EXHIBIT
10.19


ASTORIA FINANCIAL CORPORATION

2005 RE-DESIGNATED, AMENDED AND RESTATED STOCK INCENTIVE PLAN FOR OFFICERS AND 

EMPLOYEES 
RESTRICTED STOCK AWARD NOTICE 


	
 

	
 

	
 

	
 


	
«First_Name» «Middle» «Last_Name»

	
 

	
«Social   Security»


	


	


	



	
Name of Award Recipient

	
 

	
Social Security Number


	
 

	
 

	
 


	
«Street_1» «Street_2»

	
 

	
 


	



	
 

	
Street Address

	
 

	
 


	
 

	
 

	
 

	
 


	
«City»

	
 

	
«State»

	
«Zip»


	


	
 

	


	



	
City

	
 

	
State

	
Zip Code





This Restricted Stock Award
Notice (“Award Notice”) is intended to set forth the terms and conditions on
which a Restricted Stock Award has been granted under the 2005 Re-designated,
Amended and Restated Stock Incentive Plan for Officers and Employees for
Astoria Financial Corporation (“the Plan”). Set forth below are the specific
terms and conditions applicable to this Restricted Stock Award. Attached as
Exhibit A are its general terms and conditions.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	Restricted Stock
    Award

	
 

	(A)
	 
	(B)
	 
	(C)
	 
	(D)
	 
	(E)

	



	Grant
  Date
	
 

	
December
  20, 2006

	
 

	
XXX

	
 

	
XXX

	
 

	
XXX

	
 

	
XXX


	 

	Class
  of Shares*
	
 

	
Common

	
 

	
Common

	
 

	
Common

	
 

	
Common

	
 

	
Common


	 

	No.
  of Awarded Shares*
	
 

	
«Restricted_ Stock_ Shares»

	
 

	
XXX

	
 

	
XXX

	
 

	
XXX

	
 

	
XXX


	 

	Type
  of Award 

  (Escrow or 

  Legended 

  Certificate)
	
 

	
Legended
  Certificate

	
 

	
XXX

	
 

	
XXX

	
 

	
XXX

	
 

	
XXX


	 

	Vesting
  Date*
	
 

	
January
  9, 2012

	
 

	
XXX

	
 

	
XXX

	
 

	
XXX

	
 

	
XXX


	 




*Subject to adjustment as provided in
the Plan and the General Terms and Conditions.


By signing where indicated
below, Astoria Financial Corporation (the “Company”) grants this Restricted
Stock Award upon the specified terms and conditions, and the Restricted Stock
Award Recipient acknowledges receipt of this Restricted Stock Award Notice,
including Exhibit A, and agrees to observe and be bound by the terms and
conditions set forth herein 


	
 

	
 

	
 

	
 


	
Astoria Financial Corporation

	
 

	
Award Recipient


	
 

	
 

	
 


	
By

	
 

	
 

	
 


	
 

	


	
 

	



	
 

	
Name: George L. Engelke, Jr.

	
 

	
     Print Name: «First_Name» «Middle» 

  «Last_Name»


	
 

	
 

	
 

	
 


	
 

	
Title: Chairman, President and Chief Executive Officer


	
 

	
 

	
 

	
 


	






Instructions: This page should be completed by or on
behalf of the Executive Compensation Committee. Any blank space intentionally
left blank should be crossed out. A Restricted Stock Award consists of shares
granted with uniform terms and conditions. Where shares granted under a
Restricted Stock Award are awarded on the same date with varying terms and
conditions (for example, varying vesting dates), the awards should be recorded
as a series of grants each with its own uniform terms and conditions.






EXHIBIT A


ASTORIA FINANCIAL CORPORATION

2005 RE-DESIGNATED, AMENDED AND RESTATED STOCK INCENTIVE PLAN FOR OFFICERS
 AND
EMPLOYEES
RESTRICTED STOCK AWARD NOTICE 





General Terms and Conditions


          Section
1.        General Terms.


                    (a)         
 Size and Type of Award. The shares of Common Stock of Astoria
Financial Corporation (“Shares”) covered by this Award (“Awarded Shares”) are
listed on the Restricted Stock Award Notice (“Award Notice”). The Award Notice
designates the Awarded Shares as a “Legended Certificate”.


                    (b)          
Legended Certificate. A “Legended Certificate” is a stock certificate evidencing the
Awarded Shares that will be issued in your name that is either delivered to you
or held in escrow by the Committee or its designee (“Plan Trustee”). The stock
certificate will bear a legend indicating that it is or shall be held in escrow
subject to all of the terms and conditions of this Award Notice and the Astoria
Financial Corporation’s 2005 Re-designated, Amended and Restated Stock
Incentive Plan for Officers and Employees (“Plan”). 


