Street
Address
_________________________________________________________________________________________________________________________________________
City
State
ZIP
Code
This
Restricted Stock Award Notice is intended to set forth the terms and conditions
on which a Restricted Stock Award has been granted under the Dime Community
Bancshares, Inc. 2004 Stock Incentive Plan. Set forth below are the specific
terms and conditions applicable to this Restricted Stock Award. Attached as
Exhibit A are its general terms and conditions.
Restricted
Stock Award
|
(A)
|
(B)
|
(C)
|
(D)
|
(E)
|
Effective
Date
|
03/17/05
|
03/17/05
|
03/17/05
|
03/17/05
|
Total
Shares
|
Class
of Shares*
|
Common
|
Common
|
Common
|
Common
|
Common
|
No.
of Awarded Shares*
|
|
|
|
|
|
Type
of Award (Escrow or Legended Certificate)
|
Legended
Certificate
|
Legended
Certificate
|
Legended
Certificate
|
Legended
Certificate
|
N/A
|
Vesting
Date*
|
|
|
|
|
|
*
Subject
to adjustment as provided in the Plan and the General Terms and
Conditions.
By
signing where indicated below, Dime Community Bancshares, Inc. (the “Company”)
grants this Restricted Stock Award upon the specified terms and conditions, and
the Restricted Stock Award Recipient acknowledges receipt of this Restricted
Stock Award Notice, including Exhibit A, and agrees to observe and be bound by
the terms and conditions set forth herein
Dime
Community Bancshares, Inc.
Award
Recipient
By
___________________________________________
___________________________________________
Name
Print Name:
Title:
Instructions
: This
page should be completed by or on behalf of the Executive Compensation
Committee. Any blank space intentionally left blank should be crossed out. A
Restricted Stock Award consists of shares granted with uniform terms and
conditions. Where shares granted under a Restricted Stock Award are awarded on
the same date with varying terms and conditions (for example, varying vesting
dates), the awards should be recorded as a series of grants each with its own
uniform terms and conditions.
Exhibit
A
Dime
Community Bancshares, Inc 2004 Stock Incentive Plan
Restricted
Stock Award Notice
General
Terms and Conditions
Section
1.
Size
and Type of Award
.
The
shares of Common Stock of Dime Community Bancshares, Inc. ("Shares") covered by
this Award ("Awarded Shares") are listed on the Restricted Stock Award Notice.
The Restricted Stock Award Notice designates the Awarded Shares as either
A
Escrow
@
or
A
Legended
Certificate
@
.
(a)
Legended
Certificate
. If your
Awarded Shares are designated “Legended Certificate,” a stock certificate
evidencing the Awarded Shares will be issued in your name and held in escrow by
the Committee or its designee (“Plan Trustee”). The stock certificate will bear
a legend indicating that it is subject to all of the terms and conditions of
this Award Notice and the Dime Community Bancshares, Inc. 2004 Stock Incentive
Plan (“Plan”). You will be required to elect to be taxed on the Fair Market
Value of the Awarded Shares as of the date they are placed in your name,
pursuant to section 83(b) of the Internal Revenue Code of 1986. You must make
this election in writing, in the manner required by applicable Internal Revenue
Service Regulations, and file it with the Internal Revenue Service and the
Company within 30 days after the date on which the Awarded Shares are
transferred into your name
(b)
Escrow
. If your
Awarded Shares are designated “Escrow,” the Awarded Shares will be held in the
name of the Plan Trustee on a pooled basis with other Awarded Shares that have
been designated
A
Escrow.
@
You will
not be permitted to elect to be taxed currently on the Fair Market Value of the
Awarded Shares and instead will be subject to income tax on the Awarded Shares
as and when they become vested.
Section
2.
Vesting.
(a)
Vesting
Dates
.
The
Vesting Dates for your Awarded Shares are specified on the Award Notice. On each
Vesting Date, you will obtain unrestricted ownership of the Awarded Shares that
vest on that Vesting Date. A stock certificate evidencing unrestricted ownership
will be transferred to you.
(
b
)
Vesting
Conditions
.
There
are conditions you must satisfy before your Restricted Stock Award will
vest:
Outside
Directors
. If you
receive your Restricted Stock Award for services of an outside Director, you
must remain in continuous service from the Effective Date shown on the
Restricted Stock Award Notice through the relevant Vesting Date.
Employees
.
If you
receive your Restricted Stock Award for services as an officer or employee, you
must remain in continuous service from the Effective Date shown on the
Restricted Stock Award Notice through the relevant Vesting Date
(c)
Forfeitures
.
If you
terminate service with the Company prior to a Vesting Date, you will forfeit any
Awarded Shares that are scheduled to vest on that date. When you forfeit Awarded
Shares, all of your interest in the Awarded Shares will be canceled and any
stock certificate or other evidence of ownership must be returned to the Plan
Trustee to be used for future awards to others. You agree to take any action and
execute and deliver any document that the Company requests to effect the return
of your unvested Awarded Shares. In the event you do not cooperate with the
Company in this regard, you hereby appoint and designate the Company as your
attorney-in-fact for the purpose of taking any action and signing any document,
in your name, which the Company determines is necessary to enforce the
forfeiture.
(d)
Accelerated
Vesting
.
