EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • July 27th, 1998 • Dime Community Bancshares Inc • Savings institution, federally chartered • New York
DIME COMMUNITY BANCORP, INC. 1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS,OFFICERS AND EMPLOYEES STOCK OPTION AGREEMENTStock Option Agreement • September 26th, 1997 • Dime Community Bancorp Inc • Savings institution, federally chartered • New York
SERIES BGuarantee Agreement • July 29th, 2004 • Dime Community Bancshares Inc • Savings institution, federally chartered • New York
Dime Community Bancshares, Inc. 2,000,000 Shares 5.50% Fixed-Rate Non- Cumulative Perpetual Preferred Stock, Series A Underwriting AgreementUnderwriting Agreement • June 4th, 2020 • Dime Community Bancshares Inc • Savings institution, federally chartered • New York
RECITALSStock Option Agreement • July 27th, 1998 • Dime Community Bancshares Inc • Savings institution, federally chartered • New York
TRUST AGREEMENTTrust Agreement • June 26th, 2000 • Dime Community Bancshares Inc • Savings institution, federally chartered • New York
DIME COMMUNITY BANCORP, INC. 1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS, OFFICERS AND EMPLOYEES NON-QUALIFIED STOCK OPTION AGREEMENT FOR OUTSIDE DIRECTORSNon-Qualified Stock Option Agreement • September 26th, 1997 • Dime Community Bancorp Inc • Savings institution, federally chartered • New York
EXHIBIT 99.1Rights Agreement • April 16th, 1998 • Dime Community Bancorp Inc • Savings institution, federally chartered • Delaware
EXHIBIT 4.4 -----------Agreement and Declaration of Trust • June 26th, 2000 • Dime Community Bancshares Inc • Savings institution, federally chartered • New York
OFBylaws • September 28th, 1998 • Dime Community Bancshares Inc • Savings institution, federally chartered
INDENTUREIndenture • July 29th, 2004 • Dime Community Bancshares Inc • Savings institution, federally chartered • New York
OFFICERS AND EMPLOYEES DIME COMMUNITY BANCORP, INC. 1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS, OFFICERS AND EMPLOYEES STOCK OPTION AGREEMENTIncentive Stock Option Agreement • June 16th, 1997 • Dime Community Bancorp Inc • Savings institution, federally chartered • New York
by and amongRegistration Rights Agreement • July 29th, 2004 • Dime Community Bancshares Inc • Savings institution, federally chartered • New York
LIQUIDATED DAMAGES AGREEMENT THIS LIQUIDATED DAMAGES AGREEMENT (the "AGREEMENT") is made and entered into as of March 12, 2004 by and among DIME COMMUNITY BANCSHARES, INC., a Delaware corporation (the "COMPANY"), DIME COMMUNITY CAPITAL TRUST I, a...Liquidated Damages Agreement • July 29th, 2004 • Dime Community Bancshares Inc • Savings institution, federally chartered • New York
AMENDED AND RESTATED EMPLOYEE RETENTION AGREEMENT by and among THE DIME SAVINGS BANK OF WILLIAMSBURGH, DIME COMMUNITY BANCSHARES, INC. and TIMOTHY B. KING / MICHAEL PUCELLA made and entered into as ofEmployee Retention Agreement • March 17th, 2009 • Dime Community Bancshares Inc • Savings institution, federally chartered • New York
This AMENDED AND RESTATED EMPLOYEE RETENTION AGREEMENT (“Agreement”) is made and entered into as of ________, 2008 by and among THE DIME SAVINGS BANK of WILLIAMSBURGH, a savings bank organized and operating under the federal laws of the United States and having its executive offices at 209 Havemeyer Street, Brooklyn, New York 11211 (“Bank”); DIME COMMUNITY BANCSHARES, INC., a business corporation organized and existing under the laws of the State of Delaware and having its executive offices at 209 Havemeyer Street, Brooklyn, New York 11211 (“Holding Company”); and Timothy B. King, an individual residing at __________________ (“Officer”)
CHANGE IN CONTROL EMPLOYMENT AGREEMENTChange in Control Employment Agreement • May 10th, 2019 • Dime Community Bancshares Inc • Savings institution, federally chartered • New York
THIS CHANGE IN CONTROL EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into, as of February 1, 2019, by and between Dime Community Bancshares, Inc., a Delaware corporation (the “Company”) and Mr. Conrad Gunther (“Executive”).
Dime Community Bancshares, Inc. 4.50% Fixed-to-Floating Rate Subordinated Debentures due June 15, 2027 Underwriting AgreementUnderwriting Agreement • June 13th, 2017 • Dime Community Bancshares Inc • Savings institution, federally chartered • New York
VOTING AGREEMENTVoting Agreement • July 2nd, 2020 • Dime Community Bancshares Inc • Savings institution, federally chartered • New York
This Voting Agreement (this “Agreement”), dated as of July 1, 2020, is entered into by and between Bridge Bancorp, Inc., a New York corporation, (“BB”) and the undersigned party (the “Shareholder”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 17th, 2009 • Dime Community Bancshares Inc • Savings institution, federally chartered • New York
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of___________, 2008, by and between Dime Community Bancshares, Inc., a savings and loan holding company organized and operating under the laws of the State of Delaware and having an office at 209 Havemeyer Street, Brooklyn, New York 11211 (“Company”) and Vincent F. Palagiano ("Mr. Palagiano").
WAIVEREmployment Agreement • May 10th, 2005 • Dime Community Bancshares Inc • Savings institution, federally chartered
The undersigned is a party to an Employment Agreement with Dime Community Bancshares, Inc. (the "Company") made and entered into as of January 1, 2003 (the "Company Agreement") and an Amended and Restated Employment Agreement with The Dime Savings Bank of Williamsburgh (the "Bank") made and entered into as of June 26, 1995 (the "Bank Agreement").
OFCertificate of Incorporation • September 28th, 1998 • Dime Community Bancshares Inc • Savings institution, federally chartered
DIME COMMUNITY BANCSHARES, INC. Issuer and WILMINGTON TRUST, NATIONAL ASSOCIATION Trustee SUBORDINATED DEBT SECURITIES INDENTURE Dated as of _________________Subordinated Debt Securities Indenture • August 25th, 2017 • Dime Community Bancshares Inc • Savings institution, federally chartered • New York
This INDENTURE, dated as of , is made by and between DIME COMMUNITY BANCSHARES, INC., a Delaware corporation (the “Company”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as trustee (the “Trustee”).
Restricted Stock AwardRestricted Stock Award • June 29th, 2020 • Dime Community Bancshares Inc • Savings institution, federally chartered
This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2020 Equity Incentive Plan (the “Plan”) of Dime Community Bancshares, 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 and related prospectus have been provided to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock 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 of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used here
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 17th, 2009 • Dime Community Bancshares Inc • Savings institution, federally chartered • New York
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of _____________, 2008, by and between Dime Community Bancshares, Inc., a savings and loan holding company organized and operating under the laws of the State of Delaware and having an office at 209 Havemeyer Street, Brooklyn, New York 11211 (“Company”) and Kenneth J. Mahon ("Mr. Mahon").
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2011 • Dime Community Bancshares Inc • Savings institution, federally chartered • New York
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of March 31, 2011, by and between Dime Community Bancshares, Inc., a savings and loan holding company organized and operating under the laws of the State of Delaware and having an office at 209 Havemeyer Street, Brooklyn, New York 11211 (“Company”) and Michael P. Devine ("Mr. Devine").
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 17th, 2009 • Dime Community Bancshares Inc • Savings institution, federally chartered • New York
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of ____________, 2008, by and between Dime Community Bancshares, Inc., a savings and loan holding company organized and operating under the laws of the State of Delaware and having an office at 209 Havemeyer Street, Brooklyn, New York 11211 (“Company”) and Michael P. Devine ("Mr. Devine").
Stock OptionStock Option Agreement • June 29th, 2020 • Dime Community Bancshares Inc • Savings institution, federally chartered
This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2020 Equity Incentive Plan (the “Plan”) of Dime Community Bancshares, 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 and related prospectus have been provided to each person 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 of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used herein but not defined will have the same meaning as in the Plan.
Employment and Change in Control AgreementEmployment Agreement • March 15th, 2017 • Dime Community Bancshares Inc • Savings institution, federally chartered • New York
This Employment and Change in Control Agreement (this “Agreement”) is entered into effective as of this 12th day of December, 2016, by and between Dime Community Bank, a New York State-chartered savings bank and wholly-owned subsidiary of Dime Community Bancshares, Inc. (the “Corporation”) and Conrad Gunther (the “Executive”).
Performance-based Restricted Stock AwardRestricted Stock Award • June 29th, 2020 • Dime Community Bancshares Inc • Savings institution, federally chartered
This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2020 Equity Incentive Plan (the “Plan”) of Dime Community Bancshares, 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 and related prospectus have been provided to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock 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 of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used here
Restricted Stock Unit AwardRestricted Stock Unit Award • June 29th, 2020 • Dime Community Bancshares Inc • Savings institution, federally chartered
This restricted stock unit agreement (“Restricted Stock Unit Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2020 Equity Incentive Plan (the “Plan”) of Dime Community Bancshares, 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 and related prospectus have been provided to each person granted a 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 of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Ca
PURCHASE AND SALE AGREEMENT Between THE DIME SAVINGS BANK OF WILLIAMSBURGH, as Seller, and TAVROS CAPITAL PARTNERS USA LLC, as Purchaser Dated: October 7, 2015Purchase and Sale Agreement • March 15th, 2017 • Dime Community Bancshares Inc • Savings institution, federally chartered • New York
THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into as of the 7th day of October, 2015 by and between THE DIME SAVINGS BANK OF WILLIAMSBURGH, a New York State chartered Savings Bank ("Seller"), and TAVROS CAPITAL PARTNERS USA LLC, a Delaware limited liability company ("Purchaser").
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 17th, 2009 • Dime Community Bancshares Inc • Savings institution, federally chartered • New York
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the 31st day of December, 2008, by and between The Dime Savings Bank of Williamsburgh, a mutual savings bank organized and operating under the federal laws of the United States and having an office at 209 Havemeyer Street, Brooklyn, New York 11211 ("Bank") and Vincent F. Palagiano, residing at 44 Direnzo Court, Staten Island, New York 10309 and amends and restates the Amended and Restated Employment Agreement made as of June 26, 1996 between the Bank and Mr. Palagiano.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 17th, 2009 • Dime Community Bancshares Inc • Savings institution, federally chartered • New York
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the 31st day of December 2008, by and between The Dime Savings Bank of Williamsburgh, a mutual savings bank organized and operating under the federal laws of the United States and having an office at 209 Havemeyer Street, Brooklyn, New York 11211 ("Bank") and Kenneth J. Mahon, residing at 135 Rotary Drive, Summit, New Jersey 07901 and amends and restates the Amended and Restated Employment Agreement made as of June 26, 1996 between the Bank and Mr. Mahon.
Modification of Employee Retention AgreementEmployee Retention Agreement • March 17th, 2009 • Dime Community Bancshares Inc • Savings institution, federally chartered
This Modification of Employee Retention Agreement (“Modification”) is made and entered into as of December 31, 2008 by and among The Dime Savings Bank of Williamsburgh, a savings bank organized and operating under the federal laws of the United States and having its executive offices at 209 Havemeyer Street, Brooklyn, New York 11211 (“Bank”); Dime Community Bancshares, Inc., a business corporation organized and existing under the laws of the State of Delaware and having its executive offices at 209 Havemeyer Street, Brooklyn, New York 11211 (“Holding Company”); and ___________________, an individual residing at _______________ ___________________________ (“Officer”).
Draft Model Agreement as of August 26, 2011 EMPLOYEE RETENTION AGREEMENT by and among THE DIME SAVINGS BANK OF WILLIAMSBURGH, DIME COMMUNITY BANCSHARES, INC. and made and entered into as ofEmployee Retention Agreement • May 9th, 2012 • Dime Community Bancshares Inc • Savings institution, federally chartered • New York
This EMPLOYEE RETENTION AGREEMENT (“Agreement”) is made and entered into as of ___________ by and among THE DIME SAVINGS BANK of WILLIAMSBURGH, a savings bank organized and operating under the federal laws of the United States and having its executive offices at 209 Havemeyer Street, Brooklyn, New York 11211 (“Bank”); DIME COMMUNITY BANCSHARES, INC., a business corporation organized and existing under the laws of the State of Delaware and having its executive offices at 209 Havemeyer Street, Brooklyn, New York 11211 (“Holding Company”); and ____________, an individual residing at _______________________________(“Officer”).
