DIME COMMUNITY BANCORP, INC. 1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS,
OFFICERS AND EMPLOYEES
NON-QUALIFIED STOCK OPTION AGREEMENT FOR OUTSIDE DIRECTORS
_______________________________________ ____- ______ -________
NAME OF OPTIONEE SOCIAL SECURITY NUMBER
________________________________________________________________________________
STREET ADDRESS
_________________________________ _________________ _____________________
CITY STATE ZIP CODE
This Non-Qualified Stock Option Agreement is intended to set forth the terms and
conditions on which a Non-Qualified Stock Option has been granted under the Dime
Community Bancorp, Inc. 1996 Stock Option Plan for Outside Directors, Officers
and Employees. Set forth below are the specific terms and conditions applicable
to this Non-Qualified Stock Option. Attached as Exhibit A are its general terms
and conditions.
Option Grant (A) (B) (C) (D) (E)
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Grant Date:
Class of Optioned Shares* Common Common Common Common Common
No. of Optioned Shares*
Exercise Price Per Share*
VESTING
Earliest Exercise Date*
Option Expiration Date*
================================ ============== ================= ================ ================ ===================
*SUBJECT TO ADJUSTMENT AS PROVIDED IN THE PLAN AND THE GENERAL TERMS AND CONDITIONS.
By signing where indicated below, Dime Community Bancorp, Inc. (the "Company")
grants this Non-Qualified Stock Option upon the specified terms and conditions,
and the Optionee acknowledges receipt of this Non-Qualified Stock Option
Agreement, including Exhibit A, and agrees to observe and be bound by the terms
and conditions set forth herein.
DIME COMMUNITY BANCORP, INC. OPTIONEE
By______________________________________________ _________________________
NAME: XXXXXXX X. XXXXXXXXX
TITLE: CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
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INSTRUCTIONS: This page should be completed by or on behalf of the Compensation
Committee. Any blank space intentionally left blank should be crossed out. An
option grant consists of a number of optioned shares with uniform terms and
conditions. Where options are granted on the same date with varying terms and
conditions (for example, varying exercise prices or earliest exercise dates),
the options should be recorded as a series of grants each with its own uniform
terms and conditions.
EXHIBIT A
DIME COMMUNITY BANCORP, INC. 1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS,
OFFICERS AND EMPLOYEES
NON-QUALIFIED STOCK OPTION AGREEMENT FOR OUTSIDE DIRECTORS
GENERAL TERMS AND CONDITIONS
SECTION 1. NON-QUALIFIED STOCK OPTION. The Company intends the
Option evidenced hereby not to be an "incentive stock option" within the meaning
of section 422 of the Internal Revenue Code of 1986.
SECTION 2. OPTION PERIOD. (a) Subject to section 2(b), the
Optionee shall have the right to purchase all or any portion of the optioned
Common Stock at any time during the period ("Option Period") commencing on the
Earliest Exercise Date and ending on the earliest to occur of the following
dates:
(i) removal for cause in accordance with the
Company's bylaws; or
(ii) the last day of the ten-year period commencing
on the date on which the Option was granted.
(b) Upon the termination of the Optionee's Service with the
Company, any Option granted hereunder whose Earliest Exercise Date has not
occurred is deemed forfeited. For this purpose, an Optionee's Service shall be
deemed to continue for so long as the Optionee is serving as an officer,
employee, outside director, advisory director, emeritus director or consultant
to the Company or is subject to and is observing the terms of a written
agreement restricting his ability to compete or imposing other restrictive
covenants.
SECTION 3. EXERCISE PRICE. During the Option Period, and after
the applicable Earliest Exercise Date, the Optionee shall have the right to
purchase all or any portion of the Optioned Common Stock at the Exercise Price
per Share.
