EXHIBIT 4.2
Form of Advisory Board Option Agreement by and between Astoria Financial
Corporation and Former Director of Long Island Bancorp, Inc. dated September 30,
1998.
EXHIBIT 4.2
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Form of Advisory Board Opinion Agreement by and between Astoria Financial
Corporation and Former Director of Long Island Bancorp, Inc.
dated September 30, 1998.
ADVISORY BOARD OPTION AGREEMENT
-------------------------------
This OPTION AGREEMENT ("Agreement") is made and entered into as of the
___ day of ________, 1998 by and between ASTORIA FINANCIAL CORPORATION, a
corporation organized and existing under the laws of the State of Delaware and
having an office at Xxx Xxxxxxx Xxxxxxx Xxxxx, Xxxx Xxxxxxx, Xxx Xxxx 00000-0000
("Corporation") and ___________________ residing at _______________________
("Advisory Director").
W I T N E S S E T H :
--------------------
WHEREAS, pursuant to an Agreement and Plan of Merger, dated as of
April 2, 1998, by and between the Corporation and Long Island Bancorp, Inc., as
amended ("Merger Agreement"), the Corporation will purchase all of the
outstanding common stock of Long Island Bancorp, Inc. ("Seller") and will cause
the Seller to be merged with and into the Corporation; and
WHEREAS, pursuant to the Merger Agreement, the Corporation has agreed
to cause certain members of the Seller's board of directors as of April 2, 1998
who are willing to serve to be elected or appointed as members of a newly formed
advisory board of the Corporation and to provide compensation for such services
in part through a grant of options as hereinafter provided; and
WHEREAS, the Advisory Director was a member of the Seller's board of
directors as of April 2, 1998 and is willing to serve in such position;
NOW, THEREFORE, the Advisory Director and the Corporation agree as
follows:
SECTION 1. GRANT OF OPTION.
The Corporation hereby grants, and the Advisory Director hereby
accepts the Corporation's grant of, an option, on the terms and conditions
hereinafter set forth, to purchase 4,000 shares of the Corporation's common
stock, par value $.01 per share (each, an "Optioned Share") at an exercise price
equal to the closing sales price for a share of the Corporation's common stock,
par value $.01 per share ("Common Stock") on September 30, 1998, as reported in
the New York City edition of THE WALL STREET JOURNAL ("Exercise Price"). It is
not intended that any of the Options granted hereunder qualify as incentive
stock options described in section 422 of the Internal Revenue Code of 1986
("Code").
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SECTION 2. TERM AND EXERCISE OF OPTIONS.
(a) Each Option shall be exercisable as to an Optioned Share at any
time beginning on the date of this Agreement and ending on the date ten years
after the date of this Agreement ("Expiration Date").
(b) The Option shall be exercisable in whole or in part; PROVIDED,
HOWEVER, that no partial exercise of the Option shall be for an aggregate
Exercise Price of less than One Thousand Dollars ($1,000). The partial exercise
of an Option shall not cause the expiration, termination or cancellation of the
remaining portion thereof. Upon the partial exercise of the Option, this
Agreement, marked with any notations deemed appropriate by the Corporation,
shall be returned to the Advisory Director together with the delivery of the
certificates described in section 2(e) hereof.
(c) The Option shall be exercised by delivering notice to the
Corporation's principal office to the attention of its Corporate Secretary. Such
notice shall be accompanied by this Agreement, shall specify the number of
Optioned Shares with respect to which the Option is being exercised and shall be
signed by the Advisory Director. The effective date of the proposed exercise
shall be as soon as practicable following the date on which the properly
completed notice is delivered to the Corporate Secretary and shall be in no
event later than three business days after such date. Payment for Optioned
Shares purchased upon the exercise of the Option shall be made on the effective
date of such exercise either (i) in cash, by certified check, bank cashier's
check or wire transfer or (ii) subject to the approval of the Corporation, in
shares of Common Stock owned by the Advisory Director and valued at their Fair
Market Value (as defined in section 8 hereof) on the effective date of such
exercise, or partly in shares of Common Stock with the balance in cash, by
certified check, bank cashier's check or wire transfer. Any payment in shares of
Common Stock shall be effected by the delivery of such shares to the Corporate
Secretary of the Corporation, duly endorsed in blank or accompanied by stock
powers duly executed in blank, together with any other documents and evidences
as the Corporate Secretary of the Corporation shall require from time to time.
(d) During the life of the Advisory Director, the Option shall be
exercisable only by him. The Option shall not be assignable or transferable
otherwise than by will or by the laws of descent and distribution.
(e) Certificates for shares of Common Stock purchased upon the
exercise of the Option shall be issued in the name of the Advisory Director (or
in the name of the person(s) designated by the Advisory Director) and delivered
to the Advisory Director (or the person(s) designated by the Advisory Director)
as soon as practicable following the effective date on which the Option is
exercised.
(f) The exercise of all or any portion of the Option shall have the
effect of reducing the number of Optioned Shares by the number of shares of
Common Stock acquired upon such exercise. At the close of business on the
Expiration Date, the number of Optioned Shares available for purchase shall be
reduced to zero.
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SECTION 3. CERTAIN ADJUSTMENTS IN THE OPTION.
(a) Subject to any required action by the shareholders of the
Corporation, in the event of any increase or decrease in the number of issued
shares of Common Stock resulting from a subdivision or consolidation of shares
of Common Stock or the payment of a stock dividend (but only in shares of Common
Stock), or any other increase or decrease in the number of such shares effected
without receipt of consideration by the Corporation, the Corporation shall
proportionally adjust the number of shares of Common Stock subject to the Option
and the Exercise Price per Optioned Share.
(b) Subject to any required action by the shareholders of the
Corporation, in the event that the Corporation shall be the surviving
corporation in any merger or consolidation (except a merger or consolidation as
a result of which the holders of shares of Common Stock receive securities of
another corporation), the Option, to the extent outstanding on the date of such
merger or consolidation, shall pertain to and apply to the securities which a
holder of the number of shares of Common Stock subject to such Option on such
date would have received in such merger or consolidation, and an appropriate
adjustment shall be made in the Exercise Price.
(c) In the event of (i) a dissolution or liquidation of the
Corporation, (ii) a sale of all or substantially all of the Corporation's
assets, (iii) a merger or consolidation involving the Corporation in which the
Corporation is not the surviving corporation or (iv) a merger or consolidation
involving the Corporation in which the Corporation is the surviving corporation
but the holders of shares of Common Stock receive securities of another
corporation and/or other property, including cash, the Corporation shall either:
(A) cancel, effective immediately prior to the occurrence of
such event, the Option and, in full consideration of such
cancellation, pay to the Advisory Director an amount in cash, for
each Optioned Share then subject to the Option, equal to the excess
of (I) the value, as determined by the Corporation in its absolute
discretion, of the property (including cash) received by the holder
of a share of Common Stock as a result of such event over (II) the
Exercise Price; or
(B) provide for the exchange of the Option for an option on some
or all of the property for which the Common Stock of the Corporation
is exchanged and, incident thereto, make an equitable adjustment as
determined by the Corporation in its absolute discretion in the
Exercise Price, or the number of shares or amount of property subject
to the Option, or both, or, if appropriate, provide for a cash
payment to the Advisory Director in partial consideration for the
exchange of the Option.
The Corporation shall take the same action under this section 3(c) as it takes
under any similar provision of the stock options granted to executive officers
of the Corporation.
(d) In the event of any change in the capitalization of the
Corporation or corporate change other than those specifically referred to in
sections 3(a), (b), or (c) hereof, the Corporation shall make such adjustments
in the number and class of shares subject to the Option outstanding on the date
on which such change occurs and in the Exercise Price as is appropriate to
prevent dilution or enlargement of rights.
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(e) Except as expressly provided herein, the Advisory Director shall
have no rights by reason of any subdivision or consolidation of shares of stock
of any class, the payment of any dividend, any increase or decrease in the
number of shares of stock of any class or any dissolution, liquidation, merger
or consolidation of the Corporation or any other corporation. Except as
expressly provided herein, no issuance by the Corporation of shares of stock of
any class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number of Optioned Shares.
SECTION 4. RIGHTS AS A STOCKHOLDER.
No person shall have any rights as a stockholder with respect to any
shares of Common Stock covered by or relating to the Option until the date of
the issuance of a stock certificate with respect to such shares. Except as
otherwise expressly provided in section 3 hereof, no adjustment to the Option
shall be made for dividends or other rights for which the record date occurs
prior to the date such stock certificate is issued.
SECTION 5. WITHHOLDING TAXES.
