EXHIBIT 10(b)
THE FIRST OF LONG ISLAND CORPORATION
Stock Option and Appreciation Rights Plan
1. PURPOSES OF THE PLAN
This Stock Option and Appreciation Rights Plan is intended to provide a
method whereby certain officers of The First of Long Island Corporation and its
Subsidiaries who are largely responsible for the management, growth and
protection of the business, and who are making and can continue to make
substantial contributions to the success of the business, may be encouraged to
acquire a larger stock ownership in the Corporation, thus increasing their
proprietary interest in the business, providing them with greater Incentive for
their continued employment, and promoting the interests of the Corporation and
all its stockholders. Accordingly, the Corporation will from time to time
during the term of the Plan grant, to such officers as may be selected in the
manner hereinafter provided, options to purchase shares of Common stock of the
Corporation and appreciation rights on the Common Stock of the corporation,
subject to the conditions hereinafter provided.
2. DEFINITIONS
Unless the context clearly indicates otherwise, the following terms have
the meanings set forth below:
"Appreciation Right" means a right that entitles the holder to the
appreciation in value, if any, of one share of Common Stock, as defined below,
and granted according to Section 7 of the Plan.
"Bank" means The First National Bank of Long Island.
"Board" means the Board of Directors of the Corporation.
A "Change in Control" shall be deemed to have occurred if 20% of the
Corporation's Common Stock is acquired by a person or group or if a majority of
the Corporation's Board changes within a two-year period without the approval of
the Directors incumbent at the beginning of such two-year period or if there is
a stockholder approved sale of substantially all of the Corporation's assets.
"Code" means the Internal Revenue Code of 1986, as the same may be amended
from time to time and the then current regulations thereunder.
"Committee" means the Stock Option and Appreciation Rights Committee of the
Board which Committee shall be established in accordance with Section 3 hereof.
"Common Stock" means the common stock of the Corporation, $0.10 par value,
per share.
"Corporation" means the First of Long Island Corporation and its
Subsidiaries.
"Grant Date," as used with respect to a particular Option or Appreciation
Right, means the date as of which such Option or Appreciation Right is granted
by the Committee pursuant to the Plan.
"Grantees" means the individuals to whom an Incentive Stock Option,
Nonqualified Stock Option, or Appreciation Right is granted by the Committee
pursuant to the Plan.
"Incentive Stock Option" means an option that qualifies as an Incentive
Stock option as described in Section 422 of the Code.
"Key Employees" shall be those employees who are officers of the
Corporation and its Subsidiaries who have the rank of at least Vice President
and above.
"Nonqualified Stock Option" means any option granted under this Plan, other
than an Incentive Stock Option.
"Option" means an option, granted by the Committee pursuant to Section 5 of
the Plan, to purchase shares of Common Stock and which shall be designated as
either an "Incentive Stock Option" or a "Nonqualified Stock Option."
"Option or Appreciation Right Period" means the period beginning on the
Grant Date and ending the day up to and including the tenth anniversary of the
Grant Date, as determined by the Committee.
"Plan" means the Stock Option and Appreciation Rights Plan as set forth
herein and as may be amended from time to time.
"Retirement," as applied to a Grantee, means the Grantee's termination of
employment at a time when the Grantee is entitled to receive retirement benefits
under the Bank's Retirement Plan or under any similar retirement plan that is
maintained by a Subsidiary.
"Subsidiary" means any corporation or association of which a majority of
the voting common or capital stock is owned directly or indirectly by the
Corporation, including, without limitation, the Bank.
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"Total and Permanent Disability," as applied to a Grantee, means the
Grantee's termination of employment under or as a result of (i) the Bank's Long
Term Disability Plan, (ii) any other similar disability plan that is maintained
by a Subsidiary, or (iii) any disability that is determined by the Committee to
be similar in nature to disability under the Bank's Long Term Disability Plan.
3. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Committee composed of three or more
members who are appointed by the Board and selected from those directors who are
not employees of the Corporation or of a Subsidiary and who have not been
eligible to receive an award under the Plan at any time within a period of one
year immediately preceding the date of their appointment to such Committee. The
Board may from time to time remove members from, or add members to, the
Committee. Vacancies on the Committee, howsoever caused, shall be filled by the
Board. The Committee shall select one of its members as Chairman and shall hold
meetings at such times and places as it may determine, subject to such rules as
to procedures not inconsistent with the provisions of the Plan as are prescribed
by the Board, set forth in the By-laws of the Corporation and as prescribed by
the Committee itself. A majority of the authorized number of members of the
Committee shall constitute a quorum for the transaction of business, and the
vote of the majority of such quorum shall be necessary for the transaction of
any business. Acts approved by a majority of the members of the Committee then
serving shall be the valid acts of the Committee. No member of the Committee
shall be eligible to be granted Options or Appreciation Rights under the Plan
while he or she is a member of the Committee.
The Committee shall be vested with full authority to make such rules and
regulations as it deems necessary or desirable to administer the Plan and to
interpret the provisions of the Plan. Any determination, decision, or action of
the Committee in connection with the construction, interpretation,
administration, or application of the Plan shall be final, conclusive, and
binding upon all Grantees and any person claiming under or through a Grantee.
4. STOCK SUBJECT TO THE PLAN
(a) Shares of stock which may be issued under the Plan upon exercise
of Options or Appreciation Rights shall be authorized and
unissued or shares of Common Stock reacquired by the Corporation,
including shares purchased in the open market. The maximum
number of shares of Common Stock which may be issued under the
Plan shall be 240,000. The limitation established by the
preceding sentence shall be subject to adjustment as provided in
Section 16 of the Plan.
(b) In the event that any outstanding Option or Appreciation Right
under the Plan for any reason expires or is terminated, the
shares of Common Stock allocatable to the unexercised portion of
such Option or Appreciation Right
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may again be made subject to Option or Appreciation Right under
the Plan. Shares subject to an Option which are not issued as a
result of the exercise of Appreciation Rights (which are
"Attached," as described below) shall not again be available for
issuance under the Plan.
(c) The aggregate fair market value (determined as of the date an
Option is granted) of the stock with respect to which Incentive
Stock Options are exercisable for the first time by an optionee
during any calendar year under the Plan and all other plans
maintained by the Corporation, its parent, or any Subsidiary,
shall not exceed $100,000.
5. GRANT OF OPTIONS
The Committee may from time to time, subject to the provisions of the Plan,
grant Options to Key Employees to purchase shares of Common Stock allotted in
accordance with Section 4 of the Plan. The Committee may designate any Option
granted as either an Incentive Stock Option or a Nonqualified Stock Option, or
the Committee may designate a portion of the Option as an "Incentive Stock
Option" and the remaining portion as a "Nonqualified Stock Option." Any portion
of an Option that is not designated as an "Incentive Stock Option" shall be a
"Nonqualified Stock Option." The Options may or may not have Appreciation
Rights attached to them.
6. VALUATION
(a) OPTION PRICE. The Option purchase price per share shall be 100
percent of the fair market value of one share of Common Stock on
the date the Option is granted, except that the purchase price
per share shall be 110 percent of such fair market value or any
other price prescribed by the Code in the case of an Incentive
Stock Option granted to an individual described in Section 8(c)
of the Plan. During such time as Common Stock is not listed on
an established stock exchange, fair market value per share shall
be the mean between the closing dealer "bid" and "ask" prices for
Common Stock, as quoted by NASDAQ for the day of the grant, and
if no "bid" and "ask" prices are quoted for the day of the grant,
the fair market value shall be determined by reference to such
prices on the next preceding day on which such prices were
quoted. If Common Stock is listed on an established stock
exchange or exchanges, the fair market value shall be deemed to
be the highest closing price of Common Stock on such stock
exchange or exchanges on the day the Option is granted or, if no
sale of Common Stock has been made on any stock exchange on that
day, the fair market value shall be determined by reference to
such price for the next preceding day on which a sale occurred.
In the event that Common Stock is not traded on an established
stock exchange, and no closing dealer "bid"
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and "ask" prices are available, then the purchase price shall be
100 percent of the fair market value of one share of Common Stock
on the day the Option is granted, as determined by the Committee
in good faith. The purchase price shall be subject to adjustment
only as provided in Section 16 of the Plan.
