PEAPACK GLADSTONE FINANCIAL CORP
<DOCUMENT>
<TYPE>EX-10.F4
<SEQUENCE>11
<FILENAME>ex10-f4.txt
<TEXT>

                                                                  Exhibit 10 F 4

                     PEAPACK-GLADSTONE EMPLOYMENT AGREEMENT
                              OF ARTHUR BIRMINGHAM

                  This  EMPLOYMENT  AGREEMENT  is as of January 1, 2008,  by and
between  Peapack-Gladstone  Financial Corporation ("PGFC") and Peapack-Gladstone
Bank (the "Bank") (PGFC and the Bank are collectively  referred to herein as the
"Company"), and EXECUTIVE ARTHUR BIRMINGHAM ("Executive"), whose home address is
14 Apgar Avenue, Gladstone, NJ 07934.

                                   WITNESSETH:

                  WHEREAS,  the Company desires to employ Executive  pursuant to
an agreement  embodying  the terms of such  employment  (this  "Agreement")  and
Executive  desires to enter into this  Agreement and to accept such  employment,
subject to the terms and provisions of this Agreement; and

                  NOW,  THEREFORE,  in  consideration  of the  mutual  covenants
contained herein, the parties agree as follows:

                  Section 1. Term of Employment.

                  (a) The term of  Executive's  employment  under this Agreement
shall commence on January 1, 2008 (the "Effective Date") and end on December 31,
2009  (the  "Original  Term  of  Employment"),   unless  terminated  earlier  in
accordance herewith.

                  (b) The Original  Term of  Employment  shall be  automatically
renewed  for  successive  one-year  terms (the  "Renewal  Terms") so long as the
Company  does not,  prior to 60 days  before  such  expiration  date,  deliver a
notification of non-renewal to Executive stating that the Company is electing to
terminate  this  Agreement  at  the  expiration  of the  then  current  Term  of
Employment.  "Term of Employment" shall mean the Original Term of Employment and
all Renewal Terms.  In the event that this Agreement is not renewed  because the
Company has given the 60-day notice prescribed in the preceding  paragraph on or
before the  expiration  of the Original  Term of Employment or any Renewal Term,
such non-renewal  shall be treated as a "Termination  Without Cause" pursuant to
Section 5.

                  Section 2. Position and Duties. During the Term of Employment,
the Executive  shall serve as the "EXECUTIVE  VICE PRESIDENT AND CHIEF FINANCIAL
OFFICER" of the Company.  The Executive shall have such powers and duties as are
commensurate with such position and as may be conferred upon him by the Board of
Directors  of the Company  (the  "Board").  During the Term of  Employment,  the
Executive  shall  devote  all of his/her  business  time,  attention,  skill and
efforts  exclusively  to the  business  and  affairs  of  the  Company  and  its
subsidiaries.  Notwithstanding  the  foregoing,  the  Executive  may  engage  in
charitable,  educational,  religious,  civic and  similar  types of  activities,
speaking   engagements,   membership   on  the  board  of   directors  of  other
organizations,  and similar activities to the extent that such activities do not
inhibit

<PAGE>

the performance of his/her duties hereunder or conflict in any material way with
the business of the Company and its subsidiaries.

                  Section 3.  Compensation.  For all  services  rendered  by the
Executive  in any capacity  required  hereunder  during the Term of  Employment,
including,  without limitation,  services as an executive officer,  director, or
member of any committee of the Company or any of its subsidiaries, the Executive
shall be compensated as follows:

                  (a) The Company  shall pay the  Executive a fixed  salary at a
rate per annum equal to  $185,000("Base  Salary").  Base Salary shall be payable
bi-weekly.

                  (b) The  Executive  shall be  eligible to receive a bonus with
respect to the Term of  Employment.  The amount,  terms and  conditions  of such
bonus shall be determined in due course by the Board.

                  (c) The Executive  shall be entitled to five weeks of vacation
in each calendar year during the Term of Employment.  The Executive shall not be
entitled  to  carryover  vacation  from one year to another or to any payment in
respect of any unused vacation.

                  (d) The  Executive  shall be  entitled to  participate  in all
compensation and employee benefit plans for which any salaried  employees of the
Company are eligible.  Notwithstanding the foregoing,  nothing in this Agreement
shall  preclude  the  amendment  or  termination  of any such  plan or  program.
Executive  will not be entitled to  severance  under any  severance  plan of the
Company other than pursuant to this Agreement.

