EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of January 27,
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1997 and made effective as of January 1, 1997, by and among BRIDGEHAMPTON
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NATIONAL BANK (the "Bank"), BRIDGE BANCORP, INC. (the "Company") (the Bank and
the Company, collectively, the "Employers") and Xxxxxx X. Xxxxx (the
"Employee").
WHEREAS, the respective Boards of Directors of the Employers (the
"Boards") have approved and authorized the entry into this Agreement with the
Employee;
WHEREAS, the Employee is currently serving as the President and Chief
Executive Officer of the Employers under an Employment Agreement dated as of
April 1, 1992 (the "Prior Agreement");
WHEREAS, the parties desire to enter into this Agreement to set forth
the terms and conditions for the employment relationships of the Employee with
the Employers and to replace and supersede the Prior Agreement.
NOW, THEREFORE, it is AGREED as follows:
1. EMPLOYMENT. The Employee is employed as the President and Chief
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Executive Officer of the Employers from the date hereof through the term of this
Agreement. As an executive of the Employers, the Employee shall render
executive, policy, and other management services to the Employers of the type
customarily performed by persons serving in similar executive officer
capacities. As Chief Executive Officer, the Employee shall be responsible for
implementing the policies of the Boards and shall report to the Boards, except
as otherwise determined by the Boards. All other officers of the Employers shall
report directly to the Employee, except as the Employee or the Boards shall
otherwise determine, and except that the internal auditor shall report directly
to the Boards. The Employee shall also perform such duties as the Boards may
from time to time reasonably direct and the Boards may modify the titles and
duties of the Employer, in their discretion, provided that such titles and
duties shall be reasonably commensurate with the education and experience of the
Employee, taking into consideration any changes in the size of the Employers or
the nature of their business or assets after the date hereof. During the term of
this Agreement, the Employee shall not be required to relocate anywhere outside
the area comprised of the Towns of Southampton, East Hampton, Shelter Island,
Southold and Riverhead, New York in order to perform the services hereunder.
2. SALARY AND BONUSES.
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(a) The Employers agree to pay the Employee during the term of this
Agreement a base salary at an annual rate equal to $182,500.00, with the salary
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to be reviewed no less frequently than annually during the term of this
Agreement and adjusted as determined by the Boards. In determining salary
adjustments, the Boards may consider changes in the cost of living as well as
the performance of the Employers and the Employee's individual performance and
achievements.
(b) In additition to his base salary under this Section 2, the Employee
shall be eligible to receive such discretionary bonuses as may be authorized,
declared and paid by the Boards. No other compensation provided for in this
Agreement shall be deemed a substitute for such bonuses when and as declared by
the Boards.
(c) The salary under this Section 2 shall be payable by the Bank to the
Employee in accordance with the Bank's usual payroll practices for executive
employees. The Company agrees to reimburse the Bank for a portion of the
compensation paid to the Employee hereunder, which portion shall represent an
appropriate allocation for the services rendered to the Company hereunder.
(d) The Employee shall be entitled to receive fees in addition to his
compensation hereunder for serving as a director of the Company, the Bank, or
any subsidiary, or for serving as a member of any committee of the Board of
Directors of the Company, the Bank, or any subsidiary.
3. PARTICIPATION IN RETIREMENT AND EMPLOYEE BENEFIT PLANS; FRINGE BENEFITS;
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INSURANCE BENEFITS.
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(a) The Employee shall be entitled to participate in any plan of the
Employers or either of them relating to stock options, stock purchases, pension,
thrift, profit sharing, employee stock ownership, group life insurance, medical
coverage, disability insurance, education, or other retirement or employee
benefits that the Bank or the Company has adopted or may adopt, on a basis no
less favorable to the Employee than that applicable to other executive
employees. The Employee shall also be entitled to participate in any other
fringe benefits that are now or may be or become applicable to the Company's or
the Bank's executive employees, including the payment of reasonable expenses for
attending annual and periodic meetings of trade associations, the provision of
an automobile primarily for business use and any other benefits that are
commensurate with the duties and responsibilities to be performed by the
Employee under this Agreement. Participation in these plans and fringe benefits
(other than pursuant to a salary reduction agreement executed by the Employee)
shall not reduce the salary and any bonus payable to the Employee under Section
2 hereof.
