UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of report (Date of earliest event reported) – December 15, 2008 |
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The First of Long Island Corporation |
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(Exact Name of Registrant as Specified in Charter) |
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New York |
0-12220 |
11-2672906 |
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(State or Other Jurisdiction |
(Commission |
(IRS Employer |
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of Incorporation) |
File Number) |
Identification No.) |
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10 Glen Head Road, Glen Head, New York |
11545 |
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(Address of Principal Executive Offices) |
(Zip Code) |
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Registrant’s telephone number, including area code - (516) 671-4900 |
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Not Applicable |
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(Former Name or Former Address, if Changed Since Last Report) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Amendments to Employment Agreements, 1996 Stock Option and Appreciation Rights Plan, 2006 Stock Compensation Plan, and Supplemental Executive Retirement Program
Between December 15, 2008 and December 19, 2008, each employment agreement that the First of Long Island Corporation has with an executive officer was amended so as to comply with the requirements of Section 409A of the Internal Revenue Code (“Section 409A”) and the related implementing regulations. Each of these amendments, which are furnished as Exhibits 10.1 through 10.7 of this Form 8-K filing, provide that any termination payment becoming due under the employment agreement shall not be paid until the expiration of a period of six months after termination of employment and, for each employment agreement that contains a provision for the payment of legal expenses, include non-substantive language changes utilizing the language of the pertinent regulation under Section 409A.
On December 15, 2008, Section 13 of the 1996 Stock Option and Appreciation Rights Plan (the “1996 Plan”) and Section 8 of the 2006 Stock Compensation Plan (the “2006 Plan”) were amended to provide that no stock-based award will be modified, extended, or renewed if such action would result in a violation of Section 409A. In addition, Section 10.7 of the 2006 Plan was amended to provide that dividends paid on restricted stock, if any, and dividend equivalents paid on restricted stock units (“RSUs”), if any, would be structured by the Compensation Committee in such manner as to avoid a violation of Section 409A. Also, Section 13.1 of the 2006 Plan was amended to provide that the payment of RSUs upon death of the recipient shall be made pursuant to the terms of the RSU Award Agreement. The amendments to the 1996 and 2006 Plans are furnished as Exhibits 10.8 and 10.9, respectively, to this Form 8-K filing.
On December 15, 2008, the Supplemental Executive Retirement Program (“SERP”) was amended to terminate Plan “A” under which no benefits have been accrued to any participant and Plan “B” was amended by the deletion from Section 4.1(b) of a provision which allowed participants to consent to contribution dates later than those specified in such Section and by the addition of Section 5.1(d) which established fixed times for tax withholdings. The amendment to the SERP is furnished as Exhibit 10.10 to this Form 8-K filing.
Item 9.01 Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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The First of Long Island Corporation |
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(Registrant) |
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Date: December 19, 2008 |
By: /s/ Mark D. Curtis |
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Mark D. Curtis |
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Senior Vice President & Treasurer |
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(principal accounting & financial officer) |
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Exhibit 10.1 |
Amendment to Employment Agreement between Registrant and Michael N. Vittorio dated January 3, 2005 |
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(THE FIRST OF LONG ISLAND CORPORATION LETTERHEAD) |
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December 15, 2008
Mr. Michael N. Vittorio
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Re: |
Letter Employment Agreement dated January 3, 2005 (the “Agreement”) |
Dear Mr. Vittorio:
This will serve to confirm that we have agreed to amend the captioned Agreement in the following respects:
1. The phrase “and within ten (10) days after” is hereby deleted from the first paragraph of Section 4(A) of the Agreement.
2. The following paragraph “F” is hereby added to Section 4 of the Agreement:
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“F. In the event that you shall become entitled to a Termination Payment pursuant to Section 4(A)(i) or Section 4(A)(ii) hereof, such payment shall be made to you within ten (10) days after the expiration of a period of six (6) months measured from the termination of your employment or your resignation, as the case may be. Subject to the foregoing limitation, the date of payment shall be determined by FLIC in its sole discretion.” |
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3. The following paragraphs “E” and “F” are hereby added to Section 7 of the Agreement: |
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“E. “Termination” shall mean a separation from service, within the meaning of Internal Revenue Code Section 409A, (i) which results from a decision of the Bank to terminate your employment and (ii) by reason of which each of us anticipates that no further services will be provided by you hereunder subsequent to the effective date thereof.” |
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“F. “Resignation” shall mean a separation from service, within the meaning of Internal Revenue Code Section 409A, (i) which results from a decision by you to resign your employment (including resignation for Good Reason) and (ii) by reason of which each of us anticipates that no further services will be provided by you hereunder subsequent to the effective date thereof.” |
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4. The following paragraph is hereby added to Section 11.1 of the Agreement: |
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“The obligation of FLIC to pay such costs and expenses shall cease upon the date of entry of a final non-appealable judgment or other final determination in such proceeding and FLIC shall have no obligation to pay any costs or expenses incurred after that date. The amount of such costs and expenses which may become eligible for |
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payment to you during each of your taxable years (which shall be presumed to be the calendar year, unless you notify FLIC to the contrary in writing) shall not affect the costs and expenses eligible for reimbursement in any other taxable year. In no event shall such costs and expenses be paid to you later than the last day of your taxable year following the taxable year in which such cost or expense was incurred. The right to payment of such costs and expenses is not subject to liquidation or exchange for any other benefit.” |
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Please confirm that the foregoing accurately sets forth our understanding by signing and returning the enclosed copy of this letter. The Agreement will thereupon be deemed amended in the foregoing respects. |
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Very truly yours, |
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THE FIRST OF LONG ISLAND CORPORATION |
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By: |
/s/ALLEN E. BUSCHING |
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COMPENSATION COMMITTEE CHAIR |
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Accepted and Agreed this |
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15 TH day of December 2008 |
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/s/MICHAEL N. VITTORIO |
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MICHAEL N. VITTORIO |
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Exhibit 10.2 |
Amendment to Employment Agreement between Registrant and Sallyanne K. Ballweg dated December 13, 2007 |
(THE FIRST OF LONG ISLAND CORPORATION LETTERHEAD)
December 15, 2008
Ms. Sallyanne K. Ballweg
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Re: |
Letter Employment Agreement dated December 13, 2007 (the “Agreement”) |
Dear Ms. Ballweg:
This will serve to confirm that we have agreed to amend the captioned Agreement in the following respects:
1. The phrase “and within ten (10) days after” is hereby deleted from the first paragraph of Section 4.1 of the Agreement.
2. The following Section 4.4 is hereby added to the Agreement:
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“4.4. In the event that you shall become entitled to a Termination Payment pursuant to Section 4.1 or Section 4.2 hereof, such payment shall be made to you within ten (10) days after the expiration of a period of six (6) months measured from the termination of your employment or your resignation, as the case may be. Subject to the foregoing limitation, the date of payment shall be determined by FLIC in its sole discretion.” |
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3. The following paragraphs “F” and “G” are hereby added to Section 7 of the Agreement: |
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“F. “Termination” shall mean a separation from service, within the meaning of Internal Revenue Code Section 409A, (i) which results from a decision of the Bank to terminate your employment and (ii) by reason of which each of us anticipates that no further services will be provided by you hereunder subsequent to the effective date thereof.” |
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“G. “Resignation” shall mean a separation from service, within the meaning of Internal Revenue Code Section 409A, (i) which results from a decision by you to resign your employment (including resignation for Good Reason) and (ii) by reason of which each of us anticipates that no further services will be provided by you hereunder subsequent to the effective date thereof.” |
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Please confirm that the foregoing accurately sets forth our understanding by signing and returning the enclosed copy of this letter. The Agreement will thereupon be deemed amended in the foregoing respects. |
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Very truly yours, |
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THE FIRST OF LONG ISLAND CORPORATION |
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By: |
/s/MICHAEL N. VITTORIO |
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MICHAEL N. VITTORIO |
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CHIEF EXECUTIVE OFFICER |
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Accepted and Agreed this |
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19 th day of December 2008 |
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/s/SALLYANNE K. BALLWEG |
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SALLYANNE K. BALLWEG |
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Exhibit 10.3 |
Amendment to Employment Agreement between Registrant and Donald L. Manfredonia dated January 1, 2002 |
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(THE FIRST OF LONG ISLAND CORPORATION LETTERHEAD) |
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December 15, 2008 |
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Mr. Donald M. Manfredonia
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Re: |
Letter Employment Agreement dated January 1, 2002 (the “Agreement”) |
Dear Mr. Manfredonia:
This will serve to confirm that we have agreed to amend the captioned Agreement in the following respects:
1. The phrase “and within ten (10) days after” is hereby deleted from the first paragraph of Section 4(A) of the Agreement.
2. The following paragraph “D” is hereby added to Section 4 of the Agreement:
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“D. In the event that you shall become entitled to a Termination Payment pursuant to Section 4(A) or Section 4(B) hereof, such payment shall be made to you within ten (10) days after the expiration of a period of six (6) months measured from the termination of your employment or your resignation, as the case may be. Subject to the foregoing limitation, the date of payment shall be determined by FLIC in its sole discretion.” |
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3. The following paragraphs “E” and “F” are hereby added to Section 7 of the Agreement: |
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“E. “Termination” shall mean a separation from service, within the meaning of Internal Revenue Code Section 409A, (i) which results from a decision of the Bank to terminate your employment and (ii) by reason of which each of us anticipates that no further services will be provided by you hereunder subsequent to the effective date thereof.” |
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“F. “Resignation” shall mean a separation from service, within the meaning of Internal Revenue Code Section 409A, (i) which results from a decision by you to resign your employment (including resignation for Good Reason) and (ii) by reason of which each of us anticipates that no further services will be provided by you hereunder subsequent to the effective date thereof.” |
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4. The following paragraph is hereby added to Section 10.1 of the Agreement: |
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“The obligation of FLIC to pay such costs and expenses shall cease upon the date of entry of a final non-appealable judgment or other final determination in such proceeding and FLIC shall have no obligation to pay any costs or expenses incurred after that date. The amount of such costs and expenses which may become eligible for |
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payment to you during each of your taxable years (which shall be presumed to be the calendar year, unless you notify FLIC to the contrary in writing) shall not affect the costs and expenses eligible for reimbursement in any other taxable year. In no event shall such costs and expenses be paid to you later than the last day of your taxable year following the taxable year in which such cost or expense was incurred. The right to payment of such costs and expenses is not subject to liquidation or exchange for any other benefit.” |
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Please confirm that the foregoing accurately sets forth our understanding by signing and returning the enclosed copy of this letter. The Agreement will thereupon be deemed amended in the foregoing respects.
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Very truly yours, |
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THE FIRST OF LONG ISLAND CORPORATION |
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By: |
/s/MICHAEL N. VITTORIO |
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MICHAEL N. VITTORIO |
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CHIEF EXECUTIVE OFFICER |
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Accepted and Agreed this |
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16 th day of December 2008 |
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/s/DONALD L. MANFREDONIA |
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DONALD L. MANFREDONIA |
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Exhibit 10.4 |
Amendment to Employment Agreement between Registrant and Mark D. Curtis dated January 1, 2005 |
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(THE FIRST OF LONG ISLAND CORPORATION LETTERHEAD) |
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December 15, 2008 |
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Mr. Mark D. Curtis
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Re: |
Letter Employment Agreement dated January 1, 2005 (the “Agreement”) |
Dear Mr. Curtis:
This will serve to confirm that we have agreed to amend the captioned Agreement in the following respects:
1. The phrase “and within ten (10) days after” is hereby deleted from the first paragraph of Section 4(A) of the Agreement.
