New York
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001-32964
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11-2672906
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(IRS Employer
Identification No.)
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10 Glen Head Road
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Glen Head, New York
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11545
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(Address of principal executive offices)
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(Zip Code)
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c)
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Title of Each Class
Common stock, $.10 par value per share
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Trading Symbol
FLIC
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Name of each exchange on which registered
NASDAQ
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
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Item 9.01 |
Financial Statements and Exhibits
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The First of Long Island Corporation
(Registrant)
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By: /s/ Christopher Becker
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Christopher Becker
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President and Chief Executive Officer
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Dated: January 3, 2020
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(i)
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Cash Payment. The Bank shall pay the gross amount
of $865,262.32 (less legally required tax withholding and referred to as the “Cash Payment”), which represents the sum of: (1) two times
Executive’s base salary at the rate in effect immediately prior to the Retirement Date; and (2) an amount equal to the product of: (I) the reasonably estimated monthly cost of the medical, dental and vision insurance coverage maintained
by the Bank for Executive immediately prior to Executive’s Retirement Date, multiplied by (II) 24. The Cash Payment shall be paid to Executive in a cash lump sum on the Bank’s first payroll date after the later of: (1) Executive’s
Retirement Date; or (2) the 8th day after Executive’s execution of the Release.
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(ii)
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Automobile. Upon the later of: (1) Executive’s
Retirement Date; or (2) the 8th day after Executive’s execution of the Release, Executive shall become the sole owner of the automobile provided for his use by the Bank as of his Retirement Date (the “Automobile”). The Bank shall take all necessary actions to transfer the ownership of the Automobile to Executive, free and clear of all liens. The fair market value of
the Automobile, determined as of the Retirement Date, shall be reported as taxable compensation to Executive on a Form W-2, Wage and Tax Statement, and applicable withholding taxes shall be deducted by the Bank or the Company from the
Cash Payment.
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THE FIRST OF LONG ISLAND CORPORATION
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By: /s/ Christopher Becker | |
Name: Christopher Becker
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Title: President and Chief Executive Officer
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THE FIRST NATIONAL BANK OF LONG ISLAND
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By: /s/ Christopher Becker
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Name: Christopher Becker
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Title: President and Chief Executive Officer
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EXECUTIVE
Mark. D Curtis
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Job Title
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Age
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Selected
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Not Selected
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President and Chief Executive Officer
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54
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X
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Senior Executive Vice President and Chief Financial Officer
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65
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X
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Executive Vice President and Chief Risk Officer
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59
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X
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Executive Vice President and Commercial Banking Division Executive
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42
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X
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Executive Vice President and Senior Commercial Banking Officer
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59
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X
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Executive Vice President and Chief Credit Officer
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60
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X
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Executive Vice President and Branch Distribution Executive
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53
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X
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(i)
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Cash Payments. The Executive shall receive (x) a cash
payment of $667,751.20 (less legally required tax withholding), which represents the sum of: (1) two times Executive’s base salary at the rate in effect immediately prior the Retirement Date; and (2) an amount equal to the product of: (I)
the reasonably estimated monthly cost of the medical, dental and vision insurance coverage maintained by the Bank for Executive immediately prior to Executive’s Retirement Date, multiplied by (II) 24; plus (y) a cash payment of $263,065.28 (less legally required tax withholding)(these cash payments are referred to as the “Cash Payments”). The Cash Payments shall be paid to Executive in a cash lump sum on the Bank’s first payroll date after the later of: (1) Executive’s Retirement Date; or (2) the 8th day
after Executive’s execution of the Release.
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(ii)
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Automobile. Upon the later of: (1) Executive’s
Retirement Date; or (2) the 8th day after Executive’s execution of the Release, Executive shall become the sole owner of the automobile provided for his use by the Bank as of his Retirement Date (the “Automobile”). The Bank shall take all necessary actions to transfer the ownership of the Automobile to Executive, free and clear of all liens. The fair market value of
the Automobile, determined as of the Retirement Date, shall be reported as taxable compensation to Executive on a Form W-2, Wage and Tax Statement, and applicable withholding taxes shall be deducted by the Bank or the Company from the Cash
Payments.
