MONTGOMERY COLLEGE EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the ?Agreement?), is entered into [as of the day of 2015,] by and between DeRionne P. Pollard (?Dn Pollard? and Montgomery College (the ?College?), a public, open admissions community college within the State of Maryland (collectively the ?Parties? and each, a ?Parly?). WITNES SETH WHEREAS, the College wishes to continue to retain Dr. Pollard as President of the College, and Dr. Pollard wishes to continue to serve as the President and be its employee, subject to the terms and conditions of this Agreement; WHEREAS, Dr. Pollard entered into an Employment Agreement with the College on June 25, 2014 (the ?Prior Agreement?): WHEREAS, the Parties desire to amend and restate the Prior Agreement; WHEREAS, both the College and Dr. Pollard desire to set forth their respective rights and obligations in this Agreement; WHEREAS, this Agreement has been duly approved and its execution has been duly authorized by the board of Trustees of the College (the ?Board of Trustees?); NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions contained herein, and other valuable consideration, the receipt and suf?ciency of which are hereby acknowledged, the parties agree as follows: A. Term of Employment. The College shall employ Dr. Pollard as its President under this Agreement for a period of six (6) years, beginning July 1, 2014 and ending June 30, 2020, unless earlier terminated pursuant to Section I below or extended pursuant to Section below (the ?Term of Employment?). Dr. Pollard hereby accepts such continued employment on the terms and conditions set forth in this Agreement. B. Renewal/Extension. Prior to July 1, 2015, the Board of Trustees of the College (the ?Board?) and Dr. Pollard shall meet for the purpose of discussing the possible extension of the Term of Employment. C. Powers and Duties. During the Term of Employment, Dr. Pollard shall report directly to the Board and shall perform these services and duties that are consistent with the position of President of 1 the College, as provided under the laws of the State of Maryland, College Bylaws, and the rules and regulations of the College, or which may be assigned to Dr. Pollard by the Board consistent with the position of President of the College (collectively, the ?Duties?). Dr. Pollard shall devote her full time, attention, skill and efforts to the faithful performance of the Duties, consistent with the provisions of Section (?Outside Activities?) below. Dr. Pollard and the College acknowledge and agree that the Duties hereunder shall include those duties customarily performed by presidents of public community colleges comparable in size and type to the College, such as overall responsibility for educational leadership, faculty and staff relations, budgeting, long?range planning, fundraising, development, public relations, student services, recruitment of personnel and recommending the appointment, promotion, and dismissal of all staff members, and such other similar duties as may be assigned from time to time by the Board. D, Compensation. 1. Annual Base Salary. As compensation-for the Duties performed by Dr. Pollard during the Term of Employment, the College shall pay Dr. Pollard a base salary at an initial annual rate of Two Hundred Eighty~One Thousand ($281,000) (the ?Base Salary?). In connection with each annual evaluation of Dr. Pollard?s performance, pursuant to Section below, the Board shall determine, in its sole discretion, based on performance and the availability of funds, whether to grant a future increase in the annual rate of the Base Salary and the amount of any such increase, provided however, that such increase as a percentage of the then current Base Salary shall be no less than the percentage increase granted for faculty salaries for the same time period (or the average of such percentage increases in faculty salaries, if there is a range in such increases). During the Term of Employment, subject to the availability of funds, the Base Salary may be increased, but not decreased. 2. Annual Performance Bonus. Dr. Pollard shall be eligible to earn an annual bonus based upon her performance as compared to her performance goals established pursuant to Section below (the ?Annual Performance Goals?). For guidance purposes only, the target amount for this annual performance bonus will be ?ve percent of the Base Salary for the performance period. The amount of the annual bonus will be determined by the Board based upon its good faith assessment of Dr. Pollard?s performance as compared to the Armual Performance Goals. Dr. Pollard must remain . employed through the end of the applicable fiscal year (June 30) to earn any annual bonus for that year. Any bonus awarded to Dr. Pollard will be paid as soon as practicable, but in no event later than the end of the calendar year in which the performance review is completed. 