1996 Stock Option Plan for Outside Directors
Astoria Financial Corporation
(As amended December 17, 1997)
(As amended December 29, 2005)
Section 1.1 General Purpose of the Plan.
The purpose of the Plan is to promote the growth and profitability
of Astoria Financial Corporation
, to provide Eligible Directors of Astoria
and affiliates with an incentive to achieve corporate
objectives, to attract and retain key directors of outstanding competence and to
provide such Eligible Directors with an equity interest in Astoria Financial
The following definitions shall apply for the purposes of this Plan,
unless a different meaning is plainly indicated by the context:
Section 2.1 Association means Astoria Federal Savings and Loan
Association, a federally chartered savings institution, and any successor
Section 2.2 Board means the board of directors of Astoria Financial
Section 2.3 Change in Control of the Company means any of the
(a) approval by the stockholders of Astoria Financial Corporation
a transaction that would result in the reorganization, merger or
consolidation of Astoria Financial Corporation
with one or more other
persons, other than a transaction following which:
(i) at least 51% of the equity ownership interests of the
entity resulting from such transaction are beneficially owned
(within the meaning of Rule 13d-3 promulgated under the Exchange
Act) in substantially the same relative proportions by persons who,
immediately prior to such transaction, beneficially owned (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) at
least 51% of the outstanding equity ownership interests in Astoria
(ii) at least 51% of the securities entitled to vote generally
in the election of directors of the entity resulting from such
transaction are beneficially owned (within the meaning of Rule 13d-3
promulgated under the Exchange Act)
in substantially the same relative proportions by persons who,
immediately prior to such transaction, beneficially owned (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) at
least 51% of the securities entitled to vote generally in the
election of directors of Astoria Financial Corporation
(b) the acquisition of all or substantially all of the assets of
Astoria Financial Corporation
or beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the
outstanding securities of Astoria Financial Corporation entitled to vote
generally in the election of directors by any person or by any persons
acting in concert, or approval by the stockholders of Astoria Financial
Corporation of any transaction which would result in such an acquisition;
(c) a complete liquidation or dissolution of Astoria Financial
Corporation, or approval by the stockholders of Astoria Financial
Corporation of a plan for such liquidation or dissolution;
(d) the occurrence of any event if, immediately following such
event, at least 50% of the members of the Board of Directors of Astoria
Financial Corporation do not belong to any of the following groups:
(i) individuals who were members of the Board of Directors of
Astoria Financial Corporation on the date of this Agreement; or
(ii) individuals who first became members of the Board of
Directors of Astoria Financial Corporation after the date of this
(A) upon election to serve as a member of the Board of
Directors of Astoria Financial Corporation by affirmative vote
of three-quarters of the members of such Board, or of a
nominating committee thereof, in office at the time of such
first election; or
(B) upon election by the stockholders of Astoria
Financial Corporation to serve as a member of the Board of
Directors of Astoria Financial Corporation, but only if
nominated for election by affirmative vote of three-quarters
of the members of the Board of Directors of Astoria Financial
Corporation, or of a nominating committee thereof, in office
at the time of such first nomination;
provided, however, that such individual's election or nomination did
not result from an actual or threatened election contest (within the
meaning of Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act) or other actual or threatened solicitation of proxies
or consents (within the meaning of Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) other than by or on behalf of
the Board of Directors of Astoria Financial Corporation; or
(e) any event which would be described in section 2.3(a), (b), (c)
or (d) if
the term "Association" were substituted for the term "Astoria Financial
In no event, however, shall a Change in Control be deemed to have occurred as a
result of any acquisition of securities or assets of Astoria Financial
Corporation, the Association, or a subsidiary of either of them, by Astoria
Financial Corporation, the Association, or a subsidiary of either of them, or by
any employee benefit plan maintained by any of them. For purposes of this
section 2.4, the term "person" shall have the meaning assigned to it under
sections 13(d)(3) or 14(d)(2) of the Exchange Act.
Section 2.4 Code means the Internal Revenue Code of 1986 (including
the corresponding provisions of any succeeding law).