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THE FIRST OF LONG ISLAND CORPORATION
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By: /s/ Christopher
Becker
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Name: Christopher Becker
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Title: President and Chief Executive Officer
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THE FIRST NATIONAL BANK OF LONG ISLAND
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By: /s/ Christopher Becker
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Name: Christopher Becker
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Title: President and Chief Executive Officer
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EXECUTIVE
/s/ Paul J. Daley
Paul J. Daley
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Job Title
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Age
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Selected
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Not Selected
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President and Chief Executive Officer
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54
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X
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Senior Executive Vice President and Chief Financial Officer
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65
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X
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Executive Vice President and Chief Risk Officer
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59
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X
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Executive Vice President and Commercial Banking Division Executive
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42
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X
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Executive Vice President and Senior Commercial Banking Officer
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59
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X
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Executive Vice President and Chief Credit Officer
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60
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X
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Executive Vice President and Branch Distribution Executive
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53
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X
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3.
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COMPENSATION, BENEFITS AND REIMBURSEMENT.
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4.
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TERMINATION AND COMPENSATION PAYABLE FOLLOWING TERMINATION.
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(A)
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The Board may terminate Executive’s employment at any time for any reason upon no less than 30 days’ written notice (a
termination “Without Cause”), and Executive may, by written notice to the Board, terminate his employment at any time within 90 days following
an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that FLIC shall have 30 days to
cure the “Good Reason” condition, but FLIC may waive its right to cure. Executive’s notice of termination With Good Reason shall notify the Company of the event that constitutes Good Reason.
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(B)
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“Good Reason” exists if, without Executive’s express written consent, any of the following occurs:
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(A)
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the failure to appoint Executive during the Employment Period to the Executive Position;
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(B)
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a reduction in Executive’s Base Salary;
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(C)
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the failure of the Bank to maintain Executive’s participation under the Bank’s employee benefit, retirement, or
material fringe benefit plans, policies, practices, or arrangements in which Executive participates. For this purpose, the Bank may eliminate and/or modify existing employee benefit, retirement, or fringe benefit plans and coverage
levels on a consistent and non-discriminatory basis applicable to all such executives; or
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(D)
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a relocation of Executive’s principal place of employment by more than 50 miles from Executive’s principal place of
employment as of the initial Effective Date of this Agreement.
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(i) |
Earned but Unpaid Compensation. FLIC shall pay Executive any
accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, and any vacation accrued to the date of termination in accordance with
the Bank’s personnel policies.
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(ii) |
Other Compensation and Benefits. Except as may be provided under
this Agreement,
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(A) |
any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements referred to in Section 3(b) and (c) above shall be determined
and paid in accordance with the terms of such plans, policies and arrangements, and
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(B) |
Executive shall have no right to receive any other compensation, or to participate in any other plan, arrangement or benefit, with respect to future periods
after such termination or resignation.
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(i) |
In addition to the compensation set forth in Section 4(g) above, Executive will receive the additional compensation and benefits set forth in this paragraph
(h), if the following requirements are met:
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(A) |
Executive’s employment is terminated pursuant to Section 4(f) above (Termination Without Cause or Termination for Good Reason), including a termination
following a Change in Control; and
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(B) |
Executive executes a release of his claims against the Bank, the Company and any affiliate, and their officers, directors, successors and assigns (the
“Release”), the form of which release is attached to this Agreement. The Release must be executed and become irrevocable by the 60th day following the date of Executive’s termination of employment; provided that if the 60 day period
spans two (2) calendar years, then, to the extent necessary to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”),
the payments and benefits described in this Section 4(h) will be paid, or commence, in the second calendar year.
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(ii) |
If Executive meets the requirements described in clause (i) above,
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(A) |
FLIC shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, a cash lump sum payment equal to the sum of:
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(ii) |
an amount equal to the product of: (I) the reasonably estimated monthly cost of the medical, dental and vision insurance coverage maintained by the Bank for
Executive immediately prior to Executive’s date of termination; multiplied by (II) twenty-four (24).
