X0306 4 2017-01-30 false 0000910322 ASTORIA FINANCIAL CORP AF 0001622494 Donlon Hugh J ONE ASTORIA BANK PLAZA LAKE SUCCESS NY US 11042 false true false false Sr EVP and CLO Common Stock 2017-01-30 4 S false 37781.00 18.6893 D 3214.00 D Common Stock 28387.00 I RSA Common Stock 5460.00 I RSA Common Stock 10200.00 I RSA This transaction was executed in multiple trades at prices ranging from $18.6200 to $18.7300. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. Represents award of restricted stock dated October 15, 2014 pursuant to the 2014 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation (the 2014 Plan). The shares of restricted stock will vest as follows: 28,387 shares on October 1, 2017 or, if earlier, upon the death, Disability or Change in Control (as such terms are defined in the 2014 Plan) or, pursuant to the terms of his employment agreements with the Company and Astoria Bank (the Bank), upon his termination of employment by the Company or the Bank prior to the end of the term of such employment agreements without Cause, as defined therein. Represents award of restricted stock dated April 27, 2015 pursuant to the 2014 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation (the 2014 Plan). The shares of restricted stock will vest as follows:5,460 shares on December 14, 2017 or if earlier, upon the death, Disability or Change in Control (as such terms are defined in the 2014 Plan) or pursuant to the terms of his employment agreements with the Company and Astoria Bank (the Bank) upon his termination of employment by the Company or the Bank prior to the end of the term of such employment agreements without Cause, as defined therein. Represents award of restricted stock dated February 1, 2016 pursuant to the 2014 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation (the 2014 Plan). The shares of restricted stock will vest as follows: 5,100 shares on December 14, 2017 and 5,100 shares on December 14, 2018 or if earlier, upon the death, Disability or Change in Control (as such terms are defined in the 2014 Plan) or pursuant to the terms of his employment agreements with the Company and Astoria Bank (the Bank) upon his termination of employment by the Company or the Bank prior to the end of the term of such employment agreements without Cause, as defined therein. POWER OF ATTORNEY I hereby authorize and designate Monte N. Redman, Alan P. Eggleston, David J. DeBaun, Michele M. Weber, Theodore S. Ayvas, Frank E. Fusco, Yvonne Schade, Javier Evans, and Deborah J. Dusel, or any one of them acting as agent and attorney-in-fact, with full power of substitution, to: (1) prepare and sign on my behalf any Form 3, Form 4 or Form 5 pursuant to Section 16 of the Securities Exchange Act of 1934, as amended, and file the same with the Securities Exchange Commission, NYSE, and each stock exchange on which Astoria Financial Corporation's common stock or other securities are listed, as required by law; (2) prepare and sign on my behalf any Form 144 pursuant to the Securities Act of 1933, as amended, and file the same with the Securities Exchange Commission, NYSE, and each stock exchange on which Astoria Financial Corporation's common stock or other securities are listed, as required by law; and (3) do anything else necessary or proper in connection with the foregoing. This Power of Attorney shall not be affected by my subsequent disability or incompetence. Date: August 24, 2016 Hugh J. Donlon Hugh J. Donlon by Deborah J. Dusel, attorney-in-fact 2017-02-01