ex10-21.htm


    Exhibit
      10.21

    
 

    


    
      	 	
               

            


    

     

    


    November
      13, 2007

    


    


    Roger
      Tully

    41
      Cortright Road

    Whippany,
      NJ  07981

    


    Dear
      Roger:

    


    As
      you
      are aware, Greater Community Bank (“GCB” or the “Company”) has entered into an
      agreement to be acquired by Oritani Financial Corp. (“OFC”).  As part
      of this transaction, GCB will be merged into Oritani Savings Bank (“Oritani”)
      (references to GCB or the Company shall mean Oritani following the merger).
      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
      consideration and 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
      $50,000, which will be paid on the following dates, provided that you are
      working for GCB, and/or any subsidiaries on these dates 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 half of your retention ($25,000) three months following
                the date the merger is completed. 

            


    

    


    
      	
               

            	
              (2)

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


    
      
        
        

      

      
        96

        
          

        

      

      
        
        

      

    


    agree
      to
      cooperate promptly with all merger-related and/or business activities, including
      without limitation the following:

    


    
      	
               

            	
              ·

            	
              Gather
                all available 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.  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, and except as provided
      below, you 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, 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 (or Oritani’s policies after the merger) 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 other 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.

    


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


    
      
        
        

      

      
        97

        
          

        

      

      
        
        

      

    


    
      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 Savings Bank

      


      
        	
                By:

              	
                /s/
                  Kevin J. Lynch

              
	 	
                Kevin
                  J. Lynch

              
	 	
                Chief
                  Executive Officer

              
	 	 


      

      
 

      Accepted
        and agreed to this

      13
        day of
        November, 2007

      


      
        	
                By:

              	
                /s/
                  Roger
                  Tully

              


      




     

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