(b) In addition to the benefits enumerated above, during the term of this
Agreement the Employee shall be entitled to the benefits of a special disability
income policy (Guardian Policy No. G718042) and a supplemental retirement income
plan with a preretirement death benefit (Guardian Policy No. 3505768) purchased
by and at the expense of the Company or the Bank (collectively the "Policies").
The Employee shall be the owner of the Policies and shall be entitled to
designate the beneficiary or beneficiaries of the Policies. All costs and
expenses of the Employers in connection with the Policies in excess of those
that are excludable from the Employee's income under applicable law shall be
reported as compensation income to the Employee and the Employee shall be
responsible for the payment of any and all taxes related to such amounts.
4. TERM. The initial term of employment under this Agreement shall be for a
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period commencing on the date hereof and ending on December 31, 2001 The
Employers may renew this
Agreement by written notice to the Employee for one additional year on January
1, 1998 and each subsequent January 1 during the term of this Agreement, unless
the Employee gives contrary written notice to the other parties hereto before
such renewal date. If at any time during the term of this Agreement, there is a
"Change in Control" (as defined in Section 8(b) hereof), the provisions of
Sections 7 and 8 hereof shall continue to apply for two years from the date of
such Change in Control regardless of whether the term of this Agreement is
subsequently renewed under this Section 4. The initial term and all such renewed
terms are collectively referred to herein as the "term of this Agreement."
5. STANDARDS. The Employee shall perform the Employee's duties and
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responsibilities under this Agreement in accordance with such reasonable
standards as may be established from time to time by the Boards. The
reasonableness of such standards shall be measured against standards for
executive performance generally prevailing in the commercial banking industry.
6. VOLUNTARY ABSENCES; VACATIONS. The Employee shall be entitled, without
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without loss of pay, to be absent voluntarily for reasonable periods of time
from the performance of the duties and responsibilities under this Agreement.
All such voluntary absences shall count as paid vacation time, unless the Boards
otherwise approve. The Employee shall be entitled to an annual paid vacation of
four weeks per year or such longer period as the Boards may approve. The timing
of paid vacations shall be scheduled in a reasonable manner by the Employee. The
Employee shall not be entitled (i) to receive any additional compensation from
the Bank on account of failure to take a paid vacation or (ii) to accumulate
unused paid vacation time from one calendar year to the next.
7. TERMINATION OF EMPLOYMENT.
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(a) (i) The Boards may terminate the Employee's employment at any time, but
any termination other than termination for "Cause" shall not prejudice the
Employee's right to compensation or other benefits under this Agreement. The
Employee shall have no right to receive compensation or other benefits for any
period after termination for Cause. "Cause" shall mean the Employee's personal
dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving
personal profit, intentional failure to perform material stated duties, willful
violation of any law, rule, or regulation (other than traffic violations or
similar offenses) or final cease-and-desist order, the violation of which has a
material adverse effect on the Employers or either of them, or material breach
of any provision of this Agreement. In determining incompetence, the acts or
omissions shall be measured against standards generally prevailing in the
commercial banking industry; provided, it shall be the burden of the Employers
to prove the alleged acts and omissions and the prevailing nature of the
standards the Employers shall have alleged are violated by such acts and/or
omissions.
(ii) For purposes of this Agreement, a termination of employment by the
Employee for "Good Reason" shall be treated as an involuntary termination of the
Employee's employment by the Employers without Cause. "Good Reason" shall mean:
(A) a material breach by the Employers or either of them of this Agreement or
(B) a reduction, without the prior written consent of the Employee, in his base
salary under Section 2 hereof or benefits provided to him under Section 3 hereof
(or both).
