Ex. 10.1 Material Contracts - Employment Agreement


    EXHIBIT
      10.1

    


    MATERIAL
      CONTRACTS

    


    EMPLOYMENT
      AGREEMENT

    


    


    This
      Employment Agreement (“Agreement”) is made and entered into as of the
      26th
      day of
      June, 2006 (“Effective Date”), by and between Bridgehampton National Bank, a
      bank organized and existing under the laws of the United States of America
      and
      having its executive offices at 2200 Montauk Highway, Bridgehampton, New York
      (“Bank”), Bridge Bancorp, Inc., the holding company for the Bank (the
“Company”), and Howard H. Nolan (“Executive”). 

    


    


    WITNESSETH:

    


    WHEREAS,
      Executive has been offered a position as Senior Executive Vice President and
      Chief Operating Officer of the Bank and the Company; and

     

           
      WHEREAS, the Executive is willing to accept the offer of employment on the
      terms
      and conditions set forth in this Agreement.

    


    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants and
      obligations hereinafter set forth, the Bank, the Company and the Executive
      hereby agree as follows:

    


    1.
      Employment Period.

    


    (a)
      Three
      Year Contract. The Executive’s period of employment with the Bank under the
      terms of this Agreement shall begin on the Effective Date and shall continue
      for
      a period of thirty-six months thereafter (the “Employment Period”). Unless
      extended, the Employment Period shall end on the date that is thirty-six (36)
      months after the Effective Date. On or prior to the second anniversary date
      of
      the Effective Date, the Bank and the Company shall notify the Executive in
      writing whether the Employment Period will be extended and for what period,
      if
      any, the Employment Period will be extended.

    


    (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 2007.

    


    (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; Responsibility. During the Employment Period, the Executive shall serve
      as the Senior Executive Vice President and Chief Operating 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 CEO and/or the Board. In his capacity as
      Senior Executive Vice President and Chief Operating Officer, the Executive
      shall
      directly report to the President and Chief Executive Officer and to the Board
      of
      Directors. The Executive shall also be appointed as a member of the Board of
      Directors of the Bank and the Company, subject in the case of the Company to
      election by the shareholders. 

    


    (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.


    
      
        
        

      

      
        Page1

        
          

        

      

      
        
        

      

    


    


    


    (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 $200,000. 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 Base Salary shall occur in January 2007.

    


    (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.

    


    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 be entitled 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 Supplement 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), 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. 


    
      
        
        

      

      
        Page2

        
          

        

      

      
        
        

      

    


    


    


    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.

    


    (1)
      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.


    


    (2)
      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:

    


    


    (i)The
      Executive’s voluntary resignation from employment with the Bank and the Company
      within 30 days after any of the following events, such that the 

    Executive’s
      resignation shall be treated as a resignation for “Good Reason”:

    
 

    (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, which the Bank and the Company fail to cure within 30
      days
      following written notice thereof from the Executive;

    


    


    (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, which the
      Bank
      and/or the Company fail to cure within 30 days following written notice thereof
      from the Executive; or 

    


    (E)
      the
      relocation of Executive’s principal place of employment to an office other than
      one located in Southampton, East Hampton, Shelter Island, Southhold or
      Riverhead, New York unless consented to by Executive.

    


    (ii)
      the
      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; following a Change in Control, as set forth
      in
      Section 7(c) below; or as a result of the death of the Executive. 

    


    


    Then
      the
      Bank shall provide the benefits and pay to the Executive the amounts provided
      for under Section 7(b).


    
      
        
        

      

      
        Page3

        
          

        

      

      
        
        

      

    


    


    


    


    (b)
      Severance Pay. Subject to the limitations set forth in Section 7(e) below,
      upon
      the termination of the Executive’s employment with the Bank under circumstances
      described in Section 7(a) of this Agreement, 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, if any, to which he is entitled as a former employee under the Bank’s
      employee benefit plans;

    


    (iii)
      if
      the Executive’s employment is terminated within the first 18 months following
      the Effective Date (the “Initial Period”), continued group health and medical
      insurance benefits (on the same terms as such benefits are made available to
      other executive employees of the Bank) for the greater of six months or the
      remainder of the Initial Period;

    


    (iv)
      if
      the Executive’s employment is terminated following the “Initial Period”,
      continued group health and medical insurance benefits (on the same terms as
      such
      benefits are made available to other executive employees of the Bank) for the
      greater of six months or the remainder of the Employment Period;

    


    (v)
      if
      Executive’s employment is terminated within the Initial Period, a lump sum cash
      payment, as liquidated damages, in an amount equal to the greater of (a) the
      Base Salary that the Executive would have earned if he had continued working
      for
      the Bank for the remainder of the Initial Period; or (b) one-half of his annual
      Base Salary; and

    


    (vi)
      if
      Executive’s employment is terminated following the Initial Period, a lump sum
      cash payment, as liquidated damages, in an amount equal to the greater of (a)
      the Base Salary that the Executive would have earned if he had continued working
      for the Bank for the remainder of the Employment Period; or (b) one-half of
      his
      annual Base Salary.

