Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(b)
On January 24, 2020, Alan J. Bedner, the Executive Vice President and Chief
Financial Officer of the Registrant and Unity Bank, the Registrant's
wholly-owned subsidiary and a New Jersey state chartered commercial bank (the
"Bank"), resigned from the Registrant and the Bank, effective immediately. In
consideration of Mr. Bedner's years of service, the Registrant has agreed to
treat the foregoing as a "termination without cause" for purposes of Mr.
Bedner's Retention Agreement dated September 18, 2017 with the Registrant and
the Bank. As a result, under the terms of the Retention Agreement, Mr. Bedner
will receive, among other benefits a lump sum payment in the aggregate amount of
$230,632, equal to twelve months of Mr. Bedner's then existing base salary, and
continuation of his insurance benefits for a period of twelve (12) months. Mr.
Bedner's receipt of the benefits described above is conditioned on him acting in
compliance with the terms and conditions of the Retention Agreement.
It is anticipated that Mr. Bedner will remain with the Registrant and the Bank
until not later than April 1, 2020 to facilitate transition.
(c)
Contemporaneously with the events described in Item 5.02(b) above, the
Registrant has appointed Laureen S. Cook, who previously served as Controller
and SVP, as interim principal accounting and financial officer.
The table below sets forth certain information about Ms. Cook:
Principal Occupation for
Name and Position Age the Past Five Years Officer Since Term Expires
Laureen S. Cook
Interim Principal
Accounting and Financial The Registrant's
Officer 51 Controller and SVP 2004 N/A(1)
(1) Officers serve at the pleasure of the Board of Directors
There are no arrangements or understandings between Ms. Cook and any other
persons pursuant to which Ms. Cook was selected as interim principal accounting
and financial officer. Ms. Cook has no family relationship with any other
director or executive officer of the Registrant, nor with any person nominated
or chosen to serve as a director or executive officer of the Registrant. Ms.
Cook is not a director of any company with a class of securities registered
pursuant to section 12, of the Securities Exchange Act of 1934, as amended (the
"Act"), subject to the requirements of section 15(d) of the Act, or of any
company under the Investment Company Act of 1940.
There are no "related party transactions" between Ms. Cook and the Company or
the Bank that require disclosure.
There are no material plans, contracts or other arrangements (or amendments
thereto) to which Ms. Cook is a party, or in which she participates, that was
entered into or amended, in connection with Ms. Cook being appointed as acting
interim principal accounting and financial officer of the Registrant.
The Registrant is not party to an employment agreement with Ms. Cook.
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