Flushing Financial Corporation
Exhibit
4.3
Flushing
Financial Corporation
0000
Xxxxxx Xxxxxx, Xxxxx X000
Xxxx
Xxxxxxx, Xxx Xxxx 00000
July
1,
2006
Dear
Optionee:
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”). In accordance with Section
3.4.2 of the Merger Agreement, on the Closing Date, FFC assumed all obligations
of ALFC and succeeded to the rights of ALFC under the Plan. ALFC Options which
holders thereof elected to convert into options to acquire shares of FFC common
stock (the “FFC Options”) pursuant to Section 3.4.1(ii) of the Merger Agreement
will be converted into FFC Options upon execution and delivery of this Stock
Option Assumption Agreement (the “Agreement”). This Agreement evidences the
assumption of the ALFC Options, including the necessary adjustments to the
ALFC
Options required by the Merger.
A
schedule of your ALFC Options immediately before and after the Merger is
attached to this Agreement. The post-merger adjustments are based on the
Exchange Ratio and are intended to: (i) to preserve, on a per share basis,
the
ratio of exercise price to fair market value that existed immediately prior
to
the Merger; and (ii) to the extent applicable by law, to retain incentive stock
option (“ISO”) status under the Federal tax laws.
Following
the Merger, unless the context otherwise requires, any references in the Plan
and the Option Agreement (i) to the “Company” means FFC, (ii) to “Stock,” or
“Common Stock” means shares of FFC common stock, (iii) to the “Board of
Directors” or the “Board” means the Board of Directors of FFC and (iv) to the
“Committee” means the Compensation Committee of the FFC Board of Directors. All
references in the Option Agreement and the Plan relating to your status as
an
employee of ALFC will now refer to your status as an employee of FFC or any
present or future FFC subsidiary. To the extent the Option Agreement allowed
you
to deliver shares of ALFC common stock as payment for the exercise price, shares
of FFC common stock may be delivered in payment of the adjusted exercise price,
and the period for which such shares were held as ALFC common stock prior to
the
Merger will be taken into account.
The
grant
date and the expiration date of your converted FFC Options remain the same
as
set forth in your Option Agreement, but all of your converted FFC Options are
fully vested as a result of the Merger. All other provisions which govern either
the exercise or the termination of your converted FFC Options remain the same
as
set forth in your Option Agreement, and the provisions of the Option Agreement
(except as expressly modified by this Agreement and the Merger) will govern
and
control your rights under this Agreement to purchase shares of FFC common stock.
Upon your termination of employment with FFC you will have the limited time
period specified in your Option Agreement to exercise your converted FFC
Options. Incentive
Stock Options exercised more than three months after the date you cease to
be an
employee of FFC (one year in the case of death or disability) will be treated
as
Non-Statutory Stock Options for tax purposes.
To
exercise your converted FFC Options, you must deliver to the FFC Human Resources
Department (i) a written notice of exercise for the number of shares of FFC
common stock you want to purchase, (ii) the adjusted exercise price, and (iii)
all applicable taxes. The exercise notice and payment should be delivered to
the
following address:
Flushing
Financial Corporation
Human
Resources Department
0000
Xxxxxx Xxxxxx, Xxxxx 000
Xxxx
Xxxxxxx, Xxx Xxxx 00000
Attention:
Xxxx Xxxxxxxxx
Nothing
in this Agreement or your Option Agreement interferes in any way with your
rights and FFC’s rights, which rights are expressly reserved, to terminate your
employment at any time for any reason. Any future options, if any, you may
receive from FFC will be governed by the terms of the FFC stock option plan,
and
such terms may be different from the terms of your converted FFC Options,
including, but not limited to, the time period in which you have to exercise
vested options after your termination of employment.
Please
sign and date this Agreement and return it promptly to the address listed above.
If you have any questions regarding this Agreement or your assumed ALFC Options,
please contact Xxxx Xxxxxxxxx at (000) 000-0000.
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FLUSHING
FINANCIAL CORPORATION
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By:
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A
duly authorized officer of FFC
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ACKNOWLEDGMENT
The
undersigned acknowledges receipt of the foregoing Stock Option Assumption
Agreement and understands that all rights and liabilities with respect to each
of his or her ALFC Options hereby assumed by FFC are as set forth in the Option
Agreement, the Plan, and such Stock Option Assumption Agreement.
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Date:
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By:
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Optionee
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EXHIBIT
A
Optionee’s
Outstanding Options to Purchase Shares
of
Atlantic Liberty Financial Corp. Common Stock under the
Atlantic
Liberty Financial Corp. 2003 Incentive Stock Benefit Plan
(Pre-Merger)
|
Date
of Option Agreement
|
Number
of Incentive
Stock
Options (ISOs)
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Number
of Non-Statutory Stock Options (NSSOs)
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Total
Number of
Options
(ISOs
and NSSOs)
|
Exercise
Price
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$18.50
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Optionee’s
Outstanding Options to Purchase Shares
of
Flushing Financial Corporation Common Stock under the
Atlantic
Liberty Financial Corp. 2003 Incentive Stock Benefit Plan
(Post-Merger)
|
Number
of Incentive
Stock
Options (ISOs)
|
Number
of Non-Statutory Stock Options (NSSOs)
|
Total
Number of
Options
(ISOs
and NSSOs)
|
Exercise
Price
|
|||||
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July
1, 2006
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$12.94
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