S-8

Registration No. 333-

As filed with the Securities and Exchange Commission August 22, 2019

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Bridge Bancorp, Inc.

(Exact Name of Registrant as Specified in its Charter)

New York	11-2934195
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

2200 Montauk Highway

Bridgehampton, New York 11932

(Address of Principal Executive Offices)

Bridge Bancorp, Inc. 2019 Equity Incentive Plan

(Full Title of the Plan)

Copies to:

Mr. Kevin M. O’Connor	John J. Gorman, Esquire
President and	Luse Gorman, PC
Chief Executive Officer	5335 Wisconsin Ave., N.W., Suite 780
Bridge Bancorp, Inc.	Washington, DC 20015-2035
2200 Montauk Highway	(202) 274-2000
Bridgehampton, New York 11932
(631) 537-1000
(Name, Address and Telephone
Number of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):

Large accelerated filer  ¨	Accelerated filer x
Non-accelerated filer ¨	Smaller reporting company ¨
Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered			Proposed Maximum Offering Price Per Share			Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common stock, par value $0.01 per share		705,738	(1)	$	27.34	(2)	$	19,294,876.92	$	2,339

(1) Together with an indeterminate number of additional shares that may be necessary to adjust the number of shares reserved for issuance pursuant to the Bridge Bancorp, Inc. 2019 Equity Incentive Plan as a result of a stock split, stock dividend or similar adjustment of the outstanding common stock of Bridge Bancorp, Inc. (the “Company”) pursuant to 17 C.F.R. Section 230.416(a).

(2) Determined pursuant to 17 C.F.R. Section 230.457(c).

This Registration Statement shall become effective upon filing in accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. § 230.462.

PART I.

Items 1 and 2. Plan Information and Registrant Information and Employee Plan Annual Information

The documents containing the information specified in Part I of Form S-8 have been or will be sent or given to participants in the Plan as specified by Rule 428(b) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).

Such documents are not being filed with the Commission, but constitute (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II.

Item 3. Incorporation of Documents by Reference

The following documents previously or concurrently filed with the Commission are hereby incorporated by reference in this Registration Statement:

a)       The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (File No. 001-34096), filed with the Commission on March 11, 2019;

b)       All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in (a) above; and

c)       The description of the Company’s common stock contained in the Registration Statement on Form 8-A filed with the Commission on June 9, 2008 (File No. 001-34096).

All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the date hereof, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part thereof from the date of the filing of such documents.

Any statement contained in the documents incorporated, or deemed to be incorporated, by reference herein or therein shall be deemed to be modified or superseded for purposes of this Registration Statement and the prospectus to the extent that a statement contained herein or therein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or therein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement and the prospectus.

All information appearing in this Registration Statement and the prospectus is qualified in its entirety by the detailed information, including financial statements, appearing in the documents incorporated herein or therein by reference.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

None.

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Item 6. Indemnification of Directors and Officers

Article V of the registrant’s Bylaws provides as follows:

Section 501 - Right to Indemnification

Any person who was, is, or is threatened to be made a party to any action or proceeding, whether civil or criminal (including an action by or in the right of the Corporation or any other corporation, partnership, join venture, trust, employee benefit plan or other enterprise which any director or officer of the Corporation served in any capacity at the request of this Corporation), by reason of the fact that he, his testator or intestate, is or was a director or officer of the Corporation, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, shall be indemnified by the Corporation against all judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred in connection with the defense or appeal of any such action or proceeding, and against any other amounts, expenses and fees similarly incurred; provided that no indemnification shall be made to or on behalf of any director or officer where indemnification is prohibited by applicable law. This right of indemnification shall include the right of a director or officer to receive payment from the Corporation for expenses incurred in defending or appealing any such action or proceeding in advance of its final disposition; provided that the payment of expenses in advance of the final disposition of an action or proceeding shall be made only upon delivery to the Corporation of an undertaking by or on behalf of the director or officer to repay all amounts so advanced if it should be determined ultimately that the director or officer is not entitled to be indemnified. The preceding right of indemnification shall be a contract right enforceable by the director or officer with respect to any claim, cause of action, action or proceeding accruing or arising while this Bylaw shall be in effect.

Section 502 - Authorization of Indemnification

Any indemnification provided for by Section 501 shall be authorized in any manner provided by applicable law or, in the absence of such law;

(a)           By the Board of Directors acting by a quorum of directors who are not parties to such action or proceeding, upon a finding that there has been no judgment or other final adjudication adverse to the director or officer which establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled; or

(b)           If a quorum under clause (a) is not obtainable, (i) by the Board upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because there has been no such judgment or other final adjudication adverse to the director or officer, or (ii) by the shareholders upon a finding that there has been no such judgment or other final adjudication adverse to the director or officer.

Section 503 - Right of Claimant to Bring Suit

If a claim of indemnification is not paid in full by the Corporation within ninety days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to recover the expenses of prosecuting such claim.

Section 504 - Non-Exclusivity of Rights

The rights conferred on any person under this Article shall not be exclusive of any other right which may exist under any statute, provision of the Certificate of Incorporation, Bylaw, agreement, vote of shareholders or disinterested directors or otherwise.

Section 505 - Insurance

Subject to the laws of New York, the Corporation may maintain insurance, as its expense, to protect itself and any director, officer, employee or agent of the Corporation against any expense, liability or loss of the general nature contemplated by this Article, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the laws of New York.

2

Section 506 - Severability

It is the intent of the Corporation to indemnify its officers and directors to the fullest extent authorized by the laws of New York as they now exist or may hereafter be amended. If any portion of this Article shall for any reason be held invalid or unenforceable by judicial decision or legislative amendment, the valid and enforceable provisions of this Article will continue to be given effect and shall be construed so as to provide the broadest indemnification permitted by law.