(a) Whenever shares of Common Stock are to be issued upon the exercise
of the Option, the Corporation shall have the right to require the Advisory
Director to remit to the Corporation in cash an amount sufficient to satisfy
federal, state and local withholding tax requirements, if any, attributable to
such exercise payment prior to the delivery of any certificate or certificates
for such shares.
(b) At the election of the Advisory Director, but subject to the
approval of the Corporation, when shares of Common Stock are to be issued upon
the exercise of the Option, in lieu of the remittance required by section 5(a)
hereof, the Advisory Director may tender to the Corporation a number of shares
of Common Stock determined by him, the Fair Market Value (as defined in section
8 hereof) of which at the tender date the Corporation determines to be
sufficient to satisfy the federal, state and local withholding tax requirements,
if any, attributable to such exercise, occurrence or grant and not greater than
the Advisory Director's estimated total federal, state and local tax obligations
associated with such exercise.
(c) At the election of the Advisory Director, but subject to the
approval of the Corporation, when shares of Common Stock are to be issued upon
the exercise of the Option, in lieu of the remittance required by section 5(a)
hereof, the Corporation shall withhold a number of such shares determined by the
Advisory Director, the Fair Market Value (as defined in section 8 hereof) of
which at the exercise date the Corporation determines to be sufficient to
satisfy the federal, state and local withholding tax requirements, if any,
attributable to such exercise and not greater than the Advisory Director's
estimated total federal, state and local tax obligations associated with such
exercise.
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SECTION 6. NO OBLIGATION TO EXERCISE.
The grant to the Advisory Director of the Option shall impose no
obligation to exercise such Option.
SECTION 7. TRANSFERS UPON DEATH.
Upon the death of the Advisory Director, the Option may be exercised
only by the executors or administrators of the Advisory Director's estate or by
any person or persons who shall have acquired such right to exercise by will or
by the laws of descent and distribution. No transfer by will or the laws of
descent and distribution shall be effective to bind the Corporation unless the
Corporation shall have been furnished with (a) written notice thereof and with a
copy of the will and/or such evidence as the Corporation may deem necessary to
establish the validity of the transfer and (b) an agreement by the transferee to
comply with all the terms and conditions of the Option that are or would have
been applicable to the Advisory Director and to be bound by the acknowledgments
made by the Advisory Director in connection with the grant of the Option. Except
as provided in this section 7, the Option shall not be transferable and may only
be exercised during the Advisory Director's lifetime by the Advisory Director.
SECTION 8. DEFINITION OF FAIR MARKET VALUE.
The "Fair Market Value" of a share of Common Stock on any date means:
(i) the average of the highest and lowest reported sales prices on the date in
question (or if there is no reported sale on such date, on the last preceding
date on which any reported sale occurred) as reported in the principal
consolidated reporting system with respect to securities listed or admitted to
trading on the principal United States securities exchange (including the Nasdaq
Stock Market as a national securities exchange for this purpose) on which the
shares of Common Stock are then listed or admitted to trading; or (ii) if shares
of Common Stock are not listed or admitted to trading on any such exchange, the
average of the closing high bid and low asked quotations with respect to a share
of Common Stock on such date on the National Association of Securities Dealers
Automated Quotations System, or, if no such quotation is provided, on another
similar system, selected by the Corporation, then in use; or (iii) if sections
8(i) and (ii) are not applicable, the fair market value of a share of Common
Stock as the Corporation may determine in good faith.
SECTION 9. REGISTRATION AND DELIVERY OF OPTIONED SHARES.
The Corporation's obligation to deliver shares of Common Stock under
this Agreement shall, if the Corporation so requests, be conditioned upon the
receipt of a representation as to the investment intention of the person to whom
such shares are to be delivered, in such form as the Corporation shall determine
to be necessary or advisable to comply with the provisions of applicable
federal, state or local law. It may be provided that any such representation
shall become inoperative upon a registration of the shares of Common Stock or
upon the occurrence of any other event eliminating the necessity of such
representation. The Corporation shall not be required to
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deliver any shares of Common Stock under this Agreement prior to (a) the
admission of such shares of Common Stock to listing on any stock exchange on
which Common Stock may then be listed, or (b) the completion of such
registration or other qualification under any state or federal law, rule or
regulations as the Corporation shall determine to be necessary or advisable. In
the event that the Corporation refuses, pursuant to the preceding sentence, to
deliver shares of its Common Stock upon the exercise of the Option, the
Corporation shall pay to the Advisory Director in a lump sum in cash not later
than the proposed exercise date an amount, for each share of Common Stock with
respect to which the Option was proposed to be exercised, in cancellation of
such Option with respect to such share, equal to the excess of (i) the Fair
Market Value (determined pursuant to section 8) of a share of Common Stock on
the proposed exercise date over (ii) the Exercise Price of the Option.
