Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Separation of Janice Bolomey
Pursuant to a Current Report on Form 8-K filed on March 30, 2023, the Registrant announced that Ms. Janice Bolomey, the Registrant’s Executive Vice President, Director of Sales and Chief Administrative Officer, was resigning effective June 30, 2023 (the “Separation Date”).
On May 25, 2023, the Registrant and Unity Bank, the Registrant's wholly owned subsidiary and a New Jersey State chartered commercial bank (the "Bank"), entered into a Separation Agreement and General Release (the “Separation Agreement”) with Ms. Bolomey, reflecting the terms of Ms. Bolomey’s resignation. In consideration for Ms. Bolomey execution of the Separation Agreement and the release of claims relating thereto, Ms. Bolomey will be entitled to the following benefits under the Separation Agreement:
| ● | payment of Ms. Bolomey’s annual base salary in accordance with the Registrant’s usual payroll method until the sooner of: one (1) year after the Separation Date (for a total gross amount equal to $265,000); or the date that Ms. Bolomey obtains full time employment (the “Separation Period”); |
| ● | payment of Ms. Bolomey’s premiums for continued health benefits provided under COBRA during the Separation Period. |
| ● | in lieu of any additional equity compensation Ms. Bolomey would have been entitled to due to her service in 2023, a cash payment equal to the closing price of Registrant’s common stock on the Separation Date multiplied by 8,500 (subject to applicable deductions and required withholdings); |
| ● | any unvested options to purchase the Registrant’s common stock will continue to vest until the Separation Date in accordance with their terms notwithstanding Ms. Bolomey’s separation of service; |
Subject to certain exceptions and limitations, the Separation Agreement includes a general release of claims by Ms. Bolomey in favor of the Registrant and the Bank and certain related persons and parties, and customary confidentiality, non-solicitation and non-disparagement provisions. The Separation Agreement also includes certain other customary representations, warranties and covenants of Ms. Bolomey. The Separation Agreement supersedes all other agreements or arrangements between Ms. Bolomey and the Registrant regarding the subject matter of the agreement, including those with respect to severance payments and benefits.
The foregoing description of the Separation Agreement is only a summary and is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 5.02.