(iii) The parties acknowledge and agree that damages that will result to
Employee for termination without Cause shall be extremely difficult or
impossible to establish or prove, and agree that, subject to Section 8(c) below,
unless the termination is for Cause, the Bank shall be obligated, following such
termination, to continue to pay to the Employee as liquidated damages the
Employee's then current base salary under Section 2 of this Agreement for a
period equal to the remaining term of this Agreement, payable not less
frequently than monthly over such remaining term. The Employee agrees that,
except for such other payments and benefits to which the Employee may be
entitled as expressly provided by the terms of this Agreement or an employee
benefit plan or arrangement covering him, such liquidated damages shall be in
lieu of all other claims that the Employee may make by reason of such
termination. The liquidated damages amount shall not be reduced by any
compensation that the Employee may receive for other employment with another
employer after termination of his employment with the Employers.
(iv) In addition to the liquidated damages that are payable to the
Employee, the following shall apply in the event of any termination without
Cause or in the event of any termination subject to Section 8(a)(i) hereof: (1)
the Employee shall continue to participate in, and accrue benefits under, all
retirement, pension, profit-sharing, employee stock ownership, and other
deferred compensation plans of the Company or the Bank for the remaining term of
this Agreement (or following a "Change in Control" as defined below, if longer,
three years) as if the termination of employment of the Employee had not
occurred (with the Employee being deemed to receive annually for the purposes of
such plans the Employee's salary under Section 2 hereof as of the date of
termination or, if applicable, Change in Control, whichever is greater), except
to the extent that such continued participation and accrual is expressly
prohibited by law, or to the extent such plan constitutes a "qualified plan"
under Section 401 of the Internal Revenue Code of 1986, as amended (the "Code"),
in which case the Employers shall provide substantially equivalent benefits to
the Employee under a nonqualified plan; (2) the Employee shall be entitled to
continue to receive all other employee benefits referred to in Section 3 hereof
for the remaining term of this Agreement (or following a "Change in Control," if
longer, three years) as if the termination of employment had not occurred; and
(3) all insurance or other provisions for indemnification, defense or
hold-harmless of officers or directors of the Company or the Bank that are in
effect on the date the notice of termination is sent to the Employee shall
continue for the benefit of the Employee with respect to all of his acts and
omissions while an officer or director as fully and completely as if such
termination had not occurred, and until the final expiration or running of all
periods of limitation against action that may be applicable to such acts or
omissions; provided, however, that the Employers shall not be required to
provide the benefits described in clause (1) or (2) of this Section 7(a)(iv) to
the extent that the Employee has the right to receive substantially identical
benefits by reason of his employment by another employer following the
termination of his employment hereunder.
(b) The Employee shall have no right to terminate his employment under this
Agreement before the end of the term of this Agreement, unless (i) such
termination is approved in writing by the Boards or (ii) such termination is for
Good Reason (as defined above). It shall be the Employee's burden to prove the
alleged acts that constitute a material breach by the Employers of their
obligations under this Agreement.
(c) In the event the employment of the Employee is terminated by the
Employers without Cause under Section 7(a) hereof or the Employee's employment
is terminated in accordance with Section 8(a)(ii) hereof and the Bank fails to
make timely payment of any amount then payable to or for the benefit of the
Employee under this Agreement and such failure continues for more than 30 days,
the Employee shall be entitled to reimbursement for all reasonable costs,
including attorneys' fees, incurred by the Employee in taking action to collect
such amounts or otherwise to enforce this Agreement, plus interest on such
amounts at the prime rate (defined as the base rate on corporate loans at large
U.S. money center commercial banks as published by The Wall Street Journal),
compounded monthly, for the period from the date the payment is due until the
payment is made. Such reimbursement and interest shall be in addition to all
rights that the Employee is otherwise entitled to under this Agreement.
