Exhibit 10.28 Amended and Restated 2005 Omnibus Incentive Plan
FLUSHING FINANCIAL CORPORATION
2005 OMNIBUS INCENTIVE PLAN
(as amended and restated through February 24, 2009)
1. Purpose . The purpose of this 2005 Omnibus Incentive Plan (the “Plan”) is to aid Flushing Financial
Corporation, a Delaware corporation (together with its successors and assigns, the “Company”), in attracting,
retaining, motivating and rewarding employees and non-employee directors of the Company and its subsidiaries
and affiliates, to provide for equitable and competitive compensation opportunities, to recognize individual
contributions and reward achievement of Company goals, and promote the creation of long-term value for
stockholders by closely aligning the interests of Participants with those of stockholders. The Plan authorizes
stock-based and cash-based incentives for Participants.
2. Definitions . In addition to the terms defined in Section 1 and elsewhere in the Plan, the following
capitalized terms used in the Plan have the respective meanings set forth in this Section:
(a) “ Annual Incentive Award ” means a type of Performance Award granted to a Participant
under Section 7(c) representing a conditional right to receive cash, Stock or other Awards or payments, as
determined by the Committee, based on performance in a performance period of one fiscal year or a portion
(b) “ Annual Limit ” shall have the meaning specified in Section 5(b).
(c) “ Award ” means any Option, SAR, Restricted Stock, RSU, Bonus Stock or Stock granted in
lieu of obligations, Dividend Equivalent, Other Stock-Based Award, Performance Award or Annual Incentive
Award, together with any related right or interest, granted to a Participant under the Plan, including 409A
Awards and Non-409A Awards.
(d) “ Beneficiary ” means the legal representatives of a Participant’s estate