EX-10.17


    EXHIBIT
      10.17

    


    GREATER
      COMMUNITY BANCORP

    RESTRICTED
      STOCK AGREEMENT

    THIS
      RESTRICTED STOCK AGREEMENT, dated as of _________
      (the
      “Grant Date”), is made by and between Greater Community Bancorp, a New Jersey
      corporation (the “Company”), and _____________
      _
      (the
“Executive”).

     

    RECITALS

     

    WHEREAS, the
      Company believes it to be in the best interests of the Company and its
      shareholders to provide an incentive for certain of its key employees to work
      for and manage the affairs of the Company in such a way that its shares become
      more valuable.

     

    NOW,
      THEREFORE,
      in
      consideration of these premises and the services to be performed by the
      Executive, the Company hereby awards shares of restricted stock to the Executive
      on the terms and conditions hereinafter set forth.

     

    1. AWARD
      GOVERNED BY TERMS OF AGREEMENT AND PLAN.
      This
      award shall be governed by the terms of this Restricted Stock Agreement. This
      award is also subject in all respects to the provisions of Greater Community
      Bancorp’s 2006 Long-Term Stock Compensation Plan (the “Plan”). In the event of
      any conflict between any provisions of this award and the provisions of the
      Plan, the provisions of the Plan shall control. Terms defined in the Plan where
      used herein shall have the meanings as so defined. Executive hereby acknowledges
      receipt of a copy of the Plan.

     

    2. GRANT.
      The
      Company hereby grants and issues to the Executive x,xxx
      shares
      of
      the Company’s common stock, $0.50 par value per share, subject to the rights,
      restrictions, obligations and limitations set forth herein (the “Restricted
      Stock”). 

     

    3. VESTING
      RESTRICTIONS.
      The
      Restricted Stock shall become vested as follows:

     

    
      	 	
              (a)

            	
              The
                Restricted Stock grant shall become vested for xxx
                shares if Executive remains continuously employed by the Company
                through
                the date that is one year after the Grant
                Date.

            


      	 	 	 


    

    
      	 	
              (b)

            	
              The
                Restricted Stock grant shall become vested for an additional xxx
                shares if Executive remains continuously employed by the Company
                through
                the date that is two years after the Grant.


            


      	 	 	 


    

    
      	 	
              (c)

            	
              The
                Restricted Stock grant shall become vested for an additional xxx
                shares if Executive remains continuously employed by the Company
                through
                the date that is three years after the Grant
                Date.

            


      	 	 	 


    

    
      	 	
              (d)

            	
              The
                Restricted Stock grant shall become vested for the final xxx
                shares if Executive remains continuously employed by the Company
                through
                the date that is four years after the Grant
                Date.

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Notwithstanding
      the foregoing, all restrictions shall lapse in the event of a termination of
      employment as a result of Executive's death, Disability or Retirement, or upon
      the occurrence of a Change in Control of the Company while the Executive remains
      employed. The period of time during which the Restricted Stock covered by this
      Agreement are subject to the forfeiture restrictions is referred to as the
      “Restricted Period.” If the Executive’s employment with the Company terminates
      during the Restricted Period for any reason other than death, Disability or
      Retirement, any Restricted Stock for which the restrictions have not yet lapsed
      shall be forfeited to the Company on the date of such termination, without
      any
      further obligations of the Company to the Executive, and all rights of the
      Executive with respect to such Restricted Stock shall terminate.

     

    4. RIGHTS
      DURING RESTRICTED PERIOD. During
      the Restricted Period, the Executive shall have the right to vote the Restricted
      Stock and to receive any cash dividends. However, stock dividends, stock rights
      or others securities issued with respect to the Restricted Stock shall be
      forfeitable and subject to the same restrictions as exist regarding the original
      shares of Restricted Stock. If any stock dividend is declared upon the
      Restricted Stock, or there is any stock split, stock distribution, or other
      change in the corporate structure of the Company with respect to the Restricted
      Stock, the aggregate number and kind of shares covered by this Restricted Stock
      grant shall be proportionately and appropriately adjusted (subject to the same
      restrictions applicable to the original shares of Restricted Stock). The
      Restricted Stock may not be sold, assigned, transferred, pledged, encumbered
      or
      otherwise disposed of prior to vesting.

     

    5. CUSTODY.
      The
      Restricted Stock issued the Executive hereunder shall be held, along with any
      stock dividends and other non-cash distributions relating thereto, in custody
      by
      the Company or an agent for the Company until it shall become vested. If any
      certificates are issued for shares of Restricted Stock during the Restricted
      Period, such certificates representing shares of Restricted Stock and any such
      stock dividends or distributions during the Restricted Period shall bear an
      appropriate legend as determined by the Company referring to the applicable
      terms, conditions and restrictions and the Executive shall deliver a signed,
      blank stock power to the Company relating thereto.

     

    6. TAX
      WITHHOLDING.
      The
      Company may require payment of or withhold any tax which it believes is required
      as a result of the lapse of the applicable restrictions and the Company may
      defer making delivery of the shares until arrangements satisfactory to the
      Company have been made with respect to such withholding obligations. The
      Executive may satisfy any tax withholding obligations arising with respect
      to
      the Restricted Stock in whole or in part by tendering a check to the Company
      for
      any required amount or by election to have the Company withhold the required
      amounts from other compensation payable to the Executive.

     

    7. IMPACT
      ON OTHER BENEFITS. The
      value
      of the Restricted Stock granted hereunder, either on the Grant Date or at the
      time such shares become vested, shall not be included as compensation or
      earnings for purposes of any other Company benefit plan or
      program.


    8. EXECUTIVE’S
      EMPLOYMENT. Nothing
      in this Agreement shall interfere with or limit in any way the right of the
      Company to terminate the executive’s employment at any time, nor confer upon the
      Executive any right to continue in the employ of the Company for any given
      period or upon any specific terms or conditions.

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

     

    9. GOVERNING
      LAW. This
      Agreement shall be construed in accordance with and governed by the internal
      laws of the State of New Jersey to the extent not preempted by federal law.
      

     

    10. ENTIRE
      AGREEMENT. This
      Agreement constitutes the entire agreement between the parties, may be amended
      only in writing with the consent of both parties, and shall be binding upon
      the
      parties hereto, their heirs, executors, administrators, successors and assigns,
      including any successor of the Company. 

     

    IN
      WITNESS WHEREOF, the
      Company and the Executive have signed this Restricted Stock Agreement and the
      Executive has agreed to all of its terms, conditions and restrictions, all
      as of
      the date set forth above.

     

    
      	 	 	 
	 	
              GREATER
                COMMUNITY BANCORP

            
	 	 
	 	
              By: 

            	 
	 	 	 
	 	
              Title: 

            	 
	 	 	 
	 	 	 
	 	
              EXECUTIVE

            
	 	 
	 	 	 
	 	
              Name: