EXHIBIT A CONFIDENTIAL GENERAL RELEASE AGREEMENT
EXHIBIT A
CONFIDENTIAL GENERAL RELEASE AGREEMENT
BY HAND
June
19, 2019
Xxxxxxx
X Xxxxx
[Address
Redacted]
Dear
Xxx:
As we
discussed and as noted in the Retention Agreement dated June 19,
2019, to be eligible for the Retention Incentive in such Retention
Agreement, you agree to execute a General Release as
follows:
1.
Release
You
agree to irrevocably and unconditionally release the Federal Home
Loan Bank of New York (“FHLBNY”), as well as its
present and former directors, officers, employees, assigns,
administrators, agents, insurers, and attorneys, jointly and
individually, from any and all claims, known or unknown, arising
out of, or regarding, your employment with the FHLBNY, or
termination thereof, or compensation from the FHLBNY, including,
but not limited to, claims pertaining to (i) Title VII of the Civil
Rights Act of 1964, as amended; (ii) the Americans with
Disabilities Act, as amended; (iii) the Employee Retirement Income
Security Act of 1974, as amended (excluding claims for accrued,
vested benefits under any employee benefit plan of the FHLBNY in
accordance with the terms of such plan and applicable law); (iv)
(if applicable) the Age Discrimination in Employment Act, as
amended, or the Older Workers Benefit Protection Act; (v) the Civil
Rights Acts of 1866, 1871 and 1991; (vi) the Equal Pay Act; (vii)
the New York State Labor Law and the New York State and City Human
Rights Laws ; (viii) the New Jersey Law Against Discrimination;
(ix) Section 806 of the Sarbanes Oxley Act of 2002; (x) the Family
and Medical Leave Act, and all other federal, state or local laws
pertaining to leave; (xi) alleged discrimination, harassment
(whether sexual or otherwise) or retaliation in employment (whether
based on federal, state or local law, statutory or decisional); and
(xii) the terms and conditions of your employment with the FHLBNY,
the termination of such employment, and/or any of the events
relating directly or indirectly to or surrounding your employment
or termination; (xiii) the Constitutions of the United States, New
York and New Jersey.
You
acknowledge and agree that you do not have, nor have ever had, any
claims or causes of action against FHLBNY (or its present and
former directors, officers, and employees, assigns, administrators,
agents, insurers, and attorneys) that in any way arise out of,
involving or relating to sexual harassment under Section 5-336 of
the New York General Obligations Law or Section 5003-b of the New
York Civil Practice Law and Rules.
Notwithstanding
the foregoing, nothing in this Agreement (including, for the
avoidance of doubt, the restrictions and conditions in Sections
1(a) – (e) below) shall be construed to prevent you from
filing a charge with or participating in an investigation conducted
by any governmental agency, including, without limitation, the
United States Equal Employment Opportunity Commission
(“EEOC”), the Securities and Exchange Commission
(“SEC”), the National Labor Relations Board, the
Occupational Health and Safety Administration or applicable state,
city or federal agency (“Government Agencies”), to the
extent required or permitted by law, including SEC compliance
investigations. You further understand that this Agreement does not
limit your ability to communicate with any Government Agencies or
otherwise participate in any investigation or proceeding that may
be conducted by any Government Agency, including providing
documents or other information, without notice to the Company. This
Agreement does not limit your right to receive an award for
information provided to any Government Agencies.
