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Exhibit 10.17
EXHIBIT A
Amendment to the Dime Bancorp, Inc.
1991 Stock Incentive Plan
Effective as of March 27, 1998
The Dime Bancorp, Inc. 1991 Stock Incentive Plan (the "Plan") is
hereby amended in the following particulars:
1. The first sentence of Section 4.1 of the Plan is hereby amended
to read as follows:
"The total number of shares Stock reserved and available for
distribution under the Plan shall be 9,232,605, plus a number of
shares of Stock equal to the sum of the number of (a) shares of
Stock previously reserved and available for distribution under the
Dime Bancorp, Inc. Stock Incentive Plan (the "Stock Incentive Plan")
that are subject to the unexercised portions of any options granted
under the Stock Incentive Plan that, on or after February 29, 1996,
expire, terminate or are canceled, and (b) shares of Stock
consisting of restricted stock sold under the Stock Incentive Plan
which are repurchased by Bancorp on or after February 29, 1996;
provided, however, that for the purposes of clause (a) above, if any
stock appreciation rights granted in tandem with an option granted
under the Stock Incentive Plan are exercised and paid in Stock on or
after February 29, 1996, the shares theretofore subject to that
option (or portion thereof) shall not be counted in determining the
number of shares available for future awards under the Plan."
2. Section 4.1 of the Plan is hereby amended to add at the end
thereof a new sentence to read as follows:
"Notwithstanding the limitation described in the first sentence of
this Section 4.1, grants of rights to purchase Restricted Stock
under the Plan shall be limited so that the sum of (i) the number of
shares of Restricted Stock that are outstanding as of April 30, 1998
(but that have not thereafter been forfeited or repurchased) and
(ii) the number of shares of Restricted Stock made available after
such date for purchase under the Plan or under any other stock
incentive plans maintained by Bancorp or any of its subsidiaries
shall not exceed 2% of the total number of shares of Stock that are
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outstanding (inclusive of shares of Restricted Stock otherwise then
outstanding) at the time the grant of the right to purchase the
Restricted Stock is made."
3. Section 4.3 of the Plan is hereby amended to read as follows:
"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 Committee in its sole
discretion, shall be made in the aggregate number of shares reserved
for issuance under the Plan, the aggregate number of shares of Stock
available for distribution under the Plan to any single individual
with respect to a Stock Option awarded hereunder, the aggregate
number of shares of Stock that relate to Stock Appreciation Rights
that may be granted to a single individual hereunder, the identity
of the stock or other securities to be issued under the Plan, the
number of shares subject to outstanding awards and the amounts to be
paid by employees, Bancorp or any Related Company, as the case may
be, with respect to outstanding awards."
4. Section 17 of the Plan is amended in its entirety to read as
follows:
"Section 17. Effective Date and Duration. The Plan, as
amended, shall be effective as of March 27, 1998, subject, to the
extent required by law, to approval by Bancorp's stockholders. No
awards of Stock Options, Stock Appreciation Rights, Restricted Stock
or Deferred Stock shall be made under the Plan, as amended, after
March 26, 2008."