WAIVER
WAIVER
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").
The
Company proposes to adopt Amendment No. 09 to the Dime Community Bancshares,
Inc. Employee Stock Ownership Plan ("ESOP"), the effect of which would be to
exclude from compensation used to calculate benefits under the ESOP, the Dime
Savings Bank of Williamsburgh 401(k) Savings Plan ("401(k)") and Dime Community
Bancshares, Inc. Benefit Maintenance Plan (the "BMP") income attributable to the
grant or vesting of restricted stock awards, the exercise of stock options and
the disqualifying disposition of stock acquired through the exercise of
incentive stock options. The adoption of such Amendment No. 9 could be viewed as
a material reduction in the compensation and benefits committed to be provided
to the undersigned in breach of the Company Agreement and/or the bank
Agreement.
For good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the undersigned hereby permanently and irrevocably waives, for
himself or his heirs, successors and assigns, any and all rights, remedies,
actions and causes of any name or nature whatsoever, that he does, can, may or
shall otherwise have under the Bank Agreement and/or the Company Agreement, as a
result of, in connection with or arising directly or indirectly out of the
adoption and implementation of Amendment No. 9 to the ESOP, including but not
limited to any right to resign for "good reason" thereunder and claim
termination benefits.
This
instrument is intended to operate as a binding waiver enforceable against me as
contemplated by section 19 of the Bank Agreement and section 20 of the Company
Agreement.
In
Witness Whereof, I have hereunto set my hand this 18th day of
February 2004.
/s/
XXXXXXX X. XXXXXX
____________________________
