You are on page 1of 250

SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Patricia Delboccio
on behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic
Classroom of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary In effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first Ri!Y.[Q!j_period.Jollowin the Effective Date of this Agreement in
FacCoi'dance with ECOT's regular payroll periods and practices. This Agreement w1 ecome effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
·lump sum pa out e ual to 25% of your sick time bank ("Sick Time Payout") as It existed on your Severance
Date. If you are employed in a pos1t1on 1n w 1 ou receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position In which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided In this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. D'1scr'1mination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confident'1al information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

-3-
that If you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day pertod has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:~
Biiiii1ierSOI1
Date: 1/ L.v( n
I I

Deputy Superintendent and Chief of Staff


Electronic Classroom of Tomorrow

~A&&tJ&~
PlfiCia Delboccio

Firmwlde:l48~17341.3 080982,9003

- 4-
Patricia Delboccio 22391
Separation Date 7/5/2017
Current salary $ 46,541.73
Dailey Rate $ 218.51

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 218.51 $ 2,185.06 I

SICK
Cash out Total of Current Balance at 25%
25%of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
52 6.5 1.625 $218.51 $355.07

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Roger DeVore on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and Intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary In effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, In the
plan in which you are currently enrolled, at the payroll deduction rate through July 31, 2017. Beginning on
August 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed In a position In which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed In a position In which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as It existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge thai the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted In this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are In any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infiiction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obl'lgations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and Information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made In connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement Is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liabilitv. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowiedge that nothing
contained In this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:~-
Brittny Pierson
Date: _ __.1_,.1_._1-+7+/.._(].....__ _
I 1
Deputy Superintendent and Chief of Staff
Electronic Classro of Tomorrow

"a,
F
Rag
.rti'"''.
eVore
?'~~ Date: _u,_G_-cc_;:__-_:_l?.:..___
Firmwide:1484l7341.3 080982.9003

- 4-
Roger DeVore 167263
Separation Date 7/S/2017
Current salary $ 41,828.80
Hourly Rate $ 20.11

Severance Payout I
Number of hourly to pay out Hourly Rate Amount owed
80 $ 20.11 $ 1,6o8.8o I

PTO
Cash out Total of Current Balance at 75%

Current Balance on 7/15/2017 75% of balance Current Total PTO


in hours to be paid out Hourly Rate Payout

12 9 $20.11 $180.99

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Brigitte Dick on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, T'ltle VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT Information and third-party Information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to Insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain In full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date It becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

-3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:=;)~
BrittnY'iefSOn
Date: ~1'-1/wd.:>...S"-,,1-l/1_:2,___ _

Deputy Superintendent and Chief of Staff


Electronic Classroom of Tomorrow

~.~&--
Brigitte Dick

Firmwide:148417341.3 080982.9003

-4-
Brigitte Dick 26S027
Separation Date 7/S/2017
Current salary $ 47,555.00
Dailey Rate $ 223.26

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 223.26 $ 2,232.63 I

SICK
Cash out Total of Current Balance at 25%
25%of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
36.5 4.5625 1.140625 $223.26 $254.66

Total $ 2,487.29

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Karla Dillon on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as It existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of !his
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of aclion, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, Infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be Introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

- 2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by Jaw or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT ..

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT Is not asking you to do so and

-3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, Including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 {No Future Lawsuits), 8 {Non-Disparagement) and 10 {Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to Individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATIORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

·~;// ... 7/j,}_~~,


By: /.)~-,""--'\ ~~ Date:-"-',_~-'''-''-'7-1"-'-+'____
Brittriy )?ierson I
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow
'

Date: _lL--...!.1-"''6'-'-;)"-'==o...!.n_,__
~·Kirl Dillon ·

Firmwide:l46417341.3 080962.9003

. 4-
Karla Dillon 91639
Separation Date 7/5/2017
Current salary $ 42,008.02
Dailey Rate $ 197.22

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 197.22 $ 1,972.21 I

SICK
Cash out Total of Current Balance at 25%
25%of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
390 48.75 12.1875 $197.22 $2,403.63

Total $ 4,375.84

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Randall Dunsizer on
behalf of yourself, your heirs, administrators, agents and representatives ('You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay''). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, Jess applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31,2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payeur) as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a Jump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any olher provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided In this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Allair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender Identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

- 2-
proprietary or other confidential Information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and Information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
Invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained In this Agreement are for reference only and shall not in
anyway affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

. 3.
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days alter you sign the Agreement, not including the day you received ll. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to Individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By: c~
. _,. Date: 7 !t~f()
Britinyerson
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

Date: f . )Y· I r
Firrnwide:14B417341.3 080982.9003

- 4-
Randall Dunsizer 354657
Separation Date 7/5/2017
Current salary $ 35,016.45
Dailey Rate $ 164.40

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 164.40 $ 1,643.96 1

SICK
Cash out Total of Current Balance at 25%
25%of
Current Balance on 7/15/2017 Current Daily Total5ick
Current balance balance to
in hours Rate Payout
in days be paid out
304 38 9.5 $164.40 $1,561.77

Total $ 3,20S.73

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Kathleen
Eggenschwiller on behalf of yourself, your heirs, administrators, agents and representatives ("You") and
Electronic Classroom of Tomorrow, including its subsidiaries and affiliates, as well as their officers,
directors, agents, representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending Ia be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receiVe upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical/eaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding In which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came Into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to Insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT Is not asking you to do so and

-3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By: "?a~
Brittny PJOn
Date: ___l't'fj~'1+'1•L-0!-----
Deputy ~uperintendent and Chief of Staff
Ele tror.::::omorrow

c. ' Date: -~-1-~-1 <t. .~./. :. lf_,_ _ __


Firmwide:148417341.3 080982.9003

-4-
Kathleen Eggenschwiller 384793
Separation Date 7/5/2017
Current salary $ 32,765.75
Dailey Rate $ 153.83

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 153.83 $ 1,538.30 1

SICK
Cash out Total of Current Balance at 25%
25%of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
11.5 1.4375 0.359375 $153.83 $55.28

Total $ 1,593.58

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Jennifer Erickson on
behalf of yourself, your heirs, administrators, agents and representatives (''You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described In Section 2. Your Severance Date is July 5, ~017.

