, available for sale, net           (119 )
Loans originated for sale (1)     (27,925 )     (53,412 )
Proceeds from sales of loans held for sale (1)     28,342       52,770  
Gain on loans held for sale (1)     (1,069 )     (813 )
Gain on loans held for sale at lower of cost or fair value     (34 )     (880 )
Gain on sale of other real estate owned           (5 )
Gain on death benefit     (62 )      
Increase in cash surrender value of life insurance, net     (612 )     (656 )
Decrease in accrued interest receivable     1,350       437  
Decrease/(increase) in other assets     8,816       (391 )
Increase in accrued expenses, capital lease obligations and other liabilities     1,084       2,732  
   NET CASH PROVIDED BY OPERATING ACTIVITIES     44,607       32,452  
INVESTING ACTIVITIES:                
Principal repayments, maturities and calls of securities available for sale     51,739       43,997  
Redemptions for FHLB & FRB stock     31,568       61,155  
Call of securities available for sale           10,035  
Sales of securities available for sale           5,499  
Purchase of securities available for sale     (61,805 )     (106,524 )
Purchase of FHLB & FRB stock     (31,344 )     (61,264 )
Proceeds from sales of loans held for sale at lower of cost or fair value     78,800       182,763  
Net increase in loans, net of participations sold     (434,449 )     (451,101 )
Sales of other real estate owned     534       568  
Purchase of premises and equipment     (1,934 )     (2,257 )
Proceeds from death benefit     100        
Purchase of wealth management company     (10,000 )      
   NET CASH USED IN INVESTING ACTIVITIES     (376,791 )     (317,129 )
FINANCING ACTIVITIES:                
Net increase in deposits     250,860       364,590  
Net increase/(decrease) in overnight borrowings           (40,700 )
Repayments of Federal Home Loan Bank advances     (11,897 )     (11,897 )
Dividends paid on common stock     (2,635 )     (2,452 )
Exercise of Stock Options, net of stock swaps     335       246  
Restricted stock repurchased on vesting to pay taxes     (1,415 )     (496 )
Proceeds from issuance of subordinated debt           48,693  
Sales of common shares (Dividend Reinvestment Program)     26,077       15,532  
Issuance of shares for employee saving and investment plan     889        
Issuance of shares for employee stock purchase plan     619       556  
   NET CASH PROVIDED BY IN FINANCING ACTIVITIES     262,833       374,072  
Net (decrease)/increase in cash and cash equivalents     (69,351 )     89,395  
Cash and cash equivalents at beginning of period     162,691       70,160  
Cash and cash equivalents at end of period   $ 93,340     $ 159,555  
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                
Cash paid during the year for:                
Interest
  $ 18,501     $ 13,492  
  Income tax, net     8,107       10,880  
Transfer of loans to loans held for sale           159,804  
Transfer of loans held for sale to loans           30,121  
Transfer of loans to other real estate owned     137       534  
Security purchases settled in subsequent period           7,003  
Acquisition
               
     Goodwill     12,000        
(1) Includes mortgage loans originated with the intent to sell which are carried at fair value. In addition, this includes the guaranteed portion of SBA loans which are carried at the lower of cost or fair value.

 

See accompanying notes to consolidated financial statements

7  

Index  

PEAPACK-GLADSTONE FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Certain information and footnote disclosures normally included in the audited consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the period ended December 31, 2016 for Peapack-Gladstone Financial Corporation (the “Corporation” or the “Company”). In the opinion of the management of the Corporation, the accompanying unaudited Consolidated Interim Financial Statements contain all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position as of September 30, 2017, the results of operations and comprehensive income for the three and nine months ended September 30, 2017 and 2016, shareholders’ equity for the nine months ended September 30, 2017 and cash flow statements for the nine months ended September 30, 2017 and 2016.The results of operations for the three and nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for any future period.

 

Principles of Consolidation and Organization: The consolidated financial statements of the Company are prepared on the accrual basis and include the accounts of the Company and its wholly-owned subsidiary, Peapack-Gladstone Bank (the “Bank”). The consolidated statements also include the Bank’s wholly-owned subsidiaries, PGB Trust & Investments of Delaware, Peapack Capital Corporation (formed in the second quarter of 2017), Murphy Capital Management (“MCM”) (acquired in the third quarter of 2017), and Peapack-Gladstone Mortgage Group, Inc. and Peapack-Gladstone Mortgage Group’s wholly-owned subsidiary, PG Investment Company of Delaware, Inc. and its wholly-owned subsidiary, Peapack-Gladstone Realty, Inc., a New Jersey Real Estate Investment Company. While the following footnotes include the collective results of the Company and the Bank, these footnotes primarily reflect the Bank’s and its subsidiaries’ activities. All significant intercompany balances and transactions have been eliminated from the accompanying consolidated financial statements.

 

Basis of Financial Statement Presentation : The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the statement of condition and revenues and expenses for that period. Actual results could differ from those estimates.

 

Segment Information : The Company’s business is conducted through its banking subsidiary and involves the delivery of loan and deposit products and wealth management services to customers. Management uses certain methodologies to allocate income and expense to the business segments.

 

The Banking segment includes commercial, commercial real estate, multifamily, residential and consumer lending activities; deposit generation; operation of ATMs; telephone and internet banking services; merchant credit card services and customer support services.

 

Peapack-Gladstone Bank’s Private Wealth Management Division includes asset management services provided for individuals and institutions; personal trust services, including services as executor, trustee, administrator, custodian and guardian; corporate trust services including services as trustee for pension and profit sharing plans; and other financial planning and advisory services. This segment also includes the activity from the Delaware subsidiary, PGB Trust and Investments of Delaware and MCM. Income is recognized as earned.

 

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Cash and Cash Equivalents: For purposes of the statements of cash flows, cash and cash equivalents include cash and due from banks, interest-earning deposits and federal funds sold. Generally, federal funds are sold for one-day periods. Cash equivalents are of original maturities of 90 days or less. Net cash flows are reported for customer loan and deposit transactions and overnight borrowings.

 

Interest-Earning Deposits in Other Financial Institutions : Interest-earning deposits in other financial institutions mature within one year and are carried at cost.

 

Securities : All securities are classified as available for sale and are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income, net of tax.

 

Interest income includes amortization of purchase premiums and discounts. Premiums and discounts on securities are amortized on the level-yield method without anticipating prepayments, except for mortgage-backed securities where prepayments are anticipated and premiums on callable debt securities which will be amortized to the earliest call date. Gains and losses on sales are recorded on the trade date and determined using the specific identification method.

 

Management evaluates securities for other-than-temporary impairment on at least a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. For securities in an unrealized loss position, Management considers the extent and duration of the unrealized loss and the financial condition and near-term prospects of the issuer. Management also assesses whether it intends to sell, or it is more likely than not that it will be required to sell, a security in an unrealized loss position before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the entire difference between amortized cost and fair value is recognized as impairment through earnings. For debt securities that do not meet the aforementioned criteria, the amount of impairment is split into two components as follows: 1) other-than-temporary impairment related to credit loss, which must be recognized in the income statement and 2) other-than-temporary impairment related to other factors, which is recognized in other comprehensive income. The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis. For equity securities, the entire amount of impairment is recognized through earnings.

 

Federal Home Loan Bank (FHLB) and Federal Reserve Bank (FRB) Stock: The Bank is a member of the FHLB system. Members are required to own a certain amount of FHLB stock, based on the level of borrowings and other factors. FHLB stock is carried at cost, classified as a restricted security and periodically evaluated for impairment based on ultimate recovery of par value. Both cash and stock dividends are reported as income.

 

The Bank is also a member of the Federal Reserve Bank System and required to own a certain amount of FRB stock. FRB stock is carried at cost and classified as a restricted security. Both cash and stock dividends are reported as income.

 

Loans Held for Sale: Mortgage loans originated with the intent to sell in the secondary market are carried at fair value, as determined by outstanding commitments from investors.

 

Mortgage loans held for sale are generally sold with servicing rights released; therefore, no servicing rights are recorded. Gains and losses on sales of mortgage loans, shown as gain on sale of loans at fair value on the Statements of Income, are based on the difference between the selling price and the carrying value of the related loan sold.

 

SBA loans originated with the intent to sell in the secondary market are carried at the lower of cost or fair value. SBA loans are generally sold with the servicing rights retained. Gains and losses on the sale of SBA loans are based on the difference between the selling price and the carrying value of the related loan sold. Total SBA loans serviced totaled $13.4 million and $5.8 million as of September 30, 2017 and December 31, 2016, respectively. There were no SBA loans held for sale at September 30, 2017. SBA Loans held for sale totaled $388 thousand as of December 31, 2016.

 

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Loans originated with the intent to hold and subsequently transferred to loans held for sale are carried at the lower of cost or fair value. These are loans that the Company no longer has the intent to hold for the foreseeable future.

 

Loans: Loans that Management has the intent and ability to hold for the foreseeable future or until maturity are stated at the principal amount outstanding. Interest on loans is recognized based upon the principal amount outstanding. Loans are stated at face value, less purchased premium and discounts and net deferred fees. Loan origination fees and certain direct loan origination costs are deferred and recognized over the life of the loan as an adjustment, on a level-yield method, to the loan’s yield. The definition of recorded investment in loans includes accrued interest receivable and deferred fees/cost, however, for the Company’s loan disclosures, accrued interest and deferred fees/cost was excluded as the impact was not material.

 

Loans are considered past due when they are not paid in accordance with contractual terms. The accrual of income on loans, including impaired loans, is discontinued if, in the opinion of Management, principal or interest is not likely to be paid in accordance with the terms of the loan agreement, or when principal or interest is past due 90 days or more and collateral, if any, is insufficient to cover principal and interest. All interest accrued but not received for loans placed on nonaccrual are reversed against interest income. Payments received on nonaccrual loans are recorded as principal payments. A nonaccrual loan is returned to accrual status only when interest and principal payments are brought current and future payments are reasonably assured, generally when the Bank receives contractual payments for a minimum of six months. Commercial loans are generally charged off after an analysis is completed which indicates that collectability of the full principal balance is in doubt. Consumer loans are generally charged off after they become 120 days past due. Subsequent payments are credited to income only if collection of principal is not in doubt. If principal and interest payments are brought contractually current and future collectability is reasonably assured, loans are returned to accrual status. Nonaccrual mortgage loans are generally charged off when the value of the underlying collateral does not cover the outstanding principal balance. The majority of the Company’s loans are secured by real estate in the States of New Jersey and New York.

 

Allowance for Loan and Lease Losses: The allowance for loan and lease losses is a valuation allowance for credit losses that is management’s estimate of incurred losses in the loan portfolio. The process to determine reserves utilizes analytic tools and management judgement and is reviewed on a quarterly basis. When Management is reasonably certain that a loan balance is not fully collectable, an impairment analysis is completed whereby a specific reserve may be established or a full or partial charge off is recorded against the allowance. Subsequent recoveries, if any, are credited to the allowance. Management estimates the allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations, estimated collateral values, economic conditions and other factors. Allocations of the allowance may be made for specific loans via a specific reserve, but the entire allowance is available for any loan that, in Management’s judgment, should be charged off.

 

The allowance consists of specific and general components. The specific component of the allowance relates to loans that are individually classified as impaired.

 

A loan is impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Factors considered by Management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

 

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Loans are individually evaluated for impairment when they are classified as substandard by Management. If a loan is considered impaired, a portion of the allowance may be allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loan’s existing rate or if repayment is expected solely from the underlying collateral, the loan principal balance is compared to the fair value of collateral less estimated disposition costs to determine the need, if any, for a charge off.

 

A troubled debt restructuring (“TDR”) is a modified loan with concessions made by the lender to a borrower who is experiencing financial difficulty. TDRs are impaired and are generally measured at the present value of estimated future cash flows using the loan’s effective rate at inception. If a TDR is considered to be a collateral dependent loan, the loan is reported, net, at the fair value of the collateral, less estimated disposition costs. For TDRs that subsequently default, the Company determines the amount of reserve in accordance with the accounting policy for the allowance for loan and lease losses.

 

The general component of the allowance covers non-impaired loans and is based primarily on the Bank’s historical loss experience adjusted for current factors. The historical loss experience is determined by portfolio segment and is based on the actual loss history experience by the Company on a weighted average basis over the previous three years. This actual loss experience is adjusted by other qualitative factors based on the risks present for each portfolio segment. These qualitative factors include consideration of the following: levels of and trends in delinquencies and impaired loans; effects of any changes in risk selection and underwriting standards; other changes in lending policies, procedures and practices; experience, ability and depth of lending management and other relevant staff; national and local economic trends and conditions; industry conditions; and effects of changes in credit concentrations. For loans that are graded as non-impaired, the Company allocates a higher general reserve percentage than pass-rated loans using a multiple that is calculated annually through a migration analysis. At September 30, 2017 and at December 31, 2016 the multiple was 4.0 times for non-impaired substandard loans and 2.0 times for non-impaired special mention loans.

 

In determining an appropriate amount for the allowance, the Bank segments and evaluates the loan portfolio based on Federal call report codes, which are based on collateral or purpose. The following portfolio classes have been identified:

 

Primary Residential Mortgages . The Bank originates one to four family residential mortgage loans in the Tri-State area (New York, New Jersey and Connecticut), Pennsylvania and Florida. Loans are secured by first liens on the primary residence or investment property. Primary risk characteristics associated with residential mortgage loans typically involve major living or lifestyle changes to the borrower, including unemployment or other loss of income; unexpected significant expenses, such as for major medical issues or catastrophic events; and divorce or death. In addition, residential mortgage loans that have adjustable rates could expose the borrower to higher debt service requirements in a rising interest rate environment. Further, real estate value could drop significantly and cause the value of the property to fall below the loan amount, creating additional potential exposure for the Bank.

Home Equity Lines of Credit . The Bank provides revolving lines of credit against one to four family residences in the Tri-State area. Primary risk characteristics associated with home equity lines of credit typically involve major living or lifestyle changes to the borrower, including unemployment or other loss of income; unexpected significant expenses, such as for major medical issues or catastrophic events; and divorce or death. In addition, home equity lines of credit typically are made with variable or floating interest rates, such as the Prime Rate, which could expose the borrower to higher debt service requirements in a rising interest rate environment. Further, real estate value could drop significantly and cause the value of the property to fall below the loan amount, creating additional potential exposure for the Bank.

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Index  

Junior Lien Loan on Residence . The Bank provides junior lien loans (“JLL”) against one to four family properties in the Tri-State area. JLLs can be either in the form of an amortizing home equity loan or a revolving home equity line of credit. These loans are subordinate to a first mortgage which may be from another lending institution. Primary risk characteristics associated with JLLs typically involve major living or lifestyle changes to the borrower, including unemployment or other loss of income; unexpected significant expenses, such as for major medical issues or catastrophic events; and divorce or death. Further, real estate value could drop significantly and cause the value of the property to fall below the loan amount, creating additional potential exposure for the Bank.

Multifamily and Commercial Real Estate Loans . The Bank provides mortgage loans for multifamily properties (i.e. buildings which have five or more residential units) and other commercial real estate that is either owner occupied or managed as an investment property (non-owner occupied) in the Tri-State area and Pennsylvania. Commercial real estate properties primarily include retail buildings/shopping centers, hotels, office/medical buildings and industrial/warehouse space. Some properties are considered “mixed use” as they are a combination of building types, such as a building with retail space on the ground floor and either residential apartments or office suites on the upper floors. Multifamily loans are expected to be repaid from the cash flow of the underlying property so the collective amount of rents must be sufficient to cover all operating expenses, property management and maintenance, taxes and debt service. Increases in vacancy rates, interest rates or other changes in general economic conditions can have an impact on the borrower and its ability to repay the loan. Commercial real estate loans are generally considered to have a higher degree of credit risk than multifamily loans as they may be dependent on the ongoing success and operating viability of a fewer number of tenants who are occupying the property and who may have a greater degree of exposure to economic conditions.

Commercial and Industrial Loans . The Bank provides lines of credit and term loans to operating companies for business purposes. The loans are generally secured by business assets such as accounts receivable, inventory, business vehicles and equipment. In addition, these loans often include commercial real estate as collateral to strengthen the Bank’s position and further mitigate risk. Commercial and industrial loans are typically repaid first by the cash flow generated by the borrower’s business operation. The primary risk characteristics are specific to the underlying business and its ability to generate sustainable profitability and resulting positive cash flow. Factors that may influence a business’s profitability include, but are not limited to, demand for its products or services, quality and depth of management, degree of competition, regulatory changes, and general economic conditions. Commercial and industrial loans are generally secured by business assets; however, the ability of the Bank to foreclose and realize sufficient value from the assets is often highly uncertain. To mitigate the risk characteristics of commercial and industrial loans, the Bank will often require more frequent reporting requirements from the borrower in order to better monitor its business performance.

Leasing and Equipment Finance . Peapack Capital Corporation (“PCC”), a subsidiary of the Bank, offers a range of finance solutions nationally. PCC provides term loans and leases secured by assets financed for U.S. based mid-size and large companies. Facilities tend to be fully drawn under fixed rate terms. PCC serves a broad range of industries including transportation, manufacturing, heavy construction and utilities.

Agricultural Production . These are loans to finance agricultural production and other loans to farmers. The Bank does not currently engage in this type of lending.

 

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Index  

Commercial Construction . The Bank has discontinued its commercial construction activity. Dollar amounts within this segment are immaterial.

Consumer and Other . These are loans to individuals for household, family and other personal expenditures as well as obligations of states and political subdivisions in the U.S. This also represents all other loans that cannot be categorized in any of the previous mentioned loan segments.

Derivatives: At the inception of a derivative contract, the Company designates the derivative as one of three types based on the Company’s intentions and belief as to likely effectiveness as a hedge. These three types are (1) a hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment (“fair value hedge”), (2) a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (“cash flow hedge”), or (3) an instrument with no hedging designation. For a fair value hedge, the gain or loss on the derivative, as well as the offsetting loss or gain on the hedged item, are recognized in current earnings as fair values change. For a cash flow hedge, the gain or loss on the derivative is reported in other comprehensive income and is reclassified into earnings in the same periods during which the hedged transaction affects earnings. For both types of hedges, changes in the fair value of derivatives that are not highly effective in hedging the changes in fair value or expected cash flows of the hedged item are recognized immediately in current earnings. Changes in the fair value of derivatives that do not qualify for hedge accounting are reported currently in earnings, as non-interest income.

 

Net cash settlements on derivatives that qualify for hedge accounting are recorded in interest income or interest expense, based on the item being hedged. Net cash settlements on derivatives that do not qualify for hedge accounting are reported in non-interest income. Cash flows on hedges are classified in the cash flow statement the same as the cash flows of the items being hedged.

 

The Company formally documents the relationship between derivatives and hedged items, as well as the risk-management objective and the strategy for undertaking hedge transactions at the inception of the hedging relationship. This documentation includes linking fair value or cash flow hedges to specific assets and liabilities on the balance sheet or to specific firm commitments or forecasted transactions. The Company discontinues hedge accounting when it determines that the derivative is no longer effective in offsetting changes in the fair value or cash flows of the hedged item, the derivative is settled or terminated, a hedged forecasted transaction is no longer probable, a hedged firm commitment is no longer firm, or treatment of the derivative as a hedge is no longer appropriate or intended.

 

When hedge accounting is discontinued, subsequent changes in fair value of the derivative are recorded as non-interest income. When a cash flow hedge is discontinued but the hedged cash flows or forecasted transactions are still expected to occur, gains or losses that were accumulated in other comprehensive income are amortized into earnings over the same periods which the hedged transactions will affect earnings.

 

Stock-Based Compensation: The Company’s 2006 Long-Term Stock Incentive Plan and 2012 Long-Term Stock Incentive Plan allow the granting of shares of the Company’s common stock as incentive stock options, nonqualified stock options, restricted stock awards, restricted stock units and stock appreciation rights to directors, officers and employees of the Company and its subsidiaries. The options granted under these plans are, in general, exercisable not earlier than one year after the date of grant, at a price equal to the fair value of common stock on the date of grant, and expire not more than ten years after the date of grant. Stock options may vest during a period of up to five years after the date of grant. Some options granted to officers at or above the senior vice president level were immediately exercisable at the date of grant. The Company has a policy of using new shares to satisfy option exercises.

 

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For the three months ended September 30, 2017 and 2016, the Company recorded total compensation cost for stock options of less than $1 thousand and $11 thousand, respectively. There was no recognized tax benefit for the quarter ended September 30, 2017. There was a recognized tax benefit of $1 thousand for the quarter ended September 30, 2016. The Company recorded total compensation cost for stock options for the nine months ended September 30, 2017 and 2016 of $6 thousand and $45 thousand, respectively. There was no recognized tax benefit for the nine months ended September 30, 2017. There was a recognized tax benefit of $4 thousand for the nine months ended September 30, 2016. There was less than $1 thousand of compensation cost related to non-vested share-based compensation arrangements granted under the Company’s stock incentive plans at September 30, 2017. That cost is expected to be recognized over a weighted average period of 0.10 years.

 

Upon adoption of Accounting Standards Update (“ASU”) 2016-09, “Compensation - Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting” the Company has elected to account for forfeitures as they occur, rather than estimate expected forfeitures.

For the Company’s stock option plans, changes in options outstanding during the nine months ended September 30, 2017 were as follows:

 

                Weighted        
          Weighted     Average     Aggregate  
          Average     Remaining     Intrinsic  
    Number of     Exercise     Contractual     Value  
    Options     Price     Term     (In thousands)  
Balance, January 1, 2017     179,159     $ 16.27                  
Granted during 2017                            
Exercised during 2017     (33,862 )     17.93                  
Expired during 2017     (7,722 )     26.90                  
Forfeited during 2017     (581 )     14.73                  
Balance, September 30, 2017     136,994       15.27       3.30 years     $ 2,530  
Vested and expected to vest     136,990       15.27       3.30 years     $ 2,530  
Exercisable at September 30, 2017     136,934       15.27       3.30 years     $ 2,529  

 

The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the third quarter of 2017 and the exercise price, multiplied by the number of in-the-money options). The Company’s closing stock price on September 30, 2017 was $33.74.

 

There were no stock options granted in the nine months ended September 30, 2017.

 

The Company has previously granted performance based and service based restricted stock awards/units. Service based awards/units vest ratably over a one, three or five-year period.  There were 3,900 restricted stock units granted in the third quarter of 2017.

The performance based awards that were granted in previous periods are dependent upon the Company meeting certain performance criteria and cliff vest at the end of the performance period.  Total unrecognized compensation expense for performance based awards was $1.7 million as of September 30, 2017.

Changes in nonvested shares dependent on performance criteria for the nine months ended September 30, 2017 were as follows:

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Index  

          Weighted  
          Average  
    Number of     Grant Date  
    Shares     Fair Value  
Balance, January 1, 2017     92,767     $ 18.12  
Granted during 2017            
Vested during 2017            
Forfeited during 2017            
Balance, September 30, 2017     92,767     $ 18.12  

 

Changes in service based restricted stock awards/units for the nine months ended September 30, 2017 were as follows:

 

          Weighted  
          Average  
    Number of     Grant Date  
    Shares     Fair Value  
Balance, January 1, 2017     368,130     $ 19.26  
Granted during 2017     136,708       30.13  
Vested during 2017     (148,619 )     18.52  
Forfeited during 2017     (5,938 )     25.30  
Balance, September 30, 2017     350,281     $ 23.71  

 

As of September 30, 2017, there was $1.2 million of total unrecognized compensation cost related to service based awards. That cost is expected to be recognized over a weighted average period of 0.59 years. As of September 30, 2017, there was $4.5 million of total unrecognized compensation cost related to service based units. That cost is expected to be recognized over a weighted average period of 1.27 years. Stock compensation expense recorded for the third quarters of 2017 and 2016 totaled $864 thousand and $725 thousand, respectively. For the nine months ended September 30, 2017 and 2016, the Company recorded total compensation cost of $2.5 million and $2.2 million, respectively.

 

Employee Stock Purchase Plan: On April 22, 2014, the shareholders of the Company approved the 2014 Employee Stock Purchase Plan (“ESPP”). The ESPP provides for the granting of purchase rights of up to 150,000 shares of Corporation common stock. Subject to certain eligibility requirements and restrictions, the ESPP allows employees to purchase shares during four three-month offering periods (“Offering Periods”). Each participant in the Offering Period is granted an option to purchase a number of shares and may contribute between 1% and 15% of their compensation. At the end of each Offering Period on the purchase date, the number of shares to be purchased by the employee is determined by dividing the employee’s contributions accumulated during the Offering Period by the applicable purchase price. The purchase price is an amount equal to 85% of the closing market price of a share of Company common stock on the purchase date. Participation in the ESPP is entirely voluntary and employees can cancel their purchases at any time during the Offering period without penalty. The fair value of each share purchase right is determined using the Black-Scholes option pricing model.

The Company recorded $33 thousand and $19 thousand of expense in salaries and employee benefits expense for the three months ended September 30, 2017 and 2016, respectively, related to the ESPP. Total shares issued under the ESPP during the third quarter of 2017 and 2016 were 6,987 and 7,155, respectively.

The Company recorded $105 thousand and $83 thousand of expense in salaries and employee benefits expense for the nine months ended September 30, 2017 and 2016, respectively, related to the ESPP. Total shares issued under the ESPP for the nine months ended September 30, 2017 and 2016 were 19,820 and 26,913, respectively.

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Index  

Earnings per share – Basic and Diluted: The following is a reconciliation of the calculation of basic and diluted earnings per share. Basic net income per share is calculated by dividing net income available to shareholders by the weighted average shares outstanding during the reporting period. Diluted net income per share is computed similarly to that of basic net income per share, except that the denominator is increased to include the number of additional shares that would have been outstanding utilizing the Treasury stock method if all shares underlying potentially dilutive stock options were issued and all restricted stock, stock warrants or restricted stock units were to vest during the reporting period.

 

    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
(Dollars in thousands, except per share data)   2017     2016     2017     2016  
                         
Net income to shareholders   $ 10,206     $ 7,116     $ 26,128     $ 19,169  
                                 
Basic weighted-average shares outstanding     17,800,153       16,467,654       17,478,293       16,167,153  
Plus: common stock equivalents     323,115       205,942       275,438       180,102  
Diluted weighted-average shares outstanding     18,123,268       16,673,596       17,753,731       16,347,255  
Net income per share                                
Basic   $ 0.57     $ 0.43     $ 1.49     $ 1.19  
Diluted     0.56       0.43       1.47       1.17  

 

For the three and nine months ended September 30, 2017 all stock options and warrants were included in the computation of diluted earnings per share because they were all dilutive. Stock options and warrants totaling 218,079 shares were not included in the computation of diluted earnings per share in the third quarter of 2016 because they were considered antidilutive. Stock options and warrants totaling 223,832 shares were not included in the computation of diluted earnings per share in the nine months ended September 30, 2016 because they were considered antidilutive. Antidilutive shares are common stock equivalents with weighted average exercise prices in excess of the weighted average market value for the period presented.

 

Income Taxes: The Company files a consolidated Federal income tax return. Separate state income tax returns are filed for each subsidiary based on current laws and regulations.

 

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in its financial statements or tax returns. The measurement of deferred tax assets and liabilities is based on the enacted tax rates. Such tax assets and liabilities are adjusted for the effect of a change in tax rates in the period of enactment.

 

The Company recognizes a tax position as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50 percent likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.

 

The Company is no longer subject to examination by the U.S. Federal tax authorities for years prior to 2013 or by New Jersey tax authorities for years prior to 2012.

 

The Company recognizes interest and/or penalties related to income tax matters in income tax expense.

 

The Company’s effective rate was positively affected by the adoption of ASU 2016-09 which simplified certain aspects of accounting for share-based compensation.

 

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Index  

Loss Contingencies: Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonable estimated. Management does not believe there are any such matters that will have a material effect on the financial statements.

Restrictions on Cash: Cash on hand or on deposit with the FRB was required to meet regulatory reserve and clearing requirements.

Comprehensive Income: Comprehensive income consists of net income and the change during the period in the Company’s net unrealized gains or losses on securities available for sale and unrealized gains and losses on cash flow hedge, net of tax, less adjustments for realized gains and losses.

Transfers of Financial Assets:   Transfers of financial assets are accounted for as sales, when control over the assets has been relinquished.  Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Company, the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

Goodwill and Other Intangible Assets:   Goodwill is generally determined as the excess of the fair value of the consideration transferred, plus the fair value of any noncontrolling interests in the acquired company (if any), over the fair value of the net assets acquired and liabilities assumed as of the acquisition date.  Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but tested for impairment at least annually or more frequently if events and circumstances exist that indicate that a goodwill impairment test should be performed. The Company has selected December 31 as the date to perform the annual impairment test.  Intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values. Goodwill and assembly workforce are the intangible assets with an indefinite life on our balance sheet.

Other intangible assets which primarily consist of customer relationship intangible assets arising from acquisition, are amortized on an accelerated method over their estimated useful lives, which range up to 15 years.

2. INVESTMENT SECURITIES AVAILABLE FOR SALE

 

A summary of amortized cost and approximate fair value of investment securities available for sale included in the consolidated statements of condition as of September 30, 2017 and December 31, 2016 follows:

 

    September 30, 2017  
          Gross     Gross        
    Amortized     Unrealized     Unrealized     Fair  
(In thousands)   Cost     Gains     Losses     Value  
U.S. government-sponsored agencies   $ 36,988     $     $ (513 )   $ 36,475  
Mortgage-backed securities – residential     237,547       960       (1,126 )     237,381  
SBA pool securities     6,002             (66 )     5,936  
State and political subdivisions     24,400       156       (46 )     24,510  
Corporate bond     3,000       94             3,094  
Single-issuer trust preferred security     2,999             (142 )     2,857  
CRA investment fund     5,000             (141 )     4,859  
   Total   $ 315,936     $ 1,210     $ (2,034 )   $ 315,112  

 

    December 31, 2016  
          Gross     Gross        
    Amortized     Unrealized     Unrealized     Fair  
(In thousands)   Cost     Gains     Losses     Value  
U.S. government-sponsored agencies   $ 21,991     $     $ (474 )   $ 21,517  
Mortgage-backed securities – residential     238,271       860       (1,514 )     237,617  
SBA pool securities     6,778             (65 )     6,713  
State and political subdivisions     29,107       160       (274 )     28,993  
Corporate bond     3,000       113             3,113  
Single-issuer trust preferred security     2,999             (389 )     2,610  
CRA investment fund     5,000             (175 )     4,825  
   Total   $ 307,146     $ 1,133     $ (2,891 )   $ 305,388  

 

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The following tables present the Corporation’s available for sale securities with continuous unrealized losses and the approximate fair value of these investments as of September 30, 2017 and December 31, 2016.

 

    September 30, 2017  
    Duration of Unrealized Loss  
    Less Than 12 Months     12 Months or Longer     Total  
    Approximate           Approximate           Approximate        
    Fair     Unrealized     Fair     Unrealized     Fair     Unrealized  
(In thousands)   Value     Losses     Value     Losses     Value     Losses  
                                     
U.S. government-                                                
  sponsored agencies   $ 31,662     $ (330 )   $ 4,813     $ (183 )   $ 36,475     $ (513 )
Mortgage-backed                                                
  securities-residential     97,456       (611 )     30,603       (515 )     128,059       (1,126 )
SBA pool securities                 5,936       (66 )     5,936       (66 )
State and political                                                
  subdivisions     7,631       (40 )     993       (6 )     8,624       (46 )
Single-issuer trust                                                
  preferred security                 2,858       (142 )     2,858       (142 )
CRA investment fund                 4,859       (141 )     4,859       (141 )
    Total   $ 136,749     $ (981 )   $ 50,062     $ (1,053 )   $ 186,811     $ (2,034 )

 

    December 31, 2016  
    Duration of Unrealized Loss  
    Less Than 12 Months     12 Months or Longer     Total  
    Approximate           Approximate           Approximate        
    Fair     Unrealized     Fair     Unrealized     Fair     Unrealized  
(In thousands)   Value     Losses     Value     Losses     Value     Losses  
U.S. government-                                                
  sponsored agencies   $ 21,517     $ (474 )   $     $     $ 21,517     $ (474 )
Mortgage-backed                                                
  securities-residential     151,114       (1,472 )     5,147       (42 )     156,261       (1,514 )
SBA pool securities                 6,713       (65 )     6,713       (65 )
State and political                                                
   subdivisions     9,412       (274 )                 9,412       (274 )
Single-issuer trust                                                
  preferred security                 2,610       (389 )     2,610       (389 )
CRA investment fund     1,930       (70 )     2,894       (105 )     4,824       (175 )
    Total   $ 183,973     $ (2,290 )   $ 17,364     $ (601 )   $ 201,337     $ (2,891 )

 

Management believes that the unrealized losses on investment securities available for sale are temporary and are due to interest rate fluctuations and/or volatile market conditions rather than the creditworthiness of the issuers. As of September 30, 2017, the Company does not intend to sell these securities nor is it likely that it will be required to sell the securities before their anticipated recovery; therefore, none of the securities in an unrealized loss position were determined to be other-than-temporarily impaired.

At September 30, 2017, the unrealized loss on the single-issuer trust preferred security of $142 thousand was related to a debt security issued by a large bank holding company. The security was downgraded to below investment grade by Moody’s and is currently rated Ba1. Management monitors the performance of the issuer on a quarterly basis to determine if there are any credit events that could result in deferral or default of the security. Management believes the depressed valuation is a result of the nature of the security, a trust preferred bond, and the bond’s very low yield. As Management does not intend to sell this security nor is it likely that it will be required to sell the security before its anticipated recovery, the security is not considered other-than-temporarily impaired at September 30, 2017.

 

18  

Index  

3. LOANS

 

Loans outstanding, excluding those held for sale, by general ledger classification, as of September 30, 2017 and December 31, 2016, consisted of the following:

 

          % of           % of  
    September 30,     Totals     December 31,     Total  
(In thousands)   2017     Loans     2016     Loans  
Residential mortgage   $ 602,775       16.44 %   $ 527,370       15.92 %
Multifamily mortgage     1,441,852       39.32       1,459,594       44.07  
Commercial mortgage     625,466       17.05       551,233       16.65  
Commercial loans     845,831       23.06       636,714       19.23  
Construction loans                 1,405       0.04  
Home equity lines of credit     68,787       1.88       65,682       1.98  
Consumer loans, including fixed                                
   rate home equity loans     81,671       2.23       69,654       2.10  
Other loans     815       0.02       492       0.01  
   Total loans   $ 3,667,197       100.00 %   $ 3,312,144       100.00 %

 

In determining an appropriate amount for the allowance, the Bank segments and evaluates the loan portfolio based on federal call report codes. The following portfolio classes have been identified as of September 30, 2017 and December 31, 2016:

 

          % of           % of  
    September 30,     Totals     December 31,     Total  
(In thousands)   2017     Loans     2016     Loans  
Primary residential mortgage   $ 631,632       17.23 %   $ 557,970       16.86 %
Home equity lines of credit     68,787       1.88       65,683       1.98  
Junior lien loan on residence     7,082       0.19       9,206       0.28  
Multifamily property     1,441,852       39.34       1,459,594       44.09  
Owner-occupied commercial real estate     253,605       6.92       176,123       5.32  
Investment commercial real estate     876,282       23.91       752,258       22.73  
Commercial and industrial     257,124       7.01       213,983       6.47  
Lease Financing     36,184       0.99              
Farmland/agricultural production     162       0.01       169       0.01  
Commercial construction loans     93       0.01       1,497       0.04  
Consumer and other loans     92,055       2.51       73,621       2.22  
   Total loans   $ 3,664,858       100.00 %   $ 3,310,104       100.00 %
Net deferred costs     2,339               2,040          
   Total loans including net deferred costs   $ 3,667,197             $ 3,312,144          

 

19  

Index  

 

The following tables present the loan balances by portfolio class, based on impairment method, and the corresponding balances in the allowance for loan and lease losses (ALLL) as of September 30, 2017 and December 31, 2016:

 

    September 30, 2017  
    Total     Ending ALLL     Total     Ending ALLL              
    Loans     Attributable     Loans     Attributable              
    Individually     To Loans     Collectively     To Loans              
    Evaluated     Individually     Evaluated     Collectively           Total  
    For     Evaluated for     For     Evaluated for     Total     Ending  
(In thousands)   Impairment     Impairment     Impairment     Impairment     Loans     ALL  
Primary residential                                                
   mortgage   $ 12,161     $ 572     $ 619,471     $ 3,772     $ 631,632     $ 4,344  
Home equity lines                                                
   of credit     27             68,760       229       68,787       229  
Junior lien loan                                                
   on residence     98             6,984       13       7,082       13  
Multifamily                                                
   property                 1,441,852       11,246       1,441,852       11,246  
Owner-occupied                                                
  commercial                                                
   real estate     1,576             252,029       2,270       253,605       2,270  
Investment                                                
   commercial                                                
   real estate     11,130       205       865,152       11,752       876,282       11,957  
Commercial and                                                
   industrial     54       54       257,070       5,181       257,124       5,235  
Lease financing                 36,184       275       36,184       275  
Secured by                                                
   farmland and                                                
   agricultural                                                
   production                 162       2       162       2  
Commercial                                                
   construction                 93       1       93       1  
Consumer and                                                
   other                 92,055       343       92,055       343  
Total ALLL   $ 25,046     $ 831     $ 3,639,812     $ 35,084     $ 3,664,858     $ 35,915  

 

    December 31, 2016  
    Total     Ending ALLL     Total     Ending ALLL              
    Loans     Attributable     Loans     Attributable              
    Individually     To Loans     Collectively     To Loans              
    Evaluated     Individually     Evaluated     Collectively           Total  
    For     Evaluated for     For     Evaluated for     Total     Ending  
(In thousands)   Impairment     Impairment     Impairment     Impairment     Loans     ALLL  
Primary residential                                                
  mortgage   $ 15,814     $ 456     $ 542,156     $ 3,210     $ 557,970     $ 3,666  
Home equity lines                                                
   of credit     53             65,630       233       65,683       233  
Junior lien loan                                                
   on residence     229             8,977       16       9,206       16  
Multifamily                                                
   Property                 1,459,594       11,192       1,459,594       11,192  
Owner-occupied                                                
   Commercial                                                
   real estate     1,486             174,637       1,774       176,123       1,774  
Investment                                                
   commercial                                                
   real estate     11,335       214       740,923       10,695       752,258       10,909  
Commercial and                                                
   Industrial     154       154       213,829       4,010       213,983       4,164  
Secured by                                                
   farmland and                                                
   agricultural production                                                
   production                 169       2       169       2  
Commercial                                                
   construction                 1,497       9       1,497       9  
Consumer and                                                
   Other                 73,621       243       73,621       243  
Total ALLL   $ 29,071     $ 824     $ 3,281,033     $ 31,384     $ 3,310,104     $ 32,208  

 

20  

Index  

Impaired loans include nonaccrual loans of $15.4 million at September 30, 2017 and $11.3 million at December 31, 2016. Impaired loans also include performing TDR loans of $9.7 million at September 30, 2017 and $17.8 million at December 31, 2016. At September 30, 2017, the allowance allocated to TDR loans totaled $439 thousand, of which $184 thousand was allocated to nonaccrual loans. At December 31, 2016, the allowance allocated to TDR loans totaled $550 thousand of which $314 thousand was allocated to nonaccrual loans. All accruing TDR loans were paying in accordance with restructured terms as of September 30, 2017. The Company has not committed to lend additional amounts as of September 30, 2017 to customers with outstanding loans that are classified as TDR loans.