In
addition to the foregoing, you agree as follows:
a)
you will use your
best efforts to cooperate with the FHLBNY in connection with any
investigation, administrative proceeding or litigation which may
occur relating to any matter in which you were involved or of which
you have knowledge;
b)
in the event you
are subpoenaed by any person or entity (including, but not limited
to, any government agency) to give testimony (in a deposition,
court proceeding or otherwise) which in any way relates to your
employment with the FHLBNY, you will use your best efforts to give
prompt notice of such request to the Director of Human Resources
and will make no disclosure until the FHLBNY has had a reasonable
opportunity to contest the right of the requesting person or entity
to such disclosure;
c)
the terms and
conditions of this Agreement are and shall be deemed to be
confidential, and shall not be disclosed by you to any person or
entity without the prior written consent of the Director of Human
Resources, except (i) if required by law or (ii) to your
accountants, attorneys or spouse;
d)
this Agreement may
not be used as evidence in any subsequent proceeding except in a
proceeding to enforce the terms of this Agreement; and
e)
you will not engage
in any conduct that is injurious to the FHLBNY’s reputation
or interest, including, but not limited to, publicly disparaging
(or inducing or encouraging others to publicly disparage) the
FHLBNY or its employees, whether in interviews, oral statements,
written materials, electronically displayed materials, materials or
information displayed on Internet- related sites, or otherwise (for
the avoidance of doubt, this Section 1(e) does not limit your right
to provide truthful testimony under oath when required or compelled
to do so by operation of law, consistent with Section 1(b) of this
Agreement).
2.
Timing of Returning this General Release
If you
wish to accept the aforementioned Retention Incentive, your
acceptance must be communicated by signing this Agreement in the
space provided below and returning an originally executed copy to
me by no later than 5:00
p.m. on July 11,
2019. At your option, you may deliver your acceptance to me
before that date. (If you execute this Agreement, you may wish to
retain a copy for your personal records.)
You are advised to consult with an attorney before signing this
Agreement.
If you
do not sign and return this General Release to me by 5:00 p.m. on July 11, 2019, the offer of the
Retention Incentive as described herein shall be void.
4.
Revocation of Your Previous Acceptance of the Retention Incentive
Benefits
If you
decide to accept the Retention Incentive, you may revoke that
acceptance by notifying me in writing, with my receipt of such
notice within seven (7) days
of the date that you executed this General Release.
However,
if you exercise this right of revocation, you will not receive the
Retention Incentive.
5.
Disputes Concerning this Agreement
It is
understood and agreed that this Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of
New York, without regard to the conflict of law’s provisions
thereof. Actions to enforce the terms of this Agreement shall be
submitted to the exclusive jurisdiction of any state or federal
court sitting in the County of New York, State of New
York.
If any
provision of this Agreement shall be determined by the Federal
Housing Finance Agency or held by a court of competent jurisdiction
to be illegal, void, or unenforceable, such provision shall be of
no force and effect. However, the illegality or unenforceability of
such provision shall have no effect upon, and shall not impair the
enforceability of, any other provision of this Agreement; provided,
however, that upon any finding by a court that the release provided
for in the first paragraph of the “Release” section of
this Agreement is illegal, void, or unenforceable, you agree to
execute a release that is legal and enforceable; and provided
further that any breach of the terms in the remaining portion of
the “Release” section shall constitute a material
breach of this Agreement as to which the FHLBNY may seek
appropriate relief in court.
6.
Effect of Your Signature
Your
signature below shall constitute an acknowledgement that: (a) you
have carefully read this Agreement in its entirety; (b) you have
had an opportunity to consider fully the terms of this Agreement;
(c) you are executing this Agreement in exchange for good and
valuable consideration, in addition to anything of value to which
you are otherwise entitled; (d) you have been advised by the FHLBNY
in writing to consult with an attorney in connection with this
Agreement; (e) you fully understand the significance of all of the
terms and conditions of this Agreement and have had the opportunity
to discuss it with your attorney, or have had a reasonable
opportunity to do so; (f) you have had answered to your
satisfaction any questions you may have asked with regard to the
meaning and significance of any of the provisions of this
Agreement; and (g) you are signing this Agreement voluntarily and
of your own free will and assent to all the terms and conditions
contained herein.
If you
have any questions about or otherwise wish to discuss this matter,
please feel free to contact me at 000-000-0000.
Sincerely,
/s/
Xxxxxxx Xxx-Xxxxxxxx
Xxxxxxx
Xxx-Xxxxxxxx
Vice
President
Director
of Human Resources
ACCEPTED
AND AGREED:
/s/ Xxxxxxx X Xxxxx
Xxxxxxx
X Xxxxx
Date:
6/20/2019
FEDERAL
HOME LOAN BANK OF NEW YORK ● 000 XXXX XXXXXX x XXX XXXX, XX 00000 ● T: 212.681.6000 ● XXX.XXXXXX.XXX
