1
Exhibit 10.19
Amendment to the Dime Bancorp, Inc.
Stock Incentive Plan for Outside Directors
Effective September 19, 1997
1. Section 11(d) of the Plan is amended to read as follows:
"(d) The restrictions applicable to shares of Restricted Stock shall
expire on the fifth anniversary date on which the holder of
Restricted Stock renders service as an Outside Director following
the date on which the right to purchase such shares of Restricted
Stock was granted; provided, however, that such restrictions shall
immediately expire upon the earlier of (1) the holder's death,
disability, retirement at or after the later of (A) attaining age 65
or (B) rendering service as an Outside Director for at least one
year following the date on which the Restricted Stock was purchased,
or (2) the occurrence of a Terminating Event or Change in Control
described in Section 14."
2. The heading of Section 14 of the Plan is amended to read as
follows:
"14. Acceleration Upon Terminating Events or Change in Control."
3. The language of the first textual sentence of Section 14 of the
Plan prior to clause (1) thereof is amended to read as follows:
"All Non-Qualified Options, tandem Stock Appreciation Rights and
rights to purchase Restricted Stock granted under the Plan, but only
with respect to an individual who is in service as a director of
Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB or any
subsidiary thereof upon the occurrence of an event described in any
of clauses (1) through (4), shall immediately become fully
exercisable upon the earliest of"
4. Clauses (2) and (3) of the first textual sentence of Section 14
of the Plan are renumbered as clauses (3) and (4), respectively, and a new
clause (2) is added immediately after clause (1) of such sentence to read as
follows:
"(2) the occurrence of a Change in Control (as defined below), or"
5. The second textual sentence of the first paragraph of Section 14
is amended to read as follows:
"Moreover, all restrictions imposed upon Restricted Stock
theretofore purchased under the Plan or with respect to which rights
to purchase are then outstanding shall terminate upon the
2
2
occurrence of a Terminating Event or a Change in Control (as defined
below), but only with respect to an individual who is in service as
a director of Dime Bancorp, Inc., The Dime Savings Bank of New York,
FSB or any subsidiary thereof upon the occurrence of the Terminating
Event or Change in Control."
6. Section 14 of the Plan is amended to add at the end thereof the
following new paragraph to read as follows:
"As used herein, a "Change in Control" shall mean any of the
following events:
(I) any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of Dime Bancorp, Inc. (the "Company") (not
including in the securities beneficially owned by such Person any
securities acquired directly from the Company or its Affiliates)
representing 35% or more of the combined voting power of the
Company's then outstanding securities;
(II) the following individuals cease for any reason to constitute a
majority of the number of directors then serving as directors of the
Company: individuals who, on July 24, 1997, constitute the Board of
Directors of the Company 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 the Company) whose appointment or election by the
Board of Directors of the Company or nomination for election by the
Company'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;
(III) there is consummated a merger or consolidation of the Company
or any direct or indirect subsidiary of the Company with any other
corporation or entity, other than (A) a merger or consolidation
which would result in the voting securities of the Company
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
3
3
ownership of any trustee or other fiduciary holding securities under
an employee benefit plan of the Company or any subsidiary of the
Company, at least 65% of the combined voting power of the securities
of the Company, such surviving entity or any Parent thereof
outstanding immediately after such merger or consolidation or (B) a
merger or consolidation effected solely to implement a
recapitalization of the Company 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 the Company or the Bank (not including in the
securities beneficially owned by such Person any securities acquired
directly from the Company or its Affiliates) representing 35% or
more of the combined voting power of the Company's or the Bank's
then outstanding securities; or
(IV) the stockholders of the Company or the Bank approve a plan of
complete liquidation or dissolution of the Company or the Bank,
respectively, or there is consummated a sale or disposition by the
Company 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 the Company'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 the Company'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 the Company in
substantially the same proportions as their ownership of the voting
securities of the Company 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 the Company or
of an entity that survives any merger or consolidation of the
Company or any direct or indirect subsidiary of the Company; and
"Person" shall have the meaning given in Section
4
4
3(a)(9) of the Exchange Act, as modified and used in Sections 13(d)
and 14(d) thereof, except that such term shall not include (i) the
Company or any of its subsidiaries, (ii) a trustee or other
fiduciary holding securities under an employee benefit plan of the
Company 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 the Company in substantially the same proportions as
their ownership of stock of the Company."