AMENDMENT TO EMPLOYMENT AGREEMENT. This amendment to employment agreement (this “Amendment”) is effective as of February 9, 2016 and is made and entered into by and between The Charlotte Mecklenburg Board of Education (the “Board”) and Ann Clark. ‘The parties entered into an employment agreement dated Jamuary 27, 2015 (as further amended, modified, restated or supplemented from time to time, the “Agreement”}. The pacties desire to extend the term of the Agreement to June 30, 2017. All capitalized terms not otherwise defined in this Amendment have the meanings assigned to them in the Agreement, ‘Therefore, the parties agree as follows: 1. Amendment of the Agreement, Effective as of the date of this Amendment, the pa hereby amend the Agreement by making the following changes to Section 4 (Term; Residency): a. Replace the date “July 32, 2076” where it is found in Section 4, with the date “June 30, 2017." b. Replace the date “May 1, 2016” where it is found in Section 4, with the date “Aprif 30, 2017.” Severability. Ifany portion of this Amendment is held to be invalid, illegal or unenforceable, then this Amendment is to be construed as if the invalid, illegal or unenforceable provision had never been contained in this Amendment, unless the invalidity of any provision substantially deprives either party of the practical benefits intended to be conferred by this Amendment, 3. Full Force and Effect. This Amendment is limited as specified and does not constitute a ‘modification, acceptance or waiver of any other provision of the Agreement. As expressly amended by this Amencment, the Agreement will continue in full force and effect in accordance with its provisions. 4. Counterparts. This Amendment may be executed in counterparts, each of which is an original and all of which together are deemed one and the same instrumert. 5. Drafting Conventions. This Amendment is to be construed according to the following principles: (a) the captions of the sections in this Amendment are provided for convenience only and do not affect its meaning; (b) the words “party” and “parties” refer only to a named party to this Amendment; (©) examples are not to be construed to limit, expressly or by implication, the matter they illustrate; (d) the word "includes" and its syntactic variants mean “includes, but is not limited to" and comesponding syntactic variant expressions; and (¢) unless specified otherwise, any reference to a statute or regulation means that statute or regulation as amended or supplemented from time to time and any corresponding provisions of suceessor statutes or regulations. 6. Governing Law. The internal laws and judicial decisions of the State of North Carolina gover all matters arising out of this Amendment,‘The parties are signing this Amendment effective as of the date stated in the introductory clause. THE CHARLOTTE-MECKLENBURG BOARD OF EDUCATION ATTEST: Be Elyse C. Dashew, Vice Chair Che Chale ‘Ann Clark Approved as to form: Lol George E. Battle, III, General CounselSUPERINTENDENT EMPLOYMENT AGREEMENT (Term Dates: January 27,2015 — July 31, 2016) This Superintendent Employment Agreement ("Agreement") is effective as of January 27, 2015 and is made and entered into by and between Ann B, Clark ("Clark") and The Charlotte- Mecklenburg Board of Education ("Board"), ‘The Board is conducting a search for a long-term superintendent (“Long-Term Position”) and requires someone to serve as superintendent until the Long-Term Position is filled. Clark desires to serve 1s the Board’s superintendent and represents that she meets all legal end Board requirements to be hired by the Board as its superintendent, Therefore, sufficiency of consideration acknowledged, the parties agree as follows: 1. Employment. The Board agrees to employ Clark during the Term (as defined in this Agreement) to serve as superintendent and Clark hereby accepts such employment and agrees to serve as superintendent subject to the supervision and direction of the Board. 2. ‘Title: Clark's title during the Term will be “superintendent”. Throughout the Term, Clark will be entitled to all rights and privileges and required to perform all requisite duties of a superintendent as set forth under the laws of the State of North Carolina, Except as provided in this Agreement or by law, Clark will neither be reassigned to another position by the Boerd nor have her duties reassigned without her express written consent. 3. NoLong-Term Position Consideration. Upon Clark’s request and in consideration for (Clark agreeing to serve as superintendent, the Board agrees that it will not consider Clark for nor offer Clark the Long-Term Position. 