EXHIBIT 4.1
-----------
Form of Option Conversion Agreement by and between
Dime Community Bancshares, Inc.
and Former Officers and Directors of Financial Bancorp, Inc.
DIME COMMUNITY BANCSHARES, INC.
STOCK OPTIONS ASSUMED PURSUANT TO SECTION 1.6(b)
OF THE AGREEMENT AND PLAN OF MERGER DATED JULY 18, 1998
BY AND BETWEEN DIME COMMUNITY BANCSHARES, INC. AND FINANCIAL BANCORP, INC.
OPTION CONVERSION CERTIFICATE
-----------------------------
__________________________________________________ ______________________
NAME OF OPTION HOLDER SOCIAL SECURITY NUMBER
________________________________________________________________________________
STREET ADDRESS
______________________________ ___________________ ____________________
CITY STATE ZIP CODE
This Option Conversion Certificate sets forth the terms and conditions on which
options to purchase common stock of Financial Bancorp, Inc. ("FIBC Options")
granted to the Continuing Option Holder named above by Financial Bancorp, Inc.
("FIBC") and outstanding at the Effective Time of the merger of FIBC into Dime
Community Bancshares, Inc. ("DCB") have been converted into options to purchase
common stock of DCB ("Converted Options") pursuant to section 1.6(b) of the
Agreement and Plan of Merger dated as of July 18, 1998, by and between DCB and
FIBC (the "Merger Agreement"). Below are specific terms and conditions
applicable to this Converted Option. Attached as Exhibit A are its general terms
and conditions.
=====================================================================================================================
(A) (B) (C) (D) (E)
---------------------------------------------------------------------------------------------------------------------
FIBC OPTION
---------------------------------------------------------------------------------------------------------------------
Grant Date:
---------------------------------------------------------------------------------------------------------------------
Class of Optioned Shares Common Common Common Common Common
---------------------------------------------------------------------------------------------------------------------
No. of Shares
---------------------------------------------------------------------------------------------------------------------
Exercise Price Per Share
---------------------------------------------------------------------------------------------------------------------
Option Type (ISO or NQSO)
---------------------------------------------------------------------------------------------------------------------
Plan (Employee or Director)
---------------------------------------------------------------------------------------------------------------------
Option Expiration Date
---------------------------------------------------------------------------------------------------------------------
CONVERTED OPTION
---------------------------------------------------------------------------------------------------------------------
Class of Optioned Shares* Common Common Common Common Common
---------------------------------------------------------------------------------------------------------------------
No. of Shares*
---------------------------------------------------------------------------------------------------------------------
Exercise Price Per Share*
---------------------------------------------------------------------------------------------------------------------
Option Type (ISO or NQSO)
---------------------------------------------------------------------------------------------------------------------
Option Expiration Date
=====================================================================================================================
*SUBJECT TO ADJUSTMENT AS PROVIDED IN THE GENERAL TERMS AND CONDITIONS.
By signing where indicated below, DCB grants this Converted Option upon the
specified terms and conditions, and the Option Holder (1) acknowledges receipt
of this Option Conversion Certificate, including Exhibit A and Appendices A and
B thereto, and agrees to observe and be bound by the terms and conditions set
forth herein,(2) acknowledges receipt of the Prospectus dated January 21, 1999
pursuant to which shares of common stock of DCB which may be acquired upon
exercise of Converted Options are being offered and (3) agrees that this Option
Conversion Certificate and the attached Exhibit A (and Appendices A and B
attached thereto) supersede, in their entirety, any and all prior terms and
conditions, agreements, understandings and arrangements, whether or not in
writing, with respect to his or her FIBC Options.
DIME COMMUNITY BANCSHARES, INC. OPTION HOLDER
By___________________________________ _________________________
NAME: _________________________
TITLE: _________________________
EXHIBIT A
---------
DIME COMMUNITY BANCSHARES, INC.
STOCK OPTIONS GRANTED PURSUANT TO SECTION 1.6(b)
OF THE AGREEMENT AND PLAN OF MERGER, DATED JULY 18, 1998
BY AND BETWEEN DIME COMMUNITY BANCSHARES, INC. AND FINANCIAL BANCORP, INC.
GENERAL TERMS AND CONDITIONS
SECTION 1. APPLICABILITY.
