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Exhibit 10
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AGREEMENT AND GENERAL RELEASE
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The Bank of Greene County, which maintains its principal offices
at 302
Main Street, Catskill, New York 12414 ("Bank"), and Bruce P.
Egger, residing at
198 Broome Street, Catskill, New York 12414, his heirs,
executors,
administrators, successors, and assigns (collectively referred
to throughout
this Agreement as "Employee"), agree that:
1. Last Day of Employment. Employee's last day of employment
with the Bank
is December 31, 2007.
2. Consideration. In consideration for signing this Agreement
and General
Release ("Agreement") and compliance with the promises made
herein, the Bank
agrees:
a. to pay to Mr. Egger $75,000.00, less lawful deductions. Said
amount
shall be paid to Mr. Egger in thirty (30) equal, monthly
installments of
$2,500.00 less lawful deductions ("monthly installment"), with
the first monthly
installment being paid to Mr. Egger on or before January 31,
2008 and the final
monthly installment being paid to Mr. Egger on or before July
31, 2010. Monthly
installments shall be paid to Mr. Egger on or before the last
day of the month
in which they are due. Moreover, monthly installments only will
commence
provided the Bank receives from Mr. Egger an executed copy of
this Agreement and
Mr. Egger does not revoke his acceptance of this Agreement
during the seven (7)
calendar day revocation period described in Paragraph 11 below;
and,
b. Mr. Egger previously was granted an option to purchase 12,000
shares of
the Bank's common stock at the exercise price of $3.9735 per
share (the
"Options") pursuant to the terms of the Greene County Bancorp,
Inc. 2000 Stock
Option Plan (the "Stock Option Plan") and related Stock Option
Agreement. The
Bank agrees to repurchase all of the unexercised Options from
Mr. Egger for a
cash payment to him in an amount equal to the difference between
the Fair Market
Value (as defined in the Stock Option Plan) per share of the
Bank's common stock
on January 2, 2008 and the exercise price per share of the
Options. Such Options
shall immediately cease to be exercisable.
3. No Consideration Absent Execution of this Agreement.
Employee
understands and agrees he would not receive the monies and/or
benefits specified
in Paragraph 2 above, except for his execution of this Agreement
and the
fulfillment of the promises contained herein.
4. General Release of Claims. Employee knowingly and voluntarily
releases
and forever discharges the Bank and its parent corporation,
affiliates,
subsidiaries, divisions, predecessors, insurers, successors and
assigns, and
their current and former employees, attorneys, officers,
directors and agents
thereof, both individually and in their business capacities, and
their employee
benefit plans and programs and their administrators and
fiduciaries
(collectively referred to throughout the remainder of this
Agreement as
"Employer"), of and from any and all claims, known and unknown,
Employee has or
may have against Employer as of the date of execution of this
Agreement,
including, but not limited to, any alleged violation of:
o Title VII of the Civil Rights Act of 1964;
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o The Civil Rights Act of 1991;
o Sections 1981 through 1988 of Title 42 of the United States
Code;
o The Employee Retirement Income Security Act of 1974;
o The Immigration Reform and Control Act;
o The Americans with Disabilities Act of 1990;
o The Age Discrimination in Employment Act of 1967;
o The Workers Adjustment and Retraining Notification Act;
o The Occupational Safety and Health Act;
o The Fair Credit Reporting Act;
o The New York State Executive Law (including its Human Rights
Law);
o The New York City Administrative Code (including its Human
Rights Law);
o The New York State Labor Law;
o The New York wage and wage-hour laws;
o Any other federal, state or local civil, human rights,
bias,
whistleblower, discrimination, retaliation, compensation,
employment,
labor or other local, state or federal law, regulation or
ordinance;
o Any amendments to the foregoing laws;
o Any benefit, payroll or other plan, policy or program;
o Any public policy, contract, third-party beneficiary, tort or
common law
claim; or,
o Any claim for costs, fees, or other expenses including
attorneys' fees.
5. Acknowledgments and Affirmations.
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a. Employee affirms he has not filed, caused to be filed, or
presently is a
party to any claim against the Bank.
b. Employee also affirms he has been paid and/or has received
all
compensation, wages, bonuses, commissions, and/or benefits to
which Employee may
be entitled. Employee affirms he has been granted any leave to
which he was
entitled under the Family and Medical Leave Act or related state
or local leave
or disability accommodation laws.
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c. Employee further affirms he has no known workplace injuries
or
occupational diseases.
d. Employee also affirms he has not divulged any proprietary
or
confidential information of the Bank and will continue to
maintain the
confidentiality of such information consistent with Employer's
policies and
Employee's agreement(s) with the Bank and/or common law.
e. Employee further affirms he has not been retaliated against
for
reporting any allegations of wrongdoing by the Bank or its
officers, including
any allegations of corporate fraud. Both Employer and Employee
acknowledge that
this Agreement does not limit either party's right, where
applicable, to file or
participate in an investigative proceeding of any federal, state
or local
governmental agency. To the extent permitted by law, Employee
agrees that if
such an administrative claim is made, Employee shall not be
entitled to recover
any individual monetary relief or other individual remedies.
6. Confidentiality and Non-Disparagement.
a. Employee shall not, from the date of this Agreement, except
as compelled
by law or court order, publicize or disclose to any person or
entity (excluding
Employee's immediate family,
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