UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): June 12, 2006
BRIDGE
BANCORP, INC.
(Exact
name of the registrant as specified in its charter)
|
New
York
|
000-18546
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11-2934195
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
|
2200
Montauk Highway
Bridgehampton,
New York
|
|
11932
|
|
(Address
of principal executive offices)
|
|
(Zip
Code)
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(631)
537-1000
(Registrant’s
telephone number)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (See General Instruction A.2. below):
| 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-4c under the Exchange Act (17
CFR
240.13e-4c) |
Item 1.01 Entry
Into a Material Definitive Agreement
See
the
disclosure under Item 5.02(c) for information regarding the Company’s entry into
an employment agreement with its newly appointed Chief Operating
Officer.
Item
5.02
Departure of Directors or Principal Officers; Election of Directors; Appointment
of Principal Officers
(c) The
Company
announced today that effective June 26, 2006, Howard H. Nolan has been
appointed
Senior Executive Vice President and Chief Operating Officer. Mr. Nolan
is
currently a member of the Company’s board of directors, and will continue as a
director, but will discontinue his service as a member of the Company’s audit
committee.
For
the past
five years, Mr. Nolan served as the Vice President, Finance of Gentiva
Health
Services, In., in Melville, New York, the nation’s largest home health services
provider. He was appointed Treasurer of Gentiva in 2006. Mr. Nolan is 45
years
of age. There have been no transactions since the beginning of the Company’s
last fiscal year between the Company (or its subsidiary, Bridgehampton
National
Bank) and Mr. Nolan of a nature reportable pursuant to Section 404(a) of
SEC
Regulation S-K.
Mr.
Nolan
will be employed pursuant to the terms of an employment agreement, which
has a
three-year term, subject to extension by the Company. Mr. Nolan’s annual
base salary under the agreement is $200,000, which may be increased but
not
decreased. If Mr. Nolan’s employment is terminated other than for cause, or if
Mr. Nolan voluntarily resigns from his employment based on certain constructive
termination events (e.g., a material change in functions, duties or
responsibilities; a material breach of the agreement; the failure to appoint
the
executive as Senior Executive Vice President and Chief Operating Officer
and a
director; the relocation executive’s principal place of employment), he is
entitled to a lump sum cash severance payment equal to between six and
eighteen
months of base salary, and to the continuation of health benefits for between
six and eighteen months. Upon a change in control of the Company, Mr. Nolan
is
entitled to a lump sum cash payment equal to three times his average annual
total compensation, and the continuation of health benefits for three years,
subject to reduction, if necessary to avoid an excess parachute payment
under
Section 280G of the Internal Revenue Code. If Mr. Nolan is disabled during
the
term of the agreement, he is entitled to a supplemental payment from the
Company, for twenty four months, in an amount necessary to provide him
with an
aggregate payment, taking into account any payment under Company provided
disability insurance, equal to his base salary. If Mr. Nolan’s employment is
terminated for cause, there is no further financial obligation on the
Company.
The
press
release announcing the appointment of Mr. Nolan is attached to this
Current Report on Form 8-K as Exhibit 99.1.
Item
9.01 Financial Statements and
Exhibits
| (a) |
Financial
statements of business
acquired.
|
Not
applicable.
| (b) |
Pro
forma financial information.
|
Not
applicable.
| (c) |
Shell
company
transactions.
|
Not
applicable.
Attached
as Exhibit 99.1 is the Company’s press release dated June 12,
2006.
EXHIBIT
INDEX
99.1
Press release titled,
“The
Bridgehampton National Bank Announces Chief Operating Officer Howard
H.
Nolan is Appointed Senior Executive Vice President and COO,”
Dated
June 12, 2006.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Bridge
Bancorp, Inc. |
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| Date: June
12, 2006 |
By: |
/s/ Thomas
J. Tobin |
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|
| |
Chief
Executive Officer |