MATERIAL CONTRACTS EMPLOYMENT AGREEMENT
MATERIAL
CONTRACTS
This
Employment Agreement (“Agreement”) is made and entered into as of the
26th
day of
June, 2006 (“Effective Date”), by and between Bridgehampton National Bank, a
bank organized and existing under the laws of the United States of America
and
having its executive offices at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇
(“Bank”), Bridge Bancorp, Inc., the holding company for the Bank (the
“Company”), and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (“Executive”).
WITNESSETH:
WHEREAS,
Executive has been offered a position as Senior Executive Vice President and
Chief Operating Officer of the Bank and the Company; and
WHEREAS, the Executive is willing to accept the offer of employment on the
terms
and conditions set forth in this Agreement.
NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
obligations hereinafter set forth, the Bank, the Company and the Executive
hereby agree as follows:
1.
Employment Period.
(a)
Three
Year Contract. The Executive’s period of employment with the Bank under the
terms of this Agreement shall begin on the Effective Date and shall continue
for
a period of thirty-six months thereafter (the “Employment Period”). Unless
extended, the Employment Period shall end on the date that is thirty-six (36)
months after the Effective Date. On or prior to the second anniversary date
of
the Effective Date, the Bank and the Company shall notify the Executive in
writing whether the Employment Period will be extended and for what period,
if
any, the Employment Period will be extended.
(b)
Annual Performance Evaluation. On a calendar year basis, the Bank and/or the
Company (acting through the full Board or a committee thereof) shall conduct
an
annual performance evaluation of the Executive, the results of which shall
be
included in the minutes of the Board or committee meeting and communicated
to
the Executive. The first such annual performance evaluation shall occur in
January 2007.
(c)
Continued Employment Following Termination of Employment Period. Nothing in
this
Agreement shall mandate or prohibit a continuation of the Executive’s employment
following the expiration of the Employment Period.
2.
Duties.
(a)
Title; Responsibility. During the Employment Period, the Executive shall serve
as the Senior Executive Vice President and Chief Operating Officer of the Bank
and Company, and shall perform such administrative and management services
as
customarily performed by person in a similar executive capacity and as may
be
directed from time to time by the CEO and/or the Board. In his capacity as
Senior Executive Vice President and Chief Operating Officer, the Executive
shall
directly report to the President and Chief Executive Officer and to the Board
of
Directors. The Executive shall also be appointed as a member of the Board of
Directors of the Bank and the Company, subject in the case of the Company to
election by the shareholders.
(b)
Time
Commitment. The Executive shall devote his full business time and attention
to
the business and affairs of the Bank and the Company and shall use his best
efforts to advance the interests of the Bank and Company.
3.
Annual
Compensation.
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(a)
Annual Salary. In consideration for the services performed by the Executive
under this Agreement, the Bank shall pay to the Executive an annual salary
(“Base Salary”) of not less than $200,000. The Base Salary shall be paid in
approximately equal installments in accordance with the Bank’s customary payroll
practices. The Bank shall review the Executive’s Base Salary at least annually
and such Base Salary may be increased, but may not be decreased without the
Executive’s consent (any increase in Base Salary shall become the new “Base
Salary” for purposes of this Agreement). The first such annual review of
Executive’s Base Salary shall occur in January 2007.
(b)
Board
Meeting Fees. For his attendance at meetings of the Board of Directors of the
Bank and the Company (but not for committee meetings), the Executive shall
receive such fees as are paid to directors of the Bank and the Company for
such
attendance.
(c)
Incentive Compensation. The Executive shall be eligible to participate in any
incentive compensation programs established by the Bank and/or the Company
from
time to time for senior executive officers, in accordance with the terms of
such
plans as they may exist from time to time.
(d)
Equity Compensation. The Executive shall be eligible to participate in any
equity compensation programs established by the Bank and/or the Company from
time to time for senior executive officers, including, but not limited to,
the
2006 Stock-Based Incentive Plan.
Nothing
paid to Executive under any plan, program or arrangement referenced in (c)
or
(d) above shall be deemed to be in lieu of other compensation to which Executive
is entitled under this Agreement.
4.
Employee Benefit Plans; Paid Time Off
(a)
Benefit Plans. During the Employment Period, the Executive shall be an employee
of the Bank and shall be entitled to participate in the Bank’s (i) tax-qualified
retirement plans (i.e., the defined benefit plan and 401(k) plan; (ii) the
Bank’s Supplement Executive Retirement Plan; (iii) group life, health and
disability insurance plans; and (iv) any other employee benefit plans and
programs in accordance with the Bank’s customary practices, provided he is a
member of the class of employees authorized to participate in such plans or
programs.
(b)
Paid
Time Off. The Executive shall be entitled to paid vacation time each year during
the Employment Period, as well as sick leave, holidays and other paid absences,
in accordance with the Bank’s policies and procedures for executive employees.
5.
Outside Activities and Board Memberships
During
the term of this Agreement, the Executive shall not, directly or indirectly,
provide services on behalf of any financial institution, any insurance company
or agency, any mortgage or loan broker or any other entity or on behalf of
any
subsidiary or affiliate of any such entity engaged in the financial services
industry, as an employee, consultant, independent contractor, agent, sole
proprietor, partner, joint venturer, corporate officer or director; nor shall
the Executive acquire by reason of purchase during the term of this Agreement
the ownership of more than 5% of the outstanding equity interest in any such
entity. Subject to the foregoing, and to the Executive’s right to continue to
serve as an officer and/or director or trustee of any business organization
as
to which he was so serving on the Effective Date of this Agreement (as described
in an attachment to this Agreement), the Executive may serve on boards of
directors of unaffiliated, for-profit business corporations, subject to Board
approval, which shall not be unreasonably withheld, and such services shall
be
presumed for these purposes to be for the benefit of the Bank and the Company.
Except as specifically set forth herein, the Executive may engage in personal
business and investment activities, including real estate investments and
personal investments in the stocks, securities and obligations of other
financial institutions (or their holding companies). Notwithstanding the
foregoing, in no event shall the Executive’s outside activities, services,
personal business and investments materially interfere with the performance
of
his duties under this Agreement.
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6.
Working Facilities and Expenses
(a)
Working Facilities. The Executive’s principal place of employment shall be at
the Bank’s principal executive office or at such other location upon which the
Bank and the Executive may mutually agree.
(b)
Expenses.
(1)
Ordinary Expenses. The Bank shall reimburse the Executive for his ordinary
and
necessary business expenses, incurred in connection with the performance of
his
duties under this Agreement, upon presentation to the Bank of an itemized
account of such expenses in such form as the Bank may reasonably require.
(2)
Automobile. The Bank shall provide the Executive with an automobile suitable
to
the Executive’s position and such automobile may be used by the Executive in
carrying out his duties under this Agreement, including commuting between his
residence and his principal place of employment and other personal use. The
Bank
shall be responsible for the cost of maintenance and servicing such automobile
and for insurance, gasoline and oil for such automobile. The Executive shall
be
responsible for the payment of any taxes on account of his personal use of
such
automobile.
7.
Termination of Employment with Bank Liability
(a)
Reasons for Termination. In the event that the Executive’s employment with the
Bank and/or the Company shall terminate during the Employment Period on account
of:
(i)The
Executive’s voluntary resignation from employment with the Bank and the Company
within 30 days after any of the following events, such that the
Executive’s
resignation shall be treated as a resignation for “Good Reason”:
(A)
the
failure to re-appoint the Executive to the officer position set forth under
Section 2(a) and/or, the failure of Executive to be appointed to the Board
of
Directors of the Bank, and with respect to the Executive’s service as a director
of the Company, the failure to re-nominate the Executive for election to the
Board;
(B)
a
material change in Executive’s functions, duties, or responsibilities, which
change would cause Executive’s position to become one of lesser responsibility,
importance, or scope, which the Bank and the Company fail to cure within 30
days
following written notice thereof from the Executive;
(C)
a
liquidation or dissolution of the Bank or the Company other than a liquidation
or dissolution that is caused by a reorganization that does not affect the
status of the Executive;
(D)
a
material breach of this Agreement by the Bank and/or the Company, which the
Bank
and/or the Company fail to cure within 30 days following written notice thereof
from the Executive; or
(E)
the
relocation of Executive’s principal place of employment to an office other than
one located in Southampton, East Hampton, Shelter Island, Southhold or
Riverhead, New York unless consented to by Executive.
