exhibit10-21.htm


    

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      Dime
Community Bancshares, Inc.

      


      2004
Stock Incentive Plan

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      Adopted
March 18, 2004

      Effective
as of May 20, 2004

      Amended
Effective May 15, 2008

      



      
        
          
             

            


          

           


        

        
           


          
            

          

        

        
           


        

      



    
       

      TABLE
OF CONTENTS

       

      
        	 	 
      	 
      	 	
                Page

              
	
                ARTICLE
      I

                PURPOSE

              	 
      	
                5

              
	 
      	 
      	 
      
	
                Section
      1.1

              	 
      	
                General
      Purpose of the Plan

              	 
      	
                5

              
	 
      	 
      
	
                ARTICLE
      II

                DEFINITIONS

              	 
      	
                5

              
	 
      	 
      	 
      
	
                Section
      2.1

              	 
      	
                Award
      Notice

              	 
      	
                5

              
	
                Section
      2.2

              	 
      	
                Bank

              	 
      	
                5

              
	
                Section
      2.3

              	 
      	
                Beneficiary

              	 
      	
                5

              
	
                Section
      2.4

              	 
      	
                Board

              	 
      	
                5

              
	
                Section
      2.5

              	 
      	
                Career
      Service Award

              	 
      	
                5

              
	
                Section
      2.6

              	 
      	
                Change
      in Control

              	 
      	
                5

              
	
                Section
      2.7

              	 
      	
                Code

              	 
      	
                6

              
	
                Section
      2.8

              	 
      	
                Committee

              	 
      	
                6

              
	
                Section
      2.9

              	 
      	
                Company

              	 
      	
                6

              
	
                Section
      2.10

              	 
      	
                Covered
      Employee

              	 
      	
                6

              
	
                Section
      2.11

              	 
      	
                Disability

              	 
      	
                6

              
	
                Section
      2.12

              	 
      	
                Disinterested
      Board Member

              	 
      	
                6

              
	
                Section
      2.13

              	 
      	
                Early
      Retirement

              	 
      	
                6

              
	
                Section
      2.14

              	 
      	
                Earliest
      Exercise Date

              	 
      	
                6

              
	
                Section
      2.15

              	 
      	
                Effective
      Date

              	 
      	
                7

              
	
                Section
      2.16

              	 
      	
                Eligible
      Employee

              	 
      	
                7

              
	
                Section
      2.17

              	 
      	
                Eligible
      Individual

              	 
      	
                7

              
	
                Section
      2.18

              	 
      	
                Employer

              	 
      	
                7

              
	
                Section
      2.19

              	 
      	
                Exchange
      Act

              	 
      	
                7

              
	
                Section
      2.20

              	 
      	
                Option
      Period

              	 
      	
                7

              
	
                Section
      2.21

              	 
      	
                Exercise
      Price

              	 
      	
                7

              
	
                Section
      2.22

              	 
      	
                Fair
      Market Value

              	 
      	
                7

              
	
                Section
      2.23

              	 
      	
                Family
      Member

              	 
      	
                7

              
	
                Section
      2.24

              	 
      	
                Incentive
      Stock Option

              	 
      	
                7

              
	
                Section
      2.25

              	 
      	
                Non-Qualified
      Stock Option

              	 
      	
                8

              
	
                Section
      2.26

              	 
      	
                Option

              	 
      	
                8

              
	
                Section
      2.27

              	 
      	
                Option
      Agreement

              	 
      	
                8

              
	
                Section
      2.28

              	 
      	
                Option
      Holder

              	 
      	
                8

              
	
                Section
      2.29

              	 
      	
                Parent

              	 
      	
                8

              
	
                Section
      2.30

              	 
      	
                Performance
      Goal

              	 
      	
                8

              
	
                Section
      2.31

              	 
      	
                Performance
      Measurement Period

              	 
      	
                8

              
	
                Section
      2.32

              	 
      	
                Performance-Based
      Restricted Stock Award

              	 
      	
                8

              
	
                Section
      2.33

              	 
      	
                Permitted
      Transferee

              	 
      	
                8

              
	
                Section
      2.34

              	 
      	
                Person

              	 
      	
                8

              
	
                Section
      2.35

              	 
      	
                Plan

              	 
      	
                8

              
	
                Section
      2.36

              	 
      	
                Recipient

              	 
      	
                8

              
	
                Section
      2.37

              	 
      	
                Restricted
      Stock Award

              	 
      	
                8

              
	
                Section
      2.38

              	 
      	
                Retirement

              	 
      	
                8

              
	
                Section
      2.39

              	 
      	
                SAR
      Agreement

              	 
      	
                8

              
	
                Section
      2.40

              	 
      	
                Service

              	 
      	
                9

              
	
                Section
      2.41

              	 
      	
                Share

              	 
      	
                9

              
	
                Section
      2.42

              	 
      	
                Stock
      Appreciation Right

              	 
      	
                9

              


      

       

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      


       

      
        	 	 	 
      	 
      	
                Page

              
	
                Section
      2.43

              	 
      	
                Subsidiary

              	 
      	
                9

              
	
                Section
      2.44

              	 
      	
                Termination
      for Cause

              	 
      	
                9

              
	
                Section
      2.45

              	 
      	
                Vesting
      Date

              	 
      	
                10

              
	 
      	 
      
	
                ARTICLE
      III

                AVAILABLE
      SHARES

              	 
      	
                10

              
	 
      	 
      	 
      
	
                Section
      3.1

              	 
      	
                Shares
      Available under the Plan

              	 
      	
                10

              
	
                Section
      3.2

              	 
      	
                Shares
      Available for Options

              	 
      	
                10

              
	
                Section
      3.3

              	 
      	
                Shares
      Available for Restricted Stock Awards

              	 
      	
                10

              
	
                Section
      3.4

              	 
      	
                Shares
      Available for Stock App+reciation Right

              	 
      	
                10

              
	 
      	 
      
	
                ARTICLE
      IV

                ADMINISTRATION

              	 
      	
                10

              
	 
      	 
      	 
      
	
                Section
      4.1

              	 
      	
                Committee

              	 
      	
                10

              
	
                Section
      4.2

              	 
      	
                Committee
      Action

              	 
      	
                11

              
	
                Section
      4.3

              	 
      	
                Committee
      Responsibilities

              	 
      	
                11

              
	 
      	 
      
	
                ARTICLE
      V

                STOCK
      OPTIONS

              	 
      	
                11

              
	 
      	 
      	 
      
	
                Section
      5.1

              	 
      	
                Grant
      of Options

              	 
      	
                11

              
	
                Section
      5.2

              	 
      	
                Size
      of Option

              	 
      	
                12

              
	
                Section
      5.3

              	 
      	
                Exercise
      Price

              	 
      	
                12

              
	
                Section
      5.4

              	 
      	
                Exercise
      Period; Earliest Exercise Date

              	 
      	
                12

              
	
                Section
      5.5

              	 
      	
                Vesting
      Date

              	 
      	
                13

              
	
                Section
      5.6

              	 
      	
                Additional
      Restrictions on Incentive Stock Options

              	 
      	
                13

              
	
                Section
      5.7

              	 
      	
                Method
      of Exercise

              	 
      	
                14

              
	
                Section
      5.8

              	 
      	
                Limitations
      on Options

              	 
      	
                15

              
	 
      	 
      
	 
      	 
      	 
      
	
                ARTICLE
      VI

                RESTRICTED
      STOCK AWARDS

              	 
      	
                16

              
	 
      	 
      	 
      
	
                Section
      6.1

              	 
      	
                In
      General

              	 
      	
                16

              
	
                Section
      6.2

              	 
      	
                Vesting
      Date

              	 
      	
                16

              
	
                Section
      6.3

              	 
      	
                Performance
      Based Restricted Stock Awards

              	 
      	
                17

              
	
                Section
      6.4

              	 
      	
                Career
      Service Awards

              	 
      	
                18

              
	
                Section
      6.5

              	 
      	
                Dividend
      Rights

              	 
      	
                19

              
	
                Section
      6.6

              	 
      	
                Voting
      Rights

              	 
      	
                19

              
	
                Section
      6.7

              	 
      	
                Tender
      Offers

              	 
      	
                19

              
	
                Section
      6.8

              	 
      	
                Designation
      of Beneficiary

              	 
      	
                19

              
	
                Section
      6.9

              	 
      	
                Manner
      of Distribution of Awards

              	 
      	
                19

              
	
                Section
      6.10

              	 
      	
                Taxes

              	 
      	
                20

              
	 
      	 
      
	
                ARTICLE
      VII

                STOCK
      APPRECIATION RIGHTS

              	 
      	
                20

              
	 
      	 
      	 
      
	
                Section
      7.1

              	 
      	
                Grant
      of Stock Appreciation Rights

              	 
      	
                20

              
	
                Section
      7.2

              	 
      	
                Size
      of Stock Appreciation Right

              	 
      	
                20

              
	
                Section
      7.3

              	 
      	
                Exercise
      Price

              	 
      	
                21

              
	
                Section
      7.4

              	 
      	
                Exercise
      Period

              	 
      	
                21

              
	
                Section
      7.5

              	 
      	
                Vesting
      Date

              	 
      	
                21

              
	
                Section
      7.6

              	 
      	
                Method
      of Exercise

              	 
      	
                21

              
	
                Section
      7.7

              	 
      	
                Beneficiaries

              	 
      	
                22

              


      

       

       

      
        
           

        

        
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                Page

              
	
                ARTICLE
      VIII

                SPECIAL
      TAX PROVISIONS

              	 
      	
                22

              
	 
      	 
      	 
      
	
                Section
      8.1

              	 
      	
                Tax
      Withholding Rights

              	 
      	
                22

              
	
                Section
      8.2

              	 
      	
                Code
      Section 83(b) Elections

              	 
      	
                22

              
	
                Section
      8.3

              	 
      	
                Election
      to Defer Income Tax Liability Pursuant to Deferred Compensation
      Program

              	 
      	
                23

              
	 
      	 
      
	
                ARTICLE
      IX

                AMENDMENT
      AND TERMINATION

              	 
      	
                23

              
	 
      	 
      	 
      
	
                Section
      9.1

              	 
      	
                Termination

              	 
      	
                23

              
	
                Section
      9.2

              	 
      	
                Amendment

              	 
      	
                23

              
	
                Section
      9.3

              	 
      	
                Adjustments
      in the Event of Business Reorganization

              	 
      	
                23

              
	 
      	 
      
	
                ARTICLE
      X

                MISCELLANEOUS

              	 
      	
                24

              
	 
      	 
      	 
      
	
                Section
      10.1

              	 
      	
                Status
      as an Employee Benefit Plan

              	 
      	
                24

              
	
                Section
      10.2

              	 
      	
                No
      Right to Continued Employment

              	 
      	
                24

              
	
                Section
      10.3

              	 
      	
                Construction
      of Language

              	 
      	
                25

              
	
                Section
      10.4

              	 
      	
                Governing
      Law

              	 
      	
                25

              
	
                Section
      10.5

              	 
      	
                Headings

              	 
      	
                25

              
	
                Section
      10.6

              	 
      	
                Non-Alienation
      of Benefits

              	 
      	
                25

              
	
                Section
      10.7

              	 
      	
                Notices

              	 
      	
                25

              
	
                Section
      10.8

              	 
      	
                Approval
      of Shareholders

              	 
      	
                25

              


      

       

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      


      DIME
COMMUNITY BANCSHARES, INC.

