CONTRACT OF EMPLOYMENT BETWEEN DISTRICT BOARD OF TRUSTEES OF FLORIDA STATE COLLEGE AT JACKSONVILLE AND DR. WILLIS N.

HOLCOMBE THIS CONTRACT is entered into between the DISTRICT BOARD OF TRUSTEES OF FLORIDA STATE COLLEGE AT JACKSONVILLE, (hereinafter called the Board), and DR. WILLIS N. HOLCOMBE, (hereinafter Holcombe or the Interim 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 Holcombe and Holcombe

agrees to accept and perform the position of Interim College President at Florida State College at Jacksonville (the College) for the term from January 21, 2013 until released by the Board (the Term). Pursuant to F.A.C. 6A-14.041(3) neither Holcombe nor the Board owes any further contractual obligation beyond the terms of the Contract. 2. Duties. Holcombe 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 Holcombes reasonable discretion, activities necessary to advance the interests of the College. Specifically, Holcombe 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 improvement of the College. a. Outside Activities. During the Term, Holcombe 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 interfere with the performance of his obligations under this Contract. These Outside Activities may include the activities listed on Exhibit A attached hereto.

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Compensation. The Board shall pay Holcombe for services rendered as follows: a. Annual Salary. For the period January 21, 2013 through the date released

by the Board, an annual salary of TWO HUNDRED SEVENTY THOUSAND AND no/100 DOLLARS ($270,000.00) payable in semi-monthly installments of Eleven Thousand Two Hundred Fifty Dollars and no/100 ($11,250.00), minus required deductions and withholdings. b. Insurance and Leave Benefits. Dr. Holcombe is eligible for Senior

Management Class benefits as defined in College rules and procedures and has elected to opt out of the Colleges health benefits program and will not receive benefit days. i. Leave Benefits. In recognition and acknowledgement of

Holcombes executive administrative experience in higher education, and as consistent with applicable state law and rules governing the College as established by the Board, Holcombe shall be entitled to receive vacation leave benefits of three (3) days per month as specified herein. Upon termination, any vacation leave balance shall be converted to and paid as compensation to Holcombe at the then current per diem rate pursuant to applicable College policy. Further, Holcombe 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. ii. Retirement. Holcombe will re-enroll in the State of

Florida retirement system as is required and will maintain his current retirement. iii. Housing. Holcombe shall also receive, as additional

compensation, a monthly housing allowance of up to Two Thousand Dollars ($2,000.00) payable in monthly installments. iv. Automobile Provision. Holcombe shall also receive, as

additional compensation, a monthly auto allowance of Five Hundred Dollars ($500.00) in lieu of reimbursement for mileage, tolls and parking.
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v.

Sum of Compensation. Except as otherwise provided

herein, it is further expressly understood and agreed that the terms specified herein represent the total compensation Holcombe is due for services performed. Holcombe 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 Interim College President. Holcombe 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. provision shall not apply to businesses owned by Holcombes family. 4. Performance Review. Pursuant to State Board of Education Rule 6A-14.026 the This

Board shall evaluate the Interim 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 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. 5. Disability. The College may terminate Holcombes 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. 6. Death. If Holcombe dies while employed, the College shall pay to his spouse,

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.b. Except
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as otherwise set forth above or provided in 6Hx7-3.64, the College shall have no further liability or obligation under this Contract to Holcombes 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. 7. Determination of Disability. The Interim 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 Interim 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 Interim 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. 8. Survivorship. The respective rights and obligations of the parties under this

Contract shall survive any termination of Holcombes employment to the extent necessary to the intended preservation of such rights and obligations. 9. 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 Dr. Holcombe: Willis N. Holcombe P. O. Box 9538 Tavernier, FL 33070

or to such other names or addresses as the College or Holcombe, as the case may be, shall designate by notice to each other person entitled to receive notices in the manner specified in this Section 9. 10. 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 Holcombe. All 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 Holcombe under this Agreement are of a personal nature and shall not be assignable or delegable in whole or in part by him. 11. No Conflicting Agreements. Holcombe 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. 12. 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. 13. 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.

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Beneficiaries/References. Holcombe 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 Holcombes death or a judicial determination of his incompetence, reference in this Agreement to Holcombe shall be deemed, where appropriate, to refer to his beneficiary or beneficiaries, estate or other legal representative, as appropriate. 15. 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. 16. 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. Holcombe shall be solely responsible for all federal, state and local taxes due with respect to any payment received under this Agreement. 17. 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.

Given under our hands and seals this Jacksonville, Florida.

day of _____________, 201__, at

Attest:

DISTRICT BOARD OF TRUSTEES OF FLORIDA STATE COLLEGE AT JACKSONVILLE

By: _________________________________ _______________________________________ Chair INTERIM COLLEGE PRESIDENT

Attest:

_______________________________________

By: Dr. Willis N. Holcombe

EXHIBIT A Outside Activities

1. Board member of BBX Capital based in Ft. Lauderdale, Florida which meets at least one time per month in person or by phone; 2. Annual golf tournament held in Ft. Lauderdale, Feb. 6, 7, 8, 2013. 3. Nova Southeastern University Board of Trustees retreat, May 3, 4, 2013 4. 50th Class Reunion, Defiance High School, Ohio, September 4, 5, 6, 2013. 5. Skelly Foundations annual meeting in October, 2013