Exhibit
10.18


ASTORIA FINANCIAL CORPORATION

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

EMPLOYEES 
RESTRICTED STOCK AWARD NOTICE 



	
 

	
 

	
 

	
 

	
 


	
George L. Engelke, Jr.

	
 

	
 


	


	
 

	



	
Name of Award Recipient

	
 

	
Social Security Number


	
 

	
 

	
 


	


	


	



	
 

	
 

	
 


	


	


	



	
 

	
Street
  Address

	
 


	
 

	
 

	
NY

	
 

	
 


	


	


	


	
 

	



	
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*

	
 

	
42,800

	
 

	
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

	
      /S/
  Alan P. Eggleston

	
 

	
/S/ George L. Engelke, Jr.


	
 

	


	
 

	



	
 

	
Name:

	
Alan P. Eggleston

	
 

	
Print Name: George L.Engelke, Jr.


	
 

	
Title:

	
Executive Vice President
  Secretary and

	
 

	
 


	
 

	
 

	
General Counsel

	
 

	
 









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 your retirement from the Company having reached the
mandatory retirement age for executive officers of 70 years of age. 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 or officer 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 70 having completed 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 

Page 2 of 3





the Recipient other than by
will or by the laws of descent and distribution or as otherwise permitted 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:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
Name

	
Address

	
 

	
Relationship

	
 

	
Birthdate

	
 

	
Share

	
 


	
 

	


	
 

	


	
 

	


	
 

	


	
%


	


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	


	
 

	


	
 

	


	
 

	


	
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%


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
       Total
  = 100%


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
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:


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Name

	
Address

	
 

	
Relationship

	
 

	
Birthdate

	
 

	
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%


	


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	


	
 

	


	
 

	


	
 

	


	
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%


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
       Total
  = 100%


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
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


	
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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