EXHIBIT 10(c)
[LOGO]
January 31, 1996
Mr. J. William Johnson
Dear Mr. Johnson:
This letter employment agreement (the "Agreement") supersedes and replaces
your Employment Agreement of June 10, 1991, as amended. The terms and conditions
of your employment by The First of Long Island Corporation ("FLIC"), and its
subsidiary, The First National Bank of Long Island (the "Bank"), are as follows:
1. TERM; RENEWAL
The Initial Term of the Agreement shall run from January 1, 1996 through
and including December 31, 1998, and if not terminated as described below, the
Agreement shall each year automatically be extended for an additional year,
resulting in a new three-year term (the "Renewal Terms"), with such
modifications hereto as the parties shall agree in writing; PROVIDED, HOWEVER,
that the Agreement shall not be so extended in the event that you or FLIC
provides written notice of non-extension to the other party no later than sixty
(60) days prior to the end of any calendar year.
2. CAPACITY
(a) You shall be employed in the capacity of President and Chief Executive
Officer of FLIC and such other senior executive title or titles of FLIC or the
Bank as may from time to time be determined by the Boards of Directors of the
Bank and FLIC. You shall be proposed for election to the Boards of Directors of
the Bank and FLIC at each annual meeting of shareholders of the Bank and of
FLIC, respectively, at which you must stand for election in order to continue as
a director.
(b) You agree to devote your full time and attention and best efforts to
the faithful and diligent performance of your duties to FLIC and the Bank and
shall serve and further the best interests and enhance the reputation of FLIC
and the Bank to the best of your
ability. Nothing herein shall be construed as preventing you from being a member
of the board of directors of any non-profit organization or of any for-profit
organization consistent with applicable laws. You shall also provide services to
the Boards of Directors of the Bank and FLIC. Your responsibilities and duties
shall include the following:
(i) You shall be the chief executive and administrative officer of FLIC
responsible for the operation and management of FLIC, the Bank and any other
direct or indirect subsidiary of FLIC. All employees of FLIC, the Bank and any
other direct or indirect subsidiary of FLIC shall report or be ultimately
responsible to you. FLIC agrees that, without your express consent, it will not,
and will not permit the Bank or any other direct or indirect subsidiary to
appoint anyone to a position with responsibilities and authorities senior to
those of you.
(ii) You shall also act on and chair, where you deem appropriate, the
following committees of the Bank, FLIC, the Board of Directors of the Bank or
the Board of Directors of FLIC:
A. Executive;
B. Investment;
C. Appraisal;
D. Salary;
E. Loan;
F. Management Trust Committee; and
G. Such other committees as you shall determine, except
Auditing and Examining committees.
3. COMPENSATION
As full compensation for your services, you shall receive the following
from FLIC or, in the discretion of FLIC, it shall cause the following to be paid
by the Bank:
(a) A Base Annual Salary of not less than Two Hundred Eighty Thousand
Dollars ($280,000.00), payable semimonthly, inclusive of fees for services on
the Boards of Directors of the Bank and FLIC; PROVIDED, HOWEVER, that pursuant
to Section 1 hereof, no later than January 15 of each year that the Agreement
shall remain in effect, the Board of Directors of FLIC shall review your
compensation, without any commitment, to determine whether to increase your Base
Annual Salary hereunder. In the event that the Board of Directors of FLIC does,
from time to time, increase your Base Annual Salary, the increased amount shall
be your Base Annual Salary for all purposes of this Agreement, and such
increased amount shall be the minimum amount payable under this paragraph (a) of
Section 3;
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(b) Participation in the Bank's pension and profit sharing plans;
(c) A group term life insurance policy insuring your life, the beneficiary
of which shall be designated by you, with a face amount of not less than two
times the Base Annual Salary, provided that you meet the insurance company's
physical qualifications;
(d) Such other benefits as are consistent with the personnel benefits
provided by the Bank and FLIC to its officers and employees; PROVIDED, HOWEVER,
that your vacation shall be for a period of no less than five (5) weeks;
(e) The use of an appropriate new automobile furnished by the Bank;
(f) Reimbursement for the country club dues and for expenses incurred by
you at the club that are necessary and proper in the conduct of the business of
FLIC or the Bank; and
(g) The funding and payment of the Bank's obligations under The First
National Bank of Long Island Supplemental Executive Retirement Program through
the related Trust Agreement.