The following tables present loans individually evaluated for impairment by class of loans as of September 30, 2017 and December 31, 2016 (The average impaired loans on the following tables represent year to date impaired loans.):

 

    September 30, 2017  
    Unpaid                 Average  
    Principal     Recorded     Specific     Impaired  
(In thousands)   Balance     Investment     Reserves     Loans  
With no related allowance recorded:                                
   Primary residential mortgage   $ 9,998     $ 8,820     $     $ 11,329  
   Owner-occupied commercial real estate     1,756       1,576             1,467  
   Investment commercial real estate     9,601       9,537             10,035  
   Home equity lines of credit     29       27             42  
   Junior lien loan on residence     156       98             96  
     Total loans with no related allowance   $ 21,541     $ 20,058     $     $ 22,969  
With related allowance recorded:                                
   Primary residential mortgage   $ 4,159     $ 3,341     $ 572     $ 1,296  
   Investment commercial real estate     1,609       1,593       205       1,202  
   Commercial and industrial     110       54       54       79  
     Total loans with related allowance   $ 5,878     $ 4,988     $ 831     $ 2,577  
Total loans individually evaluated for                                
   Impairment   $ 27,419     $ 25,046     $ 831     $ 25,546  

 

    December 31, 2016  
    Unpaid                 Average  
    Principal     Recorded     Specific     Impaired  
(In thousands)   Balance     Investment     Reserves     Loans  
With no related allowance recorded:                                
   Primary residential mortgage   $ 16,015     $ 14,090     $     $ 10,038  
   Owner-occupied commercial real estate     1,597       1,486             1,450  
   Investment commercial real estate     9,711       9,711             9,974  
   Home equity lines of credit     56       53             143  
   Junior lien loan on residence     280       229             339  
     Total loans with no related allowance   $ 27,659     $ 25,569     $     $ 21,944  
With related allowance recorded:                                
   Primary residential mortgage   $ 1,787     $ 1,724     $ 456     $ 1,678  
   Investment commercial real estate     1,640       1,624       214       1,642  
   Commercial and industrial     204       154       154       145  
     Total loans with related allowance   $ 3,631     $ 3,502     $ 824     $ 3,465  
Total loans individually evaluated for                                
   impairment   $ 31,290     $ 29,071     $ 824     $ 25,409  

 

Interest income recognized on impaired loans for the quarters ended September 30, 2017 and 2016 was not material. The Company did not recognize any income on nonaccruing impaired loans for the three and nine months ended September 30, 2017 and 2016.

21  

Index  

The following tables present the recorded investment in nonaccrual and loans past due over 90 days still on accrual by class of loans as of September 30, 2017 and December 31, 2016:

    September 30, 2017  
          Loans Past Due  
          Over 90 Days  
          And Still  
(In thousands)   Nonaccrual     Accruing Interest  
Primary residential mortgage   $ 8,318     $  
Home equity lines of credit     6        
Junior lien loan on residence     98        
Owner-occupied commercial real estate     1,576        
Investment commercial real estate     5,315        
Commercial and industrial     54        
Total   $ 15,367     $  

 

    December 31, 2016  
          Loans Past Due  
          Over 90 Days  
          And Still  
(In thousands)   Nonaccrual     Accruing Interest  
Primary residential mortgage   $ 9,071     $  
Home equity lines of credit     30        
Junior lien loan on residence     115        
Owner-occupied commercial real estate     1,486        
Investment commercial real estate     408        
Commercial and industrial     154        
Total   $ 11,264     $  

 

22  

Index  

 

The following tables present the aging of the recorded investment in past due loans as of September 30, 2017 and December 31, 2016 by class of loans, excluding nonaccrual loans:

    September 30, 2017  
    30-59     60-89     Greater Than        
    Days     Days     90 Days     Total  
(In thousands)   Past Due     Past Due     Past Due     Past Due  
Primary residential mortgage   $ 589     $     $     $ 589  
   Total   $ 589     $     $     $ 589  

 

       
    December 31, 2016  
    30-59     60-89     Greater Than        
    Days     Days     90 Days     Total  
(In thousands)   Past Due     Past Due     Past Due     Past Due  
Primary residential mortgage   $ 620     $ 480     $     $ 1,100  
Junior lien loan on residence           25             25  
Owner-occupied commercial real estate     209                   209  
Commercial and industrial     22                   22  
   Total   $ 851     $ 505     $     $ 1,356  
                                 

 

Credit Quality Indicators:

The Company places all commercial loans into various credit risk rating categories based on an assessment of the expected ability of the borrowers to properly service their debt. The assessment considers numerous factors including, but not limited to, debt service capacity, current financial information on the borrower, historical payment experience, strength of any guarantor, nature of and value of any collateral, acceptability of the loan structure and documentation, relevant public information and current economic trends. This credit risk rating analysis is performed when the loan is initially underwritten and then annually based on set criteria in the loan policy.

 

In addition, the Bank has engaged an independent loan review firm to validate risk ratings and to ensure compliance with our policies and procedures. This review of the following types of loans is performed quarterly:

· All new relationships or new lending to existing relationships greater than $1,000,000;
· All criticized and classified rated borrowers with relationship exposure of more than $500,000;
· A large sample of borrowers with total relationship commitments in excess of $1,000,000;
· A random sample of borrowers with relationships less than $1,000,000;
· Any other credits requested by Bank senior management or a member of the Board of Directors and any borrower for which the reviewer determines a review is warranted based upon knowledge of the portfolio, local events, industry stresses etc.

 

The Company uses the following regulatory definitions for criticized and classified risk ratings:

 

Special Mention: These loans have a potential weakness that deserves Management’s close attention. If left uncorrected, the potential weaknesses may result in deterioration of the repayment prospects for the loans or of the institution’s credit position at some future date.

Substandard: These loans are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

23  

Index  

Doubtful: These loans have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full highly questionable and improbable, based on currently existing facts, conditions and values.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass-rated loans.

Loans that are considered to be impaired are individually evaluated for potential loss and allowance adequacy. Loans not deemed impaired are collectively evaluated for potential loss and allowance adequacy.

As of September 30, 2017, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows:

          Special              
(In thousands)   Pass     Mention     Substandard     Doubtful  
Primary residential mortgage   $ 618,544     $ 795     $ 12,293     $  
Home equity lines of credit     68,760             27        
Junior lien loan on residence     6,984             98        
Multifamily property     1,424,637       15,381       1,834        
Owner-occupied commercial real estate     248,504             5,101        
Investment commercial real estate     847,966       6,233       22,083        
Commercial and industrial     249,323       6,991       810        
Lease financing     36,184                    
Farmland     162                    
Commercial construction           93              
Consumer and other loans     90,131             1,924        
   Total   $ 3,591,195     $ 29,493     $ 44,170     $  

 

As of December 31, 2016, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows:

          Special              
(In thousands)   Pass     Mention     Substandard     Doubtful  
Primary residential mortgage   $ 541,359     $ 660     $ 15,951     $  
Home equity lines of credit     65,630             53        
Junior lien loan on residence     8,977             229        
Multifamily property     1,456,328       2,867       399        
Owner-occupied commercial real estate     170,851             5,272        
Investment commercial real estate     724,203       5,116       22,939        
Commercial and industrial     208,617       4,411       955        
Secured by farmland and agricultural     169                    
Commercial construction     1,400       97              
Consumer and other loans     73,621                    
   Total   $ 3,251,155     $ 13,151     $ 45,798     $  

 

At September 30, 2017, $23.9 million of substandard loans were also considered impaired compared to December 31, 2016, when $27.9 million of substandard loans were also impaired.

24  

Index  

The activity in the allowance for loan and lease losses for the three months ended September 30, 2017 is summarized below:

    July 1,                       September 30,  
    2017                       2017  
    Beginning                 Provision     Ending  
(In thousands)   ALLL     Charge-offs     Recoveries     (Credit)     ALLL  
Primary residential mortgage   $ 4,223     $ (261 )   $ 59     $ 323     $ 4,344  
Home equity lines of credit     211             2       16       229  
Junior lien loan on residence     14             6       (7 )     13  
Multifamily property     11,606                   (360 )     11,246  
Owner-occupied commercial real estate     2,147       (30 )           153       2,270  
Investment commercial real estate     11,727             1       229       11,957  
Commercial and industrial     5,333             9       (107 )     5,235  
Lease financing     178                   97       275  
Secured by farmland and agricultural     2                         2  
Commercial construction     1                         1  
Consumer and other loans     309       (24 )     2       56       343  
Total ALLL   $ 35,751     $ (315 )   $ 79     $ 400     $ 35,915  

 

The activity in the allowance for loan and lease losses for the nine months ended September 30, 2017 is summarized below:

    January 1,                       September 30,  
    2017                       2017  
    Beginning                 Provision     Ending  
(In thousands)   ALLL     Charge-offs     Recoveries     (Credit)     ALLL  
Primary residential mortgage   $ 3,666     $ (591 )   $ 128     $ 1,141     $ 4,344  
Home equity lines of credit     233       (23 )     61       (42 )     229  
Junior lien loan on residence     16       (57 )     19       35       13  
Multifamily property     11,192                   54       11,246  
Owner-occupied commercial real estate     1,774       (30 )           526       2,270  
Investment commercial real estate     10,909             23       1,025       11,957  
Commercial and industrial     4,164       (25 )     61       1,035       5,235  
Lease financing                       275       275  
Secured by farmland and agricultural     2                         2  
Commercial construction     9                   (8 )     1  
Consumer and other loans     243       (62 )     3       159       343  
Total ALLL   $ 32,208     $ (788 )   $ 295     $ 4,200     $ 35,915  

 

The activity in the allowance for loan and lease losses for the three months ended September 30, 2016 is summarized below:

    July 1,                       September 30,  
    2016                       2016  
    Beginning                 Provision     Ending  
(In thousands)   ALLL     Charge-offs     Recoveries     (Credit)     ALLL  
Primary residential mortgage   $ 2,783     $ (729 )   $ 4     $ 972     $ 3,030  
Home equity lines of credit     223             3       (2 )     224  
Junior lien loan on residence     19             2       (3 )     18  
Multifamily property     11,639                   204       11,843  
Owner-occupied commercial real estate     1,733                   90       1,823  
Investment commercial real estate     9,621             2       231       9,854  
Commercial and industrial     2,951       (4 )     8       613       3,568  
Secured by farmland and agricultural production     2                         2  
Commercial construction     1                   3       4  
Consumer and other loans     247             11       (8 )     250  
Total ALLL   $ 29,219     $ (733 )   $ 30     $ 2,100     $ 30,616  

 

25  

Index  

The activity in the allowance for loan and lease losses for the nine months ended September 30, 2016 is summarized below:

    January 1,                       September 30,  
    2016                       2016  
    Beginning                 Provision     Ending  
(In thousands)   ALLL     Charge-offs     Recoveries     (Credit)     ALLL  
Primary residential mortgage   $ 2,297     $ (1,027 )   $ 25     $ 1,735     $ 3,030  
Home equity lines of credit     86       (91 )     11       218       224  
Junior lien loan on residence     66             72       (120 )     18  
Multifamily property     11,813                   30       11,843  
Owner-occupied commercial real estate     1,679                   144       1,823  
Investment commercial real estate     7,590       (258 )     8       2,514       9,854  
Commercial and industrial     2,209       (7 )     20       1,346       3,568  
Secured by farmland and agricultural production     2                         2  
Commercial construction     2                   2       4  
Consumer and other loans     112       (5 )     12       131       250  
Total ALLL   $ 25,856     $ (1,388 )   $ 148     $ 6,000     $ 30,616  

 

Troubled Debt Restructurings:

The Company has allocated $439 thousand and $550 thousand of specific reserves on TDRs to customers whose loan terms have been modified in TDRs as of September 30, 2017 and December 31, 2016, respectively. There were no unfunded commitments to lend additional amounts to customers with outstanding loans that are classified as TDRs.

The terms of certain loans were modified as TDRs when one or a combination of the following occurred: a reduction of the stated interest rate of the loan; a deferral of scheduled payments with an extension of the maturity date; or some other modification or extension which would not be readily available in the market.

No loans were modified as TDRs during the three-month period ended September 30, 2017.

The following table presents loans by class modified as TDRs during the nine-month period ended September 30, 2017:

 

          Pre-Modification     Post-Modification  
          Outstanding     Outstanding  
    Number of     Recorded     Recorded  
(Dollars in thousands)   Contracts     Investment     Investment  
Primary residential mortgage     5     $ 1,148     $ 1,148  
   Total     5     $ 1,148     $ 1,148  

 

The identification of the TDRs did not have a significant impact on the allowance for loan and lease losses.

 

The following table presents loans by class modified as TDRs during the three-month period ended September 30, 2016:

 

          Pre-Modification     Post-Modification  
          Outstanding     Outstanding  
    Number of     Recorded     Recorded  
(Dollars in thousands)   Contracts     Investment     Investment  
Primary residential mortgage     1     $ 368     $ 368  
   Total     1     $ 368     $ 368  

 

The following table presents loans by class modified as TDRs during the nine-month period ended September 30, 2016:

 

26  

Index  

          Pre-Modification     Post-Modification  
          Outstanding     Outstanding  
    Number of     Recorded     Recorded  
(Dollars in thousands)   Contracts     Investment     Investment  
Primary residential mortgage     7     $ 4,924     $ 4,924  
Junior lien on residence     1       66       66  
Investment commercial real estate     1       79       79  
   Total     9     $ 5,069     $ 5,069  

 

There were no loans that were modified as TDRs for which there was a payment default, within twelve months of modification, during the three and nine months ended September 30, 2017 and 2016.

 

In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification. This evaluation is performed under the Company’s internal underwriting policy. The modification of the terms of such loans may include one or more of the following: (1) a reduction of the stated interest rate of the loan to a rate that is lower than the current market rate for new debt with similar risk; (2) an extension of an interest only period for a predetermined period of time; (3) an extension of the maturity date; or (4) an extension of the amortization period over which future payments will be computed. At the time a loan is restructured, the Bank performs a full re-underwriting analysis, which includes, at a minimum, obtaining current financial statements and tax returns, copies of all leases, and an updated independent appraisal of the property. A loan will continue to accrue interest if it can be reasonably determined that the borrower should be able to perform under the modified terms, that the loan has not been chronically delinquent (both to debt service and real estate taxes) or in nonaccrual status since its inception, and that there have been no charge-offs on the loan. Restructured loans with previous charge-offs would not accrue interest at the time of the TDR. At a minimum, six months of contractual payments would need to be made on a restructured loan before returning it to accrual status. Once a loan is classified as a TDR, the loan is reported as a TDR until the loan is paid in full, sold or charged-off. In rare circumstances, a loan may be removed from TDR status if it meets the requirements of ASC 310-40-50-2.

 

4. DEPOSITS

Certificates of deposit, excluding brokered certificates of deposit over $250,000, totaled $158.9 million and $118.7 million at September 30, 2017 and December 31, 2016, respectively.

27  

Index  

The following table sets forth the details of total deposits as of September 30, 2017 and December 31, 2016:

 

    September 30,     December 31,  
    2017     2016  
(In thousands)   $     %     $     %  
Noninterest-bearing demand deposits   $ 557,117       15.21 %   $ 489,485       14.35 %
Interest-bearing checking (1)     1,144,714       31.25       1,023,081       29.99  
Savings     121,830       3.33       120,056       3.52  
Money market     1,046,997       28.59       1,048,494       30.73  
Certificates of deposit     528,251       14.42       457,000       13.39  
  Subtotal deposits     3,398,909       92.80       3,138,116       91.98  
Interest-bearing demand - Brokered     180,000       4.91       180,000       5.27  
Certificates of deposit - Brokered     83,788       2.29       93,721       2.75  
  Total deposits   $ 3,662,697       100.00 %   $ 3,411,837       100.00 %

 

(1) Interest-bearing checking includes $373.7 million at September 30, 2017 and $393.0 million at December 31, 2016 of reciprocal balances in the Reich & Tang or Promontory Demand Deposit Marketplace program.

 

The scheduled maturities of certificates of deposit, including brokered certificates of deposit, as of September 30,2017 are as follows:

(In thousands)      
2017   $ 56,898  
2018     316,436  
2019     102,167  
2020     39,510  
2021     13,858  
Over 5 Years     83,710  
  Total   $ 612,039  

 

5. FEDERAL HOME LOAN BANK ADVANCES AND OTHER BORROWINGS

Advances from the FHLB totaled $49.9 million with a weighted average interest rate of 2.14 percent and $61.8 million with a weighted average interest rate of 2.02 percent at September 30, 2017 and December 31, 2016, respectively.

At September 30, 2017, advances totaling $37.9 million with a weighted average interest rate of 1.87 percent had fixed maturity dates. The fixed maturity date advances at December 31, 2016 totaled $49.8 million with a weighted average interest rate of 1.78 percent. The fixed rate advances are secured by blanket pledges of certain 1-4 family residential mortgages totaling $509.0 million and multifamily mortgages totaling $939.8 million at September 30, 2017, while at December 31, 2016 the fixed rate advances are secured by blanket pledges of certain 1-4 family residential mortgages totaling $468.3 million and multifamily mortgages totaling $1.2 billion.

At both September 30, 2017 and at December 31, 2016, the Company had $12.0 million in variable rate advances, with a weighted average interest rate of 3.01 percent, that are noncallable for two or three years and then callable quarterly with final maturities of ten years from the original date of the advance. All of these advances are beyond their initial noncallable periods. These advances are secured by pledges of investment securities totaling $12.9 million at September 30, 2017.

28  

Index  

 

The final maturity dates of the FHLB advances are scheduled as follows:

(In thousands)      
2017   $ 12,000  
2018     34,898  
2019     3,000  
2020      
2021      
Over 5 years      
   Total   $ 49,898  

 

There were no overnight borrowings as of September 30, 2017 or December 31, 2016. At September 30, 2017, unused short-term overnight borrowing commitments totaled $1.2 billion from FHLB, $22.0 million from correspondent banks and $728.2 million at the FRB.

6. BUSINESS SEGMENTS

The Corporation assesses its results among two operating segments, Banking and Peapack-Gladstone Bank’s Private Wealth Management Division. Management uses certain methodologies to allocate income and expense to the business segments. A funds transfer pricing methodology is used to assign interest income and interest expense. Certain indirect expenses are allocated to segments. These include support unit expenses such as technology and operations and other support functions. Taxes are allocated to each segment based on the effective rate for the period shown.

Banking

The Banking segment includes commercial, commercial real estate, multifamily, residential and consumer lending activities; deposit generation; operation of ATMs; telephone and internet banking services; merchant credit card services and customer support and sales.

Private Wealth Management Division

Peapack-Gladstone Bank’s Private Wealth Management Division includes asset management services provided for individuals and institutions; personal trust services, including services as executor, trustee, administrator, custodian and guardian; and other financial planning and advisory services.

29  

Index  

 

The following tables present the statements of income and total assets for the Corporation’s reportable segments for the three and nine months ended September 30, 2017 and 2016.

    Three Months Ended September 30, 2017  
          Wealth        
          Management        
(In thousands)   Banking     Division     Total  
Net interest income   $ 28,687     $ 1,305     $ 29,992  
Noninterest income     2,928       5,903       8,831  
   Total income     31,615       7,208       38,823  
                         
Provision for loan and lease losses     400             400  
Compensation and benefits     10,992       3,004       13,996  
Premises and equipment expense     2,619       326       2,945  
Other noninterest expense     3,167       1,853       5,020  
Total noninterest expense     17,178       5,183       22,361  
Income before income tax expense     14,437       2,025       16,462  
Income tax expense     5,474       782       6,256  
Net income   $ 8,963     $ 1,243     $ 10,206  

 

       
    Three Months Ended September 30, 2016  
          Wealth        
          Management        
(In thousands)   Banking     Division     Total  
Net interest income   $ 23,194     $ 1,075     $ 24,269  
Noninterest income     2,974       4,561       7,535  
   Total income     26,168       5,636       31,804  
                         
Provision for loan and lease losses     2,100             2,100  
Compensation and benefits     9,138       2,377       11,515  
Premises and equipment expense     2,484       252       2,736  
Other noninterest expense     2,688       1,227       3,915  
Total noninterest expense     16,410       3,856       20,266  
Income before income tax expense     9,758       1,780       11,538  
Income tax expense     3,738       684       4,422  
Net income   $ 6,020     $ 1,096     $ 7,116  

 

    Nine Months Ended September 30, 2017  
          Wealth        
          Management        
(In thousands)   Banking     Division     Total  
Net interest income   $ 78,372     $ 4,183     $ 82,555  
Noninterest income     7,975       16,046       24,021  
   Total income     86,347       20,229       106,576  
                         
Provision for loan and lease losses     4,200             4,200  
Compensation and benefits     30,792       7,868       38,660  
Premises and equipment expense     7,891       903       8,794  
Other noninterest expense     8,559       5,347       13,906  
Total noninterest expense     51,442       14,118       65,560  
Income before income tax expense     34,905       6,111       41,016  
Income tax expense     12,670       2,218       14,888  
Net income   $ 22,235     $ 3,893     $ 26,128  
                         
Total assets for period end   $ 4,148,222     $ 28,110     $ 4,176,332  

 

30  

Index  

       
       
    Nine Months Ended September 30, 2016  
          Wealth        
          Management        
(In thousands)   Banking     Division     Total  
Net interest income   $ 67,962     $ 3,893     $ 71,855  
Noninterest income     7,286       13,960       21,246  
   Total income     75,248       17,853       93,101  
                         
Provision for loan and lease losses     6,000             6,000  
Compensation and benefits     26,744       6,779       33,523  
Premises and equipment expense     7,583       759       8,342  
Other noninterest expense     10,047       4,235       14,282  
Total noninterest expense     50,374       11,773       62,147  
Income before income tax expense     24,874       6,080       30,954  
Income tax expense     9,470       2,315       11,785  
Net income   $ 15,404     $ 3,765     $ 19,169  
                         
Total assets for period end   $ 3,729,004     $ 45,379     $ 3,774,383  

 

7. FAIR VALUE

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:

 

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
   
Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
   
Level 3: Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing as asset or liability.

 

The Company used the following methods and significant assumptions to estimate the fair value:

Investment Securities: The fair values for investment securities are determined by quoted market prices (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3).

Loans Held for Sale, at Fair Value: The fair value of loans held for sale is determined using quoted prices for similar assets, adjusted for specific attributes of that loan or other observable market data, such as outstanding commitments from third party investors (Level 2).

Derivatives : The fair values of derivatives are based on valuation models using observable market data as of the measurement date (Level 2). Our derivatives are traded in an over-the-counter market where quoted market prices are not always available. Therefore, the fair values of derivatives are determined using quantitative models that utilize multiple market inputs. The inputs will vary based on the type of derivative, but could include interest rates, prices and indices to generate continuous yield or pricing curves, prepayment rates, and volatility factors to value the position. The majority of market inputs are actively quoted and can be validated through external sources, including brokers, market transactions and third-party pricing services.

 

31  

Index  

Impaired Loans: The fair value of impaired loans with specific allocations of the allowance for loan and lease losses is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value.

Other Real Estate Owned: Nonrecurring adjustments to certain commercial and residential real estate properties classified as other real estate owned (OREO) are measured at fair value, less costs to sell. Fair values are based on recent real estate appraisals. These appraisals may use a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value.

Appraisals for both collateral-dependent impaired loans and other real estate owned are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by Management. Once received, a third party conducts a review of the appraisal for compliance with the Uniform Standards of Professional Appraisal Practice and appropriate analysis methods for the type of property. Subsequently, a member of the Credit Department reviews the assumptions and approaches utilized in the appraisal, as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics. Appraisals on collateral dependent impaired loans and other real estate owned (consistent for all loan types) are obtained on an annual basis, unless a significant change in the market or other factors warrants a more frequent appraisal. On an annual basis, Management compares the actual selling price of any collateral that has been sold to the most recent appraised value to determine what additional adjustment should be made to the appraisal value to arrive at fair value for other properties. The most recent analysis performed indicated that a discount up to 15 percent should be applied to appraisals on properties. The discount is determined based on the nature of the underlying properties, aging of appraisals and other factors. For each collateral-dependent impaired loan, we consider other factors, such as certain indices or other market information, as well as property specific circumstances to determine if an adjustment to the appraised value is needed. In situations where there is evidence of change in value, the Bank will determine if there is a need for an adjustment to the specific reserve on the collateral dependent impaired loans. When the Bank applies an interim adjustment, it generally shows the adjustment as an incremental specific reserve against the loan until it has received the full updated appraisal. All collateral-dependent impaired loans and other real estate owned valuations were supported by an appraisal less than 12 months old or in the process of obtaining an appraisal as of September 30, 2017.

32  

Index  

 

The following table summarizes, for the periods indicated, assets measured at fair value on a recurring basis, including financial assets for which the Corporation has elected the fair value option:

 

Assets Measured on a Recurring Basis    

 

    Fair Value Measurements Using  
          Quoted              
          Prices in              
          Active              
          Markets     Significant        
          For     Other     Significant  
          Identical     Observable     Unobservable  
    September 30,     Assets     Inputs     Inputs  
(In thousands)   2017     (Level 1)     (Level 2)     (Level 3)  
Assets:                                
   Available for sale:                                
     U.S. government-sponsored                                
       agencies   $ 36,475     $     $ 36,475     $  
     Mortgage-backed securities-                                
       residential     237,381             237,381        
     SBA pool securities     5,936             5,936        
     State and political subdivisions     24,510             24,510        
     Corporate bond     3,094             3,094        
     Single-issuer trust preferred security     2,857             2,857        
     CRA investment fund     4,859       4,859              
   Loans held for sale, at fair value     2,240             2,240        
   Derivatives:                                
      Cash flow hedges     383             383        
      Loan level swaps     4,136             4,136        
          Total   $ 321,871     $ 4,859     $ 317,012     $  
                                 
Liabilities:                                
   Derivatives:                                
      Cash flow hedges   $ (104 )   $     $ (104 )   $  
      Loan level swaps     (4,136 )           (4,136 )      
          Total   $ (4,240 )   $     $ (4,240 )   $  

 

33  

Index  

 

Assets Measured on a Recurring Basis    

 

    Fair Value Measurements Using  
          Quoted              
          Prices in              
          Active              
          Markets     Significant        
          For     Other     Significant  
          Identical     Observable     Unobservable  
    December 31,     Assets     Inputs     Inputs  
(In thousands)   2016     (Level 1)     (Level 2)     (Level 3)  
Assets:                                
   Securities available for sale:                                
     U.S. government-sponsored agencies   $ 21,517     $     $ 21,517     $  
     Mortgage-backed securities-residential     237,617             237,617        
     SBA pool securities     6,713             6,713        
     State and political subdivisions     28,993             28,993        
     Corporate bond     3,113             3,113        
     Single-issuer trust preferred security     2,610             2,610        
     CRA investment fund     4,825       4,825              
   Loans held for sale, at fair value     1,200             1,200        
   Derivatives:                                
      Cash flow hedges     123             123        
      Loan level swaps     1,543             1,543        
          Total   $ 308,254     $ 4,825     $ 303,429     $  
                                 
Liabilities:                                
   Derivatives:                                
      Cash flow hedges   $ (867 )           (867 )      
      Loan level swaps     (1,543 )           (1,543 )      
          Total   $ (2,410 )   $     $ (2,410 )   $  

 

The Company has elected the fair value option for certain loans held for sale. These loans are intended for sale and the Company believes that the fair value is the best indicator of the resolution of these loans. Interest income is recorded based on the contractual terms of the loan and in accordance with the Company’s policy on loans held for investment. None of these loans are 90 days or more past due nor on nonaccrual as of September 30, 2017 and December 31, 2016.

 

The following tables present residential loans held for sale, at fair value for the periods indicated:

 

(In thousands)   September 30, 2017     December 31, 2016  
Residential loans contractual balance   $ 2,214     $ 1,181  
Fair value adjustment     26       19  
   Total fair value of residential loans held for sale   $ 2,240     $ 1,200  

 

There were no transfers between Level 1 and Level 2 during the three or nine months ended September 30, 2017.

34  

Index  

The following table summarizes, for the periods indicated, assets measured at fair value on a non-recurring basis (Quantitative disclosures for non-recurring Level 3 assets have been omitted due to immateriality):

Assets Measured on a Non-Recurring Basis

 

          Fair Value Measurements Using  
          Quoted              
          Prices in              
          Active              
          Markets     Significant        
          For     Other     Significant observable  
          Identical     Observable     Unobservable  
    September 30,     Assets     Inputs     Inputs  
(In thousands)   2017     (Level 1)     (Level 2)     (Level 3)  
Assets:                                
Impaired loans:                                
Primary residential mortgage   $ 1,828     $     $     $ 1,828  
Investment commercial real estate     239                   239  
                                 
    December 31,                          
(In thousands)   2016                          
Assets:                                
Impaired loans:                                
Investment commercial real estate   $ 245     $     $     $ 245  
                                 

 

Impaired loans that are measured for impairment using the fair value of the collateral for collateral dependent loans had a recorded investment of $2.6 million, with a valuation allowance of $523 thousand at September 30, 2017 and $408 thousand, with a valuation allowance of $163 thousand, at December 31, 2016.

The carrying amounts and estimated fair values of financial instruments at September 30, 2017 are as follows:

 

          Fair Value Measurements at September 30, 2017 using  
    Carrying                          
(In thousands)   Amount     Level 1     Level 2     Level 3     Total  
Financial assets                                        
   Cash and cash equivalents   $ 93,340     $ 93,340     $     $     $ 93,340  
   Securities available for sale     315,112       4,859       310,253             315,112  
   FHLB and FRB stock     13,589                         N/A  
   Loans held for sale, at fair value     2,240             2,240             2,240  
   Loans, net of allowance for loan and lease losses     3,631,282                   3,613,704       3,613,704  
   Accrued interest receivable     6,803             1,106       5,697       6,803  
   Cash flow hedges     383             383             383  
   Loan level swaps     4,136             4,136             4,136  
Financial liabilities                                        
   Deposits   $ 3,662,697     $ 3,050,658     $ 611,881     $     $ 3,662,539  
   Federal home loan bank advances     49,898             50,044             50,044  
   Subordinated debt     48,862                   48,862       48,862  
   Accrued interest payable     2,019       151       1,118       750       2,019  
   Cash flow hedge     104             104             104  
   Loan level swap     4,136             4,136             4,136  

 

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The carrying amounts and estimated fair values of financial instruments at December 31, 2016 are as follows:

 

          Fair Value Measurements at December 31, 2016 using  
    Carrying                          
(In thousands)   Amount     Level 1     Level 2     Level 3     Total  
Financial assets                                        
   Cash and cash equivalents   $ 162,691     $ 162,691     $     $     $ 162,691  
   Securities available for sale     305,388       4,825       300,563             305,388  
   FHLB and FRB stock     13,813                         N/A  
   Loans held for sale, at fair value     1,200             1,200             1,200  
   Loans held for sale, at lower of cost                                        
     or fair value     388             428             428  
   Loans, net of allowance for loan and lease losses     3,279,936                   3,256,837       3,256,837  
   Accrued interest receivable     8,153             899       7,254       8,153  
   Cash flow Hedges     123             123             123  
   Loan level swaps     1,543             1,543             1,543  
Financial liabilities                                        
   Deposits   $ 3,411,837     $ 2,861,116     $ 549,332     $     $ 3,410,448  
   Federal home loan bank advances     61,795             62,286             62,286  
   Subordinated debt     48,764                   48,768       48,768  
   Accrued interest payable     1,127       161       966             1,127  
   Cash flow hedges     867             867             867  
   Loan level swaps     1,543             1,543             1,543  

 

The methods and assumptions, not previously presented, used to estimate fair values are described as follows:

 

Cash and cash equivalents: The carrying amounts of cash and short-term instruments approximate fair values and are classified as either Level 1 or Level 2. Cash and due from banks is classified as Level 1. Certificates of deposit are classified as Level 2.

 

FHLB and FRB stock: The fair value of FHLB or FRB stock is their cost basis due to restrictions placed on its transferability.

 

Loans held for sale, at lower of cost or fair value: The fair value of loans held for sale is determined using quoted prices for similar assets, adjusted for specific attributes of that loan or other observable market data, such as outstanding commitments from third party investors. Loans held for sale are classified as Level 2.

Loans: For variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values resulting in a Level 3 classification. Fair values for other loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality resulting in a Level 3 classification. Impaired loans are valued at the lower of cost or fair value as described previously. The methods utilized to estimate the fair value of loans do not necessarily represent an exit price.

 

Deposits: The fair values disclosed for demand deposits (e.g., interest and noninterest checking, savings and money market accounts) are, by definition, equal to the amount payable on demand at the reporting date, (i.e., the carrying amount) resulting in a Level 1 classification. The carrying amounts of certificates of deposit approximate the fair values at the reporting date resulting in Level 2 classification. Fair values for fixed rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits resulting in a Level 2 classification.

 

Overnight borrowings: The carrying amounts of overnight borrowings approximate fair values and are classified as Level 2.

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Federal Home Loan Bank advances: The fair values of the Corporation’s long-term borrowings are estimated using discounted cash flow analyses based on the current borrowing rates for similar types of borrowing arrangements resulting in a Level 2 classification.

 

Subordinated debentures: The fair values of the Corporation’s subordinated debentures are estimated using discounted cash flow analyses based on the current borrowing rates for similar types of borrowing arrangements resulting in a Level 3 classification.

 

Accrued interest receivable/payable: The carrying amounts of accrued interest approximate fair value resulting in a Level 2 or Level 3 classification. Accrued interest on deposits and securities are included in Level 2. Accrued interest on loans is included in Level 3.

Off-balance sheet instruments: Fair values for off-balance sheet, credit-related financial instruments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. The fair value of commitments is not material.

 

8. OTHER OPERATING EXPENSES

 

The following table presents the major components of other operating expenses for the periods indicated:

 

    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
(In thousands)   2017     2016     2017     2016  
Wealth management division                                
   other expense   $ 533     $ 490     $ 1,865     $ 1,593  
Professional and legal fees     1,452       801       3,100       2,544  
Other operating expenses     2,452       1,810       7,070       6,191  
   Total other operating expenses   $ 4,437     $ 3,101     $ 12,035     $ 10,328  

 

9. ACCUMULATED OTHER COMPREHENSIVE (LOSS)/INCOME

The following is a summary of the accumulated other comprehensive (loss)/income balances, net of tax, for the three months ended September 30, 2017 and 2016:

                Amount     Other        
                Reclassified     Comprehensive        
          Other     From     Income        
          Comprehensive     Accumulated     Three Months        
    Balance at     Income     Other     Ended     Balance at  
    July 1,     Before     Comprehensive     September 30,     September 30,  
(In thousands)   2017     Reclassifications     Income     2017     2017  
                               
Net unrealized holding (loss)                                        
   on securities available for sale,                                        
   net of tax   $ (572 )   $ 62     $     $ 62     $ (510 )
                                         
Gains on cash flow hedges     34       131             131       165  
                                         
     Accumulated other                                        
       comprehensive loss,                                        
       net of tax   $ (538 )   $ 193     $     $ 193     $ (345 )

 

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                Amount     Other        
                Reclassified     Comprehensive        
          Other     From     Income/(Loss)        
          Comprehensive     Accumulated     Three Months        
    Balance at     Income/(Loss)     Other     Ended     Balance at  
    July 1,     Before     Comprehensive     September 30,     September 30,  
(In thousands)   2016     Reclassifications     Loss     2016     2016  
                               
Net unrealized holding gain                                        
   on securities available for sale,                                        
   net of tax   $ 1,224     $ (215 )   $     $ (215 )   $ 1,009  
                                         
Losses on cash flow hedges     (3,727 )     941             941       (2,786 )
                                         
     Accumulated other                                        
       comprehensive loss,                                        
       net of tax   $ (2,503 )   $ 726     $     $ 726     $ (1,777 )

 

The following represents the reclassifications out of accumulated other comprehensive income for the three months ended September 30, 2017 and 2016:

    Three Months Ended              
    September 30,              
(In thousands)   2017     2016     Affected Line Item in Income
Unrealized gains on                    
   securities available for sale:                    
Realized net gain on securities sales   $     $     Securities gains, net
Income tax expense               Income tax expense
     Total reclassifications, net of tax   $     $      

 

The following is a summary of the accumulated other comprehensive (loss)/income balances, net of tax, for the nine months ended September 30, 2017 and 2016:

 

                Amount     Other        
                Reclassified     Comprehensive        
          Other     From     Income        
          Comprehensive     Accumulated     Nine Months        
    Balance at     Income     Other     Ended     Balance at  
    January 1,     Before     Comprehensive     September 30,     September 30,  
(In thousands)   2017     Reclassifications     Income     2017     2017  
                               
Net unrealized holding (loss)                                        
   on securities available for sale,                                        
   net of tax   $ (1,091 )   $ 581     $     $ 581     $ (510 )
                                         
Gains on cash flow hedges     (440 )     605             605       165  
                                         
     Accumulated other                                        
       comprehensive loss,                                        
       net of tax   $ (1,531 )   $ 1,186     $     $ 1,186     $ (345 )

 

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                Amount     Other        
                Reclassified     Comprehensive        
          Other     From     Income/(Loss)        
          Comprehensive     Accumulated     Nine Months        
    Balance at     Income/(Loss)     Other     Ended     Balance at  
    January 1,     Before     Comprehensive     September 30,     September 30,  
(In thousands)   2016     Reclassifications     Loss     2016     2016  
                               
Net unrealized holding gain                                        
   on securities available for sale,                                        
   net of tax   $ 408     $ 676     $ (75 )   $ 601     $ 1,009  
                                         
Losses on cash flow hedges     (787 )     (1,999 )           (1,999 )     (2,786 )
                                         
     Accumulated other                                        
       comprehensive loss,                                        
       net of tax   $ (379 )   $ (1,323 )   $ (75 )   $ (1,398 )   $ (1,777 )

 

The following represents the reclassifications out of accumulated other comprehensive income for the nine months ended September 30, 2017 and 2016:

    Nine Months Ended      
    September 30,      
(In thousands)   2017     2016     Affected Line Item in Income
Unrealized gains on                    
   securities available for sale:                    
Realized net gain on securities sales   $     $ 119     Securities gains, net
Income tax expense           (44 )   Income tax expense
     Total reclassifications, net of tax   $     $ 75      

 

10. DERIVATIVES

The Company utilizes interest rate swap agreements as part of its asset liability management strategy to help manage its interest rate risk position. The notional amount of the interest rate swaps does not represent amounts exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the individual interest rate swap agreements.

