SUPERINTENDENT’S EMPLOYMENT C STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF BEXAR § THIS SUPERINTENDENT'S EMPLOYMENT CONTRACT (“Contract”) is made and entered into effective the I* day of July 2022, by and between the Board of Trustees (the “Board”) of the Alamo Heights Independent Schoo} District (the “District”) and Dana Bashara (the “Superintendent”), WITNESSETE: WHEREAS, at a meeting of the Board on February 17, 2022, the Superintendent was offered continuing employment as Superintendent of Schools of the District; and WHEREAS, the Superintendent, in executing this Contract, has accepted the offer and terms of continuing employment, NOW, THEREFORE, the Board and the Superintendent, for and in consideration of the terms hereinafter established, and pursuant to Section 11.201(b) and Chapter 21, Subchapter F of the Texas Education Code, have agreed, and do hereby agree, as follows: Term 11 Term. The Board, by and on behalf of the District, does hereby employ the Superintendent, and the Superintendent does hereby accept employment as Superintendent of Schools for the District for a term of five (5) years, commencing on July 1, 2022, and ending on June 30, 2027. The District may, by action of the Board, and with the consent and approval of the Superintendent, extend the term of this Contract as permitted by state law. 1.2 No Tenure. The Board has not adopted any policy, rule, regulation, law, or practice providing for tenure. No right of tenure is created by this Contract. No property interest, express or implied, is created in continued employment beyond the Contract term. 1. Employment 2.1 Duties. The Superintendent is the chief executive of the District and shall faithfully perform the duties of the Superintendent of Schools for the District as prescribed in the job desctiption and as may be lawfully assigned by the Board, and shall comply with all awful Board directives, state and federal law, District policy, rules, and regulations as they exist or may hereafter be amended. Specifically, and without limitation, it shall be the duty of the Superintendent to recommend for employment all professional employees of the District subject to the Board’s approval. It shall be the further duty of the Superintendent to employ all other personnel consistent with the Board’s policies. It shall be the further duty of the Superintendentto direct, assign, reassign, and evaluate all of the employees of the District consistent with Board policies and federal and state law, It shall be the further duty of the Superintendent to organize, reorganize, and arrange the staff of the District, and to develop and establish administrative regulations, rules, and procedures which the Superintendent deems necessary for the efficient and effective operation of the District consistent with the Board’s lawful directives, the Board’s policies, and state and federal law. It shall be the further duty of the Superintendent to accept all resignations of employees of the District consistent with the Board’s policies, except the Superintendent’s resignation, which must be accepted by the Board. 2.2 Professional Certification. The Superintendent shall at all times during the term of this Contract, and any renewal or extension thereof, hold and maintain a valid certificate required of a superintendent by the State of Texas and issued by the State Board for Educator Certification or the Texas Education Agency and any other certificates required by law. 2.3. Reassignment. The Superintendent cannot be reassigned from the position of Superintendent to another position without the Superintendent's express written consent. 2.4 Board Meetings. The Superintendent shall attend, and shall be permitted to attend, all meetings of the Board, both public and closed, with the exception of those closed meetings devoted to the consideration of any action or lack of action on the Superintendent's Contract, or the Superintendent’s duties or evaluation, or for purposes of resolving conflicts between individual Board members, or when the Board is acting in its capacity as a tribunal. In the event of illness or Board-approved absence, the Superintendent's designee shall attend such meetings. 28 Criticisms, Complaints, and Suggestions. The Board, individually and collectively, shall refer in a timely manner all substantive criticisms, complaints, and suggestions called to the Board’s attention either: (a) to the Superintendent for study and/or appropriate action, and the Superintendent shall reféer such matter(s) to the appropriate District employee or shall investigate such matter(s) and shall, within a reasonable time, inform the Board of the results of such efforts; or (b) to the appropriate complaint resolution procedure as established by District Board policies. 2.6 Indemnification. To the extent it may be permitted to do by applicable law, including, but not limited to Texas Civil Practice & Remedies Code Chapter 102, the District does hereby agree to defend, hold harmless, and indemnify Superintendent from any and all demands, claims, suits, actions, judgments, expenses and attorneys’ fees incurred in any legal proceedings brought against Superintendent in the Superintendent's individual or official capacity as an employee and as Superintendent of the District, providing the incident(s), which is (are) the basis of any such demand, claim, suits, actions, judgments, expenses and attorneys’ fees, arose or does arise in the future from an act or omission of Superintendent as an employee of the District, acting within the course and scope of Superintendent's employment with the District; excluding, however, any such demand, claim, suits, actions, judgments, expenses and attorneys’ fees for those claims or any causes of action where it is determined that the Superintendent committed official misconduct, or committed a willful or wrongful act or omission, or an act or omission constituting gross negligence, acted in bad faith, or any claim or cause of action arising from an act or omission of the Superintendent in violation of law or Board policy; and excluding any costs, fees, expenses or damages that would be recoverable or payable under an insurance Page 2 SUPERINTENDENT'S EMPLOYMENT CONTRACTcontract, held either by the District or by Superintendent. The selection of Superintendent’s legal counsel shall be with the mutual agreement of Superintendent and the District if such legal counsel is not also the District’s legal counsel. A legal defense may be provided through insurance coverage, in which case Superintendent's right to agree to legal counsel provided for her will depend on the terms of the applicable insurance contract, To the extent this Section 2.6 exceeds the authority provided and limitations imposed by Texas Civil Practice & Remedies Code, Chapter 102, it shall be construed and modified accordingly. The provisions of this Section 2.6 shall survive the termination of this Contract. 1. Compensation 3.1 Salary. The District shall provide the Superintendent with an annual salary in the sum of Two Hundred Forty One Thousand and No/100 Dollars ($241,010.00). This annual salary rate shall be paid to the Superintendent in equal installments consistent with the Board’s policies. 3.2 Salary Adjustments. At any time during the term of this Contract, and in a manner compliant with law, the Board may, in its discretion, review and adjust the salary of the Superintendent, but in no event shall the Superintendent be paid less than the salary set forth in Section 3.1 of this Contract except by mutual agreement of the two parties. Such adjustments, if any, shall be made pursuant to a lawful Board resolution and in the form of a written addendum to this Contract or a new contract, and such adjustment shall be exclusive of any other benefits unless specifically provided in the addendum or new contract. In such event, the parties agree to provide their best efforts and reasonable cooperation to execute an addendum or new contract incorporating the adjusted salary. 3.3. Vacation, Holiday and Personal Leave. The Superintendent may take, at the Superintendent’s choice, the same number of days of vacation authorized by policies adopted by the Board for administrators on twelve-month contracts, the days to be in a single period or at different times. The vacation days taken by the Superintendent will be taken at such time or times as will least interfere with the performance of the Superintendent's duties as set forth in this Contract, The Superintendent shall observe the same legal holidays as provided by Board policies for administrative employees on twelve-month contracts. The Superintendent is hereby granted the same personal and sick leave benefits as authorized by Board policies for administrative employees on twelve-month contracts. 3.4 Insurance. The Superintendent shall receive the same medical insurance coverage as provided to other professional employees of the District, and the District shall contribute the same amounts towards the premiums as it provides for administrative employees. 3.5 Professional Growth. The Superintendent shall devote the Superintendent's time, attention, and energy to the direction, administration, and supervision of the District. The Board, however, encourages the continued professional growth of the Superintendent through the Superintendent’s active attendance at and participation in appropriate professional meetings at the local, regional, state and national levels. The Board shall encourage the use of data and information sources, and shall encourage the participation of the Superintendent in pertinent education seminars and courses offered by public or private institutions or by educational Page3 SUPERINTENDENT'S EMPLOYMENT CONTRACTassociations, as well as the participation in informational meetings with those individuals whose particular skills, expertise, or backgrounds would serve to improve the capacity of the Superintendent to perform the Superintendent’ professional responsibilities for the District, and which do not conflict or interfere with the Superintendent’s professional responsibilities to the District, In its encouragement of the Superintendent to grow professionally, the Board shall permit a reasonable amount of release time for the Superintendent as it may deem appropriate, to attend such seminars, courses or meetings. The District does hereby agree to pay or reimburse the Superintendent for the expenses for registration, travel, meals, lodging, and other expenses related to professional growth activities. The District shall pay the Superintendent's membership dues to the American Association of School Administrators and the Texas Association of School Administrators, as well as other memberships deemed necessary by the Board to maintain and improve the Superintendent’ professional skills, 3.6 Civic Activities. The Superintendent is encouraged to participate in community and civic affairs. The District shall pay the Superintendent's membership dues to the Rotary Club and any other civic memberships that the Superintendent and the Board agree are necessary to foster involvement in community and civic affairs. 