EMPLOYMENT AGREEMENT BETWEEN THE TOWN OF STOUGHTON AND

STEPHEN ANASTOS, INTERIM TOWN MANAGER

THIS AGREEMENT pursuant to Chapter 41, Section 108N of the Massachusetts General
Laws, is made and entered this ___ day of July, 2017 by and between the Town of Stoughton,
Commonwealth of Massachusetts, a municipal corporation, hereinafter called the "Town,"
acting by and through its Board of Selectmen, hereinafter called the "Board", and Stephen
Anastos, hereinafter called the "Interim Town Manager", as follows:

Whereas, the Board of Selectmen desires to appoint Stephen Anastos to serve as Interim Town
Manager of the Town of Stoughton on a periodic basis until a Town Manager is appointed;
and,

Whereas, the Board, pursuant to Chapter 41, Section 108N of the Massachusetts General
Laws,
may contract with Stephen Anastos regarding his conditions of employment; and

Whereas, Stephen Anastos has agreed to accept the appointment as Interim Town Manager of
said Town;

NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties
agree as follows:

Section 1. Duties

1.1 The Town hereby agrees to employ Stephen Anastos as Interim Town Manager of the
Town of Stoughton. The Interim Town Manager shall perform the functions and duties
specified in Massachusetts General Laws and the Town Charter, and such other duties and
functions as the Board may from time to time legally assign to him. The Interim Town
Manager shall at all times act in accord with his duty of loyalty to the Town as a Town
employee and he shall act in service to the best interests of the Town. The Interim Town
Manager shall meet with the Chairman of the Board of Selectmen at a minimum biweekly.

1.2 Nothing in this Agreement shall prevent, limit, or otherwise interfere with the right of
the Board to rescind the appointment of Interim Town Manager on thirty (30) days prior
written notice with or without cause.

Section 2. Term

This Agreement shall be in force and effect from date of execution through December 31,
2017, and may be terminated before that date by either party upon thirty (30) days written
notice. The Interim Town Manager shall file a resignation with the Town Clerk in the event of
his resignation of the position. This Agreement shall automatically terminate thirty (30) days
after the appointment of a Town Manager, should that occur during the term of this
Agreement, or during any extension(s) of this Agreement, unless the parties mutually agree to
a later termination date for the convenience of the Town.

The parties acknowledge that there is litigation pending in the Norfolk Superior Court,
Hartman v. Stoughton. et al., C.A. No. 1782CV00880, in which the prior town manager seeks
to be restored to his position as town manager. Should a Court of competent jurisdiction issue
an order that is adverse to or conflicts with this Agreement and/or either or both parties'
authority to enter into or perform under this Agreement, the parties agree that this Agreement
shall be modified to the extent necessary to comply with that order and that said modification
may include suspension or termination of this Agreement. The parties explicitly agree to take
whatever steps are necessary and appropriate to amend or modify this Agreement to conform
to any such court order, which the parties agree may include suspension or modification of this
Agreement.

Section 3. Salary

3.1 The Town agrees to pay the Interim Town Manager for services under this Agreement
a salary of thirty two hundred sixty nine ($3,269) Dollars per week (which is $170,000
annualized). Salary shall be payable in regular installments as other employees of the Town
are paid. The parties agree that time and hours of work may vary and it is recognized that the
Interim Town Manager must devote a great deal of time outside of the normal office hours to
the business of the Town and that is included in this amount. For purpose of the Fair Labor
Standards Act the Acting Town Manager is an exempt employee.

Section 4. Benefits

4.1 The Town shall provide the interim town manager with use of the automobile
previously in use by the prior town manager.

4.2 The Interim Town Manager shall be entitled to two vacation/sick days per month, but
the town manager shall not be entitled to any compensation for unused sick or vacation days,
upon the termination of this contract. The interim town manager shall not be entitled to
receive retirement, or health insurance benefits from the Town.

Section 5. Expenses

6.1 The Interim Town Manager shall be reimbursed for any expenses incurred in the
performance of his duties, or as an official representative of the Town, including attendance by
him at civic or social events.

Section 7. Indemnification

7.1 The Town shall defend, save harmless and indemnify the Interim Town Manager
against any claim, demand or legal action of any description, asserted against him, whether in
tort, contract, professional liability, or otherwise, whether groundless or otherwise, arising out
of any alleged act or omission occurring in the performance of his duties as interim Town
Manager, even if said claim is brought or filed following his separation from employment,
provided that at the time of the alleged act or omission the Interim Town Manager was then
acting within the scope of his duties. The fact that any such claim asserts that the Interim Town
Manager was not acting within the scope of his duties, shall not nullify the Towns
indemnification obligation, unless it is finally determined by a court of competent jurisdiction
that the Interim Town Manager was not acting within the scope of his duties. Unless it is so
determined, the Town (and/or its insurer) shall pay the amount of any judgment rendered
thereon, or compromise and settle any such claim or suit and pay the amount of any such
settlement, without recourse to the Interim Town Manager.

7.2 With respect to the Towns obligation to provide a defense of the Interim Town
Manager under Section 1 above, the Town, at its sole option, may either engage competent
counsel to represent the Interim Town Manager, or direct him to engage counsel of his choice,
and reimburse him for costs and attorneys fees expended, upon the presentation of paid
invoices. Reimbursement shall be within seven days of submission of paid invoices.

7.3 This Section 7 shall survive the termination of this Agreement.

Section 8. General Provisions

8.1 If any provision, or any portion thereof, contained in this Agreement, is held to be
unconstitutional, invalid, or unenforceable, said provision shall be construed in the way that
most effectively accomplishes the intentions of the parties, and the remainder of this
Agreement, or portion thereof, shall be deemed severable, shall not be affected, and shall
remain in full force and effect.

8.2 In the event that the death of the Interim Town Manager, this agreement shall terminate
as of the date of death.

IN WITNESS WHEROF the Town of Stoughton, Massachusetts has caused this Agreement to
be signed and executed in its behalf by its Board of Selectmen, and the Interim Town Manager
has signed and executed this Agreement, both in duplicate the day and year first written above.

FOR THE TOWN:

_______________________
Board of Selectmen, Chair

_______________________
Selectman

_______________________
Selectman

_______________________
Selectman

_______________________
Selectman

Interim Town Manager:

______________________
Stephen Anastos