SETTLEMENT AGREEMENT AND RELEASE

This Settlement Agreement .("Agreement") is made and entered into by and

between Shannon Miller ("Miller") and The Board of Regents of the University of
Minnesota ("University").

WHEREAS, Miller was formerly employed by the University of Minnesota -

Duluth;
WHEREAS, Miller asserted certain claims against the University arising out of her
employment relationship in the form of a lawsuit captioned as Shannon Miller, et. al. v.
The Board of Regents of the University of Minnesota; United States District Court,
District of Minnesota, Court File No. l5-cv-03740 (PJS/LIB) (hereinafter referred to as
the "Federal Action");

WHEREAS, Miller also asserted claims against the University arising out of her
employment relationship in the form of another lawsuit captioned Shannon Miller, et. al.
v. The Board of Regents of the University of Minnesota; State of Minnesota, Hennepin
County District Court, Court File No. 27-0^-18-4262 (hereinafter referred to as the "State
Action");

WHEREAS, the University denies the allegations Miller asserted in.the Federal
Action and the State Action (together, the "Actions"), but desires to enter into this
Agreement to resolve the Actions as they relate solely to Miller and any other disputes
between Miller and the University; and

WHEREAS, Miller and the University (the "Parties") have successfully resolved all
issues between them and have agreed to a full and final settlement of all issues relating to
the litigation of all claims and disputes between them in the Actions.

NOW, THEREFORE, in consideration of the provisions and of the mutual

promises contained herein. Miller and the University agree as follows:

1. RELEASE OF CLAIMS BY MILLER. In consideration for the mutual

promises herein and the Settlement Amount provided to Miller, Miller releases and
forever discharges the University1 from the claims, actions, causes of actions, and
demands described in this paragraph i.

(a) Except as expressly provided for in this Agreement, Miller releases and
forever discharges the University of and from any and all claims, actions, causes of
action, individual or class action claims, or demands of any kind whatsoever she
has or might have against the University, arising out of or in connection with her
employment by the University, her separation from employment, or otherwise,
whether known, suspected, or unknown, and however originating or existing,
whether arising by statute, common law or otherwise, and for all claims for
damages, of whatever kind or nature, to the date of her signing of this Agreement.
Miller releases and discharges the University not only from any and all claims that

1 For the purposes of paragraph l, the "University" includes its Board of Regents,
officers, employees (current and former), representatives, agents and volunteers.
she could make on her own behalf, but also those that may or could be brought by
any other person or organization on her behalf. Miller waives any past, present or
future claim to employment with the University and acknowledges that the
University has the unequivocal right to deny her future employment or work
without any recourse.

(b) Except as expressly provided for in this Agreement, this release includes,
without limiting the generality of the foregoing:

i. All actions for any alleged unlawful discrimination, harassment,

retaliation or reprisal, or other alleged unlawful practices arising under any
federal, state, or local statute, ordinance, or regulation, including without
limitation, claims under Title VII of the Civil Rights Act of 1964, the Americans
with Disabilities Act, 42 U.S.C. § 1981, the Age Discrimination in Employment Act,
the Older Workers Benefit Protection Act, the Family and IVtedical Leave Act, the
Employee Retirement Income Security Act, the Equal Pay Act, the Worker
Adjustment and Retraining Notification Act, the Minnesota Human Rights Act, the
Minnesota Equal Pay for Equal Work Law, the Fair Credit Reporting Act, the
Occupational Safety and Health Acts, and workers' compensation non-interference
or non-retaliation statutes;

ii. All claims for wrongful discharge, breach of contract, failure to keep
any promise, breach of a covenant of good faith and fair dealing, breach of fiduciary
duty, estoppel, "whistleblower" liability, defamation, infliction of emotional
distress, breach of implied contract, fraud, misrepresentation, negligence,
harassment, retaliation or reprisal, constructive discharge, assault, battery, false
imprisonment, invasion of privacy, interference with contractual or business
relationships, any other wrongful employment practices, and violation of any other
principle of common law; and

iii. All claims for compensation of any kind, including but not limited
to bonuses, commissions, vacation pay, business expense reimbursements,
mileage, back pay, front pay, lost benefits, reinstatement, other equitable relief,
compensatory damages, damages for alleged personal injury, liquidated damages,
punitive damages, and all claims for attorneys' fees, costs and interest.

