300 North Main Street Versailles. KY 40383 Telephone- (359} Website kcruxdu VIA HAND DELIVERY February 26. 2016 Mr. J. Campbell Cantrill 324 East Jackson Street Georgetown. KY 40324 Dear Mr. Cantrill: RE: Administrative Leave With Pay Information presented to my of?ce indicates that you may have violated Kentucky Community and Technical College System (KCT CS) Administrative Policies. As such. KCT CS of?cials will be conducting an internal investigation and determining what action. if any. should be taken. While this investigation is pending. you will be on administrative leave with pay from your position as General Counsel. This action is effective immediately and shall remain in effect pending the investigation. The information that prompted this investigation is based on multiple reports that you may have behaved in a manner that violates Administrative Policies 3.3.1.1 Harassment; 2.0.2.1.1, Employee Rights and Responsibilities: Categories of Responsible Use of and htfomtan'on Technology and 2.20.] Ethical Values and Principles. Please be ?dViSCd that should the investigation uncover possible violations of other policies and procedures. KCT CS reserves all rights to investigate those matters and take appropriate disciplinary action. While this investigation is on-going. you shall remain on leave with pay. of?cials will contact you to inform you of your status and the current status of the investigation. As part of the investigation, you will be interviewed regarding the alleged violations. During your administrative leave. you are required to remain accessible and available to KCT CS of?cials as needed. Please provide your current phone number(s) to Valerie Parks. Director of Employment and Employee Relations. You may reach her by telephone at (859) 256-3466. Failure to be available to KCT CS of?cials during the administrative leave and failure to be present as needed for the investigation may result in disciplinary action and/or your administrative leave status being changed to an unpaid status. ?Humanln If you need to access any personal items or have any other need requiring your presence on any property, you must arrange those visits in advance with Valerie Parks. Please also be reminded of the policy that prohibits retaliation. Except as provided in the paragraph above, you shall have no further contact with employees or students unless you are requested by of?cials to do so as part of the investigation. As of February 26, 2016. you will no longer have access to the building. email or the system network pending the conclusion of this matter. Thank you for your cooperation in these matters. Cc: Jackie Cecil System Director Human Resources Keith Moorman Member 859.244.3231 859.231.0011 kmoorman@fbtlaw.com May 23, 2016 Stephen L. Barker, Esq. BY HAND DELIVERY Sturgill, Turner, Barker Moloney, PLLC 333 West Vine Street Suite 1400 Lexington, Kentucky 40507 RE: Report of Internal Investigation Dear Steve: I was retained to conduct an internal independent investigation regarding allegations leading to the General Counsel of Cam Cantrill (?Cantrill?) being placed on administrative leave. This is my report to you, as outside counsel for of that investigation. I interviewed a total of eleven witnesses. No one I interviewed claimed, stated or suggested that they had experienced or observed Cantrill engage in any inappropriate touching, or make any inappropriate romantic, sexual, or other suggestions or proposals to any person employed by or associated with On one occasion, however, at a lunch with co-workers outside the of?ce, Cantrill showed a female subordinate a video on his phone. The video was not pornographic nor overtly sexual, but was suggestive and dismissive in a way which caused the female subordinate to feel uncomfortable and intimidated. My interviews did reveal that there is a great deal of tension and dissatisfaction in the legal office. For example, various persons in that of?ce believe that other persons are out to get them, make them look bad, cause them to lose theirjobs, undermine their performance, freeze them out, etc. Persons at told me that Cantrill can come across as gruff and opinionated, that Cantrill at times uses coarse language, and that Cantrill at times uses dismissive language to refer to employees of who work outside the legal of?ce. While Cantrill may suggest that others on his staff either used coarse language or did not complain about his use of coarse language, or that others in the of?ce caused or contributed to the tension and dissatisfaction in the legal of?ce, Cantrill was the leader of the of?ce and should be held accountable for not recognizing and effectively addressing the issues causing the tension and dissatisfaction. 250 West Main Street Suite 2800 Lexington, KY 40507-1749 859.231.0000 frostbrowntodd.com Of?ces in Indiana, Kentucky, Ohio, Tennessee, Texas, Virginia and West Virginia . Stephen L. Barker, Esq. May 23, 2016 Page 2 In conclusion, I do not believe that Cantrill?s language and his showing of the video created a ?sexually hostile workplace? because the video was a single event, and the language, while not a single event, was not pervasive, was used as an exclamation of frustration rather than as a form of intimidation, was not directed at a person was not said to the person in question?s face), and was used in front of and in regard to both men and women. Nonetheless, the video and language could certainly be seen as unprofessional and disrespectful, particularly coming from the general counsel of a public institution. Please let me know if you have any questions. Yours truly, KoM-im Keith Moorrnan 0007881063526] 48l4-lS38-0?85vl 250 West Main Street Suite 2800 Lexington, KY 40507-1749 859.231.0000 frostbrowntodd.com O?ices in Indiana, Kentucky, Ohio, Tennessee, Texas, Virginia and West Virginia SETTLEMENT AGREEMENT AND RELEASE This Agreement is made and entered into this day of June, 2016 by and between J. Campbell Cantrill Ill, his descendants, ancestors, dependents, heirs, executors, administrators, assigns and successors, referred to in this Agreement as ?Cantrill?; and Kentucky Community and Technical College System Board of Regents, including its members, officers, agents, employees, directors, attorneys, af?liates, heirs and successors, past and present, and each of them, collectively referred to in this Agreement as WHEREAS, Cantrill is, and has been up to the date of this Agreement, employed by as General Counsel; and WHEREAS, the parties have previously entered into an Employment Contract which provided that the President may reassign Cantrill to other duties; and WHEREAS, the parties have agreed that Cantrill will be reassigned with a new Contract which supersedes the previous Employment Contract to settle any dispute they may have with regard to any claims or damages which Cantrill may have, or claims to have, relating to his employment with referred to herein as "The Dispute," and the parties hereto having mutually agreed to settle and compromise the aforesaid diSpute between them and do therefore enter into this Agreement for the purpose of ?xing the terms upon which said settlement and compromise shall occur; NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties understand and agree as follows: I. Terms of Agreement: a. The Employment Contract between the parties for the term July I, 2015 through June 30, 2018 is hereby revoked and as of the date of this Agreement shall no longer be in effect. b. A new EmpIOyment Contract for the position of Special Assistant to the President for Policy Review and Revision, a true and c0rrect copy of which is attached hereto as Exhibit will be executed between the parties. c. As part of the parties? resolution of the Dispute pursuant to the reassignment herein the parties agree that: Page 1 of 6 i. Cantrill will work under the direct supervision of the President with the primary task of review and revision of system?wide policy and procedures in coordination with Hannah Hodges, Associate Chief of Staff. ii. Cantrill will be provided an office on the executive ?oor at headquarters for pmposes of this project and will receive secretarial and administrative support services from employees in the area of his of?ce location. Ms. Harmah Hodges will have the sole communication reSponsibility with the legal of?ce concerning such matters. iv. As Special Assistant to the President for Policy Review and Revision Cantrill will have no supervisory authority over any employees, except to the limited extent required for obtaining secretarial and administrative support services. 2. Release ofClaims: Cantrill agrees that through the terms of this Agreement he is receiving suf?cient consideration beyond anything which he already is entitled from and that, for the full consideration, receipt in hand of which is hereby acknowledged, as paid by for himself, his descendants, ancestors, dependents, heirs, executors, administrators, trustees, assigns, and successors, and each of them, hereby fully releases and discharges and its present and past members, of?cers, agents, employees, directors, attorneys, af?liates, assigns, administrators, predecessors and successors, in both their individual and official capacities, ?'om any and all claims, causes of action, demands, fees, costs, rights, expenses, or claims of whatsoever nature and kind, known or unknown, whether presently discoverable or undiscoverable, whether suspected or claimed, which Cantrill ever had, now has, or may discover in the future against arising out of or relating to The Dispute, including, but not limited to, any and all claims of alleged harassment, discrimination, defamation, tort, breach of contract, express or implied, written or oral, constructive discharge, or any and all other such claims, and any claims under all applicable regulations governing the Dispute, retaliation, fraud, misrepresentation, connect, ?duciary duty, negligent or intentional interference with business Opportunity, and outrage, as well as any rights under the Kentucky Revised Statutes Chapter 344, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, and/or any statutory or common law claim or remedy of any kind whatsoever, including, but not limited to, claims for damages for front pay, back pay, wage loss, attorneys? fees reimbursement, costs, waiver, medical bills, non-economic loss (including, but not limited to, pain, suffering, Page 2 of 6 humiliation, embarrassment, emotional distress and loss of reputation) (hereina?er ?Released Claims?). 