Exhibit 10.2 Amended and Restated Employment Agrmt










EXHIBIT 10.2




AMENDED AND RESTATED EMPLOYMENT AGREEMENT




This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as
of June 25, 2009 (the “Effective Date”) by and between Bridge Bancorp, Inc. (the “Company”), a New
York corporation, Bridgehampton National Bank (the “Bank”), a bank organized and existing under the
laws of the United States of America and a wholly owned subsidiary of the Company, and Howard H.
Nolan (the “Executive”).



WHEREAS, the Executive is currently employed as the Senior Executive Vice President and Chief
Administrative and Financial Officer of the Company and Bank pursuant to an employment agreement
between the Company, Bank and Executive originally entered into as of June 26, 2006, and
subsequently amended as of January 1, 2008 (the “Original Agreement”);



WHEREAS, the Company and Bank desire to amend and restate the Original Agreement in order to
make certain changes;



WHEREAS, the Company and Bank desire to ensure the continued availability of the Executive’s
services as provided in this Agreement;



WHEREAS, the Executive is willing to serve the Company and Bank on the terms and conditions
hereinafter set forth; and



NOW THEREFORE, in consideration of these premises, the mutual covenants contained herein, and
other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:



1. Employment Period.



(a) Three Year Term. The Executive’s period of employment with the Bank and the
Company under the terms of this Agreement shall begin on the Effective Date and shall continue for
a period of thirty-six (36) months thereafter (the “Employment Period”).



(b) Annual Performance Evaluation. On a calendar year basis, the Bank and/or the
Company (acting through the full Board or a committee thereof) shall conduct an annual performance
evaluation of the Executive, the results of which shall be included in the minutes of the Board or
committee meeting and communicated to the Executive. The first such annual performance evaluation
shall occur in January 2010.



(c) Continued Employment Following Termination of Employment Period. Nothing in this
Agreement shall mandate or prohibit a continuation of the Executive’s employment following
the expiration of the Employment Period.


 


 









 





2. Duties.



(a) Title; Board Position, Responsibility. The Executive shall serve as the Senior
Executive Vice President and Chief Administrative and Financial Officer of the Bank and Company,
and shall perform such administrative and management services as customarily performed by person in
a similar executive capacity and as may be directed from time to time by the Chief Executive
Officer of the Company and Bank and/or the Board of Directors of the Company and/or Bank (the
“Board”). In his capacity as Senior Executive Vice President and Chief Administrative and
Financial Officer, the Executive shall report directly to the President and Chief Executive Officer
and to the Board. The Executive shall also continue to be a member of the Board. If Executive’s
employment with the Bank or the Company is terminated for any reason, his service on the Board
shall terminate, and this Agreement shall serve as Executive’s written resignation for that
purpose.



(b) Time Commitment. The Executive shall devote his full business time and attention
to the business and affairs of the Bank and the Company and shall use his best efforts to advance
the interests of the Bank and Company.



3. Annual Compensation.



(a) Annual Salary. In consideration for the services performed by the Executive under
this Agreement, the Bank shall pay to the Executive an annual salary (“Base Salary”) of not less
than $230,000. The Base Salary shall be paid in approximately equal installments in accordance
with the Bank’s customary payroll practices. The Bank shall review the Executive’s Base Salary at
least annually and such Base Salary may be increased, but may not be decreased without the
Executive’s consent (any increase in Base Salary shall become the new “Base Salary” for purposes of
this Agreement). The first such annual review of Executive’s performance and Base Salary shall
occur in January 2010.



(b) Board Meeting Fees. For his attendance at meetings of the Board of Directors of
the Bank and the Company (but not for committee meetings), the Executive shall receive such fees as
are paid to directors of the Bank and the Company for such attendance.



(c) Incentive Compensation. The Executive shall be eligible to participate in any
incentive compensation programs established by the Bank and/or the Company from time to time for
senior executive officers, in accordance with the terms of such plans as they may exist from time
to time.



