EXHIBIT 10.11 – EMPLOYMENT AGREEMENT BETWEEN
REGISTRANT AND JOHN GRASSO


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[THE FIRST NATIONAL BANK OF LONG ISLAND
LETTERHEAD]


January 1, 2007


Mr. John Grasso


Dear Mr. Grasso:


         This letter
employment agreement (the “Agreement”) will serve to set forth the terms and
conditions of your employment by The First of Long Island Corporation (“FLIC”),
and its subsidiary, The First National Bank of Long Island (the “Bank”), as
follows:


	
   

  	
   

  
	
  1.

  	
  TERM; RENEWAL

  



         The Initial
Term of the Agreement shall run from January 22, 2007 through and including
January 21, 2008 and, if not terminated as described below, the Agreement
shall, on January 1 of each year, automatically be extended for an additional
year, resulting in a new one-year term (the “Renewal Terms”), with such
modifications hereto as the parties shall agree in writing; provided, however,
that the Agreement shall not be so extended in the event that you or FLIC
provides written notice of non-extension to the other party no later than
October 31 of the preceding year. Notwithstanding the foregoing, FLIC may not
provide such notice of non-extension during any period of time in which the
Board of Directors of FLIC is actively negotiating a transaction the
consummation of which would constitute a Change of Control Event (as
hereinafter defined).


	
   

  	
   

  
	
  2.

  	
  CAPACITY

  



         A.      You
shall be employed in the capacity of Executive Vice President of the Bank and
such other senior executive title or titles of FLIC or the Bank as may from
time to time be determined by the Board of Directors of the Bank and FLIC. You
shall be the officer in charge of all operations of the branch system of the
Bank, with such specific duties and responsibilities as shall be assigned to
you by the Chief Executive Officer or by the Board of Directors of the Bank.
You shall be responsible to the Chief Executive Officer of FLIC and the Bank.


         B.      You
agree to devote your full time and attention and best efforts to the faithful
and diligent performance of your duties to FLIC and the Bank and shall serve
and further the best interests and enhance the reputation of FLIC and the Bank
to the best of your ability. Nothing herein shall be construed as preventing
you from serving as a member of the board of directors of any non-profit
organization. 


	
   

  	
   

  
	
  3.

  	
  COMPENSATION
  

  



         As
full compensation for your services, you shall receive the following from FLIC
or, in the discretion of FLIC, it shall cause the following to be paid or
provided by the Bank:


         A.      A
Base Annual Salary of not less than One Hundred Sixty Thousand Dollars
($160,000.00), payable bi-weekly; provided, however, that no
later than January 15 of each year that this Agreement shall remain in effect,
the Chief Executive Officer and the Board of Directors of FLIC shall review
your compensation, without any commitment, to determine whether to increase
your Base Annual Salary hereunder. In the event that the Board of Directors of
FLIC does, from time to time, increase your Base Annual Salary, the increased
amount shall be your Base Annual Salary for all purposes of this Agreement, and
such increased amount shall be the minimum amount payable hereunder.


         B.      Such
other benefits as are consistent with the personnel benefits provided by the
Bank and FLIC to its officers and employees.


         C.      The
use of an appropriate automobile furnished by the Bank.


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  4.

  	
  TERMINATION PAYMENT

  



         A.      You
will be entitled to a payment (the “Termination Payment”) equal to One Hundred
Per Cent (100%) of your then current Base Annual Salary (the dollar amount so
calculated being hereafter referred to as the “Full Severance”) and FLIC shall
make such Termination Payment to you, in the event of, and within ten (10) days
after, the occurrence of any of the following: 


                   (i)
Your employment is terminated by the Bank, provided, however, that you shall
not be entitled to receive such payment if such termination is due to gross and
substantial dishonesty on your part; or


                   (ii)
You resign your employment with the Bank for Good Reason (as hereinafter
defined) within twenty-four months after a Change of Control Event.


         B.      You
will be entitled to a Termination Payment equal to Sixty Six and Two-Thirds Per
Cent (66 2/3%) of the Full Severance in the event that you resign your
employment with the Bank for any reason during the period beginning on the
thirty-first day after a Change of Control Event (as hereinafter defined) and
ending on the sixtieth day after such event.