(b) APPRECIATION RIGHT. The Appreciation Right value at grant shall
be 100% of the fair market value of one share of Common Stock on
the date the Appreciation Right is granted either attached to an
Option or alone. As in the case of Options, during such time as
Common Stock is not listed on an established stock exchange, fair
market value per share shall be the mean between the closing
dealer "bid" and "ask" prices for Common Stock, as, quoted by
NASDAQ for the day of the grant, and if no "bid" and "ask" prices
are quoted for the day of the grant, the fair market value shall
be determined by reference to such prices on the next preceding
day on which such prices were quoted. If Common Stock is listed
on an established stock exchange or exchanges, the fair market
value shall be deemed to be the highest closing price of Common
Stock on such stock exchange or exchanges on the day the
Appreciation Right is granted or, if no sale of Common Stock has
been made on any stock exchange on that day, the fair market
value shall be determined by reference to such price for the next
preceding day on which a sale occurred. In the event that Common
Stock is not traded on an established stock exchange, and no
closing dealer "bid" and "ask" prices are available, then the
value shall be 100 percent of the fair market value of one share
of Common Stock on the day the Appreciation Right is granted, as
determined by the Committee in good faith. The value shall be
subject to adjustment only as provided in Section 16 of the Plan.
(c) EXERCISE VALUE. The exercise value of Options or Appreciation
Rights per share shall be 100 percent of the fair market value of
one share of Common Stock on the date the Option or Appreciation
Right is exercised. During such time as Common Stock is not
listed on an established stock exchange, fair market value per
share shall be the mean between the closing dealer "bid" and
"ask" prices for Common Stock, as quoted by NASDAQ for the day of
the exercise, and if no "bid" and "ask" prices are quoted for the
day of the exercise, the fair market value shall be determined by
reference to such prices on the next preceding day on which such
prices were quoted. If Common Stock is listed on an established
stock exchange or exchanges, the fair market value shall be
deemed to be the highest closing price of Common Stock on such
stock exchange or exchanges on the day of exercise or, if no sale
of Common Stock has been made on any stock exchange on that day,
the fair market value shall be determined by reference to such
price for the next preceding day on which a sale
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occurred. In the event that Common Stock is not traded on an
established stock exchange, and no closing dealer "bid" and "ask"
prices are available, then the purchase price shall be 100
percent of the fair market value of one share of Common Stock on
the date of exercise, as determined by the Committee in good
faith.
7. APPRECIATION RIGHTS
The Committee may from time to time grant Appreciation Rights to Key
Employees of the Corporation. The Committee may issue Appreciation Rights
either attached to Options or independent of Options ("Attached" or
"Standalone," respectively), and are subject to the provisions described in
other Plan sections, given the following:
(a) Concurrent with the grant of any Option under the Plan to
purchase one or more shares of Common Stock, the Committee may
grant an Attached Appreciation Right with respect to each share
of Common Stock. The participant may elect to exercise either
the Option or underlying Appreciation Right at which point the
related Option or Appreciation Right shall be deemed to have been
cancelled.
(b) In addition, the Committee, at its discretion, may grant
Standalone Appreciation Rights. The participant's exercise of
Standalone Appreciation Rights will not affect the individual's
outstanding Options.
(c) Any election by a participant to exercise Appreciation Rights
granted pursuant to this Plan shall be made during the period
beginning on the third business day following the date of release
for publication of the Corporation's quarterly or annual
financial information and ending on the twelfth business day
following such date.
(d) The amount of payment to which a participant shall be entitled
upon the exercise of each Appreciation Right granted pursuant to
the Plan shall be equal to 100 percent of the amount, if any, by
which the fair market value of a share of Common Stock on the
exercise date exceeds the fair market value of a share of Common
Stock on the Grant Date, as specified in Section 6.
(e) Payment to the participant shall be made in cash.
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8. ELIGIBILITY
(a) Options and Appreciation Rights shall be granted only to those
Key Employees who are selected by the Committee.
(b) Neither the members of the Committee nor any member of the Board
who is not an employee of the Corporation or of a Subsidiary
shall be eligible to receive an Option or Appreciation Right
under the Plan.
(c) Any other provision of the Plan notwithstanding, as prescribed in
the Code, an individual who owns more than 10 percent of the
total combined voting power of all classes of outstanding stock
of the Corporation, its parent, or any Subsidiary shall not be
eligible for the grant of an Incentive Stock Option unless the
special requirements set forth in Sections 6 and 9(a) of the Plan
are satisfied. For purposes of this subsection (c), in
determining stock ownership, an individual shall be considered as
owning the stock owned, directly or indirectly, by or for his or
her brothers and sisters, spouse, ancestors, and lineal
descendants. Stock owned, directly or indirectly, by or for a
corporation, partnership, estate, or trust shall be considered as
being owned proportionately by or for its shareholders, partners,
or beneficiaries. Stock with respect to which such individual
holds an option or Appreciation Right shall not be counted.