(ii)
the
termination of the Executive’s employment by the Bank and/or the Company for any
reason other than: for “Cause” as defined in Section 8(a); for “Disability” as
set forth in Section 7(d) below; following a Change in Control, as set forth
in
Section 7(c) below; or as a result of the death of the Executive.
Then
the
Bank shall provide the benefits and pay to the Executive the amounts provided
for under Section 7(b).
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(b)
Severance Pay. Subject to the limitations set forth in Section 7(e) below,
upon
the termination of the Executive’s employment with the Bank under circumstances
described in Section 7(a) of this Agreement, the Bank shall pay to the Executive
(or, in the event of the Executive’s death after the event described in Section
7(a) has occurred, the Bank shall pay to the Executive’s surviving spouse,
beneficiary or estate) an amount equal to the following:
(i)
his
earned but unpaid Base Salary as of the date of his termination of employment
with the Bank;
(ii)
the
benefits, if any, to which he is entitled as a former employee under the Bank’s
employee benefit plans;
(iii)
if
the Executive’s employment is terminated within the first 18 months following
the Effective Date (the “Initial Period”), continued group health and medical
insurance benefits (on the same terms as such benefits are made available to
other executive employees of the Bank) for the greater of six months or the
remainder of the Initial Period;
(iv)
if
the Executive’s employment is terminated following the “Initial Period”,
continued group health and medical insurance benefits (on the same terms as
such
benefits are made available to other executive employees of the Bank) for the
greater of six months or the remainder of the Employment Period;
(v)
if
Executive’s employment is terminated within the Initial Period, a lump sum cash
payment, as liquidated damages, in an amount equal to the greater of (a) the
Base Salary that the Executive would have earned if he had continued working
for
the Bank for the remainder of the Initial Period; or (b) one-half of his annual
Base Salary; and
(vi)
if
Executive’s employment is terminated following the Initial Period, a lump sum
cash payment, as liquidated damages, in an amount equal to the greater of (a)
the Base Salary that the Executive would have earned if he had continued working
for the Bank for the remainder of the Employment Period; or (b) one-half of
his
annual Base Salary.
(c)
Change in Control. Upon
the
occurrence of a Change in Control (as defined in Section 9 of this Agreement),
the Bank and/or the Company shall provide: (i) continuing group health and
medical insurance benefits to Executive (on the same terms as such benefits
were
made available to other executive employees of the Bank immediately prior to
the
Change in Control) for a period of 36 months following such termination of
employment; and (ii) a lump sum cash payment to Executive, as liquidated
damages, in an amount equal to three (3) times Executive’s “base amount”, as
determined in accordance with said Section 280G of the Internal Revenue Code
of
1986, as amended (the “Code”). Notwithstanding the foregoing, in no event shall
the aggregate payments or benefits to be made or afforded to Executive as a
result of a Change in Control (the “CIC Termination Benefits”) constitute an
“excess parachute payment” under Section 280G of the Code or any successor
thereto. In order to avoid such a result, the CIC Termination Benefits will
be
reduced, if necessary, to an amount (the “Non-Triggering Amount”), the value of
which is one dollar ($1.00) less than an amount equal to three (3) times
Executive's “base amount”, as determined in accordance with said Section 280G.
The allocation of the reduction required hereby among the CIC Termination
Benefits provided hereby shall be determined by the Executive.
(d)
Disability.
(i)
If
the termination of the Executive’s employment with the Bank is a result of the
Executive’s “Disability,” the provisions of this paragraph (d) shall apply.
“Disability” shall mean the Executive’s “total and permanent disability” as
determined by the Bank, based upon competent and independent medical evidence
that the Executive’s physical or mental condition is such that he is totally and
permanently incapable of performing the essential tasks of his position
hereunder. To the extent that any payments hereunder on account of disability
are subject to Section 409A of the Internal Revenue Code of 1986 (“Code”),
“disability” shall have the meaning set forth in Code Section 409A and the
regulations thereunder.
