DIME COMMUNITY BANCORP, INC. 1996 STOCK OPTION PLAN FOR OUTSIDE
DIRECTORS,
OFFICERS AND EMPLOYEES
NON-QUALIFIED STOCK OPTION AGREEMENT FOR OUTSIDE DIRECTORS
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NAME OF OPTIONEE SOCIAL SECURITY NUMBER
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STREET ADDRESS
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CITY STATE ZIP CODE
This Non-Qualified Stock Option Agreement is intended to set forth the terms
and conditions on which a Non-Qualified Stock Option has been granted under the
Dime Community Bancorp, Inc. 1996 Stock Option Plan for Outside Directors,
Officers and Employees. Set forth below are the specific terms and conditions
applicable to this Non-Qualified Stock Option. Attached as Exhibit A are its
general terms and conditions.
Option Grant (A) (B) (C) (D) (E)
Grant Date:
Class of Optioned Shares* Common Common Common Common Common
No. of Optioned Shares*
Exercise Price Per Share*
VESTING
Earliest Exercise Date*
Option Expiration Date*
*SUBJECT TO ADJUSTMENT AS PROVIDED IN THE PLAN AND THE GENERAL TERMS AND
CONDITIONS.
By signing where indicated below, Dime Community Bancorp, Inc. (the "Company")
grants this Non-Qualified Stock Option upon the specified terms and conditions,
and the Optionee acknowledges receipt of this Non-Qualified Stock Option
Agreement, including Exhibit A, and agrees to observe and be bound by the terms
and conditions set forth herein.
DIME COMMUNITY BANCORP, INC. OPTIONEE
By ---------------------------------- -----------------------
NAME: XXXXXXX X. XXXXXXXXX
TITLE: CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
INSTRUCTIONS: This page should be completed by or on behalf of the
Compensation Committee. Any blank space intentionally left blank should be
crossed out. An option grant consists of a number of optioned shares with
uniform terms and condition. Where options are granted on the same date with
varying terms and conditions (for example, varying exercise prices or earliest
exercise dates), the options should be recorded as a series of grants each with
its own uniform terms and conditions.
EXHIBIT A
DIME COMMUNITY BANCORP, INC. 1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS,
OFFICERS AND EMPLOYEES
NON-QUALIFIED STOCK OPTION AGREEMENT FOR OUTSIDE DIRECTORS
GENERAL TERMS AND CONDITIONS
SECTION 1. NON-QUALIFIED STOCK OPTION. The Company intends the
Option evidenced hereby not to be an "incentive stock option" within the
meaning of section 422 of the Internal Revenue Code of 1986.
SECTION 2. OPTION PERIOD. (a) Subject to section 2(b), the
Optionee shall have the right to purchase all or any portion of the optioned
Common Stock at any time during the period ("Option Period") commencing on the
Earliest Exercise Date and ending on the earliest to occur of the following
dates:
(i) removal for cause in accordance with the Company's
bylaws; or
(ii) the last day of the ten-year period commencing on
the date on which the Option was granted.
(b) Upon the termination of the Optionee's Service with the
Company, any Option granted hereunder whose Earliest Exercise Date has not
occurred is deemed forfeited. For this purpose, an Optionee's Service shall be
deemed to continue for so long as the Optionee is serving as an officer,
employee, outside director, advisory director, emeritus director or consultant
to the Company or is subject to and is observing the terms of a written
agreement restricting his ability to compete or imposing other restrictive
covenants.
SECTION 3. EXERCISE PRICE. During the Option Period, and after
the applicable Earliest Exercise Date, the Optionee shall have the right to
purchase all or any portion of the Optioned Common Stock at the Exercise Price
per Share.
SECTION 4. METHOD OF EXERCISE. The Optionee may, at any time
during the Option Period provided by section 2, exercise his right to purchase
all or any part of the optioned Common Stock then available for purchase;
PROVIDED, HOWEVER, that the minimum number of shares of optioned Common Stock
which may be purchased shall be one hundred (100) or, if less, the total number
of shares of optioned Common Stock then available for purchase. The Optionee
shall exercise such right by:
(a) giving written notice to the Committee, in the form
attached hereto as Appendix A; and
(b) delivering to the Committee full payment of the Exercise
Price for the Optioned Shares to be purchased.
The date of exercise shall be the earliest date practicable following the date
the requirements of this section 4 have been satisfied, but in no event more
than three (3) days after such date. Payment shall be made (i) in United
States dollars by certified check, money order or bank draft made payable to
the order of Dime Community Bancorp, Inc., (ii) in Shares duly endorsed for
transfer and with all necessary stock transfer tax stamps attached, already
owned by the Optionee and having a fair market value equal to the Exercise
Price, such fair market value to be determined in such manner as may be
provided by the Committee or as may be required in order to comply with or
conform to the requirements of any applicable laws or regulations, or (iii) in
a combination of (i) and (ii).
SECTION 5. DELIVERY AND REGISTRATION OF OPTIONED SHARES. As soon as is
practicable following the date on which the Optionee has satisfied the
requirements of section 4, the Committee shall take such action as is necessary
to cause the Company to issue a stock certificate evidencing the Optionee's
ownership of the optioned Common Stock that has been purchased. The Optionee
shall have no right to vote or to receive dividends, nor have any other rights
with respect to optioned Common Stock, prior to the date as of which such
optioned Common Stock is transferred to the Optionee on the stock transfer
records of the Company, and no adjustments shall be made for any dividends or
other rights for which the record date is prior to the date as of which such
transfer is effected. The obligation of the Company to deliver Common Stock
under this Agreement shall, if the Committee so requests, be conditioned upon
the receipt of a representation as to the investment intention of the person to
whom such Common Stock is to be delivered, in such form as the 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 Common Stock
or upon the occurrence of any other event eliminating the necessity of such
representation. The Company shall not be required to deliver any Common Stock
under this Agreement prior to (a) the admission of such Common Stock to listing
on any stock exchange on which 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 Committee shall determine to be
necessary or advisable.
SECTION 6. ADJUSTMENTS IN THE EVENT OF REORGANIZATION. In the
event of any merger, consolidation, or other business reorganization in which
the Company is the surviving entity, and in the event of any stock split, stock
dividend or other event generally affecting the number of shares of Common
Stock held by each person who is then a shareholder of record, the number of
shares of Common Stock subject to the option granted hereunder and the Exercise
Price per share of such option shall be adjusted in accordance with section 5.3
of the Plan to account for such event. In the event of any merger,
consolidation, or other business reorganization in which the Company is not the
surviving entity, the option granted hereunder shall be canceled or adjusted in
accordance with the Plan. In the event that the Company shall declare and pay
any dividend with respect to Shares (other than a dividend payable in Shares or
a regular quarterly cash dividend), including a dividend which results in a
nontaxable return of capital to the holders of Shares for federal income tax
purposes, or otherwise than by dividend makes distribution of property to the
holders of its Shares, at the election of the Committee, the Company (i) shall
make an equivalent payment to each Person holding an outstanding Option as of
the record date for such dividend in accordance with section 5.3 of the Plan
and (ii) the Committee, in its discretion applied uniformly to all outstanding
Options, may adjust the Exercise Price per Share of outstanding Options in such
a manner as the Committee may determine to be necessary to reflect the effect
of the dividend or other distribution on the Fair Market Value of a Share.
SECTION 7. NO RIGHT TO CONTINUED SERVICE. Nothing in this
Agreement nor any action of the Board or Committee with respect to this
Agreement shall be held or construed to confer upon the Optionee any right to a
continuation of service by the Company. The Optionee may be dismissed or
otherwise dealt with as though this Agreement had not been entered into.
SECTION 8. TAXES. Where any person is entitled to receive shares
pursuant to the exercise of the Option granted hereunder, the Company shall
have the right to require such person to pay to the Company the amount of any
tax which the Company 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 to cover the amount required to be withheld.
SECTION 9. NOTICES. Any communication required or permitted to be
given under the Plan, including any notice, direction, designation, comment,
instruction, objection or waiver, shall be in writing and shall be deemed to
have been given at such time as it is delivered personally or five (5) days
after mailing if mailed, postage prepaid, by registered or certified mail,
return receipt requested, addressed 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:
(a) If to the Committee:
Dime Community Bancorp, Inc.
Attention: COMPENSATION COMMITTEE
(b) If to the Optionee, to the Optionee's address as shown in the
Company's personnel records.
SECTION 10. RESTRICTIONS ON TRANSFER. The option granted hereunder
shall not be subject in any manner to anticipation, alienation or assignment,
nor shall such option be liable for or subject to debts, contracts,
liabilities, engagements or torts, nor shall it be transferable by the Optionee
other than by will or by the laws of descent and distribution or as otherwise
permitted by the Plan.
SECTION 11. SUCCESSORS AND ASSIGNS. This Agreement shall inure to
the benefit of and shall be binding upon the Company and the Optionee and their
respective heirs, successors and assigns.
SECTION 12. CONSTRUCTION OF LANGUAGE. Whenever appropriate in the
Agreement, 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 Agreement,
unless the context clearly indicates otherwise. Capitalized terms not
specifically defined herein shall have the meanings assigned to them under the
Plan.
SECTION 13. GOVERNING LAW. This Agreement shall be construed,
administered and enforced according to the laws of the State of New York
without giving effect to the conflict of laws principles thereof, except to the
extent that such laws are preempted by the federal law.
SECTION 14. AMENDMENT. This Agreement may be amended, in whole or
in part and in any manner not inconsistent with the provisions of the Plan, at
any time and from time to time, by written agreement between the Company and
the Optionee.
SECTION 15. PLAN PROVISIONS CONTROL. This Agreement and the rights
and obligations created hereunder shall be subject to all of the terms and
conditions of the Plan. In the event of any conflict between the provisions of
the Plan and the provisions of this Agreement, the terms of the Plan, which are
incorporated herein by reference, shall control. By signing this Agreement,
the Optionee acknowledges receipt of a copy of the Plan.
SECTION 16. CHANGE IN CONTROL. This Option is granted with a
related Limited Appreciation Right that is exercisable only in the event of a
change in control. A "change in control" shall be as defined in the Plan.
APPENDIX A TO STOCK OPTION AGREEMENT
DIME COMMUNITY BANCORP, INC. 1996 STOCK OPTION PLAN
FOR OUTSIDE DIRECTORS, OFFICERS AND EMPLOYEES
NOTICE OF EXERCISE OF STOCK OPTION
USE THIS NOTICE TO INFORM THE COMMITTEE ADMINISTERING THE DIME COMMUNITY
BANCORP, INC. 1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS, OFFICERS AND
EMPLOYEES ("PLAN") THAT YOU ARE EXERCISING YOUR RIGHT TO PURCHASE SHARES OF
COMMON STOCK ("SHARES") OF DIME COMMUNITY BANCORP,INC. ("DIME") PURSUANT TO AN
OPTION ("OPTION") GRANTED UNDER THE 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 STOCK OPTION
AGREEMENT ENTERED INTO BETWEEN DIME AND THE OPTION RECIPIENT ("AGREEMENT").
THIS NOTICE SHOULD BE PERSONALLY DELIVERED OR MAILED BY CERTIFIED MAIL,
RETURN RECEIPT REQUESTED TO: DIME COMMUNITY BANCORP, INC., C/O THE DIME
SAVINGS BANK OF WILLIAMSBURGH, 000 XXXXXXXXX XXXXXX, XXXXXXXX, XXX XXXX
00000, ATTENTION: CORPORATE SECRETARY. THE EFFECTIVE DATE OF THE EXERCISE OF
THE OPTION SHALL BE THE EARLIEST DATE PRACTICABLE FOLLOWING THE DATE THIS
NOTICE IS RECEIVED BY DIME, BUT IN NO EVENT MORE THAN THREE 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
PLAN. THIS NOTICE IS SUBJECT TO ALL OF THE TERMS AND CONDITIONS OF THE PLAN
AND THE AGREEMENT.