2. Severance Benefits.
,_ I
a. You shall lie entitled to Severance Pay in an Bmount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be nnade in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31,2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as It existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position In which you receive both sick time and paid time off, you
, will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, In law or in equity, that you had or have as of the effective date of
this Agreement, and that are In any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act. the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nond'lscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever Including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medica/leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced In paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be Introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

- 2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATIORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:~~-
Brittny son
Date: _--'.1-/-t-'w~li-'''-"l-'----­
, l
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

q~~L Date:
1 {tf{ l-o!7

Firmwide:l48417341.3 080982.9003

- 4-
Jennifer Erickson 16608
Separation Date 7/5/2017
Current salary $ 47,966.51
Dailey Rate $ 225.19

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 225.19 $ 2,251.95 1

SICK
Cash out Total of Current Balance at 25%
25%of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
322 40.25 10.0625 $225.19 $2,266.02

Total $ 4,517.97

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Karla Espey on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. in exchange for your promises In this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position In which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic Information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, nule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, Including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be constnued as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone !hat are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

- 2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modif1ed, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that Is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain In full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representaiives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or Interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

• 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any Investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
Individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By: /~
I, 1
Brlttny rson
Date: Xf:-i/17
I
Deputy Superintendent and Chief of Staff
Electr ic Clas oom of Tomorrow

&
Firmwide:148417341.3 080982.9003

-4-
Karla Espey 32377S
Separation Date 7/S/2017
Current salary $ 33,826.65
Dailey Rate $ 158.81

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 158.81 $ 1,588.11 1

SICK
Cash out Total of Current Balance at 25%
25% of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
296 37 9.25 $158.81 $1,469.00

Total $ 3,057.10

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Rebecca Evans on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT').

In consideration of the mu/ual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay'). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described In Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entilled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively"Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, slate or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination In Employment Act, the Older
Workers Benefit Protection Act, Tille VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever Including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whislleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the lime you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complele defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came Into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and Inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of LiabilitY. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
com ply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge. or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE ,BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:~~
Blit/lyTefSOi1
Date: _7..!...{-/,_tl.L1f-J/1_7'----
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

Date: _7'-f,/"-""l2+/_,_JJ-7-,_ _
Rebecca Evans

firmwide:l48417341.3 080982.9003

-4-
Rebecca Evans 428716
Separation Date 7/5/2017
Current salary $ 32,671.50
Dailey Rate $ 153.39

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 153.39 $ 1,533.87 1

SICK
Cash out Total of Current Balance at 25%
25% of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
38.7 4.8375 1.209375 $153.39 $185.50

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Stephanie Faust on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay''). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, In the
plan in which you are currently enrolled, at the payroll deduction rate through July 31, 2017. Beginning on
August 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
Including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, In Jaw or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or Implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infilction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

1D. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connect'1on with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made In connection with your employment with ECOT except Insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, stale or local statute, law, regulation, rule or ordinance: or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained In this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release).
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:~.,___ Date: I I 1'-/t ")


B~n
Deputy Superintendent and Chief of Staff
Ironic Classroom of Tomorrow

Date: J /1 12 j1]
I
Firmwide:l48417341.3 080982.9003

• 4-
Stephanie Faust 343687
Separation Date 7/5/2017
Current salary $ 32,718.40
Hourly Rate $ 15.73

Severance Payout I
Number of hourly to pay out Hourly Rate Amount owed
80 $ 15.73 $ 1,258.40 I

PTO
Cash out Total of Current Balance at 75%
Current Balance on 7/15/2017 75% of balance Current Total PTO
in hours to be paid out Hourly Rate Payout
63 47.25 $15.73 $743.24

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered Into between Kaitlln Finan on
behalf of yourself, your heirs, administrators, agents and representatives (''You") and Electronic Classroom
of Tomorrow, Including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and Intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises In this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date Is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement In
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described In Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed In a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed In a position in which you.receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. tf you accept a position with ECOT prior to receipt of all the
Severance Pay provided In this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
Including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (Including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
,_,. a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender Identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical

/ condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including bul not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever Including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
. whistieblowing, defamation, Infliction of emotional distress (intentional or negligent), negligence, personal
Injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
In an investigation conducted by certain government agencies. You acknowledge and agree, however, !hal
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs,' executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced In paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are In any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

- 2-
proprietary or other confidential..information, ECOT will be entitled to recover the Severance Payments paid
;-" under this Agreement and to obtain all other relief provided by law or equity, Including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
I proceeding In which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and ali confidential Information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and ali ECOT property and Information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except Insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain In full force and effect.

e. This Agreement shall bind and Inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT Is not asking you to do so and

-3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
,i"""· ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
1 or Immaterial, will not affect or re-start the running of this 45-day period.

14. Revocatjon of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be In writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liabllitv. The offering, undertaking or signing of this Agreement are not In
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, Including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any Investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to Individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:~.
iiilierson
Date: --:? /.2 7 I 0
' I
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

Date: _7.:..u/l"*:t)KJ<:..>.l...l--llr_
Firrnwide:l48417341.3 080982.9003

-4-
Kaitlin Finan 270113
Separation Date 7/5/2017
Current salary $ 36,040.88
Dailey Rate $ 169.21

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 169.21 $ 1,692.06 I

SICK
Cash out Total of Current Balance at 25%
25%of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
57.7 7.2125 1.803125 $169.21 $305.10

Total $ 1,997.16

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Deane Fistick on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

in consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withhoidings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. if you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position In which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of ali the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of !his
Agreement, excepl as may be required to notify a potential employer of your confidentialily obligations.
Excepl as permitted In !his Section 4, disclosure of any lerm of !his Agreemenl is a material breach.

5. Waiver & Release of Employmenl Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representalives, knowingly and volunlarily agree lo waive and release ECOT,
including ils directors, officers, employees, representatives and agenls, and ils related, affiliated, and
associated companies (including wilhoul limilalion the Educational Service Cenler of Lake Erie Wesl and
Altair Learning Management) (colleclively "Released Parties"), from any and ali claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, !hat you had or have as of the effective dale of
this Agreement, and thai are In any way connecled with or arise oul of your employmenl or !he termination of
your employmenl wilh ECOT, including but no! limited lo claims, causes of action, and liabililies involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic Information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, Including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or Its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowlng, defamation, Infliction of emotional distress (Intentional or negligent), negligence, personal
injury of any kind and Invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be Introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, Including disparaging remarks about
individuals associated with ECOT or the services It provides.

