Unassociated Document


    EXHIBIT
      10.2

     

    CHANGE
      IN CONTROL, CONFIDENTIALITY

    AND
      NON-COMPETE AGREEMENT

     

    


    This
      Agreement is made as of November
      13, 2007 (the “Effective Date”), between Greater Community Bank (the “Bank”), a
      New Jersey commercial banking corporation, Greater Community Bancorp (“GCB”), a
      New Jersey business corporation (hereinafter collectively referred to as “the
      Company”) and Stephen J. Mauger (the “Executive”).

    


    WHEREAS,
      it is
      anticipated the Executive will be a valued employee of the Company;
      and

    


    WHEREAS,
      the Company
      desires to enter into this Agreement with the Executive to provide the Executive
      with contractual assurances to induce the Executive to remain as an employee
      of
      the Company notwithstanding the possibility, threat or occurrence of a Change
      in
      Control (as defined below) of the Company, provided that the Executive remains
      in the position of Chief Financial Officer at the time of a Change in
      Control;

    


    WHEREAS,
      the Company
      desires to enter into this Agreement with the Executive regarding obligations
      of
      confidentiality and competition during and following employment;

    


    NOW,
      THEREFORE, in
      consideration of the mutual covenants and agreements contained herein and
      Company’s employment of Executive as an at-will employee, the Executive and the
      Company agree as follows:

    


    1.           Duties.  The
      Company hereby employs Executive, on an at-will basis, as Chief Financial
      Officer with all powers and authority as are customary to this position, and
      Executive hereby accepts employment with the Company.  Executive shall
      have such executive responsibilities as is customary with this position and
      as
      the Company's Board of Directors shall from time to time assign to
      him.  Executive agrees to devote his full time (excluding annual
      vacation time), skill, knowledge, and attention to the business of the Company
      and the performance of his duties under this Agreement.

    


    2.           Change-In-Control.

    


    a.           Change-In-Control
      defined.  As used in this Agreement, a “Change in Control”
means:


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (1)           the
      acquisition by any person (other than GCB) of ownership or power to vote more
      than thirty three and one third percent (331⁄3%) of GCB's or the Bank's voting
      stock;

    


    (2)           the
      acquisition by any person (other than GCB) of the control of the election of
      a
      majority of GCB's or the Bank's directors;

    


    (3)           the
      exercise of a controlling influence over the management or policies of GCB
      or
      the Bank by any person (other than GCB) or by persons acting as a group within
      the meaning of §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 (2) 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.

    


    It
      is the
      understanding of the parties that the merger or consolidation of the Bank with
      one or more banking subsidiaries of GCB shall not be considered a “Change in
      Control” for purposes of this Agreement.

    


    b.           “Person”
      defined.  As used in this Agreement, the term “person” means an
      individual (other than the Executive), corporation, partnership, trust,
      association, joint venture, pool, syndicate, sole proprietorship, unincorporated
      organization or any other form of entity not specifically listed
      herein.

    


    c.           “Just
      Cause”.  As used in this Agreement, “Just Cause” shall exist when
      there has been a determination by GCB's or the Bank's Board of Directors in
      its sole discretion that there shall have occurred one or more of the following
      events with respect to the Executive:

    


    (1)           dishonesty
      arising from or relating to Executive’s position;

    


    (2)           commission
      of an act that causes or that probably will cause economic damage to the Company
      or injury to their business reputation arising from or relating to Executive’s
      position;

    


    (3)           misconduct
      arising from or relating to Executive’s position;

    


    (4)           breach
      of fiduciary duty;

    


    
      	
               

            	
              (5)

            	
              failure
                to perform stated duties;

            


    


    
      
         

      

      
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    (6)           violation
      of any law, rule or regulation (other than traffic violations or similar
      offenses) or final cease and desist order; or

    


    (7)           breach
      of any provision of this Agreement.

