Exhibit 10.1


 


FIRST AMENDMENT TO


 


AMENDED AND RESTATED EMPLOYMENT AGREEMENT


 


First Amendment, dated
as of April 11, 2016 (the “Amendment”), to the Amended and Restated Employment Agreement, dated as of June 26,
2015 (as amended, the “Agreement”), by and between Bridge Bancorp, Inc., The Bridgehampton National Bank, and
Howard H. Nolan (the “Executive”). Capitalized terms which are not defined herein shall have the same meaning
as set forth in the Agreement.


 


W I T N E S S E T H:


 


WHEREAS, Section 7(c) of
the Agreement provides that in the event of the Executive’s involuntary termination for any reason other than Cause or the
Executive’s resignation upon the occurrence of certain events constituting Good Reason within one year following a Change
in Control, the Executive would be entitled to a cash lump sum severance payment equal to three times his annual compensation for
the calendar year preceding the change in control (the “Change in Control Severance”); and


 


WHEREAS, the parties agree
that the Change in Control Severance provision should be changed to equal a lump sum cash severance payment equal to three times
the sum of Base Salary and the highest bonus earned by Executive during the prior three (3) calendar years; and


 


WHEREAS, the parties agree
that the Agreement should be further amended to provide that change in control related payments will be reduced to avoid the tax
penalties under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), only if this
will result in the Executive receiving a greater total payment as measured on an after-tax basis; and


 


WHEREAS, pursuant to Section
16 of the Agreement, the parties to the Agreement desire to amend the Agreement.


 


NOW, THEREFORE, in consideration
of the premises, the mutual agreements herein set forth and such other consideration the sufficiency of which is hereby acknowledged,
the Company, Bank and the Executive hereby agree as follows:


 


Section 1.  Amendment
to Section 7(c) of the Agreement.  Section 7(c) of the Agreement is hereby amended and restated in its entirety to
read as follows:


 


“(c)        Change in Control.  If
within the period ending one year after a Change in Control (as defined in Section 9 of this Agreement), (i) the Bank and/or the
Company terminates the Executive’s employment without Cause, or (ii) the Executive voluntarily terminates his employment
with Good Reason, the Bank will:


 


(i) pay a lump sum cash payment to
Executive, as liquidated damages, within ten (10) business days of the termination of the Executive’s employment, in an amount
equal to three (3) times the sum of (x) Executive’s Base Salary, and (y) the highest


 




    	 	 



     


    

  


annual bonus earned by Executive during
the prior three years (including the full value of the annual award, whether payable in cash or another form, earned under the
Short Term Incentive Plan or similar plan), and


 


(ii) provide continued group health
and medical insurance benefits to Executive, (on the same terms as such benefits are made available to other executive employees
of the Bank immediately prior to the Change in Control), until the earlier to occur of (x) 36 months following Executive’s
termination of employment, or (y) Executive’s full time employment with another employer.”


 


Section 2.  New
Section 7(g) of the Agreement.  Section 7(g) of the Agreement is hereby added to read as follows:


 


“(g)     Limitation
on Payments Under Certain Circumstances.  In the event the receipt of all payments or distributions in the
nature of compensation (within the meaning of Code Section 280G(b)(2)), whether paid or payable pursuant to this Agreement or otherwise
(the “Change in Control Benefits”) would subject the Executive to an excise tax imposed by Code Sections 280G
and 4999, then the payments and/or benefits payable under this Agreement (the “Payments”) shall be reduced by
the minimum amount necessary so that no portion of the Payments under this Agreement are non-deductible to the Bank pursuant to
Code Section 280G and subject to the excise tax imposed under Code Section 4999 of the Code (the “Reduced Amount”).
Notwithstanding the foregoing, the Payments shall not be reduced if it is determined that without such reduction, the Change in
Control Benefits received by the Executive on a net after-tax basis (including without limitation, any excise taxes payable under
Code Section 4999) is greater than the Change in Control Benefits that the Executive would receive, on a net after-tax benefit,
if the Executive is paid the Reduced Amount under the Agreement.


 


If
it is determined that the Payments should be reduced since the Executive would not have a greater net after-tax amount of aggregate
Payments, the Bank shall promptly give the Executive notice to that effect and a copy of the detailed calculations thereof. All
determinations made under this Section 7(g) shall be binding upon the Executive and shall be made as soon as reasonably practicable
and in no event later than ten (10) days prior to the Date of Termination."


 


Section 3.  Effectiveness.  This
Amendment shall be deemed effective as of the date first written above, as if executed on such date. Except as expressly set forth
herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions,
obligations, covenants or agreements contained in the Agreement, all of which are ratified and affirmed in all respects and shall
continue in full force and effect and shall be otherwise unaffected.


 


Section 4.  Governing
Law.  This Amendment and the rights and obligations hereunder shall be governed by and construed in accordance with
the laws of the State of New York.


 




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Section 5.  Counterparts.  This
Amendment may be executed in any number of counterparts, each of which shall for all purposes be deemed an original, and all of
which together shall constitute but one and the same instrument.


 


IN WITNESS WHEREOF, the
Company, Bank and the Executive have duly executed this Amendment as of the day and year first written above.


 


	 	BRIDGE BANCORP, INC.
	 	 	 
	 	By:	/s/ Kevin M. O’Connor
	 	 	Kevin M. O’Connor

    President and Chief Executive Officer

Duly Authorized Officer
	 	 	 
	 	THE BRIDGEHAMPTON NATIONAL BANK
	 	 	 
	 	By:	/s/ Kevin M. O’Connor
	 	 	Kevin M. O’Connor

    President and Chief Executive Officer

    Duly Authorized Officer
	 	 	 
	 	HOWARD H. NOLAN
	 	 	 
	 	 	/s/ Howard H. Nolan	 


 








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