SECTION 10. REGISTRATION RIGHTS.
At or as soon as practicable following the effective date provided for
in the Merger Agreement, the Corporation shall prepare and file with the
Securities and Exchange Commission on Form S-8 (or another substantially
equivalent form promulgated by the Securities and Exchange Commission and
available to the Corporation) a registration statement covering the issuance of
the Optioned Shares in compliance with applicable laws, rules and regulations.
Following such filing, the Corporation shall take such actions as are necessary
to maintain the effectiveness of such registration through the Expiration Date
or, if earlier, the date on which no Optioned Shares remain available for
purchase hereunder. Notwithstanding anything contained herein to the contrary,
the Corporation's obligations under this section will not require the
Corporation to incur any unreasonable expenses.
SECTION 11. NOTICES.
Any communication required or permitted to be given hereunder,
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 to the Corporation:
Astoria Financial Corporation
Xxx Xxxxxxx Xxxxxxx Xxxxx
Xxxx Xxxxxxx, Xxx Xxxx 00000-0000
Attention: Corporate Secretary
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(b) If to the Advisory Director, to the Advisory Director's address
first above written or specified in any subsequent notice to the
Corporation.
No notice given to any party shall be deemed effective as to such party until
actually received.
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SECTION 12. SUCCESSORS AND ASSIGNS.
This Agreement shall inure to the benefit of and shall be binding upon
the Corporation and the Advisory Director and their respective heirs, successors
and assigns.
SECTION 13. CONSTRUCTION OF LANGUAGE.
Whenever appropriate in the Agreement, 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 Agreement, unless the context clearly indicates otherwise. The
headings of sections in this Agreement are for convenience of reference only and
are not intended to qualify the meaning of any section.
SECTION 14. AMENDMENT.
This Agreement may be amended, in whole or in part, at any time and
from time to time, by written agreement between the Corporation and the Advisory
Director.
SECTION 15. SEVERABILITY.
A determination that any provision of this Agreement, in whole or in
part, is invalid or unenforceable shall not affect the validity or
enforceability of any other provision hereof or of any part of the provision in
question not determined to be unenforceable.
SECTION 16. WAIVER.
Failure to insist upon strict compliance with any of the terms,
covenants or conditions hereof shall not be deemed a waiver of such term,
covenant, or condition. A waiver of any provision of this Agreement 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
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 17. COUNTERPARTS.
This Agreement may be executed in two (2) or more counterparts, each
of which shall be deemed an original, and all of which shall constitute one and
the same Agreement.
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SECTION 18. GOVERNING LAW.
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York without giving effect to the
conflict of law principles of such laws.
SECTION 19. ENTIRE AGREEMENT.
This instrument contains the entire agreement of the parties relating
to the subject matter hereof, and supersedes in its entirety any and all prior
agreements, understandings or representations relating to the subject matter
hereof.
SECTION 20. DISPUTE RESOLUTION.
Any controversy or claim arising out of or relating to this Agreement,
or the breach hereof, shall be settled by arbitration in accordance with the
Commercial Rules of the American Arbitration Association, and judgment upon the
award rendered by the arbitral tribunal may be entered in any court having
jurisdiction thereof. The arbitration shall be held in Nassau County, New York,
or at such other place as may be selected by mutual agreement. The arbitration
shall be conducted before a panel of three neutral arbitrators, all of whom
shall be members of the Bar of the State of New York, actively engaged in
practice of law for at least ten (10) years. Within fifteen (15) days after the
commencement of the arbitration, each party shall select one person to act as
arbitrator, and the two selected shall select a third arbitrator within ten (10)
days after their appointment; if the arbitrators selected by the parties hereto
are unable or fail to agree upon the third arbitrator, the third arbitrator
shall be selected by the President of the American Arbitration Association or
his designee. Either party may, without inconsistency with this Agreement, seek
from a court any interim or provisional relief that may be necessary to protect
the rights or property of that party pending the arbitral tribunal's
determination of the merits of the controversy. Neither party nor the
arbitrators may disclose the existence, content, or results of any arbitration
hereunder without the prior written consent of both parties. The prevailing
party shall be entitled to an award of reasonable attorneys' fees.
