Exhibit
10-10
LONG ISLAND BANCORP,
INC.
Non-Employee Directors Retirement
Benefit Plan
October 21, 1994
As amended June 24,
1997
and
As further amended December 31,
2008
LONG ISLAND BANCORP,
INC.
Non-Employee Directors Retirement
Benefit Plan
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TOPIC
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PAGE
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Purpose
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1
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Definitions
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1
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Retirement
Benefits
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3
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Plan
Administration
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4
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General
Provisions
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4
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LONG ISLAND BANCORP,
INC.
Non-Employee Directors Retirement
Benefit Plan
* * * * *
1. Purpose . The
purpose of the Non-Employee Directors Retirement Benefit Plan (the
"Plan") is to strengthen the ability of Long Island Bancorp, Inc.
(the "Company") to attract and retain the services of experienced
and knowledgeable non-employee directors through the provision of
reasonable and competitive benefits upon the retirement of such
directors from the Company's Board of Directors (the
"Board").
2. Definitions .
For purposes of the Plan, the following terms shall have the
meanings set forth below:
2.1 "Bank" means The Long Island
Savings Bank, FSB.
2.2 "Beneficiary" means the person
or persons designated by the Eligible Director to receive benefits
under this Plan in the event of the Eligible Director's
death.
2.3 "Board" means the Board of
Directors of the Company, as constituted from time to
time.
2.4 "Change of Control" means (a) a
change in control of the Bank or the Company of a nature that would
be required to be reported in response to Item 1 of the current
report on Form 8-K, as in effect on the date hereof, pursuant to
Section 13 or 15(d) of the Exchange Act, other than any change in
control directly related to or in connection with the conversion of
the Bank from a federally chartered mutual savings bank to a
federally chartered stock savings bank; (b) a change in control of
the Bank or the Company within the meaning of 12 U.S.C. §
1817(i), the Change in Bank Control Act, and 12 C.F.R. § 574.4
of the Acquisition of Control of Savings Association regulations of
the office of Control of Savings Association regulations of the
Office of Thrift Supervision, other than any change in control
directly related to or in connection with the conversion of the
Bank from a federally chartered mutual savings bank to a federally
chartered stock savings bank; (c) individuals who constitute the
Board as of the effective date of the Plan (the "Incumbent Board")
cease for any reason, including in connection with the conversion
of the Bank from a federally chartered mutual savings bank to a
federally chartered stock savings bank, to constitute at least a
majority thereof, provided that any person becoming a director
subsequent to the effective date of the Plan whose election was
approved by a vote of at least three-quarters of the directors then
comprising the Incumbent Board, or whose nomination for election by
the Company's shareholders, as the case may be, was approved by the
Company's nominating committee then serving under the Board, shall
be, for purposes of this clause (c), considered as though he or she
was a member of the Incumbent Board (but excluding, for this
purpose, any such individual whose initial assumption of office
occurs as a result of either an actual or threatened election
contest (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) or other actual threatened
solicitation of proxies or consents); (d) approval by the
shareholders of the Bank or the
Company, as the case may be, of a
reorganization, merger or consolidation, or the consummation of any
such reorganization, merger or consolidation, other than, in any
case (i) any such transaction occurring in connection with or
directly related to the conversion of the Bank from a federally
chartered mutual savings bank to a federally chartered stock
savings bank, or (ii) a reorganization, merger or consolidation
with respect to which all or substantially all of the individuals
and entities who were the beneficial owners, immediately prior to
such reorganization, merger or consolidation, of the Voting
Interest in the Company beneficially own, directly or indirectly,
immediately after such reorganization, merger or consolidation more
than eighty percent (80%) of the Voting Interest of the corporation
or other entity resulting from such reorganization, merger or
consolidation in substantially the same proportions as their
respective ownership, immediately prior to such reorganization,
merger or consolidation, of the Voting Interest in the Company; (e)
approval by the shareholders of the Bank or the Company, as the
case may be, of (i) a complete liquidation or dissolution of the
Bank or the Company, or (ii) the sale or other disposition of all
or substantially all of the assets of the Company, or the
occurrence of any such liquidation, dissolution, sale or other
disposition, other than, in any case, to a Subsidiary, directly or
indirectly, of the Company, or any Affiliate, or in connection with
or directly related to any conversion of the Bank from a federally
chartered mutual savings bank to a federally chartered stock
savings bank; and/or (f) the solicitation of proxies from
shareholders of the Company, by someone other than the current
management of the Company and without the approval of the Board,
seeking shareholder approval of a plan of reorganization, merger or
consolidation of the Bank and/or the Company with one or more
corporations as a result of which the shareholders' interests in
the Bank and/or the Company are actually exchanged for or converted
into securities not issued by the Bank and/or the
Company.
2.5 "Company" means Long Island Bancorp, Inc., a
Delaware corporation, or any successor corporation.
2.6 "Credited Service" means the number of years
(rounded up to the next whole number) which represents an Eligible
Director's years of service as a director of the Bank or the
Company (including partial years of service and service as a
trustee or director of the Bank or the Company prior to the
implementation of this Plan).
2.7 "Eligible Director" means any non-employee
Director of the Company (i) who is not and has never been an
employee of the Company or the Bank; (ii) who is or becomes a
member of the Board and whose subsequent retirement from the Board
is in accordance with the requirements and provisions of this Plan;
and (iii) who has not accrued and is not eligible to receive
retirement benefits under any other qualified or non-qualified
pension or retirement benefit plan of the Bank or the Company;
provided, that anything in this paragraph to the contrary
notwithstanding, the term "Eligible Director" shall include any
person serving as Director Emeritus of the Company or the Bank as
of the Effective Date of the Plan. Upon a Change of
Control, any Director of the Company with five (5) or more years of
Board service shall be deemed an Eligible Director.
2.8 "Exchange Act" means the Securities Exchange
Act of 1934, as in effect and as amended from time to time, or any
successor statute thereto, together with any rules, regulations and
interpretations promulgated thereunder or with respect thereto, as
the same may be in effect from time to time.
