Common use of Excise Tax Gross-Up Clause in Contracts

Excise Tax Gross-Up. In the event that the Officer becomes entitled to one or more payments (with a “payment” including, without limitation, the vesting of an option or other non-cash benefit or property, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Bank or the Holding Company or any affiliated company or from or pursuant to the terms of the Flushing Financial Corporation Employee Benefit Trust) (the “Total Payments”), which are or become subject to the tax imposed by Section 4999 of the Code (or any similar tax that may hereafter be imposed) (the “Excise Tax”), the Holding Company shall pay to the Officer at the time specified below an additional amount (the “Gross-up Payment”) (which shall include, without limitation, reimbursement for any penalties and interest that may accrue in respect of such Excise Tax) such that the net amount retained by the Officer, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and any federal, state and local income or employment tax and Excise Tax on the Gross-up Payment provided for by this section 11, but before reduction for any federal, state or local income or employment tax on the Total Payments, shall be equal to the sum of (a) the Total Payments, and (b) an amount equal to the product of any deductions disallowed for federal, state or local income tax purposes because of the inclusion of the Gross-up Payment in the Officer’s adjusted gross income multiplied by the highest applicable marginal rate of federal, state or local income taxation, respectively, for the calendar year in which the Gross-up Payment is to be made. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax,

Excise Tax Gross-Up. In If the event that the Officer Executive becomes entitled to one or more payments (with a “payment” including, without limitation, the vesting of an option or other non-cash benefit or property), whether pursuant to the terms of this Agreement or any other plan, arrangement arrangement, or agreement with the Bank or the Holding Company or any affiliated company or from or pursuant to the terms of the Flushing Financial Corporation Employee Benefit Trust) (the “Total Payments”), which are or become subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any similar tax that may hereafter be imposed) (the “Excise Tax”), the Holding Company shall pay to the Officer Executive at the time specified below an additional amount (the “Gross-up Payment”) (which shall include, without limitation, reimbursement for any penalties and interest that may accrue in respect of such Excise Tax) such that the net amount retained by the OfficerExecutive, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and any federal, state and local income or employment tax and Excise Tax on the Gross-up Payment provided for by this section 11Section 16, but before reduction for any federal, state state, or local income or employment tax on the Total Payments, shall be equal to the sum of (a) the Total Payments, and (b) an amount equal to the product of any deductions disallowed for federal, state state, or local income tax purposes because of the inclusion of the Gross-up Payment in the OfficerExecutive’s adjusted gross income multiplied by the highest applicable marginal rate of federal, state state, or local income taxation, respectively, for the calendar year in which the Gross-up Payment is to be made. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax,:

Excise Tax Gross-Up. In the event that the Officer becomes entitled to one or more payments (with a “payment” including, without limitation, the vesting of an option or other non-cash benefit or property, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Bank or the Holding Company or any affiliated company or from or pursuant to the terms of the Flushing Financial Corporation Employee Benefit Trust) (the “Total Payments”), which are or become subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any similar tax that may hereafter be imposed) (the “Excise Tax”), the Holding Company shall pay to the Officer at the time specified below an additional amount (the “Gross-up Payment”) (which shall include, without limitation, reimbursement for any penalties and interest that may accrue in respect of such Excise Tax) such that the net amount retained by the Officer, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and any federal, state and local income or employment tax and Excise Tax on the Gross-up Payment provided for by this section 11, but before reduction for any federal, state or local income or employment tax on the Total Payments, shall be equal to the sum of (a) the Total Payments, and (b) an amount equal to the product of any deductions disallowed for federal, state or local income tax purposes because of the inclusion of the Gross-up Payment in the Officer’s adjusted gross income multiplied by the highest applicable marginal rate of federal, state or local income taxation, respectively, for the calendar year in which the Gross-up Payment is to be made. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax,

Excise Tax Gross-Up. In If the event that the Officer Executive becomes entitled to one or more payments (with a “payment” including, without limitation, the vesting of an option or other non-cash benefit or property), whether pursuant to the terms of this Agreement or any other plan, arrangement arrangement, or agreement with the Bank or the Holding Company or any affiliated company or from or pursuant to the terms of the Flushing Financial Corporation Employee Benefit Trust) (the “Total Payments”), which are or become subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any similar tax that may hereafter be imposed) (the “Excise Tax”), the Holding Company shall pay to the Officer Executive at the time specified below an additional amount (the “Gross-up Payment”) (which shall include, without limitation, reimbursement for any penalties and interest that may accrue in respect of such Excise Tax) such that the net amount retained by the OfficerExecutive, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and any federal, state and local income or employment tax and Excise Tax on the Gross-up Payment provided for by this section 11Section 17, but before reduction for any federal, state state, or local income or employment tax on the Total Payments, shall be equal to the sum of (a) the Total Payments, and (b) an amount equal to the product of any deductions disallowed for federal, state state, or local income tax purposes because of the inclusion of the Gross-up Payment in the OfficerExecutive’s adjusted gross income multiplied by the highest applicable marginal rate of federal, state state, or local income taxation, respectively, for the calendar year in which the Gross-up Payment is to be made. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax,:

Excise Tax Gross-Up. In the event that the Officer If Executive becomes entitled to one or more payments (with a “"payment” " including, without limitation, the vesting of an option or other non-cash benefit or property), whether pursuant to the terms of this Agreement or any other plan, arrangement arrangement, or agreement with the Bank or the Holding Company or any affiliated company or from or pursuant to the terms of the Flushing Financial Corporation Employee Benefit Trust) (the “"Total Payments”"), which are or become subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (or any similar tax that may hereafter be imposed) (the “"Excise Tax”"), the Holding Company shall pay to the Officer Executive at the time specified below an additional amount (the “"Gross-up Payment”") (which shall include, without limitation, reimbursement for any penalties and interest that may accrue in respect of such Excise Tax) such that the net amount retained by the OfficerExecutive, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and any federal, state and local income or employment tax and Excise Tax on the Gross-up Payment provided for by this section 11Section 18, but before reduction for any federal, state state, or local income or employment tax on the Total Payments, shall be equal to the sum of (a) the Total Payments, and (b) an amount equal to the product of any deductions disallowed for federal, state state, or local income tax purposes because of the inclusion of the Gross-up Payment in the Officer’s Executive's adjusted gross income multiplied by the highest applicable marginal rate of federal, state state, or local income taxation, respectively, for the calendar year in which the Gross-up Payment is to be made. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax,:

Excise Tax Gross-Up. In If while a member of the event that the Officer Business Planning Committee Executive becomes entitled to one or more payments (with a “payment” including, without limitation, the vesting of an option or other non-cash benefit or property), whether pursuant to the terms of this Agreement or any other plan, arrangement arrangement, or agreement with the Bank or the Holding Company or any affiliated company or from or pursuant to the terms of the Flushing Financial Corporation Employee Benefit Trust) (the “Total Payments”), which are or become subject to the tax imposed by Section 4999 of the Code (or any similar tax that may hereafter be imposed) (the “Excise Tax”), the Holding Company shall pay to the Officer Executive at the time specified below an additional amount (the “Gross-up Payment”) (which shall include, without limitation, reimbursement for any penalties and interest that may accrue in respect of such Excise Tax) such that the net amount retained by the OfficerExecutive, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and any federal, state and local income or employment tax and Excise Tax on the Gross-up Payment provided for by this section 11Section 17, but before reduction for any federal, state state, or local income or employment tax on the Total Payments, shall be equal to the sum of (a) the Total Payments, and (b) an amount equal to the product of any deductions disallowed for federal, state state, or local income tax purposes because of the inclusion of the Gross-up Payment in the OfficerExecutive’s adjusted gross income multiplied by the highest applicable marginal rate of federal, state state, or local income taxation, respectively, for the calendar year in which the Gross-up Payment is to be made. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax,:

Excise Tax Gross-Up. In If the event that the Officer Executive becomes entitled to one or more payments (with a “"payment” " including, without limitation, the vesting of an option or other non-cash benefit or property), whether pursuant to the terms of this Agreement or any other plan, arrangement arrangement, or agreement with the Bank or the Holding Company or any affiliated company or from or pursuant to the terms of the Flushing Financial Corporation Employee Benefit Trust) (the “"Total Payments”"), which are or become subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (or any similar tax that may hereafter be imposed) (the “"Excise Tax”"), the Holding Company shall pay to the Officer Executive at the time specified below an additional amount (the “"Gross-up Payment”") (which shall include, without limitation, reimbursement for any penalties and interest that may accrue in respect of such Excise Tax) such that the net amount retained by the OfficerExecutive, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and any federal, state and local income or employment tax and Excise Tax on the Gross-up Payment provided for by this section 11Section 16, but before reduction for any federal, state state, or local income or employment tax on the Total Payments, shall be equal to the sum of (a) the Total Payments, and (b) an amount equal to the product of any deductions disallowed for federal, state state, or local income tax purposes because of the inclusion of the Gross-up Payment in the Officer’s Executive's adjusted gross income multiplied by the highest applicable marginal rate of federal, state state, or local income taxation, respectively, for the calendar year in which the Gross-up Payment is to be made. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax,:

Excise Tax Gross-Up. In the event that the Officer (a) Subject to Section 10(b) below, if Executive becomes entitled to one or more payments (with a “"payment” " including, without limitation, the vesting of an option or other non-cash benefit or property), whether pursuant to the terms of this Agreement or any other plan, arrangement arrangement, or agreement with the Bank or the Holding Company or any affiliated company or from or pursuant to the terms of the Flushing Financial Corporation Employee Benefit Trust) (the “"Total Payments”"), which are or become subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (or any similar tax that may hereafter be imposed) (the “"Excise Tax”"), the Holding Company shall pay to the Officer Executive at the time specified below an additional amount (the “"Gross-up Payment”") (which shall include, without limitation, reimbursement for any penalties and interest that may accrue in respect of such Excise Tax) such that the net amount retained by the OfficerExecutive, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and any federal, state and local income or employment tax and Excise Tax on the Gross-up Payment provided for by this section 11Section 10, but before reduction for any federal, state state, or local income or employment tax on the Total Payments, shall be equal to the sum of (aA) the Total Payments, and (bB) an amount equal to the product of any deductions disallowed for federal, state state, or local income tax purposes because of the inclusion of the Gross-up Payment in the Officer’s Executive's adjusted gross income multiplied by the highest applicable marginal rate of federal, state state, or local income taxation, respectively, for the calendar year in which the Gross-up Payment is to be made. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax,:

Excise Tax Gross-Up. In the event that the Officer becomes entitled to one or more payments (with a “"payment” " including, without limitation, the vesting of an option or other non-cash benefit or property, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Bank or the Holding Company or any affiliated company or from or pursuant to the terms of the Flushing Financial Corporation Employee Benefit Trust) (the “"Total Payments”"), which are or become subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (or any similar tax that may hereafter be imposed) (the “"Excise Tax”"), the Holding Company shall pay to the Officer at the time specified below an additional amount (the “"Gross-up Payment”") (which shall include, without limitation, reimbursement for any penalties and interest that may accrue in respect of such Excise Tax) such that the net amount retained by the Officer, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and any federal, state and local income or employment tax and Excise Tax on the Gross-up Payment provided for by this section 11, but before reduction for any federal, state or local income or employment tax on the Total Payments, shall be equal to the sum of (a) the Total Payments, and (b) an amount equal to the product of any deductions disallowed for federal, state or local income tax purposes because of the inclusion of the Gross-up Payment in the Officer’s 's adjusted gross income multiplied by the highest applicable marginal rate of federal, state or local income taxation, respectively, for the calendar year in which the Gross-up Payment is to be made. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax,

Excise Tax Gross-Up. In the event that the Officer becomes entitled any payment or benefit received or to one or more payments (with a “payment” including, without limitation, the vesting of an option or other non-cash benefit or property, whether be received pursuant to the terms of this Agreement or (but determined without regard to any other plan, arrangement or agreement with the Bank or the Holding Company or any affiliated company or from or pursuant to the terms of the Flushing Financial Corporation Employee Benefit Trustadditional payment required under this Section 4) (the “Total Severance Payments”), which are would: (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), or become any similar or successor provision to 280G; and (ii) be subject to the excise tax imposed by Section 4999 of the Code (or any similar tax that may hereafter be imposed) or successor provision to Section 4999 (the “Excise Tax”), or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the Holding Company “Excise Tax”), then the Employee shall pay be entitled to receive from the Officer at the time specified below Corporation an additional amount payment (the “Gross-up Up Payment”) in an amount such that after payment by the Employee of all taxes (which shall include, without limitation, reimbursement for including any penalties and interest that may accrue in respect of such Excise Tax) such that the net amount retained by the Officer, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and any federal, state and local income or employment tax and Excise Tax on imposed upon the Gross-up Payment provided for by this section 11Up Payment, but before reduction for any federal, state or local income or employment tax on the Total Payments, shall be equal to the sum of (a) the Total Payments, and (b) Employee retains an amount equal to the product of any deductions disallowed for federal, state or local income tax purposes because of the inclusion of the Gross-up Up Payment in equal to the Officer’s adjusted gross Excise Tax imposed upon the Severance Payments. For purposes of determining the amount of the Gross-Up Payment, the Employee shall be deemed to: (i) pay federal income multiplied by taxes at the highest applicable marginal rate rates of federal, state or local federal income taxation, respectively, taxation for the calendar year in which the Gross-up Up Payment is to be made. For purposes ; and (ii) pay applicable state and local income taxes at the highest marginal rate of determining whether any taxation for the calendar year in which the Gross-Up Payment is to be made, net of the Total Payments will maximum reduction in federal income taxes which could be subject to the Excise Tax and the amount obtained from deduction of such Excise Tax,state and local taxes.

Excise Tax Gross-Up. In the event that the Officer becomes entitled any payment or benefit received or to one or more payments (with a “payment” including, without limitation, the vesting of an option or other non-cash benefit or property, whether be received pursuant to the terms of this Agreement or (but determined without regard to any other plan, arrangement or agreement with the Bank or the Holding Company or any affiliated company or from or pursuant to the terms of the Flushing Financial Corporation Employee Benefit Trustadditional payment required under this Section 4) (the “Total "Severance Payments”"), which are would: (i) constitute a "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or become any similar or successor provision to 280G; and (ii) be subject to the excise tax imposed by Section 4999 of the Code (or any similar tax that may hereafter be imposed) or successor provision to Section 4999 (the “"Excise Tax”"), or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the Holding Company "Excise Tax"), then the Employee shall pay be entitled to receive from the Officer at the time specified below Corporation an additional amount payment (the “"Gross-up Up Payment”") in an amount such that after payment by the Employee of all taxes (which shall include, without limitation, reimbursement for including any penalties and interest that may accrue in respect of such Excise Tax) such that the net amount retained by the Officer, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and any federal, state and local income or employment tax and Excise Tax on imposed upon the Gross-up Payment provided for by this section 11Up Payment, but before reduction for any federal, state or local income or employment tax on the Total Payments, shall be equal to the sum of (a) the Total Payments, and (b) Employee retains an amount equal to the product of any deductions disallowed for federal, state or local income tax purposes because of the inclusion of the Gross-up Up Payment in equal to the Officer’s adjusted gross Excise Tax imposed upon the Severance Payments. For purposes of determining the amount of the Gross-Up Payment, the Employee shall be deemed to: (i) pay federal income multiplied by taxes at the highest applicable marginal rate rates of federal, state or local federal income taxation, respectively, taxation for the calendar year in which the Gross-up Up Payment is to be made. For purposes ; and (ii) pay applicable state and local income taxes at the highest marginal rate of determining whether any taxation for the calendar year in which the Gross-Up Payment is to be made, net of the Total Payments will maximum reduction in federal income taxes which could be subject to the Excise Tax and the amount obtained from deduction of such Excise Tax,state and local taxes.

Excise Tax Gross-Up. In the event that the Officer If Executive becomes entitled to one or more payments (with a “payment” including, without limitation, the vesting of an option or other non-cash benefit or property), whether pursuant to the terms of this Agreement or any other plan, arrangement arrangement, or agreement with the Bank or the Holding Company or any affiliated company or from or pursuant to the terms of the Flushing Financial Corporation Employee Benefit Trust) (the “Total Payments”), which are or become subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any similar tax that may hereafter be imposed) (the “Excise Tax”), the Holding Company shall pay to the Officer Executive at the time specified below an additional amount (the “Gross-up Up Payment”) (which shall include, without limitation, reimbursement for any penalties and interest that may accrue in respect of such Excise Tax) such that the net amount retained by the OfficerExecutive, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and any federal, state and local income or employment tax and Excise Tax on the Gross-up Up Payment provided for by this section Section 11, but before reduction for any federal, state state, or local income or employment tax on the Total Payments, shall be equal to the sum of (a) the Total Payments, and (b) an amount equal to the product of any deductions disallowed for federal, state state, or local income tax purposes because of the inclusion of the Gross-up Up Payment in the OfficerExecutive’s adjusted gross income multiplied by the highest applicable marginal rate of federal, state state, or local income taxation, respectively, for the calendar year in which the Gross-up Up Payment is to be made. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax,:

Excise Tax Gross-Up. In the event that the Officer If Executive becomes entitled to one or more payments (with a “payment” including, without limitation, payments in connection with a Change in Control or the vesting of an a SAR, stock option or other equity award or other non-cash benefit or property), whether pursuant to the terms of this Agreement or any other plan, arrangement arrangement, or agreement with the Bank or the Holding Company or any affiliated company or from or pursuant to the terms of the Flushing Financial Corporation Employee Benefit Trust) (the “Total Payments”), which are or become subject to the tax imposed by Section 4999 of the Code (or any similar tax that may hereafter be imposed) a successor provision of the Code (the “Excise Tax”), the Holding Company shall pay to the Officer Executive at the time specified below an additional amount (the “Gross-up Payment”) (which shall include, without limitation, reimbursement for any penalties and interest that may accrue in respect of such Excise Tax) such that the net amount retained by the OfficerExecutive, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and any federal, state and local income or employment tax and Excise Tax on the Gross-up Payment provided for by this section 11Section, but before reduction for any federal, state state, or local income or employment tax on the Total Payments, shall be equal to the sum of (a) the Total Payments, and (b) an amount equal to the product of any deductions by the Executive disallowed for federal, state state, or local income tax purposes because of the inclusion of the Gross-up Payment in the OfficerExecutive’s adjusted gross income multiplied by the highest applicable marginal rate of federal, state state, or local income taxation, respectively, for the calendar year in which the Gross-up Payment is to be made. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax,:

Excise Tax Gross-Up. In If the event that the Officer Executive becomes entitled to one or more payments (with a “"payment” " including, without limitation, the vesting of an option or other non-cash benefit or property), whether pursuant to the terms of this Agreement or any other plan, arrangement arrangement, or agreement with the Bank or the Holding Company or any affiliated company or from or pursuant to the terms of the Flushing Financial Corporation Employee Benefit Trust) (the “"Total Payments”"), which are or become subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (or any similar tax that may hereafter be imposed) (the “"Excise Tax”"), the Holding Company shall pay to the Officer Executive at the time specified below an additional amount (the “"Gross-up Payment”") (which shall include, without limitation, reimbursement for any penalties and interest that may accrue in respect of such Excise Tax) such that the net amount retained by the OfficerExecutive, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and any federal, state and local income or employment tax and Excise Tax on the Gross-up Payment provided for by this section 11Section 17, but before reduction for any federal, state state, or local income or employment tax on the Total Payments, shall be equal to the sum of (a) the Total Payments, and (b) an amount equal to the product sum of the products of any deductions disallowed for federal, state state, or local income tax purposes because of the inclusion of the Gross-up Payment in the Officer’s Executive's adjusted gross income multiplied by the highest applicable marginal rate of federal, state state, or local income taxation, respectively, for the calendar year in which the Gross-up Payment is to be made. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax,:

