SEPARATION AGREEMENT AND GENERAL RELEASE, This Separation Agreement and General Release (“Agreement”) is entered into between The Nevada State Board of Dental Examiners, by and through its current Members (the “Board” or “Employer”)) and Melanie Bernstein Chapman, Esq. (“Employee”) (collectively referred to herein as the “Parties”) as of seven (7) days after the date executed by the Employee, providing this Agreement has been previously approved by the Board (the “Effective Date”). 1. Separation Date For purposes of this Agreement, Employee’s contract’s termination without cause date is thirty (30) days from the date this Agreement is approved by the Board. Per Agreement between the parties, employee’s last day of employment with the Board will be thirty (30) days from the date this Agreement is approved by the Board (“Separation Date”). Employee ‘will cease reporting to work effective January 17, 2020. During the period between approval of this Agreement and the Separation Date, Employee will continue to receive her regular compensation on regularly-scheduled payroll dates, and to accrue annual leave and sick leave. 2. Final Payment of Wages Employee will receive all of Employee’s unpaid wages in accordance with Nevada law and Paragraph 8(b)(1) of Employee’s Employment Agreement, dated September 11, 2017, including but not limited to accrued unused vacation days through the Separation Date. All payments will be subject to applicable deductions and withholdings required by law and will be paid on regularly-scheduled payroll dates up to and including the Separation Date. Any unpaid wages between the last regularly-scheduled payroll date and the Separation Date will bee paid on or before the next regularly-scheduled payroll date following the Separation Date. 3. Benefits and COBRA Coverage Employee's family medical, dental, and vision insurance will terminate on February 29, 2020, Employer-paid Consolidated Omnibus Budget Reconciliation Act (“COBRA”) benefits will be provided to Employee and, if applicable, Employee’s spouse and/or children, for three (3) months following the Separation Date, or through May 31, 2020, Beginning on June 1, 2020, Employee may elect to continue to receive COBRA benefits at Employee's expense. 4. Return of Property On or before the Separation Date, Employee must retum all Board property including alarm codes, keys, laptops, computers, telephones, credit cards, Employee hereby represents that she has, on or before the date of this Agreement, returned all property identified above,5. Separation/Severance Benefits In consideration for the Employee's execution and compliance with this Agreement, including the waiver and release of claims in Section 6, and pursuant to Paragraphs 8 (b) and 9 of Employee’s Employment Agreement with the Board, per the attached addendum, the Board acknowledges its obligation and agrees to provide the following benefits (“Separation Benefits”) to Employee: (@) A lump sum amount equal to an additional sixty (60) days’ Base Salary, less applicable taxes and withholdings, as set forth at Paragraph 8(b)(2) of Employee’s Employment Agreement (“Separation Payment”). The Separation Payment shall be paid to Employee on or before Employer's next scheduled payroll date after the Separation Date, (b) Employer-paid COBRA benefits for three (3) months beginning on March 1, 2020 and ending on May 31, 2020, as set forth at Paragraph 8(b)(5) of Employee’s Employment Agreement, and as noted above in paragraph 3 of this Agreement. (©) All unreimbursed business expenses properly submitted to Employer, according to the procedures contained in the Employee Handbook, within seven (7) days of the Separation Date. Employee agrees and understands that payment of the above Separation Benefits noted herein are contingent upon the Employee’s execution of a standard general release of claims, provided, however, that the Employee is not required to release any indemnification rights or continuing rights to benefits under Employer’s benefit plans, in accordance with the terms and conditions of this Agreement and/or of such plans. In addition, the Board acknowledges its obligation and agrees to provide the following: (@) The Board agrees to pay the costs and fees of Employee’s legal representation in on- going litigation and/or any future civil action brought against Employee based on any alleged act or omission relating to the person’s public duties or employment if (1) within 15 days after service of a copy of the summons and complaint or other legal document commencing the action, the person submits a written request for defense to Employer, and (2) the act or omission on which the action is based appears to be within the course and scope of public duty or employment and appears to have been performed or omitted in good faith. For purposes of this Paragraph 5(d), the current litigation contained in Eighth Judicial District Court Case No. A-18-776725-W and/or Eighth Judicial District Court Case No. A-19-802490-C will be deemed to have met the requirements, 6. General Release of Claims (a) General Release and Waiver of Claims. In consideration of the Separation Benefits provided in Employee’s Employment Agreement and this Agreement, Employee releases and forever discharges the Board and its current and former employees, officers, directors,members and attorneys, their benefit plans and programs and their administrators and fiduciaries (collectively referred to throughout the remainder of this Agreement as “Releasees”) of and from any and all claims, demands, and causes of action, obligations, judgments, rights, fees, damages, debts, obligations, liabilities, and expenses (inclusive of attorneys’ fees) of any kind whatsoever (collectively, "Claims"), whether known or unknown, asserted or unasserted, which Employee has or may have against Releasees as of the date of Employee’s execution of this Agreement, including but not limited to, any alleged violation of: + 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; + The Age Discrimination in Employment Act of 1967 (“ADEA”) + The Worker Adjustment and Retraining Notification Act; + The Fair Credit Reporting Act; + The Family and Medical Leave Act; + The Equal Pay Act; + The Genetic Non-Discrimination Act of 2008; + Any other federal, state, or local law, rule, regulation, or ordinance that legally may be released; + Any public policy, contract (express and implied), tort, or common law, including but not limited to claims of breach of an expressed or implied contract, tortious interference with contract or prospective business advantage, breach of the covenant of good faith and fair dealing, promissory estoppel, detrimental reliance, invasion of privacy, nonphysical injury, personal injury or sickness or any other harm, wrongful or retaliatory discharge, fraud, defamation, slander, libel, false imprisonment, or negligent or intentional infliction of emotional distress; or + Any basis for recovering costs, fees, or other expenses including attorneys’ fees incurred in these matters. (b) Claims Not Released. Employee is not waiving any rights Employee may have to: (a) Employee’s own vested accrued employee benefits under Employer's health, welfare, or retirement benefit plans as of the Separation Date; (b) benefits and/or the right to seek benefits under applicable workers’ compensation and/or unemployment compensation statutes; (¢) pursue claims which by law cannot be waived by signing this Agreement; (4) enforce this Agreement; and/or (¢) challenge the validity of this Agreement. If Employee brings any legal action challenging the validity of this Agreement pursuant to subsection (¢) of this Paragraph 6(b), Employee agrees to immediately repay the Separation Benefits provided herein, Failure by the Board, through its employees, staff or members to provide the salary and benefits stated in Paragraphs 2, 3 and 5 of this Agreement, renders the General Release and Waiver of Claims in above Paragraph 6(a) null and void. Any action by the Board through its1. employees, staff or members which attempts to void the provisions of Paragraph 8(b) of the Employee's Employment Agreement renders Employee’s termination, this Agreement and Employee's General Release and Waiver of Claims void. (© Governmental Agencies. Nothing in this Agreement prohibits or prevents Employee from filing a charge with or participating, testifying, or assisting in any investigation, hearing, or other proceeding before any federal, state, or local government agency. However, to the maximum extent permitted by law, Employee agrees that if such an administrative claim is made against the Board, its employees, staff or members for actions taken with respect to the Employee in their capacity as Board employees, staff or members, Employee shall not be entitled to recover any individual monetary relief or other individual remedies from the Board, its employees, staff or members for actions taken in their official capacity as Board employees, staff or members, Nothing in this paragraph prevents Employee from recovering monetary relief or other individual remedies from any other person not affiliated with the Board on or before the Separation Date or for actions taken by Board employees, staff or members in their individual capacities and/or in their official or individual capacities following the Separation Date. Unemployment Benefits and References Employer agrees that it will not contest Employee's eligibility for unemployment benefits. In response to any inquiry regarding the employment of Employee, all prospective employers will be asked to contact the Executive Director or Interim Executive Director of the Employer, and such person shall furnish only Employee’s salary history, position held and dates of employment with Employer. No other information, whether written or oral, shall be given without the express written consent of Employee, However, it is fully understood that if requested by a governmental agency or court order or subpoena, Employee's personnel file may be disclosed. If employment inquiries or job reference requests are made to someone other than the Executive Director or to others affiliated or previously affiliated with Employer at the express request of Employee, Employee understands and agrees to hold Employer harmless from any damage or claim that she may suffer if other information is provided. Nothing in this Agreement prevents Employee from secking employment with any other Board, Commission, Agency, Department, Office or Affiliate of the State of Nevada, Further, nothing in this Agreement prevents future employment of Employee by the Board should future members of the Board and Employee wish to renew their professional affiliation, Continuing Obligations Employee understands and agrees that she continues to be bound by the Confidentiality Provisions and Restrictive Covenants found at Paragraph 5 of Employee’s Employment Agreement, which remain enforceable and binding and remain in full force and effect inaccordance with their terms. Employee agrees to comply with the terms stated therein. Breach of the Prior Agreements by Employee shall be considered a breach of this Agreement 9. Non-Disparagement Employee and Employer, by and through its employees, staff, members and agents promise and agree that neither shall at any time make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the other. This section does not, in any way, restrict or impede Employee from exercising protected rights (for example, rights under the National Labor Relations Act (NLRA)) to the extent that such rights apply and cannot be waived by agreement, or from complying with any applicable law or regulation or a valid subpoena or order of a court of competent jurisdiction or an authorized government agency, Breach of this Non-Disparagement clause shall be considered a breach of this Agreement and, notwithstanding the General Release and Waiver of Claims, may give rise to any applicable causes of action or availability of monetary relief. 10, Additional Terms (a) Employee Representation. Employee represents that Employee has not filed, commenced, or in any other way participated in the bringing of an action, proceeding, or claim of any kind, judicial, administrative, or otherwise, against Releasees relating to Employee’s employment with Employer. (b) Employee Affirmation. Employee affirms that, upon receipt of the Separation Benefits, Employee will have been paid and/or will have received all compensation, wages, bonuses, commissions, and/or benefits to which Employee may be entitled. (©) No Admission of Liability. Employee agrees that this Agreement shall not be deemed or construed at any time for any purpose as an admission by the Employer of any liability, wrongdoing, or unlawful conduct of any kind. Employer agrees that this Agreement shall not be deemed or construed at any time for any purpose as an admission by the Employee of any liability, wrongdoing, or unlawful or unethical conduct of any kind. (@ Attorney Consultation and Fees. Employee acknowledges and confirms that Employer has encouraged Employee to consult an attorney, that Employee has had the opportunity to consult with an attorney prior to executing this Agreement, and that Employee cither consulted with an attorney or waived the right to do so. Employee further agrees that any fees and expenses of Employee’s attomey[s] to review this document will be Employee’s sole responsibility, (©) Time for Signing and Revocation of Agreement. Employee knowingly and voluntarily waives all rights and claims arising under the Age Discrimination in Employment Act of 1967 (ADEA) that she may have against the State of Nevada or Employer except a charge, claim or action based upon rights or claims that may arise under the ADEA after the date Employee signs this Agreement and Release. The rights and claims waived in this Agreementand Release are in exchange for additional consideration over and above anything to which Employee would be otherwise entitled. Federal law provides that the Employee may have 21 calendar days from receipt of the agreement to review and consider this agreement before signing it, Employee further understands that she may use as much of this 21-day period as she wishes prior to signing and delivering this agreement. Employee expressly acknowledges and agrees that any waiver of the 21 calendar day period is made freely, voluntarily and with full knowledge of Employee’s rights. Federal law further provides that Employee may revoke this Agreement and Release within seven (7) days of the Employee signing and delivering this Agreement and Release. Federal law also requires that Employee be advised to consult with an attorney before signing this Agreement and Release. Employee expressly acknowledges she has been informed of these rights, and after an opportunity to consult with an attomey, Employee waives the above rights and claims arising under the ADEA. Employee further understands that Employee may revoke this Agreement at any time during the seven (7) days following the date of Employee’s execution of this Agreement by giving vritten notice of revocation within this period, in person or in writing, to Nevada Deputy Attomey General Rosalie Bordelove, Esq. If Employee revokes this Agreement, Employee acknowledges that Employee will not be entitled to receive the Separation Benefits provided herein. (f) Acceptance. To constitute a legally binding acceptance of this Agreement by Employee, it must be executed by Employee on or before the Separation Date. (g) Counterparts. This Agreement may be executed in separate counterparts and by facsimile, and each such counterpart will be deemed an original with the same effect as if the Parties had signed the same document. (A) Assignment of Rights. Each of the Parties hereto represents and warrants that it has the power and authority to enter into this Agreement and that it has not assigned or otherwise conveyed, or attempted to convey, any of the rights released herein, (@ Successors. This Agreement shall be binding upon and inure to the benefit of each Party to this instrument, and to all employees, agents, servants, insurers, legatees, attorneys, predecessors, successors, assigns, heirs, executors, parents, officers, directors, shareholders, and joint venturers of each Party to this Agreement. (@) Agreement Not To Be Construed Against Any Party. Each Party acknowledges that it has participated in the drafting and preparation of this Agreement, and hence no rule of construction may be used to construe this Agreement against any Party by virtue of that Party's role in drafting this Agreement. () Captions and Headings. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience, and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.() Consequences of Breach. Employee and the Employer agree that if either party breaches any provisions in this Agreement, the prevailing party will be entitled to recover its damages, including reasonable attorney’s fees and costs, in any lawsuit or action brought to enforce this Agreement. (m) Governing Law/Severability. This Agreement shall be governed and conformed in accordance with the laws of the State of Nevada without regard to its conflict of laws provision, In the event of a breach of any provision of this Agreement, either party may institute an action specifically to enforce any term or terms of this Agreement and/or to seek any damages for breach or as a result of the breach. Should any provision of this Agreement be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, such provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect. 11. Complete Agreement This Agreement contains the complete agreement of the Parties relating to the Employee’s separation from employment and the subject matter of this Agreement, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, between the Parties, except as provided in section 8 of this Agreement. The Parties further understand and agree that this Agreement can be amended or modified only by a viritten agreement, duly signed and executed by both Parties. AGREED: Nevada State Board of Dental Examiners By and through its Members as of the Date of Execution, as represented by: Di iain Moore dos / Pres, hove hfe Printed name of authorized signor /Title Date’ Mélanie Bernstein Chapman, Esq. 17/2020 Sigdature Date