(d) Equity Compensation. The Executive shall be eligible to participate in any equity
compensation programs established by the Bank and/or the Company from time to time for senior
executive officers, including, but not limited to, the 2006 Stock-Based Incentive Plan (the “2006
Plan”).



Nothing paid to Executive under any plan, program or arrangement referenced in (c) or (d)
above shall be deemed to be in lieu of other compensation to which Executive is entitled under this
Agreement.


 


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4. Employee Benefit Plans; Paid Time Off



(a) Benefit Plans. During the Employment Period, the Executive shall be an employee
of the Bank and shall continue to participate in the Bank’s (i) tax-qualified retirement plans
(i.e., the defined benefit plan and 401(k) plan); (ii) the Bank’s Supplemental Executive Retirement
Plan; (iii) group life, health and disability insurance plans; and (iv) any other employee benefit
plans and programs in accordance with the Bank’s customary practices, provided he is a member of
the class of employees authorized to participate in such plans or programs.



(b) Paid Time Off. The Executive shall be entitled to paid vacation time each year
during the Employment Period, as well as sick leave, holidays and other paid absences, in
accordance with the Bank’s policies and procedures for executive employees.



5. Outside Activities and Board Memberships



During the term of this Agreement, the Executive shall not, directly or indirectly, provide
services on behalf of any financial institution, any insurance company or agency, any mortgage or
loan broker or any other entity or on behalf of any subsidiary or affiliate of any such entity
engaged in the financial services industry, as an employee, consultant, independent contractor,
agent, sole proprietor, partner, joint venturer, corporate officer or director; nor shall the
Executive acquire by reason of purchase during the term of this Agreement the ownership of more
than 5% of the outstanding equity interest in any such entity. Subject to the foregoing, and to
the Executive’s right to continue to serve as an officer and/or director or trustee of any business
organization as to which he was so serving on the Effective Date of this Agreement (as described in
an attachment to this Agreement or to the Original Agreement), the Executive may serve on boards of
directors of unaffiliated, for-profit business corporations, subject to Board approval, which shall
not be unreasonably withheld, and such services shall be presumed for these purposes to be for the
benefit of the Bank and the Company. Except as specifically set forth herein, the Executive may
engage in personal business and investment activities, including real estate investments and
personal investments in the stocks, securities and obligations of other financial institutions (or
their holding companies). Notwithstanding the foregoing, in no event shall the Executive’s outside
activities, services, personal business and investments materially interfere with the performance
of his duties under this Agreement.



6. Working Facilities and Expenses



(a) Working Facilities. The Executive’s principal place of employment shall be at the
Bank’s principal executive office or at such other location upon which the Bank and the Executive
may mutually agree.


 


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(b) Expenses.



(i) Ordinary Expenses. The Bank shall reimburse the Executive for his ordinary and
necessary business expenses, incurred in connection with the performance of his duties under this
Agreement, upon presentation to the Bank of an itemized account of such expenses in such form as
the Bank may reasonably require. Any such expense shall be reimbursed no later than two and
one-half months following the end of the year in which the expense was incurred.



(ii) Automobile. The Bank shall provide the Executive with an automobile suitable to
the Executive’s position and such automobile may be used by the Executive in carrying out his
duties under this Agreement, including commuting between his residence and his principal place of
employment and other personal use. The Bank shall be responsible for the cost of maintenance and
servicing such automobile and for insurance, gasoline and oil for such automobile. The Executive
shall be responsible for the payment of any taxes on account of his personal use of such
automobile.



