Exhibit (10) N


 


SEPARATION AGREEMENT AND GENERAL RELEASE


Dated 11/19/2012


 


PEAPACK-GLADSTONE BANK ADVISES
YOU TO CONSULT AN


ATTORNEY BEFORE YOU SIGN THIS DOCUMENT


 


This "Separation Agreement and General
Release" (hereinafter "Release") between ROBERT M. ROGERS (hereinafter "you" or "your"")
and in favor of Peapack-Gladstone Financial Corporation and Peapack-Gladstone Bank(hereinafter collectively "the Bank"),
for the purpose of amicably and fully resolving any and all claims, disputes and issues arising out of your employment at the Bank
and the termination of that employment.


As the Bank is willing to offer you the
benefits described below in exchange for a full and complete release of all claims arising out of your employment with the Bank;
and


As you have agreed to provide this Release
to the Bank in return for these benefits;


Therefore, in consideration of the mutual
covenants and promises hereinafter provided and of the actions to be taken pursuant thereto, you agree as follows:


1.             (a) You hereby accept the
sums and benefits set forth in Paragraph 1(b). Except as provided in Paragraphs 1(b),1(c) and 5 below, you will not be entitled
to any other compensation or benefits from the Bank.


(b) Effective as of December 31,
2012 (the “Termination Date”), you are resigning as an employee of the Bank, and will similarly resign from your positions
as President and Chief Operating Officer of the Bank, as a member of the Board of Directors of the Bank, and from all other offices,
directorships, trusteeships, committee memberships and fiduciary and other capacities held with, or on behalf of, the Bank. .You
will be paid at the rate of your current annual salary of $270,000, payable in accordance with the Bank’s normal payroll
practices, subject to normal employee deductions through December 31, 2012. Through the Termination Date, you will make yourself
reasonably available at mutually acceptable times to continue to work on client matters at the Bank’s reasonable request.
You are covered by the Bank’s trading blackout policy until the close of business on the Termination Date.


(c) The Bank will make payments to
you described below, minus all deductions required by law. These payments consist of:


		(i)	You shall be paid a total of $540,000 in severance, representing two (2) years of your current base salary of $270,000, as
follows.  Per your election under Section 6(g) of your Employment Agreement with the Bank, dated January 1, 2008, you will
be paid severance pay equal to six months ($135,000) of your current annual base salary of $270,000 on July 1, 2013, together with
interest on said sum calculated using the six (6) month Treasury Bill rate as of the date on which the payment is delayed (December
31, 2012), compounded daily.  Thereafter, the remaining balance ($405,000) will be paid over the subsequent eighteen months
in accordance with the Bank’s normal payroll practices.




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		(ii)	unused vacation time, equal to a sum of $10,385, in accordance with New Jersey law, payable on the Termination Date.



		(iii)	on the Termination Date, title to the 2007 Audi S6 used by you for business purposes and owned by the Bank, valued at $34,968.



		(iv)	On the termination Date, the Bank will vest all available restricted shares, 15,878 granted to you under the Peapack Gladstone
Financial Corporation stock plans.



		(v)	commencing January 1, 2013 reimbursement of all COBRA medical premiums you pay for one year, until December 31, 2013.



2.             In exchange for the sums
and benefits set forth above, you agree to release the Bank, and its current and former officers, directors, agents, employees,
successors and assigns (hereinafter collectively "the Released Parties") from all claims, demands, actions, and liabilities,
whether known or unknown (except as expressly set forth in Paragraph 5 below), you may have against them or any one
of them in any way related to your employment at the Bank and/or the termination of that employment. By way of example, the types
of claims that are covered under this Release include but are not limited to:


(a) all wrongful discharge claims,
constructive discharge claims, claims relating to any contracts of employment, expressed or implied, any covenants of good faith
and fair dealing, expressed or implied, and any personal wrongs or injuries;


