Unassociated Document


    
      ASTORIA
        FINANCIAL CORPORATION

      2007
        NON-EMPLOYEE DIRECTOR STOCK PLAN

      RESTRICTED
        STOCK AWARD NOTICE

    

    
 

    
      	  	 	 
	Name
              of Award Recipient	 	 	 	 
	   
	
               Street
                Address 

            
	 	 	 	 	 
	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 Astoria Financial Corporation 2007 Non-Employee Director Stock Plan (“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

            	 
	
               

              Grant
                Date

            	
              XXX

            
	
               

              Class
                of Shares*

            	
              Common

            
	
               

              No.
                of Awarded Shares*

            	
              XXX

            
	
               

              Type
                of Award (Escrow or Legended Certificate)

            	
              XXX

            
	
               

              Vesting
                Date*

            	
              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:	 	Print
              Name:
	 	Title:	 	 


    

    


    
      
        

      

    

    Instructions:
      This page should be completed by or on behalf of the Compensation Committee
      of
      Astoria Financial Corporation. Any blank space intentionally left blank should
      be crossed out. A Restricted Stock Award consists of shares granted with uniform
      terms and conditions.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    


    
      ASTORIA
        FINANCIAL CORPORATION

        2007
        NON-EMPLOYEE DIRECTOR STOCK PLAN

      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 subject to all of the terms and conditions of this Award
      Notice and the Astoria Financial Corporation 2007 Non-Employee Director Stock
      Plan ("Plan").

    


    Section
      2.        Vesting.

    


    (a)           Vesting
      Dates.  The Vesting Dates
      for your Awarded Shares are specified in the Plan. 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 third (3rd) anniversary
      of
      the Grant Date.

    


    (b)           Vesting
      Conditions. There are conditions you must satisfy
      before your Restricted Stock Award will vest.

    


    (c)            Forfeitures.  If
      you terminate service with the Company prior to a Vesting Date for any reason
      other than death, Disability, Mandatory Retirement or Involuntary Termination,
      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 affect 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.

    


    (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 Mandatory Retirement or Involuntary Termination from the Company.
      In
      addition, in the event a Change in 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
      in 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 a common
      law employee, consultant, advisory director, director emeritus or non-employee
      director of the Company.

    


    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
      11743

    


    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 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.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      APPENDIX
        A TO RESTRICTED STOCK AWARD NOTICE

      ASTORIA
        FINANCIAL CORPORATION

      2007
        NON-EMPLOYEE DIRECTOR STOCK PLAN

      
        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 

            	 	 
	 
	
              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

            	
               

            
	 	 	 	 	 	 	 	 	 	
              %

            
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	
              %

            
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	
              %

            
	 	 	 	 	 	 	 	 	
              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 Restricted Stock
                Awards:

               

            
	
              Name

            	 	
              Address

            	 	
              Relationship

            	 	
              Birthdate

            	 	
              Share

            	
               

            
	 	 	 	 	 	 	 	 	 	
              %

            
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	
              %

            
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	
              %

            
	 	 	 	 	 	 	 	 	
              Total=100%

            	
               

            
	
               

              S

              I

              G

              N

            	
               

              H

              E

              R

              E

            	
               

              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

               

               

                                                                          

              Your
                Signature                                                                                        Date

               

            


    

    


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

    


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

               

               

               

               

              By                                                                   

              Authorized
                Signature                            
                Date

               

            	
              Comments