Amendment to Director Supplemental Retirement Income Agreement between Robert Soldoveri, Greater Community Bank, and Greater Community Bancorp

Summary

This amendment, dated June 25, 2008, updates the Director Supplemental Retirement Income Agreement between Robert Soldoveri, Greater Community Bank, and Greater Community Bancorp. It provides that Mr. Soldoveri will receive a lump sum payment of $93,000 upon his termination of service related to a merger or by January 5, 2009. After this payment, no further obligations remain under the agreement. The amendment also ensures compliance with federal tax regulations, specifically Section 409A of the Internal Revenue Code.

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