EMPLOYMENT AGREEMENT – SUPERINTENDENT OF SCHOOLS

This Employment Agreement – Superintendent of Schools (“Agreement”) is

entered into pursuant to NRS 391.110 by and between the BOARD OF TRUSTEES OF
THE WASHOE COUNTY SCHOOL DISTRICT, a “body corporate” created by NRS
386.110 (hereafter “Trustees” or “Board”) on behalf of the WASHOE COUNTY SCHOOL
DISTRICT, a political subdivision of the State of Nevada created by NRS 386.010
(“WCSD”) and TRACI DAVIS, an individual (“Davis” or “Superintendent”) (collectively, the
“Parties”) to employ Davis in the position of Superintendent of Schools. It is made with
reference to the following facts:

RECITALS

A. Davis is licensed as an administrator by the Nevada Department of

Education and is qualified to serve and to be employed as a Superintendent of Schools
in Nevada. Davis is currently employed by WCSD and serving in the capacity as
Superintendent of Schools.

B. Davis was initially employed by WCSD commencing in September 2012 as

Deputy Superintendent, and served in that capacity until October 2014 when she was
appointed Interim Superintendent by the Board. As Interim Superintendent, Davis was
responsible for and performed all the duties for which she would have been responsible
had she been appointed Superintendent in October 2014.

C. On July 10, 2015, the Board voted in an open public meeting to appoint
Davis as Superintendent, effective immediately, subject to negotiation and approval by
the Board of a written Employment Agreement. In December 2015, the Board and Davis
entered in an Employment Agreement, retroactively effective to July 10, 2015, the date
Davis was appointed by the Board to assume all duties of the position (the “Prior
Agreement”).

D. The Term of the Prior Agreement expires June 30, 2018. On February 13,
2018, the Board voted in an open public meeting to give notice to Davis of its intent to
enter into negotiations with Davis for a new employment agreement, as required by
Section 9 of the Prior Agreement, subject to negotiation and approval by the Board of an
appropriate written Employment Agreement.
 E. Private counsel of Davis’ own independent selection on her behalf, and
private Board counsel selected by the Board in an open public meeting on its behalf, have
negotiated at arms-length on behalf of the Parties and have prepared this written
Agreement memorializing the terms and conditions of the employment of Davis by the
WCSD to serve as Superintendent, subject to consideration and ultimate approval of this
Agreement by the full Board in an open, public meeting.

E. The Parties now wish to enter into this Agreement to describe and set forth
the terms and conditions of Davis’ employment as Superintendent of Schools for WCSD.

F. On June 12, 2018, during an open public meeting of the Board pursuant to
proper notice under NRS 241.020, the Board took action and voted to approve this
Agreement with respect to the employment of Davis as Superintendent of Schools.

NOW, THEREFORE, in light of the foregoing facts and in consideration of the

mutual promises contained in this Agreement, the Parties hereby agree as follows:

TERMS AND CONDITIONS

1. Recitals Incorporated. The Recitals set forth above are hereby incorporated
and made a part of this Agreement.

2. Exclusive Employment. The Board hereby employs Davis pursuant to NRS

391.110 to serve as Superintendent of Schools for WCSD exclusively, and Davis hereby
accepts such employment by the Board according to the Terms and Conditions contained
in this Agreement. Davis agrees to well and faithfully devote all of her professional time
and attention to the sole and exclusive benefit of WCSD, and to or for no other
employment, professional endeavors, or personal business for profit. Notwithstanding
the foregoing, Davis may, from time-to-time, accept speaking engagements, lecturing,
writing, and similar professional activities, and may occasionally accept an honorarium
for such service. However, in such cases where an honorarium may be paid, Davis shall
provide the Trustees with advance notice in writing of her intent to accept any offered
honorarium so that the Trustees may have an opportunity to object to the engagement.

