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AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement is entered into as of
the 18th day of May, 2000, between THE DIME SAVINGS BANK OF NEW YORK, FSB (the
"Bank"), a federal stock savings bank having its principal executive offices at
589 Fifth Avenue, New York, New York 10017, and Peyton R. Patterson (the
"Officer").
A. The parties hereto have previously entered into an Employment
Agreement dated as of January 30, 1998 (the "Employment Agreement").
B. The Employment Agreement is currently a Covered Arrangement under
the Umbrella Trust Agreement among Dime Bancorp, Inc., The Dime Savings Bank of
New York, FSB and HSBC Bank USA, as Trustee with respect to the Covered
Arrangements of The Dime Savings Bank of New York, FSB and Related Entities (the
"Umbrella Trust").
C. The Bank and the Officer are desirous of amending the Employment
Agreement to reflect the greater authority of the Committee under the Umbrella
Trust in interpreting the provisions of the Employment Agreement, to clarify
that any severance benefits provided under the Employment Agreement are in lieu
of benefits provided under any other severance program maintained by the Bank or
Dime Bancorp, Inc., and to provide for additional non-change in control
severance benefits.
D. The following provision is added to the end of the Employment
Agreement:
"Notwithstanding anything to the contrary contained herein,
the Committee under the Umbrella Trust Agreement among Dime Bancorp,
Inc., The Dime Savings Bank of New York, FSB
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and HSBC Bank USA, as Trustee with respect to the Covered Arrangements
of The Dime Savings Bank of New York, FSB and Related Entities (the
"Umbrella Trust" and the "Umbrella Trust Committee") and the trustee of
the Umbrella Trust (the "Trustee") shall have the authority to
interpret, on behalf of the Bank (and as applicable, the Company), the
provisions of this Employment Agreement to the extent that interpretive
authority is provided to the Umbrella Trust Committee and/or the
Trustee, as applicable, under the Umbrella Trust. The decisions of the
Umbrella Trust Committee, the Trustee and their delegatee(s) shall
govern the Bank's interpretation of this Employment Agreement and any
amendments thereto, notwithstanding any authority otherwise provided to
another individual, group of individuals or entity herein, including,
but not limited to, the authority to determine the eligibility for,
amount, form and timing of payments hereunder, and the calculation of
'excess parachute payments' and the underlying elements used in their
determination under Code Section 280G.
The severance benefits specified in Section 8 and Section 11 hereof
shall be in lieu of any severance pay or other severance benefit that
the Bank or the Company may provide to terminated employees pursuant to
any prior letters to, or agreements with, you (whether from or with the
Company, the Bank or any of their subsidiaries or affiliates) and
policies of the Bank or the Company that may at that time be in effect
(unless the only severance benefits to which the Officer is entitled
are those severance benefits provided under such policies)."
E. Subsection 8(c) of the Employment Agreement, and all references
thereto, are relabelled as Subsection 8(d), and a new subsection (c) shall be
added to Section 8 of the Employment Agreement following subsection 8(b) as
follows:
"(c) In the event of the termination of the Officer's
employment under this Agreement by the Bank, other than a termination
for cause (as defined in Section 8(b)), during the Initial Severance
Period (as hereinafter defined), the Bank shall pay the Officer, in
lieu of the continued salary payments provided for in clause (1) of the
second sentence of Section 8(a) above, severance benefits under this
Section 8(c), but only if the severance benefits provided for under
clauses (i) and (ii) of the second sentence of this Section 8(c) are
greater than the sum of the salary continuation
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benefits provided for under such clause (1) of the second sentence of
Section 8(a). The severance benefits provided under this Section 8(c)
shall be paid as a lump sum equal to (i) the total amount of salary
payments that would be paid to the Officer if the Officer were
continued to be paid the Officer's annual salary in effect immediately
prior to the Effective Date of Termination until the end of the Term in
effect on the Effective Date of Termination, plus (ii) the sum of (A)
the target incentive bonus for the calendar year of the Effective Date
of Termination determined as if the Officer had continued employment
with the Bank through the end of such year, and (B) for each subsequent
year of the Term in effect on the Effective Date of Termination, an
amount equal to the target incentive bonus for the calendar year of the
Effective Date of Termination, with the amount calculated with respect
to the last calendar year of the Term pro- rated to reflect an amount
related to the portion of the year up to the last day of the Term. If
severance benefits are paid pursuant to this Section 8(c) in lieu of
the payments provided under clause (1) of the second sentence of
Section 8(a), the Officer (and, as applicable, the Officer's spouse and
dependents) shall remain entitled to continuation of welfare benefits
under clause (2) of the second sentence of Section 8(a), except that
such benefits shall continue for the remainder of the Term in effect on
the Effective Date of Termination. In the event of a termination of the
Officer's employment by the Bank upon or after a Change in Control
during the Initial Severance Period, the provisions of Section 11 shall
apply in lieu of the preceding provisions of this Section 8(c). For
purposes of this Section 8(c), the term 'Initial Severance Period'
shall mean the period commencing on May 18, 2000 and ending on March 1,
2003 or such later date as the Bank may specify in writing."
THE DIME SAVINGS BANK OF NEW
YORK, FSB
By:
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Name:
Title:
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Peyton R. Patterson
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