ex10-1.htm


    Exhibit
10.1

    


    AMENDMENT
TO THE DIRECTORS EMERITUS PLAN

    


    THIS AMENDMENT is made by GREATER
COMMUNITY BANCORP and GREATER COMMUNITY BANK, the successor to GREAT FALLS 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 the Company;

    


    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