Execution Copy
BOARD OBSERVER AGREEMENT
THIS BOARD OBSERVER AGREEMENT, dated as of the 17th of April, 2024 (this “Agreement”), is made by and between FLEXSTEEL INDUSTRIES, INC., a Minnesota corporation (the “Company”), and F. Brooks Bertsch (“Observer”). Company and Observer may each individually be referred to as a “Party” and collectively as the “Parties.”
WHEREAS, the Company desires to appoint the Observer, and the Observer desires to accept such appointment, to attend, in a non-voting observer capacity, meetings of the board of directors of the Company (the “Board”) and committees thereof, subject to the limitations described herein; and
WHEREAS, in connection with the Observer’s appointment, the Parties hereto have agreed to certain other matters, as provided in this Agreement.
NOW, THEREFORE, in consideration of the premises and the covenants made herein and the mutual benefits to be derived hereof, the Parties agree as follows:
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Execution Copy
To the Company:
Flexsteel Industries, Inc.
385 Bell Street
Dubuque, IA 52001
Attn: Chief Executive Officer
With a copy to, which will not constitute notice:
Lathrop GPM LLP
80 South 8th Street
3100 IDS Center
Minneapolis, MN 55402
Attn: J.C. Anderson
To the Observer:
c/o Barack Ferrazzano Kirschbaum & Nagelberg LLP
200 W Madison St
Suite 3900
Chicago, IL 60606
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Execution Copy
Attn: Bill Fay
Nicholas H. Callahan
[Signature Page Follows]
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IN WITNESS WHEREOF, the undersigned have hereto executed this Agreement as of the date first above written.
COMPANY
Flexsteel Industries, Inc.
By: : /s/ Jerald K. Dittmer
Name: Jerald K. Dittmer
Its: Chief Executive Officer
OBSERVER
/s/ F. Brooks Bertsch
F. Brooks Bertsch
[Signature Page to Board Observer Agreement]
Exhibit A
CONFIDENTIALITY AGREEMENT
THIS CONFIDENTIALITY AGREEMENT, dated as of the 17th of April, 2024 (this “Agreement”), is made by and between FLEXSTEEL INDUSTRIES, INC., a Minnesota corporation (the “Company”), and F. Brooks Bertsch (“Recipient”). Company and Recipient may each individually be referred to as a “Party” and collectively as the “Parties.”
WHEREAS, pursuant to that certain Observer Agreement dated as of the date hereof by and between the Company and Recipient (the “Observer Agreement”), the Company has agreed to appoint the Recipient as an observer who, unless otherwise provided in the Observer Agreement, will be entitled to attend in all meetings of the Board and the committees thereof; and
WHEREAS, the Observer Agreement provides that the Company and Recipient shall enter into this confidentiality agreement.
NOW, THEREFORE, in consideration of the foregoing, Company and Recipient hereby agree as follows:
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To the Company:
Flexsteel Industries, Inc.
385 Bell Street
Dubuque, IA 52001
Attn: Chief Executive Officer
With a copy to, which will not constitute notice:
Lathrop GPM LLP
80 South 8th Street
3100 IDS Center
Minneapolis, MN 55402
Attn: J.C. Anderson
To the Recipient:
c/o Barack Ferrazzano Kirschbaum & Nagelberg LLP
200 W Madison St
Suite 3900
Chicago, IL 60606
Attn: Bill Fay
Nicholas H. Callahan
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[Signature Page Follows]
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IN WITNESS WHEREOF, the undersigned have hereto executed this Agreement as of the date first above written.
COMPANY
Flexsteel Industries, Inc.
By: /s/ Jerald K. Dittmer
Name: Jerald K. Dittmer
Its: Chief Executive Officer
RECIPIENT
/s/ F. Brooks Bertsch
F. Brooks Bertsch
[Signature page to Confidentiality Agreement]