UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant To Section 14(A) of the Securities
Exchange
Act of 1934 (Amendment No. )
Filed
by
the Registrant [X]
Filed
by
a Party other than the Registrant [ ]
Check
the
appropriate box:
|
[
]
|
Preliminary
Proxy Statement
|
|
[
]
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
|
[X]
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Definitive
Proxy Statement
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|
[
]
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Definitive
Additional Materials
|
|
[
]
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Soliciting
Material Pursuant to §240.14a-12
|
BRIDGE
BANCORP, INC.
(Name
of
Registrant as Specified In Its Charter)
(Name
of
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
|
[X]
|
No
fee required.
|
|
[
]
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
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1)
|
Title
of each class of securities to which transaction
applies:
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2)
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Aggregate
number of securities to which transaction applies:
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3)
|
Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was determined):
|
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4)
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Proposed
maximum aggregate value of transaction:
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5)
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Total
fee paid:
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[
]
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Fee
paid previously with preliminary materials.
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|
[
]
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee
was paid
previously. Identify the previous filing by registration statement
number,
or the Form or Schedule and the date of its
filing.
|
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1)
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Amount
Previously Paid:
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2)
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Form,
Schedule or Registration Statement No.:
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3)
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Filing
Party:
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4)
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Date
Filed:
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BRIDGE
BANCORP, INC.
2200
Montauk Highway, P.O. Box 3005
Bridgehampton,
NY 11932
March
24,
2006
Dear
Shareholder:
You
are
cordially invited to attend the Annual Meeting of Shareholders (the
A
Annual
Meeting
@
)
of
Bridge Bancorp, Inc. (the
A
Company
@
).
Our
Annual Meeting will be held at the offices of our subsidiary, The Bridgehampton
National Bank, 2200 Montauk Highway, Bridgehampton, New York 11932, on Friday,
April 28, 2006 at 11:00 a.m.
The
enclosed Notice of Annual Meeting and Proxy Statement describe the formal
business to be transacted at the Annual Meeting. During the Annual Meeting
we
will also report on the operations of the Company. Directors and officers of
the
Company will be present to respond to questions that shareholders may have.
Also
enclosed for your review is our Annual Report, which contains detailed
information concerning the operating activities and financial statements of
the
Company.
The
business to be conducted at the Annual Meeting consists of the election of
two
Directors; the adoption of the 2006 Stock-Based Incentive Plan; and the
ratification of the appointment of an Independent Registered Public Accounting
Firm for the year ending December 31, 2006. The Board of Directors of the
Company unanimously recommends a vote
A
FOR
@
the
election of Directors; “FOR” the adoption of the 2006 Stock-Based Incentive
Plan; and
A
FOR
@
the
ratification of the appointment of Crowe Chizek and Company LLC as the
Company
=
s
Independent Registered Public Accounting Firm.
On
behalf
of the Board of Directors, we urge you to sign, date and return the enclosed
proxy card, or cast your vote electronically, as soon as possible, even if
you
currently plan to attend the Annual Meeting. This will not prevent you from
voting in person, but will assure that your vote is counted if you are unable
to
attend the Annual Meeting. Your vote is important, regardless of the number
of
shares that you own. Thank you for your continued investment in Bridge Bancorp,
Inc.
Sincerely,
Thomas
J.
Tobin
President
and Chief Executive Officer
BRIDGE
BANCORP, INC.
2200
Montauk Highway, P.O. Box 3005
Bridgehampton,
NY 11932
NOTICE
OF ANNUAL MEETING
TO
BE HELD APRIL 28, 2006
To
the
Shareholders of Bridge Bancorp, Inc.:
NOTICE
IS
HEREBY GIVEN that the Annual Meeting of Shareholders (
A
Annual
Meeting
@
)
of
Bridge Bancorp, Inc. (the
A
Company
@
)
will be
held at The Bridgehampton National Bank, 2200 Montauk Highway, Bridgehampton,
New York 11932, on Friday, April 28, 2006, at 11:00 a.m., for the purpose of
considering and voting on the following matters:
| 1) |
The
election of two Directors to the Company
=
s
Board of Directors, each to hold office for a term of three years
or until
their successors are elected and
qualified;
|
| 2) |
The
adoption of the 2006 Stock-Based Incentive Plan (the “Plan”);
|
| 3) |
The
ratification of the appointment of Crowe Chizek and Company LLC as
the
Independent Registered Public Accounting Firm for the Company for
the year
ending December 31, 2006; and
|
such
other business as may properly come before the Annual Meeting or any
adjournments thereof.
Any
action may be taken on the foregoing proposals at the Annual Meeting on the
date
specified above, including all adjournments of the Annual Meeting. Only those
shareholders of record at the close of business on March 10, 2006 shall be
entitled to notice of and to vote at the Annual Meeting.
The
Board
of Directors believes that the election of nominees; the adoption of the 2006
Stock-Based Incentive Plan; and the ratification of the appointment of Crowe
Chizek and Company LLC as the Company’s Independent Registered Public Accounting
Firm are in the best interests of the Company and its stockholders and
unanimously recommends a vote
FOR
each
item.
EACH
SHAREHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE ANNUAL MEETING, IS REQUESTED
TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE, OR
TO
VOTE ELECTRONICALLY AS PROVIDED HEREWITH.
By
order
of the Board of Directors
Sandra
K.
Novick
Senior
Vice President and Corporate Secretary
March
24,
2006
Bridgehampton,
New York
BRIDGE
BANCORP, INC.
PROXY
STATEMENT
ANNUAL
MEETING OF SHAREHOLDERS
To
Be Held April 28, 2006
SOLICITATION
AND VOTING OF PROXIES
This
Proxy Statement is being furnished to shareholders of Bridge Bancorp, Inc.
(the
A
Company
@
)
in
connection with the solicitation by the Board of Directors of proxies to be
used
at the Annual Meeting of Shareholders (
A
Annual
Meeting
@
)
to be
held at The Bridgehampton National Bank (the
A
Bank
@
),
2200
Montauk Highway, Bridgehampton, New York 11932, on April 28, 2006 at 11:00
a.m.
or any adjournments thereof. The 2005 Annual Report to Shareholders, including
the consolidated financial statements for the fiscal year ended December 31,
2005, accompanies this Proxy Statement.
Regardless
of the number of shares of Common Stock owned, it is important that shareholders
be represented by proxy or be present in person at the Annual Meeting.
Shareholders are requested to vote by completing the enclosed proxy card and
returning it signed and dated in the enclosed envelope, or to vote
electronically. Shareholders should indicate their votes in the spaces provided
on the proxy card. Proxies solicited by the Board of Directors of the Company
will be voted in accordance with the directions given therein. Where no
instructions are indicated, proxies will be voted
FOR
the
election of the nominees specified in this Proxy Statement;
FOR
the
adoption of the 2006 Stock-Based Incentive Plan; and
FOR
the
ratification of Crowe Chizek and Company LLC as the Company’s Independent
Registered Public Accounting Firm for the year ending December 31,
2006.
The
Board
of Directors knows of no additional matters that will be presented for
consideration at the Annual Meeting. Execution of a proxy, however, confers
discretionary authority on the designated proxy holder to vote the shares in
accordance with their best judgment on such other business, if any, that may
properly come before the Annual Meeting or any adjournments thereof.
A
proxy
may be revoked at any time prior to its exercise by the filing of written
revocation with the Secretary of the Company, by delivering to the Company
a
duly executed proxy bearing a later date, or by attending the Annual Meeting,
filing a revocation with the Secretary and voting in person. However, if you
are
a shareholder whose shares are not registered in your own name, you will need
appropriate documentation from your record holder to vote personally at the
Annual Meeting.
The
cost
of solicitation of proxies in the form enclosed herewith will be borne by the
Company. In addition to the solicitation of proxies by mail, proxies may also
be
solicited personally, by telephone or by facsimile by Directors, officers and
employees of the Company, without additional compensation
therefore.
This
Proxy Statement and the accompanying proxy card are first being mailed to
shareholders on or about
March
24,
2006.
VOTING
SECURITIES
The
securities which may be voted at the Annual Meeting consist of shares of Common
Stock of the Company (the
A
Common
Stock
@
),
with
each share entitling its owner to one vote on all matters to be voted on at
the
Annual Meeting. The close of business on
March
10,
2006 has been fixed by the Board of Directors as the record date (
A
Record
Date
@
)
for the
determination of shareholders entitled to notice of and to vote at this Annual
Meeting or any adjournments thereof. The total number of shares of Common Stock
outstanding on the Record Date was 6,201,087 shares. The presence, in person
or
by proxy, of at least a majority of the total number of issued and outstanding
shares of Common Stock entitled to vote is necessary to constitute a quorum
at
this Annual Meeting. In the event there are not sufficient votes for a quorum,
or to approve or ratify any matter being presented at the time of this Annual
Meeting, the Annual Meeting may be adjourned in order to permit the further
solicitation of proxies.
BENEFICIAL
OWNERSHIP
Persons
and groups who beneficially own in excess of five percent of the issued and
outstanding shares of Common Stock are required to file certain reports with
the
Securities and Exchange Commission (the
A
SEC
@
)
and
with the Company regarding such ownership. As of March 10, 2006, no person
was
known to the Company to be the beneficial owner of more than five percent of
the
Company
=
s
issued
and outstanding shares of Common Stock.
VOTING
PROCEDURES AND METHOD OF COUNTING VOTES
As
to the
election of Directors, the proxy card being provided by the Board of Directors
enables a shareholder to vote
A
FOR
@
the
election of the two nominees proposed by the Board of Directors, or to “WITHHOLD
AUTHORITY” to vote for the nominees being proposed. Directors are elected by a
plurality of votes cast, without regard to either broker non-votes, or proxies
as to which authority to vote for the nominees being proposed is
withheld.
As
to the
adoption of the 2006 Stock-Based Incentive Plan, by checking the appropriate
box, a shareholder may: (i) vote “FOR” the item; (ii) vote “AGAINST” the item;
or (iii) “ABSTAIN” from voting on such item. The adoption of the “Plan” will be
determined by a majority of the votes cast, without regard to broker non-votes,
or proxies marked “ABSTAIN.”
As
to the
ratification of Crowe Chizek and Company LLC as the Independent
Registered
Public Accounting Firm
for
the
Company, by checking the appropriate box, a shareholder may: (i) vote
A
FOR
@
the
item; (ii) vote
A
AGAINST
@
the
item; or (iii)
A
ABSTAIN
@
from
voting on such item. The ratification of this matter will be determined by
a
majority of the votes cast, without regard to broker non-votes, or proxies
marked
A
ABSTAIN.
@
Proxies
solicited hereby will be returned to the Company, and will be tabulated by
inspectors of election designated by the Board of Directors.
ITEM
1 - ELECTION OF DIRECTORS
The
Company
=
s
Board
of Directors currently consists of eight (8) members. The Board is divided
into
three classes as nearly equal in number as possible (Class A, B, and C). Each
year one class of Directors is elected to serve for a three-year term or until
their respective successors shall have been elected and
qualified.
The
Board
of Directors has nominated Messrs. Maran and Suskind for election as Class
A
Directors. It is intended that the proxies solicited on behalf of the Board
of
Directors (other than proxies in which the vote is withheld as to the nominees)
will be voted at the Annual Meeting for the election of these nominees. If
the
nominees are unable to serve, the shares represented by all such proxies will
be
voted for the election of such substitute as the Board of Directors may
recommend. At this time, the Board of Directors knows of no reason why the
nominees would be unable to serve, if elected. There are no arrangements or
understandings between the nominees and any other person pursuant to which
such
nominees were selected.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE
A
FOR
@
EACH OF THE NOMINEES LISTED IN THIS PROXY STATEMENT.
