EMPLOYMENT AGREEMENT ‘AGREEMENT dated as of Macch 1, 2017, by and between the NEW YORK STATE BRIDGE AUTHORITY, a New York State Public Auhorty exising under the Public Autboriis law of the State of New York, having a mailing addres of P.O. Box 1010, Highland, NY 12526 (‘he "Employer, and JOSEPH RUGGIERO, havicg « mailing address of 14 Robinson Lane, Wappinger Falls, NY 12590 (the “Employee"). |. Employment. ‘The Employer employs the Employee end the Employee accepts ‘employment upon the terms and conditions of this Agreement. The Employer has been ‘eropoyed by the Employer since March 11,2010. The Employer seeks t assure the Fmployee ‘of cootinued employment fr atleast one year to provent him from accking other employment 2. ‘Tamm, The term of this Agreement shall be effective as cf March 1, 2017, and ‘continue through March 1, 2018. The partis agro to re-valuate this Agreement every year after the date hereof, especially wih respect to Employee's compensation and performance. Both artis” shall consider renewing this Agreement effective as of March 1" each year hereafter. nthe event thatthe Fimployer decides not to renew this Agroement, notice of| such determination shall be given in writing tothe Employee not ltr than ninety (90) days prior to the expiration date of this Agreement. If notie of such determination is given within the ‘lnety (90) day period, Eiployee's employment shall terminate ninety (9H) days from the date ‘of the notice of termination ofthis Agreement during which time Employes shall continue tobe nti to receive all compensation and benefits provided under this Agreement. Employee sball ‘be cae to ninety (0) days severance pey in accordance with Article 3 afer the expiration of the notice pia 3. Compensation. Commencing as of July 1, 2017, the Employer shall pay the Employee for services a salary of One Hundred Sixy-Five Thousand Six Hundted Forty-Five ‘nd 00/100 ($165,645.00) Doar per year, payable in bi-weekly intallmests, Salary paymentsshal be subject to withholding and all fer applcshlo taxes. The annual ery inthe amount of ‘One Hundred Sixty-Five Thousand Six Hundred Forty-Five and 00/100 ($165,645.00) Dallas shall continue through December 31, 2917, Commencing January 1, 2018, the ennvel salary shall adjust to One Hundred Sixty'Nine Thousand Two Hundred Ninety and 00/100 ($169,290.00) Dollars 4. Dating. The Employee shall serve asthe Employer's Executive Director and shall ‘socept such responsibilities as may be asigned to him by the Chairman and the Boerd of the Employer 5. Eaten of Servses. The Employee shall devote his entire time snd attention tothe ‘Employer's business. During the term of this Agreement, the Kmployee shall not enguge in any ‘other business activity, regardless of whether it in pursued for grin or profi, unless otherwise approved by the New York State Joint Commission on Public tics, 6. Disclosure of Information Employee shall not, ther during the term of his ‘employment hereunder, or at any time therealer, revel or disclose to any person outside the [Employer or use for his own benefit or the benef of any other person, without the Employer's speciic written authorization, whether by private communication or by public addres of publication or otherwise, any information not already lawfully available tothe publi, including, without limitation, personnel infomnatioe, financial information, customer information, trade secrets, sere plans, any marketing tectique or cost method, or axy custome, mailing oc ‘supplier ist, whether or not supplied by the Employer and whether or not made developed andlor ‘conceived by Employee or by other in the employ ofthe Employcr. All riginal and copis af any ofthe foregoing, relating tothe businss ofthe Employer, however and whenever produced, shall be the sole property ofthe Employes, Upon the termination of Employees employment in sary manner or for any reason, Employee, if requested by the Employer, shal promptly surender to the Employes all copies of any ofthe foregoing, together with any other documents, materials, ata, information and equipment belonging to or relating to the Employer’ business end in his pomotron,eustedy or conto, and Bmployee shal ut Uereafier retain or deliver to any otber 2person, any of the foregoing or eny summary or memorandum thereof, In the event of the Employee's breach or thretened breach ofthis paragraph, the Employer shall be ented to 8 reiminary restaining order and an injunction restraining and enjoining the Employee from disclosing all or any part of the Bmployers customer list and fm rendeting any services to any person, firm, corporation, association, or other enty to whom all or any part of such list has ‘ben, ori threatened 10 be, disclosed. In adion to o in ou ofthe above, the mplayer may parsue all otber remedies available to the Employer for such breach or threatened breach, Including the recovery of damages from the Employes, 7. Benefits. Bmployee shall be cuted during the tr of his employment by the ‘Employer to all ights and benefits for which he shall be eligible under aay hospitalization, major ‘medioa or othor health care plan and pension, profit sharing or ther benefits pla, i ay, which ‘the Employer, in its discretion, provides for its employees fom time to time. Employee shall be ented to four (4) weeks vaction granted annually on March I1, The benefit of employees are {included in on employee manuel at wel as inthe spploube Bargaining Unit Agreement, which ‘benefits sal! similarly apply tothe Employee, 8. Death during Employment. Ifthe Employee dies during the term of employment, the Employer shall pay tothe Employee's esa the compensation that would otherwise be payable tothe Employee up tothe end ofthe month in which his death occurs. 