"Outstanding Stock" shall include all stock actually issued and
outstanding immediately after the grant of the Option or
Appreciation Right. "Outstanding Stock" shall not include shares
authorized for issue under outstanding Options or Appreciation
Rights held by the Grantee or by any other person.
(d) Subject to the applicable provisions of the Code and to the
terms, provisions, and conditions of the Plan and subject to
review by the Board, the Committee shall have exclusive
jurisdiction, (i) to select the Key Employees to be granted
Options and Appreciation Rights (it being understood that more
than one Option may be granted to the same person), (ii) to
determine the number of shares subject to each Option or
Appreciation Right, (iii) to determine the date or dates when the
Options and Appreciation Rights will be granted, (iv) to
determine the purchase price of the shares subject to each Option
or Appreciation Right in accordance with Section 6 of the Plan,
(v) to determine the date or dates when each Option or
Appreciation Right may be exercised within the term of the Option
or Appreciation Right specified pursuant to Section 10 of the
Plan, (vi) to determine whether or not an Option constitutes an
Incentive Stock Option, and, (vii) to prescribe the form, which
shall be consistent with the Plan, of the instruments evidencing
any Options or Appreciation Rights granted under the Plan.
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(e) Neither anything contained in the Plan or in any instrument under
the Plan nor the grant of any Option or Appreciation Right
hereunder shall confer upon any Grantee any right to continue in
the employ of the Corporation or of any Subsidiary or limit in
any respect the right of the Corporation or of any Subsidiary to
terminate the Grantee's employment at any time and for any
reason.
9. NONTRANSFERABILITY
During the lifetime of a Grantee, the Option or Appreciation Right shall be
exercisable only by such Grantee. No Option or Appreciation Right granted under
the Plan shall be assignable or transferable by the Grantee other than, in the
event of the death of a Grantee, by will, the laws of descent and distribution,
or specific designation by the Grantee of the person or persons who may exercise
the Option or Appreciation Right upon the Grantee's death.
10. TERM AND EXERCISE
(a) Each option or Appreciation Right granted under the Plan shall
terminate on the date determined by the Committee and specified
in the Option and Appreciation Right agreement, provided that
each Incentive Stock Option and Appreciation Right granted to an
individual described in Section 8(c) of the Plan shall terminate
no later than five years after the date of grant or other term
prescribed by the Code, and each other Option and Appreciation
Right shall terminate no later than 10 years after the date of
grant. The Committee at its discretion may provide further
limitations on the exercisability of Options and Appreciation
Rights granted under the Plan. An Option or Appreciation Right
may be exercised only during the continuance of the Grantee's
employment, except as provided in Sections 11 and 12 of the Plan.
(b) A person electing to exercise an Option or Appreciation Right
shall give written notice to the Corporation of such election and
of the number of shares, in such form as the Committee shall have
prescribed or approved. The purchase price shall be paid in full
in cash or Stock at the election of the participant.
(c) A Grantee or a permitted transferee of an Option or Appreciation
Right shall have no rights as a stockholder with respect to any
shares covered by his or her Option or Appreciation Right unless
the Option or Appreciation Right is exercised, and then not until
the date the stock certificate is issued evidencing ownership of
the shares. No adjustments shall be made for dividends (ordinary
or extraordinary), whether in cash, securities, or other
property, or distributions or other rights, for which the record
date is prior
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to the date such stock certificate is issued, except as provided
in Section 16 hereof.
(d) A person may, in accordance with the other provisions of the
Plan, elect to exercise Options with or without Attached
Appreciation Rights in any order, notwithstanding the fact that
the Options granted to him or her prior to the grant of the
Options selected for exercise are unexpired.
11. TERMINATION OF EMPLOYMENT
If a Grantee severs from all employment with the Corporation and its
Subsidiaries for any reason other than death, any Option or Appreciation Right
granted to him or her under the Plan shall terminate, and all rights under the
Option or Appreciation Right shall cease, in accordance with rules adopted by
the Committee. However:
(a) If the termination is for Total and Permanent Disability, any
outstanding Incentive Stock Options and Attached Appreciation
Right shall terminate no more than 12 months after such
termination of employment. A Nonqualified Stock Option and
Attached or Stand-alone Appreciation Right will terminate no more
than 15 months from termination of employment.