Interest Rate Swaps Designated as Cash Flow Hedges: Interest rate swaps with a notional amount of $180.0 million as of September 30, 2017 and December 31, 2016 were designated as cash flow hedges of certain interest-bearing demand brokered deposits and were determined to be fully effective during the three and nine months ended September 30, 2017. As such, no amount of ineffectiveness has been included in net income during the three and nine months ended September 30, 2017. Therefore, the aggregate fair value of the swaps is recorded in other assets/liabilities with changes in fair value recorded in other comprehensive income. The amount included in accumulated other comprehensive income would be reclassified to current earnings should the hedges no longer be considered effective. The Company expects the hedges to remain fully effective during the remaining terms of the swaps.

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The following information about the interest rate swaps designated as cash flow hedges as of September 30, 2017 and December 31, 2016 is presented in the following table:

(Dollars in thousands)   September 30, 2017     December 31, 2016  
Notional amount   $ 180,000     $ 180,000  
Weighted average pay rate     1.64 %     1.64 %
Weighted average receive rate     1.30 %     0.58 %
Weighted average maturity     2.50  years     3.25  years
Unrealized gain/(loss), net   $ 279     $ (744 )
                 
Number of contracts     9       9  

 

Net interest expense recorded on these swap transactions totaled $150 thousand and $763 thousand for the three and nine months ended September 30, 2017, respectively, and is reported as a component of interest expense. Net interest expense recorded on these swap transactions totaled $494 thousand and $1.5 million for the three and nine months ended September 30, 2016, respectively, and is reported as a component of interest expense.

Cash Flow Hedges

 

The following table presents the net gain recorded in accumulated other comprehensive (loss)/income and the consolidated financial statements relating to the cash flow derivative instruments for the three months ended September 30, 2017 (after tax):

                Amount of  
    Amount of     Amount of     Gain/(Loss)  
    Gain/(Loss)     Gain/(Loss)     Recognized in  
    Recognized     Reclassified     Other Non-Interest  
    In OCI     From OCI to     Expense  
(In thousands)   (Effective Portion)     Interest Expense     (Ineffective Portion)  
                         
Interest rate contracts   $ 131     $     $  

 

The following table presents the net gain recorded in accumulated other comprehensive (loss)/income and the consolidated financial statements relating to the cash flow derivative instruments for the three months ended September 30, 2016 (after tax):

                Amount of  
    Amount of     Amount of     Gain/(Loss)  
    Gain/(Loss)     Gain/(Loss)     Recognized in  
    Recognized     Reclassified     Other Non-Interest  
    In OCI     From OCI to     Expense  
(In thousands)   (Effective Portion)     Interest Expense     (Ineffective Portion)  
                         
Interest rate contracts   $ 941     $     $  

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Index  

The following table presents the net gain recorded in accumulated other comprehensive (loss)/income and the consolidated financial statements relating to the cash flow derivative instruments for the nine months ended September 30, 2017 (after tax):

                Amount of  
    Amount of     Amount of     Gain/(Loss)  
    Gain/(Loss)     Gain/(Loss)     Recognized in  
    Recognized     Reclassified     Other Non-Interest  
    In OCI     From OCI to     Expense  
(In thousands)   (Effective Portion)     Interest Expense     (Ineffective Portion)  
                         
Interest rate contracts   $ 605     $     $  

 

The following table presents the net loss recorded in accumulated other comprehensive (loss)/income and the consolidated financial statements relating to the cash flow derivative instruments for the nine months ended September 30, 2016 (after tax):

                Amount of  
    Amount of     Amount of     Gain/(Loss)  
    Gain/(Loss)     Gain/(Loss)     Recognized in  
    Recognized     Reclassified     Other Non-Interest  
    In OCI     From OCI to     Expense  
(In thousands)   (Effective Portion)     Interest Expense     (Ineffective Portion)  
                         
Interest rate contracts   $ (1,999 )   $     $  

 

The following tables reflect the cash flow hedges included in the financial statements as of September 30, 2017 and December 31, 2016:

    September 30, 2017  
    Notional     Fair  
(In thousands)   Amount     Value  
Interest rate swaps related to interest-bearing            
     demand brokered deposits   $ 180,000     $ 279  
Total included in other assets   $ 110,000     $ 383  
Total included in other liabilities   $ 70,000     $ (104 )

 

    December 31, 2016  
    Notional     Fair  
(In thousands)   Amount     Value  
Interest rate swaps related to interest-bearing            
     demand brokered deposits   $ 180,000     $ (744 )
Total included in other assets   $ 30,000     $ 123  
Total included in other liabilities   $ 150,000     $ (867 )

 

Derivatives Not Designated as Accounting Hedges: The Company offers facility specific/loan level swaps to its customers and offsets its exposure from such contracts by entering into mirror image swaps with a financial institution / swap counterparty (loan level / back to back swap program). The customer accommodations and any offsetting swaps are treated as non-hedging derivative instruments which do not qualify for hedge accounting (“standalone derivatives”). The notional amount of the swaps does not represent amounts exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the individual contracts. The fair value of the swaps is recorded as both an asset and a liability, in other assets and other liabilities, respectively, in equal amounts for these transactions.

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Information about these swaps is as follows:

(Dollars in thousands)   September 30, 2017     December 31, 2016  
Notional amount   $ 315,689     $ 126,810  
Fair value   $ 4,136     $ 1,543  
Weighted average pay rates     4.10 %     3.75 %
Weighted average receive rates     3.27 %     2.65 %
Weighted average maturity     7.7  years      9.4  years 
                 
Number of contracts     41       14  

 

11. SUBORDINATED DEBT

 

During June 2016, the Company issued $50.0 million in aggregate principal amount of fixed-to-floating subordinated notes (the “Notes”) to certain institutional investors. The Notes are non-callable for five years, have a stated maturity of June 30, 2026, and bear interest at a fixed rate of 6.0% per year until June 30, 2021. From June 30, 2021 to the maturity date or early redemption date, the interest rate will reset quarterly to a level equal to the then current three-month LIBOR rate plus 485 basis points, payable quarterly in arrears. Debt issuance costs incurred totaled $1.3 million and are being amortized to maturity.  Subordinated debt is presented net of issuance cost on the Consolidated Statements of Condition.

The subordinated debt issuance benefited the Company’s regulatory total capital amount and ratio. Approximately $40.0 million of the net proceeds from the sale of the Notes were used by the Company to contribute capital to the Bank in the second quarter of 2016. The remaining funds (approximately $9 million) were retained by the Company and are intended to cover future subordinated debt interest payments.

In connection with the issuance of the Notes, the Company obtained ratings from Kroll Bond Rating Agency (“KBRA”). KBRA assigned investment grade rating of BBB- for the Company’s subordinated debt. KBRA reaffirmed such rating in June 2017.

 

12. RECENT ACCOUNTING PRONOUNCEMENTS

 

Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606)” implements a common revenue standard that clarifies the principles for recognizing revenue. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) the entity satisfies a performance obligation. In July 2015, FASB deferred the effective date of the ASU by one year which means ASU 2014-09 will be effective for the Company on January 1, 2018.  In March 2016, FASB issued ASU 2016-08 which amended illustrative examples to clarify how to apply the implementation guidance on principal versus agent considerations. The Company completed its initial assessment of revenue streams and determined that, in accordance with the standard, interest income, income from bank owned life insurance, gains on sales of loans and securities and derivatives income are all out of scope of the ASU.  We reviewed contracts potentially affected by the ASU including wealth management fee income, service charges and fees, and other income. Based on the initial assessment, the Company does not expect the guidance will have a material impact on its financial statements. However, the Company is reviewing at a contract level in order to finalize the evaluation.

 

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In January 2016, the FASB issued ASU 2016-01, “Financial Instruments”. This guidance amends existing guidance to improve accounting standards for financial instruments including clarification and simplification of accounting and disclosure requirements and the requirement for public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. The Company expects to record a cumulative effect adjustment for its sole equity instrument to the balance sheet as of the beginning of the fiscal year of adoption. These amendments are effective for public business entities for annual periods and interim periods within those annual periods beginning after December 15, 2017. The Company does not expect the guidance will have a material impact on its consolidated financial statements.

 

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”. The standard requires a lessee to recognize assets and liabilities on the balance sheet for leases with lease terms greater than 12 months. For lessees, virtually all leases will be required to be recognized on the balance sheet by recording a right-of-use asset and lease liability. Subsequent accounting for leases varies depending on whether the lease is an operating lease or a finance lease. The ASU requires additional qualitative and quantitative disclosures with the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, and early adoption is permitted. T he Company continues to evaluate the effect that ASU 2016-02 will have on its financial position, results of operations, and its financial statement disclosures. The adoption of ASU 2016-02 is expected to result in leased assets and related lease liabilities to be included on its balance sheet, along with the related leasehold amortization and interest expense included in its statement of income.

 

In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting”. Under the ASU, an entity recognizes all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement. This change eliminates the notion of the additional paid in capital (“APIC”) pool and reduces the complexity and cost of accounting for excess tax benefits and tax deficiencies. Excess tax benefits and tax deficiencies are considered discrete items in the reporting period they occur and are not included in the estimate of an entity’s annual effective tax rate. Additionally, this update permits an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur. This accounting guidance is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. Early adoption is permitted. The Company adopted the provisions of this standard during the quarter ended March 31, 2017. Upon adoption, excess tax benefits and tax deficiencies are recognized in the provision for income taxes on the consolidated statement of operations and are presented within operating activities on the consolidated statement of cash flows for the nine months ended September 30, 2017. The adoption of ASU 2016-09 resulted in an income tax benefit of $792 thousand and a reduction in our effective tax rate for the nine months ended September 30, 2017.

 

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On June 16, 2016, the FASB issued Accounting Standards Update No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”.   This ASU replaces the incurred loss model with an expected loss model, referred to as “current expected credit loss” (CECL) model.  It will significantly change estimates for credit losses related to financial assets measured at amortized cost, including loans receivable, held-to-maturity (HTM) debt securities and certain other contracts.   The largest impact will be on lenders and the allowance for loan and lease losses (ALLL).  This ASU will be effective for public business entities (PBEs) in fiscal years beginning after December 15, 2019, including interim periods within those fiscal years.  The Company has reviewed the potential impact to our securities portfolio, which primarily consists of U.S. government sponsored entities, mortgage-backed securities and municipal securities which have no history of credit loss and have strong credit ratings. The Company does not expect the standard to have an impact on its financial statements as it relates to the Company’s securities portfolio. The Company is also currently evaluating the impact the CECL model will have on our accounting and allowance for loans losses. The Company is in the process of evaluating third party firms to assist in the development of a CECL program, and has selected an in-house software model to assist in the calculation of the allowance for loan and lease losses in preparation for the change to the expected loss model. The Company expects to recognize a one-time cumulative-effect adjustment to our allowance for loan and lease losses as of the beginning of the first reporting period in which the new standard is effective, consistent with regulatory expectations set forth in interagency guidance issued at the end of 2016. The Company cannot yet determine the magnitude of any such one-time cumulative adjustment or of the overall impact of the new standard on our financial condition or results of operations.

 

On August 26, 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments)”. This ASU addresses the following eight specific cash flow issues: debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (COLIs) (including bank-owned life insurance policies (BOLIs)); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. This amendment is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. There is no material impact on our statement of cash flows as a result of this ASU.

 

In January 2017, the FASB issued ASU 2017-04: “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”.  This accounting standard updated simplifies the subsequent measurement of goodwill, by eliminating Step 2 from the goodwill impairment test.  In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.  An entity should apply the amendments in this update on a prospective basis.  A public business entity that is a SEC filer should adopt the amendments in this update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019.  Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017.  The adoption of this ASU will not have a material impact to the consolidated financial statements at this time.

 

In March 2017, the FASB issued ASU 2017-08: “Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities”. This Accounting Standards update amends guidance on the amortization period of premiums on certain purchased callable debt securities. Specifically, the amendments shorten the amortization period of premiums on certain purchased callable debt securities to the earliest call date. The amendments affect all entities that hold investments in callable debt securities that have an amortized cost basis in excess of the amount that is repayable by the issuer at the earliest call date. For public business entities, the amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.  The Company does not currently hold any callable debt securities with a premium.  As a result, the adoption of this ASU will not have a material impact to the consolidated financial statements.

 

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Also in March 2017, the FASB issued ASU 2017-07: “Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost”. This ASU requires an entity to present net periodic pension cost and net periodic postretirement benefit cost as a net amount that may be capitalized as part of an asset where appropriate. Generally, the service cost component is analyzed differently from the other components of net periodic pension cost and net periodic postretirement benefit cost. To improve consistency, transparency, and usefulness of financial information, the amendments in this update require that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The amendments in this update are effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those annual periods.  The Company’s current accounting treatment and presentation of net periodic postretirement benefit cost is consistent with the provisions in ASU-2017.  As a result, the adoption of this ASU will not have a material impact to the consolidated financial statements.

 

In May 2017, the FASB issued ASU 2017-09: “Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting”. The amendments in this update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. An entity should account for the effects of a modification unless all the following are met: 1.) The fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the original award immediately before the original award is modified. If the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification. 2.) The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified. 3.) The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The current disclosure requirements in Topic 718 apply regardless of whether an entity is required to apply modification accounting under the amendments in this update. The amendments in this update are effective for public business entities for annual periods beginning after December 15, 2018, including interim periods within those annual periods.  The Company does not anticipate a material impact to the consolidated financial statements at this time.

 

In August 2017, the FASB issued ASU 2017-12: “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities”. The purpose of this updated guidance is to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. ASU 2017-12 is effective for public business entities for fiscal years beginning after December 15, 2018, with early adoption, including adoption in an interim period, permitted. The Company plans to adopt ASU 2017-12 on January 1, 2019. ASU 2017-12 requires a modified retrospective transition method in which the Company will recognize the cumulative effect of the change on the opening balance of each affected component of equity in the statement of financial position as of the date of adoption. While the Company continues to assess all potential impacts of the standard, the Company does not anticipate a material impact to the consolidated financial statements at this time.

 

13. ACQUISITION

Effective August 1, 2017 the Company closed the previously announced acquisition of MCM. The acquisition is consistent with the Company’s strategy to grow its wealth management business both organically and through strategic acquisitions.  The purchase price included equity of $2 million as well as cash. The Company is still in the process of evaluating the final purchase accounting allocation . Any adjustment resulting from the evaluation is not expected to be material. In accordance with FASB ASC 805-10 (Subtopic 25-15), the Company has up to one year from date of acquisition to complete this assessment. The increase in the Company’s goodwill and other intangible assets during the quarter ended September 30, 2017 was due to this acquisition.

 

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14. DEFINITIVE AGREEMENT

 

On September 14, 2017, the Company announced that it had entered into a definitive agreement to acquire Fairfield, NJ-based Quadrant Capital Management, LLC. (“Quadrant”). The transaction closed on October 31, 2017. The purchase price includes equity of $3.1 million as well as cash. The Company is still in the process of evaluating the final purchase accounting allocation . Any adjustment resulting from the evaluation is not expected to be material. In accordance with FASB ASC 805-10 (Subtopic 25-15), the Company has up to one year from date of acquisition to complete this assessment.

 

 

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Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

 

FORWARD LOOKING STATEMENTS: This Quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about Management’s view of future financial condition and results of operations, Management’s confidence and strategies and Management’s expectations about new and existing programs and products, relationships, opportunities and market conditions. These statements may be identified by such forward-looking terminology as “expect”, “look”, “believe”, “anticipate”, “may”, “will”, or similar statements or variations of such terms. Actual results may differ materially from such forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among others, those risk factors identified in the Company’s Form 10-K for the year ended December 31, 2016, in addition to/which include the following:

 

· inability to successfully grow our business and implement our strategic plan, including an inability to generate revenues to offset the increased personnel and other costs related to the strategic plan;
· the impact of anticipated higher operating expenses in 2017 and beyond;
· inability to successfully integrate wealth acquisitions;
· inability to manage our growth;
· inability to successfully integrate our expanded employee base;
· an unexpected decline in the economy, in particular in our New Jersey and New York market areas;
· declines in our net interest margin caused by the low interest rate environment and highly competitive market;
· declines in value in our investment portfolio;
· higher than expected increases in our allowance for loan and lease losses;
· higher than expected increases in loan and lease losses or in the level of nonperforming loans;
· unexpected changes in interest rates;
· an unexpected decline in real estate values within our market areas;
· legislative and regulatory actions (including the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Basel III and related regulations) subject us to additional regulatory oversight, which may result in increased compliance costs;
· successful cyberattacks against our IT infrastructure and that of our IT providers;
· higher than expected FDIC insurance premiums;
· adverse weather conditions;
· inability to successfully generate new business in new geographic markets;
· inability to execute upon new business initiatives;
· lack of liquidity to fund our various cash obligations;
· reduction in our lower-cost funding sources;
· our inability to adapt to technological changes;
· claims and litigation pertaining to fiduciary responsibility, environmental laws and other matters; and
· other unexpected material adverse changes in our operations or earnings.

 

Except as required by law, the Company assumes no responsibility to update such forward-looking statements in the future. Although we believe that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements.

 

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES: Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon the Company’s consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Note 1 to the Company’s Audited Consolidated Financial Statements for the year ended December 31, 2016 contains a summary of the Company’s significant accounting policies.

Management believes that the Company’s policy with respect to the methodology for the determination of the allowance for loan and lease losses involves a higher degree of complexity and requires Management to make difficult and subjective judgments, which often require assumptions or estimates about highly uncertain matters. Changes in these judgments, assumptions or estimates could materially impact results of operations. This critical policy and its application are periodically reviewed with the Audit Committee and the Board of Directors.

The provision for loan and lease losses is based upon Management’s evaluation of the adequacy of the allowance, including an assessment of known and inherent risks in the portfolio, giving consideration to the size and composition of the loan portfolio, actual loan loss experience, level of delinquencies, detailed analysis of individual loans for which full collectability may not be assured, the existence and estimated fair value of any underlying collateral and guarantees securing the loans, and current economic and market conditions. Although Management uses the best information available, the level of the allowance for loan and lease losses remains an estimate, which is subject to significant judgment and short-term change. Various regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan and lease losses. Such agencies may require the Company to make additional provisions for loan and lease losses based upon information available to them at the time of their examination. Furthermore, the majority of the Company’s loans are secured by real estate in New Jersey and, to a lesser extent, New York City. Accordingly, the collectability of a substantial portion of the carrying value of the Company’s loan portfolio is susceptible to changes in local market conditions and any adverse economic conditions. Future adjustments to the provision for loan and lease losses and allowance for loan and lease losses may be necessary due to economic, operating, regulatory and other conditions beyond the Company’s control.

The Company accounts for its securities in accordance with “Accounting for Certain Investments in Debt and Equity Securities,” which was codified into Accounting Standards Codification (“ASC”) 320. All securities are classified as available for sale and are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income, net of tax.

Management evaluates securities for other-than-temporary impairment on at least a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. For securities in an unrealized loss position, Management considers the extent and duration of the unrealized loss and the financial condition and near-term prospects of the issuer. Management also assesses whether it intends to sell, or it is more likely than not that it will be required to sell, a security in an unrealized loss position before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the entire difference between amortized cost and fair value is recognized as impairment through earnings. For debt securities that do not meet the aforementioned criteria, the amount of impairment is split into two components as follows: 1) other-than-temporary impairment related to credit loss, which must be recognized in the income statement and 2) other-than-temporary impairment related to other factors, which is recognized in other comprehensive income. The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis. No impairment charges were recognized in the three or nine months ended September 30, 2017 and 2016. For equity securities, the entire amount of impairment is recognized through earnings.

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EXECUTIVE SUMMARY: The following table presents certain key aspects of our performance for the three months ended September 30, 2017 and 2016.

 

    Three Months Ended September 30,     Change  
(Dollars in thousands, except share and per share data)   2017     2016     2017 vs 2016  
Results of Operations:                  
Net interest income   $ 29,992     $ 24,269     $ 5,723  
Provision for loan and lease losses     400       2,100       (1,700 )
Net interest income after provision                        
   for loan and lease losses     29,592       22,169       7,423  
Wealth management fee income     5,790       4,436       1,354  
Other income     3,041       3,099       (58 )
Operating expense     21,961       18,166       3,795  
Income before income tax expense     16,462       11,538       4,924  
Income tax expense     6,256       4,422       1,834  
Net income   $ 10,206     $ 7,116     $ 3,090  
                         
Total revenue (Net interest income plus wealth                        
   management fee income and other income)   $ 38,823     $ 31,804     $ 7,019  
                         
Diluted earnings per share   $ 0.56     $ 0.43     $ 0.13  
                         
Diluted average shares outstanding     18,123,268       16,673,596       1,449,672  
                         
Return on average assets annualized (ROAA)     0.97 %     0.77 %     0.20 %
Return on average equity                        
   annualized (ROAE)     11.09       9.44       1.65  
                         

 

The following table presents certain key aspects of our performance for the nine months ended September 30, 2017 and 2016.

 

    Nine Months Ended September 30,     Change  
(Dollars in thousands, except share and per share data)   2017     2016     2017 vs 2016  
Results of Operations:                  
Net interest income   $ 82,555     $ 71,855     $ 10,700  
Provision for loan and lease losses     4,200       6,000       (1,800 )
Net interest income after provision                        
   for loan and lease losses     78,355       65,855       12,500  
Wealth management fee income     15,694       13,630       2,064  
Other income     8,327       7,616       711  
Operating expense     61,360       56,147       5,213  
Income before income tax expense     41,016       30,954       10,062  
Income tax expense     14,888       11,785       3,103  
Net income   $ 26,128     $ 19,169     $ 6,959  
                         
Total revenue (Net interest income plus wealth                        
   management fee income and other income)   $ 106,576     $ 93,101     $ 13,475  
                         
Diluted earnings per share   $ 1.47     $ 1.17     $ 0.30  
                         
Diluted average shares outstanding     17,753,731       16,347,255       1,406,476  
                         
Return on average assets annualized (ROAA)     0.86 %     0.71 %     0.15 %
Return on average equity                        
   annualized (ROAE)     9.94       8.79       1.15  
                         
                         

 

    September 30,     December 31,     Change  
    2017     2016     2017 vs 2016  
Selected Balance Sheet Ratios:                        
Total capital (Tier I + II) to risk-weighted assets     13.28 %     13.25 %     .03 %
Tier I leverage ratio     8.75       8.35       .40  
Loans to deposits     100.12       97.08       3.04  
Allowance for loan and lease losses to total                        
   loans     0.98       0.97       0.01  
Allowance for loan and lease losses to                        
   nonperforming loans     233.72       285.94       (52.22 )
Nonperforming loans to total loans     0.42       0.34       0.08  

 

For the third quarter of 2017, the Company recorded net income of $10.2 million compared to $7.1 million for the same quarter of 2016. For the three months ended September 30, 2017 and 2016, diluted earnings per share were $0.56 and $0.43, respectively. Annualized return on average assets was 0.97 percent and annualized return on average equity was 11.09 percent for the third quarter of 2017, compared to 0.77 percent and 9.44 percent, respectively, for the same quarter of 2016.

 

The third quarter of 2017, when compared to the third quarter of 2016, reflected: increased net interest income (partially due to $1.2 million of recognition of deferred fees and prepayment income on two commercial loans); greater wealth management fee income (partially due to two months of fee income related to the recently acquired MCM); and a reduced provision for loan and lease losses (due to low charge-off levels and $79 million of loan sales). These positive effects were partially offset by higher operating expenses in the 2017 third quarter (partially due to two months of expenses related to MCM, as well as a full quarter of expenses related to Peapack Capital, the Bank’s Equipment Finance subsidiary, which began operations in May 2017).

 

For the nine months ended September 30, 2017, the Company recorded net income of $26.1 million compared to $19.2 million for the same period of 2016. Diluted earnings per common share were $1.47 and $1.17 for the first nine months of 2017 and 2016, respectively. Annualized return on average assets was 0.86 percent and annualized return on average common equity was 9.94 percent for the first nine months of 2017, compared to 0.71 percent and 8.79 percent, respectively, for the nine months ending September 30, 2016.

 

CONTRACTUAL OBLIGATIONS: For a discussion of our contractual obligations, see the information set forth in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2016 under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Contractual Obligations.”

 

OFF-BALANCE SHEET ARRANGEMENTS: For a discussion of our off-balance sheet arrangements, see the information set forth in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2016 under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Off-Balance Sheet Arrangements.”

 

EARNINGS ANALYSIS

 

NET INTEREST INCOME/AVERAGE BALANCE SHEET:

 

The primary source of the Company’s operating income is net interest income, which is the difference between interest and dividends earned on earning assets and fees earned on loans, and interest paid on interest-bearing liabilities. Earning assets include loans to individuals and businesses, investment securities, interest-earning deposits and federal funds sold. Interest-bearing liabilities include interest-bearing checking, savings and time deposits, Federal Home Loan Bank advances, subordinated debt and other borrowings. Net interest income is determined by the difference between the yields earned on earning assets and the rates paid on interest-bearing liabilities (“net interest spread”) and the relative amounts of earning assets and interest-bearing liabilities. The Company’s net interest spread is affected by regulatory, economic and competitive factors that influence interest rates, loan demand and deposit flows and general levels of nonperforming assets.

 

The following table summarizes the Company’s net interest income and related spread and margin, on a fully tax-equivalent basis, for the periods indicated:

 

    Three Months Ended September 30,  
(Dollars in thousands)   2017     2016  
Net interest income   $ 30,277     $ 24,510  
Interest rate spread     2.76 %     2.59 %
Net interest margin     2.95       2.74  

 

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Index  

    Nine Months Ended September 30,  
(Dollars in thousands)   2017     2016  
Net interest income   $ 83,348     $ 72,534  
Interest rate spread     2.63 %     2.64 %
Net interest margin     2.81       2.78  

 

Net interest income, on a fully tax-equivalent basis for the three months ended September 30, 2017 grew $5.8 million, or 24 percent, from the three months ended September 30, 2016. Net interest income on a fully tax equivalent basis for the nine months ended September 30, 2017 increased $10.8 million, or 15 percent, when compared to the same period in 2016. The growth in net interest income for both the three and nine month periods was due to increases in the average balance and yield on the Company’s interest-earning assets, especially commercial and industrial (C&I) loans, which typically have higher yields. This increase was partially offset by increases in interest-bearing liabilities and the Company’s cost of funds. Net interest income and margin for the third quarter of 2017 benefitted from $1.2 million of recognition of deferred fees and prepayment premiums on two commercial loans and from loan growth during 2016 and into 2017, as well as benefitting slightly from the recent Federal Reserve rate hikes. The September 2017 quarter also included approximately $1.2 million of prepayment premiums received on the prepayment of certain multifamily loans, reflecting an increase from $507 thousand for the September 2016 quarter.

 

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The following table summarizes the Company’s loans closed for the periods indicated:

 

    For the Three Months Ended  
    September 30,     September 30,  
(In thousands)   2017     2016  
Residential mortgage loans originated for portfolio   $ 22,322     $ 43,284  
Residential mortgage loans originated for sale     10,596       25,128  
Total residential mortgage loans     32,918       68,412  
                 
Commercial real estate loans     24,870       56,799  
Multifamily properties     85,488       74,450  
Commercial and industrial (C&I) loans (A) (B)     131,321       59,698  
Small business association     4,560       3,025  
Wealth Lines of Credit (A)     15,200       1,200  
Total commercial loans     261,439       195,172  
                 
Installment loans     1,967       1,591  
                 
Home equity lines of credit (A)     6,879       7,064  
                 
Total loans closed   $ 303,203     $ 272,239  

 

(A) Includes loans and lines of credit that closed in the period, but were not necessarily funded.
(B) Includes equipment lease finance.

 

    For the Nine Months Ended  
    September 30,     September 30,  
(In thousands)   2017     2016  
Residential mortgage loans originated for portfolio   $ 141,986     $ 93,543  
Residential mortgage loans originated for sale     20,202       53,412  
Total residential mortgage loans     162,188       146,955  
                 
Commercial real estate loans     105,017       102,692  
Multifamily properties     211,437       333,194  
Commercial and industrial (C&I) loans (A) (B)     417,927       188,495  
Small business association     10,160       6,365  
Wealth Lines of Credit (A)     37,305       3,785  
Total commercial loans     781,846       634,531  
                 
Installment loans     6,188       3,154  
                 
Home equity lines of credit (A)     19,296       25,103  
                 
Total loans closed   $ 969,518     $ 809,743  

 

(A) Includes loans and lines of credit that closed in the period, but were not necessarily funded.
(B) Includes equipment lease finance.

 

The Company has managed its balance sheet such that multifamily loans decline as a percentage of the overall loan portfolio and C&I loans become a larger percentage of the overall loan portfolio.

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At September 30, 2017, December 31, 2016 and September 30, 2016, the Bank had a concentration in commercial real estate (“CRE”) loans as defined by applicable regulatory guidance.

The following table presents such concentration levels for the following periods:

    September 30,     December 31,     September 30,  
    2017     2016     2016  
Multifamily mortgage loans as a percent of                        
   total regulatory capital of the Bank     329 %     372 %     432 %
                         
Non-owner occupied commercial real estate loans                        
   as a percent of total regulatory capital of the Bank     200       192       178  
                         
                         
Total CRE concentration     529 %     564 %     610 %

 

The Bank believes it addresses the key elements in the risk management framework laid out by its regulators for the effective management of CRE concentration risks.

To supplement its C&I lending programs, the Company announced that during April 2017 it had hired a team of experienced bankers to focus on equipment financing. The Company generally expects that revenue and profitability related to this new group will lag expenses by several quarters.

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The following tables reflect the components of the average balance sheet and of net interest income for the periods indicated:

  Average Balance Sheet

  Unaudited

  Three Months Ended

 

    September 30, 2017     September 30, 2016  
    Average     Income/           Average     Income/        
(Dollars in thousands)   Balance     Expense     Yield     Balance     Expense     Yield  
ASSETS:                                    
Interest-earning assets:                                                
   Investments:                                                
     Taxable (1)   $ 302,669     $ 1,564       2.07 %   $ 193,902     $ 976       2.01 %
     Tax-exempt (1) (2)     27,099       194       2.86       27,516       212       3.08  
   Loans (2) (3):                                                
     Residential mortgages     612,904       4,934       3.22       486,909       3,983       3.27  
     Commercial mortgages     2,120,360       19,879       3.75       2,048,877       17,977       3.51  
     Commercial     795,063       9,654       4.86       573,211       5,826       4.07  
     Commercial construction                       454       5       4.41  
     Installment     77,616       611       3.15       67,175       443       2.64  
     Home equity     67,251       653       3.88       62,560       519       3.32  
     Other     563       11       7.82       465       13       11.18  
     Total loans     3,673,757       35,742       3.89       3,239,651       28,766       3.55  
   Federal funds sold     101             0.25       101             0.25  
   Interest-earning deposits     103,103       276       1.07       111,204       131       0.47  
   Total interest-earning assets     4,106,729       37,776       3.68 %     3,572,374       30,085       3.37 %
Noninterest-earning assets:                                                
   Cash and due from banks     4,732                       17,292                  
   Allowance for loan and lease losses     (36,547 )                     (30,022 )                
   Premises and equipment     29,996                       29,460                  
   Other assets     86,493                       88,721                  
   Total noninterest-earning assets     84,674                       105,451                  
Total assets   $ 4,191,403                     $ 3,677,825                  
LIABILITIES:                                                
Interest-bearing deposits:                                                
   Checking   $ 1,128,112     $ 1,487       0.53 %   $ 924,970     $ 645       0.28 %
   Money markets     1,084,009       1,580       0.58       915,139       737       0.32  
   Savings     120,893       16       0.05       119,986       17       0.06  
   Certificates of deposit - retail     502,637       1,864       1.48       466,967       1,615       1.38  
     Subtotal interest-bearing deposits     2,835,651       4,947       0.70       2,427,062       3,014       0.50  
   Interest-bearing demand - brokered     180,000       737       1.64       200,000       762       1.52  
   Certificates of deposit - brokered     87,095       481       2.21       93,674       501       2.14  
   Total interest-bearing deposits     3,102,746       6,165       0.79       2,720,736       4,277       0.63  
   FHLB advances and borrowings     98,114       439       1.79       87,258       380       1.74  
   Capital lease obligation     9,303       112       4.82       9,874       119       4.82  
   Subordinated debt     48,841       783       6.41       48,711       799       6.56  
   Total interest-bearing liabilities     3,259,004       7,499       0.92 %     2,866,579       5,575       0.78 %
Noninterest-bearing liabilities:                                                
   Demand deposits     538,484                       479,659                  
   Accrued expenses and                                                
     other liabilities     25,807                       30,070                  
   Total noninterest-bearing liabilities     564,291                       509,729                  
Shareholders’ equity     368,108                       301,517                  
   Total liabilities and                                                
     shareholders’ equity   $ 4,191,403                     $ 3,677,825                  
   Net interest income                                                
     (tax-equivalent basis)             30,277                       24,510          
     Net interest spread                     2.76 %                     2.59 %
     Net interest margin (4)                     2.95 %                     2.74 %
Tax equivalent adjustment             (285 )                     (241 )        
Net interest income           $ 29,992                     $ 24,269          

 

(1) Average balances for available for sale securities are based on amortized cost.
(2) Interest income is presented on a tax-equivalent basis using a 35 percent federal tax rate.
(3) Loans are stated net of unearned income and include nonaccrual loans.
(4) Net interest income on a tax-equivalent basis as a percentage of total average interest-earning assets.

 

53  

Index  

  Average Balance Sheet

  Unaudited

  Nine Months Ended

 

    September 30, 2017     September 30, 2016  
    Average     Income/           Average     Income/        
(Dollars in thousands)   Balance     Expense     Yield     Balance     Expense     Yield  
ASSETS:                                    
Interest-earning assets:                                                
   Investments:                                                
     Taxable (1)   $ 295,348     $ 4,545       2.05 %   $ 198,080     $ 2,816       1.90 %
     Tax-exempt (1) (2)     26,453       583       2.94       26,234       623       3.17  
   Loans (2) (3):                                                
     Residential mortgages     582,785       14,145       3.24       475,607       11,728       3.29  
     Commercial mortgages     2,080,740       56,265       3.61       2,018,820       52,977       3.50  
     Commercial     719,354       23,301       4.32       550,770       16,319       3.95  
     Commercial construction     128       4       4.17       1,045       32       4.08  
     Installment     72,829       1,666       3.05       58,445       1,198       2.73  
     Home equity     67,061       1,822       3.62       57,938       1,434       3.30  
     Other     520       34       8.72       471       35       9.91  
     Total loans     3,523,417       97,237       3.68       3,163,096       83,723       3.53  
   Federal funds sold     101             0.25       101             0.24  
   Interest-earning deposits     112,221       716       0.85       89,536       294       0.44  
   Total interest-earning assets     3,957,540       103,081       3.47 %     3,477,047       87,456       3.35 %
Noninterest-earning assets:                                                
   Cash and due from banks     10,297                       16,342                  
   Allowance for loan and lease losses     (34,655 )                     (28,227 )                
   Premises and equipment     30,139                       29,637                  
   Other assets     78,938                       86,960                  
   Total noninterest-earning assets     84,719                       104,712                  
Total assets   $ 4,042,259                     $ 3,581,759                  
LIABILITIES:                                                
Interest-bearing deposits:                                                
   Checking   $ 1,078,015     $ 3,448       0.43 %   $ 904,767     $ 1,823       0.27 %
   Money markets     1,067,942       3,718       0.46       851,370       1,912       0.30  
   Savings     120,939       49       0.05       118,884       50       0.06  
   Certificates of deposit - retail     469,867       5,084       1.44       453,451       4,649       1.37  
     Subtotal interest-bearing deposits     2,736,763       12,299       0.60       2,328,472       8,434       0.48  
   Interest-bearing demand - brokered     180,000       2,183       1.62       200,000       2,263       1.51  
   Certificates of deposit - brokered     91,158       1,465       2.14       93,663       1,494       2.13  
   Total interest-bearing deposits     3,007,921       15,947       0.71       2,622,135       12,191       0.62  
   FHLB advances and borrowings     78,704       1,096       1.86       154,819       1,432       1.23  
   Capital lease obligation     9,456       341       4.81       10,007       361       4.81  
   Subordinated debt     48,809       2,349       6.42       19,270       938       6.49  
   Total interest-bearing liabilities     3,144,890       19,733       0.84 %     2,806,231       14,922       0.71 %
Noninterest-bearing liabilities:                                                
   Demand deposits     524,805                       459,907                  
   Accrued expenses and                                                
     other liabilities     22,262                       24,958                  
   Total noninterest-bearing liabilities     547,067                       484,865                  
Shareholders’ equity     350,302                       290,663                  
   Total liabilities and                                                
     shareholders’ equity   $ 4,042,259                     $ 3,581,759                  
   Net interest income                                                
     (tax-equivalent basis)             83,348                       72,534          
     Net interest spread                     2.63 %                     2.64 %
     Net interest margin (4)                     2.81 %                     2.78 %
Tax equivalent adjustment             (793 )                     (679 )        
Net interest income           $ 82,555                     $ 71,855          

 

(1) Average balances for available for sale securities are based on amortized cost.
(2) Interest income is presented on a tax-equivalent basis using a 35 percent federal tax rate.
(3) Loans are stated net of unearned income and include nonaccrual loans.(4) Net interest income on a tax-equivalent basis as a percentage of total average interest-earning assets.
(4) Net interest income on a tax-equivalent basis as a percentage of total average interest-earning assets.

