Exhibit 10.10
Astoria Financial Corporation
Death Benefit Plan for Outside Directors
Adopted effective as of January 1, 1995
TABLE OF CONTENTS
Page
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Article I
Definitions
Section 1.1 Administrator............................................. 1
Section 1.2 Association............................................... 1
Section 1.3 Board..................................................... 1
Section 1.4 Director.................................................. 1
Section 1.5 Fees...................................................... 1
Section 1.6 Holding Company........................................... 1
Section 1.7 Participant............................................... 1
Section 1.8 Participating Company..................................... 1
Section 1.9 Plan...................................................... 1
Article II
Participation
Section 2.1 Participation............................................. 1
Article III
Vesting
Section 3.1 Vesting................................................... 2
Article IV
Benefit
Section 4.1 Benefit................................................... 2
Article V
Beneficiaries
Section 5.1 Distributions to Beneficiaries............................ 2
Section 5.2 Beneficiary Designations.................................. 3
Article VI
Miscellaneous Provisions
Section 6.1 Construction and Language................................. 4
Section 6.2 Headings.................................................. 4
Section 6.3 Funding .................................................. 4
Section 6.4 Non-Alienation of Benefits................................ 4
Section 6.5 Indemnification........................................... 4
Section 6.6 Severability.............................................. 4
Section 6.7 Waiver.................................................... 4
Section 6.8 Governing Law............................................. 5
Section 6.9 Taxes..................................................... 5
Section 6.10 No Deposit Account........................................ 5
Astoria Financial Corporation
Death Benefit Plan for Outside Directors
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 Director means any member of the Board of Directors of any
Participating Company who is not an employee of any Participating Company.
Section 1.5 Fees means, with respect to any Director, cash
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 1.6 Holding Company means Astoria Financial Corporation.
Section 1.7 Participant means a Director.
Section 1.8 Participating Company means the Holding Company, the
Association, and any other company which, with the prior approval of the
Administrator, may adopt this Plan.
Section 1.9 Plan means this Astoria Financial Corporation Death
Benefit Plan for Outside Directors. The Plan may be referred to as the "Death
Benefit Plan".
Article II
Participation
Section 2.1 Participation
Each Director shall be a Participant in the Plan. Such participation
shall commence either on the effective date of this Plan, which shall be January
1, 1995, or, if the Participant first becomes a Director after such effective
date, on the date the Participant first assumes office as a Director. A
Participant's participation in the Plan shall continue until the date the
Participant shall,
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for reasons other than death, cease to be a Director. Upon a
Participant ceasing participation in the Plan, all rights to any benefits under
the Plan shall cease and be forfeited.
Article III
Vesting
Section 3.1 Vesting.
Benefits payable pursuant to this Plan shall vest according to the
following schedule:
No. of Years of Service Completed as a
Director of any Participating Company Vesting Percentage
1 33.33
2 66.66
3 100.00
For purposes of the Plan, Years of Service shall be calculated from
the earliest date of the Participant's assumption of office as a Director and
shall be based upon the completion of service as a Director through the
specified anniversary date of such initial assumption of office. Any service as
a Director which predates the effective date of this Plan shall be included in
such calculation.
Article IV
Benefit
Section 4.1 Benefit.
Upon the death of a Participant while in service as a Director, the
designated beneficiary or beneficiaries of the Participant or, if the
Participant has made no such designation, the estate of the Participant, shall
receive a lump sum payment from the Holding Company equal the annualized rate of
Fees which were being paid to the Participant immediately preceding the date of
his or her death, taking into consideration all directorships at any
Participating Companies which the Participant held at such time, multiplied
times the applicable vesting percentage based upon the Years of Service of the
Director as provided herein.
Article V
Beneficiaries
Section 5.1 Distributions to Beneficiaries.
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(a) In the event that a Participant dies while in service as a
Director, the benefit specified above shall be paid to such one or more
beneficiaries and in such proportions as the Participant may designate on such
form and in such manner as the Administrator may require. A beneficiary
designation pursuant to this section 5.1 shall not be effective unless it is
in writing and is received by the Administrator as provided below.
(b) Payments to the Participant's beneficiary or beneficiaries
pursuant to this section 5.1 shall be made in a single lump sum as soon as
practicable after the Participant's death.
Section 5.2 Beneficiary Designations.
