Exhibit 10.6


 


Form
of Stock Option Agreement


 


Granted
by


 


BRIDGE
BANCORP, INC.


 


under
the


 


BRIDGE
BANCORP, INC.


 


2019
EQUITY INCENTIVE PLAN


  


This
stock option agreement (“Option” or “Agreement”) is and shall be subject in every respect
to the provisions of the 2019 Equity Incentive Plan (the “Plan”) of Bridge Bancorp, Inc. (the “Company”)
which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement.  A copy of
the Plan has been provided to each Participant granted a stock option pursuant to the Plan.  The holder of this Option (the
“Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement,
and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer
the Plan (“Committee”) or the Board shall be final, binding and conclusive upon the Participant and the Participant’s
heirs, legal representatives, successors and permitted assigns.  Except where the context otherwise requires, the term “Company”
shall include the parent and all present and future subsidiaries of the Company as defined in Section 424(e) and 424(f) of the
Internal Revenue Code of 1986, as amended from time to time (the “Code”).  Capitalized terms used herein
but not defined shall have the same meaning as in the Plan.


 


1. Name
of Participant.   ###PARTICIPANT_NAME###                       
                                                                                         
              


 


2. Date
of Grant.  ###GRANT_DATE###                      
                                   
                        


 


3. Total
number of shares of Company common stock, $0.01 par value per share, that may be acquired pursuant to the Option.  ###TOTAL_AWARDS### 


 


(subject
to adjustment pursuant to Section 10 hereof).


 


This
is an Incentive Stock Option (“ISO”) to the maximum extent permitted under Code Section 422(d).


 


4.
Exercise price per share.  ###GRANT_PRICE###                
 


 


(110%
of the Fair Market Value of the Date of Grant).


 


5.
Expiration Date of Option.   ###EXPIRY_DATE###           
            


 


6.
Vesting Schedule. Except as otherwise provided in this Agreement, this Option will become vested as follows provided
the Participant is employed on such date. 


 


 ###VEST_SCHEDULE_TABLE###


 


In
addition, vesting will automatically accelerate pursuant to Section 2.8 of the Plan and Sections 9 and 11 of this Agreement, as
applicable.


 


7.
Exercise Procedure.


 


7.1          Delivery
of Notice of Exercise of Option.  This Option will be exercised in whole or in part by the Participant together with
payment by cash or other means acceptable to the Committee, including:


 


Personal,
certified or cashier’s check in full/partial payment of the purchase price.


 




     


     


    

 


Stock
of the Company in full/partial payment of the purchase price.


 


By
a net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option
(and, if applicable, any required tax withholding).


 


7.2         
“Fair Market Value” shall have the meaning set forth in Section 8.1(t) of the Plan.


 


8.
Delivery of Shares.


 


8.1          Delivery
of Shares.  Delivery of shares of Common Stock upon the exercise of this Option will comply with all applicable laws
(including the requirements of the Securities Act) and the applicable requirements of any securities exchange or similar entity.


 


9.
Change in Control.


 


9.1         
In the event of an Involuntary Termination following a Change in Control or the occurrence of an event provided in Section 4.1(d)
of the Plan, all Options held by the Participant, whether or not exercisable at such time, will become fully exercisable, subject
to the expiration provisions otherwise applicable to the Option.


 


9.2         
A “Change in Control” shall be deemed to have occurred as provided in Section 4.2 of the Plan and an “Involuntary
Termination” shall have the meaning set forth
in Section 8.1(x) of the Plan.


 


10.
Adjustment Provisions.


 


10.1      
This Option shall be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of, Section
3.3(a) of the Plan.


 


11.
Effect of Termination of Service on Option.


 


11.1      
This Option will terminate upon the expiration date, except as set forth in the following  provisions:


 


11.1.1 Death. 
This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the
event of the Participant’s service is terminated by reason of the Participant’s death.  This Option may thereafter
be exercised by the Participant’s legal representative or beneficiaries for a period of one (1) year from the date of death,
subject to termination on the expiration date of this Option, if earlier.   


 


11.1.2 Disability. 
This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the
event of the Participant’s service is terminated by reason of the Participant’s Disability. This Option may thereafter
be exercised for a period of one (1) year from the date of such Termination of Service by reason of Disability, subject to termination
on the Option’s expiration date, if earlier.  Disability shall be defined in accordance with Section 8.1(l) of the
Plan.


 


11.1.3 Retirement. 
Vested Options may be exercised for a period of one (1) year from the date of Termination of Service by reason of Retirement,
subject to termination on the Option’s expiration date, if earlier (and, for purposes of clarity, non-vested Options will
be forfeited on the date of Termination of Service by reason of Retirement).  “Retirement” shall have the meaning
set forth in Section 8.1(ff) of the Plan.  Options exercised more than three months following Retirement will not have ISO
treatment.


 


11.1.4 Termination
for Cause.  If the Participant’s Service has been terminated for Cause, all Options granted to the Participant
that have not vested or been exercised shall expire and be forfeited.  The Board of Directors shall have sole authority and
discretion to determine whether the Participant’s employment has been terminated for Cause. 


 


11.1.5 Other
Termination.  If the Participant’s Service terminates for any reason other than death, Disability, or for Cause,
all Options may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of three
(3) months following termination, subject to termination on the Option’s expiration date, if earlier.


 




     


     


    

 


12.
Miscellaneous.


 


12.1      
No Option shall confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual
fulfills all conditions for receipt of such rights and the Common Stock is issued to the Participant.


 


12.2      
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.


 


12.3      
Except as otherwise provided by the Committee, ISOs under the Plan are not transferable except (1) as designated by the Participant
by will or by the laws of descent and distribution, (2) to a trust established by the Participant, or (3) between spouses incident
to a divorce or pursuant to a domestic relations order, provided, however, that in the case of a transfer described under (3),
the Option will not qualify as an ISO as of the day of such transfer.


 


12.4      
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its
principles of conflicts of laws, except as superseded by federal law.


 


12.5      
This Agreement is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and,
notwithstanding any of the provisions hereof, the Company will not be obligated to issue any shares of Common Stock hereunder
if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.


 


12.6      
The granting of this Option does not confer upon the Participant any right to be retained in the employ of the Company or any
subsidiary.


 


13.
Section 409A of the Code.


 


 
      It is the intention of the parties that the provisions of this Agreement comply with the requirements of
Section 409A of the Code and Treasury Regulations thereunder.


 


[Signature
Page Follows]


 






     

     


    

 


IN
WITNESS WHEREOF, the Company has caused this instrument to be executed in its name and on its behalf as of the date of grant of
this Option set forth above.


 


	 	BRIDGE BANCORP,
    INC.
	 	 
	 	By:
	 	 
	 	Title:


 


PARTICIPANT’S
ACCEPTANCE


 


The
undersigned hereby accepts the foregoing Option and agrees to the terms and conditions hereof, including the terms and provisions
of the 2019 Equity Incentive Plan.  The undersigned hereby acknowledges receipt of a copy of the Company’s 2019 Equity
Incentive Plan and related Prospectus.


 


	 	PARTICIPANT