‘TLEMENT AGREEMENT ‘This Settlement Agrwement and Release of All Claims (‘Agreement’) is made and entered into by end between Noblo Maseru (“Maseru” as defined below) and the University of Cincinnati (UC as defined below) (collectively, “the Parties"), WHEREAS, Maseru filed lawsuits with the United States District Court, Southern District of Ohio, Bastem Division, Case No. 1:18-CV-106, and with the Ohio Court of Claims, Case No, 2018-001 94ID (collectively, the “Lawsuits”); and WHEREAS, the Parties desire a complete, final and irreversible end to any and all claims oF disputes which Maseru may have against UC up to and including the date he executos this Agreement, including, but not limited to, those claims which arose or which could have arisen from te allogations inthe Lawsuits, NOW THEREFORE, in consideration of tho mutual egreements set forth herein, sufficiency of which is hereby acknowledged, the Parties agree as follows: 1, Parties, This Agreement is entered into on behalf of; and shall extend to: A. “IMlasérw which includes Noble Maseru, his immediate fantily, past, present and fimture heirs, assigns, agents, representatives, executors, administrators, predecessors, suiecessors in interest, subrogees atid insurers, and any other parties who may claim under or through him, or otherwise assort claims for him or on bis behalf, jointly or separately; and B. “UC” which includes the University of Cincinnati, its past, present, and future officers, trustees, Board of Trustees, direotors, employees, agents, attomeys, agencies, assigns, administrators, prodecessors, successors in intaiest, facilities, colleges, departments, centers, divisions, disttcts, representatives, and affiliated and/or related entities wherever located, subrogees and insurers, and any other parties who may claim under or through them, or otherwise assert claims for them or on their behalf, Jointly and separately, and any other affliated entity of UC, and the State of Ohio, 2, Intent Except as specifically set forth herein, Maseru and UC wish Co bring a complete, final and irreversible end to any anc all claims and/or disputes which arose or which could have arisen from the allegations in the Lawsuits, or related in any way to Masera seeking employment at UC, and to reach a full and final settlement of all matters and claims, of ‘any nature whatsoever, including the Lawsuit, as ofthe date of execution of this Agreement 3. Payment. ‘Within thirty (0) days after the last signature ou this Agreement, UC shall issue and provide to Maseru and his attorneys the total sum of One Hundred Thirty ‘Thousand Dollars and Zero Cents ($130,000.00), to be paid as follows:Settlement Agreement and Release of All Claims Noble Maseru » University of Cincinnati Page 2 of 7 i. Bighty-Six ‘Thousand Two Hundred Ten Dollars and Zero Cents (886,210.00) to Maseru, The Parties expressly understand and acknowledge that no IRS Form W-2 shall issue from UC with respect to this payment and that UC will issue an appropriate IRS Form 1099 for the payinent described in this Subparagraph, ti, Forty-Three Thousand Seven Hundred Ninety Dollars and Zoro Cents ($43,790.00) to Tobias, Torchia & Simon, in connection with the representation of Maseru in the Lawsuits, ‘The Parties expressly understand and acknowledge that UC will issue an appropriate IRS Formn 1099 for the payment described in this Subparegraph, In paying the amounts specified in Subparagraphs 3.A.i. and 3.A. makes no representation as to the tax consequences or liability arising from said payments, Moreover, the Parties understand and agree that any tax consequences or liability arising fom the payments to Maseru and his attorney shall be the sole responsibility of Maseru, Masoru expressly understands, acknowledges and agroes that he shall be solely responsible and will be solely obligated to pay any and all taxes, including but not limited to personel income taxes, due in connection with either ofthe payments described in Subparagraphs 3.A.i, and 3.A.ii, a8 required by applicable federal, tate and local tax faves, Maseru shall indemnify and hold UC hhatealess for anc from any and all tax liability arising from or relating in any way to either of the payments described in Subparagraphs 3.A.i. and 3.A.ii, Maseru shall algo indemaify and hold UC harmless from any and all tax liability imposed by the Internal Revenue Service, the State of Ohio, or any other taxing agency or tribunal as a result of Maseru’s failure to make any and all proper tax payments on said payments or any portion thereof, For the pixposes of this Agreement, “tax liability” shall include, but not be limited to, taxes, fines, penalties, interest, and costs and expenses, including attorney’s fees. Prior to the disbursement of any settlement monies as sot forth in Subparagraphs 3.A.. and 3.A.ii. above, Maseru and his attorneys agree to complete any and all necessary documents to effectuate such payments, inoudling, but not limited to, any TRS Form W-9, a supplier information form, and/or vendor form(s). “The Parties understand and agree that no further interest, costs, court costs or fees, attomey’s fees, oF any other amounts are payable by UC, and Masaru waives the right to claim pre- and post-settlement interest,Settlement Agreement and Release of All Claims Noble Moseru v. University of Chnchinadl Page 3 of 7 4, ive, Emple wnd/or Any Association/ Afi Maseru agrees fae as Aagestont, he expressly walving any lam fr hte a or other association or affiliation with UC, and will not seek, apply for or accept any position, whether full- time, part-time, on a contract basis, ora volumtece basis, or accept any other type of association or iliation now or in the future with UC. Neither shall Maseru accept any position, on full-time, part- time, contract basis, or volunteer basis, with any employment agency, thied-parly contractor, or any ater enlily to perform nuy work on premises owned or operated by UC. If Maser violates this term by applying for any such position, he understands that UC will not hige oF retain him, that this Agreement is a basis for denying his application, and, if hited or retained in any fashion, this Agreement constitutes grounds for his immediate removal. Maseru fully understands and agrees that this Agreement may be used by UC as a complete defense fo any and all claims asserted against UC rogarding any failure to hie, failure to retain, failure to associate with, axxVor removal of Maseru in tho future, Nothing in this section proclades UC from contacting Maseru regarding an association, collaboration or affiliation with UC, or probibits Maseru from cornmunicating with faculty, students ‘or administration upon request 5. Releaso of AUl Claims and Dismissal of All Charges and Legal Actions, As consideration ‘or entering into this Agiooment, Masori agrees f0 fully waive any and all claims related to hitn seeking employment with LIC as ofthe date of execution ofthis Agreement, This waiver is intended conly as to all past claims and does not prechude or restrict Maseru in any way from bringing any laitn in the future for any actionable conduct he may allege UC has committed alter the date of his signature, Accordingly, Maseru does hereby fully, finally and forever release, hold harmless from and against, waive and forever discharges UC from any and all claims, actions and eauses of action, suits, debts, liability, demands whetsoover, whether known or unknown against UC, suspected! ot ‘unsuspected, vested or contingent, in law, equity, or otherwise, including, but not limited fo, those arising or which might arise under or out of the Equal Pay Act; Title VII of the Civil Rights Act of 1964; the Civil Rights Acts of 1964, as amended; the Civil Rights Act of 1991, as amended; Title IX of the Education Amendments of 1972; the United States Constitution; the Civil Rights Acts of 1866 and 1871 (42 C, §§ 1981, 1983, 1985, et seq.); the Americans with Disabilities Act; the Age ination in Employment Act; the Rehabilitation Act of 1973, as amended; the Genetic Taformtation Nondiscrimination Act of 2008; the Older Workers Benefit Protection Act; the Family and Medical Leave Act of 1993; Ohio law, including, but not limited to tortious wrongful discharge claims, tortious failure to hire claims, breach of contract, interference with contract, intentional infliction of emotional distress, harm oF illness, intentional injury or intentional tort; Chapter 4112 of the Ohio Revised Code end any other provision of the Ohio Revised Code; and aity other federal, state, city, county or other local law or ordinance concerming employment, of in any other manner regulating or otherwise concerning wages, hours or ny other terms or conditions of employment. ‘This Agreement does not impact, affect, or otherwise release aay rights or benefits Maseru has pursuant to any vested benefit or employee benefit plan, including any government administeredSettlement Agreement and Release of All Claims Noble Maseru v, Univershy of Cuctnnedt Page dof 7 Dbonefit plan, Maseru states that, a of the execution of tis Agreement, le has snl maintains fll andl absolute conteal ofthe disposition of all charges, liens, claims, demands, sums of money, actions, rights, causes of action, obligations, and liabilities released in this Agreement, Maseru filly understands and agrees that this Agreement may be used by UC as a complete defense to any and ail claims asserted against itwith respect to any charges, liens, claims, demands, sums of money, ations, rights, causes of action, obligations, and liabilities released in this Agreement. Maseru acknowledges that to the extent that the law may prohibit this Agreement from preventing faim from participating in proceedings before any governmental administrative agency (e.g, the Ohio Civil Rights Commission, the Equal Employment Opportunity Commission, efe.