EMPLO’ 1T AGREEMENT. This Employment Agreement (the "Agreement") is made and entered into on this [+ day ofeceubes 2021 (the "Effective Date"), by and between the Board of Regents of Northern Kentucky University (the "Board”) and Ashish K. Vaidya, Ph.D. (“Dr. Vaidya" or the President”). WHEREAS, Dr. Vaidya has served as the President of Northern Kentucky University (the “University’) since July 1, 2018 pursuant to a certain employment agreement with an effective date of November 16, 2017 (the “First Employment Agreement’); WHEREAS, the Board desires and intends to continue to employ Dr. Vaidya as the President of the University; and WHEREAS, Dr. Vaidya desires and intends to continue to be employed as the President of the University. NOW, THEREFORE, in consideration of the mutual promises and covenants described herein, the fairness and adequacy thereof being stipulated by the parties, the Board and the President hereby agree and covenant as follows: 1. Appointment as President. Pursuant to the authority granted to it by Chapter 164 of the Kentucky Revised Statutes, the Board hereby appoints and employs Ashish K. Vaidya, Ph.D. to be the President and Chief Executive Officer of the University. 2, Duties. The President shall be the official representative of the University in the management and administration of the University. As such, he shall perform all duties required by law, by this Agreement, by the bylaws and policies established by the Board, as well as all other reasonable duties and responsibilities established and requested by the Board. Further, the President shall perform the duties and practices customarily performed by the president of a university of a similar size and mission at the general direction of the Board, including but not limited to the following: 2.1 Institutional, faculty and educational leadershi 2.2 Long-range planning; budget formulation; supervision of University buildings, grounds and equipment controlled by the University; administration of the affairs of the University as best serves the University consistent with Board policies and directions; 2.3. Fund raising, development, public and alumni relations; 24 Student recruitment, retention and services; faculty recruitment; 12.5 Recommending to the Board the appointment, promotion and dismissal of faculty and other personnel as the Board may request; 2.6 Recommending to the Board the adoption of such regulations, rules and procedures as are necessary or useful for the welfare of the University; 2.7 The President may, if deemed necessary by the President, seek counsel from the Chair of the Board when an issue not specifically enumerated herein arises. Devotion of Best Efforts. 3.1. The President agrees that during the term of this Agreement and any extension thereof, he shall remain committed to the performance of his duties as President of the University, and ona full-time basis he shall use his best efforts to perform those duties faithfully, industriously and with maximum application of experience, ability and talent. 3.2 Such duties shall be rendered at the campus of the University in Campbell, Boone, Kenton and Grant Counties, Kentucky, and at such other place or places as the University, the Board or the President shall deem appropriate and reasonable for the interest, need, business or opportunity of the University. 3.3. The expenditure of reasonable amounts of time for personal or outside business, as well as charitable and professional development activities, shall not be deemed @ breach of this Agreement, provided that such activities do not interfere with the duties and services required to be rendered to the University and the Board under the provisions of this Agreement. 3.4 The President shall not, without prior written permission from the Board or Board Chair, render services of any professional nature to or for any person, business, organization or firm for remuneration other than the University. The President shall not engage in any activity that may be adverse to the interests of the University. The making of passive and personal investments and conducting private business affairs shall not be prohibited hereunder. The President may serve on the boards of charitable, non-profit, organizations and for profit entities if the President obtains the prior written permission of the Board or Board Chair, which permission shall not be unreasonably withheld. 4. Term, 4.1 The term of this Agreement and the President's appointment shall be four (4) years, commencing on July 1, 2022 and ending on June 30, 2026 (the “Initial Term”), Upon the conclusion of the Initial Term, this Agreement and the President's appointmentshall automatically renew for a term of one (1) year, commencing on July 1, 2026 and ending on June 30, 2027 (the “Renewal Term”) (the “Initial Term” and the “Renewal Term” shall collectively hereinafter be referred to as the “Term"). The Term shall not be construed to create an employment term that exceeds four (4) years at any given time, in accordance with the provisions of KRS 164.360(2). The Chair of the Board and Dr. Vaidya shall meet no later than June 30, 2026 to discuss the extension, renewal, or non-renewal of this Agreement beyond the end of the Term and upon renewal or extension the terms related thereto. 