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 4, 2014
 

 
1 ST 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 (17CFR 240.14d-2(b))

o       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 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.
 
On April 4, 2014, 1 st Constitution Bancorp (the “Company”) and Robert F. Mangano entered into an Amendment (the “Amendment”) to the Amended and Restated Employment Agreement, dated as of July 1, 2010 ( the “Employment Agreement”), between the Company and Mr. Mangano, President and Chief Executive Officer of both the Company and 1 st Constitution Bank, a wholly-owned subsidiary of the Company (the “Bank”).
 
The Amendment, among other things, permits the term of the Employment Agreement to extend until Mr. Mangano’s seventy second birthday.  Prior to the Amendment, the Employment Agreement would not extend beyond Mr. Mangano’s seventieth birthday.  The Amendment also added a section to the Employment Agreement that provides that (a) the Company will not be obligated to make any payments under the Employment Agreement in violation of any law, rule or regulation applicable to the Company, the Bank or any of the Company’s other subsidiaries or any exchange where the Company’s securities are listed and (b) any payments made under the Employment Agreement may be subject to claw back pursuant to any law, rule or regulation or requirement applicable to the Company, the Bank or any of the Company’s other subsidiaries or any exchange on which the Company’s securities are listed or any policy adopted by the Board of Directors of the Company pursuant to any such laws, rules, regulations or requirements of any exchange where the Company’s securities are listed.
 
The foregoing summary description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report, which is incorporated herein by reference.
 
Item 9.01.          Financial Statements and Exhibits.
 
(d)          Exhibits.

 
10.1
Amendment to the Amended and Restated Employment Agreement, dated April 4, 2014, between 1 st Constitution Bancorp and Robert F. Mangano
 
 
1
 
 
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 8, 2014  
By:
/s/ ROBERT F. MANGANO
    Name:
Robert F. Mangano
    Title:  
President and Chief Executive Officer
       
 
 
 
 

 
 
2
 
 
EXHIBIT INDEX

Exhibit No.
Title
   
10.1
Amendment to the Amended and Restated Employment Agreement, dated April 4, 2014, between 1 st Constitution Bancorp and Robert F. Mangano
 
 
 
 
 
 
Exhibit 10.1


AMENDMENT TO THE
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
 

THIS AMENDMENT to the Amended and Restated Employment Agreement dated as of July 1, 2010 (the “Employment Agreement”) by and between 1 st Constitution Bancorp, a New Jersey corporation, having its principal place of business at 2650 Route 130 North, Cranbury, New Jersey 08512 (the “Employer”), and Robert F. Mangano (the “Employee”), is effective as of April 4, 2014 (the “Effective Date”).
 
WHEREAS , the Employee is employed by the Employer as its President, and is also employed by 1 st Constitution Bank, a New Jersey commercial bank (the “Bank”), as its President and Chief Executive Officer; and
 
WHEREAS , the Employer and the Employee are parties to the Employment Agreement; and
 
WHEREAS , the Employer and the Employee wish to amend the Employment Agreement as set forth herein.
 
NOW, THEREFORE , it is AGREED as follows:
 
 
1.
Section 3 of the Employment Agreement is amended by deleting the phrase “provided, however, that the term of this Agreement shall end on the seventieth (70 th ) birthday of the Employee” and replacing it with “provided, however, that the term of this Agreement shall end on the seventy second (72 nd ) birthday of the Employee.”
 
 
2.
The Employment Agreement is amended by adding the following new Section 19, immediately following current Section 18:
 
 
 
 
 
“19.   Limitation on Payments .  Notwithstanding anything to the contrary in the Agreement, the Employer shall not be obligated to make any payment hereunder in violation of any law, rule or regulation applicable to the Employer or any of its subsidiaries or in violation of any requirement of any exchange on which the Employer’s securities are listed and any payment hereunder may be subject to claw back pursuant to any law, rule or regulation or requirement applicable to the Employer or any of its subsidiaries or any exchange on which the securities of the Employer are listed or any policy adopted by the board of directors of the Employer pursuant to the requirements of any law, rule or regulation applicable to the Employer or its subsidiaries or any requirement of any exchange on which the Employer’s securities are listed.”

IN WITNESS WHEREOF , the parties hereto have executed this Amendment as of the Effective Date.
 
WITNESS:
 
1 ST CONSTITUTION BANCORP
     
       
       
/s/ DAVID P. CUSHING
 
By:
       /s/ CHARLES S. CROW, III 
     
CHARLES S. CROW, III,
     
CHAIRMAN OF THE BOARD
       
       
WITNESS:
  EMPLOYEE
       
       
       
/s/ JACALYN NAKUSHIAN 
 
By:
       /s/ ROBERT F. MANGANO 
      
   
ROBERT F. MANGANO,
    
   
INDIVIDUALLY
 
 
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