UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
(Amendment No. 2)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2006
OR
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 0-49925
CENTRAL JERSEY BANCORP
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(Exact name of Registrant as specified in its charter)
New Jersey 22-3757709
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
627 Second Avenue, Long Branch, New Jersey 07740
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (732) 571-1300
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Securities registered under Section 12(b) of the Act: None
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Securities registered under Section 12(g) of the Act:
Common Stock, par value $0.01
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(Title of class)
Indicate by check mark if the Registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes [_] No [X]
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Indicate by check mark if the Registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act. Yes [_] No [X]
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]
Indicate by check mark whether the Registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See definitions of
"accelerated filer" and "large accelerated filer" in Rule 12b-2 of the Exchange
Act. (Check one):
Large accelerated filer [_] Accelerated filer [X] Non-accelerated filer [_]
Indicate by check mark whether the Registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [_] No [X]
As of June 30, 2006, the aggregate market value of the Registrant's
common stock held by non-affiliates was approximately $60,362,430.
As of March 10, 2007, 8,254,553 shares of the Registrant's common stock
were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
None.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
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Certain information included in this Amendment No. 2 on Form 10-K/A
(this "Amendment No. 2") to the Annual Report on Form 10-K for the year ended
December 31, 2006, which was filed with the Securities and Exchange Commission
on March 15, 2007 (the "Form 10-K"), and other filings of the Registrant under
the Securities Act of 1933, as amended (the "Securities Act"), and the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), as well as
information communicated orally or in writing between the dates of such filings,
contains or may contain "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. Such
statements are subject to certain risks, trends and uncertainties that could
cause actual results to differ materially from expected results. Among these
risks, trends and uncertainties are the effect of governmental regulation on
Central Jersey Bank, N.A., a nationally chartered commercial bank and
wholly-owned subsidiary of the Registrant, the availability of working capital,
the cost of personnel and the competitive markets in which Central Jersey Bank,
N.A. operates.
In some cases, forward-looking statements can be identified by
terminology such as "may," "will," "should," "could," "expects," "plans,"
"anticipates," "believes," "estimates," "predicts," "potential" or "continue" or
the negative of such terms or other comparable terminology. Although the
Registrant believes that the expectations reflected in the forward-looking
statements contained herein are reasonable, the Registrant cannot guarantee
future results, levels of activity, performance or achievements. Moreover,
neither the Registrant, nor any other person, assumes responsibility for the
accuracy and completeness of such statements. The Registrant is under no duty to
update any of the forward-looking statements contained in the Form 10-K or in
this Amendment No. 2.
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EXPLANATORY NOTE
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We are filing this Amendment No. 2 to our Form 10-K to include certain
additional information in Part III thereof, which additional information was
included as part of our proxy statement used in connection with our 2007 annual
meeting of shareholders. As required by Rule 12b-15 of the Exchange Act, new
certifications by our principal executive officer and principal financial
officer are being filed as exhibits herewith, and as such, we have also included
Item 15. "Exhibits and Financial Statement Schedules" as part of this Amendment
No. 2. As further required by Rule 12b-15, this Amendment No. 2 sets forth the
complete text of each item as amended.
This Amendment No. 2 does not affect any other section of the Form 10-K
not otherwise discussed herein and continues to speak as of the date of the Form
10-K. Accordingly, this Amendment No. 2 should be read in conjunction with the
Registrant's other filings made with the Securities and Exchange Commission
subsequent to the filing of the Form 10-K.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
The name, age, current position and biographical information of each
executive officer of Central Jersey Bancorp is set forth below:
Name and Address Age Capacities in Which Served
- ---------------- --- --------------------------
James S. Vaccaro 50 President and Chief Executive Officer
Robert S. Vuono 57 Senior Executive Vice President, Chief
Operating Officer and Secretary
Anthony Giordano, III 41 Executive Vice President, Chief Financial
Officer, Treasurer and Assistant Secretary
Robert K. Wallace 59 Executive Vice President and Senior
Commercial Lending Officer
Thomas J. Garrity 47 Executive Vice President and Commercial
Lending Officer
Biographical Information
For the biographical information for James S. Vaccaro and Robert S.
Vuono, see "Board of Directors," below.
Anthony Giordano, III has served as the Executive Vice President, Chief
Financial Officer, Treasurer and Assistant Secretary of Central Jersey Bancorp
since January 1, 2005. Prior to the consummation of the combination of Central
Jersey Bancorp and Allaire Community Bank on January 1, 2005, he served as an
Executive Vice President and the Chief Financial Officer and Treasurer and
Secretary of Monmouth Community Bancorp (the predecessor to Central Jersey
Bancorp) since May 1998. Mr. Giordano has also served in various capacities for
Central Jersey Bank, N.A. (formerly Monmouth Community Bank, N.A.) since May
1998, and currently serves as its Executive Vice President, Chief Financial
Officer, Treasurer and Assistant Secretary. Mr. Giordano has 19 years of
financial analysis and accounting experience in the banking industry. Prior to
joining Central Jersey Bank, N.A., Mr. Giordano was employed by PNC Bank
(formerly Midlantic Bank), where he served as Real Estate Banking Officer from
1996 to 1998 and Senior Accountant/Financial Analyst from 1994 to 1996. From
1988 to 1994, Mr. Giordano served in various positions at Shadow Lawn Savings
Bank, including Budget and Financial Planning Manager and Financial Analyst. Mr.
Giordano currently serves as a member of the Board of Directors of Scivanta
Medical Corporation, a publicly traded company which focuses on the development
and acquisition of medical devices and products, and is the Chairman of Scivanta
Medical Corporation's Audit Committee. Mr. Giordano received a Masters of
Business Administration from Monmouth University in 1992 and a Bachelor of
Science degree in finance from Kean University in 1987. Mr. Giordano graduated
from the Real
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Estate Institute at Monmouth University in 2000. Mr. Giordano has served on the
Long Branch City Council since 1994. Mr. Giordano resides in Long Branch, New
Jersey.
Robert K. Wallace has served as Executive Vice President and Senior
Commercial Lending Officer of Central Jersey Bank, N.A. since May 2006. Mr.
Wallace previously served as Executive Vice President of Commercial Lending of
Central Jersey Bank, N.A. following the combination of Central Jersey Bancorp
and Allaire Community Bank on January 1, 2005. Prior to the combination of the
two banking entities, Mr. Wallace had served as Executive Vice President and
Senior Loan Officer of Allaire Community Bank since joining Allaire Community
Bank in March 1997. Prior to March 1997, Mr. Wallace, who is a 37 year veteran
of the banking industry, served as Regional Vice President, Commercial Real
Estate Lending, with the former Summit Bank from 1995 to 1997; Vice President,
Commercial Real Estate Lending, with the former Central Jersey Bank and Trust
Co. from 1993 to 1995; and First Senior Vice President, Commercial Lending, with
the former National Community Bank of New Jersey from 1982 to 1993. Mr. Wallace
received a Bachelor of Arts degree in Economics from Upsala College in 1970 and
graduated from the Stonier Graduate School of Banking in 1986. Mr. Wallace
resides in Brick, New Jersey.
Thomas J. Garrity has served as Executive Vice President and Commercial
Lending Officer of Central Jersey Bank, N.A. since October 2005. Mr. Garrity
previously served as Senior Vice President of Central Jersey Bank, N.A.
following the combination of Central Jersey Bancorp and Allaire Community Bank
on January 1, 2005. Prior to the combination of the two banking entities, Mr.
Garrity had served as Senior Vice President of Allaire Community Bank since
joining Allaire Community Bank in March 2001. Prior to 2001, Mr. Garrity held
various commercial lending positions with Community Bank of New Jersey from to
1997 to 2001, the former Central Jersey Bank and Trust Co. from 1991 to 1997,
NatWest Bancorp Real Estate Recovery Division from 1990 to 1991 and Midlantic
National Bank Commercial Real Estate Group from 1985 to 1990. Mr. Garrity is
also a member of the Risk Management Association, Habitat for Humanity and NJ
Shore Builders Association. Mr. Garrity received a Bachelor of Arts degree in
Government Administration from Shippensburg University of Pennsylvania in 1983.
Mr. Garrity resides in Ewing, New Jersey.
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Board of Directors
The name, age, principal occupation or employment and biographical
information of each member of the Board of Directors of Central Jersey Bancorp
is set forth below:
Name and Address Age Principal Occupation or Employment
- ---------------- --- ----------------------------------
James G. Aaron, Esq. 62 Partner of Ansell, Zaro, Grimm & Aaron
Mark R. Aikins, Esq. 47 Managing Member of Mark R. Aikins,
L.L.C.
Nicholas A. Alexander, C.P.A. 68 Retired Partner of KPMG LLP
John A. Brockriede 72 Businessman
George S. Callas 74 Chairman of the Board of Central Jersey
Bancorp and President of Allaire Capital
Corp.
James P. Dugan, Esq. 77 Of Counsel to Waters, McPherson, McNeill,
P.C.
M. Claire French 68 Monmouth County Clerk
William H. Jewett 76 President of Ecumenical Capital
Paul A. Larson, Jr. 57 President Larson Ford-Suzuki
69 Retired Group President of Salomon Smith
John F. McCann Barney
Carmen M. Penta, C.P.A. 62 Partner of Amper, Politziner & Mattia, P.C.
Mark G. Solow 58 Co-founder of GarMark Advisors, L.L.C.
James S. Vaccaro 50 President and Chief Executive Officer of
Central Jersey Bancorp
Robert S. Vuono 57 Senior Executive Vice President, Chief
Operating Officer and Secretary of Central
Jersey Bancorp
There are no family relationships among the directors and executive
officers of Central Jersey Bancorp. None of the directors or executive officers
of Central Jersey Bancorp are directors of any company with a class of
securities registered pursuant to Section 12 of the Securities Exchange Act of
1934, as amended (the "Exchange Act") or subject to the requirements of Section
15(d) of the Exchange Act or any company registered as an investment
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company under the Investment Company Act of 1940, as amended, except for Anthony
Giordano, III, who serves as a director of Scivanta Medical Corporation
(SCVM.PK).
Each director of Central Jersey Bancorp also serves as a member of the
Board of Directors of Central Jersey Bank, N.A.
Biographical Information
James G. Aaron is a Partner in the law firm of Ansell, Zaro, Grimm &
Aaron located in Ocean Township, New Jersey. Mr. Aaron Chairs the firm's
Commercial Litigation, Municipal Law and Bankruptcy Practice Department. Mr.
Aaron is licensed to practice law in the State of New Jersey, the United States
District Court for the District of New Jersey and the United States District
Court for the Eastern District of New York. Mr. Aaron also is licensed to
practice before the United States Court of Claims. Mr. Aaron presently serves as
the city attorney for the City of Long Branch, as redevelopment counsel for the
City of Asbury Park and is a member of the Monmouth County and New Jersey State
Bar Associations. He is also presently serving as a Commissioner of the New
Jersey State Racing Commission. Mr. Aaron formerly served on the Advisory Board
of the Jersey Shore Bank and has represented Colonial First National Bank,
Midlantic/Merchants National Bank, Commerce Bank, Fidelity Union Bank and
Monmouth County National Bank. Mr. Aaron received his B.A. degree from Dickinson
College in Carlisle, Pennsylvania and his J.D. degree from New York University
School of Law. Mr. Aaron has served as a member of the Board of Directors of
Central Jersey Bancorp since January 1, 2005. Prior to the consummation of the
combination of Central Jersey Bancorp and Allaire Community Bank on January 1,
2005, he served as a member of the Board of Directors of Monmouth Community
Bancorp since its inception. Mr. Aaron also has served as a member of the Board
of Directors of Central Jersey Bank, N.A. since its inception. Mr. Aaron resides
in West Long Branch, New Jersey.
Mark R. Aikins is the Managing Member of Mark R. Aikins, L.L.C., a law
firm located in Wall Township, New Jersey. Mr. Aikins is licensed to practice
law in the State of New Jersey and is a member of the Monmouth County and New
Jersey State Bar Associations. His practice includes commercial matters, real
estate and municipal law. He served as the President of the Monmouth-Ocean
Development Council from 1996 to 1998 and currently serves as a trustee of the
Rumson Country Day School. Mr. Aikins formerly served as Chairman of the Board
of Trustees of the Monmouth Museum and as a member of the Advisory Board of
Summit Bank. Mr. Aikins is a member and former director of the Deal Golf and
Country Club and has volunteered time for Habitat for Humanity of Long Branch,
Inc. and The Battleship New Jersey Foundation. He received two Bachelor of Arts
degrees from Brown University and a law degree from Seton Hall University School
of Law. Mr. Aikins has served as a member of the Board of Directors of Central
Jersey Bancorp since January 26, 2006. Prior to the consummation of the
combination of Central Jersey Bancorp and Allaire Community Bank on January 1,
2005, he served as a member of the Board of Directors of Monmouth Community
Bancorp since its inception. Mr. Aikins also has served as a member of the Board
of Directors of Central Jersey Bank, N.A. since its inception. Mr. Aikins
resides in Rumson, New Jersey.
