TRANSITION AGREEMENT

This Transition Agreement (“Agreement”) is made between Susan Cates (referred to in

this Agreement as “Employee”) and the City of Hutto (referred to in this Agreement as the
“City”), acting through its City Manager. In this Agreement, Employee and the City are
sometimes referred to individually as “Party” and collectively, as “Parties.”

Purpose of Agreement

The City is a Texas home rule city. Employee was employed by the City of Hutto as the
Executive Director of Economic Development. The City Manager has the authority to hire and
terminate employees of the City of Hutto, Texas, including but not limited to the Executive
Director of Economic Development.

The City has decided to conclude the employment relationship. Employee acknowledges
that Employee has been an “at-will” employee and does not have an employment contract with
the City. The purposes of this Agreement are to 1) conclude the relationship between Employee
and City; 2) obtain a release of any and all claims Employee may have against the City; 3)
describe a severance payment package for Employee; and 4) determine any rights or restrictions
that will affect the future conduct of the City and/or Employee.

Termination

By this Agreement, Employee’s employment with the City of Hutto has been terminated,
effective immediately, (Termination Date: February 5, 2018) from her position as Executive
Director of Economic Development for the City. The City will consider the Employee to be an
employee in good standing at the time of her termination and will comport all references, written
and verbal, to him accordingly.

Waiver of Claims

In consideration of the terms and conditions of this Agreement, including but not limited
to the City’s agreement to provide Employee with severance payments that constitute additional
consideration beyond amounts to which Employee is otherwise entitled, Employee hereby
releases and forever discharges the City, its agencies, affiliates, and assigns, and each of their
respective Council members, officers, directors, agents, and employees, in their individual and
official capacities, (collectively referred to herein as the “Released Parties”) from any and all
claims, causes of action, liabilities, obligations, costs, and damages of any nature whatsoever,
both known and unknown, accrued as of the effective date of this Agreement, including, but not
limited to, any claims based on NEGLIGENCE (WHETHER SIMPLE, GROSS, SOLE, OR
CONCURRENT), libel, slander, interference with contractual relations, negligent infliction of
emotional distress, intentional infliction of emotional distress, wrongful termination, constructive
discharge, and claims based on rights under any federal non-discrimination laws, including but
not limited to the Civil Rights Act of 1964, as amended (“Title VII”); the Americans with
Disabilities Act; the Age Discrimination in Employment Act (“ADEA)”; the Equal Pay Act; the
Lilly Ledbetter Fair Pay Restoration Act of 2009; the Family and Medical Leave Act; the
National Labor Relations Act; the Texas Whistleblower Act, Chapter 554 of the Texas
Government Code; Sections 1981 of Title 42 of the United States Code; the Texas Worker’s
Compensation Act; the United States Constitution; and the Texas Constitution; and any and all
state discrimination and retaliation laws, including, but not limited to, the Texas Commission on
Human Rights Act (prohibiting discrimination based upon age, race, sex, religion, national
origin, disability), and any and all statutory claims and common law causes of action for breach
of contract or tort, which he has or may have against any of the Released Parties for any act or
omission, or alleged act or omission, which occurred on or at any time prior to the date of
Employee’s execution of this Agreement (the “Released Claims”). Employee understands and
agrees, in compliance with any statute or ordinance which requires a specific release of unknown
claims or benefits, that this Agreement includes a release of unknown claims, and Employee
hereby expressly waives and relinquishes any and all claims, rights or benefits that he may have
which are unknown to Employee at the time of the execution of this Agreement. Employee
understands and agrees that if, hereafter, he discovers facts different from or in addition to those
which he now knows or believes to be true, that the waivers and releases of this Agreement shall
be and remain effective in all respects notwithstanding such different or additional facts or the
discovery of such fact.

Exclusions

Excluded from this Agreement are any claims which cannot be waived by law. Nothing
in this Agreement affects any right Employee may have to unemployment compensation,
workers’ compensation benefits, or any claims that Employee and/or her dependents have or may
have to continuation of group health plan coverage under COBRA.

Confidentiality of the Terms of this Agreement

Employee and the City agree that this Agreement may be used as evidence in a
subsequent proceeding in which any of the Parties alleges a breach of this Agreement. However,
Employee agrees that the fact that Employee and the City have reached this Agreement and its
terms, specifically including, but not limited to, the amount paid hereunder, will be treated as a
strictly confidential matter between the Parties, and will not be disclosed unless legal
requirement supersedes, including but not limited to the Open Records Act.

Employee agrees now, and after my employment terminates with the City not to disparage or
defame the City in any respect or to make any derogatory comments, whether written or oral,
regarding the City, affiliates, its current or former officers, directors, employees, attorneys,
agents, or contracting parties, or its business or operations. Furthermore, the City agrees not to
disparage, make any derogatory comments, whether written or oral against the Employee or
affiliates.

Indemnity and Attorney’s Fees

Employee agrees that he will indemnify and hold the City harmless from any loss,
expense, or damage, including attorney’s fees, incurred by the City as a result of any breach of
this Agreement by Employee.

Acknowledgment of Consideration

Employees acknowledges that any obligation of the City to provide the consideration
stated in this Agreement arise solely from the terms of this Agreement.

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Severance
As consideration for the promises and agreements of Employee herein, the City agrees to
remit to Employee severance pay totaling four (4) weeks of salary, less legally required
deductions, for a gross total amount of $ 8,461.54 to be payable in bi-weekly payments in
accordance with the current payroll schedule, commencing with the first payroll after the
expiration of the seven (7) day right of revocation described below. Benefits will be terminated
effective the Termination Date stated in this agreement. Employee and/or her eligible dependents
may elect to enroll in COBRA continuation group health plan coverage in accordance with the
provisions of COBRA.
Reference

The City agrees that Employee’s separation from the City is to be treated as a
termination. In the event that Employee is contacted by a potential future employer and
Employee authorizes the City to provide a neutral employment reference.

General Provisions

This Agreement represents the entire understanding and agreement of the Parties. It
supercedes any written or oral agreements or statements of either Party. This Agreement shall
inure to the benefit of and be binding upon Employee, Employee’s heirs, personal
representatives and assigns, and the City, its successors and assigns. This Agreement may be
amended only in writing signed by Employee and by a duly authorized representative of the
City.
Severability

Should any provision of this Agreement be determined to be illegal, invalid, or otherwise

unenforceable, the validity of the remaining terms and provisions hereof will not be affected
thereby but such will remain valid and enforceable, and the illegal or invalid terms or provisions
shall be deemed not to be a part of this Agreement.

Right to Consult with Attorney

Employee is hereby advised to consult with an attorney prior to executing this

Agreement.
Period for Execution

Employee shall have a period of twenty-one (21) days from the date of delivery of this
Agreement to accept the Agreement by signing and delivering the executed Agreement to Carroll
Menasco, of the City and shall have seven (7) days following the execution of this Agreement
during which he may revoke this Agreement by providing to the Director of HR of the City
written notice of her revocation. If this Agreement is not revoked by Employee during said
seven (7) day period, it shall be deemed accepted and severance payments will commence the
first pay date following the revocation period. This Agreement shall not be effective or
enforceable until the revocation period has expired.

Construction of Agreement/Venue

This Agreement is entered into in the State of Texas and shall in all respect be
interpreted, enforced, and governed by the internal laws of the State of Texas. Venue for any
action arising out of this Agreement shall be in Williamson County, Texas.
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EMPLOYEE STATES AND AGREES THAT HE HAS CAREFULLY READ THE
FOREGOING SEVERANCE AGREEMENT AND THAT HE KNOWS AND
UNDERSTANDS THE CONTENTS OF THE AGREEMENT AND THAT HE EXECUTES
THE SAME AS HER OWN FREE ACT AND DEED.

Delivered to the Employee this 7th day of _February.

The City of Hutto

__________________________
ODIS JONES
City Manager

__________________________
Date

__________________________
Susan Cates

__________________________
Date