EXHIBIT 10.6(c)
Amended and Restated Outside Director Retirement Plan.
OUTSIDE DIRECTOR RETIREMENT PLAN
OF
FLUSHING SAVINGS BANK, FSB
(Amended and Restated Effective as of September 19, 2000)
1. Purpose. The purpose of the Outside Director Retirement Plan (the
"Plan") of Flushing Savings Bank, FSB (the "Bank") is to provide retirement
benefits to Outside Directors who have provided expertise in enabling the Bank
to experience successful growth and development. The Plan was adopted effective
February 21, 1995 and amended effective January 1, 1997 and March 21, 2000. This
amendment and restatement is effective September 19, 2000.
2. Definitions.
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(a) "Annual Retirement Benefit" means an amount equal to
the last annual retainer paid to the Outside Director
prior to his Termination Date, plus the total of
actual Board of Directors meeting fees (excluding
fees earned for committee meetings) paid to the
Outside Director by either the Bank or FFIC for the
twelve months immediately preceding his Termination
Date.
(b) "Cause" means termination for dishonesty or willful
misconduct involving moral turpitude.
(c) "Change of Control" means:
(i) the acquisition of all or substantially
all of the assets of the Bank or FFIC by any
person or entity, or by any persons or
entities acting in concert;
(ii) the occurrence of any event if, immediately
following such event, a majority of the
members of the Board of Directors of the
Bank or FFIC or of any successor corporation
shall consist of persons other than Current
Members (for these purposes, a "Current
Member" shall mean any member of the Board
of Directors of the Bank or FFIC as of the
Effective Date of the Plan and any successor
of a Current Member whose nomination or
election has been approved by a majority of
the Current Members then on the Board of
Directors);
(iii) the acquisition of beneficial ownership,
directly or indirectly (as provided in Rule
13d-3 under the Securities Exchange Act of
1934 (the "Act"), or any successor rule), of
25% or more of the total combined voting
power of all classes of stock of the Bank or
FFIC by any person or group deemed a person
under Section 13(d)(3) of the Act; or
(iv) approval by the stockholders of the Bank or
FFIC of an agreement providing for the
merger or consolidation of the Bank or FFIC
with another corporation where the
stockholders of the Bank or FFIC,
immediately prior to the merger or
consolidation, would not beneficially own,
directly or indirectly, immediately after
the merger or consolidation, shares
entitling such stockholders to 50% or more
of the total combined voting power of all
classes of stock of the surviving
corporation.
(d) "Disability" means inability to serve as a director
due to medically determinable physical or mental
impairment which can be expected to result in death
or which has lasted or can be expected to last for a
continuous period of not less than 12 months.
(e) "Effective Date" means the day on which the Plan
first became effective, February 21, 1995.
(f) "FFIC" means Flushing Financial Corporation, a
Delaware corporation.
(g) "Outside Director" means a person who is not an
employee of the Bank or any of its subsidiaries, and
who is elected or appointed to serve as a member of
the Board of Directors (or, prior to the Bank's
conversion to a stock form of ownership, the Board of
Trustees) of the Bank.
(h) "Participant" means an Outside Director who is
eligible to receive retirement benefits hereunder.
(i) "Surviving Spouse" means the lawful spouse of an
Outside Director on the date a benefit first becomes
payable in accordance with the Plan.
(j) "Termination Date" means the date of a Participant's
termination from service as a director of the Bank,
by retirement, resignation, discharge or otherwise.
(k) "Total Retirement Benefit" means the amount of a
Participant's Annual Retirement Benefit divided by 12
and multiplied by the lesser of (i) the number of
months the Participant has served as an Outside
Director, or (ii) 120 months.
3. Eligibility. Any person who has been elected and served as an
Outside Director for five years or more and whose years of service as an Outside
Director plus age equals or exceeds 55 shall be a Participant in the Plan. In
addition, any person who is an Outside Director at the time of a Change of
Control or who ceases to be an Outside Director by reason of Disability or death
shall be a Participant in the Plan without regard to age or service
requirements. Any Outside Director who has been removed for Cause regardless of
length of service shall not be a Participant in the Plan and shall have no
rights to benefits hereunder.