         C.      FLIC
may elect to discharge its obligation to make the Termination Payment by
causing the Bank, its wholly owned subsidiary, to do so.


	
   

  	
   

  
	
  5.

  	
  NON-WAIVER

  



         Your
failure to resign upon the occurrence of a particular event constituting Good
Reason hereunder shall not bar you from resigning upon the subsequent
occurrence of any other or further event constituting Good Reason, and thereby
becoming eligible to receive the Termination Payment, provided that such resignation
occurs within twenty-four months after a Change of Control Event.


	
   

  	
   

  
	
  6.

  	
  INELIGIBILITY FOR TERMINATION PAYMENT

  



         Regardless
of whether a Change of Control Event shall have occurred, you shall not be
entitled to any Termination Payment in the event that your employment is
terminated by reason of your death, normal retirement or disability.


	
   

  	
   

  
	
  7.

  	
  DEFINITIONS

  



         A.      “Good
Reason” for resignation by you of your employment shall mean the occurrence
(without your express written consent) of any one of the following acts or
omissions to act by FLIC or the Bank:


                   (i)
The assignment to you of any duties materially inconsistent with the nature and
status of your responsibilities immediately prior to a Change of Control Event,
or a substantial adverse alteration in the nature or status of your
responsibilities from those in effect immediately prior to the Change of
Control Event; provided, however, that a redesignation of your title shall not
in and of itself constitute Good Reason if your overall duties and status
within FLIC and the Bank are not substantially adversely affected.


                   (ii)
The failure by FLIC or the Bank to pay you any portion of your current
compensation, or to pay you any portion of an installment of a deferred
compensation amount under any deferred compensation program, within fourteen
(14) days of the date such compensation is due.


         B.      “Change
of Control Event” shall mean the occurrence of any one of the following:


                   (i)
Continuing Outside Directors (as hereinafter defined) no longer constitute at
least two-thirds (2/3) of Outside Directors (as hereinafter defined) of FLIC;


                   (ii)
There shall be consummated a merger or consolidation of FLIC, unless at least
two-thirds (2/3) of Continuing Outside Directors are to continue to constitute
at least two-thirds (2/3) of Continuing Directors;


                   (iii)
At least two-thirds (2/3) of Continuing Outside Directors determine that action
taken by stockholders constitutes a Change of Control Event; or


                   (iv)
The Bank shall cease to be a wholly-owned subsidiary of FLIC. 


         C.      “Continuing
Outside Director” shall mean any individual who is not an employee of FLIC
or the Bank and who (i) is a director of FLIC as of the date hereof, (ii) prior
to election as a director is nominated by at least two-thirds (2/3) of 


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the Continuing Outside Directors, or (iii) following election as a
director is designated a Continuing Outside Director by at least two-thirds
(2/3) of Continuing Outside Directors.


         D.      “Outside
Director” shall mean an individual who is not an employee of FLIC or the
Bank who is a director of FLIC.


	
   

  	
   

  
	
  8.

  	
  INSURANCE

  



         8.1     In
the event that you shall cease to be employed by the Bank under circumstances
entitling you to receive a Termination Payment hereunder, you shall be entitled
to the following insurance coverage:


         Health
Insurance. FLIC shall, at no cost to you, continue to cover you under, or
provide you with, family medical and dental coverage subsequent to the date of
termination of your employment. Such coverage shall be continued for a period
ending on the date which is twelve (12) months after the termination date and
shall be no less favorable than your medical and dental coverage in effect on
such termination date; provided, however, that if such termination date is
subsequent to the occurrence of a Change of Control Event, the coverage to be
provided hereunder shall be no less favorable than the coverage in effect
immediately prior to the occurrence of such Change of Control Event.


         8.2     Notwithstanding
the provisions of the foregoing Section 8.1, the obligation of FLIC to provide
the health insurance coverage described therein shall cease, as to each such
policy and form of coverage, on the date when another employer makes available
to you benefits which are substantially comparable to those described in such
sections, regardless of whether the benefits made available by such employer
require a contribution on your part.


	
   

  	
   

  
	
  9.

  	
  DEATH.

  



         In the
event of your death subsequent to termination of your employment, all payments
and benefits due you hereunder shall be paid to your designated beneficiary or
beneficiaries or, if you have not designated a beneficiary or beneficiaries, to
your estate.


