SEPARATION AGREEMENT AND FULL AND FINAL W. Es ISMISSAL OF ALL CLAIMS This SEPARATION AGREEMENT AND FULL AND FINAL WAIVER, RELEASE, AND DISMISSAL OF ALL CLAIMS ("Agreement") is made and entered into this 18th day of November, 2022, by and between Ashish K. Vaidya, Ph.D. (“Dr. Vaidya”) and Northem Kentucky University, by and through its Board of Regents (the “University”) (with Dr. Vaidya and University sometimes referred to herein collectively as the “parties”). WHEREAS, Dr. Vaidya is employed by the University as the President of Northern Kentucky University (“University”) pursuant to a certain Employment Agreement with an effective date of December 17, 2021 (the “Employment Agreement”); WHEREAS, Dr. Vaidya and the University mutually desire to terminate the Employment Agreement, according to the terms set forth herein; and WHEREAS, the University and Dr. Vaidya now wish to resolve all matters between them relating to their employment relationship, and to conclude their employment relationship in an amicable and mutually agreeable manner. NOW, THEREFORE, in consideration of the mutual promises and covenants described herein, the faimess and adequacy thereof being stipulated by the parties, the University and Dr. Vaidya hereby agree as follows: 1. Termination of Employment Agreement, The parties hereby agree that the Employment Agreement shall terminate at close of business on December 19, 2022 (“Effective Date of Separation”). ‘The parties acknowledge and agree that following the Effective Date of Separation, the terms of the Employment Agreement shall become null and void, and neither Dr. Vaidya nor the University shall have any further rights or duties under the Employment Agreement. The parties further acknowledge and agree that following the Effective Date of Separation, the relationship between the parties, and their rights, duties (except for COBRA opportunity) and benefits relative to one another, shall be governed solely and exclusively by the terms of this Agreement. Dr. Vaidya hereby waives his rights which survive the termination of the Employment Agreement, including without limitation his tenure rights under Section 16 of the Employment Agreement, and he agrees that such rights shall terminate as of the Effective Date of Separation. The parties further hereby stipulate and agree that the decision to terminate the Employment Agreement was made mutually, and that neither party invoked its termination rights under the Employment Agreement. 2. Return of.Property. Dr. Vaidya hereby agrees to return any and all property belonging to the University, including but not limited to office keys, badges, records, documents, electronic information, electronic equipment, and automobile, on or before the Effective Date of Separation. 3. Waiver of Appeal. Dr. Vaidya, in consideration of the payments and benefits hereinafter described, agrees to waive any right to appeal any employment decisions relating to 1his employment through any appeal procedures, including without limitation any due process rights he may have under University policies and handbooks and/or applicable Kentucky law. 4. Consideration, In further consideration of Dr. Vaidya’s full and final waiver, release and dismissal of all claims and his other agreements herein, the University agrees to provide to Dr. Vaidya the following severance consideration: (Payment, in lieu of notice, in the total gross amount of $1,300,000.00, less required withholdings, which payment shall be allocated in the following manner: Payment of one-half on or before December 2, 2022, and payment of one-half on or before January 31, 2023. To the extent allowed by retirement plans and the law, Dr. Vaidya will be allowed to make maximum retirement contributions in 2022 and 2023. (ii) Dr. Vaidya will be issued payment for 123 accrued hours of paid time off, in the total gross amount of $28,385.00, less required withholdings, which payment shall be made when the University pays the second installment described in Section 4(i). (iii) ‘The payment(s) described in this Section 4 are intended to and do include and incorporate any and all payments to which Dr. Vaidya would otherwise be entitled under the Employment Agreement and University policy, and Dr. Vaidya releases any claim to such other payments, ifany. Dr. Vaidya agrees that except as expressly stated in this Agreement, and except for payment of his regular salary and benefits through the Effective Date of Separation, the University owes no further payment of any type to him or anyone on his behalf. (iv) The parties each agree to issue mutually agreed public statements on or about November 17, 2022. (v) The Chair of the Board and Dr. Vaidya will prepare a positive letter of reference, 5. Expenses. From and after the date that this Agreement is signed by both parties, Dr. Vaidya may not incur additional expenses on behalf of the University or in his eapacity as a University employee without the prior written consent of the Chair of the Board of Regents. 6. Satisfaction of Claims. Dr. Vaidya acknowledges and agrees that the payments and benefits furnished to him herein fully and completely satisfy all claims for monies or benefits owed to him by the University, and he acknowledges that no policy of the University and no contract or law requires the University to provide such payments or benefits to him. Dr. Vaidya further acknowledges that he will not accrue or receive any payments or benefits after the Effective Date of Separation, except for those expressly set forth in Section 4 above. Dr. Vaidya further acknowledges that the consideration provided in this Agreement by the University for release of all claims is above and beyond that to which he is already entitled. 7. Current Engagements, On or before November 19, 2022, Dr. Vaidya shall provide to the Chair of the Board of Regents a list of any events, engagements, or travel that he is, currently scheduled to attend or participate in in his official University capacity, as well as a list of all committees, boards, or other organizations with which Dr. Vaidya holds a position or 2association as a result of his service as President of Northen Kentucky University. Dr. Vaidya shall follow the direction of the Chair of the Board of Regents regarding how to cancel, fulfill, or transition such obligations in the best interest of the University 8. Mutual Release. (i) Release of Claims by Dr. Vaidya. As a material inducement to the University to enter into this Agreement, Dr. Vaidya for himself and for his personal representatives, heirs and assigns fully, completely, irrevocably and unconditionally hereby releases, acquits and forever discharges and covenants not to sue the University, the Board of Regents’ individual members, the officers, agents, representatives and employees of the University, and the successors and assigns of each of the foregoing, from any and all claims of whatever nature, including expenses and attorney’s fees, which have been or could have been asserted by him or on his behalf in any forum as of the Effective Date of Separation. This release of claims includes, but is not limited to, any and all claims for discrimination, retaliation, and any other claim which could be asserted under the Kentucky Revised Statutes or any other law of any other state or locality, or any federal law, including but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act, the Age Discrimination in Employment Act, and the Americans with Disabilities Act. Dr. Vaidya further hereby releases, without limitation, any claims growing out of any legal restrictions on the University's right to terminate its employees, claims for reinstatement or reemployment, claims for breach of contract, claims for wages or benefits, and all other claims arising out of or in any way connected with his employment with the University, whether now known or unknown, at any time up to and including the Effective Date of Separation. Dr. Vaidya agrees that he cannot waive his right to file a charge with the Equal Employment Opportunity Commission or the Department of Labor, but should a charge be filed, he hereby waives his right to receive any monetary relief from such charge. Dr. Vaidya further hereby waives any right to payment of attorney’s fees which might have been incurred by him in connection with this Agreement or any claims released herein, (ii) Release of Claims by the University. As a material inducement to Dr. Vaidya to enter into this Agreement, the University, together with the Board of Regents’ individual members, and the officers, agents, representatives, and employees of the University, and the successors and assigns of each of the foregoing, hereby releases Dr. Vaidya from any and all claims of whatever nature, whether known or unknown, arising on or before the Effective Date of Separation. 9. Age Discrimination in Employment Act Release, Dr. Vaidya hereby agrees to release any and all claims under the Age Discrimination in Employment Act. In compliance with the rights afforded him under the Older Workers Benefit Protection Act, he is: (i) offered twenty- one (21) calendar days in which to review the terms and effects of this Agreement in its entirety with an attorney of his choice; (ii) advised to consult with an attorney; and (iii) afforded for a period of seven (7) calendar days following the execution of this Agreement the right to revoke this Agreement by notifying the University in writing of such revocation, If Dr. Vaidya exercises the foregoing revocation rights, the University shall have no obligations under this Agreement. 10. Tenure Relinquishment, Dr. Vaidya hereby relinquishes his tenured status with 3the University, including all property and due process rights afforded tenured faculty members by University policy and applicable state and/or federal law. Dr. Vaidya understands and agrees that by executing this Agreement, he has affirmatively relinquished his tenure, and that therefore any faculty termination provisions of the University Faculty Handbook or other University policy are inapplicable to him. 11, Non-Disparagement. Both parties acknowledge the importance of the other party's excellent reputation in the community. Therefore, as a material inducement for both parties to enter into this Agreement, both parties and the Board of Regents agree that they shall not make any disparaging statements, oral or written, to anyone concerning or in any way relating to the other party hereafter from the date of this Agreement, except as may be necessary to defend itself against legal claims asserted and/or to testify truthfully in any lawsuit, administrative proceeding, or investigation by any Governing Bodies (defined herein). However, Dr. Vaidya acknowledges that the University has no control over the right to free speech of its employees. 