EXHIBIT 10.27
DIME BANCORP, INC.
VOLUNTARY DEFERRED COMPENSATION PLAN
FOR DIRECTORS
(As Amended and Restated Effective
as of January 1, 1997)
1. Establishment and Purpose of the Plan. This Voluntary
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Deferred Compensation Plan for Directors (the "Plan") is established to enable
the members of the Boards of Directors of Dime Bancorp, Inc. (the "Company") and
its subsidiaries to defer a portion of the fees that would otherwise be paid to
them as directors and to, instead, receive such amounts at a later date, and, to
the extent provided in Paragraph 5, to provide for the payment of amounts
transferred to the Plan representing the present value of benefits previously
accrued under the Retainer Continuation Plan for Independent Directors of The
Dime Savings Bank of New York, FSB (the "Retainer Continuation Plan").
2. Administration. The Plan shall be administered by the
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Compensation Committee of the Board of Directors of Dime Bancorp, Inc. or such
other committee appointed either by the Board of Directors of the Company (the
"Board") or by such Compensation Committee (the "Committee"), provided, however,
to the extent determined necessary to satisfy the requirements for exemption
from Section 16(b) of the Securities Exchange Act of 1934, as amended (the
"Act"), with respect to investments deemed made hereunder in phantom stock of
the Company, action by the Committee may be by a committee composed solely of
two or more "non-employee directors," within the meaning of Rule 16b-3 as
promulgated under Section 16(b) of the Act, appointed by the Board or by the
Compensation Committee of the Board or such action may instead be taken by the
Board. The Committee shall be authorized to interpret the Plan and make
decisions regarding any questions arising thereunder, and any such
interpretation or decision of the Committee shall, unless overruled or modified
by the Board, be final, conclusive and binding upon all directors of the Company
and its subsidiaries and upon any person claiming benefits or rights under the
Plan by or through any such individual. No member of the Committee shall be
entitled to act on or decide any matter relating solely to himself or herself or
any of his or her rights or benefits under the Plan. The Committee may, in its
discretion, designate a person or persons to carry out such duties or functions
as the Committee so determines, and to the extent provided under the Company's
fiduciary delegation policy (and not inconsistent with the requirements of
Section 16(b) of the Act) shall be deemed to have so designated the Benefits
Committee of the Company. Notwithstanding any provision of the Plan to the
contrary, any duty or function which may be performed by the Committee or its
delegatee under the Plan may instead be performed by the Board if the Board so
determines in its sole discretion.
3. Eligibility. Members of the Boards of Directors of the
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Company and its subsidiaries shall be permitted to participate in the Plan. To
the extent, if any, the provisions of the Employee Retirement Income Security
Act of 1974, as amended, apply to this Plan with respect to any directors who
are otherwise employees of the Company or its subsidiaries, it is intended that
this program be limited to a select group of management or highly compensated
employees, within the meaning of such law.
4. Deferrals of Compensation. With respect to each year as to
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which an individual has been designated as eligible to participate in this Plan,
the individual may elect to become a Participant in the Plan by submitting to
the Committee or its designee a written election to defer receipt of a either a
percentage, or specified dollar amount of the amounts that would otherwise be
earned by the Participant in connection with his or her services as a director
of the Company or one or more of its subsidiaries in the next following calendar
year. Except as otherwise provided by the Committee in accordance with law,
such election shall be made on or before the last day of the calendar year
preceding the calendar year with respect to which the election relates.
Notwithstanding the foregoing, elections may be made to defer receipt of
compensation to be earned after the date of the election and during the period
August 15, 1994 through December 31, 1994, no later than August 31, 1994, and,
with respect to each individual who first becomes an eligible director who is to
receive compensation as a director after August 31, 1994, elections may be made
to defer receipt of such compensation to be earned after the date of election
through the end of the calendar year of the election within 30 days after the
individual first becomes such an eligible director. No election for a deferral
of a specified dollar amount of compensation shall apply to an amount that
totals less than $5,000.