The
following table sets forth certain information, as of March 10, 2006, regarding
the Board of Directors and executive officers who are not
Directors.
| (1) |
Beneficial
ownership of shares, as determined in accordance with applicable
Securities and Exchange Commission rules, includes shares as to which
a
person (or his or her spouse) directly or indirectly has or shares
voting
power and/or investment power (which includes the power to dispose)
and
all shares which the person has a right to acquire within 60 days
of the
reporting date.
|
| (2) |
Includes
options to purchase 1,575 shares.
|
| (3) |
Includes
options to purchase 975 shares.
|
| (4) |
Includes
options to purchase 375 shares.
|
| (5) |
Includes
options to purchase 36,932 shares and 1,710 shares of restricted
stock
granted to Mr. Tobin under the 1996 Equity Incentive
Plan.
|
| (6) |
Includes
options to purchase 8,157 shares and 642 shares of restricted stock
granted to Ms. Verneuille under the 1996 Equity Incentive
Plan.
|
| (7) |
Includes
options to purchase 53,714 shares and 2,352 shares of restricted
stock
granted to the named Directors and Executive Officers under the 1996
Equity Incentive Plan.
|
COMPENSATION
OF DIRECTORS
Directors
of the Company are not compensated separately for their services as members
of
the Board of Directors of the Company. All of the members of the Board of
Directors of the Company also serve on the Board of the Bank, for which they
are
compensated. As of January 1, 2006, each outside (non-employee) Director
receives an annual fee of $7,500 from the Bank. The Chairperson of the Board
of
Directors receives an additional annual fee of $4,500. The Vice Chairperson
of
the Board of Directors, and the Chairperson of the Audit Committee, receives
an
additional annual fee of $2,500. All Outside Directors are compensated $500
for
each Board meeting. Directors who are members of the Audit Committee are
compensated $400 per meeting attended. Directors who are members of the
Compensation/Personnel Committee are compensated $400 per meeting attended.
Directors are compensated $300 for all other Committee meetings attended. Each
Outside Director in 2005 received an option to purchase 75 shares of Common
Stock at an exercise price of $30.60 per share, which was the fair market value
of the stock as of the date of grant.
BOARD
MEETINGS AND COMMITTEES
The
business of the Board of Directors of the Company and the Bank is conducted
through meetings and activities of the Boards and their Committees. The Board
of
Directors of the Company meets monthly, or more often as may be necessary.
The
Board of Directors of the Company has two standing Committees: Audit Committee
and Compensation Committee. The Board of Directors of the Company met sixteen
times during 2005. The Board of Directors of the Bank meets monthly or more
often as may be necessary. The Board of Directors of the Bank met sixteen times
during 2005. No Director attended fewer than 75% in the aggregate of the total
number of Board meetings held and the total number of Committee meetings on
which he or she served during 2005, including Board and Committee meetings
of
the Bank and the Company on which he or she served.
DIRECTOR
NOMINATIONS
The
Board
of Directors has not established a Nominating Committee for the selection of
Directors to be elected by the shareholders. Nominations of Directors to the
Board are determined by the full Board of Directors. The Board has determined
that, except as to Mr. Tobin, each member of the Board is an
A
independent
director
@
within
the meaning of the corporate governance listing standards that would be
applicable to the Company if the Common Stock was quoted on the Stock Market
(referred to in this proxy statement as the NASDAQ
®
corporate governance listing standards). Mr. Tobin is not considered independent
because he is an executive officer of the Company. The Board believes that
it is
appropriate to have the input of all Directors, rather than a Committee of
the
Board, with respect to the candidates to be considered for election to the
Board
by the shareholders. In this regard, the Board believes that each individual
director has a unique insight into the operations of the Company and the Bank,
the communities in which we operate and the needs of the Company with respect
to
Board membership.
The
Company does not currently have a charter or written policy with regard to
the
nomination process (other than for shareholder nominations). The Board
identifies nominees by first evaluating the current members of the Board willing
to continue in service. Current members of the Board with skills and experience
that are relevant to the Company
=
s
business and who are willing to continue in service are first considered for
re-nomination, balancing the value of continuity of service by existing members
of the Board with that of gaining new perspectives. If any member of the Board
does not wish to continue in service, or if the Board decides not to re-nominate
a member for re-election, or if the size of the Board is increased, the Board
would solicit suggestions for director candidates from all Board members. The
Board would seek to identify a candidate who at a minimum satisfies the
following criteria:
| · |
has
the highest personal and professional ethics and integrity and whose
values are compatible with the Company
=
s;
|
| · |
has
had experiences and achievements that have given him or her the ability
to
exercise and develop good business
judgment;
|
| · |
is
willing to devote the necessary time to the work of the Board and
its
Committees, which includes being available for Board and Committee
meetings;
|
| · |
is
familiar with the communities in which the Company operates and/or
is
actively engaged in community
activities;
|
| · |
is
involved in other activities or interests that do not create a conflict
with their responsibilities to the Company and its shareholders;
and
|
| · |
has
the capacity and desire to represent the balanced, best interests
of the
shareholders of the Company as a group, and not primarily a special
interest group or constituency.
|
PROCEDURES
FOR THE NOMINATION OF DIRECTORS BY SHAREHOLDERS
The
Board
has adopted procedures for the submission of director nominees by shareholders.
If a determination is made that an additional candidate is needed for the Board
of Directors, the Board will consider candidates submitted by a shareholder.
Shareholders can submit the names of qualified candidates for Director by
writing to our Corporate Secretary, Bridge Bancorp, Inc., 2200 Montauk Highway,
P.O. Box 3005, Bridgehampton, New York 11932. The Corporate Secretary must
receive a submission not less than ninety (90) days prior to the date of the
Company
=
s
proxy
materials for the preceding year
=
s
annual
meeting. The submission must include the following information:
| · |
the
name and address of the shareholder as they appear on the
Company
=
s
books, and number of shares of Common Stock that are owned beneficially
by
such shareholder (if the shareholder is not a holder of record,
appropriate evidence of the shareholder
=
s
ownership will be required);
|
| · |
the
name, address and contact information for the candidate, and the
number of
shares of Common Stock that are owned by the candidate (if the candidate
is not a holder of record, appropriate evidence of the
shareholder
=
s
ownership should be provided);
|
| · |
a
statement of the candidate
=
s
business and educational
experience;
|
| · |
such
other information regarding the candidate as would be required to
be
included in the proxy statement pursuant to SEC Regulation
14A;
|
| · |
a
statement detailing any relationship between the candidate and the
Company;
|
| · |
a
statement detailing any relationship between the candidate and any
customer, supplier or competitor of the
Company;
|
| · |
detailed
information about any relationship or understanding between the proposing
shareholder and the candidate; and
|
| · |
a
statement that the candidate is willing to be considered and willing
to
serve as a Director if nominated and
elected.
|
A
nomination submitted by a shareholder for presentation by the shareholder at
an
annual meeting of shareholders must comply with the procedural and informational
requirements described in
A
Advance
Notice of Nominations to Be Brought Before an Annual Meeting.
@
SHAREHOLDER
COMMUNICATIONS WITH THE BOARD
A
shareholder of the Company who wants to communicate with the Board of Directors
or with any individual Director can write to the Corporate Secretary, Bridge
Bancorp, Inc., 2200 Montauk Highway, P.O. Box 3005, Bridgehampton, New York
11932, Attention: Board Administration. The letter should indicate that the
author is a shareholder and if shares are not held of record, should include
appropriate evidence of stock ownership. Depending on the subject matter,
management will:
| · |
forward
the communication to the Director or Directors to whom it is addressed;
|
| · |
attempt
to handle the inquiry directly, for example where it is a request
for
information about the Company or it is a stock-related matter; or
|
| · |
not
forward the communication if it is primarily commercial in nature,
relates
to an improper or irrelevant topic, or is unduly hostile, threatening,
illegal or otherwise inappropriate.
|
At
each
Board meeting, management shall present a summary of all communications received
since the last meeting that were not forwarded and make those communications
available to the Directors.
CODE
OF ETHICS
The
Board
has adopted a Code of Ethics that is applicable to the officers, Directors
and
employees of the Company, including the Company
=
s
principal executive officer, principal operating officer, principal financial
officer, principal accounting officer or controller, or persons performing
similar functions. The Code of Ethics is available on the Company
=
s
website,
www.bridgenb.com
.
Amendments to and waivers from the Code of Ethics will also be disclosed on
the
Company
=
s
website.
THE
AUDIT COMMITTEE
The
Audit
Committee consists of Directors Nolan (Chairperson), Halsey and Massoud. Each
member of the Audit Committee is considered
A
independent
@
as
defined in the NASDAQ
®
corporate governance
listing
standards and under SEC Rule 10A-3. The duties and responsibilities of the
Audit
Committee include, among other things:
| · |
retaining,
overseeing and evaluating the Independent Registered Public Accounting
Firm to audit the annual consolidated financial statements of the
Company;
|
| · |
overseeing
the Company
=
s
financial reporting processes in consultation with the Independent
Registered Public Accounting Firm and the director of internal
audit;
|
| · |
reviewing
the annual audited consolidated financial statements, quarterly financial
statements and the Independent Registered Public Accounting
Firm
=
s
report with management and the Independent Registered Public Accounting
Firm and recommending inclusion of the annual audited consolidated
financial statements in the Company
=
s
annual report on Form 10-K;
|
| · |
maintaining
direct lines of communication with the Board of Directors, Company
management, internal audit staff and the Independent Registered Public
Accounting Firm;
|
| · |
overseeing
the internal audit staff and reviewing management
=
s
administration of the system of internal accounting
controls;
|
| · |
approving
all engagements for audit and non-audit services by the Independent
Registered Public Accounting Firm;
and
|
| · |
reviewing
the adequacy of the Audit Committee
charter.
|
The
Audit
Committee met seven times during 2005. The Audit Committee reports to the Board
on its activities and findings. The Board of Directors believes that Mr. Nolan
qualifies as an
A
Audit
Committee Financial Expert
@
as that
term is used in the rules and regulations of the SEC.
AUDIT
COMMITTEE REPORT
The
Audit
Committee operates under a written charter adopted by the Board of Directors.
A
copy of the charter of the Audit Committee is available on the
Company
=
s
website,
www.bridgenb.com
.
Management
has the primary responsibility for the Company’s internal controls and financial
reporting process. The Independent Registered Public Accounting Firm is
responsible for performing an independent audit of the Company’s consolidated
financial statements in accordance with the standards of the Public Company
Accounting Oversight Board (United States) auditing standards generally accepted
in the United States of America and to issue an opinion thereon. The Audit
Committee’s responsibility is to monitor and oversee these
processes.
As
part
of its ongoing activities, the Audit Committee has:
| · |
reviewed
and discussed with management, and the Independent Registered Public
Accounting Firm, the Company
=
s
audited consolidated financial statements for the fiscal year ended
December 31, 2005;
|
| · |
discussed
with the Independent Registered Public Accounting Firm the matters
required to be discussed by Statement on Auditing Standards No. 61,
Communications
with Audit Committees
,
as amended; and
|
| · |
received
the written disclosures and the letter from the Independent Registered
Public Accounting Firm required by Independence Standards Board Standard
No. 1,
Independence
Discussions with Audit Committees
,
and has discussed with the Independent Registered Public Accounting
Firm
their independence from the
Company.
|
Based
on
the review and discussions referred to above, the Audit Committee recommended
to
the Board of Directors that the audited consolidated financial statements be
included in the Company
=
s
Annual
Report
on
Form 10-K for the fiscal year ended December 31, 2005 and be filed with the
SEC.
In addition, the Audit Committee selected Crowe Chizek and Company LLC to be
the
Company
=
s
Independent Registered Public Accounting Firm for the year ending December
31,
2006, subject to the ratification of this appointment by the
shareholders.
This
report shall not be deemed incorporated by reference by any general statement
incorporating by reference this proxy statement into any filing under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
as
amended, except to the extent that the Company specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
Acts.
The
foregoing report has been furnished by Committee members:
Howard
H.
Nolan, Chairperson
Thomas
E.
Halsey
Charles
I. Massoud
THE
COMPENSATION COMMITTEE
The
Compensation Committee consists of the following Directors: Raymond Wesnofske
(Chairperson), Marcia Z. Hefter and R. Timothy Maran. The Committee met twelve
times in
2005.
The
Compensation Committee is responsible for recommending to the full
Board:
| · |
the
compensation of the executive
officers;
|
| · |
overall
compensation policy;
|
| · |
performance
measures and goals;
|
| · |
stock-based
compensation;
|
| · |
benefit
programs;
|
| · |
compensation
of the Board of Directors; and
|
| · |
other
matters of personnel policy and practice.
|
Each
member of the Compensation Committee is considered
A
independent
@
as
defined in the NASDAQ
®
corporate governance listing standards.
REPORT
OF THE COMPENSATION COMMITTEE
ON
EXECUTIVE COMPENSATION
General
Policy
The
Company’s executive compensation policy is to provide an incentive for executive
officers to achieve corporate goals and to reward executive officers when these
goals are met. Central to the concept and design of executive compensation
strategy is the paramount importance of long term shareholder interests and
the
need to align senior management with those interests.