Excise Tax Gross-Up. In the event that the Officer If Executive becomes entitled to one or more payments (with a “payment” including, without limitation, payments in connection with a Change In Control or the vesting of an a stock option or other equity award or other non-cash benefit or property), whether pursuant to the terms of this Agreement or any other plan, arrangement arrangement, or agreement with the Bank or the Holding Company or any affiliated company or from or pursuant to the terms of the Flushing Financial Corporation Employee Benefit Trust) (the “Total Payments”), which are or become subject to the tax imposed by Section 4999 of the Code (or any similar tax that may hereafter be imposed) a successor provision of the Code (the “Excise Tax”), the Holding Company shall pay to the Officer Executive at the time specified below an additional amount (the “Gross-up Payment”) (which shall include, without limitation, reimbursement for any penalties and interest that may accrue in respect of such Excise Tax) such that the net amount retained by the OfficerExecutive, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and any federal, state and local income or employment tax and Excise Tax on the Gross-up Payment provided for by this section 11Section, but before reduction for any federal, state state, or local income or employment tax on the Total Payments, shall be equal to the sum of (a) the Total Payments, and (b) an amount equal to the product of any deductions by the Executive disallowed for federal, state state, or local income tax purposes because of the inclusion of the Gross-up Payment in the OfficerExecutive’s adjusted gross income multiplied by the highest applicable marginal rate of federal, state state, or local income taxation, respectively, for the calendar year in which the Gross-up Payment is to be made. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax,:

Excise Tax Gross-Up. In the event that the Officer becomes entitled any payment or benefit received or to one or more payments (with a “payment” including, without limitation, the vesting of an option or other non-cash benefit or property, whether be received pursuant to the terms of this Agreement or (but determined without regard to any other plan, arrangement or agreement with the Bank or the Holding Company or any affiliated company or from or pursuant to the terms of the Flushing Financial Corporation Employee Benefit Trustadditional payment required under this Section 4) (the “Total Severance Payments”), which are would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), or become any similar or successor provision to 280G, and (ii) be subject to the excise tax imposed by Section 4999 of the Code (or any similar tax that may hereafter be imposed) or successor provision to Section 4999 (the “Excise Tax”), or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the Holding Company “Excise Tax”), then the Employee shall pay be entitled to receive from the Officer at the time specified below Corporation an additional amount payment (the “Gross-up Up Payment”) in an amount such that after payment by the Employee of all taxes (which shall include, without limitation, reimbursement for including any penalties and interest that may accrue in respect of such Excise Tax) such that the net amount retained by the Officer, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and any federal, state and local income or employment tax and Excise Tax on imposed upon the Gross-up Payment provided for by this section 11Up Payment, but before reduction for any federal, state or local income or employment tax on the Total Payments, shall be equal to the sum of (a) the Total Payments, and (b) Employee retains an amount equal to the product of any deductions disallowed for federal, state or local income tax purposes because of the inclusion of the Gross-up Up Payment in equal to the Officer’s adjusted gross Excise Tax imposed upon the Severance Payments. For purposes of determining the amount of the Gross-Up Payment, the Employee shall be deemed to (i) pay federal income multiplied by taxes at the highest applicable marginal rate rates of federal, state or local federal income taxation, respectively, taxation for the calendar year in which the Gross-up Up Payment is to be made. For purposes , and (ii) pay applicable state and local income taxes at the highest marginal rate of determining whether any taxation for the calendar year in which the Gross-Up Payment is to be made, net of the Total Payments will maximum reduction in federal income taxes which could be subject to the Excise Tax and the amount obtained from deduction of such Excise Tax,state and local taxes.

Excise Tax Gross-Up. In (a) If the event that the Officer Employee becomes entitled to one or more payments (with a “"payment” " including, without limitation, the vesting of an option or other non-cash benefit or property), whether pursuant to the terms of this Agreement or any other plan, arrangement arrangement, or agreement with the Bank or the Holding Company or any affiliated company or from or pursuant to the terms of the Flushing Financial Corporation Employee Benefit Trust) (the “"Total Payments”"), which are or become subject to the tax imposed by Section section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any similar tax that may hereafter be imposed) imposed (the “"Excise Tax”"), the Holding Company shall pay to the Officer Employee at the time specified below an additional amount (the “"Gross-up Payment”") (which shall include, without limitation, reimbursement for any penalties and interest that may accrue in respect of such Excise Tax) such that the net amount retained by the OfficerEmployee, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and any federal, state and local income or employment tax and Excise Tax on the Gross-up Payment provided for by this section 11Section 2.3, but before reduction for any federal, state state, or local income or employment tax on the Total Payments, shall be equal to the sum of (a) the Total Payments, and (b) an amount equal to the product of any deductions disallowed for federal, state state, or local income tax purposes because of the inclusion of the Gross-up Payment in the Officer’s Employee's adjusted gross income multiplied by the highest applicable marginal rate of federal, state state, or local income taxation, respectively, for the calendar year in which the Gross-up Payment is to be made. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax,.

Excise Tax Gross-Up. In If the event that the Officer Executive becomes entitled to one or more payments (with a “payment” including, without limitation, the vesting of an option or other non-cash benefit or property), whether pursuant to the terms of this Agreement or any other plan, arrangement arrangement, or agreement with the Bank or the Holding Company or any affiliated company or from or pursuant to the terms of the Flushing Financial Corporation Employee Benefit Trust) (the “Total Payments”), which are or become subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any similar tax that may hereafter be imposed) (the “Excise Tax”), the Holding Company shall pay to the Officer Executive at the time specified below an additional amount (the “Gross-up Payment”) (which shall include, without limitation, reimbursement for any penalties and interest that may accrue in respect of such Excise Tax) such that the net amount retained by the OfficerExecutive, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and any federal, state and local income or employment tax and Excise Tax on the Gross-up Payment provided for by this section 11Section 13, but before reduction for any federal, state state, or local income or employment tax on the Total Payments, shall be equal to the sum of (a) the Total Payments, and (b) an amount equal to the product sum of the products of any deductions disallowed for federal, state state, or local income tax purposes because of the inclusion of the Gross-up Payment in the Officer’s Executive s adjusted gross income multiplied by the highest applicable marginal rate of federal, state state, or local income taxation, respectively, for the calendar year in which the Gross-up Payment is to be made. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax,:

Excise Tax Gross-Up. In the event that the Officer If Executive becomes entitled to one or more payments (with a “"payment” " including, without limitation, the vesting of an option or other non-cash benefit or property), whether pursuant to the terms of this Agreement or any other plan, arrangement arrangement, or agreement with the Bank or the Holding Company or any affiliated company or from or pursuant to the terms of the Flushing Financial Corporation Employee Benefit Trust) (the “"Total Payments”"), which are or become subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (or any similar tax that may hereafter be imposed) (the “"Excise Tax”"), the Holding Company shall pay to the Officer Executive at the time specified below an additional amount (the “"Gross-up Payment”") (which shall include, without limitation, reimbursement for any penalties and interest that may accrue in respect of such Excise Tax) such that the net amount retained by the OfficerExecutive, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and any federal, state and local income or employment tax and Excise Tax on the Gross-up Payment provided for by this section 11Section 19, but before reduction for any federal, state state, or local income or employment tax on the Total Payments, shall be equal to the sum of (a) the Total Payments, and (b) an amount equal to the product of any deductions disallowed for federal, state state, or local income tax purposes because of the inclusion of the Gross-up Payment in the Officer’s Executive's adjusted gross income multiplied by the highest applicable marginal rate of federal, state state, or local income taxation, respectively, for the calendar year in which the Gross-up Payment is to be made. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax,:

Excise Tax Gross-Up. In the event that the Officer If Executive becomes entitled to one or more payments (with a “payment” including, without limitation, the vesting of an option or other non-cash benefit or property), whether pursuant to the terms of this Agreement or any other plan, arrangement arrangement, or agreement with the Bank or the Holding Company or any affiliated company or from or pursuant to the terms of the Flushing Financial Corporation Employee Benefit Trust) (the “Total Payments”), which are or become subject to the tax imposed by Section 4999 4999. of the Internal Revenue Code of 1986, as amended (the “Code”) (or any similar tax that may hereafter be imposed) (the “Excise Tax”), the Holding Company shall pay to the Officer Executive at the time specified below an additional amount (the “Gross-up Up Payment”) (which shall include, without limitation, reimbursement for any penalties and interest that may accrue in respect of such Excise Tax) such that the net amount retained by the OfficerExecutive, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and any federal, state and local income or employment tax and Excise Tax on the Gross-up Up Payment provided for by this section Section 11, but before reduction for any federal, state state, or local income or employment tax on the Total Payments, shall be equal to the sum of (a) the Total Payments, and (b) an amount equal to the product of any deductions disallowed for federal, state state, or local income tax purposes because of the inclusion of the Gross-up Up Payment in the OfficerExecutive’s adjusted gross income multiplied by the highest applicable marginal rate of federal, state state, or local income taxation, respectively, for the calendar year in which the Gross-up Up Payment is to be made. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax,:

Excise Tax Gross-Up. In the event that the Officer If Executive becomes entitled to one or more payments (with a “"payment” " including, without limitation, the vesting of an option or other non-cash benefit or property), whether pursuant to the terms of this Termination Agreement or any other plan, arrangement arrangement, or agreement with the Bank or the Holding Company or any affiliated company or from or pursuant to the terms of the Flushing Financial Corporation Employee Benefit Trust) (the “"Total Payments”"), which are or could become subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (or any similar tax that may hereafter be imposed) (the “"Excise Tax”"), the Holding Company shall pay to the Officer Executive at the time specified below an additional amount (the “"Gross-up Payment”") (which shall include, without limitation, reimbursement for any penalties and interest that may accrue in respect of such Excise Tax) such that the net amount retained by the OfficerExecutive, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and any federal, state and local income or employment tax and Excise Tax on the Gross-up Up Payment provided for by this section 11Section 10, but before reduction for any federal, state state, or local income or employment tax on the Total Payments, shall be equal to the sum of (a) the Total Payments, and (b) an amount equal to the product of any deductions disallowed for federal, state state, or local income tax purposes because of the inclusion of the Gross-up Payment in the Officer’s Executive's adjusted gross income multiplied by the highest applicable marginal rate of federal, state state, or local income taxation, respectively, for the calendar year in which the Gross-up Payment is to be made. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax,:

Excise Tax Gross-Up. In the event that the Officer becomes entitled to one or more payments (with a “"payment” " including, without limitation, the vesting of an option or other non-cash benefit or property, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Bank or the Holding Company or any affiliated company or from or pursuant to the terms of the Flushing Financial Corporation Employee Benefit Trustcompany) (the “"Total Payments”"), which are or become subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (or any similar tax that may hereafter be imposed) (the “"Excise Tax”"), the Holding Company shall pay to the Officer at the time specified below an additional amount (the “"Gross-up Payment”") (which shall include, without limitation, reimbursement for any penalties and interest that may accrue in respect of such Excise Tax) such that the net amount retained by the Officer, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and any federal, state and local income or employment tax and Excise Tax on the Gross-up Payment provided for by this section 11, but before reduction for any federal, state or local income or employment tax on the Total Payments, shall be equal to the sum of (a) the Total Payments, and (b) an amount equal to the product of any deductions disallowed for federal, state or local income tax purposes because of the inclusion of the Gross-up Payment in the Officer’s 's adjusted gross income multiplied by the highest applicable marginal rate of federal, state or local income taxation, respectively, for the calendar year in which the Gross-up Payment is to be made. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax,

Excise Tax Gross-Up. In (a) If the event that the Officer Employee becomes entitled to one or more payments (with a “"payment” " including, without limitation, the vesting of an option or other non-cash benefit or property), whether pursuant to the terms of this Agreement or any other plan, arrangement arrangement, or agreement with the Bank or the Holding Company or any affiliated company or from or pursuant to the terms of the Flushing Financial Corporation Employee Benefit Trust) (the “"Total Payments”"), which are or become subject to the tax imposed by Section section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any similar tax that may hereafter be imposed) imposed (the “"Excise Tax”"), the Holding Company shall pay to the Officer Employee at the time specified below an additional amount (the “"Gross-up Payment”") (which shall include, without limitation, reimbursement for any penalties and interest that may accrue in respect of such Excise Tax) such that the net amount retained by the OfficerEmployee, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and any federal, state and local income or employment tax and Excise Tax on the Gross-up Payment provided for by this section 11Section 2.3, but before reduction for any federal, state state, or local income or employment tax on the Total Payments, shall be equal to the sum of (a) the Total Payments, and (b) an amount equal to the product of any deductions disallowed for federal, state state, or local income tax purposes because of the inclusion of the Gross-up Payment in the Officer’s Employee's adjusted gross income multiplied by the highest applicable marginal rate of federal, state state, or local income taxation, respectively, for the calendar year in which the Gross-up Payment is to be made. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax,

Excise Tax Gross-Up. In the event that the Officer If Executive becomes entitled to one or more payments (with a “payment” including, without limitation, the vesting of an option or other non-cash benefit or property), whether pursuant to the terms of this Agreement or any other plan, arrangement arrangement, or agreement with the Bank or the Holding Company or any affiliated company or from or pursuant to the terms of the Flushing Financial Corporation Employee Benefit Trust) (the “Total Payments”), which are or become subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code’) (or any similar tax that may hereafter be imposed) (the “Excise Tax”), the Holding Company shall pay to the Officer Executive at the time specified below an additional amount (the “Gross-up Payment”) (which shall include, without limitation, reimbursement for any penalties and interest that may accrue in respect of such Excise Tax) such that the net amount retained by the OfficerExecutive, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and any federal, state and local income or employment tax and Excise Tax on the Gross-up Payment provided for by this section 11Section 18, but before reduction for any federal, state state, or local income or employment tax on the Total Payments, shall be equal to the sum of (a) the Total Payments, and (b) an amount equal to the product of any deductions disallowed for federal, state state, or local income tax purposes because of the inclusion of the Gross-up Payment in the OfficerExecutive’s adjusted gross income multiplied by the highest applicable marginal rate of federal, state state, or local income taxation, respectively, for the calendar year in which the Gross-up Payment is to be made. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax,:

Excise Tax Gross-Up. In the event that the Officer If Executive becomes entitled to one or more payments (with a “"payment” " including, without limitation, the vesting of an option or other non-cash benefit or property), whether pursuant to the terms of this Agreement or any other plan, arrangement arrangement, or agreement with the Bank or the Holding Company or any affiliated company or from or pursuant to the terms of the Flushing Financial Corporation Employee Benefit Trust) (the “"Total Payments”"), which are or become subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (or any similar tax that may hereafter be imposed) (the “"Excise Tax”"), the Holding Company shall pay to the Officer Executive at the time specified below an additional amount (the “"Gross-up Up Payment”") (which shall include, without limitation, reimbursement for any penalties and interest that may accrue in respect of such Excise Tax) such that the net amount retained by the OfficerExecutive, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and any federal, state and local income or employment tax and Excise Tax on the Gross-up Up Payment provided for by this section Section 11, but before reduction for any federal, state state, or local income or employment tax on the Total Payments, shall be equal to the sum of (a) the Total Payments, and (b) an amount equal to the product of any deductions disallowed for federal, state state, or local income tax purposes because of the inclusion of the Gross-up Up Payment in the Officer’s Executive's adjusted gross income multiplied by the highest applicable marginal rate of federal, state state, or local income taxation, respectively, for the calendar year in which the Gross-up Up Payment is to be made; provided, however, that notwithstanding the foregoing, Executive shall not receive any payments with respect to Excise Taxes relating to equity compensation awards received by Executive on or after the Effective Date. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax,:

Excise Tax Gross-Up. In the event that the Officer (a) Subject to Section 11(b) below, if Executive becomes entitled to one or more payments (with a “"payment” " including, without limitation, the vesting of an option or other non-cash benefit or property), whether pursuant to the terms of this Agreement or any other plan, arrangement arrangement, or agreement with the Bank or the Holding Company or any affiliated company or from or pursuant to the terms of the Flushing Financial Corporation Employee Benefit Trust) (the “"Total Payments”"), which are or become subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (or any similar tax that may hereafter be imposed) (the “"Excise Tax”"), the Holding Company shall pay to the Officer Executive at the time specified below an additional amount (the “"Gross-up Payment”") (which shall include, without limitation, reimbursement for any penalties and interest that may accrue in respect of such Excise Tax) such that the net amount retained by the OfficerExecutive, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and any federal, state and local income or employment tax and Excise Tax on the Gross-up Payment provided for by this section 11Section 18, but before reduction for any federal, state state, or local income or employment tax on the Total Payments, shall be equal to the sum of (aA) the Total Payments, and (bB) an amount equal to the product of any deductions disallowed for federal, state state, or local income tax purposes because of the inclusion of the Gross-up Payment in the Officer’s Executive's adjusted gross income multiplied by the highest applicable marginal rate of federal, state state, or local income taxation, respectively, for the calendar year in which the Gross-up Payment is to be made. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax,:

Excise Tax Gross-Up. In the event that the Officer Employee becomes entitled to one or more payments (with a “"payment” " including, without limitation, the vesting of an option or other non-cash benefit or property, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Bank or the Holding Company Employer or any affiliated company or from or pursuant to the terms of the Flushing Financial Corporation Employee Benefit Trustcompany) (the “"Total Payments”"), which are or become subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), (or any similar tax that may hereafter be imposed) (the “"Excise Tax”"), the Holding Company Employer shall pay to the Officer Employee at the time specified below an additional amount (the “"Gross-up Payment”") (which shall include, without limitation, reimbursement for any penalties and interest that may accrue in respect of such Excise Tax) such that the net amount retained by the OfficerEmployee, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and any federal, state and local income or employment tax and Excise Tax on the Gross-up Payment provided for by this section 11Section 13, but before reduction for any federal, state or local income or employment tax on the Total Payments, shall be equal to the sum of (a) the Total Payments, and (b) an amount equal to the product of any deductions disallowed for federal, state or local income tax purposes because of the inclusion of the Gross-up Payment in the Officer’s Employee's adjusted gross income multiplied by the highest applicable marginal rate of federal, state or local income taxation, respectively, for the calendar year in which the Gross-up Payment is to be made. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax,

Excise Tax Gross-Up. In the event that the Officer (a) Subject to Section 11(b) below, if Executive becomes entitled to one or more payments (with a “"payment” " including, without limitation, the vesting of an option or other non-cash benefit or property), whether pursuant to the terms of this Agreement or any other plan, arrangement arrangement, or agreement with the Bank or the Holding Company or any affiliated company or from or pursuant to the terms of the Flushing Financial Corporation Employee Benefit Trust) (the “"Total Payments”"), which are or become subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (or any similar tax that may hereafter be imposed) (the “"Excise Tax”"), the Holding Company shall pay to the Officer Executive at the time specified below an additional amount (the “"Gross-up Payment”") (which shall include, without limitation, reimbursement for any penalties and interest that may accrue in respect of such Excise Tax) such that the net amount retained by the OfficerExecutive, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and any federal, state and local income or employment tax and Excise Tax on the Gross-up Payment provided for by this section Section 11, but before reduction for any federal, state state, or local income or employment tax on the Total Payments, shall be equal to the sum of (aA) the Total Payments, and (bB) an amount equal to the product of any deductions disallowed for federal, state state, or local income tax purposes because of the inclusion of the Gross-up Payment in the Officer’s Executive's adjusted gross income multiplied by the highest applicable marginal rate of federal, state state, or local income taxation, respectively, for the calendar year in which the Gross-up Payment is to be made. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax,:

Excise Tax Gross-Up. In the event that the Officer becomes entitled any payment or benefit received or to one or more payments (with a “payment” including, without limitation, the vesting of an option or other non-cash benefit or property, whether be received pursuant to the terms of this Agreement or (but determined without regard to any other plan, arrangement or agreement with the Bank or the Holding Company or any affiliated company or from or pursuant to the terms of the Flushing Financial Corporation Employee Benefit Trustadditional payment required under this Section 4) (the “Total "Severance Payments”"), which are would: (i) constitute a "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or become any similar or successor provision to 280G; and (ii) be subject to the excise tax imposed by Section 4999 of the Code (or any similar tax that may hereafter be imposed) or successor provision to Section 4999 (the “"Excise Tax”"), or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the Holding Company "Excise Tax"), then the Employee shall pay be entitled to receive from the Officer at the time specified below Corporation an additional amount payment (the “"Gross-up Up Payment”") in an amount such that after payment by the Employee of all taxes (which shall include, without limitation, reimbursement for including any penalties and interest that may accrue in respect of such Excise Tax) such that the net amount retained by the Officer, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and any federal, state and local income or employment tax and Excise Tax on imposed upon the Gross-up Payment provided for by this section 11Up Payment, but before reduction for any federal, state or local income or employment tax on the Total Payments, shall be equal to the sum of (a) the Total Payments, and (b) Employee retains an amount equal to the product of any deductions disallowed for federal, state or local income tax purposes because of the inclusion of the Gross-up Up Payment in equal to the Officer’s adjusted gross Excise Tax imposed upon the Severance Payments. For purposes of determining the amount of the Gross-Up Payment, the Employee shall be deemed to: (i) pay federal income multiplied by taxes at the highest applicable marginal rate rates of federal, state or local federal income taxation, respectively, taxation for the calendar year in which the Gross-up Up Payment is to be made. For purposes ; and (ii) pay applicable state and local income taxes at the highest marginal rate of determining whether any taxation for the calendar year in which the Gross-Up Payment is to be made, net of the Total Payments maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Any Gross-Up Payment will be subject paid to the Excise Tax and Employee, or for his benefit, within thirty (30) days following receipt by the amount Corporation of such Excise Tax,the report of the Accounting Firm (described in Section 5(b) below) setting forth its determination.

Excise Tax Gross-Up. In the event that the Officer becomes entitled any payment or benefit received or to one or more payments (with a “payment” including, without limitation, the vesting of an option or other non-cash benefit or property, whether be received pursuant to the terms of this Agreement or (but determined without regard to any other plan, arrangement or agreement with the Bank or the Holding Company or any affiliated company or from or pursuant to the terms of the Flushing Financial Corporation Employee Benefit Trustadditional payment required under this Section 5) (the “Total "Severance Payments”"), which are would: (i) constitute a "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or become any similar or successor provision to 280G; and (ii) be subject to the excise tax imposed by Section 4999 of the Code (or any similar tax that may hereafter be imposed) or successor provision to Section 4999 (the “"Excise Tax”"), or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the Holding Company "Excise Tax"), then the Employee shall pay be entitled to receive from the Officer at the time specified below Corporation an additional amount payment (the “"Gross-up Up Payment”") in an amount such that after payment by the Employee of all taxes (which shall include, without limitation, reimbursement for including any penalties and interest that may accrue in respect of such Excise Tax) such that the net amount retained by the Officer, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and any federal, state and local income or employment tax and Excise Tax on imposed upon the Gross-up Payment provided for by this section 11Up Payment, but before reduction for any federal, state or local income or employment tax on the Total Payments, shall be equal to the sum of (a) the Total Payments, and (b) Employee retains an amount equal to the product of any deductions disallowed for federal, state or local income tax purposes because of the inclusion of the Gross-up Up Payment in equal to the Officer’s adjusted gross Excise Tax imposed upon the Severance Payments. For purposes of determining the amount of the Gross-Up Payment, the Employee shall be deemed to: (i) pay federal income multiplied by taxes at the highest applicable marginal rate rates of federal, state or local federal income taxation, respectively, taxation for the calendar year in which the Gross-up Up Payment is to be made. For purposes ; and (ii) pay applicable state and local income taxes at the highest marginal rate of determining whether any taxation for the calendar year in which the Gross-Up Payment is to be made, net of the Total Payments maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Any Gross-Up Payment will be subject paid to the Excise Tax and Employee, or for his benefit, within thirty (30) days following receipt by the amount Corporation of such Excise Tax,the report of the Accounting Firm (described in Section 5(b) below) setting forth its determination.

Excise Tax Gross-Up. In the event that the Officer If Executive becomes entitled to one or more payments (with a “"payment” " including, without limitation, the vesting of an option or other non-cash benefit or property), whether pursuant to the terms of this Termination Agreement or any other plan, arrangement arrangement, or agreement with the Bank or the Holding Company or any affiliated company or from or pursuant to the terms of the Flushing Financial Corporation Employee Benefit Trust) (the “"Total Payments”"), which are or become subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (or any similar tax that may hereafter be imposed) (the “"Excise Tax”"), the Holding Company shall pay to the Officer Executive at the time specified below an additional amount (the “"Gross-up Payment”") (which shall 15 16 include, without limitation, reimbursement for any penalties and interest that may accrue in respect of such Excise Tax) such that the net amount retained by the OfficerExecutive, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and any federal, state and local income or employment tax and Excise Tax on the Gross-up Payment provided for by this section 11Section 10, but before reduction for any federal, state state, or local income or employment tax on the Total Payments, shall be equal to the sum of (a) the Total Payments, and (b) an amount equal to the product of any deductions disallowed for federal, state state, or local income tax purposes because of the inclusion of the Gross-up Payment in the Officer’s Executive's adjusted gross income multiplied by the highest applicable marginal rate of federal, state state, or local income taxation, respectively, for the calendar year in which the Gross-up Payment is to be made. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax,:

Excise Tax Gross-Up. In If the event that the Officer Executive becomes entitled to one or more payments (with a “"payment” " including, without limitationLimitation, the vesting of an option or other non-cash benefit or property), whether pursuant to the terms of this Agreement or any other plan, arrangement arrangement, or agreement with the Bank or the Holding Company or any affiliated company or from or pursuant to the terms of the Flushing Financial Corporation Employee Benefit Trust) (the “"Total Payments”"), which are or become subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (or any similar tax that may hereafter be imposed) (the “"Excise Tax”"), the Holding Company shall pay to the Officer Executive at the time specified below an additional amount (the “"Gross-up Payment”") (which shall include, without limitation, reimbursement for any penalties and interest that may accrue in respect of such Excise Tax) such that the net amount retained by the OfficerExecutive, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and any federal, state and local income or employment tax and Excise Tax on the Gross-up Payment provided for by this section 11Section 17, but before reduction for any federal, state state, or local income or employment tax on the Total Payments, shall be equal to the sum of (a) the Total Payments, and (b) an amount equal to the product of any deductions disallowed for federal, state state, or local income tax purposes because of the inclusion of the Gross-up Payment in the Officer’s Executive's adjusted gross income multiplied by the highest applicable marginal rate of federal, state state, or local income taxation, respectively, for the calendar year in which the Gross-up Payment is to be made. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax,:

Excise Tax Gross-Up. In the event that the Officer If Executive becomes entitled to one or more payments (with a “payment” including, without limitation, the vesting of an option or other non-cash benefit or property), whether pursuant to the terms of this Agreement or any other plan, arrangement arrangement, or agreement with the Bank or the Holding Company or any affiliated company or from or pursuant to the terms of the Flushing Financial Corporation Employee Benefit Trust) (the “Total Payments”), which are or become subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any similar tax that may hereafter be imposed) (the “Excise Tax”), the Holding Company shall pay to the Officer Executive at the time specified below an additional amount (the “Gross-up Payment”) (which shall include, without limitation, reimbursement for any penalties and interest that may accrue in respect of such Excise Tax) such that the net amount retained by the OfficerExecutive, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and any federal, state and local income or employment tax and Excise Tax on the Gross-up Payment provided for by this section 11Section 18, but before reduction for any federal, state state, or local income or employment tax on the Total Payments, shall be equal to the sum of (a) the Total Payments, and (b) an amount equal to the product of any deductions disallowed for federal, state state, or local income tax purposes because of the inclusion of the Gross-up Payment in the OfficerExecutive’s adjusted gross income multiplied by the highest applicable marginal rate of federal, state state, or local income taxation, respectively, for the calendar year in which the Gross-up Payment is to be made. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax,:

Excise Tax Gross-Up. In the event that the Officer there shall occur a Change in Control of FOL, if Executive becomes entitled to one or more payments (with a “"payment” " including, without limitation, the vesting of an option or other non-cash benefit or property), whether pursuant to the terms of this Agreement or any other plan, arrangement arrangement, or agreement with the Bank or the Holding Company Company, FOL, or any affiliated company or from or pursuant to the terms of the Flushing Financial Corporation Employee Benefit Trust) (the “"Total Payments”"), which are or become subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (or any similar tax that may hereafter be imposed) (the “"Excise Tax”"), the Holding Company FOL shall pay to the Officer Executive at the time specified below an additional amount (the “"Gross-up Payment”") (which shall include, without limitation, reimbursement for any penalties and interest that may accrue in respect of such Excise Tax) such that the net amount retained by the OfficerExecutive, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and any federal, state and local income or employment tax and Excise Tax on the Gross-up Payment provided for by this section 11Section 9, but before reduction for any federal, state state, or local income or employment tax on the Total Payments, shall be equal to the sum of (a) the Total Payments, and (b) an amount equal to the product of any deductions disallowed for federal, state state, or local income tax purposes because of the inclusion of the Gross-up Payment in the Officer’s Executive's adjusted gross income multiplied by the highest applicable marginal rate of federal, state state, or local income taxation, respectively, for the calendar year in which the Gross-up Payment is to be made. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax,:

Excise Tax Gross-Up. In If while a member of the event that Business Planning Committee of the Officer Company Executive becomes entitled to one or more payments (with a “payment” including, without limitation, the vesting of an option or other non-cash benefit or property), whether pursuant to the terms of this Agreement or any other plan, arrangement arrangement, or agreement with the Bank or the Holding Company or any affiliated company or from or pursuant to the terms of the Flushing Financial Corporation Employee Benefit Trust) (the “Total Payments”), which are or become subject to the tax imposed by Code Section 4999 of the Code (or any similar tax that may hereafter be imposed) (the “Excise Tax”), the Holding Company shall pay to the Officer Executive at the time specified below an additional amount (the “Gross-up Payment”) (which shall include, without limitation, reimbursement for any penalties and interest that may accrue in respect of to such Excise Tax) such that the net amount retained by the OfficerExecutive, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and any federal, state and local income or employment tax and Excise Tax on the Gross-up Payment provided for by this section 11Section 3.b., but before reduction for any federal, state state, or local income or employment tax on the Total Payments, shall be equal to the sum of (a) the Total Payments, and (b) an amount equal to the product of any deductions disallowed for federal, state or local income tax purposes because of the inclusion of the Gross-up Payment in the OfficerExecutive’s adjusted gross income multiplied by the highest applicable marginal rate of federal, state state, or local income taxation, respectively, for the calendar year in which the Gross-up Payment is to be made. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax,:

Excise Tax Gross-Up. In the event that the Officer If Executive becomes entitled to one or more payments (with a “"payment” " including, without limitation, the vesting of an option or other non-cash benefit or property), whether pursuant to the terms of this Termination Agreement or any other plan, arrangement arrangement, or agreement with the Bank or the Holding Company Company, Walbro, or any affiliated company or from or pursuant to the terms of the Flushing Financial Corporation Employee Benefit Trust) (the “"Total Payments”"), which are or become subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (or any similar tax that may hereafter be imposed) (the “"Excise Tax”"), the Holding Company shall pay to the Officer Executive at the time specified below an additional amount (the “"Gross-up Payment”") (which shall include, without limitation, reimbursement for any penalties and interest that may accrue in respect of such Excise Tax) such that the net amount retained by the OfficerExecutive, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and any federal, state and local income or employment tax and Excise Tax on the Gross-up Payment provided for by this section 11Section 10, but before reduction for any federal, state state, or local income or employment tax on the Total Payments, shall be equal to the sum of (a) the Total Payments, and (b) an amount equal to the product of any deductions disallowed for federal, state state, or local income tax purposes because of the inclusion of the Gross-up Payment in the Officer’s Executive's adjusted gross income multiplied by the highest applicable marginal rate of federal, state state, or local income taxation, respectively, for the calendar year in which the Gross-up Payment is to be made. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax,:

Excise Tax Gross-Up. In If the event that the Officer Employee becomes entitled to one or more payments (with a “"payment” " including, without limitation, the vesting of an option or other non-cash benefit or property), whether pursuant to the terms of this Agreement or any other plan, arrangement arrangement, or agreement with the Bank or the Holding Company or any affiliated company or from or pursuant to the terms of the Flushing Financial Corporation Employee Benefit Trust) (the “"Total Payments”"), which are or become subject to the tax imposed by Section section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any similar tax that may hereafter be imposed) imposed (the “"Excise Tax”"), the Holding Company shall pay to the Officer Employee at the time specified below an additional amount (the “"Gross-up Payment”") (which shall include, without limitation, reimbursement for any penalties and interest that may accrue in respect of such Excise Tax) such that the net amount retained by the OfficerEmployee, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and any federal, state and local income or employment tax and Excise Tax on the Gross-up Payment provided for by this section 11Section 2.3, but before reduction for any federal, state state, or local income or employment tax on the Total Payments, shall be equal to the sum of (a) the Total Payments, and (b) an amount equal to the product of any deductions disallowed for federal, state state, or local income tax purposes because of the inclusion of the Gross-up Payment in the Officer’s Employee's adjusted gross income multiplied by the highest applicable marginal rate of federal, state state, or local income taxation, respectively, for the calendar year in which the Gross-up Payment is to be made. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax,: