AGREEMENT AND RELEASE

THIS AGREEMENT AND RELEASE (?Agreement?) is entered into by and between the

'versity of Kentucky (the ?University?) and James D. Harwood, (?Harweod?) on this
?day of February, 2016.

BACKGROUND

Harwood is employed by the University as an associate professor in the College of
Agriculture. The University's Of?ce of Institutional Equity and Equal Opportunity has been
conducting an investigation of Harwood?s conduct relating to allegations of alleged sexual
harassment. Harwood has cooperated with this investigation and denies the allegations.

To resolve this matter without the need for further cost or expense, the University and
Harwood have agreed to the terms set forth in this Agreement.

AGREEMENT:
Now, THEREFORE, the parties hereby agree as follows:

1. RESIGNATION. Upon execution of this Agreement, Harwood shall tender his resignation
in the form attached to this Agreement as Exhibit A. His resignation is effective as of August 31,
2016 (?Resignation Date?) and is irrevocable.

2. EMPLOYMENT AND APPOINTMENT. Harwood?s employment and faculty appointment
through the Resignation Date shall be subject to the following terms:

University will not initiate proceedings to revoke Harwood?s tenure.

Harwood shall continue in his employment and receive $109,900.00 per annum
and shall be entitled to participate in those bene?t programs afforded regular, full-time
faculty until the occurrence of the earliest of the following events:

August 31, 2016;

ii.) Harwood obtains employment with another employer; or

Harwood submits a letter of resignation ?'om employment with
University with an effective date prior to August 31, 2016.

After the Resignation Date, the University will pay for Consolidated Omnibus
Budget Reconciliation Act (COBRA) health bene?ts for Harwood and his family through
December 3 2016 or the date Harwood starts a new job, whichever is earlier.

Between the date of this agreement and the Resignation Date, Harwood shall not
have direct contact with University faculty, staff, or students except for necessary, work?
related made via electronic mail. To the extent that Harwood's work
requires him to conununicate by means other than electronic mail, such communications
shall only be directed to Dr. Subba R. Palli and Dr. John Harwood shall not be
on campus, except for healthcare related services for him, his spouse, or his children. If
Harwood needs to be on campus for some other reason, he must submit a request in
writing to Tim West, Associate General Counsel. Mr. West has sole discretion to grant
or not grant such requests. Harwood will vacate his of?ce in the College of Agriculture
by February 26, 2016.

 Behveen the date of this agreement and the Resignation Date, Harwood will
perform the duties requested by the Dean of the College of Agriculture. All such duties
will be performed remotely unless Harwood?s presence on the campus is speci?cally
requested andfor approved by Tim West, Associate General Counsel.

(1) Harwood?s resignation will be considered voluntary. In response to any valid
inquiry concerning the nature of the termination of Harwood?s employment, the
University shall report that Harwood voluntarily tendered his resignation. Harwood will
not, however, be eligible for rehire by the University of Kentucky, and Harwood agrees
not to apply to rehire by the University of Kentucky at any time.

Harwood will remain subject to all University Governing Regulations,
Administrative Regulations, Rules of the University Senate, and all other policies,
procedures and rules applicable to faculty in the College of Agriculture (collectively,
?Regulations and Policies?).

3. RELEASE BY HARWOOD. Harwood, for himself, his descendants, ancestors, dependents,
heirs, executors, administrators, trustees, assigns, and successors, and each of them, hereby fully
releases and discharges the University, present and past trustees, of?cers, agents, employees,
attorneys, af?liates, support organizations, assigns, administrators, predecessors and successors,
in both their individual and of?cial capacities (the ?Released Parties?), from any and all claims,
causes of action, demands, fees, costs (including but not limited to his attorney?s fees and costs),
rights, expenses, or claims of whatsoever nature and kind, known or unknown, whether presently
discoverable or undiscoverable, whether suspected or claimed, which Harwood ever had or now
has against University arising out of or relating to his employment and faculty appointment with
the University, including, but not limited to, the matters described in above, and any and all
claims of violation of the Kentucky Wlus?eblower Statute (KRS 61.10], et seq.) and KRS
2163.165, discrimination, defamation, or any and all other such tort claims, and any claims
under all applicable University regulations governing these procedures, any claims of retaliation,
fraud, misrepresentation, breach of contract, breach of ?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 Age Discrimination
Act, the Americans with Disabilities Act, andfor any federal or state statutory or common law
claim or remedy of any kind whatsoever, including, but not limited to, claims fer 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, humiliation, embarrassment, and
loss of reputation) (hereinafter ?Released Claims?).

