CONTRACT OF EMPLOYMENT
Between
Dr. ORIS M. RAY
and the
SHELBY COUNTY BOARD OF EDUCATION

This Employment Contract is entered into this 1st day of July 2019, by and between the
Shelby County Board of Education, hereinafter referred to as the and Dr. oris M.
Ray, hereinafter referred to as the This is a new contract and repeals
and replaces any and all prior and other contracts in effect as of the date specified above.

WITNESSETH:

WHEREAS, the BOARD is desirous of securing a SUPERINTENDENT of Schools to
supervise and direct the schools and educational programs offered by the schools under the
general supervision of the and

WHEREAS, the BOARD and the SUPERINTENDENT believe a written employment
contract agreement is necessary to describe speci?cally their relationship and to serve as the basis
of effective communication between them as they ful?ll their governance and administrative
functions in the operation of the educational program of Shelby County Schools; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the
BOARD hereby employs Dr. J?oris M. Ray as SUPERJNTENDENT of Schools of the Shelby
County Board of Education and the SUPERINTENDENT hereby accepts such employment upon
the terms and conditions as follows:

1. AND TERM. The BOARD, in accordance with its action as found
in the minutes of its Board meeting held on the 30th day of April 2019, hereby elects and
employs Dr. oris M. Ray and he does accept such employment, both in accordance with
the terms and provisions herein contained, for a period of 48 months commencing on July
1, 2019 and ending at close of business on June 30, 2023. (?Term?) 

2. TERMINATION OF CONTRACT. The parties agree that this shall constitutes a new
contract for the Superintendent position with Shelby County Schools. The parties further
agree and understand that under the law of the State of Tennessee this contract may not
be extended. Therefore, the term of the contract shall expire, cease and terminate
absolutely on June 30, 2023. Nothing herein, however, shall prevent the Board and the
Superintendent from negotiating a new contract after that time.

3. DUTIES. The SUPERINTENDENT shall have full charge of the administration of the
schools under the general supervision of the BOARD to include education programs,
administration, ?nancial matters, procurement and contracting, personnel matters and all
other business and administrative matters concerning the school system. He shall perform
the. duties speci?ed in Tennessee Code Annotated as well as those listed in the job

 

deseription for the SUPERINTENDENT as adopted by the BOARD, or as it may be
amended from time to time during the term of this contract. Such job description and any
amendments made thereto are hereby incorporated in this contract by reference as if fully
stated herein. The SUPERINTENDENT shall adhere to the policies promulgated by the
BOARD and shall have full authority to enforce such policies. Additionally, the
SUPERINTENDENT shall have authority to organize, reorganize and arrange the central
of?ce, including instruction and business affairs, as is deemed necessary, consistent with
applicable law and school board policy. The SUPERINTENDENT shall serve as secretary
to the BOARD, shall attend each meeting of the BOARD unless excused by the BOARD,
and shall serve as an ex o?icio member of each committee established by the BOARD.

COMPENSATION. For all services rendered by the SUPERINTENDENT pursuant to
this contract, the BOARD shall pay to and provide for the SUPERINTENDENT the

following salary:

A. Salgy. The BOARD shall pay the SUPERINTENDENT an annual base salary of
hundred eighty-five thousand dollars), less appropriate
deduction for employment taxes and income tax withholding, for the ?rst year of
this contract. Commencing July 1, 2019, and each year thereafter, if the
Superintendent?s evaluation is at least satisfactory, the Superintendent?s salary
shall be adjusted by the same annual percentage increase as that which is received
by certificated employees. If certificated employees do not receive an annual
percentage increase and the Superintendent?s evaluation is at least satisfactory,
the Board shall have the option of providing the Superintendent a bonus. Such
Salary shall be paid in accordance with the normal payroll practices.

EVALUATION. In accordance with Tennessee law, the BOARD shall evaluate the
SUPERINTENDENT annually, no later than May 1St of each year in accordance with
BOARD policy.

A.

The Board will develop, with the Superintendent, a set of speci?c performance
objectives based on the needs of the system for the ensuing academic year. This
shall occur not later than October of each year.

The evaluation will be a composite of the evaluation by individual Board
members, but the Board will meet, as provided bylaw, with the Superintendent to
discuss the composite evaluation.

Both the Board and Superintendent will prepare for the formal evaluation; the
Superintendent will conduct and submit a self-evaluation with any supporting
documentation at least 14 days prior to the formal evaluation, which may inform
the formal written evaluation; and Board members will document the evidence
used in rating the Superintendent's performance.

All documentation will be supported by objective evidences and align with the
metrics of the evaluation instrument.