Section 2.5 Committee means the Committee described in section 3.1.
Section 2.6 Company means Astoria Financial Corporation, a
corporation organized and existing under the laws of the State of Delaware
any successor thereto, the Association and any successor thereto and, with the
prior approval of the Board, and subject to such terms and conditions as may be
imposed by the Board, any other savings bank, savings and loan association,
bank, corporation, financial institution or other business organization or
Section 2.7 Disability means a condition of total incapacity, mental
or physical, for further performance of duty with the Company which the
Committee shall have determined, on the basis of competent medical evidence, is
likely to be permanent.
Section 2.8 Effective Date means the date on which the Plan is
approved by the holders of a majority of the Shares represented in person or by
proxy at a meeting duly called and held.
Section 2.9 Eligible Director means a member of the Board who is not
also an employee or an officer of the Company.
Section 2.10 Exchange Act means the Securities Exchange Act of 1934.
Section 2.11 Exercise Price means the price per Share at which
Shares subject to an Option may be purchased upon exercise of the Option,
determined in accordance with section 4.3.
Section 2.12 Fair Market Value means, with respect to a Share on a
(a) the final quoted sales price 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 on
which the Shares are listed or admitted to trading; or
(b) if the Shares are not listed or admitted to trading on any such
exchange, the closing bid quotation with respect to a Share 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 Committee, then in use; or
(c) if sections 2.12(a) and (b) are not applicable, the fair market
value of a Share as the Committee may determine.
Section 2.13 Limited Stock Appreciation Right means a right granted
pursuant to section 4.7.
Section 2.14 Option means a right to purchase Shares that is granted
pursuant to section 4.1.
Section 2.15 Option Period means the period during which an Option
may be exercised, determined in accordance with section 4.4.
Section 2.16 Person means an individual, a corporation, a bank, a
savings bank, a savings and loan association, a financial institution, a
partnership, an association, a joint-stock company, a trust, an estate, an
unincorporated organization and any other business organization or institution.
Section 2.17 Plan means the 1996 Stock Option Plan for Outside
Directors of Astoria Financial Corporation, as amended from time to time.
Section 2.18 Qualified Domestic Relations Order means a Domestic
Relations Order that: (a) clearly specifies (i) the name and last known mailing
address of the Option holder and of each person given rights under such Domestic
Relations Order, (ii) the amount or percentages of the Option holder's benefits
under this Plan to be paid to each person covered by such Domestic Relations
Order, (iii) the number of payments or the period to which such Domestic
Relations Order applies, and (iv) the name of this Plan; and (b) does not
require the payment of a benefit in a form or amount that is (i) not otherwise
provided for under the Plan, or (ii) inconsistent with a previous Qualified
Domestic Relations Order. For the purposes of this Plan, a "Domestic Relations
Order" means a judgment, decree or order (including the approval of a property
settlement) that is made pursuant to a state domestic relations or community
property law and relates to the provision of child support, alimony payments, or
marital property rights to a spouse, child or other dependent of an Option
Section 2.19 Share means a share of Common Stock, par value $.01 per
share of Astoria Financial Corporation.
Section 3.1 Committee.
The Plan shall be administered by a Committee which shall be the
Compensation Committee of Astoria Financial Corporation.
Section 3.2 Committee Action.
The Committee shall hold such meetings, and may make such
administrative rules and regulations, as it may deem proper. A majority of the
members of the Committee shall constitute a quorum, and the action of a majority
of the members of the Committee present at a meeting at which a quorum is
present, as well as actions taken pursuant to the unanimous written consent of
all of the members of the Committee without holding a meeting, shall be deemed
to be actions of the Committee.
All actions of the Committee shall be final and conclusive and shall be binding
upon the Company and all other interested parties. Any Person dealing with the
Committee shall be fully protected in relying upon any written notice,
instruction, direction or other communication signed by the secretary of the
Committee and one member of the Committee, by two members of the Committee or by
a representative of the Committee authorized to sign the same in its behalf.
