Resignation Agreement Between Cameron ISD and Doug Koebernick

THIS RESIGNATION AGREEMENT ("Agreement") is made by and between the CAMERON INDEPENDENT SCHOOL DISTRICT ("DISTRICT"), a political subdivision of the State of Texas, acting by and through its BOARD OF TRUSTEES ("TRUSTEES") and DOUGLAS A. KOEBERNICK ("KOEBERNICK"). This Agreement is the final settlement agreement between the DISTRICT, TRUSTEES and KOEBERNICK and, except as expressly set forth otherwise herein and subject to Chapter 21 of the Texas Education Code, it controls the relationship between them after the date of this Agreement.

WHEREAS, KOEBERNICK is currently employed as superintendent by the DISTRICT under a written contract, for a term commencing August 6, 1999 and ending June 30, 2002 (the "Contract");

WHEREAS, KOEBERNICK desires to resign from KOEBERNICK's position as superintendent and as an employee effective at 11:59 p.m. on the 8th day of August, 2001, and the Board desires to accept such resignation;

WHEREAS, bona fide disputes and controversies exist between the parties, and in resolution of such disputes and controversies, the parties desire to compromise and settle all claims and causes of action of any kind whatsoever which KOEBERNICK has or may have in the future arising out of his employment with and/or resignation from employment with the DISTRICT, and the parties hereto intend that the full terms and conditions of the agreement be set forth in this Agreement.

WITNESSETH:

NOW, THEREFORE, in consideration of the recitals, terms, conditions and mutual covenants contained herein, the parties hereto do hereby agree as follows:

1. KOEBERNICK hereby submits his resignation as an employee and as superintendent of the DISTRICT, and the TRUSTEES hereby accept his resignation as an employee and as superintendent of the DISTRICT, effective at 11:59 p.m. on the 8th day of August, 2001 ("Resignation Date").

2. The DISTRICT shall pay and deliver to KOEBERNICK a settlement sum in the total amount of SEVENTY-ONE THOUSAND AND NO/100 DOLLARS ($71,000.00) as follows (the "Settlement Payment"):

a. On or before the Resignation Date, FORTY SEVEN THOUSAND THREE HUNDRED THIRTY THREE AND 33/100 DOLLARS ($47,333.33); and,

b. On (but in no event before) January 2, 2002, TWENTY THREE THOUSAND SIX HUNDRED SIXTY SIX AND 67/100 DOLLARS ($23,666.67).

The Settlement Payment to KOEBERNICK, will be paid, less only those employment taxes, deductions or other withholdings that the DISTRICT is required by law to withhold, in the form of a check made payable jointly to KOEBERNICK and his attorneys, Adams, Lynch & Loftin, P. C. The amounts paid pursuant to this paragraph are paid to KOEBERNICK as a compromise and settlement of any and all claims of KOEBERNICK. Nothing herein contained shall be construed to be payment for or in lieu of wages but, on the contrary, all payments are for settlement of contemplated litigation and KOEBERNICK's claim(s) for any and all damages. The DISTRICT does however, dispute and deny any and all claims, but agrees to pay said amount in order to buy the DISTRICT's peace and limit potential liability from litigation.

3. On or before the Resignation Date, KOEBERNICK shall return to DISTRICT, all keys, credit cards, if any, and other property, if any of the DISTRICT in his possession.

4. On or before Resignation Date, KOEBERNICK shall remove his personal effects, personal books and educational materials from the superintendent's office.

5. The TRUSTEES, on behalf of the DISTRICT, and KOEBERNICK do hereby agree that each one will be responsible for the payment of their respective attorneys' fees.

6. The DISTRICT agrees to provide KOEBERNICK with a legal defense, and costs and expenses related to that defense, for any and all demands, claims, suits, actions and legal proceedings brought against KOEBERNICK as a result of KOEBERNICK's service to the DISTRICT as Superintendent; provided that: (a) KOEBERNICK was acting in the course and scope of his employment with the DISTRICT; (b) KOEBERNICK was acting in good faith; and (c) KOEBERNICK was acting in compliance with the DISTRICT 's policies, state law and federal law, as applicable. The legal defense provided by the DISTRICT pursuant to this Paragraph 6 may be provided through insurance coverage. KOEBERNICK agrees to provide reasonable assistance to and cooperate with DISTRICT, its TRUSTEES, agents, employees and attorneys in response to any legal proceeding or claims brought against the DISTRICT, its TRUSTEES, agents and employees. The DISTRICT shall pay or reimburse KOEBERNICK for all reasonable expenses incurred by KOEBERNICK in the course of fulfilling his obligations of reasonable assistance and cooperation pursuant to this Paragraph 6, including but not limited to expenses for travel, meals, overnight stays, phone and fax expenses.

