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

____________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934


Date of report (Date of earliest event reported)         
April 1, 2014
 
1ST CONSTITUTION BANCORP
(Exact Name of Registrant as Specified in Charter)

New Jersey
000-32891
22-3665653
(State or Other Jurisdiction of
Incorporation)
(Commission File Number)
(IRS Employer
Identification Number)

2650 Route 130 P.O. Box 634, Cranbury, New Jersey
08512
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code   
(609) 655-4500


Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

  Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 FR 240.14d-2(b))

o       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 FR 240.13e-4(c))
 
 
 
 
 
Item 5.02      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
Effective April 1, 2014, 1 st Constitution Bancorp (the “Company”) appointed Stephen J. Gilhooly as the Company’s Senior Vice President, Chief Financial Officer and Treasurer.  Joseph M. Reardon, the Company’s Senior Vice President and Treasurer, served as the Company’s principal financial officer prior to Mr. Gilhooly’s appointment. In connection with Mr. Gilhooly’s appointment, Mr. Reardon relinquished his positions at the Company but will continue as Senior Vice President of 1 st Constitution Bank, a wholly-owned subsidiary of the Company (the “Bank”).
 
Prior to his appointment with the Company, Mr. Gilhooly, 61, served as the Bank’s Senior Vice President and Chief Financial Officer.  Prior to joining the Bank, Mr. Gilhooly most recently served as Senior Vice President and Treasurer of Florida Community Bank Weston, Florida from May 2011 to May 2013. Prior to joining Florida Community Bank Mr. Gilhooly served as Executive Vice President and Treasurer of the banking subsidiaries of Capital Bank Financial Corporation “CBF” (formerly North American Financial Holdings) since September 2010. Prior to its acquisition by CBF, Mr. Gilhooly was Executive Vice President, Treasurer and Chief Financial Officer of TIB Financial Corp. (“TIB”) Naples, Florida from 2006 to 2010.  Prior to joining TIB, Mr. Gilhooly worked for 15 years with Advest, Inc. in New York as Director in the company’s Financial Institutions Group. Mr. Gilhooly earned a B.S. degree in Economics and a M.S. degree in Accounting from the Wharton School of the University of Pennsylvania. He is a Certified Public Accountant and a Chartered Global Management Accountant.
 
On January 31, 2014, the Bank entered into a letter agreement (the “Letter Agreement”) with Mr. Gilhooly, in connection with Mr. Gilhooly’s prior appointment as Senior Vice President and Chief Financial Officer of the Bank, effective February 18, 2014.  The Letter Agreement provides Mr. Gilhooly with a base salary of $200,000 per year and eligibility to participate in the Company’s 2014 cash bonus program subject to satisfaction of established Company and personal production and performance goals.  Mr. Gilhooly will also receive an option to purchase 3,000 shares of Company common stock, 20% of which will vest immediately upon grant and the remainder will vest 20% per year on the anniversary date of the award date.  Mr. Gilhooly will also be eligible to participate in the Company’s yearly stock grant and stock option programs that are also based upon production and overall performance.  Either the Company or Mr. Gilhooly can terminate Mr. Gilhooly’s employment at any time and for any reason without notice and without liability.
 
The foregoing summary description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report, and is incorporated herein by reference.
 
 
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Item 9.01.     Financial Statements and Exhibits.

(d)           Exhibits.

 
10.1
Letter Agreement, dated January 31, 2014, between 1 st Constitution Bank and Stephen J. Gilhooly
 

 
 
 
 
 
2
 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
1ST CONSTITUTION BANCORP
   
   
Date:    April 1, 2014 
By:
/s/ ROBERT F. MANGANO
   
Name:
Robert F. Mangano
   
Title:
President and Chief Executive Officer




 
 
 
3
 
 
EXHIBIT INDEX

Exhibit No.
Title
   
10.1
Letter Agreement, dated January 31, 2014, between 1 st Constitution Bank and Stephen J. Gilhooly

 
 
 
 
 
Exhibit 10.1
 
 
January 31, 2014

Stephen J. Gilhooly
196 Ridgewood Road
Milton, Massachusetts   02186

Dear Mr. Gilhooly,

It is with great pleasure that 1st Constitution Bank offers you the position of Chief Financial Officer with the official title of Senior Vice President.  We anticipate you joining our organization on or before February 18, 2014.   Your salary compensation will be a base pay of $7,692.31 which when annualized is equivalent to $200,000 per year.   This offer is contingent upon satisfactory completion of our employment background screening.
 
Please bring 2 forms of identification including your social security card.  Also, if you would like to have your payroll direct deposited into your personal checking account bring a voided check or you may open a 1 st Constitution Bank checking account.

Included in our offer is a very comprehensive benefit package.  Eligibility for health, dental and vision coverage will begin the first of the month following two months of employment. We will reimburse you for the cost of continuing such coverage through COBRA benefit continuation provisions of your current employer less the amount you would pay for such coverage under our employee benefit programs. This amount will be reimbursed in the last payroll of each month until you begin coverage in our plans.
 
Based upon your official title you will receive 4 weeks of vacation for 2014.  Also, you will receive a car allowance of $400.00 per month along with a gas credit card.  A portion of the gas expense is deemed to be a taxable fringe benefit for personal use.

In addition to the benefits I have outlined, you will also be eligible to participate in our cash bonus program for the year 2014 if the Bank meets all of its goals and you meet the goals that we will mutually establish upon your joining the organization.  Your cash bonus will be based on your production and overall performance for the year 2014.

Upon your joining the organization you will receive stock options of 3000 shares of 1st Constitution Bancorp common stock, of which 20% will vest immediately and the remainder will vest 20% per year on the anniversary of the award date.  To be totally vested upon the fourth anniversary of the award.

You will also be eligible to participate in the yearly stock grant and stock option programs that are also based upon production and overall performance.
 
 
 
 
 
Eligibility for the 401(K) plan is following the completion of 6 months of employment with entry dates set on a monthly basis.  The bank will match 50% of your elective deferrals up to your first 6% of compensation.  Our plan does allow for immediate rollovers from other qualified 401(k) plans.

1 st Constitution Bank will provide temporary housing for a 30 day period and also reimburse up to $5,000 in moving expense for relocation.

Your employment with the Bank is “at-will” which means that either you or the Bank can terminate your employment with the Bank at any time and for any reason without notice and without liability on the part of the Bank for such termination.

You acknowledge that this offer letter (along with the documents referenced in this offer letter), represents the entire agreement between you and the Bank regarding your employment by the Bank and that no verbal or written agreements, promises or representations that are not specifically stated in this offer, are or will be binding upon the Bank.

This offer letter and the referenced documents shall be governed and construed in accordance with the laws of the State of New Jersey and applicable federal law.  You acknowledge that you have received, read and understand the 1 st Constitution Bank Employee Handbook and will be bound by it as the same is in effect from time to time.

Once you have had an opportunity to review this letter, please call me if I can answer any questions.  I can be reached at (609) 578-4415.
 
If you are in agreement with the terms of this offer letter and the referenced documents, please sign below.  This offer is in effect for five (5) business days and thereafter is deemed withdrawn by the Bank unless signed and returned by you to the Bank within such period.
 
 
Signatures:
   
 
1 st Constitution Bank
   
 
/s/ Dorine M. Nicol
   
 
By:         Dorine M. Nicol
Sr. Vice President
Human Resources Director
   
 
January 28, 2014
 
Date
   
 
/s/ Stephen J. Gilhooly
 
Stephen J. Gilhooly
   
  February 5, 2014
 
Date