BRIDGEHAMPTON NATIONAL BANK
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
FOR
XXXXXX X. XXXXX
This Amended and Restated Employment Agreement ("Agreement") is made
effective as of the 9th day of October, 2007 (the "Effective Date"), by and
between Bridgehampton National Bank (the "Bank"), with its principal
administrative office at 0000 Xxxxxxx Xxxxxxx, Xxxxxxxxxxxxx, Xxx Xxxx 00000,
and Bridge Bancorp, Inc,. the holding company parent of the Bank (the
"Company"), on the one hand, and Xxxxxx X. Xxxxx ("Executive").
WHEREAS, Executive has served as the President and Chief Executive Officer
of the Bank and the Company pursuant to the terms of an employment agreement
dated as of January 1, 1997, as amended and restated effective as of January 1,
2001 (the "Prior Agreement");
WHEREAS, the parties desire to enter into this Agreement to set forth the
terms and conditions for the service by Executive in a revised executive
capacity with the Company and the Bank, and to replace and supersede the Prior
Agreement in its entirety; and
WHEREAS, the Bank and the Company wish to continue to assure themselves of
the services of Executive for the period and under the terms provided in this
Agreement; and
WHEREAS, Executive is willing to continue to serve in the employ of the
Bank on a for said period and in accordance with the terms of this Agreement;
and
WHEREAS, this Agreement is intended to comply with the provisions of
Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and
the final regulations ("Final Regulations") promulgated thereunder.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and upon the other terms and conditions hereinafter provided, the parties hereby
agree as follows:
1. POSITION AND RESPONSIBILITIES.
Effective January 1, 2008, Executive agrees to serve as President Emeritus
and Senior Executive Advisor of the Bank and the Company and shall report
directly to the Board of Directors. In such capacity, Executive shall support
and promote the mission of the Bank and the Company, dialogue with the President
and Chief Executive Officer in connection therewith, and perform such other
duties and activities as may be directed from time to time by the Board of
Directors, which shall be consistent with his position and title. Until December
31, 2007, Executive shall continue as President and Chief Executive Officer of
the Bank and the Holding Company. The Executive shall be nominated by the Board
of Directors of the Company for election by the shareholders for an additional
three (3) year term at the annual meeting of shareholders of the Company to be
held following the year ending December 31, 2007, and subject to election by the
shareholders of the Company, shall be appointed to the Board of Directors of the
Bank for a three year term ending at the annual meeting of shareholders
following the year ending December 31, 2010.
2. TERM AND DUTIES.
(a) The period of Executive's employment under and in accordance with
the terms of this Agreement shall commence as of the Effective Date and shall
continue through March 2, 2010 (the "Term").
(b) During the period of Executive's employment hereunder, except for
periods of absence occasioned by illness, reasonable vacation periods, and
reasonable leaves of absence, Executive shall devote the business time,
attention, skill, and efforts necessary to the faithful performance of his
duties hereunder, including activities and services related to the organization,
operation and management of the Bank and the Company and participation in
community and civic organizations; provided, however, that, with the approval of
the Board, Executive may serve, or continue to serve, on the boards of
directors of, and hold any other offices or positions in, companies or
organizations, which in the Bank's judgment, will not present any conflict of
interest with the Bank, or materially affect the performance of Executive's
duties pursuant to this Agreement (including such organizations as to which he
was associated as of the date of this Agreement).
(c) Executive shall be entitled to the number of weeks vacation to
which he was entitled immediately prior to the Effective Date. Executive shall
be considered a full-time employee for purposes of the employee benefit plans
maintained by the Bank and the Company.
(d) Notwithstanding anything herein to the contrary, Executive's
employment with the Bank and the Company may be terminated by the Bank and/or
the Bank or by the Executive during the Term of this Agreement, with or without
cause, subject to the terms and conditions of this Agreement.
3. COMPENSATION; BENEFITS AND REIMBURSEMENT.
(a) The Bank shall pay Executive as compensation a salary of not less
than $320,000 per year ("Base Salary"). Base Salary shall be payable in
approximately equal installments in accordance with the Bank's customary payroll
practices and may be increased but may not be decreased at any time without the
prior written consent of Executive. Any increase in Base Salary shall become the
new "Base Salary" for purposes of this Agreement. In addition to the Base Salary
provided in this Section 3(a), the Bank shall also provide Executive with all
such other benefits as are provided uniformly to full-time employees of the
Bank. Executive shall be entitled to participate in any employee benefit plans,
arrangements and perquisites generally provided to executive employees. On an
annual basis and in connection with each calendar year end, the Board will
consider the payment of an annual cash bonus to Executive. The criteria for
determining any bonus to be paid Executive shall be consistent with the criteria
established for the executive management incentive plan. However, the payment of
any cash bonus to Executive is at the discretion of the Board.