Page4
(ii)
Upon
termination of Executive’s employment because of Disability, the Executive shall
be entitled to any and all benefits under the Bank’s short-term and/or long-term
disability insurance plan. During the first twenty-four (24) months following
termination of employment for Disability, the Bank and/or the Company shall
provide a supplemental monthly cash payment to Executive such that the payments
received by Executive on a monthly basis, from both disability insurance and
this supplemental payment shall equal the monthly rate of Base Salary being
paid
to Executive immediately prior to such termination (the insurance payments
may
be taken into account on a tax-adjusted basis if such payment are not subject
to
federal and/or state taxes).
(iii)
Upon termination of Executive’s employment because of Disability, the Executive
shall be entitled continuing group health and medical insurance benefits for
a
period of twenty-four months following such termination, on the same terms
as
such benefits are made available to other executive employees of
Disability.
(e)
Tax
Code Limitation on Severance Pay. Notwithstanding the foregoing, to the extent
required by Code Section 409A and the regulations thereunder, if the Executive
is a “specified employee” (i.e., a “key employee” within the meaning of Code
Section 416(i) without regard to paragraph 5 thereof), the cash severance
payments described in Sections 7(b)(v) and (vi) and 7(c)(ii) shall be made
to
him immediately following the expiration of six (6) months following his
“separation from service” (as defined in Code Section 409A and the regulations
thereunder).
(f)
Executive agrees that upon any termination of his employment, whether by
Executive or by the Bank or the Company, his service as a director of the Bank
and the Company shall cease and he shall be deemed to have resigned as a
director effective upon such termination.
8.
Termination without Additional Bank or Company Liability
(a)
Termination for Cause.
(i)
The
Bank and/or the Company may terminate the Executive’s employment at any time,
but any termination other than termination for “Cause,” as defined herein, shall
not prejudice the Executive’s right to compensation or other benefits under the
Agreement. The Executive shall have no right to receive compensation or other
benefits for any period after termination for “Cause.” Termination for “Cause”
shall include termination because of the Executive’s personal dishonesty,
incompetence, willful misconduct, breach of fiduciary duty involving personal
profit, breach of the Bank’s Code of Ethics, violation of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act
requirements for officers of public companies, willfully engaging in actions
that in the reasonable opinion of the Board will likely cause substantial injury
to the business reputation of the Company or Bank, intentional failure to
perform stated duties, willful violation of any law, rule or regulation (other
than routine traffic violations or similar offenses) or final cease-and-desist
order, or material breach of any provision of the contract.
(ii)
If
the Bank and the Company wish to terminate the Executive’s employment for
“Cause,” such determination shall require the affirmative vote of the Board of
Directors and prior to such vote the Board shall furnish Executive with a
written statement of its grounds for proposing to make such determination,
and
shall afford the Executive a reasonable (under the circumstances) opportunity
to
make an oral and/or a written presentation to the Board to refute the grounds
for the proposed termination for Cause.
(b)
Death; Voluntary Resignation Without Good Reason. In the event that the
Executive’s employment with the Bank shall terminate during the Employment
Period on account of the reasons set forth in this Section 8(b), then the Bank
shall have no further obligations under this Agreement, other than the payment
to the Executive of his earned but unpaid salary as of the date of the
termination of his employment, and the provision of such benefits, if any,
to
which he is entitled as a former employee under the Bank’s employee benefit
plans and programs and compensation plans and programs, including without
limitation, any incentive compensation plan. Termination of employment under
this Section 8(b) shall mean termination of employment due to the following
events:
(i)
The
Executive’s death; or
(ii)
The
Executive’s voluntary resignation from employment with the Bank for any reason
other than the “Good Reasons” specified in Section 7(a)(i).
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9.
