ex10-6.htm


    Exhibit
10.6

    
 

    AMENDED
AND RESTATED

    EXECUTIVE
SUPPLEMENTAL RETIREMENT

    INCOME
AGREEMENT

    FOR

    JESUS
R. ADIA

    


    Flatbush
Federal Savings & Loan Association

    2146
Nostrand Avenue

    Brooklyn,
New York 11210

    


    


    


    Amended
and Restated Effective March 1, 2006

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    AMENDED
AND RESTATED

     

    EXECUTIVE
SUPPLEMENTAL RETIREMENT INCOME AGREEMENT

     

    This
Amended and Restated Executive Supplemental Retirement Income Agreement
(“Agreement”), effective as of this 1st day of March 2006, by and between
Flatbush Federal Savings & Loan Association, a federally chartered savings
association, hereinafter referred to as “Association” and Jesus R. Adia, a key
employee and executive hereinafter referred to as “Executive” updates and
revises the Executive Supplemental Retirement Income Agreement (the “Prior
Agreement”) in order to bring the Agreement into compliance with the final
treasury regulations issued under Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”) in April 2007.

     

    WITNESSETH:

     

    WHEREAS, Executive is employed
by the Association;

     

    WHEREAS, the Association
recognizes the valuable services heretofore performed for it by Executive and
wishes to encourage continued employment;

     

    WHEREAS, Executive wishes to
be assured that he will be entitled to a certain amount of additional
compensation for some definite period of time from and after his retirement from
active service with the Association and its affiliates or other termination of
his employment and wishes to provide his beneficiary with benefits from and
after his death;

     

    WHEREAS, the Association had
adopted the Prior Agreement to supplement the benefits otherwise available to
Executive under plans sponsored by the Association and its
affiliates;

     

    WHEREAS, Code Section 409A
requires that certain types of deferred compensation arrangements comply with
its terms or subject the recipients of such compensation to current taxes and
penalties; and

    


    WHEREAS, Final regulations
under Code Section 409A that were published in April 2007, and are generally
applicable for taxable years beginning on or after January 1, 2008, provide
additional rules and clarification for complying with Code Section 409A;
and

    


    WHEREAS, the Association and
the Executive desire to amend and restate the Prior Agreement in order to
conform with the requirements set forth in the final regulations under Code
Section 409A, and for certain other purposes; and

    


    WHEREAS, the parties hereto
wish to provide the terms and conditions upon which the Association shall pay
such additional compensation to Executive after his retirement or other
termination of his employment and/or death benefits to his beneficiary;
and

     

    WHEREAS, the parties hereto
intend that this Agreement be considered an unfunded arrangement, maintained
primarily to provide supplemental retirement income for Executive, a member of a
select group of management or highly compensated employee of the Association for
purposes of the Employee Retirement Income Security Act of 1974, as
amended;

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    WHEREAS, this Agreement is
intended to comply with Section 409A of the Internal Revenue Code;
and

     

    WHEREAS, the Agreement
controls all issues relating to the Supplemental Retirement Income Benefit as
described herein.

     

    NOW, THEREFORE, in
consideration of the mutual promises herein contained, the parties hereto agree
as follows:

     

    SECTION
I

     

    DEFINITIONS

     

    When used
herein, the following words shall have the meanings below unless the context
clearly indicates otherwise:

     

    
      	
               
      

            	
              1.1

            	
              “Act”
      means the Employee Retirement Income Security Act of 1974, as it may be
      amended from time to time.

            


    

     

    
      	
               
      

            	
              1.2

            	
              “Association”
      means Flatbush Federal Savings & Loan Association and any successor
      thereto.

            


    

     

    
      	
               
      

            	
              1.3

            	
              “Beneficiary”
      means the person or persons designated by Executive, in writing, as
      beneficiary to whom the share of a deceased Executive’s account is
      payable.  If no beneficiary is so designated, then Executive’s
      Spouse, if living, will be deemed the beneficiary.  If
      Executive’s Spouse is not living, then the Children of Executive will be
      deemed the beneficiary.  If there are no living Children, then
      the Estate of Executive will be deemed the
  beneficiary.

            


    

     

    
      	
               
      

            	
              1.4

            	
              “Cause”
      means personal dishonesty, willful misconduct, willful malfeasance, breach
      of fiduciary duty involving personal profit, intentional failure to
      perform stated duties, willful violation of any law, rule, regulation
      (other than traffic violations or similar offenses), or final
      cease-and-desist order, material breach of any provision of this
      Agreement, or gross negligence in matters of material importance to the
      Association.

            


    

     

    
      	
               
      

            	
              1.5

            	
              “Change
      in Control” of the Association shall mean (i) a change in ownership of the
      Association as defined under paragraph 1.5.1 below, or (ii) a change in
      effective control of the Association as defined under paragraph 1.5.2
      below, or (iii) a change in the ownership of a substantial portion of the
      assets of the Association as defined under paragraph 1.5.3
      below:

            


    

     

    
      	
               
      

            	
              1.5.1

            	
              Change in the ownership of the
      Association.  A change in the ownership of the
      Association shall occur on the date that any one person, or more than one
      person acting as a group (as defined in Final Treasury Regulation Section
      1.409A-3(i)(5)(v)(B) or subsequent guidance), acquires ownership of stock
      of the corporation that, together with stock held by such person or
      group,

            


    

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    constitutes
more than 50 percent of the total fair market value or total voting power of the
stock of such corporation.

