exhibit10-29.htm


     

    DIME
COMMUNITY BANCSHARES, INC.

    ANNUAL
INCENTIVE PLAN

    


    SECTION
1.                            Purpose.

    


    The purpose of the Dime Community
Bancshares, Inc. ("Dime") Annual Incentive Plan (the "Plan") is to provide
incentives for senior executives and other key employees whose performance in
fulfilling the responsibilities of their positions can have a major impact on
the profitability and future growth of Dime (the "Company"). The Plan is part of
an overall compensation program which ties the achievement of annual strategic
and operating goals with compensation.

    


    SECTION
2.                            Definitions.

                  


                  
For the purposes of the Plan, the following terms shall have the meanings
indicated:

    


                  "Award"
shall mean the payment of an award by the Committee to a Participant pursuant to
Section 4.

    


                  "Applicable
Period" shall mean, with respect to any Award Year, a period commencing on or
before the first day of such Award Year and ending no later than the earlier of
(i) the 90th day of such Award Year or (ii) the date on which 25% of such Award
Year has been completed. Any action required under the Plan to be taken within
the period specified in the previous sentence may be taken at a later date with
respect to Participants who are not Covered Officers and with respect to Covered
Officers if Section 162(m) is amended to permit such later date.

    


                  "Award
Year" shall mean any fiscal year, or other performance period designated by the
Committee, with respect to the Company's performance in which an Award is
granted.

    


                  "Board"
shall mean the Board of Directors of the Company.

    


                  "Committee"
shall mean the Committee designated pursuant to Section 3. Unless otherwise
determined by the Board, the Compensation Committee designated by the Board
shall be the Committee under the Plan.

    


                  "Covered
Officer" shall mean at any date (i) any individual who, with respect to the
previous taxable year of the Company, was a "covered employee" of the Company
within the meaning of Section 162(m), as hereinafter defined; provided, however,
that the term "Covered Officer" shall not include any such individual who is
designated by the Committee, in its discretion, at the time of any Award or at
any subsequent time, as reasonably expected not to be such a "covered employee"
with respect to the current taxable year of the Company and (ii) any individual
who is designated by the Committee, in its discretion, at the time of any Award
or at any subsequent time, as reasonably expected to be such a "covered
employee" with respect to the current taxable year of the Company or with
respect to the taxable year of the Company in which any applicable Award will be
paid.

     

                  
"Individual Award Opportunity" shall mean the performance-based award
opportunity for a Participant for a given Award Year as specified by the
Committee within the Applicable Period, which may be expressed in dollars or on
a formula basis that is consistent with the provisions of this
Plan.

     

                  
"Participant" shall mean a senior executive or other key employee of the Company
selected by the Committee in accordance with Section 4(a) who receives an
Individual Award Opportunity.

     

                  
"Section 162(m)" shall mean Section 162(m) of the Internal Revenue Code of 1986
and the rules promulgated thereunder or any successor provision thereto as in
effect from time to time.

    


    SECTION
3.                            Administration.

    


                  (a)              Committee.
Subject to the authority and powers of the Board in relation to the Plan as
hereinafter provided, the Plan shall be administered by a Committee designated
by the Board consisting of two or more members of the Board each of whom is an
"outside director" within the meaning of Section 162(m). The Committee shall
have full authority to interpret the Plan and from time to time to adopt such
rules and regulations for carrying out the Plan as it may deem best, including
without limitation:

    


                  (i)              to
designate Participants and Individual Award Opportunities and/or bonus pool
award opportunities;

    


                  (ii)              to
designate and thereafter administer the performance goals and other Award terms
and conditions;

    


                  (iii)              to
determine and certify the bonus amounts earned for any Award Year;

    


                  (iv)              to
determine the effect on an Award of a termination of employment;
and

    


                  (v)              to
decide whether, under what circumstances, and subject to what terms, bonus
payouts are to be paid on a deferred basis, including automatic deferrals at the
Committee's election as well as elective deferrals at the election of
Participants.

     

                 
(b)              Committee
Determinations. All determinations by the Committee shall be made by the
affirmative vote of a majority of its members, but any determination reduced to
writing and signed by a majority of the members shall be fully as effective as
if it had been made by a majority vote at a meeting duly called and held. All
decisions by the Committee pursuant to the provisions of the Plan and all orders
or resolutions of the Board pursuant thereto shall be final, conclusive and
binding on all persons, including the Participants, the Company and its
subsidiaries, and stockholders.

    


    


    SECTION
4.                            Eligibility
for and Payment of Awards.

    


                  (a)              Eligible
Employees. Subject to the provisions of the Plan, within the Applicable Period,
the Committee may select officers or employees of the Company or any of its
subsidiaries who will be eligible to earn Awards under the Plan with respect to
such year and determine the amount of the Individual Award Opportunities and the
conditions under which they may be earned.

     

                 
(b)              Payment
of Awards. Awards that are earned with respect to any Award Year shall be paid
to Participants at such times and in such amounts as are determined by the
Committee. The Committee may require that a Participant must still be employed
as of the end of the Award Year and/or the date on which the bonus is
calculated, in order to be eligible for an award for such Award Year and the
Committee may adopt such forfeiture, proration or other rules as it deems
appropriate, in its sole discretion, regarding the impact on an Award of a
Participant's termination of employment. In addition, the Committee may provide
for bonus payouts to be paid on a deferred basis and / or in shares of Company
stock, including automatic deferrals at the Committee's election and / or
elective deferrals at the election of Participants.  In such event,
the shares of Company stock delivered in payment of an award that has been
earned shall have an aggregate fair market value (determined as of the date the
award is earned) equal to the dollar amount of the earned award, and fair market
value for this purpose shall be determined on the basis of the closing sales
price for a share of Company common stock on the relevant date (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
(including the Nasdaq Stock Market as a national securities exchange for this
purpose), as of the close of the market in New York City and without regard to
after-hours trading activity.

    


                 (c)              During
the Applicable Period, the Committee shall establish the Individual Award
Opportunities for such Award Year, which shall be based on achievement of stated
target performance goals, and may be stated in dollars or on a formula
basis.

     

                
(d)              Awards
to Covered Officers.

    


                    
 (i)              Notwithstanding
the provisions of Sections 4(a), 4(b), and 4(c) hereof, any Award to any Covered
Officer shall be granted in accordance with the provisions of this Section 4(d).
Subject to the discretion of the Committee as set forth in Section 6(b) hereof,
the maximum amount of the Award that may be granted with respect to any Award
Year to any Covered Officer at the time of such grant shall be
$1,500,000.

    


            
        (ii)              Any
provision of the Plan to the contrary notwithstanding, no Covered Officer shall
be entitled to any payment of an Award with respect to an Award Year unless
the members of the Committee shall have certified in accordance with
Section 162(m) the extent to which the applicable performance goals have been
satisfied.

    


    


    SECTION
5.                            Performance
Goals

    


    For any given Award Year, the
Committee shall, within the Applicable Period, set one or more objective
performance goals for each Participant and/or each group of Participants and/or
each bonus pool (if applicable). The performance goals shall be limited to one
or more of the following Company, subsidiary, operating unit or division
financial performance measures:

    


    
      	
              (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

            


    

    


    Each 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 and/or the past
or current performance of other companies.

    


    SECTION
6.                            General
Provisions.

    


    (a)              Adjustments.
If the performance criteria for any Award Year 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 criteria and make payments accordingly
under the Plan.

    


    (b)              No
Adjustments for Covered Officers.  Notwithstanding the provisions of
subparagraph (a) above, any adjustments made in accordance with or for the
purposes of subparagraph (a) shall be disregarded for purposes of calculating
the performance criteria if and to the extent that such adjustments would have
the effect of increasing the amount of an Award to a Covered Officer. In
addition, the Committee may, in the exercise of its discretion, reduce or
eliminate the amount of an Award to a Covered Officer otherwise calculated in
accordance with the provisions of Section 4(d) prior to payment
thereof.

    


    (c)              No
Assignment.  No portion of any Award under the Plan may be assigned or
transferred otherwise than by will or by the laws of descent and distribution
prior to the payment thereof.

    


    (d)              Tax
Requirements.  All payments made pursuant to the Plan shall be subject
to withholding in respect of income and other taxes required by law to be
withheld, in accordance with procedures to be established by the
Committee.

    


    (e)              No
Additional Participant Rights.  The selection of an individual for
participation in the Plan shall not give such Participant any right to be
retained in the employ of the Company or any of its subsidiaries, and the right
of the Company or any such subsidiary to dismiss or discharge any such
Participant, or to terminate any arrangement pursuant to which any such
Participant provides services to the Company is specifically reserved. The
benefits provided for Participants under the Plan shall be in addition to, and
shall in no way preclude, other forms of compensation to or in respect of such
Participants.

    


    (f)              Liability.  The
Board and the Committee shall be entitled to rely on the advice of counsel and
other experts, including the independent accountants for the Company. No member
of the Board or of the Committee or any officers of the Company or its
subsidiaries shall be liable for any act or failure to act under the Plan,
except in circumstances involving bad faith on the part of such member or
officer.

     

                      
(g)              Other
Compensation Arrangements.  Nothing contained in the Plan shall
prevent the Company or any subsidiary or affiliate of the Company from adopting
or continuing in effect other compensation arrangements, which arrangements may
be either generally applicable or applicable only in specific
cases.

    


                  
    (h)              Governing
Law.  The validity, construction, and effect of the Plan and any rules
and regulations relating to the Plan and any Award Agreement shall be determined
in accordance with the laws of the State of Delaware.

    


    SECTION
7.                            Amendment and Termination of the
Plan.

    


    The Board may at any time terminate,
in whole or in part, or from time to time amend the Plan, provided that, except
as otherwise provided in the Plan, no such amendment or termination shall
adversely affect the rights of any Participant under any Awards deferred by such
Participant pursuant to Section 4(b). In the event of such termination, in whole
or in part, of the Plan, the Committee may in its sole discretion direct the
payment to Participants of any Awards not theretofore paid out prior to the
respective dates upon which payments would otherwise be made hereunder to such
Participants, in a lump sum or installments as the Committee shall prescribe
with respect to each such Participant. The Board may at any time and from time
to time delegate to the Committee any or all of its authority under this Section
6. Any amendment to the Plan that would affect any Covered Officer shall be
approved by the Company's stockholders if required by and in accordance with
Section 162(m).


    


    SECTION
8.                            Re-approval by
Shareholders.

    


    Any material terms of the performance
goals described in Section 5 shall be disclosed to and re-approved by
shareholders no later than the first shareholder meeting that occurs in the
fifth year following the year in which shareholders previously approved the
performance goals.