NON-COMPETlTION AGREEMENT
This
Non-competition
Agreement (this "Agreement") is entered into as
of
December 20, 2005 by and between William M.
Gilfillan, residing at 25 Sunnywoods
Drive, Huntington Station, New York, 11746 (the "Executive") and Flushing
Financial Corporation, a Delaware corporation ("FFC").
Terms not defined herein
shall have the meanings ascribed to them in
the Merger Agreement.
W I T N E S S E T H:
WHEREAS,
pursuant to an
Agreement and Plan of Merger, dated as of December
20, 2005 (the "Merger Agreement"), by and between FFC and Breezy,
a Delaware
corporation ("Breezy"), Breezy will merge
with and into FFC (the "Merger");
WHEREAS,
the Merger Agreement
provides that
subsequent to consummation of
the Merger, Breezy Bank shall be merged
with and into FFC Savings Bank, FSB;
WHEREAS,
Section
6.11
of the Merger Agreement requires that a
Non-competition agreement be executed and
delivered by each of the Executive and
FFC as a condition precedent to the
consummation of the Merger;
WHEREAS,
the parties hereto
recognize and
acknowledge that this Agreement
is necessary to protect the business and
goodwill acquired by
FFC in connection
with the Merger,
WHEREAS,
Breezy and the
Executive are parties to an Employment Agreement,
dated as of December 15, 2004 (the "Employment Agreement") pursuant to which
Executive has agreed not to compete within a 25-mile radius of any office of
Breezy and Breezy Bank; and
WHEREAS,
in connection with the
Merger, the Employment
Agreement shall be
amended and the Executive, FFC and Breezy shall enter into a
Settlement Letter,
which among other things, shall provide for
the execution of this Agreement.
NOW, THEREFORE,
in consideration of
the mutual covenants contained herein,
and for other good and valuable
consideration, including the payments to be made
to the Executive pursuant to Section 6 of this Agreement, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Non-competition. For a period of two years after
the Effective Time of
the Merger (the "Effective Date"), the Executive shall not,
without the prior
written consent of FFC, directly or
indirectly, whether or not for compensation,
engage or invest in, own, manage, operate,
finance, control, or participate in
the ownership, management, operation, financing, or control
of, be employed by,
associated with, or in any manner
connected with, lend
Executive's name or any
similar name to, lend Executive's credit to, or render services or advice to,
any business, including a savings bank,
savings and loan
association,
savings
and loan holding company, bank, bank holding company, mortgage company or
similar type financial institution, or any direct or indirect
subsidiary
or
affiliate of such entity, whose products or activities
compete in whole or
in
part with the products or activities of FFC or its subsidiaries within a
<page>
twenty-five (25) mile radius of the
offices of FFC or any
of its
subsidiaries
(the "Noncompete Area"), provided, however, that the Executive may
purchase or
otherwise acquire up to (but not more than) five percent of any class of
securities of any enterprise (but without otherwise participating in the
activities of such enterprise) if such securities are
listed on any national or
regional securities exchange or have been
registered under Section 12(g) of the
Securities Exchange Act of 1934. The Executive agrees that this covenant is
reasonable with respect to its duration,
geographical
area, and scope. In
the
event of a breach by the Executive of any covenant set forth in this
Section 1
of this Agreement, the term of such covenant will be
extended by the period of
the duration of such breach;
2.
Nonsolicitation. The
Executive will not, directly or indirectly, either
for himself or any other Person, (i) induce
or attempt to induce any employee of
FFC to leave the employ of FFC, (ii) in any
way interfere with the
relationship
between FFC and any employee of FFC,
(iii) employ, or otherwise engage as an
employee, independent contractor, or otherwise, any employee of FFC, or (iv)
induce or attempt to induce any customer, supplier, licensee, or business
relation of FFC to cease doing business with FFC, or in any way
interfere with
the relationship between any customer,
supplier, licensee, or
business relation
of FFC. The Executive will not,
directly or
indirectly,
either for himself
or
any other Person (which term shall include an individual, trust, estate,
corporation, limited liability company, savings bank, savings and loan
association,
