SEPARATION AGREEMENT

This Separation Agreement (?Agreement?) is made and entered into between the Board of Trustees ofthc
University of Illinois (?University") and Valarmathi Thiruvanamalai Thimvanamaiai?), collectively
referred to as the Parties.

Recitals

A. The University currently employs Dr. Thiruvanamalai as an Assistant Professor in the
Department of Comparative Biosciences within the College of Veterinary Medicine, as an Assistant
Professor in the Department of Medical Molecular and integrative Physiology within the College of
Medicine, and as an Af?liate Faculty Member at the BecI-rman Institute for Advanced Science and
Technology on its Urbana-Champaiga campus.

B. During his employment with the University, Dr. Thiruvanamatai conducted research in
conjunction with a grant that was sponsored by the American Hean Association Grant").

C. Dr. Thiruvanamalai currently is on paid administrative leave from his various positions with the
University.
D. Dr. Thiruvanamalai wants to resign his employment with the University under the conditions set

fonh within this Agreement.
Terms

in consideration of the mutual promises and covenants set Forth below and for other good and valuable
consideration, the su fliciency ol?which is hereby acknowledged, the Parties agree to the following:

1. Administrative Leave. Dr. T?hiruvanamalai will remain on paid administrative leave through
August 15, 2016, or until he begins employment in another position related to the ?elds orbiotechnology,
biochemistry, molecular biology, medicine, veterinary medicine or pathology, whichever occurs earlier.
During that period, Dr. Thiruvanamalai will continue to be compensated at his current rate of pay and will
continue to accrue and be eligible to use bene?ts in the manner set forth under University policy.
Throughout the time period that Dr. Thimvanamalai remains on paid administrative leave, the Dean ot'the
College of Veterinary Medicine may assign special projects for him to perform away from the
University?s premises. Dr. Thiruvanamalal may contact the Dean ol'the College of Veterinary Medicine
to discuss these special projects.

2. Contact Limitations. During the remainder ofhis paid administrative leave, the University will
not provide Dr. Thiruvanamalai with an of?ce or a research laboratory. In addition, except as otherwise
necessary for Dr. Thiruvanamalai to perform or address matters provided For in this Agreement, Dr.
Thiruvanamalai shall not come onto the premises of the College of Veterinary Medicine, the College of
Medicine, or the Beckman institute. in addition, Dr. Thiruvanatnalai shall not contact members ofthe
College of Veterinary Medicine, the College of Medicine, or the Beekman Institute?s administration,
faculty, or staff regarding employment-related matters during the remainder of his paid administrative
leave, except for the sole and limited purposes of?discussing special projects with the Dean ol'the College

of Veterinary Medicine, making necessary arrangements with the Department Head for the Department of
Comparative Bioscienees, or the Dean of the College of Veterinary Medicine. for overseeing the packing,
moving and storage of equipment and property as set forth in paragraph 4 below, requesting references
??om other University faculty members, including those within the College of Veterinary Medicine, the
College ofMedicin e, and the Beckman institute, or for handling general administrative matters relating to
his employment at the University. including, but not limited to, payroll, insurance, parking, and library
matters.

3. Resignation. Dr. Thiruvanamalai shall take all necessary steps to resign his employment with
the University effective on or before the close of business on August LS, 2016, or upon the date that he
begins employment in any position related to the ?elds of biotechnology, biochemistry, molecular
biology, medicine, veterinary medicine or pathology, whichever occurs earlier. Such steps shall include,
without limitation, the signing and submission of any resignation documents that may be required by the
University. Following his resignation, Dr. Thiruvanamaial shall not seek employment or reemployment
with the University in any capacity at any time. Any attempt to seek employment or reemployment with
the University following his resignation shall be deemed a material breach of this Agreement and shall
provide the University with a proper basis for re?rsing to accept or consider Dr. Thiruvanamalai's
employment application or submission.

