Exhibit 10.2 Employment Contract - Janet T. Verneuille, Dated January 1, 2001
BRIDGEHAMPTON NATIONAL BANK
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made effective as of January 1,
2001, by and among Bridgehampton National Bank (the "Bank"), with its principal
administrative office at 2200 Montauk Highway, Bridgehampton, New York 11932,
Bridge Bancorp, Inc. the holding company for the Bank (the "Company") and Janet
T. Verneuille ("Executive").
WHEREAS, the Bank wishes to continue to assure itself of the services of
Executive for the period provided in this Agreement; and
WHEREAS, Executive is willing to continue to serve in the employ of the
Bank on a full-time basis for said period
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and upon the other terms and conditions hereinafter provided, the parties hereby
agree as follows:
1. POSITION AND RESPONSIBILITIES.
During the period of employment hereunder, Executive agrees to serve as
Senior Vice President / Chief Financial Officer of the Bank. Executive shall
report to the Chief Executive Officer ("CEO") of the Bank and any Executive Vice
President of the Bank, who may be designated as Executive's direct report by the
CEO (the "Designated EVP"). Executive shall render administrative and management
services to the Bank such as are customarily performed by persons situated in a
similar executive capacity and as may be directed from time to time by either
the CEO or the Designated EVP. During said period, Executive also agrees to
serve, if elected, as an officer and director of the Company or any subsidiary
of the Bank or the Company.
2. TERM AND DUTIES.
(a) The period of Executive's employment under this Agreement shall be
deemed to have commenced as of the date first written and shall continue for a
period of two (2) years from the effective date of this Agreement. The board of
directors of the Bank or the Company (the "Board") or a committee of the Board
will review Executive's performance annually for purposes of determining whether
to continue to extend the Agreement and the rationale and results thereof shall
be included in the minutes of the Board's or Committee's meeting. Commencing on
January 1, 2002 and each year thereafter the Board shall provide written notice
to the Executive as to whether the Board has extended the term of this Agreement
for an additional year. The Board shall give notice to Executive as soon as
possible after such review. The Executive may elect not to extend the term of
this Agreement by giving written notice in accordance with Section 8 of this
Agreement. In no event shall the term of this Agreement extend beyond the
Executive's 65th birthday.
(b) During the period of Executive's employment hereunder, except for
periods of absence occasioned by illness, reasonable vacation periods, and
reasonable leaves of absence, Executive shall devote substantially all her
business time, attention, skill, and efforts to the faithful performance of her
duties hereunder including activities and services related to the organization,
operation and management of the Bank and participation in community and civic
organizations; provided, however, that, with the approval of the CEO Executive
may serve, or continue to serve, on the boards of directors of, and hold any
other offices or positions in, companies or organizations, which in the CEO's
judgment, will not present any conflict of interest with the Bank, or materially
affect the performance of Executive's duties pursuant to this Agreement.
(c) Notwithstanding anything herein to the contrary, Executive's employment
with the Bank may be terminated by the Bank or Executive during the term of this
Agreement, subject to the terms and conditions of this Agreement.
3. COMPENSATION; BENEFITS AND REIMBURSEMENT.
(a) The Bank shall pay Executive as compensation a salary of not less than
$105,000.00 per year ("Base Salary"). Base Salary shall be payable in
approximately equal installments in accordance with the Bank's customary payroll
practices and may be increased but may not be decreased at any time without the
prior written consent of Executive. During the period of this Agreement,
Executive's Base Salary shall be reviewed at least annually; the first such
review will be made no later than one year from the date of this Agreement. Such
review shall be conducted by the CEO, the Designated EVP, the Board or by the
committee of the Board, delegated such responsibility by the Board and the CEO,
the committee or the Board may increase Executive's Base Salary at any time. Any
increase in Base Salary shall become the new "Base Salary" for purposes of this
Agreement. In addition to the Base Salary provided in this Section 3(a), the
Bank shall also provide Executive with all such other benefits as are provided
uniformly to full-time employees of the Bank.
(b) Executive shall be entitled to participate in any employee benefit
plans, arrangements and perquisites substantially equivalent to those in which
Executive was participating or otherwise deriving benefit from immediately prior
to the beginning of the term of this Agreement, and the Bank will not, without
Executive's prior written consent, make any changes in such plans, arrangements,
or perquisites which would materially adversely affect Executive's rights or
benefits thereunder; except to the extent such changes are made applicable to
all Bank employees on a non-discriminatory basis. Without limiting the
generality of the foregoing provisions of this Subsection (b), Executive shall
be entitled to participate in or receive benefits under any employee benefit
plans, including, but not limited to, retirement plans, supplemental retirement
plans, management incentive plans, pension plans, profit-sharing plans, stock or
option plans, health-and-accident plans, medical coverage or any other employee
benefit plan or arrangement made available by the Bank in the future to its
senior executives and key management employees, subject to and on a basis
consistent with the terms, conditions and overall administration of such plans
and arrangements. Executive shall be entitled to incentive compensation and
bonuses as provided in any plan or arrangement of the Bank in which Executive is
eligible to participate. Nothing paid to Executive under any such plan or
arrangement will be deemed to be in lieu of other compensation to which
Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by Subsection (a) of this
Section 3 and other compensation provided for by Subsection (b) of this Section
3, the Bank shall pay or reimburse Executive for all reasonable travel and other
reasonable expenses, including membership in clubs or organizations as mutually
agreed to between the CEO and Executive, incurred by Executive performing her
obligations under this Agreement and may provide such additional compensation in
such form and such amounts as the Board or CEO may from time to time determine.
4. PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION; DEATH OR DISABILITY.
(a) Upon the occurrence of an Event of Termination (as herein defined)
during Executive's term of employment under this Agreement, the provisions of
this Section 4 shall apply. As used in this Agreement, an "Event of Termination"
shall mean and include any one or more of the following: (i) the termination by
the Bank or the Company of Executive's full-time employment hereunder for any
reason other than a termination governed by Subsection 5(a) hereof or
Termination for Cause, as defined in Section 7 hereof; (ii) Executive's
resignation from the Bank's employ upon any: (A) failure to appoint or reappoint
Executive as Senior Vice President / Chief Financial Officer, unless Executive
consents thereto, (B) material change in Executive's function, duties, or
responsibilities, which change would cause Executive's position to become one of
lesser responsibility, importance, or scope from the position and attributes
thereof described in Section 1, above, unless consented to by Executive, (C)
relocation of Executive's principal place of employment to an office other than
one located in Southhampton, East Hampton, Shelter Island, Southhold or
Riverhead, New York unless consented to by Executive, (D) reduction in the
benefits and perquisites to Executive from those being provided as of the
effective date of this Agreement (other than discretionary bonus and stock based
compensation) unless consented to by Executive, (E) liquidation or dissolution
of the Bank or Company, or (F) material breach of this Agreement by the Bank or
Company. Upon the occurrence of any event described in clauses (A), (B), (C),
(D), (E) or (F), above, Executive
shall have the right to elect to terminate her employment under this Agreement
by resignation upon not less than six (6) days prior written notice given within
ninety (90) days after the event giving rise to said right to elect.
(b) Upon the occurrence of an Event of Termination, on the Date of
Termination, as defined in Subsection 8(b), the Bank shall be obligated to pay
Executive, or, in the event of her subsequent death, her beneficiary or
beneficiaries, or her estate, as the case may be an amount equal to the sum of:
(i) the amount of the remaining salary payments that Executive would have earned
if she had continued her employment with the Bank during the remaining term of
this Agreement or for a twenty-four (24) month period, whichever is longer based
on Executive's Base Salary at the Date of Termination; (ii) the amount equal to
the annual contributions or payments that would have been made on Executive's
behalf to any employee benefit plans of the Bank or the Company, including
deferred compensation plans or programs which may have been established for
Executive or for any benefit or perquisite which would have been provided to
Executive during the remaining term of this Agreement or for a twenty-four (24)
month period, whichever is longer (which benefit or perquisite is discontinued)
based on contributions or payments made (on an annualized basis) at the Date of
Termination. At the election of Executive, which election is to be made prior to
an Event of Termination, such payments shall be made (A) in a lump sum as of
Executive's Date of Termination, (B) on a bi-weekly basis in approximately equal
installments during the remaining term of the Agreement, or (C) on an annual
basis in approximately equal installments during the remaining term of this
Agreement.
(c) Upon the occurrence of an Event of Termination, Executive will be
entitled to receive benefits due her on a fully vested basis under or
contributed by the Bank or the Company on her behalf pursuant to any retirement,
incentive, profit sharing, bonus, performance, option or restricted stock
program, or other employee benefit plan maintained by the Bank or the Company on
Executive's behalf to the extent such benefits are not otherwise paid to
Executive under a separate provision of this Agreement. To the extent any
payment pursuant to this Subsection would violate any terms of any plan or
program or any law, rules or regulations applicable thereto, the Bank or the
Company shall provide the economic equivalent of such benefit directly to
Executive, as soon as practicable on or after the date an Event of Termination
occurs. The provisions of this Subsection 4(c) shall not cause Executive to
receive either duplicate benefit payments or contributions which may be provided
under any other provision of this Agreement.
(d) To the extent that the Bank or the Company continues to offer any life,
medical, health, disability or dental insurance plan or arrangement in which
Executive participates in on the last day of her employment (each being a
"Welfare Plan"), after an Event of Termination, Executive and her dependents
shall continue participating in such Welfare Plans, subject to the same premium
contributions on the part of Executive as were required immediately prior to the
Event of Termination until the earliest of (i) her death, (ii) her employment by
another employer other than one of which she is a majority owner or (iii) either
the longer of two (2) years or the end of the remaining term of this Agreement.
If the Bank or the Company does not offer a Welfare Plan after the Event of
Termination, then the provisions of Subsection 4(b) above shall be applicable.
Neither the Bank nor the Company shall be required to provide benefits under any
Welfare Plan to the extent that the Executive has the right to receive
substantially similar benefits by reason of Executive's employment by another
employer following the termination of Executive's employment hereunder.
(e) In the event of Executive's death during the term of this Agreement
prior to Executive's termination of employment, her estate shall be entitled to
receive her accrued and unpaid salary and prorated bonus, through the date of
her death. This Agreement shall thereupon terminate except that any vested
rights of Executive shall then be exercised by her estate.
(f) In the event that during the term of this Agreement, Executive is
unable to perform her duties hereunder because she is disabled within the
meaning of any policy of disability insurance maintained or provided by the Bank
or the Company under which she is entitled to benefits or, if there is no such
policy, within the meaning of Section 22(e) of the Internal Revenue Code of
1986, as amended (the "Code") (a "Disability"), Executive shall be entitled to
continue to receive (I) her Base Salary then in effect under Subsection 3(a)
hereof, reduced by any benefits payable to Executive under any such policy of
disability insurance, and (ii) her benefits then in effect as described in
Subsection 3(b) hereof, for a period of two (2) years following the occurrence
of the
Disability (or until she ceases to be disabled, if earlier), and this Agreement
shall terminate at the end of such two (2) year period (unless Executive shall
have returned to employment hereunder before that date).
(g) Except as set forth in Subsection 4(d) above, no payments under this
Section 4 shall be reduced in the event Executive obtains other employment
following termination of employment. Executive shall not be required to mitigate
amounts payable pursuant to this Section.
5. CHANGE IN CONTROL.
(a) For purposes of this Agreement, a "Change in Control" of the Bank or
Company shall mean an event of a nature that: (i) would be required to be
reported in response to Item 1 of the current report on Form 8-K, as in effect
on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"); or (ii) results in a Change in
Control of the Bank or the Company based on the fact that a person has received
all required approvals of applicable regulatory authorities to acquire control
of the Company or the Bank; or (iii) without limitation such a Change in Control
shall be deemed to have occurred at such time as (A) any "person" (as the term
is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of voting securities of the Bank or the Company representing
thirty (30%) percent or more of the Bank's or the Company's outstanding voting
securities or right to acquire such securities except for any voting securities
of the Bank purchased by the Company and any voting securities purchased by any
employee benefit plan of the Bank or the Company, or (B) individuals who
constitute the Board on the date hereof (the "Incumbent Board") cease for any
reason to constitute at least a majority thereof, provided that any person
becoming a director subsequent to the date hereof whose election was approved by
a vote of at least three-quarters of the directors comprising the Incumbent
Board, or whose nomination for election by the Company's stockholders was
approved by the same nominating committee serving under an Incumbent Board,
shall be, for purposes of this clause (b), considered as though she were a
member of the Incumbent Board, or (C) a plan of reorganization, merger,
consolidation, sale of all or substantially all the assets of the Bank or the
Company or similar transaction occurs in which the Bank/Company is not the
resulting entity, or (D) a proxy statement has been distributed soliciting
proxies from stockholders of the Company, by someone other than the current
management of the Company, seeking stockholder approval of a plan of
reorganization, merger or consolidation of the Company or Bank or similar
transaction with one or more corporations as a result of which the outstanding
shares of the class of securities then subject to such plan or transaction are
exchanged for or converted into cash or property or securities not issued by the
Bank or the Company or (E) a tender offer is made for thirty (30%) percent or
more of the voting securities of the Bank or Company then outstanding as a
result of which thirty (30%) percent or more of the then outstanding voting
securities of the Bank or Company are acquired.
