Common use of Washington Clause in Contracts

Washington. If Washington law is deemed to apply, the Confidentiality, Non-Solicitation, and Non-Competition Agreement is modified as follows: Paragraph 4: Paragraph 4 will not apply unless and until Employee earns less than $101,390 annually (or the otherwise adjusted equivalent in accordance with the requirements of Washington Noncompete Act (Chapter of Title 49 RCW enacting ESHB 1450 of the 66th Legislature, 2019 Regular Session) (the “Washington Act”)). Employee further agrees that if, at the time Employee signs this Agreement, Employee does not earn from Employer at least $101,390 in Box 1 W-2 annual compensation (or as otherwise adjusted), then the noncompetition restrictions in Paragraph 4 will automatically become enforceable against Employee if and when Employee begins earning at least $101,390 annually (or as otherwise adjusted). Employee also understands that Paragraph 4 will not be enforced against Employee if Employee is laid off, unless Employer pays Employee during the noncompetition period an amount equal to Employee’s base salary as of the Termination Date, less any compensation earned by Employee during the Restricted Period. For purposes of this section, “layoff” means termination of Employee’s employment by Employer for reasons of Employer’s insolvency or other purely economic factors, and specifically excludes termination of Employee’s employment for any other reason, either with or without cause. Paragraph 5: The restrictions in Paragraph 5(a)(i) shall not apply. The restrictions in Paragraph 5(b)(ii) shall not apply.

Washington. If Washington law is deemed to applyapplies, then the Confidentiality, Non-Solicitation, and Non-Competition Agreement is modified as followsfollowing applies: Paragraph 4: (a) the noncompetition obligations in Paragraph 4 will not apply be enforced against Employee if Employee is laid off unless the Company agrees to pay Employee, at the time of layoff, the payments required by the Washington Act to keep Paragraph 4 in effect. For purposes of this section, “layoff” means termination of Employee’s employment by UA for reasons of UA’s insolvency or other purely economic factors, and specifically excludes termination of Employee’s employment for any other reason, either with or without cause; (b) the noncompetition obligations in Paragraph 4 will not be or become enforceable against Employee unless or until Employee earns less more than $101,390 annually (annually, or the otherwise adjusted equivalent in accordance with the requirements of Washington Noncompete Act (Chapter of Title 49 RCW enacting ESHB 1450 of the 66th Legislature, 2019 Regular Session) (the “Washington Act”)). Employee further agrees that if, at the time Employee signs this Agreement, Employee does not earn from Employer at least $101,390 in Box 1 W-2 annual compensation (or as otherwise adjusted), then the noncompetition restrictions obligations in Paragraph 4 will automatically become enforceable against Employee if and when Employee begins earning at least $101,390 annually (or as otherwise adjusted); (c) Paragraph 14 shall not apply; (d) Paragraph 5(c) is modified to only prohibit solicitation of any employee to leave employment with the Company; (e) Paragraphs 5(a), 5(b), and 5(c) are modified to only prohibit solicitation of any Customer or Supplier to cease or reduce the extent to which it is doing business with the Company; in accordance with the definition of an enforceable “non-solicitation agreement” under the Washington Act; and (f) the invention assignment obligations in this Agreement shall be modified so as to comply with Wash. Rev. Code, Title 49 RCW: Labor Regs, Chptr 49.44.140 (the “Washington Inventions Act”) and will not require the assignment of Employee’s rights in an invention for which no equipment, supplies, facility, or trade secret information of the Company was used and which was developed entirely on Employee’s own time, unless (a) the invention relates (i) directly to the business of the Company, or (ii) to the Company’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by Employee for the Company. This notice satisfies § (3) of the Washington Inventions Act. Employee also understands further acknowledges that Paragraph 4 will not be enforced against Employee if Employee is laid offa new employee, unless Employer pays Employee during the noncompetition period an amount equal to Employee’s base salary as has had advance notice of the Termination Date, less any compensation earned terms of this Agreement prior to accepting UA’s offer of employment. Employee understands that UA is relying upon the truth of these representations by Employee during in entering into the Restricted Period. For purposes of this section, “layoff” means termination of noncompete obligations with Employee’s employment by Employer for reasons of Employer’s insolvency or other purely economic factors, and specifically excludes termination of Employee’s employment for Employee agrees not to assert any other reason, either with claim or without cause. Paragraph 5: The restrictions in Paragraph 5(a)(i) shall not apply. The restrictions in Paragraph 5(b)(ii) shall not applydefense contrary to these representations.

