SETTLEMENT AGREEMENT AND GENERAL RELEASE

The Board of Education of the Fairview Park City School District (the "Board") and Geoffrey G. Andrews ("Mr. Andrews") enter into this Agreement and General Release ("Agreement") and agree as follows. (The Board and Mr. Andrews are sometimes collectively referred to herein as the "Parties" and individually as a "Party.")

WHEREAS, on or about April 5, 2014, the Parties entered into an employment Contract for Mr. Andrews to serve as Superintendent (the "Contract"); and

WHEREAS, the Parties mutually agree that since the execution of the Contracts issues have arisen that have caused the Parties to agree to supersede the Contract with this Agreement; and

WHEREAS, the Parties mutually agree that in order to avoid the burden, expense and uncertainty of litigation or further dispute, and to resolve any and all known and unknown, asserted and unasserted disputes, controversies, claims, causes of action, complaints and issues (collectively, "the Claims") which th~y have or may have against one and other, the Parties are entering into this Agreement; and

WHEREAS, the Ohio School Boards Association ("OSBA") has contributed funds toward the settlement of this matter;

NOW, THEREFORE, in consideration of the mutual promises below, the Parties, intending to be legally bound, agree as follows:

Section 1. The Factual Background which has led to this Agreement.

Certain facts set forth below are known only to one Party. By including such facts below, the other Party is not thereby agreeing to or denying the accuracy of such facts.

a. Mr. Andrews has held various leadership roles in education, including as Superintendent of Schools, Oberlin School District, from March, 2006-July 20ll.

b. In July, 2011, Mr. Andrews became Head of School ("Director"), Western Academy of Beijing ("WAB"), an international school in Beijing, China.

c. Mr. Andrews and WAB signed an employment agreement ("WAB Employment Agreement") effective through July 31, 2016. The WAB Employment Agreement allowed either party to terminate it upon twelve (12) months' notice, and if terminated by WAB not for cause, it was obligated to maintain the terms of the W AB Employment Agreement for that subsequent twelve (12) month period, including providing reparation

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assistance. The W AB Employment Agreement was signed on behalf of W AB by C. Christopher Alberti, W AB Board Chair.

d. Subsequent to the execution of the W AB Employment Agreement, in or about August, 2012, Mr. Alberti left as WAB Board Chair and the WAB Board changed, which changed the relationship between W AB and Mr. Andrews. As a result, after amicable discussions W AB and Mr. Andrews entered into a subsequent agreement, which is confidential (the "W AB Confidential Agreement'), detailing his relationship with W AB and pursuant to which, Mr. Andrews' last day of active employment in China was on or about June 19, 2014. As a result of the WAB Confidential Agreement, on or about August 4, 2013, Mr. Andrews was placed on "Garden Leave" with continuation of his same pay and benefits. W AB publicly armounced this change at the time it occurred, and references to Mr. Andrews being the Director were removed from WAB's website. After executing the W AB Confidential Agreement, Mr. Andrews and his family continued to reside in Bejing and his daughter continued as a student at W AB.

e. In or about October, 2013, Mr. Andrews began the interviewing process to become a superintendent in an Ohio school district. Among the other job positions Mr. Andrews sought, he applied to become the superintendent for the Fairview Park City School District (the "District"). As part of that process, in February, 2014, he applied on line through the Ohio School Boards Association ("OSBA"), which was the search consultant for the Board regarding its superintendent's position. As part of that process, Mr. Andrews sought to provide six references: (i) Ms. Marci Alegant-Oberlin BOE President during Mr. Andrews' hiring and his first 21 months' tenure as Superintendent in Oberlin; (ii) Mr. Chris Alberti-W AB Board Chair during the hiring process and first year of Mr. Andrews' tenure as Director at WAB; (iii) Ms. Beth Weiss-BOE President during part of Mr. Andrews' tenure in Oberlin; (iv) Ms. Kathleen Lowery-former Granville Superintendent and BASA Executive who worked closely with Mr. Andrews on several statewide initiatives; (v) Mr. Eric Norenberg-Oberlin City Manager who partnered with Mr. Andrews on several projects and a Fairview Park High School graduate; and (vi) . Mr. John Schroth-current Oberlin Superintendent and who served as Assistant Superintendent under Mr. Andrews at Oberlin. In entering these names into the OSBA application system, the system initially stopped at five names. Mr. Andrews believed the six named references would provide a more complete picture of his abilities. Accordingly, on February 18, 2014, Mr. Andrews e-mailed OSBA and asked if he could provide a sixth reference, and was advised that he could. Although his application only lists references from Alegant, Weiss, Lowery, Norenberg and Alberti, Mr. Andrews sent the reference link to Mr. Schroth, who also submitted a reference. On March 3, the OSBA system generated an e-mail to Mr. Andrews saying in part: "Please do not forget to have your references fill

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out the online reference form. We must have five (5) competed forms in order to consider your application for this position."

