Exhibit 10.2 Form of Amended and Restated
Employment Agreements between Flushing Financial Corporation and
Certain Officers
FLUSHING FINANCIAL
CORPORATION
AMENDED AND RESTATED EMPLOYMENT
AGREEMENT
AMENED AND RESTATED EMPLOYMENT
AGREEMENT (“Agreement”) entered into as of December 8,
2008, by and between Flushing Financial Corporation, a Delaware
corporation having its executive offices at 1979 Marcus Avenue,
Suite E140, Lake Success, New York 11042 (the “Holding
Company”), and (name and address of officer)
(“Officer”).
W I T N E S S E T H
:
WHEREAS, the Holding Company and the
Officer are parties to an Employment Agreement dated as of (date of
prior agreement) (the “Original Employment Agreement”);
and
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 continued 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:
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.
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Employment Period .
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(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 under this
Amended and Restated Employment Agreement shall be for a term
commencing on the date
hereof and ending on November 21,
2010, plus such extensions as are provided pursuant to section 2(b)
of this Agreement.
(b) On
or as of July 1, 2009, 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).
(d) Notwithstanding
anything herein to the contrary, the Employment Period shall end
and the Officer’s employment with the Holding Company shall
terminate on the date on which the Officer’s employment with
Flushing Savings Bank, FSB terminates.
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Section 3.
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Title and Duties .
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On the date on which the Employment
Period commences, the Officer shall hold the position of (title of
position) 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 Flushing
Savings Bank, FSB (the “Bank”) pursuant to the Amended
and Restated 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.
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Compensation .
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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) $(salary) 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 2009. 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.
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Section 5.
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Employee Benefits and Other
Compensation .
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(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 in accordance with Holding Company policies
(but in no event later than the last day of the calendar year next
following the calendar year in which the expenses were
incurred).
(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 four 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.
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Working Facilities and Expenses
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The Officer’s principal place
of employment shall be at the offices of the Holding Company in
Queens 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. Such reimbursements shall
be made in accordance with Holding Company policies (but in no
event later than the last day of the calendar year next following
the calendar year in which the expenses were incurred).
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Section 7.
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Termination with Holding Company
Liability .
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(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 (title), 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 (title), 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
Queens County, New York or at such other location upon which the
Bank or the Holding Company and the Officer may mutually
agree;
(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;
(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; or
(F) after
a Change of Control (as defined in section 10), the failure of any
successor company to the Bank to assume the Bank
Employment
Agreement or of any successor
company to the Holding Company to assume this Agreement.
(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, which amounts shall be paid within thirty
days of termination; and his earned but unpaid bonus for the year
prior to the year of termination, which shall be paid at the same
time as bonuses for such year are paid to active
employees;
(ii) if
the Officer’s termination of employment occurs after a Change
of Control, a pro rata portion of his bonus for the year of
termination, determined by multiplying the amount of the bonus
earned by the Officer for the preceding calendar year by the number
of fullmonths of employment during the year of termination, and
dividing by 12, which amount shall be paid within thirty days of
termination; or (B) if the Officer’s termination of
employment occurs prior to a Change of Control, a pro rata portion
of his bonus for the year of termination, determined by multiplying
the amount of the bonus which would have been earned by the Officer
for the year of termination if he had remained in employment
through the end of the year (but only to the extent of achievement
of the applicable performance standards for such year) by the
number of full months of employment during the year of termination,
and dividing by 12, which amount shall be paid at the same time as
bonuses to active employees;
(iii) 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,
which shall be paid in accordance with the terms of such plans and
programs;
(iv) continued
health and welfare benefits (including group life, disability,
medical and dental benefits), in addition to that provided pursuant
to section 7(b)(iii), to the extent necessary to provide coverage
for the Officer for the Severance Period (as defined in section
7(c)). Such benefits shall be provided through the
purchase
of insurance, and shall be
equivalent to the health and welfare benefits (including
cost-sharing percentages)provided to active employees of the Bank
and the Holding Company (or any successor thereof) as from time to
time in effect during the Severance Period. Where the amount of
such benefits is based on salary, they shall be provided to the
Officer based on the highest annual rate of Current Salary achieved
by the Officer during the Employment Period. If the Officer had
dependent coverage in effect at the time of his termination of
employment, he shall have the right to elect to continue such
dependent coverage for the Severance Period. The benefits to be
provided under this paragraph (iv) shall cease to the extent that
substantially equivalent benefits are provided to the Officer
(and/or his dependents) by a subsequent employer of the
Officer;
(v) if
the Officer is age 55 or older at the end of the Severance Period,
he shall be entitled to elect coverage for himself and his
dependents under the Bank’s and the Holding Company’s
retiree medical and retiree life insurance programs. Such coverage,
if elected, shall commence upon the expiration of the Severance
Period, without regard to whether the Officer commences his pension
benefit at such time, and shall continue for the life of each of
the Officer and his spouse and for so long as any other of his
covered dependents remain eligible. The coverage and cost-sharing
percentage of the Officer and his dependents under such programs
shall be those in effect under such programs on the date of the
Officer’s termination of employment with the Bank or the
Holding Company, and shall not be adversely modified without the
Officer’s written consent; and
(vi) 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 sect