Compensation
levels for executive officers are established after consideration of corporate
performance measures and executive compensation practices followed by the
Company’s industry peer group. Also, included in the deliberative process are
personal factors such as commitment, leadership, management style, teamwork
and
community involvement.
The
Committee has access to all necessary Company financial reports, personnel
records and other data. Committee members have regular contact with executive
officers and senior management as a result of their service on the Board and
other Board Committees, giving members a basis upon which to evaluate individual
qualities and capabilities. For each of the past three years, the Company
retained a compensation consulting firm to analyze the executive officer and
senior management compensation levels, in terms of each of the three elements
cited below, and the Company’s performance. A group of approximately
forty
comparably
sized and similarly profiled financial institutions were used for comparison
purposes. This group selected for this comparison needs to be distinguished
from
the peer group used in the stock performance graph below. The companies included
in this group may have changed slightly from year to year due to merger activity
within the industry or other relevant factors. The Committee considered the
results of this comparison and the consulting firm’s corresponding
recommendations in making compensation program recommendations to the Board
of
Directors.
The
objective of the Company’s executive officer and senior management compensation
structure is to motivate these individuals to put forth maximum effort toward
the achievement of specific corporate goals identified during the strategic
planning process of the Board and management. To that end, the Board has adopted
a compensation strategy that seeks to provide competitive compensation
opportunities that are strongly aligned to the financial and stock performance
of the Company. Three
compensation
elements are used in support of the strategy: base salary, short term incentives
and long term incentives.
Components
of Compensation
Base
Salary
Executive
officer base salary levels are reviewed annually with appropriate adjustments
recommended by the Committee to the full Board of Directors. For the 2006 fiscal
year the Company increased individual base salaries based upon the consideration
of the competitive base salary review, Company performance and individual
performance. The adjusted base salary levels are reflective of the individual
responsibilities, experience and performance, as well as competitive marketplace
conditions.
Short
Term Incentive Program
The
Company ties short term incentive bonuses to financial targets, specifically
return on average equity as compared to its peer group and growth in net profit.
For the fiscal year ended 2005, the Company returned approximately 20.15% on
average equity and net profit declined approximately 7.3% from the prior year.
The Company exceeded one financial target, return on average equity. Although
the Company did not experience growth in net profit from the prior year, based
on the return on average equity and other performance ratios as compared to
peers, the Board of Directors awarded a reduced level of short term incentives
to management. These performance standards place the Company in the high
performance tier, as defined by a prominent industry source, when compared
to
commercial banks in its peer group.
Long
Term Stock Incentive Program
The
third
and final component of the Company’s compensation strategy is the equity
incentive awards, under which executive officers and senior management may
be
given the opportunity to acquire or increase proprietary interest in the Company
through the granting of stock options and/or restricted stock awards. Such
stock
options and awards offer them the possibility of future value, depending upon
the long term appreciation of the Company’s Common Stock and provide the
recipients with an incentive to advance the interests of the Company and also
encourage them to remain in the employ or service of the Company and its
subsidiaries.
Stock
options may be either so-called incentive stock options, which bestow certain
tax benefits on the optionee, or non-qualified stock options, not qualifying
for
such benefits. All options have an exercise price that is not less than the
market value of the Company’s Common Stock on the date of the grant.
Historically, stock based awards under the Company
=
s
plans
have either been stock options or shares of restricted stock (which are shares
of Common Stock that are forfeitable and are subject to restrictions on transfer
prior to the vesting date). The vesting of restricted stock depends upon the
executives continuing to render services to the Company. Restricted stock awards
carry dividend rights from the date of grant. Restricted shares are forfeited
if
the award holder departs the Company before vesting. Options have no value
unless the Company
=
s
stock
price rises over time, and the value of restricted shares over time also is
directly proportionate to the market value of the Company
=
s
stock.
The
Committee’s recommendations on granting options and restricted stock awards are
based on the evaluation of both the Company’s performance, as measured against
designated targets, and the individual’s accomplishments. There were no grants
of equity incentive awards with respect to the year ended December 31,
2005.
The
1996
Equity Incentive Plan has expired and the Board has proposed the adoption of
the
Bridge Bancorp, Inc. 2006 Stock-Based Incentive Plan for stockholder
approval.
Chief
Executive Officer
In
assessing appropriate types and amounts of compensation to recommend for the
CEO, the Committee evaluates both corporate and individual performance.
Corporate factors included in the evaluation are return on average shareholders’
equity, growth in net income, growth in earnings per share and the Company’s
performance as compared to peer group institutions. Individual factors include
the CEO’s implementation of the Company’s strategic goals, formation of an
effective management team, and various personal qualities, including leadership.
Based on the Committee’s recommendation, the Board of Directors determined his
2006 salary to be $310,000. Under the terms of his employment contract, this
becomes his minimum annual salary. For 2005, his annual salary was $289,385.
The
CEO’s bonus was $50,000 for 2005. On January 21, 2005, he received options to
purchase 750 shares of Company Stock and an award of 270 shares of restricted
stock valued at $8,262 on the date of the grant.
The
foregoing report has been furnished by Committee members:
Raymond
Wesnofske, Chairperson
Marcia
Z.
Hefter
R.
Timothy Maran
PERFORMANCE
GRAPH
Pursuant
to the regulations of the SEC, the graph below compares the performance of
the
Company with that of the total return for the NASDAQ
7
stock
market and for certain bank stocks of financial institutions with an asset
size
$500 million to $1 billion, as reported by SNL Financial L.C. from December
31,
2000 through December 31, 2005. The graph assumes the reinvestment of dividends
in additional shares of the same class of equity securities as those listed
below.
Bridge
Bancorp, Inc.
|
Period
Ending
|
||||||
|
Index
|
12/31/00
|
12/31/01
|
12/31/02
|
12/31/03
|
12/31/04
|
12/31/05
|
|
Bridge
Bancorp, Inc.
|
100.00
|
114.87
|
145.94
|
236.83
|
318.11
|
265.52
|
|
NASDAQ
7
Composite
|
100.00
|
79.18
|
54.44
|
82.09
|
89.59
|
91.54
|
|
SNL
$500M-$1B Bank Index
|
100.00
|
129.74
|
165.63
|
238.84
|
270.66
|
282.26
|
COMPENSATION
OF EXECUTIVE OFFICERS
The
following table sets forth information concerning compensation received during
the last three years by the Chief Executive Officer and each other executive
officer of the Bank whose salary and bonus exceeded $100,000 in 2005 (the “Named
Executive Officers”). The amount shown reflects bonus earned in the fiscal year
but paid in the following year. The officers of the Company are not compensated
separately in any way for their services.
SUMMARY
COMPENSATION TABLE
|
Annual
Compensation
|
Long-Term
Compensation
|
||||||||||||||||||||||||
|
Awards
|
Payouts
|
||||||||||||||||||||||||
|
Name
and
Principal
Position
|
Year
|
Salary
(1)
|
Bonus
|
Other
Annual
Compen-sation
|
Restricted
Stock
Awards
(2)
|
Options/SARs
(3)
(shares)
|
LTIP
Payouts
|
All
Other
Compen-sation
(4)
|
|||||||||||||||||
|
Thomas
J. Tobin President and Chief Executive Officer
|
2005
2004
2003
|
$
$
$
|
289,385
273,470
259,385
|
$
$
$
|
50,000
136,320
172,800
|
$
$
$
|
0
0
0
|
$
$
$
|
8,262
25,920
33,408
|
750
3,000
6,000
|
$
$
$
|
0
0
0
|
$
$
$
|
23,775
22,150
21,818
|
|||||||||||
|
Christopher
Becker Executive Vice President and Chief Operating Officer
(5)
|
2005
2004
2003
|
$
$
$
|
176,154
172,669
168,808
|
$
$
$
|
0
75,600
94,864
|
$
$
$
|
0
0
0
|
$
$
$
|
0
15,840
20,880
|
470
1,875
3,750
|
$
$
$
|
0
0
0
|
$
$
$
|
284,153
11,619
11,800
|
|||||||||||
|
Janet
T. Verneuille Senior Vice President and Chief Financial Officer;
Treasurer
of the Company
|
2005
2004
2003
|
$
$
$
|
159,423
144,231
124,519
|
$
$
$
|
40,000
52,000
60,000
|
$
$
$
|
0
0
0
|
$
$
$
|
3,121
9,720
12,528
|
282
1,125
2,250
|
$
$
$
|
0
0
0
|
$
$
$
|
4,712
6,150
5,735
|
|||||||||||
| (1) |
Includes
salary deferred at the election of the Named Executive Officers (such
as
deferred salary under the Company’s 401(k)
Plan).
|
| (2) |
Represents
the dollar value of restricted shares granted to the Named Executive
Officers during 2005, 2004 and 2003. The listed dollar values represent
the number of such restricted shares multiplied by the closing market
price of the Company’s Common Stock on the date of the grant. Restricted
shares granted under the Company’s equity incentive plan carry the same
dividend rights as unrestricted shares of Common Stock from the date
of
the grant. Restricted stock held by the Named Executive Officers
at
December 31, 2005 were 1,710 shares or $42,237 in market value for
Mr.
Tobin and 642 shares or $15,857 in market value for Ms. Verneuille.
All
awards vest in equal installments over a three-year period. The fair
market value of the Company’s Common Stock on December 31, 2005 was $24.70
per share.
|
| (3) |
Represents
the number of shares subject to options granted to the Named Executive
Officers. No options granted to the Named Executive Officers have
been
accompanied by stock appreciation rights
(“SARs”).
|
| (4) |
Includes,
among other things, Company contributions on behalf of the Named
Executive
Officers to the 401(k) Plan; director’s fees paid by the Company; and
specified premiums paid by the Company on certain insurance arrangements
on behalf other executive officers. Listed amounts for 2005 include
401(k)
Plan contributions by the Company on behalf of the Named Executive
Officers Tobin, Becker and Verneuille of $7,275, $4,153 and $4,712,
respectively; director’s fees in the amount of $6,500 for Mr. Tobin and
$5,000 for Mr. Becker who served as secretary to the Board; and the
following insurance premiums paid by the Company on behalf of Mr.
Tobin:
$4,810 in premiums paid on a life insurance policy and $5,190 in
premiums
paid on a long-term disability
policy
|
| (5) |
Mr.
Becker’s employment with the Company and the Bank was terminated as of
November 4, 2005. Included in “All Other Compensation” for Mr. Becker for
2005 is the total severance payment to him, which is being paid over
a
15-month period.
|
The
following table sets forth information concerning stock options granted in
2005
to the Named Executive Officers.
|
Options/SAR
Grants in Last Fiscal Year
|
|||||
|
Name
|
Number
of
Securities
Underlying
Options/SARs
Granted
|
%
of Total Options/SARs
Granted
to
Employees
in
Fiscal
Year
|
Exercise
or Base
Price
(dollars/share)
|
Expiration
Date
|
Grant
Date
Present
Value
(1
)
|
|
Thomas
J. Tobin
|
750
|
21.9%
|
$30.60
|
1/21/15
|
$3,293
|
|
Christopher
Becker
|
470
|
13.7%
|
$30.60
|
1/21/15
|
$2,063
|
|
Janet
T. Verneuille
|
282
|
8.2%
|
$30.60
|
1/21/15
|
$1,238
|
| (1) |
The
weighted average, fair value of the options granted during 2005 was
$4.39.
The fair value of each option was estimated on the date granted using
the
Black-Scholes option pricing model. The following weighted average
assumptions were used for grants during 2005: risk-free interest
rate of
3.66%; expected dividend yield of 3.76%; and expected volatility
of 21.3%.
Options are exercisable
immediately.
|
The
following table sets forth information concerning all stock options that were
exercised in 2005 and options held at year-end 2005 by the Named Executive
Officers.
| (1) |
Based
on the difference between aggregate exercise price and fair market
value
of shares of Common Stock as of the date of aggregate
exercise.
|
| (2) |
Based
on the fair market value of the Common Stock on December 31, 2005
($24.70
per share) minus the exercise
price.
|
Equity
Compensation Plan Disclosure.
Set
forth
below is information as of December 31, 2005 regarding compensation plans under
which equity securities of the Company are authorized for issuance.
|
Plan
|
Number
of Securities to be
Issued
upon Exercise of
Outstanding
Options and
Rights
|
Weighted
Average
Exercise
Price
|
Number
of Securities
Remaining
Available for
Issuance
under Plan
|
|
Equity
compensation
plans
approved by
shareholders
|
83,107
|
$16.88
|
317,028
|
|
Equity
compensation
plans
not approved by
shareholders
|
_
|
_
|
_
|
|
Total
|
83,107
|
$16.88
|
317,028
|
EMPLOYMENT
AGREEMENTS
The
Company and the Bank have entered into employment agreements with Mr. Tobin
and
Ms. Verneuille. The employment agreements provide for a five year and two year
term of employment, respectively, that extend on an annual basis for an
additional one year period unless written notice of non-renewal is provided.
If
the Company or the Bank does not extend the term of the agreement, or the
executive elects not to renew the agreement, the term of the agreements becomes
a fixed four or one year term, as the case may be. In no event does the term
of
Mr. Tobin’s employment agreement extend beyond his 65
th
birthday.
Under
the
employment agreements, the annual salary of the named executive officers is
reviewed annually by the Board of Directors or a Committee of the Board of
Directors. For 2006, the annual salary for Mr. Tobin and Ms. Verneuille has
been
set at $310,000 and $175,000, respectively. In addition to an annual salary,
the
employment agreements provide for, among other things, participation in stock
benefit plans and certain other employee and fringe benefit programs applicable
to executive management. The employment agreement for Mr. Tobin provides for
the
purchase of a special disability income policy and a supplemental retirement
income plan policy with pre-retirement death benefits.
Each
of
the employment agreements provides that the Company, or the Bank, may terminate
the covered executive for cause, as described in the agreements, at any time.
If
either the Company or the Bank terminates an executive’s employment other than
for cause or a change in control or in the event the executive terminates
his/her employment with the Company or the Bank based upon any of the following
conditions (collectively, “Event of Termination”): (1) failure to elect or
re-elect or appoint or re-appoint the executive to his/her current position;
(2)
material change in the executive’s functions, duties or responsibilities which
cause the executive’s position to become one of lesser responsibility,
importance or scope; (3) relocation of the executive’s principal place of
employment outside of Southampton, East Hampton, Shelter Island, Southold or
Riverhead; (4) reduction in the benefits or perquisites provided to the
executive; (5) liquidation or dissolution of the Company or the Bank; or (6)
material breach of the agreement by the Company or the Bank, the employment
agreements provide that the executive or, in the event of the executive’s death,
his/her beneficiary, will receive the payments and
benefits
that would have been provided to him/her under the agreement for the longer
of
(i) three years in the case of Mr. Tobin or two years in the case of Ms.
Verneuille or (ii) the remaining term of the relevant agreement.
Under
each of the employment agreements, a Change in Control is an event which: (a)
is
required to be reported on Form 8-K under the Securities Exchange Act of 1934,
as amended, (b) results in a Change in Control based upon the fact that the
acquirer has received all applicable regulatory approvals or (c) results in
any
of the following: any person becoming the beneficial owner of 30% or more of
the
Bank’s or the Company’s voting securities, individuals on the current Board of
Directors ceasing to constitute a majority of the Board, a corporate
reorganization, merger or similar transaction and the Bank or the Company is
not
the resulting entity, a proxy solicitation from someone other than current
management seeking approval or certain corporate reorganizations, mergers or
similar transactions or a successful tender offer for the acquisition of 30%
or
more of the shares of the Bank or the Company. If: (1) following a Change in
Control of the Company or the Bank, the executive’s employment with the Company
or the Bank is involuntarily terminated, (2) within 90 days following the Change
in Control, the executive voluntarily terminates his/her employment provided
the
acquirer is a private investor, group of private investors or private company
controlled by a private investor or group, or (3) within three years following
a
Change in Control, the executive suffers a demotion, loss of title or
significant responsibility, reduction in compensation or benefits or relocation
of principal employment to an office other than one located in Southampton,
East
Hampton, Shelter Island, Southold or Riverhead, the executive or, in the event
of the executive’s death, his/her beneficiary, will receive an amount equal to
3.25 or 2.0, as the case may be, times the executive’s compensation for the
preceding taxable year payable at the executive’s election in a lump sum or over
39 or 24 months, respectively, on either a bi-weekly or monthly basis. In
addition, the health and welfare benefits received by the executive during
his/her employment would be continued for 39 or 24 months, as the case may
be,
following his/her termination of employment.
Payments
pursuant to the employment agreements and other arrangements in the event of
a
Change in Control may constitute a “parachute payment” for federal income tax
purposes and may result in the imposition of an excise tax on the executive.
In
such a case, the employment agreements provide that the Company or the Bank
will
pay the executive an amount sufficient to enable the executive to retain the
payments and benefits provided to him/her had he/she not been subject to such
a
tax.
The
Company guarantees the payment of compensation and benefits to the executives
under the employment agreements with the Bank. The Company and the Bank will
reimburse or pay the executive for all reasonable costs and legal fees paid
or
incurred in connection with any dispute or question of interpretation relating
to the employment agreements if the executive is successful on the merits of
his/her claim pursuant to a legal judgment, arbitration or
settlement.
On
November 4, 2005, the employment of Christopher Becker as Executive Vice
President and Chief Operating Officer of Bridge Bancorp, Inc. and its wholly
owned subsidiary, The Bridgehampton National Bank, was terminated by mutual
agreement of the parties. As a result, the employment agreement between the
Company, the Bank and Mr. Becker, dated as of January 1, 2001, was terminated.
Mr. Becker agreed to release the Company and the Bank from all claims relating
to his previous employment and the termination of his employment with the
Company and the Bank, and further agreed not to compete with the Bank in Suffolk
County for a 15-month period. In consideration of the foregoing, the Bank and
the Company agreed to continue payments to Mr. Becker at his 2005 annual rate
of
salary during the 15-month period.
COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During
the year ended December 31, 2005, the Company had no “interlocking”
relationships in which (1) any executive officer is a member of the Board of
Directors of another entity, one of whose executive officers is a member of
the
Company’s Board of Directors, or (2) any executive officer is a member of the
Compensation Committee of another entity, one of whose executive officers is
a
member of the Company’s Board of Directors.
RETIREMENT
PLANS
The
Bank
maintains a non-contributory, tax-qualified defined benefit pension plan (the
“Retirement Plan”) for eligible employees. All salaried employees at least age
21 who have completed at least one year of service are eligible to participate
in the Retirement Plan. The Retirement Plan provides for a benefit for each
participant, including the Named Executive Officers, in an amount equal to
1.50%
of the participant’s average annual earnings multiplied by creditable service
(up to 35 years) plus 1.00% of the participant’s average annual earnings
multiplied by creditable service (in excess of 35 years) minus 0.49% of the
participant’s final average compensation multiplied by creditable service (up to
35 years). As required by law, the Retirement Plan is covered by the insurance
program of the Pension Benefit Guarantee Corporation.
In
addition, the Bank has a Supplemental Executive Retirement Plan (the “SERP”),
which is an actuarial plan, under which additional retirement benefits are
accrued for eligible Executive Officers. Under the Supplemental Retirement
Plan,
the amount of supplemental retirement benefits is based upon a benefit at normal
retirement which approximates the differences between (i) the total retirement
benefit the participant would have received under the Bridgehampton Retirement
Plan without taking into account limitations on compensation and annual
benefits; and (ii) the retirement benefit the participant is projected to
receive under the Bridgehampton Retirement Plan at normal
retirement.
The
following table approximates the annual retirement benefits based on average
annual earnings for the highest five consecutive years at various levels of
compensation and years of service under the Retirement Plan and the SERP. Annual
average compensation is based on the average annual earnings, including salary
and bonus, for the highest five consecutive years.
|
Annual
|
||||||||||||||||
|
Average
|
20
Years
|
25
Years
|
30
Years
|
35
Years
|
40
Years
|
|||||||||||
|
Compensation
|
Service
|
Service
|
Service
|
Service
|
Service
|
|||||||||||
|
$100,000
|
$
|
25,228
|
$
|
31,535
|
$
|
37,842
|
$
|
44,149
|
$
|
49,149
|
||||||
|
$125,000
|
$
|
32,728
|
$
|
40,910
|
$
|
49,092
|
$
|
57,274
|
$
|
63,524
|
||||||
|
$150,000
|
$
|
40,228
|
$
|
50,285
|
$
|
60,342
|
$
|
70,399
|
$
|
77,899
|
||||||
|
$175,000
|
$
|
47,728
|
$
|
59,660
|
$
|
71,592
|
$
|
83,524
|
$
|
92,274
|
||||||
|
$200,000
|
$
|
55,228
|
$
|
69,035
|
$
|
82,842
|
$
|
96,649
|
$
|
106,649
|
||||||
|
$250,000
|
$
|
70,228
|
$
|
87,785
|
$
|
105,342
|
$
|
122,899
|
$
|
135,399
|
||||||
|
$300,000
|
$
|
85,228
|
$
|
106,535
|
$
|
127,842
|
$
|
149,149
|
$
|
164,149
|
||||||
|
$400,000
|
$
|
115,228
|
$
|
144,035
|
$
|
172,842
|
$
|
201,649
|
$
|
221,649
|
||||||
|
$450,000
|
$
|
130,228
|
$
|
162,785
|
$
|
195,342
|
$
|
227,899
|
$
|
250,399
|
||||||
|
$500,000
|
$
|
145,228
|
$
|
181,535
|
$
|
217,842
|
$
|
254,149
|
$
|
279,149
|
||||||
The
following table sets forth the years of credited service and the average annual
basic earnings (as defined above) determined as of September 30, 2005 for each
of the Named Executive Officers.
|
Average
|
||||
|
Years
of Credited Service
|
Annual
|
|||
|
Years
|
Months
|
Earnings
|
||
|
Thomas
J. Tobin
|
20
|
2
|
$463,217
|
|
|
Christopher
Becker
|
17
|
7
|
280,309
|
|
|
Janet
T. Verneuille
|
12
|
10
|
182,059
|
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain
Directors and executive officers and related parties, including their immediate
families and companies in which they are principal owners, were loan customers
of the Bank during 2005. Such loans are made in the ordinary course of business
at normal credit terms, including interest rate and security, and do not
represent more than a normal risk of collection. No such loan was classified
by
the Bank as of December 31, 2005 as a non-accrual, past due, restructured or
potential problem loan.
COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT
Under
the
federal securities laws, the Company’s Directors, certain of its executive
officers and any persons holding more than ten percent of the Company’s Common
Stock are required to file reports with the SEC on Forms 3, 4 and 5 disclosing
beneficial ownership and changes in beneficial ownership of the Common Stock.
SEC rules require disclosure in the Company’s proxy statement of the failure of
an officer, director or 10% beneficial owner of the Company’s Common Stock to
file a Form 3, 4 or 5 on a timely basis. During 2005 all of these filing
requirements were satisfied, except that in May 2005, Director Marcia Z. Hefter
made a purchase of 100 shares of Common Stock through her Individual Retirement
Account, which was reported on a Form 4, filed one day late. In making these
statements, the Company has relied solely on the written representations of
the
incumbent Directors and officers and copies of the reports which they have
filed
with the Commission.
ITEM
2 -
ADOPTION
OF THE BRIDGE BANCORP, INC. 2006 STOCK-BASED INCENTIVE
PLAN
The
Board
of Directors has adopted, subject to stockholder approval, the Bridge Bancorp,
Inc. 2006 Stock-Based Incentive Plan (the “Incentive Plan”), to provide
officers, employees and Directors of the Company and The Bridgehampton National
Bank with additional incentives to promote the growth and performance of the
Company. The following is a summary of the material features of the Incentive
Plan, which is qualified in its entirety by reference to the provisions of
the
Incentive Plan, attached hereto as Appendix A.
General
The
Incentive Plan will remain in effect for a period of ten years following
adoption by stockholders. The Incentive Plan authorizes the issuance of up
to
620,000 shares of Company Common Stock pursuant to grants of incentive and
non-statutory stock options, stock appreciation rights, and restricted stock
awards. No more than 310,000 shares may be issued as restricted stock awards,
and no more than 400,000 shares may be issued pursuant to the exercise of
incentive stock options. The maximum number of stock options that may be awarded
to any one employee is 125,000.