    

    
      2004 STOCK INCENTIVE
PLAN

      


      Article
I

      


      Purpose

      


      Section
1.1                      General
Purpose of the Plan. The
purpose of the Plan is to promote the growth and profitability of Dime Community
Bancshares, Inc., by providing certain directors, key officers and employees of
Dime Community Bancshares, Inc. and its Parents and Subsidiaries with an
incentive to achieve corporate objectives and by attracting and retaining
individuals of outstanding competence through a participation interest in the
performance of Common Stock of Dime Community Bancshares, Inc.

      


      


      Article
II

      


      Definitions

      


      The
following definitions shall apply for the purposes of this Plan, unless a
different meaning is plainly indicated by the context:

      


      Section
2.1                      Award
Notice means,
with respect to a particular Restricted Stock Award, a written instrument
evidencing the Restricted Stock Award and establishing the terms and conditions
thereof.

      


      Section
2.2                      Bank means
The Dime Savings Bank of Williamsburgh, a federally chartered savings
institution, and any successor thereto.

      


      Section
2.3                      Beneficiary means
the Person designated by an Eligible Individual  to receive any Shares
subject to a Restricted Stock Award made to such Eligible Individual that become
distributable, or to have the right to exercise any Options or Stock
Appreciation Rights granted to such Eligible Individual that are exercisable,
following the Eligible Individual’s death.

      


      


      Section
2.4                      Board
means the Board of Directors of the Company.

      


      Section
2.5                      Career
Service Award
means, in the case of any Recipient, a Restricted Stock Award described
in section 6.4.

      


      Section
2.6                      Change
in Control means any of the following events:

      


      (a)           the
occurrence of any event (other than an event described in section 2.6(c)(i))
upon which any “person” (as such term is used in sections 13(d) and 14(d) of the
Exchange Act), other than (A) a trustee or other fiduciary holding securities
under an employee benefit plan maintained for the benefit of employees of the
Company; (B) a corporation owned, directly or indirectly, by the stockholders of
the Company in substantially the same proportions as their ownership of stock of
the Company; or (C) any group constituting a person in which employees of the
Company are substantial members, becomes the “beneficial owner” (as defined in
Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of
securities issued by the Company representing 25% or more of the combined voting
power of all of the Company’s then outstanding securities; or

      


      (b)           the
occurrence of any event upon which the individuals who on the date the Plan is
adopted are members of the Board, together with individuals whose election by
the Board or nomination for election by the Company’s stockholders was approved
by the affirmative vote of at least two-thirds of  the members of the
Board then in office who were either members of the Board on the date this Plan
is adopted or whose nomination or election was previously so approved, cease for
any reason to constitute a majority of the members of the Board, but excluding,
for this purpose, any such individual whose initial assumption of office is in
connection with an actual or threatened election contest relating to the
election of directors of the Company; or

      


      (c)           the
shareholders of the Company approve either:

      


      (i)           a
merger or consolidation of the Company with any other corporation, other than a
merger or consolidation following which both of the following conditions are
satisfied:

      


      (A)           either
(I) the members of the Board of the Company immediately prior to such merger or
consolidation constitute at least a majority of the members of the governing
body of the institution resulting from such merger or consolidation; or (II) the
shareholders of the Company own securities of the institution resulting from
such merger or consolidation representing 80% or more of the combined voting
power of all such securities of the resulting institution then outstanding in
substantially the same proportions as their ownership of voting securities of
the Company immediately before such merger or consolidation; and

      


      (B)           the
entity which results from such merger or consolidation expressly agrees in
writing to assume and perform the Company’s obligations under the Plan;
or

      


      (ii)           a
plan of complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of its assets;
and

      


      (d)           any
event that would be described in section 2.6(a), (b) or (c) if the “Bank” were
substituted for the “Company” therein.

      


      
        
           

        

        
          5

          
            

          

        

        
           

        

      

      Section
2.7                      Code
means the Internal Revenue Code of 1986 (including the corresponding
provisions of any succeeding law).

      


      Section
2.8                      Committee
means the Committee described in section 4.1.

      


      Section
2.9                      Company
means Dime Community Bancshares, Inc., a corporation organized and
existing under the laws of the State of Delaware, and any successor
thereto.

      


      Section
2.10                                Covered
Employee means, for any taxable year of the Company, a person who is, or
who the Committee determines is reasonably likely to be, a “covered employee”
(within the meaning of section 162(m) of the Code).

      


      Section
2.11                                Disability
means a condition of incapacity, mental or physical, for the performance
of services which the Committee determines, on the basis of competent medical
evidence, is likely to be permanent, to continue for an indefinite period of at
least one hundred eighty (180) days, or to result in death.

      


      Section
2.12                                Disinterested
Board Member  means a member of the
Board who:  (a) is not a current employee of the Company or a
subsidiary, (b) is not a former employee of the Company who receives
compensation for prior services (other than benefits under a tax-qualified
retirement plan) during the taxable year, (c) has not been an officer of the
Company, (d) does not receive remuneration from the Company or a subsidiary,
either directly or indirectly, in any capacity other than as a director except
in an amount for which disclosure would not be required pursuant to Item 404(a)
of the proxy solicitation rules of the Securities and Exchange Commission and
(e) does not possess an interest in any other transaction, and is not engaged in
a business relationship, for which disclosure would be required pursuant to
Items 404(a) or (b) of the proxy solicitation rules of the Securities and
Exchange Commission. The term Disinterested Board Member shall be interpreted in
such manner as shall be necessary to conform to the requirements of section
162(m) of the Code, Rule 16b-3 promulgated under the Exchange Act and the
corporate governance standards imposed on compensation committees under the
listing requirements imposed by any national securities exchange on which the
Company lists or seeks to list Shares.

      


      Section
2.13                                Early
Retirement means, in the case of any Recipient, termination of all
Service for the Employers at or after attainment of age 55 and the completion of
at least ten consecutive years of Service to the Employers.

      


      Section
2.14                                Earliest
Exercise Date means, with respect to an Option, the earliest date on
which the Option may be exercised.  The Earliest Exercise Date may,
but need not, be the same as the Option’s Vesting Date.

      


      
        
           

        

        
          6

          
            

          

        

        
           

        

      

      Section
2.15                                Effective
Date means May 20, 2004.

      


      Section
2.16                                Eligible
Employee means any employee of the Company, or of a Parent or Subsidiary,
whom the Committee may determine to be a key officer or employee and select to
receive a Restricted Stock Award or a grant of an Option or Stock Appreciation
Right pursuant to the Plan; provided, however, that on and after May 15, 2008, such
term shall not include Mr. Vincent F. Palagiano in any capacity. On and after May 15, 2008, Mr.
Palagiano is not eligible to be a participant in this Plan.

      


      Section
2.17                                Eligible
Individual means: (a) any Eligible Employee; and (b) any non-employee
director of the Company or a Parent or Subsidiary; provided, however, that on and after May 15, 2008, such
term shall not include Mr. Vincent F. Palagiano in any capacity.  On
and after May 15, 2008, Mr. Palagiano is not eligible to be a participant in
this Plan.

      


      Section
2.18                                Employer
means the Company, the Bank and any successor thereto and, with the prior
approval of the Board, and subject to such terms and conditions as may be
imposed by the Board, any other savings bank, savings and loan association,
bank, corporation, financial institution or other business organization or
institution. With respect to any Eligible Individual, the Employer shall mean
the entity which employs such person or upon whose board of directors such
person serves.

      


      Section
2.19                                Exchange
Act means the Securities Exchange Act of 1934, as amended.

      


      Section
2.20                                Exercise
Period means the period during which an Option or Stock Appreciation
Right may be exercised.

      


      Section
2.21                                Exercise
Price means the price per Share at which Shares subject to an Option may
be purchased upon exercise of the Option and on the basis of which the cash
payment due upon exercise of a Stock Appreciation Right is
computed.

      


      Section
2.22                                Fair
Market Value means, with respect to a Share on a specified
date:

      


      (a)           the
final reported sales price on the date in question (or if there is no reported
sale on such date, on the last preceding date on which any reported sale
occurred) as reported in the principal consolidated reporting system with
respect to securities listed or admitted to trading on the principal United
States securities exchange on which the Shares are listed or admitted to
trading, as of the close of the market in New York City and without regard to
after-hours trading activity; or

      


      (b)           if
the Shares are not listed or admitted to trading on any such exchange, the
closing bid quotation with respect to a Share on such date, as of the close of
the market in New York City and without regard to after-hours trading activity,
on the National Association of Securities Dealers Automated Quotations System,
or, if no such quotation is provided, on another similar system, selected by the
Committee, then in use; or

      


      (c)           if
sections 2.22(a) and (b) are not applicable, the fair market value of a Share as
the Committee may determine.

      


      Section
2.23                                Family
Member means, with respect to any Eligible Individual:  (a) any
of the Eligible Individual’s children, stepchildren, grandchildren, parents,
stepparents, grandparents, spouses, former spouses, siblings, nieces, nephews,
mothers-in-law, fathers-in-law, sons-in-law, daughters-in-law, brothers-in-law
or sisters-in-law, including relationships created by adoption; (b) any natural
person sharing the Eligible Individual’s household (other than as a tenant or
employee, directly or indirectly, of the Eligible Individual); (c) a trust in
which any combination of the Eligible Individual and Persons described in
section 2.23(a) and (b) own more than fifty percent (50%) of the beneficial
interests; (d) a foundation in which any combination of the Eligible Individual
and Persons described in sections 2.23(a) and (b) control management of the
assets; or (e) any other corporation, partnership, limited liability company or
other entity in which any combination of the Eligible Individual and Persons
described in sections 2.23(a) and (b) control more than fifty percent (50%) of
the voting interests.