4. RELEASE By THE Umvsrasrrv. The University fully and forever releases, acquits, holds
harmless and discharges Harwood and his assigns, attorneys, agents, and representatives from
liability for any and all claims, demands, actions and causes of action, charges, obligations, costs
or expenses of any nature which the University now has or may have against Harwood, arising
out of Harwood?s employment with and/or separation from the University. This release
includes, but is not limited to, the release of any and all claims or charges of any nature ?led, or
which could have been ?led against Harwood under the University?s own internal procedures or
processes or with any federal, state or local court of law or equity, the American Arbitration
Association, the US. Equal Employment Opportunity Commission, the US. Department of
Labor, the Kentucky Labor Cabinet, Board of Commission, the Kentucky Commission on
Human Rights, or any other state or local civil rights agency. The University speci?cally waives

any claim or right to assert that any cause of action, alleged cause of action, claim, charge or
demand has been, through oversight or error, intentionally or unintentionally, omitted from this
Agreement.

5. Knowledge of claims. Harwood acknowledges that he may discover in the future claims
or facts in addition to or different from those which he now knows or believes to exist with
respect to his employment and faculty appointment with the University which, if known or
suspected at the time of executing this Agreement, may have materially affected this Agreement.
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 related to the subject matter of this Agreement.
Harwood acknowledges the signi?cance and consequences of this release and speci?c waiver.

6. No admission of liability. Harwood does hereby acknowledge that the acceptance of the
consideration set forth in section 2, above is in full accord and satisfaction of all the claims
asserted on his behalf or which could or might have been asserted on his behalf relating to his
employment and faculty appointment with the University and that the execution, delivery and
performance of this Agreement by the University is not an admission of liability on the part of
the University, and is made solely in order to compromise a disputed claim for the purpose of
avoiding ?rrther controversy or litigation. Harwood hereby further acknowledges that the
University expressly denies any violation of any policies or procedures of the University or any
violation of any local, state, or federal laws or regulations. Accordingly, while this Agreement
resolves all issues between the University and Harwood, 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
the University of any violation of its agreements, contracts, policies, or procedures or local, state,
or federal constitutions, laws or regulations. Moreover, 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 the University of any violation of any agreements, contracts, policies, Or
procedures or local, state, or federal constitutions, laws or regulations. This Agreement may be
introduced, however, in any proceeding to enforce this Agreement and its respective terms.

7. Partieigation in claims. Harwood agrees not to ?le or initiate a lawsuit in any court or
initiate any federal or state agency proceeding asserting any of the Released Claims. Harwood
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 the University based on claims released by this
Agreement, and that even if a court or agency rules that he may not waive a 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 the
University.

8. ADEA. Waiver of Claims Under the Age Discrimination in Employment Act: To
comply with the Age Discrimination in Employment Act, as amended by the Older Workers?
Benefit Protection Act of 1990 (collectively referred to as the Harwood acknowledges
that he releases all claims under the Act and further 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 days) to
consider this Agreement. Harwood does not by this Agreement waive any future rights or claims
that may arise under the Act after execution of this Agreement.

9. Con?dentiality. The parties expressly acknowledge that this Agreement and Release
must be disclosed in response to an open records act request. Nevertheless, the parties agree that
the agreement will not be disclosed except in response to an open records act request or an
apprOpriate court order. The parties further agree that they will refrain from public comment or
discussion regarding this agreement except as required or by law. Notwithstanding this
paragraph, Harwood may share the agreement with his legal or tax advisor and his spouse.

10. Non Disparagement. To the maximum extent permitted by law, the Parties agree that
they will not disparage or denigrate each other to any person any aspect of their past relationship
or any matters encompassed by or related to this Agreement and Release or its circumstances.
This provision applies to any oral or written statements made by Harwood as part of his efforts to
obtain future employment. The Parties agree that any such violation with respect to their
promises to refrain from disparagement and denigration of each other constitutes a material
breach of this Settlement Agreement

11. Return of Ugiversity Property. On or before the Resignation Date, Harwood shall
return to the University all of its property and all of the property of its present and former
of?cers, trustees, agents and employees which he possesses or over which he has direct or
indirect control, including, but not limited to, all monies, records and ?les, credit cards, of?ce
keys, cellular telephones, pagers, laptop and other computer equipment, personal digital
accessories and electronically encoded information such as computer disks, etc. (and all copies in
any form of such records and ?les).

