5.1 ERMUSR 06-14-2022 - Laserfiche WebLink

Home Browse Search

commitment, or understanding Employee has with any other person or entity, including, but not limited to, any invention or intellectual property assignment agreement, any noncompete or nonsolicitation agreement, or any agreement to keep in confidence the trade secrets, proprietary, or other confidential information of such person or entity. Employee also represents and warrants that Employee has not brought and will not bring to the Utilities, or use for the benefit of the Utilities, any materials, information, and/or documents of any person or entity that are not generally available to the public or within the Utilities’s trade, unless Employee has obtained written authorization from any such person or entity permitting Employee to retain and use said materials, information, and/or documents. Employee hereby further represents and warrants that Employee’s use (or the Utilities’s use) of any materials, information, and/or documents Employee may bring to the Utilities for use in Employee’s employment will not violate the intellectual property rights of any other person or entity. Employee further agrees to indemnify and hold harmless the Utilities against any expenses, damages, costs, losses, or fees (including legal fees) incurred by Utilities in any suit, claim, or proceeding brought by any third party based on a fact which constitutes a breach of the warranty set forth in this Section 11. 11. Section 409A of the Internal Revenue Code. This Agreement is intended to comply with Section 409A of the Internal Revenue Code or an exemption thereunder and will be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral will be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement will be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment will only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Utilities makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event will the Utilities be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to Employee in connection with Employee’s termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and Employee is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit will not be paid until the first payroll date to occur following the six-month anniversary of the Employee’s effective termination date (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date will be paid to Employee in a lump sum on the Specified Employee Payment Date and thereafter any remaining payments will be paid without delay in accordance with their original schedule. 12. Miscellaneous. 12.1. Governing Law. This Agreement and all matters arising out of or relating to this Agreement will be governed by, construed, and enforced in accordance with the laws of the State 10 48943343v3 150