     

    
      	
               
      

            	
              1.5.2

            	
              Change in the effective control
      of the Association.  A change in the effective control of
      the Association shall occur on the date that either (i) any one
      person, or more than one person acting as a group (as defined in Final
      Treasury Regulation Section 1.409A-3(i)(5)(vi)(D) or subsequent guidance),
      acquires (or has acquired during the 12-month period ending on the date of
      the most recent acquisition by such person or persons) ownership of stock
      of the corporation possessing 30 percent or more of the total voting power
      of the stock of such corporation; or (ii) a majority of members of the
      corporation’s board of directors is replaced during any 12-month period by
      directors whose appointment or election is not endorsed by a majority of
      the members of the corporation’s board of directors prior to the date of
      the appointment or election, provided that for purposes of this paragraph
      1.5.2(ii), the term corporation refers solely to a corporation for which
      no other corporation is a majority
shareholder.

            


    

     

    
      	
               
      

            	
              1.5.3

            	
              Change in the ownership of a
      substantial portion of the Association’s assets.  A
      change in the ownership of a substantial portion of the Association’s
      assets shall occur on the date that any one person, or more than one
      person acting as a group (as defined in Final Treasury Regulation Section
      1.409A-3(i)(5)(vii)(C) or subsequent guidance), acquires (or has acquired
      during the 12-month period ending on the date of the most recent
      acquisition by such person or persons) assets from the corporation that
      have a total gross fair market value equal to or more than 40 percent of
      the total gross fair market value of (i) all of the assets of the
      Association or (ii) the value of the assets being disposed of, either of
      which is determined without regard to any liabilities associated with such
      assets.

            


    

     

    
      	
               
      

            	
              1.5.4

            	
              Notwithstanding
      anything herein to the contrary, a Change in Control shall not be deemed
      to have occurred upon the conversion of Flatbush Federal Bancorp, Inc.’s
      mutual holding company parent to stock form, or in connection with any
      reorganization used to effect such a
conversion.

            


    

     

    
      	
               
      

            	
              1.5.5

            	
              Each
      of the sub-paragraphs 1.5.1 through 1.5.3 of this Section 1.5 shall be
      construed and interpreted consistent with the requirements of Final
      Treasury Regulations Section 1.409A-3(i)(5) or subsequent
      guidance.

            


    

     

    
      	
               
      

            	
              1.6

            	
              “Children”
      means Executive’s children, both natural and adopted, then living at the
      time payments are due the Children under this
  Agreement.

            


    

     

    
      	
               
      

            	
              1.7

            	
              “Disability”
      means any case in which a Participant: (i) is unable to engage in any
      substantial gainful activity by reason of any medically determinable
      physical or mental impairment which can be expected to result in death or
      can be expected to last for a continuous period of not less than 12
      months; or (ii) is, by reason of any medically determinable physical or
      mental impairment which can be expected
to

            


    

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    result in
death or can be expected to last for a continuous period of not less than 12
months, receiving income replacement benefits for a period of not less than 3
months under an accident and health plan covering employees of the Participant’s
employer.

     

    
      	
               
      

            	
              1.8

            	
              “Code”
      means the Internal Revenue Code of 1986 as amended from time to
      time.

            


    

     

    
      	
               
      

            	
              1.9

            	
              “Early
      Retirement Benefit” means the benefit payable to Executive upon Separation
      from Service after attainment of Executive’s sixtieth (60 th)
      birthday but prior to his Normal Retirement
  Date.

            


    

     

    
      	
               
      

            	
              1.10

            	
              “Early
      Retirement Date” means the first day of the month coincident with or next
      following Executive’s Separation from Service with the Association after
      attainment of age sixty (60).

            


    

     

    
      	
               
      

            	
              1.11

            	
              “Effective
      Date” shall be March 1, 2006.

            


    

     

    
      	
               
      

            	
              1.12

            	
              “Estate”
      means the Estate of Executive.

            


    

     

    
      	
               
      

            	
              1.13

            	
              “Interest
      Factor” means six percent (6%) or such other rate as is reasonably
      determined by the Board of Directors from time to
  time.

            


    

     

    
      	
               
      

            	
              1.14

            	
              “Normal
      Retirement Date” means the first day of the month coincident with or next
      following Executive’s sixty-fifth (65th)
      birthday.

            


    

     

    
      	
               
      

            	
              1.15

            	
              “Postponed
      Retirement Date” means the first day of the month coincident with or next
      following Executive’s Separation from Service with the Association after
      his Normal Retirement Date.