(b) If a Change in Control has occurred pursuant to Subsection 5(a), or the
Board has determined that a Change in Control has occurred, Executive shall be
entitled to the benefits provided in Subsections (c), (d), (e) and (f) of this
Section 5 and Section 6 upon her termination of employment (unless such
termination is because of her death, disability, or Termination for Cause) on or
after the date a Change in Control occurs during the term of this Agreement due
to: (1) Executive's dismissal, (2) Executive's voluntary resignation on the date
a Change in Control occurs or within the ninety (90) day period immediately
following the date a Change in Control occurs provided that the acquiror is a
private investor, a group of private investors, or a private company controlled
by either a private investor or a group of private investors or (3) any
demotion, loss of title, office or significant authority or responsibility,
reduction in annual compensation or benefits or relocation of her principal
place of employment to an office other than one located in Southhampton, East
Hampton, Shelter Island, Southhold, or Riverhead, New York, occurs at any time
during the three (3) year period immediately following a Change in Control.
(c) Upon Executive's entitlement to benefits pursuant to Subsection 5(b),
the Bank shall pay Executive, or in the event of her subsequent death, her
beneficiary or beneficiaries, or her estate, as the case may be, a sum equal to
two (2) times Executive's annual compensation as described below for the last
taxable year immediately preceding the Change in Control. Such annual
compensation shall include Base Salary and any other taxable income, including
but not limited to commissions, bonuses, severance payments, retirement
payments, and directors or committee fees. At the election of Executive, which
election is to be made prior to a Change in Control,
such payment shall be made: (a) in a lump sum as of Executive's Date of
Termination, (b) on a bi-weekly basis in approximately equal installments over a
period of twenty-four (24) months following Executive's termination, or (c) on
an annual basis in approximately equal installments over a period of twenty-four
(24) months following Executive's termination.
(d) Upon the occurrence of a Change in Control, Executive will be entitled
to receive benefits due her on a fully vested basis under or contributed by the
Bank or the Company on her behalf pursuant to any retirement, incentive, profit
sharing, bonus, performance, option or restricted stock program or other
employee benefit plan maintained by the Bank or the Company on Executive's
behalf to the extent such benefits are not otherwise paid to Executive under a
separate provision of this Agreement. To the extent any payment pursuant to this
Subsection would violate any terms of any plan or program or any law, rules or
regulations applicable thereto, the Bank or the Company shall provide the
economic equivalent of such benefit directly to Executive, as soon as
practicable on or after the date a Change in Control occurs.
(e) Upon the occurrence of a Change in Control followed by Executive's
termination of employment, the Bank will cause Executive's participation in any
Welfare Plans to be continued with coverage substantially identical to the
coverage maintained by the Bank or the Company for Executive and any of her
dependents covered under such plans prior to the Change in Control. Such
coverage and payments shall cease upon the expiration of twenty-four (24) full
calendar months following the Date of Termination. If the Bank or the Company
does not offer a Welfare Plan after the Change in Control then the Bank or the
Company shall provide Executive with a payment upon the discontinuance of any
Welfare Plan equal to the value of the provision of such benefit through the end
of the twenty-four (24) month period.