SECTION 21. ACCEPTANCE BY ADVISORY DIRECTOR.
By executing this Agreement and returning a fully executed copy hereof
to the Corporation at the address specified in section 11, the Advisory Director
(i) acknowledges receipt of this Agreement and agrees to be bound by the terms
and conditions of this Agreement and (ii) acknowledges receipt of the Prospectus
dated September 30, 1998 pursuant to which shares of Common Stock which may be
acquired upon exercise of options are being offered. If a fully executed copy of
this Agreement is not received by the Corporation within forty-five (45) days
after the date first above written, the Corporation may revoke the option
granted, and thereby avoid all obligations, hereunder.
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IN WITNESS WHEREOF, the Advisory Director has executed, and the
Corporation has caused its duly authorized representative to execute, this
Agreement as of the date first above written.
ASTORIA FINANCIAL CORPORATION
By:_________________________________
Signature
Title:______________________________
Date:_______________________________
ATTEST:
_________________________________
Secretary
[SEAL]
[INSERT NAME OF ADVISORY DIRECTOR]
____________________________________
Signature
Date:_______________________________
APPENDIX A TO ADVISORY BOARD OPTION AGREEMENT
STOCK OPTIONS GRANTED PURSUANT TO SECTION 4.13(C)
OF THE AGREEMENT AND PLAN OF MERGER DATED APRIL 2, 1998 (AS AMENDED)
BETWEEN ASTORIA FINANCIAL CORPORATION AND LONG ISLAND BANCORP, INC.
NOTICE OF EXERCISE OF STOCK OPTION
USE THIS NOTICE TO INFORM THE AFC COMMITTEE ADMINISTERING THE STOCK OPTIONS
GRANTED PURSUANT TO SECTION 4.13(C) OF THE AGREEMENT AND PLAN OF MERGER DATED
APRIL 2, 1998, AS AMENDED, BY AND BETWEEN ASTORIA FINANCIAL CORPORATION AND LONG
ISLAND BANCORP, INC. THAT YOU ARE EXERCISING YOUR RIGHT TO PURCHASE SHARES OF
COMMON STOCK OF ASTORIA FINANCIAL CORPORATION ("AFC") PURSUANT TO AN OPTION
("ADVISORY BOARD OPTION") GRANTED UNDER THE PLAN. IF YOU ARE NOT THE PERSON TO
WHOM THE OPTION WAS GRANTED ("OPTION RECIPIENT"), YOU MUST ATTACH TO THIS NOTICE
PROOF OF YOUR RIGHT TO EXERCISE THE OPTION GRANTED UNDER THE ADVISORY BOARD
OPTION AGREEMENT ENTERED INTO BY AFC AND THE OPTION RECIPIENT ("ADVISORY BOARD
OPTION AGREEMENT"). THIS NOTICE SHOULD BE PERSONALLY DELIVERED OR MAILED BY
CERTIFIED MAIL, RETURN RECEIPT REQUESTED TO: ASTORIA FINANCIAL CORPORATION, XXX
XXXXXXX XXXXXXX XXXXX, XXXX XXXXXXX, XXX XXXX 00000, ATTENTION: XXXXX X'XXXXXX.
THE EFFECTIVE DATE OF THE EXERCISE OF THE OPTION SHALL BE THE EARLIEST DATE
PRACTICABLE FOLLOWING THE DATE THIS PROPERLY COMPLETED NOTICE IS RECEIVED BY
AFC, BUT IN NO EVENT MORE THAN THREE BUSINESS DAYS AFTER SUCH DATE ("EFFECTIVE
DATE"). EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY HEREIN, CAPITALIZED
TERMS SHALL HAVE THE MEANINGS ASSIGNED TO THEM UNDER THE OPTION CONVERSION. THIS
NOTICE IS SUBJECT TO ALL OF THE TERMS AND CONDITIONS OF THE ADVISORY BOARD
OPTION AGREEMENT.
OPTION INFORMATION Identify below the Option that you are exercising by
providing the following information from the Advisory Board
Option Agreement.