4. SEVERANCE BENEFIT
(a) TERMINATION. In the event of termination of your employment for any
reason whatsoever other than (i) your resignation (except for termination of the
Agreement by you as provided in Paragraph (b) of this Section 4), or (ii)
termination of your employment as provided in paragraph (b) of this Section 4,
you shall be entitled to receive from FLIC in cash within ten (10) days of such
termination a sum equivalent to the Termination Amount (as hereinafter defined);
PROVIDED, HOWEVER, that you shall not be entitled to receive such payment if
such termination is due to gross and substantial dishonesty on your part. A
resignation by you which follows any default by FLIC in complying with the
provisions of this Agreement shall be deemed a termination of your employment by
FLIC and shall thereby entitle you to receive the Termination Amount as provided
hereunder.
(b) TERMINATION OR RESIGNATION FOLLOWING CHANGE OF CONTROL EVENT. In the
event of termination of your employment for any reason whatsoever following a
change of Control Event (as hereinafter defined), you shall be entitled to
receive from FLIC in cash within ten (10) days of such termination (subject to
Paragraph (d) of this Section 4) a sum equivalent to the Termination Amount;
PROVIDED, HOWEVER, that you shall not be entitled to receive such
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payment if such termination is due to gross and substantial dishonesty on your
part. In addition, if a Change of Control Event shall occur, you shall have the
option, by notice within one hundred and twenty (120) days after the
consummation of such Change of Control Event, to terminate this Agreement, and
thereupon receive (subject to Paragraph (d) of this Section 4) a sum equivalent
to the Termination Amount.
(c) HEALTH INSURANCE. FLIC shall, at no cost to you, continue to cover you
under, or provide you with, family medical and dental coverage subsequent to the
date of termination of your employment pursuant to paragraph (a) or (b) of this
Section 4. Such coverage shall be continued until May 31, 2005 and shall be no
less favorable than that provided by your medical and dental coverage in effect
on January 1, 1996.
(d) ADDITIONAL INSURANCE. FLIC shall also continue to cover you under, or
provide you with insurance coverage no less favorable than that provided by,
your disability, group term life and any other insurance policies in effect on
the date of termination of your employment pursuant to paragraph (a) or (b) of
this Section 4 for a period ending on the earlier of (i) the third anniversary
of such termination or (ii) the date on which you are provided by another
employer with benefits substantially comparable to those provided for under this
paragraph.
(e) LIMITATION ON PAYMENT. In no event shall any amounts payable pursuant
to Paragraph (b) of this Section 4 which are deemed to be Parachute Payments (as
hereinafter defined), when added to any other payments made to you or for your
benefit which are deemed to be Parachute Payments, equal or exceed three (3)
times your Base Amount (as hereinafter defined), and any amount payable under
Paragraph (b) of this Section 4 shall be reduced by the smallest amount
necessary to reduce the aggregate amount of all such payments to one dollar
($1.00) less than three (3) times such Base Amount.
(f) NO MITIGATION. All payments and benefits to which you are entitled
under this Section 4 shall be made and provided without offset, deduction or
mitigation on account of income or benefits you may receive from other
employment or otherwise, except as provided in Paragraphs (c) and (d) of this
Section 4.
(g) DEATH. In the event of your death subsequent to termination of your
employment pursuant to Paragraph (a) or (b) of this Section 4, all payments and
benefits required by this Section
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not designated a beneficiary or beneficiaries, to your estate.
(h) MISCELLANEOUS.
(i) CONFLICT IN BENEFITS. This Section 4 is not intended to and shall not
affect, limit or terminate any other provision of this Agreement or other
arrangement between you and us presently in effect or hereafter entered into.
(ii) LEGAL EXPENSES. FLIC shall pay all costs and expenses incurred by you
or us, including attorneys' fees and disbursements (at least monthly in the case
of costs and expenses incurred by you), in connection with any legal proceedings
(including, but not limited to, arbitration), whether or not instituted by you
or us, relating to the interpretation or enforcement of any provision of this
Agreement in connection with the termination of your employment pursuant to this
Section 4. FLIC also agrees to pay prejudgment interest on any money judgment
obtained by you as a result of such proceedings, calculated at the prime
interest rate of the Bank as in effect from time to time from the date that
payment should have been made to you under this Section 4. Notwithstanding the
foregoing, in the event that any legal proceedings referred to above result in a
Final Determination (as hereinafter defined) that your employment was terminated
because of gross and substantial dishonesty on your part, FLIC shall have no
further obligation to you under this Section 4(g) (ii) and you shall refund to
FLIC all amounts previously paid to you pursuant to this Section 4(g)(ii).