	
   

  	
   

  
	
  10.

  	
  NON-SOLICITATION; CONFIDENTIALITY

  



         10.1   In
consideration of the agreement by FLIC to make a Termination Payment to you
under the circumstances described in Section “4” hereof, and regardless of
whether you shall actually become entitled to receive a Termination Payment,
you agree that, for a period of two (2) years after the termination of your
employment by FLIC, you will not (i) on behalf of any banking organization or
lender doing business in New York City or in the Counties of Nassau or Suffolk,
directly or indirectly solicit the business of any person or entity which shall
be a customer of the Bank on the date of such termination or facilitate or
assist in the development of any business relationship between any such banking
organization or lender and any such customer or (ii) either directly or on
behalf of any such banking organization or lender, employ, retain, or solicit
the employment or retention of, any person who shall be an employee of the Bank
on the date of such termination.


         10.2   You
agree, without limitation as to time, to keep secret and retain in confidence
all confidential matters of FLIC and the Bank, whether developed by FLIC, the
Bank or you, including, without limitation, “know-how,” trade secrets, customer
lists, pricing policies, and operational methods, and not to disclose them to
anyone outside of FLIC or the Bank except in the course of performing your
duties hereunder or with the express written consent of FLIC.


         10.3   If
a court of competent jurisdiction determines that any covenant contained herein
is unreasonable because of its term or territorial scope, or for any other reason,
such court may reform the condition of such covenant so that it is reasonable
under the circumstances and this covenant, as reformed, shall be enforceable.         


	
   

  	
   

  
	
  11.

  	
  MISCELLANEOUS

  



         11.1   Binding
Effect; Successors. This Agreement shall be binding upon, inure to the
benefit of and be enforceable by you and us, your heirs and your and our
respective legal representatives, successors and assigns. If FLIC shall be
merged into or consolidated with another entity, the provisions hereof shall be
binding upon and inure to the benefit of the entity surviving such merger or
resulting from such consolidation. We shall require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of FLIC, by agreement in form and
substance satisfactory to you, to expressly assume and agree to perform
hereunder in the same manner and to the same extent that we would be required
to perform hereunder if no such succession had taken place. The provisions
hereof shall continue to apply to each subsequent merger, consolidation or
transfer of assets of such subsequent employer.


         11.2   Notices.
Any notices required to be given under this Agreement shall, unless otherwise
agreed to by you and us, be in writing and shall be sent by certified mail,
return receipt requested, to FLIC at 10 Glen Head Road, Glen Head, New 


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York 11545, Attention: Board of Directors, and to you at the home
address which you have designated in writing; or at such other address as you
or we may designate in writing, respectively.


         11.3   Waiver;
Modification. No waiver or modification in whole or in part of this
Agreement, or any term or condition hereof, shall be effective against any
party unless in writing and duly signed by the party sought to be bound. Any
waiver of any breach of any provision hereof or any right or power by any party
on one occasion shall not be construed as a waiver of, or a bar to, the
exercise of such right or power on any other occasion or as a waiver of any
subsequent breach.


         11.4   Separability.
Any provision of this Agreement which is unenforceable or invalid in any
respect in any jurisdiction shall be ineffective in such jurisdiction to the
extent that it is unenforceable or invalid without affecting the remaining
provisions hereof, which shall continue in full force and effect. The
enforceability or invalidity of a provision of the Agreement in one
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


         11.5   Controlling
Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York applicable to contracts made and to be
performed therein.


         If this Agreement
is satisfactory to you, kindly indicate your acceptance by signing and
returning the enclosed copy thereof to the Bank.


	
   

  	
   

  	
   

  
	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
  THE FIRST OF LONG ISLAND CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MICHAEL
  N. VITTORIO 

  
	
   

  	
   

  	
  


  
	
   

  	
   

  	
  Michael N. Vittorio, President

  
	
   

  	
   

  	
   

  
	
  Accepted and agreed to as 

  of the 22nd day of January, 2007 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ JOHN
  GRASSO

  	
   

  	
   

  
	
  


  	
   

  	
   

  
	
  John Grasso 

  	
   

  	
   

  



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