ASTORIA FEDERAL SAVINGS AND LOAN
ASSOCIATION
and
ASTORIA FINANCIAL
CORPORATION
DIRECTORS’ RETIREMENT
PLAN
Effective
January 1, 1990, as amended and restated effective April 1, 2006
and further amended and restated effective January 1,
2009
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Directors
eligible to participate (“Eligible Directors”) in this
Directors’ Retirement Plan (the “Plan”) shall
only be those who serve, or have served, on or after January 1
1990, as directors on the Board of Directors of Astoria Federal
Savings and Loan Association (the “Association”) or the
Board of Directors of Astoria Financial Corporation (the
“Company”) and are not and were not, on or before the
date they have separated from service with any and all such Boards
on which they have served (such date, for each director, the
“Separation from Service”), full-time employees of the
Association or institutions merged with the Association prior to
the formation of the Company, or of companies merged with or
acquired by the Association or Company thereafter. Any
Eligible Director who becomes a full-time employee of the
Association or the Company on or before the director’s
Separation from Service shall cease to be an Eligible Director, and
shall no longer be able to participate in this Plan.
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The mandatory
retirement age for members of the Board of Directors of the
Association shall be as set forth in the Bylaws of the Association,
as amended from time to time, as in effect on January 1, 1990 or,
if later, the date on which the individual became an Eligible
Director.
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The mandatory
retirement age for members of the Board of Directors of the Company
shall be as set forth in the Bylaws of the Company, as amended from
time to time, as in effect on January 1, 2004 or, if later, the
date on which the individual became an Eligible
Director.
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For purposes of
determining benefits (the “Monthly Benefits”) under
Paragraph 5 hereof the following definitions shall
apply;
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Full Years of
Service shall be the greater of years of service for the Board of
Directors of the Association or the Company. Years of
Service on the Board of Directors of an Acquired Company shall be
recognized as Years of Service with the Association or the Company
in the case of any Eligible Director who (i) served on the Board of
Directors of an Acquired Company immediately prior to its
acquisition by the Association or the Company and (ii) became a
member of the Board of Directors of the Association or the Company
immediately upon such acquisition. In the event of a
Change of Control (as defined below), Years of Service shall be
computed as if the Eligible Director's service had continued
through May 31st of the calendar year in which the Eligible
Director's current term would expire.
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Monthly Fee for
any Eligible Director as of any date shall mean the aggregate of
the following: (i) one-twelfth of the annual retainer(s) rate in
effect for service as a director of the Boards of Directors of the
Association and the Company, (ii) one-twelfth of the annual
retainer in effect for service as chairman of a committee of the
Boards of Directors of the Association and the Company of which
such Eligible Director is chairman; and (iii) one-twelfth of the
aggregate per-meeting fees (if any) actually paid to such Eligible
Director for attendance at meetings of the Board of Directors of
the Association and the Company and any committees thereof during
the twelve consecutive calendar month period ending with the month
that includes the date in question.
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Acquired
Company shall mean Fidelity New York, F.S.B., The Greater New York
Savings Bank, Long Island Bancorp, Inc, and The Long Island Savings
Bank, FSB.
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The Monthly
Benefit to which an Eligible Director shall be entitled shall be
based upon the following vesting schedule:
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Monthly Benefit, calculated by multiplying
the percentage below by the Monthly Fee
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Less than 10
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0
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%
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10
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50
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%
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11
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55
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%
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12
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60
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%
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13
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65
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%
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14
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70
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%
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15
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75
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%
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16
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80
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%
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17
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85
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%
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18
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90
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%
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19
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95
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%
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20 or more
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100
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%
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In the case of
an Eligible Director who has received or is eligible to receive a
benefit under another director retirement plan for service as a
director of an Acquired Company, the Monthly Benefit payable under
this Plan (when expressed as a single life annuity) shall be
reduced by the monthly benefit paid or payable under such other
plan (when expressed as a single life annuity payable at the same
time as the Monthly Benefit is payable under this Plan).
Except as
provided below with respect to Monthly Benefits which become
payable following a Change of Control (as defined below), the
Monthly Benefit shall be paid as follows:
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Normal
Retirement : Monthly Benefits shall be paid
monthly commencing on the first day of the month following
retirement upon reaching the later of the mandatory retirement ages
set forth in the Bylaws of the Company and the Association as in
effect on January 1, 2004 and January 1, 1990, respectively, or, if
later, the date on which the individual became an Eligible
Director.