3. Denial of Liability: Cantrill does hereby acknowledge that the acceptance of the conditions set forth in paragraph 1 is in ?ill accord and satisfaction of all the claims asserted on his behalf or which could or might have been asserted on his behalf in The Dispute and that the payment of such sum is not an admission of liability on the part of and is made solely in order to compromise a diSputed claim for the purpose of avoiding further controversy or litigation. The parties acknowledge that each expressly deny any violation of any policies or procedures of or violation of any local, state, or federal laws or regulations, or in any way constitute ?cause? for termination of Cantrill?s preceding employment contract. Accordingly, while this Agreement resolves all issues between and Cantrill, this Agreement does not constitute an adjudication or ?nding on the merits and it is not, and shall not be construed as, an admission by either party any violation of any agreements, contracts, policies, or procedures or local, state, or federal constitutions, laws or regulations. Moremer, neither this Agreement nor anything in this Agreement shall be construed to be or shall be admissible in any proceeding as evidence of or an admission by either party of any violation of its contracts, policies, or procedures or local, state, or federal constitutions, laws or regulations. This Agreement may be introduced, however, in any proceeding to enforce the Agreement and its terms. 4. Waiver of Additional Claims: Cantrill acknowledges that he may discover in the ?Jture claims or facts in addition to or different from those which he now knows or believes to exist with respect to the subject matter of The Dispute and which, if known or suspected at the time of executing this Agreement, may have materially affected this settlement. Nevertheless, he expressly waives any right, claim or cause of action that might arise as a result of such different or additional claims or facts. Cantrill acknowledges the signi?cance and consequences of this Release and speci?c waiver. 5. Covenant Not to Sue: Cantrill agrees not to pursue, ?le or initiate a lawsuit in any court or initiate any federal or state agency proceeding asserting any of the Released Claims against Cantrill further agrees that he will not permit himself to be a member of any class in any court or in any agency proceeding seeking relief against based on claims released by this Agreement, and that even if a court or agency rules that he may not waive a Page 3 of 6 claim released by this Agreement, he will not accept or be entitled to any money damages or other relief in connection with any other action or proceeding asserting any of the Released Claims against KCT CS. Cantrill agrees to reimburse for any legal fees and costs that may incur as a result of any breach of this paragraph by Cantrill. 6. Con?dentiality: Cantrill, KCT CS, and their respective counsel agree not to discuss, describe, comment upon, or otherwise elaborate upon the terms of this Agreement or The DiSpute or any information obtained from documents, ?les and/or records of any party to this Agreement or the events which led to The Dispute, including but not limited to the employment relationship between the parties, regardless of whether any such communications are deemed to be disparaging or derogatory in nature, facts or opinions, or all of the foregoing, except as required by law or in response to a legal and/or administrative proceeding pursuant to a lawfully issued subpoena. No statement shall be made outside of said proceedings, including, but not limited to, any elaboration and/or explanation of any testimony provided therein. 7. Resignation and Ageement Not to Seek tie-Employment: Cantrill acknowledges that he will be deemed to have ended his employment with on August 31, 2017, and that he will not reapply for future employment with or any af?liated entity. In the event Cantrill fails to honor this provision, knowingly or unknowingly, or any af?liated entity may properly and lawfully decline to employ Cantrill. 