ex10_6.htm


    
      

    

    EXHIBIT
10.6

    


    BRIDGEHAMPTON
NATIONAL BANK

    Supplemental
Executive Retirement Plan

    


    Article
I – Purpose and Establishment

    1.1           Purpose:  Bridgehampton
National Bank (the “Bank”) desires to establish a supplemental executive
retirement plan for the exclusive benefit of certain of its executive employees
to avoid decreased retirement benefits because of limitations imposed by Section
401(a)(17) and/or Section 415 of the Internal Revenue Code of 1986, as
amended.  The Bank intends that any Participant or Beneficiary (as
hereinafter defined) under the Plan shall have the status of a general unsecured
creditor of the Bank and Bridge Bancorp, Inc. (the holding company for the
Bank)(the “Company”), as to the Plan and any related Trust Fund (as hereinafter
defined) which may be established.

    1.2           Establishment:  The
Bank hereby establishes the Bridgehampton National Bank Supplemental Executive
Retirement Plan, effective January 1, 2001.

    


    Article
II – Definitions

    2.1           “Actuary” shall mean
the firm which provides actuarial services for the Pension Plan or such other
firm as may be appointed by the Chief Executive Officer of the Bank (“CEO”) from
time to time to provide actuarial services for the Plan.

    2.2           “Agreement” shall
mean a separate participation agreement executed by a corporate officer on
behalf of the Bank and a Participant evidencing such Participant’s participation
in the Plan and any special circumstances regarding participation.

    2.3           “Beneficiary” shall
mean the Beneficiary designated under the Plan with respect to which benefits
hereunder are payable.  The Participant shall designate a Beneficiary
hereunder by delivering to the Committee a written designation of Beneficiary
specifically made with respect to this Plan.  Any change in
designation of a Beneficiary must also be delivered to the Committee in
writing.  In the absence of a Beneficiary designation, any benefits
owed under the Plan on behalf of a deceased Participant shall be paid to the
Participant’s estate.

    2.4           “Board” shall mean
the Board of Directors of the Bank.

    2.5           “Change in Control”
shall have the meaning set forth in Section 6.8 of the Plan.

    2.6           “Code” shall mean the
Internal Revenue Code of 1986, as it may be amended from time to time, and the
rules and regulations promulgated thereunder.

    2.7           “Committee” shall
mean the Chief Executive Officer and the Chief Financial Officer of the Bank or
any such other individuals designated by the Board from time to
time.

    2.8           “Compensation” shall
mean a Participant’s total taxable wages paid to him from the Bank or the
Company, or a subsidiary of either (any such subsidiary referred to herein as a
“Subsidiary”), in any calendar year.

    2.9           “Effective Date”
shall mean January 1, 2001.

    2.10         “Participant” shall
mean a senior executive employee of the Bank who has been nominated by the Board
or who is participating in the Plan pursuant to the terms of an employment
agreement between the executive and the Bank.  Such senior executive
employee shall become a Participant in the Plan on the date specified in such an
employment agreement, or, if no such date is specified in such an employment
agreement, on the date specified by the Board.

    2.11.        “Plan” shall mean the
Plan as is set forth in this document as it may be amended from time to
time.  The Plan shall be known as the Bridgehampton National Bank
Supplemental Executive Retirement Plan.

    2.12         “Retirement Plans”
shall mean the Prototype Plan of the New York State Bankers Retirement System as
adopted by The Bridgehampton National Bank (the “Pension Plan”) and the
Bridgehampton National Bank 401(k) Plan (the “401(k) Plan”) as they may be
amended from time to time, or such other qualified retirement plan or plans as
the Bank may from time to time adopt.

    2.13         “Total and Permanent
Disability” shall mean the Participant is unable to perform his duties
for the Bank because he is disabled within the meaning of Treasury regulation
1.409A-3(i)(4) or any successor thereto.

    2.14         “Trust Agreement”
shall mean the agreement(s) including any amendments thereto entered into
between the Bank and the Trustee(s) to carry out the provisions of the
Plan.

    2.15         “Trust Fund” shall
mean the cash and other properties held and administered by the Trustee(s)
pursuant to the Trust Agreement(s) to carry out the provisions of the
Plan.

    2.16         “Trustee” shall mean
the designated trustee(s) acting at any time under the Trust
Agreement(s).

