ex10-8.htm


    Exhibit
10.8

    


    AMENDMENT
NO. 2 TO CHANGE IN CONTROL, CONFIDENTIALITY, AND NON-COMPETE
AGREEMENT

    


    This Amendment is made as of June 25,
2008 (the “Effective Date”) between Stephen J. Mauger (“Executive”), Greater
Community Bank (the “Bank”), a New Jersey banking corporation, and Greater
Community Bancorp (“GCB”), a New Jersey business corporation (hereinafter
collectively referred to as “the Company”).

    


    RECITALS

    


    WHEREAS, Executive and the Company are
parties to a Change in Control, Confidentiality, and Non-Compete Agreement (the
“Agreement”) dated November 13, 2007, as amended on May 7, 2008;
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;

    


    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 to Employee upon the Merger in satisfaction of Bank's obligations
under the Agreement.

    


    NOW, THEREFORE, it is agreed as
follows:

    


    1.           The
first sentence of Section 2(e) of the Agreement is replaced with the following
sentence:

    


    (e)           Voluntary Termination After
Change in Control.  Notwithstanding any other provision of this
Agreement to the contrary, the Executive 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 if “Good Reason” for such termination exists
that is not corrected within 30 days following written notice thereof to the
Company by the Executive, such notice to state with specificity the basis upon
which Good Reason exists and to be provided to the Company within 30 days from
the date of the change that constitutes Good Reason.

    


    2.           The
following new paragraph is added to the end of Section 2(e) of the
Agreement:

    


    It is intended that (A) each payment or
installment of payments provided under this Section 2 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
$210,000.

    


    4.           Upon
payment of the amount pursuant to Section 3 above and the stay-on bonus provided
in Section 2.g. of the amended Agreement, GCB and Valley shall have no further
obligations to Employee under the Agreement.

    


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

    
 

    
      	
              EXECUTIVE

            	 
      	
              GREATER
      COMMUNITY BANCORP

            
	 
      	 
      	 
      	 
      
	
              /s/ Stephen J.
      Mauger

            	 
      	
              By:

            	
              /s/ Anthony M.
      Bruno

            
	
              Stephen
      J. Mauger

            	 
      	 
      	
              Anthony
      M. Bruno

            
	
              Senior
      Vice President,

            	 
      	 
      	
              Chairman,
      President, and

            
	
              Treasurer
      and Chief Financial

            	 
      	 
      	
              Chief
      Executive Officer

            
	
              Officer

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              GREATER
      COMMUNITY BANK

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	
              /s/ Anthony M.
      Bruno

            
	 
      	 
      	 
      	
              Anthony
      M. Bruno

            
	 
      	 
      	 
      	
              Chairman,
      President, and

            
	 
      	 
      	 
      	
              Chief
      Executive Officer