2. The following paragraph “D” is hereby added to Section 4 of the Agreement:
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“D. In the event that you shall become entitled to a Termination Payment pursuant to Section 4(A) or Section 4(B) hereof, such payment shall be made to you within ten (10) days after the expiration of a period of six (6) months measured from the termination of your employment or your resignation, as the case may be. Subject to the foregoing limitation, the date of payment shall be determined by FLIC in its sole discretion.” |
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3. The following paragraphs “E” and “F” are hereby added to Section 7 of the Agreement: |
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“E. “Termination” shall mean a separation from service, within the meaning of Internal Revenue Code Section 409A, (i) which results from a decision of the Bank to terminate your employment and (ii) by reason of which each of us anticipates that no further services will be provided by you hereunder subsequent to the effective date thereof.” |
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“F. “Resignation” shall mean a separation from service, within the meaning of Internal Revenue Code Section 409A, (i) which results from a decision by you to resign your employment (including resignation for Good Reason) and (ii) by reason of which each of us anticipates that no further services will be provided by you hereunder subsequent to the effective date thereof.” |
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4. The following paragraph is hereby added to Section 11.1 of the Agreement: |
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“The obligation of FLIC to pay such costs and expenses shall cease upon the date of entry of a final non-appealable judgment or other final determination in such proceeding and FLIC shall have no obligation to pay any costs or expenses incurred after that date. The amount of such costs and expenses which may become eligible for |
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payment to you during each of your taxable years (which shall be presumed to be the calendar year, unless you notify FLIC to the contrary in writing) shall not affect the costs and expenses eligible for reimbursement in any other taxable year. In no event shall such costs and expenses be paid to you later than the last day of your taxable year following the taxable year in which such cost or expense was incurred. The right to payment of such costs and expenses is not subject to liquidation or exchange for any other benefit.” |
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Please confirm that the foregoing accurately sets forth our understanding by signing and returning the enclosed copy of this letter. The Agreement will thereupon be deemed amended in the foregoing respects.
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Very truly yours, |
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THE FIRST OF LONG ISLAND CORPORATION |
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By: |
/s/MICHAEL N. VITTORIO |
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MICHAEL N. VITTORIO |
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CHIEF EXECUTIVE OFFICER |
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Accepted and Agreed this |
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16 TH day of December 2008 |
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/s/MARK D. CURTIS |
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MARK D. CURTIS |
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Exhibit 10.5 |
Amendment to Employment Agreement between Registrant and Richard Kick dated January 1, 2005 |
(THE FIRST OF LONG ISLAND CORPORATION LETTERHEAD)
December 15, 2008
Mr. RICHARD KICK
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Re: |
Letter Employment Agreement dated January 1, 2005 (the “Agreement”) |
Dear Mr. Kick:
This will serve to confirm that we have agreed to amend the captioned Agreement in the following respects:
1. The phrase “and within ten (10) days after” is hereby deleted from the first paragraph of Section 4(A) of the Agreement.
2. The following paragraph “D” is hereby added to Section 4 of the Agreement:
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“D. In the event that you shall become entitled to a Termination Payment pursuant to Section 4(A) or Section 4(B) hereof, such payment shall be made to you within ten (10) days after the expiration of a period of six (6) months measured from the termination of your employment or your resignation, as the case may be. Subject to the foregoing limitation, the date of payment shall be determined by FLIC in its sole discretion.” |
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3. The following paragraphs “E” and “F” are hereby added to Section 7 of the Agreement:
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“E. “Termination” shall mean a separation from service, within the meaning of Internal Revenue Code Section 409A, (i) which results from a decision of the Bank to terminate your employment and (ii) by reason of which each of us anticipates that no further services will be provided by you hereunder subsequent to the effective date thereof.” |
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“F. “Resignation” shall mean a separation from service, within the meaning of Internal Revenue Code Section 409A, (i) which results from a decision by you to resign your employment (including resignation for Good Reason) and (ii) by reason of which each of us anticipates that no further services will be provided by you hereunder subsequent to the effective date thereof.” |
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4. The following paragraph is hereby added to Section 11.1 of the Agreement:
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“The obligation of FLIC to pay such costs and expenses shall cease upon the date of entry of a final non-appealable judgment or other final determination in such proceeding and FLIC shall have no obligation to pay any costs or expenses incurred after that date. The amount of such costs and expenses which may become eligible for |
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payment to you during each of your taxable years (which shall be presumed to be the calendar year, unless you notify FLIC to the contrary in writing) shall not affect the costs and expenses eligible for reimbursement in any other taxable year. In no event shall such costs and expenses be paid to you later than the last day of your taxable year following the taxable year in which such cost or expense was incurred. The right to payment of such costs and expenses is not subject to liquidation or exchange for any other benefit.” |
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Please confirm that the foregoing accurately sets forth our understanding by signing and returning the enclosed copy of this letter. The Agreement will thereupon be deemed amended in the foregoing respects.