9. Breach of Agreement. Unless prohibited by law, In the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

- 2-
proprietary or other confidential Information, ECOT will be enlilled lo recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party Information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came Into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or Invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect Its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowiedge that ECOT is not asking you to do so and

-3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:~~·
Brittny P1 r on
Date: 1/ i I I Cl
I I
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

Date: ~J 5 / ; 7
I
Firmwide:l48417341.3 080982,9003

-4-
Deane Fistick 77136
Separation Date 7/S/2017
Current salary $ 41,875.86
Dailey Rate $ 196.60

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 196.60 $ 1,966.oo I

SICK
Cash out Total of Current Balance at 25%
25%of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
472 59 14.75 $196.60 $2,899.85

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Julie Fortner on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described In Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2} weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement In
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraur,Julent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agneement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding In which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and th'1rd-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made In connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other tenm of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or Interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release 'Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

-3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any Jaws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND All PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:
n \J! ~ "'--"_
1
_.;; Date: lS j Y I0
Brittny P6r5on
Deputy Superintendent and Chief of Slaff
Electronic Classroom of Tomorrow

Date: __J+{-/.t....i-'-;7p/1....
] _ __
r '
Firmwide:148417341.3 080982.9003

-4-
Julie Fortner 77118
Separation Date 7/5/2017
Current salary $ 42,622.34
Dailey Rate $ 200.10

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 200.10 $ 2,oo1.o5 1

SICK
Cash out Total of Current Balance at 25%
25% of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
164 20.5 5.125 $200.10 $1,025.54

Total $ 3,026.59

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Kristy Fortney on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including Its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described In Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever Including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, Infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, Including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be Introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

. 2.
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of Its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite g5, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not Including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By: '31JF-
Brittny Pier on
0--·
Deputy Superintendent and Chief of Staff
Date:--"'&+-( _1/--+(..._CJ-"------
Electronic Classroom of Tomorrow

Date: ~~_,_,_/\L_Lii/_,___\Jc___ _
Firmwide;l48417341.3 080982.9003

-4-
Kristy Fortney 215122
Separation Date 7/5/2017
Current salary $ 37,095.48
Dailey Rate $ 174.16

Severance Payout J
Number of days to pay out Day Rate Amount owed
10 $ 174.16 $ 1,741.57j

SICK
Cash out Total of Current Balance at 25%
25% of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
82.8 10.35 2.5875 $174.16 $450.63

Total $ 2,192.20

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between John Fox on behalf
of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom of
Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, In the
plan in which you are currently enrolled, at the payroll deduction rate through July 31, 2017. Beginning on
August 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, Including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
In an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services It provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

. 2.
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT Information and third-party Information held by ECOT In confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came Into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made In connection with your employment with ECOT except Insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to Insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement Is void or invalid, only the term, condition, clause, or provision that is determined to be void or
Invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not In
any way affect Its meaning or Interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

-3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability, The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:~ Date: _I..LJ.I-1'--'~t..,l'-lt!.....7L...._ _


Brittny Piers
Deputy Superintendent and Chief of Staff
r '
Electronic Classroom of Tomorrow

E'irmt-~ide: 14841734t.3 080982.9003

-4-
John Fox 456693
Separation Date 7/5/2017
Current salary $ 34,528.00
Hourly Rate $ 16.60

Severance Payout I
Number of hourly to pay out Hourly Rate Amount owed
80 $ 16.60 $ 1,328.oo 1

PTO
Cash out Total of Current Balance at 75%
Current Balance on 7/15/2017 75% of balance Current Total PTO
in hours to be paid out Hourly Rate Payout
12 9 $16.60 $149.40

Total Severance $ 1,477.40

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Wendy Garbrandt
on behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic
Classroom of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOr).

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary {"Severance Pay''). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank {"Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed In a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
{other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted In this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including Its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies {including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title Vlt of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act. the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are In any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

· 10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party Information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreemenl may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect Its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By: Gir~:_· Date: '1/7


'
6/17
I
Brittny Pi'erson
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

wencJYGarl)rCft '
Date: 7/r 22' 1/ 17
Firmwide:148417341.3 080982.9003

- 4-
Wendy Garbrandt 279289
Separation Date 7/5/2017
Current salary $ 34,915.38
Dailey Rate $ 163.92

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 163.92 $ 1,639.22 1

SICK
Cash out Total of Current Balance at 25%
25%of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
128.6 16.075 4.01875 $163.92 $658.76

Total $ 2,297.98

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered Into between Michael Gavin on
behalf of yourself, your heirs, administrators, agents and representatives (''You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay''). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described In Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through July 31, 2017. Beginning on
August 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. if you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment In the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and Its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, Including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced In paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

- 2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Dale. You are prohibtted from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement conslilules the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreemenl(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Dale. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence lo that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the Stale of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision thai is determined to be void or
invalid shall be stricken from the Agreement and il shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the dale it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Allorney. You are hereby advised and encouraged to consult an allorney
prior to signing this Agreement if you desire to do so. You acknowledge thai if you have signed this
Agreement without consu/ling an allorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Allachmenl
to Severance and Release Agreement. From the dale you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any lime
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, Jaw, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATIORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By::=?x~ Date: '1/ u. f t7


Brittny rson
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

Date: 7/{7/17
Michael Gavin '
Firrnwide:148417341.3 060982.9003

- 4-
Michael Gavin 356810
Separation Date 7/5/2017
Current salary $ 36,649.60
Hourly Rate $ 17.62

Severance Payout I
Number of hourly to pay out Hourly Rate Amount owed
80 $ 17.62 $ 1,409.60 I

PTO
Cash out Total of Current Balance at 75%

Current Balance on 7/15/2017 75% of balance Current Total PTO


in hours to be paid out Hourly Rate Payout

18 13.5 $17.62 $237.87

Total Severance $ 1,647.47

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") Is entered into between Randall Goke on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date Is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through July 31, 2017. Beginning on
August 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position In which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment In the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement Is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and Its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services It provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT In confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11 . Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of tlhis
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or Immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
Jaw or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:~
BrittnyPJOn
Date: J /J S"l!]
I I
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

Randall Goke
Date: 07/l i/1 7
Firmwide:148417341..3 080982.9003

6/ Lj- >15 - 0 5l5

- 4-
Randall Goke 132942
Separation Date 7/5/2017
Current salary $ 41,475.20
Hourly Rate $ 19.94

Severance Payout I
Number of hourly to pay out Hourly Rate Amount owed
80 $ 19.94 $ 1,595.20 I

