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Exhibit 10.11
DEFERRED COMPENSATION PLAN FOR DIRECTORS
OF
ASTORIA FINANCIAL CORPORATION
Adopted on December 21, 1994
Effective as of January 1, 1995
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TABLE OF CONTENTS
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ARTICLE I
DEFINITIONS
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Section 1.1 Administrator
............................................ 1
Section 1.2 Association
.............................................. 1
Section 1.3 Board
.................................................... 1
Section 1.4 Change of Control
........................................ 1
Section 1.5 Code
..................................................... 1
Section 1.6 Director
................................................. 1
Section 1.7 Exchange Act
............................................. 1
Section 1.8 Fees
..................................................... 1
Section 1.9 Holding Company
.......................................... 1
Section 1.10 Memorandum Account
....................................... 1
Section 1.11 Participant
.............................................. 2
Section 1.12 Participating Company
.................................... 2
Section 1.13 Plan
..................................................... 2
ARTICLE II
PARTICIPATION
Section 2.1 Election to
Participate .................................. 2
Section 2.2 Changes in
Participation ................................. 2
ARTICLE
III
DEFERRED AMOUNTS
Section 3.1 In General
............................................... 3
Section 3.2 Interest Credited to
the Memorandum Account .............. 3
Section 3.3 Vesting
.................................................. 3
ARTICLE IV
DISTRIBUTIONS
Section 4.1 Distributions to
Participants ............................ 4
Section 4.2 Change of Payment
Schedule ............................... 5
Section 4.3 Distributions to
Beneficiaries ........................... 6
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ARTICLE V
CHANGE OF CONTROL
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Section 5.1 Change of Control
Defined ................................ 6
Section 5.2 Participants' Options
upon a Change of Control ........... 8
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.1 Notice and Election
...................................... 9
Section 6.2 Construction and
Language ................................ 9
Section 6.3 Headings
................................................. 9
Section 6.4 Non-Alienation of
Benefits ............................... 9
Section 6.5 Indemnification
.......................................... 10
Section 6.6 Severability
............................................. 10
Section 6.7 Waiver
................................................... 10
Section 6.8 Governing Law
............................................ 10
Section 6.9 Taxes
.................................................... 10
Section 6.10 No Deposit Account
....................................... 10
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DEFERRED COMPENSATION PLAN FOR DIRECTORS
OF
ASTORIA FINANCIAL CORPORATION
ARTICLE I
DEFINITIONS
The following definitions shall apply for the purposes of this
Plan
unless a different meaning is clearly
indicated by the context:
Section 1.1 Administrator means the Compensation Committee of
the
Board.
Section 1.2 Association means Astoria Federal Savings and Loan
Association.
Section 1.3 Board means the Board of Directors of the Holding
Company.
Section 1.4 Change of Control has the meaning set forth in
section
5.1.
Section 1.5 Code means the Internal Revenue Code of 1986
(including
the corresponding provisions of any
succeeding law).
Section
1.6 Director means any member of the Board of Directors of any
Participating Company who is not an
employee of any Participating Company. The
term "Director" shall not include any
individual to the extent that his service
is as a director emeritus or a member of an
advisory board.
Section 1.7 Exchange Act means the Securities Exchange Act of 1934,
as
amended (including the corresponding
provisions of any succeeding law).
Section 1.8 Fees means, with respect to any Director,
compensation
payable for services as a member of the
Board of Directors of a Participating
Company, including annual retainers, fees
for attendance at meetings, and
special compensation as a chairman and/or a
member of a committee of Directors.
Section 1.9
Holding Company means Astoria Financial Corporation.
Section 1.10 Memorandum Account means, with respect to a
Participant,
an account maintained by the Holding
Company to which is credited the amount of
the Participant's deferred Fees together
with interest thereon pursuant to
section 3.2, and against which are charged
any distributions of amounts credited
to the Memorandum Account.
Section 1.11 Participant means a Director who has a Memorandum
Account
under the Plan.
Section 1.12 Participating Company means the Holding Company,
the
Association, and any other company which,
with the prior approval of the
Administrator, may adopt this Plan.
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Section 1.13 Plan means this Deferred Compensation Plan for
Directors.