Change
in Control
(a)
Except for payments that are subject to Code Section 409A, for purposes of
this
Agreement, the term “Change in Control” shall mean a change in control of a
nature that: (i) would be required to be reported in response to Item 5.01(a)
of
the current report on Form 8-K, as in effect on the date hereof, pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”);
or (ii) results in a Change in Control of the Bank within the meaning of the
Change in Bank Control Act, and applicable rules and regulations promulgated
thereunder, or results in a Change in Control of the Company within the meaning
of the Bank Holding Company Act of 1956, and the rules and regulations
promulgated thereunder, in each case as in effect at the time of the Change
in
Control; or (iii) without limitation such a Change in Control shall be deemed
to
have occurred at such time as (a) any “person” (as the term is used in Sections
13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner”(as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 25% or more of the combined voting power
of Company’s outstanding securities except for any securities purchased by the
Bank’s employee stock ownership plan or trust; or (b) individuals who constitute
the Board of Directors of the Bank or the Company on the date hereof (the
“Incumbent Board”) cease for any reason to constitute at least a majority
thereof, provided that any person becoming a director subsequent to the date
hereof whose election was approved by a vote of at least three-quarters of
the
directors comprising the Incumbent Board, or whose nomination for election
by
the Company’s stockholders was approved by the same Nominating Committee serving
under an Incumbent Board, shall be, for purposes of this clause (b), considered
as though he were a member of the Incumbent Board; or (c) a plan of
reorganization, merger, consolidation, sale of all or substantially all the
assets of the Bank or the Company or similar transaction in which the Bank
or
Company is not the surviving institution occurs; or (d) a proxy statement
soliciting proxies from stockholders of the Company, by someone other than
the
current management of the Company, seeking stockholder approval of a plan of
reorganization, merger or consolidation of the Company or similar transaction
with one or more corporations as a result of which the outstanding shares of
the
class of securities then subject to the plan are to be exchanged for or
converted into cash or property or securities not issued by the Company; or
(e)
a tender offer is made for 25% or more of the voting securities of the Company
and the shareholders owning beneficially or of record 25% or more of the
outstanding securities of the Company have tendered or offered to sell their
shares pursuant to such tender offer and such tendered shares have been accepted
by the tender offeror.
(b)
With
respect to any payments hereunder that are subject to Code Section 409A, “Change
in Control” shall mean (i) a change in the ownership of the Bank or the Company,
(ii) a change in the effective control of the Bank or Company, or (iii) a change
in the ownership of a substantial portion of the assets of the Bank or Company,
as described below.
(1)
A
change in ownership occurs on the date that any one person, or more than one
person acting as a group (as defined in Proposed Treasury Regulations section
1.409A-3(g)(5)(v)(B)), acquires ownership of stock of the Bank or Company that,
together with stock held by such person or group, constitutes more than 50%
of
the total fair market value or total voting power of the stock of such
corporation.
(2)
A
change in the effective control of the Bank or Company occurs on the date that
either (i) any one person, or more than one person acting as a group (as defined
in Proposed Treasury Regulations section 1.409A-3(g)(5)(vi)(B)) acquires (or
has
acquired during the 12-month period ending on the date of the most recent
acquisition by such person or persons) ownership of stock of the Bank or Company
possessing 35% or more of the total voting power of the stock of the Bank or
Company, or (ii) a majority of the members of the Bank’s or Company’s board of
directors is replaced during any 12-month period by directors whose appointment
or election is not endorsed by a majority of the members of the Bank’s or
Company’s board of directors prior to the date of the appointment or election,
provided that this sub-section “(ii)” is inapplicable where a majority
shareholder of the Bank or Company is another corporation.
Page6
(3)
A
change in a substantial portion of the Bank’s or Company’s assets occurs on the
date that any one person or more than one person acting as a group (as defined
in Proposed Treasury Regulations section 1.409A-3(g)(5)(vii)(C)) acquires (or
has acquired during the 12-month period ending on the date of the most recent
acquisition by such person or persons) assets from the Bank or Company that
have
a total gross fair market value equal to or more than 40% of the total gross
fair market value of (i) all of the assets of the Bank or Company, or (ii)
the
value of the assets being disposed of, either of which is determined without
regard to any liabilities associated with such assets. For all purposes
hereunder, the definition of Change in Control shall be construed to be
consistent with the requirements of Proposed Treasury Regulations section
1.409A-3(g)(5), except to the extent that such proposed regulations are
superseded by subsequent guidance.
(c)
For
purposes of this Agreement, the term “Change in Control Date” shall mean the
first date during the Employment Period on which a Change in Control occurs.
Anything in this Agreement to the contrary notwithstanding, if the Executive’s
employment with the Bank is terminated and if it is reasonably demonstrated
by
the Executive that such termination of Employment (i) was at the request of
a
third party who has taken steps reasonably calculated to effect a Change in
Control or (ii) otherwise arose in connection with or anticipation of a Change
in Control, then for all purposes of this Agreement the “Change in Control Date”
shall mean the date immediately prior to the date of such termination of
employment.