(f) The use or provision of any membership, license, automobile use, or
other perquisites shall be continued during the twenty-four (24) full calendar
months following the Date of Termination on the same financial terms and
obligations as were in place immediately prior to the Change in Control. To the
extent that any item referred to in this Subsection (f) will after the date of a
Change in Control, no longer be available to Executive, the Bank or the Company
shall provide the economic equivalent to Executive.
(g) No payment under this Section 5 or Section 6 below shall be reduced in
the event Executive obtains other employment following termination of
employment. Executive shall not be required to mitigate amounts payable pursuant
to this Section.
6. CHANGE OF CONTROL RELATED PROVISIONS.
(a) Notwithstanding any provision to the contrary in Section 5 hereof for
any taxable year in which Executive shall be liable, as determined by the Bank's
independent accountants for the payment of an excise tax under Section 4999 of
the Code (or any successor provision thereto), with respect to any payment in
the nature of the compensation made by the Bank or the Company to (or for the
benefit of) Executive, the Bank shall pay to Executive an amount determined
under the following formula:
An amount equal to: X
WHERE:
X = E x P
1 - [(FI x (1 - SLI)) + SLI + E + M + PO]
E = the rate at which the excise tax is assessed under Section 4999 of the
Code;
P = the amount with respect to which such excise tax is assessed,
determined without regard to this Section 6;
FI = the highest marginal rate of federal income, employment and other
taxes (other than taxes imposed under Section 4999 of the Code) applicable
to Executive for the taxable year in question;
SLI = the sum of the highest marginal rates of income and payroll taxes
applicable to Executive under applicable state and local laws for the
taxable year in question;
M = highest marginal rate of medicare; and
PO = adjustment for phase out or loss of deduction, personal exemption or
other similar items.
With respect to any payment in the nature of compensation that is made to (or
for the benefit of) Executive under the terms of this Agreement or otherwise and
on which an excise tax under Section 4999 of the Code will be assessed, the
payment determined under this Section 6 shall be made to Executive on the
earliest of (i) the date the Bank or the Company is required to withhold such
tax, (ii) the date the tax is required to be paid by Executive or (iii) at the
time of the Change in Control. It is the intention of the parties that the
Company and the Bank provide Executive with a full tax gross-up under the
provisions of this Section, so that on a net after-tax basis, the result to
Executive shall be the same as if the excise tax under Section 4999 (or any
successor provisions) of the Code had not been imposed. The tax gross-up may be
adjusted if alternative minimum tax rules are applicable to Executive.
7. TERMINATION FOR CAUSE.
The term "Termination for Cause" shall mean termination because of: 1)
Executive's personal dishonesty, willful misconduct, breach of fiduciary duty
involving personal profit, willful violation of any law, rule, regulation (other
than traffic violations or similar offenses), final cease and desist order or
material breach of any provision of this Agreement which results in a material
loss to the Bank or the Company, or 2) Executive's conviction of a crime or act
involving moral turpitude which is no longer subject to appeal. For the purposes
of this Section 7, no act, or the failure to act, on Executive's part shall be
"willful" unless done, or omitted to be done, not in good faith and without
reasonable belief that the action or omission was in the best interests of the
Bank, the Company or their affiliates. Notwithstanding the foregoing, Executive
shall not be deemed to have been Terminated for Cause unless and until there
shall have been delivered to her a Notice of Termination which shall include a
copy of a resolution duly adopted by the affirmative vote of not less than a
majority of the members of the Board at a meeting of the Board called and held
for that purpose (after reasonable notice to Executive and an opportunity for
her, together with counsel, to be heard before the Board), finding that in the
good faith opinion of the Board, Executive was guilty of conduct justifying
Termination for Cause and specifying the particulars thereof in detail.
Executive shall not have the right to receive compensation or other benefits for
any period after the date of Termination for Cause. During the period beginning
on the date of the Notice of Termination for Cause pursuant to Section 8 hereof
through the date of Termination for Cause, any unvested awards granted to
Executive under any stock benefit plan of the Bank, the Company or any
subsidiary or affiliate thereof shall not vest. At the date of Termination for
Cause, such unvested stock options and related limited rights and any unvested
awards shall become null and void and shall not be exercisable by or delivered
to Executive at any time subsequent to such Termination for Cause.