12, Representations. Dr. Vaidya represents that he knows of no conduct by a University regent or employee or University affiliate that is in violation of rules, regulations, policies, or procedures of any state, federal, or other governing body of which Northern Kentucky University is a member or to which Northen Kentucky University is subject (collectively, “Governing Bodies”), including but not limited to the National Collegiate Athletics Association (NCAA), the Southem Association of Colleges and Schools Commission on Colleges (SACSCOC), the Horizon League, the Equal Employment Opportunity Commission (EEOC), the United States Department of Education and/or its Office of Civil Rights, and of which the University or an appropriate University department is not already aware. In the event Dr. Vaidya is aware of such information, he agrees to disclose such information to the University’s General Counsel on or before December 19, 2022. 13, Non-Disclosure, Dr. Vaidya agrees to maintain the confidentiality of, and to not disclose to any third party, any and all confidential and proprietary information belonging to the University. Without limitation of the foregoing, Dr. Vaidya hereby agrees that he will not directly or indirectly use, disclose or communicate to any person, company, or other entity, in any manner whatsoever, at any time, any information concerning or relating to the University’s trade secrets, intellectual property, methods, techniques, processes, procedures, formulas, data, inventions, marketing information, plans and strategies, finances, pricing, employees, and students. 14, Indemnification for Lawsuits, The University agrees that the President will continue to be indemnified for any currently pending lawsuits and that he will be indemnified for any future lawsuits arising out of his actions as President, consistent with the terms of any applicable insurance policies. The President agrees that he will cooperate in any such lawsuits and assist the University with the defense of same. The University agrees to reimburse the President for the reasonable costs of travel to and from the area for any proceedings associated with any pending or future lawsuits, should such travel be reasonably required. 15. Offer of Compromise. The parties agree that this Agreement is made in the interest. of anticipating and fully and forever compromising and resolving all unsettled issues, matters, disputes and potential claims between the parties hereto, Nothing contained in this Agreement shall 4constitute any acknowledgment or admission of liability by either party. The parties agree that this Agreement is tendered with the intent to compromise and settle any and all potential claims between the parties. Because the Agreement is an offer of compromise, this Agreement and its terms are inadmissible pursuant to the applicable rules of evidence. 16. Choice of Law/Venue. ‘This Agreement shall be governed by and construed according to the laws of the Commonwealth of Kentucky. The sole venue for any dispute arising out of this Agreement shall be the state or federal courts, as the case may be, based on the laws of the Commonwealth of Kentucky. 17, En lodification: Waiver; Severability; This Agreement constitutes the entire understanding of the parties hereto and supersedes any and all prior representations or agreements, whether written or oral, between the parties, including without limitation the Employment Agreement. This Agreement cannot be changed or modified unless in writing signed by the parties hereto, No delay or failure to enforce any provision of this Agreement shall constitute a waiver or limitation of rights enforceable under this Agreement by either party. If any term of this Agreement is found to be unenforceable, such term shall be severed from the Agreement, and the remaining terms of the Agreement shall remain valid and enforceable. This Agreement may be executed in counterparts, and a copy of this Agreement shall be given the same effect as the original {Signature page follows]IN WITNESS WHEREOF, the University has caused this Agreement to be executed by its duly authorized representative, and Dr. Vaidya has hereunto set his hand. Ake: Ashish K. Vaidya, Ph.D. Date: November 18, 2022 COMMONWEALTH OF KENTUCKY ) ) COUNTY OF CAMPBELL, ) ‘The foregoing instrument was acknowledged before me on the date indicated below by Dr. Ashish K. Vaidya. GIVEN under my hand and seal this 18th day of November, 2022. G nw? TPH OBFO7 OTARY PUBLIC Printed Name: eI Grave: ‘My Commission Expires: (IS ~ QO- 2083By: Richard A. Boehne Title: Chair, Board of Regents Date: November 18, 2022 COMMONWEALTH OF KENTUCKY, ) d COUNTY OF CAMPBELL ) The foregoing instrument was acknowledged before me on the date indicated below by Richard A. Boehne, as Chair of the Board of Regents, on behalf of Northern Kentucky University. GIVEN under my hand and seal this 18th day of November, 2022. es SDE OABEOT Do