5. Conversion of Retainer Continuation Plan Benefit. If an
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individual eligible to participate in the Plan has elected to convert his or her
accrued benefit under the Retainer Continuation Plan, as determined and
calculated under such plan, into its present value and to transfer such present
value to the Plan, then such transferred benefit shall be credited to a "Benefit
Transfer Account" to be held and administered under the Plan for the benefit of
such Participant. The present value to be transferred to the Participant's
Benefit Transfer Account shall be determined in accordance with the terms of the
Retainer Continuation Plan, as of January 1, 1997.
6. Accounts under the Plan. Amounts deferred by a Participant
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pursuant to Paragraph 4 hereof shall be maintained in an "Account" for such
Participant by the Company or by the subsidiary of the Company responsible to
pay the compensation being deferred by the participant hereunder; provided,
however, that effective December 12, 1995, all amounts previously deferred and
deferred in the future under the Plan by all Participants with respect to
compensation otherwise payable by the Company shall be transferred by the
Company to The Dime Savings Bank of New York, FSB (the "Bank"), along with
amounts representing deemed earnings (net of deemed losses) on previously
deferred amounts, and provided, further, that the transferred amounts, increased
by deemed earnings and reduced by deemed losses thereon, shall be maintained in
Accounts for such Participants by the Bank, which shall be responsible for the
payment of such amounts hereunder. Amounts transferred to the Plan from the
Retainer Continuation Plan pursuant to Paragraph 5 hereof shall be credited to a
Benefit Transfer Account for each affected Participant. The Benefit Transfer
Accounts, increased by deemed earnings and reduced by deemed losses, shall be
payable by, and the responsibility of, the Bank.
7. (a) Deemed Investment of Accounts. The Account maintained
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on behalf of each Participant with respect to the amounts deferred by that
Participant hereunder with
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respect to each year of participation by the Participant shall be deemed to be
invested in, and shall be adjusted to reflect earnings and losses of, such
investments or investment funds as is designated as available from time to time
by the Committee. To the extent the Committee makes available alternative deemed
investment vehicles with respect to amounts eligible to be deferred under the
Plan, each Participant shall, upon making a deferral election hereunder,
designate, in the form and manner prescribed by the Committee, that the amounts
to be credited to his or her Account be applied in such proportions as he or she
may designate, in such multiples as is permitted by the Committee, in each
deemed investment made available by the Committee. The Committee may make
available different deemed investments for amounts deferred at different times
under the Plan, and may change the available deemed investments under the Plan
from time to time. The Committee may also designate that only one deemed
investment be available with respect to any amounts deferred hereunder, in which
event that deemed investment shall apply to all such amounts without regard to
any other election that a Participant may desire.
(b) Deemed Investment of Benefit Transfer Accounts. The Benefit
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Transfer Account maintained on behalf of a Participant with respect to amounts
transferred from the Retainer Continuation Plan shall be initially deemed to be
invested in, and shall be adjusted to reflect earnings and losses of, phantom
investments in Dime Bancorp, Inc. common stock. The number of shares of phantom
stock initially credited to a Participant's Benefit Transfer Account shall be
determined based on the average of the closing price of the common stock of the
Company on each trading day during the twelve month period ending on the day
immediately preceding the date amounts are deemed to be transferred from the
Retainer Continuation Plan to the Plan. Except as permitted by Paragraph 8(b),
the amount credited to a Participant's Benefit Transfer Account shall remain
deemed invested in phantom stock of the Company.
8. (a) Change in Investment Directions. A Participant may, by
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filing a notice in the form and manner prescribed by the Committee, elect to
change his or her investment direction with respect to all or a portion of the
amounts then held, or to be held, in such Participant's Account, with such
election and the new investment direction becoming effective as of the first day
of any calendar quarter (i.e. January 1, April 1, July 1 or October 1), provided
such investment direction election is made, and not revoked, prior to 10:00 a.m.
on the first day of such calendar quarter. Such direction may relate solely to
amounts already allocated to the Participant's Account (in which event it shall
constitute a direction to transfer amounts in the Participant's Account among
the various available deemed investments) or may relate solely to amounts to be
deferred in the future, or may relate to both amounts already allocated to the
Participant's Account and amounts to be deferred in the future. Any investment
direction election made by a Participant shall remain in effect until changed,
to the extent such change is permitted under the Plan.