Based upon the e-mail, Mr. Andrews reminded all of his references to submit their letters to OSBA. Two days later, on March 5, 2014, Mr. Chris Alberti submitted his reference to the OSBA system.

f. Each of the six references were submitted to and received by OSBA. However, Mr. Chris Alberti's recommendation (the Recommendation") was the last to be received. Apparently, due to the limitations in OSBA's system, and unbeknownst to Mr. Andrews, OSBA never forwarded the Recommendation to the Board.

g. The Recommendation, in its entirety, stated the following regarding the questions asked and the responses given:

Please use this space to comment on the ratings you have given and to provide any additional information including strengths and weaknesses you believe would be helpful in evaluating the candidate

"Geoff is an exceptional person, a brilliant educator and strong leader. We were lucky to recruit him to WAB, and his early departure is testimony for a failure of governance at the school and on the part of the new chair, not in Geoff's abilities or leadership._ Geoff took on two tough assignments and "sacred cows" at the Board's request-major fond raising and reform of our inferior Chinese language and studies program---and he paid the price when he found that he did not have his chair and the board behind him. My only comment on Geoff is that he might have picked up some of the signals earlier that the support was not there. " Do you know of any reason a board of education should not consider the candidate for this position?

HNo"

If you were a member of a Board would you vote to employ the candidate?

"Yes"

Please use this space to comment on the ratings you have given and to provide any additional information including strengths and weaknesses you believe would be helpful in evaluating the candidate

"Geoff is an exceptional person, a brilliant educator and strong leader. We were lucky to recruit him to WAB, and his early departure is testimony for a failure of governance at the school and on the part of the new chair, not in Geoff's abilities or leadership. Geoff took on two tough

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assignments and "sacred cows" at the Board's request-major fund raising and reform of our inferior Chinese language and studies program-and he paid the price when he found that he did not have his chair and the board behind him. My only comment on Geoff is that he might have picked up some of the signals earlier that the support was not there. That is the Chair's job, and I found him a pleasure to work with, communicative, open to ideas, and creative. I invested a great deal of time to make the relationship work, as any chair would. I know for a fact that my successor, who is not an american [sic}, did not. Geoffwould benefit from a strong and engaged board looking for a smart, experienced, enegertic [sic} and capable leader. I would hire him again in a nanosecond. You would be lucky to have him I am happy to speak to any search committee if you have any fort her questions. "

h. Contemporaneously with providing the Recommendation to OSBA, Mr. Alberti advised Mr. Andrews that he, Mr. Alberti, had submitted it and that in the Recommendation he had noted that Mr. Andrews was no longer the Director at W AB and provided some background information as to how that occurred. (The entirety of that recommendation is set forth above in the preceding paragraph).

1. Mr. Andrews' vitae, which was part of the application materials he provided to the Board through the OSBA, stated "Head of School, Western Academy of Beijing; overseas role beginning July, 2011 ". The application OSBA provided to the Board stated, in part, that his contract expired June 30, 2014 and that his Position Title was Head of School 2011-14. In response to the Application form question, "May we contact your current employer," Mr. Andrews indicated "No."

J. Wben Mr. Andrews met with the Board on or about April 2, 2014, he assumed that the Board was aware that he was no longer the Director at W AB, at least in part, based upon the Recommendation. In fact, for the reasons set forth below, the Board was not aware of the Recommendation until after the Contract had been executed.

k. Mr. Andrews flew in from Beijing, China and was present in Ohio from on or about March 29 through AprilS, 2014. He met with Board the night of April 2, 2014. At that meeting there was no discussion regarding how long he was the Director at WAB. Mr. Andrews had made known and Board was aware that he wanted to have a tentative agreement, if possible, before he returned to China. The Board also aware that Mr. Andrews was actively pursuing a superintendent's position at other school districts. OSBA's representative Kathy Lasota (who was in charge of the search) advised the Board that Mr. Andrews was the best candidate available, and that he was interviewing with other districts and urged the Board to act quickly. Given these facts, and after much deliberation, the Board made the decision to deviate from its normal search process and called Mr.

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Andrews late that evening to offer him the superintendent's position, subject to agreement on final terms in a written contract. Mr. Andrews accepted, subject to a final written contract. During their conversation, Mr. Andrews proposed, and Board President Shucofsky agreed, that they would meet face-to-face for coffee the next morning before Mr. Shucofsky was required to go out of state to attend the National School Boards Association Conference that weekend.

1. Mr. Andrews and Board President Shucofsky met for coffee on April 3. Only the two of them were present for that meeting. Their respective representations of what occurred at that meeting differ, irreconcilably, and those differences and communications regarding those differences have led to a much deeper schism between the Board and Mr. Andrews, such that the Parties agree that entering into this Agreement is the most beneficial outcome for all concerned.

With respect to that April 3'd meeting, both Mr. Andrews and Mr. Shucofsky agree: (i) that Mr. Andrews did refer to a change in his status at W AB; (ii) that the specific timing of that change was not otherwise discussed; and (iii) the result of that meeting did not change the Parties' movement toward reaching the final Contract. However, beyond these facts, there is little, if any agreement.

m. Sometime after June 6, 2014, the Board became aware, through the Board's counsel that, notwithstanding the fact that Mr. Andrews' application had listed Mr. Alberti as one of his five ( 5) named references and that on or about March 5, 2014, OSBA had received the Recommendation as part of Mr. Andrews' submission, OSBA never forwarded to the Board the Recommendation from Mr. Alberti. OSBA claimed it never even opened or reviewed the Recommendation until Mr. Alberti requested a copy of his recommendation from the OSBA, on or about June 6, 2014.

Section 2. Consideration.

In consideration for signing this Agreement, the Board will pay Mr. Andrews the sum of One Hundred Fifty Thousand Dollars ($150,000) within five (5) business days of the execution ofthis Agreement.

Section 2. General Release of Claims.

a. ___ Mr. Andrews knowingly and voluntarily releases, waives and forever discharges the Board, its Members, the Fairview Park School District, their insurers, predecessors, successors and assigns, and their current and former directors, officers, managers, agents, supervisors, and employees, in their business capacities, as well as the OSBA, its insurers, predecessors, successors and assigns, and their current and former

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directors, officers, managers, agents, supervisors, and employees, in their business capacities (collectively referred to throughout this Agreement as the "Released Parties"), of and from all claims, demands, disputes and causes of action, known, asserted or unasserted, that Mr. Andrews has or may have against any of the Released Parties as of the Effective Date of this Agreement, including but not limited to any alleged violation of:

The Fair Labor Standards Act; Title VII of the Civil Rights Act of 1964; Sections 1981 through 1988 of Title 42 of the United States Code; The Employee Retirement Income Security Act of 1974

("ERISA")( except for any vested benefits under any tax qualified benefit plan);

The Immigration Reform and Control Act; The Americans with Disabilities Act of 1990, as amended; The Genetic Information Nondiscrimination Act of2008; The Age Discrimination in Employment Act of 1967 ("ADEA''); The Older Workers Benefit Protection Act ("OWBPA"); The Equal Pay Act; The Pregnancy Discrimination Act; The Workers Adjustment and Retraining Notification Act; The Fair Credit Reporting Act; The Family and Medical Leave Act; The Uniformed Services Employment and Reemployment Rights

Act of 1994; The National Labor Relations Act; Ohio Civil Rights Act, Ohio Rev. Code 4112.01 et seq.; Ohio Age Discrimination in Employment Act, Ohio Rev. Code

4112.14; Ohio Whistleblower Protection Act, Ohio Rev. Code 4113.51 et

seq.; Ohio Statutory Provisions Regarding Retaliation/Discrimination

for Pursuing a Workers Compensation Claim, Ohio Rev. Code 4123.90;

Ohio Minimum Fair Wages Act, Ohio Rev. Code 4111.01 et seq.;

Ohio Wage Payment Act, Ohio Rev. Code 4113.15; " Ohio Uniformed Services Employment and Reemployment Act,

Ohio Rev. Code 5903.01, 5903.02; Defamation Any other federal, state or local law, rule, regulation, or ordinance

and the common law; Any claim that any of the Released Parties jointly or severally,

breached or interfered with any express or implied contract, duty, promise, term or condition towards Mr. Andrews;

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Section 3.

Any claim for promissory estoppel, violation of public policy, infliction of mental or emotional distress, loss of consortium, invasion of privacy, false light, fraud, negligence, intentional tort, breach of express or implied contract, or defamation arising out of or in the course and scope of Mr. Andrew's employment; and/or;

Any basis for recovering costs, fees, or other expenses including attorneys' fees incurred in these matters.

-b ....... The Released Parties release, waive, and forever discharge Mr. Andrews from any and all claims, actions, demands, obligations or agreements of any kind, known at this time, whether asserted or unasserted, that they may have against Mr. Andrews, including but not limited to those matters arising out of, or connected with Mr. Andrews' employment with the Board. This Agreement includes, but is not limited to, all matters in law, in equity, in contract, or in tort, or pursuant to statute or ordinance, including damages, attorneys' fees, costs and expenses.

c. ______ _It is expressly agreed and understood that the Releases stated in this Section are GENERAL RELEASES. The Releases do not apply to any claims that may arise after the Effective Date of this Agreement or that under controlling law may not be released by private agreement.

Acknowledgments and Affirmations.

a. Each Party affirms that such Party has consulted with or had the opportunity to consult with counsel of the Party's choosing about this Agreement, that each Party understands this Agreement, and that each Party freely and knowingly enters into this Agreement;

b. Each Party affirms that such Party presently is not a party to any claim against the other Party or any ofthe Released Parties that is being released pursuant to this Agreement.

c. Each Party further agrees and covenants that such Party will never file a lawsuit or other type of legal claim or cause of action, authorize any other person or entity to file a lawsuit or legal proceeding on that Party's behalf, as it relates to any claims that have been released pursuant to this Agreement;

The Parties acknowledge that this Agreement does not limit either Party's right, where applicable, to file or participate in an investigative proceeding of any federal, state or local governmental agency.

Section 4. Consequences of Breach.

The Parties acknowledge and agree that in the event either Party should breach or violate any provision of this Agreement, the breaching Party shall be subject to legal action and

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