5.1 ERMUSR 06-14-2022 - Laserfiche WebLink

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(e) Sick Leave Conversion. Sick leave shall be subject to limited conversion under the Health Care Savings Plan policy found in the Employee Handbook. Pursuant to such policy, Employee will have 50% of unused sick leave, up to a maximum of 120 days, converted into cash and deposited into his/her Post Employment Health Care Savings account. If the Utilities terminates the Employee for Cause, as defined below, then the Utilities shall not be obligated to provide Employee the Severance Benefits. The Utilities and the Employee may mutually agree to terminate the Employee’s employment without Cause or Good Reason and in such circumstances the Utilities shall provide the Employee the Severance Benefits unless the parties agree otherwise. The form to be provided Employee for release of claims as stated above include adequate provisions for at least the following: (i) Employee’s general release of any and all legal claims against the Utilities and all affiliated entities and persons; (ii) Employee’s return of all of the Utilities’s property and data; (iii) nondisparagement of the Utilities and any affiliated entities and persons; (iv) confidentiality of separation terms; and (v) acknowledgement of Employee’s continuing contractual obligations to the Utilities, including Employee’s continuing noncompetition, confidentiality, and invention obligations under Sections 7, 8, and 9 of this Agreement. Any Severance Benefits due to Employee under this Section will, at the election of the Utilities, be provided to Employee within two and one-half months following the end of the taxable year in which Employee’s employment terminates, or no later than the end of the second taxable year following the year of Employee’s termination, in such a manner as to qualify for an exemption under Section 409A of the Internal Revenue Code of 1986, as amended, and regulations issued thereunder. 7. Inventions. 7.1. Definition. The term “Inventions” as used herein will mean all concepts (including business opportunities), discoveries, improvements, products, inventions, and works of authorship (including literary, pictorial, sculptural, graphic, audio or visual works), whether published or unpublished, whether patentable or unpatentable, in whatever form, that are made, conceived, generated, or first reduced to writing, drawing, or practice solely by the Employee or jointly by the Employee with others, during or after working hours, during Employee’s employment by the Utilities and for a period of one (1) year after Employee’s employment with the Utilities ends, regardless of the reason for such separation of employment, and relating to, or arising out of any developments or products of, or pertaining to the business of the Utilities, its divisions or its subsidiaries (companies in which the Utilities owns more than 10% of the voting equity). 7.2. Obligation to Disclose and Assign. Employee agrees to promptly disclose to the Utilities or its designee any and all Inventions that relate to the business of the Utilities and such Inventions will be the absolute property of the Utilities. Upon request by the Utilities or its designee and at the Utilities’s expense, and without additional compensation to the Employee, the 7 48943343v3 147