Dime Community Bancshares, Inc. /NY/ Sample Contracts

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT FOR THOMAS J. TOBIN
Employment Agreement • October 15th, 2007 • Bridge Bancorp Inc • National commercial banks • New York
EMPLOYMENT AGREEMENT --------------------
Employment Agreement • March 28th, 1997 • Bridge Bancorp Inc • National commercial banks • Connecticut
bridge bancorp, inc. Issuer and Wilmington Trust, National Association Trustee Indenture
Indenture • March 15th, 2019 • Bridge Bancorp Inc • National commercial banks • New York

INDENTURE dated as of _________________, between BRIDGE BANCORP, inc., a New York corporation (the "Company"), having its principal office at 2200 Montauk Highway, Bridgehampton, New York, 11932, and Wilmington Trust, National Association, a Delaware corporation (the "Trustee"), having its principal office at 1100 N. Market Street, Wilmington, Delaware 19890.

3,906,250 Shares1 Dime Community Bancshares, Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • November 13th, 2024 • Dime Community Bancshares, Inc. /NY/ • National commercial banks
BRIDGE BANCORP, INC. COMMON STOCK PAR VALUE $0.01 PER SHARE SALES AGENCY AGREEMENT
Sales Agency Agreement • November 21st, 2011 • Bridge Bancorp Inc • National commercial banks • New York

Bridge Bancorp, Inc., a New York corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell from time to time through Sandler O’Neill & Partners, L.P., as sales agent (the “Agent” or “you”), shares of the common stock, par value $0.01 per share (“Common Stock”) of the Company, having an aggregate gross sales price of up to $10 million (the “Shares”) on the terms set forth in this agreement (this “Agreement”). The Company agrees that whenever it determines to sell the Common Stock directly to the Agent, as principal or otherwise other than as set forth in Section 2 hereof, it will enter into a separate agreement, which will include customary terms and conditions consistent with the representations, warranties and provisions in this Agreement and which will be agreed upon by the parties thereto (each, a “Terms Agreement”).

Dime Community Bancshares, Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • May 4th, 2022 • Dime Community Bancshares, Inc. /NY/ • National commercial banks • New York
CHANGE IN CONTROL EMPLOYMENT AGREEMENT
Change in Control Employment Agreement • February 28th, 2023 • Dime Community Bancshares, Inc. /NY/ • National commercial banks • New York

THIS CHANGE IN CONTROL EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into, as of February 1, 2019, by and between Dime Community Bancshares, Inc., a Delaware corporation (the “Company”) and Ms. Patricia Schaubeck (“Executive”).

VOTING AGREEMENT
Voting Agreement • July 2nd, 2020 • Bridge Bancorp, Inc. • National commercial banks • New York

This Voting Agreement (this “Agreement”), dated as of July 1, 2020, is entered into by and between Dime Community Bancshares, Inc., a Delaware corporation, (“DCB”) and the undersigned party (the “Shareholder”).

Bridge Bancorp, Inc. 1,613,000 Shares of Common Stock $0.01 Par Value Per Share Underwriting Agreement
Underwriting Agreement • November 28th, 2016 • Bridge Bancorp Inc • National commercial banks • New York
1,675,000 Shares1 BRIDGE BANCORP, INC. Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENT
Underwriting Agreement • October 3rd, 2013 • Bridge Bancorp Inc • National commercial banks • New York

As described in the Prospectus referred to below, the Issuer has entered into a definitive agreement, dated as of September 27, 2013 (the “Merger Agreement”) to acquire FNBNY Bancorp and its wholly owned subsidiary, the First National Bank of New York (collectively “FNBNY”). The consummation of the transactions contemplated by the Merger Agreement are to occur subsequent to the Closing Date (as defined below) and any Option Closing Date (as defined below).