8. Mutual Non-Disgaragement, Non-Interference: The parties agree that they shall not in any way disparage the other party or make or solicit any comments, statements, or remarks or the like, whether public or in private, or assist others in doing so, that may be considered derogatory or detrimental to the good name and reputation of either Cantrill, or any past or present member, customer, client, of?cer, agent, employee, supplier, partner or af?liate. This provision shall not be construed to prohibit either party from reSponding to, or cooperating with, any formal proceeding or inquiry pursuant the policies and procedures of or any governing or regulatory body, relating to which either party may have relevant information nor shall it be construed to prohibit from responding to Open Records request consistent with applicable law. However, expressly preserves and does not waive any and all attorney client or other privileges it may have with respect to communications or protected material of any kind whatsoever with or through Cantrill while he was engaged and acting as legal counsel on behalf of Page 4 of 6 9. Waiver of Claims Under the Age Discrimination in Endowment Act. Cantrill acknowledges that he understands and comprehends the terms of this Agreement, and that he has consulted his attorney of choice concerning this Agreement, and that he has been given a reasonable period of time, in this instance twenty-one days from 2016, to consider this Agreement, and to the extent he executes this Agreement prior to the expiration of the 21- day period he expressly agrees that he has voluntarily relinquished and waived this waiting period. Cantrill ?rrther acknowledges that he has the right to cancel and revoke this Agreement for a period of seven (7) days following execution of the Agreement, and this Agreement shall not become effective or enforceable, and no consideration shall be paid pursuant to the terms herein, until the seven (7) day revocation period has expired. Cantrill acknowledges that revocation will result in loss of all bene?ts of this Agreement. 10. Satisfaction of Attornevs' Fees and Costs: Cantrill agrees that the conditions provided in paragraph 1 above constitute complete satisfaction of any and all claims for attomeys' fees and/or costs arising from or in any way connected with the subject matters embodied in this Agreement. Cantrill agrees to indemnify, defend and hold harmless against any claim for attomeys? fees and costs asserted by his attorney or any other attorney who may assert such a claim in the ?Jture. Each party shall be responsible for their own expenses and attomeys? fees. 11. Integratign: This instrument constitutes and contains the entire agreement and understanding between the parties, and supersedes and replaces all prior negotiations and all agreements pmposed or otherwise, whether written or oral, concerning this subject matter. All representations and warranties contained in this Agreement will survive execution and performance ofthe Agreement. 12. Digpute to Enforce: In the event Cantrill or is required to ?le an action to enforce any provision of this Agreement, venue and jurisdiction shall be in the Franklin Circuit Court and the prevailing party shall be entitled to all remedies provided by law or equity, including but not limited to compensatory damages and injunctive relief, costs and reasonable attomeys' fees and, ?rrther, shall be entitled to specifically enforce this Agreement. 13. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Kentucky, regardless of the con?ict of laws rules that may be applied by the courts of Kentucky or any otherjurisdiction. Page 5 of 6 l4. ?everabiliggz If any provision of this Agreement or the application of this Agreement is held invalid, the invalidity shall not affect other provisions or applications of the Agreement which can be given effect without the invalid provisions or applications; and to this end, the provisions of this Agreement are declared to be severable. I 15. Acknowledgment: Cantrill represents and acknowledges that in executing this Agreement he has not relied, and is not relying, upon any representations by any person other than those representations that are contained in this Agreement. The parties hereto acknowledge that they have read and had the opportunity to discuss with their legal counsel this Agreement and accept and agree to the provisions it contains and execute it voluntarily and with full understanding of its consequences. 16. Elfective date: This Agreement shall be effective when signed by both parties, subject to the provisions of paragraph 9. EXECUTED by the parties as of the dates shown below. . - .. M, . CAMP LL CAN DATE 6/6/26 ?rst COMMUNITY AND DATE CAL COLLEGE SYSTEM 65 .dncx Page 6 of6 EMPLOYMENT CONTRACT JUNE 1, 2016 KENTUCKY COMMUNITY AND TECHNICAL COLLEGE SYSTEM THIS EMPLOYMENT CONTRACT replaces all existing contracts and modi?cations, and is made effective June I, 2016, and is by and between the Kentucky Community and Technical College System and J. Campbell Cantrill (?Cantrill?). WHEREAS, and Cantrill mutually desire to enter into a written contract for the employment of Cantrill by in the position of Special Assistant to the President for Policy Review and Revision, with an understanding that Cantrill?s duties shall be those assigned by the President primarily in the nature of participating in a special project to address and complete a revision of system-wide policies and procedures; and WHEREAS, Cantrill agrees to perform the duties enumerated herein and as may be assigned solely by the President on a full-time basis and during normal working hours and performing satisfactorily all of the duties assigned to him by the President; and WHEREAS, desires to retain the services of Cantrill under the terms and conditions set forth below; and NOW, THEREFORE, in consideration of the mutual covenants and agreements set out herein, and Cantrill do hereby agree as follows: 1. TERM: Employment shall be for the term beginning on June 1, 2016 and ending August 31, 2017. The parties understand and agree that Cantrill does not have tenure in this position or any other position and that at the conclusion of this contract on August 31, 2017, Cantrill?s employment by will cease. 