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Exhibit 10.7 Flushing Savings
Bank Assistant Vice President and Vice President Change in Control
Severance Policy
FLUSHING SAVINGS BANK
ASSISTANT VICE PRESIDENT AND VICE PRESIDENT
CHANGE IN CONTROL SEVERANCE POLICY
Name:
_________________________
Commencement Date:
_____________
Signature:
________________________
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1.
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Term; Policy
Effectiveness .
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(a) This
Policy shall apply to each Assistant Vice President and Vice
President in good standing (an “Employee”) of Flushing
Savings Bank (the “Bank”) for the period that both (i)
such Employee is employed as such and (ii) this Policy is in effect
in accordance with Section 1(b) below (conjunctively, the
“Term”); provided that if prior to January 1, 2009 such
Employee is party to a written Special Termination Agreement with
the Company, then the term (without renewal) of such agreement
shall continue in full force and effect until terminated in
accordance with the terms thereof and the Term hereof, if
applicable, for such Employee shall commence immediately upon such
termination; and provided further that, notwithstanding the
provisions of Section 1(b), the Term shall continue for such
Employee for a period of two years following a Change in Control
(as defined in Section 2(b) below) that otherwise occurs during the
Term.
(b) This
Policy shall be in effect for the one-year period commencing on
January 1, 2008 and such effectiveness shall automatically be
renewed on each successive anniversary thereof for an additional
one-year period, unless the Board of Directors or any officer of
the Bank, acting upon the authority thereof, shall resolve to not
renew the Policy as of the next such anniversary date; provided
that such resolution is adopted prior to such anniversary date and
the participants under the Policy are notified of such non-renewal
within 60 days after such anniversary date.
(c) Upon
the expiration of the Term, all rights, benefits and obligations of
Flushing Savings Bank (the “Bank”) and Flushing
Financial Corporation (the “Holding Company”) hereunder
shall terminate.
(a) “
Cause ” means the Employee’s (i) intentional
engagement in dishonest conduct or willful misconduct, (ii) breach
of fiduciary duty involving personal profit, (iii) insubordination
or intentional failure to perform stated duties, (iv) willful
violation of the Bank’s rules and policies and other
applicable laws, rules, or regulations,
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(v) conviction (including entry
of a guilty or nolo contendere plea) of a felony or any
crime involving dishonesty or moral turpitude, (vi) material breach
of any provision of any Bank policy or employment agreement with
the Bank, or (vii) poor performance.
(b) “
Change of Control ” means:
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(i) 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;
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(ii) 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, as the case may be, or of any successor
corporation shall consist of persons other than Current Members,
respectively (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 Commencement Date and any successor of a
Current Member whose nomination or election has been approved by a
majority of the Current Members then on the respective Board of
Directors);
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(iii) the
acquisition of beneficial ownership, directly or indirectly (as
provided in Rule 13d-3 under 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
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(iv) 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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(c) “
Disability ” means termination under circumstances in
which the Employee would qualify for disability benefits under one
or more disability programs maintained by the Holding Company or
any subsidiary (including the Bank) employing the
Employee.
(d) “
Good Reason ” means:
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(i) a
reduction by the Holding Company or any subsidiary (including the
Bank) in the Employee’s annual base salary as in effect
immediately prior to a Change of Control;
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(ii) the
failure of the bank to cure, within 60 days following written
notice thereof from the Employee, a material adverse change by the
Holding Company or any subsidiary (including the Bank) in the
Employee’s principal functions, duties, or responsibilities
as in effect immediately prior to a Change of Control, provided,
however, that a change shall not be deemed to be materially adverse
if the Employee is assigned a position having substantially
comparable functions, duties or responsibilities; or
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(iii) the
failure of the Holding Company or any subsidiary (including the
Bank) to maintain the Employee’s principal place of
employment within 50 miles as in effect immediately prior to a
Change of Control.
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In
the event the Employee’s employment with the Holding Company
and any of its subsidiaries (including the Bank) is terminated
within two years following a Change of Control (i) by the
Holding Company or any of its subsidiaries (including the Bank)
other than by reason of the death or Disability of the Employee and
other than for Cause, or (ii) by the Employee for Good Reason,
the Bank shall provide and pay to the Employee the
following:
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(a) the
Employee’s earned but unpaid current salary as of the date of
termination, plus an amount representing any accrued but unpaid
vacation time, which amounts shall be paid within thirty days of
termination;
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(b) the
benefits, if any, to which the Employee is entitled as a former
employee under the Holding Company’s and subsidiaries’
(including the Bank’s) employee benefit plans and programs
and compensation plans and programs, which shall be paid in
accordance with the terms of such plans and programs;
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(c) continued
health and welfare benefits (including group life, disability,
medical and dental benefits), in
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