EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made and entered into by and between the Charleston County School District (“the District”) and Dr. Eric Gallien (the “Superintendent”) (collectively referred to as “Parties”) the date executed below by both parties. WHEREAS, the District desires to engage Superintendent to serve as the superintendent of the Charleston County Schoo! District, and Superintendent desires to serve the District in such capacity; WHEREAS, Superintendent and the District desire to enter into this Agreement to set forth the terms of Superintendent’s employment. NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as set forth herein. 1, Employment. The District hereby employs Superintendent as superintendent of the District, and the Superintendent accepts such employment, subject to the terms and conditions hereof and in accordance with South Carolina law. 2, Term. Subject to the termination provisions in Section 8 hereof, the term of this, ‘Agreement, and Superintendent's employment, shall be a period of two (2) years commencing on July 1, 2023 and ending on June 30, 2025, provided however, at the end of the two (2) year period, the District may, at its option, extend this Agreement for an additional year by providing notice of its intention to extend this Agreement to Superintendent by March 31, 2025 (the “Term”). 3. Duties/Authority. Superintendent shall have the title of Superintendent of Charleston County School District and shall perform the duties and responsibilities set forth on Exhibit A and as delegated to him from time to time by the Board of Trustees of the District (the “Board”), pursuant to its policies and directives and in accordance with South Carolina law. Superintendent shall report to the Board and shall be in charge of the administration of the District under the direction of Board. Superintendent agrees to devote his full working time and attention to his position and to carry out the duties and responsibilities assigned to him in a faithful, diligent, and responsible manner. Superintendent shall attend District events, both during and after school hours. Superintendent shall not engage in any business activity, regardless of whether it is pursued for gain or profit, that creates or may create a conflict of interest with Superintendent's fulfillment of his services hereunder or with the goals, objectives or obligations of the District. 4, Compensation_and Benefits, Superintendent shall receive the following compensation and benefits: a. Salary. For services rendered by Superintendent, the District shall pay Superintendent an annual base salary of Two Hundred Seventy-Five Thousand Dollars(275,000.00) (“Base Salary”), less applicable withholdings and Superintendents authorized deductions, during the first year of the Term (July 1, 2023 - June 30, 2024), Following the first year of the Term, Superintendent's salary shall increase by two percent (2%) for each subsequent year of the Term. Superintendent’s salary shall be payable on a regular basis in accordance with District’s standard payroll procedures. b. Administrative Benefits. Superintendent shall be entitled to all the benefits applicable to twelve-month administrative employees as are incident to their employment relationship with the District, including without limitation health, disability, and life insurance c. Annual Leave. Superintendent shall receive 20 days of annual leave per year for each year of the Term. At the end of each year in the Term, up to 45 days of accrued but ‘unused annual leave may roll over to the following year. The remainder of any accrued and unused annual leave shall be forfeited. At the end of the Term, Superintendent shall be eligible to receive payment for up to 45 days of accrued and unused annual leave, calculated based upon his then current base salary. Superintendent shall request annual leave in accordance with the policies of the District and shall take leave at such times as will least interfere with performing his duties. 4. Sick Leave. Superintendent shall accrue sick leave as provided to similarly situated employees of the District. €. Annuity. Each year of the Term of this Agreement, the District shall make an annual contribution to an annuity of Superintendent's choice or to the South Carolina Public Employees Deferred Compensation Plan in an amount equivalent to fourteen percent (14%) of Superintendent's then annual base salary, as set forth herein, contingent upon Superintendent receiving an evaluation of satisfactory or above, as determined by the Board in its discretion and acting in good faith, during the evaluation period immediately prior to the scheduled contribution f£. Automobile Allowance; Mileage Reimbursement Superintendent shall receive an automobile allowance in the amount of One Thousand Dollars ($1,000.00) per month during the Term. In addition, the District shall reimburse Superintendent for mileage at the rate approved by the IRS for any travel outside of the District that is part of Superintendent's duties. 8 Professional Association Dues. The District shall pay Superintendent's ‘membership dues in the American Association of School Administrators, the South Carolina Association of School Administrators, and the National Alliance of Black Educators, In addition, subject to Board approval, the District shall pay the membership dues for a civic organization of the Superintendent's choice located in the District. h. Office Equipment. The District shall provide the Superintendent with such office equipment as necessary to perform his duties hereunder, all of which shall be compatible with the District’s technology and shall remain the property of the District upon the termination of this Agreement. Such equipment shall include a cellular telephone and a laptop or iPad to use in connection with his duties and responsibilities as superintendent and for reasonable personal use,i, Relocation Expenses. Superintendent shall receive reimbursement for moving expenses to relocate from Racine Wisconsin to Charleston, South Carolina, prior to the Term of this Agreement, of up to Ten Thousand Dollars ($10,000.00), upon presentation of receipts evidencing such moving expenses. In addition, the District shall pay a housing allowance to the Superintendent of Three Thousand Dollars ($3,000.00) per month for the first three months uring the Term, 5. Evaluation. The Board shall evaluate and assess in writing the performance of ‘Superintendent on an annual basis following the end of each school year during the Term of this Agreement, In addition, the Board may conduct interim evaluations at any time the Board deems necessary. The format, procedure and documentation related to the evaluations shall be determined by the Board and based upon the job duties of Superintendent. The evaluations shall be based on the goals and objectives for the current school year, as determined by the Board and Superintendent. The Board shall meet in an executive session for the purpose of discussing the evaluations, and the results of the evaluation shall be discussed with Superintendent in an executive session. 6. Representations of Superintendent. As a condition of his employment under this Agreement, Superintendent represents and agrees as follows: a. _ Superintendent is not a party to a contract with any other school district that covers any portion of the Term of this Agreement; b. Superintendent is not a party to any agreement, nor does he have any obligations, that would prevent his performance of the duties described herein; ©. __ Allemployment information furnished by Superintendent to the District is complete and truthful; 4 Superintendent will be certified to perform his duties and to act as Superintendent of the District in accordance with South Carolina law at all times during the Term of this Agreement, taking into account any grace period allowed under South Carolina law; e. Superintendent is able to perform the essential functions of his position, as described in this Agreement, as of the execution of this Agreement; and £ During the Term of this Agreement, Superintendent shall reside within the boundaries of the District. 7. Medical Examination. The District may require Superintendent to submit to a medical examination by a physician chosen by the Board to determine his ability to perform the essential functions of his job duties and to provide written confirmation of such ability or any medical restrictions: a) before returning to work following a medical leave of absence, or b) if the Board determines in good faith that a medical opinion is needed in order to determine whether the Superintendent is able to perform his essential job duties. The District shall cover the cost of such medical examination.8. Termination. Notwithstanding the provisions of Section 2 hereof, this Agreement may be terminated earlier as follows: a, Termination by the District for Cause. The District may terminate this Agreement for “Cause” at any time during the Term, upon written notice to Superintendent. For purposes hereof, “Cause” shall be defined as: (i) Superintendent's failure to satisfactorily perform his duties or Superintendent's neglect of his duties, as determined by the Board; (ii) Superintendent's conviction by a court of competent jurisdiction of any criminal offense or any offense, civil or criminal, involving fraud, moral turpitude, or immoral conduct; (iii) Superintendent's use of illegal drugs or abusive use of prescription drugs; (iv) Superintendent’s failure to maintain professional certifications/licenses necessary for him to perform his duties under this Agreement; or (v) Superintendent’s breach of this Agreement as determined by the Board. Upon termination pursuant to this provision, the District shall pay Superintendent all compensation and accrued benefits described in this Agreement up through the termination date and shall have no further obligations to Superintendent following termination. b. Death of Superintendent. This Agreement shall terminate automatically upon the death of Superintendent. Upon termination pursuant to this provision, the District shall pay Superintendent all compensation and accrued benefits described in this Agreement up through the termination date and shall have no further obligations to Superintendent following termination. ¢. Disability of Superintendent The District may terminate this Agreement in the event Superintendent is unable to perform his duties or to carry out his responsibilities or other essential job functions—with or without a reasonable accommodation—by reason of illness or injury for a period of 90 days. Upon termination pursuant to this provision, the District shall pay Superintendent all compensation and accrued benefits described in this Agreement up through the termination date and shall have no further obligations to Superintendent following termination. 4. Termination by The District Days Written Notice The District may terminate this Agreement at any time and for any reason, or no reason, upon sixty (60) days written notice to Superintendent. The District has the option, in its sole discretion, to pay Superintendent for the 60-day notice period and terminate Superintendent’s employment without having him work out the notice period, however, unless the District makes such determination, Superintendent shall work out the entire 60-day notice period. Upon termination pursuant to this provision, the District shall pay Superintendent all compensation and accrued benefits described in this Agreement up through the termination date. In addition, the District shall pay Superintendent, upon execution of a full release by Superintendent in a form acceptable to the District, the lesser of a) Superintendent’s base salary for a period of twelve (12) months or b) Superintendent’s base salary for the balance of the two (2) year term (not including the third option yeat) described in Section 2 of this Agreement. e. Termination _by Superintendent _Upon 90 Days Written _Notice Superintendent may terminate this Agreement at any time and for any reason, or no reason, upon ninety (90) days written notice to the District. The District has the option, in its sole discretion, to pay Superintendent for the 90-day notice period and terminate Superintendent’s employmentwithout having him work out the notice period, however, unless the District makes such determination, Superintendent shall work out the entire 90-day notice period. Upon termination pursuant to this provision, the District shall pay Superintendent all compensation and accrued benefits described in this Agreement up through the termination date and shall have no further obligations to Superintendent following termination. f, Mutual Agreement of the Parties. In addition to the above provisions allowing termination, this Agreement may be terminated upon mutual agreement of the District and Superintendent upon such terms as may be mutually agreed upon, to include execution of a full and final release of all claims by Superintendent in a form acceptable to the District and provided to Superintendent by the Board. Upon termination pursuant to this provision, the District shall pay Superintendent all compensation and accrued benefits described in this Agreement up through the termination date and shall have no further obligations to Superintendent following termination. 9. Return of the District’s Property. Upon termination of Superintendent's employment hereunder, Superintendent shall promptly retum to the District all documents, records, materials and property that belongs to the District and all keys, computers, cell phones, access cards, credit cards, vehicles, and other property of the District. Superintendent shall not retain or cause to be retained any copies of the foregoing. Superintendent hereby agrees that all of the foregoing shall be and remain the property of the District. 10. Covenant Not to Disclose Confidential Information, a. __ Forpurposes of this Agreement, the term “Confidential Information” means any information related to the business of the District, its employees, teachers and students that (i) belongs to the District, (ii) the District treats as confidential and (iii) is not generally known to or readily ascertainable by the public. b. Confidential Information shall not include information which: () was in the public domain at the time of its disclosure through no act or failure to act on the part of Superintendent; (ii) comes into the public domain after its disclosure through no act or failure to act on the part of Superintendent; or (iii) is independently acquired by Superintendent without breach of his obligations under this Agreement. ©. Superintendent agrees not to use any Confidential Information of the District for any purpose except in connection with his duties under this Agreement. Superintendent agrees not to disclose any Confidential Information of the District to third parties other than as permitted by this Agreement. Superintendent agrees that he will take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the District’s Confidential Information. 11, Waiver of Breach, The District's waiver of a breach of any provision of this Agreement by Superintendent shall not operate or be construed as a waiver of any subsequent breach by Superintendent. No waiver shall be valid unless in writing and signed by an authorized officer of the District.12, Assignment. Superintendent acknowledges that Superintendent's services are unique and personal. Accordingly, Superintendent may not assign Superintendent's rights or delegate Superintendent’s duties or obligations under this Agreement. 13. Suocessors and Assigns. The District’s rights and obligations under this Agreement shall inure to the benefit of and shall be binding upon the District's successor and assigns. 14, Amendment, This Agreement may not be changed orally or amended, nor shall any waiver, changes, modifications, consent, or discharge be affected except by an instrument in writing executed by both parties. 15. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, 16. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all prior agreements, whether oral or written, between the parties hereto. 17. Severability. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by any court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 18. Governing Law; Venue and Jurisdiction. This Agreement shall be governed and construed in accordance with the laws of the State of South Carolina. The parties agree that any dispute that arises out of this Agreement shall be resolved by a court of competent jurisdiction in Charleston County. 19. Rule of Construction, The language of all parts of this Agreement shall be construed as a whole and according to its fair meaning, and not strictly for or against either party. It is expressly understood and agreed that any rule requiring construction of this Agreement against its drafter shall not be applied in this case. IN WITNESS WHEREOF, the parties have executed this Agreement below by their duly authorized agents, Superintendent: Cy Dr. Eric Gallien pae;__ G /H/ adCharleston County School District _ By: 4 kt z - /EXHIBIT A The duties of Superintendent include the following: 1. Provide for a curriculum of study that will best meet the needs of the students of the county, within the limitations imposed by the State of South Carolina. 2. Provide for the supervision of the professional staff necessary to accomplish the instruction objectives of the system, 3. Provide for a regular assessment of progress of the educational program. 4. Provide for the proper fiscal organization and for the accompanying checks and balances to insure financial control of the operation of the system. 5. Provide for the planning and construction of the necessary structures to house the educational program, 6. Provide for the maintenance and operation of these structures. 7. Plan for future sites and make recommendations regarding future growth. 8. Maintain communication with the public and with professional staff with the objective of obtaining a two-way exchange of ideas. 9. To provide for the supervision and operation of school lunch programs, bus transportation and other related aspects of the educational job, 10. Provide for the employment of qualified persons, establish job descriptions, provide for staff evaluations, and recommend effective salary schedules and working conditions. 11. Assist the Board in performing its duties as set forth in Section 5 of the Act of Consolidation. 12. Maintain, in written form, a record of all policies adopted by the Board of Trustees. 13. Present a balanced budget to the Board of Trustees annually, no later than April Ist. 14, Cooperate with constituent boards in establishing a working relationship with the County system of education, 15. Serve as liaison with other governmental agencies in the County to effect a cooperative relationship for the benefit of all the people. 16. Be familiar with local, state, and federal regulations regarding the operation of schools, individual rights and privileges, buildings and facilities, and finance.