During the retention period, you will continue to perform the services and responsibilities reasonably expected of a Chief Capital Markets 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.
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.
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, but not limited to, 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.