(b) Benefit Transfer Account Transfer Restrictions. In the case of
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amounts credited to a Participant's Benefit Transfer Account, such amounts shall
remain invested in phantom stock of the Company until the Restriction Lapse Date
(as defined below). For purposes of this Paragraph 8(b), the Restriction Lapse
Date shall mean the earlier of (i) a Participant's attainment of age 73 (or, if
later, the date on which the Participant's benefit under the Retainer
Continuation Plan is deemed to be transferred to the Plan) or (ii) the second
anniversary of the date on which the Participant's benefit under the Retainer
Continuation Plan is deemed to be transferred
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to the Plan. Upon such Restriction Lapse Date, a Participant may, by filing a
notice in the form and manner prescribed by the Committee, elect to change his
or her investment direction with respect to all or a portion of the amounts then
credited to such Participant's Benefit Transfer Account, with such election and
the new investment direction to invest in one or more of the deemed investment
funds then made available under the Plan becoming effective as of the first day
of any calendar quarter (i.e., January 1, April 1, July 1 or October 1),
provided such investment direction election is made, and not revoked, prior to
10:00 a.m. on the first day of such calendar quarter. If, following the
Restriction Lapse Date, and to the extent of amounts initially credited to a
Participant's Benefit Transfer Account and deemed invested in phantom stock of
the Company, the amounts then credited to a Participant's Benefit Transfer
Account are, in accordance with the election of the Participant, deemed redeemed
for the first time and deemed reinvested in any one or more of the deemed
investment funds then made available under the Plan, the deemed redemption of
such phantom stock shall be valued based on the average of the closing price of
the common stock of the Company on each trading day during the twelve month
period ending on the day immediately preceding the date the amounts are deemed
so redeemed. After such initial deemed redemption and deemed reinvestment in any
of the other deemed investment funds under the Plan, the Participant may
thereafter change his or her investment direction with respect to such
reinvested amounts in accordance with the provisions of Paragraph 8(a), provided
that in the case of any such subsequent deemed reinvestment in, or deemed
redemption of, investments in phantom stock of the Company, such phantom stock
shall be valued based on the closing price of the common stock of the Company on
the date of such deemed reinvestment or redemption. Further, if, following the
Restriction Lapse Date, and to the extent of amounts initially credited to a
Participant's Benefit Transfer Account and deemed invested in phantom stock of
the Company, the amounts then credited to a Participant's Benefit Transfer
Account are deemed redeemed for the first time and, in accordance with Paragraph
13, paid to the Participant (or his or her Beneficiary) as a distribution under
the Plan, the deemed redemption of such phantom stock shall be valued based on
the average of the closing price of the common stock of the Company on each
trading day during the twelve month period ending on the day immediately
preceding the date the amounts are deemed so redeemed.
(c) Securities Law Limitations. Notwithstanding anything in the Plan
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to the contrary, if at any time a Participant who is an Insider (as defined
below) is prohibited by the Section 16 Rules (as defined below) from directing
that his or her Account or Benefit Transfer Account be (i) deemed invested in an
investment fund that invests in common stock of the Company, (ii) deemed
transferred to a deemed investment in common stock of the Company or (iii) to
the extent of any deemed investment in common stock of the Company, deemed
redeemed for whatever reason, any such direction shall be disregarded and not
given effect. For purposes of this Paragraph 8, an Insider shall mean, with
respect to the Company or any of its subsidiaries, (i) any Participant who is
subject to the Section 16 Rules, determined in accordance with Rule 16a-2
thereof, and (ii) solely with respect to certain trading restrictions with
respect to common stock of the Company imposed from time to time by the Company
or any of its subsidiaries, any Participant who is subject to such trading
restrictions. For purposes of this Paragraph 7, the Section 16 Rules mean those
rules (as from time to time amended) promulgated by the Securities and Exchange
Commission ("SEC") under Section 16 of the Act. For purposes of the Plan, an
action shall be deemed to be prohibited by the Section 16 Rules, if it could, if
permitted or occurring, result in a transaction not being exempt from the
provisions of Section 16(b) of the Act. An action in violation of certain
trading restrictions
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with respect to common stock of the Company imposed from time to time by the
Company or any of its subsidiaries shall be deemed to be prohibited by the
Section 16 Rules solely for purposes of the Plan.