4.2 For the avoidance of doubt, the First Employment Agreement shall continue to govern the employment relationship between the University and the President up to and through June 30, 2022. Beginning on July 1, 2022, this Agreement shall supersede the First Employment Agreement and shall govern the employment relationship between the University and the President for the remainder of the Term. 5. Compensation, In consideration of the services performed by the President under this Agreement, the University shall pay the President an annual base salary of Four Hundred Fifty Thousand Dollars ($450,000.00), less deductions for withholding required by law and less other deductions authorized by the President. The President's annual base salary shall be payable in equal monthly installments in accordance with the normal payroll procedures of the University. 5.1 The President's annual base salary shall be reviewed annually by the Board and may be increased, but not decreased, by the Board in accordance with such review. Such annual salary review shall be made in conjunction with an annual evaluation of the President's performance conducted by the Board and/or appropriate Board committee. On or before June 1 of each year of this Agreement, Dr. Vaidya shall provide to the Chair of the Board of Regents a list of proposed goals and objectives for the one year period beginning July 1. The Board of Regents or its designee and the President shall discuss the President's goals and objectives, after which time the Board and the President shall agree upon goals and objectives for the coming academic year. On or before May 1 of each calendar year, the President shall initiate the evaluation process for the period that began on July 1 of the previous calendar year by submitting to the Board a written self-appraisal of said period's performance. This appraisal shall address the President's performance related to each of the goals and objectives determined the preceding June. After the President has submitted this self-appraisal, the Board shall evaluate the President's performance during the previous academic year based on his achievement of the mutually agreed upon specified goals and objectives. The parties will attempt to complete and discuss such evaluation on or before July 1 of each year. To assist the Board in such annual performance evaluations, the President agrees to furnish such oral and/ or written reports as may be required by the Board. The President understands that the Board may consult with faculty and staff members of the University, as well as external consultants, in evaluating the President's performance.5.2 The President will be eligible for an annual performance bonus target of Fifty Thousand Dollars ($50,000.00), as determined by the Board and based upon reasonable annual performance goals and metrics mutually agreed upon by the President and the Board. Earned bonus is payable at fifty percent (50%) in the year earned and fifty percent (50%) accumulated and payable at the conclusion of the Term. Annual performance goals for subsequent years of this Agreement shall be agreed to in writing by the President and the Board and attached as addendums to this Agreement, no later than June 30 of each year. In addition, the Board authorizes the President to create a bonus pool of Twenty-Five ‘Thousand Dollars ($25,000.00) for members of his executive team, to be distributed among ‘one or more members of his executive team as he deems appropriate. If the President incurs tax liability as a result of creation of a bonus pool for his executive team, the Board shall, to the nearest degree possible, make the President whole with respect to such tax liability. 5.3. The President shall be responsible for any income tax liability incurred as a result of this Agreement, subject, however, to the provisions of Section 6 herein. 6. — Housing Allowance. The Board shall provide to the President a housing allowance and household assistance payment (the "Housing Allowance") of Five Thousand Eight Hundred and Sixty-One Dollars and Thirty Cents ($5,863.00) per month ($70,356.00 annually) for residency in the Northern Kentucky area and suitable for the President's entertaining related to his University duties. ‘The Housing Allowance is intended to pay for the costs of any domestic and maintenance employees that the President may require, as well as any expenses associated with maintenance and furnishing of the President's home. ‘The Housing Allowance shall be remitted to the President by separate monthly payment and is intended to be tax free. If the President incurs tax liability as a result of payments for the Housing Allowance, the Board shall, to the nearest degree possible, make the President whole with respect to such tax liability. 