EXHIBIT 10.11 - SPECIAL SEVERANCE AGREEMENT BETWEEN REGISTRANT AND
XXXXX X. XXXXXX
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THE FIRST OF LONG ISLAND CORPORATION
SPECIAL SEVERANCE AGREEMENT
AGREEMENT dated as of January 1, 2002 by and between THE FIRST OF LONG
ISLAND CORPORATION (hereinafter referred to as "FLIC") and XXXXX X. XXXXXX
(hereinafter referred to as the "Officer").
1. Term.
The term of this agreement shall be for a period of one (1) year commencing
on the date hereof. The term shall be automatically renewed for additional one
(1) year terms, unless the Board of Directors of FLIC chooses not to renew and
notifies Officer of such intention not to renew at least thirty (30) days prior
to the end of a term; provided, however, that FLIC may not decline to renew
during any period of time in which the Board of Directors is actively
negotiating a transaction the consummation of which would result in Officer
becoming entitled to a Termination Payment hereunder.
2. Termination Payment.
A. Officer will be entitled to a payment (the "Termination Payment")
equal to One Hundred Twenty Five Per Cent (125%) of his then current annual
base salary (the dollar amount so calculated being hereafter referred to as
the "Full Severance"), and FLIC shall make such Termination Payment to
Officer, in the event of the occurrence of any of the following:
(i) The employment of Officer is terminated by The First National
Bank Of Long Island ("FNBLI") within twenty-four months after a Change
Of Control Event (as hereinafter defined);
(ii) Officer resigns his employment with FNBLI for Good Reason
(as hereinafter defined) within twenty-four months after a Change of
Control Event; or
(iii) The employment of Officer is terminated by FNBLI within
twenty-four months after any entity, person or group shall have
acquired more than twenty per cent (20%) of the voting shares of FLIC
and, at the time of such termination, the Chief Executive Officer of
FNBLI serving in that capacity as of the first day of the term hereof,
or of the then current renewal term, as the case may be, shall have
ceased to be employed by FNBLI in such capacity.
B. Officer will be entitled to a Termination Payment equal to Sixty
Six and Two Thirds Per Cent (66 2/3%) of the Full Severance in the event
that Officer shall resign for any reason during the period beginning on the
thirty-first day after a Change of Control Event and ending on the sixtieth
day after such event.
C. In the event that Officer shall become entitled to a Termination
Payment pursuant to Section
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2(A) or 2(B) hereof, FLIC shall, at no cost to Officer, continue to provide
family medical and dental coverage to Officer for a period of twelve (12)
months after Officer ceases to be employed by FNBLI, on terms and
conditions substantially the same as FNBLI may, from time to time, make
available to its employees generally during such period; provided, however,
that the obligation of FLIC to provide such coverage shall cease on the
date when another employer makes substantially comparable coverage
available to Officer, regardless of whether the benefits made available by
such employer require a contribution on the part of Officer.
D. FLIC may elect to discharge its obligation to make the Termination
Payment and provide such insurance coverage by causing FNBLI, its wholly
owned subsidiary, to do so.
3. Non-Waiver.
The failure of Officer to resign upon the occurrence of a particular event
constituting Good Reason hereunder shall not bar the Officer from resigning upon
the subsequent occurrence of any other or further event constituting Good
Reason, and thereby becoming eligible to receive the Termination Payment,
provided that such resignation occurs within twenty-four months after a Change
of Control Event.
4. Ineligibility For Termination Payment.
Regardless of whether a Change of Control Event shall have occurred,
Officer shall not be entitled to any Termination Payment in the event that his
employment is terminated (i) by reason of his death, normal retirement or
disability, or (ii) by FNBLI for Cause (as hereinafter defined).
5. Definitions.
A. "Good Reason" for resignation by Officer of his employment shall
mean the occurrence (without the Officer's express written consent) of any
one of the following acts or omissions to act by FLIC or FNBLI:
(i) The assignment to Officer of any duties materially
inconsistent with the nature and status of his responsibilities
immediately prior to a Change of Control Event, or a substantial
adverse alteration in the nature or status of his responsibilities
from those in effect immediately prior to the Change of Control Event;
provided, however, that a redesignation of his title shall not in and
of itself constitute Good Reason if his overall duties and status
within FLIC and FNBLI are not substantially adversely affected.