Washington. If Washington law applies to this Agreement or Employee is deemed to apply, the Confidentiality, Nona Washington-Solicitation, and Non-Competition Agreement is modified as follows: Paragraph 4: Paragraph 4 will not apply unless and until Employee earns less than $101,390 annually (or the otherwise adjusted equivalent in accordance with the requirements of Washington Noncompete Act (Chapter of Title 49 RCW enacting ESHB 1450 of the 66th Legislature, 2019 Regular Session) (the “Washington Act”)). Employee further agrees that if, at the time Employee signs this Agreement, Employee does not earn from Employer at least $101,390 in Box 1 W-2 annual compensation (or as otherwise adjusted)based employee, then the noncompetition restrictions following applies: (a) the noncompete obligations in Paragraph 4 will automatically become enforceable against Employee if and when Employee begins earning at least $101,390 annually (or as otherwise adjusted). Employee also understands that Paragraph 4 will not be enforced against Employee after the Termination Date if Employee is laid offsubject to a “layoff” unless UA agrees to pay Employee, unless Employer pays Employee during at the noncompetition period an amount equal time of layoff, the payments required by the Washington Act to Employee’s base salary as of the Termination Date, less any compensation earned by Employee during the Restricted Periodkeep Paragraph 4 in effect. For purposes of this section, “layoff” means termination of Employee’s employment by Employer UA for reasons of EmployerUA’s insolvency or other purely economic factors, and specifically excludes termination of Employee’s employment for any other reason, either with or without cause. Paragraph 5: The restrictions ; (b) the noncompete obligations in Paragraph 5(a)(i4 will not be or become enforceable against Employee after the Termination Date unless or until Employee earns more than $120,559.99 annually, or the otherwise adjusted equivalent in accordance with the requirements of Washington Noncompete Act (Chapter 49.62 RCW) shall (the “Washington Act”). Employee further agrees that if, at the time Employee signs this Agreement, Employee does not apply. The restrictions earn at least $120,559.99 in Box 1 W-2 annual compensation (or as otherwise adjusted), then the noncompete obligations in Paragraph 5(b)(ii4 will automatically become enforceable against Employee if and when Employee begins earning at least $120,559.99 annually (or as otherwise adjusted); (c) shall Paragraph 5(c) is modified to only prohibit solicitation of an Employee to leave employment with the Company; (d) Paragraphs 5(a) and 5(b) are modified to only prohibit solicitation of any Customer or Supplier to cease or reduce the extent to which it is doing business with the Company; in accordance with the definition of an enforceable “nonsolicitation agreement” under the Washington Act; (e) the nonsolicitation obligations in Paragraphs 5(a) and 5(b) will not apply.apply to Prospective Customers or Prospective Suppliers; (f) the definition of “Customer” will be modified so that it only includes Customers that are active with the Company; (g) the definition of “Supplier” will be modified so that it only includes Customers that are active with the Company; (h) nothing in this Agreement prohibits Employee from disclosing or discussing conduct Employee reasonably believes to be illegal discrimination, illegal harassment, illegal retaliation, a wage and hour violation, or sexual assault, or that is recognized as against a clear mandate of public policy, or the existence of a settlement involving any such event or conduct; and (i) the invention assignment obligations in this Agreement will be modified so as to comply with Wash. Rev. Code, Title 49 RCW: Labor Regs, Chptr 49.44.140 (the