7. Termination of Employment with Bank Liability



(a) Reasons for Termination. In the event that the Executive’s employment with the
Bank and/or the Company shall terminate during the Employment Period on account of any of the
events set forth in Sections 7(a)(i) or 7(a)(ii) below (an “Event of Termination”), the Bank shall
provide the benefits and pay to the Executive the amounts provided for under Section 7(b) or
Section 7(c), as applicable:




	 	(i)	 	The Executive’s voluntary resignation from employment with the
Bank and the Company during the term of this Agreement within 30 days after the
occurrence of any of the following events without Executive’s consent, such
that the Executive’s resignation shall be treated as a resignation for “Good
Reason,” provided that for purposes of this Section 7(a)(i), the Executive must
provide not greater than ninety (90) days’ written notice to the Bank and the
Company of the initial existence of such condition and the Bank and the Company
shall have thirty (30) days to cure the condition giving rise to the Event of
Termination (but the Bank and the Company may elect to waive such thirty (30)
day period):







	 	(A)	 	the failure to re-appoint the Executive to the
officer position set forth under Section 2(a) and/or, the failure of
Executive to be appointed to
the Board of Directors of the Bank, and with respect to the
Executive’s service as a director of the Company, the failure to
re-nominate the Executive for election to the Board;







	 	(B)	 	a material change in Executive’s functions,
duties, or responsibilities, which change would cause Executive’s
position to become one of lesser responsibility, importance, or scope;







	 	(C)	 	a liquidation or dissolution of the Bank or the
Company other than a liquidation or dissolution that is caused by a
reorganization that does not affect the status of the Executive;







	 	(D)	 	a material breach of this Agreement by the Bank
and/or the Company; or







	 	(E)	 	the relocation of Executive’s principal place
of employment to an office other than one located in Southampton, East
Hampton, Shelter Island, Southold, Riverhead or Brookhaven, New York.





 


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	 	(ii)	 	the involuntary termination of the Executive’s employment by
the Bank and/or the Company for any reason other than: for “Cause” as defined
in Section 8(a); for “Disability” as set forth in Section 7(d) below; in
connection with a Change in Control, as set forth in Section 7(c) below; or as
a result of the death of the Executive; provided that such involuntary
termination of employment constitutes a “Separation from Service” within the
meaning of Section 409A and the Treasury regulations thereunder.






(b) Severance Pay. Subject to the limitations set forth in Section 7(e) below, upon
an Event of Termination, the Bank shall pay to the Executive (or, in the event of the Executive’s
death after the event described in Section 7(a) has occurred, the Bank shall pay to the Executive’s
surviving spouse, beneficiary or estate) an amount equal to the following:




	 	(i)	 	his earned but unpaid Base Salary as of the date of his
termination of employment with the Bank;







	 	(ii)	 	the benefits to which he is entitled as a former employee under
the Bank’s employee benefit plans;







	 	(iii)	 	a lump sum cash payment, as liquidated damages, in an amount
equal to two (2) times the Executive’s Base Salary payable within ten (10)
business days following the Event of Termination; and







	 	(iv)	 	continued group health and medical insurance benefits (on the
same terms as such benefits are made available to other executive employees of
the Bank)
until the earlier to occur of (x) twenty-four (24) months following the
Event of Termination, or (y) Executive’s full time employment with another
employer.






(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 Executive’s annual compensation for the calendar year
immediately preceding the year in which the Change in Control occurs, 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.



 


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For purposes of Section 7(c)(i), annual compensation shall include all compensation reported
in the Executive’s annual (IRS) Form W-2 (Box 5) for the calendar year.



(d) Disability.



(i) In the event that during the term of this Agreement, Executive is unable to perform his
duties hereunder because he is disabled within the meaning of Code Section 409A and the Treasury
regulations thereunder (a “Disability”), the Executive shall be entitled to any and all benefits
under the Bank’s short-term and/or long-term disability insurance plan. During the first
twenty-four (24) months following termination of employment for Disability, the Bank and/or the
Company shall provide a supplemental monthly cash payment to Executive such that the payments
received by Executive on a monthly basis, from both disability insurance and this supplemental
payment shall equal the monthly rate of after-tax Base Salary being paid to Executive immediately
prior to such termination (the insurance payments may be taken into account on a tax-adjusted basis
if such payment are not subject to federal and/or state taxes).