4. Annual Retirement Benefit. A Participant shall be paid an Annual
Retirement Benefit, in equal monthly installments commencing upon his
Termination Date, for the number of months equal to the lesser of: (i) the
number of months the Participant has served as an Outside Director, or (ii) 120
months. A Participant's years of service as an Outside Director of the Bank or
any predecessor of the Bank prior to the Effective Date of the Plan shall be
counted as years of service as an Outside Director.
5. Benefits upon Change of Control. Notwithstanding the provisions of
Section 4 hereof, a Participant whose Termination Date occurs on or after a
Change of Control shall be paid his entire benefit payable under this Plan in a
cash lump sum. If the Participant had completed at least two years of service as
an Outside Director as of his Termination Date, his benefit shall be the Annual
Retirement Benefit multiplied by ten. If the Participant had completed less than
two years of service as an Outside Director as of his Termination Date, his
benefit shall be the Total Retirement Benefit. The cash lump sum shall be paid
as soon as practicable, but not later than 30 days after the Participant's
Termination Date.
Notwithstanding the provisions of Section 4 hereof, a Participant whose
Termination Date occurred before a Change of Control shall be paid in a cash
lump sum the portion of his Total Retirement Benefit not previously paid to him.
The cash lump sum shall be paid as soon as practicable, but not later than 30
days after the date on which the Change of Control occurred.
6. Death of a Participant. If a Participant dies, then, except as
hereafter provided with respect to a Surviving Spouse, all benefits payable
hereunder shall cease and such Participant's beneficiaries, heirs or assigns
shall have no right to any benefit hereunder.
If a Participant dies with a Surviving Spouse, the Surviving Spouse
shall be paid, in equal monthly installments, commencing upon the first day of
the month following the Participant's death, the remaining monthly benefit
installments the Participant would have received under Section 4 if he had lived
to receive all such benefits payable to him under the Plan (or the Participant's
entire benefit if the Participant's Termination Date was due to his death).
However, in the event of a Change of Control, the remaining monthly
installments payable to a Surviving Spouse shall be paid in a cash lump sum, as
soon as practicable, but not later than 30 days after the occurrence of Change
of Control.
All payments hereunder shall cease upon the death of a Surviving
Spouse. If a Participant is predeceased by a Surviving Spouse, all benefits
shall cease upon the death of the Participant.
7. Limitation on Benefits. Notwithstanding any other provision of this
Plan, no benefits may be paid to a Participant if a formal cease and desist
order has been entered by the Office of Thrift Supervision or the Federal
Deposit Insurance Company that requires such Participant to cease participating
in the conduct of the affairs of the Bank.
8. Unfunded Arrangement. This Plan shall be an unfunded arrangement,
and shall not relate to any specific funds of the Bank. Payments of benefits due
under the Plan shall be made from the general assets of the Bank, and a
Participant or Surviving Spouse shall have only the rights of an unsecured
creditor of the Bank with respect thereto. Notwithstanding the foregoing, the
Bank shall have the right in its sole discretion to provide for the funding of
payments required to be made hereunder through a trust or otherwise.
9. Administration. This Plan shall be administered by the Board of
Directors of the Bank, who shall have full authority to interpret the Plan and
make all factual determinations necessary therefore. No member of the Board of
Directors shall be liable for any act done or determination made in good faith.
The construction and interpretation of any provision of the Plan by the Board of
Directors, and a determination by the Board of Directors of the amount of any
Participant's benefit under the Plan, shall be final and conclusive.
10. Amendment. The Board of Directors may amend, modify, suspend or
terminate this Plan at any time; provided, however, that any amendment,
modification, suspension or termination shall not affect the rights of
Participants to benefits which have accrued prior to the date of amendment.
11. Non-Alienation. No Outside Director (or Surviving Spouse or estate
of an Outside Director) shall have the power to transfer, assign, anticipate,
mortgage or otherwise encumber any rights or any amounts payable hereunder; nor
shall any such rights or payments be subject to seizure for the payment of any
debts, judgments, alimony, or separate maintenance, or be transferable by
operation of law in the event of bankruptcy, insolvency, or otherwise.
12. Governing Law. This Plan shall be governed by the laws of the
State of New York, without reference to conflicts of law principles.