                  Section  4.  Business  Expenses.  The  Company  shall  pay  or
reimburse  the  Executive  for all  reasonable  entertainment,  travel  or other
expenses incurred by the Executive in connection with the performance of his/her
duties  under  this  Agreement,  subject  to  the  Executive's  presentation  of
appropriate  documentation in accordance with such procedures as the Company may
from time to time establish.

                  Section 5. Termination of Employment.

                  (a) The Company shall have the right, upon delivery of written
notice to the Executive, to terminate the Executive's employment hereunder prior
to the expiration of the Term of Employment:

                      (i) pursuant to a Termination for Cause, or

                      (ii)  upon the Executive's Permanent Disability, or

                      (iii) pursuant to a Termination Without Cause.

                  (b) The  Executive  shall have the  right,  upon  delivery  of
written  notice to the  Company 30 days in advance of the  proposed  termination
date, to terminate the Executive's  employment hereunder prior to the expiration
of the Term of Employment in the Executive's sole discretion.

                  (c)  The  Executive's  employment  hereunder  shall  terminate
automatically without action by any party hereto upon the Executive's death.

<PAGE>

                  (d) For purposes of this  Agreement,  the following terms have
the following meanings:

                        "Termination  for  Cause"  means  a  termination  of the
            Executive's  employment by the Company because the Executive has (a)
            materially failed to perform the duties assigned to him hereunder or
            imposed  upon him by  applicable  law,  and such  failure to perform
            constitutes  self-dealing,  willful misconduct or recklessness,  (b)
            committed an act of dishonesty in the  performance of his/her duties
            hereunder  or  engaged  in  conduct  materially  detrimental  to the
            business  of the  Company,  (c)  been  convicted  of a  felony  or a
            misdemeanor  involving  moral  turpitude,  (d) materially  failed to
            perform  his/her  duties  hereunder,  which  breach or  failure  the
            Executive  shall fail to remedy within 30 days after written  demand
            from the Company,  (e) knowingly  failed to follow  lawful,  written
            directives of the Board,  or (f) engaged in any material  employment
            act or  practice,  including  but not limited to sexual  harassment,
            forbidden  by the Company in its  employment  manual as revised from
            time to time.

                        "Termination  Without  Cause" means a termination of the
            Executive's  employment  by the Company  other than due to Permanent
            Disability,  retirement or expiration of the Term of Employment  and
            other than a Termination for Cause.

                        "Permanent  Disability" means permanently disabled so as
            to  qualify  for full  benefits  under the  Company's  then-existing
            disability  insurance  policy.  If the Company does not maintain any
            such policy on the date of termination, "Permanent Disability" shall
            mean the  inability  of the  Executive  to work for a period of four
            full calendar  months during any eight  consecutive  calendar months
            due to illness or injury of a physical or mental  nature,  supported
            by  the  completion  by the  Executive's  attending  physician  of a
            medical certification form outlining the disability and treatment.

                  Section 6. Benefits Upon Termination.

                  (a) In lieu of any severance  that may otherwise be payable to
the Executive  pursuant to any policies of the Company,  whether existing on the
date  hereof or in effect  from time to time  hereafter,  in the event  that the
Company terminates the Executive's  employment pursuant to a Termination Without
Cause,  the  Company  shall  continue to pay the  Executive's  Base Salary for a
period (the "Severance  Period") equal two years from the effective date of such
termination.  The Executive also shall be entitled to any earned but unpaid Base
Salary as of the effective date of termination of employment.  No other payments
shall be made, or benefits provided,  by the Company under this Agreement except
as otherwise required by law or the Company's benefit plans.

                  (b) In the event that the Company  terminates the  Executive's
employment  pursuant  to a  Permanent  Disability,  the  Company  shall  pay the
Executive  any earned but unpaid  Base Salary as of the date of  termination  of
employment.  No other  payments  shall be made,  or  benefits  provided,  by the
Company  under  this  Agreement  except  as  otherwise  required  by  law or the
Company's benefit plans.

<PAGE>

                  (c) In the event that the Company  terminates the  Executive's
employment  pursuant  to a  Termination  for Cause or the  Executive  terminates
his/her  employment  with  the  Company  for  any  reason  (including,   without
limitation, pursuant to any retirement), the Company shall pay the Executive any
earned but unpaid Base Salary as of the date of termination  of  employment.  No
other  payments shall be made, or benefits  provided,  by the Company under this
Agreement or  otherwise  except to the extent  required by law or the  Company's
benefit plans.