10.
Confidentiality. Unless he obtains prior written consent from the Bank or the
Company, the Executive shall keep confidential and shall refrain from using
for
the benefit of himself, or any person or entity other than the Bank, the Company
or any entity which is a subsidiary or affiliate of the Bank or the Company
or
of which the Bank or the Company is a subsidiary or affiliate, any material
document or information obtained from the Bank, the Company or from any of
their
respective parents, subsidiaries or affiliates, in the course of his employment
with any of them concerning their properties, operations or business (unless
such document or information is readily ascertainable from public or published
information or trade sources or has otherwise been made available to the public
through no fault of his own) until the same ceases to be material (or becomes
so
ascertainable or available); provided, however, that nothing in this Section
10
shall prevent the Executive, with or without the Bank’s or the Company’s
consent, from participating in or disclosing documents or information in
connection with any judicial or administrative investigation, inquiry or
proceeding to the extent that such participation or disclosure is required
under
applicable law.
11.
Non-Solicitation; Non-Competition; Post-Termination Cooperation.
(a)
The
Executive hereby covenants and agrees that, for a period of one year following
his termination of employment with the Bank, he shall not, without the written
consent of the Bank, either directly or indirectly:
(1)
solicit, offer employment to, or take any other action intended (or that a
reasonable person acting in like circumstances would expect) to have the effect
of causing any officer or employee of the Bank, the Company or any of their
respective subsidiaries or affiliates to terminate his or her employment and
accept employment or become affiliated with, or provide services for
compensation in any capacity whatsoever to, any business whatsoever that
competes with the business of the Bank or the Company or any of their direct
or
indirect subsidiaries or affiliates or has headquarters or offices within the
counties in which the Bank or the Company has business operations or has filed
an application for regulatory approval to establish an office; or
(2)
solicit, provide any information, advice or recommendation or take any other
action intended (or that a reasonable person acting in like circumstances would
expect) to have the effect of causing any customer of the Bank or the Company
to
terminate an existing business or commercial relationship with the Bank or
the
Company.
(b)
The
Executive hereby covenants and agrees that following any termination of
employment, he shall not, without the written consent of the Bank, either
directly or indirectly: become an officer, employee, consultant, director,
independent contractor, agent, sole proprietor, joint venturer, greater than
5%
equity-owner or stockholder, partner or trustee of any savings bank, savings
and
loan association, savings and loan holding company, credit union, bank or bank
holding company, insurance company or agency, any mortgage or loan broker or
any
other entity competing with the Bank or its affiliates in the same geographic
locations where the Bank or its affiliates has business interests. If
Executive’s employment is terminated within the Initial Period, this restriction
shall apply for the greater of six months or the remainder of the Initial
Period, but in no event more than one year following termination. If Executive’s
employment
is terminated after the Initial Period, this restriction shall apply for the
greater of six months or the remainder of the Employment Period, but in no
event
for more than one year following termination. Notwithstanding the foregoing,
the
restriction contained in this Section 11(b) shall not apply if the Executive’s
employment is terminated following a Change in Control.
Page7
(c)
Executive shall, upon reasonable notice, furnish such information and assistance
to the Bank and/or the Company, as may reasonably be required by the Bank and/or
the Company, in connection with any litigation in which it or any of its
subsidiaries or affiliates is, or may become, a party; provided, however, that
Executive shall not be required to provide information or assistance with
respect to any litigation between the Executive and the Bank, the Company or
any
of its subsidiaries or affiliates.
(d)
All
payments and benefits to the Executive under this Agreement shall be subject
to
the Executive’s compliance with this Section. The parties hereto, recognizing
that irreparable injury will result to the Bank, its business and property
in
the event of the Executive’s breach of this Section 11, agree that, in the event
of any such breach by the Executive, the Bank and/or the Company will be
entitled, in addition to any other remedies and damages available, to an
injunction to restrain the violation hereof by the Executive and all persons
acting for or with the Executive. The Executive represents and admits that
the
Executive’s experience and capabilities are such that the Executive can obtain
employment in a business engaged in other lines and/or of a different nature
than the Bank, and that the enforcement of a remedy by way of injunction will
not prevent the Executive from earning a livelihood. Nothing herein will be
construed as prohibiting the Bank and the Company from pursuing any other
remedies available to them for such breach or threatened breach, including
the
recovery of damages from the Executive.
