Unassociated Document


    


    


     

    EXHIBIT
      10.1

     

     

    NON-COMPETE
      AGREEMENT

     

    This
      NONCOMPETE AGREEMENT (this
“Agreement”) dated this 13th day of November 2007, and effective as of the
      Effective Date (as defined below) of the Merger (as defined below), is being
      entered into by and among Oritani Financial Corp., a federally-chartered
      mid-tier holding company  (the “Company”), Oritani Savings Bank, a New
      Jersey chartered savings bank and wholly-owned subsidiary of the company
(the“Bank”), and Anthony M. Bruno, Jr.
      (“AMB”).

     

     

    RECITALS

     

    


    1.  As
      of the date of this Agreement, AMB is the President and Chief Executive Officer
      of Greater Community Bancorp, Inc. (“GCB”) and Greater Community Bank (“GC
      Bank”), whose principal offices are in Totowa, New Jersey.  GCB has
      entered into an Agreement and Plan of Merger by and between the Company and
      GCB,
      dated November 13, 2007 (the “Merger Agreement”), pursuant to which GCB will
      merge with and into the Company and GC Bank will merge with and into the Bank
      (collectively, the “Merger”).

     

    2.  Simultaneous
      with the execution of the Merger Agreement, AMB has agreed to enter into this
      Agreement to refrain from competing with the Company and/or the Bank for a
      period of twelve (12) months.

     

    In
      consideration of the mutual promises, covenants, terms and conditions contained
      in this Agreement, the parties agree as follows:

     

     

    AGREEMENT

     

    


    1.           Definitions. As
      used herein, the following terms shall have the meanings set forth
      below:

    


    “Bank”
      means Oritani Savings Bank.

    


    “Code” means
      the Internal Revenue Code of 1986, as amended from time to time.

     

    “Company”
      means Oritani Financial Corp., a federally-charted holding company of the
      Bank.

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    “Effective
      Date” shall mean the date on which all transactions contemplated by the Merger,
      including the Merger, have been completed and all necessary regulatory approvals
      of the Merger have been obtained.

    


    “Merger” means
      the merger of GCB into the Company and the merger of GC Bank into the
      Bank.

    


    “Noncompete
      Period” has the meaning set forth in Section 3 hereof.

    


    “Notice” has
      the meaning set forth in Section 5.7 hereof.

    


    “Subsidiary” means
      an entity in which the Bank or the Company directly or indirectly (i) owns
      a majority of the common stock or equity; or (ii) has the power to vote or
      direct the voting of sufficient securities to elect a majority of the
      directors.

    


    2.           Payment.
      In consideration of the commitments and covenants made herein by AMB, the Bank
      agrees to pay to AMB a monthly payment of $35,416.67 (which shall be considered
      non-employee compensation, from which no taxes shall be withheld, and which
      shall be reported on IRS Form 1099; AMB shall be responsible for paying all
      taxes due on account of the payments hereunder), in advance, for each month
      during the twelve month Noncompete Period, for an aggregate payment of
      $425,000.04.

     

    3.           Noncompetition
      and
      Nonsolicitation.   (a)  For
      a period of twelve months following the Effective Date (the “Noncompete
      Period”), AMB 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 (such as
      a
      director or trustee) for, any Competing Entity (as hereinafter defined) that
      is
      headquartered or that has offices in the Territory (as hereinafter defined);
      provided, however, that notwithstanding the foregoing, AMB may make solely
      passive investments in any Competing Entity the common stock of which is
“publicly held” and of which AMB 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 actively or knowingly divert any business of any Customer (as hereinafter
      defined) from the Company or the Bank or assist any person, firm or corporation
      in doing so or attempting to do so;

     

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

     

    (iv)            assist
      or advise any person, firm or corporation in connection with any commercial
      or
      commercial real estate loan to any person, firm or business

    


    
      
        
           

        

        
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    (or
      involving any guarantor) located or residing, or secured by property located,
      within the Territory;

     

    (v)            solicit
      deposits from any person, firm or corporation residing or located in the
      Territory; or

     

    (vi)            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 consultant to the Bank or the Company,

     

    For
      purposes of this Section, the term “Competing Entity” shall mean any entity
      which is a savings bank, savings bank holding company, savings and loan
      association, savings and loan holding company, credit union, bank or bank
      holding company,  or any mortgage or loan broker.  The term
“Territory” shall mean Passaic County, Bergen County, Hudson County or Morris
      County, New Jersey.  The term “Customer” shall mean any person or
      entity AMB knows or should know (after reasonable inquiry) is an existing
      customer of the Company or the Bank.

    


    (b)  Notwithstanding
      the
      foregoing limit in paragraph (a), AMB may engage, as an owner, partner,
      principal, employee, agent, or consultant, in the following activities, but
      not
      for, or in conjunction or coordination with, a Competing Entity that is
      headquartered or that has offices in the Territory:  insurance and
      securities brokerage and advisory business; portfolio management; estate
      planning; accounting, tax and auditing advisory services; provided that AMB
      in
      connection therewith does not solicit or assist in the solicitation of any
      Customer or attempt to do so, except solely with respect to providing tax and
      auditing advisory services which may be provided without
      limitation.

    


    4.           
        Confidential Information and
      Cooperation.

     

    4.1.           As
      used herein, the term “Confidential Information and Materials” refers to all
      information regarding GCB, GC Bank, the Bank or the Company, or any of their
      affiliates (collectively, the “Company Related Entities”), AMB obtained in
      connection with his position as President and Chief Executive Officer of GCB
      and
      GC Bank and in connection with the merger of GC Bank into the Bank and the
      merger of GC Bank into the Bank, not generally known outside the Company Related
      Entities and which belongs to, is used by or is in the possession of the Company
      Related Entities, including without limitation information concerning the
      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 AMB can demonstrate is in the public domain by means other
      than


     

    


    
      
        
           

        

        
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    disclosure
      by AMB, but shall include non-public compilations, combinations or
      analyses of otherwise public information.

     

    4.2           AMB
      hereby acknowledges that all of the Confidential Information and Materials
      are
      and shall continue to be the exclusive proprietary property of the Company
      or
      the Bank, whether or not prepared in whole or in part by AMB and whether or
      not
      disclosed to or entrusted to the custody of AMB.  Notwithstanding the
      foregoing, AMB shall be permitted to retain his Rolodex, contacts list, and
      calendar.

     

    4.3           AMB
      agrees that AMB will not, for one (1) year following the Effective Date,
      disclose any Confidential Information or Materials of the Company, in whole
      or
      in part, to any person or entity outside the Company or the Bank, for any reason
      or purpose whatsoever, unless the Company shall have given its written consent
      to such disclosure. The restrictions set forth in this paragraph are in addition
      to and not in lieu of any obligations of AMB provided by law with respect to
      the
      Company’s Confidential Information and Materials, including any obligations AMB
      may owe under statutes governing trade secrets.

     

    4.4           During
      the sixty (60) day period immediately following the Effective Date, AMB shall,
      upon reasonable notice, furnish such information and assistance to the Company
      or the Bank as may reasonably be requested by the Company or the Bank in
      connection with the transition of his former duties and responsibilities as
      President and Chief Executive Officer of GCB and GCB Bank and the merger of
      GCB
      into the Company and GC Bank into the Bank.  Such assistance shall be
      limited to reasonable inquiries and shall not involve the performance of any
      services or attendance at any meetings unless mutually agreed to by the
      parties.

     

    5.         
          Miscellaneous.

     

    5.1.           Governing
      Law.  This Agreement shall be governed by and construed
      in accordance with the laws of the State of New Jersey.

     

    5.2.           Entire
      Agreement; Amendments.  This Agreement contains the
      entire understanding of the parties with respect to AMB refraining to provide
      services and the non-disclosure of Confidential Information.  There
      are no restrictions, agreements, promises, warranties, covenants or undertakings
      between the parties with respect to the subject matter hereof other than those
      expressly set forth herein.  This Agreement shall supersede any
      existing oral or written agreement between AMB and the Bank and/or the Company
      regarding AMB refraining from providing services. This Agreement may not be
      altered, modified, or amended except by a written instrument signed by the
      parties hereto.

     

    5.3.           No
      Waiver. The failure of a party to insist upon
      strict adherence to any term of this Agreement on any occasion shall not be
      considered a waiver of such party’s rights or deprive such party of the right
      thereafter to insist upon strict adherence to that term or any other term of
      this Agreement.

     

    


    
      
        
           

        

        
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    5.4.           Assignment.This
      Agreement shall not be assignable by law or otherwise without the prior written
      consent of the other party thereto; provide, however, that this Agreement may
      be
      assigned by the Bank or the Company by operation of law by reason of a merger
      or
      similar transaction.

     

    5.5           Successors;
      Binding Agreement.  This Agreement shall inure to the
      benefit of and be binding upon personal or legal representatives, executors,
      administrators, successors, heirs, distributees, devisees and legatees of AMB
      and successors and assigns of the Bank.  Other than the Bank and AMB,
      and, subject to Section 5.5 hereof, their respective successors and
      assigns, there are no intended beneficiaries of this Agreement.

     

    5.6           Relationship
      of the Parties.  AMB shall not be considered as having an
      employee status vis-à-vis the Bank or the Company, or by virtue of this
      Agreement shall not be entitled to participate in any plans, arrangements or
      distributions of the Bank or the Company pertaining to or in connection with
      any
      pension, bonus, welfare benefits, or similar benefits for employees of the
      Bank.

     

    5.7.           Notice. 
      (a)   Each notice or other
      communication to the Bank under this Agreement shall be directed as follows
      or
      to such other address as the Bank may have furnished to AMB in writing in
      accordance herewith:

     

    Kevin
      J. Lynch

    President
      and Chief Executive
      Officer

    Oritani
      Financial Corp.

    370
      Pascack Street

    Township
      of Washington, New
      Jersey  07676

    Facsimile
      No:             (201)
      497-1208

    


    (b)           Each
      notice or other communication to AMB under this Agreement shall be directed
      to
      AMB’s home address on file with the Bank or to such other address as AMB may
      have furnished to the Bank in writing in accordance herewith.

    


    (c)           Each
      notice or other communication under this Agreement shall be deemed given and
      shall be effective: (i) if given by prepaid overnight courier, upon receipt;
      (ii) if given by United States mail, postage prepaid, upon the earlier of actual
      receipt or five (5) business days after deposit with the United States postal
      service, and (iii) if given by email or facsimile, upon successful
      transmission during business hours as evidenced by a read receipt or a
      telecopier-generated written confirmation.

    


    5.8           Disputes.  In
      the event payment(s) due to AMB under this Agreement are not timely made, and
      it
      is determined that AMB is entitled to such payments, then in addition to the
      payment(s), AMB shall be entitled to recover interest on the amount due (at
      the
      prime rate as published in The Wall Street Journal from time to time)
      along with reasonable costs and attorneys’ fees.

     

    


    
      
        
           

        

        
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    5.9.           Counterparts.  This
      Agreement may be executed in one or more counterparts (including by facsimile),
      each of which shall be deemed to be an original, but all of which shall
      constitute one and the same instrument.

     

    5.
      10         Severability.  If
      any provision of this Agreement is held to be invalid or unenforceable by a
      court of competent jurisdiction, such holding shall not invalidate any of the
      other provisions of this Agreement.  The parties intend that any such
      provision shall be severed from this Agreement and that the remaining provisions
      of this Agreement shall be enforced to the full extent permitted by
      law.

     

    5.11           Captions
      and Sections.  The captions to the sections, subsections
      and clauses of this Agreement are inserted for convenience only and shall be
      ignored in interpreting the provisions thereof.  Each reference to a
      section includes a reference to all subsections and clauses thereof except
      where
      the context clearly does not so permit.

     

    


     

    


    
      
        
           

        

        
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    IN
      WITNESS WHEREOF,
      the parties hereto have duly executed this Agreement effective as of as of
      the
      date first above written.

     

    
      	
              ORITANI
                SAVINGS BANK

            	 	
              AMB

            
	 	 	 
	
              /s/
                Kevin J. Lynch

            	 	
              /s/
                Anthony M. Bruno, Jr.

            
	
              Kevin
                J. Lynch

            	 	
              Anthony
                M. Bruno, Jr.

            
	 	 	 
	 	 	 
	
              ORITANI
                FINANCIAL CORP.

            	 	 
	 	 	 
	
              /s/
                Kevin J. Lynch

            	 	 
	
              Kevin
                J. Lynch

            	 	 


    

    


     

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