Exhibit 10.1
FLUSHING FINANCIAL CORPORATION
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as
of the 9th day of September, 1997, by and between Flushing Financial
Corporation, a Delaware corporation having its executive offices at 000-00
Xxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxx Xxxx 00000 (the "Holding Company"), and
Xxxxxx X. Xxxxxxx, residing at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
("Officer").
W I T N E S S E T H:
WHEREAS, the Holding Company considers the availability of the
Officer's services to be important to the successful management and conduct of
the Holding Company's business and desires to secure for itself the
availability of his services; and
WHEREAS, for purposes of securing for the Holding Company the
Officer's services, the Board of Directors of the Holding Company ("Board")
has authorized the proper officers of the Holding Company to enter into an
employment agreement with the Officer on the terms and conditions set forth
herein; and
WHEREAS, the Officer is willing to make his services available to
the Holding Company on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and obligations hereinafter set forth, the Holding Company and the
Officer hereby agree as follows:
Section 1. EMPLOYMENT.
The Holding Company hereby agrees to employ the Officer, and the
Officer hereby agrees to accept such employment, during the period and upon
the terms and conditions set forth in this Agreement.
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Section 2. EMPLOYMENT PERIOD.
(a) Except as otherwise provided in this Agreement to the
contrary, the terms and conditions of this Agreement shall be and remain in
effect during the period of employment ("Employment Period") established under
this section 2. The Employment Period shall be for a term commencing on the
Effective Time, as defined in the Agreement and Plan of Merger, dated as of
the 24th day of April, 1997 among the Holding Company, Flushing Savings Bank,
FSB (the "Bank") and New York Federal Savings Bank (the "Effective Time") and
ending on the second anniversary of such date, plus such extensions as are
provided pursuant to section 2(b) of this Agreement.
(b) On or as of July 1, 1998, and on or as of each July 1
thereafter, the Employment Period shall be extended for one additional year if
and only if the Board shall have authorized the extension of the Employment
Period prior to July 1 of such year and the Officer shall not have notified
the Holding Company prior to July 1 of such year that the Employment Period
shall not be so extended. If the Board shall not have authorized the
extension of the Employment Period prior to July 1 of any such year, or if the
Officer shall have given notice of nonextension to the Holding Company prior
to July 1 of such year, then the Employment Period shall not be extended
pursuant to this section 2(b) at any time thereafter and shall end on the last
day of its term as then in effect.
(c) Upon the termination of the Officer's employment with the
Holding Company, the extensions provided pursuant to section 2(b) shall cease
(if such extensions have not previously ceased).
Section 3. TITLE AND DUTIES.
On the date on which the Employment Period commences, the Officer
shall hold the position of Senior Vice President of the Holding Company with
all of the powers and duties incident to such position under law and under the
by-laws of the Holding Company. During the Employment Period, the Officer
shall: (a) devote his full business time and attention (other than during
weekends, holidays, vacation periods and periods of illness or approved leaves
of absence) to the business and affairs of the Holding Company and its
subsidiaries and use his best efforts to advance the interests of the Holding
Company and its subsidiaries, including reasonable periods of service as an
officer and/or board member of trade associations, their related entities and
charitable organizations; and (b) perform such reasonable additional duties as
may be assigned to him by or under the authority of the Board. The Officer
shall also serve as an officer of the Bank pursuant to the Employment
Agreement between the Officer and the Bank dated as of the date hereof ("Bank
Employment Agreement"). The Holding Company hereby acknowledges that the
Officer's service under this Agreement shall not be deemed to materially
interfere with the Officer's performance under the Bank Employment Agreement
or otherwise result in a breach of the Bank Employment Agreement. The Officer
shall have such authority as is necessary or appropriate to carry out his
duties under this Agreement.
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Section 4. COMPENSATION.
