The First of Long Island Corporation (NASDAQ:FLIC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
Departure of Directors or Certain Officers; |
(e)On April 6, 2017, The First of Long Island Corporation (the
Company) and The First National Bank of Long Island (the Bank)
entered into an amended and restated employment agreement (the
Amended Agreement) with Michael Vittorio, President and Chief
Executive Officer of the Company and the Bank. The Amended
Agreement replaces Mr. Vittorios existing employment agreement
with the Company and the Bank dated January 3, 2005 and as
amended December 15, 2008 (the Prior Agreement). The terms of the
Amended Agreement are generally consistent with the Prior
Agreement, except that certain provisions were revised to be more
aligned with best practices for executive agreements. In
addition, and to better reflect and accommodateongoing succession
planning, the term of the Amended Agreement has been fixed at
three years, which can be extended for a year by the Company.
The term of the Amended Agreement is for three years, commencing
retroactively as of January 1, 2017, and ending on December 31,
2019 (the Employment Period). Following the Employment Period,
the Board of Directors may elect to extend the Amended Agreement
for an additional year through December 31, 2020 (the Extended
Period). During the Employment Period, Mr. Vittorio will continue
to serve as President and Chief Executive Officer of the Company
and the Bank, and will be proposed for election to the Board of
Directors of the Company at each annual meeting of shareholders
at which Executive must stand for election in order to continue
as a director. During the Extended Period, Mr. Vittorios position
(and related duties) with the Company and Bank may be modified by
the Board of Directors to reflect the Boards determinations as to
CEO succession planning, provided that Mr. Vittorios base salary
and benefits in effect as of such date remain the same.
If Mr. Vittorios employment is terminated without cause,
including a resignation for good reason (as defined in the
Amended Agreement) during the Employment or Extended Periods
(including on or after the effective time of a change in control
of the Company or the Bank), but excluding termination for cause
or due to death or disability, Mr. Vittorio would be entitled to:
(1) a cash lump sum payment equal to three times his annual base
salary; and (2) a cash lump sum payment equal to 36 times the
estimated monthly cost of the medical, dental and vision coverage
maintained by the Bank for Mr. Vittorio prior to his date of
termination (the Severance Payment). If the qualifying
termination event is not in connection with a change in control,
Mr. Vittorios outstanding restricted stock units would become
vested and payable under the same terms and conditions as would
apply upon his retirement as set forth in his underlying award
agreements with the Company.
In the event that an excise tax under Sections 280G and 4999 of
the Internal Revenue Code would be assessed on the payments or
other benefits received under the agreement in connection with a
change in control, Mr. Vittorio would receive either (1) all the
payments and benefits to which he is entitled under the Amended
Agreement, subject to the excise tax; or (2) have such payments
and benefits reduced by the minimum amount necessary so that
excise tax will not apply, if such reduction would result in a
greater net after-tax benefit to the executive.
In the event of Mr. Vittorios termination of employment for any
reason (including as a result of his retirement due to the
expiration of the Employment Period or the Extended Period, as
applicable), such termination shall also constitute Mr. Vittorios
resignation from the Board of Directors of the Company and the
Bank, effective as provided in the Amended Agreement. Following
termination of employment, Mr. Vittorio is subject to certain
non-compete and non-solicitation provisions.
The foregoing description of the Amended Agreement does not
purport to be complete and it is qualified in its entirety by
reference to the copy of the Amended Agreement that is included
as Exhibit 10.1 to this Current Report and incorporated by
reference into this Item 5.02.
Item 9.01.Financial Statements and Exhibits.
(a) |
Financial Statements of Businesses Acquired. |
Not Applicable. |
(b) |
Pro Forma Financial Information. |
Not Applicable. |
(c) |
Shell Company Transactions. |
Not Applicable. |
(d) |
Exhibits |
Description |
10.1 |
Employment Agreement by and between Michael Vittorio, The |
About The First of Long Island Corporation (NASDAQ:FLIC)
The First of Long Island Corporation is a one-bank holding company. The Company provides financial services through its subsidiary, The First National Bank of Long Island (the Bank). Its services include account reconciliation services, bank by mail, personal money orders, bill payment, remote deposit, cash management services, safe deposit boxes, collection services securities transactions, controlled disbursement accounts, signature guarantee services, drive-through banking, merchant credit card services, and investment management and trust services. Its loan portfolio consists of loans to borrowers on Long Island and in the boroughs of New York City, and its real estate loans are secured by properties located in those areas. It has an Investment Management Division that provides investment management, pension trust, personal trust, estate and custody services. Additionally, the Bank has two commercial banking branches in Manhattan. The First of Long Island Corporation (NASDAQ:FLIC) Recent Trading Information
The First of Long Island Corporation (NASDAQ:FLIC) closed its last trading session down -0.05 at 26.15 with 98,214 shares trading hands.