     

    Article
III – Eligibility

    3.1           Eligibility:  To
receive a benefit, a Participant or his Beneficiary must qualify for a benefit
under any one of the Retirement Plans, the amount of which is reduced by reason
of the application of the limitations set forth in Section 401(a)(17) and/or
Section 415 of the Code, or any successor or alternative provisions thereto
which have the effect of statutorily limiting or reducing the Participant’s
allocations or benefits under the Retirement Plans.

    


    Article
IV – Benefits:  Accrual and Entitlement, Form of Payment

    4.1           Benefit Accrual and
Entitlement:

    (A)           Aggregate
Benefits:  The benefits under this Plan to which an eligible
Participant or his Beneficiary shall be


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    entitled,
shall be an amount equal to (B) plus (C) below:

    (B)           401(k)
Plan:  For each year the Plan is in effect, a credit shall be
made to each Participant’s separate account in an amount equal to the amount
that would have been contributed by the Bank to the Participant’s account under
the 401(k) Plan based on the Participant’s Compensation for services to be
performed subsequent to the initial election of the Participant which is made
pursuant to Section 4.2, below, and the then existing maximum matching
contribution rate set forth in the 401(k) Plan as a percentage of such
Compensation, without giving effect to Section 401(a)(17), Section 401(m)(2) and
Section 415 of the Code, less the maximum amount that could have been
contributed to the Participant’s account under the 401(k) Plan with respect to
such Compensation.  This bookkeeping account entry will be credited
with earnings (or losses) on an annual basis in the same percentage as the
aggregate earnings or losses in the Participant’s account under the 401(k)
Plan.  In the event the Participant has received full distribution of
his account from the 401(k) Plan, earnings (or losses) will be credited to any
unpaid balance of the Participant’s account in the same percentage as overall
earnings (or losses) under the 401(k) Plan each year.

    (C)           Pension
Plan:  Each Participant will be entitled to an accrual under
the Plan based on the existing formula under the Pension Plan as it may be
changed from time to time.  Such accrual shall be made without regard
to Section 401(a)(17) and Section 415 of the Code.  All years of
service credited to the Participant under the Pension Plan shall be credited to
the Participant under the Plan for purposes of this Section.  The
benefits to which the Participant shall be entitled under this subsection 4.1(C)
of the Plan shall equal the benefit the Participant would be entitled to under
the Pension Plan if such benefit were computed based upon the Participant’s
Compensation for services to be performed subsequent to the initial election of
the Participant which is made pursuant to Section 4.2, below, without the
restrictions or the limitations imposed by Section 401(a)(17) and Section 415 of
the Code, as either section is now or hereinafter in effect less the amount of
benefits payable under the Pension Plan with respect to such amounts of
Compensation.  The Actuary shall use the factors applicable to the
Pension Plan at time of payment for purposes of determining the amount of any
benefit.

    (D)           Additional Retirement
Plans:  In the event the Bank or the Company adopts any other
Retirement Plan either the methodology of subsection 4.1(B) or 4.1(C) above
shall be applicable to the calculation of the Participant’s benefits under the
additional Retirement Plan.

    4.2           Payment of
Benefits:

    The provisions of this subsection 4.2
are subject to the Change in Control provisions of subsection 6.8
below.

    (A)           Participant
Election:  Subject to the provisions of subsections (B) and (C)
below, the payment of benefits to which a Participant or his Beneficiary shall
be entitled under each of subsection 4.1(B) and subsection 4.1(C) of this Plan
shall be made in the form elected by the Participant with respect thereto in a
written election made by the Participant within thirty (30) days after the date
that the Participant becomes a Participant in the Plan, or, if no compensation
is to be deferred for the calendar year in which such date occurs, not later
than the close of the calendar year preceding the year in which compensation is
first deferred pursuant to the terms of the Plan, provided that no such election
shall apply to compensation paid for services performed prior to the election,
subject to and in accordance with Treasury regulation 1.409A-2 or any successor
thereto.  Benefit payments shall commence in the form elected by the
Participant on the six (6) month anniversary of the date that the Participant
separates from service with the Bank, unless such commencement date is deferred
in accordance with a duly filed election of the Participant.  After
making an initial election as to a form of benefit pursuant to this subsection
4.2(A), any subsequent election of a different form of benefit or commencement
date must be made prior to the commencement of benefits in the form selected in
accordance with and subject to Section 409A of the Code and the regulations
promulgated thereunder, or any successor thereto.  A subsequent
election shall not take effect until at least twelve (12) months after the date
on which the election is made and unless payment is to be made to the
Participant (or on behalf of the Participant) on account of disability, death or
an unforeseeable emergency, the payment with respect to which the subsequent
election is made shall be deferred for a period that is not less than five (5)
years from the date such payment was otherwise scheduled to be
made.  For the purposes of the Plan and any election made pursuant
thereto, each form of benefit payment (whether to be made in a single lump sum
or in installments) shall be treated as a “single payment” as that term is used
in Treasury regulation 1.409A-2(b) or any successor
thereto.  Notwithstanding the above, as provided in IRS Notice
2007-86, published October 22, 2007, a Participant may file a subsequent
election of a different form of benefit on or before December 31, 2008 and the
election will be effective immediately. Provided, however, that no Participant
election made in 2007 pursuant to this section may cause an amount to be paid in
2007 that would otherwise be paid in a later year, or cause an amount to be paid
after 2007 that would otherwise have been paid in 2007 and no Participant
election made in 2008 pursuant to this section may cause an amount to be paid in
2008 that would otherwise have been paid in a later year, or cause an amount to
be paid after 2008 that would otherwise have been paid in 2008.