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5.
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CHANGE IN CONTROL.
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(A)
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Merger: The Bank or the
Company merges into or consolidates with another entity whereby the Bank or the Company is not the surviving entity, or the Bank or the Company merges another bank or corporation into the Bank or the Company, and as a result, less
than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company or the Bank immediately before the merger or
consolidation;
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(B)
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Acquisition of Significant Share
Ownership: There is filed, or is required to be filed, a report on Schedule 13D or another form or schedule (other than Schedule 13G) required under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as
amended, if the schedule discloses that the filing person or persons acting in concert has or have become the beneficial owner of 50% or more of a class of the Company’s or the Bank’s voting securities; provided, however, this clause
(B) shall not apply to beneficial ownership of the Company’s or the Bank’s voting shares held in a fiduciary capacity by an entity of which the Company directly or indirectly beneficially owns 50% or more of its outstanding voting
securities;
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(C)
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Change in Board Composition:
During any period of two (2) consecutive years, individuals who constitute the Company’s or the Bank’s Board of Directors at the beginning of the two-year period cease for any reason to constitute at least a majority of the Company’s
or the Bank’s Board of Directors; provided, however, that for purposes of this clause (C), each director who is first elected by the board (or first nominated by the board for election by the stockholders) by a vote of at least
two-thirds (2/3) of the directors who were directors at the beginning of the two-year period or who is appointed to the Board as the result of a directive, supervisory agreement or order issued by the primary federal regulator of the
Company or the Bank or by the Federal Deposit Insurance Corporation (“FDIC”) shall be deemed to have also been a director at the beginning of
such period; or
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(D)
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Sale of Assets: The
Company or the Bank sells to a third party all or substantially all of its assets.
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6.
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COVENANTS OF EXECUTIVE.
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(A)
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solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like
circumstances would expect) to have the effect of causing any officer or employee of FLIC, or any of its respective subsidiaries or affiliates, to terminate his or her employment with FLIC and/or accept employment with another
employer; or
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(B)
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become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, commercial bank, credit union, bank or bank holding company, any mortgage or loan
broker or any other entity (excluding not-for-profit entities other than credit unions) that competes with the business of FLIC or any of their direct or indirect subsidiaries or affiliates, or that has a headquarters, or one or more
offices, within New York City or in the Counties of Nassau or Suffolk, New York (the “Restricted Territory”); or
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(C)
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solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like
circumstances would expect) to have the effect of causing any customer of FLIC to terminate an existing business or commercial relationship with FLIC.
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7.
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EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS.
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8.
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NO ATTACHMENT; BINDING ON SUCCESSORS.
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9.
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MODIFICATION AND WAIVER.
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10.
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MISCELLANEOUS PROVISIONS.
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11.
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SEVERABILITY.
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12.
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GOVERNING LAW.
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13.
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ARBITRATION.
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14.
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NOTICE.
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To FLIC:
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The First of Long Island Corporation
10 Glen Head Road
Glen Head, New York 11545
Attn: Chairman of the Board
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To Executive:
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To the most recent address on file with the Bank.
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THE FIRST OF LONG ISLAND CORPORATION
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By: /s/ Christopher Becker
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Name: Christopher Becker
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Title: President and Chief Executive Officer
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THE FIRST NATIONAL BANK OF LONG ISLAND
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By: /s/ Christopher Becker
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Name: Christopher Becker
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Title: President and Chief Executive Officer
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EXECUTIVE
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/s/ Jay P. McConie
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Jay P. McConie | |
Job Title
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Age
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Selected
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Not Selected
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January 3, 2020
For Immediate Release
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For More Information Contact
Christopher Becker, President and CEO
(516) 671-4900 Ext. 7000
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January 3, 2020
For Immediate Release
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For More Information Contact
Christopher Becker, President and CEO
(516) 671-4900 Ext. 7000
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