SETTLEMENT AGREEMENT AND COMPLETE WAIVER AND GENERAL RELEASE This SETTLEMENT AGREEMENT AND COMPLETE WAIVER AND GENERAL RELEASE (“Agreement”) is made and entered into by and between Donald Grady, II, for himself, agents, representatives, assignees, spouses, heirs, executors, beneficiaries, and trustees (referred to hereinafter as “Grady”) and the Board of Trustees of Northern Illinois University, for itself, its affiliated entities, assigns, trustees, officers, insurers, fiduciaries, agents, and employees (referred to hereinafter as “NIU”). Grady and NIU are collectively referred to herein as the “Parties.” RECITALS WHEREAS, Grady was employed by NIU as Chief of Police and Director of Public Safety pursuant to a particular multi-year contract of employment, being a Letter of Agreement dated May 23, 2008; WHEREAS, Grady filed a lawsuit against NIU, F. William Nicklas, John G. Peters, Steven Cunningham, Jerry D. Blakemore, Debra Boughton, Randi Napientek, Michael Stang, Jonathon Ostenburg, and Katherine Little (collectively “Defendants”) related to his employment and cessation of his employment with NIU, being Donald Grady II v. Board of Trustees of Northern Illinois University, et. al., United States District Court Northern District of Ilinois Case No. 14-CV-1245 (the “Lawsuit”); WHEREAS, Defendants have steadfastly denied any and all liability in connection with the Lawsuit and Grady has steadfastly and in good faith asserted the claims released herein; WHEREAS, the Parties, each represented by Counsel, and NIU’s insurer attended a mediation on November 21, 2016, and the Parties agreed to a settlement of their dispute and then entered into a Memorandum Of Understanding as a result thereof; WHEREAS, Grady and NIU now desire to resolve finally, completely, and forever all disputes and differences with respect to all aspects of Grady’s employment and the cessation of his employment with NIU and any related actions, omissions, or events that have occurred or are alleged to have occurred up to the date of the execution of this Agreement, including all claims that were raised or could have been raised in the Lawsuit. NOW, therefore, in consideration of the covenants undertaken and releases contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Grady and NIU agree as follows: 1 Payment And Consideration In complete settlement of any and all claims that Grady has or may have against Defendants and in consideration for the promises Grady has made in this Agreement, NIU agrees to pay Grady the total gross sum of One Million Twenty Five Thousand Dollars and Zero Cents($1,025,000.00), which sum includes Grady’s attomey’s fees and costs, to be apportioned as follows: (@) one or more payments in 2016 and 2017 by the insurer to Donald Grady I! and his attorney Michael R. Fox, Fox & Fox $.C., in the total amount of $1,000,000 which will be reported on IRS Forms 1099 issued to attomey Michael R. Fox, Fox & Fox S.C. and on IRS Forms 1099 issued to Donald Grady I; the allocation and structure of said payments being specified as follows: (@ $575,000 as attomey fees and costs to be paid to Michael R. Fox, Fox & Fox S.C. from the proceeds of a payment by the insurer to Donald Grady Il and his attomey Michael R. Fox, Fox & Fox 8.C., as described above and made between January 1, 2017 and January 10, 2017; (ii) $425,000 to be paid to Donald Grady II from the proceeds of two payments by the insurer to Donald Grady I and Michael R. Fox, Fox & Fox S.C., each in the amount of $212,500, one payment to be made within ‘en (10) business days from receipt of documentation from Grady and Fox as described below in 2016 and the other payment to be made between January 1, 2017 and January 10, 2017; (b) a check made payable by NIU to Donald Grady Il in the amount of $7,200, representing reimbursement for Grady’s portion of mediation costs with JAMS and such payment will be reported on a Form 1099 issued to Donald Grady Il; and (©) a check made payable by NIU to Donald Grady II in the amount of $17,800, representing reimbursement of additional personal expenses associated with the Lawsuit and such payment will be reported on a Form 1099 to be issued to Donald Grady II. Unless otherwise specified for payments to be received in 2017 as specified above, NIU agrees to send the payments by checks to Grady’s attomey within ten (10) business days of receiving all of the following: (1) a signed and executed copy of this Agreement from Grady; (2) a signed IRS Form W-9 form from Donald Grady Il; (3) a signed IRS Form W-9 from Michael R. Fox, Fox & Fox S.C.; and, (4) a signed Joint Stipulation of Dismissal, Such documentation shall be sent to counsel for NIU, Gerald L. Maatman, Jr., Seyfarth