(b) In addition to the Base Salary and other benefits provided for by
Subsection (a) of this Section 3, the Bank shall pay or reimburse Executive for
all reasonable travel, including the provision of an automobile and other
reasonable expenses, including membership in clubs or organizations as mutually
agreed to between the Board and Executive and reasonable expenses for attending
annual and periodic meetings of trade associations, incurred by Executive
performing his obligations under this Agreement and may provide such additional
compensation in such form and such amounts as the Board may from time to time
determine. Executive shall also be entitled to receive fees in addition to his
compensation hereunder for serving as a director of the Company, the Bank, or
any subsidiary, on the basis that such fees are paid to other directors.
(c) In addition to the compensation and benefits enumerated above,
during the Term of this Agreement Executive shall be entitled to the benefits of
a special disability income policy (Guardian Policy No. G718042) and the
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") (provided, further, that the Bank shall not be
required to expend more than $10,000 annually with respect to the Policies).
Executive 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
Bank and the Company in connection with the Policies in excess of those that are
excludable from Executive's income under applicable law shall be reported as
compensation income to Executive and Executive shall be responsible for the
payment of any and all taxes related to such amounts.
(d) Executive shall be entitled, 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 Board otherwise approves.
(e) Executive shall continue to participate in the supplemental
executive retirement plan previously adopted by the Board and as to which
Executive was participating as of the Effective Date (the "SERP"), which
continued participation shall be on the same terms as were applicable on the
Effective Date.
4. PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION; DEATH OR DISABILITY.
(a) Upon the occurrence of an Event of Termination (as herein defined)
during Executive's Term of employment under this Agreement, the provisions of
this Section 4 shall apply. As used in this Agreement, an "Event of Termination"
shall mean and include any one or more of the following: (i) the termination
by the Bank or the Company of Executive's full-time employment hereunder for any
reason other than a termination following a Change in Control, which is governed
by Subsection 5 hereof, or Termination for Cause, as defined in Section 7
hereof; provided further, that an Event of Termination shall not have occurred
until and unless the termination of employment constitutes a "Separation from
Service" within the meaning of Code Section 409A and the Final Regulations; (ii)
Executive's resignation from the Bank's employ upon any: (A) failure to elect
Executive as a member of the Board of Directors of the Bank or to nominate
Executive for election as a Director of Company at the 2008 annual meeting of
shareholders, unless Executive consents to any such event, (B) material change
in Executive's function, duties, or responsibilities, which change would cause
Executive's position to become one of lesser responsibility, importance, or
scope from the position and attributes thereof described in Section 1, above,
unless consented to by Executive, (C) relocation of Executive's principal place
of employment to an office other than one located in Southhampton, East Hampton,
Shelter Island, Southhold or Riverhead, New York unless consented to by
Executive, (D) reduction in the benefits and perquisites to Executive from those
being provided as of the effective date of this Agreement (other than
discretionary bonus and stock based compensation) unless consented to by
Executive, (E) liquidation or dissolution of the Bank or Company, or (F)
material breach of this Agreement by the Bank or Company. Upon the occurrence
of any event described in clauses (A), (B), (C), (D), (E) or (F), above,
Executive shall have the right to elect to terminate his employment under this
Agreement by resignation upon not less than six (6) days prior written notice
given within ninety (90) days after the event giving rise to said right to
elect, provided that the Bank shall have thirty (30) days to cure the condition
giving rise to the Event of Termination, and provided further that the Bank may
elect to waive such thirty (30) day period.
(b) Upon the occurrence of an Event of Termination, on the Date of
Termination, as defined in Subsection 7(b), the Bank shall be obligated to
continue pay Executive, or, in the event of his subsequent death (subsequent to
the Event of Termination), his beneficiary or beneficiaries, or his estate, as
the case may be, his Base Salary for the remaining Term of this Agreement. Such
payments shall be made on a bi-weekly basis in approximately equal installments
during the remaining Term of the Agreement. In addition, Executive's
participation in the SERP (and the Bank's obligations thereunder) shall continue
through the remaining Term of the Agreement (on the same basis as if Executive
had continued in the employ of the Bank through March 31, 2010).
(c) To the extent that the Bank or the Company continues to offer any
life, or non-taxable medical, health, disability or dental insurance plan or
arrangement in which Executive participates in on the last day of his employment
(each being a "Welfare Plan"), after an Event of Termination, Executive and his
dependents shall continue participating in such Welfare Plans, subject to the
same premium contributions on the part of Executive as were required immediately
prior to the Event of Termination for the remaining Term of this Agreement.
(d) In the event of Executive's death during the Term of this
Agreement prior to an Event of Termination, the Executive's estate shall be
entitled to receive his accrued and unpaid Base Salary (and any accrued but
unpaid bonus) through the date of his death. This Agreement shall thereupon
terminate except that any vested rights of Executive shall then be exercised by
his estate.
(e) In the event that during the Term of this Agreement, Executive is
unable to perform his duties hereunder because he is disabled within the meaning
of Code Section 409A and the Final Regulations (a "Disability"), Executive
shall be entitled to continue to receive his Base Salary then in effect under
Subsection 3(a) hereof, reduced by any benefits payable to Executive under any
such policy of disability insurance maintained by the Bank or the Company, and
his benefits then in effect as described in Subsection 3(b) hereof until the
earlier of (i) two (2) years following the occurrence of the Disability (or
until he ceases to be disabled, if earlier), and (ii) the remaining Term of this
Agreement. This Agreement shall terminate at the end of such period (unless
Executive shall have returned to employment hereunder before that date).
(f) No payments under this Section 4 shall be reduced in the event
Executive obtains other employment following termination of employment.
Executive shall not be required to mitigate amounts payable pursuant to this
Section.
(g) For purposes of this Agreement, a "Separation from Service" shall
have occurred if the Bank and Executive reasonably anticipate that no further
services will be performed by the Executive after the date of the Event of
Termination (whether as an employee or as an independent contractor) or the
level of further services performed will not exceed 49% of the average level of
bona fide services in the 12 months immediately preceding the Event of
Termination. For all purposes hereunder, the definition of "Separation from
Service" shall be interpreted consistent with Treasury Regulation Section
1.409A-1(h)(ii).
5. CHANGE IN CONTROL.
(a) For purposes of this Agreement, a "Change in Control" of the Bank
or Company shall mean (1) a change in ownership of the Bank under paragraph (i)
below, or (2) a change in effective control of the Bank under paragraph (ii)
below, or (3) a change in the ownership of a substantial portion of the assets
of the Bank under paragraph (iii) below:
(i) Change in the ownership of the Bank. A change in the ownership
of the Bank shall occur on the date that any one person, or more
than one person acting as a group (as defined in Treasury
Regulation Section 1.409A-3(i)(5)(v)(B)), acquires ownership of
stock of the corporation 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.
(ii) Change in the effective control of the Bank. A change in the
effective control of the Bank shall occur on the date that
either (A) any one person, or more than one person acting as a
group (as defined in Treasury Regulation Section 1.409A-3(i)(5)
(v)(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 possessing 30% or
more of the total voting power of the stock of the Bank; or (B)
a majority of members of the Bank'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 corporation's Board of Directors prior to the
date of the appointment or election, provided that this
sub-section (B) is inapplicable where a majority shareholder of
the Bank is another corporation.
(iii) Change in the ownership of a substantial portion of the Bank's
assets. A change in the ownership of a substantial portion of
the Bank's assets shall occur on the date that any one person,
or more than one person acting as a group (as defined in
Treasury Regulation Section 1.409A-3(i)(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 that have a total gross fair market value equal to
more than 40% of the total gross fair market value of all of the
assets of the Bank immediately prior to such acquisition. For
this purpose, gross fair market value means the value of the
assets of the corporation, or the value of the assets being
disposed of, determined without regard to any liabilities
associated with such assets.
(b) Upon a Change in Control (as defined in (a)), the Bank shall pay
Executive, or in the event of his subsequent death (subsequent to the Change in
Control), his beneficiary or beneficiaries, or his estate, as the case may be, a
lump sum cash payment equal to the annual Base Salary and director's fees, if
applicable, Executive would have earned had he continued working for the
remaining Term of this Agreement. In addition, the Executive shall be entitled
to the benefits provided under the SERP.
(c) Upon the occurrence of a Change in Control, the Bank shall cause
to be continued (at such cost to Executive as was in effect immediately prior to
the Change in Control), life insurance, and nontaxable medical coverage
substantially identical to the coverage maintained by the Bank for the Executive
prior to the Change in Control. If, as a result of the Change in Control,
continuing employees will become covered under the group health plan of a
successor entity, then Executive may be covered under the group health plan of
the successor entity. Such health care coverage shall be in addition to (and not
concurrent with) COBRA health care continuation coverage. Such coverage shall
cease upon the expiration of the remaining Term of this Agreement.
(d) No payment under this Section 5 below shall be reduced in the
event Executive obtains other employment following termination of employment.
Executive shall not be required to mitigate amounts payable pursuant to this
Section. If there is a payment under Section 5, then no payment shall be due
under Section 4 of this Agreement.
6. TERMINATION FOR CAUSE.
The term "Termination for Cause" as used in this Agreement shall mean
termination because of: (i) the conviction of the Executive of a felony or of
any lesser criminal offense involving moral turpitude; (ii) the willful
commission by the Executive of a criminal or other act that, in the judgment of
the Board of Directors will likely cause substantial economic damage to the
Company, the Bank or any subsidiary or substantial injury to the business
reputation of the Company, the Bank or any subsidiary; (iii) the commission by
the Executive of an act of fraud in the performance of his duties on behalf of
the Company, the Bank or any subsidiary; (iv) the continuing willful failure of
the Executive to perform his duties to the Company, the Bank or any subsidiary
(other than any such failure resulting from the Executive's incapacity due to
physical or mental illness) after written notice thereof; (v) a material breach
by the Executive of the Bank's Code of Ethics; or (vi) an order of a federal or
state regulatory agency or a court of competent jurisdiction requiring the
termination of the Executive's employment with the Bank or the Company. For the
purposes of this Section 6, no act, or the failure to act, on Executive's part
shall be "willful" unless done, or omitted to be done, not in good faith and
without reasonable belief that the action or omission was in the best interests
of the Bank, the Company or their affiliates. Notwithstanding the foregoing,
Termination for Cause shall not be deemed to exist unless there shall have been
delivered to the Executive a copy of a resolution duly adopted by the
affirmative vote of not less than a majority of the entire membership of the
Board at a meeting of the Board called and held for the purpose (after
reasonable notice to the Executive and an opportunity for the Executive to be
heard before the Board), finding that in the good faith opinion of the Board the
Executive was guilty of conduct described above and specifying the particulars
thereof. Prior to holding a meeting at which the Board is to make a final
determination whether Termination for Cause exists, if the Board determines in
good faith at a meeting of the Board, by not less than a majority of its entire
membership, that there is probable cause for it to find that the Executive was
guilty of conduct constituting Termination for Cause as described above, the
Board may suspend the Executive from his/her duties hereunder for a reasonable
period of time not to exceed fourteen (14) days pending a further meeting at
which the Executive shall be given the opportunity to be heard before the Board.
Executive shall not have the right to receive compensation or other benefits for
any period after the date of Termination for Cause.
7. NOTICE.
(a) Any purported termination of Executive's employment by the Bank or
by the Executive shall be communicated by Notice of Termination to the other
party hereto. For purposes of this Agreement, a "Notice of Termination" shall
mean a written notice which shall indicate the Date of Termination and, in the
event of termination by the Executive, the specific termination provision in
this Agreement relied upon and shall set forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated. "Date of Termination" shall mean
the date specified in the Notice of Termination (which, in the case of a
termination for Just Cause, shall be immediate). In no event shall the Date of
Termination exceed 30 days from the date Notice of Termination is given.
(b) If, within thirty (30) days after any Notice of Termination is
given, the party receiving such Notice of Termination notifies the other party
that a dispute exists concerning the termination, the Date of Termination shall
be on the date on which the dispute is finally determined, either by mutual
written agreement of the parties, by a binding arbitration award, or by a final
judgment, order or decree of a court of competent jurisdiction (the time for
appeal therefrom having expired and no appeal having been perfected) and,
provided further, that the Date of Termination shall be extended by a notice of
dispute only if such notice is given in good faith and the party giving such
notice pursues the resolution of such dispute with reasonable diligence.
