WINOOSKI SCHOOL DISTRICT 1EMPLOYMENT AGREEMENT FOR ADMINISTRATOR WHEREAS, the Winooski School District, a supervisory district organized

under the laws of the State of Vermont having its principal offices in Winooski, Vermont (the "District"), acting by and through its Board of School Trustees (the Board) wishes to employ MARY K. MARTINEAU as the Superintendent of schools (the "Administrator"), on the terms and conditions hereinafter set forth; and WHEREAS, the Administrator wishes to accept such employment on such terms and conditions; and NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Board and Administrator agree as follows: 1. Appointment: The Board hereby appoints the Administrator as the Superintendent of Schools for the term specified below. 2. Term: The term of this Agreement shall begin on July 1, 2011, and shall end on June 30, 2013, a two year contract. 3. Professional Licensure and Endorsement: The Administrator represents and warrants to the Board that as of the date of this Agreement he/she holds, and shall thereafter continuously maintain, a valid license issued by the State of Vermont Department of Education with such endorsements or other designations as required by law and the rules and regulations of the Vermont Department of Education to enable the Administrator to lawfully perform the duties and responsibilities of the Administrator. Failure on the part of the Administrator to acquire the necessary valid professional Administrator license may constitute a breech of this agreement and may cause this contract to be terminated by the board. 4. Administrators Duties: The Administrator shall professionally and competently perform the services, duties and obligations specified in this contract, the laws of the State of Vermont, the rules, regulations and policies of the Vermont Department of Education, and the rules, regulations and policies of the District, all as the same may be modified from time to time hereafter. The Administrator and the Board acknowledge

that it is neither practical nor advisable to set forth in detail all of the duties of the Administrator but, nevertheless, agree that the specific duties of the Administrator may be set forth in a job description developed after execution of this Agreement provided that the Administrator is consulted in advance with respect to any such description and is given a reasonable opportunity to address the description with the Board before it is adopted. 5. Exclusive Duties: The Administrator shall devote all of his/her work time, energy, skill, effort, labor, knowledge and attention solely to the business and operations of the District. This, however, does not preclude the Administrator from teaching within the District or teaching at a post-secondary institution, if those teaching duties do not interfere with the Administrators performance of the duties herein set forth. 6. Work Days: During the term of this Agreement, Administrator is contracted to work two hundred and sixty (260) days, subject to the vacation and other leave benefits afforded administrator. 7. Compensation: The Administrator shall be paid a salary of $103,000.00 for the 2011/2012 school year. Compensation for the 2012/2013 school year shall be $107,120. 8. Benefits: The benefits to be provided the Administrator during the term of this Agreement are set forth on Schedule A, attached hereto. 9. Termination: The Board may terminate this Agreement during its term in accordance with 16 V.S.A. 243(d), unless otherwise noted within this agreement. 10. Non-Renewal: Notice of non-renewal shall be given on, or before, February 1, of the Administrators contract period; and shall set forth in writing the Boards reasons for failure to offer the Administrator a renewal of the contract. Upon submission of a written request to the Board, within fifteen (15 school days of receipt of the notification of intended nonrenewal, the Administrator shall have the right to appear before the Board within fifteen (15) school days from the Boards receipt of Administrators request to appear, for the purpose of presenting all relevant matters that the Administrator desires to present to the Board that may tend to show that the Administrators contract should be renewed. Prior to such

hearing, the Administrator shall have the right to examine all documents that the Board may have relied upon in setting forth its reasons for the non-renewal of Administrators contract. At the hearing the Board shall explain its position and the Administrator shall be allowed to respond. The Administrator and the Board may present information and witnesses, and the Administrator and the Board may be represented by counsel, at their own expense. Within five (5) school days after such hearing, the Board shall render a decision as to whether or not it will withdraw its notification of non-renewal. This decision shall be in writing, signed by the Chair of the Board of School Trustees, and shall briefly set forth the findings relied upon in rendering its decision and a copy shall be furnished to the Administrator. The decision of the Board is final. 11. Merger and Amendment: This document reflects the entire understanding and agreement between the parties on the subject matters covered by this agreement, and all other written or verbal negotiations, understandings and agreements are merged herein and void and of no force and effect. Any change in this contract, such as an extension of its terms or an adjustment in salary, during the life of this contract, shall be ineffective unless set forth in writing and signed by both parties. 12. Governing Law and Severability: This agreement shall be construed under the laws of the State of Vermont. If any provision of this Agreement should be determined by a court of competent jurisdiction to be invalid, unlawful or unenforceable, such provision shall be stricken, but the rest and remainder of the Agreement shall remain in full force and effect, enforceable in accordance with its terms as written. The formation of this Agreement is deemed to have occurred in the State of Vermont and the same is subject to its laws. 13. Grievance: If during the duration of this contract the Administrator feels that there has been a violation, misinterpretation, or misapplication of the terms of this Agreement he/she has the right to: a) Fully discuss the grievance with the Superintendent of Schools so that the matter can be resolved as quickly and amicably as possible. b) If the Administrator is not satisfied with the resolution at the Superintendent of Schools level he/she may present the grievance to the Board of School Trustees at the

next regular or special meeting of the Board. After full review of the matter by the Board, it shall respond to the Administrator in writing its decision. The decision of the Board shall be final. The Administrator has the right to representation of his/her choice in all grievance proceedings. When grievance involves a disciplinary matter or grievance against the Administrator or a contract grievance brought against the district by an Administrator, the cost of the Administrators legal counsel will be borne by the Administrator, otherwise the cost of legal counsel will be borne by the District or the Districts insurance carrier. Executed in Winooski, Vermont this ____ day of ______, 2012.

__________________________ Board President

__________________________ Administrator

SCHEDULE A BENEFITS 1. Vacation: 25 days paid vacation.

2. Sick Leave: 20 sick days. All unused sick leave will be cumulative to the number of administrative workdays specified in the contract. 3. 4. Professional Leave: Personal Leave: 3 days.

3 days. 5 days for death of immediate

5. Bereavement Leave: family member.

6. Parental Leave: As negotiated in the WEA agreement with the school board under Article 10.5 7. Other Leave: Other leaves with or without pay will be made at the discretion of the school board upon receipt of written request by the Administrator indicating the nature and time needed for leave. 8. Paid Holidays: 13 paid holidays.

All leaves must be documented on the Application for Leave forms in a timely manner through the Superintendents Office. 9. Insurances:

Health and Accident Insurance: The District shall contribute 87% of the cost of the premium for a single, two person or family membership in the BC/BS VEHI DUAL OPTION health and accident insurance program for the first year (2011/2012) of the contract and the premiums for the second year (2012/2013) of the contract the district shall contribute 86%. Dental of the cost of a dental insurance one in force for equivalent. Insurance: The District shall contribute 100% single, two person or family membership in a plan. The dental insurance plan shall be the the 2008-2009 school year, or substantially

Life Insurance: The District shall provide for each Administrator term life insurance coverage of $100,000. If the master life insurance policy includes a provision whereby an administrator may purchase additional coverage at his/her own expense, the district will make such insurance available. Any such additional coverage will be offered within the conditions set forth by the insurance company. Payment for any such additional coverage shall be by payroll deduction. 10. Extended Health Insurance Coverage: The Winooski School District will share the health insurance cost of an Administrator (with at least fifteen (15) consecutive years of service with the school district) upon retirement until age 65, but for a maximum of five (5) years only. The District contribution will be $1,000 per year per retiree. The Administrator shall notify the Board, in writing, by December 1st of his/her final year so that the benefit will be included in the budget. 11. Professional Development Subsidy: The District will provide to the Administrator the sum of up to $1,500.00 to help defray expenses while attending and participating in professionally related activities. The use of these funds will be at the discretion of the Administrator but with the approval of the President of the Board of School Trustees. 12. Early Retirement/Career Change Incentive Benefit: Each Administrator who retires from his/her employment with the District shall be eligible for an early retirement/career change incentive benefit as set forth: a) An Administrator who retires before age sixty-two (62) shall be eligible for the benefit only if he/she has completed fifteen (15) consecutive years of employment with the District as an Administrator. For purposes of this benefit, the Administrators age will be determined as of June 30th of his/her last year of employment with the District. b) Notification to retire must be in writing and received by the Superintendent of Schools on or before January 1st of the year prior to the retirement date. At the discretion of the Board, this date may be waived. c) Payment the benefit paid to the Administrator shall be based upon the Administrators average annual salary over the last five (5) years of service. Said salary shall not include

any co-curricular payments received by the Administrator. The total benefit shall equal a percentage of the aforementioned average annual salary. Said percentage shall be determined by the years of consecutive employment according to the schedule set forth below. YEARS OF SERVICE Fifteen (15) years Twenty (20) years Twenty-five (25) years PAYMENT PERCENTAGE 80% 70% 60%

The benefit shall be paid to the administrator over the five years immediately following said Administrators retirement from the District and payable in semi-annual installments. The semi-annual payment shall be made on September 1st and March 1st of each year beginning with the year, which the Administrator retires. Each annual payment shall equal one-fifth (1/5) of the total benefit for which the Administrator is eligible.