            


    

     

    
      	
               
      

            	
              1.16

            	
              “Separation
      from Service” shall mean, consistent with Code Section 409A(2)(a)(i), the
      Executive’s retirement or termination of employment.  No
      Separation from Service shall be deemed to occur due to military leave,
      sick leave or other bona fide leave of absence if the period of such leave
      does not exceed six months or, if longer, so long as the Executive’s right
      to reemployment is provided by law or contract.  If the leave
      exceeds six months and the Executive’s right to reemployment is not
      provided by law or by contract, then the Executive shall have a Separation
      from Service on the first date immediately following such six-month
      period.  Whether a Separation from Service has occurred is
      determined based on whether the facts and circumstances indicate that the
      Association and the Executive reasonably anticipated that no further
      services would be performed after a certain date or that the level of bona
      fide services the employee would perform after such date (whether as an
      employee or as an independent contractor) would permanently decrease to no
      more than 49% of the average level of bona fide services performed over
      the immediately preceding 36 months (or such lesser period of time in
      which the Executive performed services for the
      Association).  The determination of whether the Executive has
      had a Separation from Service shall be made by applying the presumptions
      set forth in the Treasury Regulations under Code Section
    409A.

            


    

     


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    


     

    
      	
               
      

            	
              1.17

            	
              “Specified
      Employee” means any Participant who also satisfies the definition of “key
      employee” as such term is defined in Code Section 416(i)(5) at any time
      during the 12-month period ending on a Specified Employee identification
      date.  In the event a Participant is a Specified Employee, no
      distribution shall be made to such Participant upon Separation from
      Service prior to the date which is six (6) months following Separation
      from Service.

            


    

     

    
      	
               
      

            	
              1.18

            	
              “Spouse”
      means the individual to whom Executive is legally married at the time of
      Executive’s death.

            


    

     

    
      	
               
      

            	
              1.19

            	
              “Supplemental
      Retirement Income Benefit” means an annual retirement benefit equal to
      twenty percent (20%) of Executive’s highest average annual base salary
      (over the consecutive 36 month period immediately preceding Executive’s
      termination of employment).

            


    

     

    
      	
               
      

            	
              1.20

            	
              “Survivor’s
      Benefit” means the benefit provided under Section 2.1 to Executive’s
      Beneficiary if Executive dies while in active employment of the
      Association.

            


    

     

    SECTION
II

    PRE RETIREMENT AND POST
RETIREMENT DEATH BENEFITS

     

    
      	
               
      

            	
              2.1

            	
              Death Prior to
      Separation from Service.  If Executive dies prior to
      Separation from Service, Executive’s Beneficiary shall be entitled to the
      Survivor’s Benefit.  Such benefit shall be paid monthly in one
      hundred eighty (180) equal installments.  The survivor’s benefit
      shall be equal to the Supplemental Retirement Income Benefit under Section
      1.19 determined, in the case of a pre-retirement death, as if Executive
      retired on his Normal Retirement Date and commenced receiving benefits at
      such time.  Notwithstanding anything to the contrary herein, the
      Survivor Benefit payable hereunder shall not be greater than the
      Supplemental Retirement Income Benefit that would have been payable to
      Executive at his Normal Retirement
Date.

            


    

     

    The
Survivor’s Benefit shall be payable in equal monthly installments for one
hundred eighty (180) months.  The first installment shall begin within
thirty (30) days following the date of death of Executive.

     

    
      	
               
      

            	
              2.2

            	
              Death Subsequent to
      Retirement.  In the event of the death of Executive while
      receiving monthly benefits under this Agreement, but prior to receiving
      one hundred eighty (180) equal monthly payments, the unpaid balance of
      such equal monthly payments shall continue to be paid monthly to
      Executive’s Beneficiary until the total of one hundred eighty (180) such
      payments have been made.  In the event Executive dies following
      his Normal Retirement Date, but before commencement of any payments, the
      Supplemental Retirement Income Benefit shall be paid to Executive’s
      Beneficiary in one hundred eighty (180) equal monthly payments commencing
      within thirty (30) days after the date of  Executive’s
      death.

            


    

     


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    SECTION
III

     

    SUPPLEMENTAL
RETIREMENT INCOME BENEFIT

     

    AND
DISABILITY BENEFIT

     

    
      	
               
      

            	
              3.1

            	
              Normal Retirement
      Benefit.  Upon Executive’s Separation from Service
      coincident with or following his Normal Retirement Date, the Association
      shall commence payments of the Supplemental Retirement Income
      Benefit.  Such payments shall commence the first day of the
      month next following Executive’s Separation from Service and shall be
      payable monthly thereafter for as long as Executive shall live, but not
      less than one hundred eighty (180) months.  In the event
      Executive is a Specified Employee, such payments will commence the first
      day of the seventh (7th)
      month next following Executive’s Separation from Service, with the amount
      of the first payment equaling seven (7) monthly installments and with the
      remainder payable monthly thereafter for as long as Executive shall live,
      with one hundred seventy-three (173) monthly payments
      guaranteed.

            


    

     

    
      	
               
      

            	
              3.2

            	
              Early Retirement
      Benefit  Upon the Executive’s Separation from Service
      with or following his Early Retirement Date but before his Normal
      Retirement Date, the Association shall pay an   Early
      Retirement Benefit equal to the Supplemental Retirement Income Benefit
      (“SRIB”) calculated under Section 1.19 and reduced by five percent (5%)
      for each full twelve month period that the Early Retirement Benefit is
      received before Executive’s Normal Retirement Date, measured from
      Executive’s Early Retirement Date and ending the day before his 65th
      birthday, as set forth below:

            


    

     

    
      
        
          	
                  Period
      Commencing

                	 
      
	
                  at Age

                	
                  % of SRIB

                
	
                  60

                	
                  75%

                
	
                  61

                	
                  80%

                
	
                  62

                	
                  85%

                
	
                  63

                	
                  90%

                
	
                  64

                	
                  95%

                


        

      

    

    


    Such
payments will commence on the first day of the month following Executive’s Early
Retirement Date and shall be payable monthly thereafter for as long as Executive
shall live, but not less than one hundred eighty (180) months.  In the
event Executive is a Specified Employee, such payments will commence the first
day of the seventh (7th) month
next following Executive’s Early Retirement Date (upon which the Executive will
Separate from Service), with the amount of the first payment equaling seven (7)
monthly installments and with the remainder payable monthly thereafter for as
long as Executive shall live, but not less than one hundred seventy-three (173)
months.

     


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    


     

    
      	
               
      

            	
              3.3

            	
              Disability.  If
      Executive becomes Disabled prior to reaching his Normal Retirement Date,
      while covered by the provisions of this Agreement, Executive shall be
      entitled to a Supplemental Disability Benefit commencing within thirty
      (30) days after a determination by the Board of Directors that the
      Executive is Disabled.  The Supplemental Disability Benefit
      shall be equal to the Supplemental Retirement Income Benefit (“SRIB”)
      calculated under Section 1.19 as if Executive retired on the date of his
      termination of employment due to Disability and reduced by five percent
      (5%) per year for each full twelve month period that such Disability
      occurs prior to Executive’s Normal Retirement
  Date:

            


    

     

    
      
        
          	
                  Disability
      Commencing

                	 
      
	
                  at Age

                	
                  % of SRIB

                
	
                  53

                	
                  40%

                
	
                  54

                	
                  45%

                
	
                  55

                	
                  50%

                
	
                  56

                	
                  55%

                
	
                  57

                	
                  60%

                
	
                  58

                	
                  65%

                
	
                  59

                	
                  70%

                
	
                  60

                	
                  75%

                
	
                  61

                	
                  80%

                
	
                  62

                	
                  85%

                
	
                  63

                	
                  90%

                
	
                  64

                	
                  95%

                


        

      

    

    


    In the
event Executive dies at any time after termination of employment due to
Disability but prior to commencement or completion of one hundred eighty (180)
monthly payments, the Association shall pay to Executive’s Beneficiary the
Supplemental Disability Benefit in monthly installments over one hundred eighty
(180) months or a continuation of the monthly installments for the remainder of
the one hundred eighty (180) month period.

     

    
      	
               
      

            	
              3.4

            	
              Change in
      Control.  In the event of Executive’s Separation from
      Service coincident with or within two (2) years following a Change in
      Control, other than due to termination for Cause, Executive shall be
      entitled to receive the full Supplemental Retirement Income Benefit as if
      Executive had continued in employment with the Association until he
      retired following his Normal Retirement
      Date.  The  Association, or its successor, shall
      commence payment of the Supplemental Retirement Income Benefit either at
      the Normal Retirement Date or within thirty (30) days after Executive’s
      Separation from Service.  In the event Executive is a Specified
      Employee, such payments will not commence prior to the first day of the
      seventh (7th)
      month next following Executive’s Separation from Service, if so required
      by Code Section 409A.

            


    

     


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    


     

    SECTION
IV

    EXECUTIVE’S RIGHT TO
ASSETS

     

    The
rights of Executive, any Beneficiary of Executive, or any other person claiming
through Executive under this Agreement, shall be solely those of an unsecured
general creditor of the Association.  Executive, the Beneficiary of
Executive, or any other person claiming through Executive, shall only have the
right to receive from the Association those payments as specified under this
Agreement.  Executive agrees that he, his Beneficiary, or any other
person claiming through him shall have no rights or interests whatsoever in any
asset of the Association, including any insurance policies or contracts which
the Association may possess or obtain to informally fund this
Agreement.  Any asset used or acquired by the Association in
connection with the liabilities it has assumed under this Agreement, except as
expressly provided, shall not be deemed to be held under any trust for the
benefit of Executive or his Beneficiaries, nor shall it be considered security
for the performance of the obligations of the Association.  It shall
be, and remain, a general, unpledged, and unrestricted asset of the Asset of the
Association.

     

    SECTION
V

    RESTRICTIONS UPON
FUNDING

     

    The
Association shall have no obligation to set aside, earmark or entrust any fund
or money with which to pay its obligations under this
Agreement.  Executive, his Beneficiaries or any successor in interest
to him shall be and remain simply a general creditor of the Association in the
same manner as any other creditor having a general claim for matured and unpaid
compensation.  The Association reserves the absolute right, at its
sole discretion, to either fund the obligations undertaken by this Agreement or
to refrain from funding the same and to determine the extent, nature, and method
of such informal funding.  Should the Association elect to fund this
Agreement, in whole or in part, through the purchase of life insurance,
disability policies or annuities, the Association reserves the absolute right,
in its sole discretion, to terminate such funding at any time, in whole or in
part.  At no time shall Executive be deemed to have any lien nor
right, title or interest in or to any specific funding investment or to any
assets of the Association.  If the Association elects to invest in a
life insurance, disability or annuity policy upon the life of Executive, then
Executive shall assist the Association by freely submitting to a physical
examination and supplying such additional information necessary to obtain such
insurance or annuities.

     

    SECTION
VI

    ALIENABILITY
AND ASSIGNMENT PROHIBITION

     

    Neither
Executive nor any Beneficiary under this Agreement shall have any power or right
to transfer, assign, anticipate, hypothecate, mortgage, commute, modify or
otherwise encumber in advance any of the benefits payable hereunder, nor shall
any of said benefits be subject to seizure for the payment of any debts,
judgments, alimony or separate maintenance owed by Executive or his Beneficiary,
nor be transferable by operation of law in the event of bankruptcy, insolvency
or otherwise.  In the event Executive or any Beneficiary attempts
assignment, communication, hypothecation, transfer or disposal of the benefits
hereunder, the Association’s liabilities shall forthwith cease and
terminate.

     


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    


     

    SECTION
VII

    TERMINATION OF EMPLOYMENT
FOR CAUSE

     

    Should
Executive be terminated for Cause, his benefits under this Agreement shall be
forfeited and this Agreement shall become null and void.

     

    SECTION
VIII

    ACT
PROVISIONS

     

    
      	
               
      

            	
              8.1

            	
              Named Fiduciary And
      Administrator.  The Association shall be the Named
      Fiduciary and Administrator of this Agreement.  As
      Administrator, the Association shall be responsible for the management,
      control and administration of the Agreement as established
      herein.  The Administrator may delegate to others certain
      aspects of the management and operational responsibilities of the
      Agreement, including the employment of advisors and the delegation of
      ministerial duties to qualified
individuals.

            


    

     

    
      	
               
      

            	
              8.2

            	
              Claims Procedure And
      Arbitration.  In the event that benefits under this
      Agreement are not paid to Executive (or to his Beneficiary in the case of
      Executive’s death) and such claimants feel they are entitled to receive
      such benefits, then a written claim must be made to the Administrator
      named above within thirty (30) days from the date payments are
      refused.  The Administrator and its Board of Directors shall
      review the written claim and, if the claim is denied, in whole or in part,
      they shall provide in writing within thirty (30) days of receipt of such
      claim their specific reasons for such denial, reference to the provisions
      of this Agreement upon which the denial is based and any additional
      material or information necessary to perfect the claim.  Such
      written notice shall further indicate the additional steps to be taken by
      claimants if a further review of the claim denial is
    desired.

            


    

     

    If
claimants desire a second review, they shall notify the Administrator in writing
within thirty (30) days of the first claim denial.  Claimants may
review the Agreement or any documents relating thereto and submit any issues, in
writing, and comments they may feel appropriate.  In its sole
discretion, the Administrator shall then review the second claim and provide a
written decision within thirty (30) days of receipt of such
claim.  This decision shall likewise state the specific reasons for
the decision and shall include reference to specific provisions of the Agreement
upon which the decision is based.

     

    If
claimants continue to dispute the benefit denial based upon completed
performance of the Agreement or the meaning and effect of the terms and
conditions thereof, then claimants may submit the dispute to mediation,
administered by the American Arbitration Association (“AAA”) (or a mediator
selected by the parties) in accordance with the AAA’s Commercial Mediation
Rules.  If mediation is not successful in resolving the dispute, it
shall be settled by arbitration administered by the AAA under its Commercial
Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may
be entered in any court having jurisdiction thereof.

     


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    If it is
finally determined that Executive  (or his Beneficiary) is entitled to
the benefits set forth under this Agreement, then all amounts that Executive (or
his Beneficiary) would have received up to the time of such final determination
shall be paid to Executive (or his Beneficiary) with interest (calculated using
the Interest Factor) within thirty (30) days after such final
determination.

     

    Where a
dispute arises as to the Association’s discharge of Executive for Cause, such
dispute shall likewise be submitted to arbitration as above described and the
parties hereto agree to be bound by the decision thereunder.

     

    All
reasonable legal fees paid or incurred by Executive pursuant to any dispute or
questions of interpretation relating to this Agreement shall be paid or
reimbursed by the Association.

     

    SECTION
IX

    MISCELLANEOUS

     

    
      	
               
      

            	
              9.1

            	
              No Effect on
      Employment Rights.  Nothing contained herein shall confer
      upon Executive the right to be retained in the service of the Association
      nor limit the right of the Association to discharge or otherwise deal with
      Executive without regard to the existence of this
    Agreement.

