AMENDMENT NUMBER ONE

TO EMPLOYMENT CONTRACT BETWEEN THE BOARD OF EDUCATION OF THE HOUSTON INDEPENDENT SCHOOL DISTRICT AND TERRY B. GRIER, Ed.D.
Dated as of December 16, 20 10

This Amendment Number One ("Amendment") to the Employment Contract ("Contract") is by and between the Board of Education ("Board") of the Houston Independent School District ("District") and Terry B. Grier, Ed.D. ("Superintendent"). 1. Section 3.9 of the Contract is amended to read as follows: "3.9 Vacation and Holidays. The Superintendent may take, at the Superintendent's choice and subject to the Board's prior approval, 30 days of vacation per year of this Contract, which may be accumulated without limit. Within thirty (30) calendar days after the conclusion of each year of this Contract, or upon termination of the Superintendent's employment by the District, all unused vacation days accumulated by the Superintendent during the immediately preceding year of this Contract or any portion of such year shall be paid to the Plan referenced in Section 3.7 herein, up to the maximum legal amount that may be paid to such Plan, at the Superintendent's then current daily rate of base pay based on a 254 day work year. Any amount in excess of the maximum legal amount that may be paid to the Plan shall be paid directly to the Superintendent or his survivors. The vacation days taken by the Superintendent will be taken at such time or times as will least interfere with the performance of the Superintendent's duties as set forth in this Contract, with prior notice to the Board President prior to taking such leave. The Superintendent shall have the same duty days and shall observe the same legal holidays as those observed by administrative employees on 12-month contracts." 2. Section 3.10 of the Contract is amended to read as follows: "3.10 Personnel and Sick Leave. The Superintendent will have 5 personal leave days and 30 sick days. The Superintendent may accumulate personal and sick leave days without limit. Within thirty (30) calendar days after the conclusion of each year of this Contract, or upon termination of the Superintendent's employment by the District, all unused sick days accumulated by the Superintendent during the immediately preceding year of this Contract or any portion of such year shall be paid to the Plan referenced in Section 3.7 herein, up to the maximum legal amount that may be paid to such Plan, at the Superintendent's then current daily rate of base pay based on a 254 day work year. Any

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amount in excess of the maximum legal amount that may be paid to the Plan shall be paid directly to the Superintendent or his survivors." 3. Section 3.12 of the Contract is amended to read as follows: "3.12 Performance Incentive. Upon Superintendent's achievement of the performance compensation criteria as set forth on Attachment "B", which is attached hereto and made a part hereof as thought fully set forth herein, the Superintendent shall be paid additional performance compensation above his base salary as follows: (i) up to $30,000 at the conclusion of Contract Year 1 of the Contract; and (ii) up to $50,000 at the conclusion of Contract Year 2 of the Contract; and (iii) up to $80,000 at the conclusion of Contract Year 3 of the Contact. The Board and the Superintendent will review annually, during the Superintendent's appraisal process pursuant to Sections 4.2 and 4.3 herein, the annual performance compensation criteria as set forth on Attachment "B" to determine if any modifications are appropriate. The Board shall pay the performance compensation set forth in this Section 3.12 to the Plan referenced in Section 3.7 herein, up to the maximum legal amount that may be paid to such Plan. Any amount in excess of the maximum legal amount that may be paid to the Plan shall be paid directly to the Superintendent or his survivors." 4. Section 7.14 (b) of the Contract is amended to read as follows: "(b) if to the Superintendent, to: Dr. Terry B. Grier One Park Place 1400 McKinney Street Houston, Texas 77010 with copy to: Adams, Lynch & Loftin, P.C. 3950 Highway 360 Grapevine, Texas 76051 Attn: Neal W. Adams" 5. All other terms and provisions of the Contract are unchanged and continue in full force and effect.

6. This Amendment is effective on December 16,2010.

HOUSTON INDEPENDENT SCHOOL DISTRICT AGREED AND APPROVED: By: By: Greg Mes President, Board of Education Date: Date: )a..1 \ \0 \ t 0

By:

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Terry B. Gre, Superintendent of Schools

Date:

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