Indiana, without reference to the choice of law principles or rules thereof. EACH OF THE PARTIES WAIVES ANY RIGHTS THAT IT MAY HAVE TO BRING A CAUSE OF ACTION IN ANY COURT OR IN ANY PROCEEDING INVOLVING A JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
4. Limitation of Benefit. Notwithstanding anything to the contrary in this Agreement, if there are payments to the Executive under this Agreement, the Employment Agreement or any other agreement, plan or arrangement which constitute parachute payments, as defined in Section 280G of the Code, then the payments made to the Executive under all such agreements, plans or arrangements shall be limited to One Dollar ($1.00) less than the amount which would cause the payments to the Executive (including payments to the Executive which are not included in this Agreement) to be subject to the excise tax imposed by Section 4999 of the Code. To the extent such payments must be reduced, the reduction shall be accomplished by reducing the amount of the lump sum payment otherwise due under this Agreement.
5. Return of Property. The Executive agrees that, (a) at a date no later than the Executives last date of employment, he will return to HopFed and/or Heritage Bank all equipment, documents, memoranda, records, files, notes, diskettes, copies, credit cards, keys, computers, computer file passwords, and any other materials and property of HopFed and Heritage Bank, including all Confidential Information in his/her possession or control, whether contained on his/her business, personal or home computer, cellular phone, tablets or other electronic portable device; and (b) that the Executive will not retain or make any copies of the foregoing materials unless otherwise itemized in writing and provided to HopFed for approval. The Executive further agrees that he will not retain any login information or passwords to HopFed or Heritage Banks computers, accounts or systems that would permit him/her to gain access to their computer systems and that he/he will not attempt to gain access to that information or retain any, emails and other information or documents, whether in hard copy or electronic format, including those on his/her personal desktop and laptop computer(s) containing Confidential Information or belonging to HopFed or Heritage Bank, and if he/she later discovers or becomes aware of any hard or electronic record that should have been returned upon the termination of employment, he/she will immediately notify HopFed and Heritage Bank (or its successors and assigns) and follow their instructions for returning and/or deleting the records in his/her possession and will not retain any copies.
For purposes of this Agreement, the term Confidential Information means any and all materials, records, data, documents, lists, writings, and information (whether in writing, printed, electronically stored, computerized, on disk or otherwise, including all copies, summaries, analyses, drafts, and extracts) relating or referring in any manner to trade secrets (as currently defined under applicable law) of HopFed and/or Heritage Bank, as well as other non-public financial or proprietary information of HopFed and/or Heritage Bank, including but not limited to business reports, business plans, projections, income statements, profit and loss statements, business strategies and/or strategic plans, internal audits, sales information, sales techniques, business costs, product pricing, budgets, research and development, intellectual property, software and/or computer programs, marketing strategies or ideas, marketing plans or materials, business development plans or strategies, records or information relating to customers or account holders of Heritage Bank, customer lists, inventions, and processes, systems, methods, documentation or devices used in or pertaining to the business of HopFed and/or Heritage Bank which are unique to the business of or services or products of HopFed or Heritage Bank.
|MUTUAL TERMINATION OF EMPLOYMENT AGREEMENT