EXHIBIT 10.23
  FORM OF OUTSIDE DIRECTOR RESTRICTED STOCK UNIT AWARD GRANT LETTER

	 


	 	DATE OF GRANT


	 
	
DIRECTOR NAME & ADDRESS

Dear DIRECTOR NAME:

                 This letter sets forth the terms and conditions of the restricted stock units (“RSUs”) which

have been granted to you by Flushing Financial Corporation (the “Company”), in accordance

with the provisions of its 1996 Restricted Stock Incentive Plan (the “Plan”). You have

been granted NUMBER RSUs. Each RSU represents the right to receive one share of the Company’s Common Stock (“Common

Stock”) on the applicable vesting date for the RSU. Your award is subject to the terms and
conditions
set forth in the Plan, any rules and regulations adopted by the Board of Directors (the
“Board”),
and this letter. Any terms used in this letter and not defined herein have
the meanings set forth
in the Plan.

1.             Vesting of RSUs

	 


		(a)	Unless they vest on an earlier date as provided in paragraphs 3 or 4 below, none of your RSUs will

vest until DATE.
			 
		(b)	Unless they vest on an earlier date as provided in paragraphs 3 or 4 below, your RSUs will vest in
  installments as follows, provided that you are a director of the Company or its subsidiaries on each
  such date:
			 



	 	Vesting Date
	Cumulative Number

    of RSUs Vested

	 	DATE
	

	 	DATE
	

	 	DATE
	




		 	 
		(c)	You do not need to pay any purchase price to receive the RSUs granted to you by this letter.
			 
		(d)	You may not sell, transfer, assign or pledge your RSUs or any rights under this award. On or as soon

as practicable after the vesting date of an RSU, the Company will issue to you one share of Common

Stock for each of your RSUs vesting on such date. The Common Stock issued upon the vesting of your

RSUs will be fully transferable and not subject to forfeiture.


	 
	
2.             Dividends and Voting

	 


		(a)	At the time
      cash dividends are paid on the Common Stock, you will be entitled to receive
      a cash payment for each of your RSUs equal to the amount of the dividend
      paid on a share of Common Stock. 
		 	 
		(b)	You will
      have no voting rights or other rights as a shareholder with respect to your
      RSUs. 


	

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		(c)	The shares
      of Common Stock issued upon the vesting of your RSUs will have full voting
      and dividend rights and all other rights of a shareholder of the Company.


	 
	
3.             Termination of Service as
a Director

	 


		(a)	General.  Special rules apply to the vesting of your RSUs in the event of your death, disability, retirement,
or other termination of service as a director.
			 
		(b)	Death or Disability.  If your service as a director terminates by reason of death or Disability, all of your RSUs
will immediately vest. For this purpose, “Disability” means that you have been unable to
perform your duties as a director due to disability or incapacity, as determined by the Board of
Directors.
			 
		(c)	Retirement. Upon your Retirement from the Board of Directors, all of your RSUs will immediately vest. For purposes
of this provision, “Retirement” means termination of your service as a director other than
for Cause (as defined below), after at least five years of service as an Outside Director. For purposes
of this provision, “Cause” means termination of service for dishonesty or willful misconduct
involving moral turpitude.
			 
		(d)	Other Termination of Service.  If you cease to be a director of the Company or its subsidiaries for any reason other than death,
Disability, or Retirement, any of your RSUs which have not vested prior to the termination of your
service as a director will be forfeited.


	 
	
4.             Change of Control  

                Notwithstanding
the provisions of paragraph 1, upon the occurrence of a Change of Control, all of your RSUs will
vest immediately if you are a director of the Company or its subsidiaries at such time. In general,
a Change of Control will be deemed to have occurred if:

	 


		(a)	any person or group becomes the owner of (or obtains the right to acquire) 25% of the voting securities


of the Company or Flushing Savings Bank, FSB (the “Bank”);
			 
		(b)	there is a change in the composition of a majority of the Board of Directors of the Company or the


Bank which change was not approved by a majority of the Board of Directors as previously constituted;
			 
		(c)	any entity acquires all or substantially all of the assets of the Bank or the Company; or
			 
		(d)	the Company’s or the Bank’s shareholders approve a merger or consolidation with another company


where such shareholders would not own 50% or more of the surviving corporation.


	 
	
This description of a Change of Control is only a summary, and the definition contained in the Plan





is controlling.

5.             Administration of the Plan

                      
        The Plan is administered
        by the Board of Directors of the Company. The Board has authority to interpret
        the Plan, to adopt rules for administering the Plan, to decide all questions
        of fact arising under the Plan, and generally to make all other determinations
        necessary or advisable for administration of the Plan. All decisions and
        acts of the Board are final and binding on all affected Plan participants.

      6.            
        Adjustment in Certain Events

                      
        In the event of specified
        changes in the Company’s capital structure, the Board is required
        to make appropriate adjustment in the number and kind of shares authorized
        by the Plan, and the number and kind of shares




	

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       covered by outstanding awards.
        If adjustments are made under this provision, this letter will continue
        to apply to your RSU award as so adjusted.

7.             Amendment

                 The terms of this award cannot be amended except for any changes that may be required by the OTS. The
Plan and your RSUs are expressly subject to any terms and conditions that may be required by the
OTS.

                 The Plan is of unlimited duration, but may be amended, terminated or discontinued by the Board of Directors

at any time. However, no amendment, termination or discontinuance of the Plan (other than an amendment

or termination that may be required by the OTS) will unfavorably affect any RSUs previously granted

to you.

8.             Regulatory Compliance

                 Under the Plan, the Company is not required to deliver Common Stock (including upon the vesting of

RSUs) if such delivery would violate any applicable law or regulation or stock exchange requirement.

If required by any federal or state securities law or regulation, the Company may impose restrictions

on your ability to transfer shares received under the Plan.

*             *             *             *             *

                 This letter contains the formal terms and conditions of your award and accordingly should be retained


in your files for future reference.

	 


	 	Very truly yours,
		 
	 	Michael J. Hegarty
	 	President and Chief Executive Officer


	

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