      


      Section
2.24                                Incentive
Stock Option means a right to purchase Shares that is granted to an
Eligible Employee pursuant to section 5.1, that is designated by the Committee
to be an Incentive Stock Option and that is intended to satisfy the requirements
of section 422 of the Code.

      


      
        
           

        

        
          7

          
            

          

        

        
           

        

      

      Section
2.25                                Non-Qualified
Stock Option means
a right to purchase Shares that is either (a) granted to an Eligible Individual
who is not an Eligible Employee or (b) granted to an Eligible Employee and
either (i) is not designated by the Committee to be an Incentive Stock Option,
or (ii) does not satisfy the requirements of section 422 of the
Code.

      


      Section
2.26                                Option
means either an Incentive Stock Option or a Non-Qualified Stock
Option.

      


      Section
2.27                                Option
Agreement means a written instrument evidencing an Option granted under
the Plan.

      


      Section
2.28                                Option
Holder means, at any relevant time with respect to an Option, the person
having the right to exercise the Option.

       

      Section
2.29                                Parent
means any entity, whether or not incorporated, in an unbroken chain of entities
ending with the Company where each entity other than the first entity in the
unbroken chain owns stock or other equity interests in one of the other entities
in the unbroken chain possessing fifty percent (50%) or more of the combined
voting power of all of the other entity’s outstanding stock or other interests
that vote generally in the election of the other entity’s directors or other
governing body.

      


      Section
2.30                                Performance
Goal means, with respect to any Performance-Based Restricted Stock Award,
the performance goal or performance goal(s) established pursuant to section
6.3(a), the attainment of which is a condition of vesting of the
Performance-Based Restricted Stock Award.

      


      Section
2.31                                Performance
Measurement Period means, with respect to
any Performance Goal, the period of time over which attainment of the
Performance Goal is measured.

      


      Section
2.32                                Performance-Based
Restricted Stock Award means a Restricted Stock Award to which section
6.3 is applicable.

      


      Section
2.33                                Permitted
Transferee means, with respect any
Recipient, a Family Member of the Recipient to whom an Option has been
transferred in accordance with section 5.8.

      


      Section
2.34                                Person
means an individual, a corporation, a partnership, a limited liability company,
an association, a joint-stock company, a trust, an estate, an unincorporated
organization and any other business organization or institution.

      


      Section
2.35                                Plan
means the Dime Community Bancshares, Inc. 2004 Stock Incentive Plan, as amended
from time to time.

      


      Section
2.36                                Recipient
means the person to whom an Option or Stock Appreciation Right is granted or a
Restricted Stock Award is made.

      


      Section
2.37                                Restricted
Stock Award means an award of Shares pursuant to Article VI.

      


      Section
2.38                                Retirement 
means:  (a)  termination of Service with the Employer in all
capacities at or after attaining age 65 or (b) Early Retirement.  No
termination of Service shall be deemed a Retirement unless the terminating
individual enters into a retirement agreement with the Employer, in form and
substance satisfactory to the Committee, pursuant to which he agrees to provide
limited transition services to the Employer on a consulting basis and/or abide
by non-competition, confidentiality, non-derogation and non-disturbance
covenants prescribed by the Committee for a fixed period specified by the
Committee not to exceed two years.

      


      Section
2.39                                SAR
Agreement means a written instrument evidencing a Stock Appreciation
Right granted under the Plan.

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

      Section
2.40                                Service
means, unless the Committee provides otherwise in an Option Agreement or SAR
Agreement or Restricted Stock Award Notice, service in any capacity as a
common-law employee, consultant or non-employee director to the Company or a
Parent or Subsidiary.

      


      Section
2.41                                Share
means a share of Common Stock, par value $.01 per share, of the Dime Community
Bancshares, Inc.

      


      Section
2.42                                Stock
Appreciation Right means the right upon
exercise to receive, in cash or Shares, the amount equal to the excess (if any)
of (a) the Fair Market Value of a Share on the date of exercise over (b) the
Exercise Price.

      


      Section
2.43                                Subsidiary
means any entity, whether or not incorporated, in an unbroken chain of entities
beginning with the Company where each entity other than the last entity in the
unbroken chain owns stock or other equity interests in one of the other entities
in the unbroken chain possessing fifty percent (50%) or more of the combined
voting power of all of the other entity’s outstanding stock or other interests
that vote generally in the election of the other entity’s directors or other
governing body.

      


      Section
2.44                                Termination
for Cause means one of the
following:

      


      (a)           for
an Eligible Individual who is not an officer or employee of any bank or savings
institution regulated by the Office of Thrift Supervision, termination of
employment with the Employer upon the occurrence of any of the
following:

      


      (i)           the
employee intentionally engages in dishonest conduct in connection with his
performance of services for the Employer resulting in his conviction of or plea
of guilty or nolo contendere to a felony;

       

      (ii)           the
employee is convicted of, or pleads guilty or nolo contendere to, a felony or
any crime involving moral turpitude;

       

      (iii)           the
employee willfully fails or refuses to perform his duties under any employment
or retention agreement and fails to cure such breach within sixty (60) days
following written notice thereof from the Employer;

       

      (iv)           the
employee breaches his fiduciary duties to the Employer for personal profit;
or

       

      (v)           the
employee’s willful breach or violation of any law, rule or regulation (other
than traffic violations or similar offenses), or final cease and desist order in
connection with his performance of services for the Employer;

       

      (b)           for
an Eligible Individual who is an officer or employee of a bank or savings
institution regulated by the Office of Thrift Supervision, termination of
employment for personal dishonesty, incompetence, willful misconduct, breach of
fiduciary duty involving personal profit, intentional failure to perform stated
duties, willful violation of any law, rule or regulation (other than traffic
violations or similar offenses) or final cease and desist order, or for any
reason constituting cause for termination under any written employment agreement
between the Employer and such Eligible Employee, in each case as measured
against standards generally prevailing at the relevant time in the savings and
community banking industry; provided, however, that such individual shall not be
deemed to have been discharged for cause unless and until he shall have received
a written notice of termination from the Board, which notice shall be given to
such individual not later than five (5) business days after the board of
directors of the Employer adopts, and shall be accompanied by, a resolution duly
approved by affirmative vote of a majority of the entire board of directors of
the Employer at a meeting called and held for such purpose (which meeting shall
be held not less than fifteen (15) days nor more than thirty (30) days after
notice to the individual), at which meeting there shall be a reasonable
opportunity for the individual to make oral and written presentations to the
members of the board of directors of the Employer, on his own behalf, or through
a representative, who may be his legal counsel, to refute the grounds for the
proposed determination) finding that in the good faith opinion of the board of
directors of the Employer grounds exist for discharging the individual for
cause;

      


      (c)           for
an Eligible Individual who is a  non-employee director, removal for
cause under the terms of the laws or any law rule or regulation applicable to
the entity upon whose board of directors the individual serves as a non-employee
director.

      


      Section
2.45                                Vesting
Date means the date on which an Option, Stock Appreciation Right,
Restricted Stock Award, or Shares acquired upon exercise of an Option cease to
be forfeitable upon termination of the Recipient’s Service.

      


      
        
           

        

        
          9

          
            

          

        

        
           

        

      

      Article
III

      


      Available
Shares

      


      Section
3.1                      Shares Available under the
2004 Stock Incentive Plan.

      


      (a)           Prior
to May 15, 2008, subject to section 9.3, the maximum aggregate number of Shares
which may be issued for Restricted Stock Awards and upon the exercise of Options
and Stock Appreciation Rights shall be 1,496,300 Shares.

      


      (b)           On
and after May 15, 2008, subject to section 9.3, the maximum aggregate number of
Shares which may be issued for Restricted Stock Awards and upon the exercise of
Options and Stock Appreciation Rights shall be the sum of (i) 1,313,184 Shares,
plus (ii) the number of shares underlying grants and awards made under the 2004
Stock Incentive Plan prior to May 15, 2008 that are subsequently forfeited
without the delivery of Shares or expire without exercise.

      


      Section
3.2                      Shares Available for
Options.

      


      (a)           Prior
to May 15, 2008, subject to section 9.3, the maximum aggregate number of Shares
which may be issued upon exercise of Options shall be 1,496,300 shares, and the
maximum aggregate number of Options which may be granted to any one individual
in any calendar year shall be 250,000 Options.

      


      (b)           On
and after May 15, 2008, subject to section 9.3, the maximum aggregate number of
Shares which may be issued upon exercise of Options shall be the sum of (i)
1,313,184 shares, plus (ii) the number of Shares underlying grants and awards
made under the 2004 Stock Incentive Plan prior to May 15, 2008 that are
subsequently forfeited without the delivery of Shares or expire without
exercise, and the maximum aggregate number of Options which may be granted to
any one individual in any calendar year shall be 250,000 Options.

      


      Section
3.3                      Shares Available for
Restricted Stock Awards.

      


      (a)           Prior
to May 15, 2008, subject to section 9.3, the maximum number of Shares which may
be issued as Restricted Stock Awards under the 2004 Stock Incentive Plan shall
be 374,075 Shares and the maximum aggregate number of Shares which may be
granted as Restricted Stock Awards to any one individual in any calendar year
shall be 60,000 Shares.

      


      (b)           On
and after May 15, 2008, subject to section 9.3, the maximum number of Shares
which may be issued as Restricted Stock Awards under the 2004 Stock Incentive
Plan shall be the sum of (i) 873,184 Shares, plus (ii) the number of Shares
underlying Restricted Stock Awards made under the 2004 Stock Incentive Plan
prior to May 15, 2008 that are subsequently forfeited, and the maximum aggregate
number of Shares which may be granted as Restricted Stock Awards to any one
individual in any calendar year shall be 60,000 Shares.

      


      Section
3.4                      Shares Available for Stock
Appreciation Rights.

      


      (a)           Prior
to May 15, 2008, subject to section 9.3, the maximum aggregate number of Shares
which may be issued upon exercise of Stock Appreciation Rights shall be
1,496,300 and the maximum aggregate number of Stock Appreciation Rights which
may be granted under the 2004 Stock Incentive Plan and to any one individual in
any calendar year shall be 250,000 Stock Appreciation Rights.