(b) If termination is for Retirement, an Incentive Stock Option and
Attached Appreciation Right shall terminate no more than three
months after termination of employment and a Nonqualified Stock
Option and Attached or Stand-alone Appreciation Right will
terminate no more than 15 months after termination of employment.
(c) If the termination is within one year following a Change in
Control and is for any reason other than gross and substantial
dishonesty, an Incentive Stock Option and Attached Appreciation
Right shall terminate no more than three months after termination
of employment. A Nonqualified Stock Option and Attached or
Stand-alone Appreciation Right will terminate no more than three
months from termination of employment.
(d) The foregoing notwithstanding, no Option or Appreciation Right
shall be exercisable after its expiration date.
Whether an authorized leave of absence or an absence for military or
governmental service shall constitute termination of employment, for the
purposes of the Plan, shall be determined by the Committee, which determination
shall be final, conclusive, and binding upon the affected GRANTEE and any person
claiming under or through such GRANTEE.
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12. DEATH OF GRANTEE
If a Grantee dies while in the employ of the Corporation or of any
Subsidiary, or after cessation of such employment but within the period during
which he or she could have exercised the Option or Appreciation Right under
Section 11 of the Plan, then the Option or Appreciation Right may be exercised
(to the extent that the Grantee shall have been entitled to do so at the date of
his death) by the executors or administrators of the Grantee's estate or by any
person or persons who have acquired the Option or Appreciation Right directly
from the Grantee by bequest, inheritance or specific designation, within 12
months after the termination of the Grantee's employment for Incentive Stock
Options and Attached Appreciation Rights and within 15 months thereafter for
Nonqualified Stock Options and Attached or Stand-alone Appreciation Rights,
provided, however, that no Option or Appreciation Right shall be exercisable
after its expiration date. As provided above, the Grantee may designate the
person or persons who may exercise the Option or Appreciation Right after the
Grantee's death by completing and signing the beneficiary form prescribed by the
Committee for such purpose. Such beneficiary designation may include any Option
or Appreciation Right outstanding as of the date of such designation as well as
any Option or Appreciation Right thereafter granted.
13. MODIFICATION, EXTENSION, AND RENEWAL
Subject to the continued qualification of the Incentive Stock Options under
the Code and the terms and conditions of the Plan, the Committee may modify,
extend, or renew outstanding Options and Appreciation Rights granted under the
Plan or accept the surrender of outstanding Options and Appreciation Rights (to
the extent not theretofore exercised) and authorize the granting of new Options
and Appreciation Rights in substitution therefore. Without limiting the
generality of the foregoing, the Committee may grant a new or modified Option or
Appreciation Right in lieu of an outstanding Option or Appreciation Right for a
number of shares, set an exercise price and for a term which are greater or
lesser than under the earlier Option or Appreciation Right, or may do so by
cancellation and regrant, amendment, substitution, or otherwise, subject only to
the general limitations and conditions of the Plan and the applicable provisions
of the Code. The foregoing notwithstanding, no modification of an Option or
Appreciation Right shall, without the consent of the Grantee alter or impair any
rights or obligations under any Option or Appreciation Right theretofore granted
under the Plan.
14. PERIOD IN WHICH OPTIONS MAY BE GRANTED
Options and Appreciation Rights may be granted pursuant to the Plan at any
time on or before January 15, 2006.
15. AMENDMENT OR TERMINATION OF THE PLAN
Subject to the continued qualification of any outstanding Incentive Stock
Options under the Code, the Board may at any time terminate, amend, modify, or
suspend the Plan, provided
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that, without the approval of the stockholders of the Corporation, no amendment
or modification shall be made by the Board which:
(a) increases the maximum number of shares as to which Options or
Appreciation Rights may be granted under the Plan,
(b) alters the method by which the Option price or appreciation right
value is determined,
(c) extends any Option or Appreciation Right for a period longer than
10 years after the date of grant,
(d) materially modifies the requirements as to eligibility for
participation in the Plan, or,
(e) alters this Section 15 so as to defeat its purpose.
