AGREEMENT This Agreement is entered into by Robert 0. Davies, President (the “President”) and Board of Trustees of Central ‘Michigan University ("the Board") and is effective as set forth below. 1. Employment and Term. a, President and the Board have agreed that President will continue his employment as President of Central Michigan University (University) through December 31, 2024 (“Presidential Term”) i, The Board continues its appointment and employment of Robert 0. Davies to be President of University, to serve as the chief executive officer of CMU under the policies, supervision, and direction of the Board of Trustees of CMU. President, accepts and agrees to such continued employment. ii, President shall perform all duties required by the constitution and laws of Michigan, ‘the bylaws and policies adopted by the Board, and the terms of this Agreement. The President shall perform such duties as re customarily performed by a public university president in the State of Michigan which may include, but are not limited to: fund raising, development, and public and alumni relations; institutional, faculty, and educational leadership; long-range planning and budget formulation; oversight of CMU buildings, grounds and equipment; administration of the affairs of CMU as best serves CMU consistent with Board policy; student recruitment; overseeing the appointment, supervision, promotion and termination of faculty and staff members; preparing regulations, rules and procedures useful to the welfare of CMU; representing CMU to the state legislature; and recommending to the Board, and implementing, policies and procedures that promote the excellence and success of, CMU ina fiscally sound manner. lil, President accepts and agrees to continue the responsibilities of his office as listed in his previous contract and devote his full-time attention and energies to the duties as President of CMU. b. From January 4, 2025 through December 31, 2025, President will become a President Emeritus of Central Michigan University (Advisory Tern). ©. On January 1, 2026, President will become a President Emeritus and University Faculty as a Tenured Full Professor with Senior Officer Rights (Faculty Term). 2. Salary and Benefits. a. Presidential Term (2024) i. Salary. For all services rendered under this Agreement for the Presidential Term, CMU shall pay President a guaranteed annual salary of Four Hundred Fifty Thousand Dollars ($450,000), Salary shall be payable semi-monthly in accordance with CMU's payroll practices normally applicable to Senior Officers. Deductions for local, state, and federal taxes and employee benefits, as appropriate, shall be made. If the Board appoints another person to be president prior to the end of the Presidential Term, the President shall be paid for the full Presidential TermAgreement Page2of7 Fringe and Retirement Benefits. 1. CMU shall continue to provide President with the Senior Officer fringe benefit package and insurance coverage as set forth in the Senior Officer Handbook and as may be modified from time to time. The Senior Officer package is a "flexible benefit program" which presently consists of life, health, dental, vision, prescription drug insurance and long term and short-term disability insurance. President shall receive such enhancements to the benefits contained in the flexible benefit program as are made available to other senior administrative staff in accordance with the Senior Officers’ fringe benefit package. President, however, is not eligible for the ‘Termination Payment/Transition Leave set forth in the Senior Officer Handbook. 2. President shall be entitled to take reasonable vacation with notification to the Board Chair or his designee(s) and sick time as the President deems necessary. Vacation time is neither recorded nor accumulated. Sick time should be recorded for disability purposes but is not accumulated 3. President shall be entitled to participate in the §403(b) plans available to CMU employees. CMU shall contribute ta the 403(b) Basic Retirement Plan an amount equal to the annual maximum allowed by Internal Revenue regulations and CMU's plan. Additional Benefits. The President will also be paid an additional guaranteed lump sum of ‘Three Hundred Fifty-Six Thousand Dollars ($356,000) which shall be deposited in his 415 deferred compensation account or his 457 8 deferred compensation account within 28 days after both parties have signed this Agreement. b. President Emeritus Term (2025) Salary. In consideration of the benefits derived from this Agreement, CMU shall pay President a guaranteed annual salary, including past fore gone raises, of Four Hundred Sixty- eight Thousand Seven Hundred Thirty-Five Dollars ($468,735) increased by the same percentage increase as provided to CMU Senior Officers in the summer of 2024. The salary shall be paid in a single lump sum on or