false000074066300007406632020-09-242020-09-24

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): September 24, 2020

__________________

The First of Long Island Corporation

(Exact name of the registrant as specified in its charter)

__________________

New York

001-32964

11-2672906

(State or other jurisdiction of

(Commission File Number)

(IRS Employer

incorporation or organization)

Identification No.)

10 Glen Head Road

Glen Head, New York

11545

(Address of principal executive offices)

(Zip Code)

(516) 671-4900

(Registrant’s telephone number)

Not applicable

(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-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common stock, $0.10 par value per share

 FLIC 

 Nasdaq 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨



Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) The First of Long Island Corporation and its wholly owned subsidiary, The First National Bank of Long Island have agreed to amend the employment agreement for Christopher Becker, President and Chief Executive Officer, dated March 18, 2019 (the “Employment Agreement”). As amended, the Employment Agreement provides that the 36-month term (the “Employment Period”) will renew each year for an additional 12 months unless notice of non-renewal is provided to Mr. Becker, in which event the remaining Employment Period would be 24 months.

Item 9.01Financial Statements and Exhibits

Exhibit 10.1 – Amendment Number One to the Employment Agreement by and among The First of Long Island Corporation, The First National Bank of Long Island and Christopher Becker dated September 24, 2020.

Exhibit 104 – Cover page interactive data file (embedded within the Inline XBRL document)

SIGNATURES

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 thereunto duly authorized.

The First of Long Island Corporation

(Registrant)

By: /s/ WILLIAM APRIGLIANO

William Aprigliano

Senior Vice President & Chief

Accounting Officer

(principal accounting officer)

Dated: September 29, 2020

Exhibit 10.1

AMENDMENT NUMBER ONE TO THE

EMPLOYMENT AGREEMENT

 

This AMENDMENT NUMBER ONE TO THE EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of September 24, 2020 by and among The First of Long Island Corporation and The First National Bank of Long Island (collectively, “FLIC”) and Christopher Becker, President and Chief Executive Officer (“Executive”). 

WHEREAS,  FLIC and Executive entered into an employment agreement dated March 18, 2019, which was effective January 1, 2020 and pursuant to which Executive serves as President and Chief Executive Officer of FLIC (the “Agreement”); and

WHEREAS,  the Agreement provides for an initial term of 36 months, which can be renewed each year for an additional 12 months upon a notice of renewal to be provided to Executive before each January 1 anniversary date; and

WHEREAS, FLIC and Executive desire to amend the Agreement to provide that the 36-month term is renewed each year for an additional 12 months unless notice of non-renewal is provided to Executive, in which event the remaining term would be 24 months; and

WHEREAS, Section 9(a) of the Agreement provides that the Agreement may be amended in writing by the parties thereto. 

NOW, THEREFORE,  in consideration of the premises, the mutual agreements herein set forth and such other consideration the sufficiency of which is hereby acknowledged, the Agreement is hereby amended as follows:

1. Amendment to Section 1 of the Agreement.  Section 1 of the Agreement is hereby deleted in its entirety and replaced with the following:



           Term.    Executive’s service as President and Chief Executive Officer of FLIC, and the effectiveness of this Agreement, shall commence as of the Effective Date and shall continue for thirty-six (36) full calendar months thereafter (the “Employment Period,” which shall include any periods covered by renewals hereunder).  Subject to Section 4(d), commencing on January 1, 2021, and continuing on January 1 of each year thereafter (the “Anniversary Date”), this Agreement shall renew for an additional twelve months such that the remaining term of the Employment Period shall be thirty-six (36) months, unless written notice of non-renewal (“Notice of Non-Renewal”) is provided to Executive at least thirty (30) days prior to any such Anniversary Date.  If a Notice of Non-Renewal is provided, the remaining term of the Employment Period shall be twenty-four (24) months from the relevant Anniversary Date.”



2. Amendment to Section 3(a) of the Agreement.  Section 3(a) of the Agreement is hereby deleted in its entirety and replaced with the following:



           “(a)   Base Salary.  In consideration of Executive’s performance of the responsibilities and duties set forth in this Agreement, Executive shall receive an annual base salary of $500,000 per year (“Base Salary”).    Such Base Salary will be


 

payable in accordance with the customary payroll practices of the Bank.  Provided that a Notice of Non-Renewal has not been given to Executive on or before December 1, 2020, the Base Salary shall increase to $550,000 effective January 1, 2021.  Provided that a Notice of Non-Renewal has not been given to Executive on or before December 1, 2021, the Base Salary may, at the discretion of the Board, increase to $600,000 effective January 1, 2022.  Any increase in Base Salary will become the “Base Salary” for purposes of this Agreement.  During the Employment Period, the Board may provide for further increases, but not decreases, in Executive’s Base Salary.”



3. Capitalized Terms.  Capitalized terms herein shall have the meanings ascribed to them in the Agreement, except as otherwise expressly provided in this Amendment. 



4. Effect of Amendment. Except and to the extent modified by this Amendment, the provisions of the Agreement shall remain in full force and effect and are hereby incorporated into and made a part of this Amendment. 



[Signature Page to Follow]









 



 















































 

 


 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. 



/

 



THE FIRST OF LONG ISLAND



CORPORATION



 



By: /s/ Walter C. Teagle III



Name: Walter C. Teagle III



Title: Chairman of the Board



 



THE FIRST NATIONAL BANK OF



LONG ISLAND



 



By: /s/ Walter C. Teagle III



Name: Walter C. Teagle III



Title: Chairman of the Board



 



 



EXECUTIVE



By: /s/  Christopher Becker

Christopher Becker