(ii) Upon termination of Executive’s employment because of Disability, the Executive shall be
entitled to continued group health and medical insurance benefits for a period of twenty-four (24)
months following such termination, on the same terms as such benefits are made available to other
executive employees immediately prior to the Disability.



(e) Timing of Severance Pay. Any cash severance payments
shall be made in a lump sum within ten (10) business days of Executive’s termination of employment
subject to applicable withholding taxes. Such payments shall not be reduced in the event the
Executive obtains other employment following termination of employment with the Bank or following
the Change in Control. Notwithstanding anything herein to the contrary, if Executive is a
Specified Employee, as defined in Code Section 409A, and if any payment to be made under Section 7
shall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such
payment or a portion of such payment (to the minimum extent possible) shall be delayed and shall be
paid on the first day of the seventh month following Executive’s Separation from Service pursuant
to Treasury regulation Section 1.409A-1(b)(9)(iii).



(f) Executive agrees that upon any termination of his employment, whether by Executive or by
the Bank or the Company, his service as a director of the Bank and the Company shall cease and he
shall be deemed to have resigned as a director effective upon such termination.


 


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8. Termination without Additional Bank or Company Liability



(a) Termination for Cause.



(i) The Bank and/or the Company may terminate the Executive’s employment at any time, but any
termination other than termination for “Cause,” as defined herein, shall not prejudice the
Executive’s right to compensation or other benefits under the Agreement. The Executive shall have
no right to receive compensation or other benefits for any period after termination for “Cause.”
Termination for “Cause” shall mean termination because of: (i) the conviction of the Executive of a
felony or of any lesser criminal offense involving moral turpitude (other than for traffic
violations); (ii) the willful commission by the Executive of a criminal or other act that, in the
judgment of the Board or the President and Chief Executive Officer will likely cause substantial
economic damage to the Company, the Bank or any subsidiary or substantial injury to the business
reputation of the Company, the Bank or any subsidiary; (iii) the commission by the Executive of an
act of fraud in the performance of his duties on behalf of the Company, the Bank or any subsidiary;
(iv) the continuing willful failure of the Executive to perform his duties to the Company, the Bank
or any subsidiary (other than any such failure resulting from the Executive’s incapacity due to
physical or mental illness) after written notice thereof; (v) a material breach by the Executive of
the Bank’s Code of Ethics; or (vi) an order of a federal or state regulatory agency or a court of
competent jurisdiction requiring the termination of the Executive’s employment with the Bank or the
Company.



(ii) Executive shall not have the right to receive compensation or other benefits for any
period after the date of Termination for Cause. Notwithstanding the foregoing, Termination for
Cause shall not be deemed to exist unless there shall have been delivered to the Executive a copy
of a resolution duly adopted by the affirmative vote of not less than a majority of the entire
membership of the Board at a meeting of the Board called and held for the purpose (after reasonable
notice to the Executive and an opportunity for the Executive to be heard before the Board), finding
that in the good faith opinion of the Board the Executive was guilty of conduct described above and
specifying the particulars thereof. Prior to holding a meeting at which the Board is to make a
final determination whether Termination for Cause exists, if the Board determines in good faith at
a meeting of the Board, by not less than a majority of its entire membership, that there is
probable cause for it to find that the Executive was guilty of conduct constituting Termination for
Cause as described above, the Board may suspend the Executive from his/her duties hereunder for a
reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the
Executive shall be given the opportunity to be heard before the Board. For purposes of this
subparagraph, no act or failure to act, on the Executive’s part shall be considered “willful”
unless done, or omitted to be done, by his/her not in good faith without reasonable believe that
his/her action or omission was in the best interest of the Company and the Bank.