      


      (b)           On
and after May 15, 2008, subject to section 9.3, the maximum aggregate number of
Shares which may be issued upon exercise of Stock Appreciation Rights shall be
the sum of (i) 1,313,184, plus (ii) the number of Shares underlying grants and
awards made under 2004 the 2004 Stock Incentive Plan prior to May 15, 2008 that
are subsequently forfeited without the delivery of Shares or expire without
exercise, and the maximum aggregate number of Stock Appreciation Rights which
may be granted under the 2004 Stock Incentive Plan and to any one individual in
any calendar year shall be 250,000 Stock Appreciation Rights.

      


      Section
3.5                      Computation of Shares
Available.

      


      On and
after May 15, 2008, for purposes of this Article III:  in connection
with the granting of a Restricted Stock Award, Option or Stock Appreciation
Right, the number of Shares available for the granting of additional Restricted
Stock Awards, Options and Stock Appreciation Rights shall be reduced by the
number of Shares in respect of which the Option, Stock-settled Stock
Appreciation Right or Award is granted or denominated.  Shares
underlying grants and awards under the 2004 Stock Incentive Plan that are
subsequently forfeited without the delivery of Shares or expire without exercise
shall not reduce the maximum aggregate number of Shares which may be issued
under the Plan.  Shares withheld to pay withholding taxes shall reduce
the number of Shares available to the same extent as if a payment of cash or
Shares had been made directly to the Recipient.  To the extent an
Option is exercised by using an actual or constructive exchange of Shares to pay
the Exercise Price, the number of Shares available shall be reduced by the gross
number of Options exercised rather than by the net number of Shares
issued.

      


      Article
IV

      


      Administration

      


      Section
4.1                      Committee.

      


      (a)           Subject
to section 4.1(b), the Plan shall be administered by the members of the
Compensation Committee of Dime Community Bancshares, Inc. who are Disinterested
Board Members.  If the Committee consists of fewer than two
Disinterested Board Members, then the Board shall appoint to the Committee such
additional Disinterested Board Members as shall be necessary to provide for a
Committee consisting of at least two Disinterested Board Members.

      


      (b)           The
Board may, in its discretion, take any action and exercise any power, privilege
or discretion conferred on the Committee under the Plan with the same force and
effect under the Plan as if done or exercised by the Committee.

      


      (c)           No
member of the Committee on the Board shall participate in any action taken by
such body under the Plan if he or she is personally affected thereby, unless all
members of the Committee or Board, as applicable, are similarly
affected.

      


      
        
           

        

        
          10

          
            

          

        

        
           

        

      

      Section
4.2                      Committee
Action.

      


      The Committee shall hold such meetings,
and may make such administrative rules and regulations, as it may deem proper. A
majority of the members of the Committee shall constitute a quorum, and the
action of a majority of the members of the Committee present at a meeting at
which a quorum is present, as well as actions taken pursuant to the unanimous
written consent of all of the members of the Committee without holding a
meeting, shall be deemed to be actions of the Committee.  All actions
of the Committee shall be final and conclusive and shall be binding upon the
Company and all other interested parties.  Any Person dealing with the
Committee shall be fully protected in relying upon any written notice,
instruction, direction or other communication signed by the Secretary of the
Committee and one member of the Committee, by two members of the Committee or by
a representative of the Committee authorized to sign the same in its
behalf.

      


      Section
4.3                      Committee
Responsibilities.

      


      Subject to the terms and conditions of
the Plan and such limitations as may be imposed by the Board, the Committee
shall be responsible for the overall management and administration of the Plan
and shall have such authority as shall be necessary or appropriate in order to
carry out its responsibilities, including, without limitation, the
authority:

      


      (a)           to
interpret and construe the Plan, and to determine all questions that may arise
under the Plan as to eligibility for participation in the Plan, the number of
Shares subject to the Restricted Stock Awards, Stock Appreciation Rights or
Options, if any, to be granted, and the terms and conditions
thereof;

      


      (b)           with
the consent of the Recipient or Beneficiary, as applicable, amend or modify the
terms of any outstanding Option, Stock Appreciation Right or Restricted Stock
Award or accelerate or defer the Vesting Date or Earliest Exercise Date
thereof;

      


      (c)           to
adopt rules and regulations and to prescribe forms for the operation and
administration of the Plan; and

      


      (d)           to
take any other action not inconsistent with the provisions of the Plan that it
may deem necessary or appropriate.

      


      All
decisions, determinations and other actions of the Committee made or taken in
accordance with the terms of the Plan shall be final and conclusive and binding
upon all parties having an interest therein.

      


      Article
V

      


      Stock
Options

      


      Section
5.1                      Grant of
Options.

      


      (a)           Subject
to the limitations of the Plan, the Committee may, in its discretion, grant to
an Eligible Individual an Option to purchase Shares.  An Option for an
Eligible Employee must be designated as either an Incentive Stock Option or a
Non-Qualified Stock Option and, if not designated as either, shall be a
Non-Qualified Stock Option. An Option for an Eligible Individual who is not an
Eligible Employee shall be a Non-Qualified Stock Option.

      


      (b)           Any
Option granted under this section 5.1 shall be evidenced by a written agreement
which shall:

      


      (i)           specify
the number of Shares covered by the Option determined in accordance with section
5.2;

      


      (ii)           
specify the Exercise Price, determined in accordance with section 5.3, for the
Shares subject to the Option;

      


      (iii)           specify
the Earliest Exercise Date and the Exercise Period determined in accordance with
section 5.4;

      


      (iv)           specify
the Vesting Date determined in accordance with section 5.5;

      


      (v)           set
forth specifically or incorporate by reference the applicable provisions of the
Plan; and

      


      (vi)           contain
such other terms and conditions not inconsistent with the Plan as the Committee
may, in its discretion, prescribe with respect to an Option granted to an
Eligible Individual.

      


      
        
           

        

        
          11

          
            

          

        

        
           

        

      

      Section
5.2                      Size of
Option.

      


      Subject to section 3.2 and such
limitations as the Board may from time to time impose, the number of Shares as
to which an Eligible Individual may be granted Options shall be determined by
the Committee, in its discretion.

      


      Section
5.3                      Exercise
Price.

      


      The price per Share at which an Option
may be exercised shall be determined by the Committee, in its discretion, provided, however, that the
Exercise Price shall not be less than the Fair Market Value of a Share on the
date on which the Option is granted.

      


      Section
5.4                      Exercise Period; Earliest
Exercise Date.

      


      (a)           Subject
to section 5.4(b), the Exercise Period during which an Option may be exercised
shall commence on the Earliest Exercise Date specified by the Committee in the
Option Agreement (or, if no Earliest Exercise Date is specified in the Option
Agreement, on the Vesting Date).  It shall expire on the date
specified in the Option Agreement (and in any event no later than the tenth
anniversary of the date of grant) or, if no date is specified, on the earliest
of:

      


      (i)           the
date and time when the Recipient terminates Service for any reason other than
the Recipient's death, Disability or discharge that is not a Termination for
Cause; and

      


      (ii)           the
last day of the three-month period that begins on the date and time when the
Recipient terminates Service due to discharge that is not a Termination for
Cause;

      


      (iii)           
the last day of the one-year period that begins on the date and time when the
Recipient terminates Service due to the Recipient's death or Disability;
and

      


      (iv)           the
last day of the five-year period commencing on the date on which the Option was
granted.

      


      A
Recipient’s termination of Service prior to the Earliest Exercise Date of an
Option shall, unless otherwise provided in the Option Agreement, result in the
Option being canceled without consideration at the close of business on the last
day of Service.  An Option that remains unexercised at the close of
business on the last day of the Exercise Period (including but not limited to an
Option whose Earliest Exercise Date has not occurred) shall be canceled without
consideration at the close of business on the last day of the Exercise
Period.

      


      (b)           Unless
otherwise determined by the Committee and specified in the Option
Agreement:

      


      (i)           if
a Change in Control occurs while an Option is outstanding and on or before its
scheduled expiration date, then for purposes of exercising vested Options, the
date on which the Exercise Period expires shall be extended to the earliest to
occur of:  (A) tenth (10th)
anniversary of the date the Option was granted; and (B) the third (3rd)
anniversary of the date of the Change in Control; or any later date determined
under section 5.4(b)(ii) or (iii);

      


      (ii)           if
a Change in Control occurs while an Option is outstanding and on or before its
Earliest Exercise Date, then solely for the purpose of measuring the Exercise
Period (but not for purposes of vesting), the Recipient of the Option shall be
deemed to continue in Service through the applicable Earliest Exercise Date, and
the date on which the Exercise Period expires shall be extended to the earliest
to occur of:  (A) the tenth (10th)
anniversary of the date the Option was granted; (B) the third (3rd)
anniversary of the date of the Change in Control; and (C) ninety (90) days after
the Earliest Exercise Date; or any later date determined under section 5.4(b)(i)
or (iii);

      


      (iii)           if,
on the date an Option is otherwise scheduled to expire, the holder of the Option
may not then exercise the Option or sell Shares on a national securities
exchange without violating applicable federal, state or local securities laws or
the terms of a securities trading blackout (including but not limited to a
blackout period established under the Company’s securities trading policy or a
contractual lockup in connection with a securities offering or other transaction
involving the Company), the date on which the Exercise Period expires shall be
extended to the earliest to occur of:  (A) the tenth (10th)
anniversary of the date the Option was granted; and (B) ninety (90) days after
the last day of the securities trading blackout; or any later date determined
under section 5.4(b)(i) or (ii); and

      


      (iv)           the
Earliest Exercise Date (but not the Vesting Date) of any Option outstanding on
the date of the Recipient’s termination of Service due to death or Disability
shall be accelerated to the date of such termination of Service provided that
the Recipient of such Option remained in continuous Service during the period
beginning on the date the Option is granted and ending on the date of
termination of Service.

      


      
        
           

        

        
          12

          
            

          

        

        
           

        

      

      Section
5.5                      Vesting
Date.

      


      (a)           Subject
to section 5.5(b), the Vesting Date for each Option granted under the Plan shall
be the date determined by the Committee and specified in the Option
Agreement.  If no provision for vesting is made in the Option
Agreement, the Vesting Date shall be:

      


      (i)           the
first anniversary of the date of grant, as to 25% of the Shares subject to the
Option as of the date of grant;

       

      (ii)           the
second anniversary of the date of grant, as to an additional 25% of the Shares
subject to the Option as of the date of grant;

       

      (iii)                    the
third anniversary of the date of grant, as to an additional 25% of the Shares
subject to the Option as of the date of grant;

       

      (iv)           the
fourth anniversary of the date of grant, as to any remaining balance of the
Shares subject to the Option as of the date of grant;

       

      (vi)                    in
the event of the Recipient's termination of Service due to the Recipient's Death
or Disability, the date of termination of Service, as to any Options otherwise
scheduled to vest during the period of six months beginning on the date of
termination.