In consideration for services rendered by the Officer under this
Agreement:
(a) The Holding Company shall pay to the Officer a salary at an
annual rate equal to the greater of (i) $200,000 or (ii) such higher annual
rate as may be prescribed by or under the authority of the Board (the "Current
Salary"). The Officer will undergo an annual salary and performance review on
or about June 30 of each year commencing in 1998. The Current Salary payable
under this section 4 shall be paid in approximately equal installments in
accordance with the Holding Company's customary payroll practices.
(b) The Officer shall be eligible to participate in any bonus
plan maintained by the Holding Company for its officers and employees. If the
Officer shall earn any bonus under any bonus plan of the Bank but such bonus
shall not be paid by the Bank, the Holding Company shall pay such bonus to the
Officer.
Section 5. EMPLOYEE BENEFITS AND OTHER COMPENSATION.
(a) Except as otherwise provided in this Agreement, the Officer
shall, during the Employment Period, be treated as an employee of the Holding
Company and be entitled to participate in and receive benefits under the
Holding Company's employee benefit plans and programs, as well as such other
compensation plans or programs (whether or not employee benefit plans or
programs), as the Holding Company may maintain from time to time, in
accordance with the terms and conditions of such employee benefit plans and
programs and compensation plans and programs and with the Holding Company's
customary practices.
(b) The Holding Company shall provide the Officer with a
suitable automobile for use in the performance of the Officer's duties
hereunder and shall reimburse the Officer for all expenses incurred in
connection therewith.
(c) The Officer shall be entitled, without loss of pay, to
vacation time in accordance with the policies periodically established by the
Board for senior management officials of the Holding Company, which shall in
no event be less than three weeks in each calendar year. Except as provided
in section 7(b), the Officer shall not be entitled to receive any additional
compensation from the Holding Company on account of his failure to take a
vacation, nor shall he be entitled to accumulate unused vacation from one
calendar year to the next except to the extent authorized by the Board for
senior management officials of the Holding Company.
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Section 6. WORKING FACILITIES AND EXPENSES.
The Officer's principal place of employment shall be at the offices
of the Holding Company in New York County, New York or at such other location
upon which the Holding Company and the Officer may mutually agree. The
Holding Company shall provide the Officer, at his principal place of
employment, with a private office, stenographic services and other support
services and facilities consistent with his position with the Holding Company
and necessary or appropriate in connection with the performance of his duties
under this Agreement. The Holding Company shall reimburse the Officer for his
ordinary and necessary business expenses, including, without limitation,
travel and entertainment expenses, incurred in connection with the performance
of his duties under this Agreement, upon presentation to the Holding Company
of an itemized account of such expenses in such form as the Holding Company
may reasonably require.
Section 7. TERMINATION WITH HOLDING COMPANY LIABILITY.
(a) In the event that the Officer's employment with the Bank
and/or the Holding Company shall terminate during the Employment Period on
account of:
(i) the Officer's voluntary resignation from employment with the
Bank and the Holding Company within one year following an event that
constitutes "Good Reason," which is defined as:
(A) the failure of the Bank to elect or to reelect the
Officer to serve as its Senior Vice President and President of the
New York Federal Division of the Bank, or such other position as the
Officer consents to hold, or the failure of the Holding Company to
elect or reelect the Officer to serve as its Senior Vice President,
or such other position as the Officer consents to hold;
(B) the failure of the Bank or the Holding Company to cure
a material adverse change made by it in the Officer's functions,
duties, or responsibilities in his position with the Bank or the
Holding Company, respectively, within sixty days following written
notice thereof from the Officer;
(C) the failure of the Bank or the Holding Company to
maintain the Officer's principal place of employment at its offices
in New York County, New York or at such other location upon which
the Bank or the Holding Company and the Officer may mutually agree;
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(D) the failure of the Board to extend the Employment
Period within the times provided in section 2(b) or the failure of
the Bank's board of directors to extend the Employment Period under
the Bank Employment Agreement within the times provided in section
2(b) of such Agreement; provided, however, that such failure shall
not constitute Good Reason until the earlier of 30 days after any
determination by the Board or the Bank's board of directors that the
Employment Period shall not be so extended or August 1 of such year;
or
(E) the failure of the Bank or the Holding Company to cure
a material breach of the Bank Employment Agreement or this Agreement
by the Bank or the Holding Company, respectively, within sixty days
following written notice thereof from the Officer;
(ii) the discharge of the Officer by the Bank or the Holding
Company for any reason other than (A) for "Cause" as defined in section
8(b) of this Agreement or (B) the Officer's death or "Disability" as
defined in section 9(a) of this Agreement; or
(iii) the Officer's voluntary resignation from employment with the
Bank and the Holding Company for any reason within the sixty-day period
commencing six months following a Change of Control as defined in section
10;
then the Holding Company shall provide the benefits and pay to the Officer as
liquidated damages the amounts provided for under section 7(b).