Notwithstanding the pendency of any such dispute, in the event Executive is
terminated for reasons other than Termination for Cause, the Bank will continue
to pay Executive his Base Salary in effect when the notice giving rise to the
dispute was given until the earlier of: 1) the resolution of the dispute in
accordance with this Agreement or 2) the expiration of the remaining Term of
this Agreement as determined as of the Date of Termination. Amounts paid under
this Section are in addition to all other amounts due under this Agreement and
shall not be offset against or reduce any other amounts due under this
Agreement.
(c) All notices or other communications required or permitted
hereunder shall be made in writing and shall be deemed to have been duly given
if delivered by hand or delivered by a recognized delivery service or mailed,
postage prepaid, by express, certified or registered mail, return receipt
requested, and addressed to the Bank, the Company or Executive, as applicable,
at the address set forth above for the Bank and the Company, and to Executive's
address contained in the Bank's files.
8. POST-TERMINATION OBLIGATIONS.
All payments and benefits to Executive under this Agreement shall be
subject to Executive's compliance with this Section 8 and Section 9. Executive
shall, upon reasonable notice, furnish such information and assistance to the
Bank as may reasonably be required by the Bank in connection with any litigation
in which it or any of its subsidiaries or affiliates is, or may become, a party.
9. NON-COMPETITION AND NON-DISCLOSURE.
(a) Executive recognizes and acknowledges that the knowledge of the
business activities and plans for business activities of the Bank, the Company
and affiliates thereof, as it may exist from time to time, is a valuable,
special and unique asset of the business of the Bank and the Company. Executive
will not, during or after the Term of his employment, disclose any knowledge of
the past, present, planned or considered business activities of the Bank, the
Company or affiliates thereof to any person, firm, corporation, or other entity
for any reason or purpose whatsoever. Notwithstanding the foregoing, Executive
may disclose any knowledge of banking, financial and/or economic principles,
concepts or ideas which are not solely and exclusively derived form the business
plans and activities of the Bank. Further, Executive may disclose information
regarding the business activities of the Bank to supervising governmental
authorities pursuant to a formal regulatory request.
(b) Executive 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 Bank
that Executive not solicit the Bank's customers and prospective customers (other
than on behalf of the Bank) during the period of employment, and that Executive
not solicit such customers and prospective customers during a two (2) year
period after termination of Executive'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 Executive's employment by the Bank. Executive
agrees that, while the Executive is employed by the Bank and for a period of two
(2) years commencing on the date of termination of Executive's employment with
the Bank, Executive shall not, 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 Executive'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, Executive's termination, or (ii) any prospective customer that the Bank
was actively soliciting as of, or within one (1) year before Executive's
termination.
(c) Executive agrees that while the Executive is employed by the Bank and
for a period of two (2) years commencing on the date of termination of
Executive's employment with the Bank, Executive shall not 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 or other organization.
(d) For a period of two (2) years commencing on the date of termination of
Executive's employment with the Bank, Executive shall not, without the consent
of the Company or the Bank, 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 that has headquarters or offices within Suffolk County, New York,
provided that this restriction shall not apply if the Executive's employment is
terminated following a Change in Control.
(e) In the event of a breach or threatened breach by Executive of the
provisions of this Section, the Bank will be entitled to seek and obtain
injunctive relief. Nothing herein will be construed as prohibiting the Bank from
pursuing any other remedies available to the Bank for such breach or threatened
breach, including the recovery of damages from Executive.
10. 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 due from the Bank are not timely
paid or provided by the Bank, such amounts and benefits shall be paid or
provided by the Company. In the event any amount becomes vested and payable
under more than one provision of this Agreement, Executive shall not be entitled
to receive a duplicate payment of any such amount nor shall Executive be
entitled to receive duplicate payments from both the Bank and Company.
11. EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFIT PLANS.
This Agreement contains the entire understanding between the parties hereto
and supersedes any prior employment agreement or change in control agreement
between the Bank, and the Company and Executive, including in particular but
without limitation the Prior Agreement. Accordingly, the Prior Agreement is
hereby superseded and terminated. This Agreement shall not affect or operate to
reduce any benefit or compensation inuring to Executive of a kind elsewhere
provided. Except for termination of the Prior Agreement, no provision of this
Agreement shall be interpreted to mean that Executive is subject to receiving
fewer benefits than those available to him without reference to this Agreement.
12. NO ATTACHMENT.
(a) Except as required by law, no right to receive payments under this
Agreement shall be subject to anticipation, communication, alienation, sale,
assignment, encumbrance, charge, pledge, or hypothecation, or to execution,
attachment, levy, or similar process or assignment by operation of law, and any
attempt, voluntary or involuntary, to affect any such action shall be null,
void, and of no effect.
