Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
report (Date of earliest event reported): April 22, 2010
ASTORIA
FINANCIAL CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware
|
001-11967
|
11-3170868
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
ONE
ASTORIA FEDERAL PLAZA, LAKE SUCCESS, NEW YORK 11042-1085
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (516) 327-3000
NOT
APPLICABLE
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEMS
1 THROUGH 4 AND ITEMS 6 THROUGH 8 NOT APPLICABLE.
Item
5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Effective
April 21, 2010, Astoria Financial Corporation (the “Company”) and its wholly
owned subsidiary Astoria Federal Savings and Loan Association (the
“Association”) each entered into Amendment No. 1 to the Amended and
Restated Employment Agreements (the “Amended Agreements”)with each of
the Company’s and the Association’s executive officers. The executive officers
of the Company and the Association are as follows:
|
a)
|
George
L. Engelke, Jr., Chairman and Chief Executive
Officer,
|
|
b)
|
Monte
N. Redman, President and Chief Operating
Officer,
|
|
c)
|
Gerard
C. Keegan, Vice Chairman and Chief Administrative
Officer,
|
|
d)
|
Alan
P. Eggleston, Executive Vice President, Secretary and General
Counsel,
|
|
e)
|
Frank
E. Fusco, Executive Vice President, Treasurer and Chief Financial
Officer,
|
|
f)
|
Arnold
K. Greenberg, Executive Vice President,
and
|
|
g)
|
Gary
T. McCann, Executive Vice
President.
|
The
Amendment relate to five substantive changes to the employment agreements with
the executive officers:
|
|
a)
|
Previously,
the employment agreements with the Company have a three year term and,
unless either party notifies the other to the contrary in writing, the
agreements automatically renew on a daily basis to preserve the three year
term. The agreements with the Association are reviewed annually by the
Board of Directors of the Association for renewal to preserve their three
year term. The amendment to the agreements with both the Company and the
Association provide that no extensions will be provided beyond the 72nd
birthday of the executive such that the agreements will expire on the day
preceding the executive’s 75th
birthday. Currently, Mr. Engelke is 71 years of age. Mr. Greenberg is 69
years of age.
|
|
|
b)
|
Mr.
Engelke’s agreements were amended to provide that the designation of
another individual as Chief Executive Officer by the Boards of Directors
(the “Transition Date”) of the Company or the Association would not
constitute a breach of his employment agreements or entitle him to
severance. His salary following the Transition Date would be as
established by the Boards of Directors, not less than $750,000 per annum.
In the event Mr. Engelke became entitled to Severance Benefits, other than
Standard Termination Entitlements, as defined in his employment agreements
and for purposes of calculating benefits to which he may become entitle to
pursuant to the Association’s Group Life Insurance, Excess and
Supplemental Pension Plans following the Transition Date, his salary in
effect immediately prior to the Transition Date shall be
utilized.
|
- 2
-
|
|
c)
|
Indemnification
provisions of the agreements were modified to provide that indemnification
shall be provided to the maximum extent provided by applicable
law.
|
|
|
d)
|
Severance
benefits to which the executives may become entitled pursuant to the terms
of the agreements were modified in the following
respects:
|
|
|
1)
|
A
number of the components of severance are calculated based upon the
remaining contract term. Prior to the amendment, the remaining contract
term was calculated by rounding partial years up to the next whole year.
This calculation has been changed to calculate the remaining contract term
as the number of whole or partial years
remaining.
|
|
|
2)
|
The
DB Severance Payment, as defined in the agreements, was amended to exclude
consideration of the Bonus Severance Payment from its calculation,
and
|
|
|
3)
|
The
Bonus Severance Payment, as defined in the agreements, was amended to
change the calculation to utilize the executive’s target bonus times the
remaining contract term rather than 200% of target bonus times the
contract term.
|
|
|
e)
|
Provisions
that became applicable in the event the Company or Association issued any
debt or equity to the United States Treasury pursuant to the Capital
Purchase Program implemented under the Emergency Economic Stabilization
Act of 2008 were deleted from the agreements since the Company in 2009
determined not to participate in such
program.
|
The
Company estimates that in the event all of its executive officers became
entitled to severance payments and subject to Internal Revenue Code Section 280G
excises taxes, these changes would reduce the Company’s expense related to these
obligations by approximately $35,000,000.
The
Company and the Association also entered into Amendment No. 1 to the Amended and
Restated Change of Control Severance Agreements between the Company, the
Association and each of the Association’s Senior Vice Presidents. The amendment
to these agreements were consistent with the amendments described above in
paragraphs (c), (d)(1), (d)(3) and (e).
Copies of
the amendments described herein are attached as exhibits to this Form 8-K and
are incorporated by reference herein. The description of the amendments set
forth above is subject in its entirety to the terms of such
exhibits.
- 3
-
Item
9.01. Financial Statement and
Exhibits.
(d) Exhibits.
Exhibits
10.1 through 10.22 are management contracts or compensatory plans or
arrangements.
