EX-10-1









	Exhibit 10.1 –  	 Employment Agreement Between The First of Long Island Corporation and Michael N.
Vittorio Dated January 3, 2005  






[THE FIRST OF LONG
ISLAND CORPORATION LETTERHEAD]  



January 3, 2005 



Mr. Michael N.
Vittorio 



Dear Mr. Vittorio: 



        This
letter employment agreement (the “Agreement”) supersedes and replaces your
Employment Agreement dated July 1, 2004. 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”), are as follows: 



	1. 	TERM;
RENEWAL  






          
The
Initial Term of the Agreement shall run from January 1, 2005 through and including
December 31, 2007. If not terminated as described below, the term of the Agreement shall,
on January 1 of each year (beginning January 1, 2006), automatically be extended for an
additional year, resulting in a new three-year term (a “Renewal Term”), 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 provide written
notice of non-extension to the other party no later than sixty (60) days prior of the end
of any calendar 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;
DUTIES  






          
A.     You shall be employed in the capacity of President and Chief Executive Officer
          of FLIC and such other senior executive title or titles of FLIC or the Bank as
          may from time to time be determined by the Boards of Directors of the Bank and
          FLIC. You shall be proposed for election to the Board of Directors of FLIC at
          each annual meeting of shareholders at which you must stand for election in
          order to continue as a director and you shall be appointed by FLIC to serve as
a           director of the Bank during your tenure as an executive officer of 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 you                     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 or, with the consent of the Board of
Directors of FLIC,                     of any for-profit organization, in either case
subject to and consistent with                     applicable laws. You shall also
provide services to the Boards of Directors of                     the Bank and FLIC.  



          
C.     Your responsibilities and duties shall include the
following: 



                    
(i)
                         You shall be the Chief Executive Officer of
FLIC responsible for the operation                     and management of FLIC, the Bank
and any other direct or indirect subsidiary of                     FLIC. All officers and
other employees of FLIC, the Bank and any other direct or                     indirect
subsidiary of FLIC, shall report or be ultimately responsible to you
                    throughout the Term and any Renewal Term hereof. FLIC agrees that,
without your                     express consent, it will not, and will not permit the
Bank or any other direct                     or indirect subsidiary to appoint anyone to
a position with responsibilities and                     authorities senior to those of
you.  



                    
(ii)                         You shall also serve on and chair, where you
deem appropriate, the following                     committees of the Bank, FLIC, the
Board of Directors of the Bank or the Board of                     Directors of FLIC:  



          A.
    Executive Committee;  



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          B.     
Loan Committee; 



          C.     
Investment Management Division                     Committee; 



          D.     
Compliance Committee;  



          E.     
Such other committees as you shall                     determine, except auditing and
examining committees.  



	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 to you by the
Bank:  



          A.
              A Base Annual Salary, payable bi-weekly, of not less
than Three Hundred Twenty           Seven Thousand Five Hundred Dollars ($327,500.00);
provided, however, that no           later than January 15 of each year that this
Agreement shall remain in effect,           beginning in the year 2006, 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.              The
use of an appropriate new automobile furnished by the Bank.  



          C.              Reimbursement
for country club dues and for expenses incurred by you at the club           that are
necessary and proper in the conduct of the business of FLIC or the           Bank.  



          D.              Participation
in the existing The First National Bank of Long Island           Supplemental Executive
Retirement Program.  



          E.              A
group term life insurance policy insuring your life, the beneficiary of which
          shall be designated by you, with a face amount of not less than two times the
          Base Annual Salary, provided that you meet the insurance company’s
physical           qualifications.  



          F.     Such
other benefits as are consistent with the personnel benefits provided by the
Bank and FLIC to its officers and employees; provided, however, that your
vacation shall be for a period of no less than five (5) weeks.  



	4. 	TERMINATION
PAYMENT.  






          A.    
Entitlement.
FLIC shall make a payment to you, in the amount provided for in Paragraph “B” of
this Section (the “Termination Payment”), in the event of, and within
ten (10) days after, the occurrence of either of the following:  



                    
(i)              You
resign your employment with the Bank for any reason within one hundred           twenty
(120) days after a Change of Control Event (as such term is hereinafter
          defined); or  



                    
(ii)              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. A resignation by you which follows any
          default by FLIC in complying with the provisions of this Agreement shall be
          deemed a termination of your employment by FLIC and shall thereby entitle you
to           receive the Termination Amount as provided hereunder.  



          B.
    Amount. Regardless of the length of the then remaining
portion of the Initial Term or Renewal Term, as the case may be, the Termination Payment
shall be equal to Three Hundred Per Cent (300%) of your then current Base Annual Salary
in the event of termination of your employment pursuant to Section 4(A)(i) or your
resignation pursuant to Section 4(A)(ii).  



          C.
    Limitation on Payment.
In no event shall any amounts payable pursuant to this Section 4 which are deemed to be
Parachute Payments (as hereinafter defined), when added to any other payments made to you
or for your benefit which are deemed to be Parachute Payments, equal or exceed three (3)
times your Base Amount (as hereinafter defined), and any amount payable under Paragraph B
of this Section 4 shall be reduced by the smallest amount necessary to reduce the
aggregate amount of all such payments to one dollar ($1.00) less than three (3) times
such Base Amount.  



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          D.    
Other Resignation. You will not be entitled to any payment in the event of your
resignation, except to the extent provided in the foregoing Section 4(A)(i) and
(ii).  



          E.    
Payor.
FLIC may elect to discharge its obligation to make any or all of the foregoing
payments by causing the Bank to do so.  



	5.  	NO
MITIGATION.  






          All
payments and benefits to which you are entitled under Section 4 shall be made and
provided without offset, deduction or mitigation on account of income or benefits you may
receive from other employment or otherwise.  



	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.    
“Base Amount” shall mean the amount
which is deemed to constitute your “base amount” pursuant to Section
280G of the Internal Revenue Code of 1986.  



          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 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, 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 thirty-six (36) 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.  



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          8.2    Notwithstanding
the provisions of the foregoing Section 8.1, the obligation of FLIC to provide the
medical and dental 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.l    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, we agree
that 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    Legal
Expenses. FLIC shall pay all costs and expenses incurred by you or us, including attorneys’ fees
and disbursements (at least monthly in the case of costs and expenses incurred by you),
in connection with any legal proceedings (including, but not limited to, arbitration),
whether or not instituted by you or us, relating to the interpretation or enforcement of
any provision of this Agreement in connection with the termination of your employment.
FLIC also agrees to pay prejudgment interest on any money judgment obtained by you as a
result of such proceedings, calculated at the prime interest rate of the Bank as in
effect from time to time from the date that payment should have been made to you
hereunder. Notwithstanding the foregoing, in the event that any legal proceedings
referred to above result in a final non-appealable determination that your employment was
terminated because of gross and substantial dishonesty on your part, FLIC shall have no
further obligation to you under this section and you shall refund to FLIC all amounts
previously paid to you pursuant to this section.  



          11.2    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.  



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          11.3    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 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.  



          11.4    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.  



          11.5    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.  



          11.6    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, would 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/ J. Douglas Maxwell, Jr., Director

              ——————————————————

              J. Douglas Maxwell, Jr.,
      Director






Accepted and agreed to as 
of the 3rd
day of January, 2005 



/s/ Michael N. Vittorio

———————————

MICHAEL N. VITTORIO 




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