    


    (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 three (3) times Executive’s “base amount”, as
      determined in accordance with said Section 280G of the Internal Revenue Code
      of
      1986, as amended (the “Code”). Notwithstanding the foregoing, in no event shall
      the aggregate payments or benefits to be made or afforded to Executive as a
      result of a Change in Control (the “CIC Termination Benefits”) constitute an
“excess parachute payment” under Section 280G of the Code or any successor
      thereto. In order to avoid such a result, the CIC Termination Benefits will
      be
      reduced, if necessary, to an amount (the “Non-Triggering Amount”), the value of
      which is one dollar ($1.00) less than an amount equal to three (3) times
      Executive's “base amount”, as determined in accordance with said Section 280G.
      The allocation of the reduction required hereby among the CIC Termination
      Benefits provided hereby shall be determined by the Executive. 

    


    (d)
      Disability. 

    


    (i)
      If
      the termination of the Executive’s employment with the Bank is a result of the
      Executive’s “Disability,” the provisions of this paragraph (d) shall apply.
“Disability” shall mean the Executive’s “total and permanent disability” as
      determined by the Bank, based upon competent and independent medical evidence
      that the Executive’s physical or mental condition is such that he is totally and
      permanently incapable of performing the essential tasks of his position
      hereunder. To the extent that any payments hereunder on account of disability
      are subject to Section 409A of the Internal Revenue Code of 1986 (“Code”),
“disability” shall have the meaning set forth in Code Section 409A and the
      regulations thereunder.


    
      
        
        

      

      
        Page4

        
          

        

      

      
        
        

      

    


    


    


    (ii)
      Upon
      termination of Executive’s employment because of 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 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).

    


    (iii)
      Upon termination of Executive’s employment because of Disability, the Executive
      shall be entitled continuing group health and medical insurance benefits for
      a
      period of twenty-four months following such termination, on the same terms
      as
      such benefits are made available to other executive employees of
      Disability.

    


    (e)
      Tax
      Code Limitation on Severance Pay. Notwithstanding the foregoing, to the extent
      required by Code Section 409A and the regulations thereunder, if the Executive
      is a “specified employee” (i.e., a “key employee” within the meaning of Code
      Section 416(i) without regard to paragraph 5 thereof), the cash severance
      payments described in Sections 7(b)(v) and (vi) and 7(c)(ii) shall be made
      to
      him immediately following the expiration of six (6) months following his
“separation from service” (as defined in Code Section 409A and the regulations
      thereunder).

    


    (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 include termination because of the Executive’s personal dishonesty,
      incompetence, willful misconduct, breach of fiduciary duty involving personal
      profit, breach of the Bank’s Code of Ethics, violation of Sarbanes-Oxley Act
      requirements for officers of public companies, willfully engaging in actions
      that in the reasonable opinion of the Board will likely cause substantial injury
      to the business reputation of the Company or Bank, intentional failure to
      perform stated duties, willful violation of any law, rule or regulation (other
      than routine traffic violations or similar offenses) or final cease-and-desist
      order, or material breach of any provision of the contract.

    


    (ii)
      If
      the Bank and the Company wish to terminate the Executive’s employment for
“Cause,” such determination shall require the affirmative vote of the Board of
      Directors and prior to such vote the Board shall furnish Executive with a
      written statement of its grounds for proposing to make such determination,
      and
      shall afford the Executive a reasonable (under the circumstances) opportunity
      to
      make an oral and/or a written presentation to the Board to refute the grounds
      for the proposed termination for Cause.

    


    


    (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 Reasons” specified in Section 7(a)(i).

    

    
      
        
        

      

      
        Page5

        
          

        

      

      
        
        

      

    

    
 

    9.
      Change
      in Control

    