9. Knforeabiliy. Employee expressly agrees that, subject to the Employers full performance hereunder, be wil not asser, directly or indinetly, or as a defense, the alleged invalidity or unenforceability, in whole or in pat of any coventat of this Agreement to be performed by him and agrecs that in the event of hit breack of any covenant herein, the Employer shall, in addition to all ober legal end equitable remedies avalable to i, be ented ‘specially to injunctive relit and that he will consent thereto, 10. Attomeys’ Rees, Bach breaching pay shal be responsible tothe other forall costs, including court costs and reesonable allomeys' fees and disbusements, incured in 3enforcing thee respective rights under this Agreement 13, Termination of Agresment. Inthe event that this Agrocment is terminated, other ‘han by a new express writen agreement of the parties, prior to or a8 of March J, 2018, the Employee shall be paid all acruas, including sick time, perinel time, holiday time end vacation time, subject to verification of employment records, The Employer shall continve Employee's heath, dental and vision coverage through August 1, 2018. Notwithstanding ony ‘sues to the cantar, the employee shall continue to be pad his compensation for not less than the balance of the one year erm of employment under this Agreement 12, Natloss. Any notie required a desired to be given under thie Agreement shall be deemed given if in writing seat by cenfed mail as follows: to Pmployee: Joseph Rui Wappinger Falls, NY 12590 1€t0 Employer: [New York State Bridge Authority P.O. Box 1010 Highland, NY 12528 With copy to: Cac G. Whitbek, 3 Esq. ‘Whitbck Benedict & Smith LLP 436 Union Steet Hiadson, NY 12534 13, Waiver of Brach. The Employers waver of breach of any provision ofthis ‘Agreement by the Limployee shall not operate or be construed as 8 waiver of any subsequent ‘neach by the Employee, No waiver shall be valid unless in writing and signed by an authorized ‘office of the Employer other han Employes. 14, Assignment The Finployee acknowledges that his services aro unique and personal, Accordingly, the Employee may not ssign his rights or delegate his duties or ‘obligations under this Agreement. The Employers rights and obligations under this Agreement shall inure tothe benefit of and shall be binding upon the Employer's successors and assigns. 15. Entice Agretment. This Agrecment contains the entice understanding of the parties. It may not be changed orally but only by an agreement in writing signed by dhe party ‘against whom enforcement of any waiver, change, modiiation, extension, or discharge is sought. 16. Hendings Headings inthis Agreement ar fr convenience only and shall not be ‘wed to Interpret or construe it provisions, 17, Counterpart ‘This Agreement may be executed in two or more counterparts, ‘ach of which shall be deemed an original but all of which together shall constitute one and the same instrument. 18. Governing Law, This Agreement sball te govemed by and consid in accordance with the substantive laws ofthe State of New York without regard to principles of conflict of laws. 19, Dissolution of the Employer, In the event of a dissolution, merger or other ‘corporate reorganization ofthe New York State Bridge Authrty axa result of any legislative act ‘of the Governor and the Legisiature ofthe State of New York, or anyother consolidation plan, ‘hich results in the termination ofthis Agreement, the Euployee shall be ented to all the ‘benefits provided under this Agreement in the same manner es if this Agreement was terminated ude Paragraph 11 of his Agreement 20, LeaveoC Absence, The Boar of the New York State Bridge Authority agrees to grant lve of absence to Employee, witout pay, for a peiod of six (6) mont in accordance with Article 2, Section 3c of the Public Offices Law of the State of New York, ‘upon his nomination to compenssed Federal, Sate or local office. If lected, Employee shall 5‘sign his position upon assuming the elected office. 21, Waiver, In consideration of the sbove compensation and other considerations, Employee acknowledges reeip of al past wages, compensation and other payments de pice to March 1, 2017, and votuntuily releases and forever discharges the Fmployer and the State of [New York, its officers, employees and agents, both individually nd in their official capacities ‘wilh the Employer or the State of New York, from aay and all ations or claims which he now ‘as or may have by reason of any matter or cause arising out of his employment or cesetion of ‘employment with the Employer. This complete and unlimited releae includes, bu it ot limited lo, claims arising under contract (expresso implied) or tort law, Title Vil ofthe Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act of 1967, tho New York Stato Fluman Rights Act, the [Employee Reiement Income Security Act of 1974, the Fait Labor Stendards Ac, the National Labor Relations Act, o any other federal, tate or local lw, or ordinance, othe Conatitution of the State of New York or the United Stats to and including all matters oecurring prior to March 1, 2017. If, upon the termination of Fmployee's employment in any manner or for any reason, the Employes accepts the benefits and compenstion provided by this agesment, such waver shall Include all matters occuring through the date of acceptance of auch benefits and compensation. IN WITNESS WHEREOF, the partes have executed this Agreement on or as ofthe date fics above writen. PT ROSTER ~|