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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
DIME BANCORP, INC.
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(Name of Registrant As Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.
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(3) Filing party:
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(4) Date filed:
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* Set forth the amount on which the filing fee is calculated and state how it
was determined.
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PRELIMINARY PROXY STATEMENT
[NEW LOGO TO COME]
DIME BANCORP, INC.
LAWRENCE J. TOAL 589 FIFTH AVENUE
CHIEF EXECUTIVE OFFICER NEW YORK, NY 10017
[March 31], 1998
Dear Stockholder:
On behalf of the Board of Directors of Dime, I cordially invite you to
attend the 1998 Annual Meeting of Stockholders, which will be held in the
Broadway Ballroom of the New York Marriott Marquis, located at 1535 Broadway,
New York, New York (between 45th Street and 46th Street), on Thursday, April 30,
1998 at 10:00 a.m.
The stockholders will be asked to elect six directors, to approve certain
amendments to each of the Dime Bancorp, Inc. 1991 Stock Incentive Plan and the
Dime Bancorp, Inc. 1997 Stock Incentive Plan for Outside Directors, to approve a
new cash bonus plan for certain key executives, to increase the number of
authorized shares of Dime common stock to 350 million, and to ratify the
appointment of KPMG Peat Marwick LLP as Dime's independent accountants for 1998.
The Board of Directors has unanimously approved each of these proposals and
recommends that you vote FOR them.
Your vote is important, regardless of the number of shares you own and
regardless of whether you plan to attend the Annual Meeting. I encourage you to
read the enclosed proxy statement carefully and sign and return your enclosed
proxy card as promptly as possible because a failure to do so could cause a
delay in the Annual Meeting and additional expense to Dime. A postage-paid
return envelope is provided for your convenience. This will not prevent you from
voting in person, but it will assure that your vote will be counted if you are
unable to attend the Annual Meeting. If you do decide to attend the Annual
Meeting and feel for whatever reason that you want to change your vote at that
time, you will be able to do so.
We hope that you will join us at the Annual Meeting so that we can answer
any questions you may have. If you are planning to attend, please let us know by
marking the appropriate box on the proxy card.
Sincerely,
LAWRENCE J. TOAL
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[NEW LOGO TO COME]
DIME BANCORP, INC.
589 FIFTH AVENUE
NEW YORK, NEW YORK 10017
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 30, 1998
The Annual Meeting of Stockholders of Dime Bancorp, Inc. will be held in
the Broadway Ballroom of the New York Marriott Marquis, located at 1535
Broadway, New York, New York (between 45th Street and 46th Street), on Thursday,
April 30, 1998 at 10:00 a.m. for the following purposes:
1. To elect six directors;
2. To approve certain amendments to the Dime Bancorp, Inc. 1991 Stock
Incentive Plan;
3. To approve certain amendments to the Dime Bancorp, Inc. 1997 Stock
Incentive Plan for Outside Directors;
4. To approve the Dime Bancorp, Inc. Senior Officer Incentive Plan;
5. To approve an amendment to Article IV of Dime Bancorp's Amended and
Restated Certificate of Incorporation, as amended, increasing the number of
authorized shares of common stock from 200 million to 350 million; and
6. To ratify the appointment of KPMG Peat Marwick LLP as independent
public accountants of Dime Bancorp for the 1998 fiscal year;
all as set forth in the Proxy Statement accompanying this Notice, and to
transact such other business as may properly come before the Annual Meeting and
any adjournments. The Board of Directors has fixed the close of business on
March 6, 1998 as the record date for the determination of stockholders who are
entitled to notice of, and to vote at, the Annual Meeting and any adjournments.
A complete list of the stockholders entitled to vote at the Annual Meeting and
any adjournments shall be open to inspection by any stockholder, for any lawful
purpose germane to such meeting, at any time during usual business hours for a
period of ten days prior to such meeting at the offices of Dime Bancorp located
at 589 Fifth Avenue, Second Floor, Investor Relations Department, New York, New
York 10017 (telephone 212-326-6170).
A copy of Dime Bancorp's Annual Report on Form 10-K for the year ended
December 31, 1997 is enclosed.
By order of the Board of Directors,
Gene C. Brooks
Secretary
New York, New York
[March 31], 1998
YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE
SIGN AND RETURN EACH PROXY CARD YOU RECEIVE IN THE POSTAGE-PAID RETURN ENVELOPE
PROVIDED FOR YOUR CONVENIENCE. THIS WILL NOT PREVENT YOU FROM VOTING IN PERSON,
BUT IT WILL ASSURE THAT YOUR VOTE IS COUNTED IF YOU ARE UNABLE TO ATTEND THE
ANNUAL MEETING.
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[NEW LOGO TO COME]
DIME BANCORP, INC.
589 FIFTH AVENUE
NEW YORK, NEW YORK 10017
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PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 30, 1998
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This Proxy Statement and the accompanying proxy card are being mailed to
holders (the "Stockholders") of Dime Bancorp, Inc. ("Dime Bancorp") common
stock, par value $.01 per share (the "Common Stock"), commencing on or about
[March 31, 1998] in connection with the solicitation by Dime Bancorp's Board of
Directors (the "Board of Directors" or the "Board") of proxies to be used at the
Annual Meeting of Stockholders (the "Annual Meeting") to be held in the Broadway
Ballroom of the New York Marriott Marquis, located at 1535 Broadway, New York,
New York (between 45th Street and 46th Street), at 10:00 a.m. on April 30, 1998.
If the enclosed proxy card is properly signed and returned, your shares
will be voted on all matters that properly come before the Annual Meeting for a
vote. If instructions are specified in your signed proxy card with respect to
the matters being voted upon, your shares will be voted in accordance with your
instructions. If no instructions are specified in your signed proxy card, your
shares will be voted (a) FOR the election of directors named in Proposal 1, (b)
FOR Proposal 2 (approval of certain amendments to the Dime Bancorp, Inc. 1991
Stock Incentive Plan), (c) FOR Proposal 3 (approval of certain amendments to the
Dime Bancorp, Inc. 1997 Stock Incentive Plan for Outside Directors), (d) FOR
Proposal 4 (approval of the Dime Bancorp, Inc. Senior Officer Incentive Plan),
(e) FOR Proposal 5 (approval of an amendment to Dime Bancorp's Amended and
Restated Certificate of Incorporation, as amended (the "Dime Certificate"), to
increase the number of authorized shares of Common Stock from 200 million to 350
million), (f) FOR Proposal 6 (ratification of independent public accountants),
and (g) in the discretion of the proxy holders, as to any other matters that may
properly come before the Annual Meeting (including any adjournment). Your proxy
may be revoked at any time prior to being voted by: (i) filing with the
Secretary of Dime Bancorp (Gene C. Brooks, at 589 Fifth Avenue, New York, New
York 10017) written notice of such revocation, (ii) submitting a duly executed
proxy card bearing a later date, or (iii) attending the Annual Meeting and
giving the Secretary notice of your intention to vote in person.
Whether or not you attend the Annual Meeting, your vote is important.
Accordingly, you are asked to sign and return the accompanying proxy card,
regardless of the number of shares you own.
Shares can be voted at the Annual Meeting only if you are represented by
proxy or are present in person.
VOTING STOCK AND VOTE REQUIRED
The Board of Directors has fixed the close of business on March 6, 1998 as
the record date for the determination of Stockholders who are entitled to notice
of, and to vote at, the Annual Meeting and any adjournments. On the record date,
there were [ ] shares of Common Stock outstanding. Each Stockholder of
record on the record date is entitled to one vote for each share held.
Information with respect to the beneficial ownership of Common Stock by the
directors and executive officers of Dime Bancorp and certain other persons is
set forth under the caption "Stock Ownership of Management and Certain
Beneficial Owners."
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The Board of Directors has adopted a policy on confidential voting. The
policy provides that all proxies, ballots, and voting tabulations that identify
the vote of a particular Stockholder be held in confidence by the independent
tabulators and inspectors of election (currently BankBoston, N.A.) and not
disclosed to any other person, including Dime Bancorp and its directors,
officers, and employees, except in certain limited circumstances, including: (i)
as necessary to meet legal requirements or to pursue or defend legal actions;
(ii) to allow the inspectors of election to certify the results of the vote;
(iii) when expressly authorized by a Stockholder; (iv) in the event of a
contested proxy solicitation; or (v) if a bona fide dispute exists regarding the
authenticity of any proxy card or ballot or the accuracy of any tabulation of
votes. However, the policy permits disclosure of any comments or other
information written on any proxy card or ballot without reference to the vote of
the Stockholder, except where such vote is included in, and necessary to an
understanding of, such written material.
Approval of the election of directors (Proposal 1), the amendments to the
Dime Bancorp, Inc. 1991 Stock Incentive Plan (Proposal 2), the amendments to the
Dime Bancorp, Inc. 1997 Stock Incentive Plan for Outside Directors (Proposal 3),
the Dime Bancorp, Inc. Senior Officer Incentive Plan (Proposal 4), and the
ratification of the appointment of Dime Bancorp's independent public accountants
(Proposal 6) requires the affirmative vote of a majority of the shares of Common
Stock present, in person or by proxy, at the Annual Meeting. Approval of the
amendment to the Dime Certificate increasing the authorized number of shares of
Common Stock (Proposal 5) requires the affirmative vote of a majority of the
shares of Common Stock outstanding on the Record Date. Abstentions and broker
non-votes will be counted as being present at the Annual Meeting and will have
the same effect as votes against each of the Proposals.
PROPOSAL 1:
ELECTION OF DIRECTORS
The Board of Directors currently consists of 16 members, each of whom also
serves as a director of The Dime Savings Bank of New York, FSB ("Dime Savings").
(As used herein, the term "Dime" refers, as appropriate, to Dime Bancorp, Dime
Savings, and their subsidiaries, collectively, to Dime Bancorp, individually, or
to Dime Savings, individually.) The Dime Certificate provides that the Board of
Directors shall be divided into three classes as nearly equal in number as
possible. The class to which each director has been assigned is designated as
Class I, Class II, or Class III. The term of office of the directors in Class I
expires at the Annual Meeting, the term of office of the directors in Class II
expires at the annual meeting of Stockholders next following the end of calendar
year 1998, and the term of office of the directors in Class III expires at the
annual meeting of Stockholders next following the end of calendar year 1999. At
each annual meeting of Stockholders, each of the successors of the directors
whose terms expire at that meeting shall be elected to serve for a term of three
years expiring at the third annual meeting of Stockholders following the annual
meeting of Stockholders at which such successor director was elected. Each
director shall hold office during his or her term and until such director's
successor has been elected and has qualified.
Six directors will be elected at the Annual Meeting. All of the nominees
are currently serving as directors of Dime Bancorp. Each of the nominees has
been nominated for election to serve for a term of three years.
The persons named as proxies in the enclosed proxy card intend to vote for
the election of the persons listed below, unless the proxy card is marked to
indicate that such authorization is expressly withheld. Should any of the listed
persons withdraw or be unable to serve (which the Board of Directors does not
expect) or should any other vacancy occur in the Board of Directors, it is the
intention of the persons named in the enclosed proxy card to vote for the
election of such persons as may be recommended to the Board of Directors by the
Governance and Nominating Committee of the Board (the "Nominating Committee").
If there are no substitute nominees, the size of the Board of Directors may be
reduced.
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The following tables set forth the names of, and certain information
concerning, the six persons nominated for election as directors of Dime Bancorp
at the Annual Meeting and each other director of Dime Bancorp who will continue
to serve as a director after the Annual Meeting.
NOMINEES FOR DIRECTOR:
<TABLE>
<CAPTION>
YEAR BECAME AGE AS OF JANUARY 31, 1998 AND PRINCIPAL TERM TO
NAME A DIRECTOR(1) OCCUPATION DURING THE PAST FIVE YEARS EXPIRE
---- ------------- ---------------------------------------- -------
<S> <C> <C> <C>
Frederick C. Chen 1988 Mr. Chen, 70, was a senior banking partner of 2001
Peat Marwick Main & Co. (now KPMG Peat Marwick
LLP), a firm of certified public accountants,
from 1966 to 1987, when he retired. He is a
trustee of Republic Funds (formerly
FundTrust), an investment company.
James M. Large, Jr. 1989 Mr. Large, 65, is the Chairman of the Board of 2001
Dime Bancorp. Mr. Large was also the Chief
Executive Officer of Dime Bancorp and the
Chairman of the Board and Chief Executive
Officer of Dime Savings from the consummation
of the Merger (as hereinafter defined) until
his retirement at the end of 1996. Prior to
the Merger, Mr. Large was Chairman of the
Board and Chief Executive Officer of Anchor
Bancorp, Inc. since its formation and Chairman
of the Board and Chief Executive Officer of
Anchor Savings Bank FSB since April 1989.
John Morning 1979 Mr. Morning, 66, has been President of John 2001
Morning Design, Inc. (a graphic design firm)
since 1960. He is a director of the Charles E.
Culpeper Foundation and a director and former
Chairman of Henry Street Settlement. He is a
trustee of the City University of New York and
serves as Vice Chairman of the New York City
Advisory Commission for Cultural Affairs and
as Vice Chair of the Association of Governing
Boards of Universities and Colleges. He is
also a director of the Brooklyn Academy of
Music, Lincoln Center Theater, and the New
York Landmarks Conservancy.
Dr. Paul A. Qualben 1965 Dr. Qualben, 73, is a physician in Brooklyn, 2001
New York. He is a consultant to the
Evangelical Lutheran Church in America, the
Norwegian Christian Home and Health Center,
the Eger Health Care Center of Staten Island,
and Wagner College. He is the former Director
of Psychiatry at Lutheran Medical Center.
Eugene G. Schulz, Jr. 1959 Mr. Schulz, 67, served as Vice Chairman and 2001
General Counsel of Anchor Savings prior to his
retirement in September 1989. Mr. Schulz had
joined Anchor Savings as a result of the
merger of Anchor Savings with North New York
Savings Bank in 1977, where he had been the
Chief Executive Officer and Chairman of the
Board.
Dr. Norman R. Smith 1993 Dr. Smith, 51, is President of Wagner College, 2001
Staten Island, New York. Dr. Smith came to
Wagner College in 1988 from Harvard University
in Cambridge, Massachusetts, where he served
as assistant dean of the Harvard Graduate
School of Education and of the John F. Kennedy
School of Government and was a research fellow
of the Harvard Philosophy of Education
Research Center.
</TABLE>
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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF THE
ABOVE NOMINEES FOR DIRECTOR.
CONTINUING DIRECTORS:
<TABLE>
<CAPTION>
YEAR BECAME AGE AS OF JANUARY 31, 1998 AND PRINCIPAL TERM TO
NAME A DIRECTOR(1) OCCUPATION DURING THE PAST FIVE YEARS EXPIRE
---- ------------- ---------------------------------------- -------
<S> <C> <C> <C>
Derrick D. Cephas 1994 Mr. Cephas, 46, is a partner in the New York 1999
law firm of Cadwalader, Wickersham & Taft.
Since November 1996, Mr. Cephas has been a
director of Merrill Lynch International Bank,
an Edge Act corporation and an indirect,
wholly-owned subsidiary of Merrill Lynch &
Co., Inc. He has been a director of D.E. Shaw
& Co., which serves as the direct or indirect
general partner or manager of several
privately-held securities and technology
businesses (including registered broker-
dealers and registered commodity pool
operators), since February 1996. He was the
New York State Superintendent of Banks from
July 1991 to June 1994. Prior to his
appointment in 1991, he was a partner in the
New York law firm of Breed, Abbott & Morgan
(now Whitman, Breed, Abbott & Morgan). He
served as Deputy Superintendent and Counsel to
the New York State Banking Department from
1983 to 1985.
J. Barclay Collins II 1993 Mr. Collins, 53, serves as Executive Vice 2000
President and General Counsel and a director
of Amerada Hess Corporation in New York, New
York. Mr. Collins joined Amerada Hess
Corporation in April 1984 as Vice President
and General Counsel. Prior to that time, he
served as Vice President and Assistant General
Counsel of City Investing Company. He is also
a director of the United Hospital Fund of New
York and the Treasurer of The Brooklyn
Hospital Center.
Richard W. Dalrymple 1990 Mr. Dalrymple, 54, is President of Teamwork 1999
Management, Inc., an executive recruiting
firm. Prior to the Merger, Mr. Dalrymple
served as President, Chief Operating Officer,
and a director of Anchor Bancorp since its
formation and as President, Chief Operating
Officer, and a director of Anchor Savings
since 1990. Previously, he served with The
Bank of Boston as President of its
Massachusetts Banking Group and later as
Senior Executive of Corporate Banking
Services. Mr. Dalrymple has been a director of
Waterhouse Investors Cash Management Fund,
Inc., a registered investment company, since
January 1996, a director of National Center
for Disability Services since 1983, a director
of March of Dimes of Greater New York since
1993, a trustee of The Shannon McCormack
Foundation, Inc. since 1988, and a trustee of
the Kevin Scott Dalrymple Foundation since
1993.
James F. Fulton 1981 Mr. Fulton, 67, has been President of Fulton + 2000
Partners, Inc. (planning and design
consultants) since 1966 and Chairman of the
Board of Pratt Institute (an educational
institution) since 1992. Mr. Fulton has also
been Chairman of The Design History Foundation
and the publisher of Places, a journal of
environmental design, since 1989. Mr. Fulton
served as a trustee (director) of Union
Savings Bank of New York prior to the merger
of that institution into Dime Savings in 1981.
</TABLE>
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<TABLE>
<CAPTION>
YEAR BECAME AGE AS OF JANUARY 31, 1998 AND PRINCIPAL TERM TO
NAME A DIRECTOR(1) OCCUPATION DURING THE PAST FIVE YEARS EXPIRE
---- ------------- ---------------------------------------- -------
<S> <C> <C> <C>
Virginia M. Kopp 1981 Mrs. Kopp, 68, is active in community affairs. 2000
From 1973 to 1983, she was associated with
Alvin Elitzer Ltd. (a retailer and
merchandiser) and thereafter was co-owner and
operator of a retail business until 1987. Mrs.
Kopp served as a trustee (director) of
Mechanics Exchange Savings Bank prior to the
merger of that institution into Dime Savings
in 1979.