    (a)
      Except for payments that are subject to Code Section 409A, for purposes of
      this
      Agreement, the term “Change in Control” shall mean a change in control of a
      nature that: (i) would be required to be reported in response to Item 5.01(a)
      of
      the current report on Form 8-K, as in effect on the date hereof, pursuant to
      Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”);
      or (ii) results in a Change in Control of the Bank within the meaning of the
      Change in Bank Control Act, and applicable rules and regulations promulgated
      thereunder, or results in a Change in Control of the Company within the meaning
      of the Bank Holding Company Act of 1956, and the rules and regulations
      promulgated thereunder, in each case as in effect at the time of the Change
      in
      Control; or (iii) without limitation such a Change in Control shall be deemed
      to
      have occurred at such time as (a) any “person” (as the term is used in Sections
      13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner”(as
      defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
      securities of the Company representing 25% or more of the combined voting power
      of Company’s outstanding securities except for any securities purchased by the
      Bank’s employee stock ownership plan or trust; or (b) individuals who constitute
      the Board of Directors of the Bank or the Company on the date hereof (the
“Incumbent Board”) cease for any reason to constitute at least a majority
      thereof, provided that any person becoming a director subsequent to the date
      hereof whose election was approved by a vote of at least three-quarters of
      the
      directors comprising the Incumbent Board, or whose nomination for election
      by
      the Company’s stockholders was approved by the same Nominating Committee serving
      under an Incumbent Board, shall be, for purposes of this clause (b), considered
      as though he were a member of the Incumbent Board; or (c) a plan of
      reorganization, merger, consolidation, sale of all or substantially all the
      assets of the Bank or the Company or similar transaction in which the Bank
      or
      Company is not the surviving institution occurs; or (d) a proxy statement
      soliciting proxies from stockholders of the Company, by someone other than
      the
      current management of the Company, seeking stockholder approval of a plan of
      reorganization, merger or consolidation of the Company or similar transaction
      with one or more corporations as a result of which the outstanding shares of
      the
      class of securities then subject to the plan are to be exchanged for or
      converted into cash or property or securities not issued by the Company; or
      (e)
      a tender offer is made for 25% or more of the voting securities of the Company
      and the shareholders owning beneficially or of record 25% or more of the
      outstanding securities of the Company have tendered or offered to sell their
      shares pursuant to such tender offer and such tendered shares have been accepted
      by the tender offeror.

    
 

    (b)
      With
      respect to any payments hereunder that are subject to Code Section 409A, “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. 

    


    (1)
      A
      change in ownership occurs on the date that any one person, or more than one
      person acting as a group (as defined in Proposed Treasury Regulations section
      1.409A-3(g)(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. 

    


    (2)
      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 Proposed Treasury Regulations section 1.409A-3(g)(5)(vi)(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 35% 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.


    
      
        
        

      

      
        Page6

        
          

        

      

      
        
        

      

    

    


    


    (3)
      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 Proposed Treasury Regulations section 1.409A-3(g)(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 Proposed Treasury Regulations section
      1.409A-3(g)(5), except to the extent that such proposed regulations are
      superseded by subsequent guidance. 

    


    


    (c)
      For
      purposes of this Agreement, the term “Change in Control Date” shall mean the
      first date during the Employment Period on which a Change in Control occurs.
      Anything in this Agreement to the contrary notwithstanding, if the Executive’s
      employment with the Bank is terminated and if it is reasonably demonstrated
      by
      the Executive that such termination of Employment (i) was at the request of
      a
      third party who has taken steps reasonably calculated to effect a Change in
      Control or (ii) otherwise arose in connection with or anticipation of a Change
      in Control, then for all purposes of this Agreement the “Change in Control Date”
shall mean the date immediately prior to the date of such termination of
      employment.

    


    10.
      Confidentiality. Unless he 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:

     

    (1)
      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

     

    (2)
      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 competing with the Bank or its affiliates in the same geographic
      locations where the Bank or its affiliates has business interests. If
      Executive’s employment is terminated within the Initial Period, this restriction
      shall apply for the greater of six months or the remainder of the Initial
      Period, but in no event more than one year following termination. If Executive’s
employment
      is terminated after the Initial Period, this restriction shall apply for the
      greater of six months or the remainder of the Employment Period, but in no
      event
      for more than 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.


    
      
        
        

      

      
        Page7

        
          

        

      

      
        
        

      

    

     

    (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.
      Additional Termination and Suspension Provisions

    


    (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.


    
      
        
        

      

      
        Page8

        
          

        

      

      
        
        

      

    


    


    (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.

    


    14.
      Indemnification and Insurance.

    


    (a)
      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

     4
      Jenny Path

     Medford,
      New York 11763

    


    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 Pomerenk & Schick, PC

    5335
      Wisconsin Avenue, NW, Suite 400

    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. 


    
      
        
        

      

      
        Page9

        
          

        

      

      
        
        

      

    


    


    


        (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. 


    
      
        
        

      

      
        Page10

        
          

        

      

      
        
        

      

    


    


    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
      26, 2006             /s/
      Howard H. Nolan 

    Date     
Howard
      H.
      Nolan

    


                              BRIDGEHAMPTON
      NATIONAL
      BANK

    


     

    


    June
      26, 2006            By:
/s/
      Raymond Wesnofske 

    Date      Raymond
      Wesnofske

                   
       Chairman of the Board

    


                                

                                BRIDGE
      BANCORP,
      INC.

    


     

    


    June
      26, 2006    
 By:
      /s/
      Raymond Wesnofske

    Date       Raymond
      Wesnofske 

                        Chairman
      of the Board

    


    


    



    
      
        
        

      

      
        Page11