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Very truly yours, |
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THE FIRST OF LONG ISLAND CORPORATION |
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By: |
/s/MICHAEL N. VITTORIO |
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MICHAEL N. VITTORIO |
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CHIEF EXECUTIVE OFFICER |
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Accepted and Agreed this |
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16 th day of December 2008 |
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/s/RICHARD KICK |
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RICHARD KICK |
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Exhibit 10.6 |
Amendment to Employment Agreement between Registrant and Brian J. Keeney dated January 1, 2005 |
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(THE FIRST OF LONG ISLAND CORPORATION LETTERHEAD) |
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December 15, 2008 |
Mr. Brian J. Keeney
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Re: |
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Letter Employment Agreement dated January 1, 2005 (the “Agreement”) |
Dear Mr. Keeney:
This will serve to confirm that we have agreed to amend the captioned Agreement in the following respects:
1. The phrase “and within ten (10) days after” is hereby deleted from the first paragraph of Section 4(A) of the Agreement.
2. The following paragraph “D” is hereby added to Section 4 of the Agreement:
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“D. In the event that you shall become entitled to a Termination Payment pursuant to Section 4(A) or Section 4(B) hereof, such payment shall be made to you within ten (10) days after the expiration of a period of six (6) months measured from the termination of your employment or your resignation, as the case may be. Subject to the foregoing limitation, the date of payment shall be determined by FLIC in its sole discretion.” |
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3. The following paragraphs “E” and “F” are hereby added to Section 7 of the Agreement: |
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“E. “Termination” shall mean a separation from service, within the meaning of Internal Revenue Code Section 409A, (i) which results from a decision of the Bank to terminate your employment and (ii) by reason of which each of us anticipates that no further services will be provided by you hereunder subsequent to the effective date thereof.” |
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“F. “Resignation” shall mean a separation from service, within the meaning of Internal Revenue Code Section 409A, (i) which results from a decision by you to resign your employment (including resignation for Good Reason) and (ii) by reason of which each of us anticipates that no further services will be provided by you hereunder subsequent to the effective date thereof.” |
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4. The following paragraph is hereby added to Section 11.1 of the Agreement: |
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“The obligation of FLIC to pay such costs and expenses shall cease upon the date of entry of a final non-appealable judgment or other final determination in such proceeding and FLIC shall have no obligation to pay any costs or expenses incurred after that date. The amount of such costs and expenses which may become eligible for |
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payment to you during each of your taxable years (which shall be presumed to be the calendar year, unless you notify FLIC to the contrary in writing) shall not affect the costs and expenses eligible for reimbursement in any other taxable year. In no event shall such costs and expenses be paid to you later than the last day of your taxable year following the taxable year in which such cost or expense was incurred. The right to payment of such costs and expenses is not subject to liquidation or exchange for any other benefit.” |
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Please confirm that the foregoing accurately sets forth our understanding by signing and returning the enclosed copy of this letter. The Agreement will thereupon be deemed amended in the foregoing respects. |
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Very truly yours, |
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THE FIRST OF LONG ISLAND CORPORATION |
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By: |
/s/MICHAEL N. VITTORIO |
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MICHAEL N. VITTORIO |
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CHIEF EXECUTIVE OFFICER |
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Accepted and Agreed this
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/s/BRIAN J. KEENEY |
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BRIAN J. KEENEY |
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Exhibit 10.7 |
Amendment to Employment Agreement between Registrant and John Grasso dated January 1, 2007 |
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(THE FIRST OF LONG ISLAND CORPORATION LETTERHEAD) |
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December 15, 2008 |
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Mr. John Grasso
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Re: |
Letter Employment Agreement dated January 1, 2007 (the “Agreement”) |
Dear Mr. Grasso:
This will serve to confirm that we have agreed to amend the captioned Agreement in the following respects:
1. The phrase “and within ten (10) days after” is hereby deleted from the first paragraph of Section 4(A) of the Agreement.
