Amendment to the Director Supplemental Retirement Income Agreement, effective June 25, 2008, between Greater Community Bancorp, Greater Community Bank and Robert Soldoveri
EX-10.5 6 ex10-5.htm EXHIBIT 10.5 ex10-5.htm
Exhibit 10.5
AMENDMENT TO DIRECTOR SUPPLEMENTAL RETIREMENT INCOME AGREEMENT
This Amendment is made as of June 25, 2008 between Robert Soldoveri (“Director”) and Greater Community Bank (“Bank”), a state chartered commercial bank having its principal place of business in New Jersey.
RECITALS
WHEREAS, the Bank has adopted a Director Supplemental Retirement Income Agreement (“Agreement”) to pay additional compensation to the Director after retirement or other termination of employment; and
WHEREAS, the Agreement was effective March 1, 2004; and
WHEREAS, Greater Community Bancorp (“GCB”) is a party to the Agreement for the sole purpose of guaranteeing the Bank’s performance; and
WHEREAS, the Director, Bank, and GCB desire to amend the Agreement to comply with Internal Revenue Code Section 409A and the applicable federal regulations thereto; and
WHEREAS, GCB has entered into an agreement and plan of merger with Valley National Bancorp ("Valley") dated March 19, 2008 pursuant to which GCB will merge into Valley (the "Merger"); and
WHEREAS, GCB and Valley wish to provide a payment upon Executive's termination of service following the Merger in satisfaction of Bank's obligations under the Agreement; and
WHEREAS, Section 13.1 of the Agreement permits the Agreement to be amended with the express written consent of the parties and pursuant to a resolution of the Board of Directors.
NOW THEREFORE, the Agreement is amended as follows:
1. Upon the earlier of (a) Director's termination of service in connection with the Merger, or (b) January 5, 2009, the Bank shall pay Director a lump sum payment of $93,000.
2. Upon payment of the amount pursuant to Section 1 above, the parties shall have no further obligations under the Agreement.
3. To the extent applicable, it is intended that the Agreement and this Amendment comply with the requirements of Section 409A of the Internal Revenue Code, and they shall be interpreted in a manner consistent with this intent in order to avoid the imposition of any additional tax under Section 409A of the Code. The parties shall cooperate to take such actions and to make such changes as are necessary to comply with such requirements.
IN WITNESS WHEREOF the Parties consent to this Amendment.
DIRECTOR | GREATER COMMUNITY BANCORP | |
/s/ Robert Soldoveri | By: | /s/ Anthony M. Bruno |
Robert Soldoveri | Anthony M. Bruno | |
Chairman and CEO | ||
GREATER COMMUNITY BANK | ||
By: | /s/ Anthony M. Bruno | |
Anthony M. Bruno | ||
Chairman, President, and CEO |