Item 7. Exemption From Registration Claimed.

Not applicable.

Item 8. Exhibits.

Regulation S-K Exhibit Number	Document	Reference to Prior Filing or Exhibit No. Attached Hereto
5.1	Opinion of Luse Gorman, PC	Attached as Exhibit 5.1
10.1	Bridge Bancorp, Inc. 2019 Equity Incentive Plan	Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement for the 2019 Annual Meeting of Shareholders (File No. 001-34096), filed by the Company on April 1, 2019
10.2	Form of Performance Restricted Stock Unit Award	Attached as Exhibit 10.2
10.3	Form of Restricted Stock Unit Award Agreement	Attached as Exhibit 10.3
10.4	Form of Restricted Stock Agreement – Employees	Attached as Exhibit 10.4
10.5	Form of Restricted Stock Agreement – Directors	Attached as Exhibit 10.5
10.6	Form of Incentive Stock Option Agreement	Attached as Exhibit 10.6
10.7	Form of Non-Qualified Stock Option Agreement	Attached as Exhibit 10.7
23.1	Consent of Luse Gorman, PC	Contained in Exhibit 5.1
23.2	Consent of Independent Registered Public Accounting Firm	Attached as Exhibit 23.2
24.1	Power of Attorney	Contained on Signature Page

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Item 9. Undertakings

The undersigned registrant hereby undertakes:

1.          To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)           to include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)        to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (section 230.424(b)) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fees” table in the effective registration statement;

(iii)        to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by these paragraphs is contained in reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement;

2.          That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

3.          To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the Plan;

4.          That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

5.          Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in Bridgehampton, Town of Southampton, New York, on this 22nd day of August, 2019.

BRIDGE BANCORP, INC.
By:	/s/ Kevin M. O’Connor
	Kevin M. O’Connor
	President and Chief Executive Officer
	(Duly Authorized Representative)

POWER OF ATTORNEY

We, the undersigned directors and officers of Bridge Bancorp, Inc. (the “Company”) hereby severally constitute and appoint Kevin M. O’Connor and Howard H. Nolan, as our true and lawful attorneys and agents, to do any and all things in our names in the capacities indicated below which said Kevin M. O’Connor and Howard H. Nolan may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the registration of shares of common stock to be issued under the Bridge Bancorp, Inc. 2019 Equity Incentive Plan, including specifically, but not limited to, power and authority to sign for us in our names in the capacities indicated below the registration statement and any and all amendments (including post-effective amendments) thereto; and we hereby approve, ratify and confirm all that said Kevin M. O’Connor and Howard H. Nolan shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the date indicated.

Signatures	Title	Date
/s/ Kevin M. O’Connor	President, Chief Executive Officer and Director	August 22, 2019
Kevin M. O’Connor	(Principal Executive Officer)
/s/ John M. McCaffery	Executive Vice President, Chief	August 22, 2019
John M. McCaffery	Financial Officer and Treasurer (Principal Financial Officer)
/s/ Nicholas Parrinelli	Vice President	August 22, 2019
Nicholas Parrinelli	(Principal Accounting Officer)
/s/ Marcia Z. Hefter	Chairperson of the Board	August 22, 2019
Marcia Z. Hefter

Signatures	Title	Date
/s/ Dennis A. Suskind	Vice Chairperson of the Board	August 22, 2019
Dennis A. Suskind
/s/ Emanuel Arturi	Director	August 22, 2019
Emanuel Arturi
	Director
Matthew A. Lindenbaum
/s/ Charles I. Massoud	Director	August 22, 2019
Charles I. Massoud
/s/ Albert E. McCoy, Jr.	Director	August 22, 2019
Albert E. McCoy, Jr.
/s/ Raymond A. Nielsen	Director	August 22, 2019
Raymond A. Nielsen
	Director
Daniel Rubin
/s/ Rudolph J. Santoro	Director	August 22, 2019
Rudolph J. Santoro
/s/ Thomas J. Tobin	Director	August 22, 2019
Thomas J. Tobin
/s/ Christian Yegen	Director	August 22, 2019
Christian Yegen

EX-5.1

Exhibit 5.1

LUSE GORMAN, PC

A PROFESSIONAL CORPORATION

ATTORNEYS AT LAW

5335 WISCONSIN AVENUE, N.W., SUITE 780

WASHINGTON, D.C. 20015

TELEPHONE (202) 274-2000

FACSIMILE (202) 362-2902

www.luselaw.com

August 22, 2019

Board of Directors

Bridge Bancorp, Inc.

2200 Montauk Highway

Bridgehampton, New York 11932

Re: Bridge Bancorp, Inc. 2019 Equity Incentive Plan

Registration Statement on Form S-8

Ladies and Gentlemen:

You have requested the opinion of this firm as to certain matters in connection with the registration of 705,738 shares of common stock, par value $0.01 per share (the “Shares”), of Bridge Bancorp, Inc. (the “Company”) to be issued pursuant to the Bridge Bancorp, Inc. 2019 Equity Incentive Plan (the “Plan”). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”).

