1
Exhibit 10.41
Amendment to the Dime Bancorp, Inc.
1997 Stock Incentive Plan for Outside Directors
Effective June 27, 1997
1. The second textual sentence of Section 8(c) of the Plan is
amended to read as follows:
"Notwithstanding the foregoing, each Non-Qualified Option shall become one
hundred percent (100%) exercisable (A) in the event the Optionee terminates his
or her status as an Outside Director by reason of (i) termination of service as
an Outside Director upon or after the later of (1) the attainment of age
sixty-five (65) or (2) the rendering of service as an Outside Director for at
least five (5) full years (including, for this purpose, service rendered as an
Outside Director prior to the Effective Date of the Plan, and service rendered
as a member of the Board of Directors of Anchor Bancorp, Inc. or any of its
subsidiaries, provided such member was not an employee of Anchor Bancorp, Inc.
or any of its subsidiaries during such service period (herein, an "Anchor
Outside Director"), (ii) death, or (iii) disability, or (B) upon the occurrence
of (I) with respect to the initial and annual grants made prior to June 27,
1997, (x) a Terminating Event (as defined in Section 13(a)), (y) the
dissemination of a proxy statement soliciting proxies from stockholders of the
Company, by someone other than the Company, seeking stockholder approval of a
Terminating Event of the type described in clause (i) of Section 13(a), or (z)
the publication or dissemination of an announcement of action intended to result
in a Terminating Event of the type described in clause (ii) or (iii) of Section
13(a), provided the Optionee is in service as an Outside Director at the time of
the occurrence of such event or (II) with respect to initial or annual grants
made on or after June 27, 1997, a Change in Control (as defined in Section
13(b)), provided the Optionee is in service as an Outside Director at the time
of the occurrence of the Change in Control."
2. The first, second and third textual sentences of Section 8(f) of the
Plan are amended to read as follows:
"Except as provided below, if an Optionee's status as an Outside Director is
terminated for any reason other than (i) termination of service as an Outside
Director upon or after the later of (A) the attainment of age sixty-five (65) or
(B) the rendering of service as an Outside Director for at least five (5) full
years (including, for this purpose, service as an Anchor Non-Employee Director),
(ii) death, (iii) disability, (iv) for cause, or (v) in connection with the
occurrence of (I) with respect to the initial and annual grants made prior to
June 27, 1997, a Terminating Event (as defined in Section 13 (a)) or (II) with
respect to initial or annual grants made on or after June 27, 1997, a Change in
Control (as
2
defined in Section 13(b)), the Non-Qualified Options that had been granted to
such Optionee may be exercised only within twelve (12) months after such
termination of his or her status as an Outside Director, but only to the extent
the Non-Qualified Options were exercisable on the date of his or her
termination, and in no event may such options be exercisable following the end
of the applicable option term. Except as provided below, if an Optionee's status
as an Outside Director is terminated by reason of (i) termination of service as
an Outside Director upon or after the later of (A) the attainment of age
sixty-five (65) or (B) the rendering of service as an Outside Director for at
least five (5) full years (including, for this purpose, service rendered as an
Outside Director prior to the Effective Date of the Plan, and service rendered
as Anchor Outside Director), (ii) death, or (iii) disability, the Non-Qualified
Options that had been granted to such Optionee may be exercised only within
thirty-six (36) months after such termination of his or her status as an Outside
Director, but in no event may such options be exercisable following the end of
the applicable option term. Notwithstanding the foregoing, if an Optionee's
status as an Outside Director is terminated at any time within the two (2) -
year period immediately following (I) with respect to the initial and annual
grants made prior to June 27, 1997, the occurrence of a Terminating Event (as
defined in Section 13(a)) that occurred while the Optionee was an Outside
Director or (II) with respect to initial or annual grants made on or after June
27, 1997, the occurrence of a Change in Control (as defined in Section 13(b))
that occurred while the Optionee was an Outside Director, the vested
Non-Qualified Options that had been granted to such Optionee may be exercised at
any time during the remainder of the applicable option term."
3. The third and fourth textual sentences of Section 9(c) of the Plan are
amended to read as follows:
"Notwithstanding the foregoing, the restrictions applicable to shares of
Restricted Stock purchased shall immediately lapse upon the earlier of (A) the
holder's (i) death, (ii) disability, or (iii) termination of service as an
Outside Director upon or after the later of (1) the attainment of age sixty-five
(65) or (2) the rendering of service as an Outside Director for at least five
(5) full years (including, for this purpose, service rendered as an Outside
Director prior to the Effective Date of the Plan, and service rendered as an
Anchor Outside Director), or (B) upon the occurrence of (I) with respect to the
initial and annual grants made prior to June 27, 1997, (x) a Terminating Event
(as defined in Section 13(a)), (y) the dissemination of a proxy statement
soliciting proxies from stockholders of the Company, by someone other than the
Company, seeking stockholder approval of a Terminating Event of the type
described in clause (i) of Section 13(a), or (z) the publication or
dissemination of an announcement of action intended to result in a Terminating
Event of the type described in clause (ii) or (iii) of Section 13(a), provided
the holder is in service as an Outside Director at the time of the occurrence of
such event or (II) with respect to initial and annual grants made on or after
June 27, 1997, a Change in Control (as defined in Section 13(b)), provided the
holder is in service as an Outside Director at the time of the occurrence of the
Change in Control. In addition, if any of the
-2-
3
events, described in the otherwise applicable clause (I) or (II) above, occurs
while an Outside Director holds rights to purchase Restricted Stock, then, upon
the exercise of such rights and the purchase of shares of Restricted Stock, the
restrictions applicable to such shares shall immediately lapse."
4. Section 13 of the Plan is amended to designate the language currently
therein as subsection (a) and to redesignate clauses (a), (b) and (c) thereof as
clauses (i), (ii) and (iii), respectively, to change the heading thereof to read
as "Terminating Event and Change in Control," and to add a new subsection (b) to
read as follows:
"(b) As used in this Plan, a "Change in Control" shall be: (a) the merger,
consolidation or reorganization of the Company or The Dime Savings Bank of New
York, FSB (the "Bank") with any other entity (or the issuance by the Company or
the Bank of its voting securities as consideration in a merger, consolidation or
reorganization of a subsidiary of the Bank or the Company with any other entity)
whether or not such merger, consolidation or reorganization shall have been
affirmatively recommended to the Company's stockholders or the Bank's
stockholders by action of the Board or the Bank's Board of Directors,
respectively, other than such a merger, consolidation or reorganization which
would result in the voting securities of the Company or the Bank (as the case
may be) outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the other
entity) at least 65% of the combined voting power of the voting securities of
the Company or the Bank (as the case may be) or such other entity outstanding
immediately after such merger, consolidation or reorganization; (b) the approval
by the stockholders of the Company or the Bank of a plan of complete liquidation
of the Company or the Bank, respectively, or of an agreement for the sale or
disposition by the Company or the Bank of all or substantially all of the
Company's assets or the Bank's assets; (c) the acquisition of more than 35% of
the voting power of the Company or the Bank by any person or entity, or any
persons or entities acting as a group for purposes of Section 13(d) of the Act;
(d) the occurrence of any circumstance having the effect that directors
nominated by the Governance and Nominating Committee of the Company's or the
Bank's Board of Directors cease to constitute a majority of the authorized
number of directors of the Company or the Bank, respectively; (e) the conversion
or exchange of the Common Stock into securities other than the Common Stock
unless provisions have been made for the awards made under the Plan, and then
outstanding, to be continued in effect under the Plan following such conversion
or exchange on substantially similar terms and conditions; (f) the dissemination
of a proxy statement soliciting proxies from Company stockholders by someone
other than the Company seeking stockholder approval of an event described in (a)
above; or (g) the publication or dissemination of an announcement of action
intended to result in an event described in (c) or (d) above."
-3-