3. Effective Date. The “Effective Date” of this Agreement is July 1, 2018.

2
 4. Term of Agreement. The Term of this Agreement and of Davis’ employment
hereunder as Superintendent commenced on the Effective Date, and shall continue until
it expires on June 30, 2020 (the “Term”), or unless terminated earlier or extended as
provided in this Agreement. Should Davis receive or exceed a “meets expectations”
evaluation of her overall performance for the 2018-2019 school year pursuant to
Paragraph 8 of this Agreement, the Term of this Agreement will be automatically extended
for one additional year, such that this Agreement will expire on June 30, 2021. The Term
of this Agreement shall not exceed three years.

5. Consideration. The consideration for this Agreement consists of: (a) the
monetary compensation to be paid to Davis and the related fringe benefits described in
the following Paragraph 6, the sufficiency of which acknowledged by Davis; and (b) the
mutual promises of the Parties, all as described in this Agreement.

6. Compensation. In exchange for the full and faithful performance of all of

her duties and responsibilities as Superintendent of Schools as described below, Davis
shall be compensated by WCSD as follows:

(a) Base Salary. WCSD shall pay Davis the gross annual Base Salary
of $275,514.75 incrementally as it is earned at WCSD’s regular payroll intervals. Davis
shall receive and be subject to such annual cost of living adjustments (“COLA”) as are
other full-time 12-month Administrators of WCSD during the Term.

(b) Performance Bonus. The Board may, in its sole and unfettered
discretion, vote to give Davis an additional Performance Bonus for overall exemplary
performance of her duties and responsibilities as Superintendent, as evaluated by the
Board pursuant to Section 8 of this Agreement, up to a maximum of 15% of her annual
Base Salary in effect at the conclusion of each WCSD fiscal year during the Term of this
Agreement and payable on December 31 in a lump sum minus required withholdings. In
considering whether to award such a Performance Bonus and the amount of any such
Performance Bonus, the Board shall consider Davis’ performance as measured by
weighted goals and metrics to be set by the Board in its discretion after consultation with
the Superintendent. To the extent the Superintendent receives or exceeds a “meets
expectations” evaluation of her overall performance as measured by the adopted goals
and metrics, the Board shall award a minimum of 5% up to a maximum 15% of Davis’
annual Base Salary. Such Performance Bonus shall not increase the Superintendent’s

3
Base Salary and shall not be included in determining PERS contributions. For purposes
of awarding Davis a Performance Bonus, if any, at the end of the term of this Agreement
for her performance in the final fiscal year of this Agreement, the Board shall award such
bonus based on goals and metrics that can be assessed 30 days prior to the end of the
term of the Agreement and such Performance Bonus, if any, shall be awarded no later
than June 30 of the final year of this Agreement.

(c) Regular Fringe Benefits. Davis shall be eligible to receive all normal
fringe benefits of employment as full-time 12-month Administrators of WCSD during the
Term. This includes, but is not necessarily limited to, full payment by WCSD of premiums
for group medical, dental, and vision insurance plans for the Superintendent, her spouse,
and her eligible enrolled dependent(s), and full payment of normal contributions for Davis
to the Nevada Public Employees Retirement Systems (“PERS”).

(d) Deferred Compensation. Subject to all applicable laws, WCSD shall

annually contribute the sum of $15,000 on Davis’ behalf to a qualified tax-sheltered
annuity or deferred compensation plan approved by the Board, commencing on June 30,
2019.

(e) Group Term Life Insurance. As an administrative employee of

WCSD, Davis shall qualify to be a certificate holder of WCSD’s group term life insurance
policy with a death benefit of $250,000 and a similar accidental death and
dismemberment benefit.

(f) Whole Life Insurance. Davis shall receive the sum of $1,500
annually to be applied toward the premium of a whole life insurance policy.

(g) Vacation Leave. Davis shall accrue and be allowed to take 20 days
of paid vacation annually. She may accrue a maximum total of 63 days of paid vacation,
including any such vacation she may have already accrued but has not used since
beginning her employment with WCSD in September 2012. Any accrued but unused
vacation that may remain available for Davis upon the termination of her employment for
any reason shall be compensable and paid to her within 15 days after the effective date
of such termination. Within 15 days after July 1, 2018, Davis may elect to be paid in cash
for up to a maximum of 15 days of accrued but unused vacation. Within 15 days after

4
July 1, 2019 an annually thereafter during the Term, Davis may elect to be paid in cash
for up to a maximum of seven (7) days of accrued but unused vacation.

(h) Sick Leave. Davis shall accrue and be allowed to take up to 15 days
of paid sick leave annually. She may accrue a maximum total of 250 days of paid sick
leave, including any such paid sick leave she may have already accrued but has not used
since beginning her employment with WCSD in September 2012. Upon termination of
Davis’ employment for any reason other than for Cause (as defined in Paragraph 10
herein), 25% of any accrued but unused paid sick leave shall be compensable and paid
to her within 15 days after the effective date of such termination. In addition, in recognition
of accrued but unused paid sick leave under Davis’ prior Superintendent Agreement, an
additional 60.5 days of unused paid sick leave shall be compensable and paid to her as
set forth herein. Thirty (30) days of such accrued sick leave shall be paid on or before
July 1, 2018. The balance of 30.5 accrued but unused paid sick leave (the “Banked Sick
Leave”) shall be paid to Davis upon termination of her employment, regardless of the
reason for termination.

(i) Annual Medical Examination. WCSD shall pay the reasonable and
customary fees for an annual comprehensive medical examination of Davis, to be
performed by a qualified physician of her choice licensed to practice medicine in the State
of Nevada, including payment for all related and medically necessary laboratory fees for
use by the physician in connection with the annual medical examination. Davis shall
request the physician to write a comprehensive report upon completion of the annual
physical examination describing any significant health issue Davis may have which may
affect her ability to perform any of her essential duties and functions. This written report
should be addressed to the President of the Board and marked as “Confidential,” on the
statement itself and on the outside of the envelope used to transmit it to the Board
President. The Board President in his or her discretion may disclose the report to the
other members of the Board.

(j) Dues and Membership Fees for Professional and Civic

Organizations. Consistent with its practice and policies, WCSD shall pay directly, or shall
reimburse the Superintendent, for her dues or membership fees for appropriate
professional associations and organizations, and for civic or service organizations of
which she may be a member while she is employed as Superintendent.

5
 (k) Reimbursement of Approved Expenses. Consistent with its practice
and policies, WCSD shall reimburse the Superintendent for reasonable and appropriate
out-of-pocket expenses which she may incur and/or pay for travel, lodging, meals, and
the like in connection with the performance of her duties as Superintendent.
Superintendent shall keep receipts and provide any other documentation required by
WCSD for any such reimbursable expenses to be reviewed and reasonably approved (or
denied) by the Board.

(l) Vehicle Expense Allowance. During the Term, WCSD shall pay
Davis the sum of $800.00 per month as reimbursement for all expenses she incurs for
the use of her personal motor vehicle (including but not limited to mileage, insurance, fuel,
and all other costs which shall be Davis’ sole responsibility) in connection with the
performance of her duties as Superintendent.

7. Duties and Responsibilities. In exchange for and in consideration of the

monetary compensation and benefits described above and the other mutual promises of
the Parties, Davis shall well and faithfully perform all the normal duties and responsibilities
of a Superintendent of Schools under Nevada law as the chief executive officer of the
WCSD, the specifically described duties set forth below, and any additional and
reasonable duties as may be assigned to her from time-to-time by the Board. Her specific
duties include, but are not limited to:

(a) Organizing and Supervising WCSD Staff. The Superintendent shall

be responsible for the overall leadership of WCSD, including organizing, reorganizing,
and assigning the job duties of her subordinate supervisory staff in her best professional
administrative judgment in the interests of WCSD, including without limitation the
selection, assignment, evaluation, transfer, and salary of administrative and other
professional employees of WCSD. When formal approval by the Board is not required in
connection with her performance of the foregoing duties, the Superintendent shall advise
and inform all Trustees of all significant important such decisions she may contemplate
regarding reorganization or compensation of the administrative and supervisory staff, and
she shall take the views of the Trustees into serious account and consideration.

