SBPARATION AND RESIGNATION AGREEMENT

r.o Parties. The parties to this Separation and Resignation Agreement ("Agreement") are George Pernsteiner ("Pernsteiner") and the Oregon State Board of Higher Education ("Board"). Pernsteiner and Board are collective referred to in this Agreement as the "Parties." z.o Recital. Pernsteiner has been employed by the State Board of Higher Education, first as Executive Vice Chancellor and Chief Operating Officer and later as Chancellor, since July 6, 2oo4. Pernsteiner and the Board desire to end the employment relationship in a mutua agreeable manner and agree that it is in their respective best interests to end their employment relationship under the terms and conditions set forth in this Agreement, which is subject to the Board's approval. 3.o Release. Pernsteiner and Pernsteiner's representatives, heirs, successors, and assigns hereby completely release and forever discharge the Board and its members, employees, and agents from any and all claims, rights, demands, actions, liabilities and causes of action of any kind and character, known and unknown, matured or unmatured, specifica including, but not limited to, claims for damages, equitable relief, or attorney fees and costs, which Pernsteiner may now have or ever has had, arising from or in any way related to Pernsteiner's employment with the Board, including without limitation the conditions of employment for his resignation herein, whether based on tort, contract (express or implied), or anyfederal, state, or local statute, regulation, ordinance, or other law, including but not limited to Title VII of the Civil Rights Act of tg64,The Americans with Disabilities Act, the Age Discrimination in Employment Act, 4z USC $1983, and ORS Chapters 652, 653,659, and 6594, based on any act of omission prior to the execution of this Agreement.
.o Consideration. The parties mutually agree to the following as consideration for the Agreement herein:

4.r After the Effective Date of Pernsteiner's resignation, Board agrees to pay Pernsteiner a monthly parment of $z4,Sg4for twelve consecutive months, less any and all required deductions and withholdings as severance. If, at anytime during the twelve-month payment period referenced herein Pernsteiner is employed by another employer, the $24,594 monthly payment will be reduced by Pernsteiner's monthly salary from that new employer. Amounts payable to Pernsteiner in a new employment relationship, including, but not limited to, stipends, deferred compensation, or professional expenses will not be included in the amount by which the $24,594 monthly payment is reduced.

4.2 After the Effective Date of Pernsteiner's resignation, Board agrees to pay Pernsteiner's COBRA payments for twelve consecutive months. Board will make every reasonable effort, either through a third-party administrator or other methodology permissible by law, including, but not limited to IRS and US Treasury regulations, to facilitate or make payments for Pernsteiner's COBRAbenefits in a non-taxable manner.
4.3 Throughout the transition of Pernsteiner's employment, he specifically agrees to be cooperative and available to assist with any matters that require his attention, including, but not limited to a
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transition to a new interim, acting, or regular Chancellor. Pernsteiner will not be required to assist with a transition or perform duties while he is using accrued vacation time.
4.4 Pernsteiner agrees that he will not, at any time, lobby or otherwise public advocate for positions contrary to the Board's public positions on education matters proposed in the Oregon Legislative Assembly.

s.o Resignation and Relinquishment of all Employment Rights. By Pernsteiner's signature below, Pernsteiner hereby irrevocably and voluntarily resigns his position with the Board as Chancellor of the Oregon University System under the following timetable: 5.r From the Effective Date of this Agreement through Friday March r, 2oL3, Pernsteiner will serve as Chancellor of the Oregon University System and specifica, as provided in Section 4.3 of this Agreement, assist with the transition to a new interim, acting, or regular Chancellor.
5.2 From March 2,2orgthrough March Br,2org, Pernsteiner will, at the direction of the Board's president or his designee, be reassigned to make recommendations on a framework regarding a shared services enterprise template currently under discussion by the Board's Governance & Policy Committee. Pernsteiner agrees to attend or make himself available to the Board's president or designee, the Governance & Policy Committee, or other stakeholders as appropriate to consult regarding the shared services enterprise template. Pernsteiner will deliver the final draft of the shared services enterprise template to the Board's president or designee by March 31, 2013.

will exhaust all vacation-whether accrued or current yearleave he has accrued under Board rules and policies. When Pernsteiner's accrued vacation leave is
S.3 Starting

April

1, 2013, Pernsteiner

exhausted, his irrevocable and voluntary resignation is effective and the employment relationship ends. During the time Pernsteiner is utilizing his accruedvacation leave, he is entitled to all terms, conditions, and benefits of employment with the Board, including, but not limited to those outlined in his employment agreement. Upon the Effective Date of Pernsteiner's resignation, he will have thirty (go) days to vacate the official residence of the Chancellor located at 2237 Spring Blvd., Eugene, Oregon. Pernsteiner hereby further relinquishes all employment rights and agrees that he has no right to any employment, reemployment or reinstatement with the Board or Oregon University System.