E. The Superintendent shall have a right to prepare a written or oral response to the
evaluation.

F. Midyear each year, but no later than six months after the annual evaluation in May,
the Board and Superintendent will conduct an informal mid-year evaluation. The
evaluation will be by individual Board members, will address progress on each of
the performance objectives and shall be provided to the Superintendent.

G. The evaluation instruments used to evaluate the SUPERINTENDENT shall
include: -

1. Quantitative ratings on a ?ve-point scale to measure performance in areas
directly related to individual and performance objectives adopted by the
BOARD for the preceding academic year;

2. Qualitative ratings to measure performance in areas directly related to
individual and performance objectives adopted by the BOARD for the
preceding academic year;

3. Written explanations for ratings below Satisfactory; and

4. Discussion of opportunities for improvement and the areas to be
addressed by the SUPERTNTENDENT in his professional development
action plan.

If unsatisfactory in any respect, the BOARD shall describe in writing, in
reasonable detail, speci?c instances of unsatisfactory performance. The
evaluation shall include recommendations as to areas of improvement in all
instances where the BOARD deems performance to be unsatisfactory. A copy of
the written evaluation shall be delivered to the SUPERINTENDENT and the
SUPERINTENDENT shall have the right to make a written response to the
evaluation. This response shall be included in the 

personnel file.

ADDITIONAL RETIREMENTIDEFERRED COMPENSATION BENEFITS. The
BOARD shall contribute an amount equal to three (3) percent of the
salary on an annual basis to a tax?sheltered annuity selected by
the SUPERINTENDENT. Payments to the annuity will be made in twelve 
installments. In the event of a unilateral termination of this contract by either party, the
Board?s obligation to contribute to the annuity will immediately cease.

EXPENSES. The SUPERINTENDENT shall be reimbursed
for his reasonable and necessary expenses incurred in the performance of his duties
hereunder in accordance with applicable BOARD Rules. The BOARD shall also pay all
membership fees and dues of the SUPERINTENDENT for up to four (4) professional

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and/or civic organizations that the SUPERINTENDENT deems appropriate and in
furtherance of the performance of his duties hereunder.

BENEFITS- The SUPERINTENDENT shall be eligible to participate in, on the same
terms and conditions as other employees, all bene?ts, including retirement bene?ts,
established for the employees of the BOARD and the BOARD agrees to provide the
following bene?ts to the SUPERINTENDENT at BOARD expense:

A. An employee health care plan that provides comprehensive medical expense
bene?ts for individual health (hospitalization and major medical), dental and
vision shall be provided without cost to SUPERINTENDENT, as long as he is
employed by the BOARD, on the same basis as is generally available to other
employees of the Shelby County Board of Education. If family coverage is
desired by the SUPERINTENDENT, the BOARD shall pay the full premium cost
of such family coverage during the term of this contract.

B. The BOARD will purchase and maintain a whole life insurance policy with a face
Value of $500,000.00 for the SUPERINTENDENT. The BOARD will purchase
short and long term disability insurance policies for the SUPERINTENDENT in
the amounts that represent the maximum coverage for these bene?ts available to
all employees of the Shelby County Board of Education.

PROFESSIONAL LIABILITY. The BOARD shall maintain a professional liability
insurance policy which provides coverage for alleged wrongful acts and omissions of the
SUPERINTENDENT. In the event that the terms of such policy are inapplicable, or the
limits exhausted, then the BOARD shall indemnify the SUPERINTENDENT against
claims or other legal proceedings which arise out of the actions
occurring within the course and scope of his employment to the extent permissible by
Tennessee law. This indemni?cation shall be granted to the extent permitted by the
Tennessee Governmental Tort Liability Act, and especially TCA This
indemni?cation shall cover all claims made and occurrences throughout the term of this
contract and any extensions thereof. In no case shall individual BOARD members he
considered personally liable for indemnifying the SUPERINTENDENT against such
demands, claims, suits, actions, and legal proceedings.

If, in the good faith-opinions of the BOARD and SUPERJNTENDENT a con?ict exists
regarding legal defenses to a third-party claim against the SUPERINTENDENT and
BOARD g. pursuing the defense of one party would tend to injure the other party), the
SUPERINTENDENT may engage separate counsel whose billable rates will be subject
to the approval, and the BOARD shall indemnify the SUPERINTENDENT
for the costs of such counsel and any reasonable costs associated with the defense, subject
to the same limitations, provisions, and exceptions set forth above. The BOARD shall not,
however, be required to pay the costs of any legal proceeding in the event the BOARD
and the SUPERINTENDENT have actual adverse legal interests in any litigation.