(b) Meeting Performance Goals. Davis shall at all times be required and
expected to perform her duties and responsibilities and Superintendent at a high
professional level that is directed toward and is likely to meet the various goals, objectives,

6
priorities, and targets established by the Board in the WCSD Strategic Plan, “Envision
WCSD 2020,” and any revisions to the Strategic Plan that may be adopted by the Board
during the Term, as well as any related or associated strategic initiatives that may be
undertaken by the Board during the Term. Davis shall be expected to meet and attain all
such goals and objectives, as well as any other goals and objectives as the Board may
otherwise set for Davis after consultation with her.

(c) Complying With Board Policies. The Superintendent shall at all times
be mindful of and endeavor to fully comply with all Board policies regarding governance
as may be adopted and in place during the Term, and she shall require the same of her
subordinate staff.

(d) Recommending Adoption or Institution of Changes or Adjustments

to Curriculum, Programs, Policies, and Other Matters. In performing her leadership role,
Davis shall recommend the adoption or institution by the Board or WCSD staff of
appropriate changes, adjustments, and/or reforms of existing or new approaches or
methods in matters pertaining to curriculum, programs, policies, and other educational
and operational matters.

(e) Collaborative and Cooperative Relationship With the Board; Liaison

to the Community. While the Superintendent reports ultimately to the Board, her duties
include building and maintaining a collaborative and cooperative working relationship with
the Board in the best interest of WCSD as a whole, particularly its students, families, and
staff. The Superintendent shall also serve as the liaison between the WCSD and the
community it serves, including but not limited responsibility for implementation of the
strategic communications plan set forth in the Strategic Plan as amended by the Board
from time-to-time or any such similar communications plan that the Board may adopt
during the Term.

(f) Attendance at all Board and Significant Committee Meetings. The

Superintendent shall attend all regular, special, and closed meetings of the Board unless
she is absent in order to attend to other Superintendent duties. She shall also attend all
Board committee and subcommittee meetings as may be appropriate or necessary in her
judgment or as directed by the Trustees, and may submit any recommendations on any
business or issues being considered by the Board or any Board committee or
subcommittee.

7
 (g) Fostering and Managing Collaborative and Cooperative
Relationships Between WCSD and the Board. The Superintendent shall be responsible
for fostering and managing a genuine spirit of cooperation and collaboration between
WCSD Staff and the board, and for keeping the Board fully informed and abreast at all
time of significant developments, initiatives, and issues facing WCSD and its staff.

8. Evaluation of Performance. The Parties shall meet quarterly to discuss

progress toward annual performance goals adopted by the Board with consultation and
input from the Superintendent, and the general working relationship between the
Superintendent and the Board consistent with the adopted schedule for strategic plan
reporting. The Superintendent shall schedule her annual performance evaluation by the
Board to take place no earlier than November 1 and no later than December 31 annually,
unless otherwise mutually agreed to by the parties. The Board shall evaluate the
Superintendent’s performance of the goals adopted by the Board with consultation and
input from the Superintendent using an evaluation form and process determined solely
by the Board after consultation with any input from the Superintendent. The Board shall
provide the Superintendent with a copy of the completed performance evaluation form
regarding her performance as Superintendent to which the Superintendent shall have the
right to respond orally and/or in writing within 30 days of her receipt of the form.

9. Negotiation of a New Agreement. This Agreement shall not automatically

renew upon its expiration except as the Term may be extended for one additional year as
provided in Paragraph 4 herein. Rather, following expiration of the Term, a new
Employment Agreement may be negotiated by the Parties at any time in the Board’s sole
and unfettered discretion by giving Davis at least 90 days’ written notice of its intent to
enter into negotiation of a new Employment Agreement, and in no event later than 90
days prior to the expiration. Similarly, if the Board determines not to negotiate a new
Employment Agreement with Davis, it must provide Davis with written notice of its intent
not to negotiate a new Employment Agreement with Davis no later than 90 days prior to
the expiration of the Term. Notwithstanding the foregoing, the Board shall endeavor to
provide Davis with written notice of its intent to enter into negotiations of a new
Employment Agreement with Davis or its intention not to negotiate a new Employment
Agreement with Davis no later than 180 days prior to the expiration of the Term.