4. Transfer of Equipment and Other Property. The University will transfer ownership to Dr.
Thiruvanamulai of the computers that were assigned to him during his employment with the University
and which contain research data that he collected in conjunction with the AHA Grant as they currently
exist, provided that the University retains the right to capture and store any of the information contained
on those computers prior to them being released to Dr. Thiruvanamalai.

The Parties agree that the research equipment purchased by Dr. Thiruvanamalai with AHA Grant funds
(?the AHA research equipment?) consists of the following:

Transilluminator

Gel Document Analyzing System

96 Well Deep Reaction Module

Printer

All other instruments, reagents, and supplies that Dr. Thiruvanamalai can sltow were
purchased with AHA grant funds by him while at the University of illinois or were
purchased with AHA grant funds or other grant funds by him while at the University of
South Carolina and then brought by him to the University 

The University will arrange for the AHA research equipment, including without limitation the
perishable reagents in the -80 degree freezer; the perishable reagents in the ~30 degree freezer; the
perishable reagents in the 4 degree refrigerator; and (cl) the cell cultures and cryovales in the liquid
nitrogen tank, to be removed from Dr. Thiru vanamalai?s laboratory and stored elsewhere at the University
without cost or expense to Dr. Thimvanamalai. The University will maintain all of the frozen and
refrigerated reagents, cell cultures, or cryovales as they currently exist in their respective equipment. and
will transfer all of the perishable reagents in the ?80 degree freezer to a back-up freezer should it fall. The


an

University cannot guarantee and cannot be held liable should the integrity of the reagents, cell cultures, or
cryovalcs be compromised in any manner. The only instruments in Dr. Thiruvanamalai's laboratory and
office that will be retained by the University will be the bar-coded instruments parchased with start-up
funds. The University will provide Dr. Thiruvanamalai with a list of those instruments and with a
printout ol'his AHA grant account before the AHA research equipment is scheduled to be moved from his
laboratory and office to storage. The University also will provide Dr. Thiruvanamalai a copy ol'the list of
equipment purchased with AHA grant funds that the University of South Carolina provided to the
University when Dr. Thlruvanamalai became an employee ofthe University.

Dr. Thiruvanamalai will remove his otvn personal property that does not represent AHA research
equipment and will be responsible for the storage of his oWn personal property. The University will
utilize either internal or external movers that it believes are quali?ed to move the AHA research
equipment. Within fourteen (i4) calendar days following the effective date of this Agreement, Dr.
Thiruvanamalai and the Department Head for the Department of' Comparative Bioscienees will make
arrangements for Dr Thiruvanarnaiai to return to his of?ce and laboratory for three (3) consecutive
business days for the limited purpose of' overseeing the packing, moving and storage of the AHA research
equipment and for removing his own personal property. During that three day period. the parties will
inventory the AHA research equipment that is being packed, moved and stored on Dr. Thiruvanamalai's
behalf, as well as any property that he is taking with him. The University will pay the costs associated
with the packing and moving of the AHA research equipment, as well as the costs associated with the
storage of the perishable reagents, cell cultures. and cryovaies. Upon Dr. Thiruvanamalai?s resignation
?'om the University, the University will release all ofthe AHA research equipment, along with all ol?the
stored perishable reagents, cell cultures, and cryovales, to Dr. Thiruvanamalai, who will assume
ownership of those items. The University will permit Dr. Thiruvanarnalai to make an'angernents with the
Department Head for the Department of Comparative Bioscienees, or, in case the Department Head is
absent or unavailable, the Dean of the College of' Veterinary Medicine, to take all necessary steps to
retrieve the AHA research equipment at that time, along with the perishable reagents, cell cultures, and
cryovales, to properly pack them and prepare them for removal, and to have them tranSported ?om the
University in a safe and secure fashion.