7. Benefits. The President shall be eligible to participate in all benefits provided to employees and officers of the University as well as certain additional benefits set forth herein. At present, those benefits include: 7.1 Health Insurance. The University provides single coverage for each employee. Family and two-party coverage is available at an additional cost to the employee. The University shall supplement the President's base salary to reimburse all of his costs (both employer and employee portion of the premium) for family health insurance coverage for his spouse and dependent children. Health insurance benefits currently include vision and dental coverage. Following the termination of this Agreement for whatever reason, the President may continue to participate in the University's group health plan at his sole expense in accordance with the benefit continuation policy and federal and state law (ie, COBRA).7.2 Life Insurance. Term life insurance shall be provided in an amount equal to the current annual salary of the President, up to a maximum of Four Hundred Fifty ‘Thousand Dollars ($450,000.00). 7.3 Retirement. The President shall be eligible to participate in the University's TIAA/CREF retirement plan. The University shall contribute ten percent (10%) of the President's current annual salary to the retirement fund. The President shall be required to contribute a mandatory minimum five percent (5%) of his current annual base salary. Notwithstanding anything to the contrary in this Section, the combined contributions made by the President and the University cannot exceed the annual benefit limits established by the Internal Revenue Service for a participant under a defined contribution plan in any year that contributions are made. University contributions limited by the 401(a)(17) annual compensation limit in the 403(b) plan will be applied to a 401(a) supplemental executive retirement plan. 7.4 Disability Insurance. The University shall provide the President with Jong term total disability insurance through TIAA Total Disability Plan. The plan provides a monthly benefit which, including any income benefits from social security and worker's compensation, is equal to sixty percent (60%) of covered monthly salary. The monthly benefit must not exceed Ten Thousand Dollars ($10,000.00) per month, nor beless than Fifty Dollars ($50.00) per month. 7.5 Worker's Compensation, The President shall be considered an employee of the University for purposes of coverage under the University's worker's compensation insurance plan. 7.6 Annual Physical Examination, The Board shall provide coverage or pay for the President and his spouse to undergo an annual comprehensive physical examination at an appropriate local healthcare provider of their choice, the results of which shall remain confidential to the President to the extent permitted under the laws of the Commonwealth of Kentucky. 7 it Dollar Capital Accumulation Plan. The President shall be eligible to participate in the Split Dollar Capital Accumulation Plan (the “Plan”) implemented by the University in accordance with mutually agreed upon Plan documents, which Plan documents shall be incorporated by reference. Without limitation of anything contained in the Plan documents, the University shall fund the Plan in the amount of One Hundred Thousand Dollars ($100,000) annually for five (5) years or for such time the President remains employed by the University, whichever is longer, and the President's benefits under. the Plan shall vest four (4) years after the President begins providing services under this Agreement. In accordance with the Plan documents, the University shall receive all 5University funding of the Plan, plus interest, upon the death of the President. Ifthe University terminates this Agreement in accordance with Section 18.1 or the President terminates this ‘Agreement in accordance with Section 185, the University’s obligation to fund the Plan shall terminate. As further set forth in the Plan documents, the President may also elect to modify his compensation and benefits package on an annual basis to allow for voluntary contributions to the Plan, which voluntary contributions are not subject to the Plan's vesting provisions or other restrictive benefit provisions. Notwithstanding anything to the contrary herein, the University’s obligation to fund the Plan shall be contingent upon it receiving an annual statement from Keystone Benefit Group that it is not aware of any unfavorable tax treatment of the Plan by the Internal Revenue Service within the most recent twelve (12) month period, 7.8 Long Term Care Insurance. The University shall provide Six ‘Thousand Dollars ($6,000) annually to fund long term care insurance for the President and his spouse (i.e, $3,000 annually for the President and $3,000 annually for his spouse). This funding shall continue for ten (10) years following the final date on which the President serves as president of the University or as a professor at the University, whichever is later, notwithstanding a termination of this Agreement for any reason either by the Board or the President, except and unless the President leaves the University to accept employment at another institution during the Term of this Agreement. 