before January 15, 2025. Deductions for local, state, and federal taxes and employee benefits, as appropriate, shall be made. This payment isin consideration of the execution of this Agreement is due to the President without conditions. Fringe and Retirement Benefits 1. CMU shall continue to provide President with the Senior Officer fringe benefit package and insurance coverage as set forth in the Senior Officer Handbook and as may be modified from time to time. The Senior Officer package is a "flexible benefit program" which presently consists of life, health, dental, vision, prescription drug insurance and long term and short-term disability insurance. President shall receive such enhancements to the benefits contained in the flexible benefit program as are made available to other senior administrative staff in accordance with the Senior Officers’ fringe benefit package. President, however, is not eligible for the Termination Payment/Transition Leave set forth in the Senior Officer Handbook. President shall be entitled to participate in the §403(b) plans available to CMU ‘employees. CMU shall contribute to the 403(b) Basic Retirement Plan an amountAgreement Page 3 of 7 ‘equal to the annuat maximum allowed by Internal Revenue regulations and CMU's plan. Additional Benefit: The President shall also receive an additional lump sum payment of One. Hundred Ninety-Four thousand Dollars ($194,000.00) which shall be deposited in his 415 deferred compensation account or his 457 8 deferred compensation account within twenty eight (28) days after both parties have signed this Agreement. Duties: during the President Emeritus Term, the President shall be available to provide advice and consultation to the new president as well as assisting with similar matters. These duties do not require the President to be in Mt. Pleasant. Faculty Term (Commencing January 1, 2026) Salary. On January 1, 2026, when the President becomes a President Emeritus and University Faculty as a Tenured Full Professor with Senior Officer Rights, he will be started at an annual salary of Two Hundred Thiry Four Thousand, Three Hundred Seventy-Seven Dollars ($234,377), increased by the percentage raise received by Senior Officers of CMU in 2024 and 2025. In future years the President's salary, as a President Emeritus and University Faculty as a Tenured Full Professor with Senior Officer Rights, shall be increased by the same percentage raise received by other Senior Officers of CMU. Fringe and Retirement Benefits 1. CMU shall continue to provide President with the Senior Officer fringe benefit package and insurance coverage as set forth in the Senior Officer Handbook and as may be modified from time to time. The Senior Officer package is a flexible benefit program” which presently consists of life, health, dental, vision, prescription drug insurance and long term and short-term disability insurance. President shall receive such enhancements to the benefits contained in the flexible benefit program as are made available to other senior administrative staff in accordance with the Senior Officers' fringe benefit package. President, however, is not eligible for the ‘Termination Payment/Transition Leave set forth in the Senior Officer Handbook. 2. President shall be entitled to participate in the §403(b) plans available to CMU ‘employees. CMU shall contribute to the 403(b) Basic Retirement Plan an amount equal to the annual maximum allowed by Internal Revenue regulations and CMU's plan. Benefits. The President will receive the maximum amount for his 457 8 deferred ‘compensation account annually. The President will also be entitled to all benefits, including Fringe and Retirement Benefits, of a tenured faculty and senior officer rights. Duties. Recognizing the Presidents status as a tenured professor, the President shall be appointed to the Graduate programs of the College of Business and the College of Education and Human Services. In consultation with the Deans of both colleges, itis expected that the President will teach one graduate course in the Fall Semester and one graduate class in the Spring Semester.Agreement _ Page 4of7 3. Automobile. CMU shall continue to furnish President with a new, full-sized automobile for his business and personal use. The vehicle currently being used by the President is sufficient for these purposes but it may be replaced at reasonable intervals and shall be maintained by CMU, and all fuel, repairs and insurance shall be paid by CMU. Any personal use of this vehicle, including commuting to/from home to/from campus is taxable to the President. Prior to the end of the Presidential Emeritus Term, the President may at his option purchase the automobile at market value (e.g, Kelley Bluebook). Otherwise, at the end of such term, the automobile shall be returned to CMU. 4. Moving Expenses. CMU shall pay President's moving expenses in an amount up to $20,000 with an additional gross up of 20%, to move out of the President's residence prior to the last day of the Presidential Term or at a mutually agreeable time thereafter. 