EXHIBIT 10.3
[LETTERHEAD OF THE DIME SAVINGS BANK
OF NEW YORK, FSB]
February 29, 1996
Xx. Xxxx X Xxxxxx
The Dime Savings Bank of New York, FSB
EAB Plaza - 11th Floor
Uniondale, NY 11556
Dear Xxxx:
As we have discussed, your Revised Benefits Continuation Agreement with
Anchor Savings Bank FSB, effective as of July 5, 1994 expires tomorrow and going
forward the terms of your employment will be as set forth in a new Employment
Agreement with The Dime Savings Bank of New York, FSB (the "Bank") dated as of
March 1, 1996 (the "New Agreement"). In order to induce you to accept the New
Agreement and remain in the employ of the Bank, the Bank agrees to provide you
with a separate and supplemental severance benefit as follows:
If the Bank at any time prior to March 1, 1997 terminates your employment,
or if at any time after 90 days from the date hereof and prior to March 1, 1997
you terminate your employment with the Bank, then you may at your option elect,
by the giving of notice to the Bank within 30 days after notice of termination
of employment is given by the Bank or by you, to receive a lump sum severance
payment (subject to applicable withholding) equal to three times your annual
compensation (as defined in the New Agreement) as in effect on such date of
termination (or, if higher, as in effect at any time from the date hereof
through the date of termination). Such lump sum severance payment, if elected,
shall be in lieu of any severance payment based on salary and/or cash incentive
and provided for, either in the New Agreement or under any other agreement,
policy or program of the Bank, but shall not otherwise affect your rights to
receive any other severance benefits provided for thereunder. The Bank's
obligation to make the payment above, however, will be subject to applicable
statutory and regulatory restrictions.
I have asked our counsel to prepare promptly a formal agreement embodying
the foregoing provisions, together with such other provisions as shall be
consistent with our discussions and reasonably acceptable to you, including but
not limited to provisions that upon
Xx. Xxxx X Xxxxxx - 2 - February 29, 1996
making the election described above: (1) all unvested options shall become
vested, and all options shall remain exercisable, in each case as if there had
been no termination of employment; (2) you shall continue to have insurance
coverage for the remaining term of the New Agreement then in effect; (3) if the
payments contemplated hereby shall result in the imposition of any Excise Tax
(as defined in the New Agreement), then the Bank shall indemnify and hold you
harmless with respect to such tax; (4) you shall be reimbursed for all
reasonable legal fees, costs and disbursements incurred in enforcing your rights
as set forth herein, in any action in which you are the prevailing party.
Pending the execution and delivery of such an agreement, you shall be entitled
to rely on the rights granted by this letter in all respects, effective on the
date hereof.
Sincerely,
/s/ Xxxxx X. Xxxxx, Xx.
Xxxxx X. Xxxxx, Xx.