6.o No Liabilitv or Wrongdoing. The parties specifically deny anyliability or wrongdoing whatsoever. Neither this Agreement nor any of its provisions constitutes an admission of liability or wrongdoing or maybe offered or received in evidence in any action or proceeding as evidence of liability or wrongdoing.

z.o Compliance with ORS Chapter roz. Nothing in this Agreement maybe construed to prohibit the Board from comping with Oregon public records law. 8.o EntireAgreement. This Agreement constitutes the entire agreement of the parties. All of the agreements, covenants, representations, and warranties, expressed or implied, oral or written, concerning the subject matter of this Agreement are contained in this Agreement. All prior and contemporaneous conversations, negotiations, agreements, representations, covenants, and
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warranties concerning the subject matter of this Agreement are merged into this Agreement. This is the entire integrated Agreement.
q.o Construction of Agreement. Both of the parties and their counsel have reviewed, revised and negotiated or had the opportun to negotiate the terms, conditions, and language of this Agreement. The rule of construction that ambiguities are to be resolved against the drafting parLy will not be applied in interpreting this Agreement. If any provision of this Agreement is found to be illegal or legally unenforceable, that provision will be enforced to the maximum extent allowed by law and the remaining provisions of this Agreement will continue in full force and effect.

ro.o Other Documents. The parties will execute all other documents and take all other actions reasonably necessary to further the purposes of this Agreement. rr. OWPBA Compliance/Effective Date. Pernsteiner acknowledges that he is hereby being advised by the Board to consult an attorneybefore executing this Agreement.

rr.r Pernsteiner acknowledges that he has zr days to consider the release of claims under the Age Discrimination in Employment Act ("ADEA") and that if he executes the Agreement before the expiration of the zr-day period, he is knowingly and voluntari waiving the balance of the period,
any.

if

rr.z Pernsteiner agrees that any changes to this Agreement, whether material or immaterial, do not restart the running of the zr-day period.
rr.3 Pernsteiner acknowledges that he may revoke the release of claims under the A-DEA in writing at anytime within seven days after executing theAgreementbywriting to Ryan Hagemann, OUS General Counsel. If the ADEA release is revoked, the Board will have the option to declare the entire Agreement null and void by providing notice of its declaration to Jonathan Mishkin, Esq. within ro calendar days of its receipt or a revocation by Pernsteiner. If Pernsteiner revokes the ADEA release and the Board does not declare the Agreement null and void, the remainder of the Agreement will remain in effective. rr.4 Subject to the Board's approval, this Agreement becomes effective when executed by Pernsteiner, except for the release of ADEA claims, which becomes effective on the eighth day after
Pernsteiner executes the Agreement.

rz.o Governing Law: Forum. This Agreement will be interpreted and construed in accordance with the laws of the State of Oregon, without regard to principles of conflicts of law. Any lawsuit or claim arising from this Agreement will be brought and conducted solely and exclusivelywithin the Circuit Court of Marion County for the State of Oregon; provided, however, if a lawsuit or claim must be brought in a federal forum, then it will be brought and conducted sole and exclusive within the United States District Court for the District of Oregon.
This Agreement maybe executed in one or more counterparts, each of which will be deemed an original but all of which shall constitute but one of the same instrument.

rl.o Counterparts.

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Signatures delivered by facsimile and by email will be deemed to an original signature for all purposes, including for purposes of any applicable Rules of Evidence. r.o Modification. This Agreement may not be modified or extended except by written instrument signed by the parties. rq.o Waiver. No delay or failure to enforce any provisions of this Agreement shall constitute a waiver or limitation of rights enforceable under this Agreement.

IT IS

SO AGREED:

George Pernsteiner

Date

-+G-/3

for Finance & Administration

APPROVED AS TO FORM:

'^12-
J. Hagemanil, OUS General Counsel Date

f zo

t\

Jonathan Mishkin, Esq.

Date

of Oregon Board of Higher Education:

Triplett III, Board Secretary

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0l/25/20\3 19:57

FAX 202 47S 4353

HOLIDAY INN CAPITOL

ooszoos

SiSratures detvemdb fcsirnle andemailwillbedeemedto a-n' original silatureforall purlrcses, ncluding fo' prposes of, any applicable Rules of Evidence.

r4'o Modifiiatin Thi o fuieenrDt ay not be modified or ertended excert by urrritteo instrument *Soad bythe parties. rq'o Wqivet. No delay rr'failue to enforce argr provLsions of tlls *AgreertLent shall eonstitute a waiver or liuritation of r[gts enforceable rnd,er this A,,greemenr IT IS SO,dGREED:

o
Date

l-2{- 2u3

Matthtru Do1sg, Bosfi Prsident

ate

Dr, Jay Kento+ OUS Vice Chanpello for l ;iace & Adrninisbaton

Date

PPROYEDASTO FO llvl:

Rec.

r/Y| ,7
t

Approdby the State

Charles T!Xett

n,

Boar secfiary

Date

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