Execution Copy

EMPLOYMENT CONTRACT

between

BIBB COUNTY SCHOOL DISTRICT and

ROMAIN DALLEMAND, Ed.D.

EMPLOYMENT CONTRACT

This Employment Contract ("Agreement") dated as of this __ day of December, 2012, is by and between the Bibb County School District (hereinafter, referred to as the "District") and Romain Dallemand (hereinafter, referred to as the "Superintendent''): Recitals: WHEREAS, The Board of Public Education for Bibb County (hereinafter, referred to as the "Board") has offered to employ the Superintendent as the chief executive and administrative officer of the District upon the terms and conditions set forth herein; and WHEREAS, The Superintendent has accepted the Board 's offer of employment on the terms and conditions set forth herein; and WHEREAS, The parties have mutually agreed upon the following terms and conditions relative to the Superintendent’s employment by the District. NOW THEREFORE, in consideration of the agreements hereinafter set forth, and other good and valuable consideration, the parties agree as follows: 1. Offer of Employment. The Board, pursuant to and in accordance with an action taken by the

Board at a meeting held on December 3, 2012, hereby offers to extend the employment of Romain Dallemand as Superintendent of Schools of the District upon the terms and conditions set forth in this Agreement. 2. Acceptance by the Superintendent. The Superintendent hereby accepts said offer of

employment and agrees to perform, to the best of his ability, the duties of the position. This Agreement is made pursuant to O.C.G.A. §20-2-101 and does not confer any rights of continuing employment or tenure. 3. Warranties and Representations of the Superintendent.

The Superintendent warrants and represents as follows: (a) That he is duly licensed and qualified to serve as Superintendent of the District and that he

will meet any other requirements as may be required by law or the Rules of the Professional 2

Standards Commission, and the Georgia Board of Education (the "State Board"). (b) That Superintendent possesses all additional degrees, qualifications, certificates and other

requirements as may have been required by Board at the time of employment. (c) That Superintendent has never been convicted of any offense involving a felony or any other

offense involving moral turpitude under the laws of any state or of the United States, or any foreign country, including any first offender or nolo contendere dispositions. (d) That Superintendent has never suffered revocation of any educational professional license or

certificate, nor voluntarily surrendered same where charges or potential charges were pending or imminent. (e) (f) That Superintendent's driver's license has never been revoked or suspended for any reasons. That Superintendent can meet all bonding requirements of the contract and the laws of the

State of Georgia. (g) That Superintendent has not entered into a contract or agreement that would prevent him from

accepting and performing this Agreement. 4. Term. The term of this Agreement shall commence on January 1, 2013, and will terminate on

December 31, 2015. This Agreement supersedes and replaces any and all Agreements in existence upon commencement of the term of this Agreement. 5. Certification. Throughout the term of this Agreement, and any renewal hereof, the

Superintendent will furnish a valid and appropriate certificate issued by the State of Georgia (hereinafter, referred to as the "State") agency to act as a Superintendent of schools in the State. 6. (a) Duties and Responsibilities. During the Term of this Agreement, the Superintendent agrees to devote his full time, skill,

labor, and attention to his employment as Superintendent, and further agrees not to undertake any other employment, whether compensated or on a voluntary basis, which is to be performed during the term of this Agreement without the prior written consent of the Board, which consent will not be unreasonably withheld. (b) The official job description for this position is attached hereto as Exhibit A and incorporated 3

herein. In addition to the job description, the Board and Superintendent recognize that the Superintendent has certain statutory duties under the provisions of O.C.G.A §20-2-101, et seq. The Superintendent shall faithfully and diligently perform all duties, and shall assume all responsibilities connected with his position as Superintendent as provided by law, regulations of the State Board, and by the policies, rules and regulations of the District as the same may now exist or lawfully be modified, amended, added to or changed in the future. (c) The Board may, from time to time, prescribe additional duties and responsibilities for the

Superintendent; provided, however, that the Board shall not, without the Superintendent's written consent, adopt any policy, by-law, or regulation which impairs or reduces the duties and authority specified above; and provided, further, that all additional duties and responsibilities prescribed by the Board are consistent with those normally associated with the position of Superintendent of schools in the State of Georgia. 7. Board Referral. The Board, individually and collectively, shall promptly and discreetly refer

to the Superintendent for his study and recommendation, any and all criticisms, complaints, suggestions, communications or comments regarding the administration of the District or the Superintendent's performance of his duties. 8. (a) Compensation. Base Salary. The Superintendent shall receive as compensation for his services an annual

base salary of $198,000.00 (i.e., which reflects no increase from the previous contract dated February 1, 2011) as of January 1, 2013, which salary shall be adjusted by the same percentage and at the same time as any salary increases which may be enacted by the General Assembly, approved by the Governor, and become effective during the term of this Agreement. The base salary shall be paid to the Superintendent in monthly installments of one twelfth (1/12) of the annual salary on the District's regular payday for his services rendered during the preceding month. The parties may mutually agree to other and further salary adjustments during the term of this Agreement, but in no event shall the Superintendent be paid less than an annual base salary of $198,000.00. Any such additional adjustments in salary made during the term of this Agreement shall be in the form of an amendment to this Agreement, but no such amendment shall be deemed to be a new contract or to extend the term of this Agreement. 4

The payment of this base salary and the benefits set forth below is not guaranteed, but is conditioned upon the actual receipt by the District of sufficient funds from the State of Georgia, the United States, and Bibb County, both prior to and after the effective date of this Agreement. If during the term of this Agreement it becomes necessary to reduce expenses because of the loss of funding relied upon by the District at the time of the adoption of each fiscal year's budget, the Superintendent will be subject to the same furlough and/or salary reduction programs as is applied to all other certificated employees of the District. (b) (c) Intentionally Omitted Tax Sheltered Annuity. The School District shall make contributions on a monthly basis,

during the Term of this Agreement, to the School District's §403(b) Plan at the maximum IRS rate per month. (d) Group Health Insurance. The District shall pay on a monthly basis, during the Term of this

Agreement, the Superintendent's premium for the Health Reimbursement Arrangement in the State Health Benefits Plan for Employee+ Spouse+ Children. (e) Automobile Allowance. The District shall pay the Superintendent an automobile allowance

for in-county travel in the amount of $800.00 per month during the term of this Agreement. (f) Disability Insurance. The District shall provide the Superintendent with coverage under the

District's group disability insurance plan with a monthly benefit of $7,500.00 beginning ninety (90) days following the commencement of disability up to age 65. (g) Life Insurance. The District shall purchase a One Million Dollar ($1,000,000.00) term life

insurance policy on the life of the Superintendent to be owned by him each year during the term of this Agreement. Alternatively, at the Superintendent's option, the District shall pay the cost of a One Million Dollar ($1,000,000.00) level term life insurance policy on the life of the Superintendent, with a term of twenty (20) years, which the Superintendent shall be entitled to continue at his own expense after his employment with the District ends. After the Superintendent's employment with the District ends, the District shall have no further obligation to continue payment under this provision of the Agreement. (h) Teacher's Retirement System. The District shall pay the Superintendent's portion of all 5

required contributions to the Teacher's Retirement System of Georgia. The amounts set forth in paragraphs (b) through (f) are considered allowable compensation for the purpose of calculating contributions to the Teacher's Retirement System. (i) Taxes/ Withholding. The amounts set forth in paragraphs (c) through (f) will be added to the

Superintendent 's base salary for the purpose of making required withholdings for Social Security and Medicare taxes and state and federal income taxes. 9. (a) Benefits. Annual Leave. The Superintendent shall accrue Annual Leave at the rate of 3.25 days per

month. At the end of each fiscal year, any remaining Annual Leave shall be forfeited and the value of such leave paid into the Superintendent's §403(b) Plan up to the contribution limit for that year, with any excess paid to the Superintendent in cash. The value of such forfeited annual leave shall be at the rate of 1/240th of his then current Base Salary. (b) Sick Leave. The Superintendent shall retain the remainder of the thirty (30) days of sick leave

advanced pursuant to the previous contract dated February 1, 2011. The Superintendent shall be advanced an additional thirty (30) days of sick leave benefits pursuant to this Agreement commencing January 1, 2013 and will accrue additional days of sick leave benefits at the rate of twenty (20) days per year beginning on January 1, 2013. Three (3) days per year of sick leave benefits may be used for personal reasons. Upon expiration of the contract or termination of the contract by either party, any accrued sick leave benefits shall be paid into the Superintendent's §403(b) Plan up to the contribution limit, with any excess paid to the Superintendent in cash. The value of such forfeited sick leave shall be at the rate of 1/240th of his then current Base Salary. (c) Cell Phone and Computer. The District will furnish the Superintendent with a cell phone and

a laptop computer. (d) Other Benefits. The Superintendent shall be entitled to receive all other benefits which now

are, or which during the term of this Agreement may hereafter be received by any other 240-day certificated employee of the District, including but not limited to, dental, disability, life and other forms of insurance protection; personal leave; and other employee benefits. Such benefits shall be provided to at least the same extent and amount as such benefits are provided to other 12-month 6

District employees. Upon termination of this Agreement by the Board, the Superintendent shall receive a full year's annual base salary and benefits (i.e., health, dental, vision, disability, life and other forms of insurance protection; annuity; and other employee benefits). Upon expiration or termination of this Agreement by either party without cause, the Superintendent shall receive a severance of $70,000.00 for every year of service to the District. In the event of the termination of this Agreement, payments made under this provision will be made in exchange for full settlement and release of any past, present or future claims the Superintendent may have at the time of termination. 10. Professional Development and Business Expenses. The District encourages the continuing

professional growth of the Superintendent through his participation as he might desire in light of his duties as Superintendent of Schools in the operations, programs, and other activities conducted or sponsored by local state, and national school administrator and school board associations, seminars and courses offered by public or private educational institutions, and informational meetings with the state Superintendent of Schools, the State Department of Education, and the Georgia School Superintendents Association. The expense of attendance at all such programs, meetings, and

seminars shall be borne by the District within the limits established in Paragraph 11 below. 11. Expense Reimbursement. The Superintendent is authorized to incur reasonable expenses in

the discharge of his duties, including but not limited to expenses for travel and lodging outside Bibb County (i.e., nationally and/or internationally); professional association dues and fees; attendance at professional conferences and meetings on international, national, state, and local levels, civic club and chamber of commerce dues and similar items related to his employment. The District will reimburse the Superintendent for all such expenses upon presentation of an itemized account of such expenditures. Such expenditures shall be in compliance with Board policy. Reimbursement for the expense of membership and/or dues in appropriate civic and professional organizations and clubs shall not exceed $2,500.00 per fiscal year. 12. Evaluation. By no later than August 15 during each year of this Agreement, the Board shall

devote at least a portion of one executive session meeting to an evaluation of the Superintendent's 7

performance. The Superintendent shall be provided with a copy of the written evaluation at least ten (10) days prior to the executive session. The Superintendent, in consultation with the Board, shall guide and direct the process of implementing the comprehensive strategic plan for the District entitled the "Macon Miracle" attached hereto as Exhibit B, as may be amended or modified, and incorporated herein (the "Macon Miracle"). The Superintendent shall establish annual goals for the District based on the District's priorities of student achievement, school safety, budget management and community collaboration. For the first two years of implementation of the strategic plan, the Superintendent's performance evaluation shall be based exclusively on implementation of the strategies and action steps contained in the Macon Miracle. In subsequent years, the Superintendent’s performance evaluation shall be based on implementing the strategies and action steps in the Macon Miracle and achieving outcomes annually established by the Board. The Board and Superintendent agree to work cooperatively in order to successfully achieve the intended outcomes as stipulated in the Macon Miracle. Both parties recognize that to be

successful sufficient resources of money and personnel must be allocated to implement the goals. The Board will, during the term of this Agreement, give the Superintendent discretion with respect to staffing the positions comprising the Superintendent's cabinet subject to the requirements of O.C.G.A. §20-2-211(a). The parties also recognize that events beyond the control of either party could have an adverse impact on goal implementation. In the event the Board determines that the performance of the Superintendent needs improvement in any area of the Superintendent's duties and responsibilities, it shall describe in its written evaluation the unsatisfactory performance or areas needing improvement and include recommendations or directives as to how the Superintendent shall improve his performance. The Superintendent shall have the right to write a response to the evaluation to be included as an attachment to the evaluation and included in the Superintendent's personnel file. The performance evaluation shall be kept confidential by the Board members. If after the annual evaluation conducted in 2015 the Board determines not to offer the Superintendent a renewal of this Agreement, it will so notify the Superintendent no later than September 15, 2015. 13. Performance Goals. The Superintendent may select to request a performance bonus 8

based on achievement of established performance goals. The performance bonus will be mutually agreed upon by the Board and the Superintendent. Performance goals can be based upon: (a) (b) Progress toward meeting state academic requirements and Board standards; Professional and leadership development opportunities for all staff and the

preparation of new leaders to fill site and central office openings; (c) (d) Effective community relations and regular communications to community stakeholders; Courteous and professional communications between the Board and the Superintendent in the

advancement of the business of the District; (e) Professional relations between the Superintendent and the District's employees and

demonstrated accessibility of the Superintendent's office to address employee concerns and receive their input; (f) Maintenance of high level of accuracy and effective controls of business and financial affairs

of the district; and (g) 14. Accuracy and availability of district data. Medical Certification. A statement from a licensed physician of the Superintendent’s choice,

certifying to the ability of the Superintendent to perform the essential functions of his position, with or without reasonable accommodation, shall be filed with the President of the Board and treated as confidential information by the District on an annual basis. 15. (a) (b) (c) Termination. This employment Agreement may be terminated by: Mutual Agreement of the parties. Retirement of the Superintendent pursuant to the Teachers' Retirement System of Georgia. Suspension or Removal for Cause. The Superintendent may be removed from office prior to

the expiration of the term of this Agreement by a majority vote of the quorum of the Board for: (1) (2) Incompetency; Insubordination; 9

(3) (4) (5)

Willful neglect of duties; Immorality; Inciting, encouraging, or counseling students to violate any valid state law, municipal

ordinance, or policy or rule of the Board or the State Board; (6) (7) Failure to secure and maintain necessary educational training; Failure of Superintendent to obtain, earn, receive, possess, acquire and maintain in full

force and effect all professional certificates and other educational requirements and endorsements required by law, the Board, this Agreement, the Professional Standards Commission, or the State Board as now existing or as may reasonably be required hereafter; (8) (9) Failure to comply fully with any of the representations and warranties set forth herein; Making false or incorrect representations in the application of employment or under

the representations and warranties contained herein; (10) Inability of Superintendent to be bonded as may be required by Board Policy or State law existing or hereafter required; or (11) Any other good and sufficient cause. The Superintendent shall be given: (i) a hearing on the charge or charges preferred against him; (ii) ten (10) days written notice of the time and place of the hearing containing a brief general statement and enumeration of the charge or charges; and (iii) upon request, compulsory process issued by the Board requiring the attendance of witnesses and the production of documents and other papers as provided by law. The hearing shall be conducted by the Board or a tribunal panel appointed by the Board in the same manner as provided for in O.C.G.A §20-2-940(e)(1). Except as otherwise provided herein, the hearing will be conducted in accordance with the Georgia Fair Dismissal Act. Any legal expenses of the Superintendent in connection with a successful removal action shall be borne by the Superintendent. Criticisms or complaints which have not been previously forwarded to the Superintendent in writing that comply with the requirements of Paragraph 7 hereof shall not be admissible in a termination proceeding against the Superintendent. 10

If the charges against the Superintendent are not sustained at a termination proceeding or after any appeal therefrom, the District shall reimburse the Superintendent for his reasonable attorney's fees and expenses incurred by the Superintendent in the proceeding. Upon termination pursuant to this Paragraph 15(c), the Board's obligation to the Superintendent under the terms of this Agreement shall immediately cease and terminate as of the effective date of the termination of the Superintendent's employment, and the Superintendent shall not be entitled to receive any further compensation, except as otherwise provided in Paragraph 9(d) above. (d) Suspension or Removal Without Cause. The Superintendent may be removed from office

prior to the expiration of the Term of this Agreement by a majority vote of the quorum of the Board. 16. Indemnification. The District agrees that it shall defend, hold harmless and indemnify the

Superintendent from and against any and all demands, claims, suits, actions and legal proceedings (including attorney's fees) brought against the Superintendent in his individual capacity or in his official capacity as an agent and employee of the District, provided that the claim or suit arose while the Superintendent was acting within the scope of his employment, but excluding criminal matters; except that in no event will individual Board members be considered personally liable for indemnifying the Superintendent against such demands, claims, suits, action or legal proceedings. The provisions of this Paragraph 16 shall expressly survive the expiration or termination of this Agreement. 17. Written Agreement. This Agreement shall continue in full force and effect for the term

provided herein unless otherwise terminated, modified, or extended by an agreement in writing between the parties. 18. Severability. The invalidity or unenforceability of any provision hereof shall in no way affect

the validity or enforceability of any other provision. 19. Miscellaneous. The Superintendent shall fulfill all aspects of the Agreement, any exceptions

thereto being by mutual consent of the District and the Superintendent. Failure to fulfill the obligations of this Agreement will be viewed as a violation of the Administrator's Code of Ethics, and will be reported by the Board to the appropriate associations of school administrators, the 11

Professional Standards Commission and the State Board. 20. Representation. Each party to this Agreement acknowledges and agrees that Hall Booth

Smith, P.C. and its attorneys and staff (the "Firm") prepared and revised this Agreement on behalf of and in the course of representation of the District and the Board. The Superintendent acknowledges that he has not relied on any advice or counsel from the Firm in reviewing this Agreement and in deciding to enter into this Agreement. Additionally, the Superintendent acknowledges and agrees that he has been advised by the Firm that this Agreement may have certain tax consequences and that the Firm has advised him to seek the advice of independent counsel, including a tax accountant, and that he has had an opportunity to seek such advice as he deemed necessary.

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The parties have hereby executed and entered into this Agreement, effective as of the date stated in the introductory clause. BIBB COUNTY SCHOOL DISTRICT

________________________________________ By: Tommy Barnes, President Board of Public Education for Bibb County

Attest:

_________________________________________ By: Lynn Farmer, Secretary Board of Public Education for Bibb County

_________________________________________ Romain Dallemand, Ed. D.

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Exhibit A

Exhibit A (cont.)

Exhibit A (cont.)

Exhibit B Macon Miracle comprehensive strategic plan to be attached.

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