EMPLOYMENT AGREEMEM THIS AGREEMENT made this day of July. 2014. by and betwaen the BOARD OF EDUCATION OF THE RAMAPO CENTRAL SCHOOL DISTRICT with its principal of?ces at 45 Mountain Avenue. Hillburn New York 10931 (hereinafter "Board of Education? andIor ?School District?) and Douglas S. Adams. residing at (hereinafter "Superintendent of Schools" andlor ?Superintendent?). WHEREAS. the Superintendent of Schools and Board ?rst entered Into an Employment Agreement on June 27, 2011; and WHEREAS, both the Board and Superintendent of Schools have discussed and agreed to terms and conditions for a new Employment Agreement for the period July 1, 2014 through June 30. 2019 as hereinafter set forth. NOW. THEREFORE, in consideration of the understandings hereinafter set forth, and for other good and valuable consideration. the parties do hereby agree as follows: 1% The Board appoints the Superintendent to serve for the period commencing July 1. 2014 and ending June 30. 2019. Any extension of the term of the Superintendent's employment shall be in the form of an amendment to this Employment Agreement and shall be upon the same terms and conditions as herein set forth unless othenNIse agreed in writing by the parties. SALARY Effective July 1, 2014 and continuing through June 30. 2019, the Superintendent shall be paid at the annual rate of $235,000.00. At the end of each year (July 1 through June 30) thereafter. the salary will be established for the following twelve months (July 1 through June 30) of the contract. Evaluation and performance will be factors in any future salary determinations. In no event will the salary be reduced below the amount paid in the previous year. The payments of salary to be made hereunder shall be less all deductions authorized by law for tax purposes. social security or othenivise. if any. as well as for retirement contributions. PAYMENT SCHEDULE Salary shall be paid in equal installments in accordance with the procedures of the Board governing payment of other professional staff members of the School District. DIRECT DEPOSIT The Board agrees to make available to the Superintendent of Schools the direct deposit option for payroll checks speci?ed by him. This speci?cation must be made in writing. TAX DEFERRED ANNUITY During each year of this Employment Agreement. the Board shall contribute the maximum amount permitted by law. but not to exceed $20,000, to a tax-deferred annuity for the bene?t of and as selected by the Superintendent. PHYSICAL EXAMINAIION The Superintendent represents that. to the best of his knowledge. he is in good physical condition and fully able to undertake the duties of Superintendent. The Superintendent shall have an annual comprehensive medical examination by a duly licensed physician of his choice. The Board of Education shall reimburse the Superintendent for the cost of such examination only to the extent that the health insurance provided by the Board of Education to the Superintendent does not pay for such examination. HEALTH AND DENTAL INSURANCE The Board agrees to provide health insurance bene?ts and dental insurance bene?ts to the Superintendent and his family on a shared-cost basis with the Board of Education paying 80% and the Superintendent paying 20% of the total premium. Such health insurance and dental insurance shall be under the School District's health insurance and dental insurance plans. If the Superintendent shall resign his position with the School District for purposes of retirement under the rules of the New York State Teachers Retirement System. he shall receive family health and dental insurance on a shared-cost basis with the Board of Education paying 80% and the Superintendent paying 20% of the total premium. in the event, the Superintendent resigns his position with the School District for purposes of retirement under the rules of the New York State Teachers Retirement System after having served ten (10) or more years with the School District. such coverage will be provided with the Board of Education paying 100% of the total premium. In the event of the death of the Superintendent during the term of this Employment Agreement, family coverage will continue for the entire term of this Employment Agreement. This paragraph shall supersede any other contrary provisions within this Employment Agreement. TERM LIFE INSURANCE The Board will annually pay the premium for a term life insurance policy for the Superintendent with a face value equal to two times the Superintendent's then annual salary. said policy to be effective throughout the Superintendent's employment with the School District. AUTOMOBILE ALLOWANCE The Board of Education agrees to pay the Superintendent the sum of $425.00 a month as an allowance to cover expenses incurred by him for using his automobile while carrying out his responsibilities as Superintendent under the terms of this Employment Agreement. RESIDENCY The