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Exhibit 10.11
[Dime Letterhead]
June 11, 1996
Xx. Xxxxxx X. Xxxxxxxxx
000 Xxxx 00xx Xxxxxx, Xxx. 0000
Xxx Xxxx, Xxx Xxxx 00000
Re: Agreement Regarding Initial Employment Terms
Dear Xxxxxx:
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. Annual Incentive Opportunity: You will be eligible to
participate in the Bank's Officer Incentive Compensation Plan during 1996, with
a target incentive opportunity based on 50% of the base salary you earn in 1996,
and a minimum incentive payment amount of $75,000. You will have an opportunity
to earn up to 150% of your target incentive based on extraordinary performance,
with the final determination of the incentive to be paid to you in the
discretion of the Bank's Board of Directors. For 1997, your target incentive
opportunity will be equal to 50% of your base target annualized salary, with the
opportunity to earn up to 150% of your target incentive.
2. Long-Term Incentive Opportunity. To the extent approved
from time to time by the Compensation Committee of the Bank or the Company, you
will be eligible to participate in the Dime Bancorp, Inc. Senior Management
Incentive Plan, with a long-term incentive equal in value (as determined by the
Bank) to 60% of your base target annualized salary.
3. 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.
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4. 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.
5. Automobile Allowance. For purposes of enabling you to
travel to and from the Bank's offices in Islandia, New York and elsewhere for
business purposes, the Bank is currently providing you with the use of a
Bank-owned automobile, and will reimburse you for all costs, including tolls and
gasoline, incurred 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. Subsequent to the expiration of the lease of the
vehicle currently being provided to you, you will continue to be entitled to the
use of a Bank-owned automobile, or an allowance in lieu thereof, commensurate
with that being provided under the Bank's then-effective policies to officers of
the Bank of comparable rank and responsibility.
6. Advance Vacation. For 1996, you will be entitled to ten
days' vacation, which may be taken at any time during the year, notwithstanding
that under the Dime's current vacation policy such ten days would otherwise not
accrue until after six full months of service.
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 Section1828(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, superceded, 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 with the Bank dated as of June 11, 1996 (the
"Employment Agreement"), to the extent required by law, are hereby incorporated
by reference herein. Further, if any amount otherwise payable hereunder 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
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 with the Bank 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
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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 (other than the first sentence of Section 14 of the Employment
Agreement, which shall not apply to this Letter 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 Agreement may be assumed by the
Company at its election. Following any such election, the obligations of the
Bank under this 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.
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
_____________________________
Xxxxxx X. Xxxxxxxxx
Date:
