TRANSITION AGREEMENT AND RELEASE

This Transition Agreement and Release (this “Agreement”) is entered into effective as of
May 19, 2021, by and between the Regents of the University of Colorado, a body corporate (the
“Regents”), and Mark R. Kennedy (“Kennedy”) (each singularly a “Party” and together the
“Parties”).

Recitals

A. Kennedy is employed as the president (“President”) of the University of

Colorado (“University”) pursuant to that Employment Agreement between Kennedy and the
Regents approved by the Regents on or about May 2, 2019 (the “Employment Agreement”).

B. The Regents and Kennedy have agreed to end Kennedy’s employment with
the University on the terms and conditions of this Agreement.

C. The Regents have offered Kennedy certain Consideration as defined below

(the “Consideration”) in exchange for agreeing to be bound by the terms of this Agreement and
satisfying the terms and conditions identified in this Agreement, and to resolve and settle all issues
and legal disputes between Kennedy and the Regents as set forth in this Agreement.

Agreement

In consideration of the mutual representations, agreements and promises contained

herein, the Parties agree as follows:

1. Termination of Employment. The Regents and Kennedy have agreed to

end Kennedy’s employment as President of the University effective July 1, 2021 (the “Separation
Date”). Kennedy will continue to be paid at his current level of compensation from May 19, 2021
through the Separation Date. Following the Separation Date, Kennedy will be paid his final pay
and accrued, but unused, vacation, less required withholding and deductions, in accordance with
the University’s regular payroll practices.

2. Consideration. The University will provide Kennedy with the following

Consideration if he signs and does not rescind this Agreement: on or before July 1, 2021, the
University will provide Kennedy with a lump sum payment of $1,358,982.04, less required
withholding and deductions.

3. General Release and Waiver. Kennedy hereby knowingly and voluntarily

releases and forever discharges the University, the Regents, and all of their affiliates and related
entities and all of their past, present and future agents, officers, directors, members, employees,
representatives, attorneys and assigns (the “Releasees”), from any federal, state or local charges,
claims, demands, liabilities, or causes of action, at law or equity or otherwise, and any and all
rights to or claims for continued employment after the Separation Date, attorneys’ fees or damages
(including contract, compensatory, back pay, front pay, punitive or liquidated damages) or
equitable relief which he may have now or in the future, or which his heirs, executors, or assigns
can or shall have, whether known or unknown, or arising out of Kennedy’s employment with the
University and/or the separation thereof. This release includes, but is not limited to, all claims
arising out of or relating to Kennedy’s employment and/or relationship with the University or
termination of that employment and/or relationship; all rights and claims for any alleged unlawful
practices arising under the laws of the United States or any other country or of any state, province,
municipality, or other unit of government, including without limitation, claims under Title VII of
the Civil Rights Act of 1964, the Americans With Disabilities Act, the Family and Medical Leave
Act, the Age Discrimination in Employment Act, the Older Worker Benefit Protection Act, the
Employee Retirement Income Security Act, the Genetic Information Nondiscrimination Act, the
Lilly Ledbetter Fair Pay Act of 2009, the Fair Credit Reporting Act, the Federal False Claims Act,
the Worker Adjustment and Retraining Notification Act, the Colorado Anti-Discrimination Act
(Colo. Rev. Stat. § 24-34-401 et seq.), the Colorado Family Care Act (Colo. Rev. Stat. § 8-13.3-
201 et. seq.); all other state or local wage statutes, workers’ compensation non-interference or non-
retaliation statutes; all other state or local human rights statutes or ordinances; any claims or rights
of action relating to wrongful discharge, breach of contract, breach of a covenant of good faith and
fair dealing, fraud, misrepresentation, negligence, defamation, infliction of emotional distress,
outrageous conduct, invasion of privacy, discrimination, harassment, retaliation or reprisal; any
other cause of action at law or equity or violation of any other principle of common law; and/or all
claims for compensation or benefits of any kind. This release does not purport to waive claims
arising under these laws after the date Kennedy signs this Agreement, or any claims that the law
does not allow to be waived.

4. Older Workers Benefit Protection Act Disclosures and

Acknowledgment. Kennedy acknowledges that: (i) by executing this Agreement, Kennedy waives
all rights or claims, if any, that he may have against the Releasees under the Age Discrimination
in Employment Act (ADEA); (ii) this Agreement, including but not limited to this Section 4, has
been written in a manner calculated to be understood by Kennedy and is in fact understood by him;
(iii) the aforementioned waiver reflects specifically, but is not limited to, all rights or claims, if
any, that Kennedy may have against the Releasees arising under the ADEA; (iv) Kennedy is not
waiving rights and claims that he may have under the ADEA against the Releasees that may arise
after the date on which this Agreement is executed; (v) Kennedy is waiving rights and claims that
he may have under the ADEA, if any, in exchange for the Consideration described in Section 2
above which is in addition to anything of value to which he is already entitled; (vi) Kennedy is
hereby advised to consult with an attorney prior to executing this Agreement; (vii) Kennedy has
been given a period of 21 calendar days within which to consider this Agreement; and, (viii)
Kennedy has been given a period of 7 calendar days following the execution of this Agreement to
revoke this Agreement, and this Agreement shall not become effective or enforceable until the
seven-day revocation period has expired. To accept the terms of this Agreement, Kennedy must
deliver this Agreement, after he has signed and dated it, to the Regents by mail, hand delivery, or
email within the 21-day review period. To rescind his acceptance, Kennedy must deliver a written,
signed statement that he rescinds his acceptance to the Regents by mail, hand delivery or email
within the 7-day revocation period. All deliveries must be made to the Regents to the attention of
the Secretary of the Board of Regents/University Counsel at 1800 Grant Street, Suite 800, Denver,
Colorado 80203, [email protected]. If delivered by mail, the revocation must be postmarked
within the 7-day period, properly addressed to the Regents at the address stated above, and sent by
certified mail, return receipt requested. This Agreement will not become effective or enforceable
unless and until the 7-day revocation period has expired and Kennedy has not revoked this
Agreement.

