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HAMEL, PARK, MCCABE & SAUNDERS

Messrs. Barnett and Carl
October 22, 1982
Page Two

3. Ms. Greenwald's responsibilities and duties as Chairman of the Pinancial Advisory Committee and the nature of the Committee's activities will be determined by the Bank's Board of Directors. Ms. Greenwald will have the right to take on other full-time or part-time employment during the term of the 18 month employment agreement. During the first du months she will retain the utle of Chairman of the Financial Advisory Committee regardless of any other employment. During the remaining 12 months, the Bank will have the right to replace Ms. Greenwald as Chairman of the Financial Advisory Committee if she takes full-time employment. She would remain a member of the Financial Advisory Committee. Any full-time or part-time employment shall not be inconsistent with her responsibilities to the Bank, such determination to be made under the same standards as applied to outside employment of members of the Board of Directors.

4. While she is Chairman or a member of the Financial Advisory Committee the Bank's Chief Executive Officer will provide Ms. Greenwald with an office and halftime secretarial services. For the 18 month period beginning February 1, 1983, Ms. Greenwald will be covered by the Bank's health, dental, disability and life insurance programs for employees. The agreement regarding Ms. Greenwald's employment by the Bank during the 18 month period beginning February 1, 1983 may be terminated only for cause, the definition of which will be agreed to by the parties and set forth in the final written agreement to be executed. The Bank will agree that Ms. Greenwald while she is Chairman or a member of the Financial Advisory Committee will be subject to the indemnification provisions in Article ex, Section 1 of the Bank's Bylaws. During the term of the agreement the Bank, through its Chief Executive Officer, will provide Ms. Greenwald with reasonable opportunities, upon prior approval, to attend conferences and give speeches in the United States involving cooperative matters, finance, banking and economic development matters and be reimbursed lor expenses related thereto in accordance with regular Bank policies.

5. For the 12 months beginning Peburary 1, 1983 through January 31, 1984, under the employment agreement Ms. Greenwald will be paid $6,000 per month plus reimbursement of expenses in accordance with regular Bank policies for her services on the Financial Advisory Committee. Por the period Pebruary 1, 1984 through July 31, 1984, Ms. Greenwald will be paid $5,000 per month, plus expenses. During the first six months, from Pebruary 1, 1983 through July 31, 1983, Ms. Greenwald shall receive the full $6,000 per month without reduction for any full-time or part-time employment. During the period August 1, 1983 through July 31, 1984, Ms. Greenwald's salary from the Bank will be reduced dollar for dollar by any salary or commissions received from permanent full-time employment. Permanent full-time employment shall mean employment occupying 32 or more hours per week on a regular basis. Ms. Greenwald shall have the right to be employed, under the provisions of the agreement, for the first 12 months of the agreement. During the final six months, the Bank will have the right to terminate the agreement, without cause, by paying Ms. Greenwald all amounts which would be due her through the full 18 month period. During the final HAMEL, PARK, MCCABE & SAUNDERS

Messrs. Barnett and Carl
October 22, 1982
Page Three

13 months of the 18 month period, from August 1, 1983 through July 31, 1984, if Ms. Greenwald voluntarily terminates the employment agreement to be entered into hereunder, she will receive an amount equal to 50% of the compensation she would have been paid by the Bank during the remainder of her employment period.

The parties will mutually agree on an acceptable public announcement regarding the sabbatical and appointment of an acting Chief Executive Officer. Neither party shall make critical comments regarding the other party or its activities without the prior consent of the other party. Neither party shal release confidential documents of the Bank without the other party's prior consent. The obligations of the Bank under this paragraph shall include the actions of any director, officer, or management employee, or consultant or contractor acting under the Bank's control fulfilling one of the alorementioned functions at the Bank. Nor shall Ms. Greenwald be retained or appear us an expert witness or Congressional witness in any proceeding or hearing involving the Bank, without the Bank's prior consent, provided, however, that (i) any violation shall permit the non-violating party a right of reasonable response, (ii) this clause shall not cover responses to legal process, and (iii) each party shall have the right to respond to criticisms of that party contained in publicly disclosed examination, audit or other public reports, without any of such responses constituting a violation of this provision. The parties shall agree on a remedy to enforce the obligations reflected in this paragraph. There will be a clause in the final agreement providing that neither party may challenge the legality of the agreement by instituting litigation or otherwise. Should this provision be breached, the other party shall be entitled to liquidated damages equal to double the amount remaining to be paid under the agreement. Should either party be required to bring suit to enforce this agreement or other agreement described herein and be successful in doing so, such party shall also be entitled to recover such liquidated damages plus its costs and reasonable attorneys fees. Upon execution of the final agreement and receipt of Ms. Greenwald's resignation, the minutes of the Board of Directors will be amended to remove references to non-renewal or termination of Ms. Greenwald's employment by the Bank. The Bank will cooperate to attempt to ensure that Ms. Greenwald would not be required to receive monies under her deferred compensation agreement into after she is no longer an employee of the Bank.

