Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) On November 20, 2012, Peapack-Gladstone Financial Corporation (the "Corporation"), announced that Robert M. Rogers, President and Chief Operating Officer, resigned from his positions and from the Board of Directors of Peapack-Gladstone Bank (the "Bank") and the Corporation, effective December 31, 2012.

Attached hereto as Exhibit 99.1 and incorporated by reference herein is the press release of the Corporation dated November 20, 2012 relating to Mr. Rogers' resignation.

(e) Pursuant to the terms of his Employment Agreement and subject to the receipt from Mr. Rogers of a mutually acceptable general release, the Company has agreed to pay Mr. Rogers severance of $540,000, provide him with automobile and health benefits worth approximately $50,000, and vest 15,878 shares of restricted stock, worth approximately $225,000, which would have vested over the next several years.