8
 10. Termination. This Agreement, and Davis’ employment as Superintendent
of Schools hereunder, shall terminate upon expiration of the Term as described in
Paragraph 4 herein, by Davis’ resignation or retirement, or by Davis’ death. It may also
be voluntarily terminated at any time by Davis upon at least 90 days’ advance written
notice delivered to the President of the Board. It may also be terminated involuntarily by
the Board at any time prior to the expiration of the Term for any not unlawful reason or no
reason, with or without Cause (as defined below), or for Disability (as defined below), as
follows:

(a) Termination for Cause. This Agreement and Davis’ employment as

Superintendent may be terminated at any time for Cause upon a majority vote of the
Board. “Cause” shall be defined as: (1) conviction, plea of guilty, or plea of nolo
contendere in any court of lawful jurisdiction of any felony or gross misdemeanor of a
crime of moral turpitude or of driving a motor vehicle while impaired by or under the
influence of alcohol or drugs; (2) any act of dishonesty, fraud, embezzlement, theft,
unethical conduct, or for gross negligence in the performance of her duties and
responsibilities under this Agreement; (3) failure to maintain Nevada Department of
Education administrator license, including the suspension or revocation thereof; (4) failure
to report any violation by Davis of law or policy that WCSD employees may be required
to report pursuant to law or applicable WCSD policy and for which other WCSD
employees could be terminated for cause; or (6) any reason constituting Cause as that
term may otherwise be defined under Nevada law; provided, however, that unlike other
WCSD employees, the Superintendent shall not at any time have any right to a due
process hearing before the Board or any third person(s) prior to such involuntary
termination for Cause or without Cause, or any other procedural due process rights
contained in NRS Chapter 391 that may apply to other WCSD employees. Instead, Davis’
sole and exclusive remedy to challenge her termination for Cause shall be through a
private action timely commenced by her in the Second Judicial District Court for the State
of Nevada in Washoe County, to be heard and determined by the Court without a jury. If
Davis prevails in such action on the factual issue of whether there was Cause for her
termination, she shall then be entitled to receive only those contractual payments to which
she would have been entitled as provided in the following subsection (b) as if she had
been terminated without Cause. In no event may the Court in any such action award any
tort damages or punitive damages to either Party. Notwithstanding the foregoing, the
prevailing party in any such action shall be entitled to its/her reasonably attorneys’ fees
and costs.

9
 (b) Termination Without Cause. The Board may terminate this Agreement
and Davis’ employment at-will, at any time, for any not unlawful reason or no stated
reason, without Cause, upon providing Davis at least 90 days’ written notice delivered to
her personally or sent by certified U.S. Mail, return receipt requested, at her last known
residence address on file with WCSD.

(c) Termination for Disability. In the event Davis is unable to perform any
essential functions of her job or duties as Superintendent of Schools with or without a
reasonable accommodation because of her own physical or mental illness, condition, or
injury, and such disability last or exists for a period of 90 days within any consecutive 12-
month period, the Board may determine to place Davis on a disability leave of absence
without pay, during which time she will nonetheless be paid for, and required to use, any
accrued and unused vacation and sick leave. The period of any such disability leave of
absence shall be determined in the Board’s sole and unfettered discretion, taking Davis’
input into consideration. During such disability leave of absence, Davis shall not accrue
any additional paid time off, and the Board may appoint another qualified administrator
as Acting Superintendent. Before being eligible to return to duty as Superintendent, Davis
shall provide a confidential and comprehensive written summary of her physical and/or
mental illness, condition, or injury, and an unequivocal statement in writing from a
physician licensed by the Nevada State Board of Medical Examiners to practice medicine
in the State of Nevada, certifying that she is able to return to duty and can perform all the
duties and essential functions of her position as Superintendent with or without a
reasonable accommodation. The Board may also require Davis to submit to examination
by another similarly qualified physician chosen by the Board to provide a separate
medical opinion to the Board regarding whether Davis is able to return to duty and can
perform all the duties and essential functions of her position as Superintendent with or
without a reasonable accommodation. In the event the two opinions disagree, the first
physician and the physician chosen by the Board will choose a third physician to conduct
an exam to determine whether Davis can perform all the duties and essential functions of
her position as Superintendent with or without a reasonable accommodation, and such
third opinion shall be final and binding on the Parties. Upon expiration of the disability
leave, if Davis is has not returned or cannot return to duty as Superintendent, the Board
may, in its sole and unfettered discretion, continue the period of leave for any appropriate
additional period of time, or the Board may terminate Davis’ employment and place her
on disability retirement status.

10
 11. Payment in the Event of Termination. Effective upon the termination of this
Agreement, WCSD will be obligated to pay Davis (or, in the event of her death, her estate)
only such compensation as is provided in this Section 11, and in lieu of all other amounts
and in settlement and complete release of all claims Davis may have against WCSD.

(a) In the event this Agreement and Davis’ employment by the WCSD is
terminated as the result of the expiration of the Term, WCSD shall pay Davis: (1) her
earned salary through the last day of her employment; (2) any accrued and unused
vacation leave; (3) 25% of any accrued and unused sick leave; (4) the Banked Sick Leave;
(5) any unreimbursed appropriate expenses; and (6) any Performance Bonus awarded
pursuant to Paragraph 6(b). WCSD shall not be required to pay Davis any other additional
sum or benefit.

(b) In the event this Agreement and Davis’ employment is terminated as

the result of her death or voluntary resignation (including retirement), WCSD shall pay
Davis (or her estate in the event of her death): (1) her earned salary through the last day
of her employment; (2) any accrued and unused vacation leave; (3) 25% of any accrued
and unused sick leave; (4) the Banked Sick Leave; and (5) any unreimbursed appropriate
expenses. WCSD shall not be required to pay Davis any other additional sum or benefit.

(c) In the event this Agreement and Davis’ employment is terminated as

the result of her Disability, the Board shall place Davis on disability retirement status, and
she shall be eligible to receive any disability insurance and Nevada PERS benefits to
which she may be entitled under any applicable WCSD insurance plans and policies in
place and applicable law. WCSD shall pay Davis: (1) her earned salary through the last
day of her employment, provided that Davis shall not be entitled to earn a salary while on
disability leave; (2) any accrued and unused vacation leave; (3) 25% of any accrued and
unused sick leave; (4) the Banked Sick Leave; and (5) any unreimbursed appropriate
expenses. WCSD shall not be required to pay Davis any other additional sum or benefit.

(d) In the event this Agreement and Davis’ employment is terminated for
Cause, WCSD shall pay Davis: (1) her earned salary through the last day of her
employment; (2) any accrued and unused vacation leave; (3) the Banked Sick Leave; and
(4) any unreimbursed appropriate expenses. WCSD shall not be required to pay Davis
any other additional sum or benefit.

11
 (e) In the event this Agreement and Davis’ employment as Superintendent
is involuntarily terminated without Cause, WCSD shall pay Davis: (1) her earned salary
through the last day of her employment; (2) any accrued and unused vacation leave; (3)
25% of any accrued and unused sick leave; (4) the Banked Sick Leave; and (5) any
unreimbursed appropriate expenses. In addition, WCSD shall continue to pay Davis
incrementally at its regular payroll intervals, an additional total gross amount equal to one
year of Base Salary in effect as of Davis’ last day of employment. WCSD shall not be
required to pay Davis any other additional sum or benefit.

