ex10-10.htm


    Exhibit
10.10

    


    AMENDMENT
TO EMPLOYMENT AGREEMENT

    


    This Amendment is made as of June 25,
2008 (the “Effective Date”) between Mary Smith (“Executive”) and Greater
Community Bank, a New Jersey corporation (“GCB”).

    


    RECITALS

    


    WHEREAS, Executive and GCB are parties
to an Employment Agreement dated January 1, 2005, as amended on August 7, 2007,
and as further amended on February 14, 2008 (the “Agreement”); and

    


    WHEREAS, pursuant to the Agreement,
Executive currently serves as the President and Chief Executive Officer of
Highland Capital Corporation, a New Jersey corporation (“HCC”), reporting to the
President of GCB; 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;

    


    NOW THEREFORE, the parties
intending to be legally bound, agree as follows:

    


    1.        
    Section 7(b) of the Agreement is replaced in its
entirety with the following:

    


    (b)           Involuntary.  In
the event the Executive’s employment is terminated by the Company for any reason
exclusive of Cause (as hereinafter defined), Executive shall receive twice her
annual base salary, payable at the time of termination.

    


    2.     
       Section 7(c) of the Agreement is
replaced in its entirety with the following:

    


    (c)           Notwithstanding
all preceding paragraph(s) of this Agreement, in the event Company transfers its
controlling interest in HCC to any other person, or, the controlling interest of
Company is transferred to any other person(s), Executive shall have within
seventy (70) days of such transfer of the applicable controlling interest the
exclusive option to terminate employment and receive compensation and benefits
in accordance with the terms and conditions of this
Agreement.  Severance shall be selected at the exclusive option of
Executive in the amount of either: (1) two times Executive’s annual salary at
the time Executive exercises her exclusive option to terminate employment with
the Company; or (2) 6.42% of HCC’s adjusted sale price as defined in “Schedule
B,” payable within seventy-four (74) days after the sale, provided that any
payment under this option must be paid within the same calendar year as the year
in which the termination occurred.  This Agreement shall remain
binding on Executive, HCC, the Company and their representative affiliates,
purchasers, successors and/or assigns.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.      
      No Further
Amendment.  Except as expressly provided in this Amendment, the
terms and conditions of the Agreement are and remain in full force and
effect.

    


    IN WITNESS WHEREOF the Parties
have executed this Amendment as of the Effective Date.

    


    


    
      	
              EXECUTIVE

            	
              GREATER
      COMMUNITY BANK

            
	 
      	 
      	 
      
	
              /s/ Mary
      Smith

            	
              By:

            	
              /s/ Anthony M.
      Bruno

            
	
              Mary
      Smith

            	 
      	
              Anthony
      M. Bruno

            
	 
      	 
      	
              Chairman,
      President, and CEO