SECTION 4. METHOD OF EXERCISE. The Optionee may, at any time
during the Option Period provided by section 2, exercise his right to purchase
all or any part of the optioned Common Stock then available for purchase;
PROVIDED, HOWEVER, that the minimum number of shares of optioned Common Stock
which may be purchased shall be one hundred (100) or, if less, the total number
of shares of optioned Common Stock then available for pur chase. The Optionee
shall exercise such right by:
(a) giving written notice to the Committee, in the form
attached hereto as Appendix A; and
(b) delivering to the Committee full payment of the Exercise
Price for the Optioned Shares to be purchased.
The date of exercise shall be the earliest date practicable following the date
the requirements of this section 4 have been satisfied, but in no event more
than three (3) days after such date. Payment shall be made (i) in United States
dollars by certified check, money order or bank draft made payable to the order
of Dime Community Bancorp, Inc., (ii) in Shares duly endorsed for transfer and
with all necessary stock transfer tax stamps attached, already owned by the
Optionee and having a fair market value equal to the Exercise Price, such fair
market value to be determined in such manner as may be provided by the Committee
or as may be required in order to comply with or conform to the requirements of
any applicable laws or regulations, or (iii) in a combination of (i) and (ii).
SECTION 5. DELIVERY AND REGISTRATION OF OPTIONED SHARES. As
soon as is practicable following the date on which the Optionee has satisfied
the requirements of section 4, the Committee shall take such action as is
necessary to cause the Company to issue a stock certificate evidencing the
Optionee's ownership of the optioned Common Stock that has been purchased. The
Optionee shall have no right to vote or to receive dividends, nor have any other
rights with respect to optioned Common Stock, prior to the date as of which such
optioned Common Stock is transferred to the Optionee on the stock transfer
records of the Company, and no adjustments shall be made for any dividends or
other rights for which the record date is prior to the date as of which such
transfer is effected. The obligation of the Company to deliver Common Stock
under this Agreement shall, if the Committee so requests, be conditioned upon
the receipt of a representation as to the investment intention of the person to
whom such Common Stock is to be delivered, in such form as the Committee shall
determine to be necessary or advisable to comply with the provisions of
applicable federal, state or local law. It may be provided that any such
representation shall become
inoperative upon a registration of the Common Stock or upon the occurrence of
any other event eliminating the necessity of such representation. The Company
shall not be required to deliver any Common Stock under this Agreement prior to
(a) the admission of such Common Stock to listing on any stock exchange on which
Common Stock may then be listed, or (b) the completion of such registration or
other qualification under any state or federal law, rule or regulations as the
Committee shall determine to be necessary or advisable.
SECTION 6. ADJUSTMENTS IN THE EVENT OF REORGANIZATION. In the
event of any merger, consolidation, or other business reorganization in which
the Company is the surviving entity, and in the event of any stock split, stock
dividend or other event generally affecting the number of shares of Common Stock
held by each per son who is then a shareholder of record, the number of shares
of Common Stock subject to the option granted hereunder and the Exercise Price
per share of such option shall be adjusted in accordance with section 5.3 of the
Plan to account for such event. In the event of any merger, consolidation, or
other business reorganization in which the Company is not the surviving entity,
the option granted hereunder shall be cancelled or adjusted in accordance with
the Plan. In the event that the Company shall declare and pay any dividend with
respect to Shares (other than a dividend payable in Shares or a regular
quarterly cash dividend), including a dividend which results in a nontaxable
return of capital to the holders of Shares for federal income tax purposes, or
otherwise than by dividend makes distribution of property to the holders of its
Shares, at the election of the Committee, the Company (i) shall make an
equivalent payment to each Person holding an outstanding Option as of the record
date for such dividend in accordance with section 5.3 of the Plan and (ii) the
Committee, in its discretion applied uniformly to all outstanding Options, may
adjust the Exercise Price per Share of outstanding Options in such a manner as
the Committee may determine to be necessary to reflect the effect of the
dividend or other distribution on the Fair Market Value of a Share.
SECTION 7. NO RIGHT TO CONTINUED SERVICE. Nothing in this
Agreement nor any action of the Board or Committee with respect to this
Agreement shall be held or construed to confer upon the Optionee any right to a
continuation of service by the Company. The Optionee may be dismissed or
otherwise dealt with as though this Agreement had not been entered into.