Section 3.3 Committee Responsibilities.
Subject to the terms and conditions of the Plan and such limitations
as may be imposed from time to time by the Board, the Committee shall be
responsible for the overall management and administration of the Plan and shall
have such authority as shall be necessary or appropriate in order to carry out
its responsibilities, including, without limitation, the authority:
(a) to interpret and construe the Plan, and to determine all
questions that may arise under the Plan as to eligibility for
participation in the Plan, the number of Shares subject to the Options to
be granted, and the terms and conditions thereof;
(b) to adopt rules and regulations and to prescribe forms for the
operation and administration of the Plan; and
(c) to take any other action not inconsistent with the provisions of
the Plan that it may deem necessary or appropriate.
Section 4.1 Available Shares.
Subject to section 5.3, the maximum aggregate number of Shares with
respect to which Options may be granted at any time shall be equal to the excess
(a) 60,000 Shares; over
(b) the sum of:
(i) the number of Shares with respect to which previously
granted Options may then or may in the future be exercised; plus
(ii) the number of Shares with respect to which previously
granted Options have been exercised.
For purposes of this section 4.1, an Option shall not be considered as having
been exercised to the extent that such Option terminates by reason other than
the purchase of the related Shares.
Section 4.2 Option Grants.
(a) On the Effective Date, each Person who is then an Eligible
Director shall be granted an Option to purchase 1,000 Shares. A Person who
becomes an Eligible Director subsequent to the Effective Date shall be granted,
on the 15th day of the month following the month in which such individual
becomes an Eligible Director (or, if such date is not a business day, the first
thereafter), an Option to purchase 2,000 Shares. No Eligible Director shall be
granted more than one Option pursuant to this section 4.2(a).
(b) Subject to sections 4.2(c) and 4.1, on January 15, 1997 and on
January 15 of each calendar year during which the Plan is in effect (or, if such
date is not a business day, the first business day thereafter), each Person who
is an Eligible Director on such date shall be granted an Option to purchase
(c) Notwithstanding sections 4.2(a) and (b), in the event that, as
of the first business day of any calendar month, the number of available Shares
determined under section 4.1 is less than the total number of Shares with
respect to which Options would be granted under sections 4.2(a) and (b) during
such month, each Eligible Director scheduled to receive a grant of Options
during such month shall be granted an Option for the number of whole Shares
determined by multiplying (i) the number of Shares with respect to which the
Eligible Director would have been granted an Option on such date by (ii) a
fraction, the numerator of which is the number of Shares that are then available
under section 4.1 and the denominator of which is the total number of Shares
that would have to have been available under section 4.1 in order to grant all
of the Options that would otherwise have been granted under sections 4.2(a) and
(b) during such month, and rounding to the nearest whole Share; provided,
however, that if rounding will require more Shares to be available than provided
in section 4.1, then the amount determined pursuant to this section 4.2(c) will
be calculated by rounding down to the lesser whole number.
(d) Any Option granted under this section 4.2 shall be evidenced by
a written agreement which shall specify the number of Shares covered by the
Option, the Exercise Price for the Shares subject to the Option, the Option
Period, all as determined pursuant to this Article IV. The Option agreement
shall also set forth specifically or incorporate by reference the applicable
provisions of the Plan.
Section 4.3 Exercise Price.
The price per Share at which an Option granted to an Eligible
Director under section 4.2 may be exercised shall be the Fair Market Value of a
Share on the date on which the Option is granted.
Section 4.4 Option Period.
The Option Period during which an Option granted to an Eligible
Director under section 4.2 may be exercised shall commence on the date the
Option is granted and shall expire on the earlier of:
(i) the last day of the one-year period commencing on the date the
Eligible Director ceases to be a director of the Company for any reason
other than removal for cause in accordance with the Company's bylaws;
(ii) removal for cause in accordance with the Company's bylaws; or
(iii) the last day of the ten-year period commencing on the date on
which the Option was granted.
Section 4.5 Method of Exercise.
