This study explored how district leaders in three Michigan school districts reacted to a state-induced policy calling for district-implemented performance-pay for teachers in response to Race to the Top (RttT) in 2010. The study is positioned at the intersection of reform efforts and policy implementation in practice. Using a multi-site qualitative approach, this study examined (primarily through interviews and document analysis) how local leaders responded to and helped shape state law. The study analyzed interview transcripts as well as publicly available documents--primarily collective bargaining agreements and district provided policies. The wide-ranging findings presented in this study illuminated what was already known about the topic: that implementing teacher compensation reforms is a complex, complicated, and thought-provoking enterprise for district leaders. The findings point toward successful actions taken by district leaders that warrant further exploration and consideration.