AGREEMENT AND RELEASE ‘This Agreement and Release ("Agreement") is made this /S day of September, 2015, by and between Dr, William Wells ("Wells") and the Oldham County Board of Education CocBE”) WHEREAS, on or about June 24, 2015, OCBE ordered that an investigation be conducted of certain matters and suspended Wells with pay ("Investigation"); WHEREAS, OCBE believes it had good cause for said actions; WHEREAS, Wells disputes said action and expressed his desire to continue as Superintendent of OCBE; WHEREAS, the parties agree to settle these issues and all other matters relative to Wells position as Superintendent of OCBE. 1. NO ADMISSION OF LIABILITY. The execution of this agreement shall not give rise to any inference of any guilt on the part of Wells for any matter related to the Investigation, A. MUTUAL RELEASE, The parties release, forgive, and forever discharge one another for all Released Claims as defined herein. 3. RELEASED CLAIMS. Include but are not limited to (a) any cause of action arising from Wells contract with OCBE dated May 31, 2012, and Amended on November 29, 2012, ("Contract") including any claims for breach thereof by either party; (b) any claims for retaliation, discrimination, or any claims related to Wells employment with OCBE; and (c) any claims under the Kentucky Civil Rights Act; Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Sec, 20006, et seq.; the Pair Labor Standards Act (“ELSA”), as amended, 29US.C. See, 201 et seq.s the Americans With Disabilities Act (“ADA”), 42 U.S.C. Sec. 12101 et seq.; the Age Discrimination in Employment Act (“ADEA”), 29 U.S.C. Sec. 621 et seq.s the Family and Medical Leave Act (“FMLA”), 29 U.S.C. Sec, 2601 et seq,; Employment Retirement Income and Security Act (“ERISA”), 29 U.S.C. Sec. 1001 (1974); Executive Order 11246; the Kentucky Equal Employmeat Act, the Kentucky Wage and Hour Act, as amended; the Kentucky Workers’ Compensation Act, as amended, and KRS 61.101, etseg Without limiting the scope and breath of these Released Claims, the parties agree that any tnatter or claim arising from or related to Wells employment with the Boatd, known or unknown, foreseeable or unforeseeable are hereby released and discharged; PROVIDED HOWEVER, that the parties reserve the right to make cross claims for contribution, apportionment or indemnity against one another arising from or related to any claim asserted against either of them by a third party. Wells specifically reserves his rights to seek defense or indemnity for any such claims against any insurance company providing any type of liability insurance coverage to OCBE or its ‘employees for any such claims, 4, CONSIDERATION. The consideration for this Agreement includes but is not limited to the following: 2. The parties agree that Wells will continue to receive full pay and benefits under his contract through September 30, 2015, with the exception of any payments for life insurance; b, From October 1, 2015 to December 31, 2015, Wells has requested and will be sranted the right to use accumulated vacation days during this time, in which he will not be cligible for fringe benefits, except that OCBE shall continue to pay applicable contributions to IRS,c. Wells shall resign his positi nn as Superintendent effective December 31, 2015. 4. OCBE shall pay Wells the sum of $60,000.00 as directed by Wells on or before January 15, 2016, At Wells direction, this mount shall be designated as salary ot other form of payment, and this designation shall be made on or before December 31, 2015. € Wells shall not be entitled to any reimbursement for any accumulated sick days, but shall be entitled to accumulated vacation days pursuant to Board policy. 5. PRESS RELEASE, The Board has agreed to issue a Press Release, subject to the review of Dr. Wells’ couasel, provided however, that nothing herein shall prevent the Parties from discussing these matters further, without prior approval or review. 6. BINDING EFFECT. This agreement i binding upon the parties hereto, their successors, heirs, assigns, board members, employees, agents, and attorneys. 7. INDEMNITY. Wells shall indemnify OCBR in the event of any breach of this agreement, and attorney's liens, or in the event that any third party attempts to enforce a Released Claim. He shall further indemnify OCBE for any tax consequences arising from any payment under this Agreement. 8. MISCELLANEOUS. This agreement may be amended only in writing. This agreement shall be interpreted by the laws of the Commonwealth of Kentucky.awh DR. WILLIAM WELLS COMMONWEALTH OF KENTUCKY) JSS COUNTY OF Sager or ) SUBSCRIBED, SWORN TO AND ACKNOWLEDGED before me by DR. WILLIAM WELLS on this | __ day of September, 2015. B8-30\5 My Commission Expires: _\\ NOT y PUBLIC, STATE AT LARGE, KENTUCKY Ke OLDHAM COUNTY BOARD OF EDUCATION COMMONWEALTH OF KENTUCKY) ) SS: COUNTY OF =) SUBSCRIBED, SWORN TO AND ACKNOWLEDGED before me by 28s » for and on behalf of the Oldham County Board of Education, on this day of September, 2015. My Commission Expires: NOTARY PUBLIC, STATE AT LARGE, KENTUCKY