(a) Subject to the limitations of the Plan and the Option agreement,
an Option holder may, at any time during the Option Period, exercise his right
to purchase all or any part of the Shares to which the Option relates; provided,
however, that the minimum number of Shares which may be purchased at any time
shall be 100, or, if less, the total number of Shares relating to the Option
which remain unpurchased. An Option holder shall exercise an Option to purchase
(i) giving written notice to the Committee, in such form and manner
as the Committee may prescribe, of his intent to exercise the Option;
(ii) delivering to the Committee full payment, consistent with
section 4.5(b), for the Shares as to which the Option is to be exercised;
(iii) satisfying such other conditions as may be prescribed in the
(b) The Exercise Price of Shares to be purchased upon exercise of
any Option shall be paid in full in cash (by certified or bank check or such
other instrument as the Company may accept) or by one or more of the following:
(i) in the form of Shares already owned beneficially for a period of more than
six months by the Option holder having an aggregate Fair Market Value on the
date the Option is exercised equal to the aggregate Exercise Price to be paid;
(ii) after a period of six months from the date of grant of any such Option, by
requesting the Company to cancel without payment Options outstanding to such
Person for that number of Shares whose aggregate Fair Market Value on the date
of exercise, when reduced by their aggregate Exercise Price, equals the
aggregate Exercise Price of the Options being exercised; or (iii) by a
combination thereof. Payment for any Shares to be purchased upon exercise of an
Option may also be made by delivering a properly executed exercise notice to the
Company, together with a copy of irrevocable instructions to a broker to deliver
promptly to the Company the amount of sale or loan proceeds to pay the purchase
price. To facilitate the foregoing, the Company may enter into agreements for
coordinated procedures with one or more brokerage firms.
(c) When the requirements of section 4.5(a) and (b) have been
satisfied, the Committee shall take such action as is necessary to cause the
issuance of a stock certificate evidencing the Option holder's ownership of such
Shares. The Person exercising the Option shall have no right to vote or to
receive dividends, nor have any other rights with respect to the Shares, prior
to the date as of which such Shares are transferred to such Person on the stock
transfer records of the Company, and no adjustments shall be made for any
dividends or other rights for which the record date is prior to the date as of
which such transfer is effected, except as may be required under section 5.3.
Section 4.6 Limitations on Options.
(a) An Option by its terms shall not be transferable by the Option
holder other than by will or the laws of descent and distribution, or pursuant
to the terms of a Qualified Domestic Relations Order, and shall be exercisable,
during the life of the Option holder, only by the Option holder or an alternate
payee designated pursuant to such a Qualified Domestic Relations Order;
provided, however, that an Eligible Director may, at any time at or after the
grant of an Option under the Plan, apply to the Committee for approval to
transfer all or any portion of such Option which is then unexercised to such
Eligible Director's spouse, and the lineal ascendents and lineal descendants of
such Eligible Director or his spouse, or any one or more of them, or to an
entity wholly owned by (including but not limited to a
trust the exclusive beneficiaries of which are) one or more of them or wholly
owned jointly by one or more of them and the Eligible Director. The Committee
may approve or withhold approval of such transfer in its sole and absolute
discretion. If such transfer is approved, it shall be effected by written notice
to the Company given in such form and manner as the Committee may prescribe and
actually received by the Company prior to the death of the person giving it.
Thereafter, the transferee shall have with respect to such Option, all of the
rights, privileges and obligations which would attach thereunder to the
transferor. If a privilege of the Option depends on the life, employment or
other status of the transferor, such privilege of the Option for the transferee
shall continue to depend upon the life, employment or other status of the
transferor. The Committee shall have full and exclusive authority to interpret
and apply the provisions of the Plan to transferees to the extent not
specifically addressed herein.
(b) The Company's obligation to deliver Shares with respect to an
Option shall, if the Company 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 Committee 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 or upon the occurrence of any
other event eliminating the necessity of such representation. The Company shall
not be required to deliver any Shares under the Plan prior to (i) the admission
of such Shares to listing on any stock exchange on which Shares may then be
listed, or (ii) the completion of such registration or other qualification under
any state or federal law, rule or regulation as the Company shall determine to
be necessary or advisable.
