SEP. AGREE! This Agreement is made by and between the Board of Education of the Baldwinsville Central School District (hereinafter referred to as the “Board”) and Jason Thomson (hereinafter referred to as “Mr. Thomson” or the “Superintendent”) (hereinafter collectively referred to as the “Parties”). WHEREAS, the Boerd and Mr. Thomson are parties to an employment agreement, adopted August 16, 2021, providing that Mr. Thomson would serve as the Superintendent of the Schools for the Baldwinsville Central School District (hereinafter referred to as the “District”) for a three-year period commencing on or about August 17, 2021 through August 16, 2024 (hereinafter referred to as the “Employment Agreement”); and WHEREAS, on or about June 6, 2022, the Board approved an addendum to the Employment Agreement extending Mr. Thomson’s Employment Agreement through August 16, 2025; and WHEREAS, on or about November 10, 2022, the Board of Education commenced disciplinary proceedings against Mr. Thomson seeking his termination from employment; and WHEREAS, the Parties desire to fully resolve any and all potential issues concerning Mr. Thomson's employment with the District in a final, amicable, and mutually agreeable ‘manner without resorting to further litigation; and WHEREAS, the Parties have read the terms of this Agreement, are of legal age, are legally competent to understand and enter into a binding agreement, and have retained representation to have all the terms herein explained to them so that each party knowingly, freely, and voluntarily enters into this Agreement without fraud, duress, or any other undue influence. eves Page 1 of 11NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which the Parties acknowledge, the Parties agree to the following: 1. Resignation. Mr. Thomson shall tender an irrevocable letter of resignation from his position as Superintendent of Schools, and all other employment, at the District, effective the close of business on June 30, 2023. Mr. Thomson must also submit the formal letter of resignation, which is attached hereto as Exhibit “A”. Mr. Thomson further agrees that he will not, in the future, apply for or accept employment or reemployment, or volunteer, with the District in any capacity, 2. Waiver of Due Process. Mr. Thomson agrees to waive his rights to a formal disciplinary hearing as set forth under paragraph 14 of the Employment Agreement and agrees to comply with all the terms and conditions prescribed by this Agreement. 3. Withdrawal of Disciplinary Proceedings. The Board agrees to withdraw the disciplinary proceedings commenced against Mr. Thomson on or about November 10, 2022, within two weeks of the execution of this agreement, 4, Employment Status Pending Effective Date. Pending the effective date of his resignation, Mr. Thomson shall remain on paid administrative leave, and will continue to receive his usual salary and health and dental insurance coverage as he would under the Employment Agreement. 5. Severance, In exchange for his promises in this Agreement, Mr. Thomson shall receive the following severance package: a. Within two (2) weeks following Mr. Thomson’s effective resignation date, the District will make payable to Mr. Thomson a one-time lump-sum payment curses Page 2 of 11equivalent to Mr. Thomson's salary from July 1, 2023 through October 31, 2023 at his regular rate of pay for the 2022-2023 school year, plus any accumulated vacation time up to and including June 30, 2023 (pursuant to paragraph c. below), subject to withholdings and deductions. b. Through October 31, 2023, the District will continue to provide Mr. Thomson with health and dental insurance benefits with the District under the same plan and contribution percentages as he currently receives under the Employment Agreement. Mr. Thomson's premium contribution shall be deducted from the lump-sum payment as described above in Paragraph 5(a). In no event will health insurance be provided to Mr. Thomson after October 31, 2023, except pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) at Mr. Thomson’s sole discretion and cost. ¢. Mr. Thomson will be compensated at his daily rate of pay for any and all acerued vacation leave days available through June 30, 2023. Mr. Thomson shall not accrue any additional vacation days throughout the duration of his employment. 4. Unless otherwise expressly provided for in this Agreement, Mr. Thomson shall not be entitled to any other benefits as set forth in the Employment Agreement nor is the District required to comply with the terms and conditions of the Employment Agreement, 6. Return of Property. By no later than February 3, 2023, if Mr. Thomson has not already done so, he shall return to the Acting Superintendent of Schools any and all keys, fobs, badges, books, accounts, files, documents, computer logins/passwords and other District records asses Page 3 of 11(including any materials maintained in computer formats), and all other items of equipment and property remaining in his possession which are property of the District, or which are maintained on behalf of the District. In addition, as soon as practicable after final approval of this Agreement by the Board, Mr. Thomson shall remove all his personal belongings from the District property, if he has not already done so. Mr. Thomson shall contact the Acting Superintendent of Schools to arrange such pickup of belongings. The District shall be notified and afforded an opportunity to have a representative present while Mr. Thomson removes any personal items from District property. 