ex10-19.htm


    


    Exhibit
      10.19

    


    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 Roger Tully (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 as the
      officer in charge of Risk and Operations 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 Executive Vice President, Risk and
      Operations 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.

    


    
      
        
           

        

        
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    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; 

            


    

    


    (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 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 officer in charge
      of Risk and Operations; or his duties and responsibilities immediately prior
      to
      the Change in Control; or a material reduction in the Executive’s base salary as
      in effect at the time of the Change in Control; or 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.

    


    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

    


    
      
        
           

        

        
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    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
      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.

    


    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,

    


    
      
        
           

        

        
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    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 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:

    


    
      
        
           

        

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

    


    If
      to the Company:

    


    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 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/
                Roger Tully

            
	 	 	
              Roger
                Tully

            
	 	 	
              Executive
                Vice President,

            
	 	 	
              Risk
                and Operations

            


    

     

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