3. Internal Revenue Code 403(b) Contributions. During the Term of Employment, the College shall make the following contributions to the College 403(b) retirement plan on the following dates (provided that Dr. Pollard remains employed by the College through the relevant date): $20,000 to be contributed on June 30, 2015; $25,000 to be contributed on June 30, 2016; $30,000 to be contributed on June 30, 2017; $35,000 to be contributed on June 30, 2018; $35,000 to be contributed on June 30, 2019; and $35,000 to be contributed on June 30, 2020. E. Annual Evaluation. On or before May 1 of each year of the Term of Employment, or such later date as - may be speci?ed by the Board, Dr. Pollard shall provide to the Chair of the Board a list of proposed goals and objectives for the ?scal year beginning on July 1. he Board and Dr. Pollard shall discuss Dr. Pollard?s goals and objectives, after which time the Board and Dr. Pollard shall agree upon goals and objectives for the ?scal year. In addition, on or before May 1 of each year during the Term of Employment, or such later date as may be speci?ed by the Board, Dr. Pollard shall initiate the evaluation of her performance by submitting to the Board of Trustees a self-appraisal of her performance for the period beginning on the prior July 1. This appraisal shall address Dr. Pollard?s performance related to each of the goals and objectives set for the applicable ?scal year. After Dr. Pollard has submitted this self-appraisal, the Board of Trustees shall evaluate Dr. Pollard?s performance during the previous ?scal year based on her achievement of the mutually agreed upon specified goals and objectives and such other criteria related to the Duties as the Board deems appr'Opriate. In the process of performing this evaluation, the Board may seek information and opinions from other individuals or organizations relevant to the Operation of the College, such as students, faculty, state and local of?cials, administrators, community organizations and the like, as the Board deems appropriate. To aid the Board in its annual evaluation, Dr. Pollard agrees to furnish to the Board such additional oral or written reports as it may request. F. Bene?ts. 1. Standard Bene?ts. During the Term of Employment, Dr. Pollard shall be eligible to participate in any and all medical insurance, dental insurance, life insurance, longuterm disability insurance, retirement plans and other plans or bene?ts offered by the College for senior administrators, in accordance with the terms and provisions of any such plan or benefit program; provided however that the College shall pay the full amount of the premiums for any such medical and dental insurance. The above notwithstanding, the College shall provide the President with life insurance which will provide a bene?t of Eight Hundred SeVenty Thousand Dollars 2. Travel, Entertaimnent and Other Business Expenses. The College shall pay or reimburse the reasonable travel and other business expenses incurred by Dr. Pollard in the course of performing the Duties, provided that such expenses fall within the limits set in the College?s annual operating budget and provided that Dr. Pollard has followed College policies and procedures for incurring such expenses and for requesting reimbursement of those expenses. When, for College purposes, Dr. Pollard?s partner accompanies Dr. Pollard on travel or entertainment, the College shall pay or reimburse the costs of the reasonable travel and entertainment expenses of Dr. Pollard?s partner, provided that such expenses fall within the limits set for such expenses in the College?s annual operating budget and provided that the College policies and procedures for incurring such expenses and for requesting reimbursement of these expenses have been followed. The Chair of the Board will appoint a special auditor to review the proposed expense reimbursement budget for Dr. Pollard before it is approved and to review Dr. Pollard?s expense reimbursements. 3. Annual Leave. Dr. Pollard shall be entitled to accrue twenty~six (26) days of paid annual leave per calendar year during the Term of Employment to be taken at times mutually agreed upon by Dr. Pollard and the Chair of the Board. Accrual of annual leave and payment of unused annual leave upon termination of employment shall be subject to the College?s general policies regarding annual leave. The attendance by Dr. Pollard at business and professional meetings and conferences shall not be construed as annual leave. 