 


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(b) Death; Voluntary Resignation Without Good Reason. In the event that the
Executive’s employment with the Bank shall terminate during the Employment Period on account of the
reasons set forth in this Section 8(b), then the Bank shall have no further obligations under this
Agreement, other than the payment to the Executive of his earned but unpaid salary as of the date
of the termination of his employment, and the provision of such benefits, if any, to which he is
entitled as a former employee under the Bank’s employee benefit plans and programs and compensation
plans and programs, including without limitation, any incentive compensation plan. Termination of
employment under this Section 8(b) shall mean termination of employment due to the following
events:




	 	(i)	 	The Executive’s death; or

	 
	 	(ii)	 	The Executive’s voluntary resignation from employment with the
Bank for any reason other than the “Good Reason” as defined in Section 7(a)(i).






9. Change in Control



For purposes of this Agreement, the term “Change in Control” shall mean (i) a change in the
ownership of the Bank or the Company, (ii) a change in the effective control of the Bank or
Company, or (iii) a change in the ownership of a substantial portion of the assets of the Bank or
Company, as described below.



(A) A change in ownership occurs on the date that any one person, or more than one person
acting as a group (as defined in Treasury regulation section 1.409A-3(i)(5)(v)(B)), acquires
ownership of stock of the Bank or Company that, together with stock held by such person or group,
constitutes more than 50% of the total fair market value or total voting power of the stock of such
corporation.



(B) A change in the effective control of the Bank or Company occurs on the date that either
(i) any one person, or more than one person acting as a group (as defined in Treasury regulation
section 1.409A-3(i)(5)(v)(B)) acquires (or has acquired during the 12-month period ending on the
date of the most recent acquisition by such person or persons) ownership of stock of the Bank or
Company possessing 30% or more of the total voting power of the stock of the Bank or Company, or
(ii) a majority of the members of the Bank’s or Company’s board of directors is replaced during any
12-month period by directors whose appointment or election is not endorsed by a majority of the
members of the Bank’s or Company’s board of directors prior to the date of the appointment or
election, provided that this sub-section “(ii)” is inapplicable where a majority shareholder of the
Bank or Company is another corporation.



(C) A change in a substantial portion of the Bank’s or Company’s assets occurs on the date
that any one person or more than one person acting as a group (as defined in Treasury regulation
section 1.409A-3(i)(5)(vii)(C)) acquires (or has acquired during the 12-month period ending on the
date of the most recent acquisition by such person or persons) assets from the Bank or Company that
have a total gross fair market value equal to or more than 40% of the total gross fair market value
of (i) all of the assets of the Bank or Company, or (ii) the value of the assets being disposed of,
either of which is determined without regard to any liabilities associated with such assets. For
all purposes hereunder, the definition of Change in Control shall be construed to be consistent
with the requirements of Treasury regulation section 1.409A-3(g)(5).


 


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10. Confidentiality. Unless the Executive obtains prior written consent from the Bank
or the Company, the Executive shall keep confidential and shall refrain from using for the benefit
of himself, or any person or entity other than the Bank, the Company or any entity which is a
subsidiary or affiliate of the Bank or the Company or of which the Bank or the Company is a
subsidiary or affiliate, any material document or information obtained from the Bank, the Company
or from any of their respective parents, subsidiaries or affiliates, in the course of his
employment with any of them
concerning their properties, operations or business (unless such document or information is readily
ascertainable from public or published information or trade sources or has otherwise been made
available to the public through no fault of his own) until the same ceases to be material (or
becomes so ascertainable or available); provided, however, that nothing in this Section 10 shall
prevent the Executive, with or without the Bank’s or the Company’s consent, from participating in
or disclosing documents or information in connection with any judicial or administrative
investigation, inquiry or proceeding to the extent that such participation or disclosure is
required under applicable law.