The
Incentive Plan will be administered by a committee (the “Committee) appointed by
the Board of Directors, which will include two or more disinterested Directors
of the Company who must be “non-employee Directors,” as that term is defined for
purposes of Rule 16(b) of the Securities Exchange Act of 1934. The Committee
may
consist of all Board members who satisfy these conditions. The Committee has
the
authority within the limitations set forth in the Incentive Plan to make
decisions and determinations regarding the selection of participants and the
granting of awards; establishing the terms and conditions relating to each
award; adopting rules, regulations and guidelines for carrying out the Incentive
Plan’s purposes; and interpreting and otherwise construing the Incentive Plan.
The Incentive Plan also permits the Board of Directors or the Committee to
delegate to one or more officers of the Company the Committee’s power to (i)
designate officers and employees who will receive awards, and (ii) determine
the
number of awards to be received by them.
Eligibility
Employees
and Outside Directors of the Company or its subsidiaries are eligible to receive
awards under the Incentive Plan. There are currently 7 Outside Directors of
the
Company and 28 employees eligible to participate in the Incentive
Plan.
Types
of Awards
The
Committee may determine the type and terms and conditions of awards under the
Incentive Plan. Awards may be granted in a combination of incentive and
non-statutory stock options, stock appreciation rights or restricted stock
awards, as follows.
Stock
Options
.
A stock
option gives the recipient or “optionee” the right to purchase shares of Common
Stock at a specified price for a specified period of time. The exercise price
may not be less than the fair market value on the date the stock option is
granted. Once granted, the exercise price of a stock option may not be changed.
Fair market value for purposes of the Incentive Plan means the final sales
price
of the Company’s Common Stock on the date the option is granted, as reported on
either the NASDAQ
®
Market,
if the stock is traded on NASDAQ
®
or
on the
over the counter Bulletin Board, or if the Company’s Common Stock was not traded
on such date, then on the day prior to such date or on the next preceding day
on
which the Company’s Common Stock was traded, and without regard to after-hours
trading activity. However, if the Company’s Common Stock is not traded on
NASDAQ
®
or
on the
over the counter Bulletin Board, fair market value will mean the average sale
price of all shares of Company Common Stock sold during the 30-day period
immediately preceding the date on which such stock option was granted, and
if no
shares of stock have been sold within such 30-day period, the average sale
price
of the last three sales of Company Common Stock sold during the 90-day period
immediately preceding the date on which such stock option was granted. The
Committee will determine the fair market value if it cannot be determined in
the
manner described above.
Stock
options are either “incentive” stock options or “non-qualified” stock options.
Incentive stock options have certain tax advantages and must comply with the
requirements of Section 422 of the Internal Revenue Code. Only employees are
eligible to receive incentive stock options. Shares of Common Stock purchased
upon the exercise of a stock option must be paid for in full at the time of
exercise (i) either in cash or with stock of the Company which was owned by
the
participant for at least six months prior to delivery, or (ii) by reduction
in
the number of shares deliverable pursuant to the stock option, or (iii) subject
to a “cashless exercise” through a third party. Cash may be paid in lieu of
any
fractional shares under the Incentive Plan and generally no fewer than 100
shares may be purchased on exercise of an award unless the total number of
shares available for purchase or exercise pursuant to an award is less than
100
shares. Stock options are subject to vesting conditions and restrictions as
determined by the Committee.
Stock
Appreciation Rights.
Stock
appreciation rights give the recipient the right to receive a payment in Company
Common Stock of an amount equal to the excess of the fair market value of a
specified number of shares of Company Common Stock on the date of the exercise
of the stock appreciation rights over the fair market value of the Common Stock
on the date of grant of the stock appreciation right, as set forth in the
recipient’s award agreement. Stock appreciation rights will not be granted
unless (i) the stock appreciation right is settled solely in Company Common
Stock; and (ii) there is no further ability to defer the income received on
the
exercise of the stock appreciation right.
Stock
Awards
.
Stock
awards under the Incentive Plan will be granted only in whole shares of Common
Stock. Stock awards will be subject to conditions established by the Committee
which are set forth in the award agreement. Any stock award granted under the
Incentive Plan will be subject to vesting as determined by the Committee. Awards
will be evidenced by agreements approved by the Committee, which set forth
the
terms and conditions of each award.
Generally,
all awards, except non-statutory stock options, granted under the Incentive
Plan
will be nontransferable except by will or in accordance with the laws of
intestate succession. Stock awards may be transferable pursuant to a qualified
domestic relations order. At the Committee’s sole discretion, non-statutory
stock options may be transferred for valid estate planning purposes that are
permitted by the Internal Revenue Code and the securities laws. During the
life
of the participant, awards can only be exercised by him or her. The Committee
may permit a participant to designate a beneficiary to exercise or receive
any
rights that may exist under the Incentive Plan upon the participant’s
death.
Change
in Control
.
Upon the
occurrence of an event constituting a Change in Control of the Company as
defined in the Incentive Plan, all stock options and stock appreciation rights
will become fully vested, and all stock awards then outstanding will vest free
of restrictions.
Tax
Consequences
The
following are the material federal tax consequences generally arising with
respect to awards granted under the Incentive Plan. The grant of an option
will
create no tax consequences for an optionee or the Company. The optionee will
have no taxable income upon exercising an incentive stock option and the Company
will receive no deduction when an incentive stock option is exercised. Upon
exercising a non-statutory stock option, the optionee must recognize ordinary
income equal to the difference between the exercise price and the fair market
value of the stock on the date of exercise, and the Company will be entitled
to
a deduction for the same amount. The tax treatment for an optionee on a
disposition of shares acquired through the exercise of an option depends on
how
long the shares have been held and whether such shares were acquired by
exercising an incentive stock option or a non-statutory stock option. Generally,
there will be no tax consequences to the Company in connection with the
disposition of shares acquired pursuant to an option, except that the Company
may be entitled to a deduction if shares acquired pursuant to an incentive
stock
option are sold before the required holding periods have been
satisfied.
With
respect to other awards granted under the Incentive Plan that are settled either
in cash or in stock, the participant must recognize ordinary income equal to
the
cash or the fair market value of shares or other property received and the
Company will be entitled to a deduction for the same amount. With respect to
awards that are settled in stock, the participant must recognize ordinary income
equal to the fair market value of the shares received at the time the shares
became transferable or not subject to substantial risk of forfeiture, whichever
occurs earlier. The Company will be entitled to a deduction for the same
amount.
In
order
to approve the Bridge Bancorp, Inc. 2006 Stock-Based Incentive Plan, the
proposal must receive the affirmative vote of a majority of the total shares
present and voting, without regard to broker non-votes or proxies marked
ABSTAIN.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE BRIDGE BANCORP,
INC. 2006 STOCK-BASED INCENTIVE PLAN.
ITEM
3 - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
Crowe
Chizek and Company LLC (“Crowe Chizek”), was the Independent Registered Public
Accounting Firm of the Company for the year ended December 31, 2005, and has
been selected to serve as the Company’s
Independent
Registered Public Accounting Firm
for
2006. Representatives of Crowe Chizek are expected to be present at the Annual
Meeting. They will have an opportunity to make a statement if they so desire
and
are expected to be available to respond to appropriate questions from
shareholders.
Shareholder
ratification of the selection of Crowe Chizek is not required by the Company’s
bylaws or otherwise. However, the Board is submitting the selection of the
Independent Registered Public Accounting Firm to the shareholders for
ratification as a matter of good corporate practice. If the shareholders fail
to
ratify the selection of Crowe Chizek, the Audit Committee will reconsider
whether or not to retain that firm. Even if the selection is ratified, the
Audit
Committee in its discretion may direct the appointment of a different
Independent Registered Public Accounting Firm at any time during the year if
it
determines that such change is in the best interests of the Company and its
shareholders.
FEES
PAID TO
CROWE
CHIZEK
Set
forth
below is certain information concerning aggregate fees billed for professional
services rendered by Crowe Chizek during 2005 and 2004:
Audit
Fees.
The
audit
fees billed for professional services rendered by Crowe Chizek for the audit
of
the Company’s annual consolidated financial statements for the most recent
fiscal year, for the review of the financial statements included in the
Company’s Quarterly Reports on Form 10-Q, and for the audits of internal control
over financial reporting and management’s assessment of internal control over
financial reporting for the most recent fiscal year were $164,500. For the
2004
fiscal year, such fees were $115,500.
Audit
Related Fees.
Crowe
Chizek did not provide any services to the Company relating to assurance and
related services that are reasonably related to the performance of the audit
and
the review of the financial statements that are not already reported in Audit
Fees above during the fiscal years ended December 31, 2005 and 2004.
Tax
Fees.
Crowe
Chizek did not provide any services to the Company relating to tax compliance,
tax advice and tax planning during the fiscal years ended December 31, 2005
and
2004.
All
Other Fees.
Crowe
Chizek did not provide any other services to the Company during the fiscal
years
ended December 31, 2005 and 2004.
POLICY
ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES OF THE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The
Audit
Committee has adopted policies and procedures for the pre-approval of the above
fees. All requests for services to be provided by Crowe Chizek are submitted
to
the director of internal audit, who subsequently requests pre-approval from
the
Audit Committee Chairperson. A schedule of approved services is then reviewed
and approved by the entire Audit Committee at the next Audit Committee
meeting.
REQUIRED
VOTE AND RECOMMENDATION OF THE BOARD OF DIRECTORS
In
order
to ratify the selection of Crowe Chizek and Company LLC as the Company’s
Independent Registered Public Accounting Firm for the 2006 fiscal year, the
proposal must receive the affirmative vote of at least a majority of the votes
cast at the Annual Meeting, either in person or by proxy.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF CROWE CHIZEK AND
COMPANY LLC AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
SHAREHOLDER
PROPOSALS
In
order
to be eligible for inclusion in the proxy materials for next year’s Annual
Meeting of Shareholders, any shareholder proposal to take action at such meeting
must be received at the Company’s executive office, 2200 Montauk Highway, P.O.
Box 3005, Bridgehampton, New York 11932, no later than November 24, 2006. Any
such proposals shall be subject to the requirements of the proxy rules adopted
under the Exchange Act.
ADVANCE
NOTICE OF NOMINATIONS TO BE BROUGHT BEFORE AN ANNUAL
MEETING
The
Company’s Bylaws provide an advance notice procedure for certain business, or
nominations to the Board of Directors, to be brought before an annual meeting
of
shareholders. In order for a shareholder to properly bring business before
an
annual meeting, the shareholder must give written notice to the Corporate
Secretary not less than
90
days
prior to the date of the Company’s proxy materials for the preceding year’s
annual meeting; provided, however, that if the date of the annual meeting is
advanced more than 30 days prior to or delayed by more than 30 days after the
anniversary of the preceding year’s annual meeting, notice by the shareholder to
be timely must be so delivered not later than the close of business on the
tenth
day following the day on which public announcement of the date of such annual
meeting is first made.
The
Bylaws require that the notice must include, among other things, the
shareholder’s name, record address, and number of shares owned, describe briefly
the proposed business, the reasons for bringing the business before the annual
meeting, and any material interest of the shareholder in the proposed business.
Nothing in this paragraph shall be deemed to require the Company to include
in
its annual meeting proxy statement any shareholder proposal that does not meet
all
of
the requirements for inclusion established by the Securities and Exchange
Commission in effect at the time such proposal is received.
In
accordance with the foregoing, advance notice for certain business or
nominations to the Board of Directors to be brought before the 2007 Annual
Meeting of Shareholders must be given to the Company by December 22,
2006.
OTHER
MATTERS
The
Board
of Directors is not aware of any business to come before the Annual Meeting
other than the matters described above in this proxy statement. However, if
any
matters should properly come before the Annual Meeting, it is intended that
holders of the proxies will act in accordance with their best
judgment.
Whether
you intend to be present at this meeting or not, you are urged to return your
signed proxy promptly. For your convenience, you may also cast your vote
electronically.
Your
continued interest in and support of the Company is sincerely
appreciated.
AN
ADDITIONAL COPY OF THE COMPANY’S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 2005, WILL BE FURNISHED WITHOUT CHARGE TO SHAREHOLDERS AS OF THE
RECORD DATE UPON WRITTEN OR TELEPHONIC REQUEST TO SANDRA K. NOVICK, SENIOR
VICE
PRESIDENT AND CORPORATE SECRETARY,
2200
MONTAUK HIGHWAY, P.O. BOX 3005, BRIDGEHAMPTON, NEW YORK
11932
,
OR CALL (631) 537-1000, EXT. 7230.
By
Order
of the Board of Directors
Sandra
K.