4. Automobile. During the Term of Employment, College shall provide Dr. Pollard with a recent model automobile, suitable for her role as President, to be owned or leased by the College, for Dr. Pollard?s exclusive use. Alternatively, at Dr. Pollard?s option, the College will pay or reimburse Dr. Pollard for the payment of the lease payments for the vehicle currently owned by Dr. Pollard. A new car shall be provided to Dr. Pollard on or about July 1, 2017 and every three (3) years thereafter during the Term of Employment. The College shall provide or reimburse Dr. Pollard for insurance, maintenance and other operating costs of the vehicle (regardless of whether the vehicle is owned or leased by the College or by Dr. Pollard), including, but not limited to, the cost of fuel, taxes, licenses, registration, and other similar operating expenses. Dr. Pollard shall report in writing to the Chief Financial Officer of the College shortly after the end of each calendar year the amount of personal usage of the vehicle during the prior calendar year. 5. Tuition Remittance. If any of the dependent children of Dr. Pollard attend an accredited college or university during the Term of Employment, the College shall pay, for each child, a portion of the tuition and fees charged by the institution for the child to attend the institution, up to the amount the College then charges in tuition and fees for a full?time in-County student to attend the College. 6. Professional Memberships. The College shall pay the annual dues and fees associated with Dr. Pollard?s membership in professional organizations during the Term of Employment that Dr. Pollard and Board Chair agree will be helpful to Dr. Pollard in carrying out his/her duties as President of the College. 7. Long Term Care Insurance. The College will pay up to $2,500 per year (the ?Maximum Amount?) for Long Term Care insurance for Dr. Pollard. Notwithstanding the foregoing, the Chairman of the Board of Trustees (the ?Chairman?) may approve a non material increase in the Maximum Antount in his or her sole discretion. G. Housing. During the Term of Employment, the College shall provide Dr. Pollard with a housing allowance of Three Thousand Dollars ($3,000) per month to provide support in maintaining a residence in Montgomery County, Maryland. Dr. Pollard shall use this residence for College-related business and business entertainment on a regular and continuing basis. Reasonable costs incurred for such events in accordance with applicable College policies shall be paid by the College. The College shall pay for any damage to Dr. Pollard?s residence during College?related business and business entertainment not covered by insurance. There shall be no housing allowance or expense payments made under this T-.. . Section during the transition period when Dr. Pollard is residing in temporary housing as provided in Section F.3 above. H. Deductions. Tax Reporting and 409A Compliance. All payments made to Dr. Pollard under the terms of this Agreement, including payment of Base Salary and any discretionary bonus paid pursuant to Sections Di. and D.2. above, shall be subject to any deductions and withholding required by law (such as for applicable taxes) or agreed to by Dr. Pollard (such as for payment of insurance premiums under College bene?t plans). The College shall include in the issued to Dr. Pollard all payments, bene?ts, allowances and reimbursements that are de?ned as income or otherwise required to be reported by federal, state or local governments. Dr. Pollard shall be responsible for the payment of all personal taxes due and shall make such payments on a ?when due? basis. This Agreement is intended to comply with the requirements of Section 409A of the internal Revenue Code and related regulations and guidance and shall be construed and interpreted in a manner consistent with compliance with 409A. However, the College makes no guarantee with respect to the tax treatment of payments or bene?ts provided under this Agreement and shall not be responsible for any taxes, penalties, interest or the like which Dr. Pollard may be required to pay (pursuant to 409A or otherwise) as a result of those payments or bene?ts. To the extent that any severance payments are deferred compensation under 409A, and are not otherwise exempt from the application of 409A, then, if the period during which Dr. Pollard may consider and sign the Release (as defined below) spans two calendar years, the payment of severance will not be made or begin until the later calendar year. I. Termination. i. Termination For Cause. The Board may, upon a majority vote of the full Board in accordance with the terms of this Section 1.1., terminate Dr. Pollard?s employment under this Agreement and the Term of Employment, for Cause, at any time, upon written notice to Dr. Pollard as provided in this Section 1.1. For purposes of this Agreement, ?Cause? shall mean conduct determined by a majority of the full Board of Trustees, in their good faith discretion, to be: gross negligence or nonfeasance by Dr. Pollard in the performance of any of the Duties, or willful malfeasance by