Exhibit
10.1 Amendment No. 1 To Amended And Restated
Employment Agreement by and between Astoria Financial Corporation and George L.
Engelke, Jr. dated as of April 21, 2010.
Exhibit
10.2 Amendment No. 1 To Amended And Restated
Employment Agreement by and between Astoria Federal Savings and Loan Association
and George L. Engelke, Jr. dated as of April 21, 2010.
Exhibit
10.3 Amendment No. 1 To Amended And Restated
Employment Agreement by and between Astoria Financial Corporation and Monte N.
Redman dated as of April 21, 2010.
Exhibit
10.4 Amendment No. 1 To Amended And Restated
Employment Agreement by and between Astoria Federal Savings and Loan Association
and Monte N. Redman dated as of April 21, 2010.
Exhibit
10.5 Amendment No. 1 To Amended And Restated
Employment Agreement by and between Astoria Financial Corporation and Gerard C.
Keegan dated as of April 21, 2010.
Exhibit
10.6 Amendment No. 1 To Amended And Restated
Employment Agreement by and between Astoria Federal Savings and Loan Association
and Gerard C. Keegan dated as of April 21, 2010.
Exhibit
10.7 Amendment No. 1 To Amended And Restated
Employment Agreement by and between Astoria Financial Corporation and Alan P.
Eggleston dated as of April 21, 2010.
Exhibit
10.8 Amendment No. 1 To Amended And Restated
Employment Agreement by and between Astoria Federal Savings and Loan Association
and Alan P. Eggleston dated as of April 21, 2010.
Exhibit
10.9 Amendment No. 1 To Amended And Restated
Employment Agreement by and between Astoria Financial Corporation and Frank E.
Fusco dated as of April 21, 2010.
Exhibit
10.10 Amendment No. 1 To Amended And Restated Employment Agreement
by and between Astoria Federal Savings and Loan Association and Frank E. Fusco
dated as of April 21, 2010.
Exhibit
10.11 Amendment No. 1 To Amended And Restated Employment
Agreement by and between Astoria Financial Corporation and Arnold K. Greenberg
dated as of April 21, 2010.
- 4
-
Exhibit
10.12 Amendment No. 1 To Amended And Restated Employment
Agreement by and between Astoria Federal Savings and Loan Association and Arnold
K. Greenberg dated as of April 21, 2010.
Exhibit
10.13 Amendment No. 1 To Amended And Restated Employment
Agreement by and between Astoria Financial Corporation and Gary T. McCann dated
as of April 21, 2010.
Exhibit
10.14 Amendment No. 1 To Amended And Restated Employment
Agreement by and between Astoria Federal Savings and Loan Association and Gary
T. McCann dated as of April 21, 2010.
Exhibit
10.15 Amendment No. 1 To Amended And Restated Change Of
Control Severance Agreement by and among Astoria Financial Corporation, Astoria
Federal Savings and Loan Association and Josie Callari dated as of April 21,
2010.
Exhibit
10.16 Amendment No. 1 To Amended And Restated Change Of
Control Severance Agreement by and among Astoria Financial Corporation, Astoria
Federal Savings and Loan Association and Anthony S. DiCostanzo dated as of April
21, 2010.
Exhibit
10.17 Amendment No. 1 To Amended And Restated Change Of
Control Severance Agreement by and among Astoria Financial Corporation, Astoria
Federal Savings and Loan Association and Brian T. Edwards dated as of April 21,
2010.
Exhibit
10.18 Amendment No. 1 To Amended And Restated Change Of
Control Severance Agreement by and among Astoria Financial Corporation, Astoria
Federal Savings and Loan Association and Thomas E. Lavery dated as of April 21,
2010.
Exhibit
10.19 Amendment No. 1 To Amended And Restated Change Of
Control Severance Agreement by and among Astoria Financial Corporation, Astoria
Federal Savings and Loan Association and William J. Mannix, Jr. dated as of
April 21, 2010.
Exhibit
10.20 Amendment No. 1 To Amended And Restated Change Of
Control Severance Agreement by and among Astoria Financial Corporation, Astoria
Federal Savings and Loan Association and Robert T. Volk dated as of April 21,
2010.
Exhibit
10.21 Amendment No. 1 To Amended And Restated Change Of
Control Severance Agreement by and among Astoria Financial Corporation, Astoria
Federal Savings and Loan Association and Ira M. Yourman dated as of April 21,
2010.
Exhibit
10.22 Amendment No. 1 To Amended And Restated Change Of
Control Severance Agreement by and among Astoria Financial Corporation, Astoria
Federal Savings and Loan Association and Robert J. DeStefano dated as of April
21, 2010.