Margaret Osmer-McQuade 1980 Ms. Osmer-McQuade, 59, is the President of 1999
Qualitas International, an international
consulting firm. She served as Vice President
of the Council on Foreign Relations from 1987,
and as Director of Programs for the Council
from 1979, through 1993. Prior to 1979, she
was a television producer and correspondent
for CBS News and ABC News. Ms. Osmer-McQuade
has been a trustee of Cornell University since
1986, an overseer of Cornell Medical College
since 1988, and Chairman of the Advisory Board
of Cornell University/New York Hospital
Medical Center since 1995. She is also a
trustee of the New York City School Volunteer
Program and the National Helpers Network. She
has served as a member of the Pace University
Advisory Council since 1984. She was a member
of the Advisory Board of Lincoln Bank of
Philadelphia from 1971 to 1973 and a
consultant to American Express Company from
1979 to 1982.
Sally Hernandez-Pinero 1994 Ms. Hernandez-Pinero, 44, has been of counsel 2000
to the law firm of Kalkines, Arky, Zall &
Bernstein since October 1994. She has been a
director of Consolidated Edison Company of New
York, Inc. (a public utility) since July 1994
and a director of Accuhealth, Inc. (a health
care firm) since September 1994. She was the
Chairwoman of the New York City Housing
Authority from February 1992 until January
1994. From January 1990 until February 1992,
she was Deputy Mayor for Finance and Economic
Development for the City of New York.
Howard Smith 1965 Mr. Smith, 67, is President of Virginia Dare 1999
Extract Co., Inc., Brooklyn, New York, a
manufacturer of flavors. He is the Chairman of
Lutheran Medical Center, a Director of the
Brooklyn Chamber of Commerce, a Trustee and a
past President of the Brooklyn Public Library,
Chairman of the United Hospital Fund of New
York, and a Director, Treasurer and past
President of The Flavor and Extract
Manufacturers' Association of the U.S. and
Treasurer of the International Association of
Food Industry Suppliers.
</TABLE>
5
<PAGE> 9
<TABLE>
<CAPTION>
YEAR BECAME AGE AS OF JANUARY 31, 1998 AND PRINCIPAL TERM TO
NAME A DIRECTOR(1) OCCUPATION DURING THE PAST FIVE YEARS EXPIRE
---- ------------- ---------------------------------------- -------
<S> <C> <C> <C>
Lawrence J. Toal 1991 Mr. Toal, 60, became the Chief Executive 2000
Officer of Dime Bancorp and the Chairman of
the Board and Chief Executive Officer of Dime
Savings on January 1, 1997. He has been the
President and Chief Operating Officer and a
director of Dime Bancorp since its formation
and the President and Chief Operating Officer
and a director of Dime Savings since 1991.
From 1987 until he joined Dime Savings, he
served as President of Philadelphia Savings
Fund Society, an affiliate of Meritor
Financial Group. Prior to that, Mr. Toal
served for 26 years at The Chase Manhattan
Bank, N.A., where his responsibilities
included senior executive positions in
consumer, corporate, and international banking
units in the United States, Europe, and Asia.
Mr. Toal has been a director of Waterhouse
Investors Cash Management Fund, Inc., a
registered investment company, since December
1995.
Ira T. Wender 1992 Mr. Wender, 71, is the sole owner of Ira T. 1999
Wender, P.C., which provides services as of
counsel to the law firm of Patterson, Belknap,
Webb & Tyler LLP, in which Ira T. Wender, P.C.
held a partnership interest from 1988 through
1993. Ira T. Wender, P.C. also provided
services as of counsel to that firm from 1986
to 1988. Mr. Wender was a director of Perry
Ellis International, Inc., a privately held
corporation, from 1991 to October 1994, and he
also served as its Chairman of the Board
between January and September 1994 and its
Vice Chairman from that date until October
1994. From 1983 to 1986, he was Chairman of a
private investment company. Prior to that, Mr.
Wender served for four years as President and
Chief Executive Officer of Warburg Paribas
Becker, Inc., an investment company. He is a
director of REFAC Technology, Inc. and United
Investors Realty Trust.
</TABLE>
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(1) Includes service as a member of the Board of Directors of Anchor Bancorp
and/or the Board of Directors of Anchor Savings (and certain predecessor
institutions) prior to the formation of Anchor Bancorp, as well as service
as a member of the Board of Directors of Dime Savings prior to the formation
of Dime Bancorp.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During 1997, the Board of Directors held a total of 15 meetings. Each of
the directors during 1997 attended at least 75% of the aggregate number of
meetings of the Board of Directors and meetings of committees thereof on which
he or she served during the period of his or her service. In addition to other
committees, as of January 31, 1998, Dime had a Compensation Committee, an Audit
Committee, and a Nominating Committee.
The members of the Dime Compensation Committee (the "Compensation
Committee") as of
January 31, 1998 were Ira T. Wender (Chairman), Derrick D. Cephas, J. Barclay
Collins II, Margaret Osmer-McQuade, Dr. Paul A. Qualben, Howard Smith and Dr.
Norman R. Smith, all of whom are outside directors (generally, directors who are
not employees of Dime Bancorp or its subsidiaries). During 1997, the principal
functions of the Compensation Committee included (a) establishing and reviewing
a framework for the compensation of Dime's executive officers, (b) approving
awards under Dime's stock incentive plans to officers and employees, (c)
reviewing management's recommendations on employee compensation and benefits,
(d) reviewing all on-going matters with respect to the compensation of the Board
of Directors, (e) jointly with the Nominating Committee, succession planning,
and (f) reporting and making recommendations to the Board of Directors as to
such matters. During 1997, the Compensation Committee held a total of 11
meetings.
6
<PAGE> 10
The members of the Dime Audit Committee as of January 31, 1998 were
Frederick C. Chen (Chairman), James F. Fulton, Virginia M. Kopp, Sally
Hernandez-Pinero, Eugene G. Schulz, Jr., and Dr. Norman R. Smith, all of whom
are outside directors. During 1997, the principal functions of the Dime Audit
Committee included the review of (a) the records and affairs of Dime to
determine its financial condition, (b) Dime's internal audit function and the
scope and results of the annual independent audits of Dime by its outside
auditors, (c) Dime's internal controls and accounting systems and policies, (d)
the basis for certain reports to Dime's regulatory authorities regarding Dime's
internal controls and compliance with certain designated laws and regulations,
and (e) the reports of examination of Dime by bank regulatory authorities.
During 1997, the Dime Audit Committee held a total of five meetings.
The members of the Nominating Committee as of January 31, 1998 were Dr.
Paul A. Qualben (Chairman), Derrick D. Cephas, J. Barclay Collins II, John
Morning, Margaret Osmer-McQuade, Eugene G. Schulz, Jr., and Ira T. Wender, all
of whom are outside directors. The principal functions of the Nominating
Committee are (a) to consider and propose candidates for election to the Board
of Directors, (b) to make recommendations to the Board of Directors to fill
vacancies in Board membership, (c) jointly with the Compensation Committee,
succession planning, and (d) to review and make recommendations to the Board of
Directors on matters of corporate governance, such as the operations of the
Board of Directors and the membership and structure of its committees. During
1997, the Nominating Committee held a total of five meetings.
NOMINATIONS FOR DIRECTOR
The By-laws of Dime Bancorp provide that Stockholders may make nominations
for election to the Board of Directors by submitting such nominations in writing
to the Secretary of Dime Bancorp, in the case of an election to be held at an
annual meeting of Stockholders, not less than 60 nor more than 90 days in
advance of the anniversary of the date of the notice mailed to Stockholders in
connection with the previous year's annual meeting and, in the case of an
election to be held at a special meeting of Stockholders, not later than the
seventh day following the day on which notice of such meeting is first given to
Stockholders. Each such submission shall set forth (i) the name and address of
the Stockholder who intends to make the nomination(s) and of the person(s) to be
nominated, (ii) a representation that the Stockholder is a holder of record of
Common Stock entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person(s) specified, (iii) a statement
of the number of shares owned by such Stockholder, beneficially and of record,
(iv) a description of all arrangements or understandings between such
Stockholder and each nominee and any other person(s) (naming such person(s))
pursuant to which the nomination(s) is (are) to be made by the Stockholder, (v)
such other information regarding each nominee proposed by such Stockholder as
would be required to be included in a proxy statement filed pursuant to the
proxy rules of the Securities and Exchange Commission (the "Commission") had the
nominee been nominated or intended to be nominated by the Board of Directors,
and (vi) the written consent of each nominee to serve as a director of Dime
Bancorp if elected. No Stockholder nominations for election to the Board of
Directors were submitted within this time period in connection with the Annual
Meeting.
DIRECTOR COMPENSATION
During 1997, outside directors were paid an annual retainer fee of $20,000.
(For 1998, based in part on advice of independent compensation consultants, the
annual retainer fee has been increased to $30,000.) Outside directors were
entitled to receive a fee of $1,000 for each Board or committee meeting of Dime
Savings or Dime Bancorp attended in 1997. However, whenever concurrent or
consecutive meetings were held by both Dime Bancorp and Dime Savings, each
director waived the fees with respect to one of those entities. During 1997, the
Chairperson of each of Dime's standing committees received an annual fee of
$3,000.
Outside directors may choose to defer all or a portion of their cash
compensation pursuant to a deferred compensation plan (the "Director Deferred
Compensation Plan"). If an outside director defers his or her compensation, it
will be payable at a later date (generally not less than three years after the
year in which it would otherwise have been payable, and not later than the later
of the calendar quarter in which the director attains age 75 or the fourth
quarter after the termination of service of the director) and, at that time, may
be
7
<PAGE> 11
paid (pursuant to the director's election) in a lump sum, in installments, or
converted to an annuity form. Payments may also be made in the event of certain
changes in control or upon certain circumstances of financial hardship.
(Different payout rules apply with respect to the payment of amounts deferred
prior to August 1994.) During the period of the deferral, amounts deferred are
credited with earnings based upon the director's election from among several
different deemed investments, which currently include phantom units of Common
Stock ("Phantom Stock").
During 1996, the Board of Directors, based in part on advice received from
independent compensation consultants, determined, among other things, to amend
the Retainer Continuation Plan maintained by Dime for its outside directors (the
"Retainer Continuation Plan") so that, after December 31, 1996, neither new
outside directors, nor then current outside directors making the election
described below, would be eligible to participate. For each outside director in
service on December 31, 1996, a lump sum amount was determined, based on the
value of the director's Retainer Continuation Plan benefit accrued as of January
1, 1997 reflecting service through the later of December 31, 1996 or the fifth
anniversary of the start of service as an outside director of Dime or Anchor
Bancorp, Inc. ("Anchor") immediately prior to the merger of Anchor with and into
Dime Bancorp (the "Merger"). The present value also reflected a 3.5% inflation
factor applied to the annual retainer amount used in computing the benefit under
the Retainer Continuation Plan, where applicable, until the later of the date
the director will attain age 65 or the fifth anniversary of the start of service
as a Dime (or Anchor) outside director. Each outside director was permitted to
make an election to have the lump sum amount that was so determined credited to,
and payable as a fully vested benefit under, the Director Deferred Compensation
Plan. All of the current outside directors of Dime eligible to make this
election, except for Mrs. Kopp, elected this transfer. No Retainer Continuation
Plan benefit will be paid to the outside directors who made such an election.
Where such a transfer was elected, the amount so credited to the Director
Deferred Compensation Plan for the outside director is required to be deemed
invested in Phantom Stock until the earlier of the director's attaining age 73
or the second anniversary of the transfer. (For purposes of the initial deemed
investment in Phantom Stock, the value of the stock was based on the average
closing price of the Common Stock during each trading day in the 12-month period
preceding the date of the initial Phantom Stock investment. A similar average
value based on closing prices of the Common Stock during the preceding 12-month
period will apply when determining the value of the Phantom Stock the first time
a director directs that the amounts that were credited as a result of this
transfer from the Retainer Continuation Plan are no longer to be deemed invested
in Phantom Stock.) Payment of the credited amounts (and earnings thereon) can be
made in a lump sum, in installments, or in the form of an annuity and will
commence at the end of the quarter following the director's termination of
service, unless the director elects a different commencement date. However,
except for payments upon a change in control of Dime or, if permitted by the
Compensation Committee, on hardship, the benefit commencement date cannot be any
earlier than the first date that the director is otherwise permitted to direct
the deemed investment of the transferred amount out of Phantom Stock.
Under the Retainer Continuation Plan, each participating outside director
who has completed at least five years of service as an outside director, or who
has become disabled or attained age 72 while serving as a director, is entitled
to receive an annual benefit, payable for life commencing at age 65 (if the
director has ceased to serve on the Board by that age, or such later date as
such director ceases to serve on the Board of Directors), equal to the basic
annual retainer paid to outside directors for the last calendar year in which
the director served on the Board. The amount of this benefit is adjusted
actuarially if a payment option other than a single-life annuity is chosen. If
the director dies before the benefit payments begin, his or her beneficiary is
paid a benefit that is the actuarial equivalent of the benefit that would have
been payable to the director. Mrs. Kopp is the only current outside director who
continues to be covered by the Retainer Continuation Plan. The benefit to be
paid with respect to her service under the Retainer Continuation Plan will not,
in the aggregate, be less than the lump sum amount described above as available
for transfer to the Director Deferred Compensation Plan, with any remaining
amount due after her death payable to her named beneficiaries.
Also, at the Annual Meeting of Stockholders held on May 7, 1997, the
Stockholders approved a stock incentive plan for outside directors to replace a
previous plan that had expired in August 1996. The terms of
8
<PAGE> 12
this stock incentive plan as they currently exist and as proposed to be amended,
are summarized below under Proposal 3.
During 1997, in connection with his services as non-executive Chairman of
the Board of Dime Bancorp, Mr. Large received compensation (inclusive of
retainer and director's fees) at an annual rate of $150,000. This compensation
arrangement is reviewed periodically and may be adjusted as warranted in light
of the time commitment required of Mr. Large in connection with the performance
of the requested duties. Mr. Large's services include significant time related
to the conduct of Dime's "goodwill" litigation against the federal government
(which relates generally to certain acquisitions made by Anchor), as well as
such other tasks as may reasonably be requested from time to time by the Chief
Executive Officer of Dime Bancorp.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
During 1997, the primary responsibility for determining the compensation of
Dime's executive officers was held by the Compensation Committee, subject to
review and appropriate approval by the Board of Directors.
Principles. For 1997, the Compensation Committee agreed upon a set of
guiding principles for its compensation program. These principles reflect the
same objectives as had been set in prior years: (1) to enable Dime to recruit
and retain the highest quality executive talent available to it; and (2) to
motivate Dime's executives to achieve and sustain a superior level of corporate
performance, since consistently superior performance will result in superior
returns to Stockholders. Recruitment and retention objectives are addressed by
providing total compensation opportunities that are competitive relative to the
market with which Dime competes for talent. In that regard, Dime recognizes that
its own growth in recent years, as well as the enormous changes taking place
within the banking industry, and the increasing competition from other segments
of the financial services industry, have significantly broadened the range of
institutions with which it can - and must - compete for talent. At the same
time, while operating within a competitive framework, the Compensation Committee
pursues its motivational objectives by giving greater emphasis to those
components of the total compensation package that reward performance, in order
to reinforce the linkage of rewards with the achievement of business results
and, ultimately, with the financial interests of Stockholders.
Thus, while the principal components of compensation (base salary, annual
incentive and long-term incentive), as well as benefits, are generally set at or
near competitive levels, emphasis is placed on variable pay, with the intention
that total actual pay be aligned with performance relative to Dime's short-and
long-term objectives. The effect of this pay-for-performance orientation should
be that truly superior performance will result in total compensation that
exceeds the median total compensation range of the comparative group, while
mediocre performance will result in total compensation that is less than the
median range of that group. In particular, as the ultimate measure of
performance is return to Stockholders, the compensation program, particularly
for more senior executives, should be designed to ensure that management has a
substantial proprietary financial interest in the return realized by
Stockholders.
Practices. Because of the scope and complexity of Dime's activities in a
rapidly changing financial services industry, it is imperative that Dime
attract, retain and motivate the most qualified and talented executives
available to it. Dime competes for such executive talent not only with other
thrift institutions but also with a variety of other financial services
companies, including commercial banks and other institutional lenders, mortgage
banking companies and investment banking firms. The Compensation Committee,
based in part on a thorough analysis of Dime's executive compensation levels by
independent outside compensation consultants and assisted by third-party data
collection and analysis, annually reviews Dime's executive compensation
practices within the framework discussed above and compares them with the
executive compensation practices of a group of financial services companies that
is deemed representative of the companies with which Dime competes most directly
for executive talent. As noted above, given the pace of change within the
financial services industry and Dime's changing profile within that industry,
Dime also asks its independent consultants to review on an annual basis the
appropriate groups for comparison purposes. For 1997, this review of competitive
practices included a review of reported senior management compensation at a peer
group of 17 institutions (including both thrifts and banks) located throughout
the country and ranging in
9
<PAGE> 13
asset size from $18 to $35 billion, with median assets of $21.5 billion. This
data was then adjusted to reflect the generally higher compensation levels in
the New York City metropolitan area. The review also assessed reported
compensation at a group of seven money-center banks (adjusted downward to
reflect compensation for the positions directly reporting to the equivalent
executives), in order to take into account the fact that Dime now draws much of
its executive talent from the large commercial banks located in New York City,
as evidenced by the significant number of Dime's executive officers who have
previously served in senior positions at such institutions immediately prior to
joining Dime. Further, a functional matching approach was used to compare each
of the executive positions at Dime to market-surveyed positions based on
similarity of responsibilities. The information from these analyses then
provided the starting point for the Compensation Committee's approach to fixing
the principal components of executive compensation for 1997.
For 1997, salaries for executive officers were generally below the midpoint
derived from the competitive analyses described above. Going forward, the
Compensation Committee expects to set annual salaries for executive officers
generally closer to the competitive midpoint (or above such midpoint where the
officer's experience or additional duties may warrant), with subsequent annual
increases, if any, intended to take into account such factors as changes in
competitive levels of compensation and qualitative aspects of individual
performance, such as whether the individual executive officer's performance
consistently exceeds or falls below the level of performance expected by the
Compensation Committee.
For 1997, the annual salary for Mr. Toal, who became Chief Executive
Officer on January 1, 1997, was set at $650,000. This level was below the
midpoint derived from the competitive analysis described above. In determining
Mr. Toal's salary for 1997, the Compensation Committee gave greater relative
weight to the performance-related elements of compensation.
With respect to incentives, and as described above, a fundamental tenet of
Dime's incentive compensation philosophy is to reward performance based
primarily on objective standards. Short-term incentives, payable in cash, are
geared to the accomplishment of Dime's key annual business plan objectives.
