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EXHIBIT 10.34
ASTORIA FEDERAL SAVINGS AND LOAN ASSOCIATION
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT WITH XXXXXX X. XXXXXX
This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT WITH XXXXXX X.
XXXXXX ("Amendment No. 1") is made and entered into as of March 29, 1997, by and
between ASTORIA FEDERAL SAVINGS AND LOAN ASSOCIATION, a savings institution
organized and operating under the federal laws of the United States and having
an office at Xxx Xxxxxxx Xxxxxxx Xxxxx, Xxxx Xxxxxxx, Xxx Xxxx 00000-0000
("Association") and XXXXXX X. XXXXXX, an individual ("Executive").
WITNESSETH:
WHEREAS, the Association and the Executive have entered into
an Employment Agreement as of March 29, 1997 (the "Existing Agreement") in
connection with the merger of The Greater New York Savings Bank with and into
the Association (the "Merger"); and
WHEREAS, the consummation of the Merger is contingent upon the
approval thereof by the Office of Thrift Supervision (the "OTS"); and
WHEREAS, as a condition of approval, the OTS requires certain
changes in the terms of the Existing Agreement; and
WHEREAS, in order to facilitate the consummation of the
Merger, the Association and the Executive are willing to amend the Existing
Agreement in the manner hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and conditions hereinafter set forth, the Association and the
Executive hereby agree that the Existing Agreement shall be amended, effective
as of March 29, 1997, in the following respects:
1. Section 9(a)(ii) of the Existing Agreement shall be amended
to read in its entirety as follows:
(ii) the termination of the Executive's employment with the
Association for any other reason not described in section 10.
2. Sections 9(b)(v) and 9(b)(vi) of the Existing Agreement
shall be amended to read in their entirety as follows:
(v) within thirty (30) days following his termination of
employment with the Association, a lump sum payment in an amount equal
to the excess, if any, of:
(A) the present value of the aggregate benefits which
he would have accrued under any and all qualified and
non-qualified defined benefit pension plans maintained by, or
covering employees of, the Association) if he
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had continued working for the Association during the Remaining
Unexpired Employment Period (such benefits to be determined as
of the date of termination of employment by adding to the
service actually recognized under such plans an additional
period equal to the Remaining Unexpired Employment Period and
by adding to the compensation recognized under such plans for
the most recent year recognized all amounts payable under
sections 9(b)(i), (iv) and (vii); over
(B) the present value of the benefits to which he is
actually entitled under such defined benefit pension plans as
of the date of his termination;
where such present values are to be determined using the mortality
tables prescribed under section 415(b)(2)(E)(v) of the Code and a
discount rate, compounded monthly, equal to the annualized rate of
interest prescribed by the Pension Benefit Guaranty Corporation for the
valuation of immediate annuities payable under terminating
single-employer defined benefit plans for the month in which the
Executive's termination of employment occurs ("Applicable PBGC Rate");
(vi) within thirty (30) days following his termination of
employment with the Association, a lump sum payment in an amount equal
to the present value of the additional employer contributions (or if
greater in the case of a leveraged employee stock ownership plan or
similar arrangement, the additional assets allocable to him through
debt service, based on the fair market value of such assets at
termination of employment) which he would have accrued under any and
all qualified and non-qualified defined contribution plans maintained
by, or covering employees of, the Association, as if he had continued
working for the Association during the Remaining Unexpired Employment
Period at the highest annual rate of compensation achieved during that
portion of the Employment Period which is prior to the Executive's
termination of employment with the Association, and making the maximum
amount of employee contributions, if any, required under such plan or
plans, such present value to be determined on the basis of a discount
rate, compounded using the compounding period that corresponds to the
frequency with which employer contributions are made to the relevant
plan, equal to the Applicable PBGC Rate;
3. Section 9(b) of the Existing Agreement shall be further
amended by adding the word "and" after the semicolon at the end of section
9(b)((vii) and deleting sections 9(b)(viii) and (ix) in their entirety.
4. Section 11(b) of the Existing Agreement shall be amended by
adding the word "or" after the semicolon at the end of section 11(b)(ii),
substituting a period for "; or" at the end of section 11(b)(iii), and deleting
section 11(b)(iv) in its entirety.
5. Section 27 of the Existing Agreement shall be amended to
read in its entirety as follows:
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(a) Notwithstanding anything herein contained to the contrary,
in no event shall the aggregate amount of compensation payable to the
Executive under section 9(b) hereof (exclusive of amounts described in
section 9(b)(i)) exceed the three times the Executive's average annual
total compensation for the last five consecutive calendar years to end
prior to his termination of employment with the Association (or for his
entire period of employment with the Association if less than five
calendar years).
IN WITNESS WHEREOF, the Association has caused this Amendment
No. 1 to be executed and the Executive has hereunto set his hand, all as of the
day and year first above written.
ATTEST: ASTORIA FEDERAL SAVINGS
AND LOAN ASSOCIATION
By /S/ Xxxx X. Xxxxxxxxx
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Asst Secretary By /S/ Xxxxxx X. Xxxxxxx, Xx.
----------------------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
Title: President and Chief Executive
Officer
[Seal]
/S/ Xxxxxx X. Xxxxxx
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XXXXXX X. XXXXXX
0
XXXXX XX XXX XXXX )
: ss.:
COUNTY OF NASSAU )
On this 30th day of, September, 1997, before me personally
came Xxxxxx X. Xxxxxx, to me known, and known to me to be the individual
described in the foregoing instrument, who, being by me duly sworn, did depose
and say that he resides at the address set forth in said instrument, and that he
signed his name to the foregoing instrument.
/S/ Xxxx Xxxxx
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Notary Public
XXXX XXXXX
Notary Public, State of New York
No. 4980431
Qualified in Suffolk County
Commission Expires April 22, 0000
XXXXX XX XXX XXXX )
: ss.:
COUNTY OF NEW YORK )
On this 29th day of September, 1997, before me personally came
Xxxxxx X. Xxxxxxx, Xx., to me known, who, being by me duly sworn, did depose and
say that he resides at ---------------------------------------, that he is
President and Chief Executive Officer of ASTORIA FEDERAL SAVINGS AND LOAN
ASSOCIATION, the savings institution described in and which executed the
foregoing instrument; that he knows the seal of said institution; that the seal
affixed to said instrument is such seal; that it was so affixed by order of the
Board of Directors of said institution; and that he signed his name thereto by
like order.
/S/ Xxxxxxxxx X. Xxxxx
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Notary Public
XXXXXXXXX XXXXX
NOTARY PUBLIC, State of New York
No. 00-0000000
Qualified in New York County
Commission Expires March 4, 1999