      


      Failure
of a Recipient to remain in continuous Service during the period beginning on
the date an Option is granted and ending on the Option’s Vesting Date shall
result in a cancellation of the Option without consideration at the earliest
date and time at which the Recipient is not in continuous Service.

      


      (b)           Except
to the extent that an applicable Option Agreement expressly provides otherwise,
each Option granted to an Eligible Employee that is outstanding under the Plan
on the date on which a Change of Control occurs shall, on such date, be 100%
vested and exercisable.

      


      Section
5.6                      Additional
Restrictions on Incentive Stock Options.

      


      An Option granted to an Eligible
Employee designated by the Committee to be an Incentive Stock Option shall be
subject to the following provisions:

       

      (a)           If,
for any calendar year, the sum of (i) plus (ii) exceeds $100,000, where (i)
equals the Fair Market Value (determined as of the date of the grant) of Shares
subject to an Option intended to be an Incentive Stock Option which first become
available for purchase during such calendar year, and (ii) equals the Fair
Market Value (determined as of the date of grant) of Shares subject to any other
options intended to be Incentive Stock Options and previously granted to the
same Eligible Employee which first become exercisable in such calendar year,
then that number of Shares optioned which causes the sum of (i) and (ii) to
exceed $100,000 shall be deemed to be Shares optioned pursuant to a
Non-Qualified Stock Option or Non-Qualified Stock Options, with the same terms
as the Option or Options intended to be an Incentive Stock Option;

      


      (b)           The
Exercise Price of an Incentive Stock Option granted to an Eligible Employee who,
at the time the Option is granted, owns Shares comprising more than 10% of the
total combined voting power of all classes of stock of the Company shall not be
less than 110% of the Fair Market Value of a Share, and if an Option designated
as an Incentive Stock Option shall be granted at an Exercise Price that does not
satisfy this requirement, the designated Exercise Price shall be observed and
the Option shall be treated as a Non-Qualified Stock Option;

      


      (c)           The
Exercise Period of an Incentive Stock Option granted to an Eligible Employee
who, at the time the Option is granted, owns Shares comprising more than 10% of
the total combined voting power of all classes of stock of the Company, shall
expire no later than the fifth anniversary of the date on which the Option was
granted, and if an Option designated as an Incentive Stock Option shall be
granted for an Exercise Period that does not satisfy this requirement, the
designated Exercise Period shall be observed and the Option shall be treated as
a Non-Qualified Stock Option;

      


      (d)           An
Incentive Stock Option that is exercised during its designated Exercise Period
but more than:

      


      (i)           three
(3) months after the termination of employment with the Company and all of its
Parents and Subsidiaries (other than on account of disability within the meaning
of section 22(e)(3) of the Code or death of the Eligible Employee to whom it was
granted); or

      


      (ii)           one
(1) year after such individual’s termination of employment with the Company, a
parent or a subsidiary due to disability (within the meaning of section 22(e)(3)
of the Code) or death;

      


      may be
exercised in accordance with the terms of the Option but shall at the time of
exercise be treated as a Non-Qualified Stock Option; and

      


      (e)           Except
with the prior written approval of the Committee, no individual shall dispose of
Shares acquired pursuant to the exercise of an Incentive Stock Option until
after the later of (i) the second anniversary of the date on which the Incentive
Stock Option was granted, or (ii) the first anniversary of the date on which the
Shares were acquired.

      


      
        
           

        

        
          13

          
            

          

        

        
           

        

      

      Section
5.7                      Method of
Exercise.

      


      (a)           Subject
to the limitations of the Plan and the Option Agreement, an Option Holder may,
at any time after the Earliest Exercise Date and during the Exercise Period,
exercise his or her right to purchase all or any part of the Shares to which the
Option relates; provided,
however, that the minimum number of Shares which may be purchased at any
time shall be 100, or, if less, the total number of Shares relating to the
Option which remain unpurchased.  An Option Holder shall exercise an
Option to purchase Shares by:

      


      (i)           giving
written notice to the Committee, in such form and manner as the Committee may
prescribe, of his intent to exercise the Option;

      


      (ii)           delivering
to the Committee full payment, consistent with section 5.7(b), for the Shares as
to which the Option is to be exercised; and

      


      (iii)           satisfying
such other conditions as may be prescribed in the Option Agreement.

      


      (b)           The
Exercise Price of Shares to be purchased upon exercise of any Option shall be
paid in full:

      


      (i)           in
cash (by certified or bank check or such other instrument as the Company may
accept); or

      


      (ii)           if
and to the extent permitted by the Committee, in the form of Shares already
owned by the Option holder for a period of more than six (6) months as of the
exercise date and having an aggregate Fair Market Value on the date the Option
is exercised equal to the aggregate Exercise Price to be paid; or

      


      (iii)           by
a combination thereof.

      


      If
permitted by the Committee, payment for any Shares to be purchased upon exercise
of an Option may also be made by delivering a properly executed exercise notice
to the Company, together with a copy of irrevocable instructions to a broker to
deliver promptly to the Company the amount of sale or loan proceeds to pay the
purchase price and applicable tax withholding amounts (if any), in which event
the Shares acquired shall be delivered to the broker promptly following receipt
of payment.

      


      (c)           When
the requirements of section 5.7(a) and (b) have been satisfied, the Committee
shall take such action as is necessary to cause the issuance of a stock
certificate evidencing the Option holder’s ownership of such Shares. The Person
exercising the Option shall have no right to vote or to receive dividends, nor
have any other rights with respect to the Shares, prior to the date as of which
such Shares are transferred to such Person on the stock transfer records of the
Company, and no adjustments shall be made for any dividends or other rights for
which the record date is prior to the date as of which such transfer is
effected, except as may be required under section 8.3.

      


      
        
           

        

        
          14

          
            

          

        

        
           

        

      

      Section
5.8                      Limitations on
Options

      (a)           An
Option by its terms shall not be transferable by any Option Holder, except that
(i) a Recipient may transfer a Non-Qualified Stock Option to the Recipient’s
Family Members during his lifetime; and (b) any Option Holder may transfer
Options remaining unexercised at his death to a Beneficiary or by will or by the
laws of descent and distribution. Any permitted transfer to Family Members shall
be effected by written notice to the Company given in such form and manner as
the Committee may prescribe and shall be recognized only if such notice is
received by the Company prior to the death of the person giving
it.  Thereafter, the Permitted Transferee shall have, with respect to
such Option, all of the rights, privileges and obligations which would attach
thereunder to the Recipient except the right to transfer the Option to Family
Members.  If a privilege of the Option depends on the life, Service,
employment or other status of the transferor, such privilege of the Option for
the transferee shall continue to depend on the life, Service, employment or
other status of the transferor. The Committee shall have full and exclusive
authority to interpret and apply the provisions of this Plan to transferees to
the extent not specifically described herein.

      


      (b)           The
Company’s obligation to deliver Shares with respect to an Option shall, if the
Committee so requests, be conditioned upon the receipt of a representation as to
the investment intention of the Option holder to whom such Shares are to be
delivered, in such form as the Committee shall determine to be necessary or
advisable to comply with the provisions of applicable federal, state or local
law. It may be provided that any such representation shall become inoperative
upon a registration of the Shares or upon the occurrence of any other event
eliminating the necessity of such representation. The Company shall not be
required to deliver any Shares under the Plan prior to (i) the admission of such
Shares to listing on any stock exchange on which Shares may then be listed, or
(ii) the completion of such registration or other qualification under any state
or federal law, rule or regulation as the Committee shall determine to be
necessary or advisable.

      


      (c)           An
Option holder may designate a Beneficiary to receive any Options that may be
exercised after his death.  Such designation (and any change or
revocation of such designation) shall be made in writing in the form and manner
prescribed by the Committee.  In the event that the designated
Beneficiary dies prior to the Option holder, or in the event that no Beneficiary
has been designated, any Options that may be exercised following the Option
holder’s death shall be transferred to the executor or administrator of the
Option holder’s estate, or if no such executor or administrator is appointed
within such time as the Committee, in its sole discretion, shall deem
reasonable, to such one or more of the spouse and descendants and blood
relatives of such deceased person as the Committee may select.  If the
Option holder and his Beneficiary shall die in circumstances that cause the
Committee, in its discretion, to be uncertain which shall have been the first to
die, the Option holder shall be deemed to have survived the
beneficiary.

      


      
        
           

        

        
          15

          
            

          

        

        
           

        

      

      Article
VI

      


      Restricted Stock
Awards

      


      Section
6.1                      In
General.

      


      (a)           Each
Restricted Stock Award shall be evidenced by an Award Notice issued by the
Committee to the Eligible Individual, which notice shall:

      


      (i)           specify
the number of Shares covered by the Restricted Stock Award;

      


      (ii)           specify
the amount (if any) which the Recipient shall be required to pay to the Company
in consideration for the issuance of such Shares (which shall in no event be
less than the minimum amount required for such Shares to be validly issued,
fully paid and nonassessable under applicable law);

      


      (iii)           specify
whether the Restricted Stock Award is a Performance-Based Award and, if it is,
the applicable Performance Goal or Performance Goals;

      


      (iv)           specify
whether the Restricted Stock Award is a Career Service Award; and

       

      (iv)           specify
the date of grant of the Restricted Stock Award; and

      


      (v)           specify
the Vesting Date for the Restricted Stock Award;

      


      and
contain such other terms and conditions not inconsistent with the Plan as the
Committee may, in its discretion, prescribe.

      


      (b)           All
Restricted Stock Awards shall be in the form of issued and outstanding Shares
that shall be either:

      


      (i)           registered
in the name of the Committee or other trustee or custodian for the benefit of
the Recipient and held by the Committee pending the vesting or forfeiture of the
Restricted Stock Award;

      


      (ii)           registered
in the name of Recipient and held by the Committee, together with a stock power
executed by the Recipient in favor of the Committee, pending the vesting or
forfeiture of the Restricted Stock Award; or

      


      (iii)           registered
in the name of and delivered to the Recipient.

