BY HAND June 19, 2019 Gaetano R Fusco [Address Redacted] Re: Retention Agreement Dear Bob:
BY HAND
June
19, 2019
Xxxxxxx
X Xxxxx
[Address
Redacted]
Dear
Xxx:
As we
discussed, the Federal Home Loan Bank of New York
(“FHLBNY” or the “Bank”) is prepared to
offer you this Retention Agreement (“Agreement”) which
pays you a Retention Incentive (“Retention Incentive”),
in exchange for and subject to your signing and returning this
Agreement on or before July 11, 2019.
1.
Retention Incentive
In
consideration of your continued employment with FHLBNY, the FHLBNY
shall pay you a Retention Incentive in the gross amount of $425,000
if you remain employed through April 1, 2020 and voluntarily
terminate your employment and retire from the Bank on or about
April 3, 2020 (the “Qualifying Date”),
provided:
a.
You remain actively
employed by FHLBNY in good standing from the date of this Agreement
through the Qualifying Date; and,
b.
As a condition to
payment of the Retention Incentive, you must properly execute a
waiver and release agreement substantially in the form annexed as
Exhibit A, effectively releasing any employment related claims
against FHLBNY; and,
c.
You must have
maintained the confidentiality of the terms and conditions of this
Agreement, and you acknowledge and understand that the FHLBNY will
be complying with the requirements of the Securities Exchange Act
of 1934.
Nothing
in this letter is intended to be, or should be construed as, a
contract of employment for a definite term. You are, and will
remain, employed “at will” by the FHLBNY.
FHLBNY
shall pay the Retention Incentive, if you otherwise meet the
eligibility for it, within 30 days after the Qualifying Date and
you have irrevocably signed the binding release substantially in
the form of Exhibit A.
2.
Services
During
the retention period, you will continue to perform the services and
responsibilities reasonably expected of a Chief Information Officer
and you will actively participate in the successful recruitment,
hiring and training of a successor Chief Information
Officer.
This
Agreement shall not amend or alter the terms and conditions of the
Change in Control Agreement that you and the FHLBNY entered into on
or about February 27, 2019. For the avoidance of doubt, you will
not otherwise be entitled to severance on or after the Qualifying
Date.
Applicable withholdings shall be made from any payments under
this Agreement.
3.
Resignation or Termination for Cause
If you
resign your employment with FHLBNY or FHLBNY terminates your
employment prior to the Qualifying Date for Cause, FHLBNY shall
have no obligation to pay the Retention Incentive. "Termination for
Cause" means and refers to the Termination by the Bank of your
employment for (i) the commission of an illegal or unethical act,
(ii) pleading "guilty" or "no contest" to or being indicted for or
convicted of a felony under federal or state law or as a crime
under federal or state law which involves your fraud or dishonesty,
(iii) a violation of established Bank policy or practice, or (iv)
your failure to perform the duties of your position in a
satisfactory manner, in each case as determined in the discretion
of the Human Resources Director of the Bank, after consultation
with the President & CEO.
4.
Confidentiality
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, including the
FHLBNY’s required SEC filings including the filing of Form
8-Ks or (ii) to your accountants, attorneys or spouse.
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.
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 have been advised by the FHLBNY in writing to consult with
an attorney in connection with this Agreement.
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:
06/20/2019
|
Attachment –
Exhibit A Release Agreement
FEDERAL
HOME LOAN BANK OF NEW YORK ● 000 XXXX XXXXXX x XXX XXXX, XX 00000 ● T: 212.681.6000 ● XXX.XXXXXX.XXX