4. ‘Term: Resideney. Unless sooner terminated as provided in this Agreement, the parties agree that Clark will be employed by the Board pursuant to this Agreement for a period beginning on January 27, 2015 and ending on July 31, 2016. Notwithstanding anything to the contrary in this Agreement, upon filling the Long-Term Position prior to May 1, 2016, the Board may unilaterally terminate this Agreement by providing 30 days’ writteirnotice td Clark and paying: Clark the Base Salary (as defined in this Agreement) and providing the benefits set forth in this Agreement for a period of 2 months following the end of the notice period. In accordance with North Caroline law and as soon as possible, Clark will reside in Mecklenburg County, North Carolina. 5. Respons{bilities. During the Term, subject the Board’s policies, contractual obligations, and general oversight, supervision, and direction, Clark will: a. Devote her full time, attention, and best efforts to the business of the Board; b. Maintain valid and appropriate qualifications to act as superintendent, as may be prescribed by the laws of the State of North Carolina and by the regulations of the North Carolina State Board of Education; ¢. _Be the exécutive officer of the Board and serve as secretary to the Board; d, Have charge of the administration of the schools, staff under her charge, students, and facilities; Page of 11e. Institute reforms and appropriate systemic changes, sich as curriculum and program offerings, asthe she finds necessary and expedient; £ Organize the administrative structure as necessary to affect efficiency and effectiveness; g. Direct, assign, and reassign teachers and other staff under her charge, provided she will inform the Board prior to the administrative transter of any school principal; h. Recommend all principals, teachers, and other school personnel under her charge for employment to the Board for its election; i. Recommend policies to the Board and draft, implement, and reasonably interpret policies, regulations, rules, and procedures; J. Actas liaison between the Board and the community and assume responsibility for cultivating a positive relationship between the schools and the community, Kk, Stay abreast of educational trends and developments; 1. Work collaboratively with the General Counsel and support the legal and regulatory operations of CMS; m. Establish and implement a process for communicating to the Board all relevant developments, initiatives, and issues; 2, Comply with al lawful requests, instructions, or policies made or adopted by the Board; 6. Attend all Board meetings and provide administrative recommendations on each item of business considered by the Board in those meetings, except to the extent that Clark’s absence is permitted by law or excused by the Board, acting through the Board Chair, p. By March 31, 2015, propose plans to the Board to facilitate communications between Clark and the Board as well as Clark and each Board member; 4g. Preserve the confidentiality and safekeeping of all Board student records, employee personnel records, and other confidential documents and information regarding students, employees, testing or other Board matters in accordance with Board policies and regulations and all applicable federal and state law; and 1. Perform all other duties and exercise the powers and functions incident to the office of superintendent and such other duties as may be prescribed by law or vested in her by the Board from time to time, Page 2 of 116. Compensation; Evaluation. a. Base Salary. During the Term, Clark’s salary will be as provided for by the Slate Salary Schedule for Superintendents (and any applicable supplements thereto) and local funds. Clark's total, monthly aggregate base salary (from state and Iecal finds) will be approximately $21,833.33, equivalent to an annual aggregate base salary amount of $262,000.00, less applicable withnoTdings as required by law (the “Base Salary”). ‘The Base Salary will be payable to Clark by the Board from state and local funds in monthly installments or as may be otherwise agreed to by Clark and the Board, less applicable deductions required by law. Moreover, during the Term, in addition to the Base Salary, Clark will receive any salary increases awarded by the State of North Carolina after June 30, 2015. In no event, will the Base Salary be reduced at any time below the initial amount stated in this Agreement or any subsequent increase in the Base Salary. Compensation for Additional Responsibilities Assumed Durin, mnths of November 2014, December 2014 and January 2015. As compensation for additional responsibilities incurred by Clark during the months of November 2014, December 2014, and January 2015, the Board will pay Clark a total of $4,971.28 by March 1, 2015. ©. Discretionary Performance Compensation. _ If Clark is still employed by the Board as of June 1, 2016, in addition fo the Base Salary, the Board will consider, in its sole discretion, whether to pay Clark discretionary performance compensation. Any payment of discretionary bonus compensation will be based upon the Board’s evaluation of the Clark's job performance as set forth in this Agreement and Board Policy BDDA. a, Evaluation, No later than August 31, 2015 and in accordance with Board Policy BDDA, the Board, in consultation with Clark, will develop and implement a formal process for ‘evaluating Clark's performance of her duties. The Board will formally evaluate Clark prior to the earlier of July 31, 2016 or 30 days prior to the Board’s termination of this Agreement pursuant to Section 4 During the ‘Term, Clark will be eligible to receive the following benefits: 7. Benet a. Annual Vacation, Leave, Sick Leave and Holidays. During the Term, Clark will accrue annual vacation leave, sick leave and authorized holidays as provided by state law, North Carolina State Board of Education regulations, and applicable Board policies and regulations. Annual vacation leave, sick leave, and authorized holidays will be taken in accordance with Board policy and regulations and North Carolina State Board of Education regulations. Annual vacation leave and sick leave may be carried forward as provided by law, North Carolina State Board of Education regulations, and applicable Board policies and regulations. In addition, payment, ifany, for any accrued and unused annual vacation leave at the time of Clark’s separation fiom employment with the Board will be made in accordance with Board policy and regulations and North Carofina State Board of Education regulations, b. Additional Local Paid Leave. The Board recognizes that Clark will provide services to the Board amounting to many hours of additional time above and beyond those contemplated under this Agreement, Therefore, Clark wil! be eligible to take 10 days of additional, local paid leave. Clark will take any such leave prior to using any accrued, unused annual leave days. Furthermore, any such additional local paid leave that is not used during the fiscal year in which it is camed will be automatically forfeited and may not be accumulated or carried over tothe following fiscal year, nor will it be subject to any payment by the Board or otherwise at the time of the Clark’s separation from employment with the Board for whatever the reason, Page 3 of 14©. Medical/Dental/Vision Insurance. During the Term, the Board will pay, as applicable, the full premium costs for medical, dental and vision insurance coverage for Clark and her eligible dependents under any plan approved for other professional employees of the Board, as such plans may be amended, supplemented, updated, replaced or terminated from time to time. 4. Annuity/Retirement Deferral. During the Term, the Board, at the request of Clark and to the extent permitted by federal and state laws that limit the deferral of compensation, will withhold and transfer an amount as determined by Clark of the Base Salary on an annual, semiannual or ‘monthly basis into any annuity or retirement program choson by Clatk from among the regular plan alternatives then available to other Board employees. € Memberships/Dues. During the Term, the Board will pay Clark's membership charges and regular dues for membership in the customary national, state, and local professional organizations to which a large school district superintendent regularly belongs as reviewed and approved in advance by the Board Chair (which approval will not unreasonably be withheld), f. Administrative and Technological Support. In addition, the Board will provide Clark with such facilities, equipment, supplies, and clerical assistance as appropriate to Clark's position and necessary for the adequate performance of Clark’s duties. The Board will provide, at Board exponse, with the appropriate technology that will assist Clark in the performance of her job duties and responsibilities, both on-site and off-site g. Other Benefits, During the Term, the Board will provide to Clark those other benefits customarily provided by the Board to other senior level professional Board employees employed by the Board as of July 1, 2014, inchiding 401(K), 403(b) and 457(b) plans, North Carolina ‘Teachers’ anc State Employees’ Retirement System participation, and all group life and permanent disability plans or other employee welfare benefit plans, as may be adopted, amended, supplemented, updated, replaced or ‘torminated from time to time and provided Clark otherwise remains eligible to participate in such plans and benefits by their terms. 8. Professional_Growth. The Board expects Clark to continue her professional dovolopment and expects her to participate in relevant learning experiences. The Board further expects Clark to attend appropriate professional meetings at the local and state lovel, including applicable out-of: state meetings. As such, during the Term, upon submission of proper itemized expense statements and vouchers to the Chief Financial Officer by Clark, and upon approval of the Board Chair (which approval will not be unreasonably withheld), the Bosrd will reimburse Clark for alt normal and reasonable expenses in connection with such professional development and meeting attendance. Such reimbursements/payments will be made in accordance with the terms of applicable Board policies, regulations and procedures then in effect concerning the same as may be established or amended from time to time in the absolute discretion of the Board. 