 

54  

Index  

The effect of volume and rate changes on net interest income (on a tax-equivalent basis) for the periods indicated are shown below:

 

    Three Months Ended September 30, 2017  
    Difference due to     Change In  
    Change In:     Income/  
(In Thousands):   Volume     Rate     Expense  
ASSETS:                  
Investments   $ 520     $ 50     $ 570  
Loans     4,319       2,657       6,976  
Federal funds sold                  
Interest-earning deposits     (11 )     156       145  
Total interest income   $ 4,828     $ 2,863     $ 7,691  
LIABILITIES:                        
Interest-bearing checking   $ 69     $ 773     $ 842  
Money market     218       625       843  
Savings           (1 )     (1 )
Certificates of deposit - retail     134       115       249  
Certificates of deposit - brokered     (85 )     60       (25 )
Interest bearing demand brokered     (36 )     16       (20 )
Borrowed funds     (12 )     71       59  
Capital lease obligation     (7 )           (7 )
Subordinated debt     1       (17 )     (16 )
Total interest expense   $ 282     $ 1,642     $ 1,924  
Net interest income   $ 4,546     $ 1,221     $ 5,767  
                         

 

    Nine Months Ended September 30, 2017  
    Difference due to     Change In  
    Change In:     Income/  
(In Thousands):   Volume     Rate     Expense  
ASSETS:                  
Investments   $ 1,353     $ 336     $ 1,689  
Loans     10,101       3,413       13,514  
Federal funds sold                  
Interest-earning deposits     90       332       422  
Total interest income   $ 11,544     $ 4,081     $ 15,625  
LIABILITIES:                        
Interest-bearing checking   $ 128     $ 1,497     $ 1,625  
Money market     729       1,077       1,806  
Savings     8       (9 )     (1 )
Certificates of deposit - retail     181       254       435  
Certificates of deposit - brokered     (237 )     157       (80 )
Interest bearing demand brokered     (42 )     13       (29 )
Borrowed funds     (691 )     355       (336 )
Capital lease obligation     (20 )           (20 )
Subordinated debt     1,421       (10 )     1,411  
Total interest expense   $ 1,477     $ 3,334     $ 4,811  
Net interest income   $ 10,067     $ 747     $ 10,814  
                         

 

Interest income on interest-earning assets, on a fully tax-equivalent basis, totaled $37.8 million for the third quarter of 2017 compared to $30.1 million for the same quarter of 2016, reflecting an increase of $7.7 million, or 26 percent. Average interest-earning assets totaled $4.11 billion for the third quarter of 2017, an increase of $534.4 million, or 15 percent, from the same period of 2016. The average commercial loan portfolio increased $221.9 million, or 39 percent, from the third quarter of 2016, to $795.1 million for the third quarter of 2017. The increase in this portfolio was attributed to the addition of seasoned banking professionals over the course of 2016; a continued focus on client service and value added aspects of the lending process; and a continued focus on markets outside of the immediate branch service area, including markets around the Teaneck and Princeton private banking offices. Additionally, the average commercial mortgage portfolio (which includes multifamily mortgage loans) increased $71.5 million, or 3 percent, to $2.12 billion for the third quarter of 2017 when compared to the same period in 2016. While the Company has managed its multifamily portfolio to limit growth, it has been focused on the origination of strong commercial real estate credits. In addition, the Company has continued its focus on relationship based residential mortgage lending, and that portfolio has grown from an average balance of $486.9 million in the September 2016 quarter to an average balance of $612.9 million in the September 2017 quarter. Average investments totaled $329.8 million for the third quarter of 2017 compared to $221.4 million for the same 2016 quarter reflecting an increase of $108.4 million, or 49 percent. This increase coincides with the Company’s desire to increase liquid portfolios.

 

55  

Index  

For the quarters ended September 30, 2017 and 2016, the average rates earned on interest-earning assets were 3.68 percent and 3.37 percent, respectively, an increase of 31 basis points. The increase in the overall yield was principally due to the benefit from the increased market rates on adjustable rate assets in the 2017 period partially offset by the maintenance of higher liquidity (investment securities and interest earning deposits) in the 2017 period when compared to 2016, which carry lower rates of interest.

 

For the third quarter of 2017, total interest-bearing deposits averaged $3.10 billion, an increase of $382.0 million, or 14 percent, from the average balance for the same period of 2016. The growth in customer deposits (excluding brokered CDs and brokered interest-bearing demand, but including reciprocal funds discussed below) has come from the addition of seasoned banking professionals in 2016 and 2017; focus on providing high-touch client service; and a full array of treasury management products that support core deposit growth.  

 

Average rates paid on total interest-bearing deposits were 79 basis points and 63 basis points for the third quarters of 2017 and 2016, respectively, an increase of 16 basis points. The increase in the average rate paid on deposits was principally due to growth in interest-bearing money market, retail certificates of deposit and checking accounts at higher rates, commensurate with higher market rates and to ensure generation of new deposits in volumes sufficient to appropriately fund asset growth.

 

For the third quarters of 2017 and 2016, average borrowings totaled $98.1 million and $87.3 million, respectively, an increase of $10.9 million during the third quarter of 2017 when compared to the same period of 2016. The increase was principally due to funding of loans offset by scheduled maturities of FHLB advances.

 

The Company is a participant in the Reich & Tang Demand Deposit Marketplace (“DDM”) program and Promontory. The Company uses these deposit sweep services to place customer funds into interest-bearing demand (checking) accounts issued by other participating banks. Customer funds are placed at one or more participating banks to ensure that each deposit customer is eligible for the full amount of FDIC insurance. As a program participant, the Company receives reciprocal amounts of deposits from other participating banks. The DDM program is considered to be a source of brokered deposits for bank regulatory purposes. However, the Company considers these reciprocal deposit balances to be in-market customer deposits as distinguished from traditional out-of-market brokered deposits. Such reciprocal deposit balances are included in the Company’s interest-bearing checking balances. Reciprocal balances averaged $386.9 million for the quarter ended September 30, 2017 and $411.9 million for the quarter ended September 30, 2016.

 

For the third quarter of 2017 total interest-bearing demand – brokered deposits decreased by $20.0 million when compared to the same quarter of 2016. This decrease reduced such brokered deposits to the minimum level required to support the Company’s existing $180.0 million of interest rate swaps, transacted previously as part of the Company’s interest rate risk management program.

 

In June 2016, the Company issued $50.0 million of subordinated debt ($48.7 million net of issuance costs) bearing interest at an annual rate of 6 percent for the first five years, and thereafter at an adjustable rate and until maturity in June 2026 or earlier redemption. For the third quarter of 2017, the subordinated debt balance averaged $48.8 million compared to $48.7 million from the same period in 2016.

 

56  

Index  

Interest income on interest-earning assets, on a fully tax-equivalent basis increased by $15.6 million, or 18 percent, for the first nine months of 2017 compared to the same period in 2016. For the nine months ended September 30, 2017, the average balance of interest-earning assets increased $480.5 million from $3.48 billion for the same period in 2016. For the nine months ended September 30, 2017 the average commercial portfolio increased $168.6 million, or 31 percent, from the same period in 2016. This increase was due to the addition of highly regarded bankers with industry and capital markets expertise in 2016 and in the first nine months of 2017. For the nine months ended September 30, 2017 the average commercial mortgage portfolio (which includes multifamily mortgage loans) increased $61.9 million to $2.08 billion from the same period in 2016. While the Company has managed its multifamily portfolio to limit growth, it has been focused on the origination of strong commercial real estate credits. In addition, the Company has continued its focus on relationship based residential mortgage lending, and that portfolio has grown $107.2 million to an average balance of $582.8 million for the nine months ended September 30, 2017 when compared to an average balance of $475.6 million from the same period in 2016.

 

For the nine months ended September 30, 2017 and 2016, the average rates earned on interest-earning assets was 3.47 percent and 3.35 percent, respectively, an increase of 12 basis points. The increase in average rates on loans was due to an increase in market rates during the first nine months of 2017. This increase was partially offset by the maintenance of higher liquidity (investment securities and interest-earning deposits) for the first nine months of 2017 when compared to the comparable 2016 period, which carry lower rates of interest.

 

For the nine months ended September 30, 2017 total interest-bearing deposits averaged $3.01 billion, increasing $385.8 million, or 15 percent, from the average balance for the same 2016 period. The growth in customer deposits (excluding brokered CDs and brokered interest-bearing demand, but including reciprocal funds) was $408.3 million for the first nine months of 2017 when compared to the same period in 2016. This growth has come from the addition of seasoned banking professionals in 2016 and continued into the first nine months of 2017; an intense focus on providing high-touch client service; and a full array of treasury management products that support core deposit growth.  Reciprocal deposit balances are included in the Company’s interest-bearing checking balances. Reciprocal balances averaged $393.2 million for the nine months ended September 30, 2017 and $421.4 million for the same 2016 period.

 

Average rates paid on interest-bearing deposits for the nine months ended September 30, 2017 were 71 basis points compared to 62 basis points for the same period in 2016, reflecting an increase of 9 basis points. The increase in the average rate paid on deposits was principally due to competitive pressures in attracting new deposits in volumes sufficient to appropriately fund asset growth.

 

Average borrowings decreased by $76.1 million to $78.7 million for the nine months ended September 30, 2017 when compared to the same 2016 period. The decrease was due to maturities of existing FHLB borrowings as significant deposit growth was sufficient to fund the Company’s loan growth.

 

As previously stated in June 2016, the Company issued $50.0 million of subordinated debt ($48.7 million net of issuance costs) bearing interest at an annual rate of 6 percent for the first five years, and thereafter at an adjustable rate and until maturity in June 2026 or earlier redemption. For the first nine months of 2017, the subordinated debt balance averaged $48.8 million compared to $19.3 million from the same period in 2016.

 

INVESTMENT SECURITIES AVAILABLE FOR SALE: Investment securities available for sale are purchased, sold and/or maintained as a part of the Company’s overall balance sheet management including liquidity and interest rate risk management strategies, and in response to changes in interest rates, liquidity needs, prepayment speeds and/or other factors. These securities are carried at estimated fair value, and unrealized changes in fair value are recognized as a separate component of shareholders’ equity, net of income taxes. Realized gains and losses are recognized in income at the time the securities are sold.

 

57  

Index  

At September 30, 2017, the Company had investment securities available for sale with a fair value of $315.1 million compared with $305.4 million at December 31, 2016. Net unrealized losses (net of income tax) of $511 thousand and $1.1 million were included in shareholders’ equity at September 30, 2017 and December 31, 2016, respectively.

 

The carrying value of investment securities available for sale as of September 30, 2017 and December 31, 2016 are shown below:

 

             
    September 30,     December 31,  
(In thousands)   2017     2016  
U.S. treasury and U.S. government-                
   sponsored agencies   $ 36,475     $ 21,517  
Mortgage-backed securities-residential                
   (principally U.S. government-sponsored                
   entities)     237,381       237,617  
SBA pool securities     5,936       6,713  
State and political subdivisions     24,510       28,993  
Corporate bond     3,094       3,113  
Single-issuer trust preferred security     2,857       2,610  
CRA investment fund     4,859       4,825  
   Total   $ 315,112     $ 305,388  

 

 

The following table presents the contractual maturities and yields of debt securities available for sale, stated at fair value, as of September 30, 2017:

 

          After 1     After 5              
          But     But     After        
    Within     Within     Within     10        
(Dollars in thousands)   1 Year     5 Years     10 Years     Years     Total  
U.S. treasury and U.S. government-   $     $ 9,968     $ 26,507     $     $ 36,475  
   sponsored agencies     %     1.25 %     2.20 %     %     1.94 %
Mortgage-backed securities-   $ 234     $ 16,253     $ 19,233     $ 201,661     $ 237,381  
   residential (1)     3.89 %     2.08 %     1.86 %     2.04 %     2.03 %
SBA pool securities   $     $     $     $ 5,936     $ 5,936  
      %     %     %     1.46 %     1.46 %
State and political subdivisions (2)   $ 7,501     $ 10,347     $ 3,271     $ 3,391     $ 24,510  
      1.88 %     3.09 %     2.89 %     3.02 %     2.68 %
Corporate bond   $     $     $ 3,094     $     $ 3,094  
      %     %     5.25 %     %     5.25 %
Single-issuer trust preferred security (1)   $     $     $ 2,857     $     $ 2,857  
      %     %     2.11 %     %     2.11 %
Total   $ 7,735     $ 36,568     $ 54,962     $ 210,988     $ 310,253  
      1.94 %     2.14 %     2.41 %     2.04 %     2.11 %

 

(1) Shown using stated final maturity.
(2) Yields presented on a fully tax-equivalent basis.

 

58  

Index  

OTHER INCOME : The following table presents the major components of other income, excluding income from wealth management, which is summarized and discussed subsequently:

 

    Three Months Ended September 30,     Change  
(In thousands)   2017     2016     2017 vs 2016  
                   
Service charges and fees   $ 816     $ 812     $ 4  
Gain on sale of loans (mortgage banking)     141       383       (242 )
Gain on sale of loans, at lower of                        
   cost or fair value     34       256       (222 )
Bank owned life insurance     343       340       3  
Fee income related to loan level,                        
   back-to-back swaps     888       670       218  
Gain on sale of SBA loans     493       243       250  
Securities gains                  
Other income     326       395       (69 )
Total other income   $ 3,041     $ 3,099     $ (58 )
                         

 

    Nine Months Ended September 30,     Change  
(In thousands)   2017     2016     2017 vs 2016  
                   
Service charges and fees   $ 2,401     $ 2,437     $ (36 )
Gain on sale of loans (mortgage banking)     279       813       (534 )
Gain on sale of loans, at lower of                        
   cost or fair value     34       880       (846 )
Bank owned life insurance     1,015       1,027       (11 )
Fee income related to loan level,                        
   back-to-back swaps     2,635       764       1,871  
Gain on sale of SBA loans     790       502       288  
Securities gains           119       (119 )
Other income     1,172       1,074       98  
Total other income   $ 8,328     $ 7,616     $ 712  
                         

 

For the quarter ended September 30, 2017, income from the sale of newly originated residential mortgage loans was $141 thousand compared to $383 thousand for the same period in 2016. For the nine months ended September 30, 2017 and 2016 income from the sale of newly originated residential mortgage loans was $279 thousand and $813 thousand, respectively. These decreases were a result of lower volume of residential mortgage loans originated for sale in the three and nine months ended September 30, 2017 periods compared to the three and nine months ended September 30, 2016, as a result of reduced refinance activity due principally to the higher market rate environment.

 

There were no securities gains in the three or nine months ended September 30, 2017 compared to none and $119 thousand for the three and nine months ended September 30, 2016, respectively. Sales of securities have been generally employed to benefit interest rate risk, prepayment risk, and/or liquidity risk. Given the shorter duration of our investment portfolio and the interest rate environment, such sales will continue to be a very small component of the Company’s operations.

Gains on the sale of loans held for sale at the lower of cost or fair value were $34 thousand for both the three and nine month periods ended September 30, 2017 as compared to $256 thousand and $880 thousand for the same periods in 2016. During the first quarter of 2016, the Company began selling whole multifamily loans in addition to multifamily loan participations. The Company manages its balance sheet such that multifamily loans decline as a percentage of the overall loan portfolio while commercial loans become a larger percentage of the overall loan portfolio. In addition to multifamily loan sales, the Company sold residential mortgages from its portfolio during the third quarter of 2017. The residential loan sales assisted in interest-rate risk management as the Company reduced longer term assets. Overall, the reduced level of multifamily loan sales during the first nine months of 2017 was due to lower market demand as a result of the regulatory environment surrounding commercial real estate lending.

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The third quarter of 2017 included $493 thousand of income related to the Company’s SBA lending and sale program compared to $243 thousand in the same quarter in 2016. The nine months ended September 30, 2017 included $790 thousand of income related to the Company’s SBA lending and sale program compared to the $502 thousand for the same period in 2016. The SBA program was fully implemented during the quarter ended March 31, 2016 and activity has grown since that period. This program is part of the Company’s normal ongoing operations.

The third quarter of 2017 included $888 thousand of loan level, back-to-back swap income compared to $670 thousand in the same quarter of 2016. The nine months ended September 30, 2017 included $2.6 million of loan level, back-to-back swap income compared to $764 thousand for the same period in 2016. The increase was due to several factors, including increased customer awareness of the possibility of rising market interest rates, as well as increased loan opportunities for the Company. The program utilizes mirror interest rate swaps, one directly with the customer and one directly with a well-established counterparty. This enables a customer to benefit from a fixed rate loan, while the Company records a floating rate loan. The program provides enhanced interest rate risk management, as well as the potential for fee income for the Company.

Other income was $326 thousand for the quarter ended September 30, 2017 quarter compared to $395 thousand for the same quarter in 2016. For the nine months ended September 30, 2017 other income was $1.2 million compared to $1.1 million for the same 2016 period. The nine months ended September 30, 2017 included increases in letter of credit fees and unused line of credit fees associated with the commercial lending business when compared to the same 2016 period. The quarter ended September 30, 2017 had decreases in fees associated with loans.

 

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OPERATING EXPENSES: The following table presents the components of operating expenses for the periods indicated:

 

    Three Months Ended September 30,     Change  
(In thousands)   2017     2016     2017 vs 2016  
Compensation and employee benefits   $ 13,996     $ 11,515     $ 2,481  
Premises and equipment     2,945       2,736       209  
FDIC assessment     583       814       (231 )
Other Operating Expenses:                        
Wealth management division                        
   other expense     533       490       43  
Professional and legal fees     1,452       801       651  
Loan expense     108       141       (33 )
Telephone     247       231       16  
Advertising     347       141       206  
Postage     88       77       11  
Other     1,662       1,220       442  
   Total operating expenses   $ 21,961     $ 18,166     $ 3,795  
                         

 

    Nine Months Ended September 30,     Change  
(In thousands)   2017     2016     2017 vs 2016  
Compensation and employee benefits   $ 38,660     $ 33,523     $ 5,137  
Premises and equipment     8,794       8,342       452  
FDIC assessment     1,871       3,954       (2,083 )
Other Operating Expenses:                        
Wealth management division                        
   other expense     1,865       1,593       272  
Professional and legal fees     3,100       2,544       556  
Loan expense     366       374       (8 )
Telephone     747       704       43  
Advertising     865       511       354  
Postage     283       246       37  
Other     4,809       4,356       453  
   Total operating expenses   $ 61,360     $ 56,147     $ 5,213  
                         

 

The Company’s total operating expenses were $22.0 million for the quarter ended September 30, 2017 compared to $18.2 million in the same 2016 quarter, reflecting a net increase of $3.8 million, or 21 percent. Total operating expense grew by $5.2 million to $61.4 million for the nine months ended September 30, 2017 when compared to the same period in 2016, reflecting an increase of 9 percent.

Compensation and benefits expense increased to $14.0 million in the third quarter of 2017 from $11.5 million in the same period in 2016, an increase of $2.5 million, or 22 percent. For the nine months ended September 30, 2017 compensation and benefits expense increased to $38.7 million from $33.5 million for the same period in 2016. Both period increases were due to strategic hiring, normal salary increases and increased bonus/incentive accruals associated with the Company’s growth. In addition, the Equipment Finance Team joined the Company during the second quarter of 2017 and the Company completed the acquisition of MCM in August 2017 further increasing compensation and employee benefits.

For the three months ended September 30, 2017, premises and equipment expense was $2.9 million compared to $2.7 million for the three months ended September 30, 2016, an increase of $209 thousand. For the nine months ended September 30, 2017, premises and equipment expense was $8.8 million compared to $8.3 million for the nine months ended September 30, 2016, an increase of $452 thousand. The increase over the same periods in 2016 was due to the Company’s growth as well as upgrades at the Company’s headquarters.

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For the three and nine months ended September 30, 2017 professional and legal fees increased $651 thousand and $556 thousand, respectively from the same 2016 periods. This increase was primarily due the wealth acquisition costs associated with the MCM acquisition.

For the three months ended September 30, 2017, FDIC insurance expense was $583 thousand compared to $814 thousand for the three months ended September 30, 2016, a decrease of $231 thousand. For the nine months ended September 30, 2017, FDIC insurance expense decreased $2.1 million to $1.9 million when compared to the same period in 2016. Beginning July 1, 2016, the FDIC assessment system was revised. Revisions for “small institutions” (under $10 billion in assets) resulted in, among other things, the elimination of risk categories and utilization of a financial ratios method to determine assessment rates. The changes significantly reduced the Company’s assessment rate. The three and nine months ended September 30, 2017 included increased advertising and marketing expense related to various target marketing campaigns, when compared to the 2016 periods.

PRIVATE WEALTH MANAGEMENT DIVISION: This division has served in the roles of executor and trustee while providing investment management, custodial, tax, retirement and financial services to its growing client base. Officers from the Private Wealth Management Division provide trust and investment services at the Bank’s corporate headquarters in Bedminster, at private banking locations in Bedminster, Morristown, Princeton and Teaneck, New Jersey and at the Bank’s subsidiaries, PGB Trust & Investments of Delaware, in Greenville, Delaware and MCM, in Gladstone, New Jersey.

 

The following table presents certain key aspects of the Bank’s Private Wealth Management Division performance for the quarters ended September 30, 2017 and 2016.

 

    For the        
    Three Months Ended September 30,     Change  
(In thousands)   2017     2016     2017 v 2016  
                   
Total fee income   $ 5,790     $ 4,436     $ 1,354  
                         
Compensation and benefits (included                        
   in Operating Expenses above)     3,004       2,377       627  
                         
Other operating expense (included)                        
   in Operating Expenses above)     2,179       1,479       700  
                         

 

    At or For        
    Nine Months Ended September 30,     Change  
(In thousands)   2017     2016     2017 v 2016  
                   
Total fee income   $ 15,694     $ 13,630     $ 2,064  
                         
Compensation and benefits (included                        
   in Operating Expenses above)     7,868       6,779       1,089  
                         
Other operating expense (included)                        
   in Operating Expenses above)     6,250       4,994       1,256  
                         
                         
Assets under administration                        
   (market value in billions)   $ 4.8     $ 3.5          
                         

 

The market value of the assets under administration (“AUA”) of the Private Wealth Management Division was $4.8 billion at September 30, 2017, reflecting an increase of 37 percent from $3.5 billion at September 30, 2016.

 

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In the September 2017 quarter, the Private Wealth Management Division generated $5.8 million in fee income compared to $4.4 million for the September 2016 quarter, reflecting a 31 percent increase. For the nine months ended September 30, 2017, the Private Wealth Management Division generated $15.7 million in fee income compared to $13.6 million for the same period in 2016, reflecting a 15 percent increase. The growth in fee income and AUA was due to the combination of the acquisition of MCM in August 2017, as well as new business and market appreciation. This was partially offset by normal levels of disbursements and outflows.

 

The Company continues to incorporate wealth management into conversations it has with the Company’s clients, across all business lines. The Company has expanded its wealth management team and will continue to grow its team and expand its products, services, and advice delivered to clients.

 

Operating expenses relative to the Private Wealth Management Division reflected increases due to the MCM acquisition, overall growth in the business, new hires and select third party expenditures incurred in the 2017 periods. Generally, revenue and profitability related to the new personnel will lag expenses by several quarters.

 

The Private Wealth Management Division currently generates adequate revenue to support the salaries, benefits and other expenses of the Division; however, Management believes that the Bank generates adequate liquidity to support the expenses of the Private Wealth Management Division should it be necessary.

 

NONPERFORMING ASSETS: OREO, loans past due in excess of 90 days and still accruing, and nonaccrual loans are considered nonperforming assets.

The following table sets forth asset quality data on the dates indicated (dollars in thousands):

 

    As of  
    September 30,     June 30,     March 31,     December 31,     September 30,  
    2017     2017     2017     2016     2016  
Loans past due over 90 days                                        
   and still accruing   $     $     $     $     $  
Nonaccrual loans     15,367       15,643       11,494       11,264       10,840  
Other real estate owned     137       373       671       534       534  
   Total nonperforming assets   $ 15,504     $ 16,016     $ 12,165     $ 11,798     $ 11,374  
                                         
Performing TDRs   $ 9,658     $ 9,725     $ 15,030     $ 17,784     $ 18,078  
                                         
Loans past due 30 through 89                                        
   days and still accruing   $ 589     $ 1,232     $ 622     $ 1,356     $ 8,238  
                                         
Classified loans   $ 44,170     $ 43,608     $ 43,002     $ 45,798     $ 49,627  
                                         
Impaired loans   $ 25,046     $ 25,294     $ 26,546     $ 29,071     $ 28,951  
                                         
Nonperforming loans as a % of                                        
   total loans (1)     0.42 %     0.43 %     0.33 %     0.34 %     0.34 %
Nonperforming assets as a % of                                        
   total assets (1)     0.37 %     0.38 %     0.31 %     0.30 %     0.30 %
Nonperforming assets as a % of                                        
   total loans plus other real                                        
   estate owned (1)     0.42 %     0.44 %     0.35 %     0.36 %     0.35 %
                                         

 

(1) Nonperforming loans/assets do not include performing TDRs.

 

The Company does not hold and has not made or invested in subprime loans or “Alt-A” type mortgages.

 

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PROVISION FOR LOAN AND LEASE LOSSES : The provision for loan and lease losses was $400 thousand and $2.1 million for the third quarters of 2017 and 2016, respectively. For the nine months ended September 30, 2017 and 2016 the provision for loan and lease losses was $4.2 million and $6.0 million, respectively. The amount of the loan loss provision and the level of the allowance for loan and lease losses are based upon several factors including Management’s evaluation of probable losses inherent in the portfolio, after consideration of appraised collateral values, financial condition and past credit history of the borrowers, as well as prevailing economic conditions. Commercial credits generally carry a higher risk profile compared to some of the other credits, which is reflected in Management’s determination of the proper level of the allowance for loan and lease losses.

 

The decrease in the provision for loan and lease losses to $400 thousand in the third quarter of 2017 was principally due to slower loan growth as well as loan sales of $78.8 million. The Company also shifted some of its growth to equipment financing which has a lower general reserve allocation than commercial mortgages and C&I loans.

 

The overall allowance for loan and lease losses was $35.9 million as of September 30, 2017, compared to $32.2 million at December 31, 2016. As a percentage of loans, the allowance for loan and lease losses was 0.98 percent as of September 30, 2017, and 0.97 percent as of December 31, 2016. The specific reserves on impaired loans were $831 thousand at September 30, 2017 compared to $824 thousand as of December 31, 2016. Total impaired loans were $25.0 million and $29.1 million as of September 30, 2017 and December 31, 2016, respectively. The general component of the allowance increased from $31.4 million at December 31, 2016 to $35.1 million at September 30, 2017, due principally to loan growth.

 

A summary of the allowance for loan and lease losses for the quarterly periods indicated follows:

 

    September 30,     June 30,     March 31,     December 31,     September 30, 30,  
(In thousands)   2017     2017     2017     2016     2016  
Allowance for loan and lease losses:                                        
   Beginning of period   $ 35,751     $ 33,610     $ 32,208     $ 30,616     $ 29,219  
   Provision for loan and lease losses     400       2,200       1,600       1,500       2,100  
   Charge-offs, net     (236 )     (59 )     (198 )     92       (703 )
   End of period   $ 35,915     $ 35,751     $ 33,610     $ 32,208     $ 30,616  
                                         
Allowance for loan and lease losses as a % of total loans     0.98 %     0.98 %     0.98 %     0.97 %     0.95 %
                                         
Allowance for loan and lease losses as a % of non-performing loans     233.72 %     228.54 %     292.41 %     285.94 %     282.44 %
                                         

 

INCOME TAXES: For the third quarter of 2017 and 2016 income tax expense as a percentage of pre-tax income was 38.0 percent and 38.3 percent, respectively. For the nine months ended September 30, 2017 and 2016 income tax expense as a percentage of pre-tax income was 36.3 percent and 38.1 percent, respectively. During the nine months ended September 30, 2017, the Company adopted ASU 2016-9, “Compensation – Stock Compensation, Improvements to Employee Share-Based Payment Accounting”. As a result of this adoption, the Company recorded an income tax benefit of $662 thousand in the first quarter of 2017. The reduction in our effective tax rate for the nine months ended September 30, 2017 was primarily due to the adoption of ASU 2016-9.

CAPITAL RESOURCES: A solid capital base provides the Company with the ability to support future growth and financial strength and is essential to executing the Company’s Strategic Plan – “Expanding Our Reach.” The Company’s capital strategy is intended to provide stability to expand its businesses, even in stressed environments. Quarterly stress testing is integral to the Company’s capital management process.

 

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The Company strives to maintain capital levels in excess of internal “triggers” and in excess of those considered to be well capitalized under regulatory guidelines applicable to banks. Maintaining an adequate capital position supports the Company’s goal of providing shareholders an attractive and stable long-term return on investment.

 

Capital for the nine months ended September 30, 2017 was benefitted by net income of $26.1 million and by $26.1 million of voluntary share purchases by our shareholders under the Dividend Reinvestment Plan.

 

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of Total, Common Equity Tier 1 and Tier 1 capital (each as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital (as defined) to average assets (as defined). At September 30, 2017 and December 31, 2016, all of the Bank’s capital ratios remain above the levels required to be considered “well capitalized” and the Company’s capital ratios remain above regulatory requirements.

 

To be categorized as well capitalized, the Bank must maintain minimum total risk-based, Tier I risk-based, common equity Tier I and Tier I leverage ratios as set forth in the table.

 

The Bank’s actual regulatory capital amounts and ratios are presented in the following table:

          To Be Well           For Capital  
          Capitalized Under     For Capital     Adequacy Purposes  
          Prompt Corrective     Adequacy     Including Capital  
    Actual     Action Provisions     Purposes     Conservation Buffer (A)  
(Dollars in thousands)   Amount     Ratio     Amount     Ratio     Amount     Ratio     Amount     Ratio  
As of September 30, 2017:                                                
  Total capital                                                                
  (to risk-weighted assets)   $ 437,903       12.92 %   $ 338,856       10.00 %   $ 271,085       8.00 % $   313,442       9.250 %
                                                                 
  Tier I capital                                                                
  (to risk-weighted assets)     401,987       11.86       271,085       8.00       203,313       6.00       245,670       7.250  
                                                                 
  Common equity tier I                                                                
  (to risk-weighted assets)     401,985       11.86       220,256       6.50       152,485       4.50       194,842       5.750  
                                                                 
  Tier I capital                                                                
  (to average assets)     401,987       9.63       208,819       5.00       167,055       4.00       167,055       4.00  
                                                                 
As of December 31, 2016:                                                                
  Total capital                                                                
  (to risk-weighted assets)   $ 392,305       12.87 %   $ 304,758       10.00 %   $ 243,806       8.00 %     262,854       8.625 %
                                                                 
  Tier I capital                                                                
  (to risk-weighted assets)     360,097       11.82       243,806       8.00       182,855       6.00       201,902       6.625  
                                                                 
  Common equity tier I                                                                
  (to risk-weighted assets)     360,094       11.82       198,093       6.50       137,141       4.50       156,188       5.125  
                                                                 
  Tier I capital                                                                
  (to average assets)     360,097       9.31       193,430       5.00       154,744       4.00       154,744       4.00  

 

(A) See footnote on following table

   

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The Company’s actual regulatory capital amounts and ratios are presented in the following table:

          To Be Well         For Capital  
          Capitalized Under   For Capital     Adequacy Purposes  
          Prompt Corrective   Adequacy     Including Capital  
    Actual     Action Provisions   Purposes     Conservation Buffer (A)  
(Dollars in thousands)   Amount     Ratio     Amount   Ratio     Amount     Ratio     Amount     Ratio  
As of September 30, 2017:                                              
  Total capital                                                            
  (to risk-weighted assets)   $ 450,077       13.28 % $ N/A     N/A %   $ 271,085       8.00 % $ 313,442       9.250 %
                                                             
  Tier I capital                                                            
  (to risk-weighted assets)     365,299       10.78     N/A     N/A       203,314       6.00       245,671       7.250  
                                                             
  Common equity tier I                                                            
  (to risk-weighted assets)     365,297       10.78     N/A     N/A       152,485       4.50       194,842       5.750  
                                                             
  Tier I capital                                                            
  (to average assets)     365,299       8.75     N/A     N/A       167,076       4.00       167,076       4.00  
                                                             
As of December 31, 2016:                                                            
  Total capital                                                            
  (to risk-weighted assets)   $ 404,017       13.25 % $ N/A     N/A %   $ 243,910       8.00 %     262,966       8.625 %
                                                             
  Tier I capital                                                            
  (to risk-weighted assets)     323,045       10.60     N/A     N/A       182,933       6.00       201,988       6.625  
                                                             
  Common equity tier I                                                            
  (to risk-weighted assets)     323,042       10.60     N/A     N/A       137,200       4.50       156,255       5.125  
                                                             
  Tier I capital                                                            
  (to average assets)     323,045       8.35     N/A     N/A       154,788       4.00       154,788       4.00  

 

(A)

When fully phased in on January 1, 2019, the Basel Rules will require the Company and the Bank to maintain a 2.5% “capital conservation buffer” on top of the minimum risk-weighted asset ratios. The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of (i) CET1 to risk-weighted assets, (ii) Tier 1 capital to risk-weighted assets or (iii) total capital to risk-weighted assets above the respective minimum but below the capital conservation buffer will face constraints on dividends, equity repurchases and discretionary bonus payments to executive officers based on the amount of the shortfall. The implementation of the capital conservation buffer began on January 1, 2016 at the 0.625% level and will increase by 0.625% on each subsequent January 1, until it reaches 2.5% on January 1, 2019.

 

The Company’s regulatory total risk based capital ratio beginning June 30, 2016 was benefitted by the $49 million (net) subordinated debt issuance that closed in June 2016. At that time, the Company down-streamed approximately $40 million of those proceeds to the Bank as capital, benefitting all the Bank’s regulatory capital ratios.

The Dividend Reinvestment Plan of Peapack-Gladstone Financial Corporation, or the “Reinvestment Plan,” allows shareholders of the Company to purchase additional shares of common stock using cash dividends without payment of any brokerage commissions or other charges. Shareholders may also make voluntary cash payments of up to $200 thousand per quarter to purchase additional shares of common stock. The Reinvestment Plan provided $26.1 million of capital to the Company in the first nine months of 2017 and we anticipate this program will provide a continuing source of capital.

 

The Company filed a shelf registration statement with the SEC in December 2016 that allows the Company to periodically offer and sell in one or more offerings, individually or in any combination, common stock, preferred stock and other non-equity securities not to exceed $100.0 million. The shelf registration provides the Company with flexibility in issuing capital instruments and more readily accessing the capital markets as needed to pursue future growth opportunities and ensure continued compliance with regulatory capital requirements.

As previously announced, on October 26, 2017, the Board of Directors declared a regular cash dividend of $0.05 per share payable on November 24, 2017 to shareholders of record on November 9, 2017.

66  

Index  

 

Management believes the Company’s capital position and capital ratios are adequate. Further, Management believes the Company has sufficient common equity to support its planned growth and expansion for the immediate future. The Company continually assesses other potential sources of capital to support future growth.

LIQUIDITY: Liquidity refers to an institution’s ability to meet short-term requirements including funding of loans, deposit withdrawals and maturing obligations, as well as long-term obligations, including potential capital expenditures. The Company’s liquidity risk management is intended to ensure the Company has adequate funding and liquidity to support its assets across a range of market environments and conditions, including stressed conditions. Principal sources of liquidity include cash, temporary investments, securities available for sale, customer deposit inflows, loan and securities repayments and secured borrowings. Other liquidity sources include loan sales and loan participations.

 

Management actively monitors and manages the Company’s liquidity position and believes it is sufficient to meet future needs. Cash and cash equivalents, including federal funds sold and interest-earning deposits, totaled $93.3 million at September 30, 2017. In addition, the Company had $315.1 million in securities designated as available for sale at September 30, 2017. These securities can be sold, or used as collateral for borrowings, in response to liquidity concerns. Securities available for sale with a fair value of $177.3 million as of September 30, 2017 were pledged to secure public funds and for other purposes required or permitted by law. In addition, the Company generates significant liquidity from scheduled and unscheduled principal repayments of loans and mortgage-backed securities.

 

A further source of liquidity is borrowing capacity. At September 30, 2017, unused borrowing commitments totaled $1.2 billion from the FHLB and $732 million from the FRB.

 

During the September 2017 quarter loans increased $2.7 million. Customer deposits grew $86.4 million, net (principally interest-bearing checking) capital increased $23.1 million, cash and cash equivalents were flat, and other borrowings declined $95.9 million.

Brokered interest-bearing demand (“overnight”) deposits were $180.0 million at September 30, 2017 and June 30, 2017. The interest rate paid on these deposits allows the Bank to fund at attractive rates and engage in interest rate swaps to hedge its asset-liability interest rate risk. The Company ensures ample available collateralized liquidity as a backup to these short-term brokered deposits.

From a liquidity/funding perspective, such brokered deposits are generally a more cost-effective alternative than other borrowings and do not require use of pledged collateral, as secured wholesale borrowings do. From a balance sheet management perspective, the rate paid on these short-term brokered deposits is used as the basis to transact longer term interest rate swaps, basically extending repricing generally to five years for asset matching / interest rate risk management purposes. As of September 30, 2017, the Company has transacted pay fixed, receive floating interest rate swaps totaling $180.0 million in notional amount.

 

The Company has a Board-approved Contingency Funding Plan in place. This plan provides a framework for managing adverse liquidity stress and contingent sources of liquidity. The Company conducts liquidity stress testing on a regular basis to ensure sufficient liquidity in a stressed environment.