            


    

     

    
      	
               
      

            	
              9.2

            	
              Disclosure.  Executive
      shall receive a copy of his Agreement and the Administrator will make
      available, upon request, a copy of any rules and regulations that govern
      this Agreement.

            


    

     

    
      	
               
      

            	
              9.3

            	
              Governing
      Law.  The Agreement is established under, and will be
      construed according to, the laws of the State of New York, to the extent
      that such laws are not preempted by the Act and valid regulations
      published thereunder.

            


    

     

    
      	
               
      

            	
              9.4

            	
              Severability.  In
      the event that any of the provisions of this Agreement or portion thereof,
      are held to be inoperative or invalid by any court of competent
      jurisdiction, then: (1) insofar as is reasonable, effect will be given to
      the intent manifested in the provisions held invalid or inoperative, and
      (2) the validity and enforceability of the remaining provisions will not
      be affected thereby.

            


    

     

    
      	
               
      

            	
              9.5

            	
              Incapacity of
      Recipient.  In the event Executive is declared
      incompetent and a conservator or other person legally charged with the
      care of his person or of his estate is appointed, any benefits under the
      Agreement to which such Executive is entitled shall be paid to such
      conservator or other person legally charged with the care of his person or
      his Estate.  Except as provided above in this paragraph, when
      the Association’s Board of Directors in its sole discretion, determines
      that an Executive is unable to manage his financial affairs, the Board may
      direct the Association to make distributions to any person for the benefit
      of such Executive.

            


    

     

    
      	
               
      

            	
              9.6

            	
              Unclaimed
      Benefit.  Executive shall keep the Association informed
      of his current address and the current address of his
      Beneficiaries.  The Association shall not
  be

            


    

     


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    obligated
to search for the whereabouts of any person.  If the location of
Executive is not made known to the Association within three years after the date
on which any payment of Executive’s Supplemental Retirement Income Benefit may
be made, payment may be made as though Executive had died at the end of the
three-year period.  If, within one additional year after such
three-year period has elapsed, or, within three years after the actual death of
Executive, the Association is unable to locate any Beneficiary of Executive,
then the Association may fully discharge its obligation by payment to the
Estate.

     

    
      	
               
      

            	
              9.7

            	
              Limitations on
      Liability.  Notwithstanding any of the preceding
      provisions of the Agreement, neither the Association, nor any individual
      acting as an employee or agent of the Association or as a member of the
      Board of Directors shall be liable to Executive, former Executive, or any
      other person for any claim, loss, liability or expense incurred in
      connection with the Agreement, other than for payment of sums provided for
      in this Agreement.

            


    

     

    
      	
               
      

            	
              9.8

            	
              Gender.  Whenever,
      in this Agreement, words are used in the masculine or neuter gender, they
      shall be read and construed as in the masculine, feminine or neuter
      gender, whenever they should so
apply.

            


    

     

    
      	
               
      

            	
              9.9

            	
              Affect on Other
      Corporate Benefit Agreements.  Nothing contained in this
      Agreement shall affect the right of Executive to participate in, or be
      covered by, any qualified or non-qualified pension, profit sharing, group,
      bonus or other supplemental compensation or fringe benefit agreement
      constituting a part of the Association’s existing or future compensation
      structure.

            


    

     

    
      	
               
      

            	
              9.10

            	
              Headings.  Headings
      and sub-headings in this Agreement are inserted for reference and
      convenience only and shall not be deemed a part of this
      Agreement.

            


    

     

    
      	
               
      

            	
              9.11

            	
              Establishment of Rabbi
      Trust.  The Association may, but is not obligated to,
      establish a rabbi trust into which the Association may contribute assets
      which shall be held therein, subject to the claims of the Association’s
      creditors in the event of the Association’s “Insolvency” as defined in the
      agreement which establishes such rabbi trust, until the contributed assets
      are paid to Executives and their Beneficiaries in such manner and at such
      times as specified in this Agreement.  In the event a rabbi
      trust is established, it is the intention of the Association to make
      contributions to the rabbi trust to provide the Association with a source
      of funds to assist it in meeting the liabilities of this
      Agreement.  The rabbi trust and any assets held therein shall
      conform to the terms of the rabbi trust agreement, which has been
      established in conjunction with this Agreement.  To the extent
      the language in this Agreement is modified by the language in the rabbi
      trust agreement, the rabbi trust agreement shall supersede this
      Agreement.  Any contributions to the rabbi trust shall be made
      during each year of the Agreement in accordance with the rabbi trust
      agreement.  The amount of such contribution(s) shall be equal to
      the full present value of all benefit accruals under this Agreement, if
      any, less:  (i) previous contributions made on behalf of
      Executive to the rabbi trust, and (ii) earnings to date on all such
      previous contributions.  Notwithstanding anything to the
      contrary herein, in the event of a

            


    

     


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    Change in
Control, a rabbi trust shall be established, if not previously established, and
the present value of the full Supplement Retirement Income Benefit, less any
amount previously contributed, shall be contributed to the rabbi trust within
thirty (30) days of the Change in Control.