7. KOEBERNICK has informed the DISTRICT of his wife's desire to voluntarily resign her employment with the DISTRICT simultaneously with KOEBERNICK's resignation. Simultaneously herewith, KOEBERNICK has delivered a voluntary, written resignation from his wife, Cindy Koebernick, in the form attached hereto as Exhibit "A" and incorporated herein for all purposes. The TRUSTEES hereby accept Cindy Koebernick's resignation as an employee of the DISTRICT, effective at 11:59 p.m. on the 8th day of August, 2001.

8. The DISTRICT and TRUSTEES expressly covenant and agree that they will respond to all requests for references, recommendation or other information by third party prospective or actual employers of KOEBERNICK, by promptly providing the letter of recommendation in the form and substance attached hereto as Exhibit "B" and incorporated herein for all purposes, and further that TRUSTEES "
Gene Vaculin and Jack McKinney shall serve as positive employment references for KOEBERNICK if called by prospective employers.

KOEBERNICK shall be permitted to use a copy machine in the District's Administration Building during regular office hours, provided such use is in connection with KOEBERNICK's job search.

9. Expressly as part of the consideration for this Agreement, KOEBERNICK, his heirs, successors and assigns, hereby releases and discharges DISTRICT, all of its employees, agents and attorneys, and the TRUSTEES, both individually and in their official capacity from any and all claims, demands and causes of action of any kind or character which may or may not have accrued in his behalf on or before the execution of this Agreement, whether known or unknown. The DISTRICT and the TRUSTEES likewise release and discharge KOEBERNICK, his agents and attorneys, from any and all claims, demands and causes of action of any kind or character which may or may not have accrued in their behalf, on or before the execution of this Agreement, whether known or unknown.

KOEBERNICK expressly covenants and agrees not to sue or participate, unless required by court order, in any federal or state judicial or state administrative proceeding against the DISTRICT or its TRUSTEES, officers, employees, representatives, agents or attorneys, in their official or individual capacities, related to or concerning his employment by the DISTRICT, the TRUSTEES' actions regarding his employment, or his resignation of that employment.

The DISTRICT and TRUSTEES expressly covenant and agree not to sue or participate, unless required by Court order, in any federal or state judicial or administrative proceeding against KOEBERNICK, his agents or attorneys, related to or concerning KOEBERNICK's employment with the DISTRICT or his resignation of that employment.

10. DISTRICT and KOEBERNICK agree and understand that this Agreement constitutes a compromise and release and, except to the extent expressly set forth herein, effective on the Resignation Date, terminates all rights of both parties relating to the Contract by and between KOEBERNICK and DISTRICT concerning the Superintendent's service as Superintendent of the DISTRICT. This release includes all contractual rights, liberty rights, constitutional rights, statutory rights, and any other rights that might conceivably be asserted by either party. It is understood and agreed that this Agreement is by way of compromise and settlement only. The DISTRICT, its TRUSTEES, employees, representatives and assigns, in both their individual and official capacities deny liability, and have not admitted to and do not admit any liability for any claim by KOEBERNICK alluded to herein. This Agreement is not and shall not be construed as an admission of any allegation, assertion, or conclusion regarding the employment or cessation of employment of KOEBERNICK by the DISTRICT.

11. The TRUSTEES and KOEBERNICK expressly covenant and agree not to make disparaging remarks about the other party(ies) to this Agreement.

12. In the event either of the parties to this Agreement brings an action against the other party alleging a breach of this Agreement, the losing party in that action agrees to pay the prevailing party reasonable attorneys' fees and court costs, to be affixed by the Court.

13. This Agreement, together with the instruments referenced herein, constitute the entirety of the Agreement between all the parties hereto. This Agreement shall be binding upon all the parties hereto, their respective heirs, executors, administrators, successors and assigns.

14. This Agreement is hereby deemed performable entirely in Milam County, Texas, and shall be governed, construed and enforced in accordance with and subject to the laws of the State of Texas.

15. This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. All the parties hereto further agree that they shall execute any and all documents necessary to effect the intent and purposes of this Agreement. Further, this Agreement supersedes any and all prior oral or written agreements, arrangements or understandings between the parties that relate to any of the subject matter of this Agreement. This Agreement may be modified or terminated only in writing, executed by all the parties hereto.

16. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, the legality, validity and enforceability of the remaining provisions of Agreement shall not be affected thereby, and in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be legal, valid and enforceable.

17. This Agreement shall be construed to promote its underlying purpose which is to preclude all future litigation concerning the matters and parties released herein.

18. This Agreement has been approved and the TRUSTEES' President has been authorized to execute this Agreement in behalf of the DISTRICT by resolution of a majority of a quorum of the TRUSTEES present at a properly called and posted meeting held for this purpose on the 2nd day of August, 2001.

IN WITNESS WHEREOF, all the parties hereto have executed this Agreement in multiple originals to be effective from and after the 8th day of August, 2001.