Nicholas A. Alexander is a retired partner of KPMG LLP. Mr. Alexander's
career with KPMG spanned a total of 35 years. He is a certified public
accountant in the State of New
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Jersey, a member of The American Institute of Certified Public Accountants, and
a member of the New Jersey State Society of Certified Public Accountants. Mr.
Alexander received his undergraduate degree in accounting from King's College.
Mr. Alexander has served as a member of the Board of Directors of Central Jersey
Bancorp since January 1, 2005. Prior to the consummation of the combination of
Central Jersey Bancorp and Allaire Community Bank on January 1, 2005, he served
as a member of the Board of Directors of Monmouth Community Bancorp (the
predecessor to Central Jersey Bancorp) since its inception. Mr. Alexander also
has served as a member of the Board of Directors of Central Jersey Bank, N.A.
since its inception. Mr. Alexander resides in Ocean, New Jersey.
John A. Brockriede is a local businessman who has owned and
participated in various businesses in the Long Branch area for over 40 years.
His business holdings include ownership and operation of restaurants, apartment
buildings, an automobile agency, shopping centers, and commercial office space.
Mr. Brockriede also has over twenty-five years of banking experience, having
been one of the founders of Jersey Shore Bank. Mr. Brockriede also served as a
director of Jersey Shore Bank and its successor banks, National State Bank and
Constellation Bancorp. Mr. Brockriede is a member of the Board of Trustees of
Monmouth Medical Center, the Board of Directors of the Juvenile Diabetes
Research Foundation, the Board of Trustees of VNA of Central Jersey Community
Services, Inc. and serves as a Commissioner of the Long Branch Sewerage
Authority. Mr. Brockriede has served as a member of the Board of Directors of
Central Jersey Bancorp since January 1, 2005. Prior to the consummation of the
combination of Central Jersey Bancorp and Allaire Community Bank on January 1,
2005, he served as a member of the Board of Directors of Monmouth Community
Bancorp since its inception and served as the Vice-Chairman of such Board until
December 31, 2004. Mr. Brockriede also has served as a member of the Board of
Directors of Central Jersey Bank, N.A. since its inception. Mr. Brockriede
resides in Long Branch, New Jersey.
George S. Callas has served as Chairman of the Board of Central Jersey
Bancorp and Central Jersey Bank, N.A. since January 1, 2005. Prior to the
consummation of the combination of Central Jersey Bancorp and Allaire Community
Bank on January 1, 2005, he served as the Chairman of the Board of Allaire
Community Bank. Mr. Callas is a retired businessman, governmental official and
educator and has owned, operated and participated in various businesses for over
40 years, including restaurants, nursing homes, real estate and wireless
television stations. He assisted in the organization of Allaire State Bank,
located in Wall Township, New Jersey, and served as the Vice Chairman of the
Board of Directors and Vice President of such bank. Mr. Callas served as a
member of the Board of Directors of National Community Bank of New Jersey. Mr.
Callas also served in the Department of Community Affairs of the State of New
Jersey and as the former Business Administrator of the City of New Brunswick and
the Township of Jackson, former Director of the Monmouth County Employment and
Training Agency, former Executive Director of the New Jersey State Senate, and
former head of the Business Advocacy Division of the New Jersey Department of
Commerce and Economic Development. Mr. Callas was also an educator of science,
math and high school history, a college admission counselor and a college
instructor in economics, political science and public administration. Mr. Callas
was involved in many civic groups throughout his career. Mr. Callas resides in
Brielle, New Jersey.
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James P. Dugan is Of Counsel to the law firm of Waters, McPherson,
McNeill, P.C. of Secaucus, New Jersey. He is admitted to practice law before the
United States Supreme Court, the Supreme Court of New Jersey and the Court of
Appeals, State of New York. He is Chairman of the Board of Directors of the
Automobile Association of America North Jersey. Mr. Dugan served in the United
States Marine Corps and was discharged with the rank of Captain. He was former
New Jersey State Democratic Committee Chairman, member of the Democratic
National Committee, and served eight years as a New Jersey State Senator. Mr.
Dugan has served as a member of the Board of Directors of Central Jersey Bancorp
since January 26, 2006. Prior to the consummation of the combination of Central
Jersey Bancorp and Allaire Community Bank on January 1, 2005, he served as a
member of the Board of Directors of Allaire Community Bank since its inception.
Mr. Dugan also has served as a director of Central Jersey Bank, N.A. since
January 1, 2005. Mr. Dugan resides in Saddle River, New Jersey.
M. Claire French currently serves as the Monmouth County Clerk and
served as the former Vice Chairman of the State Local Finance Board from 1996 to
2002. Mrs. French presided over the Monmouth County Improvement Authority from
1986 to 1996 and served as the Mayor of Wall Township or as Committee Woman
thereof from 1979 to 1986. She is a former member of the Meridian Hospital
System and currently serves as Chair of Meridian Hospital System's Government
and Community Relations Committee. Mrs. French is also a member of the Boards of
Directors of InfoAge Learning Center and Central Jersey Blood Bank. She is
active in many of the Chambers of Commerce located in Ocean and Monmouth
Counties, New Jersey, and is Treasurer of the Route 34 Business Group. Mrs.
French served on both the Wall Township and Monmouth County Planning Boards and
was President of her State Association of Constitutional Officials. She was a
charter member of the Wall Township Foundation for Educational Excellence and
was a former Regional Director for Bank of New York. Mrs. French has served as a
member of the Board of Directors of Central Jersey Bancorp since January 1,
2005. Prior to the consummation of the combination of Central Jersey Bancorp and
Allaire Community Bank on January 1, 2005, she served as a member of the Board
of Directors of Allaire Community Bank since 1997. Mrs. French also has served
as a director of Central Jersey Bank, N.A. since January 1, 2005. Mrs. French
resides in Wall Township, New Jersey.
William H. Jewett has been the President of Ecumenical Capital,
Brielle, New Jersey since 1995. He was Chief Financial Officer of the Synod of
the Mid-Atlantics and the Synod Foundation for fourteen years (1978 to 1992),
Treasurer of the New Jersey Council of Churches for twelve years (1978 to 1990),
and Chairman of Development for the Classis of New Brunswick for six years (1971
to 1977). He is a past President of Synod of the Mid-Atlantics, the Classis of
New Brunswick and the Shore Area Council of Churches. He was elected Chaplain of
the New Jersey State Senate for three terms, and served as Chairman of the
Juvenile Conference Committee of the Domestic Relations Court of Monmouth
County. He is a life member of the Association of Individual Investors, and is
active in Rotary International. Reverend Jewett earned his M.B.A. at the Wharton
School of Finance and Commerce, University of Pennsylvania and his Master of
Divinity at New Brunswick Theological Seminary (Rutgers). Reverend Jewett has
served as a member of the Board of Directors of Central Jersey Bancorp since
January 1, 2005. Prior to the consummation of the combination of Central Jersey
Bancorp and Allaire Community Bank on January 1, 2005, he served as the Vice
Chairman of the Board of Directors of Allaire Community Bank. Reverend Jewett
also has served as a
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director of Central Jersey Bank, N.A. since January 1, 2005. Reverend Jewett
resides in Brielle, New Jersey.
Paul A. Larson, Jr. is the President of Larson Ford-Suzuki, Lakewood,
New Jersey and past Chairman of the New Jersey Coalition of Automotive
Retailers. He is the past President of the Ocean County Auto Dealers
Association, the past President and Director of Shore Area YMCA, a former member
of the Summit Bank Advisory Board, and President of the New Jersey Employers
Association. He also served as Treasurer, Secretary and Membership Chairman at
Manasquan River Golf Club and Secretary for the Haystack Club. Mr. Larson has
volunteered much of his time as: a member of the Wall Township Board of
Adjustment; a Vice President of Shelter Inc.; the SME Chairman for the
Thunderbird District of the Monmouth County Boy Scouts; a member of the Lakewood
Athletic Foundation; a Vice President of the Wall Foundation for Educational
Excellence and the Treasurer of the Wall Township Football Club. He earned his
degree in Business Administration from Northwood University, Michigan. He has
served as a member of the Board of Directors of Central Jersey Bancorp since
January 1, 2005. Prior to the consummation of the combination of Central Jersey
Bancorp and Allaire Community Bank on January 1, 2005, he served as a member of
the Board of Directors of Allaire Community Bank since its inception. Mr. Larson
also has served as a director of Central Jersey Bank, N.A. since January 1,
2005. Mr. Larson resides in Wall Township, New Jersey.
John F. McCann is retired from a 29-year career in the securities
industry, most recently with Salomon Smith Barney where he served in various
capacities including Group President and Senior Executive Vice President. Mr.
McCann is a former member of the Boards of Directors of the financial services
firms of Shearson American Express and Robinson Humphrey. Mr. McCann has served
as a member of the Board of Directors of Central Jersey Bancorp since January 1,
2005. Prior to the consummation of the combination of Central Jersey Bancorp and
Allaire Community Bank on January 1, 2005, he served as a member of the Board of
Directors of Monmouth Community Bancorp since its inception. Mr. McCann also has
served as a member of the Board of Directors of Central Jersey Bank, N.A. since
its inception. Mr. McCann resides in Rumson, New Jersey.
Carmen M. Penta, a Certified Public Accountant, is a partner in the
firm of Amper, Politziner & Mattia, P.C., Certified Public Accountants and
Consultants. Prior thereto, Mr. Penta was a partner in the accounting firm of
Wiener, Penta & Goodman, P.C. Mr. Penta's primary sphere of influence is in
Monmouth and Ocean counties, where his expertise includes tax matters, the
specialized needs of medical professionals, national restaurant franchises,
hotel, motel and recreational properties, and nursing homes and related
government agencies. Mr. Penta's extensive expertise has allowed him to build a
significant client base. He has spent most of his life in eastern Monmouth
County. He attended Long Branch High School, Penn State University and received
a B.S. degree from Monmouth University. He is a former member of the
Congressional Award Council, a past member of the Advisory Board of Jersey Shore
Bank, past Assistant Treasurer for the Long Branch Ronald McDonald House and
served on the Board of the West Long Branch Sports Association. He is also a
member of the New Jersey Society of Certified Public Accountants and the
American Institute of Certified Public Accountants. Mr. Penta has served as a
member of the Board of Directors of Central Jersey Bancorp since January 26,
2006. Prior to the consummation of the combination of Central Jersey Bancorp and
Allaire Community Bank on January 1, 2005, he served as a member of the Board of
Directors of
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Monmouth Community Bancorp since its inception. Mr. Penta also has served as a
member of the Board of Directors of Central Jersey Bank, N.A. since its
inception. Mr. Penta resides in West Long Branch, New Jersey.
Mark G. Solow is a co-founder of GarMark Advisors, LLC, a firm which
manages funds for mezzanine investments in connection with leveraged buyouts,
corporate recapitalizations and growth financings. He is also a general partner
in and senior advisor for Crystal Ridge Partners, LLC, a firm which manages
funds for equity investments in middle market companies. Prior to the formation
of GarMark Advisors, LLC, Mr. Solow was a Senior Executive Vice President at
Chemical Banking Corporation and a member of its twelve person Management
Committee. At Chemical Banking Corporation, Mr. Solow was in charge of global
investment banking and corporate and multinational banking in North America,
Western Europe and Asia. In addition, he was Senior Credit Officer for the
United States, Canada, Western Europe and Asia. Mr. Solow received his B.S. and
M.B.A. degrees from Bowling Green University. Mr. Solow has served as a member
of the Board of Directors of Central Jersey Bancorp since January 1, 2005. Prior
to the consummation of the combination of Central Jersey Bancorp and Allaire
Community Bank on January 1, 2005, he served as a member of the Board of
Directors of Monmouth Community Bancorp since its inception. Mr. Solow also has
served as a member of the Board of Directors of Central Jersey Bank, N.A. since
its inception. Mr. Solow is also a director of Penske Transportation Components,
a company controlled by Roger Penske. Mr. Solow resides in Manasquan, New
Jersey.
James S. Vaccaro has served the President and Chief Executive Officer
and a member of the Boards of Directors of Central Jersey Bancorp since January
1, 2005. Prior to the consummation of the combination of Central Jersey Bancorp
and Allaire Community Bank, N.A. on January 1, 2005, he served as Chairman of
the Board of Monmouth Community Bancorp since its inception. Mr. Vaccaro also
served as the Chief Executive Officer of Central Jersey Bank, N.A. since April
3, 2000 and the Chief Executive Officer of Monmouth Community Bancorp since its
inception. Mr. Vaccaro served in various management capacities in the health
care field from 1995 through 2000. Mr. Vaccaro has significant experience in the
banking industry. He was a member of the Board of Directors, Executive Vice
President and Chief Financial Officer of The Central Jersey Bank & Trust Co.,
and, prior to his affiliation with The Central Jersey Bank & Trust Co., was a
Manager of the Asset Services Division of Citibank, N.A. Mr. Vaccaro serves as
Chair of the Board of Trustees of Monmouth Medical Center; is a member of the
Board of Trustees of Monmouth Medical Center Foundation; is Chairman of the
Business Council of Monmouth University; is a member of the Board of Trustees of
VNA of Central Jersey Community Services, Inc.; is a member of the Board of
Directors of the New Jersey Repertory Company; is a member of the Advisory
Council of Interfaith Neighbors and is a member of the leadership cabinet of
Prevention First. Mr. Vaccaro received his B.A. degree from Ursinus College and
an advanced degree from Harvard Graduate School of Business. Mr. Vaccaro resides
in West Allenhurst, New Jersey.