Section 4.7 Change in Control Cash Out.
(a) Each Option granted under this Plan shall be accompanied by a
Limited Stock Appreciation Right that is exercisable at the times and upon the
terms and conditions set forth herein. Each Limited Stock Appreciation Right
granted hereunder shall be exercisable for a period commencing on the date on
which a Change in Control of the Company occurs and ending six (6) months after
such date or, if later in the case of any Person, thirty (30) days after the
earliest date on which such Person may exercise the Limited Stock Appreciation
Right without subjecting himself to liability under section 16 of the Securities
Exchange Act of 1934, as amended. A Person in possession of a Limited Stock
Appreciation Right granted hereunder may exercise such Limited Stock
Appreciation Right by:
(i) giving written notice to the Committee, in such form and manner
as the Committee may prescribe, of his intent to exercise the Limited
Stock Appreciation Right; and
(ii) agreeing in such written notice to the cancellation of Options
then outstanding to him for a number of Shares equal to the number of
Shares for which the Limited Stock Appreciation Right is being exercised.
Except as provided in section 4.7(c), within ten (10) days after giving of such
a notice, the Committee shall cause the Company to deliver to such person in the
discretion of the Committee either (i) a monetary payment in an amount per Share
equal to the amount by which the Change of Control Consideration exceeds the
Exercise Price per Share of each of the Options being canceled or (ii) Shares or
other property with a fair market value at least equal to the monetary payment
provided for in subparagraph (i) above.
(b) For purposes of section 4.7(a), the term Change in Control
Consideration shall mean the greater of (i) the highest price per Share paid by
any Person who initiated or sought to effect the Change in Control for a Share
during the period of one (1) year ending on the date of the relevant Change in
Control of the Company; and (ii) the average Fair Market Value of a Share over
the last ten (10) trading days preceding the date of exercise of the Limited
Stock Appreciation Right.
(c) Notwithstanding anything herein contained to the contrary, the
Limited Stock Appreciation Rights granted hereunder shall be canceled
immediately prior to the effective time of a Change in Control of the Company
resulting from a transaction between the Company and another party pursuant to a
written agreement whereby the consummation of the transaction is conditioned
upon the availability of "pooling of interests" accounting treatment (within the
meaning of A.P.B. No. 16 or any successor thereto); provided, however, that the
cancellation of such Limited Stock Appreciation Rights shall be subject to the
(i) the existence of the Limited Stock Appreciation Rights would (in
the opinion of the firm of independent certified public accountants
regularly engaged to audit the Company's financial statements) render the
transaction ineligible for pooling of interests accounting treatment;
(ii) the cancellation of the Limited Stock Appreciation Rights would
(in the opinion of the firm of independent certified public accountants
regularly engaged to audit the Company's financial statements) render the
transaction eligible for pooling of interests accounting treatment;
(iii) the transaction is, in fact, consummated; and
(iv) the written agreement providing for the transaction provides
for each Person to whom a Limited Stock Appreciation Right has been
granted to receive, upon the effective date of such transaction, property
other than cash with a fair market value at least equal to the monetary
payment that would be made upon exercise of the Limited Stock Appreciation
AMENDMENT AND TERMINATION
Section 5.1 Termination.
The Board may suspend or terminate the Plan in whole or in part at
any time prior to the tenth anniversary of the Effective Date by giving written
notice of such suspension or termination to the Committee. Unless sooner
terminated, the Plan shall terminate automatically on the day preceding the
tenth anniversary of the Effective Date. In the event of any suspension or
termination of the Plan, all Options theretofore granted under the Plan that are
outstanding on the date of such suspension or termination of the Plan shall
remain outstanding under the terms of the Option agreements evidencing such
Section 5.2 Amendment.