Shaw LLP, 131 South Dearborn Street, Suite 2400, Chicago, Illinois, 60603. Grady acknowledges that he has not relied on any statement or representations by NIU or its attomeys with respect to the tax treatment of the payments described in this Section and that Grady is solely responsible for all tax payments required under the law. If any taxing body determines that amounts should have been withheld from the payments provided for in this Section, Grady acknowledges and assumes all responsibility for the payment of all such taxes and agrees to indemnify and hold NIU harmless for the payment of any such taxes, the failure to withhold, and any interest or penalties.Grady acknowledges and agrees that the consideration described above is good, valuable, and sufficient consideration for this Agreement. 2 Stipulation Of Dismissal Grady agrees to dismiss the Lawsuit, in its entirely, with prejudice, each side to bear its own attomeys’ fees and eoss. “By signing this Agreement, Grady authories his atomey t0 execute the joint stipulation of dismissal attached as Appendix A and further authorizes attomeys for NIU to file the joint stipulation of dismissal with the Court 3. Withdrawal Of Termination And Acceptance Of Resignation NIU will withdraw its termination of Grady’s employment, reinstate his employment, and accept Grady's immediate voluntary resignation from his position of Chief of Police and Public Safety and employment with NIU, all of which shall take place simultaneously within twenty- four (24) hours of the Parties” execution of the Settlement Agreement or the Board’s approval of the settlement reflected in this Agreement, whichever is later. Grady shall not be expected to report to NIUPD on that day; nor shall he perform any duties or other work. Upon receipt of a copy of Grady’s completed Ilinois Retired Officer Concealed Carry application (“Application”), ‘NIU will facilitate the issuance of a retirement ID card to Grady and will complete and return to Grady at the address indicated in the Application both the ID card, and the Employment Verification Form called for in the Application, reflecting Grady as “Retired” and “In Good Standing,” a status which Grady expressly may share with prospective employers and inquiters. Subject to the foregoing, from February 19, 2013 through the date of Grady’s resignation pursuant to this Section, Grady will not have or acquire any rights of any kind whatsoever as an employee of NIU; provided, however, that nothing in this Agreement shall be construed to create, diminish, expand, or otherwise amend Grady’s own rights with respect to claims or benefits associated with Grady’s participation in the State University Retirement System or any other public employee retirement system. Grady further agrees that NIU shall have no obligation to further engage Grady’s services in any capacity (e.g., employee, contractor, temporary employee, or consultant) in the future and that any application or request for employment or work at NTU on a contract basis legitimately and lawfully may be denied solely on the basis of this provision of the Agreement. 4. Waiver And Release In further consideration of the promises made by NIU in this Agreement, Grady releases and forever discharges the State of Illinois, Northern Illinois University and its past and current representatives, agents, associates, servants, employees, attomeys, officers, directors, administrators, trustees, successors and assigns, each in their individual and official capacities, and further releases and forever discharges Defendants F. William Nicklas, John G. Peters, Steven Cunningham, Jerry D. Blakemore, Debra Boughton, Katherine Little, Jonathon Ostenburg and Michael Stang, each in their individual and official capacities, (NIU and Defendants collectively being referred to as “Releasees”), from all grievances, disputes, actions, causes of action and claims in law or equity, sounding in contract or tort, whether under any local, state or federal statutory or common law, whether known or unknown, arising out of orrelated in any way to Grady’s employment with, termination of employment with, reinstatement of employment or resignation from NIU, including but not limited to: @ ) © all claims raised or which could have been raised in the Lawsuit; all claims, actions, causes of action, demands, damages, costs, attorneys’ fees (including attorneys’ fees and costs in connection with this Lawsuit, unless otherwise provided in this Agreement), loss of wages and benefits, loss of earning capacity, or other relief permitted to be recovered on related to, or in any way growing out of his employment or cessation of employment with NIU; all claims based on occurrences through the date of the execution of this Agreement arising under any federal, state or local laws, statutes, regulations, or ordinances, including without limitation the following: © Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000¢ et seq., a8 amended; © The Civil Rights Act of 1991, Pub. L. No. 102-166, as amended; Sections 1981 through 1988 of Title 42 of the United States Code, 42 U.S.C. §§1981-1988, as amended; The National Labor Relations Act, 29 U.S.C. § 151 et seq., as amended; The Illinois Public Labor Relations Act, 5 ILCS 315/1, et seq; The Illinois Educational Labor Relations Act, 115 ILCS/I, et seq. The Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq., as amended; The Equal Pay Act of 1963, 29 U.S.C. § 206(d), as amended; The Immigration Reform Control Act, 8 U.S.C. § 1324a, et seq., as, amended; © The Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., a8 amended; © The Americans with Disabilities Act of 1990, 42 U.S.C § 12101 et seq., as amended; © The Consolidated Omnibus Budget Reconciliation Act of 1985, LR.C. § 4980B, as amended; © The Rehabilitation Act of 1973, 29 U.S.C. § 791 et seq., as amended; . The Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., as amended; . The Occupational Safety and Health Act, 29 U.S.C, § 651 et seq., as amended; * The Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101, et seq., as amended; © any state or local laws similar to the above including but not limited to the Illinois Human Rights Act, the Illinois State Officials and Employees Ethics Act and the Illinois Whistleblower Act; . any other federal, state or local civil or human rights law or any other local, state or federal law, regulation or ordinance; except, however, that Grady continues to have the non-waivable right protected under the Older Workers Benefit Protection Act to challenge the validity of this 4Agreement solely as it applies to claims under the Age Discrimination in Employment Act (which in no way applies that such a challenge would be deemed meritorious or upheld by any court; it only means that Grady maintains the right to make such a challenge); and/or (@) all claims arising under common law, including but not limited to breach of contract (express or implied), intentional interference with contract, intentional infliction of emotional distress, negligence, defamation, violation of public policy, wrongful or retaliatory discharge, tortious interference with contract, and promissory estoppel, on account of, or any inquiry related to or in any way growing out of his employment or separation of employment. Grady intends this Agreement to bar each and every claim, demand, and cause of action described in this Section, Excepted from this release are any claims or rights that cannot be waived by law, including the right to file a charge with or participate in an investigation conducted by the EEOC and/or state administrative agency. Grady is waiving his right to any monetary recovery should the EEOC or any other agency pursue any claims on his behalf, In consideration of the promises made by NIU in this Agreement, Grady further agrees never to institute any suit, complaint, proceeding, grievance or action of any kind at law, in equity, or otherwise in any court of the United States, any state, or any municipality against Releasees arising from or relating to his employment or cessation of his employment with NIU and/or any other occurrence to the date of this Agreement. Moreover, Grady understands and agrees that he may not reinstate the Lawsuit or use as evidence in, or the subject matter of, any future lawsuit or proceeding against Releasees any event, occurrence, or purported fact occurring prior to the date of this Agreement, except in an action instituted by either party alleging a breach of this Agreement. Grady further acknowledges and agrees that the waiver and release is an essential and material term of this Agreement and that no settlement could have been reached by the Parties without this term. Covenant Not To Sue A “covenant not to sue” is a legal term that means a person promises not to file a lawsuit in court. It is different from the above release contained in Section 4. In addition to waiving and releasing the claims covered by Section 4 above, Grady further agrees never to sue Releases in any forum for any of the reasons listed and released above, including but not limited to claims, laws or theories covered by the release language in Section 4 above. This covenant does not apply to future claims. Notwithstanding this Covenant Not To Sue, Grady may bring a claim against NIU to enforce this Agreement. 6. Confidentiality And Non-Disparagement With the exception of the filing of the Stipulation of Dismissal attached as Exhibit A and any statements made to the Court in connection with that filing, Grady agrees that the terms of this Agreement shall be and remain confidential and shall not be disclosed by him to any party other than his spouse, attorney, accountant, or tax preparer if such persons have agreed to keep such information confidential and except as required by law or as may be compelled by valid 5legal process. ‘The parties have mutually agreed to a Joint Statement Related to Settlement of Litigation attached as Exhibit B as a response which shall be used to respond to inquiries from the public about the suit which is currently a matter of public record. Grady agrees that he will not make or cause to be made any statements, observations or opinions, or communicate any information whether oral or written that disparages or is likely, in any way, to harm the reputation of NIU, or its employees, representatives, agents, associates, servants, employees, attorneys, officers, directors, trustees, successors, and assigns, including the Releases, except that Grady continues to maintain any rights not waivable by law. Grady further agrees that he shall not disclose or permit the disclosure of any term or provision of this Agreement or communications leading to this Agreement to any past, present, or future employee of NIU, except as may be required by law or order of court. NIU agrees that it will instruct its Board, its president and all members of the president’s cabinet without exception that they shall not make or cause to be made any statements, observations or opinions, or communicate any information whether oral or written that disparages or is likely, in any way, to harm the reputation of Grady, except that NIU continues to maintain any rights not waivable by law. Nothing in this section shall prohibit the Parties from negotiating for publication a mutually agreeable joint statement with respect to the dismissal of the Lawsuit. If Grady believes any additional disclosures are required by a lawful subpoena or court order, he shall immediately notify NIU through the Office of General Counsel (Altgeld Hall Room 330, Northern Illinois University, DeKalb Illinois 60115, telephone 815-753-1774), or its designee, and advise such court or other compelling authority of the terms of this confidentiality provision and the duty to notify counsel prior to making such disclosure, ission Of Lial Grady and NIU agree that this Agreement does not constitute, is not intended to be, and shall not be construed, interpreted, or treated in any respect as an admission of any liability or wrongdoing by the Defendants. Grady and NIU further agree that this Agreement shall not be admissible in any proceeding (without the written consent of the Parties and Releasees or unless as required by law or ordered by a court of competent jurisdiction), except (i) one instituted by either party alleging a breach of this Agreement; or (ii) one brought by NIU or the Releases in violation of the release and covenant not to sue contained in Sections 4 and 5. 8 Entire Agreement This Agreement, including the confidentiality provisions referenced above in Section 6, constitutes and contains the entire agreement and understanding concerning Grady's employment and cessation of employment with NIU and other matters addressed. The Parties intend it as a complete and exclusive statement of the terms of their agreement. It supersedes and replaces all prior negotiations and all agreements, proposed or otherwise, whether written or oral, concerning the subject matters. This is a fully integrated document. No waiver of any provision or consent to any exception to the terms of this Agreement shall be effective unless in writing and signed by the Parties and Releasees and, then, only to the specific purpose, extent and instance so provided. ‘This Agreement may be modified only with a written instrument executed by both Parties and the Releasees.9. Remedies ‘The Parties agree that the exact amount of actual or potential damages to Grady, NIU or the Releasees resulting from any breach of this Agreement is inherently difficult to determine with precision and that any breach will result in immediate and irreparable harm to Grady, NIU and/or the Releasees, for which Grady, NIU and/or the Releasees will have no adequate remedy at law. Grady and NIU agree that if either Grady or NIU breaches any of the provisions of this Agreement, Grady, NIU and/or the Releases (as applicable) shall, in addition to any of the remedies provided herein, be entitled to injunctive relief, reasonable attomeys’ fees and costs associated with such action, and all further relief deemed just and proper by a court of competent jurisdiction. 10. Voluntary Execution ‘This Agreement is entered into voluntarily by the Parties with a full understanding of its terms. Grady hereby warrants and represents that: © hes competent, as a matter of law, to enter into this Agreement; * he has carefully read this Agreement and fully understands its meaning intent and terms; * he has by this Agreement been advised and encouraged in writing by NIU to consult with an attorney before signing this Agreement and he has done so; * he has relied on his own judgment and that of his counsel regarding the consideration for and language of this Agreement; and . the only consideration for him signing this Agreement are the terms stated herein and no statement, promise or representation made by NIU or any other party has in any way coerced or unduly influenced him to execute this Agreement, Jl. Severability If any provision of this Agreement or its application is held invalid or unenforceable, in whole or in part, this determination shall not affect any other provision or application of this Agreement which can be given effect without the invalid provision or application and, therefore, the provisions of this Agreement are declared to be severable, 12 Costs And Attorneys’ Fees Except as otherwise provided in Section 1 of this Agreement, the Parties hereto agree to bear their own respective attomeys’ fees and court costs incurred prior to the date of this Agreement and in connection with the drafting of this Agreement and the transactions contemplated hereby.13. Governing Law ‘This Agreement and the rights and obligations of the Parties hereunder shall be construed and enforced in accordance with, and shall be governed by, the laws of Illinois, without regard to principles of conflict of laws. DONALD G) DY 1 ~ Date BOARD OF TRUSTEES OF NORTHERN ILLINOIS UNIVERSITY Printed Name Title Date \ FOR PLAINTIFF, p)I¥}20 We Date COUNSEL FOR DEFENDANTS BOARD OF TRUSTEES OF NORTHERN ILLINOIS UNIVERSITY, F. WILLIAM NICKLAS, JOHN G. PETERS, STEVEN CUNNINGHAM, JERRY D. BLAKEMORE, DEBRA BOUGHTON, KATHERINE LITTLE, RANDI NAPIENTEK, JONATHON OSTENBURG AND MICHAEL STANG Printed Name DateAPPENDIX AIN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS DONALD GRADY, Il, Plaintiff, v. BOARD OF TRUSTEES OF NORTHERN ILLINOIS UNIVERSITY, ET AL., Defendants. EASTERN DIVISION Civil Action No.: 14-CV-1245 Honorable Harry D. Leinenweber JOINT STIPULATION OF DISMISSAL, ‘The parties, pursuant to Rule 41(a)(1)(i) of the Federal Rules of Civil Procedure, having reached an agreement to settle the above-captioned action, hereby stipulate to the dismissal of this case and the claims asserted therein with prejudice. The parties agree to bear their own attorneys’ fees and costs except as otherwise agreed. Dated: December__, 2016 Plaintiff Donald Grady II By: 4/ Michael R. Fox Michael R. Fox Fox & Fox 124 West Broadway Monona, WI 53716 Tel: (606) 258-9588 Randall B. Gold Fox & Fox, S.C. 111 East Wacker Drive, Suite 2600 Chicago, Illinois 60601 Tel: (954) 522-6601 Respectfully submitted, Defendants Board of Trustees of Northern Mlinois University, F. William Nicklas, John G. Peters, Steven Cunningham, Jerry D. Blakemore, Debra Boughton, Katherine Little, Randi Napientek, Jonathon Ostenburg and Michael Stang Ir. By: 6/ Gerald L. Maati Gerald L. Maatman, Jr. Mary Kay Klimesh Seyfarth Shaw LLP 131 S. Dearborn St., Suite 2400 Chicago, IL 60603 gmaatman@seyfarth.com mklimesh@seyfarth.com Tel: (312) 460-5000 Fax: (312) 460-7000APPENDIX BJO} LO SETTLEMENT OF LITIGATION RELATE) On December 15, 2016, the Board of Trustees of Norther Illinois University (NIU) has authorized a settlement agreement regarding a lawsuit filed by Donald Grady Il, relating to his separation from employment with NIU in February of 2013. While Dr. Grady has maintained that his claims were brought in good faith, and NIU and the individual defendants have denied any wrongdoing, University officials and Dr. Grady have determined that it is in their best interests to move past their differences. The agreement provides for Dr. Grady and his attorneys to be paid $1,025,000, of which $1,000,000 will be paid by NIU's insurance carrier and $25,000 by NIU. As part of the agreement, Dr. Grady agrees that all claims brought against NIU and the individually named defendants will be dropped and NIU agrees that its prior decision to terminate Dr. Grady in February of 2013 will be withdrawn to effect Dr. Grady’s reinstatement and voluntary resignation. This agreement ends the current litigation between the parties and allows both Dr. Grady and the University to, instead, dedicate their time, attention and resources towards more beneficial pursuits.