(d) In the event of the Employee's death during the term of this Agreement,
his estate shall be entitled to receive his accrued salary and bonus through the
date of his death. This Agreement shall thereupon terminate, except that any
vested rights of the Employee shall then be exercised by his estate.
(e) In the event that during the term of this Agreement the Employee is
unable to perform his duties hereunder because he is disabled within the meaning
of any policy of disability insurance maintained or provided by the Employers
under which he is entitled to benefits or, if there is no such policy, within
the meaning of Section 22(e) of the Code (a "Disability"), the Employee shall be
entitled to continue to receive (i) his base salary then in effect under Section
2 hereof, reduced by any benefits payable to the Employee under any such policy
of disability insurance, and (ii) his benefits then in effect under Section 3
hereof, for a period of one year following the occurrence of the Disability (or
until he ceases to be disabled, if earlier), and this Agreement shall terminate
following such one-year period (unless the Employee shall have returned to
employment hereunder before that date).
(f) Notwithstanding any other provision in this Agreement, (i) the
Employers may terminate or suspend this Agreement and the employment of the
Employee hereunder, as if such termination were for Cause under Section 7(a)(i)
hereof and for Willful Misconduct under Section 8(a)(ii) hereof, to the extent
required by the laws of the State of New York related to banking, by applicable
federal law relating to deposit insurance or bank holding companies or by
regulations or orders issued by the Banking Commissioner of the State of New
York, 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 the
Employee 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 Employers' burden to
prove that any such action was so required.
8. CHANGE IN CONTROL.
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(a) (i) If during the term of this Agreement there is a Change in Control
(as defined below) and the Employee's employment by the Employers is terminated
in accordance with Section 8(a)(ii), the Employee shall be entitled to receive
as a severance payment for services previously rendered to the Employers a lump
sum cash payment equal to 2.99 times the sum of the
Employee's base salary in effect under Section 2 hereof as of date of the Change
in Control or the date of termination, whichever is greater, plus the amount of
bonuses paid to the Employee during the 12 months preceding the Change in
Control (subject to Sections 7(f) above and 8(c) below). Payment under this
Section 8(a)(i) shall be in lieu of any amount owed to the Employee as
liquidated damages for termination without Cause under Section 7 hereof.
However, payment under this Section 8(a) shall not be reduced by any
compensation that the Employee may receive from other employment with another
employer after termination of the Employee's employment. In addition, Sections
7(a)(iv) and 7(c) shall apply in the case of any termination of employment
within the scope of this Section 8(a). Payment to the Employee of severance
under this Section 8(a) shall be made on or before the Employee's last day of
employment with the Employers.
(ii) For purposes of this Agreement, the Employee's employment by the
Employers shall be considered terminated "in accordance with Section 8(a)(ii)"
if a Change in Control shall occur, and in connection with such Change in
Control or within two years thereafter either (x) the Employee's employment with
the Employers shall be terminated as a result of an Actual Termination (as
defined below), or (y) the Employee's employment with the Employers shall
terminate after an event that would constitute Good Reason (as defined above);
and the following terms shall have the meanings set out below:
(A) "Actual Termination" means involuntary termination of the
Employee's employment with the Employers for any reason other than Willful
Misconduct, Disability, death or Retirement.