2. The following paragraph “D” is hereby added to Section 4 of the Agreement:
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“F. In the event that you shall become entitled to a Termination Payment pursuant to Section 4(A)(i) or Section 4(A)(ii) hereof, such payment shall be made to you within ten (10) days after the expiration of a period of six (6) months measured from the termination of your employment or your resignation, as the case may be. Subject to the foregoing limitation, the date of payment shall be determined by FLIC in its sole discretion.” |
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3. The following paragraphs “E” and “F” are hereby added to Section 7 of the Agreement: |
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“E. “Termination” shall mean a separation from service, within the meaning of Internal Revenue Code Section 409A, (i) which results from a decision of the Bank to terminate your employment and (ii) by reason of which each of us anticipates that no further services will be provided by you hereunder subsequent to the effective date thereof.” |
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“F. “Resignation” shall mean a separation from service, within the meaning of Internal Revenue Code Section 409A, (i) which results from a decision by you to resign your employment (including resignation for Good Reason) and (ii) by reason of which each of us anticipates that no further services will be provided by you hereunder subsequent to the effective date thereof.” |
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Please confirm that the foregoing accurately sets forth our understanding by signing and returning the enclosed copy of this letter. The Agreement will thereupon be deemed amended in the foregoing respects.
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Very truly yours, |
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THE FIRST OF LONG ISLAND CORPORATION |
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By: |
/s/MICHAEL N. VITTORIO |
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MICHAEL N. VITTORIO |
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CHIEF EXECUTIVE OFFICER |
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Accepted and Agreed this |
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17 th day of December 2008 |
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/s/JOHN GRASSO |
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JOHN GRASSO |
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Exhibit 10.8 |
Amendment to 1996 Stock Option and Appreciation Rights Plan |
AMENDMENT TO 1996 STOCK
OPTION AND
APPRECIATION RIGHTS PLAN (THE “PLAN”)
On December 15, 2008, the Board of Directors of the Corporation approved the following amendment to The Plan:
The last sentence of Section 13 was amended by the insertion of “(i)” prior to the words “no modification” and by the addition of the following at the end of such sentence: “and (ii) no Option or Appreciation Right shall be modified, extended or renewed if such modification, extension or renewal would result in a violation of Section 409A of the Code.”
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Exhibit 10.9 |
Amendment to 2006 Stock Compensation Plan |
AMENDMENT TO 2006 STOCK
COMPENSATION PLAN (THE “PLAN”)
On December 15, 2008, the Board of Directors of the Corporation approved the following amendment to The Plan:
(i) The last sentence of Section 8.1 was amended by the insertion of “(i)” prior to the words “no modification” and by the addition of the following at the end of that sentence: “and (ii) no Option or Stock Appreciation Right shall be modified, extended or renewed if such modification, extension or renewal would result in a violation of Section 409A of the Code.”
(ii) Section 10.7 was amended by the addition of the following sentence at the end thereof: “In no event shall the Committee make any determination, or take any action, under this Section 10.7 which would result in a violation of Section 409A of the Code.”
(iii) The last sentence of Section 13.1 was amended by the deletion of the words “rules adopted by the Committee” and the substitution of the following therefor: “the terms of the applicable Award Agreement.”
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Exhibit 10.10 |
Amendment to Supplemental Executive Retirement Program |
AMENDMENT
TO SUPPLEMENTAL
EXECUTIVE RETIREMENT PROGRAM (the “SERP”)
On December 15, 2008, the Board of Directors of the Corporation approved the following amendment to the SERP:
(i) The last sentence of Section 4.1(b) of the SERP was amended by the insertion of a period after the word “thereafter” and the deletion of the language in parentheses (“or such later date as the affected Participant may consent in writing”).
(ii) Article III (“Unfunded Plan A”) and all references thereto were deleted.
(iii) The following paragraph “d” was added to Article V, Section 5.1, of the SERP:
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“(d) Any income tax withholdings paid by the Bank on behalf of a Participant as a result of contributions to the SERP shall be paid at the time the contributions are made. In addition, any income tax withholdings paid by the Bank on behalf of a Participant as a result of payments made to the Participant to reimburse the Participant for the applicable income taxes on Trust earnings shall be paid at the time the reimbursement is made. |
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