Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K405 Astoria Financial Corporation 122 814K
2: EX-3.2 Bylaws of Astoria Financial Corp. 21 52K
3: EX-10.1 Afs Employee Stock Ownership Agreement 21 67K
8: EX-10.12 Afs Incentive Plan 4 17K
9: EX-10.18 Afc Employment Contract With J. Conefry, Jr. 22 97K
4: EX-10.2 Amendment to Afs Esop 4 24K
5: EX-10.3 Loan Agreement Among Lib and Us Trust 16 53K
10: EX-10.32 Option Conversion Certificates 5 36K
11: EX-10.36 Afs Recognition & Retention Plan 10 40K
12: EX-10.38 Afc Consulting Agreement With J. Conefry 9 45K
13: EX-10.39 Afc Consulting Agreement With L. Peters 8 36K
6: EX-10.4 Amendment No. 1 to Loan Agreement 3 17K
14: EX-10.40 Agreement Between J. Conefry and Afc 5 28K
15: EX-10.41 Agreement Between L. Peters and Afc 5 29K
7: EX-10.6 Lib Directors Retirement Plan 8 32K
16: EX-11.1 Statement Re: Computation of Earnings Per Share 1 11K
17: EX-21.1 Subsidiaries of Afc 2± 12K
18: EX-23 Consent of Independent Auditors 1 12K
19: EX-27 FDS -- Year Ended Dec-31-1998 2± 15K
20: EX-27.1 Restated FDS - 9 Mos. Ended 9/30/98 2± 15K
29: EX-27.10 Restated FDS - 6 Mos Ended 06/30/96 2± 15K
30: EX-27.11 Restated FDS - 3 Mos Ended 3/31/96 2± 15K
21: EX-27.2 Restated FDS - 6 Mos. Ended 6/30/98 2± 15K
22: EX-27.3 Restated FDS - 3 Mos Ended 3/31/98 2± 15K
23: EX-27.4 Restated FDS - Year Ended 12/31/97 2± 15K
24: EX-27.5 Restated FDS - 9 Mos Ended 9/30/97 2± 15K
25: EX-27.6 Restated FDS - 6 Mos Ended 6/30/97 2± 15K
26: EX-27.7 Restated FDS - 3 Mos Ended 3/31/97 2± 15K
27: EX-27.8 Restated FDS - Year Ended 12/31/96 2± 15K
28: EX-27.9 Restated FDS - 9 Mos Ended 9/30/96 2± 15K
EX-10.6 — Lib Directors Retirement Plan
| EX-10.6 | 1st Page of 8 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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LONG ISLAND BANCORP, INC.
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Non-Employee Directors Retirement Benefit Plan
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October 21, 1994
As amended June 24, 1997
LONG ISLAND BANCORP, INC.
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Non-Employee Directors Retirement Benefit Plan
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Topic Page
Purpose..........................................1
Definitions .....................................1
Retirement Benefits .............................3
Plan Administration .............................4
General Provisions ..............................5
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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. ss. 1817(i), the Change in Bank Control Act, and 12
C.F.R. ss. 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
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an actual or threatened election contest (as such terms are used in Rule 14a-l1I
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
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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.
2.9 "Meeting Fee" means the fee paid to an Eligible Director
for attendance at any regular meeting of the Board in effect at the time of such
Eligible Director's retirement.
2.10 "Payment Date" means the date of the Company's monthly
board of directors meetings, or such other date in the month as may be
determined by the Company.
2.11 "Plan" means the Long Island Bancorp, Inc.
Non-Employee Directors Retirement Benefit Plan, as set forth herein.
2.12 "Retainer" means the annual retainer fee paid to each
non-employee Director in effect at the time of an Eligible Director's
retirement.
2.13 "Retirement" means the voluntary or involuntary
termination of an Eligible Director from active service on the Board on or after
the attainment of age 65, except in the event of a Change of Control in which
case any termination of an Eligible Director shall be deemed a Retirement.
3. Retirement Benefits.
3.1 The full retirement benefit (the "full benefit") payable
under the Plan shall be equal to the sum of (a) the annual retainer in effect on
the date of the Eligible Director's retirement from the Board and (b) the
product of the Board meeting fee in effect on that date multiplied by the number
of regular Board meetings then scheduled within a calendar year. Such retirement
benefit shall be payable on each Payment Date beginning with the Payment Date
immediately following the Eligible Director's retirement and ending with the
120th payment.
3.2 No Eligible Director shall receive the full benefit under
this Plan until such Eligible Director completes fifteen years of Credited
Service on the Board. In the case of any breaks in service, all periods of
service shall be aggregated to determine the length of Credited Service. Upon
the Eligible Director's retirement after completion of the required period of
Credited Service, the Eligible Director's full benefit shall be deemed to have
been earned and is thereafter payable in accordance with Paragraph 3.1 and the
other provisions of the Plan.
3.3 In the event that an Eligible Director retires from the
Board with a minimum of five but less than fifteen years of Credited Service,
such Eligible Director shall receive a reduced annual retirement benefit (the
"reduced benefit") equal to the product of (a) the full annual
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retirement benefit as determined in Paragraph 3.1 and (b) a fraction, the
numerator of which is the Eligible Director's number of years of Credited
Service and the denominator of which is fifteen. Such reduced benefit shall be
paid in the manner described in Paragraph 3.1 and in accordance with the other
provisions of the Plan.
