AMENDED AND RESTATED EMPLOYMENT
AGREEMENT
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT
(this “Agreement”) is made and entered into as of
June 25, 2009 (the “Effective Date”) by and
between Bridge Bancorp, Inc. (the “Company”), a New
York corporation, Bridgehampton National Bank (the
“Bank”), a bank organized and existing under the laws
of the United States of America and a wholly owned subsidiary of
the Company, and Howard H. Nolan (the
“Executive”).
WHEREAS, the Executive is currently employed as
the Senior Executive Vice President and Chief Administrative and
Financial Officer of the Company and Bank pursuant to an employment
agreement between the Company, Bank and Executive originally
entered into as of June 26, 2006, and subsequently amended as
of January 1, 2008 (the “Original
Agreement”);
WHEREAS, the Company and Bank desire to amend
and restate the Original Agreement in order to make certain
changes;
WHEREAS, the Company and Bank desire to ensure
the continued availability of the Executive’s services as
provided in this Agreement;
WHEREAS, the Executive is willing to serve the
Company and Bank on the terms and conditions hereinafter set forth;
and
NOW THEREFORE, in consideration of these
premises, the mutual covenants contained herein, and other good and
valuable consideration the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as
follows:
(a) Three Year Term . The
Executive’s period of employment with the Bank and the
Company under the terms of this Agreement shall begin on the
Effective Date and shall continue for a period of thirty-six
(36) months thereafter (the “Employment
Period”).
(b) Annual Performance Evaluation .
On a calendar year basis, the Bank and/or the Company (acting
through the full Board or a committee thereof) shall conduct an
annual performance evaluation of the Executive, the results of
which shall be included in the minutes of the Board or committee
meeting and communicated to the Executive. The first such annual
performance evaluation shall occur in January 2010.
(c) Continued Employment Following
Termination of Employment Period . Nothing in this Agreement
shall mandate or prohibit a continuation of the Executive’s
employment following the expiration of the Employment
Period.
(a) Title; Board Position,
Responsibility . The Executive shall serve as the Senior
Executive Vice President and Chief Administrative and Financial
Officer of the Bank and Company, and shall perform such
administrative and management services as customarily performed by
person in a similar executive capacity and as may be directed from
time to time by the Chief Executive Officer of the Company and Bank
and/or the Board of Directors of the Company and/or Bank (the
“Board”). In his capacity as Senior Executive Vice
President and Chief Administrative and Financial Officer, the
Executive shall report directly to the President and Chief
Executive Officer and to the Board. The Executive shall also
continue to be a member of the Board. If Executive’s
employment with the Bank or the Company is terminated for any
reason, his service on the Board shall terminate, and this
Agreement shall serve as Executive’s written resignation for
that purpose.
(b) Time Commitment . The Executive
shall devote his full business time and attention to the business
and affairs of the Bank and the Company and shall use his best
efforts to advance the interests of the Bank and
Company.
3 . Annual Compensation
.
(a) Annual Salary . In
consideration for the services performed by the Executive under
this Agreement, the Bank shall pay to the Executive an annual
salary (“Base Salary”) of not less than $230,000. The
Base Salary shall be paid in approximately equal installments in
accordance with the Bank’s customary payroll practices. The
Bank shall review the Executive’s Base Salary at least
annually and such Base Salary may be increased, but may not be
decreased without the Executive’s consent (any increase in
Base Salary shall become the new “Base Salary” for
purposes of this Agreement). The first such annual review of
Executive’s performance and Base Salary shall occur in
January 2010.
(b) Board Meeting Fees . For his
attendance at meetings of the Board of Directors of the Bank and
the Company (but not for committee meetings), the Executive shall
receive such fees as are paid to directors of the Bank and the
Company for such attendance.
(c) Incentive Compensation . The
Executive shall be eligible to participate in any incentive
compensation programs established by the Bank and/or the Company
from time to time for senior executive officers, in accordance with
the terms of such plans as they may exist from time to
time.
(d) Equity Compensation . The
Executive shall be eligible to participate in any equity
compensation programs established by the Bank and/or the Company
from time to time for senior executive officers, including, but not
limited to, the 2006 Stock-Based Incentive Plan (the “2006
Plan”).
Nothing paid to Executive under any plan,
program or arrangement referenced in (c) or (d) above shall be
deemed to be in lieu of other compensation to which Executive is
entitled under this Agreement.
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4. Employee Benefit Plans; Paid Time
Off
(a) Benefit Plans . During the
Employment Period, the Executive shall be an employee of the Bank
and shall continue to participate in the Bank’s
(i) tax-qualified retirement plans (i.e., the defined benefit
plan and 401(k) plan); (ii) the Bank’s Supplemental
Executive Retirement Plan; (iii) group life, health and
disability insurance plans; and (iv) any other employee
benefit plans and programs in accordance with the Bank’s
customary practices, provided he is a member of the class of
employees authorized to participate in such plans or
programs.
(b) Paid Time Off . The Executive
shall be entitled to paid vacation time each year during the
Employment Period, as well as sick leave, holidays and other paid
absences, in accordance with the Bank’s policies and
procedures for executive employees.
5. Outside Activities and Board
Memberships
During the term of this Agreement, the Executive
shall not, directly or indirectly, provide services on behalf of
any financial institution, any insurance company or agency, any
mortgage or loan broker or any other entity or on behalf of any
subsidiary or affiliate of any such entity engaged in the financial
services industry, as an employee, consultant, independent
contractor, agent, sole proprietor, partner, joint venturer,
corporate officer or director; nor shall the Executive acquire by
reason of purchase during the term of this Agreement the ownership
of more than 5% of the outstanding equity interest in any such
entity. Subject to the foregoing, and to the Executive’s
right to continue to serve as an officer and/or director or trustee
of any business organization as to which he was so serving on the
Effective Date of this Agreement (as described in an attachment to
this Agreement or to the Original Agreement), the Executive may
serve on boards of directors of unaffiliated, for-profit business
corporations, subject to Board approval, which shall not be
unreasonably withheld, and such services shall be presumed for
these purposes to be for the benefit of the Bank and the Company.
Except as specifically set forth herein, the Executive may engage
in personal business and investment activities, including real
estate investments and personal investments in the stocks,
securities and obligations of other financial institutions (or
their holding companies). Notwithstanding the foregoing, in no
event shall the Executive’s outside activities, services,
personal business and investments materially interfere with the
performance of his duties under this Agreement.
6. Working Facilities and
Expenses
(a) Working Facilities . The
Executive’s principal place of employment shall be at the
Bank’s principal executive office or at such other location
upon which the Bank and the Executive may mutually
agree.
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(i) Ordinary Expenses . The Bank
shall reimburse the Executive for his ordinary and necessary
business expenses, incurred in connection with the performance of
his duties under this Agreement, upon presentation to the Bank of
an itemized account of such expenses in such form as the Bank may
reasonably require. Any such expense shall be reimbursed no later
than two and one-half months following the end of the year in which
the expense was incurred.
(ii) Automobile . The Bank shall
provide the Executive with an automobile suitable to the
Executive’s position and such automobile may be used by the
Executive in carrying out his duties under this Agreement,
including commuting between his residence and his principal place
of employment and other personal use. The Bank shall be responsible
for the cost of maintenance and servicing such automobile and for
insurance, gasoline and oil for such automobile. The Executive
shall be responsible for the payment of any taxes on account of his
personal use of such automobile.
7. Termination of Employment with
Bank Liability
(a) Reasons for Termination . In
the event that the Executive’s employment with the Bank
and/or the Company shall terminate during the Employment Period on
account of any of the events set forth in Sections 7(a)(i) or
7(a)(ii) below (an “Event of Termination”), the Bank
shall provide the benefits and pay to the Executive the amounts
provided for under Section 7(b) or Section 7(c), as
applicable:
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(i)
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The Executive’s voluntary
resignation from employment with the Bank and the Company during
the term of this Agreement within 30 days after the occurrence
of any of the following events without Executive’s consent,
such that the Executive’s resignation shall be treated as a
resignation for “Good Reason,” provided that for
purposes of this Section 7(a)(i), the Executive must provide
not greater than ninety (90) days’ written notice to the
Bank and the Company of the initial existence of such condition and
the Bank and the Company shall have thirty (30) days to cure
the condition giving rise to the Event of Termination (but the Bank
and the Company may elect to waive such thirty (30) day
period):
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(A)
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the failure to re-appoint the
Executive to the officer position set forth under Section 2(a)
and/or, the failure of Executive to be appointed to the Board of
Directors of the Bank, and with respect to the Executive’s
service as a director of the Company, the failure to re-nominate
the Executive for election to the Board;
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(B)
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a material change in
Executive’s functions, duties, or responsibilities, which
change would cause Executive’s position to become one of
lesser responsibility, importance, or scope;
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(C)
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a liquidation or dissolution of the
Bank or the Company other than a liquidation or dissolution that is
caused by a reorganization that does not affect the status of the
Executive;
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(D)
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a material breach of this Agreement
by the Bank and/or the Company; or
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(E)
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the relocation of Executive’s
principal place of employment to an office other than one located
in Southampton, East Hampton, Shelter Island, Southold, Riverhead
or Brookhaven, New York.
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(ii)
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the involuntary termination of the
Executive’s employment by the Bank and/or the Company for any
reason other than: for “Cause” as defined in
Section 8(a); for “Disability” as set forth in
Section 7(d) below; in connection with a Change in Control, as set
forth in Section 7(c) below; or as a result of the death of the
Executive; provided that such involuntary termination of employment
constitutes a “Separation from Service” within the
meaning of Section 409A and the Treasury regulations
thereunder.
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(b) Severance Pay . Subject to the
limitations set forth in Section 7(e) below, upon an Event of
Termination, the Bank shall pay to the Executive (or, in the event
of the Executive’s death after the event described in Section
7(a) has occurred, the Bank shall pay to the Executive’s
surviving spouse, beneficiary or estate) an amount equal to the
following:
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(i)
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his earned but unpaid Base Salary
as of the date of his termination of employment with the
Bank;
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(ii)
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the benefits to which he is
entitled as a former employee under the Bank’s employee
benefit plans;
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(iii)
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a lump sum cash payment, as
liquidated damages, in an amount equal to two (2) times the
Executive’s Base Salary payable within ten (10) business days
following the Event of Termination; and
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(iv)
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continued group health and medical
insurance benefits (on the same terms as such benefits are made
available to other executive employees of the Bank) until the
earlier to occur of (x) twenty-four (24) months following
the Event of Termination, or (y) Executive’s full time
employment with another employer.
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(c) Change in Control . If within
the period ending one year after a Change in Control (as defined in
Section 9 of this Agreement), (i) the Bank and/or the
Company terminates the Executive’s employment without Cause,
or (ii) the Executive voluntarily terminates his employment
with Good Reason, the Bank will:
(i) pay a
lump sum cash payment to Executive, as liquidated damages, within
ten (10) business days of the termination of the Executive’s
employment, in an amount equal to three (3) times the
Executive’s annual compensation for the calendar year
immediately preceding the year in which the Change in Control
occurs, and
(ii) provide continued group health and
medical insurance benefits to Executive, (on the same terms as such
benefits are made available to other executive employees of the
Bank immediately prior to the Change in Control), until the earlier
to occur of (x) 36 months following Executive’s
termination of employment, or (y) Executive’s full time
employment with another employer.
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For purposes of Section 7(c)(i), annual
compensation shall include all compensation reported in the
Executive’s annual (IRS) Form W-2 (Box 5) for the
calendar year.
(i) 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 Treasury regulations thereunder (a
“Disability”), the Executive shall be entitled to any
and all benefits under the Bank’s short-term and/or long-term
disability insurance plan. During the first twenty-four
(24) months following termination of employment for
Disability, the Bank and/or the Company shall provide a
supplemental monthly cash payment to Executive such that the
payments received by Executive on a monthly basis, from both
disability insurance and this supplemental payment shall equal the
monthly rate of after-tax Base Salary being paid to Executive
immediately prior to such termination (the insurance payments may
be taken into account on a tax-adjusted basis if such payment are
not subject to federal and/or state taxes).
(ii) Upon termination of Executive’s
employment because of Disability, the Executive shall be entitled
to continued group health and medical insurance benefits for a
period of twenty-four (24) months following such termination, on
the same terms as such benefits are made available to other
executive employees immediately prior to the Disability.
(e) Timing of Severance Pay . Any
cash
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