These objectives change from year to year, depending on Dime's financial
position and priorities. Each of the specific targets in the annual incentive
plan is then given a relative weighting. For 1997, these objectives, which were
set early in the year, included primarily meeting goals relating to overall
financial performance (earnings per share and return on equity) and strategic
plan implementation; other objectives taken into account included achievement of
franchise performance targets (including revenue and general and administrative
expense targets, loan volume and deposit level targets, and efficiency ratio,
customer service and community reinvestment targets), and risk management
(including the reduction of credit risk). For 1997, the relative weighting of
these objectives varied as between senior officers and other officers. The
Compensation Committee determines at the end of the year (or at such interim
periods as the Compensation Committee may decide) the extent to which each of
these targets has been met. In doing so, it takes into account significant
deviations from the assumed economic environment and may also add a percentage
factor to recognize exceptional performance beyond or outside the incentive plan
targets. These factors together determine the overall level of funding of the
officer incentive program. For 1997, the Compensation Committee's assessment of
company-wide performance, based on the Dime's achievement of the targets
described above together with its achievement during the year of major
initiatives not previsioned in the original objectives, such as the acquisition
of North American Mortgage Company ("North American"), warranted total funding
for senior officers under the incentive plan at 143% of target.
Each officer (including executive officers) has a target incentive
opportunity. For executive officers, this percentage incentive opportunity for
1997 was determined with reference to competitive practices, as described above,
and expressed as a target amount. For 1997, these target opportunities were
generally set below the midpoint derived from the competitive analysis described
above. The Compensation Committee then determined individual awards for
executive officers (within the framework of the overall funding level of the
officer incentive program, as described above) primarily based on the extent to
which the individual had contributed to meeting company-wide goals, and also
generally taking into account both a qualitative assessment of the individual
officer's performance and an assessment, in the case of executive officers other
than the Chief Executive Officer, of the extent to which the individual met
additional goals specified in the annual incentive plan relating to his or her
area of responsibility. These adjustments may result in an executive
10
<PAGE> 14
officer receiving an award below or above his or her incentive opportunity for
the year, but generally not above 150% of such incentive opportunity. The
Compensation Committee believes that, particularly in an industry such as the
thrift industry that is undergoing a high level of profound economic and
structural change, it is important to retain discretion to make adjustments in
incentives where circumstances warrant. The Compensation Committee may also
provide for special incentive plans for specific business units or individuals,
which may include executive officers; however, during 1997, none of the
executive officers named in the Summary Compensation Table participated in any
such plan.
Cash incentive awards to executive officers for 1997 reflected the
foregoing factors. For 1997, Mr. Toal's target incentive was set at $520,000, or
80% of his annual salary. This incentive opportunity was near the median of the
group of 17 banking institutions described above and substantially below the
median of the money-center banks included in the competitive analysis. In
setting the target incentive, the Compensation Committee took into account its
intention, as described above, to weight the Chief Executive Officer's
compensation in favor of performance elements. Mr. Toal's actual incentive award
was $800,000, which reflected his leadership of Dime in an outstanding year in
which performance substantially exceeded expectations.
Long-term incentives are provided in the form of stock and stock-based
grants. In general, vesting of these grants either will be based on the
achievement of specific long-term objectives related to stockholder value or
will serve as an incentive to the continued retention of the executive, or may
relate to a combination of these two objectives. For 1997, except for an award
to Mr. Burriesci of the right to purchase restricted stock in connection with
his recruitment as Chief Financial Officer, long-term incentive awards for
executive officers consisted solely of grants of stock options, the vesting of
which is generally scheduled to occur over a three year period. Such options
generally have expiration dates 11 years from the date of grant and exercise
prices equal to the fair market value per share of Common Stock on the date of
grant, which was deemed to be the closing price of such stock on the New York
Stock Exchange on that date. The size of these option grants was generally
determined using a Black-Scholes option pricing model to determine theoretical
stock option values. The assumed value of these grants to executive officers was
based on a percentage of the salary midpoint derived from the competitive
analysis referred to above. The applicable percentages were also determined by
reference to the competitive analysis, with such percentages being generally
comparable to those at the 17 banking institutions surveyed, but substantially
below those at the money-center banks surveyed. In the case of Mr. Toal, options
to purchase 78,000 shares of Common Stock were granted as an incentive in 1997
at the fair market value on the date of grant, representing a theoretical option
value of approximately $650,000, or 100% of salary. This percentage, which was
near the median level of the 17 banking institutions surveyed, was viewed by the
Compensation Committee as consistent with its desire to emphasize stock-based
performance incentives generally.
Also, although not an aspect of cash or incentive compensation, Dime seeks
to attract and retain executives by providing a variety of benefit plans and
programs generally designed to be competitive with those provided by other
financial services companies.
For 1997, the Compensation Committee operated under a policy to structure
executive compensation in a time and manner intended to limit the likelihood
that current compensation would exceed the limits for deductibility prescribed
by Section 162(m) of the Internal Revenue Code, as amended (the "Code"). This
policy will continue to be operative for 1998; however, the Compensation
Committee retains discretion to make future exceptions to this policy, and in
determining whether to do so the Compensation Committee may consider a number of
factors, including the tax position of Dime, the materiality of amounts likely
to be involved and any potential ramifications of the loss of flexibility to
respond to unforeseeable changes in circumstances. As discussed under Proposal 5
below, Dime is submitting to Stockholders for approval an incentive compensation
plan designed to qualify amounts payable thereunder for deduction as provided in
Section 162(m) of the Code.
Finally, in determining compensation levels and targets within the
framework discussed above, the Compensation Committee takes into full account
applicable regulatory restrictions on the compensation of executive officers.
11
<PAGE> 15
Executive compensation is a constantly evolving field. The Compensation
Committee monitors trends in this area, as well as changes in law, regulation
and accounting practice, that may affect either its compensation philosophy or
its practices. Accordingly, the Compensation Committee at all times reserves the
right to alter its approach in response to changing conditions.
THE COMPENSATION COMMITTEE:
IRA T. WENDER, CHAIRMAN
DERRICK D. CEPHAS
J. BARCLAY COLLINS II
MARGARET OSMER-McQUADE
DR. PAUL A. QUALBEN
HOWARD SMITH
DR. NORMAN R. SMITH
12
<PAGE> 16
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation for
services in all capacities to Dime for the fiscal years ended December 31, 1997,
1996, and 1995 of those persons who were, at December 31, 1997, (a) the Chief
Executive Officer of Dime Bancorp and (b) the other four most highly compensated
executive officers of Dime Bancorp (collectively with the Chief Executive
Officer, the "named executive officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION AWARDS
---------------------------------- ----------------------------------
AWARDS PAYOUTS
----------------------- --------
SECURITIES
OTHER RESTRICTED UNDERLYING LTIP ALL OTHER
ANNUAL STOCK OPTIONS/ PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION AWARDS(2) SARS (3) (4)
- --------------------------- ---- -------- -------- ------------ ---------- ---------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Lawrence J. Toal(5)........ 1997 $650,000 $800,000 $ 0 $ 0 78,000 $ 0 $39,000
Chief Executive Officer 1996 500,000 285,000 0 0 65,900 0 28,846
1995 425,000 209,250 0 0 51,400 606,150 17,658
Anthony R. Burriesci(6).... 1997 166,923 385,000(7) 55,767 577,500 90,000 0 0
Chief Financial Officer
Fred B. Koons(8)........... 1997 350,000 200,000 0 0 25,000 0 0
Chief Executive Officer 1996 26,192 123,140(9) 9,659 326,852 0 0 0
Mortgage Banking
Carlos R. Munoz(10)........ 1997 300,000 175,000 0 0 18,000 0 18,000
Chief Credit and Risk 1996 290,000 105,000 0 0 18,200 0 11,046
Management Officer 1995 195,673 157,500(11) 0 66,000 20,000 0 0
D. James Daras............. 1997 275,000 200,000 0 0 25,000 0 16,500
Treasurer 1996 250,000 130,000 0 0 26,900 0 14,702
1995 225,000 100,000 0 0 17,100 115,088 9,478
</TABLE>
- ---------------
(1) Bonuses are reported in the year that the named executive officer rendered
the services to which the bonus relates, even though the amounts shown may
actually be paid to the named executive officer in a subsequent year.
(2) At December 31, 1997, Mr. Burriesci held 35,000 shares of restricted stock
having a value of $1,023,750 (one-third of which shares vested on January
24, 1998 and the remainder of which are scheduled to vest in equal
installments on January 24, 1999 and January 24, 2000), Mr. Koons held
11,570 shares of restricted stock having a value of $338,422.50 (the
original award of restricted stock to Mr. Koons was 23,140 shares, 50% of
which vested on December 20, 1997 and the remainder of which are scheduled
to vest on December 20, 1998), and Mr. Munoz held 8,000 shares of
restricted stock having a value of $234,000. Dividends will be paid, and
other distributions made, on all shares of restricted stock to the same
extent that dividends are declared and paid, or other distributions are
made, on shares of Common Stock in general, provided such shares of
restricted stock are held on the record date determined for the payment of
dividends, or the making of other distributions, if any, on Common Stock.
(3) All amounts indicated represent the actually realized value of shares of
deferred stock granted to the named executive officer in 1994 that were
paid out in 1995 in connection with the Merger pursuant to the terms of the
grants and the plan under which they were granted.
(4) The amounts set forth reflect matching and supplemental allocations by Dime
on behalf of the named executive officer under certain defined contribution
plans and arrangements.
(5) Mr. Toal became Chief Executive Officer of Dime Bancorp (and Chairman of
the Board and Chief Executive Officer of Dime Savings) on January 1, 1997.
(6) Mr. Burriesci joined Dime in July 1997 at an annual rate of salary of
$350,000.
(7) The amount shown represents a $150,000 cash bonus paid to Mr. Burriesci
upon joining Dime in July 1997, an incentive bonus for 1997 of $200,000 and
a cash award equal to the purchase price of 35,000 shares of restricted
stock.
(8) Mr. Koons joined Dime in December 1996 at an annual rate of salary of
$350,000.
(9) The amount shown represents a $100,000 cash bonus paid to Mr. Koons upon
joining Dime in December 1996 and a cash award equal to the purchase price
of 23,140 shares of restricted stock.
(10) Mr. Munoz joined Dime in April 1995 at an annual rate of salary of
$275,000.
(11) The amount shown represents a $75,000 cash bonus paid to Mr. Munoz upon
joining Dime in April 1995 and an incentive bonus for 1995 of $82,500.
13
<PAGE> 17
The following table contains information concerning the grant of options to
purchase Common Stock and tandem stock appreciation rights ("SARs") to the named
executive officers during the year ended December 31, 1997.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------------------------
% OF TOTAL
NUMBER OF OPTIONS/SARS
SECURITIES GRANTED TO
UNDERLYING EMPLOYEES IN EXERCISE OR GRANT DATE
OPTIONS/SARS FISCAL BASE PRICE EXPIRATION PRESENT VALUE
NAME GRANTED(1) YEAR(2) ($/SH) DATE ($)(3)(4)
---- ------------ ------------ ----------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Lawrence J. Toal.................... 78,000 6.22% $15.625 1/24/08 $741,000
Anthony R. Burriesci................ 90,000 7.17 17.500 7/01/08 820,575
Fred B. Koons....................... 25,000 1.99 15.625 1/24/08 237,500
Carlos R. Munoz..................... 18,000 1.43 15.625 1/24/08 171,000
D. James Daras...................... 20,000 1.59 15.625 1/24/08 190,000
5,000 0.40 24.250 11/21/08 63,293(5)
</TABLE>
- ---------------
(1) The options shown (except for the options granted to Mr. Burriesci) become
exercisable at a rate of one-third per year commencing one year from the
date of the grant. Mr. Burriesci's options become exercisable at a rate of
one-third per year commencing on January 24, 1998.
(2) All of the awards reflected in the table consisted of options with tandem
SARs. The percentage set forth in this column reflects the relationship
between the number of options (with tandem SARs) granted to the named
executive officer and the number of options (whether or not with tandem
SARs) granted to all employees in the fiscal year.
(3) The estimated value shown, which was determined by application of the
Black-Scholes option pricing model, was developed solely for purposes of
comparative disclosure in accordance with the regulations of the Commission
and does not necessarily reflect Dime Bancorp's view of the appropriate
value or methodology for purposes of financial reporting. Use of this model
should not be viewed in any way as a forecast of the future performance of
the Common Stock, volatility or dividend policy. No adjustments have been
made for forfeitures or non-transferability.
(4) The estimated present value of the options shown is based upon historical
experience and for the options granted to (a) each of Mr. Toal, Mr. Koons,
Mr. Munoz and Mr. Daras (except for the option described in footnote 5
below) is $9.500 per share, and (b) Mr. Burriesci is $9.118 per share.
Volatility calculated over 180 trading days prior to the date of grant was:
(i) .307 for the options granted to each of Mr. Toal, Mr. Koons, Mr. Munoz
and Mr.Daras (except for the option described in footnote 5 below), and (ii)
.323 for the options granted to Mr. Burriesci.
Risk-Free Rate of Return, representing the interest rate on a United States
Treasury security with a maturity date corresponding to the term of the
options: (a) 6.61% for the options granted to each of Mr. Toal, Mr. Koons,
Mr. Munoz and Mr. Daras (except for the option described in footnote 5
below), and (b) 6.25% for the options granted to Mr. Burriesci.
Dividend Yield for the options granted to each of Mr. Toal, Mr. Koons, Mr.
Munoz and Mr. Daras (except for the option described in footnote 5 below) is
0% and for the options granted to Mr. Burriesci is 1.04%.
Time of Exercise for all options shown: 11 years.
(5) The estimated present value for this option is based upon historical
experience and is $12.659 per share. Volatility calculated over 180 days
prior to the date of the grant of this option was .317. Risk-Free Rate of
Return for this option, representing the interest rate on a United States
Treasury security with a maturity date corresponding to the term of the
option, is 5.91% and the Dividend Yield on this option is .79%.
14
<PAGE> 18
The following table sets forth information with respect to the aggregate
number of unexercised options to purchase Common Stock granted in all years to
the named executive officers and held by them as of December 31, 1997 and the
value of unexercised in-the-money options (i.e., options that had a positive
spread between the exercise price of such option and the fair market value of
Common Stock) as of December 31, 1997. Dime has not granted any freestanding
SARs to the named executive officers.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS AT
OPTIONS/SARS AT DECEMBER 31,
DECEMBER 31, 1997 1997
SHARES ----------------- --------------------
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------------- --------------------
<S> <C> <C> <C> <C>
Lawrence J. Toal................ 0 $0 303,990/139,068 $7,502,109/2,338,385
Anthony R. Burriesci............ 0 0 0/90,000 0/1,147,500
Fred B. Koons................... 0 0 0/25,000 0/365,625
Carlos R. Munoz................. 0 0 19,399/36,801 393,731/630,770
D. James Daras.................. 0 0 64,331/48,634 1,525,720/781,313
</TABLE>
The following table shows the estimated annual pension benefits payable to
a covered member at normal retirement age (age 65) under the Retirement Plan of
Dime Bancorp, Inc. (the "Retirement Plan") and the Benefit Restoration Plan of
The Dime Savings Bank of New York, FSB (the "Benefit Restoration Plan" and,
together with the Retirement Plan, the "Plans") based on compensation covered
under the Plans and years of creditable service with Dime Savings or certain
affiliates of Dime. The Benefit Restoration Plan provides benefits that would
otherwise be denied a member because of certain limitations on benefits under
the Retirement Plan imposed by the Code.
<TABLE>
<CAPTION>
PENSION PLAN TABLE
YEARS OF CREDITABLE SERVICE
----------------------------------------------------
REMUNERATION 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- ------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$125,000 $ 32,813 $ 43,750 $ 54,688 $ 65,625 $ 75,000
150,000 39,375 52,500 65,625 78,750 90,000
175,000 45,938 61,250 76,563 91,875 105,000
200,000 52,500 70,000 87,500 105,000 120,000
225,000 59,063 78,750 98,438 118,125 135,000
250,000 65,625 87,500 109,375 131,250 150,000
300,000 78,750 105,000 131,250 157,500 180,000
400,000 105,000 140,000 175,000 210,000 240,000
450,000 118,125 157,500 196,875 236,250 270,000
500,000 131,250 175,000 218,750 262,500 300,000
600,000 157,500 210,000 262,500 315,000 360,000
700,000 183,750 245,000 306,250 367,500 420,000
800,000 210,000 280,000 350,000 420,000 480,000
900,000 236,250 315,000 393,750 472,500 540,000
</TABLE>
A member's compensation covered by the Plans is the product of 12 times his
or her average monthly compensation for the 36 consecutive months of service
during which the member's compensation was the highest or, if the member's
service is less than 36 months, then for the entire period of service. For these
purposes, covered compensation for the named executive officers includes salary,
but not bonus and other annual compensation, reported in the "Annual
Compensation" columns of the Summary Compensation
15
<PAGE> 19
Table. The benefit levels set forth in the Pension Plan Table are based on the
years of creditable service shown in the table, continued existence of the Plans
without material change, and payment of benefits in the form of a single life
annuity (rather than in other available forms). The benefits listed in the
Pension Plan Table are not subject to any reduction for Social Security
contributions or benefits or any other offset (although certain minimum benefits
provided under the Plans with respect to certain prior service are subject to a
deduction measured by Social Security benefits, or by an offset with respect to
compensation earned that is not in excess of Social Security covered
compensation). However, such benefits reflect the application of the maximum
benefit limit under the Plans of 60% of covered compensation.
Dime also maintains the Dime Bancorp, Inc. Supplemental Executive
Retirement Plan ("SERP"). The SERP provides for an annual benefit equal to a
pension goal percentage (between 30% and 60%) multiplied by Average Compensation
(as defined) payable over the life of each SERP participant ("Participant")
after the Participant's retirement at or after age 65 or, in certain instances,
a reduced 50% or 100% joint and survivor annuity form of benefit. Additional
forms of benefit, including 5-, 10-, or 15-year-certain life annuities, are
available, and the Compensation Committee can direct that an actuarially
equivalent lump sum be paid at termination of service in lieu of an annuity. For
these purposes, unless otherwise provided by the Compensation Committee within
the SERP's parameters, Average Compensation is the highest average annual base
salary and certain other taxable cash-based compensation (other than sign-on
bonus or other amounts paid in connection with grants of restricted stock)
earned over three consecutive years out of the Participant's last ten years of
employment (or such other period designated by the Compensation Committee), with
incentive compensation deemed allocated and paid over the period over which it
was earned. The SERP benefit is offset by other retirement benefits provided
under qualified defined benefit plans of Dime Bancorp and Dime Savings (such as
the Retirement Plan), as well as the Benefit Restoration Plan and other
contractual benefits to the extent they relate to the benefits under a Dime
qualified defined benefit plan. The SERP provides that benefits may commence, in
a reduced amount, if the Participant terminates service before age 65 but,
unless the Compensation Committee directs otherwise, no earlier than age 55. The
SERP also provides for a death benefit to be paid to a Participant's surviving
spouse or minor children in the event that the Participant dies prior to the
start of his or her benefits under the SERP. Death benefits will not commence to
be paid until the month that the Participant would have attained age 55 had he
or she lived. Benefits under the SERP generally vest based on the period of
employment by the Participant, with partial vesting after five years, increasing
to full vesting after ten years. The SERP counts service both before and during
SERP participation for these purposes. Accelerated vesting applies in the event
of certain terminations of employment after a change in control (as defined) and
the Compensation Committee can alter the vesting schedule (but with limits on
such alteration rights upon a change in control). Except with respect to vesting
rights, and except to the extent that compensation considered under the SERP may
increase over a period of time, the SERP benefit does not increase based on
years of service.