 

Management believes the Company’s liquidity position and sources are adequate.

 

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ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

 

ASSET/LIABILITY MANAGEMENT : The Company’s Asset/Liability Committee (ALCO) is responsible for developing, implementing and monitoring asset/liability management strategies and advising the Board of Directors on such strategies, as well as the related level of interest rate risk. In this regard, interest rate risk simulation models are prepared on a quarterly basis. These models have the ability to demonstrate balance sheet gaps and predict changes to net interest income and economic/market value of portfolio equity under various interest rate scenarios. In addition, these models, as well as ALCO processes and reporting, are subject to annual independent third-party review.

 

ALCO is generally authorized to manage interest rate risk through the management of capital, cash flows and duration of assets and liabilities, including sales and purchases of assets, as well as additions of wholesale borrowings and other sources of medium/longer term funding. ALCO is authorized to engage in interest rate swaps as a means of extending the duration of shorter term liabilities.

 

The following strategies are among those used to manage interest rate risk:

 

· Actively market commercial type loan originations that tend to have adjustable rate features or shorter terms, and/or that generate customer relationships that can result in higher core deposit accounts;
· Manage residential mortgage portfolio originations to adjustable-rate and/or shorter-term and/or “relationship” loans that result in core deposit relationships;
· Actively market core deposit relationships, which are generally longer duration liabilities;
· Utilize medium to longer term certificates of deposit and/or wholesale borrowings to extend liability duration;
· Utilize interest rate swaps to extend liability duration;
· Utilize a loan level / back to back interest rate swap program, which converts a borrower’s fixed rate loan to adjustable rate for the Company;
· Closely monitor and actively manage the investment portfolio, including management of duration, prepayment and interest rate risk;
· Maintain adequate levels of capital; and
· Utilize loan sales and/or loan participations.

 

The interest rate swap program is administered by ALCO and follows procedures and documentation in accordance with regulatory guidance and standards as set forth in ASC 815 for cash flow hedges. The program incorporates pre-purchase analysis, liability designation, sensitivity analysis, correlation analysis, daily mark-to-market analysis and collateral posting as required. The Board is advised of all swap activity. In all of these swaps, the Company is receiving floating and paying fixed interest rates with total notional value of $180.0 million as of September 30, 2017.

In addition, during the third quarter of 2015, the Company initiated a loan level / back-to-back swap program in support of its commercial lending business. Pursuant to this program, the Company extends a floating rate loan and executes a floating to fixed swap with the borrower. At the same time, the Company executes a third party swap, the terms of which fully offset the fixed exposure and, result in a final floating rate exposure for the Company. As of September 30, 2017, $315.7 million of notional value in swaps were executed and outstanding with borrowers under this program.

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As noted above, ALCO uses simulation modeling to analyze the Company’s net interest income sensitivity, as well as the Company’s economic value of portfolio equity under various interest rate scenarios. The model is based on the actual maturity and repricing characteristics of rate sensitive assets and liabilities. The model incorporates certain loan prepayment, deposit beta and decay, and interest rate assumptions, which management believes to be reasonable as of September 30, 2017. The model assumes changes in interest rates without any proactive change in the balance sheet by management. In the model, the forecasted shape of the yield curve remained static as of September 30, 2017.

In an immediate and sustained 200 basis point increase in market rates at September 30, 2017, net interest income for year 1 would increase approximately 4.4 percent, when compared to a flat interest rate scenario. In year 2 this sensitivity improves to an increase of 7.5 percent, when compared to a flat interest rate scenario.

In an immediate and sustained 100 basis point decrease in market rates at September 30, 2017, net interest income would decline approximately 5.9 percent for year 1 and 7.8 percent for year 2, compared to a flat interest rate scenario.

The table below shows the estimated changes in the Company’s economic value of portfolio equity (“EVPE”) that would result from an immediate parallel change in the market interest rates at September 30, 2017.

    Estimated Increase/     EVPE as a Percentage of  
(Dollars in thousands)   Decrease in EVPE     Present Value of Assets (2)  
Change In                              
Interest                              
Rates   Estimated                 EVPE     Increase/(Decrease)  
(Basis Points)   EVPE (1)     Amount     Percent     Ratio (3)     (basis points)  
+200   $523,471     $3,397     0.65%     13.17%     64  
+100     528,914       8,840       1.70       13.01       48  
Flat interest rates     520,074                   12.53        
-100     496,355       (23,719 )     (4.56 )     11.74       (79 )

 

(1) EVPE is the discounted present value of expected cash flows from assets and liabilities.
(2) Present value of assets represents the discounted present value of incoming cash flows on interest-earning assets.
(3) EVPE ratio represents EVPE divided by the present value of assets.

 

Certain shortcomings are inherent in the methodologies used in determining interest rate risk. Simulation modeling requires making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the modeling assumes that the composition of our interest-sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. Accordingly, although the information provides an indication of our interest rate risk exposure at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on our net interest income and will differ from actual results.

Model simulation results indicate the Company is slightly asset sensitive, which indicates the Company’s net interest income should improve slightly in a rising rate environment. Management believes the Company’s interest rate risk position is reasonable.

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ITEM 4. Controls and Procedures

 

The Corporation’s Management, with the participation of its Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Corporation’s disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, the Corporation’s Chief Executive Officer and Chief Financial Officer have concluded that the Corporation’s disclosure controls and procedures are effective as of the end of the period covered by this Quarterly Report on Form 10-Q.

 

The Corporation’s Chief Executive Officer and Chief Financial Officer have also concluded that there have not been any changes in the Corporation’s internal control over financial reporting during the quarter ended September 30, 2017 that have materially affected, or are reasonable likely to materially affect, the Corporation’s internal control over financial reporting.

 

The Corporation’s Management, including the CEO and CFO, does not expect that our disclosure controls and procedures of our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, provides reasonable, not absolute, assurance that the objectives of the control system are met. The design of a control system reflects resource constraints; the benefits of controls must be considered relative to their costs. Because there are inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Corporation have been or will be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns occur because of simple error or mistake. Controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by Management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any design will succeed in achieving its stated goals under all future conditions; over time, control may become inadequate because of changes in conditions or deterioration in the degree of compliance with the policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

 

In the normal course of its business, lawsuits and claims may be brought against the Company and its subsidiaries. There is no currently pending or threatened litigation or proceedings against the Company or its subsidiaries, which if adversely decided, we believe would have a material adverse effect on the Company.

 

ITEM 1A. Risk Factors

 

There were no material changes in the Corporation’s risk factors during the three months ended September 30, 2017 from the risk factors disclosed in Part I, Item 1A of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2016.

 

 

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ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

There were no repurchases or unregistered sales of the Corporation’s stock during the quarter.

 

ITEM 3. Defaults Upon Senior Securities

 

None.

 

ITEM 4. Mine Safety Disclosures

 

Not applicable.

 

ITEM 5. Other Information

 

None.

 

ITEM 6. Exhibits

 

3 Articles of Incorporation and By-Laws:
  A.    Certificate of Incorporation of the Registrant, as amended, incorporated herein by reference to Exhibit 3 of the Registrant’s Quarterly Report on Form 10-Q filed on November 9, 2009 (File No. 001-16197) .
  B.    By-Laws of the Registrant, incorporated herein by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on January 26, 2015 (File No. 001-16197).
   
10.   Material Contracts:
  A.    “Deferred Compensation Retention Award Plan” dated August 4, 2017, by and between Peapack-Gladstone Bank and Douglas L. Kennedy, filed herewith.
  B.    “Deferred Compensation Retention Award Plan” dated August 4, 2017, by and between Peapack-Gladstone Bank and Finn M.W. Caspersen, Jr., filed herewith.
  C.    “Deferred Compensation Retention Award Plan” dated August 4, 2017, by and between Peapack-Gladstone Bank and John P. Babcock, filed herewith.
  D.    “Deferred Compensation Retention Award Plan” dated August 4, 2017, by and between Peapack-Gladstone Bank and Jeffrey J. Carfora, filed herewith
   
31.1 Certification of Douglas L. Kennedy, Chief Executive Officer of the Corporation, pursuant to Securities Exchange Act Rule 13a-14(a).
   
31.2 Certification of Jeffrey J. Carfora, Chief Financial Officer of the Corporation, pursuant to Securities Exchange Act Rule 13a-14(a).
   
32 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Douglas L. Kennedy, Chief Executive Officer of the Corporation and Jeffrey J. Carfora, Chief Financial Officer of the Corporation.
   
101 Interactive Data File

 

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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 thereunto duly authorized.

 

  PEAPACK-GLADSTONE FINANCIAL CORPORATION
  (Registrant)
   
   
DATE:  November 8, 2017 By:  /s/ Douglas L. Kennedy
  Douglas L. Kennedy
  President and Chief Executive Officer
   
   
DATE:  November 8, 2017 By:  /s/ Jeffrey J. Carfora
  Jeffrey J. Carfora
  Senior Executive Vice President, Chief Financial Officer
  (Principal Financial Officer)
   
DATE:  November 8, 2017 By:  /s/ Francesco S. Rossi
  Francesco S. Rossi, Chief Accounting Officer
  (Principal Accounting Officer)

 

 

72  

 

 

Exhibit (A)

DEFERRED COMPENSATION AGREEMENT

THIS DEFERRED COMPENSATION AGREEMENT (this “Agreement”), adopted this 4 th day of August, 2017, by and between Peapack-Gladstone Bank located in Bedminster, New Jersey (the “Employer”), and Douglas L. Kennedy (the “Executive”), formalizes the agreements and understanding between the Employer and the Executive.

WITNESSETH :

WHEREAS, the Executive is employed by the Employer;

WHEREAS, the Employer recognizes the valuable services the Executive has performed for the Employer and wishes to further encourage the Executive’s retention and continued employment;

WHEREAS, the Employer and the Executive intend this Agreement shall at all times be administered and interpreted in compliance with Code Section 409A; and

WHEREAS, the Employer intends this Agreement shall at all times be administered and interpreted in such a manner as to constitute an unfunded nonqualified deferred compensation arrangement, maintained primarily to provide supplemental benefits for the Executive, in order to encourage retention and continued employment of said Executive;

WHEREAS, the Employer wishes to provide the terms and conditions upon which the Employer shall pay additional benefits to the Executive, to encourage retention and continued employment; NOW THEREFORE, in consideration of the premises and of the mutual promises herein contained, the Employer and the Executive agree as follows:

ARTICLE 1

DEFINITIONS

For the purpose of this Agreement, the following phrases or terms shall have the indicated meanings:

1.1        “Administrator” means the Board or its designee.

1.2        “Affiliate” means any business entity with whom the Employer would be considered a single employer under Section 414(b) and 414(c) of the Code. Such term shall be interpreted in a manner consistent with the definition of “service recipient” contained in Code Section 409A.

1.3        “Beneficiary” means the person or persons designated in writing by the Executive to receive benefits hereunder in the event of the Executive’s death.

1.4         “Board” means the Board of Directors of the Employer.

 

 

1.5        “Cause” means any of the following acts or circumstances: gross negligence or gross neglect of duties to the Employer; conviction of a felony or of a gross misdemeanor involving moral turpitude in connection with the Executive’s employment with the Employer; or fraud, disloyalty, dishonesty or willful violation of any law or significant Employer policy committed in connection with the Executive's employment and resulting in a material adverse effect on the Employer.

1.6        “Change in Control” means a change in the ownership or effective control of the Employer, or in the ownership of a substantial portion of the assets of the Employer, as such change is defined in Code Section 409A and regulations thereunder.

1.7        “Claimant” means a person who believes that he or she is being denied a benefit to which he or she is entitled hereunder.

1.8        “Code” means the Internal Revenue Code of 1986, as amended.

1.9        “Contribution” means the amount the Employer credits to the Deferral Account according to the provisions of Article 2.

1.10        “Crediting Rate” means the average Wall Street Journal prime rate on the last day of the prior quarter (March 31 prime rate for the June 30 quarter), provided that such rate shall not be more than seven and one-half percent (7.5%).

1.11        “Disability” means a condition of the Executive whereby the Executive either: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Employer. The Administrator will determine whether the Executive has incurred a Disability based on its own good faith determination and may require the Executive to submit to reasonable physical and mental examinations for this purpose. The Executive will also be deemed to have incurred a Disability if determined to be totally disabled by the Social Security Administration or in accordance with a disability insurance program, provided that the definition of disability applied under such disability insurance program complies with the initial sentence of this Section.

1.12        “Early Involuntary Termination” means a Separation from Service prior to Normal Benefit Date which (i) is a Termination for Good Reason or (ii) occurs other than at the Executive’s request and for reasons other than Cause or Disability or (iii) occurs more than twenty-four (24) months following a Change in Control.

1.13        “Early Voluntary Termination” means that the Executive, prior to Normal Benefit Date, experiences a Separation from Service for reasons other than Cause, Disability or Early Involuntary Termination, or following a Change in Control.

 

 

1.14        “Effective Date” means August 4, 2017.

1.15        “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

1.16        “Holding Company” means Peapack-Gladstone Financial Corporation, the Employer’s parent company.

1.17        “Normal Benefit Date” means June 30, 2022.

1.18        “Separation from Service” means a termination of the Executive’s employment with the Employer and its Affiliates for reasons other than death or Disability. A Separation from Service may occur as of a specified date for purposes of the Agreement even if the Executive continues to provide some services for the Employer or its Affiliates after that date, provided that the facts and circumstances indicate that the Employer and the Executive reasonably anticipated at that date that either no further services would be performed after that date, or that the level of bona fide services the Executive would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed over the immediately preceding thirty-six (36) month period (or the full period during which the Executive performed services for the Employer, if that is less than thirty-six (36) months). A Separation from Service will not be deemed to have occurred while the Executive is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six (6) months or, if longer, the period for which a statute or contract provides the Executive with the right to reemployment with the Employer. If the Executive’s leave exceeds six (6) months but the Executive is not entitled to reemployment under a statute or contract, the Executive incurs a Separation of Service on the next day following the expiration of such six (6) month period. In determining whether a Separation of Service occurs the Administrator shall take into account, among other things, the definition of “service recipient” and “employer” set forth in Treasury regulation §1.409A-1(h)(3). The Administrator shall have full and final authority, to determine conclusively whether a Separation from Service occurs, and the date of such Separation from Service.

1.19        “Specified Employee” means an individual that satisfies the definition of a “key employee” of the Employer as such term is defined in Code §416(i) (without regard to Code §416(i)(5)), provided that the stock of the Employer is publicly traded on an established securities market or otherwise, as defined in Code §1.897-1(m). If the Executive is a key employee at any time during the twelve (12) months ending on December 31, the Executive is a Specified Employee for the twelve (12) month period commencing on the first day of the following April.

1.20        “Termination for Good Reason” means Separation from Service after the occurrence of one or more of the following circumstances without the Executive’s consent:

(i)        a material reduction in the Executive’s base compensation;

 

 

(ii)        an involuntary relocation of the Executive’s principal place of business to a location that is more than 50 miles from the Executive’s workplace as of the date hereof;

(iii)       the assignment of the Executive to any duties which are fundamentally and significantly inconsistent with the Executive’s duties with the Employer as of the date hereof or a fundamental and substantial reduction of the Executive’s duties or responsibilities;

provided, however, that prior to any Termination for Good Reason, the Executive must first provide written notice to the Employer within sixty (60) days of the initial existence of the condition, describing the existence of such condition, and the Employer shall thereafter have the right to remedy the condition within thirty (30) days of the date the Employer received the written notice from the Executive. If the Employer remedies the condition within such thirty (30) day cure period, then no good reason shall be deemed to exist with respect to such condition. If the Employer does not remedy the condition within such thirty (30) day cure period, then the Executive may deliver a notice of Termination for Good Reason at any time within sixty (60) days following the expiration of such cure period.

Article 2

CONTRIBUTIONS

The Employer has targeted annual Contributions of Two Hundred Thousand Dollars ($200,000) on the Executive’s behalf for five (5) years. The Employer intends to make quarterly Contributions of Fifty Thousand Dollars ($50,000) toward this annual total as of the first day of each calendar quarter (except that the first quarterly payment will commence on the Effective Date), provided that the Executive is employed on such date and the Employer generated a minimum earnings per share equal to at least sixty percent (60%) of budgeted earnings per share (to be adjusted for any stock dividends or splits) for the previous publicly reported 12 month period (i.e. 12 months ended March 31, 2017 for the July 1, 2017 contribution).

Article 3

dEFERRAL ACCOUNT

3.1        Establishing and Crediting of Deferral Account . The Employer shall establish a Deferral Account on its books for the Executive and shall credit to the Deferral Account the following amounts:

(a)       Any Contributions under Article 2 hereof; and

(b)       Interest as follows:

(i)       on the last day of each quarter until the earliest of Separation from Service, Disability or the Executive’s death, interest shall be credited on the Deferral Account balance at an annual rate equal to the Crediting Rate.

 

 

(ii)       on the last day of each quarter after Separation from Service, Disability or the Executive’s death, interest shall be credited on the Deferral Account balance at an annual rate equal to the Crediting Rate.

3.2        Recordkeeping Device Only . The Deferral Account is solely a device for measuring amounts to be paid under this Agreement and is not a trust fund of any kind.

ARTICLE 4

VESTING

 

Executive will vest in his Deferral Account balance one-third each year over the first three years based on a quarterly vesting of 8.3325% at each quarter end beginning September 30, 2017 until fully vested(i.e. on September 30, 2017 Executive would be 8.3325% vested in the accumulated account balance (including interest) and on September 30, 2018 Executive would be 33 1/3 percent vested in the accumulated account balance (including interest)).

 

ARTICLE 5

PAYMENT OF BENEFITS

5.1        Normal Benefit . Upon Separation from Service after Normal Benefit Date, the Employer shall pay the Executive the Deferral Account balance calculated at Separation from Service. This benefit shall be paid in quarterly installments between 2 years and 10 years, at the selection of the Executive, and shall commence the first day of the immediately subsequent quarter following Separation from Service. During the payment period, interest shall be credited on the unpaid portion of the Deferral Account balance as described in Section 3.1(b)(ii). The quarterly payments shall be amortized in such a way so as to produce equal payments over the remaining payment period.  This will require quarterly reamortization for changes in the Crediting Rate.

5.2        Early Voluntary Termination Benefit . If Early Voluntary Termination occurs, the Employer shall pay the Executive the vested portion of the Deferral Account balance. This benefit shall be paid in quarterly installments between 2 years and 10 years, at the selection of the Executive, and shall commence the first day of the immediately subsequent quarter following Separation from Service. During the payment period, interest shall be credited on the unpaid portion of the Deferral Account balance as described in Section 3.1(b)(ii). The quarterly payments shall be amortized in such a way so as to produce equal payments over the remaining payment period.  This will require quarterly reamortization for changes in the Crediting Rate.

5.3        Early Involuntary Termination Benefit . If Early Involuntary Termination occurs, the Employer shall pay the Executive the Deferral Account balance at Separation from Service, plus an additional amount equal to the Contributions remaining to be made in accordance with Article 2. This benefit shall be paid in quarterly installments between 2 years and 10 years, at the selection of the Executive, and shall commence the first day of the immediately subsequent quarter following Separation from Service. During the

 

 

payment period, interest shall be credited on the unpaid portion of the benefit as described in Section 3.1(b)(ii). The quarterly payments shall be amortized in such a way so as to produce equal payments over the remaining payment period.  This will require quarterly reamortization for changes in the Crediting Rate.

5.4        Disability Benefit . If the Executive experiences a Disability p rior to Separation from Service and Normal Benefit Date, the Employer shall pay the Executive the Deferral Account balance at Disability, plus an additional amount equal to the Contributions remaining to be made in accordance with Article 2. This benefit shall be paid in quarterly installments between 2 years and 10 years, at the selection of the Executive, and shall commence the first day of the immediately subsequent quarter following Disability. During the payment period, interest shall be credited on the unpaid portion of the benefit as described in Section 3.1(b)(ii). The quarterly payments shall be amortized in such a way so as to produce equal payments over the remaining payment period.  This will require quarterly reamortization for changes in the Crediting Rate.

5.5        Change in Control Benefit . If a Change in Control occurs, followed within twenty-four (24) months by a Separation from Service prior to Normal Benefit Date, the Employer shall pay the Executive the Deferral Account balance at Separation from Service, plus an additional amount equal to the Contributions remaining to be made in accordance with Article 2 provided, however, that no earnings per share requirement shall apply. This benefit shall be paid in a lump sum or in quarterly installments up to 10 years, at the selection of the Executive, and shall commence the first day of the immediately subsequent quarter following Separation from Service. During the payment period, interest shall be credited on the unpaid portion of the benefit as described in Section 3.1(b)(ii). The quarterly payments shall be amortized in such a way so as to produce equal payments over the remaining payment period.  This will require quarterly reamortization for changes in the Crediting Rate.

5.6        Death Prior to Separation from Service and Disability . In the event the Executive dies prior to Separation from Service and Disability, the Employer shall pay the Beneficiary the Deferral Account balance as of the date of the Executive’s death, plus an additional amount equal to the Contributions remaining to be made in accordance with Article 2. This benefit shall be paid in a lump sum or in quarterly installments up to 10 years, at the selection of the Executive, and shall commence the first day of the immediately subsequent quarter following the Executive’s death. During the payment period, interest shall be credited on the unpaid portion of the benefit as described in Section 3.1(b)(ii). The quarterly payments shall be amortized in such a way so as to produce equal payments over the remaining payment period.  This will require quarterly reamortization for changes in the Crediting Rate.

5.7        One Benefit Only . The Executive and Beneficiary are entitled to a benefit under only one of Sections 4.1 through 4.6 of this Agreement, which shall be determined by the first event to occur that causes a benefit to be paid under this Agreement. The subsequent occurrence of other events shall not entitle the Executive or Beneficiary to other or additional benefits hereunder.

 

 

5.8        Death Subsequent to Commencement of Benefit Payments . In the event the Executive dies while receiving payments, but prior to receiving all payments due and owing hereunder, the Employer shall pay the Beneficiary the same amounts at the same times as the Employer would have paid the Executive, had the Executive survived.

5.9        Termination for Cause . If the Employer terminates the Executive’s employment for Cause or if the Executive takes any of the actions described in Section 9.10(i), (ii), (iii), (iv) or (v), then the Executive shall forfeit all unpaid benefits hereunder.

5.10        Restriction on Commencement of Distributions .  Notwithstanding any provision of this Agreement to the contrary, if the Executive is considered a Specified Employee at the time of Separation from Service, the provisions of this Section shall govern all distributions hereunder. Distributions which would otherwise be made to the Executive due to Separation from Service shall not be made during the first six (6) months following Separation from Service. Rather, any distribution which would otherwise be paid to the Executive during such period shall be accumulated and paid to the Executive in a lump sum on the first day of the seventh month following Separation from Service, or if earlier, upon the Executive’s death. All subsequent distributions shall be paid as they would have had this Section not applied.

5.11        Acceleration of Payments . Except as specifically permitted herein, no acceleration of the time or schedule of any payment may be made hereunder. Notwithstanding the foregoing, payments may be accelerated, in accordance with the provisions of Treasury Regulation §1.409A-3(j)(4) in the following circumstances: (i) as a result of certain domestic relations orders; (ii) in compliance with ethics agreements with the federal government; (iii) in compliance with the ethics laws or conflicts of interest laws; (iv) in limited cashouts (but not in excess of the limit under Code §402(g)(1)(B)); (v) to pay employment-related taxes; or (vi) to pay any taxes that may become due at any time that the Agreement fails to meet the requirements of Code Section 409A.

5.12        Delays in Payment by Employer . A payment may be delayed to a date after the designated payment date under any of the circumstances described below, and the provision will not fail to meet the requirements of establishing a permissible payment event. The delay in the payment will not constitute a subsequent deferral election, so long as the Employer treats all payments to similarly situated Participants on a reasonably consistent basis.

(a)        Payments subject to Code Section 162(m) . If the Employer reasonably anticipates that the Employer’s deduction with respect to any distribution under this Agreement would be limited or eliminated by application of Code Section 162(m), then to the extent deemed necessary by the Employer to ensure that the entire amount of any distribution from this Agreement is deductible, the Employer may delay payment of any amount that would otherwise be distributed under this Agreement. The delayed amounts shall be distributed to the Executive (or the Beneficiary in the event of the Executive’s death) at the earliest date the Employer reasonably anticipates that the deduction of the payment of the amount will not be limited or eliminated by application of Code Section 162(m).

 

 

(b)        Payments that would violate Federal securities laws or other applicable law . A payment may be delayed where the Employer reasonably anticipates that the making of the payment will violate Federal securities laws or other applicable law provided that the payment is made at the earliest date at which the Employer reasonably anticipates that the making of the payment will not cause such violation. The making of a payment that would cause inclusion in gross income or the application of any penalty provision of the Internal Revenue Code is not treated as a violation of law.

(c)        Solvency . Notwithstanding the above, a payment may be delayed where the payment would jeopardize the ability of the Employer to continue as a going concern.

5.13        Treatment of Payment as Made on Designated Payment Date . Solely for purposes of determining compliance with Code Section 409A, any payment under this Agreement made after the required payment date shall be deemed made on the required payment date provided that such payment is made by the latest of: (i) the end of the calendar year in which the payment is due; (ii) the 15 th day of the third calendar month following the payment due date; (iii) if Employer cannot calculate the payment amount on account of administrative impracticality which is beyond the Executive’s control, the end of the first calendar year which payment calculation is practicable; and (iv) if Employer does not have sufficient funds to make the payment without jeopardizing the Employer’s solvency, in the first calendar year in which the Employer’s funds are sufficient to make the payment.

5.14        Facility of Payment . If a distribution is to be made to a minor, or to a person who is otherwise incompetent, then the Administrator may make such distribution: (i) to the legal guardian, or if none, to a parent of a minor payee with whom the payee maintains his or her residence; or (ii) to the conservator or administrator or, if none, to the person having custody of an incompetent payee. Any such distribution shall fully discharge the Employer and the Administrator from further liability on account thereof.

5.15        Excise Tax Limitation . Notwithstanding any provision of this Agreement to the contrary, if any benefit payment hereunder would be treated as an “excess parachute payment” under Code Section 280G, the Employer shall reduce such benefit payment to the extent necessary to avoid treating such benefit payment as an excess parachute payment. The Executive shall be entitled to only the reduced benefit and shall forfeit any amount over and above the reduced amount.

5.16        Changes in Form or Timing of Benefit Payments . The Employer and the Executive may, subject to the terms hereof, amend this Agreement to delay the timing or change the form of payments. Any such amendment:

(a)       must take effect not less than twelve (12) months after the amendment is made;

 

 

(b)       must, for benefits distributable due solely to the arrival of a specified date, or on account of Separation from Service or Change in Control, delay the commencement of distributions for a minimum of five (5) years from the date the first distribution was originally scheduled to be made;

(c)       must, for benefits distributable due solely to the arrival of a specified date, be made not less than twelve (12) months before distribution is scheduled to begin; and

(d)       may not accelerate the time or schedule of any distribution.

Article 6

Beneficiaries

6.1        Designation of Beneficiaries . The Executive may designate any person to receive any benefits payable under the Agreement upon the Executive’s death, and the designation may be changed from time to time by the Executive by filing a new designation. Each designation will revoke all prior designations by the Executive, shall be in the form prescribed by the Administrator and shall be effective only when filed in writing with the Administrator during the Executive’s lifetime. If the Executive names someone other than the Executive’s spouse as a Beneficiary, the Administrator may, in its sole discretion, determine that spousal consent is required to be provided in a form designated by the Administrator, executed by the Executive’s spouse and returned to the Administrator. The Executive’s beneficiary designation shall be deemed automatically revoked if the Beneficiary predeceases the Executive or if the Executive names a spouse as Beneficiary and the marriage is subsequently dissolved.

6.2        Absence of Beneficiary Designation . In the absence of a valid Beneficiary designation, or if, at the time any benefit payment is due to a Beneficiary, there is no living Beneficiary validly named by the Executive, the Employer shall pay the benefit payment to the Executive’s spouse. If the spouse is not living then the Employer shall pay the benefit payment to the Executive’s living descendants per stirpes , and if there are no living descendants, to the Executive’s estate. In determining the existence or identity of anyone entitled to a benefit payment, the Employer may rely conclusively upon information supplied by the Executive’s personal representative, executor, or administrator.

Article 7

ADMINISTRATION

7.1        Administrator Duties . The Administrator shall be responsible for the management, operation, and administration of the Agreement. When making a determination or calculation, the Administrator shall be entitled to rely on information furnished by the Employer, Executive or Beneficiary. No provision of this Agreement shall be construed as imposing on the Administrator any fiduciary duty under ERISA or other law, or any duty similar to any fiduciary duty under ERISA or other law.

 

 

7.2        Administrator Authority . The Administrator shall enforce this Agreement in accordance with its terms, shall be charged with the general administration of this Agreement, and shall have all powers necessary to accomplish its purposes.

7.3        Binding Effect of Decision . The decision or action of the Administrator with respect to any question arising out of or in connection with the administration, interpretation or application of this Agreement and the rules and regulations promulgated hereunder shall be final, conclusive and binding upon all persons having any interest in this Agreement.

7.4        Compensation, Expenses and Indemnity . The Administrator shall serve without compensation for services rendered hereunder. The Administrator is authorized at the expense of the Employer to employ such legal counsel and recordkeeper as it may deem advisable to assist in the performance of its duties hereunder. Expense and fees in connection with the administration of this Agreement shall be paid by the Employer.

7.5        Employer Information . The Employer shall supply full and timely information to the Administrator on all matters relating to the Executive’s compensation, death, Disability or Separation from Service, and such other information as the Administrator reasonably requires.

7.6        Termination of Participation . If the Administrator determines in good faith that the Executive no longer qualifies as a member of a select group of management or highly compensated employees, as determined in accordance with ERISA, the Administrator shall have the right, in its sole discretion, to prohibit any further crediting to the Deferral Account.

7.7        Compliance with Code Section 409A . The Employer and the Executive intend that the Agreement comply with the provisions of Code Section 409A to prevent the inclusion in gross income of any amounts deferred hereunder in a taxable year prior to the year in which amounts are actually paid to the Executive or Beneficiary. This Agreement shall be construed, administered and governed in a manner that affects such intent, and the Administrator shall not take any action that would be inconsistent therewith.

Article 8

Claims and Review Procedures

8.1        Claims Procedure . A Claimant who has not received benefits under this Agreement that he or she believes should be distributed shall make a claim for such benefits as follows.

(a)        Initiation – Written Claim . The Claimant initiates a claim by submitting to the Administrator a written claim for the benefits. If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within sixty (60) days after such notice was received by the Claimant. All other claims must be made within one hundred eighty (180) days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the Claimant.

 

 

(b)        Timing of Administrator Response . The Administrator shall respond to such Claimant within ninety (90) days after receiving the claim. If the Administrator determines that special circumstances require additional time for processing the claim, the Administrator can extend the response period by an additional ninety (90) days by notifying the Claimant in writing, prior to the end of the initial ninety (90) day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Administrator expects to render its decision.

(c)        Notice of Decision . If the Administrator denies part or all of the claim, the Administrator shall notify the Claimant in writing of such denial. The Administrator shall write the notification in a manner calculated to be understood by the Claimant. The notification shall set forth: (i) the specific reasons for the denial; (ii) a reference to the specific provisions of this Agreement on which the denial is based; (iii) a description of any additional information or material necessary for the Claimant to perfect the claim and an explanation of why it is needed; (iv) an explanation of this Agreement’s review procedures and the time limits applicable to such procedures; and (v) a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

8.2        Review Procedure . If the Administrator denies part or all of the claim, the Claimant shall have the opportunity for a full and fair review by the Administrator of the denial as follows.

(a)        Initiation – Written Request . To initiate the review, the Claimant, within sixty (60) days after receiving the Administrator’s notice of denial, must file with the Administrator a written request for review.

(b)        Additional Submissions – Information Access . The Claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Administrator shall also provide the Claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the Claimant’s claim for benefits.

(c)        Considerations on Review . In considering the review, the Administrator shall take into account all materials and information the Claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

(d)        Timing of Administrator Response . The Administrator shall respond in writing to such Claimant within sixty (60) days after receiving the request for review. If the Administrator determines that special circumstances require additional time for processing the claim, the Administrator can extend the response period by an additional sixty (60) days by notifying the Claimant in writing, prior to the end of the initial sixty (60) day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Administrator expects to render its decision.

 

 

(e)        Notice of Decision . The Administrator shall notify the Claimant in writing of its decision on review. The Administrator shall write the notification in a manner calculated to be understood by the Claimant. The notification shall set forth: (a) the specific reasons for the denial; (b) a reference to the specific provisions of this Agreement on which the denial is based; (c) a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the Claimant’s claim for benefits; and (d) a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a).

ARTICLE 9

AMENDMENT AND TERMINATION

9.1        Agreement Amendment Generally . Except as provided in Section 8.2, this Agreement may be amended only by a written agreement signed by both the Employer and the Executive.

9.2        Amendment to Insure Proper Characterization of Agreement . Notwithstanding anything in this Agreement to the contrary, the Agreement may be amended by the Employer at any time, if found necessary in the opinion of the Employer, i) to ensure that the Agreement is characterized as plan of deferred compensation maintained for a select group of management or highly compensated employees as described under ERISA, ii) to conform the Agreement to the requirements of any applicable law or iii) to comply with the written instructions of the Employer’s auditors or banking regulators.

9.3        Agreement Termination Generally . Except as provided in Section 8.4, this Agreement may be terminated only by a written agreement signed by the Employer and the Executive. Such termination shall not cause a distribution of benefits under this Agreement. Rather, upon such termination benefit distributions will be made at the earliest distribution event permitted under Article 5.

9.4        Effect of Complete Termination . Notwithstanding anything to the contrary in Section 8.3, and subject to the requirements of Code Section 409A and Treasury Regulations §1.409A-3(j)(4)(ix), the Employer may completely terminate and liquidate the Agreement in accordance with subsections (a), (b) or (c) below. In the event of such a complete termination in accordance with subsection (a), the Employer shall pay the Executive the Deferral Account balance. In the event of such a complete termination in accordance with subsection (b) or (c), the Employer shall pay the Executive the Deferral Account balance, plus an additional amount equal to the Contributions remaining to be made in accordance with Article 2 provided, however, that no earnings per share requirement shall apply. In any event, such complete termination of the Agreement shall occur only under the following circumstances and conditions.

 

 

(a)        Corporate Dissolution or Bankruptcy . The Employer may terminate and liquidate this Agreement within twelve (12) months of a corporate dissolution taxed under Code Section 331, or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that all benefits paid under the Agreement are included in the Executive’s gross income in the latest of: (i) the calendar year which the termination occurs; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable.

(b)        Change in Control . The Employer may terminate and liquidate this Agreement by taking irrevocable action to terminate and liquidate within the thirty (30) days preceding or the twelve (12) months following a Change in Control. This Agreement will then be treated as terminated only if all substantially similar arrangements sponsored by the Employer which are treated as deferred under a single plan under Treasury Regulations §1.409A-1(c)(2) are terminated and liquidated with respect to each participant who experienced the Change in Control so that the Executive and any participants in any such similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the date the Employer takes the irrevocable action to terminate the arrangements.

(c)        Discretionary Termination . The Employer may terminate and liquidate this Agreement provided that: (i) the termination does not occur proximate to a downturn in the financial health of the Employer; (ii) all arrangements sponsored by the Employer and Affiliates that would be aggregated with any terminated arrangements under Treasury Regulations §1.409A-1(c) are terminated; (iii) no payments, other than payments that would be payable under the terms of this Agreement if the termination had not occurred, are made within twelve (12) months of the date the Employer takes the irrevocable action to terminate this Agreement; (iv) all payments are made within twenty-four (24) months following the date the Employer takes the irrevocable action to terminate and liquidate this Agreement; and (v) neither the Employer nor any of its Affiliates adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulations §1.409A-1(c) if the Executive participated in both arrangements, at any time within three (3) years following the date the Employer takes the irrevocable action to terminate this Agreement.

 

Article 10

MISCELLANEOUS

10.1        No Effect on Other Rights . This Agreement constitutes the entire agreement between the Employer and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein. Nothing contained herein will confer upon the Executive the right to be retained in the service of the Employer nor limit the right of the Employer to discharge or otherwise deal with the Executive without regard to the existence hereof.

 

 

10.2        State Law . This Agreement and all rights hereunder shall be governed by and construed according to the laws of the State of New Jersey except to the extent preempted by the laws of the United States of America.

10.3        Validity . In case any provision of this Agreement shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Agreement shall be construed and enforced as if such illegal or invalid provision had never been inserted herein.

10.4        Nonassignability . Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

10.5        Unsecured General Creditor Status . Payment to the Executive or any Beneficiary hereunder shall be made from assets which shall continue, for all purposes, to be part of the general, unrestricted assets of the Employer and no person shall have any interest in any such asset by virtue of any provision of this Agreement. The Employer’s obligation hereunder shall be an unfunded and unsecured promise to pay money in the future. In the event that the Employer purchases an insurance policy insuring the life of the Executive to recover the cost of providing benefits hereunder, neither the Executive nor the Beneficiary shall have any rights whatsoever in said policy or the proceeds therefrom.

10.6        Life Insurance . If the Employer chooses to obtain insurance on the life of the Executive in connection with its obligations under this Agreement, the Executive hereby agrees to take such physical examinations and to truthfully and completely supply such information as may be required by the Employer or the insurance company designated by the Employer.

10.7        Unclaimed Benefits . The Executive shall keep the Employer informed of the Executive’s current address and the current address of the Beneficiary. If the location of the Executive is not made known to the Employer within three years after the date upon which any payment of any benefits may first be made, the Employer shall delay payment of the Executive’s benefit payment(s) until the location of the Executive is made known to the Employer; however, the Employer shall only be obligated to hold such benefit payment(s) for the Executive until the expiration of three (3) years. Upon expiration of the three (3) year period, the Employer may discharge its obligation by payment to the Beneficiary. If the location of the Beneficiary is not made known to the Employer by the end of an additional two (2) month period following expiration of the three (3) year period, the Employer may discharge its obligation by payment to the Executive’s estate. If there is no estate in existence at such time or if such fact cannot be determined by the Employer, the Executive and Beneficiary shall thereupon forfeit all rights to any benefits provided under this Agreement.

