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Exhibit 4.1
DIME BANCORP, INC.
1997 STOCK INCENTIVE PLAN
SECTION 1. Purpose.
The purpose of the Dime Bancorp, Inc. 1997 Stock Incentive Plan (the
"Plan") is to enable Dime Bancorp, Inc. ("Bancorp") and any Related Company (as
defined below) to attract and retain employees who contribute to Bancorp's
success by their ability, ingenuity and industry and to enable such employees to
participate in the long-term success and growth of Bancorp by giving them an
equity interest in Bancorp. For purposes of the Plan, a "Related Company" means
any corporation, partnership, joint venture or other entity in which Bancorp
owns, directly or indirectly, at least a 20% beneficial ownership interest. It
is intended that the Plan be designed and its terms be administered and
interpreted so that the approval of the stockholders of Bancorp is not required
for the Plan's implementation and administration under applicable rules of the
New York Stock Exchange or other applicable laws, rules, or regulations.
SECTION 2. Types of Awards.
Awards under the Plan will be in the form of options ("Stock Options")
to purchase shares of common stock of Bancorp, par value $.01 per share
("Stock").
SECTION 3. Administration.
3.1 The Plan shall be administered by the Compensation Committee of
Bancorp's Board of Directors or such other committee appointed either by the
Board of Directors of Bancorp (the "Board") or by such Compensation Committee
(the "Committee"), or as applicable, one or more delegatees of the Committee,
which shall initially be the Chief Executive Officer of Bancorp (the Committee
and/or its delegatees being hereafter referred to as the "Administrator").
3.2 The Administrator shall have the authority to grant awards to
eligible employees under the Plan; to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall
deem advisable; to interpret the terms and provisions of the Plan and any award
granted under the Plan; and to otherwise supervise the administration of the
Plan. In particular, and without limiting its authority and powers, the
Administrator shall have the authority:
(a) to determine whether and to what extent any award will be
granted hereunder;
(b) to select the employees to whom awards will be granted;
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(c) to determine the number of shares of Stock to be covered by
each award granted hereunder;
(d) to determine the terms and conditions of any award granted
hereunder, including, but not limited to, any vesting or other
restrictions based on performance and such other factors as
the Administrator may determine, and to determine whether the
terms and conditions of the award are satisfied;
(e) to determine the treatment of awards upon an employee's
retirement, disability, death, termination for cause or other
termination of employment;
(f) to determine that amounts equal to the amount of any dividends
declared with respect to the number of shares covered by an
award (i) will be paid to the employee currently or (ii) will
be deferred and deemed to be reinvested or (iii) will
otherwise be credited to the employee, or (iv) that the
employee has no rights with respect to such dividends;
(g) to amend the terms of any award, prospectively or
retroactively; provided, however, that no amendment shall
impair the rights of the award holder without his or her
consent; and
(h) to substitute new Stock Options for previously granted Stock
Options, or for options granted under other plans, in each
case including previously granted options having higher option
prices.
3.3 All determinations made by the Administrator pursuant to the
provisions of the Plan shall be final and binding on all persons, including
Bancorp and Plan participants.
3.4 The Administrator may from time to time delegate to one or more
officers of Bancorp or any Related Company any or all of the authorities granted
to the Administrator hereunder, except for the authority to make awards
hereunder and to amend the Plan.
SECTION 4. Stock Subject to Plan.
4.1 The total number of shares of Stock reserved and available for
distribution under the Plan shall be 300,000. The shares of Stock hereunder may
consist of authorized but unissued shares or treasury shares. Shares of Stock
reserved and available for distribution under the Plan shall further be subject
to adjustment as provided below.
4.2 To the extent a Stock Option is surrendered, canceled or terminated
without having been exercised, the shares subject to such Stock Option shall
again be available for distribution in connection with future awards under the
Plan. At no time will the overall number
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of shares issued under the Plan plus the number of shares covered by outstanding
awards under the Plan exceed the aggregate number of shares authorized under the
Plan.
4.3 In the event of any merger, reorganization, consolidation, sale of
substantially all assets, recapitalization, Stock dividend, Stock split,
spin-off, split-up, split-off, distribution of assets (including cash) or other
change in corporate structure affecting the Stock, a substitution or adjustment,
as may be determined to be appropriate by the Administrator, in the sole
discretion of the Administrator, shall be made in the aggregate number of shares
reserved for issuance under the Plan, the identity of the stock to be issued
under the Plan, the number of shares subject to outstanding awards, and the
amounts to be paid by employees with respect to outstanding awards.
SECTION 5. Eligibility.
Officers and other employees of Bancorp and Related Companies, other
than employees who are subject to the reporting and short-swing profit recapture
provisions of Section 16 of the Securities Exchange Act of 1934, as amended from
time to time (the "Exchange Act"), and executive vice presidents of Bancorp, The
Dime Savings Bank of New York, FSB (the "Bank"), and North American Mortgage
Company, are eligible to be granted awards under the Plan, as determined from
time to time by the Administrator. Directors of Bancorp or a Related Company
(except for directors of a Related Company who are also employees of Bancorp or
a Related Company and who are not otherwise excluded from eligibility to
participate in the Plan) will not be eligible to be granted awards under the
Plan. The participants under the Plan shall be selected from time to time by the
Administrator, in the sole discretion of the Administrator, from among those
eligible.
SECTION 6. Stock Options.
6.1 The type of Stock Options awarded under the Plan will consist of
options that do not qualify as "incentive stock options" within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), or
any successor provision thereto ("Non-Qualified Stock Options").
6.2 Subject to the following provisions, Stock Options awarded under
the Plan shall be in such form and shall have such terms and conditions as the
Administrator may determine:
(a) Option Price. The option price per share of Stock purchasable
under a Stock Option shall be equal to the closing price of
the Stock on the New York Stock Exchange on the date the Stock
Option is granted.
(b) Option Term. The term of each Stock Option shall be determined
by the Administrator.
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(c) Exercisability. Stock Options shall be exercisable at such
time or times and subject to such terms and conditions as
shall be determined by the Administrator. If the Administrator
provides that any Stock Option is exercisable only in
installments, the Administrator may waive such installment
exercise provisions at any time in whole or in part.
(d) Method of Exercise. Stock Options may be exercised in whole or
in part at any time during the option period by giving written
notice of exercise to Bancorp specifying the number of shares
to be purchased, accompanied by payment of the purchase price.
Payment of the purchase price shall be made in such manner as
the Administrator may provide in the award, which may include
cash (including cash equivalents), delivery of shares of Stock
already owned by the optionee for at least six months, any
other manner permitted by law as determined by the
Administrator, or any combination of the foregoing. The
Administrator may provide that all or part of the shares
received upon the exercise of a Stock Option that are paid for
using restricted stock or deferred stock shall be restricted
or deferred in accordance with the original terms of the
restricted stock or deferred stock so used.
(e) No Stockholder Rights. Unless determined otherwise by the
Administrator, an optionee shall have neither rights to
dividends (other than amounts credited in accordance with
Section 3.2(f)) nor other rights of holders of Stock with
respect to shares of Stock subject to a Stock Option until the
optionee has given written notice of exercise and has paid for
such shares.
(f) Surrender Rights. The Administrator may provide that Stock
Options may be surrendered for cash upon any terms and
conditions set by the Administrator.
(g) Non-transferability. No Stock Option shall be transferable by
the optionee other than by will or by the laws of descent and
distribution. During the optionee's lifetime, all Stock
Options shall be exercisable only by the optionee.
(h) Termination of Employment. If an optionee's employment with
Bancorp or a Related Company terminates by reason of death,
disability, retirement, voluntary or involuntary termination
or otherwise, the Stock Option shall be exercisable to the
extent determined by the Administrator. The Administrator may
provide that, notwithstanding the option term determined
pursuant to Section 6.2(b), a Stock Option that is outstanding
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on the date of an optionee's death shall remain outstanding
for an additional period after the date of such death.
SECTION 7. Tax Withholding.
7.1 Each employee shall, no later than the date as of which the value
of an award (or portion thereof) first becomes includible in the employee's
income for applicable tax purposes, pay to Bancorp, or make arrangements
satisfactory to the Administrator regarding payment of, any federal, state,
local or other taxes of any kind required by law to be withheld with respect to
the award (or portion thereof). The obligation of Bancorp under the Plan shall
be conditional on such payment or arrangements, and Bancorp (and, where
applicable, any Related Company) shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the
employee including, but not limited to, the right to withhold shares of Stock
otherwise deliverable to the employee with respect to any awards hereunder.
7.2 To the extent permitted by the Administrator, and subject to such
terms and conditions as the Administrator may provide, an employee may
irrevocably elect to have the withholding tax obligation or any additional tax
obligation with respect to any awards hereunder satisfied by (i) having Bancorp
withhold shares of Stock otherwise deliverable to the employee with respect to
the award, (ii) delivering to Bancorp shares of unrestricted Stock, or (iii)
through any combination of withheld and delivered shares of Stock, as described
in (i) and (ii).
SECTION 8. Amendments and Termination.
The Board may discontinue the Plan at any time and may amend it from
time to time. In addition, the Administrator may amend the Plan from time to
time, except no such amendment may increase the number of shares of Stock
available for distribution under the Plan or change the provisions of the Plan
prescribing the option price. No amendment or discontinuation of the Plan shall
adversely affect any award previously granted without the optionee's written
consent. Amendments may be made without the approval of Bancorp's stockholders,
except as required to satisfy applicable requirements of law.
SECTION 9. Terminating Event and Change in Control.
9.1 Unless otherwise determined by the Administrator at the time of
grant or by amendment (with the holder's consent) of such grant, in the event of
the earliest of (i) the occurrence of a Terminating Event (as defined in Section
9.2), (ii) the occurrence of a Change in Control (as defined in Section 9.3),
(iii) the dissemination of a proxy statement soliciting proxies from
stockholders of Bancorp, by someone other than Bancorp, seeking stockholder
approval of a Terminating Event of the type described in 9.2 (a) below, or (iv)
the publication or dissemination of an announcement of action intended to result
in a Terminating Event of the type described in 9.2(b) or (c) below, and solely
with respect to awards held by an individual in service
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with Bancorp or a Related Company at the time of any such event described in (i)
through (iv) above, all outstanding Stock Options awarded under the Plan shall
become fully exercisable and vested.
9.2 As used herein, a "Terminating Event" shall be:
(a) the reorganization, merger or consolidation of
Bancorp with one or more corporations as a result of
which the Stock is exchanged for or converted into
cash or property or securities not issued by Bancorp,
whether or not the reorganization, merger or
consolidation shall have been affirmatively
recommended to Bancorp's stockholders by a majority
of the members of the Board;
(b) the acquisition of substantially all of the property
or of more than 35% of the voting power of Bancorp by
any person or entity; or
(c) the occurrence of any circumstance having the effect
that directors who were nominated for election as
directors by the Governance and Nominating Committee
of the Board shall cease to constitute a majority of
the authorized number of directors of Bancorp.
9.3 As used herein, a "Change in Control" shall mean any
of the following events:
(a) any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of Bancorp (not including in the
securities beneficially owned by such Person any securities
acquired directly from Bancorp or its Affiliates) representing
35% or more of the combined voting power of Bancorp's then
outstanding securities;
(b) the following individuals cease for any reason to
constitute a majority of the number of directors then serving
as directors of Bancorp: individuals who, on July 24, 1997,
constitute the Board and any new director (other than a
director whose initial assumption of office is in connection
with the settlement of an actual or threatened election
contest, including but not limited to a consent solicitation,
relating to the election of directors of Bancorp) whose
appointment or election by the Board or nomination for
election by Bancorp's stockholders was approved or recommended
by a vote of at least two-thirds (2/3) of the directors then
still in office who either were directors on July 24, 1997 or
whose appointment, election or nomination for election was
previously so approved or recommended;
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(c) there is consummated a merger or consolidation of Bancorp
or any direct or indirect subsidiary of Bancorp with any other
corporation or entity, other than (i) a merger or
consolidation which would result in the voting securities of
Bancorp outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of
the surviving entity or any Parent thereof), in combination
with the ownership of any trustee or other fiduciary holding
securities under an employee benefit plan of Bancorp or any
subsidiary of Bancorp, at least 65% of the combined voting
power of the securities of Bancorp, such surviving entity or
any Parent thereof outstanding immediately after such merger
or consolidation or (ii) a merger or consolidation effected
solely to implement a recapitalization of Bancorp or the Bank
(or similar transaction) in which no Person is or becomes the
Beneficial Owner, directly or indirectly, of securities of
Bancorp or the Bank (not including in the securities
beneficially owned by such Person any securities acquired
directly from Bancorp or its Affiliates) representing 35% or
more of the combined voting power of Bancorp's or the Bank's
then outstanding securities; or
(d) the stockholders of Bancorp or the Bank approve a plan of
complete liquidation or dissolution of Bancorp or the Bank,
respectively, or there is consummated a sale or disposition by
Bancorp or any of its subsidiaries of any assets which
individually or as part of a series of related transactions
constitute all or substantially all of Bancorp's consolidated
assets (provided that, for these purposes, a sale of all or
substantially all of the voting securities of the Bank or a
Parent of the Bank shall be deemed to constitute a sale of
substantially all of Bancorp's consolidated assets), other
than any such sale or disposition to an entity at least 65% of
the combined voting power of the voting securities of which
are owned by stockholders of Bancorp in substantially the same
proportions as their ownership of the voting securities of
Bancorp immediately prior to such sale or disposition.
As used in connection with the foregoing definition of Change in Control,
"Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated under
Section 12 of the Exchange Act; "Beneficial Owner" shall have the meaning set
forth in Rule 13d-3 under the Exchange Act; "Parent" shall mean any entity that
becomes the Beneficial Owner of at least 80% of the voting power of the
outstanding voting securities of Bancorp or of an entity that survives any
merger or consolidation of Bancorp or any direct or indirect subsidiary of
Bancorp; and "Person" shall have the meaning given in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d)
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and 14(d) thereof, except that such term shall not include (i) Bancorp or any of
its subsidiaries, (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of Bancorp or any of its Affiliates, (iii) an underwriter
temporarily holding securities pursuant to an offering of such securities, or
(iv) a corporation or entity owned, directly or indirectly, by the stockholders
of Bancorp in substantially the same proportions as their ownership of stock of
Bancorp.
SECTION 10. General Provisions.
10.1 Each award under the Plan shall be subject to the requirement
that, if at any time the Administrator shall determine that (i) the listing,
registration, or qualification of the Stock subject or related thereto upon any
securities exchange or under any state or federal law, or (ii) the consent or
approval of any government regulatory body, or (iii) an agreement by the
recipient of an award with respect to the disposition of Stock is necessary or
desirable (in connection with any requirement or interpretation of any federal
or state securities law, rule, or regulation) as a condition of, or in
connection with, the granting of such award or the issuance, purchase, or
delivery of Stock thereunder, such award shall not be granted or exercised, in
whole or in part, unless such listing, registration, qualification, consent,
approval or agreement shall have been effected or obtained free of any
conditions not acceptable to the Administrator.
10.2 Nothing set forth in this Plan shall prevent the Board from
adopting other or additional compensation arrangements. Neither the adoption of
the Plan nor any award hereunder shall confer upon any employee of Bancorp or of
a Related Company any right to continued employment.
10.3 Determinations by the Administrator under the Plan relating to the
form, amount, and terms and conditions of awards need not be uniform and may be
made selectively among persons who receive or are eligible to receive awards
under the Plan, whether or not such persons are similarly situated.
10.4 The Administrator, each officer or employee of Bancorp or a
Related Company acting on behalf of the Board or the Administrator, and each
member of the Board or the Committee shall not be personally liable for any
action, determination or interpretation taken or made with respect to the Plan,
and all members of the Board or the Committee, the Administrator and all
officers or employees of Bancorp and Related Companies acting on their behalf
shall, to the extent permitted by law, be fully indemnified and protected by
Bancorp in respect of any such action, determination or interpretation.
SECTION 11. Effective Date
The Plan shall be effective on November 20, 1997.
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