EXHIBIT A-1 FORM OF VOTING AGREEMENTVoting 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.
FLUSHING FINANCIAL CORPORATION EMPLOYMENT AGREEMENTEmployment Agreement • October 28th, 2019 • Flushing Financial Corp • State commercial banks • New York
WHEREAS, pursuant to the terms of that certain Agreement and Plan of Merger, by and among Empire Bancorp, Inc., a New York corporation (“Empire”), Lighthouse Acquisition Co., Inc., a New York corporation and a special-purpose, wholly owned subsidiary of the Holding Company (the “Merger Sub”), and the Holding Company, dated as of October 24, 2019 (the “Merger Agreement”), Merger Sub will merge with and into Empire, and immediately thereafter, Empire will merge with and into the Holding Company, with the Holding Company being the surviving corporation;
CONSULTING AGREEMENTConsulting Agreement • October 28th, 2019 • Flushing Financial Corp • State commercial banks
Agreement dated as of October 24, 2019 between Flushing Bank (the “Bank”), and Douglas C. Manditch (“Consultant”), to become effective upon, and expressly subject to, the Closing (as hereinafter defined).
AGREEMENT AND PLAN OF MERGER by and among EMPIRE BANCORP, INC., LIGHTHOUSE ACQUISITION CO., INC. and FLUSHING FINANCIAL CORPORATION Dated as of October 24, 2019Merger Agreement • October 28th, 2019 • Flushing Financial Corp • State commercial banks • New York
AGREEMENT AND PLAN OF MERGER, dated as of October 24, 2019 (this “Agreement”), by and among EMPIRE BANCORP, INC., a New York corporation (the “Company”), LIGHTHOUSE ACQUISITION CO., INC., a New York corporation and a special-purpose, wholly owned subsidiary of Parent (the “Merger Sub”), and FLUSHING FINANCIAL CORPORATION, a Delaware corporation (“Parent”).