5. Remaining AHA Grant Funds. The University will return to the American Heart Association
the remaining balance of the AHA Grant funds, which total Five Thousand, Nine Hundred Seventy
Dollars and Ninety-Four Cents The University will make the same amount available to Dr.
From departmental funds to be used by him during the remainder of his unpaid leave of
absence for professional development purposes. such as the costs associated with conferences,
workshops, publishing, professional af?liations, and analysis of data. To be compensated for such costs.
Dr. Thiruvanamalai must submit decomentation describing and verifying the cost to the Department Head
for the Department of Comparative Bioseiences for approval.

6. Patent Rights. The University waives any patent and ownership rights that it may have to any
of the developments or advancements that may be generated or arise out of the specific research
conducted by Dr.111iruvanamaiai in conjunction with the AHA Grant.

7. General Release. Dr. Thiruvanamalai, on behalf of himself and his representatives, family
members. heirs, attorneys. executors, administrators, agents, successors and assigns, hereby releases,
acquits and forever discharges the University and all of its current and former trustees, of?cers,
employees, agents, and attorneys (collectively, the "Released Parties") ?'om any and all claims, causes of
action, charges, obligations, damages, and liabilities of any kind or nature, in law or in equity, whether
known or unknown, suspected or unsuspected, internal or external, arising prior to the effective date of
this Agreement, including without limitation any claims directly or indirectly arising out of, based upon
or relating in any manner to Dr. Thimvanamalai?s employment with the University, the cessation of Dr.
Thiruvanamalai?s employment with the University, or any alleged act or omission by any ofthe Released
Parties. Without limiting the generality of the foregoing, Dr. Thiruvanamalai expressly waives and
releases all claims of discrimination, retaliation, harassment or failure to accommodate on the basis of
race, color, national origin, ancestry, citizenship, language, religion, age, sex, sexual orientation, marital
status, pregnancy, military status, unfavorable military discharge, disability. medical condition, order of
protection status, or any other basis under Title VII of the Civil Rights Act of1964, as amended; the
Americans with Disabilities Act. as amended: the Age Discrimination in Employment Act, as amended:
the Illinois Human Rights Act; and all other local, state, or federal laws or regulations governing
discrimination in employment; as well as all claims arising under any state or federal constitution, statute
or common law relating to public employment, contract law, or tort law. In addition, Dr. 'I'hiruvanamalai
expressly waives and releases any and all contractual or constitutional claims that he may have against the
Released Parties to continued employment, tenure rights or due process. The University, in turn, hereby
releases, acquits and forever discharges Dr. Thiruvanamalai from any and all claims, causes of action,
charges, obligations, damages, and liabilities of any kind or nature, in law or in equity, whether known or
unknown, suspected or unsuspected, internal or external, arising prior to the effective date of this
Agreement. The Parties intend that the release of claims contained within this Agreement be interpreted
as broadly as the law permits.

8. Con?dentiality. Dr. Thiruvanamalai agrees to keep the existence and the terms of this
Agreement, as well as matters relating to the events leading to this Agreement, con?dential. Accordingly,
Dr. Thiruvanamalai shall not disclose the existence or the terms of this Agrcement, or provide a copy of
this Agreement, to anyone else, including without limitation any past or present employees of the
University, any individuals or organizations external to the University, or any members of the media. The
only exception to this non?disclosure provision is that Dr. Thimvanamalai may disclose the terms of this
Agreement to members of his immediate family, his certified public accountant, his attorney, and to
governmental taxing authorities, provided that he secures assurances from them in advance that they
themselves will not disclose the existence or terms of this Agreement to anyone else. If Dr.
Thiruvanamalai, or anyone to whom he discloses the existence or terms of this Agreement. should violate
the terms of this non-disclosure provision, Dr. 'l'hiruvanamalai shall be deemed to have breached this
Agreement and shall be liable to the University for any damages or harm arising out of that breach. in
turn, no agent ofthe University acting in their capacity as such shall disclose the existence or the terms of
this Agreement, provide a copy of this Agreement, or disclose matters relating to the events leading to
this Agreement, to any individuals or organizations external to the University except to the extent
reQUired by law.