(b) any claims that could be brought
pursuant to Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000 1 et seq., the Age Discrimination in Employment Act,
29 U.S.C. § 621 et seq., the Americans with Disabilities Act, 42 U.S.C. § 12101 et seq., the Employee Retirement Income
Security Act, 29 U.S.C. § 1131 et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq. the New Jersey Law
Against Discrimination, N.J.S.A. § 10:5 1 et seq., the Conscientious Employee Protection Act, N.J.S.A. § 34:19 1 et seq.,
the New Jersey Civil Rights Act, N.J.S.A. 10:6-1, et seq., and the Family Leave Act, N.J.S.A. § 34:1113 1 et seq. (all as
may have been amended); and


(c) any claims that could be brought
under any other federal, state, county or municipal statute or ordinance dealing with discrimination in employment on the basis
of sex, race, national origin, religion, disability, age, marital status, affectional or sexual orientation or other reason.


3.             (a) You agree that you will
never sue or otherwise institute a claim seeking any personal recovery or personal injunctive relief against the Released Parties
or any one of them for anything which has happened up to now, whether such claim is presently known or unknown by
you, in any way related to your employment at the Bank and/or the termination of that employment.


(b) Nothing contained in this paragraph
shall prohibit you from (i) bringing in any action to enforce the terms of this Agreement and Release; (ii) filing a timely charge
with the Equal Employment Opportunity Commission (EEOC) regarding the validity of this Agreement and Release; and (iii) filing
a timely charge or complaint with the EEOC or participating in any investigation or proceeding conducted by the EEOC regarding
any claim of employment discrimination ( although you have waived any right to personal recovery or personal injunctive relief
in connection with any such charge or complaint.)



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4.             You acknowledge that by
entering into this Release, the Bank does not admit, expressly or implicitly, that it has engaged in any wrongdoing whatsoever.


5.             This Release does not include
any claims you may have with respect to any medical, prescription, dental, retirement and savings benefits provided by plans maintained
by the Bank to which you may be entitled, with respect to any payments due you under this Release, or with respect to any rights
you may have under any applicable worker's compensation laws.


This release also does not include your
rights to indemnification as a director, officer or employee of the Bank. You shall continue to have the right to be indemnified
to the fullest extent permitted by the corporate documents of the Bank in effect as of the Termination Date or, if greater, under
applicable law, as well as to the fullest extent permitted pursuant to applicable director and officer insurance policies of the
Bank, as in effect from time to time.


6.             You agree that you have
executed this Release on your own behalf and also on behalf of any heirs, agents, representatives, successors and assigns that
you may have now or in the future.


7.             You acknowledge and agree
that the benefits provided herein exceed any amount to which you would otherwise be presently entitled under the Bank's policies,
procedures and benefit programs and/or under any applicable law without providing this Release, and constitute valuable consideration
for this Release.


8.             (a) You hereby acknowledge
that the Bank maintains certain proprietary and confidential information that has great value in its business (hereinafter "Confidential
Information") and that Confidential Information includes, but is not limited to, (i) any and all information (in any medium,
including but not limited to, written documents and electronic files) concerning unpublished financial data, marketing and sales
data, compensation data, employee lists, customer lists, product cost or pricing information, contracts, formulas, trade secrets,
inventions, discoveries, improvements, data, know how, formats, marketing plans, business plans, strategies, forecasts, supplier
and vendor identities and (ii) information provided to the Bank in confidence by the Bank's customers and others with whom the
Bank does business.


(b) You agree that at all times hereafter
you (i) will hold in trust and keep in confidence any all Confidential Information in your possession or to which you have had
access and (ii) will not without the prior express written authorization of the Bank directly or indirectly use for any purpose,
publish, disseminate, or disclose to any person, corporation, firm, or other entity any Confidential Information.


(c) You agree to reasonably cooperate
with the Bank as may be reasonably required, in connection with any past, present or future legal matter involving the Bank


(c) You further acknowledge and represent
that you have returned to the Bank all Confidential Information (including copies), all other documents, and all tangible property
of the Bank, including, but not limited to, keys, credit cards, cell phones, computers and other electronic equipment.