8. NOTICE.
(a) Any purported termination by the Bank or by Executive shall be
communicated by Notice of Termination to the other party hereto. For purposes of
this Agreement, a "Notice of Termination" shall mean a written notice which
shall indicate the specific termination provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of Executive's employment under the provision so
indicated.
(b) "Date of Termination" shall mean the date specified in the Notice of
Termination (which, in the case of a Termination for Cause, shall not be less
than thirty (30) days from the date such Notice of Termination is given);
provided, however, that if a dispute regarding the Executive's termination
exists, the "Date of Termination" shall be determined in accordance with Section
8(c) of this Agreement.
(c) If, within thirty (30) days after any Notice of Termination is given,
the party receiving such Notice of Termination notifies the other party that a
dispute exists concerning the termination, the Date of Termination shall be on
the date on which the dispute is finally determined, either by mutual written
agreement of the parties, by a binding arbitration award, or by a final
judgment, order or decree of a court of competent
jurisdiction (the time for appeal therefrom having expired and no appeal having
been perfected) and, provided further, that the Date of Termination shall be
extended by a notice of dispute only if such notice is given in good faith and
the party giving such notice pursues the resolution of such dispute with
reasonable diligence. Notwithstanding the pendency of any such dispute, in the
event Executive is terminated for reasons other than Termination for Cause, the
Bank will continue to pay Executive her Base Salary in effect when the notice
giving rise to the dispute was given until the earlier of: 1) the resolution of
the dispute in accordance with this Agreement or 2) the expiration of the
remaining term of this Agreement as determined as of the Date of Termination.
Amounts paid under this Section are in addition to all other amounts due under
this Agreement and shall not be offset against or reduce any other amounts due
under this Agreement.
(d) All notices or other communications required or permitted hereunder
shall be made in writing and shall be deemed to have been duly given if
delivered by hand or delivered by a recognized delivery service or mailed,
postage prepaid, by express, certified or registered mail, return receipt
requested, and addressed to the Bank, the Company or Executive, as applicable,
at the address set forth above for the Bank and the Company, and to Executive's
address contained in the Bank's files.
9. POST-TERMINATION OBLIGATIONS.
All payments and benefits to Executive under this Agreement shall be
subject to Executive's compliance with this Section 9, Subsection 10(a) and
Subsection 10(b). Executive shall, upon reasonable notice, furnish such
information and assistance to the Bank as may reasonably be required by the Bank
in connection with any litigation in which it or any of its subsidiaries or
affiliates is, or may become, a party.
10. NON-COMPETITION AND NON-DISCLOSURE.
(a) Upon any termination of Executive's employment hereunder pursuant to
Section 4 hereof or Subsection 5(b)(2) hereof, Executive agrees not to compete
with the Bank for a period of one (1) year following such termination. Executive
agrees that during such period Executive shall not work for or advise, consult
or otherwise serve with, directly or indirectly, a "Significant Competitor" of
the Bank or the Company. "Significant Competitor" shall mean any commercial
bank, savings bank, savings and loan association, mortgage banking company or
other financial institution, or a holding company affiliate of any of the
foregoing, that at the date of its employment of Executive has an office in
Southampton, East Hampton, Shelter Island, Southhold or Riverhead, New York. If
any court or other tribunal having jurisdiction to determine the validity or
enforceability of this Subsection determines that, strictly applied, it would be
invalid or unenforceable, the definition of Significant Competitor and the time
provisions used shall be deemed modified to the extent necessary (but only to
that extent) so that the restrictions, as modified, will be valid and
enforceable without further action required by the parties. The parties hereto,
recognizing that irreparable injury will result to the Bank, its business and
property in the event of Executive's breach of this Subsection 10(a) agree that
in the event of any such breach by Executive, the Bank, will be entitled, in
addition to any other remedies and damages available, to an injunction to
restrain the violation hereof by Executive, Executive's partners, agents,
servants, employees and all persons acting for or under the direction of
Executive. Nothing herein will be construed as prohibiting the Bank from
pursuing any other remedies available to the Bank for such breach or threatened
breach, including the recovery of damages from Executive.
