MATERIAL CONTRACTS ADDENDUM TO EMPLOYMENT AGREEMENT BY AND BETWEEN BRIDGEHAMPTON NATIONAL BANK, BRIDGE BANCORP, INC. AND HOWARD H. NOLAN
ADDENDUM
TO
BY
AND BETWEEN
BRIDGEHAMPTON
NATIONAL BANK,
BRIDGE
BANCORP, INC.
AND
XXXXXX
X. XXXXX
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
Xxxxxx X. Xxxxx (“Executive”) is made effective as of this 21st day of May,
2007.
WHEREAS,
Executive is currently employed as Senior Executive Vice President and Chief
Operating Officer of the Bank and the Company; and
WHEREAS,
the Bank, the Company and Executive desire to revise the Employment Agreement
to
clarify the benefits payable to Executive in the event of a Change in Control
(as defined in the Employment Agreement) of the Bank or the
Company.
NOW,
THEREFORE, in consideration of the premises and the mutual covenants
and conditions hereinafter set forth, the Bank, the Company and Executive hereby
agree to the following amendments to the Employment Agreement, it being
understood and agreed that except to the amendments specifically provided for
herein, the remaining terms of the Employment Agreement shall remain in full
force and effect:
1. Section
7(c) of the Employment Agreement is hereby replaced in its entirety with the
following:
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“(c)
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Change
in Control. Upon the occurrence of a Change in Control (as
defined in Section 9 of this Agreement), the Bank and/or the Company
shall
provide: (i) continuing group health and medical insurance benefits
to
Executive (on the same terms as such benefits were made available
to other
executive employees of the Bank immediately prior to the Change in
Control) for a period of 36 months following such termination of
employment; and (ii) a lump sum cash payment to Executive, as liquidated
damages, in an amount equal to 2.99 times Executive’s “Base Amount,” as
determined in accordance with Section 280G of the Internal Revenue
Code of
1986, as amended (the “Code”) and regulations promulgated thereunder (the
“280G Regulations”), provided, however, that for purposes of such
calculations, (A) Executive’s “Base Period” under Code Section 280G and
the 280G Regulations shall be deemed to commence as of the Effective
Date
of the Agreement, and (B) if Executive’s Base Period includes a short
taxable year or less than all of a taxable year, compensation for
such
short or incomplete taxable year shall be
annualized.”
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IN
WITNESS WHEREOF, the Bank and the Company have caused this Addendum to
be executed on their behalf by their duly authorized officers, and Executive
has
set his hand as of the date first written above.
BRIDGEHAMPTON
NATIONAL BANK
Dated: May
21,
2007 By: /s/
Xxxxxxx Xxxxxxxxx
Xxxxxxx
Xxxxxxxxx
BRIDGE
BANCORP,
INC.
Dated: May
21,
2007 By: /s/
Xxxxxxx Xxxxxxxxx
Xxxxxxx
Xxxxxxxxx
EXECUTIVE
Dated: May
21,
2007 By: /s/
Xxxxxx X. Xxxxx
Xxxxxx
X.
Xxxxx