8. Leave, 8.1 — Sick Leave. The President shall receive the maximum number of days of sick leave per year which are available to University administrators. As of the Effective Date of this Agreement, the total number of sick leave days available per year is 12 days. Sick leave shall accumulate and carry over in accordance with and as permitted by University 82 Vacation. The President shall accrue and receive five (5) weeks of paid vacation per year. Vacation time shall accumulate and carry over in accordance with and as permitted by University policy. 9. [Intentionally Omitted) 10. Automobile. For the duration of this Agreement, the Board shall provide the President with a leased automobile, which automobile shall be chosen by the President with the prior approval of the Board, The automobile shall be insured by the University with limits as specified in the University’s fleet vehicle policy. The President shall be responsible for maintaining the automobile, however, the Board shall reimburse the President for all maintenance costs, reasonable repair costs and fuel costs.11, Cellular Phone. The University shall provide the President with a cellular phone, The University shall pay the regular service and usage charges for the cellular phone to be used for purposes of University related business. 12. Business Expenses, The President shall be authorized to expend reasonable amounts necessarily incurred in the performance of his duties, including but not limited to for business and professional travel and University related entertaining, and he will be reimbursed for such expenses upon presentation of appropriate documentation and in accordance with University practice as from time to time defined. The President's business expenses shall not exceed the amount provided for such items in the President's budget as. approved by the Board, The President's spouse is authorized to have travel expenses reimbursed when such travel is beneficial to the University and authorized by the Board. ‘The President is authorized to attend both the AASCU summer and annual meetings. 13. Professional Activities and Memberships. The Board shall reimburse the President for reasonable expenses incurred by the President to attend educational conferences, conventions, courses, seminars and other similar professional growth activities, including membership in professional organizations. 14, Documentations of Expenses. The President shall maintain and furnish to the Board an accounting of expenses provided for in this Agreement in reasonable detail on a semi-annual basis, or on a more frequent basis as requested by the Board. 15. Office Facilities. The President shall be furnished with a private office, secretarial assistance and such other facilities and services suitable to the position and adequate for the performance of the President's duties. 16. Tenure. Except in the event of a termination in accordance with the provisions of Section 18.1, 18.2 and/or 18.3 herein, upon leaving the presidency of the University, the President shall be entitled to a one-year administrative leave, as provided for in the Faculty Handbook. During said leave, the President shall be entitled to receive 100% of his final-year base salary and all benefits under Section 7 of this Agreement, but the President shall not be entitled to receive any other compensation, bonuses, benefits or perquisites under this Agreement. Upon conclusion of said leave, the President shall occupy a professorship at the Haile/US Bank College of Business on an academic year basis, with academic tenure and a full courseload per semester, in accordance with the University’s and College's requirements. The President's first-year salary in such professorship shall be equal to 50% of his final-year base salary or the highest faculty salary then existing at the University, whichever is greater. Subsequent salary increases shall be based on an annual performance evaluation as provided for in the Faculty Handbook. The President shall be provided with an appropriate office. The granting of tenure shall survive the termination of this Agreement, except as otherwise provided in Section 18 of this Agreement.17. Club Memberships. The Board shall pay for the President's membership in the Metropolitan Club and/or the Queen City Club. The President agrees that he will make reasonable efforts to obtain such membership on a corporate membership basis so that such membership may also be utilized by the Vice President of Development and/or the Provost for University business purposes. 18. Termination. 