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 12, 2016

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 CFR 240.14d-2(b))

 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 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 12, 2016, 1st Constitution Bancorp (the “Company”) and Robert F. Mangano entered into a Second Amendment (the “Second Amendment”) to the Amended and Restated Employment Agreement, dated as of July 1, 2010 ( the “Employment Agreement”), by and between the Company and Mr. Mangano, President and Chief Executive Officer of both the Company and 1st Constitution Bank, a wholly-owned subsidiary of the Company (the “Bank”).  The Employment Agreement was previously amended by an Amendment (the “First Amendment”), effective as of April 4, 2014, to the Employment Agreement.
 
The Second Amendment permits the term of the Employment Agreement, as amended by the First Amendment, to extend until Mr. Mangano’s seventy third birthday.  Prior to the Second Amendment, the Employment Agreement, as amended by the First Amendment, would not extend beyond Mr. Mangano’s seventy second birthday.
 
The foregoing summary description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second 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
Second Amendment, effective as of April 12, 2016, to the Amended and Restated Employment Agreement, dated as of July 1, 2010, by and between 1st Constitution Bancorp and Robert F. Mangano (the “Employment Agreement”), as amended by the Amendment to the Employment Agreement, effective as of April 4, 2014 (the “First Amendment”), by and between 1st 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 12, 2016
By:
/s/ ROBERT F. MANGANO
 
   
Name:
Robert F. Mangano
 
   
Title:
President and Chief Executive Officer
 

 
2
 
 
EXHIBIT INDEX

 
Exhibit No.
Title
   
10.1
Second Amendment, effective as of April 12, 2016, to the Amended and Restated Employment Agreement, dated as of July 1, 2010, by and between 1st Constitution Bancorp and Robert F. Mangano (the “Employment Agreement”), as amended by the Amendment to the Employment Agreement, effective as of April 4, 2014 (the “First Amendment”), by and between 1st Constitution Bancorp and Robert F. Mangano

 
 
 
Exhibit 10.1
 
SECOND AMENDMENT TO THE
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
 
 
THIS SECOND AMENDMENT (this “Second Amendment”) to the Amended and Restated Employment Agreement, dated as of July 1, 2010 (the “2010 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”), as amended by the Amendment to the 2010 Employment Agreement, effective as of April 4, 2014 (the “First Amendment”), by and between the Employer and the Employee, is effective as of April 12, 2016 (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 2010 Employment Agreement, as amended by the First Amendment; and
 
WHEREAS , the First Amendment, among other things, provided for an amendment to Section 3 of the 2010 Employment Agreement that deleted the phrase “provided, however, that the term of this Agreement shall end on the seventieth (70th) birthday of the Employee” and replaced it with “provided, however, that the term of this Agreement shall end on the seventy second (72nd) birthday of the Employee.”
 
WHEREAS , the Employer and the Employee wish to further amend the 2010 Employment Agreement, as amended by the First Amendment, as set forth herein.
 
 
 
 
 
NOW, THEREFORE , it is AGREED as follows:
 
1. 
Section 3 of the 2010 Employment Agreement, as amended by the First Amendment, is amended by deleting the phrase “provided, however, that the term of this Agreement shall end on the seventy second (72nd) birthday of the Employee” and replacing it with “provided, however, that the term of this Agreement shall end on the seventy third (73rd) birthday of the Employee.”
 
2. 
All other terms and conditions of the 2010 Agreement, as amended by the First Amendment, shall remain in full force and effect.
 

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

 
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