    


    d.           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 the Company, the Executive’s employment
      under this Agreement is terminated by the Company without the Executive’s prior
      written consent and for a reason other than Just Cause, the Executive shall
      be
      paid an amount equal to one (1) times his base annual salary, less that amount
      of base salary, excluding any bonuses, actually paid after the Change in
      Control, and subject to ordinary tax withholdings, provided Executive executes
      a
      waiver and release agreement regarding employment related claims in a form
      satisfactory to the Company; however, Executive will not receive this payment
      if
      the Company was placed in conservatorship or receivership in connection with
      such Change in Control and the Board of Directors of the Company determines
      in
      good faith that the Change in Control was directed by or otherwise required
      by
      the FDIC.  In no event, may the aggregate amount payable hereunder
      equal or exceed the difference between (i) the product of 2.99 times the
      Executive’s “base amount” as defined in Section 280G(b)(3) of the Code and
      regulations promulgated thereunder, and (ii) the sum of any other parachute
      payments (as defined under Section 280G(b)(2) of the Code) that the Executive
      receives on account of the change in control.  Such amount shall be
      paid in a lump sum, less applicable tax withholdings within ten (10) days of
      the
      effective date of the waiver and release agreement.

     

               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 within twelve (12) months
      following a Change in Control of GCB or the Bank 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.  In the event, Good Reason
      exists and it is not corrected, the Executive shall thereupon be entitled to
      receive the payment described in Paragraph 2(d) of this Agreement once again
      provided that Executive executes waiver and release agreement regarding
      employment related claims in a form satisfactory to the Company; however,
      Executive will not receive this payment if the Company was placed in
      conservatorship or receivership in connection with such Change in Control and
      the Board of Directors of the Company determines in good faith that the Change
      in Control was directed by or otherwise required by the FDIC.  For
      purposes of this Agreement, “Good Reason” shall mean, unless done with the
      consent of the Executive, the assignment of duties materially inconsistent
      with
      the Executive’s position as the Chief Financial Officer; his duties and
      responsibilities immediately prior to the Change in Control; a material
      reduction in the Executive’s base salary as in effect at the time of the Change
      in Control; the Company’s requiring the Executive to be based anywhere other
      than within thirty (30) miles of the Executive’s office location at the time of
      the Change in Control, except for required travel on the Company’s business to
      an extent substantially consistent with the Executive’s business travel
      obligations for his position.


    
      
         

      

      
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    f.           Tax
      Issues.  In the event that the severance benefits payable to the
      Executive under this section or any other payments or benefits received or
      to be
      received by the Executive from the Company (whether payable pursuant to the
      terms of this Agreement, any other plan, agreement or arrangement with the
      Company) or any corporation (“Affiliate”) affiliated with the Company within the
      meaning of Section 1504 of the Internal Revenue Code of 1986, as amended (the
      “Code”), in the advice of tax counsel selected by the Company and reasonably
      acceptable to the Executive, constitute “parachute payments” within the meaning
      of Section 280G(b)(2) of the Code, such severance benefits shall be reduced
      to
      an amount the present value of which (when combined with the present value
      of
      any other payments or benefits otherwise received or to be received by the
      Executive from the Company (or an Affiliate) that are deemed “parachute
      payments”) is equal to $1 less than the total amount permitted under Section
      280(b)(2) without triggering such tax, notwithstanding any other provision
      to
      the contrary in this Agreement.  The severance benefits shall not be
      reduced to the extent that (A) the Executive shall have effectively waived
      his
      receipt or enjoyment of any such payment or benefit which triggered the
      applicability of this section, or (B) in the opinion of tax advisor, the
      severance benefits (in their full amount or as partially reduced, as the case
      may be) plus all other payments or benefits which constitute “parachute
      payments” within the meaning of Section 280G(b)(2) of the Code are reasonable
      compensation for services actually rendered, within the meaning of Section
      280G(b)(4) of the Code, and such payments are deductible by the
      Company.  The Base Amount shall include every type and form of
      compensation includable in the Executive's gross income in respect of his
      employment by the Company (or an Affiliate), except to the extent otherwise
      provided in temporary or final regulations promulgated under Section 280G(b)
      of
      the Code.  For purposes of this section only, a Change in Control
      shall have the meaning of a “change in ownership or control” as set forth in
      Section 280G(b) of the Code and any temporary or final regulations promulgated
      thereunder.  The present value of any non-cash benefit or any deferred
      cash payment shall be determined by the Company's independent auditors in
      accordance with the principles of Sections 280G(b)(3) and (4) of the
      Code.