SECTION 8. TAXES. Where any person is entitled to receive
shares pursuant to the exercise of the Option granted hereunder, the Company
shall have the right to require such person to pay to the Company the amount of
any tax which the Company is required to withhold with respect to such shares,
or, in lieu thereof, to retain, or to sell without notice, a sufficient number
of shares to cover the amount required to be withheld.
SECTION 9. NOTICES. Any communication required or permitted to
be given under the Plan, including any notice, direction, designation, comment,
instruction, objection or waiver, shall be in writing and shall be deemed to
have been given at such time as it is delivered personally or five (5) days
after mailing if mailed, postage prepaid, by registered or certified mail,
return receipt requested, addressed to such party at the address listed below,
or at such other address as one such party may by written notice specify to the
other party:
(a) If to the Committee:
Dime Community Bancorp, Inc.
Attention: COMPENSATION COMMITTEE
(b) If to the Optionee, to the Optionee's address as
shown in the Company's personnel records.
SECTION 10. RESTRICTIONS ON TRANSFER. The option granted
hereunder shall not be subject in any manner to anticipation, alienation or
assignment, nor shall such option be liable for or subject to debts, contracts,
liabilities, engagements or torts, nor shall it be transferable by the Optionee
other than by will or by the laws of descent and distribution or as otherwise
permitted by the Plan.
SECTION 11. SUCCESSORS AND ASSIGNS. This Agreement shall inure
to the benefit of and shall be binding upon the Company and the Optionee and
their respective heirs, successors and assigns.
SECTION 12. CONSTRUCTION OF LANGUAGE. Whenever appropriate in
the Agreement, words used in the singular may be read in the plural, words used
in the plural may be read in the singular, and words importing
the masculine gender may be read as referring equally to the feminine or the
neuter. Any reference to a section shall be a reference to a section of this
Agreement, unless the context clearly indicates otherwise. Capitalized terms not
specifically defined herein shall have the meanings assigned to them under the
Plan.
SECTION 13. GOVERNING LAW. This Agreement shall be construed,
administered and enforced according to the laws of the State of New York without
giving effect to the conflict of laws principles thereof, except to the extent
that such laws are preempted by the federal law.
SECTION 14. AMENDMENT. This Agreement may be amended, in whole
or in part and in any manner not inconsistent with the provisions of the Plan,
at any time and from time to time, by written agreement between the Company and
the Optionee.
SECTION 15. PLAN PROVISIONS CONTROL. This Agreement and the
rights and obligations created hereunder shall be subject to all of the terms
and conditions of the Plan. In the event of any conflict between the provisions
of the Plan and the provisions of this Agreement, the terms of the Plan, which
are incorporated herein by reference, shall control. By signing this Agreement,
the Optionee acknowledges receipt of a copy of the Plan.
SECTION 16. CHANGE IN CONTROL. This Option is granted with a
related Limited Appreciation Right that is exercisable only in the event of a
change in control. A "change in control" shall be as defined in the Plan.
APPENDIX A TO STOCK OPTION AGREEMENT
DIME COMMUNITY BANCORP, INC. 1996 STOCK OPTION PLAN
FOR OUTSIDE DIRECTORS, OFFICERS AND EMPLOYEES
NOTICE OF EXERCISE OF STOCK OPTION
USE THIS NOTICE TO INFORM THE COMMITTEE ADMINISTERING THE DIME COMMUNITY
BANCORP, INC. 1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS, OFFICERS AND
EMPLOYEES ("PLAN") THAT YOU ARE EXERCISING YOUR RIGHT TO PURCHASE SHARES OF
COMMON STOCK ("SHARES") OF DIME COMMUNITY BANCORP, INC. ("DIME") PURSUANT TO AN
OPTION ("OPTION") GRANTED UNDER THE PLAN. IF YOU ARE NOT THE PERSON TO WHOM THE
OPTION WAS GRANTED ("OPTION RECIPIENT"), YOU MUST ATTACH TO THIS NOTICE PROOF OF
YOUR RIGHT TO EXERCISE THE OPTION GRANTED UNDER THE STOCK OPTION AGREEMENT
ENTERED INTO BETWEEN DIME AND THE OPTION RECIPIENT ("AGREEMENT"). THIS NOTICE
SHOULD BE PERSONALLY DELIVERED OR MAILED BY CERTIFIED MAIL, RETURN RECEIPT
REQUESTED TO: DIME COMMUNITY BANCORP, INC., C/O THE DIME SAVINGS BANK OF
WILLIAMSBURGH, 000 XXXXXXXXX XXXXXX, XXXXXXXX, XXX XXXX 00000, ATTENTION:
CORPORATE SECRETARY. THE EFFECTIVE DATE OF THE EXERCISE OF THE OPTION SHALL BE
THE EARLIEST DATE PRACTICABLE FOLLOWING THE DATE THIS NOTICE IS RECEIVED BY
DIME, BUT IN NO EVENT MORE THAN THREE DAYS AFTER SUCH DATE ("EFFECTIVE DATE").
EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY HEREIN, CAPITALIZED TERMS SHALL
HAVE THE MEANINGS ASSIGNED TO THEM UNDER THE PLAN. THIS NOTICE IS SUBJECT TO ALL
OF THE TERMS AND CONDITIONS OF THE PLAN AND THE AGREEMENT.
OPTION INFORMATION IDENTIFY BELOW THE OPTION THAT YOU ARE EXERCISING BY
PROVIDING THE FOLLOWING INFORMATION FROM THE STOCK OPTION
AGREEMENT.
NAME OF OPTIONEE: ___________________________________________
OPTION GRANT DATE: ________________, _______ EXERCISE PRICE PER SHARE: $____.__
(MONTH AND DAY) (YEAR)
EXERCISE PRICE COMPUTE THE EXERCISE PRICE BELOW AND SELECT A METHOD OF
PAYMENT.
TOTAL EXERCISE PRICE _______________ x $________.______ = $______________
(No. of Shares) (Exercise Price) Total Exercise Price
METHOD OF PAYMENT
/ / I enclose a certified check, money order, or bank draft
payable to the order of Dime Community Bancorp, Inc.
in the amount of $______________
/ / I enclose Shares duly endorsed for transfer to Dime
with all stamps attached and having a fair market
value of $______________
Total Exercise Price $______________
ISSUANCE OF CERTIFICATES
I hereby direct that the stock certificates representing the Shares
purchased pursuant to section 2 above be issued to the following
person(s) in the amount specified below:
NAME AND ADDRESS SOCIAL SECURITY NO. NO OF SHARES
_________________________________ _____-____-_______ _____________________
_________________________________
_________________________________ _____-____-_______ _____________________
_________________________________
WITHHOLDING ELECTIONS FOR EMPLOYEE OPTION RECIPIENTS WITH NON-QUALIFIED STOCK
OPTIONS ONLY. BENEFICIARIES AND OUTSIDE DIRECTORS SHOULD
NOT COMPLETE.
I understand that I am responsible for the amount of federal, state and
local taxes required to be withheld with respect to the Shares to
issued to me pursuant to this Notice, but that I may request Dime to
retain or sell a sufficient number of such Shares to cover the amo be
withheld. I hereby request that any taxes required to be withheld be
paid in the following manner [check one]:
/ / With a certified or bank check that I will deliver to the
Administrator on the day after the Effective Date of my
Option exercise.
/ / With the proceeds from a sale of Shares that would otherwise
be distributed to me.
/ / Retain shares that would otherwise be distributed to me.
I understand that the withholding elections I have made on this form
are not binding on the Committee, and that the Committee will decide
the amount to be withheld and the method of withholding and advise me
of its decision prior to the Effective Date. I further understand that
the Committee may request additional information or assurances
regarding the manner and time at which I will report the income
attributable to the distribution to be made to me.
I further understand that if I have elected to have Shares sold to
satisfy tax withholding, I may be asked to pay a minimal amount of such
taxes in cash in order to avoid the sale of more Shares than are
necessary.
COMPLIANCE WITH TAX AND SECURITIES LAWS
I understand that I must rely on, and consult with, my own tax
and legal counsel (and not Dime Community Bancorp, Inc.)
regarding the application of all laws -- particularly tax and
securities laws -- to the transactions to be effected pursuant
to my Option and this Notice. I understand that I will be
responsible for paying any federal, state and local taxes that
may become due upon the sale (including a sale pursuant to a
"cashless exercise") or other disposition of Shares issued
pursuant to this Notice and that I must consult with my own tax
advisor regarding how and when such income will be reportable.
_______________________________________ __________________
S H Signature Date
I E
G R ________________________________________________________________
N E Address
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INTERNAL USE ONLY
CORPORATE SECRETARY
Received [CHECK ONE]: / / By Hand / / By Mail Post Marked
______________________
DATE OF POST MARK
By____________________________________________ ______________________
AUTHORIZED SIGNATURE DATE OF RECEIPT
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APPENDIX B TO STOCK OPTION AGREEMENT
DIME COMMUNITY BANCORP, INC. 1996 STOCK OPTION PLAN
FOR OUTSIDE DIRECTORS, OFFICERS AND EMPLOYEES
BENEFICIARY DESIGNATION FORM
GENERAL
INFORMATION USE THIS FORM TO DESIGNATE THE BENEFICIARY(IES) WHO MAY EXERCISE
OPTIONS OUTSTANDING TO YOU AT THE TIME OF YOUR DEATH
Name of Person
Making Designation_____________________ Social Security Number ____--____--____
BENEFICIARY
DESIGNATION COMPLETE SECTIONS A AND B. IF NO PERCENTAGE SHARES ARE SPECIFIED,
EACH BENEFICIARY IN THE SAME CLASS (PRIMARY OR CONTINGENT) SHALL
HAVE AN EQUAL SHARE. IF ANY DESIGNATED BENEFICIARY PREDECEASES
YOU, THE SHARES OF EACH REMAINING BENEFICIARY IN THE SAME CLASS
(PRIMARY OR CONTINGENT) SHALL BE INCREASED PROPORTIONATELY.
A PRIMARY BENEFICIARY(IES). I hereby designate the following person as my
primary Beneficiary under the Plan, reserving the right to change or revoke this
designation at any time prior to my death:
NAME ADDRESS RELATIONSHIP BIRTHDATE SHARE
____________________ ___________________ __________ __________ _______%
___________________
____________________ ___________________ __________ __________ _______%
___________________
____________________ ___________________ __________ __________ _______%
___________________
Total = 100%
B CONTINGENT BENEFICIARY(IES). I hereby designate the following person(s) as my
contingent Beneficiary(ies) under the Plan to receive benefits only if all of my
primary Beneficiaries should predecease me, reserving the right to change or
revoke this designation at any time prior to my death as to all outstanding
Options:
NAME ADDRESS RELATIONSHIP BIRTHDATE SHARE
____________________ ___________________ __________ __________ _______%
___________________
____________________ ___________________ __________ __________ _______%
___________________
____________________ ___________________ __________ __________ _______%
___________________
Total = 100%
I understand that this Beneficiary Designation shall be
effective only if properly completed and received by the
Corporate Secretary of Dime Community Bancorp, Inc. prior to my
death, and that it is subject to all of the terms and conditions
of the Plan. I also understand that an effective Beneficiary
designation revokes my prior designation(s) with respect to all
outstanding Options.
_______________________________________ __________________
S H Signature Date
I E
G R ________________________________________________________________
N E Address
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INTERNAL USE ONLY
This Beneficiary Designation was Comments
received by the Corporate Secretary of
Dime Community Bancorp, Inc. on the date
indicated.
By______________________ _______________
AUTHORIZED SIGNATURE DATE
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