Robert S. Vuono has served as the Senior Executive Vice President,
Chief Operating Officer and Secretary and member of the Boards of Directors of
Central Jersey Bancorp and Central Jersey Bank, N.A. since January 1, 2005.
Prior to the consummation of the combination of Central Jersey Bancorp and
Allaire Community Bank on January 1, 2005, he served as the Senior Executive
Vice President, Chief Operating Officer, Chief Financial Officer and Secretary
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of Allaire Community Bank and as a member of its Board of Directors. Prior to
his employment with Allaire Community Bank, Mr. Vuono had been the Executive
Vice President of Colonial State Bank, in Freehold, New Jersey (February 1989 to
May 1996), and Vice President of The Central Jersey Bank & Trust Co., in
Freehold Township, New Jersey (January 1974 to January 1989). Mr. Vuono holds a
Bachelor of Science Degree in Business Administration from Villanova University.
Mr. Vuono resides in Wall Township, New Jersey.
Audit Committee
For the year ended December 31, 2006, the Audit Committee of the Board
of Directors of Central Jersey Bancorp consisted of directors Nicholas A.
Alexander, C.P.A., Mark R. Aikins, Esq., George S. Callas, James P. Dugan, Esq.,
John F. McCann, Carmen M. Penta, C.P.A., and William H. Jewett. Nicholas A.
Alexander is the Chairman of the Audit Committee and William H. Jewett is the
Vice Chair of the Audit Committee. Each member of the Audit Committee qualified
as an independent director in accordance with the rules of NASDAQ and the rules
and regulations of the Securities and Exchange Commission. In addition, the
Board has determined that Nicholas Alexander is both independent and qualifies
as a financial expert by Securities and Exchange Commission rules. The Audit
Committee is responsible for developing and monitoring the audit and loan review
programs of Central Jersey Bank, N.A. The Audit Committee recommends the loan
review consultant to the Board, selects the outside auditor and meets with the
Board to discuss the results of the annual audit and quarterly loan reviews and
any related matters. The Audit Committee also receives and reviews the reports
and findings and any other information presented to members of the Audit
Committee by the officers of Central Jersey Bancorp and its bank subsidiary
regarding financial reporting policies and practices.
Code of Ethics
The chief executive and senior financial officers of Central Jersey
Bancorp are held to the highest standards of honest and ethical conduct when
conducting the affairs of Central Jersey Bancorp. All such individuals must act
ethically at all times in accordance with the policies contained in Central
Jersey Bancorp's Chief Executive and Senior Financial Officer Code of Ethics
(the "Code of Ethics"). A copy of the Code of Ethics may be viewed on Central
Jersey Bancorp's website at www.cjbna.com.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires Central Jersey Bancorp's
executive officers and directors, and persons who own more than ten percent of a
registered class of Central Jersey Bancorp's equity securities, to file reports
of ownership and changes of ownership on Forms 3, 4 and 5 with the Securities
and Exchange Commission. Executive officers, directors and greater than ten
percent shareholders are required by Securities and Exchange Commission
regulation to furnish Central Jersey Bancorp with copies of all Forms 3, 4 and 5
they file. Central Jersey Bancorp believes that all filings required to be made
by its executive officers, directors and greater than ten percent shareholders
pursuant to Section 16(a) of the Exchange Act have been filed within the time
periods prescribed, except for a Form 5 by Mr. Vaccaro and a Form 5 by Mr.
Giordano which were filed after the prescribed due date in connection with their
respective year-end holdings in a 401(k) plan sponsored by Central Jersey Bank,
N.A.
9
<page>
Item 11. Executive Compensation
Compensation Discussion and Analysis
The following compensation discussion and analysis presents information
regarding the compensation of our senior executives, including the process for
determining the total compensation of our Chief Executive Officer and other
Named Executive Officers for whom compensation is disclosed in the tables below.
Our executive compensation program and structure is established and overseen by
the Compensation Committee of the Board of Directors.
Compensation Objectives and Policies
The objective of our executive compensation program is to enhance
Central Jersey Bancorp's long-term profitability by providing compensation that
will attract and retain superior talent, reward performance and align the
interests of the executive officers with the long-term interests of our
shareholders.
The Compensation Committee is responsible for ensuring that
compensation and benefit packages provided are suitable and are not excessive.
The Compensation Committee generally approves or recommends to the Board
compensation packages or plans for senior management and directors. These
compensation and benefit packages may include salaries, bonuses, vacations,
termination benefits, contribution to employee pension plans, stock option and
stock purchase plans, indemnification agreements and employment/change of
control contracts.
When reviewing compensation arrangements for a member or members of
senior management and directors, the Compensation Committee shall consider the
following matters:
(a) The combined value of all cash and non-cash benefits
provided to the individual or individuals;
(b) The compensation history of the individual or
individuals as compared to other individuals with
comparable expertise at Central Jersey Bancorp;
(c) The financial condition of Central Jersey Bancorp;
(d) Comparable compensation practices at similar
institutions, based upon factors such as asset size,
geographic location and the services provided;
(e) The projected total cost and benefit to Central
Jersey Bancorp for post employment benefits; and
(f) Any connection between the individual and any
fraudulent act or omission, breach of trust or
fiduciary duty or insider abuse with regard to
Central Jersey Bancorp.
10
<page>
Elements of the Executive Compensation Program
Base Salary
-----------
Base salary levels for Central Jersey Bancorp's executive officers are
competitively set relative to companies in peer businesses. In reviewing base
salaries, the Compensation Committee also takes into account individual
experience and past performance.
James S. Vaccaro served as Central Jersey Bancorp's President and Chief
Executive Officer for the year ended December 31, 2006. Mr. Vaccaro's base
salary is set competitively relative to other chief executive officers in
financial service companies of similar asset size to Central Jersey Bancorp. In
determining Mr. Vaccaro's base salary as well as annual performance bonus, the
Compensation Committee reviewed independent compensation data and Central Jersey
Bancorp's performance as compared against budgets and peer businesses. As with
Central Jersey Bancorp's other executive officers, Mr. Vaccaro's total
compensation involves certain subjective judgments and is not based solely upon
any specific objective criteria or weighting.
Bonus Awards
------------
Central Jersey Bancorp's annual performance bonuses are intended to
provide a direct cash incentive to executive officers and other key employees
for a variety of performance measures. A variety of financial performance
indicators (i.e. results of operations, core deposit growth, commercial and
consumer loan growth, etc.) are compared against budgets as well as peer
businesses.
Equity Compensation
-------------------
Central Jersey Bancorp's Equity Incentive Plan (see "Securities
Authorized for Issuance under Equity Compensation Plans") is designed to
encourage and enable employees and directors of Central Jersey Bancorp to
acquire or increase their holdings of Common Stock and other proprietary
interests in Central Jersey Bancorp. It is intended to promote these
individual's interests in the company thereby enhancing the efficiency,
soundness, profitability, growth and shareholder value of Central Jersey
Bancorp.
Under the Equity Incentive Plan, incentive and nonqualified stock
options may be granted to eligible employees and/or employee-directors and
nonqualified stock options may be granted to eligible non-employee directors. In
addition, pursuant to the Equity Incentive Plan, participants may be eligible to
receive, under certain conditions, stock appreciation rights in the form of
related stock appreciation rights and freestanding stock appreciation rights,
restricted awards in the form of restricted stock awards and restricted stock
units, performance awards in the form of performance share awards and
performance unit awards, phantom stock awards and dividend equivalent awards.
For the year ended December 31, 2006, James S. Vaccaro received a grant
of 15,750 SARs under the Equity Incentive Plan, Anthony Giordano, III received a
grant of 7,875 SARs under the Equity Incentive Plan and Robert S. Vuono received
a grant of 13,125 SARs under the Equity Incentive Plan. The aforementioned
grants have been adjusted to account for the 5%
11
<page>
stock distribution made to the shareholders of Central Jersey Bancorp on July 1,
2006. The SARs were granted in order to create the appropriate alignment of
incentives between corporate performance and the recognition of that performance
through long term compensation awards. It was decided by the Compensation
Committee of the Board of Directors that a chosen grant date was simply a timing
issue and that the award price would be equal to the market value of the
underlying stock as of the date of the award. By utilizing such a pricing
mechanism, the future monetary value of the grant would have a direct
correlation to the performance of the underlying stock.
Perquisites
-----------
Central Jersey Bancorp's Named Executive Officers are provided a
limited number of perquisites. An item is not a perquisite if it is integrally
and directly related to the performance of the executive's duties. An item is a
perquisite if it confers a direct or indirect benefit that has a personal
aspect, without regard to whether it may be provided for some business reason or
for the convenience of the Company, unless it is generally available on a
non-discriminatory basis to all employees.
For the fiscal year ended December 31, 2006, Central Jersey Bancorp
provided a nominal amount of perquisites to its executives. As a fair amount of
Mr. Vaccaro's time is spent traveling for business purposes (e.g. customer
calls, branch visits, department visits, etc.), the Board of Directors thought
it appropriate to provide Mr. Vaccaro with the use of a company automobile.
Benefits
--------
The Named Executive Officers participate in a variety of retirement,
health and welfare, and paid time-off benefits available to all employees of
Central Jersey Bancorp and Central Jersey Bank, N.A., which are designed to
enable the company to attract and retain its workforce in a competitive
marketplace. Health and welfare and paid time-off benefits help ensure that
Central Jersey Bancorp has a productive and focused workforce. Savings plans
help employees, especially long-service employees, save and prepare financially
for retirement. Central Jersey Bancorp also offers eligible employees the
opportunity to save for retirement through the company's 401(k) plan. Enrollment
commences on the first of the month following three months of continuous
service. The 401(k) plan allows an employee to elect how much salary the
individual wants to contribute within plan limits, and direct the investment of
the plan account to meet the individual's needs. Central Jersey Bancorp will
match a portion of the employee's contributions on a bi-weekly basis in an
amount determined by the Board of Directors on an annual basis. Effective
January 1, 2007, Central Jersey Bancorp adopted a safe-harbor plan design which
provides the following match: 100% of the first 3% deferred and another 50% of
the next 2% deferred; and fully vests all plan participants for existing and
prospective matching contributions.
Change of Control Agreements
----------------------------
Central Jersey Bancorp has separate change of control agreements with
each of James S. Vaccaro, Robert S. Vuono, and Anthony Giordano, III, each
entered into on August 1, 2006. Each
12
<page>
agreement is effective as of August 1, 2006, and will continue in full force and
effect for so long as the executive party to the agreement is employed by
Central Jersey Bancorp and/or Central Jersey Bank, N.A. Central Jersey Bancorp
also has separate change of control agreements with each of Robert K. Wallace,
effective as of January 1, 2005, and Thomas J. Garrity, effective as of February
21, 2007, each of which will continue in full force and effect for so long as
the executive is employed by Central Jersey Bancorp and/or Central Jersey Bank,
N.A. See discussion under "Potential Payments to Named Executive Officers Upon
Termination of Employment or Change of Control" below.
Deductibility of Compensation
-----------------------------
The Internal Revenue Code of 1986, as amended (the "Code"), restricts
deductibility of annual individual compensation to its top executive officers in
excess of $1 million if certain conditions set forth in the Code are not fully
satisfied. Central Jersey Bancorp intends, to the extent practicable, to
preserve deductibility under the Code of compensation paid to its executive
officers while maintaining compensation programs that effectively attract and
retain exceptional executives in a highly competitive environment. Accordingly,
compensation paid is generally tax-deductible. However, on occasion it may not
be possible to satisfy all conditions of the Code for deductibility and still
meet Central Jersey Bancorp's compensation needs, and in such limited
situations, certain compensation paid to some executives may not be
tax-deductible.
Compensation Committee Report
The Compensation Committee has discussed and reviewed the foregoing
Compensation Discussion and Analysis with management. Based upon this review and
discussion, the Compensation Committee recommended to the Board of Directors
that the Compensation Discussion and Analysis be included in this Form 10-K.
Submitted by: Paul A. Larson, Jr. (Chair) George S. Callas
James G. Aaron, Esq. William H. Jewett
John A. Brockriede Mark G. Solow
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Board of Directors, which consists of
directors James G. Aaron, Esq., John A. Brockriede, George S. Callas, William H.