(b) Executive recognizes and acknowledges that the knowledge of the
business activities and plans for business activities of the Bank, the Company
and affiliates thereof, as it may exist from time to time, is a valuable,
special and unique asset of the business of the Bank and the Company. Executive
will not, during or after the term of her employment, disclose any knowledge of
the past, present, planned or considered business activities of the Bank, the
Company or affiliates thereof to any person, firm, corporation, or other entity
for any reason or purpose whatsoever. Notwithstanding the foregoing, Executive
may disclose any knowledge of banking, financial and/or economic principles,
concepts or ideas which are not solely and exclusively derived form the business
plans and activities of the Bank. Further, Executive may disclose information
regarding the business activities of the Bank to supervising governmental
authorities pursuant to a formal regulatory request. Executive acknowledges and
agrees that, because relationships with customers and prospective customers are
expected to constitute a large portion of the goodwill of the Bank's business,
it is of great importance to the Bank that Executive not solicit the Bank's
customers and prospective customers (other than on behalf of the Bank) during
the period of employment,
and that Executive not solicit such customers and prospective customers during a
one (1) year period after termination of Executive's employment, with respect to
business, or contracts for any products or services of the type provided,
developed or under development by the Bank during Executive's employment by the
Bank. Executive agrees that, while the Executive is employed by the Bank and for
a period of one (1) year commencing on the date of termination of Executive's
employment with the Bank, Executive shall not, within the area referred to in
Subsection 10(a) above, and in any other town in which Executive performed
material services for the Bank, directly or indirectly solicit (other than on
behalf of the Bank) business or contracts for any products or services of the
type provided, developed or under development by the Bank during Executive's
employment by the Bank, from or with (i) any person or entity that was a
customer of the Bank for such products or services as of, or within one year
before, Executive's termination, or (ii) any prospective customer that the Bank
was actively soliciting as of, or within one (1) year before Executive's
termination. In the event of a breach or threatened breach by Executive of the
provisions of this Subsection, the Bank will be entitled to an injunction
restraining Executive from disclosing, in whole or in part, the knowledge of the
past, present, planned or considered business activities of the Bank or
affiliates thereof, or from rendering any services to any person, firm,
corporation, other entity to whom such knowledge, in whole or in part, has been
disclosed, or is threatened to be disclosed. Nothing herein will be construed as
prohibiting the Bank from pursuing any other remedies available to the Bank for
such breach or threatened breach, including the recovery of damages from
Executive.
11. 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 due from the Bank are not timely
paid or provided by the Bank, such amounts and benefits shall be paid or
provided by the Company. In the event any amount becomes vested and payable
under more than one provision of this Agreement, Executive shall not be entitled
to receive a duplicate payment of any such amount nor shall Executive be
entitled to receive duplicate payments from both the Bank and Company.
12. EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFIT PLANS.
This Agreement contains the entire understanding between the parties hereto
and supersedes any prior employment agreement or change in control agreement
between the Bank or any predecessor of the Bank and Executive, except that this
Agreement shall not affect or operate to reduce any benefit or compensation
inuring to Executive of a kind elsewhere provided. No provision of this
Agreement shall be interpreted to mean that Executive is subject to receiving
fewer benefits than those available to her without reference to this Agreement.
13. NO ATTACHMENT.
(a) Except as required by law, no right to receive payments under this
Agreement shall be subject to anticipation, communication, alienation, sale,
assignment, encumbrance, charge, pledge, or hypothecation, or to execution,
attachment, levy, or similar process or assignment by operation of law, and any
attempt, voluntary or involuntary, to affect any such action shall be null,
void, and of no effect.
(b) This Agreement shall be binding upon, and inure to the benefit of,
Executive, the Bank, the Company and their respective successors and assigns.
14. MODIFICATION AND WAIVER.
(a) This Agreement may not be modified or amended except by an instrument
in writing signed by the parties hereto.
(b) No term or condition of this Agreement shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement, except by written instrument of the party charged with such
waiver or estoppel. No such written waiver shall be deemed a continuing waiver
unless
specifically stated therein, and each such waiver shall operate only as to the
specific term or condition waived and shall not constitute a waiver of such term
or condition for the future as to any act other than that specifically waived.
15. REQUIRED PROVISIONS.
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 7 hereof to the extent required by the laws of the State of New York
related to banking, by applicable federal law relating to deposit insurance or
bank holding companies or by regulations or orders issued by the Banking
Commissioner of the State of New York, 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.