      


      In any
event, the certificates evidencing the Shares shall at all times prior to the
applicable Vesting date bear the following legend:

      


      The
Common Stock evidenced hereby is subject to the terms of Restricted Stock Award
Notice between Dime Community Bancshares, Inc. and [Name of Recipient] dated
[Date] made pursuant to the terms of the Dime Community Bancshares, Inc. 2004
Omnibus Stock Incentive Plan, copies of which are on file at the executive
offices of Dime Community Bancshares, Inc., and may not be sold, encumbered,
hypothecated or otherwise transferred except in accordance with the terms of
such Plan and Agreement.

      


      or such
other restrictive legend as the Committee, in its discretion, may
specify.

      


      (c)           An
Award by its terms shall not be transferable by the Eligible Individual other
than by will or by the laws of descent and distribution, and the Shares granted
pursuant to such Award shall be distributable, during the lifetime of the
Recipient, only to the Recipient.

      


      Section
6.2                      Vesting
Date.

      


      (a)           The
Vesting Date for each Restricted Stock Award that is not a Career Service Award
shall be determined by the Committee and specified in the Award Notice and, if
no date is specified in the Award Notice, shall be the first anniversary of the
date of grant as to 25% of the Shares; the second anniversary of the date of
grant as to an additional 25% of the Shares; the third anniversary of the date
of grant as to an additional 25% of the Shares; and the fourth anniversary of
the date of grant as to the remaining balance of the Shares.

      


      (b)           Unless
otherwise determined by the Committee and specified in the Award Notice for a
Restricted Stock Award that is not a Career Service Award:

      


      (i)           if
the Recipient of a Restricted Stock Award terminates Service prior to the
Vesting Date for any reason other than death or Disability, any unvested Shares
shall be forfeited without consideration (other than a refund to the Recipient
of an amount equal to the lesser of the amount (if any) paid by the Recipient
for the Shares being forfeited upon their issuance and the Fair Market Value of
such Shares on the date of forfeiture);

      


      (ii)           if
the Recipient of a Restricted Stock Award terminates Service prior to the
Vesting Date on account of death or Disability, any unvested Shares that were
scheduled to vest during the six-month period beginning on the date of
termination shall become vested on the date of termination of Service;
and

      


      (iii)           if
a Change in Control occurs prior to the Vesting Date of a Restricted Stock Award
that is outstanding on the date of the Change in Control, the Vesting Date shall
be accelerated to the date of the Change in Control.

      


      
        
           

        

        
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      Section
6.3                      Performance Based Restricted
Stock Awards.

      


      (a)           At
the time it grants a Performance-Based Restricted Stock Award, the Committee
shall establish one or more Performance Goals, the attainment of which shall be
a condition of the Recipient’s right to retain the related
Shares.  The Performance Goals shall be selected from among the
following:

      


      
        	
                (i)

              	
                Earnings
      per common share

              
	
                (ii)

              	
                Net
      income

              
	
                (iii)

              	
                Return
      on average equity

              
	
                (iv)

              	
                Return
      on average assets

              
	
                (v)

              	
                Core
      earnings

              
	
                (vi)

              	
                Stock
      price

              
	
                (vii)

              	
                Strategic
      business objectives, consisting of one or more objectives

                  based
      upon satisfying specified cost targets, business expansion
      goals,

                  and
      goals relating to acquisitions or divestitures

              
	
                (viii)

              	
                Operating
      income

              
	
                (ix)

              	
                 Operating
      efficiency ratio

              
	
                (x)

              	
                Net
      interest spread

              
	
                (xi)

              	
                 Loan
      production volumes

              
	
                (xii)

              	
                Non-performing
      loans

              
	
                (xiii)

              	
                Cash
      flow

              
	
                (xiv)

              	
                Total
      shareholder return

              
	
                (xv)

              	
                Net
      revenue

              
	
                (xvi)

              	
                Gross
      revenue

              
	
                (xvii)

              	
                Operating
      expense

              
	
                (xviii)

              	
                Fee
      income

              
	
                (xix)

              	
                Deposit
      growth

              
	
                (xx)

              	
                Any
      other performance criteria established by the Administrative
      Committee

              
	
                (xxi)

              	
                Any
      combination of (i) through (xx)
above

              


      

      


      Performance Goals may be established on
the basis of reported earnings or cash earnings, and consolidated results or
individual business units and may, in the discretion of the Committee, include
or exclude extraordinary items and/or the results of discontinued
operations.  Each Performance Goal may be expressed on an absolute
and/or relative basis, may be based on or otherwise employ comparisons based on
internal targets, the past performance of the Company (or individual business
units) and/or the past or current performance of other companies.

      


      (b)           At
the time it grants a Performance-Based Restricted Stock Award, the Committee
shall establish a Performance Measurement Period for each Performance
Goal.   The Performance Measurement Period shall be the period
over which the Performance Goal is measured and its attainment is
determined.  If the Committee establishes a Performance Goal but fails
to specify a Performance Measurement Period, the Performance Measurement Period
shall be:

      


      (i)           if
the Performance-Based Restricted Stock Award is granted during the first nine
months of the Company’s fiscal year, the three-fiscal year period of the Company
that begins with the fiscal year in which the Performance-Based Restricted Stock
Award is granted; and

      


      (ii)           in
all other cases, the period of twelve (12) consecutive fiscal quarters of the
Company that begins with the fiscal quarter in which the Performance-Based
Restricted Stock Award is granted.

      


      (c)           As
promptly as practicable following the end of each Performance Measurement
Period, the Committee shall determine, on the basis of such evidence as it deems
appropriate, whether the Performance Goals for such Performance Measurement
Period have been attained and, if they have been attained, shall certify such
fact in writing.

      


      (d)           If
the Performance Goals for a Performance-Based Restricted Stock Award have been
attained and certified, the Committee shall either:

      


      (i)           if
the relevant Vesting Date has occurred, cause the ownership of the Shares
subject to such Restricted Stock Award, together with all dividends and other
distributions with respect thereto that have been accumulated, to be transferred
on the stock transfer records of the Company, free of any restrictive legend
other than as may be required by applicable law, to the Recipient of the
Restricted Stock Award; or

      


      (ii)           in
all other cases, continue the Shares in their current status pending the
occurrence of the relevant Vesting Date or forfeiture of the
Shares.

      


      If any
one or more of the relevant Performance Goals have not been attained, all of the
Shares subject to such Restricted Stock Award shall be forfeited without a
consideration (other than a refund to the Recipient or his estate of an amount
equal to the lesser of the amount (if any) paid by the Recipient for the Shares
being forfeited upon their issuance and the Fair Market Value of such Shares on
the date of forfeiture).

      


      (e)           If
the Performance Goals for any Performance Measurement Period shall have been
affected by special factors (including material changes in accounting policies
or practices, material acquisitions or dispositions of property, or other
unusual items) that in the Committee’s judgment should or should not be taken
into account, in whole or in part, in the equitable administration of the Plan,
the Committee may, for any purpose of the Plan, adjust such Performance Goals
and make payments accordingly under the Plan; provided, however, that any
adjustments made in accordance with or for the purposes of this section 6.3(e)
shall be disregarded for purposes of calculating the Performance Goals for a
Performance-Based Restricted Stock Award to a Covered Employee if and to the
extent that such adjustments would have the effect of increasing the amount of a
the Restricted Stock Award to such Covered Employee.

      


      (f)           If
provided by the Committee when a Performance-Based Restricted Stock Award is
granted, to the extent that the relevant Performance Goals are achieved prior to
the end of the Performance Measurement Period and certified by the Committee,
vested a Performance-Based Restricted Stock Award may be paid at any time
following such certification.

      


      
        
           

        

        
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      Section
6.4                      Career Service
Awards.

      


      The Vesting Date of a Restricted Stock
Award that is designated a Career Service Award shall be:

      


      (a)           the
date of the Retirement, death or Disability of the Recipient; and

       

      (b)           the
fifth anniversary of the date of grant of the Restricted Stock Award or
occurrence of such later date as the Committee may determine and specify in the
Award Notice

       

      in each
case while the Recipient is in the Service of the
Employer.  If  the Vesting Date is prior to the Recipient's
65th birthday (or any later date specified in accordance with section 6.4(b)),
the number of Shares subject to the Career Service Award that become vested on
the Vesting Date shall be equal to the product (rounded to the nearest whole
Share) of (a) the number of Shares subject to the Career Service Award
multiplied by (b) a fraction, the numerator of which is the number of calendar
months that begin during the period beginning on the date of grant and ending on
the Vesting Date and the denominator of which is the number of calendar months
that begin during the period beginning on the date of grant and ending on the
Recipient's 65th
birthday (or later date specified in accordance with section
6.4(b)).   If a Recipient terminates Service in all capacities
with all Employers prior to the Vesting Date for a Career Service Award, and to
the extent that the relevant Vesting Date for a Career Service Award is prior to
the Recipient's 65th
birthday (or any later date specified in accordance with section 6.4(b)), any
Shares subject to the Career Service Award that are not vested shall be
forfeited.  Any Shares that become vested due to Retirement shall be
further subject to forfeiture if and to the extent provided in any retirement
agreement between the Recipient and the Employer.

      


      
        
           

        

        
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      Section
6.5                      Dividend
Rights.

      


      Unless the Committee determines
otherwise with respect to any Restricted Stock Award and specifies such
determination in the relevant Award Notice, any dividends or distributions
declared and paid with respect to Shares subject to the Restricted Stock Award,
whether or not in cash, shall be held and accumulated (with investment earnings
or losses) pending vesting at the same time and subject to the same terms and
conditions as the underlying Shares and, pending vesting, shall be reinvested in
additional Shares .

      


      Section
6.6                      Voting
Rights.

      


      Unless the Committee determines
otherwise with respect to any Restricted Stock Award and specifies such
determination in the relevant Award Notice, voting rights appurtenant
to  the Shares subject to the Restricted Stock Award, shall be
exercised by the Committee in its discretion.

      


      Section
6.7                      Tender
Offers.

      


      Each Recipient to whom a Restricted
Stock Award is outstanding shall have the right to respond, or to direct the
response, with respect to the related Shares, to any tender offer, exchange
offer or other offer made to the holders of Shares. Such a direction for any
such Shares shall be given by proxy or ballot (if the Recipient is the
beneficial owner of the Shares for voting purposes) or by completing and filing,
with the inspector of elections, the Trustee or such other person who shall be
independent of the Company as the Committee shall designate in the direction (if
the Recipient is not such a beneficial owner), a written direction in the form
and manner prescribed by the Committee. If no such direction is given, then the
Shares shall not be tendered.

