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SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Hallie LeBlanc 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 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 employrrent 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 tihe 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 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 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:C1~
Brittny~
Date: --'1-//-"U::::''-ji.J..I")_,__ _ __
I I

Deputy Superintendent and Chief of Staff


Electronic Classroom of Tomorrow

Date:
-
/.> .201)
Hallie LeBlanc

Firmwide:l48417341,3 080982.9003

• 4.
Hallie LeBlanc 217737
Separation Date 7/5/2017
Current salary $ 33,883.20
Hourly Rate $ 16.29

Severance Payout I
Number of hourly to pay out Hourly Rate Amount owed
80 $ 16.29 $ 1,3o3.2o 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

220 165 $16.29 $2,687.85

Total Severance $ 3,991.05

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Jacob Lammers 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 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 not'1fy 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, infiiclion 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 lo 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: 1 I n ,,,


Brittf1YPi son '
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

,:f'c;._4-f / ~~ Date: l- 11. "2• I -=1


~acob Lammers

Cirrnwide:l48417341.3 080982.9003

-4-
Jacob Lammers 474915
Separation Date 7/5/2017
Current salary $ 60,480.00
Hourly Rate $ 29.08

Severance Payout I
Number of hourly to pay out Hourly Rate Amount owed
80 $ 29.08 $ 2,326.15 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

105 78.75 $29.08 $2,289.81

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Patricia Lanum 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 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/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 employmenl 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.

Date: G/I I J I/ i7

Date: (}/-"--J-
-.JLf§,L-'-'-F//k=--c:
Patricia /
E'irmwide:148417341.3 080982.9003

- 4-
Patricia Lanum 135170
Separation Date 7/5/2017
Current salary $ 38,064.17
Dailey Rate $ 178.71

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 178.71 $ 1,787.05 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
412 51.5 12.875 $178.71 $2,300.83

Total $ 4,087.88

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Erica Lee 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 lim'itation 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, 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,
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
Jaw, 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 ycu 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 lt. 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 (Wa'1ver 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~Jl~ - Date: --"'-o.J-f-=z.,_Jf-j,_oJ____


Bfittn\IP;e;:son
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow
'\ )
t lQ_JL Date: _ _ g....:./_1_::~-'/'-J:_u=--·\_l'---
Erica Lee

E"irmwide:l48417341.3 080982.9003

-4-
Erica Lee 266451
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 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
282 35.25 8.8125 $169.21 $1,491.13

Total $ 3,183.19

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Jared Lindenau 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 lhis 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
th'1s 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:~~
Brlt"Y~
Date: IJ t ] Jtl
DeputY. Superintendent and Chief of Staff
Electr ic assroom of Tomorrow

Date:
I
z-1-/-'-~-/
_7'-1-l-'-/ I
7_

"4-
Jared Lindenau 202507
Separation Date 7/5/2017
Current salary $ 42,328.00
Hourly Rate $ 20.35

Severance Payout I
Number of hourly to pay out Hourly Rate Amount owed
80 $ 20.35 $ 1,628.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

18 13.5 $20.35 $274.73

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Ashleigh Lolopulos
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 lhis 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 wh'1ch 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 forfe'it 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 oul 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, retal'lation 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 Jaw, 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 nan-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 ycu 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 nat 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: IS~·
BriitTliPii>"Of1
Date: '-"~ / I '-{1 7
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

Ashi~J~Sa/!+== Date: 1-1/· I]

firmwide:l48417341.3 080982.9003

• 4.
Ashleigh Lolopulos 178802
Separation Date 7/5/2017
Current salary $ 33,488.00
Hourly Rate $ 16.10

Severance Payout I
Number of hourly to pay out Hourly Rate Amount owed
80 $ 16.10 $ 1,288.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

196 147 $16.10 $2,366.70

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Erika Lomonico 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, 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,
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 carne 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 mean'1ng 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: rz~- f r/r;). SIIt 7


=B~rit~tn~~~i~~+f-n---------------------- Date

Deputy Superintendent and Chief of Staff


Electronic Classr of Tomorrow

Date: f(71J/jI T I

F'ir-mwide:l48417341.3 080982.9003

-4-
Erika Lomonico 341897
Separation Date 7/5/2017
Current salary $ 46,000.00
Dailey Rate $ 215.96

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 215.96 $ 2,159.62 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
298 37.25 9.3125 $215.96 $2,011.15

Total $ 4,170.77

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") Is entered Into between Brad Lucas 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 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 lime, you will receive a
lump sum payout equal to 25% of your sick lime 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 lime and paid time off, you
will receive a lump sum payout equal to 25% of your sick lime 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 Emoloyment 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:t3~
Brittn P1erson
Date: _I:..J/L.:::J..=-<5'-1-/.Lt7"----
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

Date: ----'/'-'-/-~1. ~. ./_I{_ __


Firmwide:l48417341.3 080982.9003

- 4-
Brad Lucas 91369
Separation Date 7/5/2017
Current salary $ 43,492.89
Hourly Rate $ 20.91

Severance Payout I
Number of hourly to pay out Hourly Rate Amount owed
80 $ 20.91 $ 1,672.80 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

76.5 57.375 $20.91 $1,199.71

Updated 7/17/2017

Total Severance $ 2,872.S2


SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Regina Lukich 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 August 15,2017.

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 thai 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.

Date: 7 In ,, -,
I I

Firt wide:l48417341.3 080982.9003

- 4-
Regina Lukich 437302
Separation Date 8/15/2017
Current salary $ 86,735.25
Hourly Rate $ 41.70

Severance Payout I
Number of hourly to pay out Hourly Rate Amount owed
80 $ 41.70 $ 3,335.97 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

171.4 128.55 $41.70 $5,360.49

Updated 7/17/2017

Total Severance $ 8,696.46


SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered Into between Kimberly Lunsford
on behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic
Classroom of Tomorrow, including its subsidiaries and affil'lates, 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 il 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 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 or 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

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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

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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 ycu 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 ycur 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: ~B . I{td .
' ' ' ~~- .:.:....---._.____--" .
Brittnyrson
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

Date: 02 l 0\ \ 2_Q\[
Firmwide: 148 417341. 3 080982. 9003

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Kimberly Lunsford 431415
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
84 10.5 2.625 $148.55 $389.95

Total $ 1,875.46

Updated 7/17/2017

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