5. Travel for the Institution. CML will continue to pay for President's reasonable travel and related expenses in accordance with the CMU Business Expense Manual, provided, however, that if the President is traveling on CMU business and the fight (inclusive of all segments) is greater than four (4) hours in length, CMU will pay for first class airfare. Where the presence of President's spouse is necessary to further the interests of CMU, CMU will pay for her reasonable travel and related expenses in accordance with the CMU Business Expense Manual, and any applicable internal revenue regulations. For international fights CMU will pay for first class airfare for President's spouse with prior approval by the Board of Trustees’ Chair. 6. Expense Receipts and Documentation. President agrees to maintain and furnish an accounting of expenses provided for in this Agreement in accordance with CMU procedures. 7. Country Club Membership. CMU will provide President with a membership at the country club where the CMU Men's Golf team is based while he is employed at CMU. Any club dues paid by CMU are taxable to the President. 8. Emeritus Status. On or before December 31, 2024, the Board will grant the President emeritus status as the president of CMU. 9, Release of Any and All Claims, Except Those Claims Which May Arise Under the Age Discrimination In Employment Act. In consideration of the sums set forth in Sections 2, and other consideration in this agreement, the President on the President's behalf and on behalf of any spouse, heirs, successors, executors, administrators, personal representatives, and assigns, releases and forever discharges the University and each of its current or former Board of Trustees members, Board of Trustees, administrators, directors, employees, agents and representatives, both individually and in their official capacities, (collectively, the “Releasees”), from any and all claims, demands, actions, causes of action, grievances, known or unknown, damages, obligations, agreements, and/or losses of every kind and description whether in law, in equity, or otherwise, which they may have ever had or may now have, foreseen or unforeseen, against the Releasees, including any claims of contract, claims of negligence, claims of intentional wrongs, claims of any violation of laws, federal, state of local, whether constitutional, statutory or common law, including without limitation, any and all civil rights laws and any claims for costs, expenses or attorney fees to the extent allowed by controlling law. Nothing in this Agreement is intended nor should be construed to interfere with the enforcement mandate of a federal or state civil rights agency, to the extent required by controlling law. In exchange for the consideration in this agreement, the Board, releases and forever discharges the President, from any and all claims, demands, actions, causes of action, grievances, known or unknown, damages, obligations, agreements, and/or losses of every kind and description whether in law, in equity, or otherwise, which they may have ever had or may now have, foreseen or unforeseen, against the President, including any claims of contract, claims of negligence, claims of intentional wrongs, claims of any violation of laws, federal, state or local, whether constitutional, statutory or common law, including without limitation, any and all civil rights laws and any claims for casts, expenses or attorney fees to the extent allowed by controlling law. ThisAgreement Page 5 of 7 release does not extend to the employees of the University for claims, demands, actions, causes of action, Brievances, etc. within the University or without. Nothing in this Agreement is intended nor should be construed to interfere with the enforcement mandate of a federal or state civil rights agency, to the extent required by controlling law. It is specifically understood and agreed that this Agreement is a full, complete and general release; that itis intended to be as broad and inclusive as permitted by law; and that if any term or provision of this Release shall be held invalid, ilegal, unenforceable or in conflict with any law governing the Release, the validity of the remaining portion of this Release shall not be affected but shall continue in full force and effect to the fullest extent allowed by law. 10. Age ation in Employment Act Claims. Release of Age Discrimination in Employment Act Claims. For valuable consideration elsewhere described in this Agreement, including the severance payment, the President on the President's behalf and on the behalf of any spouse, heirs, successors, executors, administrators, personal representatives and