<PAGE> 1
EXHIBIT 10.16
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
-------------------------------------X
IN RE CARVER BANCORP, INC. : Cons. C.A. No. 17743
-------------------------------------X
STIPULATION AND ORDER OF DISMISSAL WITH PREJUDICE
IT IS HEREBY STIPULATED AND AGREED by the parties to this action listed
below by and through their undersigned counsel, that pursuant to Court of
Chancery Rule 41(a), the action filed by BBC Capital Market, Inc. in C.A. No.
17743 be and hereby is dismissed with prejudice as to the parties listed below.
Each party will bear its own court costs. It is further stipulated between BBC
Capital Market, Inc., and Carver Bancorp, Inc., Deborah C. Wright, David N.
Dinkins, Linda H. Dunham, Robert J. Franz, Pazel G. Jackson, Jr., Herman
Johnson, David R. Jones (collectively, the "Carver Parties), and it is ordered
by the Court, that:
1. Effective May 19, 2000, Kevin Cohee and Teri Williams will be
appointed by Carver to serve (a) on the Carver Board of
Directors (the "Carver Board") for a term expiring at the
annual meeting of stockholders for the fiscal year ending
March 31, 2002 and (b) on the Board of Directors of Carver
Federal Savings Bank ("Carver Bank Board") for a coterminous
period, irrespective of whether the Carver Bank Board is
classified.
2. Carver will hold its annual meeting of stockholders for the
fiscal year ending March 31, 2000 on or before March 24, 2001
(the "2000 Annual Meeting").
3. In connection with the 2000 Annual Meeting, Carver will ensure
that a sufficient number of directors are made eligible for
election to the Carver Board so that the sum of (a) the number
two and (b) the number of directorships up for election at the
2000 Annual Meeting will constitute a majority of the number
of directors on the Carver Board as of the date of the 2000
Annual Meeting. The foregoing provision will apply under all
circumstances including, without limitation, in the event that
the holders of
<PAGE> 2
Carver's Series A Preferred Stock and/or Series B Preferred
Stock are permitted to designate one or more additional
directors to the Carver Board at any time before the 2000
Annual Meeting pursuant to the terms of those securities.
Dated: May , 2000 BOUCHARD MARGULES & FRIEDLANDER
-----
-----------------------------------
By: Andre G. Bouchard
Attorneys for Plaintiff BBC Capital Market, Inc.
Dated: May , 2000 RICHARDS, LAYTON & FINGER
-----
---------------------------------------
By: Jesse A. Finkelstein
Attorneys for Defendants Carver Bancorp, Inc.,
Deborah C. Wright, David N. Dinkins,
Linda H. Dunham, Robert J. Franz,
Pazel G. Jackson, Jr., Herman Johnson
and David R. Jones
Dated: May , 2000 YOUNG CONAWAY STARGATT & TAYLOR LLP
-----
---------------------------------------
By: Martin S. Lessner
Attorneys for Provender Opportunities
Fund L.P. and Frederick O. Terrell
Dated: May , 2000 MORRIS, NICHOLS, ARSHT & TUNNELL
-----
---------------------------------------
By: Jon E. Abramczyk
Attorneys for Morgan Stanley & Co., Incorporated
IT IS SO ORDERED on this _______ day of __________, 2000.
---------------------------
Vice Chancellor