          Section
2.       Vesting.


                    (a)          Vesting
Dates. The
Vesting Dates for your Awarded Shares are specified on the Award Notice. On
each Vesting Date, you will obtain unrestricted ownership of the Awarded Shares
that vest on that Vesting Date. A stock certificate evidencing unrestricted
ownership will be transferred to you. In the event that there is no date
specified in this Award Notice, the Vesting Date shall be the ninth day of
January coincident with or following the third (3rd) anniversary of
the Grant Date. 


                    (b)          Vesting
Conditions. There are conditions you must satisfy before
your Restricted Stock Award will vest. If you receive your Restricted Stock
Award for services as an officer or employee, you must, except as otherwise
provided herein, remain in continuous service from the Effective Date shown on
the Restricted Stock Award Notice through the relevant Vesting Date.


                    (c)          
Forfeitures. If
you terminate service with the Company prior to a Vesting Date for any reason
other than death, Disability or Retirement, you will forfeit any Awarded Shares
that are scheduled to vest on that date. When you forfeit Awarded Shares, all
of your interest in the Awarded Shares will be canceled and any stock certificate
or other evidence of ownership must be returned to the Plan Trustee to be used
for future awards to others. You agree to take any action and execute and
deliver any document that the Company requests to effect the return of your
unvested Awarded Shares. In the event you do not cooperate with the Company in
this regard, you hereby appoint and designate the Company as your
attorney-in-fact for the purpose of taking any action and signing any document,
in your name, which the Company determines is necessary to enforce the
forfeiture.


Page 1 of 3






                    
(d)          
Accelerated Vesting. Your Awarded Shares that have not previously vested will become fully
vested immediately, and without any further action on your part, in the event
of your death or Disability (as defined in the Plan) before your termination of
service with the Company or Retirement from the Company. In addition, in the
event a Change of Control (as defined in the Plan) occurs before you terminate
service with the Company, then any Awarded Shares not theretofore forfeited
shall become immediately vested on the date of the Change of Control. You may
designate a Beneficiary to receive any Awarded Shares that vest upon your death
using the Beneficiary Designation attached as Appendix A.


                    
(e)          
Definition of Service; Retirement. For purposes of determining the vesting of
your Awarded Shares, you will be deemed to be in the service of the Company for
so long as you serve in any capacity as an employee, officer, non-employee
director or consultant of the Company or Astoria Financial Corporation and your
termination of Service will be a Retirement if it occurs at or after the date
when you attain age 65 and complete 5 years of Service.


           Section
3.          Dividends.
Any dividends declared by the Company with a record date that is after the
Grant Date specified in the Award Notice will be paid in the same manner as for
other shareholders.


          Section
4.          Voting Right.  You will have the right to direct
the voting rights appurtenant to the
Awarded Shares.


          Section
5.          Taxes. Where any person is entitled to receive
Shares pursuant to the Restricted Stock Award granted hereunder, the Company
shall have the right to require such person to pay to the Company the amount of
any tax which the Company is required to withhold with respect to such Shares,
or, in lieu thereof, to retain, or to sell without notice, a sufficient number
of Shares to cover the amount required to be withheld. 


          Section
6.          Notices. Any com­munication required or permitted to
be given under the Plan, including any notice, direction, designation, comment,
instruction, objection or waiver, shall be in writing and shall be deemed to
have been given at such time as it is delivered personally or five (5) days
after mailing if mailed, postage prepaid, by registered or certified mail,
return receipt requested, addressed to such party at the address listed below,
or at such other address as one such party may by written notice specify to the
other party:


                    
(a)           If
the Company:


                 
                  Astoria
Financial Corporation


                     
              One
Astoria Federal Plaza

                 
                  Lake
Success, New York 11042


                 
                  Attention:
Corporate Secretary


               
     (b)          If
to the Recipient, to the Recipient’s address as shown in the Company’s records.


          Section
7.         Restrictions
on Transfer.
The Restricted Stock Award granted hereunder shall not be subject in any manner
to anticipation, alienation or assignment, nor shall such option be liable for
or subject to debts, contracts, liabilities, engagements or torts, nor shall it
be transferable by the Recipient other than by will or by the laws of descent
and distribution or as otherwise permitted 


Page 2 of 3






by the Plan. To name a
Beneficiary, complete the attached Appendix A and file it with the Corporate
Secretary of Astoria Financial Corporation 


          Section
8.           Successors and Assigns. This Award Notice
shall inure to the benefit
of and shall be binding upon the Company and the Recipient and their respective
heirs, succes­sors and as­signs. 