      


      Section
6.8                      Designation of
Beneficiary.

      


      An Eligible Individual who has received
a Restricted Stock Award may designate a Beneficiary to receive any unvested
Shares that become vested on the date of his death.  Such designation
(and any change or revocation of such designation) shall be made in writing in
the form and manner prescribed by the Committee.  In the event that
the Beneficiary designated by an Eligible Individual dies prior to the Eligible
Individual, or in the event that no Beneficiary has been designated, any vested
Shares that become available for distribution on the Eligible Individual’s death
shall be paid to the executor or administrator of the Eligible Individual’s
estate, or if no such executor or administrator is appointed within such time as
the Committee, in its sole discretion, shall deem reasonable, to such one or
more of the spouse and descendants and blood relatives of such deceased person
as the Committee may select.

      


      Section
6.9                      Manner of
Distribution of Awards.

      


      The Company’s obligation to deliver
Shares with respect to a Restricted Stock Award shall, if the Committee so
requests, be conditioned upon the receipt of a representation as to the
investment intention of the Eligible Individual or Beneficiary to whom such
Shares are to be delivered, in such form as the Committee shall determine to be
necessary or advisable to comply with the provisions of applicable federal,
state or local law. It may be provided that any such representation shall become
inoperative upon a registration of the Shares or upon the occurrence of any
other event eliminating the necessity of such representation. The Company shall
not be required to deliver any Shares under the Plan prior to (i) the admission
of such Shares to listing on any stock exchange on which Shares may then be
listed, or (ii) the completion of such registration or other qualification under
any state or federal law, rule or regulation as the Committee shall determine to
be necessary or advisable.

      


      
        
           

        

        
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      Section
6.10                                Taxes.

      


      The Company or the Committee shall have
the right to require any person entitled to receive Shares pursuant to a
Restricted Stock Award to pay the amount of any tax which is required to be
withheld with respect to such Shares, or, in lieu thereof, to retain, or to sell
without notice, a sufficient number of Shares to cover the amount required to be
withheld.

      


      Article
VII

      


      Stock Appreciation
Rights

      


      Section
7.1                      Grant of Stock Appreciation
Rights.

      


      (a)           Subject
to the limitations of the Plan, the Committee may, in its discretion, grant to
an Eligible Individual a Stock Appreciation Right.  A Stock
Appreciation Right must be designated as either a tandem Stock Appreciation
Right or a stand-alone Stock Appreciation Right and, if not so designated, shall
be deemed to be a stand-alone Stock Appreciation Right.  A tandem
Stock Appreciation Right may only be granted at the same time as the Option to
which it relates.

      


      (b)           Any
Stock Appreciation Right granted under this section 7.1 shall be evidenced by a
written agreement which shall:

      


      (i)           in
the case of a tandem Stock Appreciation Right, relate to the same number of
Shares; be settled only in Shares; have the same Exercise Price, Exercise
Period, Vesting Date and other terms and conditions as the Option to which it
relates and provide that the exercise of the related Option shall be deemed to
cancel the Stock Appreciation Right for a like number of Shares and that the
exercise of the Stock Appreciation Right shall be deemed to cancel the related
Option for a like number of Shares;

      


      (ii)           in
the case of a stand-alone Stock Appreciation Right:

      


      (A)           
specify the number of Shares covered by the Stock Appreciation
Right;

      


      (B)           specify  the
Exercise Price, determined in accordance with section 7.3;

      


      (C)           specify
the Earliest Exercise Date and the Exercise Period;

      


      (D)           specify
the Vesting Date;

      


      (E)           specify
whether the Stock Appreciation will be settled in cash or in
Shares;

      


      (F)           set
forth specifically or incorporate by reference the applicable provisions of the
Plan; and

      


      (G)           contain
such other terms and conditions not inconsistent with the Plan as the Committee
may, in its discretion, prescribe with respect to an Stock Appreciation Right
granted to an Eligible Individual.

      


      Section
7.2                      Size of Stock Appreciation
Right.

      


      Subject to section 3.4 and such
limitations as the Board may from time to time impose, the number of Shares as
to which an Eligible Individual may be granted stand-alone Stock Appreciation
Rights shall be determined by the Committee, in its discretion; provided, however, that a
tandem Stock Appreciation Right shall be granted for a number of Shares no
greater than the number of Shares subject to the related Option.

      
        


        
          
             

          

          
            20

            
              

            

          

          
             



        

      

      Section
7.3                      Exercise
Price.

      


      The price per Share at which
a  stand-alone Stock Appreciation Right may be exercised shall be
determined by the Committee, in its discretion, provided, however, that the
Exercise Price shall not be less than the Fair Market Value of a Share on the
date on which the Option is granted.

       

      Section
7.4                      Exercise
Period.

      


      (a)           Subject
to section 7.4(b), the Exercise Period during which a stand-alone Stock
Appreciation Right may be exercised shall commence on the Vesting Date and shall
expire on the date specified in the SAR Agreement (and in any event no later
than the tenth anniversary of the date of grant) or, if no date is specified, on
the earliest of:

      (i)           the
date and time when the Recipient terminates Service for any reason;
and

      (ii)           the
last day of the five-year period commencing on the date on which the Option was
granted.

      A
Recipient’s termination of Service prior to the Vesting Date of a Stock
Appreciation Right shall, unless otherwise provided in the SAR Agreement, result
in the Stock Appreciation Right being canceled without consideration at the
close of business on the last day of Service.  A Stock Appreciation
Right that is vested and remains unexercised at the close of business on the
last day of the Exercise Period shall be deemed automatically exercised on such
date.

      


      Section
7.5                      Vesting
Date.

      


      (a)           Subject
to section 7.5(b), the Vesting Date for each stand-alone Stock Appreciation
Right granted under the Plan shall be the date determined by the Committee and
specified in the SAR Agreement or, if no provision for vesting is made in the
SAR Agreement, the Vesting Date shall be:

      


      (i)           the
first anniversary of the date of grant, as to 25% of the Shares subject to the
Stock Appreciation Right as of the date of grant;

       

      (ii)           the
second anniversary of the date of grant, as to an additional 25% of the Shares
subject to the Stock Appreciation Right as of the date of grant;

       

      (iii)           the
third anniversary of the date of grant, as to an additional 25% of the Shares
subject to the Stock Appreciation Right as of the date of grant;

       

      (iv)           the
fourth anniversary of the date of grant, as to any remaining balance of the
Shares subject to the Stock Appreciation Right as of the date of
grant;

       

      (v)           in
the event of the Recipient's termination of Service due to the Recipient's Death
or Disability, the date of termination of Service, as to any Stock Appreciation
Rights otherwise scheduled to vest during the period of six months beginning on
the date of termination.

       

      Failure
of a Recipient to remain in continuous Service during the period beginning on
the date a Stock Appreciation Right is granted and ending on the Stock
Appreciation Right’s Vesting Date shall result in a cancellation of the Stock
Appreciation Right without consideration at the earliest date and time at which
the Recipient is not in continuous Service.

      


      (b)           Except
to the extent that an applicable SAR Agreement expressly provides otherwise,
each Stock Appreciation Right that is outstanding under the Plan on the date on
which a Change of Control occurs shall, on such date, be 100% vested and
exercisable.

      


      
        
           

        

        
          21

          
            

          

        

        
           

        

      

      Section
7.6                      Method of
Exercise.

      


      (a)           Subject
to the limitations of the Plan and the SAR Agreement, a Recipient may, at any
time after the Vesting Date and during the Exercise Period, exercise his or her
Stock Appreciation Right as to all or any part of the Shares to which the Stock
Appreciation Right relates; provided, however, that the
minimum number of Shares as to which a Stock Appreciation Right may be exercised
shall be 100, or, if less, the total number of Shares relating to the Stock
Appreciation Right which remain unexercised.  A Recipient shall
exercise a Stock Appreciation Right by:

      (i)           giving
written notice to the Committee, in such form and manner as the Committee may
prescribe, of his intent to exercise the Stock Appreciation Right;
and

      (ii)           satisfying
such other conditions as may be prescribed in the SAR Agreement.

      Any
stand-alone Stock Appreciation Rights that are vested and remain unexercised at
the expiration date of the relevant Exercise Period shall be deemed
automatically exercised on such date without the requirement of notice or any
other action on the part of the Recipient.

      


      (b)           When
the requirements of section 7.6(a) have been satisfied, the Committee shall take
such action as is necessary to cause the remittance to the Recipient (or, in the
event of his death, his Beneficiary) of a payment in an amount per Share equal
to the excess (if any) of (i) the Fair Market Value of a Share on the date of
exercise over (ii) the Exercise Price per Share, or, if applicable Shares with
an aggregate Fair Market Value of a like amount.

      


      Section
7.7                      Beneficiaries.

      


      The Recipient of a stand-alone Stock
Appreciation Right  may designate a Beneficiary to receive any payment
in respect of outstanding stand-alone Stock Appreciation Rights  that
may be made after his death.  Such designation (and any change or
revocation of such designation) shall be made in writing in the form and manner
prescribed by the Committee.  In the event that the designated
Beneficiary dies prior to the Recipient, or in the event that no Beneficiary has
been designated, the executor or administrator of the Recipient's estate, or if
no such executor or administrator is appointed within such time as the
Committee, in its sole discretion, shall deem reasonable, such one or more of
the spouse and descendants and blood relatives of such deceased person as the
Committee may select, shall be deemed the Beneficiary.  If the
Recipient and his Beneficiary shall die in circumstances that cause the
Committee, in its discretion, to be uncertain which shall have been the first to
die, the Recipient shall be deemed to have survived the
beneficiary.

      


      Article
VIII

      


      Special Tax
Provisions

      


      Section
8.1                      Tax Withholding
Rights.

      


      The Company shall have the right to
deduct from all amounts paid by the Company in cash with respect to an Option or
Stock Appreciation Right under the Plan any taxes required by law to be withheld
with respect to such Option or Stock Appreciation Right.  Where any
Person is entitled to receive Shares, the Company shall have the right to
require such Person to pay to the Company the amount of any tax which the
Company is required to withhold with respect to such Shares, or, in lieu
thereof, to retain, or to sell without notice, a sufficient number of Shares to
cover the minimum amount required to be withheld. To the extent determined by
the Committee and specified in the Option Agreement, an Option Holder shall have
the right to direct the Company to satisfy the minimum required federal, state
and local tax withholding by reducing the number of Shares subject to the Option
(without issuance of such Shares to the Option holder) by a number equal to the
quotient of (a) the total minimum amount of required tax withholding divided by
(b) the excess of the Fair Market Value of a Share on the Option Exercise Date
over the Option Exercise Price per Share.