(B) "Willful Misconduct" means (I) the continued willful failure by
the Employee to substantially perform his duties with the Employers or
either of them (other than any such failure resulting from the Employee's
incapacity due to physical or mental illness) after a written demand for
substantial performance is delivered to the Employee by the Boards (or
either of the Boards) that specifically identifies the manner in which the
Employee has not substantially performed his duties and after a reasonable
time period has run to allow the Employee to perform, (II) willful conduct
that is a material violation of the Bank's written ethics policy or
applicable law and that is materially injurious to the Employers or either
of them, (III) other willful and wrongful conduct by the Employee that
causes substantial and material injury to the business and operations of
the Employers or either of them, the continuation of which, in the
reasonable judgment of the Boards (or either of the Boards), will continue
to substantially and materially injure the business and operations of the
Employers (or either of them) in the future, or (IV) conviction of the
Employee of a felony involving moral turpitude; provided, that an act or
failure to act shall not be considered "willful" unless done, or omitted to
be done, in bad faith and without reasonable belief that the Employee's
action or omission was in the best interests of the Employers;
(C) "Retirement" means termination of the Employee based on the
Employee's having reached the earlier of age 65 or the normal retirement
age as defined under Bank's employee's pension plan, if permissible under
applicable law.
(D) "Date of Termination" means the date specified in the notice of
termination.
(b) For purposes of this Agreement, a "Change in Control" shall be deemed
to have taken place if: (i) any person becomes the beneficial owner of more than
50 percent of the total number of voting shares of the Company; (ii) any person
(other than the persons named as proxies solicited on behalf of the Board of
Directors of the Company) holds revocable or irrevocable proxies as to the
election or removal of members of the board of directors of the Company, for
more than 50 percent of the total number of voting shares of the Company; (iii)
any person (other than a person controlled directly or indirectly by the
Company) becomes the beneficial owner of more than 50 percent of the total
number of voting shares of the Bank; (iv) any person has received all required
approvals of applicable regulatory authorities to acquire control of the Company
or the Bank; or (v) as the result of, or in connection with, any cash tender or
exchange offer, merger, or other business combination, sale of assets or
contested election, or any combination of the foregoing transactions, the
persons who were directors of the Company immediately before such transaction
shall cease to constitute at least one-half of the members of the Board of
Directors of the Company or any successor corporation. For purposes of this
Section 8(b), a "person" includes an individual, corporation, partnership,
trust, association, joint venture, pool, syndicate, unincorporated organization,
joint-stock company or similar organization or group acting in concert. A person
for these purposes shall be deemed to be a beneficial owner as that term is used
in Rule 13d-3 under the Securities Exchange Act of 1934.
(c) Notwithstanding any other provisions of this Agreement or of any other
agreement, contract, or understanding heretofore or hereafter entered into by
the Employee with the Company, the Bank or any other entity controlled by the
Company, except an agreement, contract, or understanding hereafter entered into
that expressly modifies or excludes application of this Section 8(c) (the "Other
Agreements"), and notwithstanding any formal or informal plan or other
arrangement heretofore or hereafter adopted by the Company or the Bank for the
direct or indirect provision of compensation to the Employee (including groups
or classes of participants or beneficiaries of which the Employee is a member),
whether or not such compensation is deferred, is in cash, or is in the form of a
benefit to or for the Employee (a "Benefit Plan"), the Employee shall not have
any right to receive any payment or other benefit under this Agreement, any
Other Agreement, or any Benefit Plan if such payment or benefit, taking into
account all other payments or benefits to or for the Employee under this
Agreement, all Other Agreements, and all Benefit Plans, would cause any payment
to the Employee under this Agreement to be considered a "parachute payment"
within the meaning of Section 280G(b)(2) of the Code (a "Parachute Payment"). In
the event that the receipt of any such payment or benefit under this Agreement,
any Other Agreement, or any Benefit Plan would cause the Employee to be
considered to have received a Parachute Payment under this Agreement, then the
Employee shall have the right, in the Employee's sole discretion, to designate
those payments or benefits under this Agreement, any Other Agreements, and/or
any Benefit Plans, that should be reduced or eliminated so as to avoid having
the payment to the Employee under this Agreement be deemed to be a Parachute
Payment.
9. NONCOMPETITION, CONFIDENTIALITY AND NONINTERFERENCE WITH CUSTOMERS AND
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EMPLOYEES.