Dr. Pollard; Dr. Pollard?s material failure or any willful failure to follow the lawful directions of the Board; (0) actions or omissions by Dr. Pollard that are criminal or fraudulent or involve material dishonesty or moral turpitude or which may bring Dr. Pollard into public disrepute or scandal; Dr. Pollard being formally indicted or charged in a court of law with (or pleading guilty, no contest, nolo contendere or making any other similar plea to) any felony, or any other crime related to any of the Duties, including the misuse or misappropriation of College funds; or a material breach of this Agreement, or a material violation of College policies or procedures which causes material harm to the College. In the event Dr. Pollard is terminated for Cause, Dr. Pollard?s employment with the College and the Term of Employment shall end, effective on the date of delivery of the notice of termination, and Dr. Pollard shall receive no further compensation or bene?ts from the College whatsoever, except for the payment ot?any Base Salary earned but unpaid as of the termination date and except for any bene?ts to which Dr. Pollard may be entitled following termination of employment under the terms of the College employee bene?t plans. Prior to any vote by the Board regarding the possible termination of Dr. Pollard for Cause, the Board shall provide Dr. Pollard with a reasonable opportunity to be heard at a meeting of the Board. Dr. Pollard may be represented by counsel at such meeting, but shall bear the cost of such legal representation herself. 2. Termination Without Cause. The Board may, upon a majority vote of the full Board, terminate Dr. Pollard?s employment under this Agreement and the Term of Employment, Without Cause, at any time, for the convenience of the College, upon written notice to Dr. Pollard as provided in this Section 1.2. Termination ?Without Cause? shall mean termination for any reason other than for Cause or by virtue of Dr. Pollard?s resignation, permanent disability, death or expiration of the Term of Employment (as set forth in Sections 1.3., 1.4., 1.5. and l.6. below, respectively). In the event of a termination Without Cause pursuant to this Section I2. Dr. Pollard?s employment with the College and the Term of Employment shall end on the date speci?ed in the notice given by the Board pursuant to this Section 1.2 or on the date that the notice is delivered, if no date is speci?ed in the notice. If the Board of Trustees terminates this Agreement Without Cause prior to the expiration of the Term of Employment, such termination is a ?separation from service? (as de?ned under Treasury Regulation Section without regard to any alternative de?nition thereunder, a ?separation from service?), and Dr. Pollard executes a separation agreement that includes a general release of claims in favor of the College, in the form presented by the College (the ?Release?), allows it to become effective within the time period specified in the Release, which shall in no event be more than 60 days (the date that the Release becomes effective and may no longer be revoked by Dr. Pollard is referred to here as the ?Release Date?), and complies with all terms of such Release, including but not limited to non-?disparagement and con?dentiality provisions, then for a period of one (1) year after the Release Date or until the expiration of the Term of Employment, whichever is a shorter period of time (such applicable period is referred to as the ?Severance Period?), the College will: pay to Dr. Pollard, as severance, payments in the form of continuation of Dr. Pollard?s then Base Salary, less applicable withholdings and deductions, and paid in equal installments on the College?s regular payroll dates, with the first such payment occurring on the College?s first regular payroll date which occurs at least ?ve (5) days after the Release Date; and (ii) if Dr. Pollard elects to continue medical andfor dental insurance pursuant to COBRA, pay the premiums for such COBRA continuation coverage. These severance payments shall not be reduced by any other compensation received by Dr. Pollard. Other than such severance pay, Dr. Pollard shall receive no further compensation or benefits under the Terms of this Agreement following termination Without Cause, encept for any benefits to which Dr. Pollard may be entitled following termination under the terms of the College employee bene?t plans. 3. Resignation. Dr. Pollard may resign from the Presidency by providing at least six (6) months advance written notice to the Board, provided however that the Board, in its sole discretion, may choose to release Dr. Pollard from some or all of this sire-month notice requirement. Dr. Pollard?s employment with the College and the Term of Employment shall end on the effective date of the resignation, and Dr. Pollard shall receive no further compensation or bene?ts under this Agreement, except for any bene?ts to which Dr. Pollard may be entitled following resignation of employment under the terms of the College employee benefit plans. 4. Permanent Disability. If Dr. Pollard shall become Permanently Disabled during the Term of Employment, Dr. Pollard?s employment under this Agreement and the Term of Employment shall terminate effective on the date of Permanent Disability and Dr. Pollard shall receive all bene?ts to which she is entitled pursuant to the College?s disability insurance plan in which she participates, as set forth in Section F.l above. For purposes of this Agreement, ?Permanent Disability? shall mean the inability of Dr. Pollard to perform the essential functions of the job for a period of six (6) continuous months, with reasonable accommodations (as such term is de?ned in 42 D.S.C. 121 1 as amended, and the common law interpreting same). In the event of a termination due to Permanent Disability, Dr. Pollard shall receive no further compensation or bene?ts under the terms of this Agreement, except for any Base Salary earned but unpaid through the termination date and any bene?ts to which Dr. Pollard may be entitled (including any disability insurance benefits) following termination under the terms of the College employee benefit plans. 5. Death. In the event of the death of Dr. Pollard during the Term of Employment, Dr. Pollard?s employment under this Agreement and the Term of Employment shall end on the date of Dr. Pollard?s death and no further payments will be made or bene?ts provided under this Agreement, except that the College will pay Dr. Pollard?s estate any Base Salary earned but unpaid through the date of death and any bonus awarded but not yet paid prior to the date of Dr. Pollard?s death and except as provided for under the terms of any applicable College employee bene?t plans, including any life insurance and retirement plans. 6. Expiration of the Term of Employment. If the College and Dr. Pollard have not agreed to extend the Term of Employment pursuant to Section above, Dr. Pollard?s employment with the College and the Term of Employment will end on June 30, 2020 and Dr. Pollard will receive no further compensation or benefits under this Agreement, except for any Base Salary earned but unpaid as of the date of termination and except for any bene?ts to which Dr. Pollard may be entitled following termination under the terms of any College employee benefit plans. 1. Outside Activities. The College recognizes that it is both appropriate and bene?cial for Dr. Pollard to engage in outside activities, Such as serving on for-profit and nonprofit boards of directors, consulting, delivering speeches, and uniting. However, Dr. Pollard shall limit such outside activities to those which are approved in advance by the Chair of the Board. Dr. Pollard must ensure that any approved outside activities do not con?ict or interfere with his/her Duties or obligations under this Agreement. The Parties acknowledge that Dr. Pollard currently serves on AACC Commission for Research and the Future and Dr. Pollards? Roundtable and the Parties agree that Dr. Pollard may continue this service provided that it does not con?ict or interfere with Dr. Pollard?s Duties or other obligations. All income and other compensation earned by Dr. Pollard in connection with these outside activities shall be paid to and retained by Dr. Pollard and reported in accordance with applicable tax law and established College policy. Such income, if any, shall have no effect on the amount of salary, bene?ts, or other compensation to which Dr. Pollard may be entitled to under this Agreement. K. Con?dentiality. Dr. Pollard agrees that, both during the Term of Employment and for a period of three (3) years thereafter, lie/she will not disclose to any third party or use in any way (except in furtherance of the best interests of the College during the performance of the Duties during the Term of Employment) any con?dential information or secrets of the College, including without limitation, marketing, advertising and promotional ideas and strategies, marketing surveys and analyses, technology, budgets, business and strategic plans, student and applicant lists, research or ?nancial, purchasing, planning, employment or personnel data or information. Immediately upon termination of Dr. Pollard?s employment or at any other time upon the request of the College, Dr. Pollard will return to the College all memoranda, notes and data, and computer software and hardware, records or other documents compiled by Dr. Pollard or made available to Dr. Pollard during Dr. Pollard?s employment with the College concerning or containing any con?dential information and all personal property of the College, including without limitation, all ?les, records, documents, lists, equipment, supplies, promotional materials, keys, phone or credit cards and similar items and all copies thereof or extracts therefrom. The con?dentiality requirements of this Section are in addition to, and not in lieu of, any rights or remedies the College may have available to it under any applicable law preventing the disclosure of secrets or other con?dential information, and the enforcement of the provisions of this Section shall not be construed as a waiver of any other rights or remedies that the College may possess in law or equity absent this Agreement. L. Intellectual Pronertv. Dr. Pollard will not at any time during or after the Term of Employment have or claim any right, title or interest in any trade name, trademark, patent, copyright, Work for hire or other similar rights (?Intellectual Property Rights?) belonging to or used by the College and shall not have or claim any Intellectual Property Rights in any material or matter of any sort prepared for or used in connection with the operations or promotion of the College, whatever Dr. Pollard?s involvement with such material or matters may have been, and whether such material or matters were procured, produced, prepared, or published in whole or in part by Dr. Pollard, it being the intention of the Parties that Dr. Pollard shall and hereby does, recognize that the College now has and shall hereafter have and retain the sole Intellectual Property Rights in such material and matters (all Dr. Pollard?s work in this regard being a work for hire for the College under the copyright laws of the United States). If any such material or matter created by Dr. Pollard is not deemed a work made for hire under the copyright laws of the United States or is- otherwise not deemed to be owned solely by the College, then Dr. Pollard hereby assigns to the College all Intellectual Property Rights in each such work (including without limitation all copyright rights). Dr. Pollard shall cooperate fully with the College during the Term of Employment and thereafter in the securing of any Intellectual Property Rights in the United States and in foreign countries and shall give evidence and testimony and execute and deliver to the College all papers requested by it in connection therewith. The above not withstanding, Dr. Pollard shall retain the Intellectual Property Rights for material or matter prepared by Dr. Pollard in comrection with outside activities approved pursuant to Section I above, if such material or matter was created by Dr. Pollard herself without College resources or College employee assistance and the matter or material is not concerning the College. M. Indemni?cation. The College shall indemnify Dr. Pollard and hold Dr. Pollard harmless against any legal fees, costs, expenses, judgments, and settlement amounts in defending against claims arising out of Dr. Pollard?s service in his/her capacity as President 8 of the College; provided that such claims do not arise out of the gross negligence or willful malfeasance of Dr. Pollard; (ii) Dr. Pollard noti?es the College of any claim or threatened claim for which this indenmity would apply; the College shall have the option to provide the legal defense of the claims; and (iv) Dr. Pollard does not agree to the payment of any settlement amount without the prior approval of the College. N. Mediation. The Parties agree that any controversy or claim that either Party may have against the other arising out of or relating to the construction, application or enforcement of this Agreement, as well as any controversy or claim based upon the alleged breach of any legal right relating to or arising from Dr. Pollard?s employment with the College and/or termination of that employment (a ?Claim?) shall be submitted to non-binding mediation. Within thirty (30) days after delivery of a written notice of request for mediation from one Party to the other, the dispute shall be submitted to a single mediator chosen by the parties in Montgomery County, Maryland. The costs and fees associated with mediation shall be borne by the College. 0. Arbitration. If mediation, as described in Section above, is unsuccessful, any Claim shall, on the written request of either Party served on the other, he submitted to binding arbitration before a single arbitrator. The American Arbitration Association shall provide a list of three arbitrators who are National Academy of Arbitration members. Within ten (10) days of receipt thereof, each Party shall strike one, Dr. Pollard shall strike first and notify the College of such choice within ten (10) days of marking of the list., and the College shall strike last. Dr. Pollard and the College stipulate and agree that any arbitration will be held in Montgomery County, Maryland, pursuant to the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association (or any comparable rules then in existence) (the ?Rules?). Pursuant to the Rules, discovery may include depositions, interrogatories and document production. In any Claim involving the construction, application or enforcement of this Agreement, the arbitrator must base his/her decision upon the written contract and lie/she shall not have the power to modify, add to or ignore terms of the Agreement. The written decision of the arbitrator shall be final and conclusive upon both Parties and may be entered in any court having jurisdiction thereof. Arbitrator compensation and administrative fees shall be paid by the College. The Parties agree to pay their own attorney?s fees and costs. P. Notices. All notices required or allowed by this Agreement shall be hand delivered, mailed by certified mail, postage prepaid, return receipt requested or delivered by overnight courier. The notice will be deemed delivered on the date delivered by hand delivery, three (3) days after depositing in the US mail if delivered by certified mail or on the next business day if delivered by overnight courier. Unless and until changed by a Party giving written notice to the other, the addressees below shall be the addresses to which all notices required or allowed by this Agreement shall be sent: if to the College: Chair, Board of Trustees Montgomery College 900 Hungerford Drive Rockville, MD 20850 Attn: Chair of the Board of Trustees If to Dr. Pollard: To Dr. Pollard?s home address as listed in College rec0rds at the time notice is given. Q. Severability. Modi?cation. Waivers and Survival. If any portion of this Agreement shall be held to be invalid, inoperative, or unenforceable, then, so far as possible, effect shall be given to the intent manifested by the portion held invalid, inoperative, .or unenforceable, and the remainder of this Agreement not found invalid, inoperative, or unenforceable shall remain in full force and effect. This Agreement may not be amended or modi?ed orally and any modi?cation or amendment must be in writing and signed by Dr. Pollard and the Chair of the Board. Any waiver of any term or condition of this Agreement must be in writing and signed by the Party granting the waiver. No waiver or failure to enforce any or all rights under this Agreement by either Party on any occasion shall constitute a waiver of that Party?s right to assert the same as set forth herein. The terms of this Agreement, including without limitation the Con?dentiality and Intellectual Propelty Sections (K and L) above, shall survive the termination of the Term of Employment at any time and for any reason. R. Governing Law. This Agreement shall be governed and construed, and the rights and obligations of the parties hereto shall be determined, in accordance with the laws of the State of Maryland, excluding its choice of law rules. S. Counterparts. This Agreement may be executed in counterparts, and by the Parties on separate counterparts each of which, when so executed, shall constitute one and the same instrument. T. Complete Agreement. This Agreement constitutes the entire agreement between the Parties and completely supersedes any and all prior agreements or understandings, written or oral, between the Parties pertaining to the matters set forth herein, including without limitation the previous employment agreement entered into by the Parties effective on July 1, 2013 and the Prior Agreement. U. Personal Contract. The obligations and duties of Dr. Pollard hereunder shall be personal and not assignable or delegable in any manner whatsoever. This Agreement shall be binding upon 10 and insure to the bene?t of Dr, Pollard and his/her executors, administrators, heirs, successors, and permitted assigns, and upon the College and its successors and assigns. V. Not Trust Fund. Nothing contained in this Agreement and no action taken pursuant to the provisions of this Agreement shall create or be construed to create a trust of any kind. To the extent that Dr. Pollard acquires a right to receive payments from the College under this Agreement, such rights shall be no greater than the right of any unsecured, general creditor of the College. W. Miscellaneous. The headings in this Agreement are for convenience only and shall not he used in construing or interpreting this Agreement. The terms ?Board of Trustees? and ?College? as used in this Agreement, where applicable or appropriate, shall be deemed to include or refer to any duly authorized board, committee, officer, or employee of said entity. Whenever the context requires, the masculine shall include the feminine and neuter, the singular shall include the plural, and conversely. ll . IN WITNESS WHEREOF, the parties hereto'have executed this Agreement as of the dates indicated below. MONTGOMERY COLLEGE DR. POLLARD Regi vald Felton, Chair, Board 69/99 Date . H792I033 v3 Date