FORM OF EMPLOYMENT AGREEMENT
Employment Agreement • March 9th, 2018 • Bridge Bancorp Inc • National commercial banks • New York

This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 9, 2018 (the “Effective Date”) by and between Bridge Bancorp, Inc. (the “Company”), a New York corporation, BNB Bank (the “Bank”), a New York chartered commercial bank and a wholly owned subsidiary of the Company, and (the “Executive”).

Restricted Stock Award
Restricted Stock Award • June 21st, 2021 • Dime Community Bancshares, Inc. /NY/ • National commercial banks

This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2021 Equity Incentive Plan (the “Plan”) of Dime Community Bancshares, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and related prospectus have been provided to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee appointed to administer the Plan (“Committee”) or the Board of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used here

Stock Option
Stock Option Agreement • June 21st, 2021 • Dime Community Bancshares, Inc. /NY/ • National commercial banks

This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2021 Equity Incentive Plan (the “Plan”) of Dime Community Bancshares, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and related prospectus have been provided to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee appointed to administer the Plan (“Committee”) or the Board of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used herein but not defined will have the same meaning as in the Plan.

Performance-based Restricted Stock Award
Restricted Stock Award • June 21st, 2021 • Dime Community Bancshares, Inc. /NY/ • National commercial banks

This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2021 Equity Incentive Plan (the “Plan”) of Dime Community Bancshares, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and related prospectus have been provided to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee appointed to administer the Plan (“Committee”) or the Board of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used here

Restricted Stock Unit Award
Restricted Stock Unit Award • June 21st, 2021 • Dime Community Bancshares, Inc. /NY/ • National commercial banks

This restricted stock unit agreement (“Restricted Stock Unit Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2021 Equity Incentive Plan (the “Plan”) of Dime Community Bancshares, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and related prospectus have been provided to each person granted a Restricted Stock Unit Award pursuant to the Plan. The holder of this Restricted Stock Unit Award (the “Participant”) hereby accepts this Restricted Stock Unit Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee appointed to administer the Plan (“Committee”) or the Board of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Ca

EMPLOYMENT AGREEMENT
Employment Agreement • March 12th, 2009 • Bridge Bancorp Inc • National commercial banks • New York

This Employment Agreement (“Agreement”) was originally 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 2200 Montauk Highway, Bridgehampton, New York (“Bank”), Bridge Bancorp, Inc., the holding company for the Bank (the “Company”), and Howard H. Nolan (“Executive”). The Agreement is hereby amended effective as of January 1, 2008, as provided below, in order to conform the Agreement to Section 409A of the Internal Revenue Code, as amended (the “Code”) and the final regulations (the “Final Regulations”) promulgated thereunder, and for certain other purposes.

Stock Option
Stock Option Agreement • June 21st, 2021 • Dime Community Bancshares, Inc. /NY/ • National commercial banks

This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2021 Equity Incentive Plan (the “Plan”) of Dime Community Bancshares, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and related prospectus have been provided to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee appointed to administer the Plan (“Committee”) or the Board of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used herein but not defined will have the same meaning as in the Plan.

FORM OF AMENDMENT TO EMPLOYMENT AGREEMENT AND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 11th, 2020 • Bridge Bancorp, Inc. • National commercial banks • New York

This Amendment, dated as of ____ __, 2020 (the “Amendment”), to the Employment Agreement [Amended and Restated Employment Agreement], dated as of _______ __ (as amended, the “Agreement”), by and between Bridge Bancorp, Inc., BNB Bank, and ___________ (the “Executive”).

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FORM OF] DEFENSE OF TAX POSITION AGREEMENT
Defense of Tax Position Agreement • October 15th, 2020 • Bridge Bancorp, Inc. • National commercial banks • New York

THIS DEFENSE OF TAX POSITION AGREEMENT (the “Agreement”) is entered into as of this 9th day of October, 2020, but shall be effective upon the Effective Time (as defined in the Merger Agreement defined below) (hereinafter the “Effective Date”) by and between [________________], a [__________] corporation (the “Company”), and [______________] (the “Executive”).