3.7 Outside Consultant Activities. Upon Board approval, the Superintendent may serve as a consultant or undertake speaking engagements, writing, teaching or other professional duties and obligations outside the District (referred to collectively herein as “Consulting Services”) that do not conflict or interfere with the Superintendent's professional responsibilities to the District, and provided that the District incur no cost or expense in connection with the provision of such consulting services. The Superintendent may accept a reimbursement of expenses and/or be paid an honorarium for such Consulting Services at no expense to the District. Consulting Services provided by the Superintendent under the terms and conditions of this paragraph must be consistent with state and federal law. 3.8 Expenses. The Disirict shall pay or reimburse the Superintendent for reasonable expenses incurred by the Superintendent in the continuing performance of the Superintendent's duties under this Contract, consistent and in accordance with Board policy. The District agrees to pay the actual and incidental costs incurred by the Superintendent for travel, Such actual or incidental costs may include, but are not limited to, airline tickets, gasoline, hotels and accommodations, meals, rental car, and other expenses incurred in the performance of the business of the District The Superintendent shall comply with all procedures and documentation requirements in accordance with Board policies. 39 Information Technology/Communications Allowance. The District shall pay the Superintendent an amount of Three Hundred and No/100 Dollars ($300.00) per month during the Superintendent’s employment with the District for an information technology/communications allowance to provide her with a portable cellular telephone and/or personal digital assistant (PDA) with nationwide coverage, computer, fax machine, Intemet communication, or any other technical equipment for the Superintendent's use at her home for District business and personal use. The portable cellular telephone, PDA and other technical equipment obtained by the Superintendent shall be compatible with the District’s technology and communications systems. Page 4 SUPERINTENDENT'S EMPLOYMENT CONTRACTThis payment shall be made in equal periodic payments at the same time as payment of the Superintendent’s base salary. 3.10 Executive Retirement Account. The District shall establish for the Superintendent an executive retirement account (“Retirement Account”) in the form of a qualified tax-sheltered annuity, deferred compensation account ot as otherwise permitted under applicable provisions of the Internal Revenue Code of 1986, as amended. The Retirement Account document shall be prepared in a form mutually acceptable to the Superintendent and the Board, Prior to June 30” of the Superintendent’s initial completed 2021-2022 year of service under this Contract, the District shall make a Fifteen Thousand and No/100 Dollar ($15,000.00) contribution to the Retirement Account, and on June 30* of each year for the remainder of the term of this Contract, increasing the Retirement Account contribution amount by Five Thousand and No/100 Dollars ($5,000.00) for each prior completed year of the Superintendent's service in this position, as follows. (a) If the Superintendent remains continuously employed by the District from July 1, 2021 through Tune 30, 2023, the Retirement Account contribution shall be Twenty Thousand and No/100 Dollars ($20,000.00); () If the Superintendent remains continuously employed by the District from July 1 2021 through Sune 30, 2024, the Retirement Account contribution shall be Twenty- Five Thousand and No/100 Dollars ($25,000.00), (c) If the Superintendent remains continuously employed by the District from July 1, 2021 through June 30, 2025, the Retirement Account contribution shall be Thirty Thousand and No/100 Dollars ($30,000.00), () If the Superintendent remains continuously employed by the District from July 1 2021 through June 30, 2026, the Retirement Account contribution shall be Thirty- Five Thousand and No/100 Dollars ($35,000.00). (©) If the Superintendent remains continuously employed by the District from July 1, 2021 through June 30, 2027, the Retirement Account contribution shall be Forty ‘Thousand and No/100 Dollars ($40,000.00) ‘The Retirement Account is and shall be, to the extent permitted by law, fully and immediately vested in the Superintendent, and shall be transferable to the Superintendent in the event the Superintendent is no longer employed by the District. 