- 5
-
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
|
Astoria
Financial Corporation
|
||
|
By:
|
/s/
Alan P. Eggleston
|
|
|
Alan
P. Eggleston
|
||
|
Executive
Vice President, Secretary
and
General Counsel
|
||
Dated:
April 22, 2010
- 6
-
EXHIBIT
INDEX
|
Exhibit
|
||
|
Number
|
Description
|
|
|
10.1
|
Amendment
No. 1 to Amended and Restated Employment Agreement by and between Astoria
Financial Corporation and George L. Engelke, Jr. dated as of April 21,
2010.
|
|
|
10.2
|
Amendment
No. 1 to Amended and Restated Employment Agreement by and between Astoria
Federal Savings and Loan Association and George L. Engelke, Jr. dated as
of April 21, 2010.
|
|
|
10.3
|
Amendment
No. 1 to Amended and Restated Employment Agreement by and between Astoria
Financial Corporation and Monte N. Redman dated as of April 21,
2010.
|
|
|
10.4
|
Amendment
No. 1 to Amended and Restated Employment Agreement by and between Astoria
Federal Savings and Loan Association and Monte N. Redman dated as of April
21, 2010.
|
|
|
10.5
|
Amendment
No. 1 to Amended and Restated Employment Agreement by and between Astoria
Financial Corporation and Gerard C. Keegan dated as of April 21,
2010.
|
|
|
10.6
|
Amendment
No. 1 to Amended and Restated Employment Agreement by and between Astoria
Federal Savings and Loan Association and Gerard C. Keegan dated as of
April 21, 2010.
|
|
|
10.7
|
Amendment
No. 1 to Amended and Restated Employment Agreement by and between Astoria
Financial Corporation and Alan P. Eggleston dated as of April 21,
2010.
|
|
|
10.8
|
Amendment
No. 1 to Amended and Restated Employment Agreement by and between Astoria
Federal Savings and Loan Association and Alan P. Eggleston dated as of
April 21, 2010.
|
|
|
10.9
|
Amendment
No. 1 to Amended and Restated Employment Agreement by and between Astoria
Financial Corporation and Frank E. Fusco dated as of April 21,
2010.
|
|
|
10.10
|
Amendment
No. 1 to Amended and Restated Employment Agreement by and between Astoria
Federal Savings and Loan Association and Frank E. Fusco dated as of April
21, 2010.
|
- 7
-
|
Exhibit
|
||
|
Number
|
Description
|
|
|
10.11
|
Amendment
No. 1 to Amended and Restated Employment Agreement by and between Astoria
Financial Corporation and Arnold K. Greenberg dated as of April 21,
2010.
|
|
|
10.12
|
Amendment
No. 1 to Amended and Restated Employment Agreement by and between Astoria
Federal Savings and Loan Association and Arnold K. Greenberg dated as of
April 21, 2010.
|
|
|
10.13
|
Amendment
No. 1 to Amended and Restated Employment Agreement by and between Astoria
Financial Corporation and Gary T. McCann dated as of April 21,
2010.
|
|
|
10.14
|
Amendment
No. 1 to Amended and Restated Employment Agreement by and between Astoria
Federal Savings and Loan Association and Gary T. McCann dated as of April
21, 2010.
|
|
|
10.15
|
Amendment
No. 1 to Amended and Restated Change of Control Severance Agreement by and
among Astoria Financial Corporation, Astoria Federal Savings and Loan
Association and Josie Callari dated as of April 21,
2010.
|
|
|
10.16
|
Amendment
No. 1 to Amended and Restated Change of Control Severance Agreement by and
among Astoria Financial Corporation, Astoria Federal Savings and Loan
Association and Anthony S. DiCostanzo dated as of April 21,
2010.
|
|
|
10.17
|
Amendment
No. 1 to Amended and Restated Change of Control Severance Agreement by and
among Astoria Financial Corporation, Astoria Federal Savings and Loan
Association and Brian T. Edwards dated as of April 21,
2010.
|
|
|
10.18
|
Amendment
No. 1 to Amended and Restated Change of Control Severance Agreement by and
among Astoria Financial Corporation, Astoria Federal Savings and Loan
Association and Thomas E. Lavery dated as of April 21,
2010.
|
|
|
10.19
|
Amendment
No. 1 to Amended and Restated Change of Control Severance Agreement by and
among Astoria Financial Corporation, Astoria Federal Savings and Loan
Association and William J. Mannix, Jr. dated as of April 21,
2010.
|
|
|
10.20
|
Amendment
No. 1 to Amended and Restated Change of Control Severance Agreement by and
among Astoria Financial Corporation, Astoria Federal Savings and Loan
Association and Robert T. Volk dated as of April 21,
2010.
|
|
|
10.21
|
Amendment
No. 1 to Amended and Restated Change of Control Severance Agreement by and
among Astoria Financial Corporation, Astoria Federal Savings and Loan
Association and Ira M. Yourman dated as of April 21,
2010.
|
- 8
-
|
Exhibit
|
||
|
Number
|
Description
|
|
|
10.22
|
Amendment
No. 1 to Amended and Restated Change of Control Severance Agreement by and
among Astoria Financial Corporation, Astoria Federal Savings and Loan
Association and Robert J. DeStefano dated as of April 21,
2010.
|
- 9
-