18.1 Termination by University for Just Cause. The parties agree that the University may terminate this Agreement and remove the President from office at any time for "just cause,” and the President shall have no further rights under this Agreement. A termination under this Section 18.1 shall not automatically terminate the rights of the President as a Professor under Section 16, however, the President's rights under Section 16 shall be subject to the provisions of the University Faculty Policies and Procedures Handbook and other University policies applicable to his employment as a Professor. "Just cause” shall ‘mean those reasons for which the University may remove the President as described in KRS. 164.360(3), 18.2 Termination for Death. Regardless of any other provisions of this Agreement, this Agreement shall terminate automatically upon the death of the President, and the University shall be liable to the President's personal representative only, under the Provisions of this Agreement, for any accrued but unpaid compensation together with a proportionate part of any of the benefits which would be due and payable to the personal representative to the date of death of the President. 18.3 Termination by University for Disability. The parties agree that the University may terminate this Agreement and remove the President from office prior to the normal expiration of this Agreement as the result of the President's disability, with the term “disability” meaning the President's inability to perform the essential functions of his position as President, with or without reasonable accommodations, for six continuous months due to physical or mental illness or disability, which disability is reasonably expected to last at least another 6 months or result in death, subject to the following provisions: 18.3.1 If the Board deems the President to have a disability as defined under Section 18.3, the Board reserves the right to require the President to submit to a medical examination, either physical or mental. Such examination shall be performed by a physician licensed to practice medicine, selected and paid for by the Board, The President hereby consents to such examination and waives any otherwise applicable privilege between such physician and the President as a result of such examination. The sole purpose of such examination is to aid the Board in determining whether the President has a disability as defined under Section 18.3. The parties agree that such examination and all records, reports 8and other documents related to such examination shall be the private patient medical records of the President and shall remain confidential at all times. It is the express intent of the parties that such examination and all related documents shall not be made public and shall be exempt from the Freedom of Information Act and Kentucky open records laws, KRS 61.870 et. seq, as private patient medical records. 18.3.2 If the Board determines that the President has a disability as defined in under Section 18.3, the Board may terminate this Agreement and the University shall be liable to the President only for any accrued but unpaid compensation, together with a proportionate part of any other benefits which would be due and payable to the President by reason of such disability or incapacity, and the President's rights under Section 16 of this Agreement shall terminate 18.3.3 In the event of termination under Section 18.3, the President shall additionally receive current benefits, Housing Allowance and monthly salary payments for twelve (12) months (less any amounts received by the President for such period from social security, workers compensation or otherwise under the provisions of section 7.4 above) from the date of termination under this Section 18,3. The foregoing payments may be made through a combination of long term disability insurance payments and wages, if permitted by the terms of the University's insurance policy, or be comprised totally of wages paid by the University. 18.4 Termination by University Without Cause. In addition to the termination of this Agreement under the provisions of Subsections 18.1, 18.2 and 18.3 above, the parties agree that the Board may terminate this Agreement and remove the President from office, without cause, upon one hundred eighty (180) days prior written notice. The University shall pay to the President, as liquidated damages, the President's base salary and current benefits through the remainder of the Term of the Agreement. The Board or University shall not be liable to the President for the President's loss of any benefits, perquisites, or income from any sources as a sole result of the University’s Termination without Cause under this Agreement. 18.5 Termination by President, The President may, at any time, upon the giving of not less than one hundred eighty (180) days prior written notice to the Chair of the Board, terminate this Agreement. The University shall be liable to the President for any accrued but unpaid compensation together with a proportionate part of any other benefits which would be then due and payable to the President up to the date of such termination, and the President shall have no further rights under this Agreement. 19, Entire Agreement; Modification, This Agreement constitutes the entire understanding of the parties hereto and supersedes any and all prior or contemporaneousrepresentations or agreements, whether written or oral, between the parties, and cannot be changed or modified unless in writing signed by the parties hereto. 