Exhibit 10.2
AGREEMENT
Agreement between Flushing Savings Bank, FSB, a federal savings bank ("the
"Bank"), Flushing Financial Corporation, a Delaware corporation (the "Company")
and Xxxxx X. XxXxxxxxx ("Consultant"), effective upon the occurrence of the
"Retirement Date" as defined in that certain letter agreement dated April 8,
1998, between the Bank, the Company and Consultant (the "Letter Agreement").
W I T N E S S E T H:
A. On the Retirement Date, Consultant shall have retired from his position of
President and Chief Executive Officer of the Bank and the Company, but
will continue to serve as a director on the Board of Directors of the Bank
and the Company;
B. The Bank and the Company desire to continue to have available the
leadership, advice and counsel of Consultant after his retirement, and
Consultant is willing to devote substantial time to the business and
affairs of the Bank and the Company above and beyond that required of
directors; and
C. The parties wish to set forth the terms whereby Consultant will receive
fees for his consulting services; such fees to be in addition to, and
independent of, any retainer and meeting fees Consultant receives as a
director of the Bank and the Company.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto agree as follows:
1. Term: The term of this Agreement shall commence on the Retirement Date
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and end on the first anniversary of such date, unless the Agreement is
extended on terms mutually acceptable to the Bank, the Company and
Consultant or is terminated earlier as provided in Section 6. If
Consultant's employment with the Company or the Bank terminates prior
to the Retirement Date or if the Letter Agreement becomes null and void
in accordance with its terms, this Agreement shall become null and void
and neither the Bank, the Company nor Consultant shall have any rights
or obligations hereunder.
2. Services. During the term of this Agreement, Consultant shall consult
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with and advise the Senior Officers of the Bank and the Company and
their respective Boards concerning the business and financial affairs
of the Bank and the Company, including, but not limited to, advice with
respect to the management of the Company's and the Bank's investment
portfolios. Consultant shall be free to exercise his own discretion
and judgment with respect to the time, place, method, and manner of
performance of such services. Consultant is expected periodically to
meet in person and to confer by telephone with Senior Officers, but
shall not be required to perform all of such services on the premises
of the Bank or the company. Within 10 days after the end of each
month, Consultant shall submit a Monthly Activity Report to the Company
detailing his consultant activities performed for the Company and the
Bank during the preceding month.
3. Consultant Fees. During the terms of this Agreement, the Bank and the
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Company will pay Consultant an aggregate fee of $14,583.34 per month.
Payment will be made on the last business day of the month for which the
fee is paid. The fee provided for under this Section 3 shall be in
addition to, and independent of, any retainer and meeting fees Consultant
receives as a director of the Bank and the Company.
4. Automobile; Expenses. The Bank and the Company shall provide
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Consultant with a suitable automobile for use in the performance of his
duties hereunder, and shall procure insurance for such automobile that
is no less extensive in amount or coverage than as required by New York
law or any lienholder on the automobile. Premiums for such insurance
shall be billed to, and paid by, the Bank and/or the Company.
Consultant shall be reimbursed for expenses incurred in connection with
such automobile and for expenses reasonably and necessarily incurred by
him in connection with the performance of his services under this
Agreement, in each case in accordance with the Bank's and the Company's
applicable policies and procedures. Consultant shall furnish the Bank
and the Company with appropriate documentation required by the Internal
Revenue Code and regulations thereunder or otherwise reasonably
required under the Bank's and the Company's policies in connection with
such expenses.
5. Independent Contractor Status. Consultant's services under this
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Agreement shall be provided by him as an independent contractor.
Nothing contained in this Agreement or in the performance of the
services hereunder shall be construed as creating the relationship of
employer and employee between the Bank or the Company and consultant.
Consultant understands that this Agreement does not provide him with
any life, health or disability insurance or other employee benefits
provided by the Bank and/or the Company to its employees. However,
nothing in this Agreement shall be construed to affect, in any way, any
life, health or disability insurance or other employee benefits that
Consultant is entitled to receive from the Bank and/or the Company as a
retired employee of the Bank and the Company. The Bank and the
Company shall not withhold federal, state or local taxes with respect
to the consulting fees payable to Consultant under this agreement.
6. Termination. This Agreement shall terminate in the event Consultant
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ceases to be a director at anytime following a "Change in Control", as
defined in the 1996 Restricted Stock Incentive Plan of Flushing
Financial Corporation. Upon such termination of this Agreement,
Consultant shall be paid in one lump sum the amount of the aggregate
fees that Consultant would have earned if he had continued to serve
until the end of the term of this Agreement, either as stated in
Section 1 or as later extended.
7. Entire Agreement; Modification. This Agreement contains the entire
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understanding between the parties with respect to the subject matter
hereof, and may not be altered, varied, revised, or amended except by an
instrument in writing signed by Consultant, the Bank and the Company
subsequent to the date of this Agreement.
8. Assignment. This Agreement is for the personal services of Consultant and
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shall not be assignable by Consultant.
9. No Duty to Mitigate. Consultant shall have no duty to mitigate any damages
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payable to Bank and/or the Company to consultant hereunder.
IN WITNESS WHEREOF, Consultant, the Bank and the Company have caused this
Agreement to be executed on this 8th day of April, 1998 but effective as of the
Retirement Date.
FLUSHING SAVINGS BANK, FSB
By: /s/ Xxxx X. Xxxxxxxxxx
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FLUSHING FINANCIAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
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/s/ Xxxxx X. XxXxxxxxx
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Xxxxx X. XxXxxxxxx
