UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): June 25, 2008
GREATER
COMMUNITY BANCORP
(Exact
name of registrant as specified in its charter)
Commission
File Number 000-14294
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New
Jersey
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22-2545165
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(State
of Incorporation)
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(IRS
Employer Identification No.)
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55 Union
Boulevard
Totowa,
New Jersey 07512
(Address
of Principal Executive Offices and Zip Code)
(973)
942-1111
(Registrant's
Telephone Number)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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( )
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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( )
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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( )
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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( )
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement.
Directors
Emeritus Plans
Effective June 25, 2008, Greater
Community Bancorp and Greater Community Bank, a subsidiary of Greater Community
Bancorp, approved amending the Directors Emeritus Plan of Great Falls
Bank. Greater Community Bank is the successor bank of Great Falls
Bank. The amendment alters the definitions of certain defined terms
used in the directors emeritus plan and allows a director to elect on or before
December 31, 2008 to receive any benefits to which he is entitled under the plan
in a lump sum on a date in 2009 selected by the director. The primary purpose of
the amendment was to amend the plan to comply with the requirements of Section
409A of the Internal Revenue Code. This summary of the amendment is qualified in
its entirety by the full text of the amendment, which is attached as Exhibit
10.1 to this Report and is incorporated herein by reference.
Effective June 25, 2008, Greater
Community Bancorp and Greater Community Bank approved amending the Directors
Emeritus Plan of Bergen Commercial Bank. Greater Community Bank is
the successor bank of Bergen Commercial Bank. The amendment alters
the definitions of certain defined terms used in the directors emeritus plan and
allows a director to
elect on
or before December 31, 2008 to receive any benefits to which he is entitled
under the plan in a lump sum on a date in 2009 selected by the director. The
primary purpose of the amendment was to amend the plan to comply with the
requirements of Section 409A of the Internal Revenue Code. This
summary of the amendment is qualified in its entirety by the full text of the
amendment, which is attached as Exhibit 10.2 to this Report and is incorporated
herein by reference.
Director
Deferred Compensation Plans
Effective June 25, 2008, Greater
Community Bancorp and Greater Community Bank approved amending the Director
Deferred Compensation Plan of Great Falls Bank. The amendment alters
the definitions of certain defined terms used in the director deferred
compensation plan and allows a director to elect on or before December 31, 2008
to receive any benefits to which he is entitled under the plan in a lump sum on
a date in 2009 selected by the director. It also allows a director to make a
one-time, irrevocable election to defer commencement of his benefits from the
plan, provided certain conditions are met. The primary purpose of the amendment
was to amend the plan to comply with the requirements of Section 409A of the
Internal Revenue Code. This summary of the amendment is qualified in
its entirety by the full text of the amendment, which is attached as Exhibit
10.3 to this Report and is incorporated herein by reference.
Effective June 25, 2008, Greater
Community Bancorp and Greater Community Bank approved amending the Director
Deferred Compensation Plan of Bergen Commercial Bank. The amendment alters the
definitions of certain defined terms used in the director deferred compensation
plan and allows a director to elect on or before December 31, 2008 to receive
any benefits to which he is entitled under the plan in a lump sum on a date in
2009 selected by the director. It also allows a director to make a one-time,
irrevocable election to defer commencement of his benefits from the plan,
provided certain conditions are met. The primary purpose of the amendment was to
amend the plan to comply with the requirements of Section 409A of the Internal
Revenue Code. This summary of the amendment is qualified in its entirety by the
full text of the amendment, which is attached as Exhibit 10.4 to this Report and
is incorporated herein by reference.
Director
Supplemental Retirement Income Agreement
Effective June 25, 2008, Greater
Community Bancorp and Greater Community Bank approved entering into Amendment
No. 1 to the Director Supplemental Retirement Income Agreement with Robert
Soldoveri, who serves as a director of Greater Community Bancorp. The
amendment provides for Greater Community Bank to make a lump sum payment to Mr.
Soldoveri in the amount of $93,000 upon the earlier of (i) termination of Mr.
