ex10-24.htm


    Exhibit
      10.24

    


    
      	 	
                

            


    

    


    
 

    November
      13, 2007

    


    


    Stephen
      J. Mauger

    4
      Wolverton Lane

    Hillsborough,
      NJ  08844

    


    Dear
      Steve:

    


    As
      you
      are aware, the Board of Directors of Greater Community Bank (“GCB” or the
“Company”) is currently pursuing a merger with Oritani Financial Corp.
      (“OFC”).  The Board acknowledges there are varying degrees of risk and
      hard work for those involved.

    


    Your
      ability to stay focused and on task will be critical to accomplish our goals
      regardless of the path.  As a senior member of the management team,
      you will be depended upon to provide stability and direction to the organization
      during this period.

    


    In
      acknowledgement of your future contribution, you are one of a small group of
      individuals being offered an Executive Retention Payment.  You are
      eligible for up to a total retention payment of $100,000, which will be paid
      on
      the following dates, provided that you are working for GCB, OFC and/or any
      subsidiaries on this date and you have satisfactorily performed your duties
      as
      determined by the Company in its sole discretion or have been terminated without
      cause:

    


    
      	
               

            	
              (1)

            	
              You
                will be paid one quarter of your retention ($25,000) upon the completion
                of the merger. 

            


    

    


    
      	
               

            	
              (2)

            	
              You
                will be paid one quarter of your retention ($25,000) three months
                following the date the merger is completed.


            


    

    


    
      	
               

            	
              (3)

            	
              You
                will be paid one quarter of your retention ($25,000) six months following
                the date the merger is completed. 

            


    

    


    
      	
               

            	
              (4)

            	
              You
                will be paid the balance of your retention ($25,000) nine months
                following
                the date 

            


    


    
      
        
        

      

      
        102

        
          

        

      

      
        
        

      

    


    the
      merger is completed.

    


    In
      the
      event you are terminated without cause prior to the date a payment is due,
      any
      remaining payments will be made within ten days of your separation
      date.  To be eligible to receive the payments, you agree to cooperate
      promptly with all merger-related and/or business activities, including without
      limitation the following:

    


    
      	
               

            	
              ·

            	
              Gather
                all requested information and documentation.


            


    

    
      	
               

            	
              ·

            	
              Assist,
                prepare, present management presentations and completely respond
                to any
                questions and answers. 

            


    

    
      	
               

            	
              ·

            	
              Assist,
                prepare, review and complete the disclosure schedules and other documents
                associated with the merger. 

            


    

    
      	
               

            	
              ·

            	
              Respond
                to any questions from GCB, OFC, their counsel and representatives.
                

            


    

    
      	
               

            	
              ·

            	
              Maintain
                the confidentiality of information.


            


    

    


    Failure
      to cooperate in these activities may be deemed “cause” for termination under
      this agreement as determined by the GCB’s Board of Directors (or its
      successor).  If you voluntarily resign or are terminated for “cause”
as defined by this agreement, you will not be eligible for any further payment
      under this agreement, but will be permitted to retain any payments previously
      received.

    


    The
      parties agree that “cause” shall include any of the following actions on your
      part: (a) personal dishonesty, willful misconduct, breach of fiduciary duty
      involving personal profit, willful violation of any law, rule, or regulation
      (other than traffic violations or similar offenses), or habitual use of alcohol
      or drugs which, in the good faith determination of GCB’s Board of Directors (or
      its successor), materially impairs your ability to carry out your duties as
      an
      employee; (b) use of the Company’s proprietary information or customer lists for
      personal benefit or in a way adverse to the interests of the Company, except
      in
      connection with the performance of your duties as an employee of the Company;
      (c) the willful and continued failure to substantially perform your duties
      with
      the Company (other than as a result of physical or mental illness); or (d)
      failure to cooperate as described herein.

    


    This
      letter agreement does not constitute a contract of employment or impose on
      GCB
      any obligation to retain you, to change the status of your employment, or to
      change GCB’s policies regarding termination of employment.

    


    The
      invalidity or enforceability of any provision of this letter agreement shall
      not
      affect the validity or enforceability of any other provision of this letter
      agreement, which shall remain in full force and effect, and any prohibition
      or
      unenforceability in any jurisdiction shall not invalidate or render
      unenforceable such provision in any such jurisdiction.

    


    This
      letter agreement shall supplement any other benefits to employee, to the extent
      not addressed herein.  You will receive all payments due less any
      required withholdings.

    


    By
      signing below, you agree that you will not disclose the contents of this
      agreement to any person or entity (other than your attorney, accountant,
      advisor, and adult immediate family members, each of whom shall first agree
      to
      be bound by this confidentiality provision).  Nothing in this
      paragraph, however, shall be construed to limit, impede or impair your right
      to
      communicate with government agencies regarding matters that are within the
      jurisdictions of such agencies or to testify in any legal
      proceedings.  You understand that if you violate the terms of this
      paragraph, GCB will be relieved of its obligations to provide the payments
      set
      forth in this agreement and that you will be required to reimburse GCB for
      any
      payments you have received.


    
      
        
        

      

      
        103

        
          

        

      

      
        
        

      

    


    


    The
      validity, interpretation, construction and performance of this letter agreement
      shall in all respects be governed by the law of New Jersey.

    


    Sincerely,

    


    


    For
      and
      on behalf of Greater Community Bank,

    


    
      	
              By:

            	
               /s/
                Anthony M. Bruno,
                Jr.

            
	 	
              Anthony
                M. Bruno, Jr.

            
	 	
              Chief
                Executive Officer

            
	 	 


    

    


    For
      and
      on behalf of Oritani Financial Corp.,

    


    
      	
              By:

            	
              /s/
                Kevin J. Lynch

            
	 	
              Kevin
                J. Lynch

            
	 	
              Chief
                Executive Officer

            
	 	 


    

    


    For
      and
      on behalf of Oritani Financial Corp.,

    


    
      	
              By:

            	
              /s/
                Kevin J. Lynch

            
	 	
              Kevin
                J. Lynch

            
	 	
              Chief
                Executive Officer

            


    

    


    Accepted
      and agreed to this

    10
      day of
      March, 2008

    


    


    
      	
              By:

            	
              /s/
                Stephen J.
                Mauger

            


    

     

     

    104