SETTLEMENT AND RELEASE AGREEMENT
Settlement and Release Agreement • February 1st, 2021 • Dime Community Bancshares, Inc. /NY/ • National commercial banks • New York

This Settlement and Release Agreement (the “Agreement”) is entered into as of January 26, 2021 by and among Howard H. Nolan (the “Executive”), Bridge Bancorp, Inc., a New York corporation (“Bridge”), and BNB Bank.

BRIDGE STATUTORY CAPITAL TRUST II AMENDED AND RESTATED TRUST AGREEMENT AMONG BRIDGE BANCORP, INC., AS DEPOSITOR, WILMINGTON TRUST COMPANY, AS PROPERTY TRUSTEE, WILMINGTON TRUST COMPANY, AS DELAWARE TRUSTEE, AND THE ADMINISTRATIVE TRUSTEES NAMED HEREIN...
Trust Agreement • October 26th, 2009 • Bridge Bancorp Inc • National commercial banks • Delaware

AMENDED AND RESTATED TRUST AGREEMENT, dated as of October 23, 2009, among (i) BRIDGE BANCORP, INC., a New York corporation (including any successors or assigns, the “Depositor”), (ii) WILMINGTON TRUST COMPANY, a Delaware banking corporation duly organized and existing under the laws of the State of Delaware, as property trustee (the “Property Trustee” and, in its separate corporate capacity and not in its capacity as Property Trustee, the “Bank”), (iii) WILMINGTON TRUST COMPANY, a Delaware banking corporation duly organized and existing under the laws of the State of Delaware, as Delaware trustee (the “Delaware Trustee”, and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the “Delaware Bank”), (iv) Kevin M. O’Connor, an individual, Howard H. Nolan, an individual and William Araneo, an individual, each of whose address is c/o Bridge Bancorp, Inc., 2200 Montauk Highway, Bridgehampton, New York 11932 (each an “Administrative Trustee” and collectively the “

AGREEMENT AND GENERAL RELEASE
Agreement and General Release • June 15th, 2021 • Dime Community Bancshares, Inc. /NY/ • National commercial banks • New York
FORM OF] EXECUTIVE CHAIRMAN AND SEPARATION AGREEMENT
Executive Chairman and Separation Agreement • October 15th, 2020 • Bridge Bancorp, Inc. • National commercial banks • New York

THIS EXECUTIVE CHAIRMAN AND SEPARATION AGREEMENT (the “Agreement”) is entered into as of this 9th day of October, 2020, but shall be effective upon the Effective Time (as defined in the Merger Agreement defined below) (hereinafter the “Effective Date”) by and between Dime Community Bancshares, Inc., a Delaware corporation (“Company”), and Kenneth J. Mahon (the “Executive” or “Executive Chairman”).

NON-COMPETITION AND CONSULTING AGREEMENT
Non-Competition and Consulting Agreement • February 1st, 2021 • Dime Community Bancshares, Inc. /NY/ • National commercial banks • New York

THIS NON-COMPETITION AND CONSULTING AGREEMENT (this “Agreement”), dated as of January 26, 2021, is entered into by and among Bridge Bancorp, Inc., a New York corporation (“Bridge”), BNB Bank, a wholly owned subsidiary of Bridge, and Howard H. Nolan (“Mr. Nolan” and together with Bridge and BNB Bank, the “Parties”).

MATERIAL CONTRACTS ADDENDUM TO EMPLOYMENT AGREEMENT BY AND BETWEEN BRIDGEHAMPTON NATIONAL BANK, BRIDGE BANCORP, INC. AND HOWARD H. NOLAN
Employment Agreement • August 8th, 2007 • Bridge Bancorp Inc • National commercial banks

This Addendum (the “Addendum”) to that certain employment agreement (the “Employment Agreement”) by and between Bridgehampton National Bank, a bank organized and existing under the laws of the United States of America (the “Bank”), with its principal administrative office at 2200 Montauk Highway, Bridgehampton, New York, Bridge Bancorp, Inc., the holding company of the Bank (the “Company”), and Howard H. Nolan (“Executive”) is made effective as of this 21st day of May, 2007.

