form8k_052407.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): May 21,
2007
BRIDGE
BANCORP, INC.
(Exact
name of the registrant as specified in its charter)
|
New
York
|
000-18546
|
11-2934195
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
|
2200
Montauk Highway
|
|
|
|
Bridgehampton,
New York
|
|
11932
|
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
(631)
537-1000
(Registrant’s
telephone number)
N/A
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (See General Instruction A.2. below):
|
□
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
|
□
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
□
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
|
□
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4c)
|
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain
Officers; Compensatory Arrangements of Certain Officers.
Bridge
Bancorp, Inc. (the “Company”)
announced that effective May 21, 2007, an addendum to the employment agreement
with Howard H. Nolan, Senior Executive Vice President and Chief Operating
Officer of the Company and The Bridgehampton National Bank (the “Bank”), was
executed. The addendum revises the employment agreement to clarify
the original intent of the Company and the Bank with respect to the amount
of
severance benefits payable to Mr. Nolan in the event of a change in control
of
the Company or the Bank.
The
intent of the employment agreement was for Mr. Nolan to receive, upon a change
in control of the Company, a severance payment of approximately 2.99 times
the
average compensation he received as an officer of the Bank or the Company during
the 5 years (or such shorter period as he was employed by the Bank or the
Company) prior to the change in control. Accordingly, the original
employment agreement provided that Mr. Nolan is entitled to a lump sum cash
severance payment equal to 2.99 times his “base amount” of compensation, as
determined under section 280G of the Internal Revenue Code of 1986 (the “Code”),
in addition to continuation of insurance coverage for three years.
The
addendum revises the computation of severance benefits payable on a change
in
control, and clarifies that, for purposes of computing the change in control
severance payment, Mr. Nolan’s “base amount” shall include only those years (or
part of a year) during which Mr. Nolan earned compensation solely as an
officer/employee of the Bank, and would therefore exclude from such computation
the years (or part of a year) during which Mr. Nolan received only director's
fees. As revised, Mr. Nolan is entitled to receive, on a change in
control, a cash severance payment equal to 2.99 times his “base amount” of
compensation (including salary and bonus) earned solely as an officer/employee
of the Bank.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Bridge
Bancorp, Inc.
(Registrant)
By:
/s/ Thomas J. Tobin
Thomas
J.
Tobin
Chief
Executive Officer
Dated: May
24, 2007