(b) This Agreement shall be binding upon, and inure to the benefit of,
Executive, the Bank, the Company and their respective successors and assigns.
13. MODIFICATION AND WAIVER.
(a) This Agreement may not be modified or amended except by an instrument
in writing signed by the parties hereto.
(b) No term or condition of this Agreement shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement, except by written instrument of the party charged with such
waiver or estoppel. No such written waiver shall be deemed a continuing waiver
unless specifically stated therein, and each such waiver shall operate only as
to the specific term or condition waived and shall not constitute a waiver of
such term or condition for the future as to any act other than that specifically
waived.
14. REQUIRED PROVISIONS.
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 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 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. Without limiting the foregoing, all payment to Executive under this
Agreement are subject and conditioned upon 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.
15. SEVERABILITY.
If, for any reason, any provision of this Agreement, or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this Agreement or any part of such provision not held so invalid, and each
such other provision and part thereof shall to the full extent consistent with
law continue in full force and effect.
16. HEADINGS FOR REFERENCE ONLY.
The headings and sections and paragraphs herein are included solely for
convenience of reference and shall not control the meaning or interpretation of
any of the provisions of this Agreement.
17. GOVERNING LAW.
The validity, interpretation, performance and enforcement of this Agreement
shall be governed by the laws of the State of New York.
18. ARBITRATION.
Any dispute or controversy arising or in connection with this Agreement
shall be settled exclusively by arbitration, conducted before a panel of three
arbitrators sitting in a location selected by Executive within fifty (50) miles
from the location of the Bank, in accordance with the rules of the American
Arbitration Association then in effect. Judgment may be entered on the
arbitrator's award in any court having jurisdiction; provided, however, that
Executive shall be entitled to seek specific performance of his right to be paid
until the Date of Termination during the pendency of any dispute or controversy
arising under or in connection with this Agreement.
19. PAYMENT OF COSTS AND LEGAL FEES.
In the event any dispute or controversy arising under or in connection with
Executive's termination is resolved in favor of the Executive, whether by
judgment, arbitration or settlement, Executive shall be entitled to (1) the
reimbursement of all legal fees and costs incurred by Executive in resolving
such dispute or controversy, which shall be advanced to Executive as incurred
during the pendency of the controversy provided Executive signs an undertaking
to return the advancements in the event his position is not substantially
upheld, and (2) any back-pay, including salary, bonuses and any other cash
compensation, fringe, benefits and any compensation and benefits due Executive
under 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 payments or
reimbursements shall be made not later than thirty days following the date such
dispute is resolved in Executive's favor.
20. INDEMNIFICATION.
The Bank shall provide 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 and until
the expiration of any period of limitations under federal and New York 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 a director or officer of the Bank (whether
or not he continues to be a director or 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 advancement of attorneys' fees and cost
of reasonable settlements.
21. SUCCESSOR TO THE BANK.
The Bank shall require any successor or assignee, whether direct or
indirect, by purchase, merger, consolidation or otherwise, to all or
substantially all the business or assets of the Bank or the Company, expressly
and unconditionally to assume to perform the Bank's obligations under this
Agreement, in the same manner and to the same extent that the Bank would be
required to perform if no such succession or assignment had taken place. Failure
of the Bank to obtain such agreement prior to the effectiveness of a succession
shall be a breach of this Agreement and shall entitle Executive to payments and
benefits from the Bank or Company and such successor in the same amount and on
the same terms as he would be entitled pursuant to Sections 5 and 6 above. For
purposes of implementing the foregoing, the date on which any such succession
becomes effective shall be deemed the Date of Termination.
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IN WITNESS WHEREOF, Bridgehampton National Bank and Bridge Bancorp, Inc.
have caused this Agreement to be executed by their duly authorized officers and
directors, and Executive has signed this Agreement, on the 9th day of October
2007.
BRIDGEHAMPTION NATIONAL BANK
By:/s/ Xxxxxxx Xxxxxxxxx
------------------------
Name:Xxxxxxx Xxxxxxxxx
Title: Chairman of the Board
BRIDGE BANCORP, INC.
By:/s/ Xxxxxxx Xxxxxxxxx
------------------------
Name:Xxxxxxx Xxxxxxxxx
Title: Chairman of the Board
/s/ Xxxxxx X. Xxxxx
---------------------------
Xxxxxx X. Xxxxx