PTO
Cash out Total of Current Balance at 75%

Current Balance on 7/15/2017 75% of balance Current Total PTO


in hours to be paid out Hourly Rate Payout

41 30.75 $19.94 $613.16

Updated 7/17/2017

Total Severance $ 2,208.36


SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Michelle Graceffa
on behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic
Classroom of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay''). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31,2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed In a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a pos'ition in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 19g1, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and Invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

- 2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

-3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not In
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any Investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to Individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:~
BritiPiirSOil
_.. Date: .........,'i''-f/-'L.::....'--f/-''-'1'----
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

/[l\ /L.r\~tJLc JL\~LCJLoc/{c) Date: _,_84/'""'-e.L..!/I_'l,____


Michelle Graceffa · l [!
Firmwide:l48417341.3 080982.9003

. 4.
Michelle Graceffo 323476
Separation Date 7/5/2017
Current salary $ 35,016.45
Dailey Rate $ 164.40

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 164.40 $ 1,643.96 I

SICK
Cash out Total of Current Balance at 25%
25% of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
284.4 35.55 8.8875 $164.40 $1,461.07

Total $ 3,105.04

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered Into between Ann Graor on behalf
of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom of
Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning· on or about the· first payroll·periodfollowing ·the ··Effective Date ofthis·Agreement·in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31,2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, Including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act. and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannel be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in..an...inv.estigation conducted by .certain .. government agencies, You· acknowledge and agree, however; that
you are releasing and waiving your right to any Individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be Introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

- 2-
proprietary or other confidential Information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11, Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT Is not asking you to do so and

-3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not Including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or a11y person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, Ia~, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

_16. No !rt!Clf€:iCI-!i..\a 'Nith R\ghl:::, You ur~dorstand 1 agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release},
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any Investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:h.~
Brittnf~n
=
Deputy Superintendent and Chief of Staff
Elec nic Classroom of Tomorrow

Date: ~/J_-_:1_---1../_?..L,_,
Fi::mwide:l48417341.3 080982.9003

- 4-
Ann Graor 484641
Separation Date 7/5/2017
Current salary $ 32,075.00
Dailey Rate $ 150.59

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 150.59 $ 1,505.87 I

SICK
Cash out Total of Current Balance at 25%
25%of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
13.9 1.7375 0.434375 $150.59 $65.41

Total $ 1,571.28

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") Is entered into between Rebecca Grubb on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Sev8rancc Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender Identity, pregnancy, national origin, ancestry, citizenship, age, marital status, l1ealth or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or Implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowlng, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless proh'lbited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party Information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or Invalid, only the term, condition, clause, or provision that Is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT Is not asking you to do so and

-3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement. you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:
~B~ri~y~~~--------------------
Date: --'74j...LI_'-14j.wl7'----
Deputy uperintendent and Chief of Staff
Electronic Classroom of Tomorrow

Date: 1/1)/d.O/J
Firmwide:l48417341.3 080982.9003

- 4-
Rebecca Grubb 268595
Separation Date 7/5/2017
Current salary $ 36,040.88
Dailey Rate $ 169.21

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 169.21 $ 1,692.06 I

SICK
Cash out Total of Current Balance at 25%
25% of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
263.2 32.9 8.225 $169.21 $1,391.72

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Michelle
Guendelsberger on behalf of yourself, your heirs, administrators, agents and representatives ("You") and
Electronic Classroom of Tomorrow, including its subsidiaries and affiliates, as well as their officers,
directors, agents, representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable wlthholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued heallh care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through July 31, 2017. Beginning on
August 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment In the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement Is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective dale of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of Implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, Infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT In this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

. 2.
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or Information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not In
any way affect its meaning or Interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT Is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or Immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOTs policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulalion, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to Individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:~ 7
Date: __ 1 LCl-'-f/..J..t-'1'----
7f
Bfftlf1YPiSOfl I

Deputy Superintendent and Chief of Staff


Electronic Classroom of Tomorrow

vfV\iCIMlLQ >iA.O V\J VA_AAc Date: _1-'-'-'-1!L\_._._,_\\'""_,__]_


Michelle Guendelsberger"

rirmwide:l48417J4l.J 080982.9003

- 4-
Michelle Guendelsberger 233485
Separation Date 7/5/2017
Current salary $ 33,924.80
Hourly Rate $ 16.31

Severance Payout I
Number of hourly to pay out Hourly Rate Amount owed
80 $ 16.31 $ 1,3o4.8o 1

PTO
Cash out Total of Current Balance at 75%

Current Balance on 7/15/2017 75% of balance Current Total PTO


in hours to be paid out Hourly Rate Payout

78.8 59.1 $16.31 $963.92

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Frank Habeker on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable wlthholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described In Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through July 31, 2017. Beginning on
August 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be In writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause. or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign lt. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:~~
Brittny pjOfl
Date: ·1 / Lo)
' I
C}
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

Firmwide:148417341.3 080982.9003

-4-
Frank Habeker 228784
Separation Date 7/5/2017
Current salary $ 44,932.98
Hourly Rate $ 21.60

Severance Payout I
Number of hourly to pay out Hourly Rate Amount owed
80 $ 21.60 $ 1,728.19 1

PTO
Cash out Total of Current Balance at 75%

Current Balance on 7/15/2017 75% of balance Current Total PTO


in hours to be paid out Hourly Rate Payout

64 48 $21.60 $1,036.91

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Devin Haddox on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay'). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made In
Installments beginning on or about the first payroll pertod following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through July 31, 2017. Beginning on
August 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are In any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities Involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such Information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, In connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except Insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, wh'1clh shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an altorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the nunning of this 45-day period.

14. Revocation of Agreement After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By: (])_~
P'i6011
Brittny 1
~+jj_o.J.____ __
Date: _7_1-/_,_,J

Deputy Superintendent and Chief of Staff


Electronic Classroom of Tomorrow

Date: __,_7_-_/_:':J'-----/-=7_ __
Devin Haddox /

Firmwide:148417341.3 080982.9003

- 4-
Devin Haddox 100645
Separation Date 7/5/2017
Current salary $ 42,640.00
Hourly Rate $ 20.50

Severance Payout I
Number of hourly to pay out Hourly Rate Amount owed
80 $ 20.50 $ 1,64o.oo I

PTO
Cash out Total of Current Balance at 75%

Current Balance on 7/15/2017 75% of balance Current Total PTO


in hours to be paid out Hourly Rate Payout

60 45 $20.50 $922.50

Total Severance $ 2,S62.SO

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Leon Hairston on
behalf of yourself, your heirs, administrators, agents and representatives (''You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and Intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay''). The Severance Pay will be paid on the basis of your annual base salary In effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement In
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through July 31, 2017. Beginning on
August 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accnue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as It existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement Is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including Its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities Involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or Its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and Invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event ycu breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

- 2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or Information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

-3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not In
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any Investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATIORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By~
Biitifli6fSOf1
Date: __ -,-+/t._1-J-I.._n-~---­
Deputy Superintendent and Chief of Staff
'
Electronic Classroom of Tomorrow

~/~ti-l'-- Date: _J]L!...(f-'-t _b_/_(I _ _


Leon Hairston

firmwide:148417341.3 080982.9003

- 4-
Leon Hairston 431982
Separation Date 7/5/2017
Current salary $ 34,611.20
Hourly Rate $ 16.64

Severance Payout I
Number of hourly to pay out Hourly Rate Amount owed
80 $ 16.64 $ 1,331.20 1

PTO
Cash out Total of Current Balance at 75%

Current Balance on 7/1S/2017 75% of balance Current Total PTO


in hours to be paid out Hourly Rate Payout

0 0 $16.64 $0.00

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Brittney Hall on
behalf of yourself, your heirs, administrators, agents and representatives (''You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreemenls hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through July 31, 2017. Beginning on
August 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. if you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided In this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are In any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy,

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never lo file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are In any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

- 2-
proprietary or other confidential information, ECOT w'ill be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern yourobligationswith regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement If you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be In writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT. has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, Including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating In any Investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.
~-

By: /!ft"· Date: _ __,!+/--'-.L.f/~·'-'·-'~--


Brittny PieJ.Son
Deputy Superintendent and Chief of Staff
E Ironic Classroom of Torno

·~~~___,~~1
7-'-r--L}___,_,CJ,___,_/;-'-7-
Date: --=:...()
/ I
firmwide:148417341.3 080982.9003

-4-
Brittney Hall 479353
Separation Date 7/5/2017
Current salary $ 26,249.60
Hourly Rate $ 12.62

Severance Payout I
Number of hourly to pay out Hourly Rate Amount owed
80 $ 12.62 $ 1,oo9.6o I

PTO
Cash out Total of Current Balance at 75%

Current Balance on 7/15/2017 75% of balance Current Total PTO


in hours to be paid out Hourly Rate Payout

28 21 $12.62 $265.02

Total Severance $ 1,274.62

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Alicia Hardesty on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as 'ECOT').

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ('Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement In
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ('Sick Time Payout') as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout') as It existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively 'Released Parties'), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender Identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or Implied}, breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent}, estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be Introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are In any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services It provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain ali other relief provided by law or equity, Including Its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT In confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and ali ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to Insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or Invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

-3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone,. Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 4320Z•.
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

B~
Bnttny erson
Date: Q] '11 fl
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

Date: l -30 - J 1
Firmwide:l48417341.3 080982.9003

- 4-
Alicia Hardesty 435622
Separation Date 7/5/2017
Current salary $ 31,641.50
Dailey Rate $ 148.55

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 148.55 $ 1,485.52 I

SICK
Cash out Total of Current Balance at 25%
25%of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
146 18.25 4.5625 $148.55 $677.77

Total $ 2,163.28

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Eric Harrison on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay''). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted In this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
Including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, In law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

- 2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made In connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be In writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the Jaws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or Invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain In full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be In writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained In this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating In any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By: c-1~
Brittny Pier
Date: __JI'+I-=1\.1++1r_,_-,_ _

Deputy Superintendent and Chief of Staff


Electronic lassroom of Tomorrow

.kJ/1~- '1/Z1h
Date:---------

Firmwide:l48417341.3 080982.9003

- 4-
Eric Harrison 129610
Separation Date 7/5/2017
Current salary $ 47,555.00
Dailey Rate $ 223.26

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 223.26 $ 2,232.63 1

SICK
Cash out Total of Current Balance at 25%
25% of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
270.5 33.8125 8.453125 $223.26 $1,887.27

Total $ 4,119.90

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Jennifer Hayes on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, Including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

tn consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary In effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through July 31, 2017. Beginning on
August 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position In which you receive paid time off, as opposed to sick time, you will
receive a Jump sum payout equal to 75% of your paid time off bank ("PTO Payout') as It existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
Including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, Including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, Including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, Including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any Improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced In paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, Including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence In a subsequent
proceeding In which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT Information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to Insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
·\l<'d to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
-ece\ -July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time

rtlgr
. O\'L()I'f before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not Including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not In
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained In this Agreement, Including but not limited to Sections 4 (Confidentiality}, 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
Individual relief Is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:~~·
Brittny P1 son
Deputy Superintendent and Chief of Staff

~~=·
Jelli1i9rH~es
Firmwide:l48417341.3 080982.9003

JEFFREY HUGHES
Notary Public, State of Ohio
My Comm. Expires Dec. 04, 2021

''"'"" ;" ,,~

-4-
Jennifer Hayes 205492
Separation Date 7/5/2017
Current salary $ 43,432.17
Hourly Rate $ 20.88

Severance Payout l
Number of hourly to pay out Hourly Rate Amount owed
80 $ 20.88 $ 1,670.47-]

PTO
Cash out Total of Current Balance at 75%

Current Balance on 7/15/2017 75% of balance Current Total PTO


in hours to be paid out Hourly Rate Payout

134 100.5 $20.88 $2,098.53

Updated 7/17/2017

Total Severance $ 3,768.99


SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Deborah Hersha on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is JulyS, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment bv ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an Investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be Introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

B. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

- 2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT Information and third-party information held by ECOT In confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such Information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and Inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the dale it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A. the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

-3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:}]~
BrittnyP~
Date: I / t ·1 / , /
I
Deputy Superintendent and Chief of Staff
Eleot onic Classroom of Tomorrow
/:

Date:~
,::7
/.q,, e:)_oI 7
firmwide:l4$417341.3 080982.9003

-4-
Deborah Hersah 439364
Separation Date 7/5/2017
Current salary $ 33,701.50
Dailey Rate $ 158.22

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 158.22 $ 1,582.23 I

SICK
Cash out Total of Current Balance at 25%
25% of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
74 9.25 2.3125 $158.22 $365.89