                  (d) In the event that the Executive's  employment hereunder is
terminated due to the Executive's  death,  the Company shall pay the Executive's
executor or other legal  representative  (the  "Representative")  any earned but
unpaid  Base  Salary  as of the  date of  termination  of  employment.  No other
payments shall be made, or benefits provided,  by the Company whether under this
Agreement or  otherwise  except to the extent  required by law or the  Company's
benefit plans.

                  (e) Any  payments to be made or benefits to be provided by the
Company  pursuant to this Section 6 (other than in the event of the  Executive's
death or Permanent  Disability)  are subject to the receipt by the Company of an
effective  general  release  and  agreement  not to sue,  in form and  substance
reasonably  satisfactory  to the Company (the  "Release")  pursuant to which the
Executive  agrees (i) to release  all claims  against  the  Company  and certain
related parties  (excluding claims for (x)  indemnification  under the Company's
Certificate of  Incorporation  or by-laws or (y) any severance  benefits arising
out of this  Agreement or  otherwise),  (ii) not to maintain  any action,  suit,
claim or proceeding  against the Company,  its  subsidiaries  and affiliates and
certain related parties,  and (iii) to be bound by certain  confidentiality  and
mutual  non-disparagement  covenants specified therein.  Notwithstanding the due
date of any post-employment  payment, the Company shall not be obligated to make
any payments  under this Section 6 until after the  expiration of any revocation
period applicable to the Release.

                  (f) The  Executive  shall  not be  required  to  mitigate  the
severance  payments to be made to him  hereunder  and if the  Executive  obtains
other employment while receiving  severance payments hereunder he shall continue
to be entitled to the benefits of this Agreement.

                  (g)  Notwithstanding  anything  else herein to the contrary in
this  Section  5 or  otherwise,  distributions  to be made to  Executive  may be
delayed  for up to 6  months  in  order to avoid  adverse  tax  implications  to
Executive,  the Company or other similarly situated employees under Section 409A
of the Internal Revenue Code of 1986 (the "Code").  At the end of such period of
delay,  you will be paid the delayed  payment  amounts,  plus  interest  for the
period of any such delay. For purposes of the preceding sentence, interest shall
be calculated  using the six (6) month  Treasury Bill rate in effect on the date
on which the payment is delayed, and shall be compounded daily.

                  Section 7.  Confidential  Information.  The  Executive and the
Company agree that all information pertaining to the affairs, business, clients,
or customers of the Company or any of its  subsidiaries,  other than information
that the  Company  has  previously  made  publicly  available,  is  confidential
information  belonging to the Company and is a unique and valuable  asset of the
Company. Both during the Term of Employment hereof and thereafter, the Executive
shall not,  except to the extent  reasonably  necessary  in the  performance  of
his/her  duties for the  Company  during the Term of  Employment,  disclose  any
information concerning the affairs, businesses,

<PAGE>

clients,  or  customers of the Company or its  subsidiaries,  or make use of any
such  information  for  his/her  own  purposes  or for the  benefit of any other
person, firm, or corporation.  All records,  memoranda,  letters, books, papers,
reports,  or other data, and other records and documents relating to the Company
or its  subsidiaries,  whether made by the  Executive  or otherwise  coming into
his/her possession,  shall remain the property of the Company, no copies thereof
shall be made which are not retained by the Company,  and the Executive  agrees,
on  termination  of his/her  employment not to retain any copies and deliver all
such confidential information in his/her possession to the Company.

                  Section 8. Non-Compete; Non-Solicitation.

                  (a) During the period (the "Restricted  Period") commencing on
the termination of his/her employment for any reason  whatsoever,  except in the
event of Change in Control,  during the Term of  Employment  and ending one year
thereafter,  the Executive  shall not,  without express prior written consent of
the Company, directly or indirectly, own or hold any proprietary interest in, or
be employed by or receive remuneration from, any corporation,  partnership, sole
proprietorship  or  other  entity   (collectively,   an  "entity")  "engaged  in
competition"  (as defined below) with the Company or any of its  subsidiaries (a
"Competitor"). For purposes of the preceding sentence, (i) the term "proprietary
interest" means direct or indirect  ownership of an equity interest in an entity
other  than  ownership  of  less  than  2  percent  of  any  class  stock  in  a
publicly-held  entity,  and (ii) an entity shall be considered to be "engaged in
competition"  if such entity is, or is a holding  company for or a subsidiary of
an entity  which is engaged in the  business  of (A)  providing  banking,  trust
services,  asset management  advice, or similar financial services to consumers,
businesses individuals or other entities, and (B) the entity, holding company or
subsidiary  maintains any physical  offices for the transaction of such business
located within 50 miles of the main office of the Company.