9. Crediting of Accounts. Each Participant's Account and, as
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applicable, Benefit Transfer Account shall be deemed credited at the end of each
calendar quarter (or on such other dates as is designated by the Committee) with
the earnings or losses that the amount in the Account or Benefit Transfer
Account would have experienced had the Account or Benefit Transfer Account
actually been invested in the deemed investment designated by the Participant
or, as appropriate, the Committee.
10. Investment in Phantom Stock of Dime Bancorp, Inc. In
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accordance with such administrative rules and procedures as may be prescribed by
the Committee, phantom investments in Dime Bancorp, Inc. common stock shall be
offered for the investment of Participant Accounts and, as applicable, Benefit
Transfer Accounts. In accordance with Rule 16b-3 (as in effect pursuant to
rules issued by the SEC under Section 16(b) of the Act on May 31, 1996) and
relevant interpretations of the SEC thereunder, it is intended that approval of
the Plan by the Board shall satisfy the condition for approval under Rule 16b-3
with respect to the investment of new deferrals in phantom stock of Dime
Bancorp, Inc.
11. Status of Investments. All investments actually made by the
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Bank or any other subsidiary of the Company pursuant to this Plan will be deemed
made solely for the purpose of aiding such entity in measuring and meeting its
obligations under the Plan. Further, such entities are not limited to the
investments described in the provisions set forth above but are merely obligated
to provide payments pursuant to the terms of this Plan that reflect the
investment returns offered by the deemed investments made available under the
Plan. The Bank or, as applicable, one or more of the subsidiaries of the
Company, will be named sole owner of all such investments and of all rights and
privileges conferred by the terms of the instruments evidencing such
investments. This Plan places no obligation upon any entity to invest any
portion of the amount in a Participant's Account or Benefit Transfer Account, to
invest or continue to invest in any specific asset, to liquidate any particular
investment, or to apply in any specific manner the proceeds from the sale,
liquidation, or maturity of any particular investment. Nothing stated herein
shall cause such investments to be treated as anything but the general assets of
the Bank or, as applicable, other subsidiaries of the Company, nor will anything
stated herein cause such investments to represent the vested, secured or
preferred interest of the Participant or his or her beneficiaries designated
under this Plan. Participants hereunder have the status of unsecured creditors
with respect to their Accounts or Benefit Transfer Account, and it is intended
that the Plan be unfunded for tax purposes and, to any extent applicable, for
purposes of Title I of the Employee Retirement Income Security Act of 1974, as
amended.
12. Vesting. Participants shall be fully vested in all amounts
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in their Accounts and Benefit Transfer Account at all times.
13. (a) Payment of Accounts. At the time a Participant elects
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to defer compensation hereunder, the Participant shall designate the time and
the manner for the payment of
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the amounts to be allocated to such Participant's Account with respect to such
deferral of compensation. Except as otherwise provided below, payment to a
Participant shall commence upon a fixed date selected by the Participant at the
time of the deferral chosen from the following dates:
(i) The last day of a calendar quarter ending at least three years
from the end of the calendar year in which the deferred compensation would
otherwise be payable, but no later than the end of the calendar quarter in which
occurs the Participant's 75th birthday.
(ii) The last day of any one of the four calendar quarters ending
after the service of the Participant as a director of the Company and any of its
subsidiaries terminates (as designated by the Participant at the time of
deferral).
Except as otherwise provided below, the form of payment of deferred amounts in a
Participant's Account shall be designated by the Participant at the time the
election to defer compensation is made and shall be from among the following
options, to the extent such optional forms are made available by the Committee.
All forms of payment shall be based on the value of a Participant's Account at
tributable to the particular deferral election and all forms of payment shall be
actuarially equivalent to each other. The options that may be made available
are:
(A) a lump sum;
(B) a number of quarterly or annual installments, limited
in such manner as is determined by the Committee;
(C) one or more forms of annuity providing a fixed
quarterly or monthly payment, which shall include, in
addition to such forms of annuity as shall be
determined from time to time by the Committee, the
following:
(1) Single Life Annuity;
(2) Single Life Annuity With A Ten-Year Term
Certain;
(3) Joint and 50% Survivor Annuity;
(4) Joint and 100% Survivor Annuity;
(5) Joint and 50% Survivor Annuity With A Ten-Year
Term Certain;
(6) Joint and 100% Survivor Annuity With A Ten-Year
Term Certain
The forms of annuity described in options (3) through
(6) shall be available only if the Participant is
married at the time benefits
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commence. If a Participant is not married at the time
benefits commence, such Participant shall be
permitted to select only the form of annuity
described in option (1) or (2); or
(D) a designated dollar amount (to the extent such amount
is allocated to the Participant's Account with
respect to the deferral of compensation in question)
or percentage of the Participant's Account payable in
either a lump sum or quarterly or annual installments
at the end of one or more calendar quarters otherwise
available for election for the com mencement of
distributions as described above, with the remainder
of the amount subject to such designation to be
distributed in either a lump sum or quarterly or
annual installments commencing at such other date
chosen from clauses (a)(i) or (a)(ii) above.
In the event that payment is to be made on the form of an annuity, the amount of
each annuity payment shall be determined by the Committee or its designee in its
sole discretion, which amount shall be based on the amounts that could be
payable under one or more commercial annuity products that could be purchased
with the amount in a Participant's Account that is to be paid in the form of an
annuity at a date set by the Committee that is within 60 days of the starting
date of the annuity, with the identity of the commercial annuity products to be
used for this purpose to be determined in the sole discretion of the Committee,
or by the Committee's designee in accordance with standards established by the
Committee. Any such determination, and the determination by the Committee or
its delegatee of the amount of any annuity payments to be made hereunder shall
be final and binding upon all Participants and beneficiaries. In the event that
the Committee or its designee, in their sole and absolute discretion, shall
direct that a commercial annuity be purchased in order to fund any payment
obligations hereunder, such annuity contract, when purchased, shall be the
property of the Bank or other purchasing subsidiary of the Company, and the
Participant will continue to be no more than an unsecured creditor of the Bank
or, as applicable, another subsidiary of the Company, as described above. Each
Participant's Account under the Plan shall be reduced by the amount of any
distribution hereunder.
(b) Payment of Benefit Transfer Accounts. A Participant who has
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elected to convert his or her accrued benefit under the Retainer Continuation
Plan and transfer such converted benefit to a Benefit Transfer Account under the
Plan, as provided in Paragraph 5, shall be permitted to designate the time and
manner for the payment of the amounts credited to his or her Benefit Transfer
Account, provided that any such election is made at least twenty-four (24)
months prior to the earlier of (i) the date payment of amounts credited to the
Benefit Transfer Account would otherwise commence (other than on account of
Hardship or a Change in Control) or (ii) the date the Participant's service as a
member of the Board and, as applicable, as a member of the boards of directors
of all subsidiaries of the Company terminates. If a Participant, in accordance
with this Paragraph 13(b), has not made an effective election with respect to
the time of payment of his or her Benefit Transfer Account, the amount credited
to such account shall be paid commencing on the last day of the calendar quarter
next following the Participant's termination of service as a member of the Board
and, as applicable, as a member of the boards of directors of all subsidiaries
of the Company. If a Participant, in accordance with this Paragraph 13(b), has
not made an effective election with
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respect to the form of payment of his or her Benefit Transfer Account, the
amount credited to such account shall be paid in the form of a single life
annuity (unless the Committee, in its sole discretion, directs that another form
of benefit otherwise available under the Plan be paid).
If an election as to the commencement date for the payment of a Participant's
Benefit Transfer Account is timely made, as provided in this Paragraph 13(b),
the Participant may designate the date on which the payment of his or her
Benefit Transfer Account shall commence from the following dates:
(i) The last day of a calendar quarter ending at least
twenty-four (24) months after date on which the election is
made, but in no event may payments commence later than the
last day of the calendar quarter in which occurs the
Participant's 75th birthday.
(ii) The last day of any one of the four calendar quarters
ending after the service of the Participant as a director of
the Company and any of its sub sidiaries terminates.
If an election as to the form of payment of a Participant's Benefit Transfer
Account is timely made, as provided in this Paragraph 13(b), the Participant may
designate the form of payment from the following:
(A) a lump sum;
(B) a number of quarterly or annual installments, limited
in such manner as is determined by the Committee;
(C) one or more forms of annuity providing a fixed
quarterly or monthly payment, which shall include, in
addition to such forms of annuity as shall be
determined from time to time by the Committee, the
following:
(1) Single Life Annuity;
(2) Single Life Annuity With A Ten-Year Term Certain;
(3) Joint and 50% Survivor Annuity;
(4) Joint and 100% Survivor Annuity;
(5) Joint and 50% Survivor Annuity With A Ten-Year
Term Certain;
(6) Joint and 100% Survivor Annuity With A Ten-Year
Term Certain
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The forms of annuity described in options (3) through
(6) shall be available only if the Participant is
married at the time benefits commence. Accordingly,
if a Participant is not married at the time benefits
commence, such Participant shall be permitted to
select only the form of annuity described in option
(1) or (2); or
(D) a designated dollar amount (to the extent such amount
is allocated to the Participant's Benefit Transfer
Account) or percentage of the Participant's Benefit
Transfer Account payable in either a lump sum or
quarterly or annual installments at the end of one or
more calendar quarters otherwise available for
election for the commencement of distributions as
described above, with the remainder of the amount
subject to such designation to be distributed in
either a lump sum or quarterly or annual installments
commencing at such other date chosen from clauses
(b)(i) or (b)(ii) above.
In the event that payment is to be made on the form of an annuity, the amount of
each annuity payment shall be determined by the Committee or its designee in its
sole discretion, which amount shall be based on the amounts that could be
payable under one or more commercial annuity products that could be purchased
with the amount in a Participant's Benefit Transfer Account that is to be paid
in the form of an annuity at a date set by the Committee that is within 60 days
of the starting date of the annuity, with the identity of the commercial annuity
products to be used for this purpose to be determined in the sole discretion of
the Committee, or by the Committee's designee in accordance with standards
established by the Committee. Any such determination, and the determination by
the Committee or its delegatee of the amount of any annuity payments to be made
hereunder shall be final and binding upon all Participants and beneficiaries.
In the event that the Committee or its designee, in their sole and absolute
discretion, shall direct that a commercial annuity be purchased in order to fund
any payment obligations hereunder, such annuity contract, when purchased, shall
be the property of the Bank or other purchasing entity, and the Participant will
continue to be no more than an unsecured creditor of the Bank or, as applicable,
another subsidiary of the Company, as described above. Each Participant's
Benefit Transfer Account under the Plan shall be reduced by the amount of any
distribution hereunder.
(c) Payments Upon Change in Control or Hardship. A Participant may
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also, solely to the extent permitted by the Committee, direct that all of the
amounts then credited to the Participant's Account and Benefit Transfer Account
be distributable to the Participant upon a Change in Control of the Company (as
defined below), or that all or a portion of the amounts oth erwise payable to
the Participant be distributable in the event of a Hardship (as defined below),
in which event the amount of any further scheduled distribution shall be reduced
by the amount previously distributed on account of such event.
(d) Payments Upon Death. To the extent permitted by the Committee, a
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Participant may elect that if the Participant dies before payments of a deferred
amount have otherwise commenced to the Participant, the amount allocated to the
Participant's Account and Benefit Transfer Account be distributed in a single
lump sum to the Participant's Beneficiary (as
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defined below) commencing either on the last day of the calendar quarter in
which the Participant dies (or as soon as practicable thereafter) or on the last
day of the first calendar quarter in the calendar year immediately following the
date of the Participant's death; provided, however, that if no such election is
made, payment shall be made in a single lump sum at the end of the calendar
quarter in which the Participant died, or as soon as practicable thereafter. If
payments of a deferred amount in the form of installments or an annuity have
already commenced to the Participant, they shall continue to be made after the
Participant's death to the Participant's Beneficiary, who shall otherwise be
granted the same rights as were held by the Participant hereunder.
(e) Additional Payment Elections. Notwithstanding the preceding
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provisions of this Paragraph 13 to the contrary, a Participant may subsequently
elect, in such form and manner as may be prescribed by the Committee, that the
amounts credited to his or her Account be distributed commencing on one of the
dates described in clause (a)(i) or (a)(ii) above in lieu of the date(s)
initially selected, provided that any such election is made at least twenty-four
(24) months prior to the earlier of (i) the date payment of amounts credited to
the Account would otherwise commence (other than on account of Hardship or a
Change in Control) or (ii) the Participant's termination of service for any
reason as a member of the Board and, as applicable, as a member of the boards of
directors of all subsidiaries of the Company. Further, notwithstanding the
preceding provisions of this Paragraph 13 to the contrary, a Participant may
also subsequently elect, in such form and manner as may be prescribed by the
Committee, that the amounts credited to his or her Account be paid in any one of
the forms of benefit payment provided under this Paragraph 13 in lieu of the
form of payment initially selected, provided that any such election is made at
least twenty-four (24) months prior to the earlier of (i) the date payment of
amounts credited to the Account would otherwise commence (other than on account
of Hardship or a Change in Control) or (ii) the Participant's termination of
service for any reason as a member of the Board and, as applicable, as a member
of the boards of directors of all subsidiaries of the Company.
14. Change in Control. Unless otherwise determined by the
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Committee at the time of a Participant's deferral hereunder, for purposes of
this Plan, a Change in Control means the earliest of (i) the occurrence of a
Terminating Event (as defined below), or (ii) the dissemination of a proxy
statement soliciting proxies from stockholders of the Company or the Bank, by
someone other than the Company or the Bank, seeking stockholder approval of a
Terminating Event of the type described in clause (a) below, or (iii) the
publication or dissemination of an announcement of action intended to result in
a Terminating Event of the type described in clauses (b) or (c) below. For these
purposes, a "Terminating Event" means:
(a) the reorganization, merger or consolidation of the Company or the
Bank with one or more corporations as a result of which the outstanding shares
of common stock of the Company or the Bank are exchanged or converted into cash
or property or securities not issued by the Company or the Bank, unless the
reorganization, merger or consolidation shall have been affirmatively
recommended to the Company's or the Bank's stockholders by a majority of the
members of the Board or the board of directors of the Bank;
(b) the acquisition of substantially all of the property or of more
than 35% of the voting power of the Company or the Bank by any person or entity;
or
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(c) the occurrence of any circumstance having the effect that
directors who were nominated for election as directors by the Nominating
Committee of the Board or the board of directors of the Bank shall cease to
constitute a majority of the authorized number of directors of the Company or
the Bank.
15. Hardship. Unless otherwise determined by the Committee, for
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purposes of this Plan, a Participant shall be deemed to have incurred a Hardship
in the event the Participant experiences severe financial difficulties resulting
from a sudden and unexpected illness or accident of the Participant or of a
dependent (as defined in Section 152(a) of the Internal Revenue Code) of the
Participant, loss of the Participant's property due to casualty, or another
similar extraordinary and unforeseeable circumstance arising as a result of
events beyond the control of the Participant. The determination of whether or
not a Participant has incurred a Hardship shall be made by the Committee, and no
distribution on account of a Hardship shall be in excess of the amount necessary
to meet the emergency.
16. Designation of Beneficiaries. In the event that a
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Participant dies prior to the receipt of all amounts payable to him or her
pursuant to the Plan, all remaining amounts credited to his Account and Benefit
Transfer Account shall be paid to such one or more beneficiaries and in such
proportions as the Participant may designate, in accordance with the provisions
of Paragraph 13. If no Beneficiary has been named by the Participant, or if a
named Beneficiary has predeceased the Participant and no successor beneficiary
has been named or if a beneficiary des ignation is otherwise ineffective,
payment shall be made to the estate of the Participant, and if any Beneficiary
shall die after payments to that Beneficiary have commenced, if any remaining
payments would otherwise be made to such Beneficiary, they shall instead be made
to the estate of the Ben eficiary. A Beneficiary designation pursuant to this
Paragraph 16 shall not be effective unless it is in writing and is received by
the Committee prior to the death of the Participant making the designa tion.
17. Nonalienation. The right to receive a benefit under the Plan
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shall not be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment, or garnishment by creditors of the
Participant or the Participant's beneficiaries.
18. Indemnification. The Company shall indemnify, hold harmless
---------------
and defend each member of the Board, each member of the Committee, each member
of the Benefits Committee, and each of their designees who are employees of the
Company or any of its sub sidiaries, against their reasonable costs, including
legal fees, incurred by them, or arising out of any action, suit or proceeding
in which they may be involved, as a result of their efforts, in good faith, to
defend or enforce the terms of the Plan.
19. Severability. A determination that any provision of the Plan
------------
is invalid or unenforceable shall not affect the validity or enforceability of
any other provision hereof.
20. Waiver. Failure to insist upon strict compliance with any of
------
the terms, covenants or conditions of the Plan shall not be deemed a waiver of
such term, covenant or condition. A waiver of any provision of the Plan must be
made in writing, designated as a waiver,
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and signed by the party against whom its enforcement is sought. Any waiver or
relinquishment of any right or power hereunder at any one or more times shall
not be deemed a waiver or relinquishment of such right or power at any other
time or times.
21. Notices. Any notice or other communication required or
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permitted to be given to a party under the Plan shall be deemed given if
personally delivered or if mailed, postage prepaid, by certified mail, return
receipt requested, to the party at the address listed below, or at such other
address as one such party may by written notice specify to the other:
(a) if to the Committee:
Dime Bancorp, Inc.
` 589 Fifth Avenue
New York, New York 10017
Attention: Chief Human Resources Officer
(b) if to any party other than the Committee, to such party
at the address last furnished by such party by written notice to the
Committee.
22. Governing Law. The Plan shall be construed, administered and
-------------
enforced according to the laws of the State of New York, except to the extent
that such laws are pre empted by federal law.
23. Construction of Language. Wherever appropriate in the Plan,
------------------------
words used in the singular may be read in the plural, words in the plural may be
read in the singular, and words importing the masculine gender shall be deemed
equally to refer to the feminine or the neuter. Any reference to an Article or
Section shall be to an Article or Section of the Plan, unless otherwise
indicated.
24. Amendment or Discontinuance. The Board or the Compensation
---------------------------
Committee of the Board may amend, discontinue or terminate the Plan at any time;
provided, however, that no amendment or discontinuance shall affect the rights
of Participants to amounts already allocated to their Accounts and Benefit
Transfer Accounts under the Plan. The Benefits Committee of the Company may
make any amendment to the Plan that may be necessary or appropriate to
facilitate the administration, management, and interpretation of the Plan or to
conform the Plan thereto or that may be necessary or appropriate to satisfy
requirements of law, provided that any such amendment does not significantly
affect the cost to the Company or any of its subsidiaries of maintaining the
Plan. Notwithstanding the foregoing, no amendment by the Compensation Committee
of the Board or the Benefits Committee of the Company shall be made to the
extent that any such amendment would cause any Participant who administers any
employee benefit plan of the Company (or any subsidiary of the Company) and who,
in accordance with the terms of any such plan or applicable law, must be
"disinterested", to cease to qualify as an "outside director", within the
meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, and
the treasury regulations thereunder.
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