The Plan may be referred to as the
"Deferred Compensation Plan for Directors of
Astoria Financial Corporation.
ARTICLE II
PARTICIPATION
Section 2.1 Election to Participate.
Any Director may elect to become a Participant in the Plan by
submitting to the Administrator a written
election to defer receipt of all or a
specified part of his Fees. Such election
shall be made on or before the last
day of any calendar year and shall be
effective for the calendar year following
the calendar year in which such election is
made; provided, however, that in the
case of initial elections made during 1994
or during the thirty (30) days after
a person is first elected or appointed to
serve as a Director, such election may
be effective for Fees earned on or after an
earlier date designated by the
Director that is after the last day of the
calendar month in which such election
is filed with the Administrator. Once an
election is made, it shall continue in
effect for all succeeding calendar years
until changed or revoked pursuant to
section 2.2.
Section 2.2 Changes in Participation.
An election by a Director pursuant to section 2.1 shall continue
in
effect until termination of service as a
Director; provided, however, that the
Director may, by written election filed
with the Administrator, increase or
decrease the portion of his Fees to be
deferred or discontinue such deferral
altogether. Such election shall be
effective with respect to Fees earned after
the calendar year in which such election is
filed with the Administrator. In the
event that a Participant ceases to be a
Director or in the event that a Director
ceases to defer receipt of his Fees, the
balance in his Memorandum Account shall
continue to be credited with interest in
accordance with Article V. A Director
who has filed a written election to cease
deferring receipt of his Fees may
thereafter again file an election to defer
receipt of all or any portion of his
Fees pursuant to section 2.1, effective for
the calendar year subsequent to the
calendar year in which he files the new
election.
ARTICLE III
DEFERRED AMOUNTS
Section 3.1 In General.
The Administrator shall maintain a separate Memorandum Account
for
each Participant. The amount of a
Participant's Fees deferred pursuant to
section 2.1 shall be credited to his
Memorandum Account as of the date on which
such Fees would have been paid if an
election to defer were not in effect.
Neither the Association nor any
Participating Company shall fund its liability
for the balances credited to a Memorandum
Account, but each shall reflect its
liability for such balances on its books.
The Holding Company may, on such terms
and conditions as it may, in its
discretion, establish and agree to assume the
liability for the payment of deferred
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Fees and interest thereon attributable to
service for the Association or other
Participating Companies.
Section 3.2 Interest Credited to the Memorandum Account.
A Participant's Memorandum Account shall be credited with interest
as
of the last day of each calendar quarter.
Such interest credit shall be equal to
the product of:
(a) the average daily balance in the Memorandum Account during
the
quarter then
ended; multiplied by
(b) twenty-five percent (25%) of the lower of:
(i) the average (on a consolidated basis) of (A) the Holding
Company's yield (expressed as an annual percentage rate) on its
average investments for the preceding quarter and (B) the
Holding
Company's cost of funds (expressed as an annual percentage rate)
on
its average interest-bearing liabilities for the quarter preceding
the
quarter then ended; and
(ii) the Holding Company's yield on a consolidated basis
(expressed as an annual percentage rate) on its average
investments
for the quarter preceding the quarter then ended.
Each such interest credit shall be added to
the balance of a Participant's
Memorandum Account as of the first day of
the succeeding quarter for purposes of
determining future interest credits.
Section 3.3 Vesting.
All deferred fees and interest credited to the Memorandum
Account
shall be 100% vested at all times.
ARTICLE IV
DISTRIBUTIONS
Section 4.1 Distributions to Participants.
(a) The balance in a Participant's Memorandum Account shall be paid
to
the Participant according to the payment
schedule determined under section
4.1(b) as of the earlier of:
(i) the first business day of the calendar quarter following
the
calendar quarter
in which the Participant ceases to be a Director of any
and all
Participating Companies for any reason, including death or
retirement at
mandatory retirement age; or
(ii) the first business day of the calendar quarter following
the
calendar quarter
in which the Participant becomes permanently and totally
disabled within
the meaning of section 22(e)(3) of the Code.
Payment (or the first in a series of
payments) shall be made as soon as
pra