    (B)           Section 4.1(B)
Benefits:  Any benefit payable pursuant to subsection 4.1(B) of
the Plan must be paid either in a single lump sum payment or in equal annual
installments over either a five (5) or ten (10) year period from date of
commencement.

    (C)           Section 4.1(C)
Benefits:  Any benefit payable pursuant to subsection 4.1(C) of
the Plan must be paid in the form of benefit selected by the Participant from
the forms of benefit available under the Pension Plan.  The available
forms of benefit under the Pension Plan are listed on Exhibit A attached hereto
and made part hereof.  For the purpose of determining any lump sum
payment payable pursuant to this Section 4.2(C), the present value of the
Participant’s accrued benefit shall be determined on the basis of the 1983 GAM
Mortality Table as modified and set forth under IRS Revenue Ruling 95-6, and an
interest rate equal to the annual rate of interest on 30-year Treasury
securities for the month of November most recently preceding the beginning of
the calendar year in which the distribution is made (or such other mortality
table or annual interest rate that may be applied under Section 1.59 or a
succeeding section of the Pension Plan at the time the lump sum payment is to be
determined).

    (D)           Preretirement Death
Benefits.  In the event that a Participant dies before payment
begins of his benefits


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    under
Plan Sections 4.1(B) and 4.1(C), the Plan shall pay said benefits to the
Participant’s designated beneficiary.  The Plan shall pay benefits
under Plan Section 4.1(B) to the Participant’s designated beneficiary in the
form of benefit elected by the Participant under Plan Section
4.1(B).  The Plan shall pay benefits under Plan Section 4.1(C) to the
Participant’s designated beneficiary in the form of a lump sum, in the event the
Participant had elected a lump sum as his form of benefit under Plan Section
4.1(C) or, in the event the Participant had elected any of the annuity options
available under the Plan as his form of benefit under Plan Section 4.1(C), in
the form of a 100% joint and survivor annuity determined as thought the
Participant had retired upon the date of death and had immediately commenced
receiving his or her benefits.  Payment of all benefits shall commence
within 90 days of the Participant’s death.

    (E)           Grantor
Trust:  The Bank or the Company may establish a Trust or Trusts
for the purpose of retaining assets set aside by the Bank or the Company
pursuant to a Trust Agreement for payment of all or a portion of the benefits
payable pursuant to the Plan.  Any benefits not paid from the Trust
shall be paid from the Bank’s or the Company’s general funds.  All
Trust Funds shall be subject to the claims of general creditors of the Bank or
the Company in the event either the Bank or the Company is insolvent, as such
term will be defined in the Trust Agreement.

    (F)           Retirement Plan
Provisions:  Any benefit payable under the Retirement Plans
shall be solely in accordance with the terms and provisions thereof, and nothing
in this Agreement shall operate or be construed in any way to modify, amend or
affect the terms and provisions of the Retirement Plans.

    (G)           No Third Party
Rights:  Nothing contained in this Plan nor any reference to
the Retirement Plans is intended to give or shall give (in the absence of a
Beneficiary designation) any spouse or former spouse of a Participant or any
other person any right to benefits under the Plan.

    (H)           Tax
Payment:  Notwithstanding the preceding provisions of this
Section 4.2, the Trustee may make payments from the Trust before they would
otherwise be due in order to pay any Federal Insurance Contributions Act
(“FICA”) tax imposed under Section 3101, Section 3121(a) and Section 3121(v)(2)
of the Code, where applicable, on compensation deferred under the Plan (the
“FICA Amount”), or to pay the income tax at source on wages imposed under
Section 3401 of the Code or the corresponding withholding provisions of
applicable state, local or foreign tax laws as a result of the payment of the
FICA Amount, and to pay the additional income tax at source on wages
attributable to the pyramiding Section 3401 wages and
taxes.  Furthermore, the Trustee may also make payments from the Trust
before they would otherwise be due at any time the Plan fails to meet the
requirements of Section 409A of the Code and the regulations promulgated
thereunder, or any successor thereto, with respect to the
Participant.  The amount of any payments pursuant to this Section
4.2(H) shall not exceed the lesser of (a) the aggregate of the FICA Amount and
the income tax withholding related to such FICA Amount, or (b) the amount
required to be included in the Participant’s income as a result of the failure
to comply with the requirements of Section 409A of the Code and the regulations
promulgated thereunder, or any successor thereto.

    4.3           Vesting of
Benefits:

    A Participant shall have a fully vested
non-forfeitable right to benefits hereunder at such time as the Participant has
a fully vested non-forfeitable right to benefits under the corresponding
underlying Retirement Plan.

    


    Article
V – Administration; Amendments and Termination; Rights Against
Employer

    5.1           Administration:  The
Committee shall administer this Plan, subject to Board review, in accordance
with the provisions of the Plan and related Trust.  Such
administration shall include but not be limited to the authority to execute the
Plan on behalf of the Bank and any and all documents including the Agreements
pertaining thereto.  The Agreements may set forth different terms of
participation for different Participants.  If any terms of
participation are governed by a Participant’s employment agreement with the
Bank, the specific terms of the employment agreement shall be referenced in the
Agreement and shall control.  Subject to Board review, any
determination or decision by the Committee shall be conclusive and binding on
all persons who at any time have or claim to have any interest whatsoever under
this Plan.

    5.2           Liability of Committee,
Indemnification:  To the extent permitted by law, no member of
the Committee shall be liable to any person for any action taken or omitted in
connection with the interpretation and administration of this Plan unless
attributable to his own gross negligence or willful misconduct.  The
Bank and the Company shall indemnify the members of the Committee against any
and all claims, losses, damages, expenses, including advancement of counsel
fees, incurred by them, and any liability, including any amounts paid in
settlement with their approval, arising from their action or failure to act,
except when the same is judicially determined to be attributable to their gross
negligence or willful misconduct.

    5.3           Amendment:  The
Board, shall have the right to amend this Plan at any time and from time to
time, including a retroactive amendment, by resolution.  Any such
amendment shall become effective upon the date stated therein, and shall be
binding on all Participants, except as otherwise provided in such amendment;
provided, however, that said amendment shall not adversely affect benefits on a
retroactive basis nor shall such amendment adversely affect benefits to the
affected Participant or Beneficiary where the cause giving rise to such benefit
(e.g.,
retirement) has already occurred.  For purposes of this Plan, a Change
in Control shall constitute a cause having occurred which gives rise to a
Participant’s and/or his Beneficiary’s benefits hereunder, and such benefits
shall not be adversely affected.

    5.4           Termination of the
Plan:  The Bank has established this Plan with the bona fide
intention and expectation that from year to year it will deem it advisable to
continue it in effect.  However, the Board, in its sole discretion,
reserves the right to terminate the Plan in its entirety at any time, and in
such event, benefit accruals hereunder shall cease and the obligation to pay
benefits shall be fixed on date of termination, provided, however, benefits
shall not be affected, where the cause giving rise to such benefit (e.g., retirement,
Change in Control) has already occurred.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    5.5           Rights Against the Bank, the
Company or any Subsidiary:  The establishment of this Plan
shall not be construed as giving to any Participant, employee or any person
whomsoever, any legal, equitable or other rights against the Bank, the Company,
or any Subsidiary, or its officers, directors, agents or shareholders, or as
giving to any Participant or Beneficiary any equity or other interest in the
assets or business of the Bank, the Company or any Subsidiary, or in shares of
Company stock, or giving any employee the right to be retained in the employment
of the Bank, the Company or any Subsidiary.  All employees and
Participants shall be subject to discharge to the same extent they would have
been if this Plan had never been adopted.  The rights of a Participant
hereunder shall be solely those of an unsecured general creditor of the Bank and
the Company; provided, however, that the Bank may terminate this Plan or any
benefit hereunder, subject to Sections 5.3 and 5.4 above.

