EXHIBIT 10.26
  FORM OF EMPLOYEE RESTRICTED STOCK UNIT AWARD GRANT LETTER

	 


	 	DATE OF GRANT


	 
	
EMPLOYEE NAME & ADDRESS

Dear EMPLOYEE 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 an employee or director of the Company or its subsidiaries
on each such date:
			 


	Vesting Date	Cumulative Number

      of RSUs Vested
	DATE
	

	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. 
		 	 
		(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.


	

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      3.            
        Termination of Employment

                      
        (a)           General.
         Special rules apply to the vesting of your RSUs in the event of
        your death, disability, retirement, or other termination of employment.

                      
        (b)           Death
        or Disability.  Notwithstanding the provisions of paragraph 1,
        if your employment 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 the essential functions of
        your employment (or, if you have retired and are serving as a director,
        are unable to perform the essential functions of that position) due to
        disability or incapacity for 270 consecutive days or such lesser period
        as may be determined by the Board (upon recommendation of the Committee).
        In the event of your death, the Common Stock issuable upon the vesting
        of your RSUs will be delivered to the executor or administrator of your
        estate.

                      
        (c)           Retirement.
        Notwithstanding the provisions of paragraph 1, if your employment
        terminates by reason of Retirement, all of your RSUs will immediately
        vest. For purposes of this provision, “Retirement” means termination
        of employment with the Company or its subsidiaries at a time when you
        are eligible to retire under a retirement program of the Company or one
        of its subsidiaries or as otherwise determined by the Board upon recommendation
        of the Committee.

                      
        (d)           Other
        Termination of Employment.  If your employment terminates for
        any reason other than death, Disability, or Retirement, any of your RSUs
        which have not vested prior to your termination of employment will be
        forfeited.

                      
        (e)           Acceleration
        of Vesting.  If permitted by the OTS, the Board (upon recommendation
        of the Committee) may, in its discretion, exercised before or after your
        termination of employment, declare all or any portion of your RSUs immediately
        vested.

                      
        (f)            Board
        Determinations. The Board shall have absolute discretion to determine
        the date and circumstances of termination of your employment, and its
        determination shall be final, conclusive and binding upon you.

      4.            
        Change of Control  

                      
        (a)           In
        general, a Change of Control will be deemed to have occurred if:

    
	 


	 	                                 (i)            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”);
		 
	 	                                 (ii)           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;
		 
	 	                                 (iii)          any entity acquires all or substantially


all of the assets of the Bank or the Company; or
		 
	 	                                 (iv)          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.
	 	 
	                
      (b)           Notwithstanding
      the provisions of paragraph 1, upon the occurrence of a Change of Control,
      all of your RSUs will vest immediately if you are an employee or director
      of the Company or its subsidiaries at such time.


	

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      5.            
        Income Tax Withholding

                 You must make arrangements satisfactory to the Company to satisfy any applicable federal, state, or
local withholding tax liability arising with respect to your RSUs. You can either make a cash payment
to the Company of the required amount or you can elect to satisfy your withholding obligation by
having the Company retain Common Stock having a value equal to the amount of your withholding obligation
from the shares otherwise deliverable to you upon the vesting of such RSUs. If you fail to satisfy
your withholding obligation in a time and manner satisfactory to the Company, the Company shall have
the right to withhold the required amount from your salary or other amounts payable to you.

                 Any election to have shares withheld must be made on or before the vesting date of your RSUs. A copy
of the withholding election form is attached along with instructions.

                 The amount of withholding tax retained by the Company or paid by you to the Company will be paid to
the appropriate federal, state and local tax authorities in satisfaction of the withholding obligations
under the tax laws. The total amount of income you recognize and tax withheld with respect to your
RSUs will be reported on your Form W-2 in the year in which you recognize income with respect to
that portion of the award. Whether you owe additional tax will depend on your overall taxable income
for the applicable year and the total tax remitted for that year through withholding or by estimated
payments.

6.             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.

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

8.             Amendment

                 The Board (upon recommendation of the Compensation Committee) may from time to time amend the terms
of this award in accordance with the terms of the Plan in effect at the time of such amendment, but
no amendment which is unfavorable to you can be made without your written consent (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.

9.             Effect on Other Benefits

                 Income recognized by you as a result of the grant or vesting of RSUs or the receipt of dividend-equivalents
on your RSUs will not be included in the formula for calculating benefits under the Company’s
other benefit plans.



	

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10.          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.

*             *             *             *             *

                 If you have any questions regarding your grant of RSUs or would like to obtain additional information
about the Plan or its administration, please contact the Company’s Senior Vice President/Human
Resources, Flushing Financial Corporation, 1979 Marcus Avenue, Suite E140, Lake Success, New York
11042 (telephone (718) 961-5400). 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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