Your
Awarded Shares that have not previously vested will become fully vested
immediately, and without any further action on your part, in the event of your
death or Disability (as defined in the Plan) before your termination of service
with the Company and within six (6) months prior to the scheduled Vesting Date
for the Awarded Shares. In addition, in the event a Change of Control (as
defined in the Plan) occurs before you terminate service with the Company, then
any Awarded Shares not theretofore forfeited shall become immediately vested on
the date of the Change of Control. You may designate a Beneficiary to receive
any Awarded Shares that vest upon your death using the Beneficiary Designation
attached as Appendix A.
(e)
Definition
of Service
.
For
purposes of determining the vesting of your Awarded Shares, you will be deemed
to be in the service of the Company for so long as you serve in any capacity as
an employee, officer, non-employee director or consultant of the Company or The
Dime Savings Bank of Williamsburgh.
Section
3.
Dividends
. If your
Awarded Shares are in the form of Legended Certificates, any dividends declared
by the Company with a record date that is after the Effective Date specified in
the Award Notice will be paid in the same manner as for other shareholders. If
your Awarded Shares are designated “Escrow”, you will receive the dividends on
an unrestricted basis, but they will be paid to you by, and will be taxable in
the same manner as other compensation paid to you by, the Company; by signing
this Award Notice and accepting its terms, you direct the Plan Trustee to remit
to the Company for payment to you any dividends that may be received as the
record holder of your unvested Awarded Shares.
Section
4.
Voting
Rights
.
You shall
have the right to control all voting rights relating to all unvested Awarded
Shares. If your Awarded Shares are Legended Certificates, you will receive proxy
materials for voting in the same manner as other shareholders with Shares in
brokerage accounts. If your unvested Awarded Shares are held by the Plan
Trustee, the Plan Trustee will ask you for voting directions and will follow
your directions in voting your unvested Awarded Shares.
Section
5.
Taxes
.
Where
any person is entitled to receive Shares pursuant to the Restricted Stock Award
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
6.
Notices
.
Any
com-munication 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:
If the
Company:
Dime
Community Bancshares, Inc.
209
Havemeyer Street
Brooklyn,
New York 11211
Attention:
Corporate Secretary
If to the
Recipient, to the Recipient's address as shown in the Company's
records.
Section
7.
Restrictions
on Transfer
.
The
Restricted Stock Award 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 Recipient other than by will or by the laws of descent and
distribution or as otherwise permitted by the Plan. To name a Beneficiary,
complete the attached Appendix A and file it with the Corporate Secretary of
Dime Community Bancshares, Inc.
Section
8.
Successors and Assigns
.
This
Agreement shall inure to the benefit of and shall be binding upon the Company
and the Recipient and their respective heirs, succes-sors and as-signs.
Section
9.
Construction of Language
.
Whenever
appro-priate in the Agreement, words used in the singular may be read in the
plural, words used in the plural may be read in the singu-lar, and words
importing the masculine gender may be read as refer-ring equally to the feminine
or the neuter. Any reference to a section shall be a reference to a section of
this Agreement, un-less the context clearly indicates otherwise. Capitalized
terms not specifically defined herein shall have the meanings assigned to them
under the Plan.
Section
10.
Governing Law
.
This
Agreement shall be con-strued, 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. The federal and state courts having jurisdiction in Kings County,
New York shall have exclusive jurisdiction over any claim, action, complaint or
lawsuit brought under the terms of the Plan. By accepting any Award granted
under this Agreement, the Recipient, and any other person claiming any rights
under the Agreement, agrees to submit himself, and any such legal action as he
shall bring under the Plan, to the sole jurisdiction of such courts for the
adjudication and resolution of any such disputes.
Section
11.
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 Recipient.
Section
12.
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 Recipient acknowledges receipt of a copy of the
Plan. The Recipient acknowledges that he or she may not and will not rely on any
statement of account or other communication or document issued in connection
with the Plan other than the Plan, this Agreement, and any document signed by an
authorized representative of the Company that is designated as an amendment of
the Plan or this Agreement.
Appendix A
to Restricted Stock Award Notice
Dime
Community Bancshares, Inc. 2004 Stock Incentive Plan
Beneficiary
Designation Form- Restricted Stock
GENERAL
INFORMATION
|
Use
this form to designate the Beneficiary(ies) who will receive Restricted
Stock Awards that become vested at your death.
|
Name
of Person
Making
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, reserving
the right to change or revoke this designation at any time prior to my
death:
|
Name
|
Address
|
Relationship
|
Birth
Date
|
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 with respect to all outstanding
Restricted Stock Awards:
|
Name
|
Address
|
Relationship
|
Birth
Date
|
Share
|
|
|
|
|
%
|
|
|
|
|
%
|
|
|
|
|
%
Total
= 100%
|
S
I
G
N
|
H
E
R
E
|
I
understand that this Beneficiary Designation shall be effective only if
properly completed and received by the Corporate Secretary of Dime
Community Bancshares, Inc. prior to my death. I also understand that an
effective Beneficiary designation revokes my prior designation(s) with
respect to all outstanding Restricted Stock Awards.
__
+
Your
Signature
Date
|
Internal
Use Only
This
Beneficiary Designation was received by the Corporate Secretary of Dime
Community Bancshares, Inc. on the date indicated.
By
__+
Authorized
Signature
Date
|
Comments
|