AMENDMENT TO EMPLOYMENT AGREEMENT OF ANTHONY M. BRUNO, JR.
Exhibit
10.9
AMENDMENT
TO EMPLOYMENT AGREEMENT
OF
XXXXXXX X. XXXXX, XX.
THIS AMENDMENT is made as of June 25,
2008 (the “Effective Date”) by and among GREATER COMMUNITY BANK, a New
Jersey commercial banking corporation having its principal place of business at
00 Xxxxx Xxxxxxxxx, Xxxxxx, Xxx Xxxxxx 00000 (the “Bank”), GREATER COMMUNITY BANCORP, a
New Jersey business corporation having its principal place of business at 00
Xxxxx Xxxxxxxxx, Xxxxxx, Xxx Xxxxxx 00000 (“GCB”), and XXXXXXX X. XXXXX, XX. (the
“Employee”).
RECITALS:
WHEREAS, the parties hereto entered
into an agreement dated as of March 2, 2005 entitled “Employment Agreement of
Xxxxxxx X. Xxxxx, Xx.,” as previously amended on August 15, 2006, and as further
amended on December 20, 2006 (the “Agreement”); and
WHEREAS, the parties desire to amend
the Agreement in order to comply with Internal Revenue Code Section 409A and the
applicable federal regulations thereto; and
WHEREAS, GCB has entered into an
agreement and plan of merger with Valley National Bancorp ("Valley") dated March
19, 2008 pursuant to which GCB will merge into Valley (the "Merger");
and
WHEREAS, GCB and Valley wish to provide
a payment and certain benefits to Employee upon the Merger in satisfaction of
Bank's obligations under the Agreement.
NOW, THEREFORE, it is agreed as
follows:
1.
Section 11.b of the Agreement is amended and restated in its
entirety to read as follows:
(b) Voluntary Termination After
Change in Control. Notwithstanding any other provision of this
Agreement to the contrary, the Employee may voluntarily terminate his employment
under this Agreement by December 31 of the year in which a change in control of
GCB or the Bank occurs, and Employee shall thereupon be entitled to receive the
payment described in Paragraph 11.a of this Agreement.
2.
The following new section 11.c is added the
Agreement:
It is intended that (A) each payment or
installment of payments provided under this Section 11 is a separate “payment”
for purposes of Code Section 409A and (B) that the payments satisfy, to the
greatest extent possible, the exemptions from the application
of Code
Section 409A, including those provided under Treasury Regulations 1.409A-1(b)(4)
(regarding short-term deferrals) and 1.409A-1(b)(9)(iii) (regarding the
two-times, two year exception).
3. Upon
the merger of GCB into Valley, GCB shall pay Employee a lump sum payment of
$1,250,000. In addition, Valley, at its cost, shall provide Employee
with the benefits described in Section 5(d) and 5(e) of the Agreement until one
year after the consummation of the Merger; provided that such benefits shall not
be required to the extent that Valley provides the same or similar benefits to
Employee pursuant to Employee's employment by Valley following the
Merger.
4. Upon
satisfaction of the obligations to Employee pursuant to Section 3
above, the parties shall have no further obligations to each
other under the Agreement.
IN WITNESS WHEREOF the Parties
have executed this Amendment as of the Effective Date.
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ATTEST:
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GREATER
COMMUNITY BANK
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/s/ Xxxxxxxx
Xxxxxxx
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By:
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/s/ Xxxxxxx X.
Xxxxxx
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Xxxxxxxx
Xxxxxxx
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Xxxxxxx
X. Xxxxxx
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Senior
Vice President, Treasurer
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and
Chief Financial Officer
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ATTEST:
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/s/ Xxxxxxxx
Xxxxxxx
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By:
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/s/ Xxxxxxx X.
Xxxxxx
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Xxxxxxxx
Xxxxxxx
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Xxxxxxx
X. Xxxxxx
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Senior
Vice President, Treasurer
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and
Chief Financial Officer
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WITNESS:
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EMPLOYEE
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/s/ Xxxxxxxx
Xxxxxxx
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/s/ Xxxxxxx X. Xxxxx,
Xx.
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Xxxxxxxx
Xxxxxxx
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Xxxxxxx
X. Xxxxx, Xx.
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