          Section
9.           Construction of Language. Whenever
appro­priate in the Award Notice,
words used in the singular may be read in the plural, words used in the plural
may be read in the singu­lar, and words importing the masculine gender may be
read as refer­ring equally to the feminine or the neuter. Any reference to a
section shall be a reference to a section of this Award Notice, un­less the
context clearly indicates otherwise. Capitalized terms not specifically defined
herein shall have the meanings assigned to them under the Plan.


          Section
10.           Governing Law. This Award Notice 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 law. The federal and state
courts having jurisdiction in the Counties of Nassau, New York or Suffolk, New
York shall have exclusive jurisdiction over any claim, action, complaint or
lawsuit brought under the terms of the Plan. By accepting any Award granted
under this Award Notice, the Recipient, and any other person claiming any
rights under the Award Notice, agrees to submit himself, and any such legal
action as he shall bring under the Plan, to the sole jurisdiction of such
courts for the adjudication and resolution of any such disputes. 


          Section
11.          Amendment. This Award Notice may be amended, in whole
or in part and in any manner not inconsistent with the provisions of the Plan,
at any time and from time to time, by written Award Notice between the Company
and the Recipient.


          Section
12.          Plan
Provisions Control. This Award Notice and the rights and obligations created hereunder
shall be subject to all of the terms and conditions of the Plan. In the event
of any conflict between the mandatory provisions of the Plan and the provisions
of this Award Notice, the terms of the Plan, which are incorporated herein by
reference, shall control. In the event of any conflict between a provision of
the Plan which permits the Committee to deviate from its terms and a provision
of this Award Notice, the provision of this Award shall control. By signing
this Award Notice, the Recipient acknowledges receipt of a copy of the Plan.
The Recipient acknowledges that he or she may not and will not rely on any
statement of account or other communication or document issued in connection
with the Plan other than the Plan, this Award Notice, and any document signed
by an authorized representative of the Company that is designated as an
amendment of the Plan or this Award Notice.


Page 3 of 3






APPENDIX A TO RESTRICTED STOCK AWARD NOTICE

ASTORIA FINANCIAL CORPORATION

2005 RE-DESIGNATED, AMENDED  AND RESTATED STOCK INCENTIVE PLAN FOR OFFICERS  AND 

EMPLOYEES
 Beneficiary Designation Form - Restricted Stock 






	
	
 

	
 

	
 

	
 


	
GENERAL
INFORMATION


	
 

	
Use this form to designate the Beneficiary(ies) who may
  receive Restricted Stock Awards that become vested at your death.


	
 

	
 

	
 

	
 

	
 


	
Name of Person

	
 

	
 

	
 

	
 


	
Making Designation

	
 

	


	
 

	
Social Security Number
  ______ _____ _______


	
 

	
 

	
 

	
 

	
 


	
BENEFICIARY

  DESIGNATION

	
 

	
Complete sections A and B. If no percentage shares are
  specified, each Beneficiary in the same class (primary or contingent) shall
  have an equal share. If any designated Beneficiary predeceases you, the
  shares of each remaining Beneficiary in the same class (primary or
  contingent) shall be increased proportionately.


	
 

	
 

	
 

	
 

	
 


	
A. PRIMARY BENEFICIARY(IES). I hereby designate the
  following person as my primary Beneficiary under the Plan, reserving the
  right to change or revoke this designation at any time prior to my death:








	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
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B. CONTINGENT BENEFICIARY(IES). I hereby designate the
  following person(s) as my contingent Beneficiary(ies) under the Plan to receive
  benefits only if all of my primary Beneficiaries should predecease me,
  reserving the right to change or revoke this designation at any time prior to
  my death as to all outstanding Options:








	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	 
	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	 
	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	 
	
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S

	
H

	
I understand that this Beneficiary Designation
  shall be effective only if properly completed and received by the Corporate
  Secretary of Astoria Financial Corporation prior to my death, and that it is
  subject to all of the terms and conditions of the Plan. I also understand
  that an effective Beneficiary designation revokes my prior designation(s)
  with respect to all outstanding Restricted Stock Awards


	
 

	
 


	
I

	
E


	
 

	
 


	
G

	
R

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
N

	
E

	


	
 

	



	
 

	
 

	
Your Signature

	
 

	
Date


	
 

	
 

	
 

	
 

	
 






----------------------------------------------------
Internal Use Only --------------------------------------------



	
 

	
 

	
 

	
 

	
 


	
This Beneficiary Designation was received by the
  Corporate Secretary of Astoria Financial Corporation on the date indicated.

	
Comments


	
By

	


	
 

	


	
 


	
 

	
Authorized Signature

	
 

	
Date