12. Litigation. Harwood agrees to take all reasonable actions to cooperate with the
University and its related entities in any litigation involving any of them. Harwood agrees to
cooperate in the defense of any claim involving Harwood or any other employee of the
University. Nothing in this provision should be interpreted to contemplate that Harwood will
offer anything other than u-uthful testimony in any such litigation. Nothing in this provision
should be interpreted to contemplate that Harwood would take any actions beyond that expected
of other similarly situated current or former faculty members of the University.

13. Governing Law. This Agreement and its interpretation shall be governed and construed
in accordance with the laws of the Commonwealth of Kentucky and shall be binding upon and
inure to the bene?t of the parties and their successors.

14. Acknowledgement. Harwood acknowledges that he has read and had the opportunity to
discuss with his legal counsel this Agreement and accepts and agrees to the provisions it contains
and executes it voluntarily and with full understanding of its consequences. Harwood
acknowledges that in signing this Agreement he is not relying on any representation or statement
made by any 0 the Released Parties or by anyone representing or employed by any Released
Party.

15. Acceptance and Revocation Procedures. The University wishes to ensure that
Harwood voluntarily agrees to the terms of this Agreement and does so only after he ?illy

understands them. Accordingly, the following procedures shall apply:

Harwood may agree to the terms of this Agreement by signing, dating and
returning this Agreement, via mail, hand delivery, or overnight delivery, so that it is
received by William'E. Thro, General Counsel, University of Kentucky, 301 Main

Building, Lexington, KY 40506-0032 on or before 5:00 pm. Eastern Time on February
26, 2016.

Harwood has seven days after signing this Agreement within which to revoke his
acceptance of the terms of this Agreement (the ?Revocation Period?). Such revocation
will not be effective unless written notice of the revocation is, via mail, hand delivery, or
overnight delivery, directed to and received by William E. Thro, General Counsel,
University of Kentucky, 301 Main Building, Lexington, KY 40506-0032 on or before
5:00 pm. Eastern Time on the seventh calendar day following the date Harwood signed
this Agreement.

This Agreement shall not become effective or enforceable until the Revocation
Period has expired, at which time it will become a binding agreement between the
Harwood and the University (the ?Effective Date?). If Harwood gives timely notice of
revocation, any of the offers contained in this Agreement shall be deemed withdrawn and
all the rights and claims of the parties, which would have existed, but for the execution of
this Agreement, shall be restored.

Harwood represents and warrants to the University that, if he chooses to accept
the terms of this Agreement by signing this Agreement, the date and time appearing
below his name on the last page of this Agreement shall be the actual date and time on
which he has signed this Agreement.

16. Entire Agreement. This Agreement, together with the Regulations and Policies,
constitutes the complete understanding between Harwood and the University concerning all
matters affecting his employment with the University and his appointrnent as a faculty member
of the University. The terms of this Agreement, together with the Regulations and Policies,
supersede all prior agreements, understandings and practices concerning such matters, excepting
only such regulations.

IF HARWOOD ACCEPTS THE TERMS OF THIS AGREEMENT, HARWOOD WILL BE
GIVING UP ANY LEGAL CLAIMS HE HAS AGAINST THE UNIVERSITY AND OTHERS,
INCLUDING, BUT NOT LIMITED TO, THOSE ARISING UNDER THE AGE
DISCRIMINATION AND EMPLOYMENT ACT. THE UNIVERSITY ENCOURAGES
HARWOOD TO CONSULT AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT

In witness whereof, the parties have executed this Agreement as of the date first written
above.

 

 

UNIVERSITY OF KENTUCKY
By: WM 277 - 
James D. Harwocd, Title: Dean 

Date;    Date: 3, A0. 

Time: ct: 00 01M

 

Approved by General Counsel

EXHIBIT A

February2_(92012

Nancy Cox, 
Professor and Dean College of Agriculture

Dear Dr. Cox:

I hereby? resign my employment and faculty appointment with the University of Kentucky
effective August 31, 2016. I acknowledge that my resignation is irrevocable.

3' 

James D. Hat-wood,