Exhibit 10.1 Form of Amended
and Restated Employment Agreements between Flushing Savings Bank,
FSB and Certain Officers
FLUSHING SAVINGS BANK, FSB
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
AMENDED
AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) entered
into as of December 8, 2008, by and between Flushing Savings Bank,
FSB, a savings bank organized and existing under Federal law and
having its executive offices at 1979 Marcus Avenue, Suite E140,
Lake Success, New York 11042 (the “Bank”), and (name
and address of officer) (“Officer”).
WITNESSETH :
WHEREAS,
the Bank and the Officer are parties to an Employment Agreement
dated as of (date of prior agreement) (the “Original
Employment Agreement”); and
WHEREAS,
the Bank considers the availability of the Officer’s services
to be important to the successful management and conduct of the
Bank’s business and desires to secure for itself the
availability of his services; and
WHEREAS,
for purposes of securing for the Bank the Officer’s services,
the Board of Directors of the Bank (“Board”) has
authorized the proper officers of the Bank 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 Bank
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 Bank and the
Officer hereby agree as follows:
Section
1.
Employment .
The
Bank 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.
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 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.
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(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 Bank 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 Bank 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 Bank,
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 Bank shall terminate on
the date on which the Officer’s employment with Flushing
Financial Corporation terminates.
Section
3.
Title and Duties .
On
the date on which the Employment Period commences, the Officer
shall hold the position of (title) of the Bank. 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 Bank and use his best
efforts to advance the Bank’s interests, 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 have such authority as is necessary or appropriate to carry
out his duties under this Agreement.
Section
4.
Compensation .
In
consideration for services rendered by the Officer under this
Agreement:
(a)
The
Bank shall pay to the Officer a salary at an annual rate equal to
the greater of (i) (amount) 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 Bank’s customary payroll practices.
(b)
The
Officer shall be eligible to participate in any bonus plan
maintained by the Bank for its officers and employees.
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 Bank and be
entitled to participate in
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and receive benefits under the
Bank’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 Bank 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 Bank’s customary practices.
(b)
The
Bank 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 Bank 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 Bank, 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 Bank 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 Bank.
Section
6.
Working Facilities and Expenses .
The
Officer’s principal place of employment shall be at the
offices of the Bank in Queens County, New York or at such other
location upon which the Bank and the Officer may mutually agree.
The Bank 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 Bank and necessary or appropriate in connection with the
performance of his duties under this Agreement. The Bank 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 Bank of an itemized
account of such expenses in such form as the Bank may reasonably
require. Such reimbursements shall be made in accordance with Bank
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).
Section
7.
Termination with Bank Liability .
(a)
In the
event that the Officer’s employment with the Bank shall
terminate during the Employment Period on account of:
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(i)
the
Officer’s voluntary resignation from employment with the Bank
within one year following an event that constitutes “Good
Reason,” which is defined as:
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(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;
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(B)
the
failure of the Bank to cure a material adverse change made by the
Bank in the Officer’s functions, duties, or responsibilities
in his position with the Bank within sixty days following written
notice thereof from the Officer;
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(C)
the
failure of the Bank 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 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); provided, however, that such
failure shall not constitute Good Reason until the earlier of 30
days after any determination by the Board that the Employment
Period shall not be so extended or August 1 of such
year;
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(E)
the
failure of the Bank to cure a material breach of this Agreement by
the Bank within sixty days following written notice thereof from
the Officer; or
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(F)
after a
Change of Control (as defined in Section 10), the failure of any
successor company to the Bank to assume this Agreement.
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(ii)
the discharge of the
Officer by the Bank for any reason other than (A) for
“Cause” as defined in section 8(b) or (B) the
Officer’s death or “Disability” as defined in
section 9(a); or
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(iii)
the Officer’s voluntary
resignation from employment with the Bank for any reason within the
sixty day period commencing six months following a Change of
Control as defined in section 10;
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then the Bank shall provide the
benefits and pay to the Officer as liquidated damages the amounts
provided for under section 7(b).
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(b)
Upon
the termination of the Officer’s employment with the Bank
under circumstances described in section 7(a), the Bank shall pay
and provide to the Officer:
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(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;
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(ii)
(A) 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 full months of
employment during the year of termination, and dividing by 12,
which amount shall be paid within thirty
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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 for such
year are paid to active employees;
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(iii)
the benefits, if any, to
which he is entitled as a former employee under 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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(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
(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
annua
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