Jewett, Paul A. Larson, Jr. and Mark G. Solow. Paul A. Larson, Jr. is the Chair
of the Compensation Committee and Mark G. Solow is the Vice Chair of the
Compensation Committee. The Compensation Committee is responsible for
determining whether the Company's compensation and benefits packages are
suitable and do not provide excessive benefits or result in material financial
loss to Central Jersey Bancorp. The Compensation Committee is also responsible
for approving or recommending to the Board compensation packages and plans for
senior management and directors. These compensation packages include salaries,
bonuses, vacations, termination benefits, profit-sharing plans, contributions to
employee pension plans, stock option and stock purchase plans, indemnification
agreements and employment/change of control contracts.
13
<page>
None of the members of the Compensation Committee is currently or has
been at any time an officer or employee of Central Jersey Bancorp or Central
Jersey Bank, N.A. No member of the Compensation Committee or executive officer
of Central Jersey Bancorp or Central Jersey Bank, N.A. serves as a member of the
board of directors or compensation committee of any entity that has one or more
executive officers serving as a member of the Board of Directors or Compensation
Committee of Central Jersey Bancorp or Central Jersey Bank, N.A.
14
<page>
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the annual and
long-term compensation of the Named Executive Officers for services in all
capacities to Central Jersey Bancorp and Central Jersey Bank, N.A. for the year
ended December 31, 2006. The Named Executive Officers are the (1) President and
Chief Executive Officer, (2) Executive Vice President, Chief Financial Officer,
Treasurer and Assistant Secretary, (3) Senior Executive Vice President, Chief
Operating Officer and Secretary, (4) Executive Vice President and Senior Loan
Officer, and (5) Executive Vice President and Commercial Loan Officer, of
Central Jersey Bancorp, whose names are set forth in the table below (the "Named
Executive Officers").
<table>
<caption>
Change in
Pension Value
and
Non-Equity Nonqualified
Stock Option Incentive Plan Deferred All Other
Name and Salary Awards Awards Compensation Compensation Compensation
Principal Position Year ($) Bonus ($) ($) ($)(1)(2) ($) Earnings ($) ($) Total ($)
- ------------------ ---- ------ --------- ------ --------- -------------- ------------- ------------ ---------
<s> <c> <c> <c> <c> <c> <c> <c> <c> <c>
James S. Vaccaro, 2006 $ 250,000 $ 27,500 $ --- $ 58,118 $ --- $ --- $ 11,738(3) $ 347,356
President and
Chief Executive
Officer
Anthony Giordano, 2006 $ 122,000 $ 15,000 $ --- $ 29,059 $ --- $ --- $ 5,433(4) $ 171,492
III,
Executive Vice
President, Chief
Financial Officer,
Treasurer and
Assistant Secretary
Robert S. Vuono, 2006 $ 160,000 $ 20,000 $ --- $ 48,431 $ --- $ --- $ 9,019(5) $ 237,450
Senior Executive
Vice President,
Chief Operating
Officer and
Secretary
Robert K. Wallace, 2006 $ 150,000 $ 10,000 $ --- $ 19,373 $ --- $ --- $ 8,196(6) $ 187,569
Executive Vice
President and
Senior Commercial
Lending Officer
Thomas J. Garrity, 2006 $ 130,000 $ 8,000 $ --- $ 38,745 $ --- $ --- $ 5,155(7) $ 181,900
Executive Vice
President and
Commercial
Lending Officer
</table>
- --------------------------
(1) Represents SARs granted on February 1, 2006 under the Equity
Incentive Plan, each with an exercise price of $10.36. These
SARs can only be settled in cash. The SARs vest over a four
year period and expire on February 1, 2016. The fair value of
SARs granted was estimated on December 31, 2006 using the
Black-Scholes option pricing model with the
15
<page>
following weighted-average assumptions used: stock price
$8.30, dividend yield of 0%; expected volatility of 41.17%;
risk free interest rate of 4.70%; and expected lives of seven
years. These SARS had a fair value of approximately $3.69 per
share at December 31, 2006.
(2) These amounts have been adjusted, as appropriate, to account
for the 5% stock distribution made to the shareholders of
Central Jersey Bancorp on July 1, 2006.
(3) Of this amount, $2,938 represents the lease value of an
automobile provided to Mr. Vaccaro for business use, $414
represents the amount contributed by Central Jersey Bank, N.A.
to Group Term Life Insurance for Mr. Vaccaro's benefit and
$8,800 represents the amount contributed by Central Jersey
Bank, N.A. to its 401(k) plan for the benefit of Mr. Vaccaro.
(4) Of this amount, $86 represents the amount contributed by
Central Jersey Bank, N.A. to Group Term Life Insurance and
$5,347 represents the amount contributed by Central Jersey
Bank, N.A. to its 401(k) plan for the benefit of Mr. Giordano.
(5) Of this amount, $577 represents the amount contributed by
Central Jersey Bank, N.A. to Group Term Life Insurance, $1,264
represents the amount contributed by Central Jersey Bank, N.A.
pursuant to a bank owned life insurance (BOLI) contract and
$7,178 represents the amount contributed by Central Jersey
Bank, N.A. to its 401(k) plan for the benefit of Mr. Vuono.
(6) Of this amount, $516 represents the amount contributed by
Central Jersey Bank, N.A. to Group Term Life Insurance, $1,515
represents the amount contributed by Central Jersey Bank, N.A.
pursuant to a bank owned life insurance (BOLI) contract and
$6,165 represents the amount contributed by Central Jersey
Bank, N.A. to its 401(k) plan for the benefit of Mr. Wallace.
(7) Of this amount, $144 represents the amount contributed by
Central Jersey Bank, N.A. to Group Term Life Insurance, $88
represents the amount contributed by Central Jersey Bank, N.A.
pursuant to a bank owned life insurance (BOLI) contract and
$5,023 represents the amount contributed by Central Jersey
Bank, N.A. to its 401(k) plan for the benefit of Mr. Garrity.
16
<page>
Grants of Plan Based Awards
The following table shows information about awards made under the
Equity Incentive Plan during the year ended December 31, 2006:
<table>
<caption>
Grants of Plan-Based Awards
for Fiscal Year End December 31, 2006
-------------------------------------
All
Other
Stock All
Awards: Other
Number Option
of Awards:
Shares Number Exercise Grant
Estimated Future Payouts Under Estimated Future Payouts Under of of or Base Date Fair
Non-Equity Incentive Plan Equity Incentive Plan Awards Stock Shares Price of Value of
------------------------------- ---------------------------------- or of Stock Option Stock and
Grant Threshold Target Maximum Threshold Target Maximum Units or Units Awards Option
Name Date ($) ($) ($) (#) (#)(1)(2)(3) (#) (#) (#) ($/Sh)(1) Awards(1)
---- ----- --------- ----- ------- --------- ------------ ------- ----- -------- --------- ---------
<s> <c> <c> <c> <c> <c> <c> <c> <c> <c> <c> <c>
James S. 2/1/06 -- -- -- -- 15,750(4) -- -- -- $10.36 $3.69
Vaccaro
Anthony 2/1/06 -- -- -- -- 7,875(5) -- -- -- $10.36 $3.69
Giordano,
III
Robert S. 2/1/06 -- -- -- -- 13,125(6) -- -- -- $10.36 $3.69
Vuono
Robert K. 2/1/06 -- -- -- -- 5,250(7) -- -- -- $10.36 $3.69
Wallace
Thomas J. 2/1/06 -- -- -- -- 10,500(8) -- -- -- $10.36 $3.69
Garrity
</table>
(1) Represents SARs granted on February 1, 2006 under the Equity Incentive
Plan, each with an exercise price of $10.36. The SARs vest over a four
year period and expire on February 1, 2016. The fair value of SARs
granted was estimated on December 31, 2006 using the Black-Scholes
option pricing model with the following weighted-average assumptions
used: stock price $8.30, dividend yield of 0%; expected volatility of
41.17%; risk free interest rate of 4.70%; and expected lives of seven
years. These SARS had a fair value of approximately $3.69 per share at
December 31, 2006.
(2) These SARs can only be settled in cash. The amount to be received by
the holder thereof is dependant on the market price of Central Jersey
Bancorp's common stock on the date of exercise of such SAR.
(3) These amounts have been adjusted, as appropriate, to account for the 5%
stock distribution made to the shareholders of Central Jersey Bancorp
on July 1, 2006.
(4) 3,938, or 25%, of the 15,750 SARs became exercisable on February 1,
2007 and thereafter become exercisable on February 1, 2008, 2009 and
2010, respectively.
(5) 1,969, or 25%, of the 7,875 SARs became exercisable on February 1, 2007
and thereafter become exercisable on February 1, 2008, 2009 and 2010,
respectively.
(6) 3,281 or 25%, of the 13,125 SARs became exercisable on February 1, 2007
and thereafter become exercisable on February 1, 2008, 2009 and 2010,
respectively.
(7) 1,313 or 25%, of the 5,250 SARs became exercisable on February 1, 2007
and thereafter become exercisable on February 1, 2008, 2009 and 2010,
respectively.
(8) 2,625 or 25%, of the 10,500 SARs became exercisable on February 1, 2007
and thereafter become exercisable on February 1, 2008, 2009 and 2010,
respectively.
17
<page>
Outstanding Equity Awards at Fiscal Year-End
The following table provides information about all equity compensation
awards held by the Named Executive Officers at December 31, 2006. Unless
otherwise indicated, the number of securities provided in the table represent
stock options.
<table>
<caption>
Outstanding Equity Awards
for Fiscal Year End December 31, 2006
--------------------------------------
Option Awards Stock Awards
------------------------------------------------------------------------ ---------------------------------------
Equity
Incentive
Equity Plan
Market Incentive Awards:
Value Plan Market
Equity of Awards: or Payout
Incentive Number Shares Number of Value of
Plan of or Unearned Unearned
Number of Number of Awards: Shares Units Shares, Shares,
Securities Securities Number of or Units of Units or Units or
Underlying Underlying Securities of Stock Stock Other Other
Unexercised Unexercised Underlying That That Rights Rights
Options Options Unexercised Option Have Have That That
(#) (#) Unearned Exercise Option Not Not Have Not Have Not
Date of Exercisable Unexercisable Options Price Expiration Vested Vested Vested Vested
Name Grant (1) (1) (#) ($)(1) Date (#) ($) (#) ($)
---- ------- ----------- ------------- ----------- -------- ---------- ------- ------ ---------- ----------
<s> <c> <c> <c> <c> <c> <c> <c> <c> <c> <c>
James S. 2/1/06 3,938(2) 11,812(2) -- $10.36 2/1/16 -- -- -- --
Vaccaro 12/1/03 66,150 -- -- $ 9.45 12/1/13 -- -- -- --
12/31/02 13,230 -- -- $ 5.56 12/31/12 -- -- -- --
8/31/01 58,340 -- -- $ 3.64 8/31/11 -- -- -- --
Anthony 2/1/06 1,969(3) 5,906(3) -- $10.36 2/1/16 -- -- -- --
Giordano, 12/1/03 19,845 -- -- $ 9.45 12/1/13 -- -- -- --
III 12/31/02 6,615 -- -- $ 5.56 12/31/12 -- -- -- --
8/31/01 11,670 -- -- $ 3.64 8/31/11 -- -- -- --
8/31/00 12,254 -- -- $ 3.51 8/31/10 -- -- -- --
Robert S. 2/1/06 3,281(4) 9,844(4) -- $10.36 2/1/16 -- -- -- --
Vuono 2/26/03 1,657 -- -- $ 8.33 2/25/13 -- -- -- --
4/1/02 3,473 -- -- $ 3.74 4/1/12 -- -- -- --
7/25/01 23,268 -- -- $ 4.21 7/25/12 -- -- -- --
7/25/01 23,268 -- -- $ 4.21 7/25/11 -- -- -- --
5/22/00 11,808 -- -- $ 3.00 5/22/10 -- -- -- --
5/22/00 14,994 -- -- $ 3.00 5/22/10 -- -- -- --
12/20/99 13,401 -- -- $ 3.27 12/20/09 -- -- -- --
Robert K. 2/1/06 1,312(5) 3,938(5) -- $10.36 2/1/16 -- -- -- --
Wallace 2/26/03 922 -- -- $ 8.33 2/26/13 -- -- -- --
4/1/02 1,736 -- -- $ 3.74 4/1/12 -- -- -- --
7/25/01 7,814 -- -- $ 4.21 7/25/12 -- -- -- --
7/25/01 7,814 -- -- $ 4.21 7/25/11 -- -- -- --
5/22/00 6,746 -- -- $ 3.00 5/22/10 -- -- -- --
5/22/00 8,569 -- -- $ 3.00 5/22/10 -- -- -- --
12/20/99 5,743 -- -- $ 3.27 12/20/09 -- -- -- --
</table>
18
<page>
<table>
<caption>
Outstanding Equity Awards
for Fiscal Year End December 31, 2006
--------------------------------------
Option Awards Stock Awards
------------------------------------------------------------------------ ---------------------------------------
Equity
Incentive
Equity Plan
Market Incentive Awards:
Value Plan Market
Equity of Awards: or Payout
Incentive Number Shares Number of Value of
Plan of or Unearned Unearned
Number of Number of Awards: Shares Units Shares, Shares,
Securities Securities Number of or Units of Units or Units or
Underlying Underlying Securities of Stock Stock Other Other
Unexercised Unexercised Underlying That That Rights Rights
Options Options Unexercised Option Have Have That That
(#) (#) Unearned Exercise Option Not Not Have Not Have Not
Date of Exercisable Unexercisable Options Price Expiration Vested Vested Vested Vested
Name Grant (1) (1) (#) ($)(1) Date (#) ($) (#) ($)
---- ------- ----------- ------------- ----------- -------- ---------- -------- ------ ---------- ----------
<s> <c> <c> <c> <c> <c> <c> <c> <c> <c> <c>
Thomas 2/1/06 2,625(6) 7,875 (6) -- $10.36 2/1/16 -- -- -- --
J. Garrity 2/26/03 476 -- -- $ 8.33 2/26/13 -- -- -- --
2/25/03 518 -- -- $ 8.33 2/26/13 -- -- -- --
6/5/02 1,041 -- -- $ 3.74 6/5/12 -- -- -- --
11/26/01 1,736 -- -- $ 4.00 11/28/11 -- -- -- --
7/25/01 2,344 -- -- $ 4.21 7/25/12 -- -- -- --
7/25/01 2,344 -- -- $ 4.21 7/25/11 -- -- -- --
</table>
(1) The shares have been adjusted, as appropriate, to account for the 5%
stock distributions made to the shareholders of Central Jersey Bancorp
on July 1, 2006 and December 31, 2003, 2002, 2001 and 2000,
respectively, the 6 for 5 stock split in the form of a stock dividend
effected as of July 15, 2004, and the 2 for 1 stock split in the form
of a stock dividend effected as of June 15, 2005. The shares have also
been adjusted as appropriate to account for 5% stock distributions made
to the former shareholders of Allaire Community Bank on February 28,
1999, September 29, 2000, May 21, 2001, April 24, 2002, and June 7,
2004, and the 3 for 2 stock split effected as of February 11, 2003.
