Exhibit 10.12 - Employment Agreement between the Registrant
            and Sallyanne K. Ballweg


             


             


            [THE
            FIRST NATIONAL BANK OF LONG ISLAND LETTERHEAD]


             


             


            
                	
                            
                             

                        	
                            
                            December 13, 2007

                        


            


             


             


            Ms.
            Sallyanne K. Ballweg


             


            Dear
            Ms. Ballweg:


             


            
            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 December 31, 2007
            through and including December 31, 2008 and, if not terminated as described below, the
            term shall automatically be extended for successive periods of one-year (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 the
            sixtieth (60th) day prior to the expiration of the Initial Term or Renewal
            Term, as the case may be. 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

                        


            


             


            
            2.1          You shall be
            employed in the capacity of Senior 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
            have general supervisory authority over risk management, commercial
            banking, commercial lending and the branch system, 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.


             


            
            2.2        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 Two Hundred Seventeen Thousand Five Hundred Dollars
            ($217,500.00), 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.


             


            
            2


             


             

            
            

            

             


            
            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 automobile furnished by the Bank.


             


            
                	
                            
                            4.

                        	
                            
                            TERMINATION PAYMENT

                        


            


             


            
            4.1          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
            either of the following:


             


            
            A. Involuntary Termination Without
            Cause.     Your employment is
            terminated by the Bank without cause (as defined in Section “7(E)” hereof)
            during the Initial Term or any Renewal Term. You will not be entitled to any
            Termination Payment in the event that FLIC provides written notice of non-extension
            pursuant to Section “1” hereof and terminates your employment upon or
            subsequent to the expiration date of this Agreement. It is understood that the
            Termination Payment shall become payable only in the event that (i) your employment is
            terminated and (ii) you cease to be employed by the Bank prior to such expiration
            date.


             


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


             


            
            4.2          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.


             


            
            4.3          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, or subsequent to
            the expiration of this Agreement.


             


            
                	
                            
                            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.


             


            
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            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 the directors of the surviving
            corporation;


             


            
            (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, either directly or indirectly, 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.


             


            
            E.           “
            Cause”, for purposes of Section
            4.1(A), shall mean the following: conviction of a felony; misappropriation of any money
            or other asset of, or other willful misconduct causing damage to, the Bank or FLIC;
            failure or refusal to devote full-time employment services to the Bank; gross
            negligence in the performance of duties; the breach of any other material term of this
            Agreement; or material violation of the Code of Conduct of FLIC, as the same may be
            amended from time to time, or of any other rules promulgated by the Bank from time to
            time with regard to the conduct of its employees.


             


            
                	
                            
                            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 twelve (12) months after the termination date and
            shall be the same as that provided generally to employees of the Bank during such
            period; 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
            insurance coverage described therein shall cease on the date when another employer
            makes medical and dental coverage available to you or, in the event of your death, to
            your surviving spouse, which (i) is substantially comparable to the coverage to which
            you would be entitled pursuant to Section 8.1 and (ii) does not require a contribution,
            expressed as a percentage of the cost of such coverage, by you or your spouse in excess
            of the percentage contribution generally required by the Bank of its employees as of
            the date when such coverage is made available to you by such other employer.


             


            
                	
                            
                            9.

                        	
                            
                            DEATH

                        


            


             


            
            In the event of your death subsequent to termination of your employment,
            any payments due you hereunder shall be paid to the legal representative of your
            estate. In the event that family medical and dental coverage is being provided to you
            by FLIC as of the date of your death, such coverage shall be continued in accordance
            with, and subject to the conditions set forth in, Sections 8.1 and 8.2
            hereof.


             


             


             


            
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                            10.

                        	
                            
                            NON-SOLICITATION; CONFIDENTIALITY

                        


            


             


            
            10.1         
            Non-Solicitation.   In the event that you cease to
            be employed by the Bank under circumstances entitling you to a Termination Payment
            hereunder, you agree that, in consideration of such Termination Payment, you will not,
            for a period of one (1) year after you cease to be employed by the Bank, either (A) on
            behalf of any banking or lending organization doing business in any of the boroughs of
            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 FLIC, the Bank, or
            any of their respective subsidiaries, on the date of such termination or facilitate or
            assist in the development of any business relationship between any such banking or
            lending organization and any such customer or (B) 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 FLIC, the Bank, or any of their
            respective subsidiaries, on the date of such termination. In the event that you waive
            your right to receive such Termination Payment, by written notice to FLIC, then the
            provisions of this Section 10.1 shall thereafter be of no further force or effect.
            Notwithstanding anything to the contrary contained herein, it is agreed that the
            provisions of this Section 10.1 shall be binding upon you in the event that your
            employment is terminated for cause (as heretofore defined), in which event you shall
            not be entitled to a Termination Payment.


             


            
            10.2         
            Confidentiality.  You agree,
            without limitation as to time, to keep secret and retain in confidence all confidential
            matters of FLIC, the Bank, and their respective subsidiaries, whether developed by
            FLIC, the Bank, such subsidiaries 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, the Bank, or any of their respective
            subsidiaries, 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         
            Entire Agreement.  This Agreement
            constitutes the complete and exclusive statement of our agreement with regard to the
            subject matter hereof and supersedes all previous agreements with respect thereto. You
            acknowledge that you have not entered into this Agreement in reliance upon any
            representation made by FLIC or the Bank that has not been embodied herein.


             


            
            11.2         
            Survival.  All of your duties and
            obligations under Section 10 (“Non-Solicitation; Confidentiality”) of this
            Agreement shall survive the expiration or other termination of this Agreement. In all
            other respects, neither party shall have any right or obligation hereunder subsequent
            to such expiration or termination except for rights and obligations which shall have
            accrued prior thereto.


             


            
            11.3         
            Binding Effect; Successors.  This
            Agreement shall be binding upon, inure to the benefit of and be enforceable (i) by
            FLIC, the Bank, and their respective successors and assigns and (ii) by you, your heirs
            and your legal representatives. 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 written
            agreement, 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.


             


            
            11.4         
            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.


             


            
            11.5         
            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


             


            
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            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. Without limiting the generality of the foregoing, nothing contained in the
            annual organizational or other minutes of FLIC, the Bank or any of their respective
            subsidiaries shall (i) be construed as conferring on you any right to remain in the
            employ of FLIC or the Bank for any period of time or (ii) otherwise affect any of the
            rights or obligations of the parties hereunder.


             


            
            11.6         
            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.


             


            
            11.7         
            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 and Chief Executive Officer

                        



                 


                 


                
                Accepted and agreed to as

                of the 31st day of December, 2007

            


             


            /s/
            SALLYANNE K. BALLWEG

            Sallyanne K. Ballweg


             


            


             


             


             


             


             


             


             


            
            


             


            
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