(c) Except as prohibited by law, Miller agrees that she will not institute any
lawsuit against the University or any of its employees based on any claim including,
but not limited to, those claims described in Paragraph l(a) and l(b). JVIiller hereby
waives any and all relief not provided for in this Agreement. By her signature to
this Agreement, Miller agrees that the Settlement Amount provided to her under
this Agreement fully compensates her for and extinguishes any and all claims
arising out of her employment or termination from employment with the
University.
 (d) Notwithstanding anything to the contrary contained in this Agreement,
Miller and the University expressly agree that the release set forth in this
Paragraph l does not include the following:

i. Miller's right to enforce the terms of this Agreement;

ii. Millers right to file a claim for, or receive, unemployment

compensation benefits;

iii. Miller's contractual, statutory or regulatory rights, if any, to continue

participating in any employee welfare benefit, pension, profit sharing or cash
balance plan of the University (e.g., continuation of health insurance coverage
under COBRA or life insurance coverage);

iv. Miller's accrued and/or vested benefits under any welfare benefit,
pension, profit sharing or cash balance plan in which Miller is now a participant
(the vesting and provision of benefits thereunder, including the amounts and
timing thereof, will continue to be governed by the terms of applicable plan
document(s)); and

v. Miller's right to file a charge with or participate in any investigation

conducted by the Equal Employment Opportunity Commission or any state, local,
or other government agency, except that Miller waives her right to any monetary
relief should the Equal Employment Opportunity Commission or any state, local,
or other government agency pursue any claims on her behalf.

2. RELEASE OF CLAIMS BY THE UNFVERSIT^. Except as expressly

provided for in this Agreement, the University releases and forever discharges Miller of
and from any and all claims, actions, causes of action, individual or class action claims, or
demands of any kind whatsoever it has or might have against Miller, arising out of or in
connection with her employment by the University, her separation from employment, or
otherwise, whether known, suspected, or unknown, and however originating or existing,
whether arising by statute, common law or otherwise, and for all claims for damages, of
whatever kind or nature, to the date of its signing of this Agreement. This expressly
includes release and discharge of Miller's obligation (but not Jen Banford's or Annette
Wiles's obligation) to pay the costs awarded to the University in the State Action, and the
University's right to appeal in the Actions as to IVtiller's claims (but not Jen Banford's or
Annefrte Wiles's claims).

3. PAYMENT. In full and final settlement of all claims in the Actions, the
University will pay to Miller and Miller's counsel (Fafinski, Mark & Johnson; Van Dyck
Law, LLC; and Siegel, Yee, Brunner & Mehta) the total sum of Four Million Five Hundred
Thirty Thousand One Hundred Fifty Seven Dollars and Seventy-Seven Cents
($4,530,157.77) (the "Settlement Amount"). The Settlement Amount shall be paid as
follows:
 (a) The first check shall be made payable to Shannon Miller and shall be in the
gross amount of Five Hundred Eight Thousand Dollars ($508,000.00) (less
standard federal and state withholdings and authorized deductions) for wage-loss.
The University shall issue an IRS Form W-2 to Shannon Miller for, this amount.
/
(b) The second check shall be made payable to MetLife Assignment Company,
Inc. ("IVIetLife") for the funding of an annuity for Miller which is intended to
provide Miller with future periodic payments as set forth below according to the
schedule as follows (the "Periodic Payments") and shall be in the amount of One
Million Five Hundred Ninety Four Thousand Nine Hundred Thirty-Nine Dollars
and Fifty-Nine Cents ($1,594,939.59) for Shannon Miller's non-wage damages,
including emotional distress. The University shall deliver this check to M:etLife at
an address to be provided by Miller's counsel. The University shall issue an IRS
Form 1099 to Shannon Miller and MetLife Assignment Company for this amount.

The annuity will be payable to Shannon Lee Miller - $22,451.44 payable monthly,
guaranteed for six years, beginning January 10, 2020, with the last guaranteed
payment due on December 10, 2025. Miller acknowledges that the Periodic
Payments cannot be accelerated, deferred, increased or decreased by her or any
Payee; nor shall Miller or any Payee have the power to sell, mortgage, encumber,
or anticipate the Periodic Payments, or any part thereof, by assignment or
otherwise.

(c) The third check shall be made payable to Fafmski, Mark & Johnson ("FMJ")
in the amount of One Million Forty-One Thousand Eight Hundred Sixteen Dollars
and Forty-Seven Cents ($1,041,816.47) for Miller's attorneys' fees and costs. The
University shall issue an IRS Form 1099 to Shannon Miller and FMJ for this
amount.

(d) The fourth check shall be made payable to Van Dyck Law, LLC ("Van Dyck")
in the amount of Thirty-Eight Thousand Nine Hundred Forty-Seven Dollars
($38,947-00) for Miller's attorneys' fees and costs. The University shall issue an
IRS Form 1099 to Shannon Miller and Van Dyck for this amount.