Novick
Senior
Vice President and Corporate Secretary
Bridgehampton,
New York
March
24,
2006
APPENDIX
A
BRIDGE
BANCORP, INC.
2006
STOCK-BASED INCENTIVE PLAN
1.
PURPOSE
OF PLAN
.
The
purposes of this 2006 Stock-Based Incentive Plan are to provide incentives
and
rewards to employees and Directors who are largely responsible for the success
and growth of Bridge Bancorp, Inc. and its Affiliates, and to assist all such
entities in attracting and retaining experienced and qualified Directors,
executives and other key employees.
2.
DEFINITIONS
.
| (a) |
“Affiliate”
means any “parent corporation” or “subsidiary corporation” of the Company,
as such terms are defined in Sections 424(e) and 424(f) of the
Code.
|
| (b) |
“Award”
means one or more of the following: Restricted Stock Awards, Stock
Options
and other types of Awards, as set forth in Section 6 of the
Plan.
|
| (c) |
“Award
Agreement” means the agreement between the Company or an Affiliate and a
Participant evidencing an Award under the Plan.
|
| (d) |
“Bank”
means The Bridgehampton National Bank and any successor to The
Bridgehampton National Bank.
|
| (e) |
“Board
of Directors” means the board of Directors of the
Company.
|
| (f) |
“Change
in Control” means a change in control of a nature
that:
|
| (i) |
would
be required to be reported in response to Item 5.01 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 (the “Exchange Act”);
or
|
| (ii) |
results
in a Change in Control of the Bank or the Company within the meaning
of
the Change In Bank Control Act, as amended, and applicable rules
and
regulations promulgated thereunder by the FRB, as in effect at the
time of
the Change in Control; 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
securities of the Company representing 25% or more of the combined
voting
power of the Company’s outstanding securities except for any securities
purchased by the Bank’s employee stock ownership plan or trust; 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 he 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 in which the Bank or Company is not the surviving institution
occurs; or (d) a proxy statement is 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 similar transaction with
one or
more corporations as a result of which shares of the Company are
exchanged
for or converted into cash
|
|
or
property or securities not issued by the Company pursuant to such
plan of
reorganization or merger; or (e) a tender offer is made for 25% or
more of the voting securities of the Company and the shareholders
owning
beneficially or of record 25% or more of the outstanding securities
of the
Company have tendered or offered to sell their shares pursuant to
such
tender offer and such tendered shares have been accepted by the tender
offeror.
|
| (g) |
“Code”
means the Internal Revenue Code of 1986, as
amended.
|
| (h) |
“Committee”
means the committee designated, pursuant to Section 3 of the Plan,
to
administer the Plan. The Committee may consist of all Board members
who
satisfy the standards set forth in Section 3(a)(i) and (ii).
|
| (i) |
“Common
Stock” means the Common Stock of the Company, par value $0.01 per
share.
|
| (j) |
“Company”
means Bridge Bancorp, Inc., the stock holding company of the Bank,
and any
entity that succeeds to the business of Bridge Bancorp,
Inc.
|
| (k) |
“Director
Emeritus” means a former member of the Board who has been appointed to the
status of Director Emeritus by the Board of the Company or the
Bank.
|
| (l) |
“Disability”
means the inability to engage in any substantial gainful activity
by
reason of any medically determinable physical or mental impairment
which
can be expected to result in death or which lasted or can be expected
to
last for a continuous period of not less than 12 months. An individual
shall not be considered to be permanently and totally disabled unless
he/she furnishes proof of the existence thereof in such form and
manner,
and at such times, as the Secretary of the Treasury may require,
in
accordance with Section 22(e)(3) of the
Code.
|
| (m) |
“Employee”
means any person employed by the Company or an Affiliate. Directors
who
are also employed by the Company or an Affiliate shall be considered
Employees under the Plan.
|
| (n) |
“Exchange
Act” means the Securities Exchange Act of 1934, as
amended.
|
| (o) |
“Exercise
Price” means the price at which an individual may purchase a share of
Common Stock pursuant to an Option.
|
| (p) |
“Fair
Market Value” means, when used in connection with the Common Stock on a
certain date, the final sales price of the Common Stock as reported
on the
NASDAQ
®
stock market (or over-the-counter market) on such date, or if the
Common
Stock was not traded on such date, then on the day prior to such
date or
on the next preceding day on which the Common Stock was traded, and
without regard to after hours trading activity; provided, however,
that if
the Common Stock is not reported on the NASDAQ
®
stock market (or over the counter market), Fair Market Value shall
mean
the average sale price of all shares of Common Stock sold during
the
30-day period immediately preceding the date on which such stock
option
was granted, and if no shares of stock have been sold within such
30-day
period, the average sale price of the last three sales of Common
Stock
sold during the 90-day period immediately preceding the date on which
such
stock option was granted. In the event Fair Market Value cannot be
determined in the manner described above, then Fair Market Value
shall be
determined by the Committee. The Committee is authorized, but is
not
required, to obtain an independent appraisal to determine the Fair
Market
Value of the Common Stock.
|
| (q) |
“FRB”
means the Board of Governors of the Federal Reserve
System.
|
| (r) |
“Incentive
Stock Option” means a Stock Option granted under the Plan, that is
intended to meet the requirements of Section 422 of the
Code.
|
| (s) |
“Non-Statutory
Stock Option” means a Stock Option granted to an individual under the Plan
that is not intended to be and is not identified as an Incentive
Stock
Option, or an Option granted under the Plan that is
|
intended
to be and is identified as an Incentive Stock Option, but that does not meet
the
requirements of Section 422 of the Code.
| (t) |
“Option”
or “Stock Option” means an Incentive Stock Option or a Non-Statutory Stock
Option, as applicable.
|
| (u) |
“Outside
Director” means a member of the Board(s) of Directors of the Company or an
Affiliate who is not also an
Employee.
|
| (v) |
“Participant”
means an Employee or Outside Director who is granted an Award pursuant
to
the terms of the Plan.
|
| (w) |
“Plan”
means this Bridge Bancorp, Inc. 2006 Stock-Based Incentive
Plan.
|
| (x) |
“Restricted
Stock” means shares of Common Stock that may be granted under the Plan
that are subject to forfeiture until satisfaction of the conditions
of
their grant.
|
| (y) |
“Restricted
Stock Award” means an Award of shares of Restricted Stock granted to an
individual pursuant to Section 6(c) of the
Plan.
|
| (z) |
“Retirement”
means retirement from employment with the Company or an Affiliate
on or
after the Employee’s attainment of age 65 or as otherwise set forth in the
Award agreement; provided, however, that unless the Committee specifies
otherwise, an Employee who is also a member of the Board of Directors,
shall not be deemed to have retired until both service as an Employee
and
as a member of the Board of Directors has ceased. “Retirement” with
respect to an Outside Director means termination of service on the
Board(s) of Directors of the Company or any Affiliate in accordance
with
applicable Company policy following the provision of written notice
to
such Board(s) of Directors of the Outside Director’s intention to retire.
Notwithstanding the foregoing, unless the Committee specifies otherwise,
a
director shall not be deemed to have retired if such director becomes
a
Director Emeritus following his termination of service as a
director.
|
| (aa) |
“Stock
Appreciation Right” means the right, as defined in Section 6(b), that
may be granted to a Participant in tandem with the grant of a Stock
Option.
|
| (bb) |
“Termination
for Cause” means the termination upon personal dishonesty, willful
misconduct, any breach of fiduciary duty involving personal profit,
intentional failure to perform stated duties, or the willful violation
of
any law, rule or regulation (other than traffic violations or similar
offenses) or a final cease-and-desist order, any of which results
in a
material loss (economic or reputation) to the Company or an
Affiliate.
|
| 3. |
ADMINISTRATION.
|
| (a) |
Committee.
The Committee shall administer the Plan. The Committee shall consist
of
two or more disinterested Directors of the Company, who shall be
appointed
by Board of Directors. A member of the Board of Directors shall be
deemed
to be disinterested only if he or she satisfies: (i) such requirements
as
the Securities and Exchange Commission may establish for non-employee
Directors administering plans intended to qualify for exemption under
Rule
16b-3 (or its successor) of the Exchange Act; and (ii) if, considered
appropriate by the Board of Directors in its sole discretion, such
requirements as the Internal Revenue Service may establish for Outside
Directors acting under plans intended to qualify for exemption under
Section 162(m)(4)(C) of the Code. The Board of Directors or the Committee
may also delegate, to the extent permitted by applicable law and
not
inconsistent with Rule 16b-3, to one or more officers of the Company,
its
powers under this Plan to (a) designate the officers and employees
of the
Company who will receive Awards and (b) determine the number of Awards
to
be received by them, pursuant to a resolution that specifies the
total
number of rights or Options that may be granted under the delegation,
provided that no officer may be delegated the power to designate
himself
or herself as a recipient of such Options or rights.
|
| (b) |
Role
of Committee
.
Subject to paragraph (a) of this Section 3, the Committee shall have
the
authority to interpret, construe and implement the Plan and any rules,
regulations, guidelines or agreements adopted hereunder and to adopt
such
rules, regulations and guidelines for carrying out the Plan as it
may deem
necessary or proper. These powers shall include, but not be limited
to,
(i) determination of the type or types of awards to be granted under
the
Plan; (ii) determination of the terms and conditions of any awards
under
the Plan; (iii) determination of whether, to what extent and under
what
circumstances awards may be settled, paid or exercised in cash, shares,
other securities, or other awards, or other property, or accelerated,
canceled, extended, forfeited or suspended; (iv) adoption of
modifications, amendments, procedures, subplans and the like as are
necessary; (v) subject to the rights of participants, modification,
change, amendment or cancellation of any award to correct an
administrative error; and (vi) taking any other action the Committee
deems necessary or desirable for the administration of the Plan.
Without
limiting the foregoing, the Committee may, in its sole discretion,
accelerate or extend the time at which any Stock Option or Stock
Appreciation Right may be exercised, or any Stock Award may vest,
in whole
or in part, provided, however, that with respect to an Incentive
Stock
Option, it must be consistent with the terms of Section 422 of the
Code in
order to continue to qualify as an Incentive Stock Option. All
determinations, interpretations, and other decisions under or with
respect
to the Plan or any award by the Committee shall be final, conclusive
and
binding upon the Company, any Participant, and any holder or beneficiary
of any award under the Plan.
|
| (c) |
Award
Agreements.
Each Award granted under the Plan shall be evidenced by a written
agreement (i.e., an “Award Agreement”). Each Award Agreement shall
constitute a binding contract between the Company or an Affiliate
and the
Participant, and every Participant, upon acceptance of an Award Agreement,
shall be bound by the terms and restrictions of the Plan and the
Award
Agreement. The terms of each Award Agreement shall be set in accordance
with the Plan, but each Award Agreement may also include any additional
provisions and restrictions determined by the Committee. In particular,
and at a minimum, the Committee shall set forth in each Award
Agreement:
|
| (i) | the type of Award granted; |
| (ii) | the Exercise Price for any Option; |
| (iii) | the number of shares or rights subject to the Award; |
| (iv) | the expiration date of the Award; |
| (v) |
the
manner, time and rate (cumulative or otherwise) of exercise or
vesting of
the Award; and
|
| (vi) |
the
restrictions, if any, placed on the Award, or upon shares which
may be
issued upon the exercise or vesting of the
Award.
|
The
Chairperson of the Committee and such other Directors and employees as shall
be
designated by the Committee are hereby authorized to execute Award Agreements
on
behalf of the Company or an Affiliate and to cause them to be delivered to
the
recipients of Awards granted under the Plan.
4.
ELIGIBILITY
.
Subject
to the terms of the Plan, Employees and Outside Directors, as the Committee
shall determine from time to time, shall be eligible to participate in the
Plan.
5.
SHARES
OF COMMON STOCK SUBJECT TO THE PLAN; SHARE LIMITS
.
| (a) |
Shares
Available
.
Subject to the provisions of Section 8, the capital stock that may be
delivered under this Plan shall be shares of the Company’s Common Stock,
which may be issued directly by the Company from authorized but unissued
shares or treasury shares or shares purchased by the Plan in the
open
market.
|
| (b) |
Share
Limits
.