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 5. Return of Property. Kennedy represents and covenants (a) that on or
before the Separation Date he will return to the University all property belonging to the University,
including, but not limited to, keys, access cards, files, laptops, iPads, other equipment, or any such
other University property in Kennedy’s possession or custody or under Kennedy’s control.

6. Confidentiality. Kennedy will not disclose any confidential information

of the University, including but not limited to confidential information related to its students, its
donors, its business operations and strategic plans, or its academic programs, except as may be
required by law.

7. Reimbursement of Unreimbursed Business Expenses. Consistent with

the University’s expense reimbursement policies, the University will reimburse Kennedy for any
unreimbursed business expenses that Kennedy has incurred provided that Kennedy submits such
expenses together with such receipts and other documentation as required by the University’s
expense reimbursement policies within thirty (30) days after the Separation Date.

8. No Admission. This Agreement and the actions taken pursuant to this

Agreement do not constitute an admission by either the Regents or Kennedy of any wrongdoing
or liability, and each Party expressly denies any wrongdoing or liability.

9. Entire Agreement. This Agreement constitutes the entire agreement of the

Parties with respect to the subject matter addressed herein and supersedes any prior agreements,
understandings or representations, oral or written, with respect to the subject matter addressed in
this Agreement, including the Employment Agreement. This Agreement shall be binding upon the
Parties, their heirs, administrators, successors and assigns.

10. Severability. If any provision or portion of this Agreement is determined

by a court of competent jurisdiction to be unenforceable or invalid for any reason, such
unenforceability or invalidity shall not affect the enforceability or invalidity of the remainder of
the Agreement. Should any covenant or provision of this Agreement be determined by a court of
competent jurisdiction to be unenforceable or invalid for any reason, such covenant or provision
shall be modified by a court of competent jurisdiction and whether modified or not, enforced to
the maximum extent permitted by applicable law.

11. Waiver. Waiver by either Party of a breach of any provision of this

Agreement shall not operate or be construed as a continuing waiver or a waiver of any subsequent
breach hereto.

12. Applicable Law. This Agreement shall be governed by and construed

under the laws of the State of Colorado without reference to conflicts of laws principles thereunder.

13. Consent to Jurisdiction and Venue. Colorado state or federal courts will
have personal and subject matter jurisdiction over any litigation arising out of or relating to this
Agreement. Any action involving claims for interpretation, breach or enforcement of this
Agreement shall be brought in such courts. The Parties consent to personal jurisdiction over them
in the state and/or federal courts of Colorado and hereby waive any defense of lack of personal
jurisdiction or inconvenient forum and waive the right to seek a change of venue to any other
courts.
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 14. Amendments or Modifications. This Agreement may not be amended,
supplemented, or modified except as mutually agreed upon by the Parties in a document that is
reduced to writing and signed by both Parties.

15. Notice. Any notice or other communication hereunder will be in writing,

and hand-delivered or sent via registered or certified mail, overnight courier, or confirmed
facsimile transmission or email and will be deemed provided, if, (a) hand-delivered, on the date of
delivery; (b) mailed, when deposited, postage prepaid, in the United States mail; (c) sent by
overnight courier, one business day after delivery to such courier; (d) sent by confirmed facsimile,
the date of transmission; (e) emailed on the date of sending as verified by a copy of such email.
Any notice or other communication will be addressed as set forth below, or to such other address
as any Party will advise the other in writing:

If to the Regents: Secretary of the Board of Regents/University Counsel, 1800

Grant Street, Suite 800, Denver, Colorado 80203, [email protected].

If to Kennedy: The address on file in the University’s most current records and to
[email protected] with a copy to Mary L. Will, Faegre Drinker Biddle & Reath LLP, 1144
15th Street, Suite 3400, Denver, Colorado 80202, [email protected].

16. Construction. This Agreement is the result of negotiations between the

Parties and shall be interpreted without any presumption or inference based upon or against the
Party causing this Agreement to be prepared. The language of this Agreement shall in all cases be
construed as a whole, according to its fair meaning, and not strictly for or against either Party.

17. Counterparts. This Agreement may be executed in one or more

counterparts (or upon separate signature pages bound together into one or more counterparts), all
of which taken together shall constitute but one agreement. Signatures made or transmitted by
facsimile or other electronic means (including, without limitation, DocuSign or .pdf format) are
acceptable the same as original signatures for execution of this Agreement.

18. Approval by the Board of Regents. This Agreement shall not be binding
upon the University or the Board of Regents until it is approved by the Board of Regents and
signed by both Kennedy and the Chair of the Board of Regents.

[Signature page follows.]

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THE REGENTS OF THE UNIVERSITY MARK R. KENNEDY
OF COLORADO, a body corporate

By: _________________________ ________________________

Glen Gallegos, Chair

Dated: ________________________ Dated: ______________________

Approved as to Legal Sufficiency: Approved as to Form:

For the Regents of the University For Mark R. Kennedy

By: _________________________ By: __________________________

Jeremy Hueth Jill A. Zender
Interim Vice President, Faegre Drinker Biddle & Reath LLP
University Counsel, and
Secretary of the Board of Regents

Special Assistant Attorney General