January 24,2011 Dr. Emie Yoder College of Medicine Rowe 208 Emie: Per our recent discussions, | am hereby submitting my resignation from the position of Associate ‘Dean/Medical Education and Faculty Development. | am requesting that my last day of employment with Central Michigan University be effective January 25, 2011, Thave enjoyed my time with CMU and the relationships 1 have been able to establish. If you need any additional information or have questions, please do not hesitate to let me know. Sincerely, Dr. Nehad El-Sawi co: Human ResourcesCMU CENTRAL MICHIGAN ‘UNIVERSITY SEVERANCE AND RELEASE AGREEMENT This Severance and Release Agreement is entered into by Dr. Nehad I. El-Sawi, Associate Dean/Medical Education and Faculty Development for the Collge of Medicine (the “Eligible Employee”) and Central Michigan University (“the University”) and is effective this 25th day of January, 2011 (the “Effective Date”), L . COBRA. It is understood by the parties that El Resignation, The Eligible Employee has resigned from his/her position of Associate Dean/Medical Education and Faculty Development for the College of Medicine and from his/her employment with the University, and the University has accepted Eligible Employee's resignation as January 25, 2011 and agrees to execute this Agreement. . Severance Payment, A lump sum payment shall be made to the Eligible Employee equal to six (6) months base salary plus an allowance for health care premiums equivalent to six (6) months employer contsibutions to the medical, dental, and prescription drug plans in which Eligible Employee is enrolled as of January 25, 2011. In addition, the university shall contribute the normal university retirement contribution (10%) on the base salary portion of the “termination payment” . This payment will be made to a TIAA-CREF or Fidelity contract in the Eligible Employee's name. No other benefits, including retirement contributions, will be made by the University after the Eligible Employee's termination date, . Accumulated Vacation Pay. If at the time the Eligible Employee severs their employment with the University and the Eligible Employee is entitled, in accordance with the University’s personnel policies, to payment for accrued and unused vacation pay (not to ‘exceed 160 hours), such payment, less applicable taxes and normal withholdings, shall be made in accordance with the University’s personne! policies or with the severance payment and shall be determined as of the severance date. Payment Timing, Payments to the Eligible Employee, less Employee's portion of Social Security, and less federal and state withholding, will be paid within 15 days after any recision period (as decribed in 9.¢.) has expired. . Unemployment Benefits. The Eligible Employee acknowledges and agrees that his/her unemployment as a result of his/her resignation is voluntary, without good cause attributable to the University. The Eligible Employee understands that because his/her resignation is voluntary, (s)he is disqualified for benefits under Section 29(1)(a) of the Michigan Employment Security Act. ible Employee may continue to be covered for up to eighteen (18) months by the University’s group health, prescription drug, dental and (if applicable) vision insurances if she chooses, by paying the premium due according to the provisions of COBRA. The University's Benefits and Wellness Office will sendSeverance and Release Agreement Page 2 of 5 COBRA information to Eligible Employce within fourtcen (14) days of its notification of her resignation. This notice will be sent to the Eligible Employee's address of record. 7. Additional Compensation. Eligible Employee acknowledges and agrees that the sums paid to him/her pursuant to this Agreement are in excess of any compensation owed to the Eligible Employee as of his/her severance date. 8 Release of Any and All Claims, Except Those Claims Which May Arise Under the Age Discrimination In Employment Act. In consideration of the sum set forth in Sections 2, 3, ‘and 4, above, the Eligible Employee on the Eligible Employee's behalf and on behalf of any spouse, heirs, successors, executors, administrators, personal representatives, and assigns, releases and forever discharges the University and each of its current or former Board of Trustees members, Board of Trustees, administrators, directors, employees, agents and representatives, both individually and in their official capacities, (collectively, the “Releasees”), from any and all claims, demands, actions, causes of action, grievances, known or unknown, damages, obligations, agreements, and/or losses of every kind and description whether in law, in equity, or otherwise, which they may have ever had or may now have, foreseen or unforeseen, against the Releases, including any claims of contract, claims of negligence, claims of intentional wrongs, claims of any violation of laws, federal, state or local, whether constitutional, statutory