Exhibit 10.1


 


AMENDED AND RESTATED
EMPLOYMENT AGREEMENT


 


This AMENDED AND RESTATED
EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of June 26, 2015 (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, Chief Administrative and Chief Financial Officer of the Company and
Bank pursuant to an amended and restated employment agreement between the Company, Bank and Executive entered into as of June 26,
2012 (the “Prior Agreement”);


 


WHEREAS, the Company
and Bank desire to amend and restate the Prior Agreement in order to extend the term of the agreement for an additional three years;


 


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:


 


1.            Employment
Period.


 


(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.  


 


(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.


 


2.            Duties.


 


(a)          Title;
Board Position, Responsibility.  The Executive shall serve as the Senior Executive Vice President, Chief Administrative
and Chief 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, Chief Administrative
and Chief 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 $305,000.  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).  


 


(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 2012 Stock-Based
Incentive Plan (the “2012 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.


 


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 Prior 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.


 


(b)          Expenses.


 


(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:


 


		(i)	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):



 


		(A)	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;



 


		(B)	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;



 


		(C)	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;



 


		(D)	a material breach of this Agreement by the Bank and/or
the Company; or



 


		(E)	the relocation of Executive’s principal place of
employment to an office other than one located in Nassau or Suffolk County, New York.



 





		(ii)	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.





 




    	 



    	 



    




 


(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:


 


		(i)	his earned but unpaid Base Salary as of the date of his
termination of employment with the Bank;



 


		(ii)	the benefits to which he is entitled as a former employee under the Bank’s employee benefit
plans;



 


		(iii)	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



 


		(iv)	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.



 


(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.  


 


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.  


 


(d)          Disability.  


 


(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 severance payments shall be made in a lump sum within ten (10) business days of Executive’s
termination of employment subject to applicable withholding taxes.  Such payments shall not be reduced in the event the
Executive obtains other employment following termination of employment with the Bank or following the Change in Control.  Notwithstanding
anything herein to the contrary, if Executive is a Specified Employee, as defined in Code Section 409A, and if any payment to be
made under Section 7 shall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment
or a portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh
month following Executive’s Separation from Service pursuant to Treasury regulation Section 1.409A-1(b)(9)(iii).


 


(f)          Executive
agrees that upon any termination of his employment, whether by Executive or by the Bank or the Company, his service as a director
of the Bank and the Company shall cease and he shall be deemed to have resigned as a director effective upon such termination.


 


8.            Termination
without Additional Bank or Company Liability


 


(a)          Termination
for Cause.  


 


(i)          The
Bank and/or the Company may terminate the Executive’s employment at any time, but any termination other than termination
for “Cause,” as defined herein, shall not prejudice the Executive’s right to compensation or other benefits under
the Agreement.  The Executive shall have no right to receive compensation or other benefits for any period after termination
for “Cause.”  Termination for “Cause” shall mean termination
because of: (i) the conviction of the Executive of a felony or of any lesser criminal offense involving moral turpitude
(other than for traffic violations); (ii) the willful commission by the Executive of a criminal or other act that, in the judgment
of the Board or the President and Chief Executive Officer 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.


 


(ii)         Executive
shall not have the right to receive compensation or other benefits for any period after the date of Termination for Cause.  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.  For
purposes of this subparagraph, no act or failure to act, on the Executive’s part shall be considered “willful”
unless done, or omitted to be done, by his/her not in good faith without reasonable belief that his/her action or omission was
in the best interest of the Company and the Bank.  


 


(b)          Death;
Voluntary Resignation Without Good Reason.  In the event that the Executive’s employment with the Bank shall
terminate during the Employment Period on account of the reasons set forth in this Section 8(b), then the Bank shall have no further
obligations under this Agreement, other than the payment to the Executive of his earned but unpaid salary as of the date of the
termination of his employment, and the provision of such benefits, if any, to which he is entitled as a former employee under the
Bank’s employee benefit plans and programs and compensation plans and programs, including without limitation, any incentive
compensation plan.  Termination of employment under this Section 8(b) shall mean termination of employment due to the
following events:


 


(i)          The
Executive’s death; or


 


(ii)         The
Executive’s voluntary resignation from employment with the Bank for any reason other than the “Good Reason” as
defined in Section 7(a)(i).


