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Exhibit 10.8
[Dime Letterhead]
December 19, 1996
Xx. Xxxxxxx X. Xxxxx
0000 Xxxxx Xxxxxxx Xxxxxx
Xxxxx, Xxxxxxx 00000
Re: Agreement Regarding Initial Employment Terms
Dear Rich:
As we discussed, this Letter Agreement is intended to detail
several elements of your initial compensation arrangements with The Dime Savings
Bank of New York, FSB (the "Bank"). To the extent, however, that it describes
benefits requiring the approval of the Compensation Committee or the Board of
Directors of the Bank or of Dime Bancorp, Inc. (the "Company"), it is subject to
that approval, and to changes that may be determined by such Committee(s) or
such Board(s) from time to time, and participation in the various plans
described will be pursuant to the terms of those plans, as they may be revised
(and subject to their termination) from time to time by the Bank or the Company.
The benefits described herein are also subject to other limitations described in
further detail below.
1. Restricted Stock Award. As soon as possible following the
date hereof, subject to appropriate approvals, you will be awarded the right to
purchase 20,000 shares of restricted stock pursuant to the Dime Bancorp, Inc.
1991 Stock Incentive Plan (the "Plan"), with such restricted stock vesting on a
pro-rata basis on the third, fourth and fifth anniversaries of the date of
grant, subject to earlier vesting under the circumstances described in section
15.1 of the Plan. The purchase price for each share of restricted stock,
described in the preceding sentence, shall be equal to $1.00 per share. The
Company agrees to pay to you on the date of such award $30,000 for the purpose
of providing you with the aggregate purchase price for the restricted stock
awarded hereunder and the Federal, state and local income tax liability arising
from such payment.
2. Annual Incentive Opportunity. You will be eligible to
participate in the Bank's Officer Incentive Plan beginning with 1997, with a
minimum incentive payment amount of $250,000 for the first year, a target
incentive opportunity of $250,000 for the second year and a target incentive
opportunity of $290,000 for the third year. You will have an opportunity to earn
up to 150% of your minimum incentive or target incentive payment based on
extraordinary performance, with the final determination of the incentive paid to
you in the discretion of the Bank's Board of Directors.
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3. Sign-on-Bonus. You shall receive, within 30 days of the
execution and delivery of the Employment Agreement, dated as of December 19,
1996, between the Bank and you (the "Employment Agreement") an initial cash
bonus of $250,000. Subject to appropriate approvals, you will also receive, as
soon as possible following the date hereof, a grant of 28,000 non-qualified
stock options. Such options shall vest, pro rata upon the first, second and
third anniversaries of the date of grant.
4. Long-Term Incentive Opportunity. To the extent approved, as
appropriate, from time to time by the Compensation Committee or the Board of
Directors of the Bank or the Company, you will be eligible to participate in the
Company's Senior Management Incentive Plan, with a long-term incentive award of
26,500 non-qualified stock options in each of the first two years of your
employment by the Bank and a long-term incentive award equal in value (as
determined by the Bank) to 60% of your base annual salary during the third year
of your employment by the Bank if and after you assume the duties of Chief
Executive Officer of the Bank's mortgage unit.
5. Key Executive Life Insurance. To the extent approved by the
Compensation Committee of the Bank or the Company, you will be eligible to
participate in the Bank's Key Executive Life Insurance/Death Benefit Plan.
6. Deferred Compensation Plan. To the extent approved by the
Compensation Committee of the Bank or the Company, you will be eligible to
participate in the Dime Bancorp, Inc. Voluntary Deferred Compensation Plan.
7. Automobile Allowance. For purposes of enabling you to
travel to and from the Bank's offices and elsewhere for business purposes, the
Bank will provide you during the term of your Employment Agreement with the use
of a Bank-owned or Bank-leased automobile of a make and model commensurate with
that being provided under the Bank's policies as in effect on the date hereof to
officers of the Bank of comparable rank and responsibility, and will reimburse
you for all costs, including tolls and gasoline, incurred by you during such
period in connection with the business operation of the vehicle, subject to the
Bank's policies, as in effect from time to time, concerning personal use of the
automobile.