(2) Represents SARs granted under the Equity Incentive Plan. 3,938, or 25%,
of the 15,750 SARs became exercisable on February 1, 2007 and
thereafter become exercisable on February 1, 2008, 2009 and 2010,
respectively.
(3) Represents SARs granted under the Equity Incentive Plan. 1,969, or 25%,
of the 7,875 SARs became exercisable on February 1, 2007 and thereafter
become exercisable on February 1, 2008, 2009 and 2010, respectively.
(4) Represents SARs granted under the Equity Incentive Plan. 3,281 or 25%,
of the 13,125 SARs became exercisable on February 1, 2007 and
thereafter become exercisable on February 1, 2008, 2009 and 2010,
respectively.
(5) Represents SARs granted under the Equity Incentive Plan. 1,313, or 25%,
of the 5,250 SARs became exercisable on February 1, 2007 and thereafter
become exercisable on February 1, 2008, 2009 and 2010, respectively.
(6) Represents SARs granted under the Equity Incentive Plan. 2,625, or 25%,
of the 10,500 SARs became exercisable on February 1, 2007 and
thereafter become exercisable on February 1, 2008, 2009 and 2010,
respectively.
There were no stock options or SARS exercised by any of the Named
Executive Officers during the year ended December 31, 2006.
19
<page>
Potential Payments to Named Executive Officers Upon Termination of Employment or
Change in Control
On August 1, 2006, Central Jersey Bancorp entered into a change of
control agreement (each an "Agreement" and, collectively, the "Agreements") with
each of James S. Vaccaro, Robert S. Vuono and Anthony Giordano, III (each an
"Executive"). Each Agreement is effective as of August 1, 2006 (the "Effective
Date"), and will continue in full force and effect for so long as the Executive
party to the Agreement is employed by Central Jersey Bancorp and/or Central
Jersey Bank, N.A.
In the event that either (1) the Executive is terminated without Cause
(as defined below) in connection with (A) a merger of Central Jersey Bancorp
where Central Jersey Bancorp is not the surviving entity, (B) the acquisition of
greater than 50% of Central Jersey Bancorp's voting stock by an entity or group
of individuals other than the shareholders of Central Jersey Bancorp as of the
Effective Date, (C) the sale or disposition of all or substantially all of
Central Jersey Bancorp's assets, or (D) the determination by the Board of
Directors of Central Jersey Bancorp that a change of control has occurred or is
about to occur (each a "Change of Control Event"), or (2) a Change of Control
Event occurs and the Executive is not retained by the successor entity or group
(the "Successor Entity") for a period of at least 36 months (30 months for Mr.
Giordano) commencing on the effective date of the Change of Control Event
pursuant to a written agreement containing the provisions described below (the
"New Agreement"), the Executive shall be entitled to severance from Central
Jersey Bancorp.
For purposes of each Agreement and any New Agreement, "Cause" shall
mean as follows: (1) the Executive willfully, or as a result of gross negligence
on his part, fails substantially to (A) carry out the lawful policies of Central
Jersey Bancorp's Board of Directors or the Successor Entity's governing body or
(B) discharge his duties and responsibilities as an Executive of Central Jersey
Bancorp and Central Jersey Bank, N.A. or the Successor Entity for any reason
other than the Executive's disability, (2) the Executive is convicted of or
enters a plea of no contest with respect to a felony, (3) the Executive engages
in conduct which is demonstrably and substantially injurious to Central Jersey
Bancorp or the Successor Entity, (4) the Executive materially breaches the
Agreement or New Agreement, or commits any deliberate and intentional violation
of the confidentiality and non-compete provisions of the Agreement or New
Agreement, or (5) the Executive commits willful or intentional misconduct that
has a material adverse effect on Central Jersey Bancorp or Central Jersey Bank,
N.A. or the Successor Entity.
In addition to the foregoing, in the event an Executive's employment is
terminated without Cause in connection with any acquisition by Central Jersey
Bancorp of any bank, bank holding company or other similar institution (the
"Acquisition"), and the Acquisition does not constitute a Change of Control
Event, the Executive shall nevertheless be entitled to receive severance from
Central Jersey Bancorp, which shall be payable in-full by Central Jersey Bancorp
within 10 business days after the effective date of the termination of
Executive's employment without Cause.
Both Mr. Vaccaro and Mr. Vuono are entitled to 30 months severance, and
Mr. Giordano 24 months severance. The amount of severance payable to an
Executive will be based upon his
20
<page>
monthly salary in effect at the time of the Change of Control Event or the
Acquisition, a percentage of the previous cash bonus payments made to him and
the cash equivalent of the monthly benefits provided to him at the time of the
Change of Control Event or the Acquisition. The Executive shall only be entitled
to such severance if he agrees to remain as an employee of Central Jersey
Bancorp and assist in the transition until the effective date of the Change of
Control Event. In the event that the Executive is to receive severance, the
severance shall be payable in-full by Central Jersey Bancorp within 10 business
days after the effective date of the Change of Control Event.
A New Agreement with a Successor Entity discussed above must provide
that the Executive shall have (1) the same or substantially equal position with
similar title and responsibilities and the same or greater salary, benefits and
bonuses that the Executive was entitled to receive from Central Jersey Bancorp
immediately prior to the Change of Control Event, and (2) a commuting distance
that is not greater than 30 miles from the Executive's current residence. The
New Agreement also must provide that if the Executive accepts employment with
the Successor Entity as of the effective date of the Change of Control Event and
the Executive (x) is terminated by the Successor Entity without Cause during the
36 month period (30 month period for Mr. Giordano) commencing on the effective
date of the Change of Control Event or (y) dies, becomes disabled or voluntarily
terminates his employment with the Successor Entity for any reason during the 30
month period (24 month period for Mr. Giordano) commencing on the 6 month
anniversary of the effective date of the Change of Control Event (the "6 Month
Anniversary Date"), the Executive shall be entitled to severance (as defined the
Agreements) from the Successor Entity.
If the Executive's employment is terminated by the Successor Entity as
provided in subpart (x) in the preceding paragraph, he shall receive severance
for the number of months equal to the remainder of 30 months (24 months for Mr.
Giordano) less the number of whole months Executive was employed by the
Successor Entity following the 6 Month Anniversary Date. If the Executive's
employment is terminated by the Successor Entity as provided in subpart (x)
above prior to the 6 Month Anniversary Date, however, the Executive shall
receive 30 months (24 months for Mr. Giordano) severance. If the Executive dies,
becomes disabled or terminates his employment with the Successor Entity as
provided in subpart (y) in the preceding paragraph, he shall receive severance
for the number of months equal to the remainder of 30 months (24 months for Mr.
Giordano) less the number of whole months the Executive was employed by the
Successor Entity following the 6 Month Anniversary Date. In no event shall
Executive be entitled to receive less than 6 months severance. The Executive
shall not be entitled to any severance, however, if he terminates his employment
with the Successor Entity as provided in subpart (y) above prior to the 6 Month
Anniversary Date for any reason other than death or disability. Any severance
shall be payable in-full within 10 business days after the termination of
Executive's employment with the Successor Entity unless the Executive and the
Successor Entity otherwise agree to another payment schedule. The Executive
shall not be entitled to any severance should his employment with the Successor
Entity terminate for any reason after the expiration of the 36 month period (30
month period for Mr. Giordano) commencing on the effective date of the Change of
Control Event.
21
<page>
In consideration for the right to receive the severance provided for in
an Agreement, each Agreement also contains customary non-competition and
non-solicitation provisions applicable to the Executive party to the Agreement.
In addition, Central Jersey Bancorp entered into a change of control
agreement with Robert K. Wallace, effective as of January 1, 2005, which will
continue in full force and effect for so long as Mr. Wallace is employed by
Central Jersey Bancorp and/or Central Jersey Bank, N.A.
In the event that (1) Mr. Wallace is terminated without cause as a
result of (A) a merger of Central Jersey Bancorp where Central Jersey Bancorp is
not the surviving entity, or (B) the acquisition of greater than 85% of Central
Jersey Bancorp's common stock by another entity or group of individuals (each a
"Triggering Event"), or (2) a Triggering Event occurs and Mr. Wallace is not
retained pursuant to a written agreement by the successor entity or group (the
"Acquiring Entity") for a period of at least 18 months commencing on the
effective date of the Triggering Event in the same or substantially equal
position with similar title and responsibilities and the same or greater salary,
benefits and bonuses that Mr. Wallace was entitled to receive from Central
Jersey Bancorp immediately prior to the Triggering Event, and with a reasonable
commuting distance not greater than 5 miles from Mr. Wallace's residence, Mr.
Wallace will be entitled to 18 months of Severance (as defined below) from
Central Jersey Bancorp.
"Severance" means Mr. Wallace's monthly salary and benefits at the time
his employment relationship with Central Jersey Bancorp terminates, including
any life insurance maintained on Mr. Wallace's life for his named beneficiaries,
health insurance benefits for Mr. Wallace and his family and any matching
contributions to his 401(k) account. Mr. Wallace shall only be entitled to such
Severance if he remains as an employee of Central Jersey Bancorp and provides
reasonable assistance to Central Jersey Bancorp through the effective date of
the Triggering Event. The 18 months of Severance shall be payable on the
effective date of the Triggering Event.
In addition to the provisions discussed above with regard to
responsibilities, title, salary, benefits and commuting distance, the agreement
with the Acquiring Entity will provide that in the event that, prior to the
expiration of the 18 month period commencing on the effective date of the
Triggering Event, Mr. Wallace (1) is terminated by the Acquiring Entity without
cause, or (2) voluntarily terminates his employment with the Acquiring Entity,
Mr. Wallace shall be entitled to receive Severance from the Acquiring Entity,
for the number of months equal to the difference of (A) 18 months and (B) the
number of whole months Mr. Wallace was employed by the Acquiring Entity
following the date of the Triggering Event; provided, however, that in no event
shall Mr. Wallace be entitled to less than 12 months of Severance.
In consideration for the right to receive the Severance provided for in
Mr. Wallace's change of control agreement, the agreement also contains customary
non-competition and non- solicitation provisions applicable to Mr. Wallace.
On February 21, 2007, Central Jersey Bancorp entered into a change of
control agreement with Thomas J. Garrity which will continue in full force and
effect for so long as Mr. Garrity is employed by Central Jersey Bancorp and/or
Central Jersey Bank, N.A. Pursuant to the
22
<page>
terms of such change of control agreement, which has similar terms and
conditions to those change of control agreements entered into by Mr. Vaccaro,
Mr. Vuono and Mr. Giordano, respectively, Mr. Garrity is entitled to 12 months
of severance, payable in equal bi-weekly installments. For purposes of Mr.