12.
Additional Termination and Suspension Provisions
(a)
Notwithstanding anything herein contained to the contrary, any payments to
Executive by the Bank and/or the Company, whether pursuant to this Agreement
or
otherwise, are subject to and conditioned upon their compliance with Section
18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and
the regulations promulgated thereunder in 12 C.F.R. Part 359.
(b)
Notwithstanding any other provision in this Agreement, (i) the Bank or the
Company may terminate or suspend this Agreement and the employment of the
Executive hereunder, as if such termination were a Termination for Cause under
Section 8(a) hereof, to the extent required by federal or state laws or
regulations related to banking, to deposit insurance or bank holding companies
or by regulations or orders issued by the Comptroller of the Currency, the
Federal Deposit Insurance Corporation or the Board of Governors of the Federal
Reserve System and (ii) no payment shall be required to be made to Executive
under this Agreement to the extent such payment is prohibited by applicable
law
regulation or order issued by a banking agency or a court of competent
jurisdiction; provided, that it shall be the Bank’s or the Company’s burden to
prove that any such action was so required.
13.
Arbitration; Legal Fees.
(a)
Arbitration. In the event that any dispute should arise between the parties
as
to the meaning, effect, performance, enforcement, or other issue in connection
with this Agreement, which dispute cannot be resolved by the parties, the
dispute shall be decided by final and binding arbitration of a panel of three
arbitrators. Proceedings in arbitration and its conduct shall be governed by
the
rules of the American Arbitration Association (“AAA”) applicable to commercial
arbitrations (the “Rules”) except as modified by this Section. The Executive
shall appoint one arbitrator, the Bank shall appoint one arbitrator, and the
third shall be appointed by the two arbitrators appointed by the parties. The
third arbitrator shall be impartial and shall serve as chairman of the panel.
The parties shall appoint their arbitrators within thirty (30) days after the
demand for arbitration is served, failing which the AAA promptly shall appoint
a
defaulting party’s arbitrator, and the two arbitrators shall select the third
arbitrator within fifteen (15) days after their appointment, or if they cannot
agree or fail to so appoint, then the AAA promptly shall appoint the third
arbitrator. The arbitrators shall render their decision in writing within thirty
(30) days after the close of evidence or other termination of the proceedings
by
the panel, and the decision of a majority of the arbitrators shall be final
and
binding upon the parties, nonappealable, except in accordance with the Rules
and
enforceable in accordance with the applicable state law. Any hearings in the
arbitration shall be held in Suffolk County, New York unless the parties shall
agree upon a different venue, and shall be private and not open to the public.
Each party shall bear the fees and expenses of its arbitrator, counsel, and
witnesses, and the fees and expenses of the third arbitrator shall be shared
equally by the parties. The other costs of the arbitration, including the fees
of AAA, shall be borne as directed in the decision of the
panel.
Page8
(b)
Legal
Fees and Other Expenses. If the Executive is successful on the merits of the
dispute, as determined in the arbitration, all legal fees and such other
expenses as reasonably incurred by the Executive as a result of or in connection
with or arising out of the dispute, shall be paid by the Bank and/or the
Company.
14.
Indemnification and Insurance.
(a)
The
Bank and/or the Company shall provide the Executive (including his heirs,
executors and administrators) with coverage under a standard directors’ and
officers’ liability insurance policy at its expense, and shall indemnify
Executive (and his heirs, executors and administrators) to the fullest extent
permitted under applicable law against all expenses and liabilities reasonably
incurred by him in connection with or arising out of any action, suit or
proceeding in which he may be involved by reason of his having been an officer
of the Bank and/or the Company (whether or not he continues to be an officer
at
the time of incurring such expenses or liabilities), such expenses and
liabilities to include, but not be limited to, judgments, court costs and
attorneys’ fees and the cost of reasonable settlements (such settlements must be
approved by the Board); provided, however, that neither the Bank nor the Company
shall be required to indemnify or reimburse Executive for legal expenses or
liabilities incurred in connection with an action, suit or proceeding arising
from any illegal or fraudulent act committed by Executive. Any such
indemnification shall be made consistent with Section 18(k) of the Federal
Deposit Insurance Act, 12 U.S.C. §1828(k), and the regulations issued thereunder
in 12 C.F.R. Part 359.
15.
Notices. The persons or addresses to which mailings or deliveries shall be
made
may change from time to time by notice given pursuant to the provisions of
this
Section. Any notice or other communication given pursuant to the provisions
of
this Section shall be deemed to have been given (i) if sent by messenger, upon
personal delivery to the party to whom the notice is directed; (ii) if sent
by
reputable overnight courier, one business day after delivery to such courier;
(iii) if sent by facsimile, upon electronic or telephonic confirmation of
receipt from the receiving facsimile machine and (iv) if sent by mail, three
business days following deposit in the United States mail, properly addressed,
postage prepaid, certified or registered mail with return receipt requested.
All
notices required or permitted to be given hereunder shall be addressed as
follows:
If
to the
Executive: ▇▇▇▇▇▇
▇.
▇▇▇▇▇
▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
If
to the
Company
and
the
Bank: Bridgehampton
National Bank
▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:
President and Chief Executive Officer
With
a
copy to:
▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, PC
▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Attention:
▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
16. Amendment.
No modifications of this Agreement shall be valid unless made in writing and
signed by the parties hereto.
17. Miscellaneous.
(a) Notice
of
Termination. Any termination of Executive’s employment by the Bank and/or the
Company shall be communicated in writing to the Executive, and any voluntary
termination of employment by the Executive shall be communicated in writing
to
the Bank and/or the Company.
Page9
(b) Successors
and Assigns. This Agreement will inure to the benefit of and be binding upon
the
Executive, his legal representatives and estate and intestate distributees,
and
the Company and the Bank, their successors and assigns, including any successor
by merger or consolidation or a statutory receiver or any other person or firm
or corporation to which all or substantially all of the assets and business
of
the Bank or the Company may be sold or otherwise transferred. Any such successor
of the Bank or the Company shall be deemed to have assumed this Agreement and
to
have become obligated hereunder to the same extent as the Company and Bank,
and
the Executive’s obligations hereunder shall continue in favor of such
successor.
(c) Severability.
A determination that any provision of this Agreement is invalid or unenforceable
shall not affect the validity or enforceability of any other provision
hereof.
(d) Waiver.
Failure to insist upon strict compliance with any terms, covenants or conditions
hereof shall not be deemed a waiver of such term, covenant or condition. A
waiver of any provision of this Agreement must be made in writing, designated
as
a waiver, and signed by the party against whom its enforcement is sought. Any
waiver or relinquishment or any right or power hereunder at any one or more
times shall not be deemed a waiver or relinquishment of such right or power
at
any other time or times.
(e) Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, and all of which shall constitute one and the same
Agreement.
(f) Governing
Law. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York, without reference to
conflicts of law principles, except to the extent governed by federal law in
which case federal law shall govern.
(g) Headings
and Construction. The headings of sections in this Agreement are for convenience
of reference only and are not intended to qualify the meaning of any Section.
Any reference to a Section number shall refer to a Section of this Agreement,
unless otherwise specified.
(h) Entire
Agreement. This instrument contains the entire agreement of the parties relating
to the subject matter hereof, and supersedes in its entirety any and all prior
agreements, understandings or representations relating to the subject matter
hereof.
(i) Source
of
Payments. All payments provided in this Agreement shall be timely paid in cash
or check from the general funds of the Bank. The Company, however,
unconditionally guarantees payment and provision of all amounts and benefits
due
hereunder to Executive and, if such amounts and benefits are not timely paid
or
provided by the Bank, such amounts and benefits shall be paid or provided by
the
Company.
Page10
IN
WITNESS WHEREOF, the Bank and the Company have caused this Agreement to be
executed and the Executive has hereunto set his hand, all as of the Effective
Date specified above.
EXECUTIVE
June
26, 2006 /s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Date
▇▇▇▇▇▇
▇.
▇▇▇▇▇
BRIDGEHAMPTON
NATIONAL
BANK
June
26, 2006 By:
/s/
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Date ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
Chairman of the Board
BRIDGE
BANCORP,
INC.
June
26, 2006
By:
/s/
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Date ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
Chairman
of the Board
Page11