EXHIBIT 10.3
TO SEC FORM 10-Q OF GREATER COMMUNITY BANCORP
FOR QUARTER ENDED SEPTEMBER 30, 1999
AGREEMENT
This Agreement entered into as of July 1, 1999 ("Effective Date"), by
and between Greater Community Bancorp, a New Jersey business corporation having
its principal place of business at 00 Xxxxx Xxxxxxxxx, Xxxxxx, Xxx Xxxxxx 00000
("GCB"), and Xxxxx X. Xxxxxx, residing at 00 Xxx Xxxxxx, Xxx Xxxxxx, Xxx Xxxxxx
00000 (the "Employee").
WITNESSETH:
WHEREAS, the Employee is on the Effective Date being employed as
Executive Vice President of GCB, and as President and Chief Executive Officer of
GCB's subsidiary company, Greater Community Services ("GCS"); and
WHEREAS, as a material inducement to the Employee to accept the
foregoing positions and the employment by GCB and GCS, this Agreement is being
entered into and relied upon by the Employee;
NOW, THEREFORE, it is agreed as follows:
1. Definitions
a. "Base Compensation" shall mean as of any given
date, the Employee's annual salary as of that date.
b. "Just Cause" as used herein shall exist when there has been
a good faith determination by GCB's Board of Directors that there shall have
occurred one or more of the following events with respect to the Employee: (1)
personal dishonesty; (2) willful commission of an act that causes or that
probably will cause substantial economic damage to GCB or a subsidiary or
substantial injury to their business reputation; (3) willful misconduct; (4)
breach of fiduciary duty involving personal profit; (5) intentional failure to
perform stated duties; (6) willful violation of any law, rule or regulation
(other than traffic violations or similar offenses) or final cease-and desist
order; or (7) material breach of any provision of this Agreement.
Notwithstanding the foregoing, Just Cause shall not be deemed to exist unless
there shall have been delivered to the Employee a copy of a resolution duly
adopted by the affirmative vote of not less than a majority of the entire
membership of the Board of Directors of GCB at a meeting of such Board called
and held for the purpose (after reasonable notice to the Employee and an
opportunity for the Employee to be heard before the Board), finding that in the
good faith opinion of the Board the Employee was guilty of conduct described
above and specifying the particulars thereof. Prior to holding a meeting at
which the Board is to make a final determination whether Just Cause exists, if
the Board of Directors of GCB determines in good faith at a meeting of
Directors, by not less than a majority of its entire membership, that there is
probable cause for it to find that the Employee was guilty of conduct
constituting Just Cause as described above, the Board of Directors may suspend
the Employee from his duties hereunder for a reasonable time not to exceed
fourteen (14) days pending a further meeting at which the Employee shall be
given the opportunity to be heard before the Board. During any such period of
suspension the Board of Directors may also suspend payment of the Employee's
base compensation and no stock options may be exercised.
2. Change in Control.
a. Involuntary Termination After Change in Control.
Notwithstanding any provision herein to the contrary, if, in connection with or
within twelve (12) months after any change in "control" of GCB, the Employee's
employment is terminated by GCB without the Employee's prior written consent and
for a reason other than Just Cause, the Employee shall be paid an amount equal
to two times base annual compensation less that amount of base compensation
actually paid after the change of control unless GCB was placed in
conservatorship or receivership in connection with such change in control and
the Board of Directors of GCB determines in good faith that the change in
control was directed by or otherwise required by the Federal Reserve Board or a
Federal Reserve Bank under delegated authority. In no event, however, may the
aggregate amount payable hereunder equal or exceed the difference between (i)
the product of 2.99 times the Employee's "base amount" as defined in
ss.280G(b)(3) of the Code and regulations promulgated thereunder, and (ii) the
sum of any other parachute payments (as defined under ss.280G(b)(2) of the Code)
that the Employee receives on account of the change in control. Said sum shall
be paid in one lump sum within ten (10) days of such termination. The term
"control," for purposes of determining whether a "change in control" has
occurred for purposes of this Section, shall be deemed to have occurred if any
of the following events shall occur after the effective date of this Agreement:
(1) the acquisition by any person of ownership or power to vote more than
twenty-five percent (25%) of GCB's voting stock; (2) the acquisition by any
person of the control of the election of a majority of GCB's directors; (3) the
exercise of a controlling influence over the management or policies of GCB or by
any person or by persons acting as a group within the meaning of ss.13(d) of the
Securities Exchange Act of 1934; or (4) during any period of two consecutive
years, individuals who at the beginning of such two-year period constitute the
Board of Directors of GCB (the "Company Board") (the "Continuing Directors")
cease for any reason to constitute at least two-thirds (2/3) thereof, provided
that any individual whose election or nomination for election as a member of the
Company Board was approved by a vote of at least two-thirds (2/3) of the
Continuing Directors then in office shall be considered a Continuing Director.
The term "person" as used above means an individual (other than the Employee),
corporation, partnership, trust, association, joint venture, pool, syndicate,
sole proprietorship, unincorporated organization or any other form of entity not
specifically listed herein.
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 within
twelve (12) months following a change in control of GCB, and the Employee shall
thereupon be entitled to receive the payment described in subsection 2.a. of
this Agreement, upon the occurrence of any of the following events, or within
ninety (90) days thereafter, which shall have not been consented to in advance
by the Employee in writing: (1) the requirement that the Employee move his
personal residence; (2) the assignment to the Employee of duties and
responsibilities substantially inconsistent with those normally associated with
his position and/or title at the time such change in control occurs; or (3) a
material reduction in the Employee's responsibilities or authority (including
reporting responsibilities) in connection with his employment with GCB.
c. Dispute Resolution. In the event that any disput
arises between the Employee and GCB as to the terms or interpretation of this
Agreement, each party hereto agrees that such dispute may, at the request of
3. Employment At Will. Subject only to the Employee's rights
under Section 2 hereof, the Employee acknowledges that he is an employee at
will of GCB and GCS.
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4. Amendments. No Amendments or additions to this Agreement
shall be binding unless made in writing and signed by all of the parties
hereto, except as herein otherwise specifically provided.
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5. Applicable Law.
a. State Law. Except to the extent preempted by
Federal law, the laws of the State of New Jersey shall govern this Agreement
in all respects, whether as to its validity, construction, capacity,
performance or otherwise.
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b. Compliance with Law and Regulation.
All provisions of this Agreement are intended to be consistent with and comply
with all laws and regulations enacted or promulgated both before and after
the Effective Date, applicable to GCB and to the extent that any provision
is inconsistent or in non-compliance, such provision shall be deemed void.
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6. Headings. Headings contained herein are for convenience of
reference only and are not intended to affect the meaning of the text of this
Agreement.
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7. Entire Agreement. This Agreement, together with any
modifications thereof as may hereafter be agreed to in writing by the
parties, shall constitute the entire agreement between the parties hereto
with respect to the subject matter hereof.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
ATTEST: GREATER COMMUNITY BANCORP
/s/ Xxxxxxxxx X. Xxxxxxxxxxx By: /s/ Xxxxxx X. Xxxxx
Xxxxxxxxx X. Xxxxxxxxxxx, Xxxxxx X. Xxxxx, President
Assistant Secretary
WITNESS: EMPLOYEE
/s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx