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Jane Hesler on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described In Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed In a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed In a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4: Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted In this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whlstleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid far all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECDT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services It provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

- 2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12.. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days alter you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATIORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By~ :::> Date: 6(1'. ., /0


Deputy Superintendent and Chief of Staff
Ele Ironic Classroom of Tomorrow

Date: qf (o / 1'7
Firmwide:l48417341.3 080982.9003

- 4-
Jane Hesler 296094
Separation Date 7/S/2017
Current salary $ 34,915.38
Dailey Rate $ 163.92

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 163.92 $ 1,639.22 I

SICK
Cash out Total of Current Balance at 25%
25%of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
220 27.5 6.87S $163.92 $1,126.96

Total $ 2,766.18

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Carolyn Hopper on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described In Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid lime off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid lime off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-emoloyment by ECOT. tf you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Emplovment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, Including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any Individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are In any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or Interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

-3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be In writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained In this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN AITORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By: ~~'-).5::::::::::__ _ _ _ __ Date: _-I~{.._(J-'-1-/L0.J----


Brit ny i son
Deputy uperintendent and Chief of Staff
Electronic Classroom of Tomorrow

r:irmwide:l48117J41.3 080982.9003

-4-
Carolyn Hopper 485037
Separation Date 7/5/2017
Current salary $ 31,075.00
Dailey Rate $ 145.89

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 145.89 $ 1.458.92 I

SICK
Cash out Total of Current Balance at 25%
25% of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
13.6 1.7 0.425 $145.89 $62.00

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Kevin Hubbard on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, Including Its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made In
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position In which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided In this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities Involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title Vlt of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of Implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are In any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

- 2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT Information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made In connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement Is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and Inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreemenl whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any Investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATIORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:·'])~~­ Date: <;(/I 5/0

l
Brittny Pierson I I
Deputy Superintendent and Chief of Staff
Electronic Classroom ofTo.morrol 0
Kevin Hubbard
1f. ftv .!J·HI
1

l{!LI/il
Date:---'---'-----

Firmwide:l48417341.3 080992.9003

- 4-
Kevin Hubbard 49263
Separation Date 7/5/2017
Current salary $ 45,622.45
Dailey Rate $ 214.19

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 214.19 $ 2,141.90J

SICK
Cash out Total of Current Balance at 25%
25%of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
334 41.75 10.4375 $214.19 $2,235.61

Total $ 4,377.51

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Samanatha
Huilman on behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic
Classroom of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, !he parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll per'1od following the Effective Date of this Agreement In
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through July 31, 2017. Beginning on
August 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed In a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position In which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position In which you receive both sick time and paid lime off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge thai the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided In this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and lax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective dale of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender Identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or Implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an Investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

. 2.
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by Jaw or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT Information and third-party Information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or Information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except Insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

-3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or Immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, stale or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:'~ Date: _·7"-+-/,_,/tLf-l-l-n-l----


BritthY~ 1
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

1"-'/J-'-1_
oate: __,_(H"--'-;'--'_/;_,_·
Samanatha Huilman

rirmwide:l48417341.3 080982.9003

- 4-
Samanatha Huilman 130479
Separation Date 7/5/2017
Current salary $ 49,413.12
Hourly Rate $ 23.76

Severance Payout I
Number of hourly to pay out Hourly Rate Amount owed
80 $ 23.76 $ 1,9oo.5o I

PTO
Cash out Total of Current Balance at 75%

Current Balance on 7/15/2017 75% of balance Current Total PTO


in hours to be paid out Hourly Rate Payout

184 138 $23.76 $3,278.37

Total Severance $ S,178.88

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Tiffany Hunter on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, Including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable with holdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ('Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or lts·termlnatlon;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (Intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, Infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job Injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT In this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced In paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be Introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are In any way disparaging or negative toward ECOT, Including disparaging remarks about
Individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

- 2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by Jaw or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence In a subsequent
proceeding In which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT Information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except Insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not In
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT Is not asking you to do so and

-3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
com ply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violat"lons of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By: :-0t
Brittny larson
Deputy Superintendent and Chief of Staff
Date: _:;l?'-/-/..:J'1'-f/+O_j__----

Electronic Classroom of Tomorrow

Date: _t-'-1/'--'Z-""'Le~/._,l_']_,___
firmwide:l48417341.3 080982.9003

-4-
Tiffany Hunter 91667
Separation Date 7/5/2017
Current salary $ 52,642.13
Dailey Rate $ 247.15

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 247.15 $ 2,471.46 I

SICK
Cash out Total of Current Balance at 25%
25% of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
316 39.5 9.875 $247.15 $2,440.57

Total $ 4,912.03

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Hashim Jabar on
behalf of yourself, your heirs, administrators, agents and representatives (''You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through July 31, 2017. Beginning on
August 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services It provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential Information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

-3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreemen~ not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, Including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:~
BriitfiYi9i
Date: _ _J.Lf-/-!-0-Y/4 ,_'7,___
I '
Deputy Superintendent and Chief of Staff
Electr~ Classroom of Tomorrow

/~

~irmwide:l48417341.3 080982.9003

-4-
Hashim Jabar 432597
Separation Date 7/5/2017
Current salary $ 31,527.43
Hourly Rate $ 15.16

Severance Payout I
Number of hourly to pay out Hourly Rate Amount owed
80 $ 15.16 $ 1,212.59 1

PTO
Cash out Total of Current Balance at 75%

Current Balance on 7/15/2017 75% of balance Current Total PTO


in hours to be paid out Hourly Rate Payout

4 3 $15.16 $45.47

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Hannah James on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT'').