In rendering the opinion expressed herein, we have examined originals or copies, certified or otherwise identified to our satisfaction of the following: (i) the Company’s Registration Statement on Form S-8 (the “Form S-8”) to be filed with the Securities Exchange Commission (the “Commission”) under the Securities Act, on the date hereof; (ii) the Certificate of Incorporation of the Company, as amended to date and currently in effect; (iii) the Bylaws of the Company, as amended to date and currently in effect, (iv) the Plan, (iv) certain resolutions of the board of directors of the Company relating to the approval of the Plan, the filing of the Registration Statement, and certain related matters; and (v) applicable statutes and regulations governing the Company. We have assumed the authenticity, accuracy and completeness of all documents in connection with the opinion expressed herein. We have also assumed the legal capacity and genuineness of the signatures of persons signing all documents in connection with which the opinions expressed herein are rendered.

Based on the foregoing, we are of the following opinion:

Following the effectiveness of the Form S-8, the Shares of the Company, when issued in accordance with the terms and conditions of the Plan, will be legally issued, fully paid and non-assessable.

This opinion has been prepared solely for the use of the Company in connection with the preparation and filing of the Form S-8, and shall not be used for any other purpose or relied upon by any other person without the prior written consent of this firm. We hereby consent to the filing of this opinion letter as an exhibit to the Form S-8. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Luse Gorman, PC

LUSE GORMAN, PC

EX-10.2

Exhibit 10.2

Form of Performance Restricted Stock Unit Award

Granted by

BRIDGE BANCORP, INC.

under the

BRIDGE BANCORP, INC.

2019 EQUITY INCENTIVE PLAN

This performance restricted stock unit agreement (“Agreement”) is and shall be subject in every respect to the provisions of the 2019 Equity Incentive Plan (the “Plan”) of Bridge Bancorp, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement.  A copy of the Plan has been provided to each Participant granted a performance restricted stock unit award (“Performance Restricted Stock Unit” or “Performance Restricted Stock Unit Award”) pursuant to the Plan.  The holder of this Performance Restricted Stock Unit Award (the “Participant”) hereby accepts this Performance Restricted Stock Unit Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board shall be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns.  Except where the context otherwise requires, the term “Company” shall include the parent and all present and future subsidiaries of the Company as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”).  Capitalized terms used herein but not defined shall have the same meaning as in the Plan.

1. Name of Participant:   ###PARTICIPANT_NAME###

2. Date of Grant:      ###GRANT_DATE###  

3.Total number of Performance Restricted Stock Units covered by the Award:  ###TOTAL_AWARDS###

The total number of Performance Restricted Stock Units to be issued may increase or decrease depending on whether the performance conditions are satisfied at the threshold, target or maximum levels as provided in Exhibit A.  The Committee shall determine the extent to which the performance goals have been achieved, and the level of achievement.  The Committee has the authority to extrapolate between the threshold, target and maximum levels earned.

4. Vesting Schedule.   Except as otherwise provided in this Agreement, this Performance Restricted Stock Unit Award first becomes earned in accordance with the vesting schedule specified in Exhibit A attached to this Agreement.  The Participant must be employed as of the applicable vesting date to receive the number of shares calculated in accordance with this Agreement and Exhibit A.

In addition, vesting will automatically accelerate pursuant to Section 2.8 of the Plan and Sections 7 and 9 of this Agreement, as applicable.

5. Performance Restricted Stock Units.

Each Performance Restricted Stock Unit represents the right to receive one share of Common Stock on the date determined in accordance with this Agreement and the Plan. 

6. Dividend Equivalents and Voting Rights.

6.1  Dividend Equivalents.  Subject to the restrictions, limitations and conditions described in the Plan and/or this Award Agreement, Performance Restricted Stock Units will earn dividend equivalents during the performance period at the rate of dividends per share paid by the Company on its outstanding shares of common stock.  Dividend equivalents will be accrued to be reinvested in additional Performance Restricted Stock Units based on the average price of the Company’s common stock on the payment date of the dividend.  Dividend equivalents will be accrued but not issued until the Performance Restricted Stock Units are earned, vested and issued.  Dividend equivalents will be forfeited if the Performance Restricted Stock Units are forfeited.

6.2 No Voting Rights.  The Participant shall have no voting right with respect to any Performance Restricted Stock Unit granted hereunder.

7. Change in Control.

7.1  In the event of an Involuntary Termination following a Change in Control or the occurrence of an event provided in Section 4.1(d) of the Plan, all Performance Restricted Stock Unit Awards held by the Participant will become fully earned and vested immediately, as set forth in Section 4.1 of the Plan.

7.2  A “Change in Control” shall be deemed to have occurred as provided in Section 4.2 of the Plan and an “Involuntary Termination” shall have the meaning set forth in Section 8.1(x) of the Plan.

8. Adjustment Provisions.

8.1 This Performance Restricted Stock Unit Award shall be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of, Section 3.3 of the Plan.

9. Effect of Termination of Service on Performance Restricted Stock Unit Award.

9.1 This Performance Restricted Stock Unit Award shall vest and the Stock shall be issued as follows:

9.1.1  Death.  This Performance Restricted Stock Unit Award shall vest immediately in the event of the Participant’s Termination of Service by reason of the Participant’s death. 

9.1.2 Disability.  In the event of the Participant’s Disability, this Performance Restricted Stock Unit Award shall vest in full at the date of Disability.  Disability shall be defined in accordance with Section 8.1(l) of the Plan.

9.1.3 Termination for Cause.  If the Participant’s Service has been terminated for Cause, all Performance Restricted Stock Units granted to the Participant that have not vested or been issued shall expire and be forfeited.  The Board of Directors shall have sole authority and discretion to determine whether the Participant’s employment has been terminated for Cause. 

9.1.4 Other Termination.  If the Participant’s Service terminates for any reason other than death, Disability, or for Cause, all shares of  Performance Restricted Stock Unit Awarded to the Participant which have not vested shall expire and be forfeited by such Participant. 