(b) Upon the termination of the Officer's employment with the
Bank and/or the Holding Company under circumstances described in section 7(a),
the Holding Company shall pay and provide to the Officer:
(i) his earned but unpaid Current Salary as of the date of
termination, plus an amount representing any accrued but unpaid vacation
time and floating holidays;
(ii) the benefits, if any, to which he is entitled as a
former employee under the Bank's and the Holding Company's employee
benefit plans and programs and compensation plans and programs;
(iii) continued group life, disability, health (including
medical and major medical) and accident insurance benefits, in addition
to that provided pursuant to section 7(b)(ii), to the extent necessary to
provide coverage for the Officer for a period of 24 months ("Severance
Period"). Such coverage shall be equivalent to that to which the Officer
would have been entitled if he had continued working for the Bank and the
Holding Company during the Severance Period at the highest annual rate of
Current Salary achieved during the Employment Period; and
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(iv) within thirty days following his termination of
employment with the Bank or the Holding Company, a cash lump sum payment
in an amount equal to the Current Salary and bonus that the Officer would
have earned pursuant to sections 4(a) and 4(b), respectively, if he had
continued working for the Holding Company and the Bank for the Severance
Period (basing such bonus on the highest bonus, if any, paid to the
Officer by the Bank or the Holding Company under section 4(b) of the Bank
Employment Agreement or this Agreement within the three-year period prior
to the date of termination).
The lump sum payable pursuant to clause (iv) of this section 7(b) is to be
paid in lieu of all other payments of Current Salary and bonus provided for
under this Agreement relating to the period following any such termination and
shall be payable without proof of damages and without regard to the Officer's
efforts, if any, to mitigate damages. The Holding Company and the Officer
hereby stipulate that the damages which may be incurred by the Officer
following any such termination of employment are not capable of accurate
measurement as of the date first above written and that the payments and
benefits provided under this section 7(b) are reasonable under the
circumstances as a combination of liquidated damages and severance benefits.
Section 8. TERMINATION FOR CAUSE OR VOLUNTARY
RESIGNATION WITHOUT GOOD REASON.
(a) In the event that the Officer's employment with the Holding
Company shall terminate during the Employment Period on account of:
(i) the discharge of the Officer by the Holding Company for
Cause; or
(ii) the Officer's voluntary resignation from employment with the
Holding Company for reasons other than those constituting a Good Reason;
then the Holding Company shall have no further obligations under this
Agreement, other than (A) the payment to the Officer of his earned but unpaid
Current Salary as of the date of the termination of his employment; and (B)
the provision of such other benefits, if any, to which he is entitled as a
former employee under the Bank's and the Holding Company's employee benefit
plans and programs and compensation plans and programs.
(b) For purposes of this Agreement, the term "Cause" means the
Officer's (i) willful failure to perform his duties under this Agreement or
under the Bank Employment Agreement and failure to cure such failure within
sixty days following written notice thereof from the Holding Company or the
Bank, or (ii) intentional engagement in dishonest conduct in connection with
his performance of services for the Holding Company or the Bank or conviction
of a felony.
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Section 9. DISABILITY OR DEATH.