(a) The Administrator shall provide a copy of this Plan to each
Director together with a form on which the Participant may notify the
Administrator of his or her beneficiary designations, if any. The Participant
may designate one or more primary beneficiaries. If more than one primary
beneficiary is designated, the Director shall indicate the percentage of the
benefits payable under the Plan which shall be payable to each beneficiary. In
the absence of any designation of the percentage to be received, the benefits
shall be paid to the beneficiaries on an equal pro rata basis. If the aggregate
percentage designations by a Participant is less than 100% of the benefits to be
paid, the beneficiaries shall receive their designated percentage of the
benefits payable under the Plan and the excess shall be payable to the estate of
the Participant. If the aggregate percentage designated by a Participant is more
than 100% of the benefits to be paid, the beneficiaries shall receive their
designated percentage of the benefits payable under the Plan reduced on a
proportionate basis so that the aggregate designate percentage does not exceed
100%. If more than one primary beneficiary is designated, the Participant may
designate whether, in the event that one of the primary beneficiaries
predeceases the Participant, the portion of the benefits payable to the deceased
beneficiary shall be paid to the surviving primary beneficiary. If (i) no
primary beneficiary survives the Participant or (ii) at least one primary
beneficiaries predeceases the Participant, in the absence of a right of
survivorship designation among primary beneficiaries and only to the extent of
the benefits that would have been payable to any primary beneficiary who
predecease the Participant, than benefits payable under the Plan shall be paid
according to the secondary beneficiary designation, if any, made by the Director
in accordance with the provisions set forth herein applicable to primary
beneficiaries.
(b) If no beneficiary shall have been designated, if any such
designation shall be ineffective, or in the event that no designated beneficiary
survives the Participant, the benefits payable under this Plan shall be paid to
the estate of the Participant in a lump sum as soon as practicable following his
death. In the event that the Participant and one or more of his designated
beneficiaries shall die under circumstances which cast doubt on which of them
shall have been the first to die, the Participant shall be deemed to have
survived the deceased beneficiary.
(c) Beneficiary designations by a Participant may be made or amended
by a Participant from time to time. Such designations shall only be effective
upon the actual receipt o the designation by the Administrator and the execution
of an acknowledgement of receipt by a designated officer of the Holding Company
on behalf of the Administrator.
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Article VI
Miscellaneous Provisions
Section 6.1 Construction and Language.
Wherever appropriate in the Plan, words used in the singular may be
read in the plural, words in the plural may be read in the singular, and words
importing the masculine gender shall be deemed equally to refer to the feminine
or the neuter. Any reference to an Article or Section shall be to an Article or
Section of the Plan, unless otherwise indicated.
Section 6.2 Headings.
The headings of Articles and Sections are included solely for
convenience of reference. If there is any conflict between such headings and the
text of the Agreement, the text shall control.
Section 6.3 Funding
The Plan shall be an unfunded plan.
Section 6.4 Non-Alienation of Benefits.
The right to receive a benefit under the Plan shall not be subject in
any manner to anticipation, alienation or assignment, nor shall rights be liable
for or subject to debts, contracts, liabilities or torts.
Section 6.5 Indemnification.
Each Participating Company shall indemnify, hold harmless and defend
its Directors and Participants, and the beneficiaries of each, against their
reasonable costs, including legal fees, incurred by them or arising out of any
action, suit or proceeding in which they may be involved, as a result of their
efforts, in good faith, to defend or enforce terms of the Plan.
Section 6.6 Severability.
A determination that any provision of the Plan is invalid or
unenforceable shall not affect the validity or enforceability of any other
provision hereof.
Section 6.7 Waiver.
Failure to insist upon strict compliance with any of the terms,
covenants or conditions of the Plan shall not be deemed a waiver of such term,
covenant or condition. A waiver of any provision of the Plan must be made in
writing, designated as a waiver, and signed by the party against whom its
enforcement is sought. Any waiver or relinquishment of any right or power
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hereunder at any one or more times shall not be deemed a waiver or
relinquishment of such right or power at any other time or times.
Section 6.8 Governing Law.
The Plan shall be construed, administered and enforced according to
the laws of the State of New York without giving effect to the conflict of laws
principles thereof, except to the extent that such laws are preempted by the
federal laws of the United States. Any payments made pursuant to this Plan are
subject to and conditioned upon their compliance with 12 U.S.C. 'SS'1828(k)
and any regulations promulgated thereunder.
Section 6.9 Taxes.
Each Participating Company shall have the right to retain a sufficient
portion of any payment made under the Plan to cover the amount required to be
withheld pursuant to any applicable federal, state and local tax law.
Section 6.10 No Deposit Account.
Nothing in this Plan shall be held or construed to establish any
deposit account for any Participant or any deposit liability on the part of the
Association or any other financial institution which is a Participating Company.
Participants' rights hereunder shall be equivalent to those of a general
unsecured creditor.
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