2. COMPENSATION: Cantrill shall receive an annual salary of $137,313.79, and will be paid in accordance with time periods prescribed for all employees. Salary increases may be awarded in accordance with Board of Regents? guidelines. 3. BENEFITS: Cantrill shall receive an additional, supplemental employer-paid Long Term Disability Policy and a 401(a) Quali?ed PensiOn Plan funded by employer contributions in the amount of 4% of annual salary. shall provide Cantrill those bene?ts provided generally to employees, including but not limited to, workers? compensation insurance, health insurance, life insurance, and retirement plans. Paid sick leave shall be awarded in accordance with policies for staff (one day per month). Annual leave shall accrue at the rate of twenty-two (22) days per year, awarded on July 1 of every year, and Cantrill shall be required to use all of accrued, unused vacation leave prior to the end of this Contract terms on or before August 31, 2017 and shall not be paid for any accrued, unused leave at the time of his separation from employment. Cantrill shall retain any and all accrued annual leave he had as of the date of the revocation of his prior employment contract, June 1, 2016, subject to the above provision for use of all accrued leave time. Retirement health insurance shall be available to Cantrill so long as the following three conditions are met: (1) retirement in good standing with at least ?ve Page 1 of3 years of service in (2) at least 15 years of total service in postsecondary education, which service may include service in another postsecondary education institution or state-level postsecondary education board or agency in Kentucky or another state; and (3) age plus years of service in postsecondary education as de?ned above must be at least 75. will pay Kentucky Bar Association dues for Cantrill during the term of this Contract and will pay approved continuing legal education costs. 4. WORKING HOURS: Cantrill is expected to perform the work duties assigned to him by the President during the regular work hours of administration. Cantrill shall be permitted to engage in independent legal practice so long as those activities are in accordance with policies regarding outside employment and do not interfere with his assigned duties. 5. TERMINATION OF CONTRACT: This Contract may be terminated by mutual agreement of the parties. Cantrill may unilaterally terminate this Contract by resignation upon thirty (30) days written notice to the President; however, in such event, Cantrill shall receive no severance pay and shall not be paid for any accrued unused leave time. If Cantrill is prevented from rendering services because of illness, incapacity or injury during the term of this Contract, may terminate this Contract by giving sixty (60) days written notice. Cantrill?s employment may also be immediately terminated for cause. Cause includes, but is not limited to, failure or re?isal to perform the duties assigned to him by the President, failure to follow any law or policy or procedure, insubordination, illegal or unethical conduct or incompetence in the performance of his duties. 6. ARBITRATION OF DISPUTES: Any controversy or claim arising out of or relating to this Contract shall be settled exclusively by arbitration, and judgment upon any award arising therefrom may be entered in any court of competent jurisdiction. 7. SEVERABILITY AND GOVERNING LAW: If any clause or provision in this Contract shall be adjudged invalid or unenforceable by a court of competent jurisdiction or by operation of law, it shall not affect the validity of any other clause or provision, which shall remain in ?ill force and effect. The laws of the Commonwealth of Kentucky shall govern this Contract. 8. COMPLETE AGREEMENT: This Contract supersedes any and all prior understandings and agreements between the parties, including but not limited to the Employment Contract executed on or about February 17, 2016, and no modification of the Contract shall be binding upon until reduced to writing and approved in writing by the President and Cantrill. 9. WAIVER OF BREACH: The waiver of or Cantrill of the breach of any provision of this Contract shall not be construed as a waiver of any subsequent breach by either party. ASSIGNMENT: This Contract shall inure to the bene?t of, and shall be binding upon and its successors and assigns. Cantrill shall not assign this Contract. Page 2 of3 In testimony whereof, the parties do hereby af?x their signatures. y. CANTRI: 11; DATE l5 8 .docx Page 3 of 3