10. Miscellaneous.

10.1 No Performance Restricted Stock Unit Award shall confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights and the Common Stock is issued to the Participant.

10.2 This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.

10.3 Prior to actual receipt of the awarded shares of Common Stock which become issuable hereunder, the Participant may not transfer any interest in the Award or the underlying awarded shares of Common Stock.  Any awarded shares underlying Performance Restricted Stock Units that vest hereunder but which otherwise remain unissued at the time of the Participant’s death may be transferred pursuant to the provisions of the Participant’s will or the laws of inheritance or applicable beneficiary designation.

10.4 This Performance Restricted Stock Unit Award shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflicts of laws, except as superseded by federal law.

10.5 This Performance Restricted Stock Unit Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be obligated to issue any shares of Common Stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.

10.6 The granting of this Performance Restricted Stock Unit Award does not confer upon the Participant any right to be retained in the employ of the Company or any subsidiary.

11. Section 409A of the Code.

It is the intention of the parties that the provisions of this Agreement comply with the requirements of Section 409A of the Code and Treasury Regulations thereunder.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this instrument to be executed in its name and on its behalf as of the date of grant of this Performance Restricted Stock Unit Award set forth above.

BRIDGE BANCORP, INC.

By:                              

Title:

PARTICIPANT’S ACCEPTANCE

The undersigned hereby accepts the foregoing Performance Restricted Stock Unit Award and agrees to the terms and conditions hereof, including the terms and provisions of the 2019 Equity Incentive Plan.  The undersigned hereby acknowledges receipt of a copy of the Company’s 2019 Equity Incentive Plan and related Prospectus.

PARTICIPANT

EXHIBIT A

VESTING SCHEDULE

EX-10.3

Exhibit 10.3

Form of Restricted Stock Unit Award

Granted by

BRIDGE BANCORP, INC.

under the

BRIDGE BANCORP, INC.

2019 EQUITY INCENTIVE PLAN

This restricted stock unit agreement (“Agreement”) is and shall be subject in every respect to the provisions of the 2019 Equity Incentive Plan (the “Plan”) of Bridge Bancorp, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement.  A copy of the Plan has been provided to each Participant granted a restricted stock unit award (“ Restricted Stock Unit” or “ Restricted Stock Unit Award”) pursuant to the Plan.  The holder of this Restricted Stock Unit Award (the “Participant”) hereby accepts this Restricted Stock Unit Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board shall be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns.  Except where the context otherwise requires, the term “Company” shall include the parent and all present and future subsidiaries of the Company as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”).  Capitalized terms used herein but not defined shall have the same meaning as in the Plan.

1. Name of Participant:  ###PARTICIPANT_NAME###                                                                                                                                 

2. Date of Grant:  ###GRANT_DATE###                                                                               

3. Total number of Restricted Stock Units covered by the Award: ###TOTAL_AWARDS###                                        

4. Vesting Schedule; Issuance of Common Stock. Except as otherwise provided in this Agreement, this Restricted Stock Units first becomes earned in accordance with the vesting schedule specified herein.

The Restricted Stock granted under this Agreement shall vest as follows.

###VEST_SCHEDULE_TABLE###

Vesting will automatically accelerate pursuant to Section 2.8 of the Plan and Sections 7 and 9 of this Agreement, as applicable.

5. Restricted Stock Units.

Each Restricted Stock Unit represents the right to receive one share of Common Stock on the date determined in accordance with this Agreement and the Plan. 

6. Dividend Equivalents and Voting Rights.

6.1 Dividend Equivalents.  Subject to the restrictions, limitations and conditions described in the Plan and/or this Award Agreement, Restricted Stock Units will earn dividend equivalents during the performance period at the rate of dividends per share paid by the Company on its outstanding shares of common stock.  Dividend equivalents will be accrued to be reinvested in additional Restricted Stock Units based on the average price of the Company’s common stock on the payment date of the dividend.  Dividend equivalents will be accrued but not issued until the Restricted Stock Units are earned, vested and issued.  Dividend equivalents will be forfeited if the Restricted Stock Units are forfeited.

6.2 No Voting Rights.  The Participant shall have no voting right with respect to any Restricted Stock Unit granted hereunder.

7. Change in Control.

7.1 In the event of an Involuntary Termination following a Change in Control or the occurrence of an event provided in Section 4.1(d) of the Plan, all Restricted Stock Unit Awards and/or Performance Awards held by the Participant will become fully earned and vested immediately, as set forth in Section 4.1 of the Plan.  

7.2 A “Change in Control” shall be deemed to have occurred as provided in Section 4.2 of the Plan and an “Involuntary Termination” shall have the meaning set forth in Section 8.1(x) of the Plan.

8. Adjustment Provisions.

8.1 This Restricted Stock Unit Award shall be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of, Section 3.3 of the Plan.

9. Effect of Termination of Service on Restricted Stock Unit Award.

9.1 This Restricted Stock Unit Award shall vest and the Stock shall be issued as follows:

9.1.1 Death.  This Restricted Stock Unit Award shall vest immediately in the event of the Participant’s Termination of Service by reason of the Participant’s death. 

9.1.2 Disability.  In the event of the Participant’s Disability, this Restricted Stock Unit Award shall vest in full at the date of Disability.  Disability shall be defined in accordance with Section 8.1(l) of the Plan.

9.1.3 Termination for Cause.  If the Participant’s Service has been terminated for Cause, all Restricted Stock Units granted to the Participant that have not vested or been issued shall expire and be forfeited.  The Board of Directors shall have sole authority and discretion to determine whether the Participant’s employment has been terminated for Cause. 