11. Non-Solicitation; Non-Competition; Post-Termination Cooperation.



(a) The Executive hereby covenants and agrees that, for a period of one year following his
termination of employment with the Bank, he shall not, without the written consent of the Bank,
either directly or indirectly:



(i) solicit, offer employment to, or take any other action intended (or that a reasonable
person acting in like circumstances would expect) to have the effect of causing any officer or
employee of the Bank, the Company or any of their respective subsidiaries or affiliates to
terminate his or her employment and accept employment or become affiliated with, or provide
services for compensation in any capacity whatsoever to, any business whatsoever that competes with
the business of the Bank or the Company or any of their direct or indirect subsidiaries or
affiliates or has headquarters or offices within the counties in which the Bank or the Company has
business operations or has filed an application for regulatory approval to establish an office; or



(ii) solicit, provide any information, advice or recommendation or take any other action
intended (or that a reasonable person acting in like circumstances would expect) to have the effect
of causing any customer of the Bank or the Company to terminate an existing business or commercial
relationship with the Bank or the Company.



(b) The Executive hereby covenants and agrees that following any termination of employment, he
shall not, without the written consent of the Bank, either directly or indirectly: become an
officer, employee, consultant, director, independent contractor, agent, sole proprietor, joint
venturer, greater than 5% equity-owner or stockholder, partner or trustee of any savings bank,
savings and loan association, savings and loan holding company, credit union, bank or bank holding
company, insurance company or agency, any mortgage or loan broker or any other entity that has its
main office, or a majority of its branch offices, east of the Shinnecock Canal. This restriction
shall apply for one year following termination. Notwithstanding the foregoing, the restriction
contained in this Section 11(b) shall not apply if the
Executive’s employment is terminated following a Change in Control.


 


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(c) Executive shall, upon reasonable notice, furnish such information and assistance to the
Bank and/or the Company, as may reasonably be required by the Bank and/or the Company, in
connection with any litigation in which it or any of its subsidiaries or affiliates is, or may
become, a party; provided, however, that Executive shall not be required to provide information or
assistance with respect to any litigation between the Executive and the Bank, the Company or any of
its subsidiaries or affiliates.



(d) All payments and benefits to the Executive under this Agreement shall be subject to the
Executive’s compliance with this Section. The parties hereto, recognizing that irreparable injury
will result to the Bank, its business and property in the event of the Executive’s breach of this
Section 11, agree that, in the event of any such breach by the Executive, the Bank and/or the
Company will be entitled, in addition to any other remedies and damages available, to an injunction
to restrain the violation hereof by the Executive and all persons acting for or with the Executive.
The Executive represents and admits that the Executive’s experience and capabilities are such that
the Executive can obtain employment in a business engaged in other lines and/or of a different
nature than the Bank, and that the enforcement of a remedy by way of injunction will not prevent
the Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank
and the Company from pursuing any other remedies available to them for such breach or threatened
breach, including the recovery of damages from the Executive.



12. Regulatory Requirements



(a) Notwithstanding anything herein contained to the contrary, any payments to Executive by
the Bank and/or the Company, whether pursuant to this Agreement or otherwise, are subject to and
conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12
U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.



(b) Notwithstanding any other provision in this Agreement, (i) the Bank or the Company may
terminate or suspend this Agreement and the employment of the Executive hereunder, as if such
termination were a Termination for Cause under Section 8(a) hereof, to the extent required by
federal or state laws or regulations related to banking, to deposit insurance or bank holding
companies or by regulations or orders issued by the Comptroller of the Currency, the Federal
Deposit Insurance Corporation or the Board of Governors of the Federal Reserve System and (ii) no
payment shall be required to be made to Executive under this Agreement to the extent such payment
is prohibited by applicable law regulation or order issued by a banking agency or a court of
competent jurisdiction; provided, that it shall be the Bank’s or the Company’s burden to prove that
any such action was so required.


 


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13. Arbitration; Legal Fees.



