Flushing Financial Corp Sample Contracts

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Exhibit 4.7 GUARANTEE AGREEMENT FLUSHING FINANCIAL CORPORATION Dated as of July 11, 2002
Guarantee Agreement • November 15th, 2002 • Flushing Financial Corp • Savings institution, federally chartered • New York
AGREEMENT
Consulting Agreement • May 14th, 1998 • Flushing Financial Corp • Savings institution, federally chartered
ADDENDUM TO EMPLOYMENT AGREEMENT BY AND BETWEEN ATLANTIC LIBERTY FINANCIAL CORP. AND BARRY M. DONOHUE
Employment Agreement • December 23rd, 2005 • Flushing Financial Corp • Savings institution, federally chartered
WITNESSETH:
Consulting Agreement • April 1st, 2002 • Flushing Financial Corp • Savings institution, federally chartered
FLUSHING FINANCIAL CORPORATION and COMPUTERSHARE TRUST COMPANY N.A. Rights Agent Rights Agreement Dated as of September 8, 2006
Rights Agreement • September 11th, 2006 • Flushing Financial Corp • Savings institution, federally chartered • Delaware

RIGHTS AGREEMENT, dated as of September 8, 2006 (the “Agreement”), between Flushing Financial Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company N.A., a national banking association (the “Rights Agent”).

FLUSHING FINANCIAL CORPORATION (a Delaware corporation) 8,317,400 Shares of Common Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEMENT
Underwriting Agreement • September 21st, 2009 • Flushing Financial Corp • Savings institution, federally chartered • New York
UNITED STATES DEPARTMENT OF THE TREASURY WASHINGTON, D.C. 20220
Securities Purchase Agreement • December 23rd, 2008 • Flushing Financial Corp • Savings institution, federally chartered • New York

The company set forth on the signature page hereto (the “Company”) intends to issue in a private placement the number of shares of a series of its preferred stock set forth on Schedule A hereto (the “Preferred Shares”) and a warrant to purchase the number of shares of its common stock set forth on Schedule A hereto (the “Warrant” and, together with the Preferred Shares, the “Purchased Securities”) and the United States Department of the Treasury (the “Investor”) intends to purchase from the Company the Purchased Securities.

BY AND BETWEEN
Merger Agreement • August 14th, 1997 • Flushing Financial Corp • Savings institution, federally chartered • New York
Flushing Financial Corporation $65,000,000 6.000% Fixed-to-Floating Rate Subordinated Notes due 2032 UNDERWRITING AGREEMENT
Underwriting Agreement • August 22nd, 2022 • Flushing Financial Corp • State commercial banks • New York

Such counsel’s opinions may be based on and subject to such assumptions, qualifications, limitations and exceptions as are customary in such opinion letters with respect to opinions of the type described above. In addition, such counsel may state that whenever its opinion is based on factual matters that are “to its knowledge after due inquiry” or “of which it has knowledge after due inquiry,” such counsel has, with the concurrence of the Representatives, relied to the extent such counsel deemed appropriate on certificates of officers (after the discussion of the contents thereof with such officers) of the Company or certificates of others as to the existence or nonexistence of the factual matters upon which such opinion is predicated. Such counsel shall state that it has no reason to believe, however, that any such certificate is untrue or inaccurate in any material respect.

FLUSHING FINANCIAL CORPORATION AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 7th, 2014 • Flushing Financial Corp • State commercial banks • New York

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) entered into as of December 5, 2008,July 19, 2013, by and between Flushing Financial Corporation, a Delaware corporation having its executive offices at 1979 Marcus Avenue, Suite E140, Lake Success, New York 11042 (the “Holding Company”), and Maria A. Grasso, residing at (address) (“Officer”).

FLUSHING SAVINGS BANK, FSB AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 7th, 2014 • Flushing Financial Corp • State commercial banks • New York

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) entered into as of December 5, 2008,July 19, 2013, by and between Flushing Savings Bank, FSB, a savingsa commercial bank organized and existing under FederalNew York State law and having its executive offices at 1979 Marcus Avenue, Suite E140, Lake Success, New York 11042 (the “Bank”), and Maria A. Grasso, residing at (address) (“Officer”).

FLUSHING FINANCIAL CORPORATION, AS ISSUER AND WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE SUBORDINATED INDENTURE DATED AS OF , 2021 SUBORDINATED DEBT SECURITIES
Subordinated Indenture • November 12th, 2021 • Flushing Financial Corp • State commercial banks • New York

THIS INDENTURE, dated as of [●], 2021 between Flushing Financial Corporation, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), and Wilmington Trust, National Association, as trustee (the “Trustee,” which term shall include any successor trustee appointed pursuant to Article 7 of this Indenture).

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FLUSHING FINANCIAL CORPORATION AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2009 • Flushing Financial Corp • Savings institution, federally chartered • New York

WHEREAS, the Holding Company and the Officer are parties to an Employment Agreement dated as of May 1, 2006 (the “Original Employment Agreement”); and

WITNESSETH:
Tully Agreement • August 4th, 1999 • Flushing Financial Corp • Savings institution, federally chartered

This Amendment to the Agreement dated as of December 1, 1995 (the "Agreement") is entered into as of July 1, 1999 between Flushing Savings Bank, FSB (the "Bank"), Flushing Financial Corporation (the "Company") and Gerard P. Tully, Sr. ("Mr. Tully").

Exhibit 10.8(a) Indemnity Agreement among Flushing Savings Bank, FSB, Flushing Financial Corporation, and each Director. INDEMNITY AGREEMENT AGREEMENT, dated as of August 20, 1996, by and among Flushing Savings Bank, FSB (the "Bank"), Flushing...
Indemnification Agreement • November 14th, 1996 • Flushing Financial Corp • Savings institution, federally chartered • Delaware

AGREEMENT, dated as of August 20, 1996, by and among Flushing Savings Bank, FSB (the "Bank"), Flushing Financial Corporation ("FFC") and the undersigned Director of the Bank and FFC (the "Director").

AGREEMENT OF LEASE BETWEEN REXCORP PLAZA SPE LLC AND FLUSHING BANK
Lease Agreement • August 11th, 2014 • Flushing Financial Corp • State commercial banks • New York

PAGE SPACE 1 TERM 2 USE 5 CONDITION OF THE DEMISED PREMISES 6 SERVICES 14 LANDLORD’S REPAIRS 14 WATER SUPPLY 14 PARKING FIELD 15 DIRECTORY 15 TAXES AND OTHER CHARGES 16 TENANT’S REPAIRS 18 FIXTURES & INSTALLATIONS 19 ALTERATIONS 19 REQUIREMENTS OF LAW 21 END OF TERM 23 QUIET ENJOYMENT 25 SIGNS 26 RULES AND REGULATIONS 27 RIGHT TO SUBLET OR ASSIGN 27 LANDLORD’S ACCESS TO PREMISES 33 SUBORDINATION 34 PROPERTY LOSS, DAMAGE REIMBURSEMENT 38 TENANT’S INDEMNITY 38 DESTRUCTION - FIRE OR OTHER CASUALTY 39 INSURANCE 41 EMINENT DOMAIN 44 NONLIABILITY OF LANDLORD 45 DEFAULT 45 TERMINATION ON DEFAULT 47 DAMAGES 48 SUMS DUE LANDLORD 50 NO WAIVER 51 WAIVER OF TRIAL BY JURY 52 NOTICES 52 INABILITY TO PERFORM 53 INTERRUPTION OF SERVICE 53 CONDITIONS OF LANDLORD’S LIABILITY 55 ENTIRE AGREEMENT 55 DEFINITIONS 56

FLUSHING FINANCIAL CORPORATION INDENTURE Dated as of ____________ as Trustee SUBORDINATED NOTES
Indenture • November 26th, 2008 • Flushing Financial Corp • Savings institution, federally chartered

THIS INDENTURE, dated as of __________, between Flushing Financial Corporation, a Delaware corporation (hereinafter called the “Corporation”), and ___________, a ___________, as trustee (the “Trustee”).