9.1.4 Other Termination.  If the Participant’s Service terminates for any reason other than death, Disability, or for Cause, all shares of  Restricted Stock Unit Awarded to the Participant which have not vested shall expire and be forfeited by such Participant. 

10. Miscellaneous.

10.1 No Restricted Stock Unit Award shall confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights and the Common Stock is issued to the Participant.

10.2 This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.

10.3 Prior to actual receipt of the awarded shares of Common Stock which become issuable hereunder, the Participant may not transfer any interest in the Award or the underlying awarded shares of Common Stock.  Any awarded shares underlying Restricted Stock Units that vest hereunder but which otherwise remain unissued at the time of the Participant’s death may be transferred pursuant to the provisions of the Participant’s will or the laws of inheritance or applicable beneficiary designation.

10.4 This Restricted Stock Unit Award shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflicts of laws, except as superseded by federal law.

10.5 This Restricted Stock Unit Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be obligated to issue any shares of Common Stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.

10.6 The granting of this Restricted Stock Unit Award does not confer upon the Participant any right to be retained in the employ of the Company or any subsidiary.

11. Section 409A of the Code.

It is the intention of the parties that the provisions of this Agreement comply with the requirements of Section 409A of the Code and Treasury Regulations thereunder.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this instrument to be executed in its name and on its behalf as of the date of grant of this Restricted Stock Unit Award set forth above.

BRIDGE BANCORP, INC.

By:  

Title:

PARTICIPANT’S ACCEPTANCE

The undersigned hereby accepts the foregoing Restricted Stock Unit Award and agrees to the terms and conditions hereof, including the terms and provisions of the 2019 Equity Incentive Plan.  The undersigned hereby acknowledges receipt of a copy of the Company’s 2019 Equity Incentive Plan and related Prospectus.

PARTICIPANT

EX-10.4

Exhibit 10.4

BRIDGE BANCORP, INC.

2019 EQUITY INCENTIVE PLAN

FORM OF RESTRICTED STOCK AGREEMENT

A.        An AWARD for a total of  ###TOTAL_AWARDS### shares of common stock, par value $0.01 per share, of Bridge Bancorp, Inc. (the “Company”) is hereby granted to  ###PARTICIPANT_NAME### (the “Recipient”), subject in all respects to the terms and provisions of the Bridge Bancorp, Inc. 2019 Equity Incentive Plan (the “Plan”), which has been approved by the Board of Directors of the Company and the stockholders of the Company, which is incorporated herein by reference.  The terms of this Restricted Stock Agreement are subject to the terms and conditions of the Plan, except where otherwise indicated.  The Recipient is an employee of BNB Bank (the “Bank”), the Company, or of an affiliate of the Company or the Bank.

B.         The shares of common stock awarded hereunder (hereinafter referred to as the “Restricted Stock”) may be certificated or issued in electronic form, in the sole discretion of the Company.  If certificated, the shares shall bear a legend restricting the transferability of such common stock. The Restricted Stock awarded to the Recipient shall not be sold, assigned, transferred, pledged, or otherwise encumbered by the Recipient, except as hereinafter provided, until such Restricted Stock has vested (the “Restricted Period”).  Restricted Stock granted hereunder shall vest as follows, except that vesting may occur earlier as provided in Paragraph E below.

 ###VEST_SCHEDULE_TABLE###

C.         Restricted Stock shall be issued in electronic form and shall be held by the transfer agent until any restrictions appurtenant thereto have lapsed and the shares are fully vested.  At the request of the Company, Recipient shall execute and return to the Company an Irrevocable Stock Power endorsed in blank covering all such shares of Restricted Stock held in electronic form.

D.        The Recipient shall have the right to vote the shares of Restricted Stock during the Restricted Period, provided that all voting rights shall lapse and terminate if the shares of Restricted Stock are forfeited pursuant to Paragraph E below.  Cash dividends paid during the Restricted Period with respect to the shares of Restricted Stock shall be distributed to the Recipient when paid upon the underlying shares of common stock, provided that all rights to receive cash dividends shall lapse and terminate if the shares of Restricted Stock are forfeited pursuant to Paragraph E below.

E.         Upon the termination of a Recipient’s employment with the Bank or Company (or an affiliate) for any reason other than Disability (as defined in the Plan), death or upon an Involuntary Termination (as defined in the Plan) following a Change in Control (as defined in the Plan), all shares of Restricted Stock awarded to such Recipient which have not vested as of the date of termination shall be forfeited by such Recipient.  In the event the Recipient’s employment with the Bank (or an affiliate) terminates due to Disability, death or upon an Involuntary Termination following a Change in Control, the Restricted Stock shall be deemed to vest as of the date of termination or as of the date of an Involuntary Termination following a Change in Control.

F.         At the time the Restricted Stock vests under the Plan, the Company shall deliver to the Recipient (or if the Restricted Stock is deemed to vest due to the Recipient’s death, to the Recipient’s beneficiary) shares of common stock of the Company representing the amount earned, absent any restrictions that may have been imposed under the Plan.  Delivery of such shares upon vesting will be made in certificate or electronic form at the election of the Recipient.

G.        A copy of the Plan governing this Restricted Stock Award is attached hereto.  The Recipient is invited to review all the provisions of the Plan governing this Award. 