Subject to adjustments, if any, provided in Section 9, the maximum
number of shares of
|
|
Common
Stock that may be delivered pursuant to Awards granted under this
Plan
(the “Share Limit”) equals 620,000 shares. The following limits also apply
with respect to Awards granted under this
Plan:
|
|
(i)
|
The
maximum aggregate number of shares of Common Stock that may be issued
pursuant to the exercise of Incentive Stock Options is 400,000. The
maximum number of Stock Options that may be awarded to any Employee
is
125,000 Stock Options. For these purposes, only the net number of
shares
issued pursuant to the exercise of a Stock Option are counted against
the
maximum number of shares.
|
|
(ii)
|
Subject
to adjustment pursuant to Section 9 hereof, the maximum number of
shares of Common Stock that may be delivered pursuant to Restricted
Stock
Awards granted under this Plan is 310,000
shares.
|
| (c) |
Reissue
of Awards and Shares
.
Shares that are subject to or underlie Awards which expire or for
any
reason are cancelled or terminated, are forfeited, fail to vest,
or for
any other reason are not paid or delivered under this Plan shall
again be
available for subsequent Awards under this Plan. Shares that are
exchanged
by a Participant or withheld by the Company as full or partial payment
in
connection with any Award under the Plan, as well as any shares exchanged
by a Participant or withheld by the Company to satisfy the tax withholding
obligations related to any Award under the Plan, shall be available
for
subsequent Awards under this Plan.
|
| (d) |
Reservation
of Shares; No Fractional Shares; Minimum Issue.
The Company shall at all times reserve a number of shares of Common
Stock
sufficient to cover the Company’s obligations and contingent obligations
to deliver shares with respect to Awards then outstanding under this
Plan.
No fractional shares shall be delivered under this Plan. The Committee
may
pay cash in lieu of any fractional shares in settlements of Awards
under
this Plan. No fewer than 100 shares may be purchased on exercise
of any
Award unless the total number purchased or exercised is the total
number
at the time available for purchase or exercise under the
Award.
|
6.
AWARDS
.
The
Committee shall determine the type or types of Award(s) to be made to each
selected eligible individual. Awards may be granted singly, in combination
or in
tandem. Awards also may be made in combination or in tandem with, in replacement
of, as alternatives to, or as the payment form for grants or rights under any
other employee or compensation plan of the Company. The types of Awards that
may
be granted under this Plan are:
| (a) |
Stock
Options
.
The Committee may, subject to the limitations of this Plan and the
availability of shares of Common Stock reserved but not previously
awarded
under the Plan, grant Stock Options to employees and Outside Directors,
subject to terms and conditions as it may determine, to the extent
that
such terms and conditions are consistent with the following
provisions:
|
| (i) |
Exercise
Price.
The Exercise Price shall not be less than one hundred percent (100%)
of
the Fair Market Value of the Common Stock on the date of grant. Once
granted, the Exercise Price of an Option may not be
changed.
|
| (ii) |
Terms
of Options
.
In no event may an individual exercise an Option, in whole or in
part,
more than ten (10) years from the date of
grant.
|
| (iii) |
Non-Transferability.
Unless otherwise determined by the Committee, an individual may
not
transfer, assign, hypothecate, or dispose of an Option in any manner,
other than by will or the laws of intestate succession. The Committee
may,
however, in its sole discretion, permit the transfer or assignment
of a
Non-Statutory Stock Option, if it determines that the transfer
or
assignment is for valid estate planning purposes and is permitted
under
the Code and Rule 16b-3 of the Exchange Act. For purposes of this
Section
6(a), a transfer for valid estate planning purposes includes, but
is not
limited to, transfers:
|
|
(1)
|
to
a revocable inter vivos trust, as to which an individual is both
settlor
and trustee;
|
|
(2)
|
for
no consideration to: (a) any member of the individual’s Immediate Family;
(b) a trust solely for the benefit of members of the individual’s
Immediate Family; (c) any partnership whose only partners are members
of
the individual’s Immediate Family; or (d) any limited liability
corporation or other corporate entity whose only members or equity
owners
are members of the individual’s Immediate
Family.
|
|
(3)
|
For
purposes of this Section, “Immediate Family” includes, but is not
necessarily limited to, a Participant’s parents, grandparents, spouse,
children, grandchildren, siblings (including half brothers and sisters),
and individuals who are family members by adoption. Nothing contained
in
this Section shall be construed to require the Committee to give
its
approval to any transfer or assignment of any Non-Statutory Stock
Option
or portion thereof, and approval to transfer or assign any Non-Statutory
Stock Option or portion thereof does not mean that such approval
will be
given with respect to any other Non-Statutory Stock Option or portion
thereof. The transferee or assignee of any Non-Statutory Stock Option
shall be subject to all of the terms and conditions applicable to
such
Non-Statutory Stock Option immediately prior to the transfer or assignment
and shall be subject to any other conditions prescribed by the Committee
with respect to such Non-Statutory Stock
Option.
|
|
(iv)
|
Special
Rules for Incentive Stock Options
.
Notwithstanding the foregoing provisions, the following rules shall
further apply to grants of Incentive Stock
Options:
|
|
(1)
|
If
an Employee owns or is treated as owning, for purposes of Section
422 of
the Code, Common Stock representing more than ten percent (10%) of
the
total combined voting securities of the Company at the time the Committee
grants the Incentive Stock Option (a “10% Owner”), the Exercise Price
shall not be less than one hundred ten percent (110%) of the Fair
Market
Value of the Common Stock on the date of
grant.
|
|
(2)
|
An
Incentive Stock Option granted to a 10% Owner shall not be exercisable
more than five (5) years from the date of
grant.
|
|
(3)
|
To
the extent the aggregate Fair Market Value of shares of Common Stock
with
respect to which Incentive Stock Options are exercisable for the
first
time during any calendar year under the Plan or any other stock option
plan of the Company, exceeds $100,000, or such higher value as may
be
permitted under Section 422 of the Code, Incentive Stock Options
in excess
of the $100,000 limit shall be treated as Non-Statutory Stock Options.
Fair Market Value shall be determined as of the date of grant for
each
Incentive Stock Option.
|
|
(4)
|
Each
Award Agreement for an Incentive Stock Option shall require the
individual
to notify the Committee within ten (10) days of any disposition
of shares
of Common Stock under the circumstances described in Section 421(b)
of the
Code (relating to certain disqualifying
dispositions).
|
| (b) |
Stock
Appreciation Rights
.
A
Stock Appreciation Right is the right to receive a payment in Common
Stock
equal to the excess of the Fair Market Value of a specified number
of
shares of Common Stock on the date the Stock Appreciation Right is
exercised over the Fair Market Value of the Common Stock on the date
of
grant of the Stock Appreciation Right as set forth in the applicable
award
agreement. No Stock Appreciation Right shall be granted unless
(i) the Stock Appreciation Right is settled solely in Common Stock of
the Company and (ii) there is no opportunity to further defer the
income received on the exercise of the Stock Appreciation
Right.
|
| (c) |
Restricted
Stock Awards
.
The Committee may make grants of Restricted Stock Awards, which shall
consist of the grant of some number of shares of Common Stock to
an
individual upon such terms and
|
|
conditions
as it may determine, to the extent such terms and conditions are
consistent with the following
provisions:
|
|
(i)
|
Grants
of Stock
.
Restricted Stock Awards may only be granted in whole shares of Common
Stock.
|
|
(ii)
|
Non-Transferability.
Except to the extent permitted by the Code, the rules promulgated
under
Section 16(b) of the Exchange Act or any successor statutes or
rules:
|
|
(1)
|
The
recipient of a Restricted Stock Award grant shall not sell, transfer,
assign, pledge, or otherwise encumber shares subject to the grant
until
full vesting of such shares has occurred. For purposes of this section,
the separation of beneficial ownership and legal title through the
use of
any “swap” transaction is deemed to be a prohibited
encumbrance.
|
|
(2)
|
Unless
otherwise determined by the Committee, and except in the event of
the
Participant’s death or pursuant to a qualified domestic relations order, a
Restricted Stock Award grant is not transferable and may be earned
only by
the individual to whom it is granted during his or her lifetime.
Upon the
death of a Participant, a Restricted Stock Award is transferable
by will
or the laws of descent and distribution. The designation of a beneficiary
shall not constitute a transfer.
|
|
(3)
|
If
the recipient of a Restricted Stock Award is subject to the provisions
of
Section 16 of the Exchange Act, shares of Common Stock subject to
the
grant may not, without the written consent of the Committee (which
consent
may be given in the Award Agreement), be sold or otherwise disposed
of
within six (6) months following the date of
grant.
|
| (iii) |
Issuance
of Certificates
.
The Company shall cause to be issued a stock certificate evidencing
such
shares, registered in the name of the Participant to whom the Restricted
Stock Award was granted; provided, however, that the Company may
not cause
a stock certificate to be issued unless it has received a stock power
duly
endorsed in blank with respect to such shares. Each stock certificate
shall bear the following legend:
|
“The
transferability of this certificate and the shares of stock represented hereby
are subject to the restrictions, terms and conditions (including forfeiture
provisions and restrictions against transfer) contained in the Bridge Bancorp,
Inc. 2006 Stock-Based Incentive Plan and the related Award Agreement entered
into between the registered owner of such shares and Bridge Bancorp, Inc. or
its
Affiliates. A copy of the Plan and Award Agreement is on file in the office
of
the Corporate Secretary of Bridge Bancorp, Inc.”
This
legend shall not be removed until the individual becomes vested in such shares
pursuant to the terms of the Plan and Award Agreement. Each certificate issued
pursuant to this Section 6(c) shall be held by the Company or its
Affiliates, unless the Committee determines otherwise.
Notwithstanding
the foregoing, the Company may, in its sole discretion, issue Restricted Stock
Awards in any other approved format (e.g. DTC) in order to facilitate the
paperless transfer of such Awards. In the event Restricted Stock Awards are
not
issued in certificate form, the Company and the transfer agent shall maintain
appropriate bookkeeping entries that evidence Participants’ ownership of such
Awards. Restricted Stock Awards that are not issued in certificate form shall
be
subject to the same terms and conditions of this Plan, including Section
6(c)(iv) and 6(c)(v), as any Restricted Stock Awards granted in certificated
form.
|
(iv)
|
Treatment
of Dividends
.
Participants are entitled to all dividends and other distributions
declared and paid on all shares of Common Stock subject to a Restricted
Stock Award, from and after the date such shares are awarded or from
and
after such later date as may be specified by the Committee in the
Award
Agreement, and the Participant shall not be required to return any
such
|
|
dividends
or other distributions to the Company in the event of forfeiture
of the
Restricted Stock Award.
|
|
(v)
|
Voting
of Restricted Stock Awards
.
Participants who are granted Restricted Stock Awards may vote all
unvested
shares of Common Stock subject to their Restricted Stock
Awards.
|
7.
PAYMENTS;
CONSIDERATION FOR AWARDS
.
| (a) |
Payments
.
Payment for Awards may be made in the form of cash, Common Stock,
or
combinations thereof as the Committee shall determine, and with such
restrictions as it may impose.
|
| (b) |
Consideration
for Awards
.
The Exercise Price for any Award granted under this Plan or the Common
Stock to be delivered pursuant to an Award, as applicable, may be
paid by
means of any lawful consideration as determined by the Committee,
including, without limitation, one or a combination of the following
methods:
|
|
(i)
|
cash,
check payable to the order of the Company, or electronic funds
transfer;
|
|
(ii)
|
the
delivery of previously owned shares of Common
Stock;
|
|
(iii)
|
reduction
in the number of shares otherwise deliverable pursuant to the Award;
or
|
|
(iv)
|
subject
to such procedures as the Committee may adopt, pursuant to a “cashless
exercise” with a third party who provides financing for the purposes of
(or who otherwise facilitates) the purchase or exercise of
Awards.
|
In
no
event shall any shares newly issued by the Company be issued for less than
the
minimum lawful consideration for such shares or for consideration other than
consideration permitted by applicable state law. In the event that the Committee
allows a Participant to exercise an Award by delivering shares of Common Stock
previously owned by such Participant and unless otherwise expressly provided
by
the Committee, any shares delivered which were initially acquired by the
Participant from the Company (upon exercise of a stock option or otherwise)
must
have been owned by the Participant at least six months as of the date of
delivery. Shares of Common Stock used to satisfy the Exercise Price of an Option
shall be valued at their Fair Market Value on the date of exercise. The Company
will not be obligated to deliver any shares unless and until it receives full
payment of the Exercise Price and any related withholding obligations under
Section 10(e), or until any other conditions applicable to exercise or
purchase have been satisfied. Unless expressly provided otherwise in the
applicable Award Agreement, the Committee may at any time eliminate or limit
a
Participant’s ability to pay the purchase or Exercise Price of any Award or
shares by any method other than cash payment to the Company.