The Board may amend or revise the Plan in whole or in part at any
time; provided, however, that if the amendment or revision:
(a) materially increases the benefits accruing under the Plan;
(b) materially increases the number of Shares which may be issued
under the Plan; or
(c) materially modifies the requirements as to eligibility for
Options under the Plan;
such amendment or revision shall be subject to approval by the shareholders of
Section 5.3 Adjustments in the Event of a Business Reorganization.
(a) In the event of any merger, consolidation, or other business
reorganization in which the Company is the surviving entity, and in the event of
any stock split, stock dividend or other event generally affecting the number of
Shares held by each Person who is then a holder of record of Shares, the number
of Shares covered by each outstanding Option and the number of Shares available
pursuant to section 4.1 shall be adjusted to account for such event. Such
adjustment shall be effected by multiplying such number of Shares by an amount
equal to the number of Shares that would be owned after such event by a Person
who, immediately prior to such event, was the holder of record of one Share, and
the Exercise Price of the Options shall be adjusted by dividing the Exercise
Price by such number of Shares; provided, however, that the Committee may, in
its discretion, establish another appropriate method of adjustment.
(b) In the event of any merger, consolidation, or other business
reorganization in which the Company is not the surviving entity:
(i) any Options granted under the Plan which remain
outstanding may be canceled as of the effective date of such merger,
consolidation, business reorganization, liquidation or sale by the
Board upon 30 days' written notice to each Option holder in advance
of the effective date of such event; and
(ii) any Option which is not canceled pursuant to section
5.3(b)(i) shall be adjusted in such manner as the Committee shall
deem appropriate to account for such merger, consolidation or other
Section 6.1 Status as an Employee Benefit Plan.
This Plan is not intended to satisfy the requirements for
qualification under section 401(a) of the Code or to satisfy the definitional
requirements for an "employee benefit plan" under section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended. It is intended to be a
non-qualified incentive compensation program for self-employed individuals that
is exempt from the regulatory requirements of the Employee Retirement Income
Security Act of 1974, as amended. The Plan shall be construed and administered
so as to effectuate this intent.
Section 6.2 No Right to Continued Employment.
Neither the establishment of the Plan nor any provisions of the Plan
nor any action of the Board or the Committee with respect to the Plan shall be
held or construed to confer upon any Eligible Director any right to a
continuation of his position as a director of the Company. The Company reserves
the right to remove any Eligible Director or otherwise deal with any Eligible
Director to the same extent as though the Plan had not been adopted.
Section 6.3 Construction of Language.
Whenever appropriate in the Plan, 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 an Article or section number shall
refer to an Article or section of this Plan unless otherwise indicated.
Section 6.4 Governing Law.
The Plan 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 federal
Section 6.5 Headings.
The headings of Articles and sections are included solely for
convenience of reference. If there is any conflict between such headings and the
text of the Plan, the text shall control.
Section 6.6 Non-Alienation of Benefits.
The right to receive a benefit under the Plan shall not be subject
in any manner to anticipation, alienation or assignment, nor shall such right be
liable for or subject to debts, contracts, liabilities, engagements or torts,
except as required by a Qualified Domestic Relations Order or as otherwise
permitted pursuant to section 4.6(a).
Section 6.7 Taxes.
The Company shall have the right to deduct from all amounts paid by
the Company in cash with respect to an Option under the Plan any taxes required
by law to be withheld with respect to such Option. Where any Person is entitled
to receive Shares pursuant to the exercise of an Option, the Company shall have
the right to require such Person to pay 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 6.8 Approval of Shareholders.
The Plan and all Options and Limited Stock Appreciation Rights
granted hereunder shall be conditioned on the approval of the Plan by the
shareholders of Astoria Financial Corporation. No Option or Limited Stock
Appreciation Right granted under the Plan shall be effective, nor shall any such
Option or Limited Stock Appreciation Right be exercised or any Shares issued or
purchased, prior to such approval.
Section 6.9 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 to the Compensation Committee:
Astoria Financial Company
One Astoria Federal Plaza
Lake Success, New York
Attention: Corporate Secretary
(b) If to an Option holder, to the Option holder's address as shown
in the Company's records.