12. Indemnification. WCSD shall defend and hold Davis harmless from any
demands, claims, suits, actions, and legal proceedings (including the cost of defending
against such matters) (“Claims”) brought against her, whether in her individual or in her
official capacity as WCSD Superintendent, provided that she was acting within the course
and scope of her employment as Superintendent at the time of the alleged acts or
omissions giving rise to the Claims, and excluding criminal litigation except as permitted
by NRS 391.271. WCSD shall have the right to choose counsel to defend and hold Davis
harmless from any Claims taking into account Davis’ input. Nothing in this Agreement
imposes an obligation upon any individual Trustee to personally indemnify and/or hold
the Superintendent harmless against any Claims. Davis agrees to release and discharge
WCSD and the Board harmless and indemnify WCSD and the Board for all liabilities,
losses, demands, claims, accounts, actions and proceedings arising or resulting from
Davis breaching this Agreement.

13. Prior Approval. At no time during the Term of this Agreement may Davis
herself execute or direct any WCSD administrator, employee, or agent to execute any
contract, cooperative agreement, interlocal agreement, memorandum of understanding
or agreement, letter of intent or the like, with or for the benefit of any municipality as
defined in NRS 271.145 or NRS 350.538, any public agency as defined in NRS 277.100,
the Nevada System of Higher Education as defined in NRS 396.020, or any nonprofit
entity or association, without the explicit prior approval of the Board.

14. Attorney’s Fees and Costs. If either Party to this Agreement brings an
action or other proceeding to enforce or interpret any provision of this Agreement or to
resolve any dispute arising under this Agreement or the employment relationship, the
prevailing Party in any such action shall be entitled to an award of her/its reasonable

12
attorney’s fees and costs incurred in connection with prosecuting or defending such action
or proceeding.

15. Binding Effect. This Agreement shall be binding upon and insure to the
benefit and detriment of the Parties, as well as to their respective successors, heirs,
executors, and administrators, as the case may be. Notwithstanding the foregoing, this
Agreement is personal to Davis and her employment hereunder shall not be assignable
by her without prior written consent of the Board.

16. Severability. The unenforceability, invalidity, or illegality of any provision of

this Agreement shall not render it or any of its other provisions as unenforceable, invalid,
or illegal. Instead, such remaining provisions of this Agreement shall be construed in all
respects as if the unenforceable, invalid, or illegal provision(s) were omitted.

17. Choice of Law; Jurisdiction and Venue. This Agreement and all of its terms
shall be construed, interpreted, and enforced exclusively pursuant to the laws of the State
of Nevada regardless of conflict of law principles. Only the courts of Nevada shall have
jurisdiction of any action brought by either Party regarding this Agreement or the
employment relationship, with exclusive venue in the Second Judicial District Court in
Washoe County, or, if it has or can acquire jurisdiction, the U.S. District Court in and for
the State of Nevada, Reno Division.

18. Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREOVCABLY

WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLIACBLE LAW, ANYT
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY
OR INDIRECTLY ARISING OUT OF RELATING TO THIS AGREEMENT OR THE
EMPLOYMENT RELATIONSHIP (WHETHER BASED ON CONTRACT, TORT,
STATUTE, OR ANY OTHER THEORY.

19. Counterparts. This Agreement may be executed in two or more

counterparts, each of which shall be deemed and original, but all of which together shall
continue one and the same instrument.

20. Entire Agreement. This Agreement contains the entire agreement between
the Parties regarding Davis’ employment as WCSD Superintendent of Schools and the
subject matter hereof and supersedes any and all prior understanding and/or written or

13
oral agreements among them respecting the within subject matter, including but not
limited to the Employment Agreement – Superintendent of Schools dated December
2015. There are no representations, agreements, arrangements, or understandings, oral
or written, between or among the parties hereto relating to the subject matter hereof that
are not fully expressed herein. This Agreement may not be modified, changed, altered,
or amended in any way except by a subsequent written instrument referring specifically
to this Agreement by its title and date, and signed by both Parties to this Agreement.

Dated: June ____, 2018 Dated: June ____, 2018

BOARD OF TRUSTEES OF THE SUPERINTENDENT OF THE WASHOE

WASHOE COUNTY SCHOOL DISTRICT COUNTY SCHOOL DISTRICT

By
Katy Simon Holland, President Traci Davis, Superintendent

By
Malena Raymond, Vice President

By
John R. Mayer, Clerk

14