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(a) In the event that the Employee terminates his employment under this
Agreement before the end of the term of this Agreement, unless (i) such
termination is approved in writing by the Boards or (ii) such termination is for
Good Reason (as defined above), or in the event the Employers terminate the
Employee's employment for Cause (or, in the event of a Change of Control, for
Willful Misconduct), the Employee shall not become an employee of, or otherwise
provide personal services to, any "Significant Competitor" of the Employers (or
either of them) for a period of two years after such termination. "Significant
Competitor" shall mean any commercial bank, savings bank, savings and loan
association, mortgage banking company or other financial institution, or a
holding company affiliate of any of the foregoing, that at the date of its
employment of the Employee has an office in Southampton, East Hampton, Shelter
Island, Southold or Riverhead, New York. If any court or other tribunal having
jurisdiction to determine the validity or enforceability of this paragraph
determines that, strictly applied, it would be invalid or unenforceable, the
definition of Significant Competitor and the time provisions used shall be
deemed modified to the extent necessary (but only to that extent) so that the
restrictions, as modified, will be valid and enforceable.
(b) Except as authorized or directed by the Employers, the Employee shall
not at any time during or subsequent to employment with the Employers, directly
or indirectly, publish or disclose to any person or entity any confidential
information of the Employers or confidential information of others that has come
into the Employers' possession or the Employee's possession in the course of
employment with the Employers, and the Employee will not use such information
for the Employee's personal gain or make it available for others to use. All
information, whether written or not, regarding the business and finances of the
Employers, or their customers and contractors, including, without limitation,
information relating to existing and contemplated products, services, software,
systems, methods, business procedures, construction, operational and marketing
plans and programs, prices, costs and revenues, prospective and existing
contracts, prospective and existing customers or other business arrangements and
any additional information acquired only because of employment with the
Employers, shall be presumed to be confidential, except to the extent the same
shall have been lawfully and without breach of obligation made available to the
general public without restriction. All papers and records of every kind,
including all memoranda, notes, lists, plans, reports, data (written or
recorded) and documents, whether originals or copies and whether prepared by the
Employee or by others, relating to the business and finances of the Employers or
their customers or contractors, shall be the sole and exclusive property of the
Employers. The Employee will return to the Employers all of the above materials
upon termination of employment and will not at any time give or disclose such
materials to any unauthorized person or entity.
(c) The Employee acknowledges and agrees that, because relationships with
customers and prospective customers are expected to constitute a large portion
of the goodwill of the Bank's business, it is of great importance to the
Employers that the Employee not solicit the Bank's customers and prospective
customers (other than on behalf of the Bank) during the period of employment,
and that the Employee not solicit such customers and prospective customers
during a two-year period after termination of the Employee's employment, with
respect to business
or contracts for any products or services of the type provided, developed or
under development by the Bank during the Employee's employment by the Bank, so
that another employee of the Bank will have an opportunity to develop
relationships with such clients and prospective clients. The Employee agrees
that, while the Employee is employed by the Bank and for a period of two years
commencing on the date of termination of the Employee's employment with the Bank
(the "Termination Date"), the Employee shall not, within the area referred to in
Section 9(a) above, and in any other town in which the Employee performed
material services for the Bank, directly or indirectly solicit (other than on
behalf of the Bank) business or contracts for any products or services of the
type provided, developed or under development by the Bank during the Employee's
employment by the Bank, from or with (i) any person or entity that was a
customer of the Bank for such products or services as of, or within one year
before, the Termination Date, or (ii) any prospective customer that the Bank was
actively soliciting as of, or within one year before, the Termination Date.
(d) While the Employee is employed by the Employers and for a period of two
years commencing on the Termination Date, the Employee shall not solicit any
person who is then employed by the Company, the Bank or any subsidiary of either
of them, or who within 90 days before the Termination Date had been so employed,
to leave such employment or to become employed by any person or entity other
than the Company, the Bank or any such subsidiary.