                  (b) During the Restricted Period, and for a period of one year
thereafter,  the Executive shall not, either directly or indirectly, for himself
or on behalf of or in conjunction with any other person,  company,  partnership,
corporation or business of whatever  nature,  (i) call upon any person or entity
which  is or has  been  within  24  months  prior  to the  termination  or other
cessation of Executive's employment for any reason, a customer of the Company or
any  subsidiary  (each a  "Customer")  for the  direct or  indirect  purpose  of
soliciting or selling deposit, loan or trust products or services or (ii) induce
any Customer to curtail,  cancel, not renew, or not continue their business with
the Company or any subsidiary.

                  (c) During the Restricted Period, and for a period of one year
thereafter,  the Executive shall not,  without the express prior written consent
of the Company, directly or indirectly, (i) solicit or assist any third party in
soliciting  for  employment  any person  employed  by the  Company or any of its
subsidiaries  at the  time  of the  termination  of the  Executive's  employment
(collectively, "Employees"), (ii) employ, attempt to employ or materially assist
any third party in  employing or  attempting  to employ any  Employee,  or (iii)
otherwise  act on behalf of any  Competitor to interfere  with the  relationship
between the Company or any of its subsidiaries and their respective Employees.

                  (d) The Executive acknowledges that the restrictions contained
in this  Section 8 are  reasonable  and  necessary  to  protect  the  legitimate
interests of the Company and that any breach by the  Executive of any  provision
contained in this Section 8 will result in irreparable injury to the

<PAGE>

Company  for  which a  remedy  at law  would  be  inadequate.  Accordingly,  the
Executive  acknowledges  that  the  Company  shall  be  entitled  to  temporary,
preliminary and permanent  injunctive  relief against the Executive in the event
of any breach or threatened  breach by the  Executive of the  provisions of this
Section 8, in addition to any other  remedy that may be available to the Company
whether at law or in equity.  With  respect to any  provision  of this Section 8
finally  determined by a court of competent  jurisdiction  to be  unenforceable,
such court shall be authorized to reform this Agreement or any provision  hereof
so that  it is  enforceable  to the  maximum  extent  permitted  by law.  If the
covenants of Section 8 are determined to be wholly or partially unenforceable in
any  jurisdiction,  such  determination  shall  not be a bar  to or in  any  way
diminish the Company's right to enforce such covenants in any other jurisdiction
and shall not bar or limit the enforceability of any other provisions.

                  (e)  The  provisions  of this  Section  8  shall  survive  the
termination  of the  Executive's  employment  with the  Company  for any  reason
whatsoever so long as the  termination  of employment  occurs during the Term of
Employment. If there is no termination of Executive's employment during the Term
of  Employment,  the  provisions  of this  Section 8 shall  expire  and be of no
further force and effect after the Term of Employment.  The Company shall not be
required to post any bond or other security in connection with any proceeding to
enforce the provisions of this Section 8.

                  Section  9.   Withholdings.   The  Company  may   directly  or
indirectly  withhold  from any payments  made under this  Agreement all Federal,
State,  City or other  taxes  and all  other  deductions  as  shall be  required
pursuant to any law or regulation or pursuant to any  contributory  benefit plan
maintained by or on behalf of the Company.

                  Section 10. Notices. All notices,  requests, demands and other
communications  required or  permitted  hereunder  shall be given in writing and
shall be deemed to have been duly given if delivered or mailed, postage prepaid,
by same day or overnight mail (i) if to the Executive,  at the address set forth
above, or (ii) if to the Company, as follows:

                  The Board Of Directors
                  Peapack-Gladstone Bank
                  158 Route 206 North
                  Gladstone, NJ 07934

or to such other  address as either  party shall have  previously  specified  in
writing to the other.

                  Section 11.  Binding  Agreement;  Assignment.  This  Agreement
shall be binding upon and shall inure to the benefit of, the  Executive  and the
Company and its successors and permitted assigns.  This Agreement is personal to
the  Executive and may not be assigned by him. The Company may assign its rights
and  obligations  under  this  Agreement  in  connection  with a sale  of all or
substantially  all of the  business of PGFC or the Bank.  Any  successor  to the
Company by merger or  consolidation  shall be entitled  to the  benefits of this
Agreement.