(iii) BINDING EFFECT; SUCCESSORS. This Section 4 shall be binding upon,
inure to the benefit of and be enforceable by you and us, your heirs and your
and our respective legal representatives, successors and assigns. If FLIC shall
be merged into or consolidated with another entity, the provisions of this
Section 4 shall be binding upon and inure to the benefit of the entity surviving
such merger or resulting from such consolidation. We shall require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business or assets of FLIC, by agreement in form
and substance satisfactory to you, to expressly assume and agree to perform
under this Section 4 in the same manner and to the same extent that we would be
required to perform hereunder if no such succession had taken place. The
provisions of this Section 4 shall continue to apply to each subsequent merger,
consolidation or transfer of assets of such subsequent employer.
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(h) CERTAIN DEFINITIONS. As used in this Section 4, and unless the context
requires a different meaning, the following terms have the meanings indicated:
"BASE AMOUNT" means, with respect to you, the amount which is deemed to
constitute your "base amount" pursuant to Section 280G of the Internal Revenue
Code, as amended by the Tax Reform Act of 1986, and as thereafter amended.
"CHANGE OF CONTROL EVENT" means any one of the following: (a) Continuing
Outside Directors (as hereinafter defined) no longer constitute at least two-
thirds (2/3) of Outside Directors (as hereinafter defined) of FLIC; (b) any
entity, person or group acquires more than twenty percent (20%) of FLIC's voting
shares; (c) stockholders approve the merger or consolidation of FLIC unless at
least two-thirds (2/3) of Continuing Outside Directors are to continue to
constitute at least two-thirds (2/3) of Continuing Directors; (d) at least two-
thirds (2/3) of Continuing Outside Directors determine that action proposed to
be taken by stockholders will constitute a Change of Control Event; or (e) the
Bank is no longer a wholly-owned subsidiary of FLIC.
"CONTINUING OUTSIDE DIRECTOR" means any individual who is not an employee
of FLIC and who (a) is a director of FLIC as of the date hereof, (b) prior to
election as a director is nominated by at least two-thirds (2/3) of Continuing
Outside Directors, or (c) following election as a director is designated a
Continuing Outside Director by at least two-thirds (2/3) of Continuing Outside
Directors.
"FINAL DETERMINATION" means a finding of fact by an arbitrator or court of
competent jurisdiction from which finding all possible appeals have been
exhausted.
"OUTSIDE DIRECTOR" means an individual who is not an employee of FLIC who
is a director of FLIC.
"PARACHUTE PAYMENT" means any payment deemed to constitute a "parachute
payment" as defined in Section 280G of the Internal Revenue Code, as amended by
the Tax Reform Act of 1986, and as thereafter amended.
"TERMINATION AMOUNT" means an amount equal to three hundred (300%) percent
of your Base Annual Salary then in effect.
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5. MISCELLANEOUS
(a) NOTICES. Any notices required to be given under this Agreement shall,
unless otherwise agreed to by you and us, be in writing and shall be sent by
certified mail, return receipt requested, to FLIC at 10 Glen Head Road, Glen
Head, New York 11545, Attention: Board of Directors, and to you at the home
address which you have designated in writing; or at such other address as you or
we may designate in writing, respectively.
(b) WAIVER; MODIFICATION. No waiver or modification in whole or in part of
this Agreement, or any term or condition hereof, shall be effective against any
party unless in writing and duly signed by the party sought to be bound. Any
waiver of any breach of any provision hereof or any right or power by any party
on one occasion shall not be construed as a waiver of, or a bar to, the exercise
of such right or power on any other occasion or as a waiver of any subsequent
breach.
(c) SEPARABILITY. Any provision of this Agreement which is unenforceable or
invalid in any respect in any jurisdiction shall be ineffective in such
jurisdiction to the extent that it is unenforceable or invalid without affecting
the remaining provisions hereof, which shall continue in full force and effect.
The enforceability or invalidity of a provision of the Agreement in one
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
(d) CONTROLLING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made
and to be performed therein.
If this Agreement is satisfactory to you, would you kindly indicate your
acceptance by signing and returning the enclosed copy thereof to the Bank.
Very truly yours,
THE FIRST OF LONG ISLAND
CORPORATION
By:
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Director
ACCEPTED AND AGREED TO THIS
31ST DAY OF JANUARY, 1996.
/s/ J. William Johnson
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J. William Johnson
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