Garrity's change of control agreement, "severance" means (1) an amount equal to
the product of Mr. Garrity's monthly salary in effect at the time of the Change
of Control Event multiplied by 12, plus (2) an amount equal to the largest
annual cash bonus payment made to Mr. Garrity for services provided in any of
the three years ended on December 31 of the year preceding the year in which the
Change of Control Event occurs, plus (3) an amount equal to the product of the
cash equivalent of the monthly benefits provided to Mr. Garrity at the time of
the Change of Control Event multiplied by 12.
In consideration for the right to receive such severance, the change of
control agreement also contains customary non-competition and non-solicitation
provisions applicable to Mr. Garrity. However, if Mr. Garrity directly or
indirectly commences employment with or render services to any other bank or
banking institution within the State of New Jersey after 3 months but prior to 6
months from the date of any termination of Mr. Garrity's employment, Central
Jersey Bancorp's obligation to pay any severance to Mr. Garrity shall cease as
of the date he is employed by or renders services to any such bank or banking
institution. Moreover, if Mr. Garrity solicits, diverts or takes away, or
attempts to solicit, divert or take away, the business or patronage of any of
the clients, customers or accounts of Central Jersey Bancorp that were served by
Central Jersey Bancorp while Mr. Garrity was employed by Central Jersey Bancorp
after 3 months from the date of any termination of Mr. Garrity's employment,
Central Jersey Bancorp's obligation to pay any severance to Mr. Garrity shall
cease as of the date he solicits, diverts or takes away, or attempts to solicit,
divert or take away, the business or patronage of any of the clients, customers
or accounts of Central Jersey Bancorp that were served by Central Jersey Bancorp
while Mr. Garrity was employed by Central Jersey Bancorp.
The above descriptions are qualified in there entirety by the actual
change of control agreements which have been previously filed as exhibits to
Central Jersey Bancorp's reports filed with the Securities and Exchange
Commission.
23
<page>
The following table illustrates the potential post-employment payments
to the Named Executive Officers as described above. The amounts in the following
table are hypothetical based on the assumption that an aforementioned triggering
event took place on December 29, 2006, the last business day during the year
ended December 31, 2006. Actual payments will depend on the circumstances and
timing of any such triggering event.
<table>
<caption>
POTENTIAL POST-EMPLOYMENT PAYMENTS
----------------------------------
Involuntary
Termination
without
Cause/Separation
Payments/Benefits Due to Change of
Name (1) Upon Termination Control ($) Multiplier Total ($)
- --------------------- ----------------- ---------------- ---------- --------------
<s> <c> <c> <c> <c>
James S. Vaccaro Salary: $ 20,769.24 30 $ 623,077.20
Bonus: $ 4,166.67 30 $ 125,000.10
Benefits (Cash
Equivalent): $ 1,614.33 30 $ 48,429.90
--------------
Total: $ 796,507.20
==============
Robert S. Vuono Salary: $ 13,288.01 30 $ 398,640.30
Bonus: $ 3,750.00 30 $ 112,500.00
Benefits (Cash
Equivalent): $ 1,473.18 30 $ 44,195.40
--------------
Total: $ 555,335.70
==============
Anthony Giordano, III Salary: $ 9,788.08 24 $ 234,913.98
Bonus: $ 1,250.00 24 $ 30,000.00
Benefits (Cash
Equivalent): $ 1,315.63 24 $ 31,575.12
--------------
Total: $ 296,489.10
==============
Robert K. Wallace Salary: $ 12,009.46 18 $ 216,170.28
Benefits (Cash
Equivalent): $ 846.21 18 $ 15,231.78
--------------
Total: $ 231,402.06
==============
</table>
(1) As discussed above, on February 21, 2007, Central Jersey Bancorp
entered into a change of control agreement with Thomas J. Garrity.
Inasmuch as this change of control agreement was not in effect at
December 29, 2006, the potential post-employment payments to Mr.
Garrity as of such date have not been included as part of this table.
24
<page>
Director Compensation
Commencing January 1, 2005, Central Jersey Bancorp implemented a policy
of compensating each outside director the amount of $18,000 per annum as a
retainer, the Chairman at a rate of $30,000 per annum as a retainer and the Vice
Chairman at a rate of $22,000 per annum as a retainer. As described more fully
below, this chart summarizes the annual compensation for the Company's
non-employee directors for the year ended December 31, 2006.
<table>
<caption>
DIRECTOR COMPENSATION
---------------------
Change in
Pension Value
and
Nonqualified
Fees Earned Non-Equity Deferred
or Paid in Option Incentive Plan Compensation All Other
Cash Stock Awards Awards Compensation Earnings Compensation Total
Name (1) ($) ($) ($)(2) ($) ($) ($) ($)
- ------------- ----------- ------------ ---------- -------------- ------------- ------------ ---------
<s> <c> <c> <c> <c> <c> <c> <c>
James G. $ 18,000 $ -- $ 19,373 $ -- $ -- $ -- $ 37,373
Aaron
Mark R. $ 18,000 $ -- $ 19,373 $ -- $ -- $ -- $ 37,373
Aikins
Nicholas A. $ 18,000 $ -- $ 19,373 $ -- $ -- $ -- $ 37,373
Alexander
John A. $ 18,000 $ -- $ 19,373 $ -- $ -- $ -- $ 37,373
Brockriede
George S. $ 30,000 $ -- $ 19,373 $ -- $ -- $ 3,018(3) $ 52,391
Callas
Carl F. $ 12,833 $ -- $ 19,373 $ -- $ -- $ 14,205(5) $ 32,206
Chirico (4)
James P. $ 18,000 $ -- $ 19,373 $ -- $ -- $ 4,017(3) $ 41,390
Dugan
M. Claire $ 18,000 $ -- $ 19,373 $ -- $ -- $ 1,692(3) $ 39,065
French
William H. $ 18,000 $ -- $ 19,373 $ -- $ -- $ -- $ 37,373
Jewett
Paul A. $ 18,000 $ -- $ 19,373 $ -- $ -- $ -- $ 37,373
Larson, Jr.
John F. $ 18,000 $ -- $ 19,373 $ -- $ -- $ -- $ 37,373
McCann
Carmen M. $ 18,000 $ -- $ 19,373 $ -- $ -- $ -- $ 37,373
Penta
Mark G. $ 18,000 $ -- $ 19,373 $ -- $ -- $ -- $ 37,373
Solow
</table>
25
<page>
(1) See the Summary Compensation Table above for information regarding
compensation paid to James S. Vaccaro and Robert S. Vuono in connection
with their respective memberships on the Board of Directors.
(2) On February 1, 2006, Central Jersey Bancorp granted under its Equity
Incentive Plan, an aggregate 68,250 SARs to its directors, each with an
exercise price of $10.36. These SARs can only be settled in cash. The
SARs vest over a four year period and expire February 1, 2016. The fair
value of SARs granted was estimated on December 31, 2006 using the
Black-Scholes option pricing model with the following weighted-average
assumptions used: stock price $8.30, dividend yield of 0%; expected
volatility of 41.17%; risk free interest rate of 4.70%; and expected
lives of seven years. These SARS had a fair value of approximately
$3.69 per share at December 31, 2006.
(3) Represents the amount contributed by Central Jersey Bank, N.A. pursuant
to a bank owned life insurance (BOLI) contract.
(4) Prior to his retirement, Mr. Chirico served as Vice Chairman for seven
months during 2006.
(5) Of this amount, $4,179 represents the amount contributed by Central
Jersey Bank, N.A. pursuant to a bank owned life insurance (BOLI)
contract and the remainder represents the value attributed to an
automobile gifted to Mr. Chirico upon his retirement
26
<page>
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
The following table sets forth information as of April 20, 2007, with
respect to the beneficial ownership (as defined in Rule 13d-3 of the Exchange
Act) of Central Jersey Bancorp's Common Stock, which is the only class of
Central Jersey Bancorp capital stock with shares issued and outstanding, by (1)
each director of Central Jersey Bancorp, (2) each of the Named Executive
Officers (as such term is defined in the section captioned "Summary Compensation
Table"), and (3) all directors and officers as a group.
Beneficial Ownership of
Central Jersey Bancorp's
Common Stock
-----------------------
No. of Percent of
Name of Beneficial Owner - Directors and Officers (1) Shares (2) Class
- ----------------------------------------------------- ---------- ----------
James G. Aaron, Esq. (3)(4) ......................... 225,937 2.72%
Mark R. Aikins, Esq. (3)(5) ......................... 108,117 1.30%
Nicholas A. Alexander, C.P.A. (3)(6) ................ 90,202 1.09%
John A. Brockriede (3)(7) ........................... 445,179 5.37%
George S. Callas (3)(8)(9) .......................... 178,196 2.14%
James P. Dugan, Esq. (3)(10) ........................ 97,001 1.17%
M. Claire French (3)(11) ............................ 68,731 0.83%
William H. Jewett (3)(12) ........................... 98,620 1.19%
Paul A. Larson, Jr. (3)(13) ......................... 78,114 0.94%
John F. McCann (3)(14) .............................. 187,589 2.26%
Carmen M. Penta, C.P.A. (3)(15) ..................... 98,877 1.19%
Mark G. Solow (3)(16) ............................... 173,706 2.09%
James S. Vaccaro (3)(17)(18) ........................ 204,986 2.44%
Robert S. Vuono (3)(19)(20) ......................... 103,731 1.24%
27
<page>
Beneficial Ownership of
Central Jersey Bancorp's
Common Stock
-----------------------
No. of Percent of
Name of Beneficial Owner - Directors and Officers (1) Shares (2) Class
- ----------------------------------------------------- ---------- ----------
Anthony Giordano, III (21)(22)....................... 62,849 0.76%
Robert K. Wallace (23)(24) .......................... 57,358 0.69%
Thomas J. Garrity (25)(26) .......................... 15,760 0.19%
Linda J. Brockriede (27)(28)......................... 445,179 5.37%
All Named Executive Officers and
Directors as a Group (17 persons) (4)(5)(6)(7)(9)
(10)(11)(12)(13)(14)(15)(16)(18)(20)(22)(24)(26)..... 2,294,953 25.18%
(1) All directors and officers listed in this table maintain a mailing
address at 627 Second Avenue, Long Branch, New Jersey 07740.
(2) In accordance with Rule 13d-3 of the Exchange Act, a person is deemed
to be the beneficial owner, for purposes of this table, of any shares
of Central Jersey Bancorp's Common Stock if he or she has voting or
investment power with respect to such security. This includes shares
(a) subject to options exercisable within sixty days, and (b)(1) owned
by a spouse, (2) owned by other immediate family members, or (3) held
in trust or held in retirement accounts or funds for the benefit of the
named individuals, over which shares the person named in the table may
possess voting and/or investment power.
(3) Such person currently serves as a director of Central Jersey Bancorp.
(4) Includes 40,144 shares subject to currently exercisable stock options;
24,078 shares held in an Individual Retirement Account with Bear
Stearns for the benefit of Mr. Aaron; and 16,632 shares registered in
the name of Mr. Aaron as trustee for the Trust Under the Will of Leslie
B. Aaron, Mr. Aaron's father. Mr. Aaron disclaims any beneficial
ownership of the shares held in the aforementioned trust. Also includes
39,927 shares registered in the name of ERBA Co., Inc., in which Mr.
Aaron has an ownership interest and serves as vice president. Mr. Aaron
disclaims beneficial ownership of these securities except to the extent
of his ownership interest in ERBA Co., Inc. Also includes 39,904 shares
registered in the name of the Aaron Family Limited Partnership, of
which Mr. Aaron is a partner. Mr. Aaron disclaims beneficial ownership
of these securities except to the extent of his partnership interest in
the Aaron Family Limited Partnership. Also includes 6,967 shares
registered in the name of the David Ritter Trust and 6,967 shares
registered in the name of the Randy Ritter Trust, of which Mr. Aaron is
a trustee. Mr. Aaron disclaims any beneficial ownership of the shares
held in these trusts. Also includes 20,449 shares held in trusts for
the benefit of Mr. Aaron's family members of which Mr. Aaron's
28
<page>
spouse is trustee; 3,049 shares registered in the name of Mr. Aaron's
spouse; and 8,757 shares held in an Individual Retirement Account with
Bear Stearns for the benefit of Mr. Aaron's spouse. Mr. Aaron disclaims
beneficial ownership of the shares held in these trusts, the shares
held by his spouse and the shares held for the benefit of his spouse.
(5) Includes 40,144 shares subject to currently exercisable stock options;
67,314 shares held in a Simplified Employee Pension/Individual
Retirement Account by Merrill Lynch as custodian for the benefit of Mr.
Aikins; and 659 shares held by Mr. Aikins for the benefit of his
children under the Uniform Transfers to Minors Act, as to which shares
he disclaims any beneficial interest.
(6) Includes 40,144 shares subject to currently exercisable stock options;
and 5,556 shares held in an Individual Retirement Account with Smith
Barney for the benefit of Mr. Alexander. Also includes 1,310 shares
held by Mr. Alexander for the benefit of his grandchildren under the
Uniform Transfers to Minors Act. Mr. Alexander disclaims beneficial
ownership of the securities held for the benefit of his grandchildren.