9. Other Expenses, ‘The Board recognizes that Clark will incur such expenses from time to time as the Board's representative in the pursuit of educational excellence, private funding and grants, and for other business reasons. As such, during the Term, upon approval of the Board Chair (which approval will not be unreasonably withheld) prior fo incurring an expense and, after such approval, the submission of proper itemized expenso statements and vouchers to the Board Chair and Chief Financial Officer, the Board will pay ot reimburse Clark for all normal and reasonable business expenses, including authorized travel expenses, incurred by Clark io connection with Clark's performance of her responsibilities as set Page 4 of 11forth in this Agreement. The reasonableness of such business expenses will be determined in the sole discretion of the Board Chair, upon advice and counsel of the Finance Officer and, if necessary, the Board’s General Counsel. Any expenses incurred without prior approval from the Board Chair may be reimbursed provided that the Board Chair determines that it was not practicable for Clark to submit the expense for prior approval before it was incurred. 10. Professional Liability, ‘The Board agrees that pursuant to the terms and limitations of applicable Board policies, regulations and plans, it will defend, hold harmless, and indemnify Clark from any and all demands, claims, suits, actions and legal proceedings brought against Clark in her individual capacity, or in her official capacity as agent and employee of the Board, provided the incident giving to any such demand, claim, suit, action or legal proceeding arose while Clark was acting within the course and scope of her employment with the Board; and provided further, that such defense and indemnity is within the authority of the Board to provide under state aw, The Board will provide indemnity from liability as set forth above for all claims made and occurrences throughout the Term. However, in no case will individual Board members be considered personally liable to defend, hold harmless, or indemnify Clark against such demands, claims, suits, actions, and legal proceedings. 11. Conflicts of Interest; Other Employment, Neither Clark nor, to the extent within her ‘control, Clark’s family, will, either directly or indirectly, engage in eny activity which creates either an actual or potential conflict of interest with Clark's discharge of her obligations as set forth in this ‘Agreement or by law. The aforementioned prohibition will include without limitation the following activities: a. holding a pecuniary interest in any product or service provided to or being contemplated to be provided to the Board or holding such interest in any type of corporate entity which provides or will provide a product or service to the Board; and b. holding a pecuniary interest in any property (real, personal, or otherwise) or equipment provided to or being contemplated to be provided to the Board or holding such interest in any type of corporate entity which holds such property, except as permitied by law and with the express written permission of the Board. “The patties further acknowledge and agree that Clark’s duties and responsibilities will require full-time employment and frequently require that Clark attend to her duties during the evenings, weekends, and holidays. Clark will focus her professional time, ability, and attention on the Board's business during the Term. Except as specifically authorized in advance by the Board Chair, during the Term, Clark will not accept or be engaged in any outside employment or be engaged as an employee, independent contractor or otherwise in any other business or commercial activity pursued for gain, profit, or other pecuniary advantage. To the extent such authorization is granted by the Board Chair, Clark will utilize personnel leave time when engaged in any such activity for compensation. Under no circumstances whatsoever will Clark use any Board resources for any endeavor described in this Section. 12. Confidential Information, a. Obligations. ‘The parties agree that Clark will have an affirmative duty to preserve the confidentiality and safekeeping of all Board student records, employee personnel records and other confidential documents and information regarding students, employees, esting or other Board matters in accordance with Board polices and regulations and applicable federal and state law, In particular, except fo the extent that the use or disclosure of any Confidential Information (as defined below) is required to carry out Clark's assigned duties as an employee with the Board or as authorized or Page S of 11required by federal or state law, during the Term and thereafter, Clark agrees that she will not, without prior written approval by the Board Chair: (1) Disclose to any third party, either directly or indirectly; or aid anyone else in disclosing to any thitd party, either directly or indirectly; all or any part of any Confidential Information; or @) Use, disclose, divulge or communicate directly or indirectly to any third party the details of any non-public negotiation to which the Board is a party or of any non-public offers or proposals submitted or to be submitted by the Board in connection with its business b. Scope. For purposes of this Agreement, except as otherwise provided by law, "Confidential Information” includes, but is not limited to: () all non-public Board information regarding students, including but not limited to data concerning student identification, attendance, grades, test scores, promotion, discipline and medical histories; (ii) all non-public Board information regerding employees, including but not limited to employee performance, discipline, medical history and other confidential personnel matters; (iif) all non-public federal, state or local End-of-Grade’End of Course tests, grade level competency tests, or other secured test booklets, questions, answer keys or materials; or (iy) any of the information deseribed in this Section that the Board obtains from the North Carolina State Board of Education or another party or entity and that the Board treats or designates as confidential information, whether or not such information is owned or was developed by the Board. The parties further agree that Confidential Information will not inelude information that is generally and lawfully known or available to the public or the education industry in general other than as ‘a result of an aet or failure to act by Clark or is required to be disclosed by Clark by applicable law or legal process, Return_of Documents/Data. Clark acknowledges and agrees that: (i) all records, student files, manuals, letters, contracts, agreements, proposals, notes, notebooks, reports, memoranda, proprietary software and all other Board materials, documents and data used, prepared or collected by Clark as part of hor employment with the Board, in whatever form, and (ii) all Confidential Information and records containing any Confidential Information that come into her possession while an employee of the Board, whether prepared by Clark or others, are and will remain the property of the Board. Thus, Clark agrees that she will return upon the Board's request at any time (and, in any event, prior to the end of the last day of Clark's employment with the Board) all such Board documents, written material, information, products, devices and other property belonging to the Board, as well as all documents and other materials of any kind that constitute or contain any Confidential Information, in Clark's possession or control, regardless of how stored or maintained, including all originals, copies and compilations and all information stored or maintained on computer, tapes, discs, storage devices of any type or any other electronic or other form of technology. 13, Board Intellectual Property Rights. Clark and the Board agree that the Board will be the sole owner of all work and all tangible and intangible materials and products, Inventions (as defined below), improvements and ideas that Clark jointly or individually developed or develops, or of which Clark becomes aware, while acting in the course and/or scope of her employment with the Board during the Term, For purposes of this Agreement, the term invention means any discovery, development, idea, concept, improvement, modification, design, innovation, invention, process, device, machine, formula, data, know-how, program, operating instruction, manual, system, technique, hardware, software, test procedure, or other thing, whether or not patentable (“Invention”). Page 6 of 11a. Work for Hire. All "work for hire" as such term is defined by the copyright laws of the United States, prepared by Clark in the course andfor scope of her employment with the Board in connection with or in any way affecting or relating to the business of the Board or capable of 1g used or adapted for use in or in connection with such business are expressly intended to be wholly ‘owned, and all copyright rights to be held, by the Board or such other governmental body corporate as the Board may designate. To the extent that any such copyrightable works may not, by operation of law, be works for hire, Clark agrees to and hereby does assign to the Board, or such other governmental body corporate as the Board may designate, ownership of all copyright rights and those works, The Board will have the right to obtain and hold in its own name copytights, registrations and similar protections that ‘may be available for those works. Clark further agrees and undertakes that she will execute such deeds or documents and do all such acts and things as may be necessary or desirable to substantiate the rights of the Board or its designees with respect to the matters roferenced in this Agreement, Board's Proprietary Rights. Clark agrees that all Inventions, discoveries, developments, ideas, improvements, modifications, innovations, processes, programs, operating instructions, manuals, documentation, discs, tapes, written materials, systems, tochniques, hardware, software, test procedures or other things, whether or not patentable, that are made, conceived or reduced to practice by Clark, solely or with others, while employed by the Board in connection with or in any ‘way affecting or relating to the business of the Board or capable of being used ot adapted for use therein or in connection therewith, whether or not during working hours or on the Board's premises, and that (i) relate to the business and operations of the Board or its actual or demonstrably anticipated research or development or a reasonable or contemplated expansion thereof, or (ii) result from any work performed by Clatk for the Board, or (iii) are developed on the Board's time or using the Board's equipment, supplies, facilities or trade secret information, or (iv) are based upon or related to trade secrets or other Confidential Information (es defined above) of the Board that Clark has had access to through her employment with the Board will be the property of the Board or such other body corporate as the Board ‘may designate, and will promptly: be disclosed by Clark to the Board, c. Cooperation, Clark agrees that, at any time during or for a period of 4 years after the expiration or termination of this Agreement, she will, without further compensation but at the Board's sole expense, sign all papers and cooperate in all other acts reasonably required to secure or protect the rights held by the Board or such other governmental body corporate as the Board may designate in all property identified in this Agreement, including without limitation executing written assignments therefore and applying for, obtaining and enforcing patents or other similar protections thereon in the United States or any and all other countries. In the event that Clark is unable or unavailable or will refuse to sign any lawful or necessary documents required in order for the Board or its designees to apply for and obtain a patent or patents with respect to any work performed by Clark (including applications or renewals, extensions, divisions or continuations), Clark hereby irrevocably cesignates and appoints the Board and its designees and their duly authorized officers and agents as, Clark's agents and attomeys-in-fact to act for and in Clark's behalf, and in her place and stead, to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents with respect to such new developments with the same legal forve and effect as if executed by Clark. 14, ination. a, Termination Events, The Term will tecminate immediately upon the occurrence of eny of the following events: (i) Clark’s death; (ii) upon the date of Resignation by Clark {as defined below); (iil) date the Board gives Clark notice of Termination for Just Cause (as defined Page 7 of 11below); (iv) upon the close of business on the date the Board gives Clark notice of Termination Without Cause (@s defiried below); (v) upon the end of the time period specified following the Disability of Clark (as defined below); or (vi) upon the end of the Term, b. Resignation _by Clark, For purposes of this Agreement, "Resignation by Clark” will mean any termination or resignation by Clark of her employment relationship with the Board for any reason, including but not limited to retirement by Clark under this Agreement, before the end of the Term. Clark is required to give at least 90 days advance written notice of resignation to the Board, and the Board is entitled upon receiving such notice, in its diseretion, to accept such resignation as effective on the resignation date proposed by Clark, or such other earlier date designated by the Board. In addition, the Board will be required to pay Clark the Base Salary and other applicable, accrued compensation set forth in this Agreement only through Clark's final resignation date as agreed to or revised by the Board, regardless of whether Clark is actually permitted to perform any services for the Board during that period Termination for Just Cause; Just Cause Hearing Rights, For purposes of this, Agreement, termination for just cause will mean the Board’s unilateral termination of this Agreement resulting from Clark's: () commission or omission of any act of dishonesty, fraud, embezzlement, theft, misappropriation, breach of fiduciary duty, or gross neglect of her job duties; (ji) conviction, guilty plea or plea of nolo contendere for any crime involving moral turpitude or for any felony; (iii) violation of the Board's drug or alcohol policies; (iv) excessive absenteeism not authorized by this Agreement, Board policy or lav (v) intentional violation of the Board's policies or instructions; (vi) insubordination; (wii) unwillingness or inability to camry out or meet the lawful performance criteria objectives, milestones and supervisory instructions established or given by the Board from time to time; (viii) breach, threatened breach or failure to perform the obligations sct forth in this Agreement, Board policy or applicable federal or state law; or (ix) termination for such other causes and reasons as provided by applicable federal and state law ("Termination for Just Cause"), Prior to Termination For Just Cause, Clark will have the right to written charges, a hearing before the Board as described below, 10 days advance written notice of said hearing, and a writen final decision. At any such hearing before the Board, Clark will have the right to be present and to be heard, to be represented by counsel, to examine witnesses, and produce testimonial and documentary evidence relevant to the issue. A transcript of the record of the proceedings before the Board will be made available without charge to Clark. If Clark chooses to be accompanied by legal counsel at the hearing before the Board, she will assume the cost of any such legal expenses. 4. Termination Without Cause, For purposes of this Agreement, termination ‘without cause will mean any termination of this Agreement by the Board for any reason other than death, disability or Termination for Just Causo (‘Termination Without Cause”). Upon Termination Without Cause, and provided Clark continues to abide by the confidentiality and other post-employment requirements set forth in this Agreement, then Clark will be entitled to be paid Clark's then applicable, remaining unpaid Base Salary through July 31, 2016, payable to Clark by the Board at the same time end in the samo manner as the payment of Clark's prior Base Salary (“Severanco”). The payment of the Severance will be treated by the parties as liquidated damages to compensate Clark for any and all claims or damages incurred by her of any kind or nature whatsoever, including but not limited to, contractual, compensatory and punitive damages arising out of or relating to the "Without Cause" termination of her employment by the Board. Moreover, in exchange for and as a condition precedent to receiving the Severance, Clerk agrees that she must execute a release ofall claims and causes of action, known and unknown at that time, relating to or arising out of her employment with the Board. The Page 8 of 12Board’s termination of this Agreement pursuant to Section 4 will not be considered Termination Without Cause. e isability. For purposes of this Agreement, disability will mean Clark is disabled and unable, with or without a reasonable accommodation, safely and effectively to perform the essential functions and duties of her position with the Board by reason of a physical or mental disability, impairment, injury or condition that has continued for a period totaling 90 days beyond the time that Clark would have been entitled to take regular annual leave or sick leave with the Board, or both Disability’). Clark agrees to submit such medical evidence to the Board regarding such Disability as is, reasonably requested by the Board Chair. The Board, in turn, agrees to cooperate fully with Clark in assisting her in applying for applicable disability benefits. 18, Effect of Termination/End of Agreement, Subject to this Agreement, Board policy and law, following the termination or end of the Agreement, Clark or, in the event of Clark’s death, Clark's estate wil: i) be entitled to any eared but unpaid Base Salary due at the time of the termination; (ii) be entitled to any non-forfeited amounts eared that may be payable to Clark pursuant tothe terms of the discretionary performance compensation as set forth in this Agreement; (ii) be entitled to any vested 401(&) 403(b), 457(b), or other vested retirement, pension or deferred compensation benefits hereunder with the Board or the State Board of Education, if any; (iv) be entitled to any accrued, vested benefits pursuant to the terms of any other plans or programs in which Clark is a participant, if any; (v) be entitled to reimbursement of all reasonable business expenses incurred by Clark as set forth in this Agreement prior to the termination or end of the Term; and (vi) have the general right to elect certain coverage continuation under COBRA, if and as applicable (collectively, the "Regular Compensation”). ‘Thereafter, except for any additional benefits or payments that may be due as set forth in this Agreement, Clark or her estate, as applicable, will not be entitled to receive any additional compensation, payments, wages, bonuses, incentive pay, commissions, severance pay, consideration or benefits of any kind from the Board hereunder upon the termination of this Agreement or end of the Term, nor will Clark or her estate be entitled to receive reimbursement for business expenses incurred after the end of the Term. 16, Public Nature of Agreement. The parties hereby acknowledge and agree that except as required by law, following the parties’ mutual execution of this Agreement, this Agreement and payment ‘terms other terms and conditions contained in it will not be confidential and will be open for disclosure to and review by the public and other third parties. 17. Successors and Assigns. This Agreement will be binding upon and inure to the benefit of Clark, the Board and, as appropriate, their respective successors, assigns, heirs and personal representatives; provided that Clark may not assign any of her rights, ttle, duties or interest in this Agreement. The parties, however, agree that nothing in this Agreement will preclude either Clerk from. designating a beneficiary to receive any benefit payable upon Clark's death, or Clark's or her estate's Inywfully authorized representatives from lawfully assigning any assignable rights under this Agreement. 18, Governing Law. Tho parties agree that this Agreement will be deemed to be a contract mace under, and for all purposes will be governed by and construed in accordance with the internal laws and judicial decisions of the State of North Carolina, except as superseded by federal law. 19. Taxes; Deductions: Estate. The parties agree that all componsatioa, plan, benefit and potential severance or other payments to Clark set forth in this Agreement, if and as applicable, will be subject to all withholdings and deductions required by law or as authorized by Clark, as appropriate, and Page 9 of 12the Board will report such amounts set forth in this Agreement as W-2 income for the applicable tax year(s) in which they are received, if and as applicable or as otherwise required by law. The partios further agree that in the event of Clark’s death, any applicable severance or other vested o accrued, non- forfeited compensation or benefit payments outlined in this Agreement will be paid to Clark's estate or legal representative, in accordance with the sbove terms. 20, Waiver of Breach. No waiver of any breach of this Agreement will operate or be construed as a waiver of any subsequent breach by any party. No waiver will be valid unless in writing, and signed by the party waiving any particular provision, 21, Severability. The parties understand and agree that every provision of this Agreement is severable from each other provision of this Agreement. Thus the patties agree that if any part of the covenants or provisions contained in this Agreement is determined by a court of competent jurisdiction or by any arbitration panel to which a dispute is submitted to be invalid, illegal or incapable of being enforced, then such covenant or provision, with such modification as will be required in order to render such covenant or provision not invalid, illegal or incapable of being enforced, will remain in full force and effect, and all other covenants and provisions contained in this Agreement will, nevertheless, remain in full force and effect to the fullest extent permissible by law. 22, Counterparts. This Agreement may be executed in duplicate counterparts, each of will be deemed an original and all of which will constitute but one and the same instrument, 23, —_iling, The parties agroe that a copy of this Agreement will be filed with the State Board of Education of North Carolina in accordance with state law. 24, Entire Agreement. Except 5 otherwise set forth in this Agreement, this Agreement constitutes the entire agreement among the parties pertaining to the subject matter contained herein and supersedes any and all prior and contemporaneous agreements; representations, promises, inducements and understandings of the parties, including but not limited to Clark’s prior and current employment agreements with the Board. This written Agreement camnot be varied, contradicted or supplemented by evidence of any prior or contemporaneous oral or written agreements. Moreover, this written Agreement tay not be later modified except by a further writing mutually agreed to by the parties, approved by official action of the Board, and signed and accepted in writing by the duly authorized Board Chair and Clark, [THE REST OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY] [SIGNATURES ON NEXT PAGE} Page 10 of 11‘The parties are sigaing this Agreement effective as of the date stated in the introductory clause, THE CHARLOTTE-MECKLENBURG BOARD OF EDUCATION ‘Timothy 8: Moygaih, Vice Cu b. Cone Ann B, Clark APPROVED AS TO FORM: a “a i Gepége E. Battl@11, General Cotinsel ‘THIS INSTRUMENT HAS BEEN PREAUDITED IN THE MANNER REQUIRED BY THE, SCHOOL BUDGET AND FISCAL CONTROL ACT wy. Aube Wdhwd ais Sheila Shirley, Finance Off Page 11 of 11