SUPERINTENDENT EMPLOYMENT AGREEMENT. THIS SUPERINTENDENT EMPLOYMENT AGREEMENT ( Agreement ), made and entered into this day of, 2016 by and between:

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1 SUPERINTENDENT EMPLOYMENT AGREEMENT THIS SUPERINTENDENT EMPLOYMENT AGREEMENT ( Agreement ), made and entered into this day of, 2016 by and between: The STATE COLLEGE AREA SCHOOL DISTRICT, a school district of the second class organized and existing under and pursuant to the Public School Code of 1949, as amended, 24 P.S. Section 101 et seq. ( School Code ), and having its administrative offices at 131 West Nittany Avenue, State College, Pennsylvania ( District ) AND ROBERT J. O DONNELL, Ed.D., an individual who resides at 1275 North Foxpointe Drive, State College, Pennsylvania ( Dr. O Donnell ). BACKGROUND OF AGREEMENT WHEREAS, Dr. O Donnell is in the final year of his initial five (5) contract; and WHEREAS, District and Dr. O Donnell have agreed on the terms and conditions of a second five (5) year contract; and WHEREAS, at its regularly scheduled meeting on, 2016, the Board of School Directors ( Board ) took action to elect Dr. O Donnell as Superintendent of Schools for the aforementioned second five (5) year contract; and WHEREAS, Board and Dr. O Donnell desire to enter into this Agreement setting forth and memorializing the terms and conditions of the contract. NOW, THEREFORE, the parties hereto, intending to be legally bound and in consideration of the mutual covenants herein contained, do hereby agree as follows: 1. The District does hereby employ Dr. O Donnell to serve in the capacity of Superintendent of Schools for a term of five (5) years, commencing on the first day of July, 2016 and ending on the 30th day of June, Dr. O Donnell agrees to accept said employment for said term. 2. During the term of this Agreement, Dr. O Donnell shall serve as Superintendent of Schools, and shall perform the duties of the Superintendent in a competent and professional manner, and in accordance with the laws of the Commonwealth of Pennsylvania, the policies of the District, and the regulations of the Board, as each may be amended from time to time. Prior to July 1, 2016, the Board and Dr. O Donnell will update a mutually agreed upon job description, setting forth the duties of the Superintendent. 3. Dr. O Donnell covenants that he possesses, and shall continue to possess during the term of this Agreement, and any renewals and/or extensions hereof, all of the qualifications that are required by law to serve as a superintendent of schools, and in 1

2 particular Dr. O Donnell shall maintain a valid and current Commission, and such other credentials as may be required by law, and to present the same to the Board. Dr. O Donnell shall subscribe to and take the proper oath of office before entering upon his duties as Superintendent of Schools. Dr. O Donnell shall devote his time, skill, labor, and attention to said employment, however, Dr. O Donnell, at his discretion and to the extent not prohibited by the laws of the Commonwealth of Pennsylvania, the policies of the District, the regulations of the Board, may undertake speaking engagements, writing, lecturing, or other professional duties and activities, so long as any such undertakings do not interfere with the performance of his duties as Superintendent of Schools. Any compensation for such undertakings shall belong to Dr. O Donnell. 4. Dr. O Donnell expressly warrants and represents that he does not and shall not have, during the term of this Agreement, any financial interest, direct or indirect, in the sale or adoption of any book or books, or supplies to the District. Dr. O Donnell expressly warrants and represents that he has not and shall not accept, during the term of this Agreement, any compensation for services rendered in connection with the public schools within the District, except the compensation provided for in this Agreement. Dr. O Donnell further warrants that he has not violated the provisions of the School Code as they apply to the qualification for or election of a superintendent of schools. 5. Prior to August 1 of each year during the term of this Agreement, the Board shall meet with Dr. O Donnell to have a private discussion of their working relationship, evaluation of job performance, salary review, and a discussion of objective performance standards and district goals for the ensuing year. The performance of Dr. O Donnell shall be assessed in part against the objective performance standards that have been mutually agreed upon by the Board and Dr. O Donnell subject to the requirements of Act 82 of The Board will also assess Dr. O Donnell s performance in part against mutually agreed upon annual goals. As required by law, the Board shall post annually the mutually agreed upon objective performance standards on the District website and shall also annually post the date of Dr. O Donnell s annual performance assessment and whether or not Dr. O Donnell met the agreed upon objective performance standards. No other information regarding Dr. O Donnell s performance assessment shall be posted on the District website or in any other manner disclosed by the District unless expressly required to do so by state or federal law. The Board and Dr. O Donnell hereby mutually agree to establish objective performance standards and district goals on or before August 15, 2016 which shall be reviewed and updated as necessary on or before August 15 of each year of this Agreement unless another date is mutually agreed upon by the Board and Dr. O Donnell. By January 30 of each school year, the Board shall provide Dr. O Donnell with written feedback regarding his performance in regard to the above mentioned performance standards and annual goals for the then current school year. Notwithstanding the foregoing, it is understood and agreed that the objective process, with objective standards, may have some subjective elements and/or criteria. 2

3 6. Dr. O Donnell shall attain and maintain membership in, and become and remain active in applicable community organizations and professional associations, the specific scope and extent of which shall be outlined by Dr. O Donnell to the Board. The District shall pay and/or reimburse Dr. O Donnell for the reasonable costs associated therewith. 7. Prior to October 1 of each year during the term of this contract, Dr. O Donnell shall present the Board president and vice president with a written overview of an annual plan for professional development. The District shall pay and/or reimburse Dr. O Donnell for the reasonable costs associated therewith. 8. For the school year commencing on July 1, 2016, the District shall pay to Dr. O Donnell and Dr. O Donnell accepts an annual salary of One Hundred Ninety-Seven Thousand Five-hundred ($197,500.00) U.S. Dollars, pro rated for any partial year. The amount so determined shall be paid in equal installments in accordance with the policy of the District governing salary payments to the majority of regularly employed professional employees of the District, or as otherwise agreed between the parties hereto. Commencing on July 1, 2017, and each July 1 thereafter through the end of the term of this agreement, Dr. O Donnell s salary shall be increased by two (2%) per cent, and upon satisfactory completion of mutually agreed upon goals, he shall be eligible for up to an additional one and one-half (1.5%) per cent, which shall become a part of the base salary. Any adjustment to Dr. O Donnell s salary pursuant thereto shall be in the form of an amendment to this Agreement and shall become part of this Agreement. 9. On or before June 30, 2017, and on or before each June 30 thereafter through the end of the term of this agreement, the District shall pay into Dr. O Donnell s 403(b) account the sum of Ten Thousand ($10,000.00) U.S. Dollars. 10. Dr. O Donnell s work year shall consist of two hundred sixty-one (261) days. 11. For the purpose of routine District-related travel, the District shall compensate Dr. O Donnell the sum of Two Hundred and Fifty ($250.00) U.S. Dollars each month. Dr. O Donnell shall be liable for and shall otherwise pay taxes on any imputed value of this benefit, and in accordance with IRS rules, regulations, and guidelines. 12. The District shall provide benefits to Dr. O Donnell as enumerated in the then existing Act 93 Administrative Compensation Plan and/or Collective Bargaining Agreement with the State College Area Education Association, unless specifically otherwise set forth herein, in which case the provisions set forth herein shall control. 13. Subject to usual and customary underwriting approval, the District shall provide and/or reimburse Dr. O Donnell for the cost of a term life insurance policy in the amount of One Million ($1,000,000.00) U.S. Dollars. 3

4 14. The District shall provide family medical and dental insurance coverage for Dr. O Donnell, his spouse, and dependent children. Dr. O Donnell shall pay for the percentage of contribution that is contained within the Act 93 Administrative Compensation Plan (e.g. premium sharing, deductibles, office visit co-pays, etc.). Coverage shall be consistent with the District s healthcare plan. 15. Dr. O Donnell shall receive twenty-seven (27) vacation days annually, exclusive of legal holidays. Vacation shall be taken during the fiscal year in which it is earned unless provided otherwise by District Policy or authorized by Board action. Notwithstanding the foregoing, Dr. O Donnell may accumulate vacation days up to two times the accrual rate. Dr. O Donnell may also elect to work instead of taking vacation days, and if he so elects, he may do so for a maximum of ten (10) days annually, and he shall be compensated at his then per diem rate for each day so worked. 16. Dr. O Donnell and/or his current spouse shall be eligible for retiree health insurance benefits through the District if he completes the full term of this agreement (i.e. if he remains employed by the District as superintendent of schools through June 30, 2021) and then retires. If those conditions are satisfied, he shall be eligible for family coverage under the same terms and conditions as then and there exist (i.e. in each year of eligibility, meaning that if Act 93 coverages change, then Dr. O Donnell s coverages shall change therewith) with the Act 93 Administrative Compensation Plan, through age 65 or whenever he becomes eligible for Medicare, whichever is sooner. Provided that Dr. O'Donnell qualifies pursuant to the terms and conditions contained in this paragraph, and he and his current spouse remain married to one another at the time of his retirement from the District, then she too will qualify through age 65, or whenever she becomes eligible for Medicare, whichever is sooner. After his retirement from the District and before Medicare eligibility, if either Dr. O Donnell or his current spouse become and remain eligible for health insurance coverage, through employment or otherwise, this benefit shall become void and not otherwise apply. Any and all amounts subsidized by PSERS shall be paid to the District. 17. The District shall provide income protection to Dr. O Donnell consistent with the District s group long-term disability policy. 18. The District further agrees that it shall, to the extent covered by its insurance policies and as otherwise required by applicable law, defend, hold harmless, and indemnify Dr. O Donnell from any and all demands, claims, suits, actions, and legal proceedings brought against Dr. O Donnell in his individual capacity or in his official capacity as agent and employee of the District, provided the incident arose while Dr. O Donnell was acting within the scope of his employment or reasonably believed he was acting within the scope of his employment. This obligation shall survive the termination of this agreement. 4

5 19. Dr. O Donnell shall throughout the term of this Agreement be subject to discharge for good and just cause, as provided in the School Code. The District shall not arbitrarily and capriciously call for his dismissal and that Dr. O Donnell shall in any event have the right to service of written charges, adequate notice of hearing, a fair hearing, and all elements of due process. Dr. O Donnell shall have the right to be represented by counsel at his sole cost and expense. This Agreement and Dr. O Donnell s employment may also be terminated early prior to the end of the term of the Agreement upon any of the following events: (1) mutual written agreement of Dr. O Donnell and the District; or (2) Dr. O Donnell voluntarily resigns provided that Dr. O Donnell gives the District written notice at least ninety (90) days prior to the effective date of his resignation. The District may, in its sole discretion, waive or reduce this advance notification requirement. 20. Reappointment or nonrenewal of Dr. O Donnell s contract as Superintendent of Schools shall be in accordance with the School Code. Additionally, in the event the District chooses to not continue Dr. O Donnell s employment with the District beyond June 30, 2021, it will provide Dr. O Donnell with its intention not to continue his employment no later than December 1, This Agreement, to include the exhibits, is the entire agreement between the parties, and except as specifically provided herein, may only be amended in a writing signed by the parties hereto. 22. If any clause or portion of this Agreement is found to be unlawful or unenforceable, the remainder of this Agreement shall not be affected by such finding and shall remain in force. 23. This Agreement shall be binding upon the parties, their heirs, executors, administrators, successors, or assigns. 5

6 IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties have caused this agreement to be duly executed the day and year first above written. Attest: Mary Jenn Dorman, Board Secretary STATE COLLEGE AREA SCHOOL DISTRICT By: Amber Concepcion, President Board of School Directors SUPERINTENDENT By: Robert J. O Donnell, Ed.D. Witness: 6