     

    
      	
               
      

            	
              9.12

            	
              Tax
      Withholding.  Any distribution under this Agreement shall
      be reduced by the amount of any taxes required to be withheld from such
      distribution.  This Agreement shall permit the acceleration of
      the time or schedule of a payment to pay employment related taxes as
      permitted under Treasury regulation Section 1.409A-3(j) or to pay any
      taxes that may become due at any time that the arrangement fails to meet
      the requirements of Code Section 409A and the regulations and other
      guidance promulgated thereunder.  In the latter case, such
      payments shall not exceed the amount required to be included in income as
      the result of the failure to comply with the requirements of Code Section
      409A.

            


    

     

    
      	
               
      

            	
              9.13

            	
              Tax
      Compliance.  This Agreement is
      adopted following the enactment of Code Section 409A and is intended to be
      construed consistent with the requirements of that Section, the Treasury
      regulations and other guidance issued thereunder.  If any
      provision of the Agreement shall be determined to be inconsistent
      therewith for any reason, then the Agreement shall be construed, to the
      maximum extent possible, to give effect to such provision in a manner that
      is consistent with Code Section 409A, and if such construction is not
      possible, as if such provision had never been included.  In the
      event that any of the provisions of this Agreement or portion thereof are
      held to be inoperative or invalid by any court of competent jurisdiction,
      then: (1) insofar as is reasonable, effect will be given to the intent
      manifested in the provisions held to be invalid or inoperative, and (2)
      the invalidity and enforceability of the remaining provisions will not be
      affected thereby.

            


    

     

    
      	
               
      

            	
              9.14

            	
              Acceleration of
      Payments.  Except as specifically permitted herein or in
      other sections of this Agreement, no acceleration of the time or schedule
      of any payment may be made hereunder.  Notwithstanding the
      foregoing, payments may be accelerated hereunder by the Association, in
      accordance with the provisions of Treasury Regulation Section
      1.409A-3(j)(4) and any subsequent guidance issued by the United States
      Treasury Department.  Accordingly, payments may be accelerated,
      in accordance with requirements and conditions of the Treasury Regulations
      (or subsequent guidance) in the following circumstances: (i) as a result
      of certain domestic relations orders; (ii) in compliance with ethics
      agreements with the Federal government; (iii) in compliance with ethics
      laws or conflicts of interest laws; (iv) in limited cash-outs (but not in
      excess of the limit under Code Section 402(g)(1)(B)); (v) in the case of
      certain distributions to avoid a non-allocation year under Code Section
      409(p); (vi) to apply certain offsets in satisfaction of a debt of the
      Executive to the Association; (vii) in satisfaction of certain bona fide
      disputes between the Executive and the Association; or (viii) for any
      other purpose set forth in the Treasury Regulations and subsequent
      guidance.

            


    

     


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    


     

    SECTION
X

    NON-COMPETITION AFTER NORMAL
RETIREMENT

     

    
      	
               
      

            	
              10.1

            	
              Non-Compete
      Clause.  Except as stated in the second paragraph of this
      subsection, Executive expressly agrees that, as consideration for the
      agreements of the Association contained herein and as a condition to the
      performance by the Association of its obligations hereunder, throughout
      the entire period beginning at the time of termination of employment until
      the final payment is made to Executive, as provided herein, he will not,
      without the prior written consent of the Association, engage in, become
      interested, directly or indirectly, as a sole proprietor, as a partner in
      a partnership, or as a substantial shareholder in a corporation, nor
      become associated with, in the capacity of an employee, director, officer,
      principal, agent, trustee or in any other capacity whatsoever, any
      enterprise conducted in any city, town or county in which the Association
      maintains an office at the time of Executive’s termination of employment,
      which enterprise is, or may deemed to be, competitive with any business
      carried on by the Association as of the date of the termination of
      Executive’s employment or his
retirement.

            


    

     

    In the
event Executive’s termination follows a Change in Control or other material
change in the Association‘s structure or business activities, Executive shall be
entitled to his Supplemental Retirement Income Benefit, whether or not he enters
into an arrangement that is deemed to be competitive with Flatbush Federal
Bancorp, Inc. and/or the Association.

     

    
      	
               
      

            	
              10.2

            	
              Breach.  In
      the event of any breach by Executive of the agreements and covenants
      contained herein, the Board of Directors of the Association shall direct
      that any unpaid balance of any payments to Executive under this Agreement
      be suspended, and shall thereupon notify Executive of such suspensions, in
      writing.  Thereupon, if the Board of Directors of the
      Association shall determine that said breach by Executive has continued
      for a period of six (6) months following notification of such suspension,
      all rights of Executive and his Beneficiaries under this Agreement,
      including rights to further payments hereunder, shall thereupon
      terminate.