(a) Arbitration. In the event that any dispute should arise between the parties as to
the meaning, effect, performance, enforcement, or other issue in connection with this Agreement,
which dispute cannot be resolved by the parties, the dispute shall be decided by final and binding
arbitration of a panel of three arbitrators. Proceedings in arbitration and its conduct shall be
governed by the rules of the American Arbitration Association (“AAA”) applicable to commercial
arbitrations (the “Rules”) except as modified by this Section. The Executive shall appoint one
arbitrator, the Bank shall appoint one arbitrator, and the third shall be appointed by the two
arbitrators appointed by the parties. The third arbitrator shall be impartial and shall serve as
chairman of the panel. The parties shall appoint their arbitrators within thirty (30) days after
the demand for arbitration is served, failing which the AAA promptly shall appoint a defaulting
party’s arbitrator, and the two arbitrators shall select the third arbitrator within fifteen (15)
days after their appointment, or if they cannot agree or fail to so appoint, then the AAA promptly
shall appoint the third arbitrator. The arbitrators shall render their decision in writing within
thirty (30) days after the close of evidence or other termination of the proceedings by the panel,
and the decision of a majority of the arbitrators shall be final and binding upon the parties,
nonappealable, except in accordance with the Rules and enforceable in accordance with the
applicable state law. Any hearings in the arbitration shall be held in Suffolk County, New York
unless the parties shall agree upon a different venue, and shall be private and not open to the
public. Each party shall bear the fees and expenses of its arbitrator, counsel, and witnesses, and
the fees and expenses of the third arbitrator shall be shared equally by the parties. The other
costs of the arbitration, including the fees of AAA, shall be borne as directed in the decision of
the panel.



(b) Legal Fees and Other Expenses. If the Executive is successful on the merits of
the dispute, as determined in the arbitration, all legal fees and such other expenses as reasonably
incurred by the Executive as a result of or in connection with or arising out of the dispute, shall
be paid by the Bank and/or the Company, provided that such payment or reimbursement is made by the
Bank not later than two and one-half months after the end of the year in which such dispute is
resolved in Executive’s favor.



14. Indemnification and Insurance. The Bank and/or the Company shall provide the
Executive (including his heirs, executors and administrators) with coverage under a standard
directors’ and officers’ liability insurance policy at its expense, and shall indemnify Executive
(and his heirs, executors and administrators) to the fullest extent permitted under applicable law
against all expenses and liabilities reasonably incurred by him in connection with or arising out
of any action, suit or proceeding in which he may be involved by reason of his having been an
officer of the Bank and/or the Company (whether or not he continues to be an officer at the time of
incurring such expenses or liabilities), such expenses and liabilities to include, but not be
limited to, judgments, court costs and attorneys’ fees and the cost of reasonable settlements (such
settlements must be approved by the Board); provided, however, that neither the Bank nor the
Company shall be required to indemnify or reimburse Executive for legal expenses or liabilities
incurred in connection with an action, suit or proceeding arising from any illegal or fraudulent
act committed by Executive. Any
such indemnification shall be made consistent with Section 18(k) of the Federal Deposit Insurance
Act, 12 U.S.C. §1828(k), and the regulations issued thereunder in 12 C.F.R. Part 359.


 


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15. Notices. The persons or addresses to which mailings or deliveries shall be made
may change from time to time by notice given pursuant to the provisions of this Section. Any
notice or other communication given pursuant to the provisions of this Section shall be deemed to
have been given (i) if sent by messenger, upon personal delivery to the party to whom the notice is
directed; (ii) if sent by reputable overnight courier, one business day after delivery to such
courier; (iii) if sent by facsimile, upon electronic or telephonic confirmation of receipt from the
receiving facsimile machine and (iv) if sent by mail, three business days following deposit in the
United States mail, properly addressed, postage prepaid, certified or registered mail with return
receipt requested. All notices required or permitted to be given hereunder shall be addressed as
follows:



	 	 	 	 	 
	 

	 	If to the Executive:
	 	Howard H. Nolan
	 

	 	 	 	At the last address

On file
	 
	 	 	 	 
	 

	 	If to the Company	 	 
	 

	 	and the Bank:
	 	Bridgehampton National Bank
	 

	 	 	 	2200 Montauk Highway
	 

	 	 	 	Bridgehampton, New York 11932
	 

	 	 	 	Attention: President and Chief Executive Officer





With a copy to:



Luse Gorman Pomerenk & Schick, PC

5335 Wisconsin Avenue, NW, Suite 400

Washington, DC 20015

Attention: John J. Gorman, Esq.