(e) The fifth check shall be made payable to Siegel, Yee, Brunner & JVIehta
("SYBM") in the amount of One Million Three Hundred Forty-Six Thousand Four
Hundred Fifty-Four Dollars and Eighty-Six Cents ($1,346,454.86) for Miller's
attorneys' fees and costs. The University shall issue an IRS Form 1099 to Shannon
Miller and SYBM: for this amount.

(f) All of the above payments to the law firms will be sent to the respective law
firms, and Miller's payment will be sent to SYBM: in care of Miller within ten (10)
days after this Agreement has been executed by Miller.

4. NON-QUALIFIED ASSIGNMENT. With respect to the payment to

MetLife identified in Section 3 b:
 (a) Miller acknowledges and agrees that the University will make a "non-
qualified assignment" of the University's liability to make the Periodic Payments
set forth in Section 3 b to MetLife ("the Assignee") by signing the Non-Qualified
Assignment and Release Agreement appended to this Agreement as Exhibit A. The
Assignee s obligation for payment of the Periodic Payments shall be no greater
than that of the University (whether by judgment or agreement) immediately
preceding the assignment of the Periodic Payments obligation.

(b) Any such assignment, if made, shall be accepted by Miller without right of
rejection and shall completely release and discharge the University from the
Periodic Payments obligation assigned to the Assignee. Miller recognizes that, in
the event of such an assignment, the Assignee shall be the sole obligor with respect
to the Periodic Payments obligation, and that all other releases with respect to the
Periodic Payment obligation that pertains to the liability of the University,
thereupon become final, irrevocable and absolute.

(c) The University's obligation and liability under Section 3 b is terminated,

distinguished and discharged upon the Assignee's receipt and deposit of the
University's payment to the Assignee identified in Section 3 b. Miller bears the risk
of any non-performance of the Assignee in making the Periodic Payments to Miller.

5. DISMISSAL OF THE ACTIONS. Upon receipt of the settlement

payments described in Paragraph 3, Miller agrees to authorize her counsel to take all steps
necessary to dismiss the Actions (with respect to the claims of Miller only) with prejudice.
Upon Miller s execution of this Agreement, the University agrees to dismiss any appeals
in the Actions as to Miller (but not as to Annette Wiles and Jen Banford) with prejudice.
The Parties agree to authorize their counsel to execute any such documents necessary to
effectuate the dismissal of the Actions.

6. NON-ADMISSION. The payment of the Settlement Amount and the

terms of this Agreement do not constitute an admission by Miller or the University of any
wrongdoing or violation of any law.

7. ENTIRE AGREEMENT. This Agreement constitutes the entire

agreement between the Parties. There were no inducements or representations leading to
the execution of these documents, except as described in this Agreement. Both Parties
agree that they had the advice of counsel prior to executing this Agreement and that they
were fully advised of their rights and responsibilities prior to its execution.

8. SUCCESSORS AND ASSIGNS. This Agreement will inure to the benefit

of each party's successors and assigns.

9. SAVINGS CLAUSE. In the event that any provision of this Agreement

shall be held void or unenforceable except for the release contained above, the remaining
provisions hereof shall remain in full force and effect.
 10. CHOICE OF LAW/VENUE. This Agreement shall be governed by and
construed in accordance with the laws of the State of Minnesota. Any action brought to
enforce this Agreement shall be brought in the Hennepin County District Court or the
U.S. District Court for the District of Minnesota.

ll. AMENDMENT. This Agreement may not be modified, altered or

changed except upon express written consent of both Parties.

Date: _ SHANNON MILLER

THE BOARD OF REGENTS OF THE

UNIVEKSITY^? J?NESOT^
-^-

Date:
Brian D. Burnett
Senior Vice President for Finance and
Operations

Date: /2 /^//9 _ By: ^U/^ C- f^L^-

Lendley Cy/Rlack
Chancellof, University of Minnesota
Duluth
 9. SAVINGS CLAUSE. In the event that any provision of this Agreement
shall be held void or unenforceable except for the release contained above, the
remaining provisions hereof shaU remain in full force and effect.

10. CHOICE OF LA.W/VENUE. This Agreement shall be governed by and

construed in accordance with the laws of the State of Minnesota. Any action brought to
enforce this Agreement shall be brought in the Heimepin County District Court or the
U.S. District Court for the District of Minnesota.

il. AMENDMENT. This Agreement may not be modified, altered or

changed except upon express written consent of both Parties.

•t>

Date: ^>jt>v< s^ "Z0/7 SHANNON MILLER

Date: _ THE BOARD OF REGENTS OF THE

uNivERsrry OF MINNESOTA

By: _

Title:.