(ii) A reduction in his annual base salary as in effect at the
time of a Change of Control Event. For purposes hereof, "annual base
salary" shall mean regular basic annual compensation prior to any
reduction therein under a salary reduction agreement pursuant to
Section 401(k) or Section 125 of the Internal Revenue Code and,
without limitation, shall exclude fees, bonuses, incentive awards or
similar payments.
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(iii) The failure by FLIC or FNBLI to pay Officer any portion of
his current compensation, or to pay him any portion of an installment
of a deferred compensation amount under any deferred compensation
program, within fourteen (14) days of the date such compensation is
due.
B. "Cause" shall mean any of the following:
(i) The willful and continued failure by Officer to substantially
perform his duties, as they may be defined by FLIC or FNBLI from time
to time, or to abide by the written policies of FLIC or FNBLI after a
written demand for substantial performance is delivered to him by the
Chief Executive Officer of FLIC or FNBLI, as the case may be, which
specifically identifies the manner in which he has failed
substantially to perform his duties or has failed to abide by such
written policies, and
(ii) The willful engaging by Officer in conduct which is
materially injurious to FLIC or FNBLI, monetarily or otherwise. For
the purpose of the preceding sentence, no act, or failure to act, on
the part of Officer shall be deemed "willful" unless done, or omitted
to be done, by him not in good faith and without reasonable belief
that his act, or failure to act, was in the best interest of FLIC or
FNBLI, as the case may be.
C. "Change of Control Event" shall mean the occurrence of any one of
the following:
(i) Continuing Outside Directors (as hereinafter defined) no
longer constitute at lease two-thirds (2/3) of Outside Directors (as
hereinafter defined) of FLIC;
(ii) There shall be consummated a merger or consolidation of
FLIC, unless at least two-thirds (2/3) of Continuing Outside Directors
are to continue to constitute at least two-thirds (2/3) of Continuing
Directors;
(iii) At least two-thirds (2/3) of Continuing Outside Directors
determine that action taken by stockholders constitutes a Change of
Control Event; or
(iv) FNBLI is no longer a wholly-owned subsidiary of FLIC.
D. "Continuing Outside Director" shall mean any individual who is not
an employee of FLIC or FNBLI and who (i) is a director of FLIC as of the
date hereof, (ii) prior to election as a director is nominated by at least
two-thirds (2/3) of the Continuing Outside Directors, or (iii) following
election as a director is designated a Continuing Outside Director by at
least two-thirds (2/3) of Continuing Outside Directors.
E. "Outside Director" shall mean an individual who is not an employee
of FLIC or FNBLI who is a director of FLIC.
6. Withholding Taxes; Other Deductions.
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FLIC and FNBLI shall have the right (i) to deduct from any payments due
under this Agreement amounts sufficient to cover withholding as required by law
for any federal, state or local taxes and any amounts due from the Officer to
FLIC or FNBLI and (ii) to take such other action as may be necessary to satisfy
any such withholding or other obligations, including but not limited to
withholding amounts equal to such taxes or obligations from any other amounts
due or to become due from FLIC or FNBLI to Officer.
7. Miscellaneous.
A. Prior Agreement Superseded. This Agreement supersedes and replaces
the Special Severance Agreement between FNBLI and Officer dated May 1,
2000.
B. Employment at Will. Nothing contained herein shall be construed as
an agreement that Officer will continue to be employed by FNBLI for any
particular period of time and the employment of Officer may be terminated
by FNBLI at any time.
C. Accrued Rights. The determination of the Board of Directors of FLIC
not to renew this Agreement shall not deprive Officer of any right that has
accrued to Officer during the term hereof by reason of the occurrence
during the term of this Agreement of an event described in Section "2"
hereof.
D. Notices. Any notices required to be given under this Agreement
shall be in writing and shall be sent by certified mail, return receipt
requested, to FLIC at 00 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxx Xxxx 00000,
Attention: Chief Executive Officer, and to Officer at his residence address
as reflected in the records of FLIC; or to such other address as either
party may designate by written notice to the other.
E. Controlling Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York applicable to
contracts made and to be performed therein.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
day and year first above written.
THE FIRST OF LONG ISLAND CORPORATION
By: /s/ J. Xxxxxxx Xxxxxxx
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By: /s/ Xxxxx X. Xxxxxx
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XXXXX X. XXXXXX
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