Agreement dated as of October 24, 2019 between Flushing Bank (the Bank), and Douglas C. Manditch (Consultant), to become effective upon, and expressly subject to, the Closing (as hereinafter defined).
W I T N E S S E T H:
WHEREAS, pursuant to the terms of that certain Agreement and Plan of Merger, by and among Empire Bancorp, Inc., a New York corporation (Empire), Lighthouse Acquisition Co., Inc., a New York corporation and a special-purpose, wholly owned subsidiary of Parent (the Merger Sub), and Flushing Financial Corporation, a Delaware corporation and the parent company to the Bank (Parent), dated as of October 24, 2019 (the Merger Agreement), Merger Sub will merge with and into Empire, and immediately thereafter, Empire will merge with and into Parent, with Parent being the surviving corporation;
WHEREAS, Consultant is an employee of Empire and currently serves as its Chief Executive Officer and Secretary, as well as Chairman of Empires board of directors;
WHEREAS, for purposes of securing Consultants services for the Bank, the Board of Directors of Parent has authorized the proper officers of the Bank to enter into a consulting agreement with Consultant on the terms and conditions set forth herein, expressly contingent upon and subject to the closing of the transactions contemplated by the Merger Agreement (the Closing); and
WHEREAS, Consultant is willing to make his services available to the Bank on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the above premises and the following mutual covenants and conditions, the parties agree as follows:
1. Term. The term of this Agreement shall become effective upon the Closing and shall end on the third anniversary of the Closing, unless the Agreement is extended on terms mutually acceptable to the Bank and Consultant or terminated earlier as provided in Section 10.
2. Services. During the term of this Agreement, the Bank shall retain Consultant as a consultant to the Bank and Consultant shall perform the services as described in Appendix A entitled Services To Be Performed, which is attached hereto and made a part of this Agreement.
3. Compensation. It is anticipated that Consultant will provide consulting services to the Bank for approximately 36 months during the term of this Agreement, for which the Bank will pay Consultant a retainer of $16,666.66 per month for the period from the Closing through the third anniversary of the Closing. Consultant shall maintain accurate and complete records as to time spent in performance of services hereunder.