ex10_1matcontract.htm


    EXHIBIT
      10.1

    


    MATERIAL
      CONTRACTS

     

    ADDENDUM
      TO

    EMPLOYMENT
      AGREEMENT

    BY
      AND BETWEEN

    BRIDGEHAMPTON
      NATIONAL BANK,

    BRIDGE
      BANCORP, INC.

    AND

    HOWARD
      H. NOLAN

     

    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
      Howard H. Nolan (“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:

     

    


    
      	
               

            	
              “(c)

            	
              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.”

            


    

    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/
        Raymond Wesnofske

              
Raymond
        Wesnofske

      


              BRIDGE
        BANCORP,
        INC.

      


      


      


      


      Dated:                      May
        21,
        2007                                                                By:           /s/
        Raymond Wesnofske

              
Raymond
        Wesnofske

      


      


      


             EXECUTIVE

      


      


      


      


      Dated:                      May
        21,
        2007                                                                By:           /s/
        Howard H. Nolan

              
Howard
        H.
        Nolan