Further, no amendment, modification, suspension, or termination of the Plan
shall in any manner affect any Option or Appreciation Right theretofore granted
under the Plan without the consent of the Grantee or any person validly claiming
under or through the Grantee.
16. CHANGES IN CAPITALIZATION, ETC.
(a) In the event that the shares of the Corporation, as presently
constituted, shall be changed into or exchanged for a different
number or kind of shares of stock or other securities of the
Corporation or of another corporation (whether by reason of
merger, consolidation, recapitalization, reclassification, split-
up, combination of shares, or otherwise) or if the number of such
shares of stock shall be increased through the payment of a stock
dividend, then, subject to the provisions of Subsection (c),
below, there shall be substituted for or added to each share of
stock of the Corporation which was theretofore appropriated, or
which thereafter may become subject to an Option or Appreciation
Right under the Plan, the number and kind of shares of stock or
other securities into which each outstanding share of the stock
of the Corporation shall be so changed or for which each such
share shall be exchanged or to which each such share shall be
entitled, as the case may be. Outstanding Options and
Appreciation Rights shall also be appropriately amended as to
price and other terms, as may be necessary to reflect the
foregoing events.
(b) If there shall be any other change in the number or kind of the
outstanding shares of the stock of the Corporation, or of any
stock or other securities into which such stock shall have been
changed, or for which it shall have
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been exchanged, and if the Board or the Committee (as the case
may be) shall, in its sole discretion, determine that such change
equitably requires an adjustment in any Option or Appreciation
Right which was theretofore granted or which may thereafter be
granted under the Plan, then such adjustment shall be made in
accordance with such determination.
(c) In the case of a Change in Control, any outstanding Options or
Appreciation Rights will become immediately exercisable,
regardless of any previously stated vesting or waiting period
requirements.
(d) Fractional shares resulting from any adjustment in Options or
Appreciation Rights pursuant to this Section 16 may be settled as
the Board or the Committee (as the case may be) shall determine.
(e) To the extent that the foregoing adjustments relate to stock or
securities of the Corporation, such adjustments shall be made by
the Committee, whose determination in that respect shall be
final, binding, and conclusive. Notice of any adjustment shall
be given by the Corporation to each holder of an Option or
Appreciation Right which shall have been so adjusted.
(f) The grant of an Option or Appreciation Right pursuant to the Plan
shall not affect in any way the right or power of the Corporation
to make adjustments, reclassification, reorganizations, or
changes of its capital or business structure, to merge, to
consolidate, to dissolve, to liquidate, or to sell or transfer
all or any part of its business or assets.
17. LISTING AND REGISTRATION OF SHARES
(a) No Option or Appreciation Right granted pursuant to the Plan
shall be exercisable in whole or in part if at any time the Board
or the Committee (as the case may be) shall determine in its
discretion that the listing, registration, or qualification of
the shares of Common Stock subject to such Option or Appreciation
Right on any securities exchange or under any applicable law, or
the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with,
the granting of such Option or the issue of shares thereunder or
the granting of Appreciation Right or the issue of shares
thereunder, unless such listing, registration, qualification,
consent, or approval shall have been effected or obtained free of
any conditions not acceptable to the Board.
(b) If a registration statement under the Securities Act of 1933 with
respect to the shares issuable upon exercise of any Option or
Appreciation Right granted under the Plan is not in effect at the
time of exercise, as a condition
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of the issuance of the shares, the person exercising such Option
or Appreciation Right shall give the Committee a written
statement, satisfactory in form and substance to the Committee,
that he or she is acquiring the shares for his or her own account
for investment and not with a view to their distribution and that
the shares will only be disposed of in accordance with the
applicable provisions of the federal securities laws. The
Corporation may place upon any stock certificate for shares
issuable upon exercise of such Option or Appreciation Right the
following legend or such other legend as the Committee may
prescribe to prevent disposition of the shares in violation of
the Securities Act of 1933 or other applicable law:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 ('ACT') AND MAY NOT BE SOLD, PLEDGED,
HYPOTHECATED, OR OTHERWISE TRANSFERRED OR OFFERED FOR SALE IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THEM UNDER THE ACT,
AND/OR COMPLIANCE WITH RULE 144 OF THE ACT OR A WRITTEN OPINION OF COUNSEL
FOR THE FIRST OF LONG ISLAND CORPORATION THAT SUCH REGISTRATION OR
COMPLIANCE IS NOT REQUIRED."
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