      


      Section
8.2                      Code Section 83(b)
Elections.

      


      If and to the extent permitted by the
Committee and specified in an Option Agreement for a Non-Qualified Stock Option
or a Restricted Stock Award Agreement for a Restricted Stock Award other than a
Performance-Based Restricted Stock Award, a Recipient may be permitted or
required to make an election under section 83(b) of the Code to include the
compensation related thereto in income for federal income tax purposes at the
time of issuance of the Shares to such Recipient instead of at a subsequent
Vesting Date.  In such event, the Shares issued prior to their Vesting
Date shall be issued in certificated form only, and the certificates therefor
shall bear the legend set forth in section 6.1(b) or such other restrictive
legend as the Committee, in its discretion, may specify.  In the event
of the Recipient’s termination of Service prior to the relevant Vesting Date or
forfeiture of the Shares for any other reason, the Recipient shall be required
to return all forfeited Shares to the Company without consideration therefor
(other than a refund to the Recipient or his estate of an amount equal to the
lesser of the amount paid by the Recipient for the Shares upon their issuance or
the Fair Market Value of the Shares on the date of forfeiture).

      


      
        
           

        

        
          22

          
            

          

        

        
           

        

      

      Section
8.3                      Election to Defer Income Tax
Liability Pursuant to Deferred Compensation Program.

      


      To the extent permitted by the
Committee, the Recipient of a Non-Qualified Stock Option, Stock Appreciation
Right or Restricted Stock Award may elect to defer the income tax liability
associated therewith pursuant to the terms of a non-qualified deferred
compensation plan in which the Recipient is eligible to
participate.

      


      Article
IX

      


      Amendment and
Termination

      


      Section
9.1                      Termination.

      


      The Board may suspend or terminate the
Plan in whole or in part at any time prior to the tenth anniversary of the
Effective Date by giving written notice of such suspension or termination to the
Committee. Unless sooner terminated, the Plan shall terminate automatically on
the day preceding the tenth anniversary of the Effective Date. In the event of
any suspension or termination of the Plan, all Options, Stock Appreciation
Rights and Restricted Stock Awards theretofore granted under the Plan that are
outstanding on the date of such suspension or termination of the Plan shall
remain outstanding and exercisable for the period and on the terms and
conditions set forth in the Option and Stock Appreciation Right agreements and
the Award Notices evidencing such Options, Stock Appreciation Rights and
Restricted Stock Awards.

      


      Section
9.2                      Amendment.

      


      The Board may amend or revise the Plan
in whole or in part at any time; provided, however, that, to
the extent required to comply with section 162(m) of the Code or the corporate
governance standards imposed under the listing requirements imposed by any
national securities exchange on which the Company lists or seeks to list Shares,
no such amendment or revision shall be effective if it amends a material term of
the Plan unless approved by the holders of a majority of the votes cast on a
proposal to approve such amendment or revision.

      


      Section
9.3                      Adjustments
in the Event of Business Reorganization.

      


      (a)           In
the event any recapitalization, forward or reverse split, reorganization,
merger, consolidation, spin-off, combination, repurchase, or exchange of Shares
or other securities, stock dividend or other special and nonrecurring dividend
or distribution (whether in the form of cash, securities or other property),
liquidation, dissolution, or other similar corporate transaction or event,
affects the Shares such that an adjustment is appropriate in order to prevent
dilution or enlargement of the rights of Recipients under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust any or all of
(i) the number and kind of securities deemed to be available thereafter for
grants of Options, Stock Appreciation Rights and Restricted Stock Awards in the
aggregate to all Eligible Individuals and individually to any one Eligible
Individual, (ii) the number and kind of securities that may be delivered or
deliverable in respect of outstanding Options, Stock Appreciation Rights and
Restricted Stock Awards, and (iii) the Exercise Price of Options and Stock
Appreciation Rights. In addition, the Committee is authorized to make
adjustments in the terms and conditions of, and the criteria included in,
Options, Stock Appreciation Rights or Restricted Stock Awards (including,
without limitation, cancellation of Options, Stock Appreciation Rights and
Restricted Stock Awards in exchange for the in-the-money value, if any, of the
vested portion thereof, or substitution of Options, Stock Appreciation Rights or
Restricted Stock Awards using stock of a successor or other entity) in
recognition of unusual or nonrecurring events (including, without limitation,
events described in the preceding sentence) affecting the Company or any Parent
or Subsidiary or the financial statements of the Company or any Parent or
Subsidiary, or in response to changes in applicable laws, regulations, or
account principles; provided,
however, that any such adjustment to an Option, Stock Appreciation Right
or Performance-Based Restricted Stock Award granted to a Recipient who is a
Covered Employee shall conform to the requirements of section 162(m) of the Code
and the regulations thereunder then in effect.

      


      (b)           In
the event of any merger, consolidation, or other business reorganization
(including but not limited to a Change in Control) in which the Company is not
the surviving entity, any Options or Stock Appreciation Rights granted under the
Plan which remain outstanding shall be converted into options to purchase voting
common equity securities of the business entity which survives such merger,
consolidation or other business reorganization or stock appreciation rights
having substantially the same terms and conditions as the outstanding Options
under this Plan and reflecting the same economic benefit (as measured by the
difference between the aggregate exercise price and the value exchanged for
outstanding Shares in such merger, consolidation or other business
reorganization), all as determined by the Committee prior to the consummation of
such merger; provided,
however, that the Committee may, at any time prior to the consummation of
such merger, consolidation or other business reorganization, direct that all,
but not less than all, outstanding Options and Stock Appreciation Rights be
canceled as of the effective date of such merger, consolidation or other
business reorganization in exchange for a cash payment per Share equal to the
excess (if any) of the value exchanged for an outstanding Share in such merger,
consolidation or other business reorganization over the Exercise Price of the
Option or Stock Appreciation Right being canceled.

      


      (c)           In
the event of any merger, consolidation, or other business reorganization
(including but not limited to a Change in Control) in which the Company is not
the surviving entity, any Restricted Stock Award shall be adjusted by allocating
to the Recipient the amount of money, stock, securities or other property to be
received by the other shareholders of record, and such money, stock, securities
or other property shall be subject to the same terms and conditions of the
Restricted Stock Award that applied to the Shares for which it has been
exchanged.

      


      
        
           

        

        
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      Article
X

      


      Miscellaneous

      


      Section
10.1                                Status as an Employee
Benefit Plan.

      


      This Plan is not intended to satisfy
the requirements for qualification under section 401(a) of the Code or to
satisfy the definitional requirements for an "employee benefit plan" under
section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.
It is intended to be a non-qualified incentive compensation program that is
exempt from the regulatory requirements of the Employee Retirement Income
Security Act of 1974, as amended. The Plan shall be construed and administered
so as to effectuate this intent.

      


      Section
10.2                                No Right
to Continued Employment.

      


      Neither the establishment of the Plan
nor any provisions of the Plan nor any action of the Board or the Committee with
respect to the Plan shall be held or construed to confer upon any Eligible
Individual any right to a continuation of his or her position as a director or
employee of the Company.  The Employers reserve the right to remove
any participating member of the Board or dismiss any Eligible Employee or
otherwise deal with any Eligible Individual to the same extent as though the
Plan had not been adopted.

      


      
        
           

        

        
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      Section
10.3                                Construction
of Language.

      


      Whenever appropriate in the Plan, words
used in the singular may be read in the plural, words used in the plural may be
read in the singular, and words importing the masculine gender may be read as
referring equally to the feminine or the neuter. Any reference to an Article or
section number shall refer to an Article or section of this Plan unless
otherwise indicated.

      


      Section
10.4                                Governing
Law.

      


      The Plan shall be construed,
administered and enforced according to the laws of the State of New York without
giving effect to the conflict of laws principles thereof, except to the extent
that such laws are preempted by federal law.  The federal and state
courts located in the County of New York shall have exclusive jurisdiction over
any claim, action, complaint or lawsuit brought under the terms of the
Plan.  By accepting any Restricted Stock Award, SAtock Appreciation
Right or Option granted under this Plan, the Eligible Individual, and any other
person claiming any rights under the Plan, agrees to submit himself, and any
such legal action as he shall bring under the Plan, to the sole jurisdiction of
such courts for the adjudication and resolution of any such
disputes.

      


      Section
10.5                                Headings.

      


      The headings of Articles and sections
are included solely for convenience of reference. If there is any conflict
between such headings and the text of the Plan, the text shall
control.

      


      Section
10.6                                Non-Alienation of
Benefits.

      


      The right to receive a benefit under
the Plan shall not be subject in any manner to anticipation, alienation or
assignment, nor shall such right be liable for or subject to debts, contracts,
liabilities, engagements or torts.

      


      Section
10.7                                Notices.

      


      Any communication required or permitted
to be given under the Plan, including any notice, direction, designation,
comment, instruction, objection or waiver, shall be in writing and shall be
deemed to have been given at such time as it is delivered personally or five (5)
days after mailing if mailed, postage prepaid, by registered or certified mail,
return receipt requested, addressed to such party at the address listed below,
or at such other address as one such party may by written notice specify to the
other party:

      


      (a)           If
to the Committee:

      


      Dime
Community Bancshares, Inc.

      c/o The
Dime Savings Bank of Williamsburgh

      209
Havemeyer Street

      Brooklyn,
New York  11211

      


      Attention:  Corporate
Secretary

      


      (b)           If
to a Recipient, Beneficiary or Option Holder, to the Recipient’s, Beneficiary's
or Option Holder's address as shown in the Employer’s records.

      


      Section
10.8                                Approval of
Shareholders.

      


      The Plan shall be subject to approval
by the Company’s shareholders within twelve (12) months before or after the
Effective Date.  Any Option, Stock Appreciation Rightt or Restricted
Stock Award granted prior to the date such approval is obtained shall be granted
contingent on such approval and shall be void ab initio in the event such
approval is not obtained.  No Performance-Based Restricted Stock
Awards shall be granted after the fifth (5th)
anniversary of the Effective Date unless, prior to such date, the listing of
permissible Performance Goals set forth in section 6.3 shall have been
re-approved by the stockholders of the Company in the manner required by section
162(m) of the Code and the regulations thereunder.


      
        
           


        

        
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