3.11 Disability Insurance. During the term of the Superintendent’s employment in this position, the District shall pay, on the Superintendent's behalf, the annual premium for a disability income protection insurance policy, to be selected by the Superintendent and approved by the District's CFO, having a monthly total benefit equal to 66.67% of the Superintendent’s then current annual base salary (See Section 3.1 of this Contract) 3.12 Life Insurance. During the term of the Superintendent's employment in this position and not thereafter, the District shall pay, on the Superintendent's behalf, the annual premium for a term life insurance policy on the life of the Superintendent, selected by the Superintendent and approved by the District’s CFO, with a death benefit of One Million and No/100 Dollars Page S SUPERINTENDENT'S EMPLOYMENT CONTRACT($1,000,000.00) to be owned by the Superintendent throughout employment in this position and thereafter 3.13 Teacher Retirement System of Texas. The District shall pay 100% of the Superintendent’s minimum required member contributions to the Teacher Retirement System of Texas and TRS-Care. 3.14 Annual Physical Examination. The Superintendent shall undergo an annual, comprehensive physical examination performed by the Superintendent’s primary care physician, or other physician selected by the Superintendent and approved by the Board President, such approval not to be unreasonably withheld. The physician shall submit a confidential statement to the Board President verifying the Superintendent's fitness to perform the essential functions of her job, and copies of all such statements shall be confidential to the extent permitted by law. The District shall pay the reasonable costs of each annual physical examination that are not covered by the District’s group health plan. The examination shall be performed on or before January 31° of each year of this Contract. IV. Annual Performance Goals 4.1 Development of Goals. The Superintendent shail submit to the Board each year, for the Board’s consideration and adoption, a preliminary list of goals for the District. The goals approved by the Board shall at all times be reduced to writing (“District Goals”) and shall be among the criteria on which the Superintendent’s performance is reviewed and evaluated. The Board agrees to work with and support the Superintendent in achieving the District Goals. Review of Performance Sa Time and Basis of Evaluation. The Board shall evaluate and assess in writing the performance of the Superintendent at least once each year during the term of this Contract. The Board’ evaluation and assessment of the Superintendent shall be reasonably related to the duties of the Superintendent as outlined in the Superintendent’s job description and shall be based at least in part, on the District’s progress towards accomplishing the District Goals. 52 Confidentiality. Unless the Superintendent expressly requests otherwise in writing, the evaluation of the Superintendent shall at all times be conducted in executive session and shall be considered confidential to the extent permitted by law. Nothing herein shall prohibit the Board or the Superintendent from sharing the content of the Superintendent's evaluation with their respective legal counsel 53 Evaluation Format and Procedures. The evaluation format and procedure selected by the Board shall be in accordance with Article V of this Contract, the Board’s policies, state and federal law. In the event the Board deems that the evaluation instrument, format and/or procedure is to be modified by the Board and such modifications would require new or different performance expectations, the Superintendent shall be provided a reasonable period of time to demonstrate such expected performance before being evaluated. Page 6 SUPERINTENDEN?’S EMPLOYMENT CONTRACTVL. Extension or Nonrenewal of Employment Contract 6.1 Extension/Nonrenewal. Extension and/or nonrenewal shall be in accordance with Board policy, Texas Education Code Chapter 21, Subchapter E, and applicable law. Notwithstanding, anything to the contrary in Section 21.212(a) of the Texas Education Code, the Superintendent shall be entitled to written notice, containing reasonable notice of the reason for the proposed nonrenewal, not later than sixty (60) days before the last day of the Contract term, containing reasonable notice of the reason(s) for the proposed nonrenewal of the Superintendent's Contract with the District VEL. Termination of Employment Contract 7A Mutual Agreement. This Contract may be terminated by the mutual agreement of the Superintendent and the Board in writing upon such terms and conditions as may be mutually agreed upon. 72 Retirement or Death. This Contract shall be terminated upon the retirement or death of the Superintendent 73 Dismissal for Good Cause. The Board may dismiss the Superintendent during the term of the Contract for good cause, The term “good cause” is defined as follows (a) Failure to fulfill duties or responsibilities as set forth under the terms and conditions of this Contract; (b) Incompetence or inefficiency in the performance of required or assigned duties as documented by evaluations, supplemental memoranda, or other written communication from the Board; provided, however, the terms and conditions of this paragraph shall not justify good cause unless the Board has provided the Superintendent a reasonable opportunity to remediate any incompetency or inefficiency; (©) _Insubordination or failure to comply with lawful written Board directives, (@) Willful failure to comply with the Boards policies or the District's administrative regulations; (©) Neglect of duties, (8) Drunkenness or excessive use of alcoholic beverages, (g) Illegal