8.
EFFECT
OF TERMINATION OF SERVICE ON AWARDS
.
| (a) |
General.
The Committee shall establish the effect of a termination of employment
or
service on the continuation of rights and benefits available under
an
Award or this Plan and, in so doing, may make distinctions based
upon,
among other things, the cause of termination and type of Award. Unless
the
Committee shall specifically state otherwise at the time an Award
is
granted, all Awards to an Employee or Outside Director shall vest
immediately upon such individual’s death, Disability or Retirement. Unless
otherwise provided in an Award Agreement, the following provisions
shall
apply to each award granted under this
Plan:
|
| (i) |
Upon
the termination of a Participant’s service for any reason other than
Disability, Retirement, Change in Control, death or Termination for
Cause,
Stock Options and Stock Appreciation Rights shall be exercisable
only as
to those shares that were immediately exercisable by such Participant
at
the date of termination, and Stock Options and Stock Appreciation
Rights
may be exercised only for a period of three months following termination,
and any shares of Restricted Stock that have not vested as of the
date of
termination shall expire and be forfeited.
|
| (ii) |
In
the event of a Termination for Cause, all Stock Options, Stock
Appreciation Rights and Restricted Stock Awards granted to a Participant
under the Plan not exercised or vested shall expire and be
forfeited.
|
| (iii) |
Upon
the termination of service for reason of Disability, Retirement or
death,
and upon a Change in Control, all Stock Options and Stock Appreciation
Rights shall be exercisable as to all shares subject to an outstanding
award whether or not then exercisable, and all Restricted Stock Awards
shall vest as to all shares subject to an outstanding award, whether
or
not otherwise immediately vested, at the date of termination or Change
in
Control, and Stock Options and Stock Appreciation Rights may be exercised
for a period of one year following termination or Change in Control.
Provided, however, that no Stock Option shall be eligible for treatment
as
an Incentive Stock Option in the event such option is exercised more
than
one year following termination of employment due to death or Disability
and provided further, in order to obtain Incentive Stock Option treatment
for options exercised by heirs or devisees of an optionee, the optionee’s
death must have occurred while employed or within three (3) months
of
termination of employment.
|
| (b) |
Events
Not Deemed Terminations of Employment or Service
.
Unless Company policy or the Committee provides otherwise, the employment
relationship shall not be considered terminated in the case of
(a) sick leave, (b) military leave, or (c) any other leave of absence
authorized by the Company or the Committee; provided that, unless
reemployment upon the expiration of such leave is guaranteed by contract
or law, such leave is for a period of not more than 90 days. In the
case
of any Employee on an approved leave of absence, continued vesting
of the
Award while on leave may be suspended until the Employee returns
to
service, unless the Committee otherwise provides or applicable law
otherwise requires. In no event shall an Award be exercised after
the
expiration of the term set forth in the Award
Agreement.
|
| (c) |
Effect
of Change of Affiliate Status
.
For purposes of this Plan and any Award, if an entity ceases to be
an
Affiliate of the Company, a termination of employment or service
shall be
deemed to have occurred with respect to each individual who does
not
continue as an Employee or Outside Director with another entity within
the
Company after giving effect to the Affiliate’s change in
status.
|
9.
ADJUSTMENTS;
ACCELERATION UPON A CHANGE IN CONTROL
.
| (a) |
Adjustments.
If
the shares of Common Stock are changed into or exchanged for a different
number of kind of shares or other securities of the Company on account
of
any recapitalization, reclassification, stock split, reverse split,
combination of shares, exchange of shares, stock dividend or other
distribution payable in capital stock, or other increase or decrease
in
such shares effected without receipt of consideration by the Company
occurring after the Effective Date, the number and kinds of shares
for
which grants of Stock
|
|
Options,
Stock Appreciation Rights or Stock Awards may be made under the Plan
shall
be adjusted proportionately and accordingly by the Committee. In
addition,
the number and kind of shares for which grants are outstanding shall
be
adjusted proportionately and accordingly so that the proportionate
interest of the grantee immediately following such event shall, to
the
extent practicable, be the same as immediately before such event.
Any such
adjustment in outstanding Stock Options shall not change the aggregate
Stock Option purchase price payable with respect to shares that are
subject to the unexercised portion of the Stock Option outstanding
but
shall include a corresponding proportionate adjustment in the Stock
Option
purchase price per share.
|
| (b) |
Committee
Action
.
Upon any of the events set forth in Section 9(a), the Committee may
take such action prior to such event to the extent that the Committee
deems the action necessary to permit the Participant to realize the
benefits intended to be conveyed with respect to the Awards in the
same
manner as is or will be available to stockholders of the Company
generally. In the case of any stock split or reverse stock split,
if no
action is taken by the Committee, the proportionate adjustments
contemplated by Section 9(a) above shall nevertheless be
made.
|
| (c) |
Automatic
Acceleration of Awards
.
Upon a Change in Control of the Company, each Stock Option and Stock
Appreciation Right then outstanding shall become fully vested and
all
Restricted Stock Awards then outstanding shall fully vest free of
restrictions.
|
10.
MISCELLANEOUS
PROVISIONS
.
| (a) |
Compliance
with Laws
.
This Plan, the granting and vesting of Awards under this Plan, the
offer,
issuance and delivery of shares of Common Stock, the acceptance of
promissory notes and/or the payment of money under this Plan or under
Awards are subject to all applicable federal and state laws, rules
and
regulations (including, but not limited to, state and federal securities
laws) and to such approvals by any listing, regulatory or governmental
authority as may, in the opinion of securities law counsel for the
Company, be necessary or advisable in connection therewith. The person
acquiring any securities under this Plan will, if requested by the
Company, provide such assurances and representations to the Company
as may
be deemed necessary or desirable to assure compliance with all applicable
legal and accounting requirements.
|
| (b) |
Claims.
No
person shall have any claim or rights to an Award (or additional
Awards,
as the case may be) under this Plan, subject to any express contractual
rights to the contrary (set forth in a document other than this
Plan).
|
| (c) |
No
Employment/Service Contract
.
Nothing contained in this Plan (or in any other documents under this
Plan
or in any Award Agreement) shall confer upon any Participant any
right to
continue in the employ or other service of the Company, constitute
any
contract or agreement of employment or other service or affect an
Employee’s status as an employee-at-will, nor interfere in any way with
the right of the Company to change a Participant’s compensation or other
benefits, or terminate his or her employment or other service, with
or
without cause. Nothing in this Section 10(c), however, is intended to
adversely affect any express independent right of such Participant
under a
separate employment or service contract other than an Award
Agreement.
|
| (d) |
Plan
Not Funded.
Awards payable under this Plan shall be payable in shares of Common
Stock
or from the general assets of the Company. No Participant, beneficiary
or
other person shall have any right, title or interest in any fund
or in any
specific asset (including shares of Common Stock, except as expressly
provided otherwise) of the Company by reason of any Award hereunder.
Neither the provisions of this Plan (or of any related documents),
nor the
creation or adoption of this Plan, nor any action taken pursuant
to the
provisions of this Plan shall create, or be construed to create,
a trust
of any kind or a fiduciary relationship between the Company and any
Participant, beneficiary or other person. To the extent that a
Participant, beneficiary or other person acquires a right to receive
payment pursuant to any Award hereunder, such right shall be no greater
than the right of any unsecured general creditor of the
Company.
|
| (e) |
Tax
Withholding
.
Upon any exercise, vesting, or payment of any Award, or upon the
disposition of shares of Common Stock acquired pursuant to the exercise
of
an Incentive Stock Option prior to satisfaction of the
|
holding
period requirements of Section 422 of the Code, the Company shall have the
right, at its option, to:
|
(i)
|
require
the Participant (or the Participant’s personal representative or
beneficiary, as the case may be) to pay or provide for payment of
at least
the minimum amount of any taxes which the Company may be required
to
withhold with respect to such Award or payment;
or
|
|
(ii)
|
deduct
from any amount otherwise payable in cash to the Participant (or
the
Participant’s personal representative or beneficiary, as the case may be)
the minimum amount of any taxes which the Company may be required
to
withhold with respect to such cash
payment.
|
In
any
case where a tax is required to be withheld in connection with the delivery
of
shares of Common Stock under this Plan, the Committee may, in its sole
discretion (subject to Section 10(a)) grant (either at the time of the Award
or
thereafter) to the Participant the right to elect, pursuant to such rules and
subject to such conditions as the Committee may establish, to have the Company
reduce the number of shares to be delivered by the number of shares necessary
to
satisfy the minimum applicable withholding obligation on exercise, vesting
or
payment, valued in a consistent manner at their Fair Market Value. In no event
shall the shares withheld exceed the minimum whole number of shares required
for
tax withholding under applicable law. The Company may, with the Committee’s
approval, accept one or more promissory notes from any Participant in connection
with taxes required to be withheld upon the exercise, vesting or payment of
any
Award under this Plan; provided, however, that any such note shall be subject
to
terms and conditions established by the Committee and the requirements of
applicable law.
| (f) |
Effective
Date, Termination and Suspension, Amendments
.
This Plan is effective upon receipt of shareholder approval. Unless
earlier terminated by the Board, this Plan shall terminate at the
close of
business on the day before the tenth anniversary of the effective
date.
After the termination of this Plan either upon such stated expiration
date
or its earlier termination by the Board, no additional Awards may
be
granted under this Plan, but previously granted Awards (and the authority
of the Committee with respect thereto, including the authority to
amend
such Awards) shall remain outstanding in accordance with their applicable
terms and conditions and the terms and conditions of this
Plan.
|
|
(i)
|
Termination;
Amendment.
Subject to applicable laws and regulations, the Board of Directors
may, at
any time, terminate or, from time to time, amend, modify or suspend
this
Plan, in whole or in part; provided, however, that no amendment may
have
the effect of repricing Options. No Awards may be granted during
any
period that the Board of Directors suspends this
Plan.
|
|
(ii)
|
Stockholder
Approval.
Any amendment to this Plan shall be subject to stockholder approval
to the
extent then required by applicable law or any applicable listing
agency or
required under Sections 162, 422 or 424 of the Code to preserve the
intended tax consequences of this Plan, or deemed necessary or advisable
by the Board.
|
|
(iii)
|
Limitations
on Amendments to Plan and Awards
.
No amendment, suspension or termination of this Plan or change affecting
any outstanding Award shall, without the written consent of the
Participant, affect in any manner materially adverse to the Participant
any rights or benefits of the Participant or obligations of the Company
under any Award granted under this Plan prior to the effective date
of
such change. Changes, settlements and other actions contemplated
by
Section 9 shall not be deemed to constitute changes or amendments for
purposes of this
Section 10(f).
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| (g) |
Governing
Law; Compliance with Regulations; Construction;
Severability.
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|
(i)
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Governing
Law
.
This Plan, the Awards, all documents evidencing Awards and all other
related documents shall be governed by, and construed in accordance
with,
the laws of the State of New York, except to the extent that federal
law
shall apply.
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|
(ii)
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Severability.
If
a court of competent jurisdiction holds any provision invalid and
unenforceable, the remaining provisions of this Plan shall continue
in
effect.
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(iii)
|
Plan
Construction; Rule 16b-3
.
It is the intent of the Company that the Awards and transactions
permitted
by Awards be interpreted in a manner that, in the case of Participants
who
are or may be subject to Section 16 of the Exchange Act, qualify,
to the
maximum extent compatible with the express terms of the Award, for
exemption from matching liability under Rule 16b-3 promulgated under
the
Exchange Act. Notwithstanding the foregoing, the Company shall have
no
liability to any Participant for Section 16 consequences of Awards
or
events affecting Awards if an Award or event does not so
qualify.
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| (h) |
Captions.
Captions and headings are given to the sections and subsections of
this
Plan solely as a convenience to facilitate reference. Such headings
shall
not be deemed in any way material or relevant to the construction
or
interpretation of this Plan or any provision
thereof.
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| (i) |
Non-Exclusivity
of Plan
.
Nothing in this Plan shall limit or be deemed to limit the authority
of
the Board of Directors or the Committee to grant Awards or authorize
any
other compensation, with or without reference to the Common Stock,
under
any other plan or authority.
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