8. Dues Reimbursement. The Bank will reimburse you during the
term of your employment for the reasonable annual (or less frequent) membership
fees for two country, social, business, luncheon or fitness clubs.
Notwithstanding the foregoing, if any statue, regulation,
order, agreement or regulatory interpretation thereof that is valid and binding
upon the Bank, including, without limitation, 12 USC Section 1828(k) and
regulations thereunder (each a "Regulatory Restriction") restricts, prohibits or
limits the amount of any payment or the provision of any benefit that the Bank
would otherwise be liable for pursuant to this Letter Agreement, then the amount
that the Bank will pay to you will not exceed the maximum amount permissible
under such Regulatory Restriction; provided, that if such Regulatory Restriction
shall subsequently be rescinded,
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superseded, amended or otherwise determined not to restrict, limit or prohibit
payment by the Bank of amounts otherwise due you hereunder, the Bank shall
promptly thereafter pay to you any amounts (or the value of any benefit)
previously withheld from you as a result of such Regulatory Restriction. The
provisions and limitations set forth in Section 10 of your Employment Agreement,
to the extent required by law, are hereby incorporated by reference herein.
Further, if any amount otherwise payable hereunder other than upon events
following a Hostile Change in Control (as defined in the Employment Agreement)
would be deemed to constitute a parachute payment (a "Parachute Payment") within
the meaning of Section 280G of the Internal Revenue Code of 1986, as amended
(the "Code"), and if any such Parachute Payment, when added to any other
payments other than upon events following a Hostile Change in Control which are
deemed to constitute Parachute Payments, would otherwise result in the
imposition of an excise tax under Section 4999 of the Code, the amounts payable
hereunder shall be reduced by the smallest amount necessary to avoid the
imposition of such excise tax. Any such limitation shall be applied in a manner
that considers the benefits that are to be paid pursuant to the Employment
Agreement or otherwise, and such limitation shall be applied to such
compensation and benefit amounts, and in such order, as the Bank shall determine
in its sole discretion. References to the Code hereunder shall be to the Code as
presently in effect or to the corresponding provisions of any succeeding law.
This Letter Agreement is intended solely to detail certain of
your initial compensation arrangements with the Bank. Nothing in this Letter
Agreement (a) confers upon you the right to continue in the employment of the
Bank or the right to hold any particular office or position with the Bank, (b)
requires the Bank to pay you, or entitles you to receive, any specified annual
salary or interferes with or restricts in any way the right of the Bank to
decrease your annual salary at any time, (c) requires the Bank to continue to
provide any of the benefit plans or arrangements described above, or (d)
interferes with or restricts in any way the right of the Bank to terminate your
employment at any time, with or without cause. In the event of any conflict
between the express provisions of this Letter Agreement and the Employment
Agreement, the express provisions of the Employment Agreement shall be
controlling.
Any payments due you hereunder shall be reduced by all
applicable withholding and other taxes.
This Letter Agreement shall be governed by the laws of the
State of New York, without regard to conflict of laws principles applied in the
State of New York. If any provision of this Letter Agreement is held by a court
or other authority having competent jurisdiction to be invalid, void or
otherwise unenforceable, in whole or in part, by reason of any applicable law,
statute or regulation or any interpretation thereof, then the remainder of the
provision of this Letter Agreement shall remain in full force and effect and in
no way affected, impaired or invalidated. This Letter Agreement may be assumed
by the Company at its election. Following any such election, the obligations of
the Bank under this Letter Agreement shall become the obligations of the
Company. Except as otherwise provided above, this Letter Agreement may only be
amended in writing signed by both parties hereto.
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Please indicate your acceptance to the terms of this Letter
Agreement by signing below.
Very truly yours,
THE DIME SAVINGS BANK OF NEW YORK, FSB
By:_____________________________________________
AGREED AND ACCEPTED
_____________________________________
Xxxxxxx X. Xxxxx
Date:
