CONTRACT OF EMPLOYMENT BETWEEN DISTRICT BOARD OF TRUSTEES OF FLORIDA STATE COLLEGE AT JACKSONVILLE AND STEVEN R. WALLACE, PH. D.

THIS CONTRACT is entered into between the DISTRICT BOARD OF TRUSTEES OF FLORIDA STATE COLLEGE AT JACKSONVILLE, (hereinafter called the Board), and STEVEN R. WALLACE, Ph.D. (hereinafter Wallace or the College President). IN CONSIDERATION of the mutual agreements, covenants, terms and conditions herein contained, the parties hereto agree as follows: 1. Term of Employment. The Board agrees to employ Wallace and Wallace agrees

to accept and perform the position of College President Administrator at Florida State College at Jacksonville (the College) for the term from July 1, 2012 through June 30, 2016 January 1, 2013 through June 30, 2014 (the Term). Upon his retirement Wallace shall bear the title President Emeritus. Pursuant to F.A.C. 6A-14.041(3) neither Wallace nor the Board owes any further contractual obligation beyond the terms of the Contract. No legal cause shall be required of the Board in the event that Wallace is not reemployed by the Board in any position after June 30, 2013 14; and no hearing on the Board's refusal, if any, to reemploy shall be required. Effect on Prior Contract of Employment. Except for provisions specifically adopted and incorporated herein, this contract supersedes the Contract of Employment between the Board and Wallace dated June 5, 2012 (the Prior Contract). As of the Effective Date, the Prior Contract is deemed satisfied and is null and void. 2. Duties. Wallace shall be vested with and exercise the authority, power and duties

provided in Florida Statutes 1001.65 and F.A.C. 6A-14.0261, or as authorized by the Board, and, within Wallaces reasonable discretion, activities necessary to advance the interests of the College. Specifically, Wallace agrees to devote his full working time and attention to the duties and responsibilities assigned to him by the Board, including but not limited to the administration

and implementation of policies, procedures and directives related to the continuing establishment, operations, maintenance and fundraising, economic development, support of the Florida College System through the Association of Florida Colleges and other services contributing to the improvement of the College. In addition, Wallace will conduct and report on research relative to emerging best practices in college teaching and learning, emerging digital education, student degree completion and student debt reduction. a. Outside Activities During the Term, and without any compensation from

the College, Wallace may engage in outside activities such as serving on for-profit and non-profit boards of directors, delivering speeches, writing and consulting services, if these outside activities do not involve fulltime employment nor interfere with the performance of his obligations under this Contract. If the Board subsequently determines that any outside activities pose or will pose a conflict of interest or if the time commitments required of Wallace interfere with the performance of his obligations as College President, he shall, at the request of the Board, cease such activities at the earliest available opportunity. Any compensation earned by Wallace in connection with

approved outside activities may be paid to and retained by him, and will not affect the terms of this Contract. Wallace will promptly disclose to the Board each new or

recurring source of outside earned income and other compensation. 3. Compensation. The Board shall pay Wallace for services rendered as follows: A. Annual Salary. For the period July 1, 2012 through June 30, 2013, an

annual salary of THREE HUNDRED TWENTY EIGHT THOUSAND TWO HUNDRED FORTY-TWO AND 72/100 DOLLARS ($328,242.72) payable in semi-monthly installments of Thirteen Thousand Six Hundred Seventy-Six dollars and Seventy-Eight cents ($13,676.78), January 1, 2013 through June 30, 2013 a salary of $164,121, and for the period of July 1, 2013 through June 30, 2014 a salary of $313,000, all payable in semi-monthly installments and minus required deductions and withholdings. (1) Review of Annual Salary. Wallaces compensation

amount shall be reviewed on or before June 1st during each year of the Term and, within the discretion of the Board, be adjusted upward but not
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decreased. In determining the Annual Salary, the Board shall consider, but is not limited to, the following factors: (a) the compensation of college presidents in similar size institutions; (b) the compensation of Wallace as compared to other college presidents in the Florida State College system; (c) any increase in duties or responsibilities due to the change, scope, or mission of the College; and (d) recognition that Wallace should be compensated on a level commensurate with his responsibility as the executive of a leading state college. Notwithstanding this review, if the parties fail to agree on an Annual Salary, the rate then in effect shall continue until either there is a mutually satisfactory contract executed by the Board and Wallace, or until this Contract terminates, whichever occurs first. Notwithstanding 5(b), if the parties fail to agree on an Annual Salary as provided in this paragraph, Wallace shall have the option to terminate this Contract by giving thirty (30) days written notice to terminate this Contract. Such termination shall be treated as a Voluntary Termination. B. Insurance and Leave Benefits. (1) Health Insurance and Related Benefits. Wallace shall be

entitled to participate in the insurance, sick leave, and other employee benefit programs to the same extent, and in the same manner, as all employees of the Board, except as otherwise provided herein and subject to the laws and regulations of the State of Florida and policies adopted by the Board. The College shall pay the premium amounts for Wallace and Wallaces dependents (a) health care insurance; (b) dental insurance; (c) long-term care insurance; and (d) such other health or life insurance as are provided to the other employees of the Board through June 30, 2013. From July 1, 2013 through June 30, 2014 Wallace shall be eligible for all Senior Management Class benefits. (2) Reimbursement of Medical Expenses. The College shall

reimburse Wallace an amount equivalent to the Colleges flexible spending account plan maximum, or reimburse an equivalent amount, for expenses incurred for a comprehensive physical, health assessment, or other allowable medical expenses. Any amount not used may not be carried over at the end of each calendar year. (3) Leave Benefits. In recognition and acknowledgement of

Wallaces executive administrative experience in higher education, and as consistent with applicable state law and rules governing the College as established by the Board, Wallace shall be entitled to receive compensation for previously accrued sick leave and vacation leave benefits. and to accrue sick leave and vacation leave benefits as specified herein. As it relates to sick leave benefits previously accrued by Wallace, the following terms shall apply: (a) the 776 sick leave hours previously accrued by Wallace and transferred to his annual leave account are hereby forfeited; (b) as of December 31, 2009 Wallaces sick leave balance shall remain 296 hours, an amount that shall not be increased in the future; (c) beginning on January 1, 2010 Wallace will be granted three (3) days of vacation leave for each calendar month of service or major fraction of a calendar month of service; (d) Wallace may accrue vacation leave without limitation; and (e) at his discretion, Wallace may convert any accrued vacation leave to compensation at the then current per diem rate applicable at the time of conversion. Upon termination, any sick and vacation leave balances shall be converted to and paid as compensation to Wallace at the then current his 2012-13 per diem rate. Further, Wallace is entitled to any other form of leave available or mandated by federal or state law, including but not limited to the Family and Medical Leave Act. (4) Benefit Days. Wallace shall earn one "benefit day" credit

for each month of service which credit shall be converted to compensation at the then current per diem rate upon Wallaces separation from the College. Effective July 1, 2010, Wallace shall earn an additional one-half
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(.5) benefit day credit for each month of service. The distribution upon termination of employment shall be made within 60 days of termination in a single lump payment, net of any income or employment taxes. The terms of the benefit conversion shall be governed by Rule 6Hx7-3.63 as adopted on December 1, 2009 or as amended and in effect at the time Wallace separates from employment. In addition to the payment received at separation, Wallace shall also be entitled to receive interim distributions in sufficient amounts to pay any federal income and employment taxes payable due to the applications of Internal Revenue Code sections 457(f) and 3121(v). For the purpose of determining the amount payable to

Wallace to reimburse him for his federal income and employment taxes, it shall be assumed that Wallace is in the highest federal income tax bracket. These interim distributions shall reduce the amount Wallace would otherwise be paid by the College in satisfaction of its benefit day obligation. (5) Sabbatical Benefit. Wallace shall be eligible for a

sabbatical after ten (10) years of employment with the College. The specific terms and conditions of the sabbatical, including timing, duration, and requirements for return to work, will be determined by the Board in consultation with Wallace. If the sabbatical is taken by Wallace during the term of this Contract, the terms of this Contract relating to compensation shall resume immediately upon Wallace returning to active service as College President. Wallaces request to take a sabbatical or actual sabbatical shall not be considered in establishing the College Presidents compensation.

C.

Retirement and Deferred Compensation.

Wallace shall receive

retirement plan contributions annually from the College in accordance with policies adopted by the Board and the provisions of the Colleges 401(a) plan. In addition, the College President shall receive annually an amount equal to the maximum contribution amount allowable under the applicable regulations for IRS 403(b) accounts. The President shall also receive annually an amount equal to the maximum contribution amount allowable under the applicable IRS regulations for IRS 457 deferred compensation accounts. D. Housing. Wallace shall also receive, as additional compensation, an

annual housing allowance of Twenty-Five Thousand Dollars ($25,000.00) payable in semimonthly installments. The Board may also authorize additional reimbursement for entertainment on behalf of the College conducted at the College Presidents home. The College or a College related source will provide appropriate staff to assist with College related entertainment. E. Automobile Provision. Through January 2014 Wallace shall be provided

with a have continued use of his leased automobile with gasoline, insurance and maintenance included, for conducting College business. It is understood and agreed that Wallace shall be entitled to use the automobile for both College and non-College purposes, pursuant to the provisions of District Board of Trustees Rule 6Hx7-2.3. F. Sum of Compensation. Except as otherwise provided herein, it is further

expressly understood and agreed that the terms specified herein represent the total compensation Wallace is due for services performed. Wallace may receive additional compensation from personal investments or business interests, provided that such investments or business interests do not materially conflict with him performing his duties as the College President. Wallace shall receive written approval from the Board for any investment or business interest that exceeds 5% of the total shares of the investment or interest. This provision shall not apply to businesses owned by Wallaces family. 4. Performance Review. Pursuant to State Board of Education Rule 6A-14.026 the

Board shall annually evaluate the College President's performance of the duties and responsibilities above through a mutually agreeable process. In furtherance thereof, an

evaluation shall be conducted each year by an Ad Hoc Committee of the Board as designated by
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the Chair. The findings and recommendations of the committee shall be submitted in writing to the full Board following the committee's conclusion(s). After acceptance by the Board, the written evaluation shall be submitted to the Chancellor of the Florida College System for review a. Termination for Cause. Except as otherwise provided in the Rules of the

State Board of Education, the Florida College System and the Board, this Contract may not be terminated, or Wallace suspended or dismissed, except in accordance with the provisions of this 5. Wallaces employment shall terminate earlier than the expiration of its Term upon the occurrence of any of the following events: contract. [section moved from below] The College may terminate Wallaces employment at any time for Cause upon written notice to him, in which event all payments under this Agreement shall cease, except for: (i) as a lump sum, Annual Salary to the extent already accrued and unpaid up to the date of his termination; and (ii) all benefits accrued or earned before his termination in accordance with the terms of any applicable benefit plans and programs of the College. Wallace shall not be entitled to any severance pay in the event he is terminated for Cause. Cause shall mean any of the following grounds for termination by the College of Wallaces employment: (i) he is convicted of or enters a guilty plea or a plea of no contest to any felony or any crime involving fraud, theft, misuse or misappropriation of money or other property, or moral turpitude; (ii) in the reasonable judgment of the Board, he has breached in any material respect the terms of this Contract; (iii) in the reasonable judgment of the Board, he has neglected or willfully failed or refused to perform material assigned duties; or (iv) in the reasonable judgment of the Board, he has engaged in gross and willful misconduct with respect to the business affairs of the College. 5. a. Termination Without Cause. The College may remove Wallace as

President at any time without Cause upon not less than ninety (90) calendar days prior written notice to him; provided, however, that, in the event that such notice is given, Wallace shall be under no obligation to render any additional services to the College and shall be allowed to seek other employment, subject to the terms, conditions and covenants of this Contract. If the College terminates Wallaces employment without Cause, he shall be entitled to receive the following: (1) The College shall pay to Wallace as a lump sum, all
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amounts earned or accrued, under 3(A) above, that had not yet been paid as of the date of termination; (2) Wallace shall receive all other benefits accrued or earned in

accordance with the terms of any applicable benefit plans and programs of the College described in 3(B) through the date of his termination; and (3) Contingent upon execution by Wallace of a Release and

Severance Agreement in a form satisfactory to the College releasing any and all claims that he may have against the College, the College shall pay Wallace severance pay from in an amount equal to twenty (20 weeks prorated salary payable in a lump sum within thirty (30) days of such termination. In addition, the College shall pay the amount due for continued COBRA coverage for Wallace and Wallaces dependents under the Colleges medical and dental plans, should he elect such coverage, for the period during which he is entitled to receive continued Annual Salary installments under this subsection. b. Voluntary Termination. In the event Wallace shall voluntarily terminate

his employment prior to the end of the Term of this Contract, he shall be required to give the Board not less than six (6) months notice in order to transition the duties and responsibilities of his position. Upon such termination, Wallace shall be entitled to any accrued but unpaid Annual Salary and benefits described in 3(A), 3(B), and 3(C). Wallace shall not be entitled to any severance pay in the event he voluntarily terminates his employment. c. Disability. The College may terminate Wallaces employment if he is

unable to perform the essential functions of his position with or without reasonable accommodation during the Term because of physical or mental injury or illness (Disability), subject to any limitations imposed by federal, state or local laws for the College to provide a reasonable accommodation to him, if such reasonable accommodation would not impose an undue hardship to the College and would enable him to satisfactorily perform the essential functions of his position. During any approved Disability leave, the College agrees to pay the difference between Wallaces Annual Salary and any payments received by his pursuant to any
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available disability policies for a time period not to exceed three (3) months in any calendar year, after which time any approved Disability leave shall be unpaid leave. Wallace agrees, in the event of a dispute under this section relating to his Disability, to submit to a physical examination by a licensed physician jointly selected by the Board and him. If the College terminates Wallaces employment for Disability, he shall be entitled to receive the following: (1) The College shall pay to Wallace as a lump sum, all

amounts earned or accrued, under 3(A), that had not yet been paid as of the date of termination; and (2) Wallace shall receive all other benefits accrued or earned in

accordance with the terms of any applicable benefit plans and programs of the College described in 3(A), 3(B) and 3(C) through the date of his termination. Wallace shall not be entitled to any severance pay in the event he is terminated for Disability. d. Death. If Wallace dies while employed, the College shall pay to his

executor, legal representative, administrator or designated beneficiary, as applicable and as a lump sum, all amounts earned or accrued, under 3(A) above, that had not yet been paid as of the date of his death, and all benefits accrued or earned before or upon his death in accordance with the terms of any applicable benefit plans and programs of the College described in 3(C). Except as otherwise set forth above or provided in 6Hx7-3.64, the College shall have no further liability or obligation under this Contract to Wallaces executors, legal representatives, administrators, heirs or assigns or any other person claiming under or through his, including (but not limited to) it will have no liability for any severance pay. e. 6. Termination for Cause. [section moved]

Determination of Disability. The College President, at the expense of the Board,

agrees upon the request of the Board at any time during the Term to submit to examination by a qualified physician or physicians to be selected by the College President from a list consisting of not less than three names approved by the Board, and to allow the report of this examination to be submitted to the Board with a copy being forwarded to the College President.

Notwithstanding this examination, if conducted, the Board shall comply with the terms of the Florida Civil Rights Act and/or Americans with Disabilities Act relating to discrimination against individuals with a disability and its obligation, as an employer, of reasonably accommodating individuals with a disability. 7. Survivorship. The respective rights and obligations of the parties under this

Contract shall survive any termination of Wallaces employment to the extent necessary to the intended preservation of such rights and obligations. 8. Notices. All notices and other communications required or permitted under this

Agreement or necessary or convenient in connection with it, shall be in writing and shall be deemed to have been given when hand delivered or mailed by registered or certified mail, as follows (provided that notice of change of address shall be deemed given only when received): To the College: Chair, District Board of Trustees Florida State College at Jacksonville 501 West State Street Jacksonville, FL 32202

To Wallace: Steven R. Wallace, Ph.D. 10390 Cypress Lakes Drive Jacksonville, Florida 32256 or to such other names or addresses as the College or Wallace, as the case may be, shall designate by notice to each other person entitled to receive notices in the manner specified in this Section 8. 9. Entire Agreement, Amendment and Assignment. This Contract sets forth the

entire understanding between the parties with respect to its subject matter, and cannot be changed, modified, extended or terminated except upon written amendment approved by the Board and executed on its behalf by a duly authorized member of the Board and by Wallace. All
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of the terms and provisions of this Contract shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties, except that the duties and responsibilities of Wallace under this Agreement are of a personal nature and shall not be assignable or delegable in whole or in part by him. 10. No Conflicting Agreements. Wallace represents and warrants that he is free to

enter into and perform this Contract and the agreements referred to in it and that he is not a party to any existing agreement which would prevent him from entering into and performing this Contract. 11. Severability. If any provision of this Agreement is adjudicated to be invalid or

unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provision or application of this Contract which can be given effect without the invalid or unenforceable provision or application and shall not invalidate or render unenforceable such provision or application in any other jurisdiction. If any provision is held void, invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances. 12. No Waiver of Remedies. No delay or omission by a party in exercising any

right, remedy or power under this Contract or existing at law or in equity shall be construed as a waiver by that party, and any such right, remedy or power may be exercised by such party from time to time and as often as may be deemed expedient or necessary by such party in its sole discretion. 13. Beneficiaries/References. Wallace shall be entitled, to the extent permitted

under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefit payable under this Agreement following his death by giving the College written notice thereof. In the event of Wallaces death or a judicial determination of his

incompetence, reference in this Agreement to Wallace shall be deemed, where appropriate, to refer to his beneficiary or beneficiaries, estate or other legal representative, as appropriate.

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14.

Miscellaneous. All section headings used in this Contract are for convenience

only. This Agreement may be executed in counterparts, each of which is an original. It shall not be necessary in making proof of this Contract or any counterpart of it to produce or account for any of the other counterparts. 15. Withholding. All payments under this Agreement shall be made subject to

applicable tax withholding, and the College shall withhold from any payments under this Agreement all federal, state and local taxes as the College is required to withhold pursuant to any law or governmental rule or regulation. Wallace shall be solely responsible for all federal, state and local taxes due with respect to any payment received under this Agreement. 16. Governing Law. This Contract shall be governed by and interpreted under the

laws of the State of Florida, State Board of Education Rules, and Board policies and regulations now existing or hereafter enacted or promulgated.

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Given under our hands and seals this Florida.

day of _____________, 2012, at Jacksonville,

Attest:

DISTRICT BOARD OF TRUSTEES OF FLORIDA STATE COLLEGE AT JACKSONVILLE

By: _________________________________ _______________________________________ Chair COLLEGE PRESIDENT

Attest:

_______________________________________

By: Steven R. Wallace, Ph.D.

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