(7) Includes 40,144 shares subject to currently exercisable stock options.
Also includes 26,355 shares held in an Individual Retirement Account
and 4,506 shares held in a Simplified Employee Pension Plan both by
PaineWebber as custodian for the benefit of Mr. Brockriede. Includes
96,847 shares held by CJM Management, L.L.C., of which Mr. Brockriede
is an Administrative Member. Mr. Brockriede disclaims beneficial
ownership of these securities except to the extent of his ownership
interest in CJM Management, L.L.C. Also includes 254,012 shares held
jointly with Mr. Brockriede's spouse and 19,028 shares held in trusts
for the benefit of Mr. Brockriede's family members of which Mr.
Brockriede's spouse is trustee; and 1,917 shares held in an Individual
Retirement Account by PaineWebber for the benefit of Mr. Brockriede's
spouse. Mr. Brockriede disclaims beneficial ownership of the shares
held in these trusts and the shares held by PaineWebber on behalf of
Mr. Brockriede's spouse.
(8) Mr. Callas serves as the Chairman of the Board of Central Jersey
Bancorp.
(9) Includes 68,768 shares subject to currently exercisable stock options
and 6,123 shares held by Mr. Callas' spouse. Mr. Callas disclaims
beneficial ownership of the shares held by his spouse.
(10) Includes 46,576 shares subject to currently exercisable stock options.
(11) Includes 46,576 shares subject to currently exercisable stock options.
(12) Includes 61,062 shares subject to currently exercisable stock options.
(13) Includes 31,491 shares subject to currently exercisable stock options.
Also includes 7,654 shares held jointly with Mr. Larson's spouse.
(14) Includes 40,144 shares subject to currently exercisable stock options;
and 13,885 shares held in an Individual Retirement Account with Charles
Schwab for the benefit of Mr.
29
<page>
McCann. Also includes 15,309 shares held by Mr. McCann's wife, as to
which shares he disclaims any beneficial interest.
(15) Includes 35,944 shares subject to currently exercisable stock options;
7,173 shares held by Mr. Penta's wife; and 138 shares held for the
benefit of Mr. Penta's children. Mr. Penta disclaims beneficial
ownership of the shares held by his wife and for the benefit of his
children.
(16) Includes 40,144 shares subject to currently exercisable stock options.
(17) Mr. Vaccaro is a Named Executive Officer and serves as the President
and Chief Executive Officer of Central Jersey Bancorp.
(18) Includes 137,720 shares subject to currently exercisable stock options;
39,093 shares held by Merrill Lynch Pierce Fenner & Smith as custodian
for the benefit of James S. Vaccaro Simplified Employee Pension; 3,184
shares held pursuant to the 401(k) plan of Central Jersey Bank, N.A.
for the benefit of Mr. Vaccaro; 1,833 shares held by Mr. Vaccaro's son;
and 2,448 shares held by Mr. Vaccaro as custodian for his daughters
under the Uniform Transfers to Minors Act. Mr. Vaccaro disclaims any
beneficial interest to the shares held by him as custodian for his
children.
(19) Mr. Vuono is a Named Executive Officer and serves as the Senior
Executive Vice President, Chief Operating Officer and Secretary of
Central Jersey Bancorp.
(20) Includes 91,869 shares subject to currently exercisable stock options
and 11,862 shares held in an Individual Retirement Account with Bank of
America Investment Services, Inc.
(21) Mr. Giordano is a Named Executive Officer and serves as Executive Vice
President, Chief Financial Officer, Treasurer and Assistant Secretary
of Central Jersey Bancorp.
(22) Includes 50,384 shares subject to currently exercisable stock options;
2,406 shares held by Charles Schwab & Co. in an Individual Retirement
Account for the benefit of Mr. Giordano; 2,500 shares held in a
Simplified Employee Pension by Charles Schwab & Co. for the benefit of
Mr. Giordano's spouse, as to which shares he disclaims any beneficial
interest; 4,838 shares held pursuant to the 401(k) plan of Central
Jersey Bank, N.A. for the benefit of Mr. Giordano; 2,179 shares held by
Charles Schwab & Co. in an Individual Retirement Account for the
benefit of Mr. Giordano's spouse, as to which shares he disclaims any
beneficial interest; and 542 shares held by Mr. Giordano as custodian
for his son under the Uniform Transfers to Minors Act, as to which
shares he disclaims any beneficial interest.
(23) Mr. Wallace is a Named Executive Officer and serves as Executive Vice
President and Senior Commercial Lending Officer of Central Jersey Bank,
N.A.
(24) Includes 39,414 shares subject to currently exercisable stock options
and 12,013 shares held pursuant to the 401(k) plan of Central Jersey
Bank, N.A. for the benefit of Mr. Wallace.
30
<page>
(25) Mr. Garrity is a Named Executive Officer and serves as Executive Vice
President and Commercial Lending Officer of Central Jersey Bank, N.A.
(26) Includes 8,459 shares subject to currently exercisable stock options;
676 shares held in an individual retirement account for the benefit of
Mr. Garrity; and 6,625 shares held pursuant to the 401(k) plan of
Central Jersey Bank, N.A. for the benefit of Mr. Garrity.
(27) John A. Brockriede and Linda J. Brockriede together beneficially own a
total of 445,179 shares of Bancorp's Common Stock which represents
5.37% of Bancorp's outstanding Common Stock.
(28) Includes (i) 254,012 shares held jointly with Mrs. Brockriede's
husband, John A. Brockriede; (ii) 19,028 shares held in trusts for the
benefit of Mrs. Brockriede's family members of which Mrs. Brockriede is
trustee; (iii) 1,917 shares held in an Individual Retirement Account by
PaineWebber for the benefit of Mrs. Brockriede; (iv) 40,144 shares
subject to currently exercisable stock options previously granted to
John A. Brockriede; (v) 26,355 shares held in an Individual Retirement
Account and 4,506 shares held in a Simplified Employee Pension Plan
both by PaineWebber as custodian for the benefit of John A. Brockriede;
and (vi) 96,847 shares held by CJM Management, L.L.C., of which John A.
Brockriede is an Administrative Member. Mrs. Brockriede disclaims
beneficial ownership to all of the aforementioned securities with the
exception of those held jointly with her husband and the securities
held in an Individual Retirement Account for her benefit. Mrs.
Brockriede maintains a mailing address at 450 Broadway, Long Branch,
New Jersey 07740.
Securities Authorized for Issuance under Equity Compensation Plans
At the 2005 Annual Meeting of Shareholders, the shareholders of Central
Jersey Bancorp approved the Equity Incentive Plan. As a result, no additional
option grants will be made under the Central Jersey Bancorp Stock Option Plan
which had been placed into effect on August 1, 2000 (the "Stock Option Plan").
Pursuant to the Equity Incentive Plan, options to purchase up to 840,000 shares
of Central Jersey Bancorp Common Stock may be granted to employees and directors
of Central Jersey Bancorp or Central Jersey Bank, N.A. who are in a position to
make significant contributions to the success of Central Jersey Bancorp or
Central Jersey Bank, N.A. The total number of options that may be issued under
the Equity Incentive Plan has been adjusted to account for the 5% stock
distribution made to the shareholders of Central Jersey Bancorp on July 1, 2006
and the 2 for 1 stock split effected as of June 15, 2005. As of December 31,
2006, options to purchase 1,436,862 shares of Central Jersey Bancorp's Common
Stock were outstanding under the Stock Option Plan, and no options were
outstanding under the Equity Incentive Plan, and 68,250 SARs were outstanding
under the Equity Incentive Plan. These SARs can only be settled in cash. All
outstanding options under the Stock Option Plan have vested.
The number of stock options outstanding under our Stock Option Plan,
the weighted-average exercise price of outstanding options, and the number of
securities remaining available for issuance, as of December 31, 2006, were as
follows:
31
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<table>
<caption>
EQUITY COMPENSATION PLAN TABLE
Number of securities
remaining available for
future issuance under
Number of securities to Weighted-average equity compensation
be issued upon exercise exercise price of plans (excluding
of outstanding options, outstanding options, securities reflected in
warrants and rights (2) warrants and rights column (a)) (3)
Plan category (a) (b) (c)
------------- ----------------------- -------------------- -----------------------
<s> <c> <c> <c>
Equity compensation plans approved
by security holders (1) 1,361,715 (4) $5.25 840,000
Equity compensation plans not -- -- --
approved by security holders
Total 1,361,715 (4) $5.25 840,000
</table>
- ----------------------------------------------
(1) Central Jersey Bancorp currently has no equity compensation plans other
than the Stock Option Plan and the Equity Incentive Plan described
herein. No additional option grants will be made under the Stock Option
Plan.
(2) The shares have been adjusted, as appropriate, to account for the 5%
stock distributions made to the shareholders of Central Jersey Bancorp
on July 1, 2006 and December 31, 2003, 2002, 2001 and 2000,
respectively, the 6 for 5 stock split effected as of July 15, 2004, and
the 2 for 1 stock split effected as of June 15, 2005. The shares have
also been adjusted as appropriate to account for 5% stock distributions
made to the former shareholders of Allaire Community Bank on February
28, 1999, September 29, 2000, May 21, 2001, April 24, 2002, and June 7,
2004, and the 3 for 2 stock split effected as of February 11, 2003.
(3) Represents the total number of shares available pursuant to the Equity
Incentive Plan which has been adjusted to account for the 5% stock
distribution made to the shareholders of Central Jersey Bancorp on July
1, 2006 and the 2 for 1 stock split effected as of June 15, 2005.
(4) As of January 1, 2005, all options issued under the Stock Option Plan
have vested.
Item 13. Certain Relationships and Related Transactions, and Director
Independence
It is anticipated that certain directors of Central Jersey Bancorp, and
the businesses and organizations with which they are associated, may have
banking and non-banking transactions with Central Jersey Bank, N.A. in the
ordinary course of business. Officers, directors and employees of Central Jersey
Bank, N.A. also may have banking transactions with Central Jersey Bank, N.A. The
terms and conditions of any loan or commitment to loan, and of any other
transaction, will be in accordance with applicable laws and on substantially the
same terms as those prevailing at the time for comparable transactions with
other persons or organizations with similar creditworthiness.
Additionally, the Code of Ethics provides that any services performed
by a director (or a business in which a director is a partner, significant
shareholder, director or executive officer) for the benefit of Central Jersey
Bancorp or Central Jersey Bank, N.A., or its customers, is subject to disclosure
to and approval by the Chief Executive Officer of Central Jersey Bank, N.A. and
further subject to disclosure to and approval by the Board of Directors when the
Chief Executive
32
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Officer reasonably believes there is the potential for a material conflict
between the director's interests and the interests of Central Jersey Bancorp
and/or Central Jersey Bank, N.A.
Corporate Governance: Director Independence
Central Jersey Bancorp's Board of Directors is made up of fourteen
directors, twelve of whom qualify as independent directors in accordance with
the rules of NASDAQ and the rules and regulations of the Securities and Exchange
Commission. The following are the twelve independent members of the Board of
Directors: James G. Aaron, Mark R. Aikins, Nicholas A. Alexander, John A.
Brockriede, George S. Callas, James P. Dugan, M. Claire French, William H.
Jewett, Paul A. Larson, Jr., John F. McCann, Carmen M. Penta and Mark G. Solow.
In addition, all directors serving on Central Jersey Bancorp's Audit Committee,
Compensation Committee and Nominating and Corporate Governance Committee qualify
as independent directors in accordance with the rules of NASDAQ and the rules
and regulations of the Securities and Exchange Commission.
In order to alleviate the need for additional conference rooms at the
Long Branch location of Central Jersey Bank, N.A., Central Jersey Bank, N.A.
leases conference, office and storage space at 6 West End Court, Long Branch,
New Jersey. The landlord of the space leased at 6 West End Court is MCB
Associates, L.L.C. The following directors of Central Jersey Bancorp and/or its
bank subsidiary have an interest in MCB Associates, L.L.C.: James G. Aaron,
Esq., Mark R. Aikins, Esq., Nicholas A. Alexander, C.P.A., John A. Brockriede,
John F. McCann, Carmen M. Penta, C.P.A., Mark G. Solow and James S. Vaccaro. The
negotiations with respect to the leased conference, office and storage space at
6 West End Court were conducted at arms-length and the lease amount to be paid
by Central Jersey Bank, N.A. was determined by an independent appraiser to be at
fair market value. Based on the foregoing, the Board of Directors has determined
that such related party transaction does not disqualify James G. Aaron, Esq.,
Nicholas A. Alexander, C.P.A., John A. Brockriede, John F. McCann and/or Mark G.
Solow from qualifying as independent. In 2006 and 2005, Central Jersey Bancorp
paid lease costs of $55,000 in each year in connection with its lease
arrangement with MCB Associates, L.L.C.