use of drugs, hallucinogens, or other substances regulated by the Texas Controlled Substances Act, (h) Conviction of a felony or crime involving moral turpitude; (i) Failure to meet the District’s standards of professional conduct, (@) Failure to comply with reasonable District professional development requirements regarding advanced course work or professional development, (k) immorality, which is conduct the Board determines is not in conformity with the accepted moral standards of the community encompassed by the District Immorality is not confined to sexual matters, but includes conduct inconsistent with rectitude or indicative of corruption, indecency, or depravity; (1) Assault on an employee or student, Page 7 SUPERINTENDENT'S EMPLOYMENT CONTRACT(m) Knowingly falsifying records or documents related to the District's activities, (a) Conscious misrepresentation of facts to the Board or other District officials in the conduct of the District’s business; (0) Failure to fulfil requirements for Superintendent certification; () Disability, not otherwise protected by law, that impairs performance of the Superintendent's required duties or, (q) Any other reason constituting “good cause” under Texas law 7.4 — Termination Procedure. In the event that the Board terminates this Contract for “good cause,” the Superintendent shall be afforded all the rights as set forth in the Board’s policies and state and federal law. 75 Resignation of Superintendent. The Superintendent may leave the employment of the District at the end of a school year without penalty by filing a written resignation with the Board. ‘The resignation must be addressed to the Board and filed not later than the 45" day before the first day of instruction of that school year. The Superintendent may resign with the consent of the Board at any other time, 7.6 Disability. In the event the Superintendent shall become physically or mentally unable to perform the essential functions of her job as Superintendent, the Board, at its option, may terminate this Contract and the employment of the Superintendent. Verification of the illness or disability of the Superintendent shall be required whenever a majority of the Board requests it Verification shall be by a physician designated by the Board and Superintendent; however, should the Board and Superintendent be unable to agree, the physician shall be the physician chosen under Section 3.14, Should the Superintendent be terminated due to such physical or ‘mental disability, in addition to post-employment compensation to which the Superintendent may be entitled to in law, the Superintendent shall receive semi-monthly salary payments (Sections 3.1 and 3.2), commencing on the first regular payday of the District following such termination of employment, for a period of one (1) year, or for the remainder of the term of this Contract, whichever sooner, in an aggregate amount equal to one (1) year of her annual base salary set out in Section 3.1 (less applicable deductions, including withholding taxes), and a continuation of the District’s payment for the health and major medical insurance for the Superintendent, set out in Section 3.4, for a period of one (1) year from the date of termination, or for the remainder of the term of this Contract, whichever is sooner. Except for the payments set out herein, the provisions of Section 3.12 of this Contract, or as otherwise required by law, the District shall have no further liability to the Superintendent for any other compensation or benefits, VII. Miscellaneous 8.1 Controlling Law. This Contract shail be governed by the laws of the State of Texas and shall be performable in Bexar County, Texas, unless otherwise provided by law. Venue for any dispute concerning the interpretation or enforcement of this Contract shall be in Bexar County, ‘Texas Pages SUPERINTENDENT’S EMPLOYMENT CONTRACT82 Complete Agreement. This Contract embodies the entire agreement between the parties hereto and cannot be varied except by written agreement of the undersigned parties, except as expressly provided herein 8.3 Conflicts. In the event of any conflict between the terms, conditions, and provisions of this Contract and the provisions of the Board’s policies, or any permissive state or federal law, then, unless otherwise prohibited by law, the terms of this Contract shall take precedence over the contrary provisions of the Board’s policies, or any such permissive law during the term of the Contract, 84 Savings Clause. In the event any one or more of the provisions contained in this Contract shall, for any reason, be held to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other provision thereof, and this Contract shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. All existing agreements and contracts, both verbal and written, between the parties hereto regarding the employment of the Superintendent have been superseded by this Contract, and this Contract, constitutes the entire agreement between the parties unless amended pursuant to the terms of this, Contract [Signatures on following page] Page ® SUPERINTENDENT'S EMPLOYMENT CONTRACTALAMO HEIGHTS INDEPENDENT Executed this day of Orch 2022. ATTEST: By: Stacy Sharpo7— © J Secretary, Board of Trustees SUPERINTENDENT (Jane Prvkoo— Dana Bashara sxecued this OY day of art 2022 Page 10 SUPERINTENDENT'S EMPLOYMENT CONTRACT