7. No Admission. ‘The Parties’ actions by entering into this Agreement are the result of a compromise between them of all claims and are not, and shall not be deemed, an admission of wrongdoing by any Party. Neither this Agreement nor the furnishing of the consideration for this general release shall be deemed or construed at any time for any purpose as an admission by the District or Mr. Thomson of any liability or unlawful or immoral conduct of any kind. Both Parties expressly deny wrongdoing of any kind. 8. Non-Disparagement. Mr. Thomson and the Board shall not engage in any conduct or pattern of conduct that involves the making or publishing of written or oral statements or remarks (including, but not limited to, the repetition or distribution of derogatory rumors or allegations) related to the facts and circumstances surrounding this Agreement which are disparaging, deleterious, or damaging to the integrity or reputation of the other party. Ifa prospective employer contacts the District for a reference, the District will provide Mr. ‘Thomson's positions, dates of employment, and salary at the time of resignation. The District, and all of the released persons described in paragraph 10 below, shall not be subject to this provision for the purpose of compliance with any federal or State law or regulation, including but esses Page 4 of 11not limited to, any request filed under the Freedom of Information Law (“FOIL”), legal subpoena, discovery demand, investigation conducted by the New York State Education Department, or similar disclosure demand by a governmental agency, in administrative proceedings including any related grievance or litigation involving the Parties, or as otherwise required by law. Nothing in this paragraph prevents Mr. Thomson and/or his attorney from making a public statement that all charges asserted against Mr. Thomson by the Distriet will be or have been withdrawn. 9. References. Mr. Thomson may contact District employees for letters of reference, which shall not be on District letterhead, but there is no obligation for any employee to comply with said request nor is the District required to facilitate any contacts made by Mr. Thomson. Moreover, any employee who submits a letter of reference for Mr. Thomson is not making any representations on behalf of the District that the District agrees with the contents of said letters of reference, 10. — Waiver and Release: Covenant Not to Sue, In consideration of the promises and other valuable consideration contained in this Agreement, Mr. Thomson hereby forever, fully and completely releases and discharges the District and any affiliated entities and its respective current, former, and future directors, members, Board of Education, officers, employees, attomeys, agents, insurers, reinsurers, representatives, and successors and assigns, and all persons acting with or on behalf of them (hereinafter collectively referred to as the “Released Parties”), in both their official and individual capacities, from any and all claims, liabilities, demands and causes of action of any kind, whether known or unknown, whether based upon or arising out of tort, contract (express or implied), collective bargaining agreement, fiduciary or other duty, common law, certificate of incorporation, bylaw, resolution, manual or asses) Page Sof 11other document or corporate or other law, or arising out of any prohibited act under local, state, or federal employment or benefits law, including but not limited to any claims of discrimination and/or discriminatory employment practices on the basis of race, color, gender, sex, sexual harassment, sexual orientation, disability, handicap, religion, creed, national origin, ancestry, age, citizenship, ethnic characteristics, sexual or afiectional preference or marital status and also includes, no matter how denominated or described, any claims of discrimination, retaliation or interference under Title VII of the Civil Rights Act of 1964, 42 USC § 2000e et seq., 42 USC § 1981, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended, the Employee Retirement Income Security Action of 1974 (hereinafter referred to as “ERISA”), 29 USC § 1002 et seq., as amended, the Workers Adjustment and Retraining Notification Act, as amended, the Americans with Disabilities Act (hereinafter referred to as “ADA”), 42 USC § 12101 et seq., the Family and Medical Leave Act of 1993 (hereinafter referred to as “EMLA”), 29 USC § 2601 et seq., the Fair Labor Standards Act (hereinafter referred to as “FLSA”), 29 USC § 201 et seq., the Age Discrimination in Employment Act (hereinafter referred to as “ADEA”), 29 USC § 623 et seq., the New York State Human Rights Law, NY Exec. Law § 290 et seq., the New York Labor Law, the New York Education Law, the New York Civil Service Law, or any other federal, state or local law, rule, regulation, ordinance, executive order or policy, and any claims of conversion, failure to return property, failure to pay wages, wrongful discharge or termination, tortious interference with contract, breach of covenant, constructive discharge, breach of promise, public policy, negligence, retaliation, defamation, libel, slander, impairment of economic opportunity, loss of business opportunity, fraud, deceit, misrepresentation, whistle-blower activities, perceived disability, history of disability, claims for back pay or front pay, claims for pain and suffering eae Page 6 of 11and/or emotional injuries, claims for personal injuries of any kind, and payment of wages or benefits of any type, as well as any claims for attorneys’ fees, costs, or expenses of any kind and claims for injunctive relief, which Mr. Thomson may ever have had or claims to have had, from the beginning of the world through the date that this Agreement is fully executed, ic., signed by both Parties, except the obligations expressly imposed on the Parties by this Agreement will survive execution of the Agreement. Mr. Thomson represents and warrants that he has not filed or caused to be filed any