On January 1, 1997, Mr. Toal commenced participation in the SERP. (Each of
the other named executive officers commenced participation in the SERP on
September 1, 1997.) Mr. Toal's SERP goal has been set at 50%. As of December 31,
1997, therefore, Mr. Toal had accrued a SERP benefit (which will be offset by
his Retirement Plan and related Benefit Restoration Plan benefits), commencing
at age 65 in the form of a single life annuity, of approximately $478,208. Mr.
Toal was then 60% vested in that benefit.
Mr. Burriesci has a SERP goal that has been set at 50%. Under Mr.
Burriesci's employment agreement, he is also provided with a benefit based on a
doubling of Retirement Plan and related Benefit Restoration Plan accruals
(offset by actual Retirement Plan and related Benefit Restoration Plan benefits)
during the first ten years of his employment, with that benefit vesting after
three years. Those benefits (in which Mr. Burriesci is not yet vested) will act
as an offset of Mr. Burriesci's SERP benefit. Based on compensation earned
through December 31, 1997, Mr. Burriesci's SERP benefit, which will be offset by
Retirement Plan and related Benefit Restoration Plan benefits, as well as the
additional contractual benefit described above, commencing at age 65 in the form
of a single life annuity, is approximately $275,000. As of December 31, 1997,
Mr. Burriesci had not yet vested in any of his SERP benefit.
Mr. Koons' SERP goal has also been set at 50%, except that his Average
Compensation will be determined over a 24-month period and will include, for
each relevant period, a deemed bonus of 50% of base
16
<PAGE> 20
salary rather than the incentive compensation actually paid. Mr. Koons is also
provided with supplemental benefits to the extent he is otherwise unable, on
account of his employment status, to participate in the Retirement Plan and the
Benefit Restoration Plan, which will then provide an offset to his SERP benefit.
Based on compensation earned through December 31, 1997, Mr. Koons' accrued SERP
benefit (which will be offset by Retirement Plan and related Benefit Restoration
Plan benefits, as well as by those other supplemental pension benefits provided
under his employment agreement), stated in the form of a single life annuity
commencing at age 65, is approximately $262,500. Mr. Koons has not yet vested in
any of that benefit.
Each of Mr. Munoz and Mr. Daras has a SERP goal that has been set at 50%.
Based on compensation earned through December 31, 1997, the SERP benefit (which
will be offset by Retirement Plan and related Benefit Restoration Plan benefits)
accrued, commencing at age 65 in the form of a single life annuity, by Mr. Munoz
is approximately $193,333 and by Mr. Daras is approximately $196,667. As of
December 31, 1997, Mr. Munoz had not vested in any of his SERP benefits, while
Mr. Daras was 70% vested.
The respective completed years of creditable service under the Retirement
Plan and, as appropriate, the Benefit Restoration Plan and the years of service
for vesting in SERP benefits as of December 31, 1997 for each of the named
executive officers is as follows: Lawrence J. Toal, six years; Anthony R.
Burriesci, 0 years; Fred B. Koons, one year; Carlos R. Munoz, two years; and D.
James Daras, seven years.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS
Dime Savings has employment agreements with each of Messrs. Toal,
Burriesci, Koons, Munoz, and Daras.
Agreement with Mr. Toal. Effective as of January 30, 1998, Dime Savings
entered into a new employment agreement with Mr. Toal (the "Toal Agreement"),
which replaced a previous agreement with him. The initial term of the Toal
Agreement extends to March 1, 2001, with automatic renewal for one additional
year to occur on March 1, 1999, and automatic renewal for an additional period
until Mr. Toal's 65th birthday (April 19, 2002) to occur on March 1, 2000,
unless, in each instance, prior notice of non-renewal is given by Mr. Toal or
Dime Savings. Dime Bancorp is jointly and severally liable for the obligations
of Dime Savings under the Toal Agreement.
The Toal Agreement provides that Mr. Toal will serve, throughout its term,
as Chief Executive Officer, President, and Chief Operating Officer of each of
Dime Bancorp and Dime Savings and as Chairman of the Board of Dime Savings.
Under the Toal Agreement, Mr. Toal will receive a base salary of $750,000, which
may be subsequently increased (but not decreased) by the Board of Directors. Mr.
Toal also will be eligible to participate in an annual cash bonus program (with
a target bonus opportunity of at least 50% of his base salary) and long-term
incentive program and is provided with certain perquisites.
Under the Toal Agreement, Mr. Toal also participates in the SERP, with a
pension goal of not less than 50% based on average compensation and vesting over
ten years of service. (Mr. Toal's SERP benefit is described in more detail
above.) However, pursuant to the Toal Agreement, Mr. Toal will be fully vested
in his SERP benefit in the event of a termination of his employment (other than
for cause) in connection with a change in control (as described below) that
otherwise would trigger a right to change in control-related benefits. In the
event of any other involuntary termination of Mr. Toal's employment (other than
for cause), Mr. Toal will receive service credit for SERP vesting purposes as if
he had remained in employment until the end of the term of the Toal Agreement
then in effect. In addition, when applying the average compensation definition
under the SERP, in the event of any termination of Mr. Toal's employment that
would trigger a right to change in control-related benefits, or any other
involuntary termination of Mr. Toal's employment (other than for cause), average
compensation will be determined as if Mr. Toal had continued service throughout
the then applicable term of the Toal Agreement and earned an assumed annual
bonus based upon a formula set forth in the Toal Agreement.
In the event of Mr. Toal's disability, the Toal Agreement provides that Mr.
Toal will receive a sum equal to his annual salary in the first year of such
disability and a sum equal to 75% of his annual salary for each year
17
<PAGE> 21
thereafter throughout the duration of the disability up to age 65, with
continued life, medical, and dental coverage for the same period.
If Mr. Toal's employment is terminated by Dime Savings (other than for
cause), Mr. Toal will receive a lump sum payment equal to two times his annual
salary, as well as continuation, until the later to occur of the 18-month
anniversary of the date of termination or the end of the remaining term of the
Toal Agreement at the effective date of termination, of life, medical and dental
insurance coverage, subject to certain conditions. If Mr. Toal voluntarily
terminates his employment (except as provided below), generally no additional
benefits will be provided to him. Similarly, in general, no continuing benefits
are otherwise to be provided to Mr. Toal upon the expiration of the term of the
Toal Agreement on Mr. Toal's 65th birthday, other than the SERP, the Key
Executive Life Insurance/Death Benefit Plan described below, and other retiree
benefits otherwise payable to him.
The Toal Agreement also provides for specified benefits following a "change
in control." For these purposes, a "change in control" is generally defined to
include (1) the acquisition of more than 35% of the voting power of Dime Bancorp
by any person, entity or group; (2) if the individuals who were members of the
Board of Directors on July 24, 1997, and others whose appointment or nomination
was recommended by a vote of 2/3 of the directors in office on July 24, 1997 (or
by other directors who themselves previously satisfied this requirement), cease
to constitute a majority of the Board; (3) a merger or consolidation of Dime
Bancorp or any direct or indirect subsidiary of Dime Bancorp unless Dime Bancorp
voting securities outstanding before the event continue to represent (in
combination with securities held under an employee benefit plan of Dime Bancorp
or any subsidiary) at least 65% of the outstanding voting securities of the
surviving entity after the merger or consolidation, or unless the merger or
consolidation was effected solely to implement a recapitalization of Dime
Bancorp or Dime Savings where no person, entity or group becomes the owner of
35% or more of the voting securities of Dime Bancorp or Dime Savings; (4) the
execution of a binding agreement for one of the events described in (1) or (3)
(unless abandoned); and (5) certain sales of substantially all of Dime Bancorp's
consolidated assets, as well as certain other circumstances specified in the
Toal Agreement.
If following a change in control Mr. Toal's employment is involuntarily
terminated (other than for cause) during the term of the Toal Agreement in
effect at the time of the change in control, or if Mr. Toal terminates his
employment during such term after (a) he has not been re-elected to the
positions set forth above (or, if Dime Bancorp or Dime Savings is not the
surviving ultimate parent entity in the transaction giving rise to the change in
control, elected as chief executive officer of the ultimate parent entity), (b)
there has been a notice of non-renewal of the Toal Agreement other than for
cause, or (c) there is a material change in Mr. Toal's functions, duties, or
responsibilities to a level of lesser responsibility, importance, or scope, Mr.
Toal will be entitled to the SERP enhancement described above, as well as other
benefits. These additional benefits include a lump sum equal to three times his
"Annual Compensation," as well as (to the extent permissible under the
underlying plan) continued exercisability of all vested stock options as if
there had not been a termination of employment (including options that vest upon
Mr. Toal's retirement), and continued disability, medical, and dental insurance
coverage for Mr. Toal and his spouse for the remainder of their lives, subject
to certain conditions. For these purposes, "Annual Compensation" at any time
means the sum of his annual salary plus an assumed annual bonus based upon a
formula set forth in the Toal Agreement.
Agreement with Mr. Burriesci. Effective as of January 30, 1998, Dime
Savings entered into an employment agreement with Mr. Burriesci (the "Burriesci
Agreement"), which also replaced a previous agreement. The term of the Burriesci
Agreement extends to March 1, 2001, with automatic renewal applying each March
1st commencing in 1999, absent earlier non-renewal. Dime Bancorp is jointly and
severally liable for the obligations of Dime Savings under the Burriesci
Agreement.
The Burriesci Agreement provides that Mr. Burriesci will serve as Chief
Financial Officer of Dime Bancorp and Dime Savings, and provides an annual
salary during the first two years of Mr. Burriesci's employment (which commenced
July 1, 1997) at the rate of $350,000, and for the third year at $375,000. This
annual salary is subject to periodic review and possible increase, or up to a
25% decrease (but not below the levels set forth above). Under an Agreement
Regarding Initial Employment Terms (the "Burriesci Initial Terms Agreement")
effective as of July 1, 1997, Mr. Burriesci will have a target cash incentive
opportunity for
18
<PAGE> 22
each of 1998 and 1999 of 50% of base pay as in effect on December 31 of those
years, with Mr. Burriesci having the opportunity to earn 150% of that amount,
but not less than $175,000 for 1998. The Burriesci Initial Terms Agreement also
provides for a promise of long-term incentive awards in the form of options with
a value of 75% of base pay for each of 1998, 1999 and 2000, to the extent
approved by the Compensation Committee and provides for certain perquisites.
Under the Burriesci Agreement, Mr. Burriesci also participates in the SERP,
with a pension goal of not less than 50% of average SERP-covered compensation
(as more fully described above). Mr. Burriesci's agreement also provides for a
benefit based upon a doubling of Retirement Plan and related Benefit Restoration
Plan accruals (offset by actual Retirement Plan and related Benefit Restoration
Plan benefits) during the first ten years of his employment, with vesting of
that benefit after three years. This benefit will act as an offset of Mr.
Burriesci's SERP benefit, if one is payable.
In the event of Mr. Burriesci's permanent disability, Dime Savings will pay
Mr. Burriesci his annual salary for up to one year, less the maximum benefit
available under Dime insurance coverage, and will generally continue to provide
certain benefits for the remaining term of the Burriesci Agreement then in
effect. If Mr. Burriesci's employment is terminated without cause, Dime Savings
will continue to pay him, from the date of termination through March 1, 1999 (if
the termination occurs before that date), his salary plus any guaranteed minimum
incentive awards payable through that date. In addition, it will pay him his
annual salary (as in effect at the termination date) for 18 months, as well as
generally continue certain benefits for the same period. The Burriesci Initial
Terms Agreement provides for enhanced vesting in the restricted stock and
options granted in connection with the commencement of his employment, to the
extent that vesting would have otherwise occurred during the 12-month period
following such termination of employment had his employment otherwise continued.
The Burriesci Agreement also provides for enhanced severance benefits (in
lieu of the termination benefits described above) following a change in control
(defined in the same manner as under the Toal Agreement). If, after a covered
change in control, Mr. Burriesci's employment is terminated by Dime Savings
(other than for cause), or if Mr. Burriesci terminates his employment during the
term in effect at the time of the change in control after a decrease in his
annual salary (to a level below that which applied before the change in control)
or a material downgrading of his duties or responsibilities from those in effect
immediately prior to the change in control, the enhanced benefits will be
payable. In either of those events, Mr. Burriesci is to be entitled to (i)
payment equal to three times the sum of his annual salary and target cash
incentives for which Mr. Burriesci was eligible (for the year in question)
immediately before the termination, and (ii) continuation of all life,
disability, medical and dental insurance coverage for the remaining term of the
Burriesci Agreement at the time of the termination, subject to certain
conditions. The Burriesci Agreement also includes a provision for continued
exercisability of all vested options for the remainder of their terms and
continued vesting and exercisability of all non-vested options as if there had
not been a termination of service upon a change in control (to the extent
permitted by the relevant plan under which the options were granted). In the
event of a termination of service triggering change in control benefits, Mr.
Burriesci will also fully vest in his SERP benefit and be eligible for a payment
to make up any amount forfeited under any qualified defined contribution plan of
Dime Bancorp and the related provisions of the Benefit Restoration Plan.
Agreement with Mr. Koons. Effective as of January 30, 1998, Dime Savings
entered into an employment agreement with Mr. Koons (the "Koons Agreement"),
which also replaced a previous agreement. The term of the Koons Agreement
extends until December 2, 2001.
The Koons Agreement provides that Mr. Koons will serve as an Executive Vice
President of Dime Bancorp and Dime Savings and as Chief Executive Officer of
North American through at least December 1, 1998. During the period from
December 2, 1998 through December 1, 1999, Mr. Koons will serve as transitional
Chief Executive Officer of North American until a successor Chief Executive
Officer is appointed. Mr. Koons will continue as an employee of Dime Savings
after he ceases serving as Chief Executive Officer of North American, through
the end of the term of the Koons Agreement.
Under the Koons Agreement, Mr. Koons is required to devote substantially
all of his business time to his duties under the agreement through December 1,
1998. On and after December 2, 1998, Mr. Koons is
19
<PAGE> 23
required to devote a lesser amount of time to his duties under the agreement,
and will be permitted to engage in certain other non-competitive activities
during those periods. The Koons Agreement provides for annualized salary at a
rate of $350,000 for the period ending December 1, 1998. For the period from
December 2, 1998 through December 1, 1999, the Koons Agreement provides for a
salary at the rate of $250,000, and for each of the 12-month periods thereafter
for a salary at the rate of $175,000, in each case subject to increase on a per
diem basis if Mr. Koons works for more than an agreed upon minimum number of
days in each such period. Under an Agreement Regarding Initial Employment Terms
(the "Koons Initial Terms Agreement") effective as of December 2, 1996, a target
cash incentive for 1998 for Mr. Koons was set at $100,000, with Mr. Koons having
the opportunity to earn 150% of that amount, but generally with any payment in
respect of that incentive in the discretion of the Dime Savings Board of
Directors. The Koons Initial Terms Agreement also provides for a promise of a
long-term incentive award in the form of options with a value of 60% of his base
pay during the first two years of his employment, to the extent approved by the
Compensation Committee or the Board of Directors, and provides for certain
perquisites.
Under the Koons Agreement, Mr. Koons also participates in the SERP, with a
pension goal of not less than 50%, and other terms as specified in his SERP
grant (described above). Mr. Koons is also provided with supplemental benefits
to the extent he is otherwise unable, on account of his employment status, to
participate in the Retirement Plan and the Benefit Restoration Plan (with such
benefits acting as an offset of his SERP benefit) and a supplemental payment to
the extent he is otherwise unable, on account of such status, to participate in
Dime Bancorp's qualified defined contribution plan and the related provisions of
the Benefit Restoration Plan.
In the event of Mr. Koons' permanent disability, Dime Savings will pay Mr.
Koons his annual salary for up to one year, less the maximum benefit available
under the Dime Savings' disability insurance coverage, and will generally
continue to provide certain benefits for the remaining term of the Koons
Agreement. If Mr. Koons' employment is terminated without cause, Dime Savings
will pay him a lump sum equal to his aggregate salary payable for the remaining
term of the Koons Agreement (assuming he works the minimum number of agreed-upon
days for the period of the Koons Agreement on and after December 2, 1998), as
well as generally continue certain benefits for such remaining term. Mr. Koons
has the right under the Koons Agreement to treat any relocation of his principal
place of business more than 75 miles from Tampa, Florida as a termination
without cause, if he makes an election to so treat it within 30 days of the
relocation. Under the Koons Agreement, to the extent permitted by the relevant
plan, upon an involuntary termination of Mr. Koons' employment (other than for
cause), or a termination upon a relocation treated (by Mr. Koons' election) as
an involuntary termination without cause, grants of options and restricted stock
previously made to Mr. Koons generally will vest (and, with respect to options,
become exercisable). Upon an involuntary termination without cause, to the
extent permitted, options will remain exercisable by Mr. Koons for their
remaining terms. (The Koons Initial Terms Agreement provides for exercisability
for the full remaining term, to the extent vested, of the options therein
promised for grant during the first two years of his employment in the event of
any termination of his employment other than for cause.)
The Koons Agreement provides for enhanced severance benefits following a
change in control (defined in the same manner as under the Toal Agreement).