            


    

     

    SECTION
XI

    AMENDMENT/REVOCATION

     

    
      	
               
      

            	
              11.1

            	
              Amendment.  This
      Agreement shall not be amended or modified at any time without the mutual
      written consent of Executive and the Association, and such mutual consent
      shall be required even if Executive is no longer employed by the
      Association.

            


    

     

    
      	
               
      

            	
              11.2

            	
              Revocation.  Subject
      to the requirements of Code Section 409A, in the event of complete
      termination of the Agreement, the Agreement shall cease to operate and the
      Bank shall pay out to the Executive his benefit as if the Executive had
      Separated from Service as of the effective date of the complete
      termination; provided, however, in the event of a termination of the
      Agreement pursuant to Section 11.2(b) below,
the

            


    

     


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    Executive
will be entitled to his full Supplemental Retirement Income Benefit in
accordance with Section 3.4 of the Agreement.  Such complete
termination of the Agreement shall occur only under the following circumstances
and conditions:

     

    
      	
               
      

            	
              (a)

            	
              The
      Administrator may terminate the Agreement within 12 months of a corporate
      dissolution taxed under Code Section 331, or with approval of a bankruptcy
      court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts
      deferred under the Agreement are included in the Executive’s gross income
      in the latest of (i) the calendar year in which the Agreement terminates;
      (ii) the calendar year in which the amount is no longer subject to a
      substantial risk of forfeiture; or (iii) the first calendar year in which
      the payment is administratively
practicable.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Board may terminate the Agreement within the 30 days preceding a Change in
      Control (but not following a Change in Control), provided that the
      Agreement shall only be treated as terminated if all substantially similar
      arrangements sponsored by the Association are terminated so that the
      Executive and all participants under substantially similar arrangements
      are required to receive all amounts of compensation deferred under the
      terminated arrangements within 12 months of the date of the termination of
      the arrangements.

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      Board may terminate the Agreement provided that (i) the termination and
      liquidation does not occur proximate to a downturn in the financial health
      of the Association, (ii) all arrangements sponsored by the Association
      that would be aggregated with this Agreement under Treasury Regulations
      Section 1.409A-1(c) if the Executive covered by this Agreement was also
      covered by any of those other arrangements are also terminated; (iii) no
      payments other than payments that would be payable under the terms of the
      arrangement if the termination had not occurred are made within 12 months
      of the termination of the arrangement; (iv) all payments are made within
      24 months of the termination of the arrangements; and (v) the Association
      does not adopt a new arrangement that would be aggregated with any
      terminated arrangement under Treasury Regulations Section 1.409A-1(c) if
      the Executive participated in both arrangements, at any time within three
      years following the date of termination of the
  arrangement.

            


    

    


    SECTION
XII

    EXECUTION

     

    
      	
               
      

            	
              12.1

            	
              This
      Agreement sets forth the entire understanding of the parties hereto with
      respect to the transactions contemplated hereby, and any previous
      agreements or understandings between the parties hereto regarding the
      subject matter hereof are merged into and superseded by this
      Agreement.

            


    

     

    
      	
               
      

            	
              12.2

            	
              This
      Agreement shall be executed in triplicate, each copy of which, when so
      executed and delivered, shall be an original, but all three copies shall
      together constitute one and the same
instrument.

            


    

     


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties have caused this Agreement to be executed on the day and date first
above written.

     

    


    
      	
              ATTEST:

            	 
      	
              FLATBUSH
      FEDERAL SAVINGS & LOAN ASSOCIATION

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              /s/
      Patricia A. McKinley

            	 
      	
              By:

            	
              /s/
      John Lotardo

            
	
              Secretary

            	 
      	 
      	
              Print
      name    
            Title

            
	 
      	 
      	 
      	
              John
      Lotardo, EVP

            
	 
      	 
      	 
      	 
      
	
              WITNESS:

            	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              /s/
      Donna Buencamino

            	 
      	
              /s/
      Jesus R. Adia

            
	 
      	 
      	
              Executive

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


    

    



    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    AMENDED
AND RESTATED

     

    EXECUTIVE
SUPPLEMENTAL RETIREMENT INCOME AGREEMENT

     

    BENEFICIARY
DESIGNATION

     

    Executive,
Jesus R. Adia, under the terms of a certain Amended and Restated Executive
Supplemental Retirement Income Agreement by and between him and FLATBUSH FEDERAL
SAVINGS & LOAN, Brooklyn, New York, dated _________, __, 2008, hereby
designates the following Beneficiary to receive any guaranteed payments or death
benefits under such Agreement, following his death:

     

    
      	
              PRIMARY
      BENEFICIARY:

            	
              ________________________

            


    

     

    
      	
              SECONDARY
      BENEFICIARY:

            	
              ________________________

            


    

     

    This
Beneficiary Designation hereby revokes any prior Beneficiary Designation which
may have been in effect.

     

    Such
Beneficiary Designation is revocable.

     

    DATE:
__________________, 20__

    


    
 

    


    
      	 
      	 
      	 
      
	
              (WITNESS)

            	 
      	
              (EXECUTIVE)

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              (WITNESS)