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Dale is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without ycur revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan In which you are currently enrolled, at the payroll deduction rate through July 31, 2017. Beginning on
August 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitalion the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination In Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or Implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (Intentional, fraudulent or negligent), estoppel, public policy violation,
whlstleblowlng, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or othenwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

- 2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or Invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to cons'1der and s'1gn it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

•3•
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not In
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CON<:;ERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:~~
BrfttfiYieon
Date:~ I L{ IQ
I I
Deputy Superintendent and Chief of Staff
Electro ic Classroom ofT rrow

Date:/
I I
IJ j 2--0 /]

- 4-
Hannah James 325723
Separation Date 7/5/2017
Current salary $ 31,824.00
Hourly Rate $ 15.30

Severance Payout I
Number of hourly to pay out Hourly Rate Amount owed
80 $ 15.30 $ 1,224.oo I

PTO
Cash out Total of Current Balance at 75%

Current Balance on 7/15/2017 75% of balance Current Total PTO


in hours to be paid out Hourly Rate Payout

78 58.5 $15.30 $895.05

Updated 7/17/2017

Total Severance $ 2,119.05


SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between D. Andrew Janes on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay''). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 201'7, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a pos'1tion in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. · Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic Information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genelic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National labor Relations Act, the Family and Medical leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

. 2.
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

1D. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT Information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or Interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

. 3.
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

z-
By:/~c
I

Brittny Pierson
Date: KliS In
' I
Deputy Superintendent and Chief of Staff
Electronic Classroom of

/i
Date: 1'"\\n .
D. Andrew Janes ( \)
Firmwide:l484173\,: .J 080982.9003

- 4-
D. Andrew Janes 108106
Separation Date 7/5/2017
Current salary $ 40,437.15
Dailey Rate $ 189.85

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 189.85 $ 1,898.461

SICK
Cash out Total of Current Balance at 25%
25%of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
446 55.75 13.9375 $189.85 $2,645.98

Total $ 4,544.43

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Jennifer Jerrome on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, Including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement In
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through July 31, 2017. Beginning on
August 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as It existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement

3. Re-employment by ECOT, If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract {express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation {intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress {intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment You
will not retain any copies of such property or information.

11. Construction of Agreement

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken frorn the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained In this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign iL You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By~o-n-------~ Date: --"~+-{_Lf'-f/.,_Q__,_ _ __


I I
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

Date: ~- J- I7

tirmwide:l48417 41.3 ~ 0982.9003

-4-
Jennifer Jerrome 109875
Separation Date 7/5/2017
Current salary $ 36,940.80
Hourly Rate $ 17.76

Severance Payout J
Number of hourly to pay out Hourly Rate Amount owed
80 $ 17.76 $ 1,420.80 _I

PTO
Cash out Total of Current Balance at 75%

Current Balance on 7/15/2017 75% of balance Current Total PTO


in hours to be paid out Hourly Rate Payout

75.4 56.55 $17.76 $1,004.33

Updated 7/17/2017

Total Severance $ 2,425.13


SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Tia Jipson on behalf
of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom of
Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described In Section 2. Your Severance Date is JulyS, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay''). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without ycur revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of ycur sick time bank ("Sick Time Payouf) as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum paycut equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, Including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or Its termination;

b. Any other employment related claims whatsoever Including but not limited to, claims
relating to wrongful termination, breach of contract (express or Implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (Intentional, fraudulent or negligent), estoppel, public policy violation,
whlstleblowlng, defamation, infliction of emotional distress (Intentional or negligent), negligence, personal
injury of any kind and Invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, Including but not limited to workers' compensation claims and the right to file a charge with or participate
in an Investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any Individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

- 2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding In which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11, Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideralion. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not In
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief Is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATIORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:
~
=s~n~tn~±i~e-~-o-n~~-----------------

Deputy Superintendent and Chief of Staff


Date: 1{ (] j ,I
Electronic Classroom of Tomorrow

Date: ___c~f-/'-=1:37)..:...1,!_7_ __

firmwida:l48417341.3 080982.9003

-4-
Tia Jipson 440655
Separation Date 7/5/2017
Current salary $ 32,671.50
Dailey Rate $ 153.39

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 153.39 $ 1,533.87 I

SICK
Cash out Total of Current Balance at 25%
2S%of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
96.4 12.05 3.0125 $153.39 $462.08

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Karen Jones on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position In which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including Its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever Including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistieblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

- 2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT In confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affecl its meaning or interpretalion.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief Is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

(~
By:
~B~rit~trr~~~i~er~s~o-n----------------------
Dale: ~ I/1 '> I / 0
Deputy Superintendent and Chief of Staff
E ectronic Classroom of Tomorrow

Date: ---'~'--,.__S_--'-l']__._
tirmwide:143417341.3 080982.9003

-4-
Karen Jones 479320
Separation Date 7/5/2017
Current salary $ 31,075.00
Dailey Rate $ 145.89

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 145.89 $ 1,458.92 1

SICK
Cash out Total of Current Balance at 25%
25%of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
72 9 2.25 $145.89 $328.26

Total $ 1,787.18

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Michael Kalka on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay''). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA. in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1. 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and Its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents. employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, allorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the lime you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

- 2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence In a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11 . Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained In this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

-3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating In any Investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to Individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:tlJ~
Brittn 1erson
Date: _7
4 1..r_C1..Lflll_17_,___ __
I I
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

Michael Kalka
~· ' 1 a
Date: _-_,/'-I-J/Iu2:..-+-'Z(l:::-'d.L-\--
r {

firm~icte:l48417341.3 080982.9003

. 4-
Michael Kalka 478756
Separation Date 7/5/2017
Current salary $ 32,075.00
Dailey Rate $ 150.59

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 150.59 $ 1,505.87 1

SICK
Cash out Total of Current Balance at 25%
25%of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
88 11 2.75 $150.59 $414.11

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Molly Kane on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises In this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay''). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Dale of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position In which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout') as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout') as it existed on your
Severance Date. If you are employed in a position in which you receive both sick lime and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of ail the
Severance Pay provided in this Agreement, you wHI forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act. the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

- 2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including Its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be In writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or Immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATIORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

,"~-~ "' .,
By: ;-r- -:.
; Date: --'-1+-"~.!.1_,.'-i-'--.-"-'_ _
BrittnyPierson I
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

Date:~ /t:.,._;l!J/1
Firmwide:l48417341.3 OB09S2.900J

-4-
Molly Kane 397038
Separation Date 7/5/2017
Current salary $ 33,826.65
Dailey Rate $ 158.81

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 158.81 $ 1,588.11 I

SICK
Cash out Total of Current Balance at 25%
25%of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
172 21.5 5.375 $158.81 $853.61

Total $ 2,441.71

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Melissa Kellogg on
behalf of yourself, your heirs, administrators, agents and representatives (''You") and Electronic Classroom
of Tomorrow, Including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay''). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement In
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic Information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a com plate defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and ali confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11 . Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

-3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be In writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:~
Brittny Pierson
Date: 1 /•), 5/11
Deputy Superintendent and Chief of Staff
Electronic C sroom of Tomorrow

Date: -L-1.-=.J_,____F-'---,/71---
Firmw'de:140417341.3 080982.9003

-4-
Melissa Kellogg 417711
Separation Date 7/5/2017
Current salary $ 32,765.75
Dailey Rate $ 153.83

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 153.83 $ 1,538.30 I

SICK
Cash out Total of Current Balance at 25%
25% of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
480 60 15 $153.83 $2,307.45

Total $ 3,84S.75

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Ruthie Khourie on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT').