In 2006, the lending staff of Central Jersey Bank, N.A., from time to
time, retained the services of the law firm of Ansell, Zaro, Grimm & Aaron,
P.C., of which James G. Aaron, Esq., a director of Central Jersey Bancorp and
its bank subsidiary, is a shareholder. The services performed by Ansell, Zaro,
Grimm & Aaron, P.C. and the fees charged were on substantially the same terms as
those prevailing at the time for comparable services from other law firms. In
accordance with the Code of Ethics, the Chief Executive Officer of Central
Jersey Bancorp and Central Jersey Bank, N.A. and the Board of Directors
determined that such services are not in conflict with the interests of Central
Jersey Bancorp or Central Jersey Bank, N.A. nor do they disqualify Mr. Aaron
from qualifying as an independent director.
Item 14. Principal Accountant Fees and Services
--------------------------------------
Audit Fees
Central Jersey Bancorp paid a total of $234,600 in 2006 and $237,500 in
2005 to KPMG LLP for audit services, which included work related to the annual
audit and quarterly reviews rendered in 2006 and 2005, respectively. It should
be noted that of the fees incurred in 2006,
33
<page>
$154,600 were related to the annual audit and $80,000 were related to compliance
with Section 404 of Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and,
of the fees incurred in 2005, $105,000 were related to the annual audit,
$125,000 were related to compliance with Section 404 of Sarbanes-Oxley Act and
$7,500 were related to services in connection with Central Jersey Bancorp's
Registration Statement on Form S-8.
Audit Related Fees
There were no fees associated with audit related services.
Tax Fees
Central Jersey Bancorp paid a total of $29,000 in 2006 and $20,000 in
2005 to KPMG LLP for income tax consultation, including income tax compliance,
tax advice and tax planning.
All Other Fees
The Audit Committee has considered whether the non-audit services
provided by KPMG LLP, including services rendered in connection with income tax
consultation, were compatible with maintaining its independence and has
determined that the nature and substance of the limited non-audit services did
not impair the status of KPMG LLP as Central Jersey Bancorp's independent
auditors. None of the engagements of KPMG LLP, which were pre-approved by the
Audit Committee, made use of the de minimis exception to pre-approval contained
in the rules of the Securities and Exchange Commission which permit limited
engagements for non-audit services involving amounts under a specified
threshold.
Policy on Pre-Approval of Audit and Permissible Non-Audit Services
The Audit Committee is responsible for appointing, setting compensation
and overseeing the work of the independent registered public accounting firm. In
accordance with its Charter, the Audit Committee approves, in advance, all audit
and permissible non-audit services to be performed by the independent registered
public accounting firm. Such approval process ensures that the independent
registered public accounting firm does not provide any non-audit services to the
Company that are prohibited by law or regulation.
During the year ended December 31, 2006, 100% of the audit related
fees, tax related fees and other fees set forth above were approved by the Audit
Committee.
34
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PART IV
Item 15. Exhibits and Financial Statement Schedules
------------------------------------------
(a) Exhibits
--------
Reference is made to the Index of Exhibits beginning on page E-1
herein.
(b) Financial Statement Schedules:
-----------------------------
Reference is made to the Index of Consolidated Financial Statements on
page F-1 of the Registrant's Annual Report on Form 10-K, which was filed with
the Securities and Exchange Commission on March 15, 2007. No schedules are
included with the consolidated financial statements because the required
information is inapplicable or is presented in the consolidated financial
statements or notes thereto.
35
<page>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
CENTRAL JERSEY BANCORP
Date: July 10, 2007 By: /s/ James S. Vaccaro
-------------------------------------
James S. Vaccaro
President and Chief Executive Officer
36
<page>
INDEX OF EXHIBITS
Exhibit No. Description of Exhibit
- ----------- ----------------------
2.1 Plan of Acquisition of all of the outstanding stock of
Monmouth Community Bank by the Registrant, entered into as
of March 16, 2000 by Monmouth Community Bank and the
Registrant (Incorporated by reference to Exhibit 2.1 to the
Registrant's Registration Statement on Form SB-2
(Registration No. 333-87352), effective July 23, 2002).
2.2 Agreement and Plan of Acquisition, dated as of June 30,
2004, by and between the Registrant and Allaire Community
Bank ("Allaire"): Upon the request of the Securities and
Exchange Commission, the Registrant agrees to furnish a copy
of Exhibit A - Voting Agreement of Allaire Stockholders and
Voting Agreement of the Registrant's Shareholders; Exhibit B
- Allaire Affiliate Agreement, Exhibit C - Opinion of
Giordano, Halleran & Ciesla, P.C., as counsel to the
Registrant, and Exhibit D - Opinion of Frieri Conroy &
Lombardo, LLC, as counsel to Allaire, and the following
Schedules: Schedule 1.10(a) - Composition of the
Registrant's Board of Directors; Schedule 1.10(b) -
Composition of Allaire and Monmouth Community Bank Boards of
Directors; Schedule 1.10(c) - Executive Officers of the
Registrant, Allaire and Monmouth Community Bank; Schedule
3.02(a) - Stock Options (Allaire); Schedule 3.02(b) -
Subsidiaries (Allaire); Schedule 3.08 - Absence of Changes
or Events (Allaire); Schedule 3.09 - Loan Portfolio
(Allaire); Schedule 3.10 - Legal Proceedings (Allaire);
Schedule 3.11 - Tax Information (Allaire); Schedule 3.12(a)
- Employee Benefit Plans (Allaire); Schedule 3.12(b) -
Defined Benefit Plans (Allaire); Schedule 3.12(h) - Payments
or Obligations (Allaire); Schedule 3.12(m) - Grantor or
"Rabbi" Trusts (Allaire); Schedule 3.12(n) - Retirement
Benefits (Allaire); Schedule 3.13(c) - Buildings and
Structures (Allaire); Schedule 3.14(a) - Real Estate
(Allaire); Schedule 3.14(b) - Leases (Allaire); Schedule
3.16(a) - Material Contracts (Allaire); Schedule 3.16(c) -
Certain Other Contracts (Allaire); Schedule 3.16(d) - Effect
on Contracts and Consents (Allaire); Schedule 3.18 -
Registration Obligations (Allaire); Schedule 3.20 -
Insurance (Allaire); Schedule 3.21(b) - Benefit or
Compensation Plans (Allaire); Schedule 3.21(d) - Labor
Relations (Allaire); Schedule 3.22 - Compliance with
Applicable Laws (Allaire); Schedule 3.23 - Transactions with
Management (Allaire); Schedule 3.25 - Deposits (Allaire);
Schedule 4.02(a) - Stock Options (Registrant); Schedule
4.02(b) - Subsidiaries (Registrant); Schedule 4.08 - Absence
of Changes or Events (Registrant); Schedule 4.09 - Loan
Portfolio (Registrant); Schedule 4.10 - Legal Proceedings
(Registrant); Schedule 4.11 - Tax Information (Registrant);
Schedule 4.12(a) - Employee Benefit Plans (Registrant);
Schedule 4.12(b) - Defined Benefit Plans (Registrant);
Schedule 4.12(g) - Payments or Obligations (Registrant);
Schedule 4.12(l) - Grantor or "Rabbi" Trusts (Registrant);
Schedule 4.12(m) - Retirement Benefits (Registrant);
Schedule 4.13(c) - Buildings and Structures; (Registrant)
Schedule 4.14(a) and 4.14(b) - Real Estate and Leases
(Registrant); Schedule 4.16(a) - Material Contracts
E-1
<page>
(Registrant); Schedule 4.16(c) - Certain Other Contracts
(Registrant); Schedule 4.16(d) - Effect on Contracts and
Consents (Registrant); Schedule 4.18 - Registration
Obligations (Registrant); Schedule 4.20 - Insurance
(Registrant); Schedule 4.21(b) - Benefit or Compensation
Plans (Registrant); Schedule 4.21(d) - Labor Relations
(Registrant); Schedule 4.22 - Compliance with Applicable
Laws (Registrant); Schedule 4.23 - Transactions with
Management (Registrant); Schedule 4.25 - Deposits
(Registrant); Schedule 6.18(a) - Notice of Deadlines
(Allaire); and Schedule 6.18(b) - Notice of Deadlines
(Registrant) (Incorporated by reference to Exhibit 2.2 to
the Registrant's Quarterly Report on Form 10-QSB for the
quarter ended June 30, 2004).
3.1 Certificate of Incorporation of the Registrant, as amended
and restated on January 4, 2005 (Incorporated by reference
to Exhibit 3.1 to the Registrant's Annual Report on Form
10-KSB for the year ended December 31, 2004).
3.2 By-laws of the Registrant, as amended and restated on
January 1, 2005 (Incorporated by reference to Exhibit 3.2 to
the Registrant's Annual Report on Form 10-KSB for the year
ended December 31, 2004).
4. Specimen certificate representing the Registrant's common
stock, par value $0.01 per share (Incorporated by reference
to Exhibit 4 to Amendment No. 1 to the Registrant's
Registration Statement on Form SB-2 (Registration No.
333-87352), effective July 23, 2002).
10.1 Registrant's Stock Option Plan (Incorporated by reference to
Exhibit 10.1 to the Registrant's Registration Statement on
Form SB-2 (Registration No. 333-87352), effective July 23,
2002).
10.2 Indenture between Registrant and Wilmington Trust Company,
dated March 25, 2004 (Incorporated by reference to Exhibit
10.10 to the Registrant's Annual Report on Form 10-KSB for
the year ended December 31, 2003).
10.3 Amended and Restated Declaration of Trust of MCBK Capital
Trust I, dated March 25, 2004 (Incorporated by reference to
Exhibit 10.11 to the Registrant's Annual Report on Form
10-KSB for the year ended December 31, 2003).
10.4 Guarantee Agreement by Registrant and Wilmington Trust
Company, dated March 25, 2004 (Incorporated by reference to
Exhibit 12 to the Registrant's Annual Report on Form 10-KSB
for the year ended December 31, 2003).
10.5* Change of Control Agreement, dated as of August 1, 2006,
between the Registrant and Robert S. Vuono (Incorporated by
reference to Exhibit 10.12 to the Registrant's Current
Report on Form 8-K, dated August 1, 2006).
E-2
<page>
10.5.1* Amendment No. 1 to Change of Control Agreement, dated as of
February 21, 2007, between the Registrant and Robert S.
Vuono (Incorporated by reference to Exhibit 10.5.1 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 2006).
10.6* Change of Control Agreement, dated as of January 1, 2005,
between the Registrant and Robert K. Wallace (Incorporated
by reference to Exhibit 10.8 to the Registrant's Annual
Report on Form 10-KSB for the year ended December 31, 2004).
10.7* Severance Agreement, dated as of January 1, 2005, between
the Registrant and Carl F. Chirico (Incorporated by
reference to Exhibit 10.9 to the Registrant's Annual Report
on Form 10-KSB for the year ended December 31, 2004).
10.8* Change of Control Agreement, dated as of August 1, 2006,
between the Registrant and James S. Vaccaro (Incorporated by
reference to Exhibit 10.10 to the Registrant's Current
Report on Form 8-K, dated August 1, 2006).
10.8.1* Amendment No. 1 to Change of Control Agreement, dated as of
February 21, 2007, between the Registrant and James S.
Vaccaro (Incorporated by reference to Exhibit 10.8.1 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 2006).
10.9* Change of Control Agreement, dated as of August 1, 2006,
between the Registrant and Anthony Giordano, III
(Incorporated by reference to Exhibit 10.11 to the
Registrant's Current Report on Form 8-K, dated August 1,
2006).
10.9.1* Amendment No. 1 to Change of Control Agreement, dated as of
February 21, 2007, between the Registrant and Anthony
Giordano, III (Incorporated by reference to Exhibit 10.9.1
to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 2006).
10.10* Change of Control Agreement, dated as of February 21, 2007,
between the Registrant and Thomas J. Garrity (Incorporated
by reference to Exhibit 10.10 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 2006).
10.11* Change of Control Agreement, dated as of February 21, 2007,
between the Registrant and Lisa A. Borghese (Incorporated by
reference to Exhibit 10.11 to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 2006).
10.12 Registrant's 2005 Equity Incentive Plan (Incorporated by
reference to exhibit 10.10 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2005).
E-3
<page>
14.1 Chief Executive and Senior Financial Officer Code of Ethics
(Incorporated by reference to Exhibit 14.1 to the
Registrant's Annual Report on Form 10-KSB for the year ended
December 31, 2003).
21.1 Subsidiaries of the Registrant (Incorporated by reference to
Exhibit 21.1 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 2006).
23.1 Consent of KPMG LLP, as to the Registrant's consolidated
financial statements for the years ended December 31, 2006,
2005 and 2004 (Incorporated by reference to Exhibit 21.1 to
the Registrant's Annual Report on Form 10-K for the year
ended December 31, 2006).
31.1 Section 302 Certification of Chief Executive Officer.
31.2 Section 302 Certification of Chief Financial Officer.
32.1 Certification of Chief Executive Officer pursuant to 18
U.S.C. Section 1350.
32.2 Certification of Chief Financial Officer pursuant to 18
U.S.C. Section 1350.
- ------------------------------------------
*Constitutes a management contract.
E-4