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EXHIBIT 10.2
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement is entered into as of the 22nd day
of October, 1999, between THE DIME SAVINGS BANK OF NEW YORK, FSB (the "Bank"), a
federal stock savings bank having its principal executive offices at 000 Xxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and XXXXXXXX X. XXXX (the "Officer").
A. The parties hereto have previously entered into an Employment Agreement
dated as of January 30, 1998 (the "Employment Agreement").
B. Dime Bancorp, Inc. (the "Company") and Xxxxxx United Bancorp ("Xxxxxx")
have entered into an Agreement and Plan of Merger dated as of September 15, 1999
(the "Merger Agreement"), which contemplates the merger or business combination
of Xxxxxx and the Company (the "Holding Company Combination") at the Effective
Time (as defined in the Merger Agreement) as well as the merger or business
combination of the Bank and Xxxxxx United Bank (the "Bank Combination").
C. The Bank is desirous, pursuant to the Merger Agreement, of providing for
the continued employment of the Officer subsequent to the Effective Time by the
Surviving Corporation (as defined in the Merger Agreement) and of the entity
resulting from the Bank Combination (the "Surviving Bank") and upon the terms
and conditions set forth in this Agreement.
D. The Officer is desirous of continuing such employment upon the terms and
conditions set forth in this Agreement.
1. Section 2(a) of the Employment Agreement shall be amended to delete the
existing text thereof in its entirety and insert in its place the following:
"The term of the Officer's employment under this Agreement shall be
deemed to have commenced on the date of this Agreement and shall continue
until December 31, 2002 (the "Term").
2. Section 3 of the Employment Agreement shall be amended as follows:
(a) By inserting in the first sentence thereof, after the words
"During the Term," and before the words "the Officer shall serve" the words
"and until the Effective Time".
(b) By adding after the first sentence thereof the following:
"Beginning at the Effective Time and for the remainder of the Term,
the Officer shall serve as Chairman of the Board and Chief Executive
Officer of the Company, and as Chairman of the Board and Chief Executive
Officer of the Bank, and as Chairman of the Executive Committee of the
Board of Directors of each of the Company and the Bank; provided, that
the Officer shall cease to hold such positions effective on December 31,
2002. In addition, beginning on the Effective Date and for the remainder
of the Term, the Officer shall serve as a director of each of the
Company and the Bank."
(c) By adding as a new last sentence thereof the following:
"Upon and following the respective effective times of the Holding
Company Combination and the Bank Combination, all references in this
Agreement to the "Company" and the "Bank" shall be deemed to refer to
the Surviving Corporation and the Surviving Bank, respectively."
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3. Section 4 of the Employment Agreement shall be amended to delete the
first sentence thereof and to insert in its place the following:
"The Officer shall perform such duties as reasonably and customarily
pertain to the offices set forth in Section 3 and such other duties as are
set forth in the Bylaws of the Company and the Bank or as may be agreed to
from time to time by the Officer."
4. A new Section 5(f) shall be added to the Employment Agreement, as
follows:
"(f) Immediately following the Effective Time, subject to the
discretion and approval of the Compensation Committee, the Board of
Directors or other appropriate Committee of the Board of Directors, the
Company shall grant to the Officer options to purchase 150,000 shares of
the Company's common stock at the closing market price thereof; provided,
that such options shall vest in accordance with the following schedule: (i)
one-third on the first anniversary of the date of grant (provided the
Officer continues to hold the offices of Chairman of the Board and Chief
Executive Officer of the Company on such date); (ii) one-third on the
second anniversary of the date of grant (provided the Officer continues to
hold such offices on such date); and (iii) one-third on December 30, 2002
(provided the Officer continues to hold such offices on such date). Such
options shall be granted subject to the terms and conditions (including
accelerated vesting) of the Company's stock incentive plan under which they
are issued, and such other terms as are set by the granting committee and,
as appropriate, the Board of Directors, in accordance with such Plan."
5. A new Section 5(g) shall be added to the Employment Agreement, as
follows:
"(g) (i) Each stock option hereafter granted for Company stock to the
Officer (including, without limitation, the stock options provided for in
Section 5(f) hereof) shall (to the extent permitted by the plan under which
such stock option is granted), upon vesting, remain exercisable for the
full term thereof, without reduction of such term on account of termination
of employment (other than for cause), retirement, disability or death (or
any other events, such as loss of office, that are directly related
thereto) (each, a "Termination Event"), provided, that such options shall
otherwise be subject to all of the other terms and conditions set forth in
the applicable grant letter.
(ii) At the Effective Time, each stock option for Company stock
(including any tandem stock appreciation right) granted to the Officer
prior to the Effective Time (other than stock options to which Section
5(g)(i) hereof apply) shall, upon vesting, to the extent permitted by the
plan under which such stock option was granted but notwithstanding anything
to the contrary in the grant letter related to such stock option,
thereafter remain exercisable for the term specified in such grant letter
without reduction of such term on account of any Termination Event, but
otherwise subject to all of the other terms and conditions of such
applicable grant letter."
6. Section 7 of the Employment Agreement shall be amended as follows:
(a) The existing provisions of Section 7 shall be retained and shall
be designated paragraph (a) thereof;
(b) By deleting the figure "50%" in the first sentence of such Section
7(a) and inserting in its place the figure "60%".
(c) There shall be added thereto the following Section 7(b):
"(b) Notwithstanding anything in paragraph (a) of this Section 7 to
the contrary, the Company shall pay to the Officer, for each calendar
year or portion thereof during the Officer's remaining life following
the later of the date the Officer attains age 65, or the date his
employment by the Company and the Bank terminates, an amount equal to
the difference, if any, between (i) $1,235,000 (prorated for any
applicable periods of less than one year) less (ii) the sum of (A) all
benefits payable to the Officer under the SERP with respect to such year
or
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period or otherwise pursuant to Section 7(a), presuming an effective
election to commence SERP benefits (or other benefits pursuant to
Section 7(a)) at the same time as benefits under this paragraph (b) had
been made (whether or not such SERP (or other Section 7(a)) benefits are
actually being paid on such date), plus (B) the amount of any benefits
which the Officer is entitled to receive for such year or period under
any defined benefit plan qualified under Section 401(a) of the Code
sponsored by the Company, any Affiliate (as defined in Section 12(a)) or
any predecessor or successor to any of them (the "Retirement Plans")
plus (C) the amount of any benefits which the Officer is entitled to
receive for such year or period under any defined benefit excess benefit
or benefit restoration plan of the Company, any Affiliate or any
predecessor or successor to any of them, plus (D) the amount of any
benefits which the Officer is entitled to receive for such year or
period under any other plan, agreement or arrangement maintained by the
Company, any Affiliate or any predecessor or successor to any of them
that determines benefit amounts with relation to one or more Retirement
Plans, plus (E) the amount of any benefits which the Officer is then
entitled to receive for such year (or, if the amount specified in clause
(i) is to be prorated for a specified period, for the same period) under
Section 6 of this Agreement. In determining the amount so payable, any
benefits described in clause (ii) of the preceding sentence (other than
subclause (E) thereof) that are not payable in the form of a single life
annuity commencing at the same time as benefits hereunder shall, solely
for purposes of the preceding sentence, be converted, on an actuarial
equivalent basis, to a single life annuity form of payment commencing on
the same date as the benefits pursuant to this paragraph (b) with
actuarial equivalence to be determined based on the factors used to
determine actuarial equivalence under the SERP. The amount so determined
to be payable pursuant to this paragraph (b) shall be paid on the same
basis as payments under the SERP (including actuarial reductions with
respect to alternative forms of benefit thereunder, and the SERP's
provisions regarding preretirement survivor benefits), and the Officer
shall have the same election rights with respect thereto, regardless of
whether or not any amounts are then being paid under the SERP."
7. Section 9(e) shall be amended to delete the existing text thereof in its
entirety and insert in its place the following:
"Unless this Agreement shall have previously been terminated pursuant
to the terms hereof, then upon the expiration of the Term on December 31,
2002, the employment of the Officer hereunder shall terminate and the
Officer shall not be entitled to any additional compensation or benefits as
a result of such expiration pursuant to this Section 9 or Section 12."
8. Section 12(g)(i) shall be amended so that each reference therein to
"SERP benefits" shall be changed to read "SERP and other related benefits."
9. Section 16 shall be amended by adding the following at the end thereof:
"This Agreement shall be subject to, and the Officer shall be entitled to the
benefits of, the applicable provisions of Sections 3.3 and 3.4 of the Merger
Agreement."
10. In consideration of the rights and benefits granted under this
Amendment, the Officer hereby irrevocably waives any right he may otherwise to
additional benefits based on a claim that the provisions of Section 2 of this
Amendment or the effectuation thereof constitute or will constitute a "Material
Change" as defined in and for purposes of the Employment Agreement.
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11. The Company hereby joins in this Amendment for purposes of confirming
that the Agreement dated as of January 30, 1998 between the Company and the
Officer shall, as modified hereby, remain in full force and effect and that each
reference therein to the "Employment Agreement" shall be deemed to mean the
Employment Agreement as modified and amended by this Amendment.
THE DIME SAVINGS BANK
OF NEW YORK, FSB
By /s/ XXX X. XXXXXX
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Name: Xxx X. Xxxxxx
Title: Director and
Chairman -- Compensation
Committee
/s/ XXXXXXXX X. XXXX
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XXXXXXXX X. XXXX
DIME BANCORP, INC.
By /s/ XXX X. XXXXXX
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Name: Xxx X. Xxxxxx
Title: Director and
Chairman -- Compensation
Committee
Dated: December 21, 1999
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