AMENDED AND RESTATED EMPLOYMENT AGREEMENT
EXHIBIT 10.2
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amended and Restated Employment Agreement (this “Agreement”) is dated this 30th day of April 2026 (the “Effective Date”), by and between Dime Community Bancshares, Inc., a Delaware corporation (the “Company”), Dime Community Bank, a New York chartered commercial bank and a wholly owned subsidiary of the Company (the “Bank”), and ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Executive”).
WHEREAS, Executive was promoted to Senior Executive Vice President, Chief Financial Officer and Chief Operating Officer of the Company and the Bank and is a party to an employment agreement with the Company and Bank dated as of October 9, 2020 (the “Prior Agreement”); and
WHEREAS, in connection with the Executive’s promotion, the Company, the Bank and the Executive desire to amend and restate the Prior Agreement to reflect the Executive’s promotion and to incorporate all amendments to the Prior Agreement; and
WHEREAS, the Executive is willing to serve the Company and the Bank on the terms and conditions hereinafter set forth; and
WHEREAS, this Agreement shall supersede and replace the Prior Agreement as of the Effective Date.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, and upon the other terms and conditions hereinafter provided, the parties hereby agree as follows:
| 1. | Employment Period. |
| 2. | Duties. |
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| 3. | Annual Compensation. |
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| 4. | Employee Benefit Plans; Paid Time Off |
| 5. | Outside Activities and Board Memberships |
During the term of this Agreement, the Executive shall not, directly or indirectly, provide services on behalf of any financial institution, any insurance company or agency, any mortgage or loan broker or any other entity or on behalf of any subsidiary or affiliate of any such entity engaged in the financial services industry, as an employee, consultant, independent contractor, agent, sole proprietor, partner, joint venturer, corporate officer or director; nor shall the Executive acquire by reason of purchase during the term of this Agreement the ownership of more than 5% of the outstanding equity interest in any such entity. Subject to the foregoing, and to the Executive’s right to continue to serve as an officer and/or director or trustee of any business organization as to which he was so serving on the Effective Date of this Agreement, the Executive may serve on boards of directors of unaffiliated, for-profit business corporations, subject to Board approval, which shall not be unreasonably withheld, and such services shall be presumed for these purposes to be for the benefit of the Bank and the Company. Except as specifically set forth herein, the Executive may engage in personal business and investment activities, including real estate investments and personal investments in the stocks, securities and obligations of other financial institutions (or their holding companies). Notwithstanding the foregoing, in no event shall the Executive’s outside activities, services, personal business and investments materially interfere with the performance of
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his duties under this Agreement.
| 6. | Working Facilities and Expenses |
| 7. | Termination of Employment with Bank Liability |
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| (E) | a material breach of this Agreement by the Bank and/or the |
Company; or
| (A) | the amount equal to the product of (1) three and (2) the sum of |
| (x) | Executive’s Base Salary and (y) the Recent Bonus; |
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(C) an amount equal to the product of (A) the sum of (x) 150% of the monthly premiums for coverage under the Company’s or and its Affiliates health care plans for purposes of continuation coverage under Section 4980B of the Code with respect to the maximum level of coverage in effect for Executive and his or her spouse and dependents as of immediately prior to the date of termination, and (y) 150% of the monthly premium for coverage (based on the rate paid by the Company and its Affiliates for active employees) under the life insurance plans of the Company and its Affiliates, in each case, based on the plans and at the levels of participation in which Executive participates as of immediately prior to the date of termination (or, if more favorable to Executive, the plans as in effect immediately prior to the Effective Date), and (B) the number of months in the Benefits Period;
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(C)an amount equal to the product of (A) the sum of (x) 150% of the monthly premiums for coverage under the Company’s or and its Affiliates health care plans for purposes of continuation coverage under Section 4980B of the Code with respect to the maximum level of coverage in effect for Executive and his or her spouse and dependents as of immediately prior to the date of termination, and (y) 150% of the monthly premium for coverage (based on the rate paid by the Company and its Affiliates for active employees) under the life insurance plans of the Company and its Affiliates, in each case, based on the plans and at the levels of participation in which Executive participates as of immediately prior to the date of termination (or, if more favorable to Executive, the plans as in effect immediately prior to the Effective Date), and (B) the number of months in the Benefits Period;
(D)All of the Executive’s equity awards subject to performance-based vesting (“Performance Awards”) will become fully vested as of the date of termination of employment: (i) based on actual performance measured as of the most recent completed fiscal quarter, and (ii) if actual performance cannot be determined, all Performance Awards will vest as to all shares subject to an outstanding Performance Award at the target performance level; and all of the Executive’s equity awards subject to time-based vesting will become fully vested as of the date of termination of employment.
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| 8. | Termination without Additional Bank or Company Liability |
| (a) | Termination for Cause. |
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| 9. | Change in Control |
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(I) either (x) the members of the Board immediately prior to such merger or consolidation constitute at least a majority of the members of the governing body of the institution resulting from such merger or consolidation; or (y) the stockholders of the Company own securities of the institution resulting from such merger or consolidation representing 80% or more of the combined voting power of all such securities of the resulting institution then outstanding in substantially the same proportions as their ownership of voting securities of the Company immediately before such merger or consolidation; and
(II) if the entity which results from such merger or consolidation is not the Company, such entity expressly agrees in writing to assume and perform the Company's obligations under the Plan; or
(B)The approval by the stockholders of the Company of a complete liquidation or dissolution of the Company; or
(C)Any event that would be described in Section 9(i), (ii) or (iii) if “Bank (and any successor thereto)” were substituted for the “Company” therein.
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| 12. | Regulatory Requirements |
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C.F.R. Part 359.
| 13. | Arbitration; Legal Fees. |
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If to the Executive:
At the last address On file
If to the Company
and the Bank:Dime Community Bank
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Attention: President and Chief Executive Officer
With copies to:
Dime Community Bank
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
▇▇▇▇ ▇▇▇▇▇▇, PC
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇ ▇▇▇
Washington, DC 20015 Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
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| 17. | Miscellaneous. |
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| 20. | Tax Matters. |
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[Signature Page Follows]
IN WITNESS WHEREOF, the Bank, Company and the Executive have duly executed this Agreement as of the day and year first written above.
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By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
DIME COMMUNITY BANCSHARES, INC.
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Duly Authorized Officer
DIME COMMUNITY BANK
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Duly Authorized Officer [Signature Page to Employment Agreement]