16. Amendment. No modifications of this Agreement shall be valid unless made in
writing and signed by the parties hereto.



17. Miscellaneous.



(a) Notice of Termination. Any termination of Executive’s employment by the Bank
and/or the Company shall be communicated in writing to the Executive, and any voluntary termination
of employment by the Executive shall be communicated in writing to the Bank and/or the Company.



(b) Successors and Assigns. This Agreement will inure to the benefit of and be
binding
upon the Executive, his legal representatives and estate and intestate distributees, and the
Company and the Bank, their successors and assigns, including any successor by merger or
consolidation or a statutory receiver or any other person or firm or corporation to which all or
substantially all of the assets and business of the Bank or the Company may be sold or otherwise
transferred. Any such successor of the Bank or the Company shall be deemed to have assumed this
Agreement and to have become obligated hereunder to the same extent as the Company and Bank, and
the Executive’s obligations hereunder shall continue in favor of such successor.



(c) Severability. A determination that any provision of this Agreement is invalid or
unenforceable shall not affect the validity or enforceability of any other provision hereof.


 


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(d) Waiver. Failure to insist upon strict compliance with any terms, covenants or
conditions hereof shall not be deemed a waiver of such term, covenant or condition. A waiver of
any provision of this Agreement must be made in writing, designated as a waiver, and signed by the
party against whom its enforcement is sought. Any waiver or relinquishment or any right or power
hereunder at any one or more times shall not be deemed a waiver or relinquishment of such right or
power at any other time or times.



(e) Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, and all of which shall constitute one and the same Agreement.



(f) Governing Law. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York, without reference to conflicts of law
principles, except to the extent governed by federal law in which case federal law shall govern.



(g) Headings and Construction. The headings of sections in this Agreement are for
convenience of reference only and are not intended to qualify the meaning of any Section. Any
reference to a Section number shall refer to a Section of this Agreement, unless otherwise
specified.



(h) Entire Agreement. This instrument contains the entire agreement of the parties
relating to the subject matter hereof, and supersedes in its entirety any and all prior agreements,
understandings or representations relating to the subject matter hereof.



(i) Source of Payments. All payments provided in this Agreement shall be timely paid
in cash or check from the general funds of the Bank. The Company, however, unconditionally
guarantees payment and provision of all amounts and benefits due hereunder to Executive and, if
such amounts and benefits are not timely paid or provided by the Bank, such amounts and benefits
shall be paid or provided by the Company.


 


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IN WITNESS WHEREOF, the Bank and the Company have caused this Agreement to be executed and the
Executive has hereunto set his hand, all as of the Effective Date specified above.



	 	 	 	 	 
	 	 	EXECUTIVE
	 
	 	 	 	 
	June 25, 2009	 	/s/ Howard H. Nolan
	 	 	 
	Date	 	Howard H. Nolan
	 
	 	 	 	 
	 	 	BRIDGE BANCORP, INC.
	 
	 	 	 	 
	June 25, 2009

	 	By:
	 	/s/ Marcia Z. Hefter
	 

	 	 	 	 
	Date

	 	 	 	Marcia Z. Hefter
	 

	 	 	 	Chairperson of the Board
	 
	 	 	 	 
	 	 	BRIDGEHAMPTON NATIONAL BANK
	 
	 	 	 	 
	June 25, 2009

	 	By:
	 	/s/ Marcia Z. Hefter
	 

	 	 	 	 
	Date

	 	 	 	Marcia Z. Hefter
	 

	 	 	 	Chairperson of the Board







 


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