    


    In
      the
      event that Section 280G, or any successor statute, is repealed, this Section
      shall cease to be effective on the effective date of such repeal.  The
      parties to this Agreement recognize that regulations or interpretations under
      Section 280G of the Code may affect the amounts that may be paid under this
      Agreement and agree that, upon issuance of such regulations or interpretations,
      this Agreement may be deemed modified as in good faith deemed necessary in
      light
      of the provisions of such regulations to achieve the purposes of this Agreement,
      and that consent to such modifications shall not be unreasonably
      withheld.

    


    3.           Confidentiality
      of Information.

    


    a.           As
      used herein, the term “Confidential Information and Materials” refers to all
      information which derives independent economic value from not being generally
      known outside the Company and belongs to, is used by or is in
      the


    
      
         

      

      
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    possession
      of the Company, including without limitation information
      concerning the Company's products, strategic plans, pricing, cost data
      and cost structures, training methods and programs, Executive performance and
      compensation information, computer pass wording, recruiting, know-how, research
      and development, operation or financial status of the Company, the names or
      addresses of any of the Company’s customers, borrowers and depositors, any
      information concerning or obtained from such customers, borrowers and depositors
      and other confidential technical or business information and data and any
      background data that suggest any of the foregoing plans and programs.
      Confidential Information shall not include any information that the Executive
      can demonstrate is in the public domain by means other than disclosure by the
      Executive, but shall include non-public compilations, combinations or analyses
      of otherwise public information.

    


    b.           Executive
      hereby acknowledges that all of the Confidential Information and Materials
      are
      and shall continue to be the exclusive proprietary property of the Company,
      whether or not prepared in whole or in part by the Executive and whether or
      not
      disclosed to or entrusted to the custody of the Executive. Executive further
      acknowledges that all Confidential Information and Materials (to which Executive
      will have access or which Executive will learn during the Executive’s
      employment) will be disclosed to Executive solely by virtue of the Executive’s
      employment with the Company and solely for the purpose of assisting
      Executive in performing the Executive’s duties for the
      Company.  

    


    c.           The
      Company will as part of the employment of Executive make available
      Confidential Information and Materials as defined above, provided that Executive
      agrees that Executive will not, either during the course of the Executive’s
      employment with the Company or for two (2) years thereafter, disclose
      any Confidential Information or Materials of the Company, in whole or in part,
      to any person or entity outside The Company, for any reason or purpose
      whatsoever, unless the Company shall have given its written consent to such
      disclosure. Executive further agrees that the Executive shall not during the
      period set forth above use in any manner other than for and in the course of
      Executive’s furtherance of the Company’s business, any Confidential Information
      or Materials of The Company for Executive’s own purposes or for the benefit of
      any other person or entity except the Company, whether such use consists of
      the
      duplication, removal, oral use or disclosure, or the transfer of any
      Confidential Information or Materials in any manner, or such other unauthorized
      use in whatever manner, unless the Company shall have given its prior written
      consent to such use. The restrictions set forth in this paragraph are in
      addition to and not in lieu of any obligations of Executive provided by law
      with
      respect to the Company’s Confidential Information and Materials, including any
      obligations Executive may owe under statutes governing trade
      secrets.

    


    4.           Non-competition
      and Inventions.


    
      
         

      

      
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    a.           During
      the period of employment of Executive and for a period of one year after
      Executive's termination of employment for any reason, Executive shall not
      directly or indirectly:

    


    (i)           Be
      employed by, engaged in or participate in the ownership, management, operation
      or control of, or act in any advisory or other capacity for, any Competing
      Entity which conducts its business within the Territory (as the terms Competing
      Entity and Territory are hereinafter defined); provided, however, that
      notwithstanding the foregoing, Executive may make solely passive investments
      in
      any Competing Entity the common stock of which is “publicly held” and of which
      Executive shall not own or control, directly or indirectly, in the aggregate
      securities which constitute 5% or more of the voting rights or equity ownership
      thereof;

    


    (ii)           solicit
      or divert any business or any customer from the Company or assist any person,
      firm or corporation in doing so or attempting to do so;

    


    (iii)          cause
      or seek to cause any person, firm or corporation to refrain from dealing or
      doing business with the Company or assist any person, firm or corporation in
      doing so; or

    


    (iv)          solicit
      for employment, or advise or recommend to any other person that they employ
      or
      solicit for employment or retention as an employee or consultant, any person
      who
      is an employee of, or exclusive consultant to, the Company.