or common law, including without limitation, any and all civil rights laws and any claims for costs, expenses or attorney fees to the extent allowed by controlling law. Nothing in this Agreement is intended nor should be construed to interfere with the enforcement mandate of @ federal or state civil rights agency, to the extent required by controlling law. It is specifically understood and agreed that this Agreement is a full, complete and general release; that it is intended to be as broad and inclusive as permitted by law; and that if any term of provision of this Release shall be held invalid, illegal, unenforceable or in conflict with any law governing the Release, the validity of the remaining portion of this Release shall not be affected but shall continue in full force and effect to the fullest extent allowed by law. 9. Age Discrimination in Employment Act Claims. a. Release of Age Discrimination in Employment Act Claims. For valuable consideration elsewhere described in this Agreement, including the severance payment, the Eligible Employee on the Eligible Employce’s behalf and on the behalf of any spouse, heirs, successors, executors, administrators, personal representatives ‘and assigns, waives, releases and forever discharges and agrees to settle any and all rights, claims, demands, damages, actions, causes of action, known or unknown, obligations, agreements, and/or losses of every Kind and description, whether in law, in equity, or otherwise, which the Eligible Employee may have ever had, or has as of ‘the date of his/her execution of this Agreement, foreseen or unforeseen, against Releases, under the Age Discrimination in Employment Act, 29 U.S.C. § 621, et seq, as amended, to the extent allowed by controlling law This waiver of any rights under the Act and release of claims is made by the Eligible Employee in a knowing and voluntary manner.Severance and Release Agreement Page 3 of 10. rs 12. b. Limitation of Release of Age Discrimination in Employment Act. This Agreement does not waive any right or claim under the Age Discrimination in Employment Act, as amended, which may arise after the date this Agreement is executed, ©. Recognition of Additional Consideration, ‘The Eligible Employee agrees that the rights waived and released under the Age Discrimination in Employment Act, as amended, are in exchange for valuable consideration including the severance payment, which the Eligible Employee acknowledges is in addition to anything of value to which the Eligible Employee is already owed by the Releases, 4. 2-Day Consideration Period. ‘The Eligible Employee agrees that he/she has been provided by the University with a period of at least twenty-one (21) days from which this Agreement was initially presented to the Eligible Employee during which the Eligible Employee has had the opportunity to consider the Agreement and its terms prior to its execution (recognizing, however, that the Eligible Employee has the right to voluntarily execute this Agreement prior to the expiration of the twenty-one (21) day consideration period). ‘The Eligible Employee and the University agree that changes to the Agreement originally presented to the Eligible Employee, whether ‘material or immaterial, do not start the running of a new twenty-one (21) day period for consideration, ¢. Seven-Day Revoeation Period. ‘This Agreement shall not become effective or enforceable against the Eligible Employee until seven (7) days following the execution of this Agreement. The Eligible Employee may revoke this Agreement by indicating in writing to Interim Associate Vice President of Human Resources, Rowe 109, by 5:00 p.m. of the seventh day following the execution of Agreement, an intention to revoke this Agreement. Absent any such revocation, this Agreement shall become enforceable as set out above, Complete Satisfaction. It is understood and agreed that the terms and conditions of this Agreement represent a full and complete disposition in satisfaction of the University’s legal, employment and contractual obligations to the Eligible Employee; provided, however, that either party may enforce this Agreement in any court of competent jurisdiction and may seek whatever relief is available and appropriate, including, but not limited to, specific performance of this Agreement. Notice to Consult with Attorney. The Eligible Employee recognizes that the Eligible Employee has been advised in writing by the University in this Agreement to consult with an attorney prior to executing this Agreement, and has either so consulted with an attomey, or has foregone the advice to consult with an attomney prior to executing this Agreement. Plain Language. The Eligible Employee agrees that this Agreement has been written in a manner which is understandable to the Eligible Employee; that the Eligible Employee has been given the opportunity to review the Agreement with an attorney of his/her choice; and