assigns, waives, releases and forever discharges and agrees to settle any and all rights, claims, demands, damages, actions, causes of action, known or unknown, obligations, agreements, and/or losses of every kind and description, whether in law, in equity, or otherwise, which the President may have ever had, or has as of ‘the date of President's execution of this Agreement, foreseen or unforeseen, against Releasees, under the ‘Age Discrimination in Employment Act, 29 U.S.C. § 621, et seq, as amended, to the extent allowed by controlling law. This waiver of any rights under the Act and release of claims is made by the President in a knowing and voluntary manner. b. Limitation of Release of Age Discrimination in Employment Act. This Agreement does not waive any right or claim under the Age Discrimination in Employment Act, as amended, which may arise after the date this, Agreement is executed. Recognition of Additional Consideration. The President agrees that the rights waived and released under the Age Discrimination in Employment Act, as amended, are in exchange for valuable consideration including the severance payment, which the President acknowledges is in addition to anything of value to which the President is already owed by the Releases. 21-Day Consideration Period. The President agrees that they have been provided by the Board with a period of atleast twenty-one (21) days from which this Agreement was intially presented to the President during which the President has had the opportunity to consider the Agreement and its terms prior to its execution (recognizing, however, that the President has the right to voluntarily execute this Agreement prior to the expiration of the twenty-one (21) day consideration period). The President and the Board agree that changes to the Agreement originally presented to the President, whether material or immaterial, do not start the running of a new twenty-one (21) day period for consideration. fe. Seven-Day Revocation Period. This Agreement shall not become effective or enforceable against the President until seven (7) days following the execution of this Agreement. The President may revoke this ‘Agreement by indicating in writing to Associate Vice President of Human Resources, Rowe 118, by 5:00 p.m. of the seventh day following the execution of Agreement, an intention to revoke this Agreement. ‘Absent any such revocation, this Agreement shall become enforceable as set out above. 11. Complete Satisfaction. Its understood and agreed that the terms and conditions of this Agreement represent a full and complete disposition in satisfaction of the Board’s legal, employment and contractual obligations to the President; provided, however, that either party may enforce this Agreement in any court of competent‘Agreement _ Page 6 of 7 412. 23. 14. 415. 16. vv. 18. 19. jurisdiction and may seek whatever relief is available and appropriate, including, but not limited to, specific performance of this Agreement. Notice to Consult with Attorney. The President recognizes that the President has been advised in writing by the Board in this Agreement to consult with an attorney prior to executing this Agreement, and has either so consulted with an attorney, or has foregone the advice to consult with an attorney prior to executing this ‘Agreement. Plain Language. The President agrees that this Agreement has been written in @ manner which is understandable to the President; that the President has been given the opportunity to review the Agreement with an attorney of the President's choice; and that the President has reviewed the Agreement and understands all ofits terms, provisions and conditions. No Prevailing Party. The President agrees that neither this Agreement nor any part of it shall be interpreted to render the President a prevailing party for any reason, including but not limited to, an award of attorney fees or costs, and that any attorney fees or costs claimed now or in the future are included in the amount paid pursuant to Section 2. No Admission of Liability. The President recognizes and acknowledges that neither this Agreement nor any payments under this Agreement shall be construed as an acknowledgment or admission of any liability, wrongdoing, or unlawful act by any of the Releasees, al liability being expressly denied, Cooperation. President agrees that if the Board desires President to provide any information or testimony relating to any judicial, administrative, or other proceeding involving the University, the President will cooperate in being reasonably available for such purposes. The President is entitled to obtain separate counsel. The Board agrees to reimburse the President for all necessary out-of-pocket expenses President incurs with such matters, Confidentiality. The President agrees not to disclose any information relative to University’s trade secrets, ‘commercial or