EXHIBIT 10.1
RETIREMENT, CONSULTING AND RELEASE AGREEMENT
This Retirement, Consulting and Release Agreement (this “Agreement”), dated as of November 3, 2025, is entered into by and between Dime Community Bancshares, Inc., Dime Community Bank, 898 Veterans Memorial Highway, Suite 560, Hauppauge, New York 11788 (together, “Dime” or “Company”), and Conrad J. Gunther (“Executive”), collectively referred to herein as the “Parties”.
WHEREAS, Executive and the Company are parties to that certain Employment Agreement, dated as of October 14, 2020, as further amended on June 28, 2021 (the “Employment Agreement”);
WHEREAS, the Company wishes to encourage its executives to: (i) provide ample notification of retirement so that the Company can plan appropriately, and (ii) be available to consult with the Company as needed for a twelve month period after retirement;
WHEREAS, Executive will retire as Senior Executive Vice President and Chief Lending Officer of the Company effective December 30, 2025 on which date his employment with the Company will end (the “Separation Date”);
WHEREAS, the Parties mutually desire to provide certain terms following Executive’s retirement and Executive is willing to provide certain consulting services for the period set forth herein; and
WHEREAS, except as otherwise expressly set forth herein, the Parties intend that this Agreement shall effect a full satisfaction and release of all of the obligations owed to Executive by the Company.
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby covenant and agree as follows:
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| ● | Title VII of the Civil Rights Act of 1964; |
| ● | Sections 1981 through 1988 of Title 42 of the United States Code; |
| ● | The Executive Retirement Income Security Act of 1974 (“ERISA”) (as modified below); |
| ● | The Immigration Reform and Control Act of 1986; |
| ● | The Americans with Disabilities Act of 1990; |
| ● | The Rehabilitation Act of 1973; |
| ● | The Age Discrimination in Employment Act of 1967 (“ADEA”); |
| ● | The Worker Adjustment and Retraining Notification Act; |
| ● | The Occupational Safety and Health Act; |
| ● | The Fair Credit Reporting Act; |
| ● | The Family and Medical Leave Act of 1993; |
| ● | The Equal Pay Act of 1963; |
| ● | The Genetic Information Nondiscrimination Act of 2008; |
| ● | The New York Human Rights Law; |
| ● | The New York Executive Law; |
| ● | The New York Labor Law; |
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| ● | The New York Civil Rights Law; |
| ● | The New York Equal Pay Law; |
| ● | The New York Whistleblower Law; |
| ● | The New York Legal Activities Law; |
| ● | The New York Wage-Hour and Wage Payment Laws and Regulations; |
| ● | The New York Minimum Wage Law; |
| ● | The New York Occupational Safety and Health Laws; |
| ● | The Non-discrimination and Anti-retaliation Provisions of the New York Workers’ Compensation Law and the New York Disabilities Law; |
| ● | The New York Worker Adjustment and Retraining Notification Act; |
| ● | The New York City Human Rights Law; |
| ● | The New York City Charter and Administrative Code; |
| ● | The New York City Earned Safe and Sick Time Act; |
| ● | any other federal, state, local or other law, rule, regulation, constitution, code, guideline or ordinance; |
| ● | any public policy, contract (oral or written, express or implied), tort or common law; or |
| ● | any statute, common law, agreement or other basis for seeking or recovering any costs, fees or other expenses, including but not limited to attorneys’ fees and/or costs. |
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Executive affirms that:
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EXECUTIVE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS RELEASORS HAVE OR MIGHT HAVE AGAINST RELEASEES AS OF THE DATE EMPLOYEE SIGNS THIS AGREEMENT.
The Parties knowingly and voluntarily sign this Agreement as of the date first written above.
Executive By: /s/ Conrad J. Gunther Conrad J. Gunther | Dime Community Bancshares, Inc. |
Date: November 3, 2025 | Dime Community Bank |
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APPENDIX A
Description | Non-Vested Awards | Original Vesting/Payment Date | Revised Vesting/Payment Date Per This Agreement |
2023 PRSA Grant | 4,802 PRSAs | March 2026 | No change. May be vested based on satisfaction of performance metrics and pursuant to current vesting schedule/terms in March 2026. |
2024 PRSA Grant | 6,311 PRSAs (at target, performance measurement period ends 12/31/26) | March 2027 | Accelerated vesting of all PRSAs (at target) on December 31, 2025. |
2025 PRSA Grant | 6,438 PRSAs (at target, performance measurement period ends 12/31/27) | March 2028 | Accelerated vesting of all PRSAs (at target) on December 31, 2025. |
2023 RSA Grant | 1,067 RSAs | March 31, 2026 | No change. To be vested pursuant to current vesting schedule/terms on March 31, 2026. |
2024 RSA Grant | 1,402 RSAs | March 31, 2026 | No change. To be vested pursuant to current vesting schedule/terms on March 31, 2026. |
2024 RSA Grant | 1,403 RSAs | March 31, 2027 | Accelerated vesting of all RSAs on December 31, 2025. |
2025 RSA Grant | 1,430 RSAs | March 31, 2026 | No change. To be vested pursuant to current vesting schedule/terms on March 31, 2026. |
2025 RSA Grant | 1,431 RSAs | March 31, 2027 | Accelerated vesting of all RSAs on December 31, 2025. |
2025 RSA Grant | 1,431 RSAs | March 31, 2028 | Accelerated vesting of all RSAs on March 31, 2026. |