    5.6           Expenses:  The
cost of this Plan and related Trust and the expenses of administering the Plan
and related Trust, including, without limitation, any fees or taxes applicable
to the related Trust shall be borne by the Bank.

    


    Article
VI – General and Miscellaneous

    6.1           Spendthrift
Clause:  No right, title or interest of any kind in the Plan
shall be transferable or assignable by any Participant or Beneficiary or be
subject to alienation, anticipation, encumbrance, garnishment, attachment,
execution or levy of any kind, whether voluntary or involuntary, nor subject to
the debts, contracts, liabilities, engagements, or torts of the Participant or
Beneficiary.  Any attempt to alienate, anticipate, encumber, sell,
transfer, assign, pledge, garnish, attach or otherwise subject to legal or
equitable process or encumber or dispose of any interest in the Plan shall be
void.

    6.2           Severability:  In
the event that any provision of this Plan shall be declared illegal or invalid
for any reason, said illegality or invalidity shall not affect the remaining
provisions of this Plan but shall be fully severable and this Plan shall be
construed and enforced as if said illegal or invalid provision had never been
inserted herein.

    6.3           Construction:  The
article and section headings and numbers are included only for convenience of
reference and are not to be taken as limiting or extending the meaning of any of
the terms and provisions of this Plan.  Whenever appropriate, words
used in the singular shall include the plural or the plural may be read as the
singular.  When used herein, the masculine gender includes the
feminine gender.

    6.4           Governing
Law:  The validity and effect of this Plan and the rights and
obligations of all persons affected hereby shall be construed and determined in
accordance with the laws of the State of New York unless superseded by federal
law.

    6.5           No Requirement to
Fund:  Neither the Bank nor the Company is required to fund
this Plan; however, either may do so as provided in the Trust
Agreement.  Participants shall have no security interest in any such
amounts.  It is the Bank’s intention that this Plan be construed as an
unfunded excess benefit plan as said term is defined in Sections 3(36) and
4(b)(5) of the Employee Retirement Income Security Act of 1974, as amended from
time to time.

    6.6           Payment Due an
Incompetent:  If the Committee receives evidence that a
Participant or Beneficiary entitled to receive any payment under the Plan is
physically or mentally incompetent to receive such payment the Committee may, in
its sole discretion, direct the payment to any other person or trust which has
been legally appointed by the courts.

    6.7           Taxes:  Participant
acknowledges that all amounts payable hereunder shall be reduced by any and all
federal, state and local taxes imposed upon the Participant or his Beneficiary
which are required to be paid or withheld by the Bank.

    6.8           Change in
Control:

    (A)           Definition:  For
purposes of this Plan, a “Change in Control” shall mean an event which
constitutes a change in the ownership or effective control of the Bank or the
Company, or in the ownership of a substantial portion of the assets of the Bank
or the Company, as set forth in Treasury regulation 1.409A-3(i)(5) or any
successor thereto.

    (B)           Operation:  In
the event a Participant is in the active employ of the Bank at any time within
the thirty (30) day period immediately preceding a Change in Control, the
Participant shall receive payment of his benefits under the Plan on the date a
Change in Control occurs.  Benefits payable to the Participant
pursuant to subsection 4.1(B) above shall be paid on the date of a Change in
Control in a single lump sum payment.  Benefits payable to a
Participant pursuant to Section 4.1(C) above shall also be paid to the
Participant in a single lump sum payment on the date of a Change in Control
using the actuarial factors for purposes of determining lump sum benefit
payments under the Pension Plan.  Unless otherwise specified in the
Agreement or in a separate employment agreement or change in control agreement,
no further benefits shall accrue under the Plan after the date a Change in
Control occurs and the Plan shall terminate as of that date.

    


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    Exhibit
A

    


    Forms
of Benefit

    


    5
Year Certain & Life Pension

    


    Single
Life Pension

    


    50%
Joint & Survivor Pension

    


    50%
Joint & Survivor Pension with 5 Year Certain

    


    100%
Joint & Survivor Pension

    


    50%
Joint & Survivor Pension with Pop-up

    


    100%
Joint & Survivor Pension with Pop-up

    


    Lump
Sum Payment