    


    For
      purposes of this Section, the term “Competing Entity” shall mean any entity
      which is a bank holding company, bank, savings association or mortgage company,
      or which is presently or hereafter engaged in the business of offering products
      or services competing with those offered by the Company or any of its banking
      subsidiaries in Passaic County and Bergen County, New Jersey.  The
      term “Territory” shall mean Passaic County and Bergen County, New
      Jersey.

    


    b.           Executive
      acknowledges and agrees that the covenants set forth in this Section are founded
      on valuable consideration and are reasonable and necessary in all respects
      for
      the protection of the Company’s legitimate business interests (including without
      limitation the Company’s confidential, proprietary information and trade secrets
      and client good-will, which represents a significant portion of the Company’s
      net worth and in which the Company has a property
      interest).  Executive acknowledges and agrees that, in the event that
      he breaches any of the covenants set forth in this Section, the Company may
      be
      irreparably harmed and may not have an adequate remedy at law; and, therefore,
      in the event of such a breach, the Company shall be entitled to injunctive
      relief, in addition to (and not exclusive of) any other remedies (including
      monetary damages) to which the Company may be entitled under law.  If
      any covenant set forth in this Section is deemed invalid or unenforceable for
      any reason, it is the Parties’ intention that such covenants be equitably
      reformed or modified


    
      
         

      

      
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    to
      the
      extent necessary (and only to such extent to) render it valid and enforceable
      in
      all respects.  In the event that the time period and geographic scope
      referenced above is deemed unreasonable, overbroad, or otherwise invalid, it
      is
      the Parties’ intention that the enforcing court shall reduce or modify the time
      period and/or geographic scope to the extent necessary (and only to such extent
      necessary) to render such covenants reasonable, valid, and enforceable in all
      respects.

    


    c.           The
      Executive hereby sells, transfers and assigns to the Company the entire right,
      title and interest of the Executive in and to all inventions, ideas, disclosures
      and improvements, whether patented or unpatented, and copyrightable materials,
      made or conceived by the Executive, solely or jointly, or in whole or in part,
      during the period Executive is bound by this Agreement which (i) relate to
      methods, apparatus, designs, products, processes or devices sold, leased, used
      or under construction or development by the Company or any subsidiary or (ii)
      otherwise relate to or pertain to the business, functions or operations of
      the
      Company or any subsidiary, or (iii) arise (wholly or partly) from the efforts
      of
      the Executive during the Term hereof in connection with his performance of
      his
      duties hereunder.  The Executive shall communicate promptly and
      disclose to the Company, in such form as the Company requests, all information,
      details and data pertaining to the aforementioned inventions, ideas, disclosures
      and improvements; and, whether during the term hereof or thereafter, the
      Executive shall execute and deliver to the Company such formal transfers and
      assignments and such other papers and documents as may be required of the
      Executive to permit the Company to file and prosecute the patent applications
      and, as to copyrightable material, to obtain copyright thereon.  This
      provision does not relate to any invention for which (i) no equipment, supplies,
      facilities or trade secret information of the Company was used and which was
      developed entirely on the Executive’s own time and which does not relate (A)
      directly to the business of the Company, or (B) to the Company’s actual or
      demonstrably anticipated research or development; or (ii) does not result in
      any
      work performed by the Executive for the Company.

    


    5.           Miscellaneous.

    


    a.           This
      Agreement shall be governed by and construed in accordance with the internal
      laws of the State of New Jersey, without reference to principles of conflict
      of
      laws.  The captions of this Agreement are not part of the provisions
      hereof and shall have no force or effect.  This Agreement may not be
      amended or modified otherwise than by a written agreement executed by the
      parties hereto or their respective successors and legal
      representatives.

    


    b.           All
      notices and other communications hereunder shall be in writing and shall be
      given by hand delivery to the other party or by registered or certified mail,
      return receipt requested, postage prepaid, addressed as follows:

    


    If
      to the Executive, to his address
      appearing on the records of the Company.

    


    If
      to the Company:


    
      
         

      

      
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    Greater
      Community Bank

    55
      Union Blvd.

    Totowa,
      New
      Jersey  07511

    


    or
      to
      such other address as either party shall have furnished to the other in writing
      in accordance herewith.  Notice and communications shall be effective
      when actually received by the addressee.

