Stock Incentive Plans

On May 21, 2014, our shareholders approved the 2014 Amended and Restated Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation, or the 2014 Plan, which amended and restated the Re-designated, Amended and Restated Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation, or the 2005 Employee Stock Plan, as of that date, or the Effective Date. The 2014 Plan authorized 3,250,000 shares of common stock for future grants to officers and employees on and after the Effective Date. In addition, immediately prior to the approval of the 2014 Plan, there remained 507,925 shares available for future grants under the 2005 Employee Stock Plan which were carried over to the 2014 Plan. There were no grants under the 2014 Plan during the 2014 third quarter. Accordingly, at September 30, 2014, 3,757,925 shares of common stock remain available for future grants under the 2014 Plan and no further grants may be made under the 2005 Employee Stock Plan.

During the six months ended June 30, 2014, 396,840 shares of restricted common stock were granted to select officers under the 2005 Employee Stock Plan, of which 128,340 shares vest on December 15, 2014, 128,940 shares vest on December 14, 2015, 130,140 shares vest on December 14, 2016 and 9,420 shares were forfeited as of September 30, 2014. In the event the grantee terminates his/her employment due to death or disability, or in the event we experience a change in control, as defined and specified in the 2005 Employee Stock Plan, all restricted common stock granted pursuant to such plan immediately vests. Also, during the six months ended June 30, 2014, 395,900 performance-based restricted stock units were granted to select officers under the 2005 Employee Stock Plan, of which 386,300 units remain outstanding at September 30, 2014. Each restricted stock unit granted represents a right, under the 2005 Employee Stock Plan, to receive one share of our common stock in the future, subject to meeting certain criteria. The restricted stock units have specified performance objectives within a specified performance measurement period and no voting or dividend rights prior to vesting and delivery of shares. The performance measurement period for these restricted stock units is the fiscal year ending December 31, 2016 and the vest date is February 1, 2017. Shares will be issued on the vest date at either 125%, 100%, 75%, 50% or 0% of units granted based on actual performance during the performance measurement period. However, in the event of a change in control during the performance measurement period, the restricted stock units will vest on the change in control date and shares will be issued at 100% of units granted. Absent a change in control, if a grantee’s employment terminates prior to December 31, 2016 all restricted stock units will be forfeited. In the event a grantee’s employment terminates during the period on or after December 31, 2016 through February 1, 2017 due to death, disability, retirement or a change in control, the grantee will remain entitled to the shares otherwise earned.

During the nine months ended September 30, 2014, 32,506 shares of restricted common stock were granted to directors under the Astoria Financial Corporation 2007 Non-Employee Directors Stock Plan, as amended, of which 28,148 remain outstanding at September 30, 2014 and vest 100% in February 2017, although awards immediately vest upon death, disability, mandatory retirement, involuntary termination or a change in control, as such terms are defined in the plan.

The following table summarizes restricted common stock and performance-based restricted stock unit activity in our stock incentive plans for the nine months ended September 30, 2014.



	Restricted Common Stock						Restricted Stock Units
	Number of Units		Weighted Average Grant Date Fair Value				Number of Units			Weighted Average Grant Date Fair Value
Unvested at January 1, 2014	781,644			$	11.46			409,100			$	9.22
Granted	429,346			12.63				395,900			12.14
Vested	(55,168	)		(11.04		)		—			—
Forfeited	(23,590	)		(11.93		)		(20,600	)		(10.58		)
Unvested at September 30, 2014	1,132,232			11.91				784,400			10.66

Stock-based compensation expense is recognized on a straight-line basis over the vesting period and totaled $1.4 million, net of taxes of $789,000, for the three months ended September 30, 2014 and $4.2 million, net of taxes of $2.3 million, for the nine months ended September 30, 2014. Stock-based compensation expense totaled $1.2 million, net of taxes of $636,000, for the three months ended September 30, 2013 and $3.4 million, net of taxes of $1.9 million, for the nine months ended September 30, 2013. At September 30, 2014, pre-tax compensation cost related to all nonvested awards of restricted common stock and restricted stock units not yet recognized totaled $12.4 million and will be recognized over a weighted average period of approximately 1.9 years, which excludes $1.8 million of pre-tax compensation cost related to 65,000 shares of performance-based restricted common stock and 99,525 performance-based restricted stock units, for which compensation cost will begin to be recognized when the achievement of the performance conditions becomes probable.