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made In
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through July 31, 2017. Beginning on
August 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement Is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns.
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind. known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination:

b. Any other employment related claims whatsoever including but no! limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
Injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective dale of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

. 2.
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party Information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11 . Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOTs failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. Frorn the date you receive this Agreement. which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

. 3.
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, Jaw, regulation, rule or ordinance; or b) failed to
com ply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
Jaw or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:]~
Brittn 1erson
Date: _7-'-,i-(L,..C=-·'-'/'""'7'----
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

/:12~ nbldn~c
Ruthie Khoune
Date: _ _ i...:.....~.}_l_l_j,__t/.....:.__
Firmwide:l48417341.3 080982.9003

-4-
Ruthie Khourie 436645
Separation Date 7/5/2017
Current salary $ 30,056.00
Hourly Rate $ 14.45

Severance Payout I
Number of hourly to pay out Hourly Rate Amount owed
80 $ 14.45 $ 1,156.oo I

PTO
Cash out Total of Current Balance at 75%

Current Balance on 7/15/2017 75% of balance Current Total PTO


in hours to be paid out Hourly Rate Payout

44 33 $14.45 $476.85

Total Severance $ 1,632.85

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Courtney King on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through July 31, 2017. Beginning on
August 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condilion, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of LiabilitY. The offering, undertaking or signing of this Agreement are not In
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, Including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By: :--1~
Britlny Pi€0f1
Date: --"~'-1-/'-1_,_/Hi-"'""ll----
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

.d'-'--·1_1__
Date: _t..u,_.c..·

Firmwide:l48417341.3 080982.9003

- 4-
Courtney King 229946
Separation Date 7/5/2017
Current salary $ 32,622.43
Hourly Rate $ 15.68

Severance Payout I
Number of hourly to pay out Hourly Rate Amount owed
80 $ 15.68 $ 1,254.71 1

PTO
Cash out Total of Current Balance at 75%

Current Balance on 7/15/2017 75% of balance Current Total PTO


in hours to be paid out Hourly Rate Payout

31.1 23.325 $15.68 $365.83

Updated 7/17/2017

Tota I Severance $ 1,620.53


SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Joshua King on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5. 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through July 31, 2017. Beginning on
August 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d, Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities Involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to cla'1ms
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whislleblowing, defamation, infiiction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made In connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By: ~~(__
Britt11)1iersn
Date: J /1 1.1 1:-)
' I
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

Date: 9--/1(/ ) -;22


.fShuaKing
Firrr.widc: 148417 341. 3 0 80982. 9003

- 4-
Joshua King 318770
Separation Date 7/5/2017
Current salary $ 37,232.00
Hourly Rate $ 17.90

Severance Payout I
Number of hourly to pay out Hourly Rate Amount owed
80 $ 17.90 $ 1,432.oo 1

PTO
Cash out Total of Current Balance at 75%

Current Balance on 7/15/2017 75% of balance Current Total PTO


in hours to be paid out Hourly Rate Payout

18 13.5 $17.90 $241.65

Updated 7/17/2017

$ 1,673.65
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Gary Kleinpaste on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through July 31, 2017. Beginning on
August 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a malarial breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, stale or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safely
and Health Act, the Worker Adjustment Retraining and Notif1cation Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infiiction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for ali hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or laking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the lime you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT Information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting poss'1ble violations of any
law or regulation, making disclosures to, and/or participating in any Investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:~
Britt;;ypiefSO
Date: _/__:..J../_,_11...-=t/-'-1].J___ _

Deputy Superintendent and Chief of Staff


Electronic Classroom of Tomorrow

~"~
Firmwide:148417341.3 080982.9003
Date: __,_7/;--'-/1'-----'//c.__)_

-4-
Gary Klein paste 328980
Separation Date 7/5/2017
Current salary $ 37,024.00
Hourly Rate $ 17.80

Severance Payout I
Number of hourly to pay out Hourly Rate Amount owed
80 $ 17.80 $ 1,424.oo 1

PTO
Cash out Total of Current Balance at 75%

Current Balance on 7/15/2017 75% of balance Current Total PTO


in hours to be paid out Hourly Rate Payout

26 19.5 $17.80 $347.10

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") Is entered into between Christina Kocheran
on behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic
Classroom of Tomorrow, including its subsidiaries and affiliates, as well as their officers, direclors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay''). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30,2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through July 31, 2017. Beginning on
August 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Part'1es"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act. Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been property paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, Including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be In writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, Jaw, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board. Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted In
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:·3~ Date: 'E'j '=\ 1 CJ


Brittny~

Firmwide:l48417341.3 080982.9003

-4-
Christina Kocheran 259382
Separation Date 7/5/2017
Current salary $ 38,043.20
Hourly Rate $ 18.29

Severance Payout I
Number of hourly to pay out Hourly Rate Amount owed
80 $ 18.29 $ 1,463.20 I

PTO
Cash out Total of Current Balance at 75%

Current Balance on 7/15/2017 75% of balance Current Total PTO


in hours to be paid out Hourly Rate Payout

14.7 11.025 $18.29 $201.65

Updated 7/17/2017

Total Severance $ 1,664.85


SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Molly Kroehler on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay''). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are In any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, inftiction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

- 2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such Information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings ccntained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

-3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liabilitv. The offering, undertaking or signing of this Agreement are not In
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:J3~
Brittny arson
~ Date: -~-"-•~-"/;)'--'1'-f-j..Ltl_,___ _
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

~~Jxvv Date: __,8.,.)..1-/"'-'M,"-''fs-"'-1-'-//_,_·T_


1 1
Firmwide: 148411341.3 080982.9003

-4-
Molly Kroehler 488741
Separation Date 7/5/2017
Current salary $ 29,075.00
Dailey Rate $ 136.50

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 136.50 $ 1,36s.o2 I

SICK
Cash out Total of Current Balance at 25%
25% of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
58 7.25 1.8125 $136.50 $247.41

Total $ 1,612.43

Updated 7/17/2017

You might also like