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Early
Retirement : Monthly Benefits shall be paid
monthly commencing on the later of the first day of the month
following retirement or the first day of the month following
attainment of age 65. For purposes of the Plan and subject to
Paragraph 11, Early Retirement shall include all manner and means
by which an Eligible Director ceases to serve as a director of the
Company and the Association, excluding only normal retirement,
removal for cause or, as provided in Paragraph 8, death.
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Disability : Monthly Benefits shall be paid
monthly commencing on the first day of the month following the date
an Eligible Director ceases to serve on the Boards of Directors of
the Company and the Association as a result of such Eligible
Director’s disability, within the meaning of Paragraph 7
below.
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The Plan is
intended to be an unfunded plan and the Monthly Benefits will be
paid as due by the Association from its general assets.
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In the event
that an Eligible Director’s service on the Boards of
Directors of the Company and the Association ceases as a result of
such Eligible Director’s disability, the Board of Directors
of the Association may waive or accelerate the vesting of the
Monthly Benefit that would otherwise be determined according to the
vesting schedule in Paragraph 5 of the Plan for such
Eligible Director up to 100% of the Monthly Fee received by the
Eligible Director.. Disability for this purpose shall
mean any medically determinable physical or mental impairment which
can be expected to result in death or to last for a continuous
period of at least twelve (12) months and as a result of which
either: (a) the Eligible Director is unable to engage in any
substantial gainful activity or (b) the Eligible Director has been
receiving income replacement benefits for a period of at least
three (3) months under an accident and health plan covering
employees of the Eligible Director’s employer, as determined
by the Board of Directors of the Association in accordance with
section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”) and the regulations thereunder.
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All benefits
payable to an Eligible Director pursuant to the Plan shall
terminate with the monthly payment made for the month that includes
the date of death of the Eligible Director, unless the Eligible
Director elects that benefits be paid in one of the following
optional forms:
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a single lump
sum payment
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fixed monthly
installments for 120 months
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a joint and
100% survivor annuity
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Where the
Eligible Director has made such an election, benefit payments to a
Beneficiary shall be made in accordance with the form of payment
elected, and, if payments to the Eligible Director have not yet
begun, shall commence as of the first day of the month following
the later of the date of the Eligible Director’s termination
of service on both the Boards of the Association and the Company or
the date when the Eligible Director would have attained age 65 if
he had survived to such date. An election of an optional
form of payment shall be in writing in the form and manner
determined by the Board of Directors of the Association and must be
made (i) within thirty (30) days of the date the director first
becomes an Eligible Director. An Eligible Director who
is also entitled to a benefit under another plan for service as a
director of The Long Island Savings Bank, FSB or Long Island
Bancorp, Inc. shall be deemed to have elected fixed monthly
installments for 120 months. An Eligible Director who is
also entitled to a benefit under another plan for service as a
director of The Greater New York Savings Bank shall be deemed to
have elected a joint and 100% survivor annuity form of payment with
his spouse as his contingent annuitant. The amount of
any optional form of payment shall be determined by, and on the
basis of, reasonable interest rate and mortality assumptions
prescribed by an enrolled actuary selected by the Board of
Directors of the Association such that the actuarial present value
of the payments made under the optional form of payment are
equivalent to the actuarial present value of the payments that
would be made in the form of a single life annuity.
Where an
Eligible Director elects a form of payment with a guaranteed
minimum number of payments, the Eligible Director may designate a
beneficiary or beneficiaries for any payments remaining to be made
at the time of his death by filing a written notice with the
Corporate Secretary prior to the Eligible Director’s death,
in such form and manner as the Corporate Secretary may
prescribe. An Eligible Director who has designated a
beneficiary or beneficiaries may change or revoke such designation
prior to the Eligible Director’s death by means of a similar
written instrument. Where an Eligible Director elects a
joint and survivor annuity form of payment, the Eligible Director
may designate a contingent annuitant by filing a written notice
with the Corporate Secretary prior to the commencement of payments
or the Eligible Director’s death (whichever is earlier), in
such form and manner as the Corporate Secretary may
prescribe. An Eligible Director who has designated a
contingent annuitant may change or revoke such designation prior to
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