(e) The Employee acknowledges that the restrictions contained in this
Section 9 are reasonable and necessary to protect the business and interests of
the Employers and that any violation of these restrictions would cause
substantial irreparable injury. Accordingly, the Employee agrees that a remedy
at law for any breach of the foregoing covenants would be inadequate and that
the Employers, in addition to any other remedies available, shall be entitled to
obtain preliminary and permanent injunctive relief to secure specific
performance of such covenants and to prevent a breach or contemplated breach of
this Section without the necessity of proving actual damage. The Employee will
provide the Employers a full accounting of all proceeds and profits received by
the Employee as a result of or in connection with a breach of this Section.
Unless prohibited by law, the Employers shall have the right to retain any
amounts otherwise payable to the Employee to satisfy any obligations of the
Employee as a result of any breach of this Section. The Employee hereby agrees
to indemnify and hold harmless the Employers from and against any costs and
expenses incurred by the Employers as a result of any breach of this Section by
the Employee and in enforcing and preserving the Employers' rights under this
Section.
10. NO ASSIGNMENTS. This Agreement is personal to each of the parties
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hereto. No party may assign or delegate any rights or obligations hereunder
without first obtaining the written consent of the other party hereto. However,
in the event of the death of the Employee all rights to receive payments
hereunder shall become rights of the Employee's estate.
11. OTHER CONTRACTS. Except for reasonable periods of absence as set out in
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Section 6 hereof, the Employee shall devote such time and effort to the
businesses of the Employers as may reasonably be required by the nature of his
offices with the Employers and shall not engage in conduct or management of any
other business without the prior written approval of the Employers; provided,
that he shall not be deemed to be engaged in the conduct or management of such
other
business merely (i) by reason of having an investment therein or (ii) with the
prior written approval of the Employers, by being a member of the board of
directors of another corporation, so long as such corporation shall not be a
commercial bank, trust company, bank holding company or other financial
institution. The Employee shall not, during the term of this Agreement, have any
other paid employment other than with a subsidiary of the Company, except with
the prior approval of the Boards.
12. PRIOR AGREEMENT SUPERSEDED; ENTIRE AGREEMENT; AMENDMENTS. The Prior
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Agreement is hereby replaced and superseded and the Prior Agreement shall be of
no further force or effect after the date of this Agreement. This Agreement
constitutes the entire agreement among the parties hereto with respect to the
matters contemplated herein, and it supersedes all prior oral or written
agreements, commitments or understandings with respect to the matters provided
for herein. No amendment, modification or discharge of this Agreement shall be
valid or binding unless set forth in writing and duly executed and delivered by
the party against whom enforcement of the amendment, modification, or discharge
is sought.
13. SECTION HEADINGS. The section headings used in this Agreement are
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included solely for convenience and shall not affect, or be used in connection
with, the interpretation of this Agreement.
14. SEVERABILITY. The provisions of this Agreement shall be deemed
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severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.
15. GOVERNING LAW. This Agreement shall be governed by the laws of the
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United States to the extent applicable and otherwise by the laws of the State of
Connecticut, excluding the choice of law rules thereof.
16. COUNTERPARTS. This Agreement may be executed in two or more
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counterparts, for the convenience of the parties, but all such counterparts
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement,
or caused this Agreement to be duly executed on their behalf, as of the date and
year first above written.
Attest: BRIDGE BANCORP, INC.
/s/ Xxxxxxx X. Xxxxxxxxx By /s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx Xxxxxxx Xxxxxxxxx
Secretary Its: Chariman
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Attest: BRIDGEHAMPTON NATIONAL BANK
/s/ Xxxxxxx X. Xxxxxxxxx By /s/ Xxxxxxx Xxxxxxxxx
-------------------------------- -------------------------------
Xxxxxxx X. Xxxxxxxxx Xxxxxxx Xxxxxxxxx
Secretary Its: Chariman
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EMPLOYEE
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