20. Severability. The terms of this Agreement are severable such that if any term or provision is declared by a court of competent jurisdiction to be illegal, voi unenforceable, the remainder of this Agreement shall continue to be valid and enforceable. 21. Dispute Resolution. In the event of any dispute between the parties arising Out of any aspect of the employment relationship between the President and the University, the parties shall confer in good faith to resolve promptly such dispute. 22. Mediation, in the event the parties are unable to resolve a dispute after conferring pursuant to Section 21, the parties agree that any controversy or claim that either Party may have against the other arising out of or relating to the construction, application or enforcement of this Agreement, as well as any controversy or claim based upon the alleged breach of any legal right relating to or arising from Dr. Vaidya's employment and/or termination of his employment shall be submitted to non-binding mediation with the American Arbitration Association. Within fifteen (15) days after delivery of a written notice of request for mediation from one party to the other, the dispute shall be submitted to a single mediator chosen by the parties in Lexington, Kentucky, or in the absence of such agreement, by the then rules at the American Arbitration Association for selection of a mediator when the parties cannot agree. 23. Arbitration. If mediation, as described in Section 22, is unsuccessful, any controversy between the University and Dr. Vaidya which involves the construction, application, or enforcement of this Agreement, as well as any controversy or claim based upon the alleged breach of any legal right relating to or arising from Dr. Vaidya's employment and/or termination of his employment which can be subject to arbitration shall, on the written request of either party served on the other, be submitted to binding arbitration before a single arbiter mutually agreed upon by the parties, or, failing such agreement, chosen pursuant to the rules and procedures of the American Arbitration Association for employment disputes, The parties shall be bound by the decision of the arbitrator(s). Judgment upon the award rendered by the arbitrator(s) may be entered in a court in accordance with Section 24 of this Agreement. The arbitrator(s) shall be bound by applicable agreements and Kentucky statutes, regulations and rules of procedure and the arbitrator(s) should permit reasonable discovery, issue subpoenas, decide arbitrability issues, preserve order and privacy in the hearings, rule on evidentiary matters, determine the close of the hearing and the procedures for post-hearing submissions, and issue an award resolving the submitted dispute, The arbitrator(s) shall also have authority to rule on motions to dismiss and motions for summary judgment, pursuant to the standards set forth in the Federal Rules of Civil Procedure and/or applicable Kentucky state law. The arbitrator(s) shall be able to 10apply substantive law as well as the law that allocates burdens of proof. The arbitration shall take place in Kentucky. 24. Governing Law: Venue. This Agreement shall be interpreted in accordance with the laws of the Commonwealth of Kentucky, and venue for any proceedings arising out of this Agreement shall be Campbell County, Kentucky. 25. — Waiver. No delay or failure to enforce any provision of this Agreement shall constitute a waiver or limitation of rights enforceable under this Agreement by either party. 26. Assignment. This Agreement is not assignable, This Agreement shall be binding upon the heirs, administrators, personal representatives, successors, and assigns of both parties. 27. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute but one and the same instrument. Signatures delivered by facsimile and by email shall be deemed to be an original signature for all purposes, including for purposes of applicable Rules of Evidence, Execution of this Agreement by a party hereto is a representation that such party has the power and authority to bind the party to the terms of this Agreement. [Signature page follows] itIN WITNESS WHEREOF, Ashish K. Vaidya, Ph.D., and the authorized representative of the Board of Regents of Northern Kentucky University, have executed this Agreement as ofthe day first written above, BOARD OF REGENTS OF NORTHERN PRESIDENT: KENTUCKY UNIVERSITY: indra’ R. — Ashish K. Vaidya, Ph.D. Chair, Board-6f Regents President, Northern Kentucky University Subscribed and sworn before me, a Notary Public, this |}_ day of Decens ber 2021 by Ashish K. Vaidya, Ph.D, CATHY J. DEWBERRY ce aay woe Subscribed and sworn before me, a Notary Public, this /7_ day of Lecems2021 by Andra’ R. Ward, Chair of the Board of Regents of Northern Kentucky University. Notary Public a My Commission Expires:___ CATHY J. DEWBERRY Notary Public State at large State of Kentucky 10036282