(a) The Officer's employment with the Holding Company may be
terminated for "Disability" if the Officer shall become disabled or
incapacitated during the Employment Period to the extent that he has been
unable to perform the essential functions of his employment for 270
consecutive days, subject to the Officer's right to receive from the Holding
Company following his termination due to Disability the following percentages
of his Current Salary under section 4 of this Agreement: 100% for the first
six months, 75% for the next six months and 60% thereafter for the remaining
term of the Employment Period (less in each case any benefits which may be
payable to the Officer under the provisions of disability insurance coverage
in effect for Bank and/or Holding Company employees).
(b) In the event that the Officer's employment with the Holding
Company shall terminate during the Employment Period on account of death, the
Holding Company shall promptly pay the Officer's designated beneficiaries or,
failing any designation, his estate a cash lump sum payment equal to his
earned but unpaid Current Salary.
Section 10. CHANGE OF CONTROL.
For purposes of this Agreement, the term "Change of Control" means:
(a) the acquisition of all or substantially all of the assets of
the Bank or the Holding Company by any person or entity, or by any persons or
entities acting in concert;
(b) the occurrence of any event if, immediately following such
event, a majority of the members of the Board of Directors of the Bank or the
Holding Company or of any successor corporation shall consist of persons other
than Current Members (for these purposes, a "Current Member" shall mean any
member of the Board of Directors of the Bank or the Holding Company as of the
Effective Time and any successor of a Current Member whose nomination or
election has been approved by a majority of the Current Members then on the
Board of Directors);
(c) the acquisition of beneficial ownership, directly or
indirectly (as provided in Rule 13d-3 of the Securities Exchange Act of 1934
(the "Act"), or any successor rule), of 25% or more of the total combined
voting power of all classes of stock of the Bank or the Holding Company by any
person or group deemed a person under Section 13(d)(3) of the Act; or
(d) approval by the stockholders of the Bank or the Holding
Company of an agreement providing for the merger or consolidation of the Bank
or the Holding Company with another corporation where the stockholders of the
Bank or the Holding Company, immediately prior to the merger or consolidation,
would not beneficially own, directly or indirectly, immediately after the
merger or consolidation, shares entitling such stockholders to 50% or more of
the total combined voting power of all classes of stock of the surviving
corporation.
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Section 11. 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) (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,
(i) the Total Payments shall be treated as "parachute payments"
within the meaning of Section 280G(b)(2) of the Code, and all "excess
parachute payments" within the meaning of Section 280G(b)(1) of the Code shall
be treated as subject to the Excise Tax, unless, and except to the extent
that, in the written opinion of independent compensation consultants or
auditors of nationally recognized standing selected by the Holding Company and
reasonably acceptable to the Officer ("Independent Auditors"), the Total
Payments (in whole or in part) do not constitute parachute payments, or such
excess parachute payments (in whole or in part) represent reasonable
compensation for services actually rendered within the meaning of
Section 280G(b)(4) of the Code in excess of the base amount within the meaning
of Section 280G(b)(3) of the Code or are otherwise not subject to the Excise
Tax,
(ii) the amount of the Total Payments which shall be treated as
subject to the Excise Tax shall be equal to the lesser of (A) the total amount
of the Total Payments or (B) the amount of excess parachute payments within
the meaning of Section 280G(b)(1) of the Code (after applying clause (i)
above), and
(iii) the value of any non-cash benefits or any deferred payment
or benefit shall be determined by the Holding Company's Independent Auditors
appointed pursuant to clause (i) above in accordance with the principles of
Sections 280G(d)(3) and (4) of the Code.
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For purposes of determining the amount of the Gross-up Payment, the
Officer shall be deemed (A) to pay federal income taxes at the highest
marginal rate of federal income taxation for the calendar year in which the
Gross-up Payment is to be made; (B) to pay any applicable state and local
income taxes at the highest marginal rate of taxation for the calendar year in
which the Gross-up Payment is to be made, net of the maximum reduction in
federal income taxes which could be obtained from deduction of such state and
local taxes if paid in such year (determined without regard to limitations on
deductions based upon the amount of the Officer's adjusted gross income); and
(C) to have otherwise allowable deductions for federal, state and local income
tax purposes at least equal to those disallowed because of the inclusion of
the Gross-up Payment in the Officer's adjusted gross income. In the event
that the Excise Tax is subsequently determined to be less than the amount
taken into account hereunder at the time the Gross-up Payment is made, the
Officer shall repay to the Holding Company at the time that the amount of such
reduction in Excise Tax is finally determined (but, if previously paid to the
taxing authorities, not prior to the time the amount of such reduction is
refunded to the Officer or otherwise realized as a benefit by the Officer) the
portion of the Gross-up Payment that would not have been paid if such Excise
Tax had been applied in initially calculating the Gross-up Payment, plus
interest on the amount of such repayment at the rate provided in
Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is
determined to exceed the amount taken into account hereunder at the time the
Gross-up Payment is made (including by reason of any payment the existence or
amount of which cannot be determined at the time of the Gross-up Payment), the
Holding Company shall make an additional Gross-up Payment in respect of such
excess (plus any interest and penalties payable with respect to such excess)
at the time that the amount of such excess is finally determined.
The Gross-up Payment provided for above shall be paid on the
thirtieth day (or such earlier date as the Excise Tax becomes due and payable
to the taxing authorities) after it has been determined that the Total
Payments (or any portion thereof) are subject to the Excise Tax; PROVIDED,
HOWEVER, that if the amount of such Gross-up Payment or portion thereof cannot
be finally determined on or before such day, the Holding Company shall pay to
the Officer on such day an estimate, as determined by the Holding Company's
Independent Auditors appointed pursuant to clause (i) above, of the minimum
amount of such payments and shall pay the remainder of such payments (together
with interest at the rate provided in Section 1274(b)(2)(B) of the Code), as
soon as the amount thereof can be determined. In the event that the amount of
the estimated payments exceeds the amount subsequently determined to have been
due, such excess shall constitute a loan by the Holding Company to the
Officer, payable on the fifth day after demand by the Holding Company
(together with interest at the rate provided in Section 1274(b)(2)(B) of the
Code). If more than one Gross-up Payment is made, the amount of each Gross-up
Payment shall be computed so as not to duplicate any prior Gross-up Payment.
The Holding Company shall have the right to control all proceedings with the
Internal Revenue Service that may arise in connection with the determination
and assessment of any Excise Tax and, at its sole option, the Holding Company
may pursue or forego any and all administrative appeals, proceedings, hearings
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and conferences with any taxing authority in respect of such Excise Tax
(including any interest or penalties thereon); PROVIDED, HOWEVER, that the
Holding Company's control over any such proceedings shall be limited to issues
with respect to which a Gross-up Payment would be payable hereunder and the
Officer shall be entitled to settle or contest any other issue raised by the
Internal Revenue Service or any other taxing authority. The Officer shall
cooperate with the Holding Company in any proceedings relating to the
determination and assessment of any Excise Tax and shall not take any position
or action that would materially increase the amount of any Gross-up Payment
hereunder.
Section 12. NO EFFECT ON EMPLOYEE BENEFIT
PLANS OR COMPENSATION PROGRAMS
Except as expressly provided in this Agreement, the termination of
the Officer's employment during the term of this Agreement or thereafter,
whether by the Holding Company or by the Officer, shall have no effect on the
rights and obligations of the parties hereto under the Holding Company's
employee benefit plans or programs or compensation plans or programs (whether
or not employee benefit plans or programs) that the Holding Company may
maintain from time to time.
Section 13. SUCCESSORS AND ASSIGNS.
This Agreement will inure to the benefit of and be binding upon the
Officer, his legal representatives and estate or intestate distributees, and
the Holding Company and its successors and assigns, including any successor by
merger or consolidation or a statutory receiver or any other person or firm or
corporation to which all or substantially all of the assets and business of
the Holding Company may be sold or otherwise transferred.