actions, charges, or complaints against the District with any municipal, state, or federal court or agency charged with the enforcement of any law; and if he has done so, that he will promptly withdraw such actions, charges, and/or complaints with prejudice. Pursuant to and as a part of Mr. Thomson's release and discharge of the District, as set forth in this Agreement, with the sole exception of his right to bring a proceeding pursuant to the Older Workers Benefit Protection Act to challenge the validity of his release of claims pursuant to the ADEA, he agrees, not inconsistent with EEOC Enforcement Guidance On Non- Waivable Employee Rights Under EEOC-Enforced Statutes dated April 11, 1997, and to the fullest extent permitted by law, not to sue or file a charge, complaint, grievance or demand for arbitration against the District in any forum. Mr. Thomson is not prohibited from cooperating with any investigation conducted by the EEOC or other local fuman rights agency; however, he expressly waives any claim to any form of monetary or other damages, or any other form of recovery or relief in connection with any such action. Nothing in the foregoing paragraph shall prevent Mr. Thomson or his attorneys from (j) commencing an action or proceeding to enforce this Agreement or (ii) exercising his mesa, Page 7 of 11rights under the Older Workers Benefit Protection Act of 1990 to challenge the validity of his waiver of ADEA claims set forth in this Agreement. Older Workers Benefit Protection Act Waiver of Age-Related Claims. In accordance with the Older Workers Benefit Protection Act, Mr. Thomson acknowledges that he has received written notice of the following, and stipulates that: a. This waiver specifically refers to his rights under the Age Discrimination in Employment Act; b. He has read, understands, and knowingly and voluntarily enters into this Agreement without fraud, duress, or any other undue influence, and has not been threatened or coerced in any way by any party in entering into this, Agreement so as to inhibit his free will or knowledge or understanding of the terms set forth herein; ©. Heis receiving adequate consideration from the District relative to his centering into this Agreement; G. He has been advised of his right to consult with an attorney with respect to this Agreement; e. He is not waiving any rights or claims that may arise after the effective date hereof; £ He has been offered up to twenty-one (21) days to consider the terms of this Agreement; g. He has seven (7) days following the signing of this Agreement to revoke it by providing written notice of revocation, mailed or hand-delivered to the Page 8 of 11District Clerk, Baldwinsville Central School District, c/o District Office, 29 East Oneida Street, Baldwinsville, New York 13027; and h, He will not receive severance pay or other benefits under this Agreement, and the Agreement shall not become effective or enforceable if he revokes the Agreement during this seven (7) calendar day period. 10. Adequacy of Consideration. Each of the Parties hereto acknowledge that the consideration exchanged as part hereof amongst them is fair, reasonable, and adequate for having entered into this Agreement, Mr. Thomson understands and agrees that he shall not be entitled to any other benefits from the District except those expressly set forth in this Agreement and acknowledges that he is receiving consideration to which he might not otherwise be entitled. 11, Capacity. The Parties acknowledge that they have read all the terms of this Agreement, are of legal age, are legally competent to understand and enter into a binding ‘Agreement, have had the opportunity to be represented by counsel, and have had the terms herein contained explained to them, so that each Party knowingly and voluntarily enters into this Agreement without fraud, duress, or other undue influence. 12, Savings Clause. If any provision of this Agreement or any application of it shall bbe found contrary to law, then such provision of application shall be deemed invalid only to the extent permitted by law, but all other provisions or applications shall continue in full force and effect, provided severance of the invalid or illegal provision does not defeat the intent of the Parties as reflected in this Agreement, 13, Full, Final and Complete Agreement. The Parties agree that this written ‘Agreement represents the full, final and complete resolution of this matter, has not been supplemented by any oral promises or representations, and cannot be modified, except in a (msn Page 9 of 11vatiting signed by all Parties hereto or their lawful successors, and approved in the same manner as this Agreement, 14, Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed by a signature delivered electronically, by facsimile or by the use of Adobe portable document format, which shall be deemed the same as an original signature. This Agreement shall not be binding until both signatories have signed. 15. Effective Date, This Agreement shell take effect immediately upon Board approval and on the date that it has been signed by both Parties, i, the date that the second party to sign the Agreement actually signs it. BALDWINSVILLE CENTRAL SCHOOL DISTRICT BO sp. chabans 1-93-93 4ennifer Patruno, Board President Date eo froos Date * Jason T! on rena) Page 10 of 11EXHIBIT “4” LETTER OF RESIGNATION Jennifer Patruno, Board President Board of Education Baldwinsville Central School District 29 East Oneida Street Baldwinsville, New York 13027 Re: Letter of Resignation Dear Board President Patruno: Thereby irrevocably resign from my position as Superintendent of Schools and all employment with the Baldwinsville Central School District, effective the close of business on June 30, 2023. ineerely, A ears Jason The > Page 11 of 11 prone