BRIDGEHAMPTON NATIONAL BANK
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
FOR
THOMAS J. TOBIN
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 2200 Montauk Highway, Bridgehampton, New York 11932,
and Bridge
Bancorp, Inc,. the holding company parent of the Bank (the
"Company"), on the one hand, and Thomas J. Tobin ("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
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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
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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
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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).
<PAGE>
(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
effec