financial information. Confidential or proprietary information is that information disclosed to President or known to President as a consequence of their employment and not generally known outside the University. The President understands that such nondisclosure is a material consideration for the Releases having entered into this Agreement, and that any such disclosure shall be a material and actionable breach of this Agreement. Freedom of Information Act. As a constitutionally created body of the State of Michigan, CMU is required to comply with the Freedom of Information Act (FOIA). In the event that CMU receives a FOIA request requiring the disclosure of this agreement, President understands that this is a mandatory disclosure compelled by law. Further, the disclosure of this agreement shall not be considered a breach of the agreement by CMU. Non-disparagement. The President agrees that they shall not by oral or written expression or any other act of communication to any third party disparage, criticize or impugn the reputation or character of the University or any of its current or former Board of Trustees members, Board of Trustees, administrators, directors, employees, agents and representatives, both individually and in their official capacities, based on any event or circumstances arising out of or relating to employment with the University as President or separation therefrom. The President further agrees that this provision concerning non-disparagement is a material condition of the consideration contained herein, that this provision is an essential part of this Agreement, and ‘that any violation of the terms of this paragraph shall be deemed a material breach of the entire Agreement. The University, through the Board, including any future president, his/her agents, directors and Board members, agrees that they shall not orally or written expression or any other act of communication to any‘Agreement Page 7 of 7 20. 21 22, 23. 24, third party disparage, criticize or impugn the reputation or character of the President both individually and in their official capacities, based on any event or circumstances arising out of or relating to the President's employment with the University as president. The Board further agrees that this provision concerning non- disparagement Is a material condition of the consideration contained herein, that this provision Is an essential part of this Agreement, and that any violation of the terms of this paragraph shall be deemed a material breach of the entire Agreement. Public Notice. The President shall give the Board written notice of his resignation in accordance with this Agreement within 30 days of the date this Agreement is signed by both parties. The Board and the President shall prepare a mutually agreed upon announcement of his resignation to be made public by the President to the campus community. It is anticipated that this announcement will be issued not later than February 15, 2024. Entire Agreement. The President agrees that this Agreement shall be binding and inure to the benefit of President's successors, executors, administrators, personal representatives and assigns, and to the benefit of, the predecessors, successors, and assigns of the Releases and further agrees and acknowledges that this, Agreement contains and comprises the entire agreement and understandings of the parties, and that there are no additional promises or terms of this Agreement, other than those contained within this document and the documents referenced herein. Governing Law. This Agreement shall be governed and construed according to the laws of the State of Michigan, which shall be the forum for any lawsults arising from or incident to this Agreement. Severability. If any provision of this Agreement shall for any reason be held invalid, illegal, unenforceable, or in conflict with any law governing this Agreement, the validity of the remaining portions of this Agreement shall not be affected but shall continue in full legal force and effect to the fullest extent allowed by law. VOLUNTARY EXECUTION: |, ROBERT O. DAVIES, ACKNOWLEDGE THAT | HAVE CAREFULLY READ THIS AGREEMENT (THE “AGREEMENT”) AND UNDERSTAND ITS CONTENTS AND CONSEQUENCES; THAT | HAVE BEEN GIVEN SUFFICIENT TIME TO REVIEW THE AGREEMENT; THAT | HAVE BEEN GIVEN THE OPPORTUNITY TO DISCUSS THIS AGREEMENT WITH ADVISOR(S) OR COUNSEL OF MY CHOOSING; THAT THE ONLY PROMISES MADE TO ME TO SIGN THIS AGREEMENT ARE THOSE STATED IN THE AGREEMENT; AND THAT I AM SIGNING ‘THIS AGREEMENT KNOWINGLY AND VOLUNTARILY, WITHOUT ANY COERCION, AND WITH THE FULL INTENT OF RELEASING THE UNIVERSITY, AND ALL RELEASEES (AS THEREIN DEFINED) FROM ANY AND ALL CLAIMS (AND THEIR EFFECTS) ARISING FROM OR RELATED TO MY EMPLOYMENT/NON-EMPLOYMENT WITH THE UNIVERSITY. In.witness whereof, the parties sign this Agreement: Todd Regis CMU Board of Trustees, Chair «