Management Sales

EDWARD GALLAGHER

**** ******** **** ****: 937-***-****

Centerville, Ohio 45459 Home: 937-***-****

**********@***.**.*** Mobile: 937-***-****

• Strategic thinker comfortable in complex legal and business

EXECUTIVE

matters, with clear problem-solving focus

SUMMARY

• Strong skills and experience in interacting with and advising senior

executives and managers

• Thoroughly experienced attorney with highly developed proficiency

in litigation, employment, corporate and transactional work

• Solid oral and written presentation skills

• Extensive experience in managing a staff of lawyers and

other professionals

NCR CORPORATION

CURRENT

Dayton, Ohio 1992-present

EMPLOYMENT

• Vice President, 2002-present

• Prior positions: Assistant Vice President, Senior Attorney, Attorney

Overview

• Senior corporate attorney and manager with $5.3B Fortune 500 global information

technology company, serving on Leadership Council (top 75 executives and

managers) and on management teams of Law Department and (formerly) Systemedia

Division. Senior Law Department management roles in both business and litigation

positions. Substantial transactional, business, litigation, compliance, disclosure and

investigatory experience. Comprehensive counseling, drafting, analytical and

negotiation skills. Have reported to General Counsel from 2000 to present.

YALE LAW SCHOOL, J.D. 1984

EDUCATION

• Editor, Yale Journal of International Law

• Yale Arts and Entertainment Law Forum, founder and director

• Yale Law School Scholarships, 1981-84

• (School does not compute class rankings or award graduation honors)

YALE UNIVERSITY, M.A. 1977 (Political science/international relations)

• Full tuition/stipend fellowships; awarded teaching and research assistantships

• Southern Africa Research Project, participant

• (School does not compute class rankings or award graduation honors)

UNIVERSITY OF SOUTH DAKOTA, B.A. summa cum laude 1975 (Political science)

• Phi Beta Kappa; variety of honors and activities (list available)

OTHER LAW

SIRIANNI & YOUTZ

EMPLOYMENT

Seattle 1989-92 (Boutique litigation firm)

EDWARD GALLAGHER

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MCCUTCHEN, DOYLE, BROWN & ENERSEN

San Francisco 1986-89 (Commercial litigation, large national firm)

PALMER & DODGE

Boston 1984-85 (Business/litigation rotation in large national firm)

CORPORATE

Practice Areas and Management at NCR

EXPERIENCE

• responsible for all corporate litigation (US and international); direction of case

General

strategy and support, preparation of worldwide litigation reports to corporate

executives and board, implementation of processes for risk analysis and litigation

management, reserve setting, expense control, counsel management

• handling of variety of governmental inquiries and investigations, including SEC,

Justice Department, Consumer Product Safety Commission, Treasury Department,

OSHA, CAL OSHA, EPA, OEPA, others, including personal presentations to

agencies

• regular drafting of portions of SEC and other disclosures; preparation of regular

reports on worldwide risks and reserves to executives and to external auditors

• as division general counsel for Systemedia business (2000-05), was responsible for all

legal affairs worldwide for one of NCR’s five divisions (manufacturing business with

500M+ annual revenues), including daily transactional and business support, sales

and contracting, marketing advice, litigation, procurement, acquisitions/divestitures

in numerous countries, employee matters, intellectual property, and variety of

environmental and safety issues arising from several plants in US and abroad;

management of law group, including both direct and matrix management; full

participation in development and execution of business strategies

• negotiation and drafting of contracts for sales, strategic alliances and partnerships,

M&A, procurement, distributors and resellers, software and patent licenses, in US

and abroad (UK, China, Italy, South Africa, Nigeria, Norway, Switzerland, others)

• nine years of consistent within-budget performance since assuming budget ownership

• frequent engagement in crisis management and special matters, including high-profile

Strategic/

Specific disputes and investigations, sensitive customer issues, publicity matters, product

problems, ethics and compliance incidents, competitor concerns; regular dealings

with Controller, Ethics & Compliance, Public Relations, Internal Audit, Data

Protection and Securities Law groups; preparation of numerous presentations for

board and for Audit Committee

• direction of internal investigations in US and abroad (China, Middle East, Europe), in

connection with government inquiries and ethics and compliance matters

• handling of entire litigation matters both without outside counsel and through

management of counsel on outsourced matters; first- and second-chair arbitration and

jury trial experience throughout United States

• initiation and management of product recall and development and coordination of

remedial campaign with US Consumer Product Safety Commission

• defense of whistleblower/qui tam litigations relating to government contracts (federal

False Claims Act); other litigation and disputes related to government business

EDWARD GALLAGHER

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• key roles in large-scale matters, including $1B environmental cleanup and related

litigation, Wage and Hour national class action, antitrust, trade secret litigation

• counseling on variety of employment and union-related matters and supervision of

specialist employment law attorneys; including reductions in force, class actions,

plant closures, international litigation, discrimination claims, terminations,

harassment allegations, union negotiations

• key roles (drafting agreements, due diligence, negotiations, planning) in various

Counseling

acquisitions, restructurings and divestitures, including 1996 AT&T trivestiture of

NCR and Lucent; series of divestitures of portions of Systemedia business 2004-06 in

Africa, Europe, US; NCR’s divestiture of 1.5B Teradata Division (2007)

• various Sarbanes-Oxley responsibilities, including creation of compliance measures

and test attributes, and participation in Sarbanes-Oxley audit activities

• counseling on structure of indirect channel sales and marketing, including compliance

with Robinson-Patman Act; resolution of disputes involving antitrust allegations

• counseling and management for variety of disputes involving NCR customers and

ADA advocacy groups

• regular consultant to corporation’s Ethics & Compliance Officer; service on division

Ethics & Compliance Council, involving investigation, direction and decisions on

variety of matters

• clearance of advertising and packaging copy for all products for Systemedia Division;

management of false advertising claims and disputes

• extensive involvement in intellectual property disputes and negotiations, including

patent, copyright, trademark and trade secrets (litigation and pre-litigation, including

US PTO re-examinations and TRO/injunction applications); dealings with trolls and

indemnification requests

• principal author of white paper analysis for board of directors on legal risks of

company’s business model

Management • design and management of two annual-basis RFP’s (requests for proposals) for

and Other outside counsel services in several practice areas, including litigation, M&A,

bankruptcy, employment, others

• substantial focus on preventative law through training, formalization of “lessons

learned” process following litigation and disputes, regular counseling of clients and

vetting of critical external communications

• membership on corporate Compliance Council with responsibilities for product

safety, privacy and antitrust

• development of electronic discovery capabilities at company, close cooperation with

IT organization

• service on variety of Law Department task teams, including efforts to drive

professional development, to improve process of procurement contracting, and to

restructure department on regular basis to meet changing needs of company and

fluctuations in budget

• substantial plaintiff litigation experience, including fraud, trade secret and non-

compete, infringement, antitrust, environmental, construction and contracts

EDWARD GALLAGHER

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• product liability and class actions (active participation in and management of more

than 150 repetitive strain injury [RSI] claims concerning keyboards, laser scanners

and check encoders, and proposed OSHA regulatory matters, in 1990s); obtained first

Daubert ruling in the nation in this line of cases

CORPORATE

RECOGNITIONS

• NCR GREAT PERFORMANCE AWARD (company’s highest recognition) for Y2K

work (2000)

• FOUR NCR LAW DEPARTMENT LEX AWARDS (department’s highest recognition)

for exceptional performance on particular legal matters involving successful appeal in

plaintiff property damage product liability action, direction of successful worldwide

series of litigations against former solution partner Informix, successful management

of large number of French employment cases associated with major downsizing, and

successful handling of high-profile trade secret and non-compete case (1997, 1998,

2008, 2008)

• LAW DEPARTMENT INNOVATION AWARD for structuring of complex settlement,

including sale of unused patents, to allow for substantial revenue recognition while

removing intellectual property exposure (2003)

• GROUP BONUS FOR AGGREGATE LITIGATION RECOVERIES in plaintiff actions (1999)

• SIX INDIVIDUAL PERFORMANCE AND RETENTION BONUSES apart from regular

bonuses; one equivalent to double annual bonus, one equivalent to additional annual

bonus (1994, 1998, 2000, 2001, 2005, 2006)

• TWO SPECIAL SALARY INCREASES in addition to merit increases for performance and

results (2005, 2006)

• SPECIAL PERFORMANCE BONUS for work on spinoff of Teradata business (2007)

• Divisional nominee for 2001 Great Performance Award, for successfully negotiating

largest sales contract in division’s history

PRE-LAW

NEW YORK STATE COUNCIL ON THE ARTS

EMPLOYMENT

New York City, 1979-81; Director, Public Information (for state nonprofit arts

funding agency): public relations, publications, speechwriting

PUTNAM PUBLISHING GROUP; RUSSELL & VOLKENING

New York City, 1978-79; Two publishing positions, with publishing house

and literary agent, including booking of publicity tours, author-agent relations

OKRENT/LEWINE BOOKS

New York City, 1978-79; Free-lance research for The Ultimate Baseball

Book (eds. Dan Okrent & Harris Lewine); portions of research utilized for

Ken Burns’s PBS television series Baseball

ANTRON MEDIA/DOCUMENT ASSOCIATES

New York City, 1979-81; Free-lance manuscript/screenplay evaluation for

independent film production company, including work on Tender Mercies

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