AGREEMENT AND PLAN OF MERGER BY AND AMONG BRIDGE BANCORP, INC., THE BRIDGEHAMPTON NATIONAL BANK AND HAMPTONS STATE BANK DATED AS OF FEBRUARY 8, 2011
Merger Agreement • February 10th, 2011 • Bridge Bancorp Inc • National commercial banks • New York

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of February 8, 2011, by and among Bridge Bancorp, Inc., a New York corporation (“Bridge”), The Bridgehampton National Bank, a national bank (“Bridge Bank”), and Hamptons State Bank, a bank chartered under the laws of the State of New York (“Hamptons”).

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 23rd, 2021 • Dime Community Bancshares, Inc. /NY/ • National commercial banks • New York

Second Amendment, effective as of December 23, 2021 (the “Amendment”), to the Employment Agreement, dated as of October 9, 2020, as amended by Amendment to Employment Agreement, dated as of June 28, 2021 (the “Agreement”), by and between Dime Community Bancshares, Inc., a New York corporation (the “Company”), Dime Community Bank, a New York chartered trust company and a wholly owned subsidiary of the Company (the “Bank”), and Stuart H. Lubow (“Executive”). Capitalized terms which are not defined herein shall have the same meaning as set forth in the Agreement.

SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 8th, 2016 • Bridge Bancorp Inc • National commercial banks • New York

Second Amendment, dated as of July 20, 2016 (the “Amendment”), to the Amended and Restated Employment Agreement, dated as of June 26, 2015 (as amended, the “Agreement”), by and between Bridge Bancorp, Inc., The Bridgehampton National Bank, and Howard H. Nolan (the “Executive”). Capitalized terms which are not defined herein shall have the same meaning as set forth in the Agreement.

FORM OF AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • June 28th, 2021 • Dime Community Bancshares, Inc. /NY/ • National commercial banks • New York

Amendment, dated as of June 28, 2021 (the “Amendment”), to the Employment Agreement, dated as of ___________ ___, 2020 (the “Agreement”), by and between Dime Community Bancshares, Inc., a New York corporation (the “Company”), Dime Community Bank, a New York chartered trust company and a wholly owned subsidiary of the Company (the “Bank”), and _____________________________ (“Executive”). Capitalized terms which are not defined herein shall have the same meaning as set forth in the Agreement.

AGREEMENT AND PLAN OF MERGER BY AND BETWEEN BRIDGE BANCORP, INC. THE BRIDGEHAMPTON NATIONAL BANK AND COMMUNITY NATIONAL BANK DATED AS OF DECEMBER 14, 2014
Merger Agreement • December 18th, 2014 • Bridge Bancorp Inc • National commercial banks • New York

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of December 14, 2014, by and between Bridge Bancorp, Inc., a New York corporation (“Bridge Bancorp”), The Bridgehampton National Bank (“Bridge Bank”), a wholly owned subsidiary of Bridge Bancorp, and Community National Bank, a national banking association (“CNB”).

FIRST AMENDMENT TO CHANGE IN CONTROL EMPLOYMENT AGREEMENT
Change in Control Employment Agreement • February 28th, 2023 • Dime Community Bancshares, Inc. /NY/ • National commercial banks • New York

First Amendment, dated as of April 30, 2021 (the "Amendment"), to the Change in Control Employment Agreement, dated as of February l, 2019 (as amended, the "Agreement"), by and between Dime Community Bancshares, Inc., a New York corporation (the "Company") and Patricia Schaubeck ("Executive"). Capitalized terms which are not defined herein shall have the same meaning as set forth in the Agreement.

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