10.8        Suicide or Misstatement . The Executive shall forfeit any non-distributed amounts in the Deferral Account if the Executive commits suicide within two (2) years after the Effective Date, or if an insurance company which issued a life insurance policy covering the Executive and owned by the Employer denies coverage (i) for material misstatements of fact made by the Executive on an application for life insurance, or (ii) for any other reason.

 

 

10.9        Regulatory Restrictions.

a)        Removal . If the Executive is removed from office or permanently prohibited from participating in the Employer’s affairs by an order issued under section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. 1818(e)(4) or (g)(1), the Executive shall forfeit any non-distributed amounts in the Deferral Account.

b)        Default . If the Employer is in “default” or “in danger of default” as those terms are defined in section 3(x) of the Federal Deposit Insurance Act, 12 U.S.C. 1813(x) the Executive shall forfeit any non-distributed amounts in the Deferral Account.

c)        FDIC Open-Bank Assistance . If the Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Employer under the authority contained in Federal Deposit Insurance Act section 13(c), 12 U.S.C. 1823(c) the Executive shall forfeit any non-distributed amounts in the Deferral Account.

10.10        Forfeiture Provision . The Executive shall forfeit any unpaid benefit hereunder, if the Executive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company):

 

(i)       becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the Executive’s responsibilities will include providing banking or other financial services within fifty (50) miles of the Employer’s main office location;

(ii)       participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Employer as of the date of termination of the Executive’s employment;

(iii)       assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Employer or transaction involving the Employer;

(iv)       sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Employer (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Executive or the Employer, to the knowledge of the Executive provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to the termination of the Executive’s employment;

 

 

(v)       divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the Employer, to the knowledge of the Executive, including, but not limited to, the names and addresses of customers or prospective customers, of the Employer, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the Employer, earnings or other information concerning the Employer. The restrictions contained in this subparagraph (v) apply to all information regarding the Employer, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Executive.

The forfeiture provision detailed in this Section 9.10 shall not apply following a Change in Control or following Early Involuntary Termination.

10.11        Notice . Any notice, consent or demand required or permitted to be given to the Employer or Administrator under this Agreement shall be sufficient if in writing and hand-delivered or sent by registered or certified mail to the Employer’s principal business office. Any notice or filing required or permitted to be given to the Executive or Beneficiary under this Agreement shall be sufficient if in writing and hand-delivered or sent by mail to the last known address of the Executive or Beneficiary, as appropriate. Any notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark or on the receipt for registration or certification.

10.12        Headings and Interpretation . Headings and sub-headings in this Agreement are inserted for reference and convenience only and shall not be deemed part of this Agreement. Wherever the fulfillment of the intent and purpose of this Agreement requires and the context will permit, the use of the masculine gender includes the feminine and use of the singular includes the plural.

10.13 Alternative Action . In the event it becomes impossible for the Employer or the Administrator to perform any act required by this Agreement due to regulatory or other constraints, the Employer or Administrator may perform such alternative act as most nearly carries out the intent and purpose of this Agreement and is in the best interests of the Employer, provided that such alternative act does not violate Code Section 409A.

10.14        Coordination with Other Benefits . The benefits provided for the Executive or the Beneficiary under this Agreement are in addition to any other benefits available to the Executive under any other plan or program for employees of the Employer. This Agreement shall supplement and shall not supersede, modify, or amend any other such plan or program except as may otherwise be expressly provided herein.

 

 

10.15        Inurement . This Agreement shall be binding upon and shall inure to the benefit of the Employer, its successor and assigns, and the Executive, the Executive’s successors, heirs, executors, administrators, and the Beneficiary.

10.16        Tax Withholding . The Employer may make such provisions and take such action as it deems necessary or appropriate for the withholding of any taxes which the Employer is required by any law or regulation to withhold in connection with any benefits under the Agreement. The Executive shall be responsible for the payment of all individual tax liabilities relating to any benefits paid hereunder.

10.17        Aggregation of Agreement . If the Employer offers other non-qualified deferred compensation plans in addition to this Agreement, this Agreement and those plans shall be treated as a single plan to the extent required under Code Section 409A.

 

IN WITNESS WHEREOF, the Executive and a representative of the Employer have executed this Agreement document as indicated below:

 

Executive:   Employer:
       
       
/s/ Douglas L. Kennedy    By: /s/ Finn M.W. Caspersen, Jr. 
    Its: Senior Executive Vice President, Chief Strategy Officer

 

 

 

 

DEFERRED COMPENSATION AGREEMENT

Distribution Election Form

Form and Timing of Distributions

 

 

Benefit

 

Distribution of Benefit

(Indicate number of years between 2 and 10)

§ 5.1 - Normal Benefit Quarterly installments for _____ years

§ 5.2 - Early Voluntary Termination Benefit *

§ 5.3 - Early Involuntary Termination Benefit*

Quarterly installments for _____ years
§ 5.4 - Disability Benefit Quarterly installments for _____ years
§ 5.5 – Change in Control Benefit

_____ Lump sum

or

_____ Quarterly installments for _____ years

 

( Initial either lump sum or installments.)

 

§ 5.6 - Death Benefit

_____ Lump Sum

or

_____ Quarterly installments for _____ years

 

(Initial either lump sum or installments.)

 

*Per 409A, the form and timing for these two triggering events must be the same.

 

Name:                    
     
Signature:    
     
Date:    

 

 

 

Received by the Administrator this _____ day of ____________________, 20___

 

By:    
     
Title:    

 

 

 

DEFERRED COMPENSATION AGREEMENT

Beneficiary Designation

I, Douglas L. Kennedy, designate the following as Beneficiary under this Agreement:

Primary  
    %
    %
Contingent  
    %
    %

 

I understand that I may change this beneficiary designation by delivering a new written designation to the Administrator, which shall be effective only upon receipt by the Administrator prior to my death. I further understand that the designation will be automatically revoked if the Beneficiary predeceases me or if I have named my spouse as Beneficiary and our marriage is subsequently dissolved.

Signature:          __________________________                    Date: _______

 

SPOUSAL CONSENT (Required only if Administrator requests and someone other than spouse is named Beneficiary)

I consent to the beneficiary designation above. I also acknowledge that if I am named Beneficiary and my marriage is subsequently dissolved, the beneficiary designation will be automatically revoked.

Spouse Name:          ___________________________________

Signature:          __________________________          Date: _______

 

Received by the Administrator this ________ day of ___________________, 20__

By:    
     
Title:    

 

 

 

Exhibit (B)

DEFERRED COMPENSATION AGREEMENT

THIS DEFERRED COMPENSATION AGREEMENT (this “Agreement”), adopted this 4 th day of August, 2017, by and between Peapack-Gladstone Bank located in Bedminster, New Jersey (the “Employer”), and Finn M. W. Caspersen, Jr. (the “Executive”), formalizes the agreements and understanding between the Employer and the Executive.

WITNESSETH :

WHEREAS, the Executive is employed by the Employer;

WHEREAS, the Employer recognizes the valuable services the Executive has performed for the Employer and wishes to further encourage the Executive’s retention and continued employment;

WHEREAS, the Employer and the Executive intend this Agreement shall at all times be administered and interpreted in compliance with Code Section 409A; and

WHEREAS, the Employer intends this Agreement shall at all times be administered and interpreted in such a manner as to constitute an unfunded nonqualified deferred compensation arrangement, maintained primarily to provide supplemental benefits for the Executive, in order to encourage retention and continued employment of said Executive;

WHEREAS, the Employer wishes to provide the terms and conditions upon which the Employer shall pay additional benefits to the Executive, to encourage retention and continued employment; NOW THEREFORE, in consideration of the premises and of the mutual promises herein contained, the Employer and the Executive agree as follows:

ARTICLE 1

DEFINITIONS

For the purpose of this Agreement, the following phrases or terms shall have the indicated meanings:

1.1        “Administrator” means the Board or its designee.

1.2        “Affiliate” means any business entity with whom the Employer would be considered a single employer under Section 414(b) and 414(c) of the Code. Such term shall be interpreted in a manner consistent with the definition of “service recipient” contained in Code Section 409A.

1.3        “Beneficiary” means the person or persons designated in writing by the Executive to receive benefits hereunder in the event of the Executive’s death.

1.4       “Board” means the Board of Directors of the Employer.

 

 

1.5        “Cause” means any of the following acts or circumstances: gross negligence or gross neglect of duties to the Employer; conviction of a felony or of a gross misdemeanor involving moral turpitude in connection with the Executive’s employment with the Employer; or fraud, disloyalty, dishonesty or willful violation of any law or significant Employer policy committed in connection with the Executive's employment and resulting in a material adverse effect on the Employer.

1.6        “Change in Control” means a change in the ownership or effective control of the Employer, or in the ownership of a substantial portion of the assets of the Employer, as such change is defined in Code Section 409A and regulations thereunder.

1.7        “Claimant” means a person who believes that he or she is being denied a benefit to which he or she is entitled hereunder.

1.8        “Code” means the Internal Revenue Code of 1986, as amended.

1.9        “Contribution” means the amount the Employer credits to the Deferral Account according to the provisions of Article 2.

1.10        “Crediting Rate” means the average Wall Street Journal prime rate on the last day of the prior quarter (March 31 prime rate for the June 30 quarter), provided that such rate shall not be more than seven and one-half percent (7.5%).

1.11        “Disability” means a condition of the Executive whereby the Executive either: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Employer. The Administrator will determine whether the Executive has incurred a Disability based on its own good faith determination and may require the Executive to submit to reasonable physical and mental examinations for this purpose. The Executive will also be deemed to have incurred a Disability if determined to be totally disabled by the Social Security Administration or in accordance with a disability insurance program, provided that the definition of disability applied under such disability insurance program complies with the initial sentence of this Section.

1.12        “Early Involuntary Termination” means a Separation from Service prior to Normal Benefit Date which (i) is a Termination for Good Reason or (ii) occurs other than at the Executive’s request and for reasons other than Cause or Disability or (iii) occurs more than twenty-four (24) months following a Change in Control.

1.13        “Early Voluntary Termination” means that the Executive, prior to Normal Benefit Date, experiences a Separation from Service for reasons other than Cause, Disability or Early Involuntary Termination, or following a Change in Control.

 

 

1.14        “Effective Date” means August 4, 2017.

1.15        “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

1.16        “Holding Company” means Peapack-Gladstone Financial Corporation, the Employer’s parent company.

1.17        “Normal Benefit Date” means June 30, 2022.

1.18        “Separation from Service” means a termination of the Executive’s employment with the Employer and its Affiliates for reasons other than death or Disability. A Separation from Service may occur as of a specified date for purposes of the Agreement even if the Executive continues to provide some services for the Employer or its Affiliates after that date, provided that the facts and circumstances indicate that the Employer and the Executive reasonably anticipated at that date that either no further services would be performed after that date, or that the level of bona fide services the Executive would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed over the immediately preceding thirty-six (36) month period (or the full period during which the Executive performed services for the Employer, if that is less than thirty-six (36) months). A Separation from Service will not be deemed to have occurred while the Executive is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six (6) months or, if longer, the period for which a statute or contract provides the Executive with the right to reemployment with the Employer. If the Executive’s leave exceeds six (6) months but the Executive is not entitled to reemployment under a statute or contract, the Executive incurs a Separation of Service on the next day following the expiration of such six (6) month period. In determining whether a Separation of Service occurs the Administrator shall take into account, among other things, the definition of “service recipient” and “employer” set forth in Treasury regulation §1.409A-1(h)(3). The Administrator shall have full and final authority, to determine conclusively whether a Separation from Service occurs, and the date of such Separation from Service.

1.19        “Specified Employee” means an individual that satisfies the definition of a “key employee” of the Employer as such term is defined in Code §416(i) (without regard to Code §416(i)(5)), provided that the stock of the Employer is publicly traded on an established securities market or otherwise, as defined in Code §1.897-1(m). If the Executive is a key employee at any time during the twelve (12) months ending on December 31, the Executive is a Specified Employee for the twelve (12) month period commencing on the first day of the following April.

1.20        “Termination for Good Reason” means Separation from Service after the occurrence of one or more of the following circumstances without the Executive’s consent:

(i)        a material reduction in the Executive’s base compensation;

 

 

(ii)        an involuntary relocation of the Executive’s principal place of business to a location that is more than 50 miles from the Executive’s workplace as of the date hereof;

(iii)       the assignment of the Executive to any duties which are fundamentally and significantly inconsistent with the Executive’s duties with the Employer as of the date hereof or a fundamental and substantial reduction of the Executive’s duties or responsibilities;

provided, however, that prior to any Termination for Good Reason, the Executive must first provide written notice to the Employer within sixty (60) days of the initial existence of the condition, describing the existence of such condition, and the Employer shall thereafter have the right to remedy the condition within thirty (30) days of the date the Employer received the written notice from the Executive. If the Employer remedies the condition within such thirty (30) day cure period, then no good reason shall be deemed to exist with respect to such condition. If the Employer does not remedy the condition within such thirty (30) day cure period, then the Executive may deliver a notice of Termination for Good Reason at any time within sixty (60) days following the expiration of such cure period.

Article 2

CONTRIBUTIONS

The Employer has targeted annual Contributions of One Hundred Thousand Dollars ($100,000) on the Executive’s behalf for five (5) years. The Employer intends to make quarterly Contributions of Twenty Five Thousand Dollars ($25,000) toward this annual total as of the first day of each calendar quarter (except that the first quarterly payment will commence on the Effective Date), provided that the Executive is employed on such date and the Employer generated a minimum earnings per share equal to at least sixty percent (60%) of budgeted earnings per share (to be adjusted for any stock dividends or splits) for the previous publicly reported 12 month period (i.e. 12 months ended March 31, 2017 for the July 1, 2017 contribution).

Article 3

dEFERRAL ACCOUNT

3.1        Establishing and Crediting of Deferral Account . The Employer shall establish a Deferral Account on its books for the Executive and shall credit to the Deferral Account the following amounts:

(a)       Any Contributions under Article 2 hereof; and

(b)       Interest as follows:

(i)       on the last day of each quarter until the earliest of Separation from Service, Disability or the Executive’s death, interest shall be credited on the Deferral Account balance at an annual rate equal to the Crediting Rate.

 

 

(ii)       on the last day of each quarter after Separation from Service, Disability or the Executive’s death, interest shall be credited on the Deferral Account balance at an annual rate equal to the Crediting Rate.

3.2        Recordkeeping Device Only . The Deferral Account is solely a device for measuring amounts to be paid under this Agreement and is not a trust fund of any kind.

ARTICLE 4

VESTING

 

Executive will vest in his Deferral Account balance one-third each year over the first three years based on a quarterly vesting of 8.3325% at each quarter end beginning September 30, 2017 until fully vested(i.e. on September 30, 2017 Executive would be 8.3325% vested in the accumulated account balance (including interest) and on September 30, 2018 Executive would be 33 1/3 percent vested in the accumulated account balance (including interest)).

 

ARTICLE 5

PAYMENT OF BENEFITS

5.1        Normal Benefit . Upon Separation from Service after Normal Benefit Date, the Employer shall pay the Executive the Deferral Account balance calculated at Separation from Service. This benefit shall be paid in quarterly installments between 2 years and 10 years, at the selection of the Executive, and shall commence the first day of the immediately subsequent quarter following Separation from Service. During the payment period, interest shall be credited on the unpaid portion of the Deferral Account balance as described in Section 3.1(b)(ii). The quarterly payments shall be amortized in such a way so as to produce equal payments over the remaining payment period.  This will require quarterly reamortization for changes in the Crediting Rate.

5.2        Early Voluntary Termination Benefit . If Early Voluntary Termination occurs, the Employer shall pay the Executive the vested portion of the Deferral Account balance. This benefit shall be paid in quarterly installments between 2 years and 10 years, at the selection of the Executive, and shall commence the first day of the immediately subsequent quarter following Separation from Service. During the payment period, interest shall be credited on the unpaid portion of the Deferral Account balance as described in Section 3.1(b)(ii). The quarterly payments shall be amortized in such a way so as to produce equal payments over the remaining payment period.  This will require quarterly reamortization for changes in the Crediting Rate.

5.3        Early Involuntary Termination Benefit . If Early Involuntary Termination occurs, the Employer shall pay the Executive the Deferral Account balance at Separation from Service, plus an additional amount equal to the Contributions remaining to be made in accordance with Article 2. This benefit shall be paid in quarterly installments between 2 years and 10 years, at the selection of the Executive, and shall commence the first day of the immediately subsequent quarter following Separation from Service. During the

 

 

payment period, interest shall be credited on the unpaid portion of the benefit as described in Section 3.1(b)(ii). The quarterly payments shall be amortized in such a way so as to produce equal payments over the remaining payment period.  This will require quarterly reamortization for changes in the Crediting Rate.

5.4        Disability Benefit . If the Executive experiences a Disability p rior to Separation from Service and Normal Benefit Date, the Employer shall pay the Executive the Deferral Account balance at Disability, plus an additional amount equal to the Contributions remaining to be made in accordance with Article 2. This benefit shall be paid in quarterly installments between 2 years and 10 years, at the selection of the Executive, and shall commence the first day of the immediately subsequent quarter following Disability. During the payment period, interest shall be credited on the unpaid portion of the benefit as described in Section 3.1(b)(ii). The quarterly payments shall be amortized in such a way so as to produce equal payments over the remaining payment period.  This will require quarterly reamortization for changes in the Crediting Rate.

5.5        Change in Control Benefit . If a Change in Control occurs, followed within twenty-four (24) months by a Separation from Service prior to Normal Benefit Date, the Employer shall pay the Executive the Deferral Account balance at Separation from Service, plus an additional amount equal to the Contributions remaining to be made in accordance with Article 2 provided, however, that no earnings per share requirement shall apply. This benefit shall be paid in a lump sum or in quarterly installments up to 10 years, at the selection of the Executive, and shall commence the first day of the immediately subsequent quarter following Separation from Service. During the payment period, interest shall be credited on the unpaid portion of the benefit as described in Section 3.1(b)(ii). The quarterly payments shall be amortized in such a way so as to produce equal payments over the remaining payment period.  This will require quarterly reamortization for changes in the Crediting Rate.

5.6        Death Prior to Separation from Service and Disability . In the event the Executive dies prior to Separation from Service and Disability, the Employer shall pay the Beneficiary the Deferral Account balance as of the date of the Executive’s death, plus an additional amount equal to the Contributions remaining to be made in accordance with Article 2. This benefit shall be paid in a lump sum or in quarterly installments up to 10 years, at the selection of the Executive, and shall commence the first day of the immediately subsequent quarter following the Executive’s death. During the payment period, interest shall be credited on the unpaid portion of the benefit as described in Section 3.1(b)(ii). The quarterly payments shall be amortized in such a way so as to produce equal payments over the remaining payment period.  This will require quarterly reamortization for changes in the Crediting Rate.

5.7        One Benefit Only . The Executive and Beneficiary are entitled to a benefit under only one of Sections 4.1 through 4.6 of this Agreement, which shall be determined by the first event to occur that causes a benefit to be paid under this Agreement. The subsequent occurrence of other events shall not entitle the Executive or Beneficiary to other or additional benefits hereunder.

 

 

5.8        Death Subsequent to Commencement of Benefit Payments . In the event the Executive dies while receiving payments, but prior to receiving all payments due and owing hereunder, the Employer shall pay the Beneficiary the same amounts at the same times as the Employer would have paid the Executive, had the Executive survived.

5.9        Termination for Cause . If the Employer terminates the Executive’s employment for Cause or if the Executive takes any of the actions described in Section 9.10(i), (ii), (iii), (iv) or (v), then the Executive shall forfeit all unpaid benefits hereunder.

5.10        Restriction on Commencement of Distributions .  Notwithstanding any provision of this Agreement to the contrary, if the Executive is considered a Specified Employee at the time of Separation from Service, the provisions of this Section shall govern all distributions hereunder. Distributions which would otherwise be made to the Executive due to Separation from Service shall not be made during the first six (6) months following Separation from Service. Rather, any distribution which would otherwise be paid to the Executive during such period shall be accumulated and paid to the Executive in a lump sum on the first day of the seventh month following Separation from Service, or if earlier, upon the Executive’s death. All subsequent distributions shall be paid as they would have had this Section not applied.

5.11        Acceleration of Payments . Except as specifically permitted herein, no acceleration of the time or schedule of any payment may be made hereunder. Notwithstanding the foregoing, payments may be accelerated, in accordance with the provisions of Treasury Regulation §1.409A-3(j)(4) in the following circumstances: (i) as a result of certain domestic relations orders; (ii) in compliance with ethics agreements with the federal government; (iii) in compliance with the ethics laws or conflicts of interest laws; (iv) in limited cashouts (but not in excess of the limit under Code §402(g)(1)(B)); (v) to pay employment-related taxes; or (vi) to pay any taxes that may become due at any time that the Agreement fails to meet the requirements of Code Section 409A.

5.12        Delays in Payment by Employer . A payment may be delayed to a date after the designated payment date under any of the circumstances described below, and the provision will not fail to meet the requirements of establishing a permissible payment event. The delay in the payment will not constitute a subsequent deferral election, so long as the Employer treats all payments to similarly situated Participants on a reasonably consistent basis.

(a)        Payments subject to Code Section 162(m) . If the Employer reasonably anticipates that the Employer’s deduction with respect to any distribution under this Agreement would be limited or eliminated by application of Code Section 162(m), then to the extent deemed necessary by the Employer to ensure that the entire amount of any distribution from this Agreement is deductible, the Employer may delay payment of any amount that would otherwise be distributed under this Agreement. The delayed amounts shall be distributed to the Executive (or the Beneficiary in the event of the Executive’s death) at the earliest date the Employer reasonably anticipates that the deduction of the payment of the amount will not be limited or eliminated by application of Code Section 162(m).

 

 

(b)        Payments that would violate Federal securities laws or other applicable law . A payment may be delayed where the Employer reasonably anticipates that the making of the payment will violate Federal securities laws or other applicable law provided that the payment is made at the earliest date at which the Employer reasonably anticipates that the making of the payment will not cause such violation. The making of a payment that would cause inclusion in gross income or the application of any penalty provision of the Internal Revenue Code is not treated as a violation of law.

(c)        Solvency . Notwithstanding the above, a payment may be delayed where the payment would jeopardize the ability of the Employer to continue as a going concern.

5.13        Treatment of Payment as Made on Designated Payment Date . Solely for purposes of determining compliance with Code Section 409A, any payment under this Agreement made after the required payment date shall be deemed made on the required payment date provided that such payment is made by the latest of: (i) the end of the calendar year in which the payment is due; (ii) the 15 th day of the third calendar month following the payment due date; (iii) if Employer cannot calculate the payment amount on account of administrative impracticality which is beyond the Executive’s control, the end of the first calendar year which payment calculation is practicable; and (iv) if Employer does not have sufficient funds to make the payment without jeopardizing the Employer’s solvency, in the first calendar year in which the Employer’s funds are sufficient to make the payment.

5.14        Facility of Payment . If a distribution is to be made to a minor, or to a person who is otherwise incompetent, then the Administrator may make such distribution: (i) to the legal guardian, or if none, to a parent of a minor payee with whom the payee maintains his or her residence; or (ii) to the conservator or administrator or, if none, to the person having custody of an incompetent payee. Any such distribution shall fully discharge the Employer and the Administrator from further liability on account thereof.

5.15        Excise Tax Limitation . Notwithstanding any provision of this Agreement to the contrary, if any benefit payment hereunder would be treated as an “excess parachute payment” under Code Section 280G, the Employer shall reduce such benefit payment to the extent necessary to avoid treating such benefit payment as an excess parachute payment. The Executive shall be entitled to only the reduced benefit and shall forfeit any amount over and above the reduced amount.

5.16        Changes in Form or Timing of Benefit Payments . The Employer and the Executive may, subject to the terms hereof, amend this Agreement to delay the timing or change the form of payments. Any such amendment:

(a)       must take effect not less than twelve (12) months after the amendment is made;

 

 

(b)       must, for benefits distributable due solely to the arrival of a specified date, or on account of Separation from Service or Change in Control, delay the commencement of distributions for a minimum of five (5) years from the date the first distribution was originally scheduled to be made;

(c)       must, for benefits distributable due solely to the arrival of a specified date, be made not less than twelve (12) months before distribution is scheduled to begin; and

(d)       may not accelerate the time or schedule of any distribution.

Article 6

Beneficiaries

6.1        Designation of Beneficiaries . The Executive may designate any person to receive any benefits payable under the Agreement upon the Executive’s death, and the designation may be changed from time to time by the Executive by filing a new designation. Each designation will revoke all prior designations by the Executive, shall be in the form prescribed by the Administrator and shall be effective only when filed in writing with the Administrator during the Executive’s lifetime. If the Executive names someone other than the Executive’s spouse as a Beneficiary, the Administrator may, in its sole discretion, determine that spousal consent is required to be provided in a form designated by the Administrator, executed by the Executive’s spouse and returned to the Administrator. The Executive’s beneficiary designation shall be deemed automatically revoked if the Beneficiary predeceases the Executive or if the Executive names a spouse as Beneficiary and the marriage is subsequently dissolved.

6.2        Absence of Beneficiary Designation . In the absence of a valid Beneficiary designation, or if, at the time any benefit payment is due to a Beneficiary, there is no living Beneficiary validly named by the Executive, the Employer shall pay the benefit payment to the Executive’s spouse. If the spouse is not living then the Employer shall pay the benefit payment to the Executive’s living descendants per stirpes , and if there are no living descendants, to the Executive’s estate. In determining the existence or identity of anyone entitled to a benefit payment, the Employer may rely conclusively upon information supplied by the Executive’s personal representative, executor, or administrator.

Article 7

ADMINISTRATION

7.1        Administrator Duties . The Administrator shall be responsible for the management, operation, and administration of the Agreement. When making a determination or calculation, the Administrator shall be entitled to rely on information furnished by the Employer, Executive or Beneficiary. No provision of this Agreement shall be construed as imposing on the Administrator any fiduciary duty under ERISA or other law, or any duty similar to any fiduciary duty under ERISA or other law.

 

 

7.2        Administrator Authority . The Administrator shall enforce this Agreement in accordance with its terms, shall be charged with the general administration of this Agreement, and shall have all powers necessary to accomplish its purposes.

7.3        Binding Effect of Decision . The decision or action of the Administrator with respect to any question arising out of or in connection with the administration, interpretation or application of this Agreement and the rules and regulations promulgated hereunder shall be final, conclusive and binding upon all persons having any interest in this Agreement.

7.4        Compensation, Expenses and Indemnity . The Administrator shall serve without compensation for services rendered hereunder. The Administrator is authorized at the expense of the Employer to employ such legal counsel and recordkeeper as it may deem advisable to assist in the performance of its duties hereunder. Expense and fees in connection with the administration of this Agreement shall be paid by the Employer.

7.5        Employer Information . The Employer shall supply full and timely information to the Administrator on all matters relating to the Executive’s compensation, death, Disability or Separation from Service, and such other information as the Administrator reasonably requires.

7.6        Termination of Participation . If the Administrator determines in good faith that the Executive no longer qualifies as a member of a select group of management or highly compensated employees, as determined in accordance with ERISA, the Administrator shall have the right, in its sole discretion, to prohibit any further crediting to the Deferral Account.

7.7        Compliance with Code Section 409A . The Employer and the Executive intend that the Agreement comply with the provisions of Code Section 409A to prevent the inclusion in gross income of any amounts deferred hereunder in a taxable year prior to the year in which amounts are actually paid to the Executive or Beneficiary. This Agreement shall be construed, administered and governed in a manner that affects such intent, and the Administrator shall not take any action that would be inconsistent therewith.

Article 8

Claims and Review Procedures

8.1        Claims Procedure . A Claimant who has not received benefits under this Agreement that he or she believes should be distributed shall make a claim for such benefits as follows.

(a)        Initiation – Written Claim . The Claimant initiates a claim by submitting to the Administrator a written claim for the benefits. If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within sixty (60) days after such notice was received by the Claimant. All other claims must be made within one hundred eighty (180) days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the Claimant.

 

 

(b)        Timing of Administrator Response . The Administrator shall respond to such Claimant within ninety (90) days after receiving the claim. If the Administrator determines that special circumstances require additional time for processing the claim, the Administrator can extend the response period by an additional ninety (90) days by notifying the Claimant in writing, prior to the end of the initial ninety (90) day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Administrator expects to render its decision.

(c)        Notice of Decision . If the Administrator denies part or all of the claim, the Administrator shall notify the Claimant in writing of such denial. The Administrator shall write the notification in a manner calculated to be understood by the Claimant. The notification shall set forth: (i) the specific reasons for the denial; (ii) a reference to the specific provisions of this Agreement on which the denial is based; (iii) a description of any additional information or material necessary for the Claimant to perfect the claim and an explanation of why it is needed; (iv) an explanation of this Agreement’s review procedures and the time limits applicable to such procedures; and (v) a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

8.2        Review Procedure . If the Administrator denies part or all of the claim, the Claimant shall have the opportunity for a full and fair review by the Administrator of the denial as follows.

(a)        Initiation – Written Request . To initiate the review, the Claimant, within sixty (60) days after receiving the Administrator’s notice of denial, must file with the Administrator a written request for review.

(b)        Additional Submissions – Information Access . The Claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Administrator shall also provide the Claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the Claimant’s claim for benefits.

(c)        Considerations on Review . In considering the review, the Administrator shall take into account all materials and information the Claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

(d)        Timing of Administrator Response . The Administrator shall respond in writing to such Claimant within sixty (60) days after receiving the request for review. If the Administrator determines that special circumstances require additional time for processing the claim, the Administrator can extend the response period by an additional sixty (60) days by notifying the Claimant in writing, prior to the end of the initial sixty (60) day period, that an additional period is required. The

 

 

notice of extension must set forth the special circumstances and the date by which the Administrator expects to render its decision.

(e)        Notice of Decision . The Administrator shall notify the Claimant in writing of its decision on review. The Administrator shall write the notification in a manner calculated to be understood by the Claimant. The notification shall set forth: (a) the specific reasons for the denial; (b) a reference to the specific provisions of this Agreement on which the denial is based; (c) a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the Claimant’s claim for benefits; and (d) a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a).

ARTICLE 9

AMENDMENT AND TERMINATION

9.1        Agreement Amendment Generally . Except as provided in Section 8.2, this Agreement may be amended only by a written agreement signed by both the Employer and the Executive.

9.2 Amendment to Insure Proper Characterization of Agreement . Notwithstanding anything in this Agreement to the contrary, the Agreement may be amended by the Employer at any time, if found necessary in the opinion of the Employer, i) to ensure that the Agreement is characterized as plan of deferred compensation maintained for a select group of management or highly compensated employees as described under ERISA, ii) to conform the Agreement to the requirements of any applicable law or iii) to comply with the written instructions of the Employer’s auditors or banking regulators.

9.3        Agreement Termination Generally . Except as provided in Section 8.4, this Agreement may be terminated only by a written agreement signed by the Employer and the Executive. Such termination shall not cause a distribution of benefits under this Agreement. Rather, upon such termination benefit distributions will be made at the earliest distribution event permitted under Article 5.

9.4        Effect of Complete Termination . Notwithstanding anything to the contrary in Section 8.3, and subject to the requirements of Code Section 409A and Treasury Regulations §1.409A-3(j)(4)(ix), the Employer may completely terminate and liquidate the Agreement in accordance with subsections (a), (b) or (c) below. In the event of such a complete termination in accordance with subsection (a), the Employer shall pay the Executive the Deferral Account balance. In the event of such a complete termination in accordance with subsection (b) or (c), the Employer shall pay the Executive the Deferral Account balance, plus an additional amount equal to the Contributions remaining to be made in accordance with Article 2 provided, however, that no earnings per share requirement shall apply. In any event, such complete termination of the Agreement shall occur only under the following circumstances and conditions.

 

 

(a)        Corporate Dissolution or Bankruptcy . The Employer may terminate and liquidate this Agreement within twelve (12) months of a corporate dissolution taxed under Code Section 331, or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that all benefits paid under the Agreement are included in the Executive’s gross income in the latest of: (i) the calendar year which the termination occurs; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable.

(b)        Change in Control . The Employer may terminate and liquidate this Agreement by taking irrevocable action to terminate and liquidate within the thirty (30) days preceding or the twelve (12) months following a Change in Control. This Agreement will then be treated as terminated only if all substantially similar arrangements sponsored by the Employer which are treated as deferred under a single plan under Treasury Regulations §1.409A-1(c)(2) are terminated and liquidated with respect to each participant who experienced the Change in Control so that the Executive and any participants in any such similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the date the Employer takes the irrevocable action to terminate the arrangements.

(c)        Discretionary Termination . The Employer may terminate and liquidate this Agreement provided that: (i) the termination does not occur proximate to a downturn in the financial health of the Employer; (ii) all arrangements sponsored by the Employer and Affiliates that would be aggregated with any terminated arrangements under Treasury Regulations §1.409A-1(c) are terminated; (iii) no payments, other than payments that would be payable under the terms of this Agreement if the termination had not occurred, are made within twelve (12) months of the date the Employer takes the irrevocable action to terminate this Agreement; (iv) all payments are made within twenty-four (24) months following the date the Employer takes the irrevocable action to terminate and liquidate this Agreement; and (v) neither the Employer nor any of its Affiliates adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulations §1.409A-1(c) if the Executive participated in both arrangements, at any time within three (3) years following the date the Employer takes the irrevocable action to terminate this Agreement.

 

Article 10

MISCELLANEOUS

10.1        No Effect on Other Rights . This Agreement constitutes the entire agreement between the Employer and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein. Nothing contained herein will confer upon the Executive the right to be retained in the service of the Employer nor limit the right of the Employer to discharge or otherwise deal with the Executive without regard to the existence hereof.

 

 

10.2        State Law . This Agreement and all rights hereunder shall be governed by and construed according to the laws of the State of New Jersey except to the extent preempted by the laws of the United States of America.

10.3        Validity . In case any provision of this Agreement shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Agreement shall be construed and enforced as if such illegal or invalid provision had never been inserted herein.

10.4        Nonassignability . Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

10.5        Unsecured General Creditor Status . Payment to the Executive or any Beneficiary hereunder shall be made from assets which shall continue, for all purposes, to be part of the general, unrestricted assets of the Employer and no person shall have any interest in any such asset by virtue of any provision of this Agreement. The Employer’s obligation hereunder shall be an unfunded and unsecured promise to pay money in the future. In the event that the Employer purchases an insurance policy insuring the life of the Executive to recover the cost of providing benefits hereunder, neither the Executive nor the Beneficiary shall have any rights whatsoever in said policy or the proceeds therefrom.

10.6        Life Insurance . If the Employer chooses to obtain insurance on the life of the Executive in connection with its obligations under this Agreement, the Executive hereby agrees to take such physical examinations and to truthfully and completely supply such information as may be required by the Employer or the insurance company designated by the Employer.

10.7        Unclaimed Benefits . The Executive shall keep the Employer informed of the Executive’s current address and the current address of the Beneficiary. If the location of the Executive is not made known to the Employer within three years after the date upon which any payment of any benefits may first be made, the Employer shall delay payment of the Executive’s benefit payment(s) until the location of the Executive is made known to the Employer; however, the Employer shall only be obligated to hold such benefit payment(s) for the Executive until the expiration of three (3) years. Upon expiration of the three (3) year period, the Employer may discharge its obligation by payment to the Beneficiary. If the location of the Beneficiary is not made known to the Employer by the end of an additional two (2) month period following expiration of the three (3) year period, the Employer may discharge its obligation by payment to the Executive’s estate. If there is no estate in existence at such time or if such fact cannot be determined by the Employer, the Executive and Beneficiary shall thereupon forfeit all rights to any benefits provided under this Agreement.

10.8        Suicide or Misstatement . The Executive shall forfeit any non-distributed amounts in the Deferral Account if the Executive commits suicide within two (2) years after the Effective Date, or if an insurance company which issued a life insurance policy covering the Executive and owned by the Employer denies coverage (i) for material misstatements of fact made by the Executive on an application for life insurance, or (ii) for any other reason.

 

 

10.9        Regulatory Restrictions.

a)        Removal . If the Executive is removed from office or permanently prohibited from participating in the Employer’s affairs by an order issued under section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. 1818(e)(4) or (g)(1), the Executive shall forfeit any non-distributed amounts in the Deferral Account.

b)        Default . If the Employer is in “default” or “in danger of default” as those terms are defined in section 3(x) of the Federal Deposit Insurance Act, 12 U.S.C. 1813(x) the Executive shall forfeit any non-distributed amounts in the Deferral Account.

c)        FDIC Open-Bank Assistance . If the Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Employer under the authority contained in Federal Deposit Insurance Act section 13(c), 12 U.S.C. 1823(c) the Executive shall forfeit any non-distributed amounts in the Deferral Account.

10.10        Forfeiture Provision . The Executive shall forfeit any unpaid benefit hereunder, if the Executive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company):

 

(i)       becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the Executive’s responsibilities will include providing banking or other financial services within fifty (50) miles of the Employer’s main office location;

(ii)       participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Employer as of the date of termination of the Executive’s employment;

(iii)       assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Employer or transaction involving the Employer;

(iv)       sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Employer (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Executive or the Employer, to the knowledge of the Executive provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to the termination of the Executive’s employment;

 

 

(v)       divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the Employer, to the knowledge of the Executive, including, but not limited to, the names and addresses of customers or prospective customers, of the Employer, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the Employer, earnings or other information concerning the Employer. The restrictions contained in this subparagraph (v) apply to all information regarding the Employer, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Executive.

The forfeiture provision detailed in this Section 9.10 shall not apply following a Change in Control or following Early Involuntary Termination.

10.11        Notice . Any notice, consent or demand required or permitted to be given to the Employer or Administrator under this Agreement shall be sufficient if in writing and hand-delivered or sent by registered or certified mail to the Employer’s principal business office. Any notice or filing required or permitted to be given to the Executive or Beneficiary under this Agreement shall be sufficient if in writing and hand-delivered or sent by mail to the last known address of the Executive or Beneficiary, as appropriate. Any notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark or on the receipt for registration or certification.