Superintendent shall maintain his residency within the geographic boundaries served by the School District. MOBILE DEVICES The Board of Education agrees to pay the Superintendent the sum of $125.00 a month as an allowance to cover expenses Incurred by him for using his mobile device while can-ying out his responsibilities as Superintendent under the terms of this Employment Agreement. On or before August 1, 2014. and on July 1st annually thereafter, prior to the start of the ensuing school year. the Superintendent shall meet with the Board to establish the Superintendent's goals and objectives for the ensuing school year which shall be approved by the Board. These goals and objectives shall be reduced to writing and be among the criteria by which the Superintendent is evaluated by the Board as hereinafter provided. PERFORMANCE REVIEW On or about June ist of each year of this Employment Agreement, the parties shall meet to review the performance of the Superintendent during the school year by utilizing the written goals and objectives referred to above. The annual performance review of the Superintendent shall be reduced to a written evaluation report and presented to the Superintendent by on or about June 30th of each year. Thereafter. the Board, or a committee thereof. and the Superintendent shall meet to review the written evaluation report not less than two weeks nor more than four weeks subsequent to the date when the Board presents the annual written evaluation to the Superintendent. The written evaluation report shall be deemed a con?dential document between the Board and the Superintendent except that it shall be admissible for use for any purpose necessary to secure enforcement of the terms and conditions of this Employment Agreement and as othenivise may be required bylaw. CERTIFICATION The Superintendent shall maintain and furnish to the Board throughout the term of this Employment Agreement a valid and appropriate certi?cate as de?ned in 8 N.Y.C.R.R. Part 80.4 to act as a Superintendent of Schools in the State of New York. POWERS AND DUTIES The Superintendent shall have. and may exercise all of the powers and duties prescribed for the Superintendent by federal law. by the laws of the State of New York. by decisional law. by the rules and regulations of the Commissioner of Education of the State of New York and by the by-laws. policies. rules and regulations of the Board. The Superintendent shall have such further duties and powers as may. from time to time. be duly assigned to him by the Board. The hours of work for the Superintendent shall be all those hours necessary to ful?ll his professional responsibilities. COOPERATION WITH DISTINGUISHED EDUCATOR The Superintendent of Schools shall cooperate fully with any distinguished educator appointed by the Commissioner of Education pursuant to Education Law Section 211-c. OUTSIDE ACTIVITIES The Superintendent hereby agrees to devote his full time. skill. labor and attention to his employment with the Board. provided. however. that he may. with the prior approval of the Board which shall not be unreasonably withheld. undertake consultative work. speaking engagements. writing. lecturing. or other professional duties and obligations. In such instances. the Superintendent may receive compensation. remuneration or honorarium from others. but In no event shall these activities interfere with the Superintendent's full and faithful performance of his duties and obligations as Superintendent. WORK YEAR The Superintendent's work year shall be two hundred and sixty (260) days less twenty-?ve (25) paid vacation days and less all paid school holidays. Up to ?ve (5) days of unused vacation can be carried over by the Superintendent to the subsequent school year to a maximum carryover of twenty (20) days over the term of this Employment Agreement. In the event the Superintendent has any unused accumulated vacation days at the time his employment with the School District terminates. he shall be paid at the rate of 1/220th for each such unused accumulated vacation day. During each year of this Employment Agreement, the Superintendent may. in his sole discretion. elect to forego up to ten (10) of his annual twenty-?ve (25) paid vacation days in which event the Board, upon such election, will make a contribution to his tax-sheltered annuity for each such day of vacation not taken in an amount equal to the Superintendent's then per diem rate of pay which shall be calculated on the basis of of his then annual salary. (For example. if the Superintendent elects to forego ?ve (5) days of vacation. the Board shall make a contribution to his tax-sheltered annuity in an amount equal to ?ve times his then per diem rate of pay.) ANNQAL LEAVE The Superintendent was credited with sixty (60) annual leave days on June 27, 2011. and shall receive an additional Menty-?ve (25) days on July 1. 2014 and each July thereafter during the term of this Employment Agreement. Annual leave days shall be used solely for the purpose of personal illness, family illness and bereavement leave. The Superintendent may use three (3) days of such leave in any one year for personal reasons without stating any reasons for such leave. Unused annual leave days which the Superintendent does not use will be allowed to accrue from year to year to a maximum of 150 days and may only be used for the personal illness of the Superintendent or his family. During each year of this Employment Agreement, the Superintendent may. in his sole discretion, elect to forego up to ten (10) of his annual leave days in which event the Board. upon such election. will make a contribution to his tax-sheltered annuity for each such annual leave day in an amount equal to the Superintendent?s then per diem rate of pay which shall be calculated on the basis of 1/220'" of his then annual salary. (For example. if the Superintendent elects to forego ?ve (5) annual leave days, the Board shall make a contribution to his tax-sheltered annuity in an amount equal to ?ve times his then per diem rate of pay.) if the Superintendent shall resign his position with the School District for purposes of retirement under the rules of the New York State Teachers Retirement System and has accumulated unused annual leave days. he shall be paid for one-half (Va) of such unused accumulated annual leave days in an amount equal to the Superintendent's then per diem rate of pay which shall be calculated on the basis of 11220'" of his than annual salary. (For exa mple, if the Superintendent has accumulated sixty (60) unused annual leave days. the Board shall make a contribution to his tax-sheltered annuity in an amount equal to thirty times his then per diem rate of pay.) TRAVEL EXPENSES The Superintendent shall also be entitled to reimbursement for any reasonable travel expenses incurred by him for travel outside of Rockland County for the purpose of conducting School District business as Superintendent. In order to receive such reimbursement. the Superintendent shall ?rst?le an itemized expense statement regarding expenses incurred for any such travel which is subject to review at the discretion of the Board President. PROFESSIONAL GROWTH The Board encourages the continuing professional growth of the Superintendent. The Superintendent may attend professional meetings at the local. State and national levels for the purpose of keeping apprised of developments In the educational ?eld which he deems to be in the best interest of the School District. Prior to attending any such conference where the Superintendent will be out of the School District for more than one (1 school day, the Superintendent shall advise the President of the Board of Education not less than one (1) week prior to the time when the Superintendent will be leaving for the conference. The reasonable expenses of such attendance for all such activities shall be incurred by the School District with a maximum expense to the School District of $7,000.00 during each year of this Employment Agreement. Prior to the Supen'ntendent being reimbursed by the School District for any out-of-pocket expenses that have been incurred by him. he shall ?le an itemized expense statement together with copies of all receipts and/or credit card charge slips regarding all such expenses which is subject to review at the discretion of the Board President. Reimbursement. if any. made by the School District to the Superintendent is subject to review and approval at the discretion of the Board President. Time spent by the Superintendent in attendance at such professional meetings shall not be charged against any leave to which the Superintendent is entitled under the terms of this Employment Agreement. PROFESSIONAL ASSOCIATIONS The Board shall pay the annual dues for membership by the Superintendent in professional organizations as provided by the School District?s budget. DISABILITY INSURANCE The Board will provide the Superintendent with a disability insurance policy and annually pay the premium for same. Ml" TERFORM In the event the Superintendent is unable to perform his duties by reason of illness. accident or any other cause. and should such disability continue fora period exceeding his total and accumulated sick leave. orfora period exceeding 225 days, whichever is greater. this Employment Agreement shall be terminable at the option of the Board. whereupon the respective rights. duties and obligations of the parties to each other shall laminate and neither party shall have any further responsibility to the other. In the event the Board elects to exercise this option. it shall so notify the Superintendent, in writing, mailing said notice by certi?ed mail. return receipt requested. and also by regular mail, to the last known address of the Superintendent as such appears on the of?cial records of the School District. DISCHARGE FOR CAUSE Notwithstanding any other provision in this Employment Agreement to the contrary. throughout the term of this Employment Agreement. the Superintendent shall be subject to discharge for good and just cause as provided for in the Education Law of the State of New York, provided that the Board does not arbitrarily or capriciously call for his dismissal and pursuant to the following provisions: a. if charges are to be brought against the Superintendent. the following rights will be afforded to him: 1. No charge shall give rise to a disciplinary hearing unless a majority of the entire Board ?nds probable cause to convene such hearing at a duly convened Executive Session. 