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): FEBRUARY 16, 2012
CORNERSTONE FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
NEW JERSEY 000-53576 80-0282551
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6000 MIDLANTIC DRIVE
MT. LAUREL, NEW JERSEY 08054 08054
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (856) 439-0300
[] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Cornerstone Bank, a New Jersey state chartered commercial bank and the
wholly-owned subsidiary of the Registrant (the "Bank"), entered into the
Employment Agreement with its Executive Vice President and Market President
Scott Kintzing, and an Amendment Agreement with respect to the Employment
Agreement with Eugene D'Orazio, the Bank's Executive Vice President and Chief
Operating Officer, the details of which are set forth herein at Item 5.02.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
(e) On February 16, 2012, Cornerstone Bank, the Registrant's wholly-owned
subsidiary (the "Bank") entered into an employment agreement with Scott
Kintzing (the "Employment Agreement"), who was appointed and has served as the
Bank's Executive Vice President and Market President since August 18, 2011. Mr.
Kintzing previously served in these capacities without an employment agreement.
The Board of Directors of the Registrant also: (i) granted Mr. Kintzing options
to purchase 6,000 shares of the Registrant's common stock, in accordance with
the Registrant's 2010 Equity Compensation Plan, and (ii) deemed Mr. Kintzing
eligible to participate in the Registrant's Executive Non-Qualified Deferred
Compensation Plan during 2012.
The Employment Agreement provides for a 1 year term commencing on March 1, 2012
and continuing until February 28, 2013. The Employment Agreement provides that
Mr. Kintzing will receive a base salary of $232,260, subject to increase or
decrease as determined by the Board of Directors. He will also receive
customary fringe benefits, consistent with his position as Executive Vice
President and Market President of the Bank. The Employment Agreement permits
the Bank to terminate Mr. Kintzing's employment for cause (as defined in the
agreement) at any time. In the event Mr. Kintzing is terminated for any reason
other than cause, or in the event Mr. Kintzing resigns his employment for "good
reason", as such is defined in the Employment Agreement, Mr. Kintzing will be
entitled to receive his base salary then in effect for the greater of the
remaining term, or three months.
The Employment Agreement further provides that upon the occurrence of a change
in control, as such term is defined in the Employment Agreement, and in the
event Mr. Kintzing is subsequently terminated for reasons other than cause or
in the event Mr. Kintzing, within 18 months of the change in control, resigns
his employment for good reason, Mr. Kintzing shall be entitled to his base
salary at termination (or, where greater, his base salary prior to any
reduction thereof resulting in good reason for resignation), said amounts to be
paid in equal monthly installments for 18 months.
In addition, following termination of the Employment Agreement without cause,
following resignation for good reason, or after a change in control, the Bank
will continue to provide Mr. Kintzing with certain insurance and other benefits
through the end of the term of the Agreement. The Employment Agreement also
prohibits Mr. Kintzing from competing with the Bank and the Registrant for a
period of 60 days termination of his employment, except in the case of a
termination following a change in control, in which case the he shall be
prohibited from competing with the Bank for a period of 1 year. Mr. Kintzing is
also subject to prohibitions for 1 year following the termination of his
employment from soliciting employees or customers of the Bank. Mr. Kintzing is
also prohibited, during the term of the agreement and thereafter, from
disclosing the Bank's "Confidential Information and Trade Secrets", as such
terms are defined in the Employment Agreement.
A copy of the Employment Agreement is annexed hereto as Exhibit 10.1
In addition, on February 16, 2012, the Bank entered into the Amendment
Agreement (the "Amendment Agreement") with Eugene D'Orazio, the Bank's Chief
Operating Officer. The Amendment Agreement amended that certain employment
agreement between the Bank and Mr. D'Orazio dated July 16, 2009 (the "Original
Agreement"). The sole change reflected in the Amendment Agreement is the
extension of the term for one additional year, so that in lieu of expiring on
February 29, 2012, Mr. D'Orazio's employment agreement will expire on
February 28, 2013. The financial terms of the Amendment Agreement are identical
to the financial terms
contained in the Original Agreement. A copy of the Amendment Agreement is
annexed hereto as Exhibit 10.2
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(D) EXHIBITS. The following is filed as an Exhibit to this Current Report on
Form 8-K:
10.1 Employment Agreement dated February 16, 2012 by and between the Bank
and Scott Kintzing
10.2 Amendment Agreement dated February 16, 2012 by and between the Bank and
Eugene D'Orazio
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.
CORNERSTONE FINANCIAL CORPORATION
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(Registrant)
Dated: February 22, 2012 By: /s/ Keith Winchester
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Keith Winchester
Executive Vice President and
Chief Financial Officer