7. The parties agree that the provisions of Article X of the Bank's By-Laws shall apply to duties performed by Ms. Greenwald under the employment agreement to be entered into hereunder; and that expenses (including attorneys' fees for services rendered by counsel chosen by Ms. Grenwald and acceptable to the Bank, which acceptance shall not be unreasonably withheld) incurred by her us a witness under legal process in connection with the Bank's affairs shall be paid by the Bank.

HAMEL, PARK, MCCABE & SAUNDERS

Messrs. Barnett and Carl
October 22, 1982
Page Pour

8. A final definitive written agreement will be executed by the parties in approdmately the second week in November following return of Ms. Greenwald and other Bank officials from business meetings in Rome.

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CON IL

AGREEMENT

1.

This constitutes an addendum to the letter agreement dated October

22, 1982 executed by Hamel, Park, McCabe & Saunders for its client, the National

Consumer Cooperative Bank, and by Williams & Connolly for its client, Carol S.

Greenwald.

2.

It is acknowledged and agreed that the aforementioned October 22,

1982 letter and this addendum constitute the "final written agreement" described in

Paragraph 8 of the October 22 letter agreement unless and untu a subsequent agreement

incorporating the terms hereof is executed by the parties.

3.

The October 22, 1982 letter agreement is amended by deleting

Paragraph 6 in its entirety and substituting the following:

"This agreement is intended to provide for an amicable
settlement between the parties. It is not intended to restrict
the jurisdiction of any executive agency or Congressional
Committee or their ability to carry out their responsibilities.

6(a) The parties will mutually agree on an acceptable public
announcement regarding the sabbatical, appointment of an
acting Chief Executive Officer, resignation of Ms. Greenwald
as President and Chief Executive Officer, and appointment
of Ms. Greenwald as Chairman of the Financial Advisory
Committee of the Bank.

6(b) Neither party will make critical comments regarding
the other party or its activities without the prior consent of
the other party. For purposes of this agreement "critical
comments" means (1) any statement by one party about the
other which attributes blame or fault for the results of Bank
operations or is otherwise derogatory with respect to the
other's management actions, management ability or business
judgment or (ii) any statement by either party which places
responsibility or blame on Ms. Greenwald or on the Board of
Directors or current senior management of the Bank for
events which have resulted in criticism by any third party
of the Bank's operations or management during the period of
Ms. Greenwald's service as President or (iii) any statement

by either party which states or implies by reasonable inference that the events described in subparagraph 6(b)(ii) could have been prevented or will be prevented in the future by a change in the membership of the Board of Directors, the current senior management or the President of the Bank. The provisions of Paragraph 6(b) shall not apply to unrecorded or untranscribed oral communications between or among any directors, officers or management employees of the Bank so long as no third party is present at or participating in such communications.

6(c) It is the intent of the parties to consult with each other to the extent reasonably possible before making any statement to third parties about Bank operations. 6(d) Except in response to legal process, (i) Ms. Greenwald shall not release confidential documents of the Bank without the Bank's consent, and () the Bank shall not release confidential documents of the Bank containing critical comments as defined in Paragraph 6(b) without Ms. Greenwald's consent.

6(e) The obligations of the Bank under Paragraphs 6(b) and 6(d) shall include the actions of any director, officer, management employee, or consultant or contractor acting under the Bank's control fulfilling one of the aforementioned functions at the Bank. The obligations of Ms. Greenwald under Paragraphs 6(b) and 6(d) shall include the actions of Ms. Greenwald or any person or organization under her control.

6(1) Except in response to legal process, Ms. Greenwald shall not be retained or appear as an expert witness or otherwise volunteer as a witness in any proceeding or hearing involving the Bank without the Bank's prior consent.

6(g) Any violation of the "critical comments" provisions contained in Paragraph 6(b) or the nondisclosure provisions contained in Paragraph 6(d) shall permit the non-violating party a right of reasonable response without resulting Hability. 6(h) The prohibitions contained in Paragraphs 6(b) and 6(d) shall not apply (1) to responses to legal process or to appearances before or responses given at duly convened meedings of any committee or subcommittee of the Congress whether or not under subpoena or (ii) to statements made by the Chairman of the Board of the Bank (Frank Sollars) or Ms. Greenwald to any member of Congress or to his or her duly authorized staff member provided that there are no third parties present and provided such statements are made under an explicit pledge of confidentiality by all parties to the communication.

6(1) The parties agree that the remedy for each and every violation of the "criucal comments" provisions of Paragraph

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