3.4 In the event of the death of the Eligible Director after
payments have commenced under this Plan, any remaining unpaid retirement benefit
payments shall be paid to the beneficiary or beneficiaries most recently
designated by the Eligible Director prior to his or her death, or in the absence
of such designation, to the Eligible Director's estate. The remaining payments
shall be made to the designated beneficiary in the same amount(s) and at the
same time(s) that such payments would have been made to the Eligible Director.
In the event of the death of an Eligible Director while still serving on the
Board, such Eligible Director will be deemed to have retired from Board service
for purposes of this Plan and any payment(s) that would have inured to the
benefit of such Eligible Director under Paragraphs 3.1 and 3.2 and the other
provisions of the Plan, will be paid to such Eligible Director's beneficiaries
or estate as set forth above.
3.5 In the event that an Eligible Director who is receiving
retirement benefits under the Plan returns to serve as an active Director,
payments under the Plan shall be suspended until the Payment Date immediately
following the termination of such additional Board service. Upon the termination
of such additional Board service, the retirement benefit shall be adjusted (if
necessary) to reflect the Board retainer and meeting fees in effect at the time
of such termination, and the duration of the retirement benefit shall be
extended (if necessary) to reflect the period of suspension. In the event that
an Eligible Director becomes an employee of the Bank or the Company, retirement
benefit payments hereunder shall cease and the Eligible Director shall have no
further rights to such benefits under the Plan.
4. Plan Administration.
4.1 The Plan shall be administered by the Board of Directors
of the Company. The Board shall have full power and authority to interpret,
construe and administer the Plan and to review each director's eligibility for
benefits under the Plan, and the Board's interpretations and constructions of
the Plan and actions thereunder shall be binding and conclusive on all persons
and for all purposes.
4.2 The Board shall establish and maintain Plan records and
may arrange for the engagement of consultants or legal counsel, and make use of
such agents and other Company personnel, as it requires or deems advisable for
purposes of the Plan. The Board may rely upon the written opinion of such
consultants and counsel and may delegate to any agent, member of the Board or
employee of the Company, its authority to perform any act hereunder, including
without limitation, those matters involving the exercise of discretion, provided
that such delegation shall be subject to revocation at any time.
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5. General Provisions.
5.1 Amendment and Termination. The Plan may be amended,
suspended or terminated, in whole or in part, by the Board, but no such action
shall retroactively impair or otherwise adversely affect the rights of any
person to receive benefits under the Plan which have accrued prior to the date
of such action. Upon a Change of Control, this plan may not be amended or
terminated.
5.2 Assignment. No right to any amount payable at any time
under the Plan may be assigned, transferred, pledged, or encumbered, either
voluntarily or by operation of law, except as provided expressly herein. This
Plan shall be binding upon and inure to the benefit of the Company and its
successors and assigns, and the Participant, his or her Beneficiary and estate.
5.3 Beneficiary Designation. Each Eligible Director may
designate a beneficiary or beneficiaries to receive any payments which under the
terms of the Plan may be or may become payable on or after the Eligible
Director's death. At any time, and from time to time, such designation may be
changed or canceled by the Eligible Director without the consent of any such
beneficiary. Any such designation, change or cancellation must be on a form
provided for that purpose by the Company and shall not be effective until
actually received by the Company. If no beneficiary has been properly designated
by a deceased Eligible Director, the beneficiary shall be the Eligible
Director's estate.
5.4 Consulting Arrangements. An Eligible Director who enters
into a consulting arrangement with the Bank or the Company subsequent to his or
her retirement from the Board, and who would otherwise be eligible to receive
benefits under this Plan, shall continue to be eligible to receive such benefits
provided, however, that such consulting arrangement does not constitute
employment by the Bank or the Company.
5.5 Governing Law. The Plan and all actions taken thereunder
shall be governed by and construed in accordance within the laws of the State of
New York, without reference to the principles of conflict of laws thereof. Any
titles and headings herein are for reference purposes only, and shall in no way
limit, define or otherwise affect the meaning, construction or interpretation of
any provisions of the Plan.
5.6 Source of Payments. All payments provided for under the
Plan shall be paid from the general assets of the Company. Nothing contained in
this Plan, and no action taken pursuant to its provisions, shall create or be
construed to create a trust of any kind between the Company and any Eligible
Director or Beneficiary. To the extent that any Eligible Director or Beneficiary
acquires a right to receive payment(s) from the Company hereunder, such right
shall be no greater than the right of an unsecured creditor of the Company.
5.7 Withholding. The Company may withhold from any benefits
payable under this Plan all Federal, state, city or other taxes as shall be
required pursuant to any applicable law or
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Governmental regulation or ruling.
5.8 Effective Date. The Plan shall be effective
upon the date of its adoption by the Board, which date shall be recorded in the
Board's minutes.
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘10-K405’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Corrected on: | | 4/9/99 |
| Filed on: | | 3/24/99 |
| For Period End: | | 12/31/98 |
| | 6/24/97 | | 1 | | | | | S-4 |
| | 10/21/94 | | 1 |
| List all Filings |
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