Dime
Community Bancshares, Inc. 2004 Stock Incentive Plan
Non-Qualified
Stock Option Agreement for Outside Directors
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Name
of Optionee
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Social
Security Number
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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 Bancshares, Inc. 2004 Stock Incentive Plan. 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
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Grant
Date:
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Class
of Optioned Shares*
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Common
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Number
of Optioned Shares*
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Exercise
Price per Share*
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VESTING:
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Earliest
Exercise Date*
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Option
Expiration Date*
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*
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 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 Bancshares, Inc.
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Optionee
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By
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Name:
Vincent
F. Palagiano
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Name:
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Title:
Chairman
of the Board and
Chief
Executive Officer
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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 conditions. 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 Bancshares, Inc. 2004 Stock Incentive Plan
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 5.4(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 expiring on the earliest
of:
(i)
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removal
for cause in accordance with the Company's
bylaws;
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(ii)
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the
first anniversary of termination of service for the Company in all
capacities (other than a termination resulting from removal for cause);
or
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(iii)
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the
last day of the ten-year period commencing on the date on which the Option
was granted.
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(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
purposes of the Plan, 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; provided, however, that the Exercise Price
shall not be less than the Fair Market Value of a Share on the date on which the
Option is granted.
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 Banc, Inc., (ii) in Shares duly endorsed for transfer and with
all necessary stock transfer tax stamps attached, already owned by the Optionee
for a period of more than six months 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
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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 9.3 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.
Section
7.
No
Right to Continued Service
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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
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The
Company shall have the right to deduct from all amounts paid by the Company in
cash with respect to an Option under the Plan any taxes required by law to be
withheld. 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 Bancshares, Inc.
c/o The Dime Savings
Bank of Williamsburgh
209 Havemeyer
Street
Brooklyn, New York
11211
Attention: Corporate
Secretary
(b)
If to the
Optionee, to the Optionee's address as shown in the Company's personnel
records.
Section
10.
Restrictions
on Transfer
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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
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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
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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
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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.