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9.             You agree that you will
not make any statements, orally or in writing, that disparage the reputation or good will of the Released Parties or any one of
them.


10.           You agree to keep both
the existence and the terms of this Release completely confidential, except that you may discuss this Release with your attorney,
accountant or other tax professional and your spouse.


11.           You acknowledge that the
Bank has advised you and that you are aware of the following:


(a) you have the right to and should
consult with an attorney prior to signing this Release;


(b) you have 21 calendar days to
decide whether to sign this Release; and


(c) if you sign this Release, you
have up to 7 calendar days to revoke it, and the Release will not become effective until this 7 calendar day period has expired.


12.           If you sign this Release
and wish to revoke it, within 7 days after you sign it you must deliver or mail a written notice of revocation (form attached)
to Bridget J. Walsh, Senior Vice President, Peapack-Gladstone Bank, 500 Hills Drive, Bedminster, NJ 07921. The revocation must
be:


(a) delivered within the 7 calendar
day period; and


(b) properly addressed to Bridget
J. Walsh at the above address.


If Bridget J. Walsh does not receive
a written notice of revocation in accordance with the foregoing terms, you will not be able to rescind this Release.


13.           You agree that this Release
contains the entire agreement of the parties and that this Release cannot be amended, modified, or supplemented in any respect
except by the written agreement of both parties. You also acknowledge and agree that you remain subject to the obligations that
apply under the terms of your Employment Agreement with the Bank dated as of January 1, 2008 (the “Employment Agreement”),
and that all payments described hereunder are in full satisfaction of the Bank’s obligations under the Employment Agreement.
Notwithstanding the preceding sentence, in exchange for your agreeing to the terms of this Release, the Bank will release you from
the Non-Compete provisions that would otherwise apply to you under Section 8(a) of your Employment Agreement (but the remainder
of Section 8 will remain in full force and effect).


14.           You agree that if any term
or provision of this Release or the application thereof to any alleged claim, party or circumstances shall to any extent be determined
to be invalid, void, or unenforceable, the remaining provisions and any application thereof shall nevertheless continue in full
force and effect without being impaired or invalidated in any way. The parties further agree to replace any such void or unenforceable
provision of this Release with a valid and enforceable provision that will achieve, to the extent possible, the economic, business
or other purposes of the void or unenforceable provision.


15.           You acknowledge that you
have read this Release in its entirety, understand fully the meaning and significance of all its terms, have had an opportunity
to discuss said terms with an attorney, and you hereby voluntarily and knowingly agree to accept all of its terms. You further
acknowledge that you have not relied on any representations, promises, or agreements of any kind made to you in connection with
your decision to sign this Release except for the agreements set forth in the Release.



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16.           You agree that this Release
shall be governed by the laws of the State of New Jersey without giving effect to any conflicts of law principles. You also agree
that the state and federal courts in the State of New Jersey will have exclusive jurisdiction and venue over the subject matter
hereof. The payments and benefits provided under this Release are intended to be exempt from or comply with Section 409A of the
Internal Revenue Code of 1986, as amended, and the regulations and other guidance promulgated thereunder and, accordingly, this
Release will be administered and interpreted to be consistent with such intent, although the Bank does not provide assurance or
a guarantee of such compliance. 


 


	DATE:    December 13, 2012 	                   	   /s/
Robert M. Rogers            
	 	 	ROBERT M. ROGERS


 


STATE OF      New Jersey            


COUNTY OF        Warren            


On this    13    day of December 2012
    Robert M. Rogers         personally came before me and acknowledged under oath, to my satisfaction, that this person (a) is named
in and personally signed this document; and (b) signed, sealed and delivered this document as his/her voluntary act and deed.


	 	/s/ Sari I. Powers	 
	 	     NOTARY PUBLIC	 
	 	 	 
	 	 	 
	 	/s/ Bridget J. Walsh	 
	 	BRIDGET J. WALSH, SVP	 


 








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