USE OF DISTRICT-OWNED AUTOMOBILE. The BOARD will provide the

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SUPERINTENDENT with access to a vehicle owned by the Board as of July 1, 2019 
or as soon thereafter as practicable,_for personal and professional use. The District will be
responsible for all taxes, maintenance and operating costs associated with the vehicle.

VACATION AND SICK LEAVE.

At the beginning of each ?scal year, the Board will credit SUPERINTENDENT with
twenty (20) vacation days.

The SUPERINTENDENT shall accrue sick days at the rate set forth in BOARD Policy.
At the end of each contract year, SUPERINTENDENT shall be paid for all unused
vacation days credited during the contract year.

At the termination of employment, SUPERINTENDENT shall be paid for all unused
sick days accrued while acting as SUPERINTENDENT and unused vacation days.
Unused accrued sick leave earned before the date of the interim Superintendent contract
shall be used as retirement service credit.

OUTSIDE ACTIVITIES. The SUPERINTENDENT shall devote his full time, labor
and attention to the performance of his of?cial duties. Provided that such activities
do not interfere with his duties under this contract, the SUPERINTENDENT may
engage in outside professional activities including, without limitation, teaching,
consulting, speaking and writing. Any such outside activities undertaken by the
SUPERINTENDENT must be accomplished on the vacation
days, evenings, weekends, holidays or other non- duty days. The
SUPERINTENDENT may receive honoraria for such outside activities to the
extent permitted by State law and Board Rules.

GOVERNANCE. To the full extent permitted by Tennessee law, the BOARD shall
delegate to the SUPERINTENDENT full administrative responsibility and authority for
the operations of the School District and the public schools thereof. Board members shall
address their concerns regarding operations, personnel matters, ?nancial conditions and
other matters under the control of the SUPERINTENDENT, directly to the
SUPERINTENDENT, and shall not directly interfere with the 
supervision, direction and control of his staff. The SUPERINTENDENT shall then
address those matters with his staff, consultants, contractors and advisors, as appropriate.
Individual members of the BOARD shall not, acting alone without authorization of the
BOARD, take or refrain from taking any action under the control of the
authority, powers or, duties. The BOARD and the
SUPERINTENDENT agree to work together to fulfill the objectives of providing
outstanding educational services and opportunities for all students within the School
District, and the improvement of educational services, student performance and business
practices within the School District, in accordance with applicable law and Board rules.

TERMINATION OF CONTRACT AND SEVERANCE TERMS.

This appointment and contract may be terminated by:

Mutual agreement of the parties;
Disability of the SUPERINTENDENT:

Disability shall be de?ned as illness or incapacity, as determined by the
Tennessee Consolidated Retirement System, or as evidenced by absence for
more than one hundred twenty (120) days beyond that period of time for which
the SUPERINTENDENT would be entitled to sick leave and/or vacation leave
and accompanied by a determination?by the BOARD that such condition is
permanent, irreparable or of such nature as will make the performance of the
duties impossible.

If the SUPERINTENDENT is permanently disabled, the BOARD shall have the
option to terminate his employment and declare his of?ce vacant, with
compensation to be continued after crediting any accrued sick leave, vacation
and holidays in accord with the Tennessee Consolidated Retirement System
and BOARD policies and applicable State of Tennessee laws.
SUPERINTENDENT shall not be entitled to severance pay or any additional
bene?ts if he becomes disabled. If there is a gap between accrued sick leave,
vacation and holidays and the beginning Tennessee Consolidated Retirement
System payments, the BOARD will, at its expense, compensate the
SUPERINTENDENT at the same rate at which disability bene?ts begin.

If a question exists concerning the capacity of the SUPERINTENDENT to return
to his duties or for insurance purposes, the BOARD may require the
SUPERINTENDENT to submit to a medical examination to be performed by a
doctor licensed to practice medicine. The examination shall be performed at
BOARD expense.

Termination for Cause:

This contract may be terminated by the BOARD for cause upon proof of material
breach of any provision of this contract, violation of any BOARD policy and/or
violation of any State, local or federal law. If the BOARD terminates this
contract for cause, the SUPERINTENDENT would be entitled to no further
bene?ts or compensation.

Unilateral Termination by BOARD:

The BOARD may, at its option, unilaterally terminate this contract. In the event
of such termination, the BOARD shall pay to the SUPERINTENDENT, as
severance pay the lesser of eighteen (18) months or the balance of the contract
terms at the Superintendent?s salary rate at the time of the termination, as well
as bene?ts he would have earned and been entitled to receive under this
contract. Such severance pay shall be payable in one lump sum within ninety

 

days (90) days of the effective date of termination.