16. SEVERABILITY.
If, for any reason, any provision of this Agreement, or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this Agreement or any part of such provision not held so invalid, and each
such other provision and part thereof shall to the full extent consistent with
law continue in full force and effect.
17. HEADINGS FOR REFERENCE ONLY.
The headings and sections and paragraphs herein are included solely for
convenience of reference and shall not control the meaning or interpretation of
any of the provisions of this Agreement.
18. GOVERNING LAW.
The validity, interpretation, performance and enforcement of this Agreement
shall be governed by the laws of the State of New York.
19. ARBITRATION.
Any dispute or controversy arising or in connection with this Agreement
shall be settled exclusively by arbitration, conducted before a panel of three
arbitrators sitting in a location selected by Executive within fifty (50) miles
from the location of the Bank, in accordance with the rules of the American
Arbitration Association then in effect. Judgment may be entered on the
arbitrator's award in any court having jurisdiction; provided, however, that
Executive shall be entitled to seek specific performance of her right to be paid
until the Date of Termination during the pendency of any dispute or controversy
arising under or in connection with this Agreement.
20. PAYMENT OF COSTS AND LEGAL FEES.
In the event any dispute or controversy arising under or in connection with
Executive's termination is resolved in favor of the Executive, whether by
judgment, arbitration or settlement, Executive shall be entitled to the payment
of: (1) all legal fees and costs incurred by Executive in resolving such dispute
or controversy which shall be advanced to Executive as incurred during the
pendency of the controversy provided Executive signs an undertaking to return
the advancements in the event her position is not substantially upheld, and (2)
any back-pay, including salary, bonuses and any other cash compensation, fringe,
benefits and any compensation and benefits due Executive under this Agreement
plus interest on such amounts at the prime rate (defined as the base rate on
corporate loans at large U.S. money center commercial banks as published by The
Wall Street Journal), compounded monthly, for the period from the date the
payment is due until the payment is made. Such reimbursement and interest shall
be in addition to all rights that Executive is otherwise entitled to under this
Agreement.
21. INDEMNIFICATION.
The Bank shall provide Executive (including her heirs, executors and
administrators) with coverage under a standard directors' and officers'
liability insurance policy at its expense and shall indemnify Executive (and her
heirs, executors and administrators) to the fullest extent permitted and until
the expiration of any period of limitations under New York law against all
expenses and liabilities reasonably incurred by her in connection with or
arising out of any action, suit or proceeding in which she may be involved by
reason of her having been a director or officer of the Bank (whether or not she
continues to be a director or 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 advancement of attorneys' fees and cost of reasonable
settlements.
22. SUCCESSOR TO THE BANK.
The Bank shall require any successor or assignee, whether direct or
indirect, by purchase, merger, consolidation or otherwise, to all or
substantially all the business or assets of the Bank or the Company, expressly
and unconditionally to assume to perform the Bank's obligations under this
Agreement, in the same manner and to the same extent that the Bank would be
required to perform if no such succession or assignment had taken place. Failure
of the Bank to obtain such agreement prior to the effectiveness of a succession
shall be a breach of this Agreement and shall entitle Executive to payments and
benefits from the Bank or Company and such successor in the same amount and on
the same terms as she would be entitled pursuant to Section 5 and 6 above. For
purposes of implementing the foregoing, the date on which any such succession
becomes effective shall be deemed the Date of Termination.
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IN WITNESS WHEREOF, Bridgehampton National Bank and Bridge Bancorp, Inc.
have caused this Agreement to be executed by their duly authorized officers and
directors, and Executive has signed this Agreement, on the 16th day of July
2001.
ATTEST: BRIDGEHAMPTION NATIONAL BANK
/s/ Marcia Z. Hefter By: /s/ Raymond Wesnofske
Name: Marcia Z. Hefter Name: Raymond Wesnofske
Title: Director Title: Chairman of the Board
ATTEST: BRIDGE BANCORP, INC.
/s/ Marcia Z. Hefter By: /s/ Raymond Wesnofske
Name: Marcia Z. Hefter Name: Raymond Wesnofske
Title: Director Title: Chairman of the Board
Witness:
/s/ Marcia Z. Hefter /s/ Janet T. Verneuille
Name: Marcia Z. Hefter Janet T. Verneuille