10.12        Headings and Interpretation . Headings and sub-headings in this Agreement are inserted for reference and convenience only and shall not be deemed part of this Agreement. Wherever the fulfillment of the intent and purpose of this Agreement requires and the context will permit, the use of the masculine gender includes the feminine and use of the singular includes the plural.

10.13 Alternative Action . In the event it becomes impossible for the Employer or the Administrator to perform any act required by this Agreement due to regulatory or other constraints, the Employer or Administrator may perform such alternative act as most nearly carries out the intent and purpose of this Agreement and is in the best interests of the Employer, provided that such alternative act does not violate Code Section 409A.

10.14        Coordination with Other Benefits . The benefits provided for the Executive or the Beneficiary under this Agreement are in addition to any other benefits available to the Executive under any other plan or program for employees of the Employer. This Agreement shall supplement and shall not supersede, modify, or amend any other such plan or program except as may otherwise be expressly provided herein.

 

 

10.15        Inurement . This Agreement shall be binding upon and shall inure to the benefit of the Employer, its successor and assigns, and the Executive, the Executive’s successors, heirs, executors, administrators, and the Beneficiary.

10.16        Tax Withholding . The Employer may make such provisions and take such action as it deems necessary or appropriate for the withholding of any taxes which the Employer is required by any law or regulation to withhold in connection with any benefits under the Agreement. The Executive shall be responsible for the payment of all individual tax liabilities relating to any benefits paid hereunder.

10.17        Aggregation of Agreement . If the Employer offers other non-qualified deferred compensation plans in addition to this Agreement, this Agreement and those plans shall be treated as a single plan to the extent required under Code Section 409A.

 

IN WITNESS WHEREOF, the Executive and a representative of the Employer have executed this Agreement document as indicated below:

Executive:   Employer:
       
       
/s/ Finn M.W. Caspersen, Jr.    By: /s/ Douglas L. Kennedy  
    Its: President and Chief Executive Officer

 

 

 

DEFERRED COMPENSATION AGREEMENT

Distribution Election Form

Form and Timing of Distributions

 

 

Benefit

 

Distribution of Benefit

(Indicate number of years between 2 and 10)

§ 5.1 - Normal Benefit Quarterly installments for _____ years

§ 5.2 - Early Voluntary Termination Benefit *

§ 5.3 - Early Involuntary Termination Benefit*

Quarterly installments for _____ years
§ 5.4 - Disability Benefit Quarterly installments for _____ years
§ 5.5 – Change in Control Benefit

_____ Lump sum

or

_____ Quarterly installments for _____ years

 

( Initial either lump sum or installments.)

 

§ 5.6 - Death Benefit

_____ Lump Sum

or

_____ Quarterly installments for _____ years

 

(Initial either lump sum or installments.)

 

*Per 409A, the form and timing for these two triggering events must be the same.

 

Name:                    
     
Signature:    
     
Date:    

 

 

 

Received by the Administrator this _____ day of ____________________, 20___

 

By:    
     
Title:    

 

 

 

DEFERRED COMPENSATION AGREEMENT

Beneficiary Designation

I, Finn M. W. Caspersen, Jr., designate the following as Beneficiary under this Agreement:

Primary  
    %
    %
Contingent  
    %
    %

 

I understand that I may change this beneficiary designation by delivering a new written designation to the Administrator, which shall be effective only upon receipt by the Administrator prior to my death. I further understand that the designation will be automatically revoked if the Beneficiary predeceases me or if I have named my spouse as Beneficiary and our marriage is subsequently dissolved.

Signature:          __________________________                    Date: _______

 

SPOUSAL CONSENT (Required only if Administrator requests and someone other than spouse is named Beneficiary)

I consent to the beneficiary designation above. I also acknowledge that if I am named Beneficiary and my marriage is subsequently dissolved, the beneficiary designation will be automatically revoked.

Spouse Name:          ___________________________________

Signature:          __________________________          Date: _______

Received by the Administrator this ________ day of ___________________, 20__

By:    
     
Title:    

 

 

 

Exhibit (C)

DEFERRED COMPENSATION AGREEMENT

THIS DEFERRED COMPENSATION AGREEMENT (this “Agreement”), adopted this 4 th day of August, 2017, by and between Peapack-Gladstone Bank located in Bedminster, New Jersey (the “Employer”), and John P. Babcock (the “Executive”), formalizes the agreements and understanding between the Employer and the Executive.

WITNESSETH :

WHEREAS, the Executive is employed by the Employer;

WHEREAS, the Employer recognizes the valuable services the Executive has performed for the Employer and wishes to further encourage the Executive’s retention and continued employment;

WHEREAS, the Employer and the Executive intend this Agreement shall at all times be administered and interpreted in compliance with Code Section 409A; and

WHEREAS, the Employer intends this Agreement shall at all times be administered and interpreted in such a manner as to constitute an unfunded nonqualified deferred compensation arrangement, maintained primarily to provide supplemental benefits for the Executive, in order to encourage retention and continued employment of said Executive;

WHEREAS, the Employer wishes to provide the terms and conditions upon which the Employer shall pay additional benefits to the Executive, to encourage retention and continued employment; NOW THEREFORE, in consideration of the premises and of the mutual promises herein contained, the Employer and the Executive agree as follows:

ARTICLE 1

DEFINITIONS

For the purpose of this Agreement, the following phrases or terms shall have the indicated meanings:

1.1        “Administrator” means the Board or its designee.

1.2        “Affiliate” means any business entity with whom the Employer would be considered a single employer under Section 414(b) and 414(c) of the Code. Such term shall be interpreted in a manner consistent with the definition of “service recipient” contained in Code Section 409A.

1.3        “Beneficiary” means the person or persons designated in writing by the Executive to receive benefits hereunder in the event of the Executive’s death.

1.4        “Board” means the Board of Directors of the Employer.

 

 

1.5        “Cause” means any of the following acts or circumstances: gross negligence or gross neglect of duties to the Employer; conviction of a felony or of a gross misdemeanor involving moral turpitude in connection with the Executive’s employment with the Employer; or fraud, disloyalty, dishonesty or willful violation of any law or significant Employer policy committed in connection with the Executive's employment and resulting in a material adverse effect on the Employer.

1.6        “Change in Control” means a change in the ownership or effective control of the Employer, or in the ownership of a substantial portion of the assets of the Employer, as such change is defined in Code Section 409A and regulations thereunder.

1.7        “Claimant” means a person who believes that he or she is being denied a benefit to which he or she is entitled hereunder.

1.8        “Code” means the Internal Revenue Code of 1986, as amended.

1.9        “Contribution” means the amount the Employer credits to the Deferral Account according to the provisions of Article 2.

1.10        “Crediting Rate” means the average Wall Street Journal prime rate on the last day of the prior quarter (March 31 prime rate for the June 30 quarter), provided that such rate shall not be more than seven and one-half percent (7.5%).

1.11        “Disability” means a condition of the Executive whereby the Executive either: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Employer. The Administrator will determine whether the Executive has incurred a Disability based on its own good faith determination and may require the Executive to submit to reasonable physical and mental examinations for this purpose. The Executive will also be deemed to have incurred a Disability if determined to be totally disabled by the Social Security Administration or in accordance with a disability insurance program, provided that the definition of disability applied under such disability insurance program complies with the initial sentence of this Section.

1.12        “Early Involuntary Termination” means a Separation from Service prior to Normal Benefit Date which (i) is a Termination for Good Reason or (ii) occurs other than at the Executive’s request and for reasons other than Cause or Disability or (iii) occurs more than twenty-four (24) months following a Change in Control.

1.13        “Early Voluntary Termination” means that the Executive, prior to Normal Benefit Date, experiences a Separation from Service for reasons other than Cause, Disability or Early Involuntary Termination, or following a Change in Control.

 

 

1.14        “Effective Date” means August 4, 2017.

1.15        “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

1.16        “Holding Company” means Peapack-Gladstone Financial Corporation, the Employer’s parent company.

1.17        “Normal Benefit Date” means June 30, 2022.

1.18        “Separation from Service” means a termination of the Executive’s employment with the Employer and its Affiliates for reasons other than death or Disability. A Separation from Service may occur as of a specified date for purposes of the Agreement even if the Executive continues to provide some services for the Employer or its Affiliates after that date, provided that the facts and circumstances indicate that the Employer and the Executive reasonably anticipated at that date that either no further services would be performed after that date, or that the level of bona fide services the Executive would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed over the immediately preceding thirty-six (36) month period (or the full period during which the Executive performed services for the Employer, if that is less than thirty-six (36) months). A Separation from Service will not be deemed to have occurred while the Executive is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six (6) months or, if longer, the period for which a statute or contract provides the Executive with the right to reemployment with the Employer. If the Executive’s leave exceeds six (6) months but the Executive is not entitled to reemployment under a statute or contract, the Executive incurs a Separation of Service on the next day following the expiration of such six (6) month period. In determining whether a Separation of Service occurs the Administrator shall take into account, among other things, the definition of “service recipient” and “employer” set forth in Treasury regulation §1.409A-1(h)(3). The Administrator shall have full and final authority, to determine conclusively whether a Separation from Service occurs, and the date of such Separation from Service.

1.19        “Specified Employee” means an individual that satisfies the definition of a “key employee” of the Employer as such term is defined in Code §416(i) (without regard to Code §416(i)(5)), provided that the stock of the Employer is publicly traded on an established securities market or otherwise, as defined in Code §1.897-1(m). If the Executive is a key employee at any time during the twelve (12) months ending on December 31, the Executive is a Specified Employee for the twelve (12) month period commencing on the first day of the following April.

1.20        “Termination for Good Reason” means Separation from Service after the occurrence of one or more of the following circumstances without the Executive’s consent:

(i)        a material reduction in the Executive’s base compensation;

 

 

(ii)        an involuntary relocation of the Executive’s principal place of business to a location that is more than 50 miles from the Executive’s workplace as of the date hereof;

(iii)       the assignment of the Executive to any duties which are fundamentally and significantly inconsistent with the Executive’s duties with the Employer as of the date hereof or a fundamental and substantial reduction of the Executive’s duties or responsibilities;

provided, however, that prior to any Termination for Good Reason, the Executive must first provide written notice to the Employer within sixty (60) days of the initial existence of the condition, describing the existence of such condition, and the Employer shall thereafter have the right to remedy the condition within thirty (30) days of the date the Employer received the written notice from the Executive. If the Employer remedies the condition within such thirty (30) day cure period, then no good reason shall be deemed to exist with respect to such condition. If the Employer does not remedy the condition within such thirty (30) day cure period, then the Executive may deliver a notice of Termination for Good Reason at any time within sixty (60) days following the expiration of such cure period.

Article 2

CONTRIBUTIONS

The Employer has targeted annual Contributions of One Hundred Thousand Dollars ($100,000) on the Executive’s behalf for five (5) years. The Employer intends to make quarterly Contributions of Twenty Five Thousand Dollars ($25,000) toward this annual total as of the first day of each calendar quarter (except that the first quarterly payment will commence on the Effective Date), provided that the Executive is employed on such date and the Employer generated a minimum earnings per share equal to at least sixty percent (60%) of budgeted earnings per share (to be adjusted for any stock dividends or splits) for the previous publicly reported 12 month period (i.e. 12 months ended March 31, 2017 for the July 1, 2017 contribution).

Article 3

dEFERRAL ACCOUNT

3.1        Establishing and Crediting of Deferral Account . The Employer shall establish a Deferral Account on its books for the Executive and shall credit to the Deferral Account the following amounts:

(a)       Any Contributions under Article 2 hereof; and

(b)       Interest as follows:

(i)       on the last day of each quarter until the earliest of Separation from Service, Disability or the Executive’s death, interest shall be credited on the Deferral Account balance at an annual rate equal to the Crediting Rate.

 

 

(ii)       on the last day of each quarter after Separation from Service, Disability or the Executive’s death, interest shall be credited on the Deferral Account balance at an annual rate equal to the Crediting Rate.

3.2        Recordkeeping Device Only . The Deferral Account is solely a device for measuring amounts to be paid under this Agreement and is not a trust fund of any kind.

ARTICLE 4

VESTING

 

Executive will vest in his Deferral Account balance one-third each year over the first three years based on a quarterly vesting of 8.3325% at each quarter end beginning September 30, 2017 until fully vested(i.e. on September 30, 2017 Executive would be 8.3325% vested in the accumulated account balance (including interest) and on September 30, 2018 Executive would be 33 1/3 percent vested in the accumulated account balance (including interest)).

 

ARTICLE 5

PAYMENT OF BENEFITS

5.1        Normal Benefit . Upon Separation from Service after Normal Benefit Date, the Employer shall pay the Executive the Deferral Account balance calculated at Separation from Service. This benefit shall be paid in quarterly installments between 2 years and 10 years, at the selection of the Executive, and shall commence the first day of the immediately subsequent quarter following Separation from Service. During the payment period, interest shall be credited on the unpaid portion of the Deferral Account balance as described in Section 3.1(b)(ii). The quarterly payments shall be amortized in such a way so as to produce equal payments over the remaining payment period.  This will require quarterly reamortization for changes in the Crediting Rate.

5.2        Early Voluntary Termination Benefit . If Early Voluntary Termination occurs, the Employer shall pay the Executive the vested portion of the Deferral Account balance. This benefit shall be paid in quarterly installments between 2 years and 10 years, at the selection of the Executive, and shall commence the first day of the immediately subsequent quarter following Separation from Service. During the payment period, interest shall be credited on the unpaid portion of the Deferral Account balance as described in Section 3.1(b)(ii). The quarterly payments shall be amortized in such a way so as to produce equal payments over the remaining payment period.  This will require quarterly reamortization for changes in the Crediting Rate.

5.3        Early Involuntary Termination Benefit . If Early Involuntary Termination occurs, the Employer shall pay the Executive the Deferral Account balance at Separation from Service, plus an additional amount equal to the Contributions remaining to be made in accordance with Article 2. This benefit shall be paid in quarterly installments between 2 years and 10 years, at the selection of the Executive, and shall commence the first day of the immediately subsequent quarter following Separation from Service. During the payment period, interest shall be credited on the unpaid portion of the benefit as described in Section 3.1(b)(ii). The quarterly payments shall be amortized in such a way so as to produce equal payments over the remaining payment period.  This will require quarterly reamortization for changes in the Crediting Rate.

 

 

5.4        Disability Benefit . If the Executive experiences a Disability p rior to Separation from Service and Normal Benefit Date, the Employer shall pay the Executive the Deferral Account balance at Disability, plus an additional amount equal to the Contributions remaining to be made in accordance with Article 2. This benefit shall be paid in quarterly installments between 2 years and 10 years, at the selection of the Executive, and shall commence the first day of the immediately subsequent quarter following Disability. During the payment period, interest shall be credited on the unpaid portion of the benefit as described in Section 3.1(b)(ii). The quarterly payments shall be amortized in such a way so as to produce equal payments over the remaining payment period.  This will require quarterly reamortization for changes in the Crediting Rate.

5.5        Change in Control Benefit . If a Change in Control occurs, followed within twenty-four (24) months by a Separation from Service prior to Normal Benefit Date, the Employer shall pay the Executive the Deferral Account balance at Separation from Service, plus an additional amount equal to the Contributions remaining to be made in accordance with Article 2 provided, however, that no earnings per share requirement shall apply. This benefit shall be paid in a lump sum or in quarterly installments up to 10 years, at the selection of the Executive, and shall commence the first day of the immediately subsequent quarter following Separation from Service. During the payment period, interest shall be credited on the unpaid portion of the benefit as described in Section 3.1(b)(ii). The quarterly payments shall be amortized in such a way so as to produce equal payments over the remaining payment period.  This will require quarterly reamortization for changes in the Crediting Rate.

5.6        Death Prior to Separation from Service and Disability . In the event the Executive dies prior to Separation from Service and Disability, the Employer shall pay the Beneficiary the Deferral Account balance as of the date of the Executive’s death, plus an additional amount equal to the Contributions remaining to be made in accordance with Article 2. This benefit shall be paid in a lump sum or in quarterly installments up to 10 years, at the selection of the Executive, and shall commence the first day of the immediately subsequent quarter following the Executive’s death. During the payment period, interest shall be credited on the unpaid portion of the benefit as described in Section 3.1(b)(ii). The quarterly payments shall be amortized in such a way so as to produce equal payments over the remaining payment period.  This will require quarterly reamortization for changes in the Crediting Rate.

5.7        One Benefit Only . The Executive and Beneficiary are entitled to a benefit under only one of Sections 4.1 through 4.6 of this Agreement, which shall be determined by the first event to occur that causes a benefit to be paid under this Agreement. The subsequent occurrence of other events shall not entitle the Executive or Beneficiary to other or additional benefits hereunder.

 

 

5.8        Death Subsequent to Commencement of Benefit Payments . In the event the Executive dies while receiving payments, but prior to receiving all payments due and owing hereunder, the Employer shall pay the Beneficiary the same amounts at the same times as the Employer would have paid the Executive, had the Executive survived.

5.9        Termination for Cause . If the Employer terminates the Executive’s employment for Cause or if the Executive takes any of the actions described in Section 9.10(i), (ii), (iii), (iv) or (v), then the Executive shall forfeit all unpaid benefits hereunder.

5.10        Restriction on Commencement of Distributions .  Notwithstanding any provision of this Agreement to the contrary, if the Executive is considered a Specified Employee at the time of Separation from Service, the provisions of this Section shall govern all distributions hereunder. Distributions which would otherwise be made to the Executive due to Separation from Service shall not be made during the first six (6) months following Separation from Service. Rather, any distribution which would otherwise be paid to the Executive during such period shall be accumulated and paid to the Executive in a lump sum on the first day of the seventh month following Separation from Service, or if earlier, upon the Executive’s death. All subsequent distributions shall be paid as they would have had this Section not applied.

5.11        Acceleration of Payments . Except as specifically permitted herein, no acceleration of the time or schedule of any payment may be made hereunder. Notwithstanding the foregoing, payments may be accelerated, in accordance with the provisions of Treasury Regulation §1.409A-3(j)(4) in the following circumstances: (i) as a result of certain domestic relations orders; (ii) in compliance with ethics agreements with the federal government; (iii) in compliance with the ethics laws or conflicts of interest laws; (iv) in limited cashouts (but not in excess of the limit under Code §402(g)(1)(B)); (v) to pay employment-related taxes; or (vi) to pay any taxes that may become due at any time that the Agreement fails to meet the requirements of Code Section 409A.

5.12        Delays in Payment by Employer . A payment may be delayed to a date after the designated payment date under any of the circumstances described below, and the provision will not fail to meet the requirements of establishing a permissible payment event. The delay in the payment will not constitute a subsequent deferral election, so long as the Employer treats all payments to similarly situated Participants on a reasonably consistent basis.

(a)        Payments subject to Code Section 162(m) . If the Employer reasonably anticipates that the Employer’s deduction with respect to any distribution under this Agreement would be limited or eliminated by application of Code Section 162(m), then to the extent deemed necessary by the Employer to ensure that the entire amount of any distribution from this Agreement is deductible, the Employer may delay payment of any amount that would otherwise be distributed under this Agreement. The delayed amounts shall be distributed to the Executive (or the Beneficiary in the event of the Executive’s death) at the earliest date the Employer reasonably anticipates that the deduction of the payment of the amount will not be limited or eliminated by application of Code Section 162(m).

 

 

(b)        Payments that would violate Federal securities laws or other applicable law . A payment may be delayed where the Employer reasonably anticipates that the making of the payment will violate Federal securities laws or other applicable law provided that the payment is made at the earliest date at which the Employer reasonably anticipates that the making of the payment will not cause such violation. The making of a payment that would cause inclusion in gross income or the application of any penalty provision of the Internal Revenue Code is not treated as a violation of law.

(c)        Solvency . Notwithstanding the above, a payment may be delayed where the payment would jeopardize the ability of the Employer to continue as a going concern.

5.13        Treatment of Payment as Made on Designated Payment Date . Solely for purposes of determining compliance with Code Section 409A, any payment under this Agreement made after the required payment date shall be deemed made on the required payment date provided that such payment is made by the latest of: (i) the end of the calendar year in which the payment is due; (ii) the 15 th day of the third calendar month following the payment due date; (iii) if Employer cannot calculate the payment amount on account of administrative impracticality which is beyond the Executive’s control, the end of the first calendar year which payment calculation is practicable; and (iv) if Employer does not have sufficient funds to make the payment without jeopardizing the Employer’s solvency, in the first calendar year in which the Employer’s funds are sufficient to make the payment.

5.14        Facility of Payment . If a distribution is to be made to a minor, or to a person who is otherwise incompetent, then the Administrator may make such distribution: (i) to the legal guardian, or if none, to a parent of a minor payee with whom the payee maintains his or her residence; or (ii) to the conservator or administrator or, if none, to the person having custody of an incompetent payee. Any such distribution shall fully discharge the Employer and the Administrator from further liability on account thereof.

5.15        Excise Tax Limitation . Notwithstanding any provision of this Agreement to the contrary, if any benefit payment hereunder would be treated as an “excess parachute payment” under Code Section 280G, the Employer shall reduce such benefit payment to the extent necessary to avoid treating such benefit payment as an excess parachute payment. The Executive shall be entitled to only the reduced benefit and shall forfeit any amount over and above the reduced amount.

5.16        Changes in Form or Timing of Benefit Payments . The Employer and the Executive may, subject to the terms hereof, amend this Agreement to delay the timing or change the form of payments. Any such amendment:

(a)       must take effect not less than twelve (12) months after the amendment is made;

 

 

(b)       must, for benefits distributable due solely to the arrival of a specified date, or on account of Separation from Service or Change in Control, delay the commencement of distributions for a minimum of five (5) years from the date the first distribution was originally scheduled to be made;

(c)       must, for benefits distributable due solely to the arrival of a specified date, be made not less than twelve (12) months before distribution is scheduled to begin; and

(d)       may not accelerate the time or schedule of any distribution.

Article 6

Beneficiaries

6.1        Designation of Beneficiaries . The Executive may designate any person to receive any benefits payable under the Agreement upon the Executive’s death, and the designation may be changed from time to time by the Executive by filing a new designation. Each designation will revoke all prior designations by the Executive, shall be in the form prescribed by the Administrator and shall be effective only when filed in writing with the Administrator during the Executive’s lifetime. If the Executive names someone other than the Executive’s spouse as a Beneficiary, the Administrator may, in its sole discretion, determine that spousal consent is required to be provided in a form designated by the Administrator, executed by the Executive’s spouse and returned to the Administrator. The Executive’s beneficiary designation shall be deemed automatically revoked if the Beneficiary predeceases the Executive or if the Executive names a spouse as Beneficiary and the marriage is subsequently dissolved.

6.2        Absence of Beneficiary Designation . In the absence of a valid Beneficiary designation, or if, at the time any benefit payment is due to a Beneficiary, there is no living Beneficiary validly named by the Executive, the Employer shall pay the benefit payment to the Executive’s spouse. If the spouse is not living then the Employer shall pay the benefit payment to the Executive’s living descendants per stirpes , and if there are no living descendants, to the Executive’s estate. In determining the existence or identity of anyone entitled to a benefit payment, the Employer may rely conclusively upon information supplied by the Executive’s personal representative, executor, or administrator.

Article 7

ADMINISTRATION

7.1        Administrator Duties . The Administrator shall be responsible for the management, operation, and administration of the Agreement. When making a determination or calculation, the Administrator shall be entitled to rely on information furnished by the Employer, Executive or Beneficiary. No provision of this Agreement shall be construed as imposing on the Administrator any fiduciary duty under ERISA or other law, or any duty similar to any fiduciary duty under ERISA or other law.

 

 

7.2        Administrator Authority . The Administrator shall enforce this Agreement in accordance with its terms, shall be charged with the general administration of this Agreement, and shall have all powers necessary to accomplish its purposes.

7.3        Binding Effect of Decision . The decision or action of the Administrator with respect to any question arising out of or in connection with the administration, interpretation or application of this Agreement and the rules and regulations promulgated hereunder shall be final, conclusive and binding upon all persons having any interest in this Agreement.

7.4        Compensation, Expenses and Indemnity . The Administrator shall serve without compensation for services rendered hereunder. The Administrator is authorized at the expense of the Employer to employ such legal counsel and recordkeeper as it may deem advisable to assist in the performance of its duties hereunder. Expense and fees in connection with the administration of this Agreement shall be paid by the Employer.

7.5        Employer Information . The Employer shall supply full and timely information to the Administrator on all matters relating to the Executive’s compensation, death, Disability or Separation from Service, and such other information as the Administrator reasonably requires.

7.6        Termination of Participation . If the Administrator determines in good faith that the Executive no longer qualifies as a member of a select group of management or highly compensated employees, as determined in accordance with ERISA, the Administrator shall have the right, in its sole discretion, to prohibit any further crediting to the Deferral Account.

7.7        Compliance with Code Section 409A . The Employer and the Executive intend that the Agreement comply with the provisions of Code Section 409A to prevent the inclusion in gross income of any amounts deferred hereunder in a taxable year prior to the year in which amounts are actually paid to the Executive or Beneficiary. This Agreement shall be construed, administered and governed in a manner that affects such intent, and the Administrator shall not take any action that would be inconsistent therewith.

Article 8

Claims and Review Procedures

8.1        Claims Procedure . A Claimant who has not received benefits under this Agreement that he or she believes should be distributed shall make a claim for such benefits as follows.

(a)        Initiation – Written Claim . The Claimant initiates a claim by submitting to the Administrator a written claim for the benefits. If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within sixty (60) days after such notice was received by the Claimant. All other claims must be made within one hundred eighty (180) days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the Claimant.

 

 

(b)        Timing of Administrator Response . The Administrator shall respond to such Claimant within ninety (90) days after receiving the claim. If the Administrator determines that special circumstances require additional time for processing the claim, the Administrator can extend the response period by an additional ninety (90) days by notifying the Claimant in writing, prior to the end of the initial ninety (90) day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Administrator expects to render its decision.

(c)        Notice of Decision . If the Administrator denies part or all of the claim, the Administrator shall notify the Claimant in writing of such denial. The Administrator shall write the notification in a manner calculated to be understood by the Claimant. The notification shall set forth: (i) the specific reasons for the denial; (ii) a reference to the specific provisions of this Agreement on which the denial is based; (iii) a description of any additional information or material necessary for the Claimant to perfect the claim and an explanation of why it is needed; (iv) an explanation of this Agreement’s review procedures and the time limits applicable to such procedures; and (v) a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

8.2        Review Procedure . If the Administrator denies part or all of the claim, the Claimant shall have the opportunity for a full and fair review by the Administrator of the denial as follows.

(a)        Initiation – Written Request . To initiate the review, the Claimant, within sixty (60) days after receiving the Administrator’s notice of denial, must file with the Administrator a written request for review.

(b)        Additional Submissions – Information Access . The Claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Administrator shall also provide the Claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the Claimant’s claim for benefits.

(c)        Considerations on Review . In considering the review, the Administrator shall take into account all materials and information the Claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

(d)        Timing of Administrator Response . The Administrator shall respond in writing to such Claimant within sixty (60) days after receiving the request for review. If the Administrator determines that special circumstances require additional time for processing the claim, the Administrator can extend the response period by an additional sixty (60) days by notifying the Claimant in writing, prior to the end of the initial sixty (60) day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Administrator expects to render its decision.

 

 

(e)        Notice of Decision . The Administrator shall notify the Claimant in writing of its decision on review. The Administrator shall write the notification in a manner calculated to be understood by the Claimant. The notification shall set forth: (a) the specific reasons for the denial; (b) a reference to the specific provisions of this Agreement on which the denial is based; (c) a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the Claimant’s claim for benefits; and (d) a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a).

ARTICLE 9

AMENDMENT AND TERMINATION

9.1        Agreement Amendment Generally . Except as provided in Section 8.2, this Agreement may be amended only by a written agreement signed by both the Employer and the Executive.

9.2        Amendment to Insure Proper Characterization of Agreement . Notwithstanding anything in this Agreement to the contrary, the Agreement may be amended by the Employer at any time, if found necessary in the opinion of the Employer, i) to ensure that the Agreement is characterized as plan of deferred compensation maintained for a select group of management or highly compensated employees as described under ERISA, ii) to conform the Agreement to the requirements of any applicable law or iii) to comply with the written instructions of the Employer’s auditors or banking regulators.

9.3        Agreement Termination Generally . Except as provided in Section 8.4, this Agreement may be terminated only by a written agreement signed by the Employer and the Executive. Such termination shall not cause a distribution of benefits under this Agreement. Rather, upon such termination benefit distributions will be made at the earliest distribution event permitted under Article 5.

9.4        Effect of Complete Termination . Notwithstanding anything to the contrary in Section 8.3, and subject to the requirements of Code Section 409A and Treasury Regulations §1.409A-3(j)(4)(ix), the Employer may completely terminate and liquidate the Agreement in accordance with subsections (a), (b) or (c) below. In the event of such a complete termination in accordance with subsection (a), the Employer shall pay the Executive the Deferral Account balance. In the event of such a complete termination in accordance with subsection (b) or (c), the Employer shall pay the Executive the Deferral Account balance, plus an additional amount equal to the Contributions remaining to be made in accordance with Article 2 provided, however, that no earnings per share requirement shall apply. In any event, such complete termination of the Agreement shall occur only under the following circumstances and conditions.

 

 

(a)        Corporate Dissolution or Bankruptcy . The Employer may terminate and liquidate this Agreement within twelve (12) months of a corporate dissolution taxed under Code Section 331, or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that all benefits paid under the Agreement are included in the Executive’s gross income in the latest of: (i) the calendar year which the termination occurs; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable.

(b)        Change in Control . The Employer may terminate and liquidate this Agreement by taking irrevocable action to terminate and liquidate within the thirty (30) days preceding or the twelve (12) months following a Change in Control. This Agreement will then be treated as terminated only if all substantially similar arrangements sponsored by the Employer which are treated as deferred under a single plan under Treasury Regulations §1.409A-1(c)(2) are terminated and liquidated with respect to each participant who experienced the Change in Control so that the Executive and any participants in any such similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the date the Employer takes the irrevocable action to terminate the arrangements.

(c)        Discretionary Termination . The Employer may terminate and liquidate this Agreement provided that: (i) the termination does not occur proximate to a downturn in the financial health of the Employer; (ii) all arrangements sponsored by the Employer and Affiliates that would be aggregated with any terminated arrangements under Treasury Regulations §1.409A-1(c) are terminated; (iii) no payments, other than payments that would be payable under the terms of this Agreement if the termination had not occurred, are made within twelve (12) months of the date the Employer takes the irrevocable action to terminate this Agreement; (iv) all payments are made within twenty-four (24) months following the date the Employer takes the irrevocable action to terminate and liquidate this Agreement; and (v) neither the Employer nor any of its Affiliates adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulations §1.409A-1(c) if the Executive participated in both arrangements, at any time within three (3) years following the date the Employer takes the irrevocable action to terminate this Agreement.

 

Article 10

MISCELLANEOUS

10.1        No Effect on Other Rights . This Agreement constitutes the entire agreement between the Employer and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein. Nothing contained herein will confer upon the Executive the right to be retained in the service of the Employer nor limit the right of the Employer to discharge or otherwise deal with the Executive without regard to the existence hereof.

 

 

10.2        State Law . This Agreement and all rights hereunder shall be governed by and construed according to the laws of the State of New Jersey except to the extent preempted by the laws of the United States of America.

10.3        Validity . In case any provision of this Agreement shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Agreement shall be construed and enforced as if such illegal or invalid provision had never been inserted herein.

10.4        Nonassignability . Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

10.5        Unsecured General Creditor Status . Payment to the Executive or any Beneficiary hereunder shall be made from assets which shall continue, for all purposes, to be part of the general, unrestricted assets of the Employer and no person shall have any interest in any such asset by virtue of any provision of this Agreement. The Employer’s obligation hereunder shall be an unfunded and unsecured promise to pay money in the future. In the event that the Employer purchases an insurance policy insuring the life of the Executive to recover the cost of providing benefits hereunder, neither the Executive nor the Beneficiary shall have any rights whatsoever in said policy or the proceeds therefrom.

10.6        Life Insurance . If the Employer chooses to obtain insurance on the life of the Executive in connection with its obligations under this Agreement, the Executive hereby agrees to take such physical examinations and to truthfully and completely supply such information as may be required by the Employer or the insurance company designated by the Employer.

10.7        Unclaimed Benefits . The Executive shall keep the Employer informed of the Executive’s current address and the current address of the Beneficiary. If the location of the Executive is not made known to the Employer within three years after the date upon which any payment of any benefits may first be made, the Employer shall delay payment of the Executive’s benefit payment(s) until the location of the Executive is made known to the Employer; however, the Employer shall only be obligated to hold such benefit payment(s) for the Executive until the expiration of three (3) years. Upon expiration of the three (3) year period, the Employer may discharge its obligation by payment to the Beneficiary. If the location of the Beneficiary is not made known to the Employer by the end of an additional two (2) month period following expiration of the three (3) year period, the Employer may discharge its obligation by payment to the Executive’s estate. If there is no estate in existence at such time or if such fact cannot be determined by the Employer, the Executive and Beneficiary shall thereupon forfeit all rights to any benefits provided under this Agreement.

10.8        Suicide or Misstatement . The Executive shall forfeit any non-distributed amounts in the Deferral Account if the Executive commits suicide within two (2) years after the Effective Date, or if an insurance company which issued a life insurance policy covering the Executive and owned by the Employer denies coverage (i) for material misstatements of fact made by the Executive on an application for life insurance, or (ii) for any other reason.

 

 

10.9        Regulatory Restrictions.

a)        Removal . If the Executive is removed from office or permanently prohibited from participating in the Employer’s affairs by an order issued under section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. 1818(e)(4) or (g)(1), the Executive shall forfeit any non-distributed amounts in the Deferral Account.

b)        Default . If the Employer is in “default” or “in danger of default” as those terms are defined in section 3(x) of the Federal Deposit Insurance Act, 12 U.S.C. 1813(x) the Executive shall forfeit any non-distributed amounts in the Deferral Account.

c)        FDIC Open-Bank Assistance . If the Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Employer under the authority contained in Federal Deposit Insurance Act section 13(c), 12 U.S.C. 1823(c) the Executive shall forfeit any non-distributed amounts in the Deferral Account.

10.10        Forfeiture Provision . The Executive shall forfeit any unpaid benefit hereunder, if the Executive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company):

 

(i)       becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the Executive’s responsibilities will include providing banking or other financial services within fifty (50) miles of the Employer’s main office location;

(ii)       participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Employer as of the date of termination of the Executive’s employment;

(iii)       assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Employer or transaction involving the Employer;

(iv)       sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Employer (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Executive or the Employer, to the knowledge of the Executive provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to the termination of the Executive’s employment;

(v)       divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the Employer, to the knowledge of the Executive, including, but not limited to, the names and addresses of customers or prospective customers, of the Employer, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the Employer, earnings or other information concerning the Employer. The restrictions contained in this subparagraph (v) apply to all information regarding the Employer, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Executive.

 

 

The forfeiture provision detailed in this Section 9.10 shall not apply following a Change in Control or following Early Involuntary Termination.

10.11        Notice . Any notice, consent or demand required or permitted to be given to the Employer or Administrator under this Agreement shall be sufficient if in writing and hand-delivered or sent by registered or certified mail to the Employer’s principal business office. Any notice or filing required or permitted to be given to the Executive or Beneficiary under this Agreement shall be sufficient if in writing and hand-delivered or sent by mail to the last known address of the Executive or Beneficiary, as appropriate. Any notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark or on the receipt for registration or certification.

10.12        Headings and Interpretation . Headings and sub-headings in this Agreement are inserted for reference and convenience only and shall not be deemed part of this Agreement. Wherever the fulfillment of the intent and purpose of this Agreement requires and the context will permit, the use of the masculine gender includes the feminine and use of the singular includes the plural.

10.13        Alternative Action . In the event it becomes impossible for the Employer or the Administrator to perform any act required by this Agreement due to regulatory or other constraints, the Employer or Administrator may perform such alternative act as most nearly carries out the intent and purpose of this Agreement and is in the best interests of the Employer, provided that such alternative act does not violate Code Section 409A.

10.14        Coordination with Other Benefits . The benefits provided for the Executive or the Beneficiary under this Agreement are in addition to any other benefits available to the Executive under any other plan or program for employees of the Employer. This Agreement shall supplement and shall not supersede, modify, or amend any other such plan or program except as may otherwise be expressly provided herein.

 

 

10.15        Inurement . This Agreement shall be binding upon and shall inure to the benefit of the Employer, its successor and assigns, and the Executive, the Executive’s successors, heirs, executors, administrators, and the Beneficiary.

10.16        Tax Withholding . The Employer may make such provisions and take such action as it deems necessary or appropriate for the withholding of any taxes which the Employer is required by any law or regulation to withhold in connection with any benefits under the Agreement. The Executive shall be responsible for the payment of all individual tax liabilities relating to any benefits paid hereunder.

10.17        Aggregation of Agreement . If the Employer offers other non-qualified deferred compensation plans in addition to this Agreement, this Agreement and those plans shall be treated as a single plan to the extent required under Code Section 409A.

 

IN WITNESS WHEREOF, the Executive and a representative of the Employer have executed this Agreement document as indicated below:

Executive:   Employer:
       
       
/s/ John P. Babcock    By: /s/ Douglas L. Kennedy  
    Its: President and Chief Executive Officer

 

 

 

DEFERRED COMPENSATION AGREEMENT

Distribution Election Form

Form and Timing of Distributions

 

 

Benefit

 

Distribution of Benefit

(Indicate number of years between 2 and 10)

§ 5.1 - Normal Benefit Quarterly installments for _____ years

§ 5.2 - Early Voluntary Termination Benefit *

§ 5.3 - Early Involuntary Termination Benefit*

Quarterly installments for _____ years
§ 5.4 - Disability Benefit Quarterly installments for _____ years
§ 5.5 – Change in Control Benefit

_____ Lump sum

or

_____ Quarterly installments for _____ years

 

( Initial either lump sum or installments.)

 

§ 5.6 - Death Benefit

_____ Lump Sum

or

_____ Quarterly installments for _____ years

 

(Initial either lump sum or installments.)

 

*Per 409A, the form and timing for these two triggering events must be the same.