To terminate this contract under this provision, the BOARD shall notify the
SUPERINTENDENT of its election to terminate the contract and the effective
date of termination. The SUPERINTENDENT shall be deemed to have resigned
from the position or other employment with the Shelby County Schools as of
the effective date of the unilateral termination.

E. Notice of Termination:

Except in cases concerning allegations of criminal or professional misconduct,
the BOARD shall not terminate this contract or remove the
SUPERINTENDENT from of?ce without giving notice at least ?fteen (15)
calendar days prior to the scheduled meeting at which such action shall be
taken.

F. Unilateral Termination by SUPERINTENDENT (Resignation):

The SUPERINTENDENT may, at his option, and by a minimum of Sixty (60)
days noti?cation to the BOARD, unilaterally terminate this contract. In the event
of such termination, the SUPERINTENDENT shall have no right or entitlement
to any severance pay and shall be entitled only to the salary and bene?ts accrued
and unpaid, including accrued vacation and sick leave, as of the effective date of
his resignation.

G. Death of SUPERINTENDENT:

In the event of the death of the SUPERINTENDENT at any time during the
term of this contract, the BOARD shall pay to his surviving spouse, if any, or
if the SUPERINTENDENT does not have a surviving spouse, to the
estate, an amount equal to the portion of the
Salary, together with all incentive pay, deferred
compensation and other bene?ts to which he was entitled through date of his
death. All payments shall be made within thirty (30) days of his death, together
with such other bene?ts and payments as are authorized by applicable laws and
Board Rules. Thereafter, the BOARD shall have no further responsibilities
hereunder, and this contract shall terminate automatically. The provisions hereof
shall not be deemed to affect any other benefits which may be available to
SUPERINTENDENT, including, but not limited to, those available under the
applicable retirement programs, health insurance, life insurance or otherwise.

15. SEA BCH: The SUPERINTENDENT agrees that if during the
term of this contract the BOARD desires to conduct a Superintendent search, the
BOARD shall not be deemed to have breached, terminated and/or anticipatorily

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breached or terminated this contract nor shall the BOARD be deemed to have created
or declared a Superintendent vacancy. Additionally, the SUPERINTENDENT agrees
that if the BOARD decides to conduct a Superintendent search during the term of this
contract, this shall not be deemed to trigger any entitlement by the Superintendent of a
?buyout?, ?severance? or other entitlement under the terms of this contract.

UEILATEBAL :1 RAE SFER. The BOARD shall not have the option to transfer the
SUPERINTENDENT to any other position within the school system for the duration of

this contract.

SEYERABILITZ. The Board and the SUPERINTENDENT agree that, in the event
that any part of a clause of this contract is made illegal under federal or state law or
are held to be illegal by any court having competent jurisdiction thereof, the remainder
of this contract shall continue in full force and effect with such invalid part of clause
elided there from.

RESOLUTION OF COELRACT DISPUTES. If a dispute regarding the terms of this

contract cannot be resolved between the parties, such dispute shall be heard in the Circuit
or Chancery Court of Shelby County and shall be construed and enforced under and in
accordance with the laws of the State of Tennessee.

?lm 9! NG EFFECT. This contract shall be binding upon and inure to the bene?t of the
BOARD, its successors and assigns, and shall be binding upon the SUPERINTENDENT,
his administrators, executors, legatees, and heirs but may not be assigned by either palty.

HEADINGS. Paragraph headings and numbers have been inserted for convenience of
reference only. If there Shall be any con?ict between any such headings or numbers and
the text of this contract, the text shall control.

ENTIRE AGREEMENT AND AMENDMEET. This. contract contains the entire
agreement and understanding between the BOARD and the SUPERINTENDENT. All

prior contracts are hereby revoked and are null and void effective June 30, 2019 . This
contract may not be altered, amended, changed or canceled except in writing executed
by the mutual agreement of the parties. In order for any amendment to be effective, said
amendment shall be in writing, signed by both parties, approved by the BOARD and
SUPERINTENDENT, and appended to the original contract.

IN WITNESS HEREOF, the BOARD has caused this contract to be executed in its

name by its President and the SUPERINTENDENT has approved and executed this contract
effective on the day and year speci?ed Within the introductory paragraph of this document.

 

 

Shante Avant, Chairman
Shelby County Board of Education

Dr. Jon's M. Ray, Superintendent

This contract was approved by vote of the Shelby County Board of Education at a public

meeting duly held on 2019, and has been made a part of the
Minutes of that meeting.