9. No Liability. By entering into this Agreement, the University does not admit any wrongdoing,
fault or liability of any kind towards Dr. Thiruvanamalai. This Agreement may not be used as evidence
or otherwise cited or relied upon in any subsequent proceeding, other than a proceeding to enforce the
terms of this Agreement, and is not to be afforded any precedential effort or to be construed as an
admission as to any claimed facts or representations.

to. Attorney?s Fees and Costs. Each Party shall be responsible for the payment of their own
attomey?s fees and costs incurred in conjunction with the negotiation of this Agreement.

ll. Forum Selection. Any action that is brought to enforce the terms of this Agreement shall be
brought only within the Illinois Court of Claims.

12. Entire Agreement. This Agreement sets fonh the entire agreement between the University and
Dr. Thiruvanamalai and supersedes all prior oral or written agreements, negotiations, discussions, or
understandings concerning the subject maner hereof. The terms of this Agreement may not be altered,
amended, waived or modi?ed, except by a Further written agreement signed by both Dr. Thiruvanamalai
and an authorized representative of the University. This Agreement will be construed and interpreted in
accordance with the laws of the State of without regard to its conflicts of law provisions.
Because both Parties were represented by counsel and afforded the opportunity to participate in the
negotiation of this Agreement, this Agreement shall not be construed against either Party as the dra?er of
the Agreement. The headings contained within this Agreement are for convenience only and are not
intended to be substantive.

l3. Voluntary Agreement. Dr. Thiruvanamalai represents and warrants that he has carefully read
this Agreement. that he had a full and complete opportunity to review and discuss the contents ofthis
Agreement with his attomey, Glenn Stanko, prior to entering into the Agreement, that he Fully
understands the contents of this Agreement and any rights that he may be waiving through the execution
of this Agreement, and that he is signing this Agreement freely and voluntarily. Dr. Thiruvanamalai
further represents and declares that, in executing this Agreement, he relied solely upon his own judgment,
belief and knowledge, and that he has not been influenced in any manner by any representations or
statements made by any representatives of the University. Dr. Thiruvanamalai acknowledges that no
representative of the University has made any promise, representation or wananty whatsoever, written or
oral, as any inducement to enter into this Agreement, except as expressly set forth within this Agreement.

14. Revocation Period. Dr. Thlruvanamalal acknowledges that he has been afforded a reasonable
period oftimc of not less than twenty-one (21) calendar days to review and consider the temts of this
Agreement and that he has been advised to consult with his attorney, Glenn Stanko. Dr. Thiruvanumaiai
further acknowledges that he is being granted a period ofseven calendar days following his execution
of this Agreement to revoke the Agreement, The Parties agree that this Agreement will not become
effective until each of the following conditions have been met: Dr. Thimvanamalai has executed the
Agreement; the revocation provided for within this paragraph has expired; and each of the
University?s signatories to this Agreement has executed the Agreement.

DR. THIRUVANAMALAI REPRESENTS AND WARRANTS THAT HE HAS THOROUGHLY
READ AND CONSIDERED ALL ASPECTS OF THIS AGREEMENT, THAT HE
UNDERSTANDS ALL PROVISIONS OF THIS AGREEMENT, THAT HE HAS HAD THE
OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF HIS CHOICE THROUGHOUT
THIS PROCESS, AND THAT HE IS VOLUNTARILY ENTERING INTO THIS AGREEMENT
OF HIS OWN FREE WILL, WITHOUT DURESS OR COERCION OF ANY KIND.

VALARMATHI THIRUVANAMALAI

UNIVERSITY OFILLINOIS

 



 

Valarmathi Thimvanamnlai

Date

Waller Knorr [date
Comptroller

   
  

x/j/r?

Edward Date
Inlen'rn Vice Chancellor for Academic Affairs and

Provost

    

llj/IK

Peter Constable Dm
Dean oflhe College of Veterinary Medicine

Approved as to form:

 

11.11 5
Of?ce or Univers ty Counsel Date