}, except whore prohibited by law, Maseru expressly and voluntarily waives any right thet he may have otherwise had {o recover any damages or any other relief whatsoever, whether in law, equity, ot restitution, in any proceeding that is or may be brought on his behalf by such governmental administative agency. 6 Non:Disparagement and Confidentialit ‘A. — To the extent permitted by law, the Patties agree to maintain the terms of this Agroement as confidential and not to identify the Parties to this Agreement, For the purpose of this Paragraph, “identify” means naming any of the othor Pasties by name, Maseru and his counsel may disclose or discuss the contents, terms or conditions of this Agreement only inthe event that such information is requested in a legally proper public records request, and such information becomes a public document as a result. of such request. None of the Parties shall request the Agreement, or otherwise cause the Agreement to be requested, throught a public records request; nor shall any Party make any effort that would in any way contribute to the public disclosure of this Agreement or ils terms. C. Maseru and his counsel agree that they shall use reasonable best efforts to ensure thet: they do not engage in any vilification or disparaging remarks of UC, including but not limited to statetnents in the press, statements or postings on social media, and statements to the public, For the purpose of this Agreement, “disparaging remarks” are defined as any false, negative, ioflammatory, critical or disparaging statements concerning anotter party, whether verbal or in writing, Nothing in this Agreement shall prohibit the Parties’ disclosure of information which is required or allowed to be disclosed in compliance with applicable laws, 7. Complete Dismissal, Within one (1) business day after receipt of the payments set forth in Subparagrapbs 3... and 3.A.ii, above, Maseru agrees to withdraw with prejudice all actions filed by him against UC including, but not limited to, the Lowsuits, Maseru also shall immediatelySettlement Agreement and Release of All Claims ‘Noble Maseru v, University of Cinchinast Page $ of7 dismiss any other action(s) which have been filed, ate now pending, or which could have been filed agaixst UC relating to any acts or omissions which heve transpired at any time up to and including the date of execution of this Agresment in regard to Maseru seeking employment with UC, Maseru further agroes to never file or re-fle any action, claim or other lawsuit agninst UC, or any other agency of the State of Ohio, relating to any acts or omissions which have transpired at any time up to and including the date of the execution of this Agreement and acknowledges that this Agreement would bar any such action or proceeding, Jn the event thet Maseru fails to file any of the notices of dismissal with prejudice of the Lawsuits within the one-day period, Maseru agrees that his execution of this Agreement and/or his negotiation of the payments in Subparagraphs 3,A.i, and 3.A.ii, above shall constifute his consent to and ogreement not to oppose UC's filing of any motion to dismiss based upon mootness as the Parties have reached. full and final resolution fo all elaims pending in the Lawsuits, 8. Non-Admission. ‘The terins set out in this Agreement are « compromise settlement of disputed claims, the validity, existence of occurrence of which is expressly denied by UC. Neither the terms nor this Agreement shall be deemed or construed as an admission by UC of any wrongful acts whatsoever by or against Masetu or any other person, nor does any arrangement(s) mele with Maseru constitute an acknowledgement of the validity of any claim, charge, linblity or cause of action asserted, it boing expressly understood that all such claims are in all respects denied by UC. 9. General Terms, The Parties to this Agivement represent and affirm that the only consideration for their agreement and execution are the terms stated herein, that no other promise ot agreement of any kind has been made fo oF with any of them by any persons or entity to cause ctor to execute this Agreoment, and that no other compensation, benefits, or prerequisites other than those specified in the forogoing Agreciment shall be involved or claimed, This Agreoment shall not be interpreted to render Maser a prevailing party for any purpose, including but not limited to an award of atlomey's fees under any applicable statute or otherwise. Each Purty fully understands he meaning and intent of this Agreement, including but not limited to, its finel and binding effect. 