H.       The Recipient acknowledges receipt of a copy of the Plan, a copy of which is annexed hereto, and represents that he or she is familiar with the terms and provisions thereof.  The Recipient hereby accepts this Award, subject to all the terms and provisions of the Plan.  The Recipient hereby agrees to accept as binding, conclusive, and final, all decisions and interpretations of the Committee upon any questions arising under the Plan.  As a condition to the issuance of shares of common stock of the Company under this Award, the Recipient authorizes the Company to deduct from the settlement of an Award any taxes required to be withheld by the Company under federal, state, or local law as a result of his receipt of this Award.

BRIDGE BANCORP, INC.

Name:

Title:

EX-10.5

Exhibit 10.5

Optionholder:	###PARTICIPANT_NAME###
Director Number:	###EMPLOYEE_NUMBER###
Date of Grant:	###GRANT_DATE###
Grant name:	###GRANT_NAME###
Total Number of ###DICTIONARY_AWARD_NAME###:	###TOTAL_AWARDS###

BRIDGE BANCORP, INC.

2019 EQUITY INCENTIVE PLAN

FORM OF RESTRICTED STOCK AGREEMENT

A.        An AWARD for a total of ###TOTAL_AWARDS### shares of common stock, par value $0.01 per share, of Bridge Bancorp, Inc. (the “Company”) is hereby granted to ###PARTICIPANT_NAME###   (the “Recipient”), subject in all respects to the terms and provisions of the Bridge Bancorp, Inc. 2019 Equity Incentive Plan (the “Plan”), which has been approved by the Board of Directors of the Company and the stockholders of the Company, which is incorporated herein by reference.  The terms of this Restricted Stock Agreement are subject to the terms and conditions of the Plan, except where otherwise indicated.  The Recipient is a Director of BNB Bank (the “Bank”), the Company or of an affiliate of the Company or the Bank.

B.         The shares of common stock awarded hereunder (hereinafter referred to as the “Restricted Stock”) may be certificated or issued in electronic form, in the sole discretion of the Company.  If certificated, the shares shall bear a legend restricting the transferability of such common stock.  The Restricted Stock awarded to the Recipient shall not be sold, assigned, transferred, pledged, or otherwise encumbered by the Recipient, except as hereinafter provided, until such Restricted Stock has vested (the “Restricted Period”).  Restricted Stock granted hereunder shall vest as follows, except that vesting may occur earlier as provided in Paragraph E below.

 ###VEST_SCHEDULE_TABLE###

C.         Restricted Stock shall be issued in electronic form and shall be held by the transfer agent until any restrictions appurtenant thereto have lapsed and the shares are fully vested.  At the request of the Company, Recipient shall execute and return to the Company an Irrevocable Stock Power endorsed in blank covering all such shares of Restricted Stock held in electronic form.

D.        The Recipient shall have the right to vote the shares of Restricted Stock during the Restricted Period, provided that all voting rights shall lapse and terminate if the shares of Restricted Stock are forfeited pursuant to Paragraph E below.  Cash dividends paid during the Restricted Period with respect to the shares of Restricted Stock shall be distributed to the Recipient when paid upon the underlying shares of common stock, provided that all rights to receive cash dividends shall lapse and terminate if the shares of Restricted Stock are forfeited pursuant to Paragraph E below.

E.         Upon the termination of a Recipient’s service with the Bank or Company (or an affiliate) for any reason other than Disability (as defined in the Plan), death or upon an Involuntary Termination (as defined in the Plan) following a Change in Control (as defined in the Plan), all shares of Restricted Stock awarded to such Recipient which have not vested as of the date of termination shall be forfeited by such Recipient.  In the event the Recipient’s service with the Bank (or an affiliate) terminates due to Disability, death or upon an Involuntary Termination following a Change in Control, the Restricted Stock shall be deemed to vest as of the date of termination or as of the date of an Involuntary Termination following a Change in Control, provided that Restricted Stock awarded to a Recipient who at any time also serves as a Director or Director Emeritus shall not be deemed to vest until both service as a Director or Director Emeritus have been terminated.

F.         At the time the Restricted Stock vests under the Plan, the Company shall deliver to the Recipient (or if the Restricted Stock is deemed to vest due to the Recipient’s death, to the Recipient’s beneficiary) shares of common stock of the Company representing the amount earned, absent any restrictions that may have been imposed under the Plan.  Delivery of such shares upon vesting will be made in certificate or electronic form at the election of the Recipient.  

G.        A copy of the Plan governing this Restricted Stock Award is attached hereto.  The Recipient is invited to review all the provisions of the Plan governing this Award. 

H.        The Recipient acknowledges receipt of a copy of the Plan, a copy of which is annexed hereto, and represents that he or she is familiar with the terms and provisions thereof.  The Recipient hereby accepts this Award, subject to all the terms and provisions of the Plan.  The Recipient hereby agrees to accept as binding, conclusive, and final, all decisions and interpretations of the Committee upon any questions arising under the Plan.  As a condition to the issuance of shares of common stock of the Company under this Award, the Recipient authorizes the Company to deduct from the settlement of an Award any taxes required to be withheld by the Company under federal, state, or local law as a result of his receipt of this Award.

BRIDGE BANCORP, INC.

Name:

Title:

EX-10.6

Exhibit 10.6

Form of Stock Option Agreement

Granted by

BRIDGE BANCORP, INC.

under the

BRIDGE BANCORP, INC.

2019 EQUITY INCENTIVE PLAN

This stock option agreement (“Option” or “Agreement”) is and shall be subject in every respect to the provisions of the 2019 Equity Incentive Plan (the “Plan”) of Bridge Bancorp, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement.  A copy of the Plan has been provided to each Participant granted a stock option pursuant to the Plan.  The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board shall be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns.  Except where the context otherwise requires, the term “Company” shall include the parent and all present and future subsidiaries of the Company as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”).  Capitalized terms used herein but not defined shall have the same meaning as in the Plan.

1. Name of Participant.   ###PARTICIPANT_NAME###                                                                                                                                

2. Date of Grant.  ###GRANT_DATE###                                                                                   

3. Total number of shares of Company common stock, $0.01 par value per share, that may be acquired pursuant to the Option.  ###TOTAL_AWARDS### 

(subject to adjustment pursuant to Section 10 hereof).

This is an Incentive Stock Option (“ISO”) to the maximum extent permitted under Code Section 422(d).

4. Exercise price per share.  ###GRANT_PRICE###                  

(110% of the Fair Market Value of the Date of Grant).

5. Expiration Date of Option.   ###EXPIRY_DATE###                        

6. Vesting Schedule. Except as otherwise provided in this Agreement, this Option will become vested as follows provided the Participant is employed on such date. 

 ###VEST_SCHEDULE_TABLE###

In addition, vesting will automatically accelerate pursuant to Section 2.8 of the Plan and Sections 9 and 11 of this Agreement, as applicable.

7. Exercise Procedure.

7.1          Delivery of Notice of Exercise of Option.  This Option will be exercised in whole or in part by the Participant together with payment by cash or other means acceptable to the Committee, including:

Personal, certified or cashier’s check in full/partial payment of the purchase price.

Stock of the Company in full/partial payment of the purchase price.

By a net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any required tax withholding).

7.2          “Fair Market Value” shall have the meaning set forth in Section 8.1(t) of the Plan.

8. Delivery of Shares.

8.1          Delivery of Shares.  Delivery of shares of Common Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act) and the applicable requirements of any securities exchange or similar entity.

9. Change in Control.

9.1          In the event of an Involuntary Termination following a Change in Control or the occurrence of an event provided in Section 4.1(d) of the Plan, all Options held by the Participant, whether or not exercisable at such time, will become fully exercisable, subject to the expiration provisions otherwise applicable to the Option.

9.2          A “Change in Control” shall be deemed to have occurred as provided in Section 4.2 of the Plan and an “Involuntary Termination” shall have the meaning set forth in Section 8.1(x) of the Plan.

10. Adjustment Provisions.

10.1       This Option shall be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of, Section 3.3(a) of the Plan.

11. Effect of Termination of Service on Option.

11.1       This Option will terminate upon the expiration date, except as set forth in the following  provisions:

11.1.1 Death.  This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s service is terminated by reason of the Participant’s death.  This Option may thereafter be exercised by the Participant’s legal representative or beneficiaries for a period of one (1) year from the date of death, subject to termination on the expiration date of this Option, if earlier.   

11.1.2 Disability.  This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s service is terminated by reason of the Participant’s Disability. This Option may thereafter be exercised for a period of one (1) year from the date of such Termination of Service by reason of Disability, subject to termination on the Option’s expiration date, if earlier.  Disability shall be defined in accordance with Section 8.1(l) of the Plan.

11.1.3 Retirement.  Vested Options may be exercised for a period of one (1) year from the date of Termination of Service by reason of Retirement, subject to termination on the Option’s expiration date, if earlier (and, for purposes of clarity, non-vested Options will be forfeited on the date of Termination of Service by reason of Retirement).  “Retirement” shall have the meaning set forth in Section 8.1(ff) of the Plan.  Options exercised more than three months following Retirement will not have ISO treatment.

11.1.4 Termination for Cause.  If the Participant’s Service has been terminated for Cause, all Options granted to the Participant that have not vested or been exercised shall expire and be forfeited.  The Board of Directors shall have sole authority and discretion to determine whether the Participant’s employment has been terminated for Cause. 

11.1.5 Other Termination.  If the Participant’s Service terminates for any reason other than death, Disability, or for Cause, all Options may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of three (3) months following termination, subject to termination on the Option’s expiration date, if earlier.

12. Miscellaneous.

12.1       No Option shall confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights and the Common Stock is issued to the Participant.

12.2       This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.

12.3       Except as otherwise provided by the Committee, ISOs under the Plan are not transferable except (1) as designated by the Participant by will or by the laws of descent and distribution, (2) to a trust established by the Participant, or (3) between spouses incident to a divorce or pursuant to a domestic relations order, provided, however, that in the case of a transfer described under (3), the Option will not qualify as an ISO as of the day of such transfer.

12.4       This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflicts of laws, except as superseded by federal law.

12.5       This Agreement is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be obligated to issue any shares of Common Stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.

12.6       The granting of this Option does not confer upon the Participant any right to be retained in the employ of the Company or any subsidiary.

13. Section 409A of the Code.

        It is the intention of the parties that the provisions of this Agreement comply with the requirements of Section 409A of the Code and Treasury Regulations thereunder.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this instrument to be executed in its name and on its behalf as of the date of grant of this Option set forth above.

BRIDGE BANCORP, INC.

By:

Title:

PARTICIPANT’S ACCEPTANCE

The undersigned hereby accepts the foregoing Option and agrees to the terms and conditions hereof, including the terms and provisions of the 2019 Equity Incentive Plan.  The undersigned hereby acknowledges receipt of a copy of the Company’s 2019 Equity Incentive Plan and related Prospectus.

PARTICIPANT

EX-10.7

Exhibit 10.7

Form of Stock Option Agreement

Granted by 

BRIDGE BANCORP, INC. 

under the

BRIDGE BANCORP, INC.

2019 EQUITY INCENTIVE PLAN

This stock option agreement (“Option” or “Agreement”) is and shall be subject in every respect to the provisions of the 2019 Equity Incentive Plan (the “Plan”) of Bridge Bancorp, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement.  A copy of the Plan has been provided to each Participant granted a stock option pursuant to the Plan.  The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board shall be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns.  Except where the context otherwise requires, the term “Company” shall include the parent and all present and future subsidiaries of the Company as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”).  Capitalized terms used herein but not defined shall have the same meaning as in the Plan.

1. Name of Participant. ###PARTICIPANT_NAME###

2. Date of Grant. ###GRANT_DATE###

3. Total number of shares of Company common stock, $0.01 par value per share, that may be acquired pursuant to the Option.   ###TOTAL_AWARDS###

(subject to adjustment pursuant to Section 10 hereof).

This is a Non-Qualified Option.

4. Exercise price per share.  ###GRANT_PRICE###

(110% of the Fair Market Value of the Date of Grant).

5. Expiration Date of Option.  ###EXPIRY_DATE###

6. Vesting Schedule.  Except as otherwise provided in this Agreement, this Option will become vested as follows provided the Participant is employed on such date. 

###VEST_SCHEDULE_TABLE###

In addition, vesting will automatically accelerate pursuant to Section 2.8 of the Plan and Sections 9 and 11 of this Agreement, as applicable.

7. Exercise Procedure.

7.1 Delivery of Notice of Exercise of Option.  This Option will be exercised in whole or in part by the Participant, together with payment by cash or other means acceptable to the Committee, including:

Personal, certified or cashier’s check in full/partial payment of the purchase price.

Stock of the Company in full/partial payment of the purchase price.

By a net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any required tax withholding).

7.2  “Fair Market Value” shall have the meaning set forth in Section 8.1(t) of the Plan.

8. Delivery of Shares.

8.1 Delivery of Shares.  Delivery of shares of Common Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act) and the applicable requirements of any securities exchange or similar entity.

9. Change in Control.

9.1  In the event of an Involuntary Termination following a Change in Control or the occurrence of an event provided in Section 4.1(d) of the Plan, all Options held by the Participant, whether or not exercisable at such time, will become fully exercisable, subject to the expiration provisions otherwise applicable to the Option.

9.2 A “Change in Control” shall be deemed to have occurred as provided in Section 4.2) of the Plan and an “Involuntary Termination” shall have the meaning set forth in Section 8.1(x) of the Plan.

10. Adjustment Provisions.

10.1 This Option shall be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of, Section 3.3(a) of the Plan.

11. Effect of Termination of Service on Option.

11.1 This Option will terminate upon the expiration date, except as set forth in the following  provisions:

11.1.1 Death.  This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s service is terminated by reason of the Participant’s death.  This Option may thereafter be exercised by the Participant’s legal representative or beneficiaries for a period of one (1) year from the date of death, subject to termination on the expiration date of this Option, if earlier.   

11.1.2 Disability.  This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s service is terminated by reason of the Participant’s Disability. This Option may thereafter be exercised for a period of one (1) year from the date of such Termination of Service by reason of Disability, subject to termination on the Option’s expiration date, if earlier.  Disability shall be defined in accordance with Section 8.1(l) of the Plan.

11.1.3 Retirement.  Vested Options may be exercised for a period of one (1) year from the date of Termination of Service by reason of Retirement, subject to termination on the Option’s expiration date, if earlier (and, for purposes of clarity, non-vested Options will be forfeited on the date of Termination of Service by reason of Retirement).  “Retirement” shall have the meaning set forth in Section 8.1(ff) of the Plan. 

11.1.4 Termination for Cause.  If the Participant’s Service has been terminated for Cause, all Options granted to the Participant that have not vested or been exercised shall expire and be forfeited.  The Board of Directors shall have sole authority and discretion to determine whether the Participant’s employment has been terminated for Cause. 

11.1.5 Other Termination.  If the Participant’s Service terminates for any reason other than death, Disability, or for Cause, all Options may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of three (3) months following termination, subject to termination on the Option’s expiration date, if earlier.

12. Miscellaneous.

12.1 No Option shall confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights and the Common Stock is issued to the Participant.

12.2 This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.

12.3 In the discretion of the Committee, a non-qualified Option granted under the Plan may be transferable by the Participant, provided, however, that such  transfers will be limited to Immediate Family Members of Participants, trusts and partnerships established for the primary benefit of such family members or to charitable organizations, and provided, further, that such transfers are not made for consideration to the Participant.

12.4 This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflicts of laws, except as superseded by federal law.

12.5 This Agreement is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be obligated to issue any shares of Common Stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.

12.6 The granting of this Option does not confer upon the Participant any right to be retained in the employ of the Company or any subsidiary.

13. Section 409A of the Code.

It is the intention of the parties that the provisions of this Agreement comply with the requirements of Section 409A of the Code and Treasury Regulations thereunder.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this instrument to be executed in its name and on its behalf as of the date of grant of this Option set forth above.

BRIDGE BANCORP, INC.

By:

Title:

PARTICIPANT’S ACCEPTANCE

The undersigned hereby accepts the foregoing Option and agrees to the terms and conditions hereof, including the terms and provisions of the 2019 Equity Incentive Plan.  The undersigned hereby acknowledges receipt of a copy of the Company’s 2019 Equity Incentive Plan and related Prospectus.

PARTICIPANT

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Bridge Bancorp, Inc. of our report dated March 11, 2019, relating to the consolidated financial statements and effectiveness of internal control over financial reporting appearing in the Annual Report on Form 10-K of Bridge Bancorp, Inc. for the year ended December 31, 2018.

	/s/ Crowe LLP
	Crowe LLP
New York, New York
August 20, 2019