EXHIBIT A-1 FORM OF VOTING AGREEMENT
Voting Agreement • October 28th, 2019 • Flushing Financial Corp • State commercial banks • New York

This Voting Agreement, effective as of October , 2019 (as amended, supplemented, or otherwise modified from time to time, this “Agreement”), is entered into by and between Flushing Financial Corporation, a Delaware corporation (“Parent”), Empire Bancorp, Inc., a New York corporation (the “Company”), and the undersigned holder of shares of Company Voting Common Stock (the “Shareholder”). Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Merger Agreement described below.

Text of PRSU Grant Letter Agreement
Performance Restricted Stock Unit Grant Agreement • March 14th, 2023 • Flushing Financial Corp • State commercial banks

This award letter agreement sets forth the terms and conditions of the performance restricted stock units (“PRSUs”) which have been granted to you by Flushing Financial Corporation (the “Company”), in accordance with the provisions of its 2014 Omnibus Incentive Plan, as amended (the “Plan”). Your award is subject to, and being provided to you in consideration for accepting, the terms and conditions set forth in the Plan, any rules and regulations adopted by the Committee (as defined in the Plan), and this award letter agreement.

FLUSHING SAVINGS BANK, FSB AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 7th, 2014 • Flushing Financial Corp • State commercial banks • New York

WHEREAS, the Bank and the Officer are parties to an Employment Agreement dated as of January 22, 2001, as amended and restated effective as of July 1, 2005 and further amended and restated on December 5, 2008 (the “Original Employment Agreement”); and

FLUSHING SAVINGS BANK, FSB AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2009 • Flushing Financial Corp • Savings institution, federally chartered • New York

WHEREAS, the Bank and the Officer are parties to an Employment Agreement dated as of January 22, 2001, as amended and restated effective as of July 1, 2005 (the “Original Employment Agreement”); and

Text of RSU Grant Letter Agreement, dated January 26, 2016
Rsu Grant Agreement • March 15th, 2016 • Flushing Financial Corp • State commercial banks

This award letter agreement sets forth the terms and conditions of the restricted stock units (“RSUs”) which have been granted to you by Flushing Financial Corporation (the “Company”), in accordance with the provisions of its 2014 Omnibus Incentive Plan (the “Plan”). Your award is subject to, and being provided to you in consideration for accepting, the terms and conditions set forth in the Plan, any rules and regulations adopted by the Committee (as defined in the Plan), and this award letter agreement.

Flushing Financial Corporation
Stock Option Assumption Agreement • August 16th, 2006 • Flushing Financial Corp • Savings institution, federally chartered

As you know, on June 30, 2006 (the “Closing Date”), Atlantic Liberty Financial Corp. (“ALFC”) merged with and into Flushing Financial Corporation (“FFC”), a Delaware corporation (the “Merger”) pursuant to the Agreement and Plan of Merger by and between FFC and ALFC dated December 20, 2005 (the “Merger Agreement”). In the Merger, each holder of shares of ALFC common stock could elect to receive (i) $24.00 in cash (the “Cash Consideration”), (ii) 1.43 shares (the “Exchange Ratio”) of FFC common stock (the “Stock Consideration”), or (iii) a combination of Cash Consideration and the Stock Consideration for each share of ALFC common stock. On the Closing Date you held one or more outstanding options to purchase shares of ALFC common stock granted to you under the ALFC 2003 Incentive Stock Benefit Plan (the “Plan”) and documented with a Stock Option Agreement(s) and any amendment(s) or waiver(s) thereto (collectively, the “Option Agreement”) issued to you under the Plan (the “ALFC Options”).

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