This Exhibit A establishes the general terms and conditions
applicable to all options to purchase Common Stock, par value $.01 per share, of
Dime Community Bancshares, Inc. ("DCB Common Stock") that have been granted by
Dime Community Bancshares, Inc. ("DCB") pursuant to section 1.6(b) of the
Agreement and Plan of Merger, dated July 18, 1998, by and between DCB and
Financial Bancorp, Inc. (the "Merger Agreement") in substitution for options to
purchase common stock of Financial Bancorp, Inc. ("FIBC Common Stock")
outstanding under the Financial Bancorp, Inc. 1995 Incentive Stock Option Plan
(the "FIBC ISO Plan"), as amended, or the Financial Bancorp, Inc. 1995 Stock
Option Plan for Outside Directors (the "FIBC Outside Directors Plan"), as
amended, at the Effective Time of the merger of Financial Bancorp, Inc. ("FIBC")
with and into DCB pursuant to the Merger Agreement (the "Effective Time"). For
purposes of this Exhibit A and the Option Conversion Certificate to which it is
attached, options to purchase FIBC Common Stock that are outstanding at the
Effective Time are referred to as "FIBC Options," the options to purchase DCB
Common Stock that are granted in substitution therefor are referred to as
"Converted Options," and the undersigned individual shall be referred to as the
"Option Holder." This Exhibit A, together with the Option Conversion Certificate
to which it is attached, constitute an Option Conversion Agreement containing
all of the terms and conditions of the Converted Options and supersede in their
entirety all of the terms and conditions of the FIBC ISO Plan or the FIBC
Outside Directors Plan, as the case may be, and any other agreements,
understandings or arrangements, whether or not in writing, evidencing or
pertaining to any FIBC Option.
SECTION 2. DCB COMMON STOCK SUBJECT TO CONVERTED OPTION.
The maximum number of shares of DCB Common Stock which may be
purchased upon exercise of a Converted Option is the number shown on the
Continuing Option Holder's Option Conversion Certificate. The number of shares
of DCB Common Stock which may be purchased upon exercise of the Converted Option
at any time is the maximum number shown on the Continuing Option Holder's Option
Conversion Certificate reduced by one share for each share of DCB Common Stock
as to which the Converted Option has previously been exercised.
SECTION 3. INCENTIVE STOCK OPTION TREATMENT -- OPTIONS UNDER THE
FIBC ISO PLAN.
The FIBC Options granted under the FIBC ISO Plan, designated
as "incentive stock options" ("ISOs") on the Option Holder's Stock Option
Certificate, were intended be ISOs within
Page 1
the meaning of section 422 of the Internal Revenue Code of 1986 ("Code") to be
the maximum permissible extent. The Option Holder acknowledges that if his or
her FIBC Option was designated as an ISO, as a result of the conversion of the
FIBC Option and the terms and conditions herein, the Converted Option may not be
an ISO and may be treated as a non-qualified stock option under the Code after
the date of this Agreement, including for purposes of income tax withholding,
and that he is aware of the tax consequences.
SECTION 4. OPTION PERIOD.
The Options shall expire one hundred and twenty (120) months
following the date of grant unless sooner exercised.
SECTION 5. EXERCISE PRICE.
During the Option Period, the Option Holder shall have the
right to purchase all or any portion of the DCB Common Stock then available for
purchase upon exercise of the Converted Option at the Exercise Price per Share
specified for the Converted Option on the Stock Option Certificate.
SECTION 6. METHOD OF EXERCISE.
(a) The Option Holder may, at any time during the Option Period,
exercise his or her right to purchase all or any part of the optioned DCB Common
Stock. The Option Holder shall exercise such right by:
(i) giving written notice to DCB, in the form attached hereto
as Appendix A; and
(ii) delivering to DCB full payment of the Exercise Price for
the Common Stock to be purchased, with such payment made in cash or by
check, or in whole or in part, through the surrender of shares of
Common Stock, which shares will be valued at Fair Market Value (as
defined below) on the date of the exercise of the Option.
(b) Fair Market Value, when used in connection with Common Stock on a
certain date, shall mean:
(i) the final reported sales price on the date in question (or
if there is no reported sale on such date, on the last preceding date
on which any reported sale occurred) as reported in the principal
consolidated reporting system with respect to securities listed or
admitted to trading on the principal United States securities exchange
on which the Shares are listed or admitted to trading; or
(ii) if the Shares are not listed or admitted to trading on
any such exchange, the closing bid quotation with respect to a Share on
such date on the National Association of Securities Dealers Automated
Quotations System, or, if no
Page 2
such quotation is provided, on another similar system, selected by the
Committee, then in use; or
(iii) if subsections (a) and (b) are not applicable, the fair
market value of a Share as the Committee may determine.
(c) The exercise price, upon the election of the Option Holder, may be
paid by such Option Holder's broker-dealer if such broker-dealer is to be repaid
with the proceeds of the sale of a portion of the shares of Common Stock
underlying the exercised options as permitted under Rule 16b-6(b) of the
Securities Exchange Act of 1934, as amended ("Cashless Exercise").
(d) The Option Holder shall not be entitled to any rights as a
stockholder with respect to shares of Common Stock being acquired pursuant to
the exercise of the Option unless and until certificates evidencing such Common
Stock are issued. No adjustments shall be made for dividends or distributions or
other rights for which the record date is prior to the date such certificates
are issued except as provided in Section 8.
SECTION 7. STOCK APPRECIATION RIGHTS.
The Option Holder shall have no right to receive from DCB any
cash payment in full or partial settlement of his rights in, to or under a
Converted Option.
SECTION 8. DILUTION AND OTHER ADJUSTMENTS.
In the event of any change in the outstanding shares of Common
Stock by reason of any stock dividend or split, recapitalization, merger,
consolidation, spin-off, reorganization, combination or exchange of shares, or
other similar corporate change, proportionate and equitable adjustments to the
Option shall be made to the number of shares of Common Stock covered by the
Option and to the Exercise Price per share covered by the Option to prevent
dilution or enlargement of the rights of the Option Holder.
SECTION 9. DELIVERY AND REGISTRATION OF DCB COMMON STOCK.
The obligation of DCB to deliver DCB Common Stock pursuant to
any Converted Option shall, if the Compensation Committee of Dime Community
Bancorp, Inc. (the "DCB Committee") so requests, be conditioned upon the receipt
of a representation as to the investment intention of the person to whom such
DCB Common Stock is to be delivered, in such form as the DCB 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 DCB Common
Stock or upon the occurrence of any other event eliminating the necessity of
such representation. DCB shall not be required to deliver any DCB Common Stock
under this Agreement prior to (a) the admission of such DCB Common Stock to
listing on any stock exchange on which DCB 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 DCB Committee shall determine to be
necessary or advisable.
Page 3
SECTION 10. ADMINISTRATION.
(a) Each Converted Option shall be administered by the members of the
DCB Committee.
(b) The DCB Committee is authorized to construe and interpret the
Converted Option and this Option Conversion Agreement to promulgate, amend and
rescind rules and regulations relating to the implementation, administration and
maintenance of the Converted Options. Subject to the terms and conditions
hereof, the DCB Committee shall make all determinations necessary or advisable
for the implementation, administration and maintenance of the Converted Options
including, without limitation, correcting any technical defect(s) or technical
omission(s), or reconciling any technical inconsistency(ies), in the Converted
Options and/or the terms and conditions contained in this Option Conversion
Agreement. The DCB Committee may designate persons other than members of the DCB
Committee to carry out the day-to-day ministerial administration of the
Converted Options under such conditions and limitations as it may prescribe. The
DCB Committee's determinations need not be uniform and may be made selectively
among Option Holders, whether or not such Option Holders are similarly situated.
Any determination, decision or action of the DCB Committee in connection with
the construction, interpretation, administration, implementation or maintenance
of any Converted Option shall be final, conclusive and binding upon all Option
Holders and any person(s) claiming under or through any Option Holders.
SECTION 11. NO RIGHT TO CONTINUED SERVICE.
Nothing herein nor any action of the Board of Directors of DCB
or of the DCB Committee with respect to a Converted Option shall be held or
construed to confer upon the Option Holder any right to a continuation of
service by DCB or any direct or indirect subsidiary thereof. The Option Holder
may be dismissed or otherwise dealt with as though this Converted Option or the
related FIBC Option did not exist.
SECTION 12. TAXES.
Where any person is entitled to receive shares of DCB Common
Stock pursuant to the exercise of the Converted Option granted hereunder, DCB
shall have the right to require such person to pay to DCB the amount of any tax
which DCB 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 of
DCB Common Stock to cover the amount required to be withheld.
SECTION 13. NOTICES.
All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally, telecopied (with
confirmation), mailed by registered or certified mail (return receipt requested)
or delivered by an express courier (with confirmation) 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:
Page 4
(a) If to DCB:
Dime Community Bancshares, Inc.
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: President
(b) If to the Option Holder, to the Option Holder's address as
shown on the Stock Option Certificate or specified in any subsequent
notice to DCB.
SECTION 14. RESTRICTIONS ON TRANSFER.
The right to receive a benefit under the Plan shall not be
subject in any manner to anticipation, alienation or assignment, nor shall such
right be liable for or subject to debts, contracts, liabilities, engagements or
torts.
SECTION 15. SUCCESSORS AND ASSIGNS.
The Option Conversion Agreement shall inure to the benefit of
and shall be binding upon DCB and the Option Holder and their respective heirs,
successors and assigns.
SECTION 16. CONSTRUCTION OF LANGUAGE.
Whenever appropriate in the Exhibit A, 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 Exhibit A, unless the context clearly indicates
otherwise.
SECTION 17. GOVERNING LAW.
This Agreement shall be governed and construed in accordance
with the laws of the State of New York, without regard to any applicable
conflicts of law.
SECTION 18. AMENDMENT.
This instrument contains the entire agreement of the parties
relating to the subject matter hereof, and supercedes in its entirety any and
all prior agreements, understandings or representations relating to the subject
matter hereof. No modifications of this Agreement shall be valid unless made in
writing and signed by the parties hereto.
Page 5
APPENDIX A TO OPTION CONVERSION AGREEMENT
STOCK OPTIONS GRANTED PURSUANT TO SECTION 1.6(b)
OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF THE 18TH DAY OF JULY, 1998
BY AND BETWEEN DIME COMMUNITY BANCSHARES, INC. AND FINANCIAL BANCORP, INC.
NOTICE OF EXERCISE OF STOCK OPTION
USE THIS NOTICE TO INFORM THE DCB COMMITTEE ADMINISTERING THE STOCK OPTIONS
GRANTED PURSUANT TO SECTION 1.6(b) OF THE AGREEMENT AND PLAN OF MERGER DATED AS
OF THE 18TH DAY OF JULY, 1998 BY AND BETWEEN DIME COMMUNITY BANCSHARES, INC. AND
FINANCIAL BANCORP, INC. THAT YOU ARE EXERCISING YOUR RIGHT TO PURCHASE SHARES OF
COMMON STOCK OF DIME COMMUNITY BANCSHARES, INC. ("DCB") PURSUANT TO AN OPTION
("CONVERTED OPTION") GRANTED UNDER THE FIBC ISO PLAN OR THE FIBC OUTSIDE
DIRECTORS 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 OPTION CONVERSION AGREEMENT ENTERED INTO
BY DCB AND THE OPTION RECIPIENT ("OPTION CONVERSION AGREEMENT"). THIS NOTICE
SHOULD BE PERSONALLY DELIVERED OR MAILED BY CERTIFIED MAIL, RETURN RECEIPT
REQUESTED TO: DIME COMMUNITY BANCSHARES, INC., 000 XXXXXXXXX XXXXXX, XXXXXXXX,
XX 00000, ATTENTION: PRESIDENT. THE EFFECTIVE DATE OF THE EXERCISE OF THE OPTION
SHALL BE THE EARLIEST DATE PRACTICABLE FOLLOWING THE DATE THIS PROPERLY
COMPLETED NOTICE IS RECEIVED BY DCB, BUT IN NO EVENT MORE THAN THREE BUSINESS
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 OPTION CONVERSION AGREEMENT. THIS NOTICE IS SUBJECT TO ALL OF THE
TERMS AND CONDITIONS OF THE OPTION CONVERSION AGREEMENT.
OPTION INFORMATION IDENTIFY BELOW THE OPTION THAT YOU ARE EXERCISING BY
PROVIDING THE FOLLOWING INFORMATION FROM THE OPTION
CONVERSION AGREEMENT.
NAME OF OPTION HOLDER:_________________________________
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 [CHECK AND COMPLETE ONE OR MORE; YOU MAY SELECT (A) OR (B),
OR A COMBINATION THEREOF, OR (C). IF YOU CHOOSE TO PAY THE
EXERCISE PRICE WITH A COMBINATION OF (A) AND (B), THE SUM OF
THE AMOUNTS SHOWN IN (A) AND (B) MUST EQUAL THE TOTAL
EXERCISE PRICE SHOWN ABOVE]
(A) / / I ENCLOSE A CERTIFIED CHECK, MONEY ORDER, OR BANK DRAFT PAYABLE TO THE ORDER OF DIME
COMMUNITY BANCSHARES, INC. IN THE AMOUNT OF THE TOTAL EXERCISE PRICE. $______________
(B) / / I ENCLOSE SHARES OF COMMON STOCK ALREADY OWNED BY THE OPTION HOLDER DULY ENDORSED FOR
TRANSFER TO DIME COMMUNITY BANCSHARES, INC. WITH ALL NECESSARY STOCK TRANSFER STAMPS
ATTACHED AND HAVING A FAIR MARKET VALUE OF ________________. $______________
(C) / / I AUTHORIZE _____________________ [ENTER NAME OF BROKERAGE FIRM] TO SELL, PURSUANT TO A
"CASHLESS EXERCISE," SUCH SHARES SUBJECT TO THE OPTION HAVING A FAIR MARKET VALUE
OF $________________. $______________
ISSUANCE OF CERTIFICATES
I HEREBY DIRECT THAT THE STOCK CERTIFICATES REPRESENTING THE SHARES OF
DCB COMMON STOCK 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 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 OF DCB
COMMON STOCK TO BE ISSUED TO ME PURSUANT TO THIS NOTICE, BUT THAT I MAY
REQUEST DCB TO RETAIN OR SELL A SUFFICIENT NUMBER OF SUCH SHARES TO
COVER THE AMOUNT TO 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
DCB ON OR BEFORE THE EFFECTIVE DATE OF MY OPTION EXERCISE.
/ / WITH THE PROCEEDS FROM A SALE OF SHARES OF DCB COMMON
STOCK THAT WOULD OTHERWISE BE DISTRIBUTED TO ME.
/ / RETAIN SHARES OF DCB COMMON STOCK THAT WOULD OTHERWISE
BE DISTRIBUTED TO ME.
I UNDERSTAND THAT THE WITHHOLDING ELECTIONS I HAVE MADE ON THIS FORM
ARE NOT BINDING ON THE DCB COMMITTEE, AND THAT THE DCB 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 DCB 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 OF DCB
COMMON STOCK 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 OF DCB COMMON STOCK 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 BANCSHARES, 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 OF DCB COMMON
STOCK 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
---------------------------------- -------------
I E SIGNATURE DATE
G R
---------------------------------------------------------------
N E ADDRESS
-------------------------------------------------------------------------------
------------------------------- INTERNAL USE ONLY -----------------------------
-------------------------------------------------------------------------------
DIME COMMUNITY BANCSHARES, INC.
RECEIVED [CHECK ONE]: / / BY HAND / / BY MAIL POST MARKED
---------------------------
DATE OF POST XXXX
BY
------------------------------------------- ---------------------------
AUTHORIZED SIGNATURE DATE OF RECEIPT
-------------------------------------------------------------------------------
Page 6
APPENDIX B TO STOCK OPTION CONVERSION AGREEMENT
STOCK OPTIONS GRANTED PURSUANT TO SECTION 1.6(b)
OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF THE 18TH DAY OF JULY, 1998
BY AND BETWEEN DIME COMMUNITY BANCSHARES, INC. AND FINANCIAL BANCORP, INC.
BENEFICIARY DESIGNATION FORM
GENERAL USE THIS FORM TO DESIGNATE THE BENEFICIARY(IES) WHO MAY
INFORMATION EXERCISE CONVERTED OPTIONS OUTSTANDING TO YOU AT THE TIME OF
YOUR DEATH UNDER THE OPTION CONVERSION AGREEMENT DATED
JANUARY 21, 1999 BETWEEN DIME COMMUNITY BANCSHARES, INC.
AND THE OPTION HOLDER NAMED BELOW.
NAME OF PERSON
MAKING DESIGNATION__________________________ SOCIAL SECURITY NUMBER ____-__-____
NAME OF
OPTION HOLDER_______________________________ SOCIAL SECURITY NUMBER ____-__-____
BENEFICIARY COMPLETE SECTIONS A AND B. IF NO PERCENTAGE SHARES ARE
DESIGNATION 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(S) AS MY
PRIMARY BENEFICIARY(IES) UNDER THE OPTION CONVERSION AGREEMENT, 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 OPTION CONVERSION AGREEMENT 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 CONVERTED 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 BANCSHARES, INC. PRIOR TO MY DEATH,
AND THAT IT IS SUBJECT TO ALL OF THE TERMS AND CONDITIONS OF THE
OPTION CONVERSION AGREEMENT. I ALSO UNDERSTAND THAT AN EFFECTIVE
S H BENEFICIARY DESIGNATION REVOKES MY PRIOR DESIGNATION(S) WITH
I E RESPECT TO ALL OUTSTANDING CONVERTED OPTIONS.
G R
N E --------------------------------------- -----------------
YOUR SIGNATURE DATE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
------------------------------- INTERNAL USE ONLY ------------------------------
--------------------------------------------------------------------------------
THIS BENEFICIARY DESIGNATION WAS RECEIVED BY
DIME COMMUNITY BANCSHARES, INC. ON THE DATE INDICATED. COMMENTS
BY
------------------------------- ----------------
AUTHORIZED SIGNATURE DATE
----------------------------------------------------- -------------------------
Page 7