Section 14. NOTICES.
Any communication to a party required or permitted under this
Agreement, including any notice, direction, designation, consent, instruction,
objection or waiver, shall be in writing and shall be deemed to have been
given at such time as it is delivered personally, or five days after mailing
if mailed, postage prepaid, by registered or certified mail, return receipt
requested, addressed to such party at the address listed below or at such
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other address as one such party may by written notice specify to the other
party:
If to the Officer:
Xxxxxx X. Xxxxxxx
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
If to the Holding Company:
Flushing Financial Corporation
000-00 Xxxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Attention: Secretary
Section 15. SEVERABILITY.
A determination that any provision of this Agreement is invalid or
unenforceable shall not affect the validity or enforceability of any other
provision hereof.
Section 16. WAIVER.
Failure to insist upon strict compliance with any of the terms,
covenants or conditions hereof shall not be deemed a waiver of such term,
covenant, or condition. A waiver of any provision of this Agreement must be
made in writing, designated as a waiver, and signed by the party against whom
its enforcement is sought. Any waiver or relinquishment of any right or power
hereunder at any one or more times shall not be deemed a waiver or
relinquishment of such right or power at any other time or times.
Section 17. COUNTERPARTS.
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, and all of which shall constitute one and
the same Agreement.
Section 18. GOVERNING LAW.
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York, without reference to
conflicts of law principles.
Section 19. HEADINGS.
The headings of sections in this Agreement are for convenience of
reference only and are not intended to qualify the meaning of any section.
Any reference to a section number shall refer to a section of this Agreement,
unless otherwise stated.
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Section 20. ENTIRE AGREEMENT; MODIFICATIONS.
This instrument contains the entire agreement of the parties
relating to the subject matter hereof and supersedes in its entirety any and
all prior agreements, understandings or representations relating to the
subject matter hereof, other than the Bank Employment Agreement. No
modifications of this Agreement shall be valid unless made in writing and
signed by the parties hereto.
Section 21. FUNDING.
The Holding Company may elect in its sole discretion to fund all or
part of its obligations to the Officer under this Agreement; provided,
however, that should it elect to do so, all assets acquired by the Holding
Company to fund its obligations shall be part of the general assets of the
Holding Company and shall be subject to all claims of the Holding Company's
creditors.
Section 22. GUARANTEE.
The Holding Company guarantees the payment by the Bank of any and
all benefits and compensation to which the Officer is entitled under the Bank
Employment Agreement.
Section 23. NON-DUPLICATION.
In the event that the Officer shall perform services for the Bank or
any other direct or indirect subsidiary of the Holding Company, any
compensation or benefits provided to the Officer by such other employer shall
be applied to offset the obligations of the Holding Company hereunder, it
being intended that this Agreement set forth the aggregate compensation and
benefits payable to the Officer for all services to the Holding Company and
all of its direct or indirect subsidiaries. The Officer hereby acknowledges
that if any payment made or benefit provided by the Holding Company under this
Agreement is also required to be made or provided by the Bank under the Bank
Employment Agreement, such payment or benefit by the Holding Company under
this Agreement shall offset the payment required to be made or benefit
required to be provided by the Bank under the Bank Employment Agreement.
Section 24. REQUIRED REGULATORY PROVISIONS.
Notwithstanding any other provision of this Agreement to the
contrary, any payments made to the Officer pursuant to this Agreement or
otherwise are subject to and conditioned upon their compliance with 12 U.S.C.
section 1828(k) and any regulations promulgated thereunder.
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IN WITNESS WHEREOF, the parties have signed this Agreement as of the
day and year first above written.
FLUSHING FINANCIAL CORPORATION
By: /s/ Xxxxx X. XxXxxxxxx
---------------------------
Name: Xxxxx X. XxXxxxxxx
Title: President and C.E.O.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxx
