SETTLERTENT AGREEMENT AND GENERAL RELEASE

This Settlement Agreement and General Release (?Agreement?) is made by and
between Houston Community College and Renee Byas (?Ms Byas?). HCC
and Ms. Byas are collectively referred to as the ?Parties? and individually as ?Party.?

A.

RECITALS

From 2008-2014, Ms. Byas served as General Counsel for HCC. During

2013 and part of 2014, Ms. Byas also was promoted to Acting Chancellor
for HCC. 

While Ms. Byas was employed by HCC, disputes arose between HCC and
Ms. Byas.

On September 25, 2014, HCC ?led a Petition for Declaratory Judgment in
the 55th Judicial District Coult of Harris County, Texas, which was
assigned the cause number 2014-5 5319 (?the Lawsuit?).

On October 27, 2014, Ms. Byas ?led an Answer, Af?rmative Defenses,
and Counterclaims against HCC in the Lawsuit, alleging Breach of
Contract, violation of Section 554.002 of the Texas Government Code,
and seeking her own declaratory judgment.

The Parties amended their pleadings in the Lawsuit from time to time.

On July 31, 2015, the Parties and their respective counsel attended a
mediation to . determine whether an out~of~court resolution could be
reached with: respect to the Lawsuit. During mediation, the Parties
reached an agreement to settle all disputes and issues between them,
subject to the approval of Board of Trustees. Board of
Trustees has approved the terms of the Parties? settlement, as re?ected in
this Agreement.

It is the Parties" desire to memorialize their settlement with this

Agreement, which is intended to settle the claims and disputes presently
between them;

The Parties acknowledge and recognize that this Agreement in no way
constitutes an admission of liability of any sort, and is solely for the

purpose of compromising and settling disputed claims and avoiding
litigation in the Lawsuit.

TERMS AND CONDITIONS

In consideration of the matters discussed in the recitals, the mutual promises and
agreements herein contained, and other good and valuable consideration, the receipt and
suf?ciency of which the Parties acknowledge, the Parties agree as follows:

1. De?nitions. As used in this Agreement, the following terms shall have the
meanings given to them below.

1.1 ?Released Claims? means and includes all claims and disputes that
were asserted or could have been asserted by any Party in the Lawsuit, as well as
all claims and disputes arising out of or related to Ms. Byas?s employment at
HCC, including, without limitation, any previously or presently existing assertion,
allegation, claim, demand, right, debt, request for indemni?cation, request for
payment, request for reimbursement, cause of action, liability, loss, damage
(including, without limitation, incidental, consequential or punitive damages),
de?ciency, remedy, judgment, lien, penalty, cost, expense, attorney fee, interest,
right to indemni?cation, right to reinstatement, suit and proceeding of every kind,
at law or in equity, arising out of or relating to any common law and/0r any
statute (including but not limited to Title VII of the Civil Rights Act of 1964, as
amended; the Civil Rights Act of 1991, the Texas Commission on Human Rights
Act, the Texas Labor Code, the Texas Pay Day Law, retaliation and other claims
underChapter 451 of the Texas Labor Code, the Texas Workers? Compensation
Act, the Texas Whistleblower Act, the Age Discrimination in Employment Act;
the Older Workers? Bene?t Protection Act, the Fair Labor Standards Act, the
Rehabilitation Act, the False Claims Act, the Family and Medical Leave Act, the
Consolidated Omnibus Budget Reconciliation Act the Employee
Retirement Income Security Act the Occupational Health Safety
Act, the Americans with Disabilities Act, the United States Constitution
(including all amendments), the Texas Constitution, the Texas Health Safety
Code, 42 U.S.C. Section 1981, 42 U.S.C. Section 1983, and 42 U.S.C. Section
1985) regardless of whether any of the foregoing are asserted or unasserted, now
known or hereinafter discovered, matured or unmatured, or accrued, contingent or
potential, and regardless of whether any of the foregoing have resulted now or
could result in the ?iture in the commencement of a lawsuit, the ?ling of a claim,
or a legal proceeding of whatsoever kind, and regardless of whether any of the
foregoing have resulted now or could result in the future in a ?nal and appealable
order, ruling or judgment. Notwithstanding the foregoing, however, Released
Claims does not include obligations expressly created by this Agreement.

1.2 Released Parties? means HCC, its employees, trustees, and
individual colleges, and each of their respective insurers, agents, employees,
attorneys, successors, heirs, and assigns.

 

1.3 ?Byas Released Parties? means Ms. Byas, and her insurers, agents,
employees, attorneys, successors, heirs, and assigns.

 

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1.4 ?Released means any of the HCC Released Parties and any
-- of the Byas Released Parties, respectively. -

1.5 ?Governmental Authority? means any court, tribunal, arbitrator,
authority, agency, commission, counsel, of?cial or other instrumentality of the
United States, any foreign country, or any domestic or foreign state, county, city,
ischOol district or other political subdivision, or any similar governing entity.

2. Payment. The total consideration to be paid pursuant to this Agreement is
$850,000 ($700,000 of which shall be paid by insurance carrier). Within ?fteen
(15) days following the full and complete execution and delivery of this Agreement, HCC
will pay or cause to be paid to Ms. Byas the sum of Five Hundred Thousand US. Dollars
($500,000) and her counsel the sum of Three Hundred Fifty Thousand Dollars
The settlement proceeds shall be paid as follows: one check made
payable to Renee Byas in the amount of $150,000 (the Settlement Payment?); and
a wire transfer to Rusty Hardin Associates, LLP, IOLTA account in the amount of
Seven Hundred Thousand US. Dollars for legal fees, expenses, alleged
damages permitted under Tex. Govt. Code 554.003, and reimbursement of fees and
expenses incurred by Ms. Byas for Withdrawals made from her retirement account during
the pendency of the Lawsuit (the ?1099 Settlement Payment?). Before such payments can
be made, Rusty Hardin Associates, LLP must provide counsel with the firm?s
Form and Ms. Byas must provide HCC with her Form W-9 and completed
Medicare Form.

3. Taxes. Ms. Byas understands and agrees that HCC is not providing
any tax or legal advice and that it makes no representation regarding any tax obligations
or consequences, if any, related to this Agreement. Ms. Byas agrees that she shall be?
exclusively responsible for the payment of any federal and state taxes that may be due
from her as the result of the consideration paid to her under this Agreement, except that
the Parties agree that the Settlement Payment shall be reported on a Form and
subject to standard federal income tax withholding by HCC. HCC or its counsel will
issue a 1099? to Rusty Hardin Associates, LLP, for the 1099 Settlement Payment
described above. A 

QMs. Byas. agrees to fully indemnify and hold harmless HCC from allocation of
any taxes, interest, and penalties related to the payments described in this Agreement,
exceptiany payroll taxes and deductions that may be required of HCC by state and federal
taxing authorities With respect to the Settlement Payment.

4. The $85 0,000 aggregate payment described above represents the entire
sum of money to be paid under any provision of this Agreement.

5. Release of Byas Released Parties. HCC, on behalf of itself and any other
person or entity acting by, through, and under HCC, hereby releases, waives, acquits, and
forever discharges each of the Byas Released Parties from any and all Released Claims.

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6. Release of HCC. Ms. Byas, on behalf of herself and any other person
acting by, through, and under Ms. Byas, hereby releases, waives, acquits, and forever
discharges each of the HCC Released Parties from any and all Released Claims.

7. Dismissal of Lawsuit. Within ?ve (5) business days after the payment set
forth in Section 2 above, the Parties will file an Agreed Motion to dismiss the Lawsuit
with prejudice in the 55th Judicial District Court of Harris County, Texas, and will
cooperate with each other with respect to any additional steps reasonably deemed
necessary to effectuate such dismissal.

 

8. Covenant Not to Sue. The Parties covenant and agree that, except as may
be compelled by legal process, they will not raise or in any way pursue any Released
Claim in any forum of any kind, including without limitation, the federal, state or local
courts, any arbitral forum, or federal, state or local agencies or offices of any kind, be
they administrative, regulatory, judicial, quasi?judicial, arbitral or otherwise. The Parties
further agree that, except as compelled by legal process, they will not aid, assist, abet or
in any way encourage any third party in any way to pursue any Released Claim.

 

9. Acknowledgements. In executing this Agreement, each of the Parties
acknowledges, represents, warrants, and confirms to each other Party: that it/she has
carefully read and does understand the effects of this Agreement; that it/she has the
authority to enter into this Agreement; that it/she has received valid and sufficient
consideration under this Agreement; that in executing this Agreement, it/she has
conducted its/her own investigation and evaluation of the matters covered by this
Agreement, has relied solely upon the advice of its/her own counsel and expressly
disclaims reliance on any representation, understanding or agreement not set forth herein;
that no promise or agreement which is not herein expressed has been made to it/her in
connection with this Agreement; that it/she has not sold, assigned or transferred any
claims it may have against any or all of the other Released Parties with reSpect to the
matters released by this Agreement; that this Agreement is executed as a free and
voluntary act, without any duress, coercion, or undue in?uence exerted by or on behalf of
any person or entity; and the Parties each expressly disclaim the existence of any
fiduciary duty owed by either Party to the other with respect to the negotiation and
execution of this Agreement. The terms of this Agreement are contractual and not
merely recitals, and the agreements herein contained and the consideration transferred is
to compromise the referenced Released Claims and to avoid further expense and
distraction of litigation.

 

10. No Admission of Liability. This Agreement is a compromise of disputed
claims. The Parties acknowledge and agree: (1) that neither the giving nor acceptance of
the consideration herein shall in any manner or fashion be construed or used as an
admission of liability of wrongdoing; and (2) that the giving and acceptance of the
consideration herein is for the sole and exclusive purpose of compromising and settling
the disputes discussed herein and avoiding litigation.

 

ll. Attorneys? Fees and Costs. Except to the extent provided in this
Agreement, the Parties shall bear their own attorneys? fees, expenses and costs arising

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from the matters being negotiated and settled herein, and from the preparation and
execution of this Agreement; provided, however, that the prevailing party in any
litigation to enforce the terms of this Agreement, shall be entitled to recover its legal fees
and costs. 

l2. Nondisparagement. The Parties agree not to disparage each other
personally or professionally about the matters and issues made the basis of the Lawsuit.
For the avoidance of doubt, the Parties understand and agree that HCC cannot be held
responsible for the speech of any person other than an HCC employee communicating on
behalf of HCC. However, if any HCC Board member or other HCC representative who
is not an employee of HCC disparages Ms. Byas, then Ms. Byas may respond to such
disparaging comments without violating this Agreement.

13. Return of Documents. Ms. Byas agrees that, within thirty (30) days of
executing this Agreement, she shall return to HCC all HCC-related documents (including
but not limited to documents in electronic form) that came into her possession, custody or
control during her employment at HCC. To the extent such documents are merely copies
of documents that HCC still maintains in its ?les, Ms. Byas can comply with this
paragraph by destroying her copy(ies) and certifying compliance in writing to HCC
within the same thirty (30) day time frame. The obligations set forth in this Paragraph 13
are in addition to, and not in place of, the Parties? obligations under the Court?s April 28,
2015 Con?dentiality Order. 

l4. Re?Application. .In light of her previous claims for reinstatement, Ms.
Byas expressly waives any and all employment, re-employment, and/or reinstatement
rights or opportunities with HCC and agrees that she will not in the future apply for
employment at HCC. HCC agrees that Ms. Byas?s ,fmal Personnel Action Form will
re?ect that Ms. Byas resigned on August 22, 2014, and is ?rehire eligible.?

15. Letter of Reference: Upon execution of this Settlement Agreement, HCC
will provide Ms. Byas with a basic letter of reference in the form attached as Ex. 
hereto.

16. Age Discrimination Release. Ms. Byas understands that she has seven (7)
days after signing this Agreement to revoke her release as to any claims arising under the
Age Discrimination in Employment Act; the Older Workers? Bene?t Protection Act, or
any age discrimination claims arising under the Texas Commission on Human Rights Act
or the Texas Labor Code, only, and for no other claims. For all other claims and potential
claims, the releases conveyed in this Agreement shall be binding and effective
immediately on the date of signature by Ms. Byas. If Ms. Byas intends to revoke the
release as to any claims arising under the Age Discrimination in Employment Act, the
Older Workers? Bene?t Protection Act, or any age discrimination claims arising under
the Texas Commission on Human Rights Act or the Texas Labor Code, she must provide
counsel of record (in the Lawsuit) with written notice within seven (7) days after
signing the Agreement. If Ms. Byas provides such notice, HCC shall then have the
unilateral right to rescind this Agreement, in sole discretion, within seven (7) days
of receipt of the notice described in the previous sentence.

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17. Complete Agreement. This Agreement contains the complete agreement
between the Parties regarding the final resolution of all matters discussed herein.

 

18. Amendments, Modi?cations and Assignments. This Agreement may not
be amended, modi?ed, or assigned except by written agreement of all the Parties.

19. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Texas, without regard to the principles of
con?ict of laws.

20. Rules of Construction. This Agreement has been negotiated. and drafted
by all of the Parties and their representatives. No rule of construction shall apply to this
Agreement construing its provisions in favor of or against any Party.

 

21. Counterpart Execution. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, but all of which collectively
shall constitute one instrument. Signatures sent by facsimile or scanned and sent by
email are acceptable and will be deemed an original.

 

22. Waiver. The Parties expressly waive the bene?ts of any statutory
provision or common law rule that provides, in sum or substance, that a release does not
extend to claims that the Party does not know or expect to exist in the Party?s favor at the
time of executing the release, which if known by the Party, would have materially
affected its settlement with the other Party. 

23. No Waiver. The failure of any of the Parties at any time to enforce any
provisions of this Agreement will in no way constitute or be construed as a waiver of
such provision or of any other provision hereof, nor in any way affect the validity of, or
the right thereafter to enforce, each and every provision of this Agreement.

24. Incorporation of Recitals. The Parties acknowledge, stipulate and agree
that the Recitals set forth above are, as to each of them, accurate, true and correct and are
incorporated herein by reference.

 

EXECUTED and AGREED by the Parties on August lg, 2015 

TY CO LEGE
By:

Name: nit CESAR MALDONADO
Title: CHANCELLOR

 
  
   

Name: RENEE BYAS

 

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Est. 4?

To Whom It May Concern:

I write regarding Renee Eyes, former general counsel of Houston Community College System
She served as general counsel from 2008 through 2014. From 2013 through May 2014,
Ms. Byas was promoted to and assumed the role of acting chancellor of the institution.

During her tenure while I served as Chancellor Ms. Eyes was dedicated to HCC, and I observed
that she always had HCC's best interests inmihd; 

Regards,

Cesar Maldonado