EXHIBIT 10.11 – EMPLOYMENT AGREEMENT
BETWEEN REGISTRANT AND JOHN GRASSO
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[THE FIRST NATIONAL BANK OF LONG ISLAND
LETTERHEAD]
January 1, 2007
Mr. John Grasso
Dear Mr. Grasso:
This
letter employment agreement (the “Agreement”) will
serve to set forth the terms and conditions of your employment by
The First of Long Island Corporation (“FLIC”), and its
subsidiary, The First National Bank of Long Island (the
“Bank”), as follows:
The
Initial Term of the Agreement shall run from January 22, 2007
through and including January 21, 2008 and, if not terminated as
described below, the Agreement shall, on January 1 of each year,
automatically be extended for an additional year, resulting in a
new one-year term (the “Renewal Terms”), with such
modifications hereto as the parties shall agree in writing;
provided, however, that the Agreement shall not be so extended in
the event that you or FLIC provides written notice of non-extension
to the other party no later than October 31 of the preceding year.
Notwithstanding the foregoing, FLIC may not provide such notice of
non-extension during any period of time in which the Board of
Directors of FLIC is actively negotiating a transaction the
consummation of which would constitute a Change of Control Event
(as hereinafter defined).
A. You
shall be employed in the capacity of Executive Vice President of
the Bank and such other senior executive title or titles of FLIC or
the Bank as may from time to time be determined by the Board of
Directors of the Bank and FLIC. You shall be the officer in charge
of all operations of the branch system of the Bank, with such
specific duties and responsibilities as shall be assigned to you by
the Chief Executive Officer or by the Board of Directors of the
Bank. You shall be responsible to the Chief Executive Officer of
FLIC and the Bank.
B. You
agree to devote your full time and attention and best efforts to
the faithful and diligent performance of your duties to FLIC and
the Bank and shall serve and further the best interests and enhance
the reputation of FLIC and the Bank to the best of your ability.
Nothing herein shall be construed as preventing you from serving as
a member of the board of directors of any non-profit
organization.
As
full compensation for your services, you shall receive the
following from FLIC or, in the discretion of FLIC, it shall cause
the following to be paid or provided by the Bank:
A. A
Base Annual Salary of not less than One Hundred Sixty Thousand
Dollars ($160,000.00), payable bi-weekly; provided ,
however , that no later than January 15 of each year that
this Agreement shall remain in effect, the Chief Executive Officer
and the Board of Directors of FLIC shall review your compensation,
without any commitment, to determine whether to increase your Base
Annual Salary hereunder. In the event that the Board of Directors
of FLIC does, from time to time, increase your Base Annual Salary,
the increased amount shall be your Base Annual Salary for all
purposes of this Agreement, and such increased amount shall be the
minimum amount payable hereunder.
B. Such
other benefits as are consistent with the personnel benefits
provided by the Bank and FLIC to its officers and
employees.
C. The
use of an appropriate automobile furnished by the Bank.
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A. You
will be entitled to a payment (the “Termination
Payment”) equal to One Hundred Per Cent (100%) of your then
current Base Annual Salary (the dollar amount so calculated being
hereafter referred to as the “Full Severance”) and FLIC
shall make such Termination Payment to you, in the event of, and
within ten (10) days after, the occurrence of any of the
following:
(i)
Your employment is terminated by the Bank, provided, however, that
you shall not be entitled to receive such payment if such
termination is due to gross and substantial dishonesty on your
part; or
(ii)
You resign your employment with the Bank for Good Reason (as
hereinafter defined) within twenty-four months after a Change of
Control Event.
B. You
will be entitled to a Termination Payment equal to Sixty Six and
Two-Thirds Per Cent (66 2/3%) of the Full Severance in the event
that you resign your employment with the Bank for any reason during
the period beginning on the thirty-first day after a Change of
Control Event (as hereinafter defined) and ending on the sixtieth
day after such event.
C. FLIC
may elect to discharge its obligation to make the Termination
Payment by causing the Bank, its wholly owned subsidiary, to do
so.
Your
failure to resign upon the occurrence of a particular event
constituting Good Reason hereunder shall not bar you from resigning
upon the subsequent occurrence of any other or further event
constituting Good Reason, and thereby becoming eligible to receive
the Termination Payment, provided that such resignation occurs
within twenty-four months after a Change of Control
Event.
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6.
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INELIGIBILITY FOR TERMINATION
PAYMENT
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Regardless
of whether a Change of Control Event shall have occurred, you shall
not be entitled to any Termination Payment in the event that your
employment is terminated by reason of your death, normal retirement
or disability.
A. “
Good Reason ” for resignation by you of your
employment shall mean the occurrence (without your express written
consent) of any one of the following acts or omissions to act by
FLIC or the Bank:
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