Soldoveri’s service as a director in connection with the merger of Greater
Community Bancorp with and into Valley National Bancorp or (ii) January 5,
2009. The primary purpose of the amendment was to amend the Director
Supplemental Retirement Income Agreement to comply with the requirements of
Section 409A of the Internal Revenue Code. This summary of the
amendment is qualified in its entirety by the full text of the amendment, which
is attached as Exhibit 10.5 to this Report and is incorporated herein by
reference.
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Change
in Control, Confidentiality, and Non-Compete Agreements
Effective June 25, 2008 Greater
Community Bancorp and Greater Community Bank approved entering into Amendment
No. 1 to the Change in Control, Confidentiality, and Non
Compete
Agreement with Roger Tully, who serves as Executive Vice President—Risk &
Operations of Greater Community Bancorp and of Greater Community
Bank. Pursuant to the terms of the amendment, Mr. Tully will receive
a lump sum payment from Greater Community Bancorp of $200,000 upon the merger of
Greater Community Bancorp with and into Valley National Bancorp. The
amendment also allows Mr. Tully to voluntarily terminate his employment under
certain circumstances following a change in control of Greater Community Bancorp
or Greater Community Bank. The primary purpose of the amendment was
to amend the change in control, confidentiality, and non-compete agreement to
comply with the requirements of Section 409A of the Internal Revenue
Code. This summary of the amendment is qualified in its entirety by
the full text of the amendment, which is attached as Exhibit 10.6 to this Report
and is incorporated herein by reference.
Effective June 25, 2008 Greater
Community Bancorp and Greater Community Bank approved entering into Amendment
No. 1 to the Change in Control, Confidentiality, and Non-Compete Agreement with
Patricia Arnold, who serves as Executive Vice President of Greater Community
Bank. Pursuant to the terms of the amendment, Ms. Arnold will receive
a lump sum payment from Greater Community Bancorp of $400,000 upon the merger of
Greater Community Bancorp with and into Valley National Bancorp. The
amendment also allows Ms. Arnold to voluntarily terminate her employment under
certain circumstances following a change in control of Greater Community Bancorp
or Greater Community Bank. The primary purpose of the amendment was
to amend the change in control, confidentiality, and non-compete agreement to
comply with the requirements of Section 409A of the Internal Revenue
Code. This summary of the amendment is qualified in its entirety by
the full text of the amendment, which is attached as Exhibit 10.7 to this Report
and is incorporated herein by reference.
Effective June 25, 2008 Greater
Community Bancorp and Greater Community Bank approved entering into Amendment
No. 2 to the Change in Control, Confidentiality, and Non-Compete Agreement with
Stephen J. Mauger, who serves as Senior Vice President, Chief Financial Officer,
and Treasurer of Greater Community Bancorp and of Greater Community
Bank. Pursuant to the terms of the amendment, Mr. Mauger will receive
a lump sum payment from Greater Community Bancorp of $210,000 upon the merger of
Greater Community Bancorp with and into Valley National Bancorp. The
amendment also allows Mr. Mauger to voluntarily terminate his employment under
certain circumstances following a change in control of Greater Community Bancorp
or Greater Community Bank. The primary purpose of the amendment was
to amend the change in control, confidentiality, and non-compete agreement to
comply with the requirements of Section 409A of the Internal Revenue
Code. This summary of the amendment is qualified in its entirety by
the full text of the amendment, which is attached as Exhibit 10.8 to this Report
and is incorporated herein by reference.
Employment
Agreements
Effective June 25, 2008, Greater
Community Bancorp and Greater Community Bank approved entering into Amendment
No. 4 to the Employment Agreement with Anthony M. Bruno, Jr., who serves as
Chairman, President, and Chief Executive Officer of Greater Community Bancorp
and of Greater Community Bank. Pursuant to the terms of the
amendment, Mr. Bruno will receive a lump sum payment from Greater Community
Bancorp of $1,250,000 upon the merger of Greater Community Bancorp with and into
Valley National Bancorp. The amendment also allows Mr. Bruno to
voluntarily terminate his employment under certain circumstances following a
change in control of Greater Community Bancorp or Greater Community
Bank. The primary purpose of the amendment was to amend the
employment agreement to comply with the requirements of Section 409A of the
Internal Revenue Code. This summary of the amendment is qualified in its
entirety by the full text of the amendment, which is attached as Exhibit 10.9 to
this Report and is incorporated herein by reference.
Effective June 25, 2008, Greater
Community Bank approved entering into Amendment No. 3 to the Employment
Agreement with Mary Smith, who serves as President and Chief
Executive
Officer of Highland Capital Corp., a subsidiary of Greater Community
Bank. The amendment provides for certain adjustments to Ms. Smith’s
rights under her employment agreement in the event she is involuntarily
terminated by Highland Capital Corp., including the provision of a sum certain
to which Ms. Smith would be entitled in the event of such involuntary
termination. The primary purpose of the amendment was to amend the
employment agreement to comply with the requirements of Section 409A of the
Internal Revenue Code. This summary of the amendment is qualified in its
entirety by the full text of the amendment, which is attached as Exhibit 10.10
to this Report and is incorporated herein by reference.
Executive
Supplemental Retirement Income Agreement
Effective June 25, 2008, Greater
Community Bancorp and Greater Community Bank approved entering into Amendment
No. 1 to the Executive Supplemental Retirement Income Agreement with Mr.
Bruno. Pursuant to the terms of the amendment, upon the merger of
Greater Community Bancorp with and into Valley National Bancorp, Greater
Community Bancorp has agreed to pay $570,000 into a Rabbi Trust selected by Mr.
Bruno, the assets of which are to be distributed to Mr. Bruno on January 5,
2009.
The
primary purpose of the amendment was to amend the Executive Supplemental
Retirement Income Agreement to comply with the requirements of Section 409A of
the Internal Revenue Code. This summary of the amendment is qualified in its
entirety by the full text of the amendment, which is attached as Exhibit 10.11
to this Report and is incorporated herein by reference, and by the full text of
the Rabbi Trust, which is attached as Exhibit 10.12 to this Report and is
incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits. The following exhibits are being filed with this Report and
are attached hereto:
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Exhibit
No.
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Description of
Exhibit
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Amendment
to the Directors Emeritus Plan of Great Falls Bank, effective June 25,
2008.
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Amendment
to the Directors Emeritus Plan of Bergen Commercial Bank, effective June
25, 2008.
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Amendment
to the Director Deferred Compensation Plan of Great Falls Bank, effective
June 25, 2008.
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Amendment
to the Director Deferred Compensation Plan of Bergen Commercial Bank,
effective June 25, 2008.
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Amendment
to the Director Supplemental Retirement Income Agreement, effective June
25, 2008, between Greater Community Bancorp, Greater Community Bank and
Robert Soldoveri.
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Amendment
No. 1 to the Change in Control, Confidentiality, and Non- Compete
Agreement, effective June 25, 2008, between Greater Community Bancorp,
Greater Community Bank and Roger Tully.
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Amendment
No. 1 to the Change in Control, Confidentiality, and Non- Compete
Agreement, effective June 25, 2008, between Greater Community Bancorp,
Greater Community Bank and Patricia Arnold.
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Amendment
No. 2 to the Change in Control, Confidentiality, and Non- Compete
Agreement, effective June 25, 2008, between Greater Community Bancorp,
Greater Community Bank and Stephen J. Mauger.
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Amendment
No. 4 to the Employment Agreement, effective June 25, 2008, between
Greater Community Bancorp, Greater Community Bank and Anthony M. Bruno,
Jr.
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Amendment
No. 3 to the Employment Agreement, effective June 25, 2008, between
Greater Community Bank and Mary Smith.
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Amendment
No. 1 to the Executive Supplemental Retirement Income Agreement, effective
June 25, 2008, between Greater Community Bancorp, Greater Community Bank
and Anthony M. Bruno, Jr.
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Trust
Under Greater Community Bancorp Executive Supplemental Retirement Income
Agreement, effective June 30, 2008, between Greater Community Bancorp and
Walter J. Skipper, as Trustee.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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GREATER
COMMUNITY BANCORP
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Date:
June 25,
2008
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/s/ Stephen J.
Mauger
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Stephen
J. Mauger
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Senior
Vice President, Treasurer
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and
Chief Financial Officer
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