NAME OF OPTION HOLDER: ___________________________________
EXERCISE PRICE PER SHARE: $_________.____
EXERCISE PRICE Compute the exercise price below and select a method
of payment.
TOTAL EXERCISE PRICE _______________ x $_________.______ = $__________
(No. of Shares) (Exercise Price)
METHOD OF PAYMENT
/ / I enclose a certified check, money order, or bank draft payable to the
order of Astoria Financial Corporation in the amount of the Total
Exercise Price
/ / Net Exercise (subject to approval by the AFC Committee) in which the
Option is cancelled as to a number of Shares with an Aggregate Fair
Market Value equal to the Total Exercise Price of the Option with the
remainder being issued to the Option Holder
ISSUANCE OF CERTIFICATES
I hereby direct that the stock certificates representing the shares of AFC
Common Stock purchased pursuant to section 2 above be issued to the
following person(s) in the amount specified below:
NAME AND ADDRESS SOCIAL SECURITY NO. NO. OF SHARES
________________________________________
_______-______-_______ _____________
________________________________________
________________________________________
_______-______-_______ _____________
________________________________________
COMPLIANCE WITH TAX AND SECURITIES LAWS
S H I understand that I must rely on, and consult with, my own tax and legal
I E counsel (and not Astoria Financial Corporation) regarding the application
G R of all laws -- particularly tax and securities laws -- to the transactions
N E to be effected pursuant to my Option and this Notice. I understand that I
will be responsible for paying any federal, state and local taxes that may
become due upon the sale (including a sale pursuant to a "cashless
exercise") or other disposition of shares of AFC Common Stock issued
pursuant to this Notice and that I must consult with my own tax advisor
regarding how and when such income will be reportable.
______________________________________________ ________________________
Signature Date
_______________________________________________________________________________
Address
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ASTORIA FINANCIAL CORPORATION
Received [CHECK ONE]: / / By Hand / / By Mail Post Marked
______________________
DATE OF POST XXXX
By _________________________________________________ ______________________
AUTHORIZED SIGNATURE DATE OF RECEIPT
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APPENDIX B TO ADVISORY BOARD OPTION AGREEMENT
STOCK OPTIONS GRANTED PURSUANT TO SECTION 4.13(C)
OF THE AGREEMENT AND PLAN OF MERGER DATED APRIL 2, 1998 (AS AMENDED)
BETWEEN ASTORIA FINANCIAL CORPORATION AND LONG ISLAND BANCORP, INC.
BENEFICIARY DESIGNATION FORM
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GENERAL
INFORMATION USE THIS FORM TO DESIGNATE THE BENEFICIARY(IES) WHO MAY EXERCISE
ADVISORY BOARD OPTIONS OUTSTANDING TO YOU AT THE TIME OF YOUR
DEATH UNDER THE ADVISORY BOARD OPTION AGREEMENT DATED SEPTEMBER
30, 1998 BETWEEN ASTORIA FINANCIAL CORPORATION AND THE OPTION
HOLDER NAMED BELOW.
Name of Person
Making Designation _________________________ Social Security Number ___-__-____
Name of
Option Holder ______________________________ Social Security Number ___-__-____
BENEFICIARY COMPLETE SECTIONS A AND B. IF NO PERCENTAGE SHARES ARE SPECIFIED,
DESIGNATION 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(s) as my
primary Beneficiary(ies) under the Advisory Board Option Agreement, 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 Advisory Board Option Agreement 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 Advisory Board Options:
NAME ADDRESS RELATIONSHIP BIRTHDATE SHARE
________________________
__________________ ____________ _________ _________%
________________________
________________________
__________________ ____________ _________ _________%
________________________
________________________
__________________ ____________ _________ _________%
________________________ Total=100%
S H I understand that this Beneficiary Designation shall be effective only if
I E properly completed and received by the Corporate Secretary of Astoria
G R Financial Corporation prior to my death, and that it is subject to all of
N E the terms and conditions of the Advisory Board Option Agreement. I also
understand that an effective Beneficiary designation revokes my prior
designation(s) with respect to all outstanding Advisory Board Options.
__________________________________________ _____________________________
YOUR SIGNATURE DATE
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This Beneficiary Designation was received by Comments
Astoria Financial Corporation on the date
indicated.
By___________________________ __________
Authorized Signature Date
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