1. Rates This Settlement Agreement and Release dated August 7/ 2020, is entered into between Dr. Frank Lamas {"Employee”] and the Board of Trustees of the California State University (CSU) on behalf of California State University, Fresno (“Fresno State”) (collectively the Employee and (CSU are referred to as the Pa 7 21. Employee is the Vice President of Student Affairs and Enrollment Management at Fresno State, Employee was originally hired and appointed to the position of Vice President beginning in the fall 2014 semester. As part of his appointment as Vice President, the University ranted Dr, Lamas the right to retreat to a faculty position as an Assistant Professor without tenure : 22. Employee is currently reassigned from his regular duties as Vice President of Student Affairs and is instead on a Special Assignment to Fresno State President Joseph Castro and reports directly to the President. 23. The University recently conducted two investigations involving allegations against the Employee. [These investigations are hereinafter referred to as the “Investigations” ] 24, The Employee continues to contest the findings against him from the Investigations. ‘The Employee also contends that the Investigator's reports were biased against him and that the investigative process violated his due process rights. 25. The Parties wish to avoid the expense, inconvenience, and uncertainty of further proceedings, and wish to resolve all disputes and claims between them. a Ss - 3 Employee agrees to remain on Special Assignment to President Castro from the date this Agreement is executed until December 31, 2020. Employee will conduct all employment work remotely and will only come to campus when the President either requests or approves it. 32. Employee agrees to retire from his employment with Fresno State, effective December 31, 2020. Employee hereby delivers to Fresno State a signed letter of intent to retire, which is attached hereto as Exhibit A. Employee acknowledges and agrees that his retirement from Fresno State on December 31, 2020 will be irrevocable as of the Enforceability Date of this, ‘Agreement (as defined below). CSU agrees to accept Employee's retirement from Fresno State as of December 31 2020, and Employee agrees to waive any claim or right to retreat to a teaching position as an Assistant Professor. 33. __ Within thirty days of the Enforceability Date, CSU shall pay Employee the amount ‘of $260,000.00 (Two Hundred-Sixty Thousand Dollars), as settlement for any and all matters related to Employee's employment with Fresno State and CSU, including any and all claims for damages, costs, expenses, attorneys’ fees and compensation which Employee has against CSU, its officers, agents and employees. As a settlement payment, the University will not withhold any taxes, and the Employee will be fully responsible for all tax consequences per the terms of section 3.8 of this Agreement, 34, Employee agrees to sign the Payee Data Record Form{s] provided by CSU as a condition to receiving the payment described in Section 3.3. Employee agrees to retum all keys, Page 1 of 6equipment, or any other University property issued to him by December 31, 2020. 35. ‘The Parties agree that the Employee will direct all reference requests in the future to Fresno State’s Office for the President. The University will provide a letter of reference from President Castro to facilitate the Employee's efforts to pursue future opportunities. 36 ‘The University agrees to remove any and all documents related to the Investigations from their current location and relocate these files to the CSU's Office.of General Counsel within thirty (30) days from the Enforceability Date of this document. The University will only retain copies of this Agreement in Fresno State ‘s Human Resources Office and the University’s Office of General Counsel. If the University receives a request for the Agreement or records related to the Investigations pursuant to a Public Records Act Request or other legal mandate such as a subpoena, the University will provide notice to the Employee c/o Dan Siegel, Esq, at DanMSiegel@gmail.com, and shall allow the Employee five business days to réspond prior to producing the records. The Employee must maintain updated contact information to ensure the University can provide timely notice. 37, If Employee has filed any grievance, legal, or administrative proceedings against OSU or any of its representatives, related to his employment with CSU, Employee shall advise CSU and withdraw from and/or cause dismissal of all of those proceedings with prejudice. Employee shall send written notice or verification of the withdrawal of all claims related to Employee's employment with CSU addressed to Fresno State’s Human Resources Office within 14 days Brfbrecabltlty Dike 38 ‘Employee has not relied on any representations as to the tax consequences of this Agreement. Ifany taxing authority determines that any part ofthe settlements taxable, Employee will be solely responsible for those taxes. Employee will indemnify and hold harmless CSU, and all of its representatives, from any liability to any taxing authority and from claims made in any administrative or judicial action to collect taxes from CSU related to the payments made under this Agreement, Ia proceeding is instituted against CSU regarding tax liability related to the payments made under this Agreement, CSU will give Employee notice of the proceedings at his lastknown address, and Employee will be obligated to defend and indemnify CSU, 39. Employee confirms and agrees that he will not apply for, seek, or accept employment with California State University, Employee further agrees if he does apply, CSU may deny him such employment, and such denial shall not constitute any violation of any iaws, rules oF orders of any state, municipality, or of the United States. The parties agree and acknowledge that by this Agreement, they seek an unequivocal, complete, and final dissolution of the employment relationship between Employee and CSU. If, through mistake or inadvertence or otherwise, Employee applies for employment with CSU, then he shall withdraw his application immediately upon notice without any recourse, legal or otherwise, and to the extent that Employee has already been hired, he will resign immediately upon notice without any recourse, legal or otherwise. 3.10. __ Employee understands and acknowledges that the consideration provided for in this Agreement is in full and complete settlement of all claims of any kind, whether known or unknown, actual or potential, which Employee may have against CSU in connection with his employment, and any other conduct of the Parties occurring prior to and up to the date of this Agreement 3.11. Employee hereby waives and fully releases and forever discharges The State of California, the Trustees of the California State University, Fresno State, their officers, employees, representatives, volunteers and agents from any and all claims, causes of action, complaints, damages, agreements, suits, attorney's fees, loss, cost or expense, obligations and liabilities, of whatever kind or character, any statutory claims, or any and all other matters of whatever kind, Page 2 of 6nature or description, whether known or unknown, occurting prior to the date of the execution of this Agreement, which he may have against CSU, by reason of or arising out of or concerning his employment with CSU, Employee acknowledges that his release of claims specifically includes, but is not limited to, any right to request reconsideration under Section 42728 of Title 5, California ‘Code of Regulations, as well as any and all claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. Section 2000 et seq,; the Age Discrimination in Employment Act, 29 U.S.C. Section 621 et seq. (“ADEA”); the Federal Civil Rights Statutes, 42 U.S.C. Sections 1981, 1982, 1983, 1985 and 1986; the Americans with Disabilities Act; the Equal Pay Act, the California Fair Employment and Housing Act, California Government Code Section 12940 et seq.; the Family and Medical Leave Act; the California Labor Code; and the Unruh Civil Rights Act based upon events occurring prior to and up to the date of the execution of this Agreement, In so doing, Employee expressly acknowledges that he hereby waives all rights he may have.under Section 1542 of the California Civil Code, which provides: ‘A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party. 3.15, Employee hereby expressly acknowledges and agrees that the above-described waiver and release includes any and all claims, rights, and causes of action, known or unknown, he may have under the Age Discrimination in Employment Act ("ADEA"), 29 U.S.C. §621 et seq., related to or arising from employment with CSU up to the Enforceability Date of this Agreement Employee further expressly acknowledges that he (a) has been advised to consult an attomey prior to executing this Agreement; (b) has had a reasonable opportunity to consult his attorney prior to executing this Agreement, and (c) enters into the Agreement freely and voluntarily, and after appropriate opportunity to consult with representatives. 3.16. Employee has been given twenty-one (21) days to consider the Agreement, has ‘carefully read the entirety of this Agreement, and knows the contents thereof, and to the extent he has executed the Agreement prior to the expiration of that period, Employee has knowingly and voluntarily waived his right to consider the Agreement for that 21-day period, 3.17, Employee understands that he has seven (7) days after executing this Agreement to revoke this Agreement by sending a written revocation to the Fresno State Human Resources Office, and that the Agreement will not be effective or enforceable until the seven-day revocation petiod has expired (the “Enforceability Date”) 3.18, This settlement is a compromise of disputed claims, and is not an admission by any party of any liability. CSU and its employees specifically deny any wrongdoing of any kind whatsoever, and enter into this Agreement to resolve all disputes and claims between the parties and to avoid the expense, inconvenience and uncertainty of continued proceedings. Employce specifically contests the legitimacy of any and all findings sustained by the University during the Investigations. 3.18 The Parties agree that the mediator of this matter, U.S, District Judge Hon. Oliver 'W. Wanger (Retired), shall retain jurisdiction over this matter to enforce the terms and conditions of the Parties’ settlement, should any dispute arise. 3.19. ‘The Parties agree that this Agreement is a one-time resolution of the facts and events related to Employee’s employment with Fresno State and that this Settlement and Release shall not serve as a precedent of any kind, cither at Fresno State or elsewhere within the California State Page 3 of 6University System, 3.20, Employee acknowledges that he enters into this Settlement Agreement and Release freely and voluntarily, and after full opportunity for deliberation and consultation with his attomey about the matters contained herein, 3.21 This Agreement represents the full and complete agreement and understanding between the Parties with respect to the matters stated herein, Any agreement or promises alleged to have been made which are not reflected in the written terms of this Agreement are and shall be superseded by the terms of this Agreement, and shall have no effect. Any amendment to this Agreement must be in writing and signed by all parties, 3.22, This Agreement shall be interpreted under the laws of the State of California. 3.23. The parties shall bear their own costs, expenses, and attomeys’ fees 3.24. This Agreement may be signed in counterparts. Ry signing helow, the parties witness their agreement tr all the terms and conditions of thie ‘Agreement EMPLOYEE, —7) / Y Cu — LW 9 Dr. Frank Lamas Date ¥- B I- 2020. Board of Trustees of the oN A STATE UNIVERSITY Joseph Castro President California State University, Fresno Page 4 of 6De Office of Genefal Counsel California State University Page S of 6EXHIBIT A ‘August __, 2020 Dr. Joseph Castro President Califomia State University, Fresno $200 North Barton Ave. Fresno, CA 93740-8014 RE: Retirement I, Frank Lamas, hereby agree to retire from my position as Vice President of Student Affairs at California State University, Fresno, effective at the close of business on December 31, 2029 Page 6 of 6