1
Exhibit 10.17
Amendment
to the
Dime Bancorp, Inc.
1991 Stock Incentive Plan
Effective September 19, 1997
1. Section 7.2 of the Plan is amended to add a new sentence at the
end thereof to read as follows:
"Notwithstanding anything in the Plan to the contrary, following a
Change in Control (as defined in Section 15.4), a Stock Appreciation
Right shall be exercisable during the same period and shall be
subject to the same terms and conditions (including the use of the
Terminating Event Price (as defined in Section 15.3) in determining
the amount to be paid upon the exercise of the Stock Appreciation
Right following the Change in Control) that would otherwise apply to
the Stock Appreciation Right had a Terminating Event (as defined in
Section 15.2) occurred at the same time as the Change in Control."
2. The heading of Section 15 of the Plan is amended to read as
follows:
"15. Terminating Event and Change in Control."
3. Clauses (ii) and (iii) of Section 15.1 of the Plan are
redesignated as clauses (iii) and (iv), respectively, and a new clause (ii)
immediately after clause (i) of such Section is added to read as follows:
"(ii) the occurrence of a Change in Control (as defined in Section
15.4), or"
4. Section 15.1 of the Plan is amended to add at the end of clause
(iv) (as redesignated) and prior to the colon the following:
", and solely with respect to awards held by an individual in
service with Bancorp or a Related Company at the time of any such
event described in (i) through (iv) above"
5. Section 15.3 of the Plan is amended to read as follows:
"15.3 "Terminating Event Price" means the highest price per share
paid for the Stock in any transaction reported on the New York Stock
Exchange Composite Index, or paid or offered for the Stock in any
transaction related to a Terminating Event or, as applicable, a
Change in Control (as defined in Section 15.4), at any
2
2
time during the 90-day period ending with the day on which the
Terminating Event or Change in Control occurs, or, if a shorter
period, at any time during the period commencing with the date of
grant and ending with the day on which the Terminating Event or
Change in Control occurs. Notwithstanding the foregoing sentence, in
the case of Stock Appreciation Rights granted in tandem with
Incentive Stock Options, the Terminating Event Price shall be the
highest price paid for the Stock on the date on which the Stock
Appreciation Right is exercised."
6. Section 15 of the Plan is amended to add a new Section 15.4 to
read as follows:
"15.4 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 of
Directors of Bancorp 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
of Directors of Bancorp 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;
(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
3
3
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 Dime Savings Bank of
New York, FSB (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; "Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended from time to time; "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
4
4
Exchange Act, as modified and used in Sections 13(d) 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."