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EXHIBIT 10.1
NON-COMPETE AGREEMENT
This NONCOMPETE AGREEMENT
(this “Agreement”) dated this 13th day of
November 2007, and effective as of the Effective Date (as
defined below) of the Merger (as defined below), is being
entered into by and among Oritani Financial Corp., a
federally-chartered mid-tier holding company (the
“Company”), Oritani Savings Bank, a New Jersey
chartered savings bank and wholly-owned subsidiary of the
company ( the “
Bank”), and Anthony M. Bruno, Jr.
(“AMB”).
RECITALS
1. As of the date of this Agreement, AMB is
the President and Chief Executive Officer of Greater Community
Bancorp, Inc. (“GCB”) and Greater Community Bank
(“GC Bank”), whose principal offices are in Totowa, New
Jersey. GCB has entered into an Agreement and Plan of
Merger by and between the Company and GCB, dated November 13, 2007
(the “Merger Agreement”), pursuant to which GCB will
merge with and into the Company and GC Bank will merge with and
into the Bank (collectively, the
“Merger”).
2. Simultaneous with the execution of the
Merger Agreement, AMB has agreed to enter into this Agreement to
refrain from competing with the Company and/or the Bank for a
period of twelve (12) months.
In
consideration of the mutual promises, covenants, terms and
conditions contained in this Agreement, the parties agree as
follows:
AGREEMENT
1.
Definitions . As
used herein, the following terms shall have the meanings set forth
below:
“Bank”
means Oritani Savings Bank.
“Code”
means the Internal Revenue Code of
1986, as amended from time to time.
“Company”
means Oritani Financial Corp., a federally-charted holding company
of the Bank.
“Effective
Date” shall mean the date on which all transactions
contemplated by the Merger, including the Merger, have been
completed and all necessary regulatory approvals of the Merger
have been obtained.
“Merger”
means the merger of GCB into the
Company and the merger of GC Bank into the Bank.
“Noncompete
Period” has the meaning set forth in Section 3
hereof.
“Notice”
has the meaning set forth in
Section 5.7 hereof.
“Subsidiary”
means an entity in which the Bank or
the Company directly or indirectly (i) owns a majority of
the common stock or equity; or (ii) has the power to vote
or direct the voting of sufficient securities to elect a
majority of the directors.
2
.
Payment. In consideration of the
commitments and covenants made herein by AMB, the Bank agrees
to pay to AMB a monthly payment of $35,416.67 (which shall be
considered non-employee compensation, from which no taxes
shall be withheld, and which shall be reported on IRS Form
1099; AMB shall be responsible for paying all taxes due on
account of the payments hereunder), in advance, for each
month during the twelve month Noncompete Period, for an
aggregate payment of $425,000.04.
3.
Noncompetition and Nonsolicitation.
(a) For a
period of twelve months following the Effective Date (the
“Noncompete Period”), AMB 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 (such as a director or trustee)
for, any Competing Entity (as hereinafter defined) that is
headquartered or that has offices in the Territory (as
hereinafter defined); provided, however, that notwithstanding
the foregoing, AMB may make solely passive investments in any
Competing Entity the common stock of which is “publicly
held” and of which AMB 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 actively or knowingly divert any business of any Customer
(as hereinafter defined) from the Company or the Bank or
assist any person, firm or corporation in doing so or
attempting to do so;
(iii) actively
or knowingly cause or seek to cause any person, firm or
corporation to refrain from dealing or doing business in the
Territory with the Company or assist any person, firm or
corporation in doing so;
(iv) assist
or advise any person, firm or corporation in connection with
any commercial or commercial real estate loan to any person,
firm or business
(or
involving any guarantor) located or residing, or secured by
property located, within the Territory;
(v) solicit
deposits from any person, firm or corporation residing or
located in the Territory; or
(vi) 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
consultant to the Bank or the Company,
For
purposes of this Section, the term “Competing
Entity” shall mean any entity which is a savings bank,
savings bank holding company, savings and loan association,
savings and loan holding company, credit union, bank or bank
holding company, or any mortgage or loan
broker. The term “Territory” shall mean
Passaic County, Bergen County, Hudson County or Morris County,
New Jersey. The term “Customer” shall
mean any person or entity AMB knows or should know (after
reasonable inquiry) is an existing customer of the Company or
the Bank.
(b) Notwithstanding the foregoing limit in
paragraph (a), AMB may engage, as an owner, partner,
principal, employee, agent, or consultant, in the following
activities, but not for, or in conjunction or coordination
with, a Competing Entity that is headquartered or that has
offices in the Territory: insurance and securities
brokerage and advisory business; portfolio management; estate
planning; accounting, tax and auditing advisory services;
provided that AMB in connection therewith does not solicit or
assist in the solicitation of any Customer or attempt to do
so, except solely with respect to providing tax and auditing
advisory services which may be provided without
limitation.
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