OPTION INFORMATION IDENTIFY BELOW THE OPTION THAT YOU ARE EXERCISING BY
PROVIDING THE FOLLOWING INFORMATION FROM THE STOCK OPTION AGREEMENT.
NAME OF OPTIONEE: ____________________________________________________________
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
___ I enclose a certified check, money order, or bank draft payable
to the order of Dime Community Bancorp, Inc. in the amount of $__________
___ I enclose Shares duly endorsed for transfer to Dime with all
stamps attached and having a fair market value of $__________________
Total Exercise Price $__________________
ISSUANCE OF CERTIFICATES
I hereby direct that the stock certificates representing the Shares 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 WITH NON-QUALIFIED STOCK
OPTIONS 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 to be issued
to me pursuant to this Notice, but that I may request Dime 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 the Administrator
on the day after the Effective Date of my Option exercise.
__ With the proceeds from a sale of Shares that would otherwise be distributed
to me.
__ Retain shares that would otherwise be distributed to me.
I understand that the withholding elections I have made on this form are
not binding on the Committee, and that the 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 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 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 than are necessary.
COMPLIANCE WITH TAX AND SECURITIES LAWS
I understand that I must rely on, and consult with, my own tax and
S H legal counsel (and not Dime Community Bancorp, Inc.) regarding the
I E application of all laws -- particularly tax and securities laws -- to
G R the transactions to be effected pursuant to my Option and this Notice.
N E 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
issued pursuant to this Notice and that I must consult with my own tax
advisor regarding how and when such income will be reportable.
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Signature Date
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Address
INTERNAL USE ONLY
Corporate Secretary
Received [CHECK ONE]: ___ By Hand ___ By Mail Post Marked
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DATE OF POST XXXX
By ------------------------------- -----------------
AUTHORIZED SIGNATURE DATE OF RECEIPT
APPENDIX B TO STOCK OPTION AGREEMENT
DIME COMMUNITY BANCORP, INC. 1996
STOCK OPTION PLAN
FOR OUTSIDE DIRECTORS, OFFICERS AND
EMPLOYEES
BENEFICIARY DESIGNATION FORM
GENERAL INFORMATION
USE THIS FORM TO DESIGNATE THE BENEFICIARY(IES) WHO MAY EXERCISE OPTIONS
OUTSTANDING TO YOU AT THE TIME OF YOUR DEATH.
Name of Person
Making a Designation___________________________________________________
Social Security Number________-______-________
BENEFICIARY DESIGNATION
COMPLETE SECTIONS A AND B. IF NO PERCENTAGE SHARES ARE 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
as my primary Beneficiary under the Plan, 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 Plan 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 Options:
NAME ADDRESS RELATIONSHIP BIRTHDATE SHARE
______________________________________ ______________________________________ ______________ ______________ ___________%
______________________________________
______________________________________
______________________________________ ______________ ______________ ___________%
______________________________________
______________________________________
______________________________________ ______________ ______________ ___________%
______________________________________ Total = 100%
S H I understand that this Beneficiary Designation shall be effective only
I E if properly completed and received by the Corporate Secretary of Dime
G R Community Bancorp, Inc. prior to my death, and that it is subject to
N E all of the terms and conditions of the Plan. I also understand that an
effective Beneficiary designation revokes my prior designation(s) with
respect to all outstanding Options.
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YOUR SIGNATURE Date
INTERNAL USE ONLY
This Beneficiary Designation was received by the Corporate Comments
Secretary of Dime Community Bancorp, Inc. on the date
Indicated.
By ---------------------------- ------------ ____________
AUTHORIZED SIGNATURE DATE
