Exhibit 10.6 Amended and
Restated Employment Agreement between Flushing Savings Bank, FSB
and Maria A. Grasso
FLUSHING SAVINGS BANK, FSB
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
AMENDED
AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) entered
into as of December 5, 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 Maria A.
Grasso, residing at (address) (“Officer”).
WITNESSETH :
WHEREAS,
the Bank and the Officer are parties to an Employment Agreement
dated as of May 1, 2006 (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 her 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 her 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 Executive Vice
President/Chief Operating Officer of the Bank. During the
Employment Period, the Officer shall: (a) devote her 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 her 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 her 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) $305,000 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 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 her
failure to take a vacation, nor shall she 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 Nassau County or 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 her
principal place of employment, with a private office, stenographic
services and other support services and facilities consistent with
her position with the Bank and necessary or appropriate in
connection with the performance of her duties under this Agreement.
The Bank shall reimburse the Officer for her ordinary and necessary
business expenses, including, without limitation, travel and
entertainment expenses, incurred in connection with the performance
of her 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:
(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:
(A)
the
failure of the Bank to elect or to reelect the Officer to serve as
its Executive Vice President/Chief Operating Officer, 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 her position with the Bank within sixty days following written
notice thereof from the Officer;
(C) the
failure of the Bank to maintain the Officer’s principal place
of employment at its offices in Nassau County or Queens County, New
York or at such other location upon which the Bank 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); 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;
(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
(F) after
a Change of Control (as defined in Section 10), the failure of any
successor company to the Bank to assume this Agreement.
(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
(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;
then the Bank 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
under circumstances described in section 7(a), the Bank shall pay
and provide to the Officer:
(i) her
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 her 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) (A) if the
Officer’s termination of employment occurs after a Change of
Control, a pro rata portion of her 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 days of
termination; or (B) if the
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Officer’s termination of employment occurs
prior to a Change of Control, a pro rata portion of her 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 she 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;
(iii) the
benefits, if any, to which she 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;
(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) a