Those benefits will be payable if, after a covered change in control, Mr. Koons'
employment is terminated by Dime Savings (other than for cause), or if Mr. Koons
terminates his employment during the term in effect at the time of the change in
control after a decrease in his annual salary (not otherwise contemplated by the
Koons Agreement) or a material downgrading of his duties or responsibilities
from those contemplated under the Koons Agreement. In either of those events,
Mr. Koons is to be entitled to payment equal to three times his annual salary
(assuming for these purposes that he works the minimum number of agreed upon
full-time equivalent days during any of the periods on and after December 2,
1998), and continuation of all life, disability, medical and dental insurance
coverage for the remaining term of the Koons Agreement, subject to certain
conditions. The Koons Agreement also would then provide for continued
exercisability of all vested options for the remainder of their terms, and
immediate vesting and continued exercisability of all restricted stock and
non-vested options held by Mr. Koons, as if there had not been such a
termination of service upon the change in control (to the extent permitted by
the relevant plan under which the options were granted). In the event of a
termination of service triggering change
20
<PAGE> 24
in control benefits, Mr. Koons will also fully vest in his SERP benefit, and be
eligible for a payment to make up any amount forfeited under Dime's 401(k) plan
or any other qualified defined contribution plan of Dime Bancorp and the related
provisions of the Benefit Restoration Plan.
Other Agreements. Mr. Munoz and Mr. Daras (the "executive officers") are
each party to an employment agreement with Dime Savings, with a current term
until March 1, 2001. Each agreement was entered into as of January 30, 1998 and
replaced an earlier agreement. Each agreement provides for automatic renewal
each March 1st commencing in 1999, absent earlier non-renewal. (The agreements
with Messrs. Munoz and Daras are collectively referred to as the "Employment
Agreements.")
Each of the Employment Agreements provides for an annual salary that is
subject to periodic review and possible increase or up to a 25% decrease. If the
executive officer becomes permanently disabled and his Employment Agreement is
terminated by Dime for that reason, Dime will pay the individual his annual
salary for up to one year, less the maximum benefit available under Dime's
disability insurance coverage, and will generally continue to provide certain
benefits for the remaining term in effect.
Each of the Employment Agreements provides for SERP participation, with a
pension goal of not less than 50% of average SERP-covered compensation.
Each of the Employment Agreements provides that, if Dime terminates the
executive officer's employment without cause, he is generally entitled to a
continuation of his salary and certain benefits for a period of between six and
18 months, depending on his length of employment and his age at the time of
termination.
Each of the Employment Agreements provides for certain severance payments
and benefits following a change in control of Dime if the Employment Agreement
is terminated by (a) Dime without cause or (b) the executive officer during the
term in effect at the time of the change in control after a decrease in his
annual salary or a material downgrading in his duties or responsibilities. For
these purposes, a change in control is defined in the same manner as under the
Toal Agreement. The benefits to be provided to each of the executive officers in
such events will be (i) payment equal to three times the sum of the executive
officer's annual salary and target cash incentives for which he was eligible
immediately before the termination, and (ii) continuation of all life,
disability, medical and dental insurance coverage for the remaining term of the
Employment Agreement at the time of the termination (as long as continued
contributions are made by the executive officer). The Employment Agreements also
include a provision for continued exercisability of all vested stock options for
the remainder of their terms and continued vesting and exercisability of all
non-vested stock options as if there had not been a termination of service upon
a change in control (to the extent permitted by the relevant plan under which
the options were granted). The Employment Agreements additionally include a
provision for full vesting of SERP benefits, and a payment to make up any amount
forfeited under any qualified defined contribution plan of Dime Bancorp and the
related provisions of the Benefit Restoration Plan, in the event of a
termination of service triggering change in control benefits.
Miscellaneous. Each of the Toal Agreement, the Burriesci Agreement, the
Koons Agreement and the Employment Agreements provide that, if the amounts
become payable other than as a result of events following a change in control,
and if those amounts would be deemed to constitute parachute payments within the
meaning of Section 280G of the Code that would, when added to other similar
amounts, result in an excise tax under Section 4999 of the Code, they will be
reduced to avoid the imposition of such excise tax. However, the SERP benefit
described above will not be so reduced. In the event of a change in control, or
in the absence of a change in control, in the event that the SERP benefit
results in the imposition of such an excise tax (but after the reduction of
other benefits, as described above), Dime Savings will make an additional
payment or payments so as to provide the executive with the benefits he would
have received in the absence of such tax. Dime will not be entitled to a federal
income tax deduction for any "excess parachute payments," including any
additional amounts paid pursuant to the "gross-up" provisions of the respective
employment agreements with regard to such taxes.
Each of the foregoing employment agreements includes provisions
conditioning payments thereunder on compliance with statutory and regulatory
restrictions.
21
<PAGE> 25
Each of Messrs. Toal, Burriesci, Munoz and Daras participates in the Key
Executive Life Insurance/Death Benefit Plan of Dime Savings (the "Key Life
Plan"), which provides life insurance coverage during their employment generally
up to six times the sum of the named executive officer's base salary plus target
incentive amounts for the preceding year (three times such amount in the case of
Mr. Daras), for which the participant pays a scheduled premium. If the
participant terminates employment when eligible to "Retire" (for these purposes,
when the participant retires under the Retirement Plan or otherwise after
attaining age 55 and completing 5 years of service), the life insurance coverage
converts into the right to a death benefit in the same amount for each of the
named executive officers (67% of that amount for Mr. Daras), with no additional
contributions required by the participant. If the participant terminates
employment before he is eligible to Retire, the participant may continue life
insurance coverage until age 65 by paying the required premiums and, at that
age, can convert to such death benefit, to the extent such benefit has otherwise
vested. Vesting in the death benefit depends on service with Dime as a
participant in the Key Life Plan, with graded vesting over ten years and full
vesting upon retirement under the Retirement Plan or otherwise after attaining
age 55 and completing 5 years of service. Full vesting in the death benefit also
applies for certain participants (including all of the participating named
executive officers) in the event of certain "change in control" events, as
defined in the Key Life Plan, with other change in control events resulting in
full vesting only if the participant's service terminates involuntarily or after
a reduction in salary or a material downgrading in duties or responsibilities.
For Mr. Toal and Mr. Daras, full vesting occurred in connection with the Merger.
In addition to the severance payments and benefits described above, awards
of stock options, restricted stock, and certain other stock-based awards to Dime
employees, including the named executive officers, will generally vest upon a
change in control of Dime.
COMPARISON OF FIVE-YEAR RETURN TO STOCKHOLDERS
Set forth below is a line graph presentation comparing, for the period
commencing on the market close on December 31, 1992 through and including
December 31, 1997, the yearly percentage change in Dime's cumulative total
stockholder return with the cumulative total return of the Standard & Poor's
("S&P") 500 Stock Index and the S&P Financial Index.(1)
<TABLE>
<CAPTION>
Measurement Period 'Dime Bancorp, S&P Financial
(Fiscal Year Covered) Inc.' S&P 500 Index
<S> <C> <C> <C>
1992 100.00 100.00 100.00
1993 138.30 110.08 110.71
1994 131.91 111.53 106.81
1995 197.87 153.44 163.69
1996 251.06 188.52 220.47
1997 518.02 251.44 325.56
</TABLE>
- ---------------
(1) Assumes $100 invested on December 31, 1992 in each of Dime's Common Stock,
the S&P 500 Index, and the S&P Financial Index. Total return assumes
reinvestment of dividends and other distributions.
22
<PAGE> 26
CERTAIN TRANSACTIONS
Ira T. Wender, a director, is the sole owner of Ira T. Wender, P.C., which
has provided service as of counsel to the law firm of Patterson, Belknap, Webb &
Tyler LLP since January 1994. Patterson, Belknap, Webb & Tyler LLP provided
legal services to Dime in 1997 involving general corporate, commercial real
estate lending, litigation, executive compensation and employee benefit matters.
Dime has retained that firm to provide legal services during 1998 but cannot at
present reasonably estimate the amount of related legal fees to be incurred.
Derrick D. Cephas, a director, is a partner in the law firm of Cadwalader,
Wickersham & Taft. Dime has retained this firm to provide certain legal services
during 1998 but cannot at present reasonably estimate the amount of related
legal fees which may be incurred.
In January 1997, Dime Savings entered into an agreement with Teamwork
Management, Inc., a corporation wholly-owned by Richard W. Dalrymple, a director
of Dime ("TMI"), pursuant to which TMI provides Dime Savings with certain
executive recruiting services. During 1997, TMI was paid $121,145 in connection
with the services performed under this agreement. It is currently contemplated
that additional recruiting assignments may be given by Dime Savings to TMI in
the future pursuant to this agreement as the need arises. However, because the
nature and amount of such additional assignments, if any, are not currently
known, Dime cannot at present reasonably estimate the amount of any payments
that may be made to TMI in consideration for such future services.
LOANS TO MANAGEMENT
Directors and officers of Dime and its associates were customers of and had
transactions, including loans, with Dime Savings in the ordinary course of
business during 1997. All of such loans were made on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with unaffiliated persons (except that Dime Savings'
policy is to waive certain closing costs with respect to mortgage loans made to
employees), and none of such transactions involved more than the normal risk of
collectability or presented other unfavorable features.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires Dime Bancorp's directors and specified officers to
file reports of ownership and changes in ownership of their equity securities of
Dime with the Commission and the New York Stock Exchange and to furnish Dime
Bancorp with copies of all such reports.
Based solely upon a review of the copies of these Form 3, 4, and 5 reports
and amendments thereto received by Dime, and certain written representations
received from such persons (including former directors and executive officers,
as applicable), Dime believes that all applicable filing requirements were
complied with for 1997, and Dime does not know of any such persons who may have
failed to file on a timely basis any required Form, except as follows: Harold E.
Reynolds, an officer of Dime, did not timely file a Form 4 reflecting the
exercise of an option to purchase 3,333 shares of Common Stock of Dime on August
11, 1997 and the contemporaneous sale of such shares.
23
<PAGE> 27
STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth information as of January 31, 1998 (except
as noted below) as to Common Stock owned by (a) each of Dime Bancorp's current
directors, (b) each of the named executive officers, (c) all of Dime Bancorp's
directors and executive officers as a group, and (d) each person who, to Dime
Bancorp's knowledge, beneficially owned more than 5% of the outstanding Common
Stock.
<TABLE>
<CAPTION>
SHARES OF PERCENT OF
COMMON STOCK OUTSTANDING
BENEFICIALLY COMMON
NAME OF BENEFICIAL OWNER (AND ADDRESS OF OWNERS OF MORE THAN 5%) OWNED(1) STOCK
- ---------------------------------------------------------------- ------------ -----------
<S> <C> <C>
James M. Large, Jr............................................ 703,276 *
Lawrence J. Toal.............................................. 502,733(2) *
Derrick D. Cephas............................................. 4,000 *
Frederick C. Chen............................................. 16,860 *
J. Barclay Collins II......................................... 4,000 *
Richard W. Dalrymple.......................................... 48,549(3) *
James F. Fulton............................................... 12,435(4) *
Virginia M. Kopp.............................................. 15,024(5) *
John Morning.................................................. 9,680 *
Margaret Osmer-McQuade........................................ 24,150(6) *
Sally Hernandez-Pinero........................................ 1,100 *
Dr. Paul A. Qualben........................................... 27,006 *
Eugene G. Schulz, Jr.......................................... 14,158 *
Howard Smith.................................................. 53,000 *
Dr. Norman R. Smith........................................... 4,000 *
Ira T. Wender................................................. 19,875 *
Fred B. Koons................................................. 33,093 *
Anthony R. Burriesci.......................................... 66,620 *
Carlos R. Munoz............................................... 40,716 *
D. James Daras................................................ 101,306(3)(7) *
First Manhattan Co. .......................................... 5,867,535(8) 5.06%
437 Madison Avenue
New York, NY 10022
FMR Corp. .................................................... 8,580,734(9) 7.40%
82 Devonshire Street
Boston, MA 02109
All directors and executive officers as a group (23 persons)... 1,743,774(3) 1.50%
</TABLE>
- ---------------
* Less than 1%.
(1) The directors, nominees, executive officers, and group named in the table
above have sole or shared voting power or investment power with respect to
the shares listed in the table. Certain of such shares are restricted stock
that may be subject to repurchase by Dime Bancorp under certain
circumstances. The share amounts listed include shares of Common Stock that
the following persons have the right to acquire within 60 days from January
31, 1998: James M. Large, Jr., 429,334; Lawrence J. Toal, 356,767; each of
Frederick C. Chen, James F. Fulton, Virginia M. Kopp, John Morning, and
Margaret Osmer-McQuade, 4,275; each of Derrick D. Cephas, J. Barclay
Collins II, Richard W. Dalrymple, Dr. Paul A. Qualben, Eugene G. Schulz,
Jr., Howard Smith, and Dr. Norman R. Smith, 3,000; Fred B. Koons, 9,953;
Anthony R. Burriesci, 31,620; Carlos R. Munoz, 32,716; D. James Daras,
81,234; and all current directors and executive officers as a group,
995,965.
(2) Includes 334 shares held by Mr. Toal's spouse, as to which he disclaims
beneficial ownership.
(3) Includes shares held by the Trustee of the Retirement 401(k) Investment
Plan of Dime Bancorp with respect to the account of the individual or
certain members of the group based on reports dated as of December 31,
1997.
(4) Includes an aggregate of 832 shares owned by or in trust for Mr. Fulton's
spouse, as to which he disclaims beneficial ownership.
(5) Includes an aggregate of 3,000 shares owned by or in trust for Mrs. Kopp's
spouse, as to which she disclaims beneficial ownership.
(6) Includes [7,000] shares owned in trust for Ms. Osmer-McQuade's spouse, as
to which she disclaims beneficial ownership.
(7) Includes 2,100 shares owned in trust for Mr. Daras' spouse, as to which he
disclaims beneficial ownership.
(8) The information as to First Manhattan Co. ("First Manhattan") is derived
from a Schedule 13G, dated February 9, 1998, filed by First Manhattan,
which states that, as of December 31, 1997, First Manhattan had sole voting
power with regard to 686,423 of the shares indicated above, shared voting
power with regard to 4,999,923 of such shares, sole dispositive power with
regard to 686,423 of such shares, and shared dispositive power with regard
to 5,181,112 of such shares. The Schedule 13G also states that the shares
indicated above include 337,892 shares owned by family members of general
partners of First Manhattan reported for informational
24
<PAGE> 28
purposes and that First Manhattan disclaims dispositive power as to 253,337
of such shares and beneficial ownership as to 84,555 of such shares.
(9) The information as to FMR Corp. ("FMR") is derived from a Schedule 13G,
dated February 14, 1998, filed by FMR, Edward C. Johnson 3d ("ECJ"), and
Abigail P. Johnson (together with FMR and ECJ, the "Reporting Person"),
which states that, as of December 31, 1997, the Reporting Person, through
certain of its affiliates, had sole voting power with regard to 570,100 of
the shares indicated above, shared voting power with regard to none of such
shares, sole dispositive power with regard to 8,580,734 of such shares, and
shared dispositive power with regard to none of such shares. The Schedule
13G also states that the shares indicated above include 322,000 shares
beneficially owned by Fidelity International Limited to which FMR disclaims
beneficial ownership.
PROPOSAL 2:
AMENDMENTS TO THE DIME BANCORP, INC. 1991 STOCK INCENTIVE PLAN
Subject to the approval of Stockholders at the Annual Meeting, the Dime
Bancorp, Inc. 1991 Stock Incentive Plan (the "1991 Plan") has been amended in
order to (a) increase the number of shares of Common Stock available under the
1991 Plan and (b) limit the number of shares of Restricted Stock (as defined
below) that may be issued under the 1991 Plan (the "Proposed 1991 Plan
Amendments"). The Proposed 1991 Plan Amendments are described more fully below.
In addition, the remaining provisions of the 1991 Plan are also summarized
below.
PURPOSE OF THE PLAN
The 1991 Plan is intended to attract and retain employees who contribute to
Dime's success by their ability, ingenuity and industry and to enable such
employees to participate in the long-term success and growth of Dime by giving
them an equity interest in Dime Bancorp, as well as to encourage them to
identify with the interests of Stockholders. As discussed more fully below,
awards under the 1991 Plan may be in the form of (a) stock options ("Options"),
(b) SARs, (c) rights to purchase Restricted Stock, (d) Deferred Stock (as
defined below), (e) certain loans ("Plan Loans") and (f) tax offset payments
("Tax Offset Payments"). An officer or employee may be granted one or more types
of awards, which may be independent or granted in tandem. If two awards are
granted in tandem, the recipient may exercise (or otherwise receive the benefit
of) one award only to the extent that he or she relinquishes the tandem award.
The Board of Directors believes that stock-based incentives are important
factors in attracting, retaining and motivating officers and employees. Thus, in
order to be able to continue to emphasize stock-based incentives for officers
and employees of Dime in light of the increase in Dime's size as a result of
both internal growth and recent acquisitions (i.e., North American) and in order
for such incentives to be tailored to changing business conditions, the Board of
Directors is recommending that Stockholders approve an increase in the number of
available shares of Common Stock under the 1991 Plan and the other changes
described herein.
SHARES
In addition to the 1991 Plan, Dime Bancorp maintains several other plans
under which individual stock option and other stock-based awards to employees
may be made. However, of these plans, only the 1991 Plan and the Dime Bancorp,
Inc. 1992 Stock Option Plan (formerly Anchor Bancorp, Inc. 1992 Stock Option
Plan) (the "1992 Plan") currently provide for the granting of stock-based awards
to senior management((1)), and if the Proposed 1991 Plan Amendments are
approved, no further grants will be made under the 1992 Plan and the shares of
Common Stock previously reserved for issuance in connection with the 1992 Plan,
and not issued and outstanding or subject to outstanding awards thereunder, will
be canceled. The aggregate number of shares of Common Stock that remained
available for grant under the 1991 Plan as of [January 31, 1998] was [299,707]
shares.
- ---------------
(1) Dime Bancorp also maintains the 1993 Employee Stock Purchase Plan, a
broad-based plan that provides all eligible employees (including members of
senior management) with the opportunity to purchase shares of Common Stock
from Dime.
25
<PAGE> 29
The Proposed 1991 Plan Amendments would increase the number of shares of
Common Stock available for distribution under the 1991 Plan by 5,000,000, or
[4.31]% of the total number of issued and outstanding shares of Common Stock as
of [January 31, 1998]. Therefore, if the Proposed 1991 Plan Amendments are
approved, there will be [8,161,778] shares of Common Stock available for
issuance under the 1991 Plan (representing [7.04]% of the total number of issued
and outstanding shares of Common Stock as of [January 31, 1998]). Of these
shares of Common Stock, [2,862,071] shares are already the subject of
outstanding grants previously awarded under the 1991 Plan but not yet exercised.
The amended 1991 Plan continues to provide that shares of Common Stock
awarded under the 1991 Plan consist of, in whole or in part, authorized and
unissued shares or treasury shares. If an Option is surrendered, canceled or
terminated prior to exercise, or an award other than an Option is surrendered,
canceled or terminated without the participant having received payment of the
award in shares of Common Stock, or shares of Common Stock awarded are
surrendered, canceled or repurchased by Dime Bancorp at less than fair market
value or forfeited, the shares of Common Stock subject to such Option or other
award will again become available for distribution under the amended 1991 Plan.
The exercise of an SAR for cash or the payment of any other award in cash will
not count against the number of shares of Common Stock reserved and available
for distribution under the amended 1991 Plan.
The Proposed 1991 Plan Amendments would not modify the existing limit on
the number of shares of Common Stock available for issuance to any single
officer or employee eligible to receive an award of Options or SARs under the
1991 Plan. That limit will remain at 1,250,000 shares of Common Stock with
respect to Options (including Options previously granted under the 1991 Plan,
whether or not outstanding), with a similar limit of SARs related to 1,250,000
shares of Common Stock under the 1991 Plan (including SARs previously granted
under the 1991 Plan).
On [Friday, January 30, 1998], the closing price on the New York Stock
Exchange for one share of Common Stock was $[28.00].
LIMITATION ON RESTRICTED STOCK
The Proposed 1991 Plan Amendments would establish a limit on the aggregate
number of shares of Restricted Stock that may be purchased under the 1991 Plan.
This limitation would provide that the aggregate number of shares of Restricted
Stock outstanding on the date of the Annual Meeting (but not thereafter
forfeited or repurchased) or made available in the future for purchase under the
1991 Plan or any other stock incentive plans maintained by Dime will not exceed
2% of the outstanding shares of Common Stock of Dime at the time the grant of
the right to purchase the Restricted Stock is made.
ADMINISTRATION
The amended 1991 Plan will continue to be administered by the Compensation
Committee. The Compensation Committee will remain authorized, among other
things, to (a) grant awards with such terms and conditions as may be consistent
with the 1991 Plan to eligible employees selected by the Compensation Committee,
(b) adopt, alter and repeal such administrative rules, guidelines and practices
governing the 1991 Plan as it shall deem advisable, (c) interpret the terms and
conditions of the 1991 Plan and any award granted thereunder and (d) otherwise
supervise the administration of the 1991 Plan. The Compensation Committee may
from time to time delegate to one or more officers of Dime Bancorp or any
Related Company (as defined below) any or all of its authority in connection
with the amended 1991 Plan, except with respect to awards to persons subject to
Section 16 of the Exchange Act.
PARTICIPATION
Awards under the amended 1991 Plan may continue to be made to officers and
other employees of Dime Bancorp or of an entity in which Dime Bancorp
beneficially owns, directly or indirectly, at least a 20% interest (a "Related
Company"). Awards may not be granted to any director of Dime Bancorp or a
Related Company unless such director is also an employee of Dime Bancorp or a
Related Company. The participants in the amended 1991 Plan will continue to be
selected from among those eligible in the sole discretion of the
26
<PAGE> 30
Compensation Committee. As of [January 31, 1998], there were [6,433] officers
and employees of Dime Bancorp and its Related Companies.
AWARDS UNDER THE AMENDED 1991 PLAN
The Compensation Committee will continue to have the authority to grant the
following types of awards under the amended 1991 Plan: (1) Options; (2) SARs;
(3) rights to purchase Restricted Stock; (4) Deferred Stock; (5) Plan Loans; and
(6) Tax Offset Payments.
1. Stock Options. The amended 1991 Plan continues to provide for the grant
of Options to purchase Common Stock intended to qualify as incentive stock
options ("ISOs") under Section 422 of the Code and Options that do not so
qualify ("Non-Qualified Options"). Options may be granted for the purchase of
such number of shares of Common Stock as the Compensation Committee determines
and may be granted alone or in tandem with other awards under the 1991 Plan.
An Option will be exercisable at such times, over such term and subject to
such terms and conditions as the Compensation Committee determines. The exercise
price for any Option will be determined by the Compensation Committee, provided
that, with respect to persons subject to Section 16 of the Exchange Act, the
exercise price will not be less than 50% of the fair market value of the number
of shares of Common Stock covered by such Option as of the date of grant. (To
date, no Option awards have been made at an exercise price of less than fair
market value as of the date of grant.) Notwithstanding the foregoing, the
exercise price of an ISO may not be less than 100% of the fair market value of
the number of shares of Common Stock covered by such Option as of the date of
grant, and an ISO may not be exercisable more than ten years after the date it
is awarded nor be awarded more than ten years after the date the Proposed 1991
Plan Amendments were adopted. Payment of the exercise price of any Option may be
made in such manner as the Compensation Committee may provide, including cash,
delivery of shares of Common Stock already owned or subject to award under the
1991 Plan or any other manner determined by the Compensation Committee. The
Compensation Committee may provide that all or a portion of the shares of Common
Stock received upon exercise of an Option that are paid for using Restricted
Stock or Deferred Stock awarded under the amended 1991 Plan will be restricted
or deferred in accordance with the original terms of such Restricted Stock or
Deferred Stock. The Compensation Committee may also permit the surrender of
Options for cash.
If an optionee's employment terminates by reason of death, disability,
retirement or otherwise prior to the expiration of the stated term of the
Option, the Option will thereafter remain exercisable for the period, if any,
determined by the Compensation Committee. The Compensation Committee may provide
that, notwithstanding the term of the Option fixed by the Compensation
Committee, an Option that is outstanding on the date of an optionee's death will
remain outstanding for an additional period after the date of such death.
Options will not be transferable except by will or the laws of descent and
distribution.
2. SARs. SARs may continue to be granted alone or in tandem with Options
or other awards under the amended 1991 Plan upon such terms and conditions as
the Compensation Committee may determine. (To date, only tandem SARs have been
granted.) Upon the exercise of SARs, Dime Bancorp will pay to the employee, in
cash, Common Stock or a combination thereof (the method of payment to be at the
discretion of the Compensation Committee), an amount equal to the excess of the
fair market value of one share of Common Stock on the exercise date over an
amount determined by the Compensation Committee, multiplied by the number of
SARs being exercised. In addition, the Compensation Committee may continue to
grant limited SARs under the amended 1991 Plan that will be exercisable only
within the 60-day period following the occurrence of certain specified changes
in ownership or control of Dime Bancorp or certain of its subsidiaries. In
awarding SARs or limited SARs, the Compensation Committee may provide that, in
the event of certain changes in ownership or control of Dime Bancorp or certain
of its subsidiaries, SARs or limited SARs may be paid on the basis generally of
the highest price paid for the Common Stock during the 90-day period ending on
the day of such change in ownership or control.
3. Restricted Stock. The amended 1991 Plan continues to provide for the
sale of Common Stock that is subject to such restrictions as are determined by
the Compensation Committee ("Restricted Stock"). However, as amended by the
Proposed 1991 Plan Amendments, the 1991 Plan will also provide that the
27
<PAGE> 31
aggregate number of shares of Restricted Stock outstanding on the date of the
Annual Meeting (but not thereafter forfeited or repurchased) or made available
in the future under the 1991 Plan or under any other stock incentive plans
maintained by Dime will not exceed 2% of the outstanding shares of Common Stock
at the time the grant of the right to purchase Restricted Stock is made.
Restricted Stock may be granted alone or in tandem with other awards under the
1991 Plan. The vesting of Restricted Stock may be conditioned upon the
purchaser's completion of a specified period of service with Dime Bancorp or a
Related Company, the attainment of specific performance goals or such other
criteria as the Compensation Committee may determine. The restrictions and other
provisions related to Restricted Stock may vary from participant to participant.
In making a grant of the right to purchase Restricted Stock, the
Compensation Committee will determine the purchase price, which may not be less
than the par value of one share of Common Stock. During the restriction period
(i.e., the period prior to the vesting of the Restricted Stock), the employee
may not sell, transfer, pledge, assign or otherwise encumber the Restricted
Stock, except as may be permitted by the Compensation Committee. Except as may
otherwise be provided by the Compensation Committee, upon the termination of the
employee's employment for any reason during the restriction period or if the
conditions to vesting are not satisfied, all Restricted Stock that has not
vested will be subject to forfeiture. Upon any forfeiture of Restricted Stock,
as described in the immediately preceding sentence, Dime Bancorp will return to
the participant an amount of cash equal to the lower of: (a) the purchase price
paid by the employee to Dime Bancorp for the Restricted Stock so forfeited or
(b) the fair market value of such Restricted Stock on the date of forfeiture.
During the restriction period, the employee will have the right to vote the
Restricted Stock and to receive any cash dividends payable in respect thereof if
so provided by the Compensation Committee. Stock dividends payable in respect of
Restricted Stock or stock received with respect to Restricted Stock as a result
of a stock split will be treated as additional shares of Restricted Stock and
will be subject to the same terms and conditions as the Restricted Stock on
which such stock dividends were paid or with respect to which such stock split
occurs, if so provided by the Compensation Committee.
4. Deferred Stock. Under the amended 1991 Plan, the Compensation Committee
may continue to award shares of Common Stock subject to the satisfaction of
certain conditions prior to the expiration of a specified period of time (the
"Deferral Period") as may be determined by the Compensation Committee ("Deferred
Stock"). Deferred Stock may continue to be granted alone or in tandem with other
awards under the amended 1991 Plan. The Compensation Committee may condition the
award of Deferred Stock, or the receipt of Common Stock or cash at the end of
the Deferral Period, upon the attainment of specified performance goals or such
other criteria as the Compensation Committee may determine. The provisions
related to a grant of Deferred Stock may vary from participant to participant.
The Compensation Committee may grant Deferred Stock without payment
therefor. Upon satisfaction of the specified conditions prior to the expiration
of the Deferral Period, the award will be paid in such number of shares of
Common Stock as are covered by the award, cash equal to the fair market value of
such stock or a combination thereof, as provided by the Compensation Committee.
During the Deferral Period, the employee may not sell, transfer, pledge, assign
or otherwise encumber the Deferred Stock, except as permitted by the
Compensation Committee. In the event of an employee's termination of employment
before the expiration of the Deferral Period, the employee's Deferred Stock may
be forfeited, except as may otherwise be provided by the Compensation Committee.
Deferred Stock will carry no voting rights until such time as Common Stock is
actually issued in respect thereof.
5. Plan Loans. The Compensation Committee may continue to provide that
Dime Bancorp will make, or arrange for, a Plan Loan to an employee with respect
to the exercise of any Option granted under the 1991 Plan, with respect to the
payment of the purchase price of any Restricted Stock under the 1991 Plan, with
respect to any taxes arising from an award under the 1991 Plan or any
combination thereof. However, the maximum amount of any such Plan Loan may not
be more than the amount of taxes arising from an award plus the excess, if any,
of the purchase or exercise price of an award over the par value of any shares
of Common Stock awarded. The Compensation Committee, in accordance with all
applicable laws and regulations, will determine the amount and terms of any such
Plan Loan.
28
<PAGE> 32
6. Tax Offset Payments. The Compensation Committee may continue to provide
for a Tax Offset Payment by Dime to an eligible employee not in excess of the
amount necessary to pay the federal, state, local and other taxes payable with
respect to any award and the receipt of the Tax Offset Payment, assuming the
employee is taxed at the maximum tax rate applicable to such income. The Tax
Offset Payment may be paid in cash, Common Stock or a combination thereof, as
determined by the Compensation Committee.
DIVIDENDS AND DIVIDEND EQUIVALENTS
The Compensation Committee will continue to have discretion to determine
with respect to any award under the amended 1991 Plan (including Options) that
an amount equal to any dividend declared on the Common Stock (a) will be paid to
the employee currently, (b) will be deferred and deemed to be reinvested, (c)
will otherwise be credited to the employee, or (d) will not be paid or credited
to the employee.
CHANGE IN CONTROL PROVISIONS
Upon the occurrence of certain changes in ownership or control of Dime
Bancorp or certain of its subsidiaries, unless otherwise determined by the
Compensation Committee at the time of grant or by amendment (with the holder's
consent) of such grant, generally (a) all outstanding Options and SARs which are
not then exercisable will become fully exercisable and vested and (b) the
restrictions and deferral limitations applicable to outstanding Restricted Stock
and Deferred Stock will lapse and such shares and awards will be deemed fully
vested.
DEFERRAL OF AWARDS
Under the amended 1991 Plan, the Compensation Committee, upon such terms as
it shall determine, may continue to permit an employee to elect to defer receipt
of an award for a specified period or until a specified event.
WITHHOLDING
Under the amended 1991 Plan, each employee who has received an award will
continue to be required to pay Dime (or otherwise make arrangements satisfactory
to the Compensation Committee for the payment of) any federal, state, local or
other taxes of any kind required by law to be withheld with respect to any such
award. Dime Bancorp or, as applicable, any Related Company has the right to
deduct any such taxes from any payment of any kind otherwise due to the
employee. Further, to the extent permitted by the Compensation Committee, an
employee may irrevocably elect to have his or her tax withholding liability
satisfied (i) by transferring already-owned shares of Common Stock to Dime
Bancorp, (ii) by having Dime Bancorp withhold shares of Common Stock otherwise
deliverable to the employee with respect to any award under the 1991 Plan, or
(iii) a combination of (i) and (ii) above.
AMENDMENT OR DISCONTINUANCE
The amended 1991 Plan will continue to provide that it may be discontinued
or from time to time amended by the Board of Directors or the Compensation
Committee, except that no amendment or discontinuation may adversely affect any
outstanding award without the holder's written consent. Amendments may be made
without Stockholder approval, except as required to satisfy certain regulations
under Section 16 of the Exchange Act or other regulatory requirements.
ADJUSTMENTS
Pursuant to the terms of the amended 1991 Plan, in the case of a merger,
reorganization, recapitalization, stock dividend, stock split, spin off,
distribution of assets or other change in Dime Bancorp's corporate structure
affecting Common Stock, appropriate adjustments will be made by the Compensation
Committee, in its sole discretion, in (i) the aggregate number of shares of
Common Stock reserved for issuance under the 1991 Plan, (ii) the aggregate
number of shares of Common Stock available for distribution to any individual
employee with respect to Options awarded under the 1991 Plan, (iii) the
aggregate number of shares of
29
<PAGE> 33
Common Stock that relate to SARs that may be granted to any individual employee
under the 1991 Plan, (iv) the identity of the securities to be issued, (v) the
number of shares of Common Stock subject to awards then outstanding under the
1991 Plan and, where applicable, (vi) the amount to be paid by the participant,
Dime Bancorp or any Related Company, as the case may be, with respect to
outstanding awards under the 1991 Plan.
DURATION
The amended 1991 Plan will provide that no awards may be made thereunder
after [March 27, 2008.]
FEDERAL INCOME TAX CONSEQUENCES
The following is a summary of certain federal income tax consequences of
awards made under the 1991 Plan based upon the laws in effect on the date
hereof.
1. ISOs. No federal taxable income should be recognized by the optionee
upon the grant or exercise of an ISO. If no disqualifying disposition of the
shares of Common Stock acquired upon exercise of an ISO is made within two years
of the date of grant or within one year after the transfer of the shares to the
participant, then: (a) upon the sale of the shares, any amount realized in
excess of the exercise price of the Option will be taxed as a long-term capital
gain and (b) no deduction will be allowed to Dime for federal income tax
purposes. The exercise of an ISO may result in an alternative minimum tax
liability.
If Common Stock acquired upon the exercise of an ISO is disposed of prior
to the expiration of the holding periods described above, then generally: (a)
the participant will recognize ordinary income in an amount equal to the excess,
if any, of the fair market value of the shares at exercise (or, if less, the
amount realized on the disposition of the shares) over the exercise price of the
Option and (b) Dime will be entitled to deduct any such recognized amount. Any
further gain recognized by the participant will be taxed as short-term or
long-term capital gain, as the case may be, and will not result in any deduction
by Dime.
2. Non-Qualified Options. Except as noted below, with respect to
Non-Qualified Options: (a) no federal taxable income should be recognized by the
optionee at the time the Option is granted; (b) generally upon exercise of the
Option, the participant recognizes ordinary income in an amount equal to the
difference between the exercise price of the Option and the fair market value of
the shares on the date of exercise and Dime will be entitled to a tax deduction
in the same amount; and (c) at disposition, generally any appreciation (or
depreciation) after the date of exercise is treated by the participant either as
long-term or short-term capital gain (or loss), depending upon the length of
time that the participant has held the shares. Dime's tax deduction upon the
exercise of a Non-Qualified Option by certain executive officers may be subject
to the limitations of Section 162(m) of the Code if the Non-Qualified Option was
granted with an exercise price less than the fair market value of the Common
Stock on the date of grant.
3. SARs. No federal taxable income will be recognized by a participant in
connection with the grant of an SAR. Except as noted below, when the SAR is
exercised, the participant will generally be required to recognize as ordinary
income in the year of exercise an amount equal to the amount of cash and the
fair market value of any shares of Common Stock received. At the time that the
participant recognizes ordinary income as a result of the exercise of an SAR,
Dime will be entitled to a deduction in the amount included in the participant's
income. If the participant receives Common Stock upon exercise of an SAR, the
post-exercise appreciation will be treated in the same manner discussed above
under "Non-Qualified Options."
4. Restricted Stock. A participant receiving Restricted Stock generally
will recognize ordinary income in the amount of the fair market value of the
Restricted Stock at the time the stock is no longer subject to forfeiture, less
the consideration paid for the Restricted Stock. However, a participant may
elect, under Section 83(b) of the Code, to recognize ordinary income on the date
of grant equal to the excess of the fair market value of the shares as of such
date (determined without regard to the restrictions) over their purchase price.
With respect to the sale of shares after the forfeiture period has expired, the
holding period to determine whether the participant has long-term or short-term
capital gain generally begins when the restriction period expires, and the tax
basis for such shares will generally be based on the fair market value of such
shares on
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such date. However, if the participant makes an election under Section 83(b) of
the Code, the holding period will generally commence immediately following the
purchase of the Restricted Stock and the tax basis generally will be equal to
the fair market value of the shares on the date of purchase (determined without
regard to restrictions). Dime generally will be entitled to a deduction equal to
the amount that is taxable as ordinary income to the participant in the year
that such income is taxable.
5. Deferred Stock. A participant receiving Deferred Stock generally will
recognize ordinary income equal to the fair market value of the Deferred Stock
on the date that the Deferred Stock is distributed to the participant, and the
capital gain holding period for such stock will also commence on that date. Dime
generally will be entitled to a deduction in the same amount as the amount of
ordinary income recognized by the participant in the year that such income is
taxable.
6. Special Rules Applicable to Corporate Insiders. Generally, except where
an election under Section 83(b) of the Code is made or in the case of ISOs, an
individual subject to Section 16(b) of the Exchange Act or to restrictions
relating to "pooling of interests" accounting who receives Common Stock in
connection with an award may not become subject to tax at the times discussed
above, but may have the amount of income calculated (and recognized) based on
the fair market value of the Common Stock at a later date.
7. Dividends and Dividend Equivalents. Dividends paid on Restricted Stock
prior to the date on which the forfeiture restrictions lapse generally will be
treated as compensation that is taxable as ordinary income to the participant
and will be deductible by Dime. If, however, the participant makes an election
under Section 83(b) of the Code, the dividends will be taxable as ordinary
income to the participant but will not be deductible by Dime. If dividend
equivalents are credited with respect to Deferred Stock awards, the participant
generally will recognize ordinary income when the dividend equivalents are paid
and Dime will be entitled to a deduction at that time.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR
THE APPROVAL OF THE PROPOSED AMENDMENTS TO THE DIME BANCORP, INC. 1991 STOCK
INCENTIVE PLAN AS SET FORTH IN PROPOSAL 2. THE AFFIRMATIVE VOTE OF A MAJORITY OF
THE VOTES PRESENT, IN PERSON OR BY PROXY, AT THE ANNUAL MEETING IS REQUIRED TO
APPROVE PROPOSAL 2.
PROPOSAL 3:
AMENDMENTS TO THE DIME BANCORP, INC.
1997 STOCK INCENTIVE PLAN FOR OUTSIDE DIRECTORS
Subject to the approval of Stockholders at the Annual Meeting, the Dime
Bancorp, Inc. 1997 Stock Incentive Plan for Outside Directors (the "1997 Outside
Director Plan") has been amended in order to (a) eliminate automatic initial and
annual grants of Non-Qualified Options and rights to purchase Restricted Stock
to Outside Directors (as defined below), (b) provide, instead of such automatic
grants, for discretionary grants of Non-Qualified Options, SARs, rights to
purchase Restricted Stock, and Deferred Stock to Outside Directors, (c) modify
the purchase price for shares of Restricted Stock, and (d) limit the number of
shares of Restricted Stock that may be issued under the amended 1997 Outside
Director Plan (the "Proposed 1997 Plan Amendments"). The Proposed 1997 Plan
Amendments are described more fully below. The remaining provisions of the 1997
Outside Director Plan, which are summarized below, continue in effect.
PURPOSE OF THE PLAN
The 1997 Outside Director Plan is intended to attract and retain Outside
Directors, to enable such directors to participate in the long-term success and
growth of Dime Bancorp and to help align the financial interests of Outside
Directors with those of Stockholders. As discussed more fully below, if the
Proposed 1997 Plan Amendments are approved, awards under the amended 1997
Outside Director Plan may be in the form of Non-Qualified Options, SARs, rights
to purchase Restricted Stock, and Deferred Stock, all of which may
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be made at the discretion of the Board. An Outside Director may be granted one
or more types of awards, which may be independent or granted in tandem. If two
awards are granted in tandem, the recipient may exercise (or otherwise receive
the benefit of) one award only to the extent he or she relinquishes the tandem
award.
SHARES
The amended 1997 Outside Director Plan will continue to have a maximum
number of shares of Common Stock reserved and available for issuance equal to
350,000 shares, or less than 1% of the outstanding Common Stock as of [January
31, 1998]. Shares of Common Stock awarded under the amended 1997 Outside
Director Plan will continue to consist, in whole or in part, of authorized and
unissued shares or treasury shares. If a Non-Qualified Option awarded under the
1997 Outside Director Plan is surrendered or canceled, or expires or terminates
prior to exercise, or an award other than an Option is surrendered, canceled or
terminated without the recipient having received payment of the award in shares
of Common Stock, or if shares of Restricted Stock are repurchased by Dime
Bancorp at less than fair market value or forfeited, the shares of Common Stock
subject to such Non-Qualified Option or other award or, as appropriate, the
Restricted Stock will again become available for issuance under the amended 1997
Outside Director Plan. The exercise of an SAR for cash or the payment to any
Outside Director of any other award in cash will not count against the number of
shares of Common Stock reserved and available for issuance under the amended
1997 Outside Director Plan.
LIMITATION ON RESTRICTED STOCK
The Proposed 1997 Plan Amendments will establish a limit on the aggregate
number of shares of Restricted Stock that may be purchased under the amended
1997 Outside Director Plan and any other stock incentive plan maintained by Dime
Bancorp. This limitation will provide that the aggregate number of shares of
Restricted Stock outstanding on the date of the Annual Meeting (but not
thereafter forfeited or repurchased) or made available in the future for
purchase under the amended 1997 Outside Director Plan or under any other stock
incentive plans maintained by Dime will not exceed 2% of the outstanding shares
of Common Stock of Dime at the time the grant of the right to purchase the
Restricted Stock is made.
ADMINISTRATION
The amended 1997 Outside Director Plan will continue to be administered by
the Board of Directors. The Board of Directors will retain the authority to
adopt, amend, and rescind administrative rules regarding the amended 1997
Outside Director Plan and to construe and interpret the amended 1997 Outside
Director Plan, as well as the administrative rules regarding, and the grant
letters evidencing awards under, such plan. In general, the Board of Directors
may from time to time delegate to one or more officers, or to a committee or
subcommittee of Dime or the Board, any of the Board's authority granted in
connection with the amended 1997 Outside Director Plan.
PARTICIPATION
Awards under the amended 1997 Outside Director Plan may continue to be made
to members of the Board of Directors or members of the board of directors of any
Eligible Subsidiary (as defined below), provided such board member is not an
employee of Dime Bancorp or any entity in which Dime Bancorp owns, directly or
indirectly, at least a 20% beneficial ownership interest (each such person, an
"Outside Director"). For purposes of the amended 1997 Outside Director Plan, an
"Eligible Subsidiary" will continue to mean any corporation, partnership, joint
venture or other entity in which Dime Bancorp has, directly or indirectly, a
greater than 50% beneficial ownership interest. As of [January 31, 1998], there
are 15 Outside Directors of Dime Bancorp eligible to participate in the amended
1997 Outside Director Plan. As of [January 31, 1998], the Board of Directors has
not made any awards under the 1997 Outside Director Plan to any Outside Director
of an Eligible Subsidiary.
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AWARDS UNDER THE 1997 OUTSIDE DIRECTOR PLAN
Prior Stock-Based Awards
Prior to the adoption of the Proposed 1997 Plan Amendments, awards to
Outside Directors under the 1997 Outside Director Plan consisted of grants of
Non-Qualified Options to purchase 3,000 shares of Common Stock and the right to
purchase 1,000 shares of Restricted Stock to each individual who first became an
Outside Director of Dime Bancorp on or after January 1, 1997 and an automatic
annual award to each Outside Director of Dime Bancorp of a Non-Qualified Option
to purchase 1,500 shares of Common Stock to be made one month following each
annual meeting of Stockholders during the term of the 1997 Outside Director Plan
(with similar rights by the Board to make such grants to Outside Directors of
Eligible Subsidiaries).
The Non-Qualified Options (with an exercise price equal to the closing
price of the Common Stock on the date of grant) generally vest, as long as
service continues, pro-rata over three years, with full vesting on death,
disability or termination of service after the later of age 65 or the completion
of five years of service as an Outside Director, and full vesting on certain
changes in ownership or control of Dime Bancorp or certain of its subsidiaries.
The Non-Qualified Options have 11 year terms, and limits apply on the period
after termination of service during which Non-Qualified Options can be
exercised. Restricted Stock previously granted had a $1.00 per share purchase
price, and their restrictions lapse (as long as service continues) over five
years, with similar lapse of restrictions on death, disability or termination of
service after the later of age 65 or the completion of five years of service as
an Outside Director or upon certain changes in ownership or control of Dime
Bancorp or certain of its subsidiaries.
Future Stock-Based Awards
As a result of certain changes to the federal securities laws and
regulations, discretionary stock-based awards may be made to Outside Directors
without causing such stock-based awards to fail to comply with the rules
promulgated under Section 16(b) of the Exchange Act. After review and
deliberation, the Board of Directors determined that it was desirable to have
greater flexibility in making future stock-based awards to Outside Directors in
order to further align the interests of the Board with those of the Stockholders
and in light of changes in Dime's compensation philosophy and thus determined to
amend the 1997 Outside Director Plan to eliminate automatic grants and instead
to permit the Board of Directors, in its sole discretion, to grant stock-based
awards to Outside Directors from time to time. Thus, following the adoption of
the Proposed 1997 Plan Amendments, and subject to the approval of Stockholders,
all formula-based stock awards will cease and awards under the amended 1997
Outside Director Plan may consist of discretionary grants of one or more of the
following: (1) Non-Qualified Options, (2) SARs, (3) rights to purchase
Restricted Stock, and/or (4) Deferred Stock, as described below.
1. Stock Options. Non-Qualified Options may be granted for the purchase of
such number of shares of Common Stock as the Board of Directors may determine
and may be granted alone or in tandem with other awards under the amended 1997
Outside Director Plan.
A Non-Qualified Option will be exercisable at such times, over such term
and subject to such terms and conditions as the Board of Directors determines.
The exercise price for any Non-Qualified Option will be determined by the Board
of Directors. Payment of the exercise price of any Non-Qualified Option may be
made in such manner as the Board of Directors may provide, including cash,
delivery of shares of Common Stock already owned or subject to award under the
amended 1997 Outside Director Plan or any other manner determined by the Board
of Directors. The Board of Directors may provide that all or a portion of the
shares of Common Stock received upon exercise of a Non-Qualified Option that are
paid for using Restricted Stock or Deferred Stock awarded under the amended 1997
Outside Director Plan will be restricted or deferred in accordance with the
original terms of such Restricted Stock or Deferred Stock. The Board may also
permit the surrender of Non-Qualified Options for cash.
If an Outside Director's service terminates by reason of death, disability,
retirement or otherwise prior to the expiration of the stated term of the
Non-Qualified Option, the Non-Qualified Option will thereafter
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remain exercisable for the period, if any, determined by the Board of Directors.
The Board of Directors may provide that, notwithstanding the term of the Option
fixed by the Board of Directors, a Non-Qualified Option that is outstanding on
the date of an optionee's death will remain outstanding for an additional period
after the date of such death.
2. SARs. SARs may be granted alone or in tandem with Non-Qualified Options
or other awards under the amended 1997 Outside Director Plan upon such terms and
conditions as the Board of Directors may determine. Upon the exercise of SARs,
Dime Bancorp will pay to the Outside Director, in cash, Common Stock or a
combination thereof (the method of payment to be at the discretion of the Board
of Directors), an amount equal to the excess of the fair market value of one
share of Common Stock on the exercise date over an amount determined by the
Board of Directors, multiplied by the number of SARs being exercised. In
addition to the foregoing SARs, the Board of Directors may grant limited SARs
that will be exercisable only within the 60-day period following the occurrence
of certain specified changes in ownership or control of Dime Bancorp or certain
of its subsidiaries. In awarding SARs or limited SARs, the Board may provide
that, in the event of certain changes in ownership or control of Dime Bancorp or
certain of its subsidiaries, SARs or limited SARs may be paid on the basis
generally of the highest price paid for the Common Stock during the 90-day
period ending on the day of such change in ownership or control.
3. Restricted Stock. The amended 1997 Outside Director Plan provides for
the sale of Restricted Stock. Rights to purchase Restricted Stock may be granted
alone or in tandem with other awards under the amended 1997 Outside Director
Plan. However, as described above, if the Proposed 1997 Plan Amendments are
approved, the amended 1997 Outside Director Plan will provide that the aggregate
number of shares of Restricted Stock outstanding on the date of the Annual
Meeting (but not thereafter forfeited or repurchased) or made available in the
future for purchase under the amended 1997 Outside Director Plan or under any
other stock incentive plans maintained by Dime will not exceed 2% of the
outstanding shares of Common Stock at the time the grant of the right to
purchase the Restricted Stock is made. The vesting of Restricted Stock may be
conditioned upon the purchaser's completion of a specified period of service as
an Outside Director, the attainment of specific performance goals or such other
criteria as the Board of Directors may determine. The restrictions and other
provisions related to Restricted Stock may vary from participant to participant.
The Proposed 1997 Plan Amendments provide that, in making a grant of the
right to purchase Restricted Stock, the Board of Directors will determine the
purchase price, which may not be less than the par value of one share of Common
Stock. During the restriction period (i.e., the period prior to the vesting of
the Restricted Stock), the Outside Director may not sell, transfer, pledge,
assign or otherwise encumber the Restricted Stock, except as may be permitted by
the Board of Directors. Except as may otherwise be provided by the Board of
Directors, upon the termination of the Outside Director's service for any reason
during the restriction period or if the conditions to vesting are not satisfied,
all Restricted Stock that has not vested will be subject to forfeiture. Upon any
such forfeiture of Restricted Stock, Dime Bancorp will return to the Outside
Director an amount of cash equal to the lesser of: (a) the purchase price paid
by the Outside Director to Dime Bancorp for the Restricted Stock so forfeited or
(b) the fair market value of such Restricted Stock on the date of forfeiture.
During the restriction period, the Outside Director will have the right to vote
the Restricted Stock and to receive any cash dividends payable in respect
thereof if so provided by the Board of Directors. Stock dividends payable in
respect of Restricted Stock or stock received with respect to Restricted Stock
as a result of a stock split will be treated as additional shares of Restricted
Stock and will be subject to the same terms and conditions as the Restricted
Stock on which such stock dividends were paid or with respect to which such
stock split occurred, if so provided by the Board of Directors.
4. Deferred Stock. Deferred Stock may be granted alone or in tandem with
other awards under the amended 1997 Outside Director Plan. The Board of
Directors may condition the award of Deferred Stock, or the receipt of Common
Stock or cash at the end of the Deferral Period, upon the attainment of
specified performance goals or such other criteria as the Board of Directors may
determine. The provisions related to a grant of Deferred Stock may vary from
participant to participant.
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The Board of Directors may grant Deferred Stock without payment therefor.
Upon satisfaction of the specified conditions prior to the expiration of the
Deferral Period, the award will be paid in such number of shares of Common Stock
as are covered by the award, cash equal to the fair market value of such stock
or a combination thereof, as provided by the Board of Directors. During the
Deferral Period, the Outside Director may not sell, transfer, pledge, assign or
otherwise encumber the Deferred Stock, except as permitted by the Board of
Directors. In the event of an Outside Director's termination of service before
the expiration of the Deferral Period, the Outside Director's Deferred Stock may
be forfeited, except as may otherwise be provided by the Board of Directors.
Deferred Stock will carry no voting rights until such time as Common Stock is
actually issued in respect thereof.
DIVIDENDS AND DIVIDEND EQUIVALENTS
The Board of Directors will have discretion to determine with respect to
any award under the amended 1997 Outside Director Plan (including Non-Qualified
Options) that an amount equal to any dividend declared on the Common Stock (a)
will be paid to the Outside Director currently, (b) will be deferred and deemed
to be reinvested, (c) will otherwise be credited to the Outside Director, or (d)
will not be paid or credited to the Outside Director.
CHANGE IN CONTROL PROVISIONS
Upon the occurrence of certain changes in ownership or control of Dime
Bancorp or certain of its subsidiaries, unless otherwise determined by the
Compensation Committee at the time of grant or by amendment (with the holder's
consent) of such grant, generally (a) all outstanding Non-Qualified Options and
SARs which are not then exercisable will become fully exercisable and vested and
(b) the restrictions and deferral limitations applicable to outstanding
Restricted Stock and Deferred Stock will lapse and such shares and awards will
be deemed fully vested.
DEFERRAL OF AWARDS
Under the amended 1997 Outside Director Plan, the Board of Directors, upon
such terms as it may determine, may permit an Outside Director to elect to defer
receipt of an award for a specified period or until a specified event.
NONTRANSFERABILITY
Generally, Non-Qualified Options awarded under the 1997 Outside Director
Plan are not transferable other than by will or the laws of descent and
distribution and are exercisable during the Outside Director's lifetime only by
the Outside Director or by the Outside Director's guardian or legal
representative. Subject to such administrative conditions as the Board of
Directors may prescribe, however, an Outside Director may transfer, without
consideration, all or any portion of the Non-Qualified Options granted to the
Outside Director under the 1997 Outside Director Plan to certain members of his
or her immediate family or to certain entities maintained for the benefit of the
Outside Director and/or such immediate family members. Upon any transfer of a
Non-Qualified Option, the transferee with respect to such option will be subject
to the provisions of the amended 1997 Outside Director Plan that otherwise would
apply to such option if it was still held by the Outside Director.
ADJUSTMENTS
In the event of any merger, reorganization, consolidation, sale of all or
substantially all of the assets, recapitalization, stock dividend, stock split,
spin off, or other change in corporate structure affecting the Common Stock,
appropriate adjustments will be made in the aggregate number of shares of Common
Stock reserved for issuance under the amended 1997 Outside Director Plan, the
identity of the securities to be issued under the amended 1997 Outside Director
Plan, the number of shares of Common Stock subject to awards then outstanding
under the amended 1997 Outside Director Plan, and where applicable, the amount
to be paid by the Outside Director, a permitted transferee of a Non-Qualified
Option, Dime Bancorp or any Eligible
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Subsidiary, as the case may be, with respect to outstanding awards under the
amended 1997 Outside Director Plan.
DURATION OF THE AMENDED 1997 OUTSIDE DIRECTOR PLAN
No Non-Qualified Options, SARs or Deferred Stock may be granted or
Restricted Stock sold under the amended 1997 Outside Director Plan following
April 30, 2008.
AMENDMENT AND TERMINATION OF THE AMENDED 1997 OUTSIDE DIRECTOR PLAN
The Board of Directors may, at any time, alter, amend, suspend, or
terminate the amended 1997 Outside Director Plan, except that no such action may
alter or impair the rights or obligations under any outstanding award without
the holder's consent. Moreover, no alteration, amendment, suspension, or
termination of the amended 1997 Outside Director Plan will require the approval
of Stockholders unless required by applicable law or the rules or regulations of
a relevant securities exchange or regulatory agency.
FEDERAL INCOME TAX CONSEQUENCES
For information regarding the Federal income tax consequences of awards
under the amended 1997 Outside Director Plan, see "Federal Income Tax
Consequences" in Proposal 2 above.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR
THE APPROVAL OF THE PROPOSED AMENDMENTS TO THE DIME BANCORP, INC. 1997 STOCK
INCENTIVE PLAN FOR OUTSIDE DIRECTORS AS SET FORTH IN PROPOSAL 3. THE AFFIRMATIVE
VOTE OF A MAJORITY OF THE VOTES PRESENT, IN PERSON OR BY PROXY, AT THE ANNUAL
MEETING IS REQUIRED TO APPROVE PROPOSAL 3.
PROPOSAL 4:
DIME BANCORP, INC.
SENIOR OFFICER INCENTIVE PLAN
The Board of Directors has adopted the Dime Bancorp, Inc. Senior Officer
Incentive Plan (the "Senior Officer Incentive Plan"), subject to the approval of
Stockholders at the Annual Meeting. The Senior Officer Incentive Plan is
intended to retain and motivate key senior executives of Dime Bancorp and its
subsidiaries by providing them with the opportunity to earn certain bonus awards
that are based on the attainment of specific performance goals for a given
Performance Period (as defined below). In addition, the Senior Officer Incentive
Plan has been designed to provide that the awards payable thereunder are
intended to qualify as "qualified performance-based compensation" under Section
162(m) of the Code.
Under Section 162(m) of the Code, publicly-held companies are not permitted
to deduct for tax purposes annual compensation paid to certain executive
officers in excess of $1 million, unless the compensation paid in excess of the
$1 million limit is based on the achievement of objective performance goals and
the arrangement under which such compensation is paid is approved by
stockholders. It is possible that the total compensation payable to one or more
of the officers covered by this plan will exceed the $1 million limit. Thus, in
order to ensure the full deductibility by Dime of the compensation payable to
such officers, the Board of Directors has adopted, and is recommending that
Stockholders approve, the Senior Officer Incentive Plan.
ADMINISTRATION
The Senior Officer Incentive Plan will be administered by the Compensation
Committee or by another committee of the Board of Directors (herein, the
"Committee"), provided in either case that the applicable committee shall
consist solely of two or more "outside directors" (within the meaning of Code
Section 162(m) and related treasury regulations). The Committee is authorized,
among other things, to designate the officers who are eligible to participate in
the Senior Officer Incentive Plan, to determine the applicable performance goals
and target award opportunities, to certify whether the performance goals have
been
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satisfied, and to determine the bonus amount to be paid. In addition, the
Committee may adopt such rules as it may deem appropriate, in its sole
discretion, regarding the impact of a covered officer's death, disability,
retirement, voluntary termination of employment, or termination of employment by
Dime Bancorp (or any of its subsidiaries) with or without cause, or certain
changes in ownership or control of Dime Bancorp or certain of its subsidiaries
on such officer's bonus award rights under the Senior Officer Incentive Plan,
provided that, other than in the case of an officer's death or disability or a
change in ownership or control of Dime Bancorp or certain of its subsidiaries,
no bonus award will be payable following any such event prior to the time the
Committee certifies that the performance goals for the Performance Period in
which such termination of employment occurs have been met.
PLAN PARTICIPATION AND ELIGIBILITY
For any given Performance Period, the Committee, in its sole discretion,
will, within the Applicable Period (as defined below), designate those officers
of Dime Bancorp or any of its subsidiaries who will be eligible to participate
in the Senior Officer Incentive Plan for the particular Performance Period (a
"Participating Officer"). Currently there are [14] persons who hold the position
of executive vice president or higher and who it is contemplated may become
Participating Officers in the Senior Officer Incentive Plan. If an officer is
designated to participate in the Senior Officer Incentive Plan for a Performance
Period, such Participating Officer will not be eligible to participate in any
other annual cash bonus incentive plan maintained by Dime Bancorp (or any of its
subsidiaries) for that Performance Period to the extent that the participation
in such other incentive plan would otherwise cause the compensation payable
under the Senior Officer Incentive Plan to fail to constitute "qualified
performance-based compensation" under Code Section 162(m). For purposes of the
Senior Officer Incentive Plan, "Performance Period" means any period commencing
on or after January 1, 1998 for which performance goals are established under
the Senior Officer Incentive Plan and during which performance will be measured
to determine whether such goals have been met for the purpose of determining
whether a Participating Officer is entitled to payment of a bonus under the
Senior Officer Incentive Plan. Further, for purposes of the Senior Officer
Incentive Plan, "Applicable Period" means, with respect to any Performance
Period, a period beginning on or before the first day of such Performance Period
and ending no later than the earlier of (i) the 90th day of the Performance
Period or (ii) the day immediately preceding the date on which 25% of the
Performance Period has elapsed.
PERFORMANCE GOALS
For each Performance Period, the Committee will, within the Applicable
Period, set one or more performance goals for the Participating Officers in the
Senior Officer Incentive Plan. Under the Senior Officer Incentive Plan, the
performance goals can be based upon one or more of the following: (i) earnings
per share ("EPS"), (ii) return on equity ("ROE"), and (iii) return on assets.
The performance goals chosen by the Committee for a Performance Period may be
stated in the alternative, such as the achievement of either a specified level
of EPS or ROE, or in combination, such as the achievement of a specified level
of both EPS and ROE. When the Committee sets the performance goals for a
Performance Period, it may, in accordance with applicable requirements under
Code Section 162(m), provide that the calculation of such performance goals will
be subject to appropriate adjustment to reflect extraordinary corporate events,
including, but not limited to, acquisitions or divestitures involving Dime
Bancorp or its subsidiaries, or changes in accounting rules or procedures that
occur after the end of the Applicable Period for the relevant Performance
Period.
BONUS AWARD OPPORTUNITIES AND PAYMENTS
The Committee will establish individual maximum and target award
opportunities for each Participating Officer on or about the time that it sets
the performance goals. Under the Senior Officer Incentive Plan, the maximum
bonus payable to any Participating Officer with respect to any twelve-month
period will be $1,500,000. Even if the Committee certifies that the relevant
performance goals for a Performance Period have been satisfied, the Committee
may, in its discretion, nonetheless determine to reduce or eliminate the bonus
amount otherwise payable to any Participating Officer under the Senior Officer
Incentive Plan for the Performance Period. Once the final bonus amount is
determined by the Committee, the bonus payable to each
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Participating Officer will be paid in cash as soon as practicable thereafter by
Dime Bancorp or one of its subsidiaries, provided that Dime Savings will be
jointly and severally liable for the payment of any such bonus award.
In addition, in the event of certain changes in ownership or control of
Dime Bancorp or certain of its subsidiaries, the bonus amount payable to a
Participating Officer with respect to the Performance Period in which the change
in ownership or control occurs will in no event be less than a pro-rated portion
of the Participating Officer's individual target bonus award for that
Performance Period (as established by the Committee, provided that any such
individual target bonus award may not be reduced in contemplation of, or on or
after the occurrence of, the change in ownership or control of Dime Bancorp or
certain of its subsidiaries). Any such minimum bonus payment will be paid
whether or not the performance goals have been met for the Performance Period in
which the change in ownership or control occurs.
If the Committee provides for the payment of a bonus amount upon a
Participating Officer's death or disability, the bonus amount with respect to
such Participating Officer (i) will be paid in cash following the Participating
Officer's death or disability, or (ii) where the Committee has conditioned the
payment of such bonus amount upon the attainment of the performance goals for
the Performance Period in which the Participating Officer's death or disability
occurs, the bonus payment will be in cash after the Committee has determined
that the performance goals for the Performance Period in which the Participating
Officer's death or disability occurs have been met, and, in the case of (i) or
(ii) (whichever may apply), after the Committee has determined the final bonus
amount payable with respect to the Participating Officer (reflecting, as
applicable, the Committee's exercise of its discretion to reduce or eliminate
any such bonus amount). In the event any bonus awards under the Senior Officer
Incentive Plan are paid upon a Participating Officer's death or disability or
upon a change in ownership or control of Dime Bancorp or certain of its
subsidiaries prior to or otherwise without regard to the attainment of the
performance goals for the Performance Period in which any such event occurs, the
bonus amounts so paid would not constitute "qualified performance-based
compensation" under Code Section 162(m), and thus may not, in whole or in part,
be deductible by Dime Bancorp or its subsidiaries.
GENERAL PROVISIONS
1. Plan Amendment or Termination. The Board of Directors or the
Compensation Committee may amend or terminate the Senior Officer Incentive Plan
at any time, provided that no amendment or termination may adversely affect the
bonus rights of any officer who has been designated to participate for a
Performance Period once the participation designations and performance goals for
such Performance Period have been set, unless any such amendment is necessary to
comply with the applicable requirements of Code Section 162(m) and the treasury
regulations thereunder.
2. Tax Withholding. Dime Bancorp and its subsidiaries will have the right
to make appropriate provisions to satisfy any tax withholding requirements
applicable to bonus amounts payable under the Senior Officer Incentive Plan.
3. Nontransferability of Senior Officer Incentive Plan Rights. Except as
may be required by law, a Participating Officer's rights under the Senior
Officer Incentive Plan may not be assigned or transferred in whole or in part in
any manner, and no such rights will be subject to any obligation or liability of
the Participating Officer other than any obligation or liability owed by the
Participating Officer to Dime Bancorp or any of its subsidiaries.
EFFECTIVE DATE
Subject to the approval of the Senior Officer Incentive Plan by
Stockholders, the Senior Officer Incentive Plan will be effective for the
Performance Period commencing on January 1, 1998. If approved by Stockholders at
the Annual Meeting, the Senior Officer Incentive Plan will remain effective
through the end of Dime Bancorp's taxable year ending on December 31, 2002,
unless the Senior Officer Incentive Plan is terminated by the Board Directors or
the Compensation Committee as of any earlier date.
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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR
THE APPROVAL OF THE PROPOSED DIME BANCORP, INC. SENIOR OFFICER INCENTIVE PLAN AS
SET FORTH IN PROPOSAL 4. THE AFFIRMATIVE VOTE OF A MAJORITY OF THE VOTES
PRESENT, IN PERSON OR BY PROXY, AT THE ANNUAL MEETING IS REQUIRED TO APPROVE
PROPOSAL 4.
PROPOSAL 5:
AN AMENDMENT TO THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF DIME BANCORP
INCREASING THE AUTHORIZED
NUMBER OF SHARES OF COMMON STOCK
Section A of Article IV of the Dime Certificate ("Section A") currently
provides that the total number of shares of all classes of stock that Dime
Bancorp has authority to issue is 240 million shares, consisting of 200 million
shares of Common Stock and 40 million shares, par value $.01 per share, of
preferred stock.
Stockholders are being asked to vote on a proposal to amend and restate
Section A to increase the number of authorized shares of Common Stock from 200
million to 350 million. A copy of the amendment to and restatement of Section A
is attached hereto as Exhibit A.
The Board of Directors considers it prudent and in the best interests of
Dime Bancorp and Stockholders that a substantial number of shares of Common
Stock be authorized by the Dime Certificate and be available for issuance in
connection with any proper corporate purpose, including financing acquisitions
or other transactions, the raising of additional capital for use in Dime
Bancorp's business, the payment of stock dividends, stock splits, spin offs and
other distributions in shares of Common Stock, and in connection with stock
incentive programs. While Dime Bancorp currently has no arrangements,
understandings or commitments with respect to the issuance of additional shares
of Common Stock, the Board considers it advisable to have the authority to issue
such shares in order to enable Dime, as the need may arise, to move promptly to
take advantage of market conditions and the availability of other favorable
opportunities, without the delay and expense involved in holding a special
meeting of Stockholders for such purpose.
The authorization of additional shares of Common Stock will not, by itself,
have any effect on the rights of existing Stockholders. Depending on the
circumstances, however, any issuance of additional shares of Common Stock may
dilute the present equity ownership of current Stockholders. If the proposed
amendment to Section A is approved, the Board will have the authority to issue
all, or any part of, the additional authorized shares to such persons and for
such consideration as it may determine without further action by Stockholders,
except as otherwise may be required by law, the Dime Certificate or the rules of
the New York Stock Exchange. Although the proposed amendment to Section A is not
intended to be an anti-takeover measure, Stockholders should be advised that the
additional authorized shares of Common Stock could be used to make an attempt to
gain control of Dime more difficult or time consuming.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR
THE APPROVAL OF THE PROPOSED AMENDMENT TO THE DIME CERTIFICATE AS SET FORTH IN
PROPOSAL 5. THE AFFIRMATIVE VOTE OF A MAJORITY OF THE SHARES OF COMMON STOCK
OUTSTANDING ON THE RECORD DATE IS REQUIRED TO APPROVE PROPOSAL 5.
PROPOSAL 6:
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
KPMG Peat Marwick LLP, certified public accountants, audited Dime's
consolidated financial statements for the fiscal year ended December 31, 1997,
for which it was paid $638,950. The Board of Directors has appointed KPMG Peat
Marwick LLP to continue to audit Dime's consolidated financial statements for
39
<PAGE> 43
the fiscal year ending December 31, 1998 and recommends that Stockholders vote
FOR ratification of such appointment.
It is expected that representatives of KPMG Peat Marwick LLP will be
present at the Annual Meeting and will have an opportunity to make a statement
if they desire to do so. Such representatives are expected to be available to
respond to appropriate questions from Stockholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE
FOR THE RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS.
1999 ANNUAL MEETING STOCKHOLDER PROPOSALS
In order to be considered for inclusion in Dime Bancorp's proxy statement
for the annual meeting of Stockholders to be held in 1999, all Stockholder
proposals must be submitted to the Secretary of Dime Bancorp at its offices at
589 Fifth Avenue, New York, New York 10017, on or before [December 1, 1998].
Under Dime Bancorp's By-laws, Stockholder nominations for director and
Stockholder proposals not included in Dime Bancorp's 1999 proxy statement, in
order to be considered for possible action by Stockholders at the 1999 annual
meeting of Stockholders, must be submitted to the Secretary of Dime Bancorp, at
the address set forth above, not less than 60 nor more than 90 days in advance
of [March 31], 1999. In addition, Stockholder nominations and Stockholder
proposals must meet other applicable criteria set forth in the By-laws of Dime
Bancorp in order to be considered at Dime Bancorp's 1999 annual meeting of
Stockholders.
The Board of Directors will review any Stockholder proposals that are filed
as required and will determine whether such proposals meet applicable criteria
for consideration at the 1999 annual meeting.
OTHER MATTERS
The Board of Directors does not know of any other matters that are likely
to be brought before the Annual Meeting. If any other matters, not now known,
properly come before the meeting or any adjournments, the persons named in the
enclosed proxy card, or their substitutes, will vote the proxy in accordance
with their judgment on such matters. Under the By-laws of Dime Bancorp, no new
business or proposals submitted by Stockholders shall be acted upon at the
Annual Meeting unless such business or proposal was stated in writing and filed
with the Secretary of Dime Bancorp not earlier than January 2, 1998 and not
later than February 1, 1998. No new business or proposals were submitted within
this time period.
SOLICITATION AND EXPENSES
All costs in connection with the solicitation of the enclosed proxy will be
paid by Dime. Dime has retained Georgeson & Company Inc., a professional proxy
solicitation firm, to assist in the solicitation of proxies for a fee of $7,000,
plus reimbursement of expenses.
In addition to the solicitation of proxies by mail, proxies may be
solicited by directors and officers of Dime, by personal interview, telephone,
telecopy, mail and E-mail. Brokerage houses, banks and other fiduciaries will be
requested to forward the soliciting material to their principals and obtain
authorization for the execution of proxies and will be reimbursed for their
reasonable out-of-pocket expenses.
DIME BANCORP, INC.
Gene C. Brooks
Secretary
Dated: [March 31], 1998
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<PAGE> 44
EXHIBIT A
"A. Capital Stock. The total number of shares of all classes of stock
which the Corporation shall have authority to issue is 390 million, consisting
of 350 million shares of common stock, par value $.01 per share, and 40 million
shares of preferred stock, par value $.01 per share."
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<PAGE> 45
PRELIMINARY FORM OF REVOCABLE PROXY
DIME BANCORP, INC.
Proxy Solicited by the Board of Directors
for the 1998 Annual Meeting of Stockholders
The undersigned hereby appoints Lawrence J. Toal, James E. Kelly and
Gene C. Brooks as proxies, severally, each with the power to appoint a
substitute, and hereby authorizes them to represent and to vote all the shares
of Common Stock of Dime Bancorp, Inc. held of record by the undersigned on March
6, 1998 as directed and, in their discretion, on all other matters that may
properly come before the Annual Meeting of Stockholders to be held on April 30,
1998 and any adjournments.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED
FOR EACH OF THE NOMINEES FOR ELECTION AS DIRECTOR NAMED BELOW AND IN FAVOR OF
PROPOSAL 2, PROPOSAL 3, PROPOSAL 4, PROPOSAL 5 AND PROPOSAL 6 LISTED ON THE
REVERSE SIDE.
Your vote for or against the election of the entire slate of nominees
for director may be indicated on the reverse side. The nominees are:
Frederick C. Chen, James M. Large, Jr., John Morning,
Dr. Paul A. Qualben, Eugene G. Schulz, Jr. and Dr. Norman R. Smith
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE(S), WRITE THEIR NAME(S) ON THE LINE PROVIDED
ON THE REVERSE SIDE.
IMPORTANT: PLEASE SEE REVERSE SIDE
<PAGE> 46
2
[ ] Please mark votes as in this example.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2, 3, 4, 5 AND 6.
FOR WITHHELD
1. Election of Directors. [ ] [ ]
(vote regarding entire slate)
- -------------------------------------------
To withhold authority to vote for any individual nominee(s), write their name(s)
above.
FOR AGAINST ABSTAIN
2. Approval of amendments to the Dime [ ] [ ] [ ]
Bancorp, Inc. 1991 Stock Incentive Plan
3. Approval of amendments to the Dime [ ] [ ] [ ]
Bancorp, Inc. 1997 Stock Incentive Plan
for Outside Directors
4. Approval of the Dime Bancorp, Inc. [ ] [ ] [ ]
Senior Officer Incentive Plan
5. Approval of amendment to the Amended [ ] [ ] [ ]
and Restated Certificate of Incorporation
6. Ratification of Independent Public [ ] [ ] [ ]
Accountants
MULTIPLE COPIES OF STOCKHOLDER REPORTS ARE BEING RECEIVED AT THIS ADDRESS. [ ]
MARK HERE IF YOU WOULD LIKE TO DISCONTINUE THESE MAILINGS TO THIS ACCOUNT
(NOTE: AT LEAST ONE STOCKHOLDER REPORT MUST BE MAILED.)
MARK HERE FOR [ ] MARK HERE IF YOU [ ]
ADDRESS CHANGE PLAN TO ATTEND
AND NOTE BELOW THE MEETING
Please sign, date, and return this proxy card promptly in the enclosed envelope.
Please sign exactly as your name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee, or guardian, please give full title as such. If a corporation, please
sign full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Signature: __________________________ Date: __________________
Signature: __________________________ Date: __________________