    


    c.           The
      invalidity or unenforceability of any provision of this Agreement shall not
      affect the validity or enforceability of any other provision of this
      Agreement.

    


    d.           The
      Company may withhold from any amounts payable under this Agreement such federal,
      state, local or foreign taxes as shall be required to be withheld pursuant
      to
      any applicable law or regulation.

    


    e.           The
      Executive's or the Company's failure to insist upon strict compliance with
      any
      provisions hereof or any other provision of this Agreement or the failure to
      assert any right the Executive or the Company may have hereunder, including,
      without limitation, the right of the Executive to terminate employment for
      cause
      pursuant to this Agreement, shall not be deemed to be a waiver of such provision
      or right or any other provision or right of this Agreement.

    


    f.           The
      Executive and the Company acknowledge that the employment of the Executive
      by
      the Company is “at will” and the Executive's employment may be terminated by the
      Company or Executive at any time for any reason, in which case the Executive
      shall have no further rights under this Agreement but his obligations under
      it
      shall continue.

    


    g.           This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original, but all of which together shall constitute one and
      the
      same instrument.

    


    h.           If
      the Company sells, leases, exchanges or otherwise disposes of, in a single
      transaction or series of related transactions, all or substantially all of
      its
      property and assets, or if the Company ceases to exist as a separate entity
      as a
      result of a merger or otherwise, then the Company will, as a condition precedent
      to any such transaction, cause effective provision to be made so that the person
      or entity acquiring such property and assets or succeeding to the business
      of
      the Company as the surviving entity of a merger or otherwise, as applicable,
      becomes bound by, and replaces the Company under, this Agreement.

    


    6.           Injunctive
      Relief.  Executive acknowledges and agrees that irreparable injury
      will result to the Company in the event Executive breaches any covenant
      contained in this Agreement and that the remedy at law for such breach will
      be
      inadequate.  Therefore, if Executive engages in any act in violation
      of the provisions of this Agreement, the Company shall be entitled, in addition
      to such other remedies and


    
      
         

      

      
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    damages
      as may be available to it by law or under this Agreement, to injunctive or
      other
      equitable relief to enforce the provisions hereof.

    


    7.           Waiver.  In
      exchange for the eligibility to receive the benefits provided in this Agreement,
      Executive hereby waives any and all claims Executive may have or assert against
      the Company and/or its employees, affiliates, directors and agents (the
“Released Parties”), whether known or unknown, asserted or unasserted, arising
      out of your employment with the Company and based on any fact or circumstance
      existing as of the effective date of this Agreement, including (without
      limitation) all claims against any Released Party based on any express or
      implied contract, any state or federal Constitutional provision, any government
      regulations, any tort, any common law of any state, and any waivable right
      or
      benefit provided by any federal, state, or local discrimination or employment
      law or statute (including the Age Discrimination in Employment Act, Title VII
      of
      the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family
      and Medical Leave Act, the New Jersey Law Against Discrimination, the New Jersey
      Family Leave Act, and the New Jersey Conscientious Employee Protection
      Act).  Executive is hereby advised to consult with an attorney before
      signing this document.  Executive has up to twenty-one (21) days from
      the date Executive received this document to consider this offer.  If
      Executive chooses to sign the Agreement, Executive will have an additional
      seven
      (7) days following the date of Executive’s signature to revoke the Agreement and
      the Agreement shall not become effective or enforceable until the revocation
      period has expired.  Any revocation must be in writing and must be
      received by the Bank within the seven (7) day revocation period.

    



    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
      first above written.

    


    
      	 	
              GREATER
                COMMUNITY BANK

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                Anthony M. Bruno, Jr.

            
	 	 	
              Anthony
                M. Bruno, Jr.

            
	 	 	
              Chairman,
                President and

            
	 	 	
              Chief
                Executive Officer

            
	 	 	 
	 	 	 
	 	
              EXECUTIVE

            
	 	 	 
	 	 	 
	 	 	
              /s/
                Stephen J. Mauger

            
	 	 	
              Stephen
                J. Mauger

            
	 	 	
              Senior
                Vice President, Treasurer

            
	 	 	
              and
                Chief Financial Officer

            


    

     

     

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