2. All charges shall be in writing and in such detail as to allow the preparation of a meaningful defense and such written charges shall be received by the Superintendent. together with a written Notice of Hearing, not less than twenty (20) days prior to the date of the hearing. 3. The Superintendent shall be allowed to have counsel of his choice. to be obtained by him at his sole cost and expense, with him at all stages of all proceedings. 4. The Superintendent shall be entitled to a hearing before a mutually agreed upon member of the American Arbitration Association Labor Arbitration Panel. If the parties fail to agree. then an arbitrator shall be appointed pursuant to the labor arbitration rules of the American Arbitration Association. 5. The hearing shall not be open to the public except at the Superintendent?s option. The Hearing Officer shall make written ?ndings of fact and disciplinary recommendations. if any, to the Board for its consideration. The same shall also be furnished to the Superintendent. 6. The Board and the Superintendent may call. and cross-examine witnesses at such disciplinary hearing and present evidence to the extent as each may deem appropriate. 7. A typewritten, verbatim transcript of any hearing will be furnished free of cost to the Superintendent if already in the possession of the Board. 8. Any decision shall be by a majority of the members of the Board and shall be supported by written findings sustaining or dismissing the Charges. 9. During any period of suspension the Superintendent shall be entitled to receive his full salary and all bene?ts unless the Charges relate to a lack of requisite certi?cation in which event the Board shall be free of its obligation in this regard. TERMINATION OF AGREEMENT In addition to the provisions captioned TO PERFORM and FOR this Employment Agreement may also be terminated in the following additional ways: a. The Superintendent may terminate this Employment Agreement by giving the Board of Education not less than ?ve (5) months? advance notice. in writing, of his intention to terminate this Employment Agreement, said notice to be sent to both the Board of Education and the District Clerk by certi?ed mail. return receipt requested. b. At any time by the mutual written consent of the Board and Superintendent. c. Retirement of the Superintendent by giving the Board of Education not less than six (6) months? advance notice. in writing. of his intention to terminate this Employment Agreement. said notice to be sent to both the Board of Education and the District Clerk by certi?ed mail, return receipt requested. MODIFICATION This Employment Agreement supersedes all prior oral or written agreements between the parties and may not be altered, changed, deleted from. added to. waived, amended or in any other way modi?ed except by a writing signed by both parties after approval by both parties. WAIVER The failure to insist upon strict compliance with any of the terms. covenants or conditions of this Employment Agreement shall not be deemed a waiver of such term. covenant or condition nor shall any waiver or relinquishment of any right or power hereunder at any time be deemed a waiver or relinquishment of such right or power at any other time or times. CONSTRUCTION This Employment Agreement shall be construed and interpreted in accordance with the laws of the State of New York. 10 SAVINGS CLAUSE If any provision of this Employment Agreement shall be found to be contrary to either Federal or State law. then such provision shall not be deemed valid and subsisting but the remainder of the Agreement not so effected shall remain in full force and effect. WHEREAS, the Board of Education has approved the terms and conditions of this Employment Agreement. and has authorized the President of the Board to execute the Employment Agreement in its behalf; and WHEREAS, the Superintendent has approved the terms and conditions of this Employment Agreement. IN WITNESS WHEREOF. the parties hereto have set their hands and seals to this Employment Agreement effective on the day and year ?rst above written. RAMAPO CENTRAL SCHOOL DISTRICT y: iheresa DiFalco President _Douglas S. Adams Superintendent of Schools 11