 

Name:                    
     
Signature:    
     
Date:    

 

 

 

Received by the Administrator this _____ day of ____________________, 20___

 

By:    
     
Title:    

 

 

 

DEFERRED COMPENSATION AGREEMENT

Beneficiary Designation

I, John P. Babcock, designate the following as Beneficiary under this Agreement:

Primary  
    %
    %
Contingent  
    %
    %

 

I understand that I may change this beneficiary designation by delivering a new written designation to the Administrator, which shall be effective only upon receipt by the Administrator prior to my death. I further understand that the designation will be automatically revoked if the Beneficiary predeceases me or if I have named my spouse as Beneficiary and our marriage is subsequently dissolved.

Signature:          __________________________                    Date: _______

 

SPOUSAL CONSENT (Required only if Administrator requests and someone other than spouse is named Beneficiary)

I consent to the beneficiary designation above. I also acknowledge that if I am named Beneficiary and my marriage is subsequently dissolved, the beneficiary designation will be automatically revoked.

Spouse Name:          ___________________________________

Signature:          __________________________          Date: _______

Received by the Administrator this ________ day of ___________________, 20__

By:    
     
Title:    

 

 

 

 

Exhibit (D)

DEFERRED COMPENSATION AGREEMENT

THIS DEFERRED COMPENSATION AGREEMENT (this “Agreement”), adopted this 4 th day of August, 2017, by and between Peapack-Gladstone Bank located in Bedminster, New Jersey (the “Employer”), and Jeffrey J. Carfora (the “Executive”), formalizes the agreements and understanding between the Employer and the Executive.

WITNESSETH :

WHEREAS, the Executive is employed by the Employer;

WHEREAS, the Employer recognizes the valuable services the Executive has performed for the Employer and wishes to further encourage the Executive’s retention and continued employment;

WHEREAS, the Employer and the Executive intend this Agreement shall at all times be administered and interpreted in compliance with Code Section 409A; and

WHEREAS, the Employer intends this Agreement shall at all times be administered and interpreted in such a manner as to constitute an unfunded nonqualified deferred compensation arrangement, maintained primarily to provide supplemental benefits for the Executive, in order to encourage retention and continued employment of said Executive;

WHEREAS, the Employer wishes to provide the terms and conditions upon which the Employer shall pay additional benefits to the Executive, to encourage retention and continued employment; NOW THEREFORE, in consideration of the premises and of the mutual promises herein contained, the Employer and the Executive agree as follows:

ARTICLE 1

DEFINITIONS

For the purpose of this Agreement, the following phrases or terms shall have the indicated meanings:

1.1        “Administrator” means the Board or its designee.

1.2        “Affiliate” means any business entity with whom the Employer would be considered a single employer under Section 414(b) and 414(c) of the Code. Such term shall be interpreted in a manner consistent with the definition of “service recipient” contained in Code Section 409A.

1.3        “Beneficiary” means the person or persons designated in writing by the Executive to receive benefits hereunder in the event of the Executive’s death.

1.4        “Board” means the Board of Directors of the Employer.

 

 

1.5        “Cause” means any of the following acts or circumstances: gross negligence or gross neglect of duties to the Employer; conviction of a felony or of a gross misdemeanor involving moral turpitude in connection with the Executive’s employment with the Employer; or fraud, disloyalty, dishonesty or willful violation of any law or significant Employer policy committed in connection with the Executive's employment and resulting in a material adverse effect on the Employer.

1.6        “Change in Control” means a change in the ownership or effective control of the Employer, or in the ownership of a substantial portion of the assets of the Employer, as such change is defined in Code Section 409A and regulations thereunder.

1.7        “Claimant” means a person who believes that he or she is being denied a benefit to which he or she is entitled hereunder.

1.8        “Code” means the Internal Revenue Code of 1986, as amended.

1.9        “Contribution” means the amount the Employer credits to the Deferral Account according to the provisions of Article 2.

1.10        “Crediting Rate” means the average Wall Street Journal prime rate on the last day of the prior quarter (March 31 prime rate for the June 30 quarter), provided that such rate shall not be more than seven and one-half percent (7.5%).

1.11        “Disability” means a condition of the Executive whereby the Executive either: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Employer. The Administrator will determine whether the Executive has incurred a Disability based on its own good faith determination and may require the Executive to submit to reasonable physical and mental examinations for this purpose. The Executive will also be deemed to have incurred a Disability if determined to be totally disabled by the Social Security Administration or in accordance with a disability insurance program, provided that the definition of disability applied under such disability insurance program complies with the initial sentence of this Section.

1.12        “Early Involuntary Termination” means a Separation from Service prior to Normal Benefit Date which (i) is a Termination for Good Reason or (ii) occurs other than at the Executive’s request and for reasons other than Cause or Disability or (iii) occurs more than twenty-four (24) months following a Change in Control.

1.13        “Early Voluntary Termination” means that the Executive, prior to Normal Benefit Date, experiences a Separation from Service for reasons other than Cause, Disability or Early Involuntary Termination, or following a Change in Control.

 

 

1.14        “Effective Date” means August 4, 2017.

1.15        “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

1.16        “Holding Company” means Peapack-Gladstone Financial Corporation, the Employer’s parent company.

1.17        “Normal Benefit Date” means June 30, 2022.

1.18        “Separation from Service” means a termination of the Executive’s employment with the Employer and its Affiliates for reasons other than death or Disability. A Separation from Service may occur as of a specified date for purposes of the Agreement even if the Executive continues to provide some services for the Employer or its Affiliates after that date, provided that the facts and circumstances indicate that the Employer and the Executive reasonably anticipated at that date that either no further services would be performed after that date, or that the level of bona fide services the Executive would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed over the immediately preceding thirty-six (36) month period (or the full period during which the Executive performed services for the Employer, if that is less than thirty-six (36) months). A Separation from Service will not be deemed to have occurred while the Executive is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six (6) months or, if longer, the period for which a statute or contract provides the Executive with the right to reemployment with the Employer. If the Executive’s leave exceeds six (6) months but the Executive is not entitled to reemployment under a statute or contract, the Executive incurs a Separation of Service on the next day following the expiration of such six (6) month period. In determining whether a Separation of Service occurs the Administrator shall take into account, among other things, the definition of “service recipient” and “employer” set forth in Treasury regulation §1.409A-1(h)(3). The Administrator shall have full and final authority, to determine conclusively whether a Separation from Service occurs, and the date of such Separation from Service.

1.19        “Specified Employee” means an individual that satisfies the definition of a “key employee” of the Employer as such term is defined in Code §416(i) (without regard to Code §416(i)(5)), provided that the stock of the Employer is publicly traded on an established securities market or otherwise, as defined in Code §1.897-1(m). If the Executive is a key employee at any time during the twelve (12) months ending on December 31, the Executive is a Specified Employee for the twelve (12) month period commencing on the first day of the following April.

1.20        “Termination for Good Reason” means Separation from Service after the occurrence of one or more of the following circumstances without the Executive’s consent:

(i)        a material reduction in the Executive’s base compensation;

 

 

(ii)        an involuntary relocation of the Executive’s principal place of business to a location that is more than 50 miles from the Executive’s workplace as of the date hereof;

(iii)       the assignment of the Executive to any duties which are fundamentally and significantly inconsistent with the Executive’s duties with the Employer as of the date hereof or a fundamental and substantial reduction of the Executive’s duties or responsibilities;

provided, however, that prior to any Termination for Good Reason, the Executive must first provide written notice to the Employer within sixty (60) days of the initial existence of the condition, describing the existence of such condition, and the Employer shall thereafter have the right to remedy the condition within thirty (30) days of the date the Employer received the written notice from the Executive. If the Employer remedies the condition within such thirty (30) day cure period, then no good reason shall be deemed to exist with respect to such condition. If the Employer does not remedy the condition within such thirty (30) day cure period, then the Executive may deliver a notice of Termination for Good Reason at any time within sixty (60) days following the expiration of such cure period.

Article 2

CONTRIBUTIONS

The Employer has targeted annual Contributions of One Hundred Thousand Dollars ($100,000) on the Executive’s behalf for five (5) years. The Employer intends to make quarterly Contributions of Twenty Five Thousand Dollars ($25,000) toward this annual total as of the first day of each calendar quarter (except that the first quarterly payment will commence on the Effective Date), provided that the Executive is employed on such date and the Employer generated a minimum earnings per share equal to at least sixty percent (60%) of budgeted earnings per share (to be adjusted for any stock dividends or splits) for the previous publicly reported 12 month period (i.e. 12 months ended March 31, 2017 for the July 1, 2017 contribution).

Article 3

dEFERRAL ACCOUNT

3.1        Establishing and Crediting of Deferral Account . The Employer shall establish a Deferral Account on its books for the Executive and shall credit to the Deferral Account the following amounts:

(a)       Any Contributions under Article 2 hereof; and

(b)       Interest as follows:

(i)       on the last day of each quarter until the earliest of Separation from Service, Disability or the Executive’s death, interest shall be credited on the Deferral Account balance at an annual rate equal to the Crediting Rate.

 

 

(ii)       on the last day of each quarter after Separation from Service, Disability or the Executive’s death, interest shall be credited on the Deferral Account balance at an annual rate equal to the Crediting Rate.

3.2        Recordkeeping Device Only . The Deferral Account is solely a device for measuring amounts to be paid under this Agreement and is not a trust fund of any kind.

ARTICLE 4

VESTING

 

Executive will vest in his Deferral Account balance one-third each year over the first three years based on a quarterly vesting of 8.3325% at each quarter end beginning September 30, 2017 until fully vested(i.e. on September 30, 2017 Executive would be 8.3325% vested in the accumulated account balance (including interest) and on September 30, 2018 Executive would be 33 1/3 percent vested in the accumulated account balance (including interest)).

 

ARTICLE 5

PAYMENT OF BENEFITS

5.1        Normal Benefit . Upon Separation from Service after Normal Benefit Date, the Employer shall pay the Executive the Deferral Account balance calculated at Separation from Service. This benefit shall be paid in quarterly installments between 2 years and 10 years, at the selection of the Executive, and shall commence the first day of the immediately subsequent quarter following Separation from Service. During the payment period, interest shall be credited on the unpaid portion of the Deferral Account balance as described in Section 3.1(b)(ii). The quarterly payments shall be amortized in such a way so as to produce equal payments over the remaining payment period.  This will require quarterly reamortization for changes in the Crediting Rate.

5.2        Early Voluntary Termination Benefit . If Early Voluntary Termination occurs, the Employer shall pay the Executive the vested portion of the Deferral Account balance. This benefit shall be paid in quarterly installments between 2 years and 10 years, at the selection of the Executive, and shall commence the first day of the immediately subsequent quarter following Separation from Service. During the payment period, interest shall be credited on the unpaid portion of the Deferral Account balance as described in Section 3.1(b)(ii). The quarterly payments shall be amortized in such a way so as to produce equal payments over the remaining payment period.  This will require quarterly reamortization for changes in the Crediting Rate.

5.3        Early Involuntary Termination Benefit . If Early Involuntary Termination occurs, the Employer shall pay the Executive the Deferral Account balance at Separation from Service, plus an additional amount equal to the Contributions remaining to be made in accordance with Article 2. This benefit shall be paid in quarterly installments between 2 years and 10 years, at the selection of the Executive, and shall commence the first day of the immediately subsequent quarter following Separation from Service. During the payment period, interest shall be credited on the unpaid portion of the benefit as described in Section 3.1(b)(ii). The quarterly payments shall be amortized in such a way so as to produce equal payments over the remaining payment period.  This will require quarterly reamortization for changes in the Crediting Rate.

 

 

5.4        Disability Benefit . If the Executive experiences a Disability p rior to Separation from Service and Normal Benefit Date, the Employer shall pay the Executive the Deferral Account balance at Disability, plus an additional amount equal to the Contributions remaining to be made in accordance with Article 2. This benefit shall be paid in quarterly installments between 2 years and 10 years, at the selection of the Executive, and shall commence the first day of the immediately subsequent quarter following Disability. During the payment period, interest shall be credited on the unpaid portion of the benefit as described in Section 3.1(b)(ii). The quarterly payments shall be amortized in such a way so as to produce equal payments over the remaining payment period.  This will require quarterly reamortization for changes in the Crediting Rate.

5.5        Change in Control Benefit . If a Change in Control occurs, followed within twenty-four (24) months by a Separation from Service prior to Normal Benefit Date, the Employer shall pay the Executive the Deferral Account balance at Separation from Service, plus an additional amount equal to the Contributions remaining to be made in accordance with Article 2 provided, however, that no earnings per share requirement shall apply. This benefit shall be paid in a lump sum or in quarterly installments up to 10 years, at the selection of the Executive, and shall commence the first day of the immediately subsequent quarter following Separation from Service. During the payment period, interest shall be credited on the unpaid portion of the benefit as described in Section 3.1(b)(ii). The quarterly payments shall be amortized in such a way so as to produce equal payments over the remaining payment period.  This will require quarterly reamortization for changes in the Crediting Rate.

5.6        Death Prior to Separation from Service and Disability . In the event the Executive dies prior to Separation from Service and Disability, the Employer shall pay the Beneficiary the Deferral Account balance as of the date of the Executive’s death, plus an additional amount equal to the Contributions remaining to be made in accordance with Article 2. This benefit shall be paid in a lump sum or in quarterly installments up to 10 years, at the selection of the Executive, and shall commence the first day of the immediately subsequent quarter following the Executive’s death. During the payment period, interest shall be credited on the unpaid portion of the benefit as described in Section 3.1(b)(ii). The quarterly payments shall be amortized in such a way so as to produce equal payments over the remaining payment period.  This will require quarterly reamortization for changes in the Crediting Rate.

5.7        One Benefit Only . The Executive and Beneficiary are entitled to a benefit under only one of Sections 4.1 through 4.6 of this Agreement, which shall be determined by the first event to occur that causes a benefit to be paid under this Agreement. The subsequent occurrence of other events shall not entitle the Executive or Beneficiary to other or additional benefits hereunder.

 

 

5.8        Death Subsequent to Commencement of Benefit Payments . In the event the Executive dies while receiving payments, but prior to receiving all payments due and owing hereunder, the Employer shall pay the Beneficiary the same amounts at the same times as the Employer would have paid the Executive, had the Executive survived.

5.9        Termination for Cause . If the Employer terminates the Executive’s employment for Cause or if the Executive takes any of the actions described in Section 9.10(i), (ii), (iii), (iv) or (v), then the Executive shall forfeit all unpaid benefits hereunder.

5.10        Restriction on Commencement of Distributions .  Notwithstanding any provision of this Agreement to the contrary, if the Executive is considered a Specified Employee at the time of Separation from Service, the provisions of this Section shall govern all distributions hereunder. Distributions which would otherwise be made to the Executive due to Separation from Service shall not be made during the first six (6) months following Separation from Service. Rather, any distribution which would otherwise be paid to the Executive during such period shall be accumulated and paid to the Executive in a lump sum on the first day of the seventh month following Separation from Service, or if earlier, upon the Executive’s death. All subsequent distributions shall be paid as they would have had this Section not applied.

5.11        Acceleration of Payments . Except as specifically permitted herein, no acceleration of the time or schedule of any payment may be made hereunder. Notwithstanding the foregoing, payments may be accelerated, in accordance with the provisions of Treasury Regulation §1.409A-3(j)(4) in the following circumstances: (i) as a result of certain domestic relations orders; (ii) in compliance with ethics agreements with the federal government; (iii) in compliance with the ethics laws or conflicts of interest laws; (iv) in limited cashouts (but not in excess of the limit under Code §402(g)(1)(B)); (v) to pay employment-related taxes; or (vi) to pay any taxes that may become due at any time that the Agreement fails to meet the requirements of Code Section 409A.

5.12        Delays in Payment by Employer . A payment may be delayed to a date after the designated payment date under any of the circumstances described below, and the provision will not fail to meet the requirements of establishing a permissible payment event. The delay in the payment will not constitute a subsequent deferral election, so long as the Employer treats all payments to similarly situated Participants on a reasonably consistent basis.

(a)        Payments subject to Code Section 162(m) . If the Employer reasonably anticipates that the Employer’s deduction with respect to any distribution under this Agreement would be limited or eliminated by application of Code Section 162(m), then to the extent deemed necessary by the Employer to ensure that the entire amount of any distribution from this Agreement is deductible, the Employer may delay payment of any amount that would otherwise be distributed under this Agreement. The delayed amounts shall be distributed to the Executive (or the Beneficiary in the event of the Executive’s death) at the earliest date the Employer reasonably anticipates that the deduction of the payment of the amount will not be limited or eliminated by application of Code Section 162(m).

 

 

(b)        Payments that would violate Federal securities laws or other applicable law . A payment may be delayed where the Employer reasonably anticipates that the making of the payment will violate Federal securities laws or other applicable law provided that the payment is made at the earliest date at which the Employer reasonably anticipates that the making of the payment will not cause such violation. The making of a payment that would cause inclusion in gross income or the application of any penalty provision of the Internal Revenue Code is not treated as a violation of law.

(c)        Solvency . Notwithstanding the above, a payment may be delayed where the payment would jeopardize the ability of the Employer to continue as a going concern.

5.13        Treatment of Payment as Made on Designated Payment Date . Solely for purposes of determining compliance with Code Section 409A, any payment under this Agreement made after the required payment date shall be deemed made on the required payment date provided that such payment is made by the latest of: (i) the end of the calendar year in which the payment is due; (ii) the 15 th day of the third calendar month following the payment due date; (iii) if Employer cannot calculate the payment amount on account of administrative impracticality which is beyond the Executive’s control, the end of the first calendar year which payment calculation is practicable; and (iv) if Employer does not have sufficient funds to make the payment without jeopardizing the Employer’s solvency, in the first calendar year in which the Employer’s funds are sufficient to make the payment.

5.14        Facility of Payment . If a distribution is to be made to a minor, or to a person who is otherwise incompetent, then the Administrator may make such distribution: (i) to the legal guardian, or if none, to a parent of a minor payee with whom the payee maintains his or her residence; or (ii) to the conservator or administrator or, if none, to the person having custody of an incompetent payee. Any such distribution shall fully discharge the Employer and the Administrator from further liability on account thereof.

5.15        Excise Tax Limitation . Notwithstanding any provision of this Agreement to the contrary, if any benefit payment hereunder would be treated as an “excess parachute payment” under Code Section 280G, the Employer shall reduce such benefit payment to the extent necessary to avoid treating such benefit payment as an excess parachute payment. The Executive shall be entitled to only the reduced benefit and shall forfeit any amount over and above the reduced amount.

5.16        Changes in Form or Timing of Benefit Payments . The Employer and the Executive may, subject to the terms hereof, amend this Agreement to delay the timing or change the form of payments. Any such amendment:

(a)       must take effect not less than twelve (12) months after the amendment is made;

 

 

(b)       must, for benefits distributable due solely to the arrival of a specified date, or on account of Separation from Service or Change in Control, delay the commencement of distributions for a minimum of five (5) years from the date the first distribution was originally scheduled to be made;

(c)       must, for benefits distributable due solely to the arrival of a specified date, be made not less than twelve (12) months before distribution is scheduled to begin; and

(d)       may not accelerate the time or schedule of any distribution.

Article 6

Beneficiaries

6.1        Designation of Beneficiaries . The Executive may designate any person to receive any benefits payable under the Agreement upon the Executive’s death, and the designation may be changed from time to time by the Executive by filing a new designation. Each designation will revoke all prior designations by the Executive, shall be in the form prescribed by the Administrator and shall be effective only when filed in writing with the Administrator during the Executive’s lifetime. If the Executive names someone other than the Executive’s spouse as a Beneficiary, the Administrator may, in its sole discretion, determine that spousal consent is required to be provided in a form designated by the Administrator, executed by the Executive’s spouse and returned to the Administrator. The Executive’s beneficiary designation shall be deemed automatically revoked if the Beneficiary predeceases the Executive or if the Executive names a spouse as Beneficiary and the marriage is subsequently dissolved.

6.2        Absence of Beneficiary Designation . In the absence of a valid Beneficiary designation, or if, at the time any benefit payment is due to a Beneficiary, there is no living Beneficiary validly named by the Executive, the Employer shall pay the benefit payment to the Executive’s spouse. If the spouse is not living then the Employer shall pay the benefit payment to the Executive’s living descendants per stirpes , and if there are no living descendants, to the Executive’s estate. In determining the existence or identity of anyone entitled to a benefit payment, the Employer may rely conclusively upon information supplied by the Executive’s personal representative, executor, or administrator.

Article 7

ADMINISTRATION

7.1        Administrator Duties . The Administrator shall be responsible for the management, operation, and administration of the Agreement. When making a determination or calculation, the Administrator shall be entitled to rely on information furnished by the Employer, Executive or Beneficiary. No provision of this Agreement shall be construed as imposing on the Administrator any fiduciary duty under ERISA or other law, or any duty similar to any fiduciary duty under ERISA or other law.

 

 

7.2        Administrator Authority . The Administrator shall enforce this Agreement in accordance with its terms, shall be charged with the general administration of this Agreement, and shall have all powers necessary to accomplish its purposes.

7.3        Binding Effect of Decision . The decision or action of the Administrator with respect to any question arising out of or in connection with the administration, interpretation or application of this Agreement and the rules and regulations promulgated hereunder shall be final, conclusive and binding upon all persons having any interest in this Agreement.

7.4        Compensation, Expenses and Indemnity . The Administrator shall serve without compensation for services rendered hereunder. The Administrator is authorized at the expense of the Employer to employ such legal counsel and recordkeeper as it may deem advisable to assist in the performance of its duties hereunder. Expense and fees in connection with the administration of this Agreement shall be paid by the Employer.

7.5        Employer Information . The Employer shall supply full and timely information to the Administrator on all matters relating to the Executive’s compensation, death, Disability or Separation from Service, and such other information as the Administrator reasonably requires.

7.6        Termination of Participation . If the Administrator determines in good faith that the Executive no longer qualifies as a member of a select group of management or highly compensated employees, as determined in accordance with ERISA, the Administrator shall have the right, in its sole discretion, to prohibit any further crediting to the Deferral Account.

7.7        Compliance with Code Section 409A . The Employer and the Executive intend that the Agreement comply with the provisions of Code Section 409A to prevent the inclusion in gross income of any amounts deferred hereunder in a taxable year prior to the year in which amounts are actually paid to the Executive or Beneficiary. This Agreement shall be construed, administered and governed in a manner that affects such intent, and the Administrator shall not take any action that would be inconsistent therewith.

Article 8

Claims and Review Procedures

8.1        Claims Procedure . A Claimant who has not received benefits under this Agreement that he or she believes should be distributed shall make a claim for such benefits as follows.

(a)        Initiation – Written Claim . The Claimant initiates a claim by submitting to the Administrator a written claim for the benefits. If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within sixty (60) days after such notice was received by the Claimant. All other claims must be made within one hundred eighty (180) days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the Claimant.

 

 

(b)        Timing of Administrator Response . The Administrator shall respond to such Claimant within ninety (90) days after receiving the claim. If the Administrator determines that special circumstances require additional time for processing the claim, the Administrator can extend the response period by an additional ninety (90) days by notifying the Claimant in writing, prior to the end of the initial ninety (90) day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Administrator expects to render its decision.

(c)        Notice of Decision . If the Administrator denies part or all of the claim, the Administrator shall notify the Claimant in writing of such denial. The Administrator shall write the notification in a manner calculated to be understood by the Claimant. The notification shall set forth: (i) the specific reasons for the denial; (ii) a reference to the specific provisions of this Agreement on which the denial is based; (iii) a description of any additional information or material necessary for the Claimant to perfect the claim and an explanation of why it is needed; (iv) an explanation of this Agreement’s review procedures and the time limits applicable to such procedures; and (v) a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

8.2        Review Procedure . If the Administrator denies part or all of the claim, the Claimant shall have the opportunity for a full and fair review by the Administrator of the denial as follows.

(a)        Initiation – Written Request . To initiate the review, the Claimant, within sixty (60) days after receiving the Administrator’s notice of denial, must file with the Administrator a written request for review.

(b)        Additional Submissions – Information Access . The Claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Administrator shall also provide the Claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the Claimant’s claim for benefits.

(c)        Considerations on Review . In considering the review, the Administrator shall take into account all materials and information the Claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

(d)        Timing of Administrator Response . The Administrator shall respond in writing to such Claimant within sixty (60) days after receiving the request for review. If the Administrator determines that special circumstances require additional time for processing the claim, the Administrator can extend the response period by an additional sixty (60) days by notifying the Claimant in writing, prior to the end of the initial sixty (60) day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Administrator expects to render its decision.

 

 

(e)        Notice of Decision . The Administrator shall notify the Claimant in writing of its decision on review. The Administrator shall write the notification in a manner calculated to be understood by the Claimant. The notification shall set forth: (a) the specific reasons for the denial; (b) a reference to the specific provisions of this Agreement on which the denial is based; (c) a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the Claimant’s claim for benefits; and (d) a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a).

ARTICLE 9

AMENDMENT AND TERMINATION

9.1        Agreement Amendment Generally . Except as provided in Section 8.2, this Agreement may be amended only by a written agreement signed by both the Employer and the Executive.

9.2        Amendment to Insure Proper Characterization of Agreement . Notwithstanding anything in this Agreement to the contrary, the Agreement may be amended by the Employer at any time, if found necessary in the opinion of the Employer, i) to ensure that the Agreement is characterized as plan of deferred compensation maintained for a select group of management or highly compensated employees as described under ERISA, ii) to conform the Agreement to the requirements of any applicable law or iii) to comply with the written instructions of the Employer’s auditors or banking regulators.

9.3        Agreement Termination Generally . Except as provided in Section 8.4, this Agreement may be terminated only by a written agreement signed by the Employer and the Executive. Such termination shall not cause a distribution of benefits under this Agreement. Rather, upon such termination benefit distributions will be made at the earliest distribution event permitted under Article 5.

9.4        Effect of Complete Termination . Notwithstanding anything to the contrary in Section 8.3, and subject to the requirements of Code Section 409A and Treasury Regulations §1.409A-3(j)(4)(ix), the Employer may completely terminate and liquidate the Agreement in accordance with subsections (a), (b) or (c) below. In the event of such a complete termination in accordance with subsection (a), the Employer shall pay the Executive the Deferral Account balance. In the event of such a complete termination in accordance with subsection (b) or (c), the Employer shall pay the Executive the Deferral Account balance, plus an additional amount equal to the Contributions remaining to be made in accordance with Article 2 provided, however, that no earnings per share requirement shall apply. In any event, such complete termination of the Agreement shall occur only under the following circumstances and conditions.

 

 

(a)        Corporate Dissolution or Bankruptcy . The Employer may terminate and liquidate this Agreement within twelve (12) months of a corporate dissolution taxed under Code Section 331, or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that all benefits paid under the Agreement are included in the Executive’s gross income in the latest of: (i) the calendar year which the termination occurs; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable.

(b)        Change in Control . The Employer may terminate and liquidate this Agreement by taking irrevocable action to terminate and liquidate within the thirty (30) days preceding or the twelve (12) months following a Change in Control. This Agreement will then be treated as terminated only if all substantially similar arrangements sponsored by the Employer which are treated as deferred under a single plan under Treasury Regulations §1.409A-1(c)(2) are terminated and liquidated with respect to each participant who experienced the Change in Control so that the Executive and any participants in any such similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the date the Employer takes the irrevocable action to terminate the arrangements.

(c)        Discretionary Termination . The Employer may terminate and liquidate this Agreement provided that: (i) the termination does not occur proximate to a downturn in the financial health of the Employer; (ii) all arrangements sponsored by the Employer and Affiliates that would be aggregated with any terminated arrangements under Treasury Regulations §1.409A-1(c) are terminated; (iii) no payments, other than payments that would be payable under the terms of this Agreement if the termination had not occurred, are made within twelve (12) months of the date the Employer takes the irrevocable action to terminate this Agreement; (iv) all payments are made within twenty-four (24) months following the date the Employer takes the irrevocable action to terminate and liquidate this Agreement; and (v) neither the Employer nor any of its Affiliates adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulations §1.409A-1(c) if the Executive participated in both arrangements, at any time within three (3) years following the date the Employer takes the irrevocable action to terminate this Agreement.

 

Article 10

MISCELLANEOUS

10.1        No Effect on Other Rights . This Agreement constitutes the entire agreement between the Employer and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein. Nothing contained herein will confer upon the Executive the right to be retained in the service of the Employer nor limit the right of the Employer to discharge or otherwise deal with the Executive without regard to the existence hereof.

 

 

10.2        State Law . This Agreement and all rights hereunder shall be governed by and construed according to the laws of the State of New Jersey except to the extent preempted by the laws of the United States of America.

10.3        Validity . In case any provision of this Agreement shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Agreement shall be construed and enforced as if such illegal or invalid provision had never been inserted herein.

10.4        Nonassignability . Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

10.5        Unsecured General Creditor Status . Payment to the Executive or any Beneficiary hereunder shall be made from assets which shall continue, for all purposes, to be part of the general, unrestricted assets of the Employer and no person shall have any interest in any such asset by virtue of any provision of this Agreement. The Employer’s obligation hereunder shall be an unfunded and unsecured promise to pay money in the future. In the event that the Employer purchases an insurance policy insuring the life of the Executive to recover the cost of providing benefits hereunder, neither the Executive nor the Beneficiary shall have any rights whatsoever in said policy or the proceeds therefrom.

10.6        Life Insurance . If the Employer chooses to obtain insurance on the life of the Executive in connection with its obligations under this Agreement, the Executive hereby agrees to take such physical examinations and to truthfully and completely supply such information as may be required by the Employer or the insurance company designated by the Employer.

10.7        Unclaimed Benefits . The Executive shall keep the Employer informed of the Executive’s current address and the current address of the Beneficiary. If the location of the Executive is not made known to the Employer within three years after the date upon which any payment of any benefits may first be made, the Employer shall delay payment of the Executive’s benefit payment(s) until the location of the Executive is made known to the Employer; however, the Employer shall only be obligated to hold such benefit payment(s) for the Executive until the expiration of three (3) years. Upon expiration of the three (3) year period, the Employer may discharge its obligation by payment to the Beneficiary. If the location of the Beneficiary is not made known to the Employer by the end of an additional two (2) month period following expiration of the three (3) year period, the Employer may discharge its obligation by payment to the Executive’s estate. If there is no estate in existence at such time or if such fact cannot be determined by the Employer, the Executive and Beneficiary shall thereupon forfeit all rights to any benefits provided under this Agreement.

10.8        Suicide or Misstatement . The Executive shall forfeit any non-distributed amounts in the Deferral Account if the Executive commits suicide within two (2) years after the Effective Date, or if an insurance company which issued a life insurance policy covering the Executive and owned by the Employer denies coverage (i) for material misstatements of fact made by the Executive on an application for life insurance, or (ii) for any other reason.

 

 

10.9        Regulatory Restrictions.

a)        Removal . If the Executive is removed from office or permanently prohibited from participating in the Employer’s affairs by an order issued under section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. 1818(e)(4) or (g)(1), the Executive shall forfeit any non-distributed amounts in the Deferral Account.

b)        Default . If the Employer is in “default” or “in danger of default” as those terms are defined in section 3(x) of the Federal Deposit Insurance Act, 12 U.S.C. 1813(x) the Executive shall forfeit any non-distributed amounts in the Deferral Account.

c)        FDIC Open-Bank Assistance . If the Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Employer under the authority contained in Federal Deposit Insurance Act section 13(c), 12 U.S.C. 1823(c) the Executive shall forfeit any non-distributed amounts in the Deferral Account.

10.10        Forfeiture Provision . The Executive shall forfeit any unpaid benefit hereunder, if the Executive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company):

 

(i)       becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the Executive’s responsibilities will include providing banking or other financial services within fifty (50) miles of the Employer’s main office location;

(ii)       participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Employer as of the date of termination of the Executive’s employment;

(iii)       assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Employer or transaction involving the Employer;

(iv)       sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Employer (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Executive or the Employer, to the knowledge of the Executive provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to the termination of the Executive’s employment;

 

 

(v)       divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the Employer, to the knowledge of the Executive, including, but not limited to, the names and addresses of customers or prospective customers, of the Employer, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the Employer, earnings or other information concerning the Employer. The restrictions contained in this subparagraph (v) apply to all information regarding the Employer, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Executive.

The forfeiture provision detailed in this Section 9.10 shall not apply following a Change in Control or following Early Involuntary Termination.

10.11        Notice . Any notice, consent or demand required or permitted to be given to the Employer or Administrator under this Agreement shall be sufficient if in writing and hand-delivered or sent by registered or certified mail to the Employer’s principal business office. Any notice or filing required or permitted to be given to the Executive or Beneficiary under this Agreement shall be sufficient if in writing and hand-delivered or sent by mail to the last known address of the Executive or Beneficiary, as appropriate. Any notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark or on the receipt for registration or certification.

10.12        Headings and Interpretation . Headings and sub-headings in this Agreement are inserted for reference and convenience only and shall not be deemed part of this Agreement. Wherever the fulfillment of the intent and purpose of this Agreement requires and the context will permit, the use of the masculine gender includes the feminine and use of the singular includes the plural.

10.13 Alternative Action . In the event it becomes impossible for the Employer or the Administrator to perform any act required by this Agreement due to regulatory or other constraints, the Employer or Administrator may perform such alternative act as most nearly carries out the intent and purpose of this Agreement and is in the best interests of the Employer, provided that such alternative act does not violate Code Section 409A.

10.14        Coordination with Other Benefits . The benefits provided for the Executive or the Beneficiary under this Agreement are in addition to any other benefits available to the Executive under any other plan or program for employees of the Employer. This Agreement shall supplement and shall not supersede, modify, or amend any other such plan or program except as may otherwise be expressly provided herein.

 

 

10.15        Inurement . This Agreement shall be binding upon and shall inure to the benefit of the Employer, its successor and assigns, and the Executive, the Executive’s successors, heirs, executors, administrators, and the Beneficiary.

10.16        Tax Withholding . The Employer may make such provisions and take such action as it deems necessary or appropriate for the withholding of any taxes which the Employer is required by any law or regulation to withhold in connection with any benefits under the Agreement. The Executive shall be responsible for the payment of all individual tax liabilities relating to any benefits paid hereunder.

10.17        Aggregation of Agreement . If the Employer offers other non-qualified deferred compensation plans in addition to this Agreement, this Agreement and those plans shall be treated as a single plan to the extent required under Code Section 409A.

 

IN WITNESS WHEREOF, the Executive and a representative of the Employer have executed this Agreement document as indicated below:

Executive:   Employer:
       
       
/s/ Jeffrey J. Carfora    By: /s/ Douglas L. Kennedy 
    Its: President and Chief Executive Officer 

 

 

 

DEFERRED COMPENSATION AGREEMENT

Distribution Election Form

Form and Timing of Distributions

 

 

Benefit

 

Distribution of Benefit

(Indicate number of years between 2 and 10)

§ 5.1 - Normal Benefit Quarterly installments for _____ years

§ 5.2 - Early Voluntary Termination Benefit *

§ 5.3 - Early Involuntary Termination Benefit*

Quarterly installments for _____ years
§ 5.4 - Disability Benefit Quarterly installments for _____ years
§ 5.5 – Change in Control Benefit

_____ Lump sum

or

_____ Quarterly installments for _____ years

 

( Initial either lump sum or installments.)

 

§ 5.6 - Death Benefit

_____ Lump Sum

or

_____ Quarterly installments for _____ years

 

(Initial either lump sum or installments.)

 

*Per 409A, the form and timing for these two triggering events must be the same.

 

Name:                    
     
Signature:    
     
Date:    

 

 

 

Received by the Administrator this _____ day of ____________________, 20___

 

 

By:    
     
Title:    

 

 

DEFERRED COMPENSATION AGREEMENT

Beneficiary Designation

I, Jeffrey J. Carfora, designate the following as Beneficiary under this Agreement:

Primary  
    %
    %
Contingent  
    %
    %

 

I understand that I may change this beneficiary designation by delivering a new written designation to the Administrator, which shall be effective only upon receipt by the Administrator prior to my death. I further understand that the designation will be automatically revoked if the Beneficiary predeceases me or if I have named my spouse as Beneficiary and our marriage is subsequently dissolved.

Signature:          __________________________                    Date: _______

 

SPOUSAL CONSENT (Required only if Administrator requests and someone other than spouse is named Beneficiary)

I consent to the beneficiary designation above. I also acknowledge that if I am named Beneficiary and my marriage is subsequently dissolved, the beneficiary designation will be automatically revoked.

Spouse Name:          ___________________________________

Signature:          __________________________          Date: _______

 

Received by the Administrator this ________ day of ___________________, 20__

By:    
     
Title:    

 

 

Exhibit 31.1

CERTIFICATION

I, Douglas L. Kennedy, certify that:

  1. I have reviewed this Quarterly Report on Form 10-Q of Peapack-Gladstone Financial Corporation;
     
  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
     
  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
     
  4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

  5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  (b) Any fraud, whether or not material, that involves Management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date:  November 8, 2017 By:  /s/ Douglas L. Kennedy
  Name:  Douglas L. Kennedy
 

Title:   President and Chief Executive Officer

 

 

 

Exhibit 31.2

CERTIFICATION

I, Jeffrey J. Carfora, certify that:

  1. I have reviewed this Quarterly Report on Form 10-Q of Peapack-Gladstone Financial Corporation;
     
  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
     
  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
     
  4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

  5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  (b)

Any fraud, whether or not material, that involves Management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Date:  November 8, 2017 By:  /s/ Jeffrey J. Carfora
  Name:  Jeffrey J. Carfora
  Title:   Senior Executive Vice President,
             Chief Financial Officer

 

 

 

 

CERTIFICATIONS PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report on Form 10-Q of Peapack-Gladstone Financial Corporation (the “Corporation”), for the quarterly period ended September 30, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Douglas L. Kennedy, as Chief Executive Officer of the Corporation, and Jeffrey J. Carfora, as Chief Financial Officer of the Corporation, each hereby certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

 

  (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
     
  (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

 

 

/s/ Douglas L. Kennedy
Name:  Douglas L. Kennedy
Title:     President and Chief Executive Officer
Date:    November 8, 2017

 

/s/ Jeffrey J. Carfora
Name:  Jeffrey J. Carfora
Title:     Senior Executive Vice President
            Chief Financial Officer
Date:    November 8, 2017