10, Counterparts, This Agroement, any amendments or modifications to it, end any otter documents required or contemplated to be executed in orler to consummate this Agreement, may be executed in one or more counterparts, each of which shall be deemed an original of this Agreement. PDF versions of theso counterparts will be considered originals forall purposes. All counterparts of any such document together shall constitute one and the same instrument. 11, Effective Date, ‘This Agreement is effective as of the date of the last signature on this Agreement.2 1B. Settlement Agreement and Release of All Claims Noble Maserts». Universi of Clncinnatt Page 6 of 7 Construction And Severability, A ‘This Agreement shall be construed according to its fair meaning, and not stritly for or against eny of the Parties. Moreover, no Perty shall be deemed to be the drafter of this Agreement, and no pat ofthis Agreement shall be construed against any Party on the basis that the particular Party is the drafter of any part of this Agreement. Should any provision of this Agreement be declared or determined by any court to bo illegal or invalid, the validity of the remaining parts, terms or provisions shell not be affected thereby and the illegal or invalid part, term or provision shall be deemed not to be part of this Agreoment, ‘The Parties agree that electronic signatures are valid signatures fo execute this Agreement, “This Agreement sets forth the entire agreement between the Parties hereto, and fully supersedes any and all prior discussions, agreements, transmissions or understandings between the Parties or their representatives. This Agreement may not be modified or amended except in writing, signed by the respootive Parties, This Agrooment is governed by Ohio law. Bach person signing this Agrecment represents and warrants that he ot she is duly authorized and has legal eapacity to execute and deliver this Agrecment. Bach Party represents and wartants tothe other that the execution and delivery of this Agreement and the performance of such Party's obligations hereunder have been duly authorized and that this Agreement is a valid and legal agreement binding on such Party and enforceable in accordance with its terms. NOBLE MASERU - PLEASE READ CAREFULLY BEFORE SIGNING: PURSUANT TO THE AGE DISCRIMINATION IN EMPLOYMENT ACT, 29 U.S.C. § 621 ETSEQ,, A WAIVER OF RIGHTS CANNOT APPLY TO AGE DISCRIMINATION CLAIMS ARISING IN THE FUTURE, BY MY SIGNATURE BELOW, I, NOBLE. MASERU, ACKNOWLEDGE THAI | HAVE READ THIS AGREEMENT AND RELEASE, AND FULLY. UNDERSTAND I.Settlement Agreement and Release of All CI Noble Maseru v. University of Cincinnati ms Page 7 of 7 * 1 WAS GIVEN UP TO TWENT CONSIDER THIS AGREEMENT. “ONE (21) DAYS WITHIN WHICH TO. * [HAVE BEEN ADVISED TO CONSULT WITH LEGAL COUNSEL PRIOR TO SIGNING THIS AGREEMENT, * [HAVE THE RIGHT TO REVOKE THIS AGREEMENT, AS TO ANY AGE CLAIM ONLY, IN WRITING, FOR A PERIOD NOT TO EXCEED SEVEN (7) DAYS AFTER THE DATE ON WHICH IT IS SIGNED BY ME. I FURTHER ACKNOWLEDGE THAT IF [ FAIL TO EXERCISE THIS RIGHT TO REVOKE AS. TO ANY AGE CLAIM, THIS AGREEMENT WILL BECOME A BINDING CONTRACT AS TO ITS TERMS ON THE EIGHTH (8™) DAY AFTER 1 SIGN ‘THIS AGREEMENT, IF THIS AGREEMENT SHOULD BE REVOKED BY ME WITHIN THE TIME SET FORTH ABOVE, THIS AGREEMENT SHALL BE VOID AND UC SHALL BE RELEASED FROM PERFORMANCE HEREUNDER. The undersigned Parties state that they have had the opportunity to consult with counsel regarding this Agreement, they have carefully tead the foregoing Agreement and understand the contents thereof, and they execute the same as their own free and voluntary act. Maser acknowledges that he has been given a period of seven (7) calendar days within which to revoke this Agreement lor purposes of age discrimination claims only. Maseru represents and agrees that he is entering into this Agreement with the intention of giving up any and all claims against UC and he is not enterin, into this Agreement relying on any representations by UC or its attomeys concerning the meaning of any term of this Agreement, INTENDING TO BE BOUND, the Parties have executed this Agreement on the day and date indicated below their respective signatures, ‘\ ed q m Sn 4 j o Sd NOBLE MASERU, UNIVERSITY OF CINCINWATI QE deheke- 20 22 Brian M.Sploss - ; Assistant Generat Counsel DATE 1 Assistant Contracting Officer Zifig oe _ DAT