                  Section 12.  Governing Law. This  Agreement  shall be governed
by, and  construed in  accordance  with,  the internal  laws of the State of New
Jersey, without reference to the choice of law principles thereof.

<PAGE>

                  Section 13.  Dispute  Resolution.  At the option of either the
Company or the Executive,  any dispute,  controversy or question  arising under,
out of or relating to this Agreement,  the Executive's employment or termination
of  employment,  including  but not  limited  to any and  all  statutory  claims
involving workplace  discrimination or wrongful discharge,  but excluding claims
pursuant  to  Sections  7 or  8  hereof,  shall  be  referred  for  decision  by
arbitration in the State of New Jersey by a neutral arbitrator mutually selected
by the parties hereto. Any arbitration proceeding shall be governed by the Rules
of the American  Arbitration  Association  then in effect or such last in effect
(in the event such  Association is no longer in  existence).  If the parties are
unable to agree upon such a neutral arbitrator within 21 days after either party
has given the  other  written  notice  of the  desire  to  submit  the  dispute,
controversy  or question for decision as aforesaid,  then either party may apply
to the American Arbitration Association for a final and binding appointment of a
neutral  arbitrator;  however,  if such  Association is not then in existence or
does not act in the matter within 45 days of any such application,  either party
may apply to a judge of the local court where the Bank is  headquartered  for an
appointment of a neutral arbitrator to hear the parties and such judge is hereby
authorized to make such  appointment.  In the event that either party  exercises
the right to submit a dispute,  controversy  or question  arising  hereunder  to
arbitration,  the decision of the neutral arbitrator shall be final,  conclusive
and binding on all interested persons and no action at law or in equity shall be
instituted or, if instituted,  further  prosecuted by either party other than to
enforce the award of the neutral arbitrator. The award of the neutral arbitrator
may be entered in any court that has jurisdiction. The Executive and the Company
shall each bear all their own costs  (including  the fees and  disbursements  of
counsel)  incurred in connection  with any such  arbitration  and shall each pay
one-half of the costs of any arbitrator.

                  Section 14. Entire Agreement.  This Agreement shall constitute
the entire  agreement  among the parties  with  respect to the  matters  covered
hereby and shall supersede all previous written, oral or implied  understandings
among them with respect to such matters.

                  Section 15. Amendments.  This Agreement may only be amended or
otherwise modified, and compliance with any provision hereof may only be waived,
by a writing  executed  by all of the parties  hereto.  The  provisions  of this
Section 15 may only be amended or otherwise modified by such a writing.

                  Section   16.   Effect   on    Change-in-Control    Agreement.
Notwithstanding  anything  else  to  the  contrary  in  this  Agreement,  if the
Change-in-Control  Agreement between the Company and the Executive,  dated as of
January 1, 2008 becomes effective due to a Change-in-Control  of the Company (as
defined  therein),  while the Executive  remains  employed by the Company,  this
Agreement,  including,  without  limitation,  Sections 7 and 8 hereof,  shall no
longer be  effective  in any respect but  instead the  relationship  between the
Executive and the Company shall be governed by the Change-in-Control  Agreement.
If the Executive is terminated prior to a Change-in-Control of the Company, then
Sections 7 and 8 hereof shall survive any Change-in-Control.

<PAGE>

                  Section 17.  Counterparts.  This  Agreement may be executed in
any number of counterparts, each of which shall be deemed to be an original, and
all of which shall together be deemed to constitute one and the same instrument.

IN WITNESS  WHEREOF,  PGFC and the Bank have  caused this  Agreement  to be duly
executed by the undersigned,  thereunto duly  authorized,  and the Executive has
signed this Agreement, all as of the date first written above.

ATTEST:                               PEAPACK-GLADSTONE
                                       FINANCIAL CORPORATION

/s/ Antoinette Rosell                 By: /s/ Frank A. Kissel
Antoinette Rosell, Secretary          Frank A. Kissel, Chairman

ATTEST:                               PEAPACK-GLADSTONE BANK

/s/ Antoinette Rosell                 By: /s/ Frank A. Kissel
Antoinette Rosell, Secretary          Frank A. Kissel, Chairman

/s/ Bridget J. Walsh                  By: /s/ Arthur F. Birmingham
</TEXT>
</DOCUMENT>
