Exhibit 10.1
April 8, 1998
Xx. Xxxxx X. XxXxxxxxx
00 Xxxxx Xxxxxx
Xxxxx Xxxxxxxxxx, Xxx Xxxx 00000
Re: Retirement Agreement
Dear Xxx:
This letter sets forth the terms of the agreement between Flushing Financial
Corporation (the "Company"), Flushing Savings Bank, FSB (the "Bank") and you
regarding your pending retirement. Capitalized terms used in this letter and not
otherwise defined have the meanings given to them in your employment agreement
with the Company, dated as of November 21, 1995, as amended through the date of
this letter. For purposes of this letter, your employment agreement with the
Company and your employment agreement with the Bank, dated as of November 21,
1995, as amended through the date of this letter, are collectively referred to
as the "Employment Agreements".
1. Subject to the terms and conditions set forth in this letter, on
October 1, 1998 (or such other date as may be agreed to by you, the
Company and the Bank, your "Retirement Date"), you will retire from
your positions of Chief Executive Officer and President of the Company
and the Bank. On such date, the Company and/or the Bank shall pay
you, in the aggregate, a one time payment of $750,000.00 (the "Waiver
Payment") in consideration for your waiver set forth in Paragraph 2 of
this letter. The Waiver Payment shall be made in immediately
available funds wired to a bank account designated by you. Upon
making the Waiver Payment on your Retirement Date, the Company and the
Bank shall have no further obligations to you under this letter
agreement or the Employment Agreements, other than as set forth in
Section 8(a) in each of the Employment Agreements.
2. In anticipation of your pending retirement, the Boards of Directors of the
Company and the Bank have determined that they will not extend the
Employment Periods under the Employment Agreements. By signing this letter
agreement, you agree to waive your rights under the Employment Agreements
to treat such failure to extend the Employment Agreements as grounds for
termination of your employment from the Company and/or the Bank for Good
Reason.
3. In the event that you are terminated for Cause prior to the Retirement
Date, the Company and the Bank shall have no further obligations to you
under this letter agreement or the Employment Agreements, other than as
set forth in Section 8(a) in each of the Employment Agreements.
4. In the event of your death before the Retirement Date, the Company shall
promptly pay the Waiver Payment to your designated beneficiaries or,
failing any designation, your estate. Upon making the waiver Payment upon
your death, the Company and the Bank shall have no further obligations to
you under this letter agreement or the Employment Agreements, other than
as set forth in Section 5(b) and 9(b) in each of the Employment
Agreements.
-2-
5. In the event that (i) a Change of Control occurs before the Retirement
Date, (ii) you terminate your employment with the Company or the Bank
before the Retirement Date on account of your voluntary resignation
following an event that constitutes Good Reason, other than failure to
extend the Employment Periods, or (iii) you are discharged by the Bank
or the Company for any reason other than for (A) Cause or (B) your
death or Disability, this letter agreement shall become null and void,
and neither you, the Holding Company nor the Bank shall have any rights
or obligations hereunder. In any such event your rights shall be
determined under the Employment Agreements.
6. This Agreement was negotiated and prepared with the assistance of
counsel to the Company and the Bank, and you understand and acknowledge
that in providing such assistance, such counsel was representing the
Company and the Bank. You represent that notwithstanding the
recommendation of the Company and the Bank, you have elected not to
seek representation by counsel in connection with the negotiation and
preparation of this Agreement. You agree that in any dispute or
litigation based on, or arising out of, under, or in connection with
the Agreement, you hereby expressly and irrevocably waive any
objection you may have or hereafter may have regarding the fact that
you were not represented by counsel in connection with the negotiation
and preparation of this Agreement.
This letter agreement may not be altered, varied, revised or amended except by
an instrument in writing signed by you, the Bank and the Company.
Please indicate your agreement with the foregoing by signing in the space
provided below and returning a signed copy of this letter to each of the
undersigned.
Sincerely,
FLUSHING FINANCIAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
and Corporate Secretary
FLUSHING SAVINGS BANK, FSB
By: /s/ Xxxx X. Xxxxxxxxxx
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Name: Xxxx X. Xxxxxxxxxx
Title: Senior Vice President
AGREED AND ACCEPTED
/s/ Xxxxx X. XxXxxxxxx
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Xxxxx X. XxXxxxxxx
