ex10-2.htm


    Exhibit
10.2

    


    AMENDMENT
TO THE DIRECTORS EMERITUS PLAN

    


    THIS AMENDMENT is made by GREATER
COMMUNITY BANCORP and GREATER COMMUNITY BANK, the successor to BERGEN COMMERCIAL
BANK, Corporations organized under the laws of the State of New Jersey
(collectively hereinafter referred to as the “Company”) to the DIRECTORS
EMERITUS PLAN (hereinafter referred to as the “Plan”);

    


    WITNESSETH:

    


    WHEREAS, effective February 1, 1999,
the Company established the Directors Emeritus Plan (“Plan”), providing
directors additional compensation after their retirement or other termination
from the Company; and

    


    WHEREAS, the Company wishes to amend
the Plan to comply with Internal Revenue Code Section 409A and the applicable
federal regulations thereto; and

    


    WHEREAS, the Plan may be amended with
the mutual written consent of the Director and Bergen Commercial
Bank;

    


    NOW, THEREFORE, the Plan is hereby
amended as follows, and each director signing below consents to such
amendments:

    


    FIRST: Section 1.7,
“Change in Control” is hereby amended by deleting it in its entirety and
substituting the following in its place:

    


    “Change in Control” of
the Holding Company or the Bank shall mean any one of the following
events:

     

    (1)         A
change in the ownership of the Holding Company or Bank, which shall occur on the
date that any one person, or more than one person acting as a group, acquires
ownership of stock of the Holding Company or Bank possessing fifty percent (50%)
or more of the total voting power or fair market value of the stock of the
Holding Company or Bank.  However, if any one person or more than one
person acting as a group is considered to own more than fifty percent (50%) of
the total voting power of the stock of the Holding Company or Bank, the
acquisition of additional voting stock by the same person or persons is not
considered to cause a Change in Control.

     

    (2)         A
change in the effective control of the Holding Company or Bank, which shall
occur on the date that any one person, or more than one person acting as a
group, acquires (or has acquired during the twelve (12) month period ending on
the date of the most recent acquisition by such person or persons) ownership of
stock of the Holding Company or Bank possessing thirty percent (30%) or more of
the total voting power of the stock of the Holding

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Company
or Bank.  However, if any one person or more than one person acting as
a group is considered to own more than fifty percent (50%) of the total voting
power of the stock of the Holding Company or Bank, the acquisition of additional
voting stock by the same person or persons is not considered to cause a Change
in Control.

     

    (3)           A
change in the effective control of the Holding Company or Bank, which shall
occur on the date that a majority of the Holding Company’s or the Bank’s Board
of Directors is replaced during any twelve (12) month period by directors whose
appointment or election is not endorsed by a majority of the members of the
Holding Company’s or the Bank’s Board of Directors before the date of the
appointment or election.

     

    (4)           A
change in the ownership of a substantial portion of the Holding Company's or
Bank’s assets, which shall occur on the date that any one person, or more than
one person acting as a group acquires (or has acquired during the twelve (12)
month period ending on the date of the most recent acquisition by such person or
persons) assets from the Holding Company or Bank that have a total gross fair
market value equal to more than forty percent (40%) of the total gross fair
market value of all the assets of the Holding Company or Bank immediately prior
to such acquisition or acquisitions.  For purposes of this subsection,
gross fair market value means the value of the assets of the Holding Company or
Bank, or the value of the assets being disposed of, determined without regard to
any liabilities associated with such assets.

     

    For
purposes of this Section 1.7:

     

    Persons
will not be considered to be acting as a group solely because they purchase or
own stock of the Holding Company or Bank at the same time. However, persons will
be considered to be acting as a group if they are owners of a corporation that
enters into a merger, consolidation, purchase or acquisition of assets, or
similar business transaction with the Holding Company or Bank.

     

    The term
"Change in Control" as defined above shall be construed in accordance with any
guidance, rules or regulations promulgated by the Internal Revenue Service in
construing the rules and regulations applicable to Code Section
409A.

     

    SECOND: Section 3.6
“Disability Benefit” is hereby amended by deleting it in its entirety and
substituting the following in its place:

    


    3.6 Disability
Benefit.

    


    (a) Notwithstanding any other provision
hereof, in the event of a Director’s Disability, the Director shall be entitled
to receive the Disability Benefit hereunder.  Disability means the
inability of the Director to engage in any substantial gainful activity by
reason of a medically determinable physical or mental impairment that can
be


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    expected
to result in death or can be expected to last for a continuous period of not
less than 12 months.  In the event of Disability, the Director shall
begin receiving the Disability Benefit in lieu of any benefit available under
Section 3.3, which is not available prior to the Director’s Emeritus Eligibility
Date.  The Disability Benefit shall equal the Director’s Accrued
Benefit, annuitized (using the Interest Factor) over the Payout
Period.  The Disability Benefit shall be payable in monthly
installments over the Payout Period commencing within 30 days of the date of
disability.  In the event the Director dies while receiving payments
pursuant to this Subsection, but prior to the completion of all payments due and
owing hereunder, the Bank shall pay to the Director’s Beneficiary a continuation
of the monthly installment for the remainder of the Payout Period.

    


    (b) If the Director dies after
incurring a Disability but before the commencement of such payments, the
Director’s Beneficiary shall be entitled to the Director’s Accrued Benefit
annuitized (using the Interest Factor) over the Payout Period.  Such
benefit shall be payable to the Beneficiary in monthly installments over the
Payout Period commencing within thirty (30) days of the Director’s
death.

    


    THIRD: Section 3.4
“Termination of Service Related to a Change in Control” is hereby amended by
adding a new subsection (c) to read as follows:

    


    "A
Director may elect on or before December 31, 2008 to receive his or her benefits
from the Plan in (i) a lump sum or (ii) up to 120 monthly installments (the
"Alternative Form"), commencing on a date in 2009 selected by
Director.  The Alternative Form shall be equal to the annuitized value
(using the Interest Factor) of his Accrued Benefit as of the payment date
selected by Director."

    


    IN WITNESS WHEREOF, the parties hereto
have executed this Amendment as of this 25th day of June, 2008.

    


    


    GREATER
COMMUNITY BANCORP

    


    By: /s/
Anthony M. Bruno

    Anthony
M. Bruno

    Chairman,
President, and CEO

    


    


    


    GREATER
COMMUNITY BANK

    


    By: /s/
Anthony M. Bruno

    Anthony
M. Bruno

    Chairman,
President, and CEO