 


9.            Change
in Control


 


For purposes of this
Agreement, the term “Change in Control” shall mean (i) a change in the ownership of the Bank or the Company, (ii) a
change in the effective control of the Bank or Company, or (iii) a change in the ownership of a substantial portion of the assets
of the Bank or Company, as described below.  


 


(A)         A
change in ownership occurs 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 Bank or Company 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.  


 


(B)         A
change in the effective control of the Bank or Company occurs on the date that either (i) 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 or Company possessing
30% or more of the total voting power of the stock of the Bank or Company, or (ii) a majority of the members of the Bank’s or Company’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 Bank’s or Company’s board of directors prior to the date of the appointment or election, provided
that this sub-section “(ii)” is inapplicable where a majority shareholder of the Bank or Company is another corporation.


 




    	 



    	 



    

  


(C)         A
change in a substantial portion of the Bank’s or Company’s assets occurs 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 or Company
that have a total gross fair market value equal to or more than 40% of the total gross fair market value of (i) all of the assets
of the Bank or Company, or (ii) the value of the assets being disposed of, either of which is determined without regard to any
liabilities associated with such assets.  For all purposes hereunder, the definition of Change in Control shall be construed
to be consistent with the requirements of Treasury regulation section 1.409A-3(g)(5).  


 


10.          Confidentiality.  Unless
the Executive obtains prior written consent from the Bank or the Company, the Executive shall keep confidential and shall refrain
from using for the benefit of himself, or any person or entity other than the Bank, the Company or any entity which is a subsidiary
or affiliate of the Bank or the Company or of which the Bank or the Company is a subsidiary or affiliate, any material document
or information obtained from the Bank, the Company or from any of their respective parents, subsidiaries or affiliates, in the
course of his employment with any of them concerning their properties, operations or business (unless such document or information
is readily ascertainable from public or published information or trade sources or has otherwise been made available to the public
through no fault of his own) until the same ceases to be material (or becomes so ascertainable or available); provided, however,
that nothing in this Section 10 shall prevent the Executive, with or without the Bank’s or the Company’s consent, from
participating in or disclosing documents or information in connection with any judicial or administrative investigation, inquiry
or proceeding to the extent that such participation or disclosure is required under applicable law.


 


11.          Non-Solicitation;
Non-Competition; Post-Termination Cooperation.


 


(a)          The
Executive hereby covenants and agrees that, for a period of one year following his termination of employment with the Bank, he
shall not, without the written consent of the Bank, either directly or indirectly:


 


(i)          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 whatsoever that competes with the business of the Bank or the Company or any of their direct
or indirect subsidiaries or affiliates or has headquarters or offices within the counties in which the Bank or the Company has
business operations or has filed an application for regulatory approval to establish an office; or


 


(ii)         solicit,
provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like
circumstances would expect) to have the effect of causing any customer of the Bank or the Company to terminate an existing business
or commercial relationship with the Bank or the Company.


 




    	 



    	 



    

  


(b)          The
Executive hereby covenants and agrees that following any termination of employment, he shall not, without the written consent of
the Bank, either directly or indirectly:  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 its main office, or a majority
of its branch offices, in Nassau and/or Suffolk Counties, New York.  This restriction shall apply for one year following
termination.  Notwithstanding the foregoing, the restriction contained in this Section 11(b) shall not apply if the Executive’s
employment is terminated following a Change in Control.


 


(c)          Executive
shall, upon reasonable notice, furnish such information and assistance to the Bank and/or the Company, as may reasonably be required
by the Bank and/or the Company, in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may
become, a party; provided, however, that Executive shall not be required to provide information or assistance with respect to any
litigation between the Executive and the Bank, the Company or any of its subsidiaries or affiliates.


 


(d)          All
payments and benefits to the Executive under this Agreement shall be subject to the Executive’s compliance with this Section.  The
parties hereto, recognizing that irreparable injury will result to the Bank, its business and property in the event of the Executive’s
breach of this Section 11, agree that, in the event of any such breach by the Executive, the Bank and/or the Company will be entitled,
in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by the Executive and
all persons acting for or with the Executive.  The Executive represents and admits that the Executive’s experience
and capabilities are such that the Executive can obtain employment in a business engaged in other lines and/or of a different nature
than the Bank, and that the enforcement of a remedy by way of injunction will not prevent the Executive from earning a livelihood.  Nothing
herein will be construed as prohibiting the Bank and the Company from pursuing any other remedies available to them for such breach
or threatened breach, including the recovery of damages from the Executive.


 


12.          Regulatory
Requirements


 


(a)          Notwithstanding
anything herein contained to the contrary, any payments to Executive by the Bank and/or the Company, whether pursuant to this Agreement
or otherwise, are subject to and conditioned upon their 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.


 


(b)          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 under Section 8(a) hereof, to the extent required
by federal or state laws or regulations related to banking, to deposit insurance or bank holding companies or by regulations or
orders issued by 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.


 




    	 



    	 



    

  


13.          Arbitration;
Legal Fees.


 


(a)          Arbitration.  In
the event that any dispute should arise between the parties as to the meaning, effect, performance, enforcement, or other issue
in connection with this Agreement, which dispute cannot be resolved by the parties, the dispute shall be decided by final and binding
arbitration of a panel of three arbitrators.  Proceedings in arbitration and its conduct shall be governed by the rules
of the American Arbitration Association (“AAA”) applicable to commercial arbitrations (the “Rules”) except
as modified by this Section.  The Executive shall appoint one arbitrator, the Bank shall appoint one arbitrator, and
the third shall be appointed by the two arbitrators appointed by the parties.  The third arbitrator shall be impartial
and shall serve as chairman of the panel.  The parties shall appoint their arbitrators within thirty (30) days after
the demand for arbitration is served, failing which the AAA promptly shall appoint a defaulting party’s arbitrator, and the
two arbitrators shall select the third arbitrator within fifteen (15) days after their appointment, or if they cannot agree or
fail to so appoint, then the AAA promptly shall appoint the third arbitrator.  The arbitrators shall render their decision
in writing within thirty (30) days after the close of evidence or other termination of the proceedings by the panel, and the decision
of a majority of the arbitrators shall be final and binding upon the parties, nonappealable, except in accordance with the Rules
and enforceable in accordance with the applicable state law.  Any hearings in the arbitration shall be held in Suffolk
County, New York unless the parties shall agree upon a different venue, and shall be private and not open to the public.  Each
party shall bear the fees and expenses of its arbitrator, counsel, and witnesses, and the fees and expenses of the third arbitrator
shall be shared equally by the parties.  The other costs of the arbitration, including the fees of AAA, shall be borne
as directed in the decision of the panel.


 


(b)          Legal
Fees and Other Expenses.  If the Executive is successful on the merits of the dispute, as determined in the arbitration,
all legal fees and such other expenses as reasonably incurred by the Executive as a result of or in connection with or arising
out of the dispute, shall be paid by the Bank and/or the Company, provided that such payment or reimbursement is made by the Bank
not later than two and one-half months after the end of the year in which such dispute is resolved in Executive’s favor.


 


14.         Indemnification
and Insurance.  The Bank and/or the Company shall provide the 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 under applicable 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 an officer of the Bank and/or the Company (whether or not he continues
to be an 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 attorneys’ fees and the cost of reasonable settlements (such settlements must be approved
by the Board); provided, however, that neither the Bank nor the Company shall be required to indemnify or reimburse Executive for
legal expenses or liabilities incurred in connection with an action, suit or proceeding arising from any illegal or fraudulent
act committed by Executive.  Any such indemnification shall be made consistent with Section 18(k) of the Federal Deposit
Insurance Act, 12 U.S.C. §1828(k), and the regulations issued thereunder in 12 C.F.R. Part 359.


 


15.         Notices.
The persons or addresses to which mailings or deliveries shall be made may change from time to time by notice given pursuant to
the provisions of this Section.  Any notice or other communication given pursuant to the provisions of this Section shall
be deemed to have been given (i) if sent by messenger, upon personal delivery to the party to whom the notice is directed; (ii)


 




    	 



    	 



    

  


if sent by reputable
overnight courier, one business day after delivery to such courier; (iii) if sent by facsimile, upon electronic or telephonic confirmation
of receipt from the receiving facsimile machine and (iv) if sent by mail, three business days following deposit in the United States
mail, properly addressed, postage prepaid, certified or registered mail with return receipt requested.  All notices required
or permitted to be given hereunder shall be addressed as follows:


 


	 	If to the Executive:	Howard H. Nolan
	 	 	At the last address
	 	 	  On file
	 	 	 
	 	If to the Company	 
	 	and the Bank:	Bridgehampton National Bank
	 	 	2200 Montauk Highway
	 	 	Bridgehampton, New York 11932
	 	 	Attention: President and Chief Executive Officer


 


	 	With a copy to:
	 	 
	 	 	Luse Gorman, PC
	 	 	5335 Wisconsin Avenue, NW, Suite 780
	 	 	Washington, DC 20015
	 	 	Attention: John J. Gorman, Esq.


 


16.          Amendment.  No
modifications of this Agreement shall be valid unless made in writing and signed by the parties hereto.


 


17.          Miscellaneous.


 


(a)          Notice
of Termination.  Any termination of Executive’s employment by the Bank and/or the Company shall be communicated
in writing to the Executive, and any voluntary termination of employment by the Executive shall be communicated in writing to the
Bank and/or the Company.


 


(b)          Successors
and Assigns.  This Agreement will inure to the benefit of and be binding upon the Executive, his legal representatives
and estate and intestate distributees, and the Company and the Bank, their successors and assigns, including any successor by merger
or consolidation or a statutory receiver or any other person or firm or corporation to which all or substantially all of the assets
and business of the Bank or the Company may be sold or otherwise transferred.  Any such successor of the Bank or the
Company shall be deemed to have assumed this Agreement and to have become obligated hereunder to the same extent as the Company
and Bank, and the Executive’s obligations hereunder shall continue in favor of such successor.


 


(c)          Severability.  A
determination that any provision of this Agreement is invalid or unenforceable shall not affect the validity or enforceability
of any other provision hereof.


 


(d)          Waiver.  Failure
to insist upon strict compliance with any terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant
or condition.  A waiver of any provision of this Agreement must be made in writing, designated as a waiver, and signed
by the party against whom its enforcement is sought.  Any waiver or relinquishment or any right or power


 




    	 



    	 



    

  


hereunder at any one or more times shall
not be deemed a waiver or relinquishment of such right or power at any other time or times.  


 


(e)          Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which shall constitute
one and the same Agreement.


 


(f)          Governing
Law.  This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of
New York, without reference to conflicts of law principles, except to the extent governed by federal law in which case federal
law shall govern.


 


(g)          Headings
and Construction.  The headings of sections in this Agreement are for convenience of reference only and are not intended
to qualify the meaning of any Section.  Any reference to a Section number shall refer to a Section of this Agreement,
unless otherwise specified.


 


(h)          Entire
Agreement.  This instrument contains the entire agreement of the parties relating to the subject matter hereof, and
supersedes in its entirety any and all prior agreements, understandings or representations relating to the subject matter hereof.  


 


(i)          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 are not timely paid or provided by the Bank, such amounts and benefits
shall be paid or provided by the Company.


 




    	 



    	 



    

  


IN WITNESS WHEREOF,
the Bank and the Company have caused this Agreement to be executed and the Executive has hereunto set his hand, all as of the Effective
Date specified above.


 


	 	 	EXECUTIVE	 
	 	 	 	 
	June 23, 2015	 	/s/ Howard H. Nolan	 
	Date	 	Howard H. Nolan	 
	 	 	 	 
	 	 	BRIDGE BANCORP, INC.	 


 


	June 23, 2015	 	By: 	/s/ Kevin M. O’Connor	 
	Date	 	 	Kevin M. O’Connor	 
	 	 	 	President and Chief Executive Officer	 
	 	 	 	 	 
	 	 	BRIDGEHAMPTON NATIONAL BANK	 
	 	 	 	 	 
	June 23, 2015	 	By: 	/s/ Kevin M. O’Connor	 
	Date	 	 	Kevin M. O’Connor	 
	 	 	 	President and Chief Executive Officer