Common use of Certain Exceptions Clause in Contracts

Certain Exceptions. Notwithstanding anything in this Agreement to the contrary, nothing contained herein shall prohibit Executive from (i) filing a charge with, reporting possible violations of federal law or regulation to, participating in any investigation by, or cooperating with any governmental agency or entity or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation, (ii) communicating directly with, cooperating with, or providing information (including trade secrets) in confidence to, any federal, state or local government regulator (including, but not limited to, the U.S. Securities and Exchange Commission, the U.S. Commodity Futures Trading Commission, the U.S. National Labor Relations Board or the U.S. Department of Justice) without seeking permission from the Company for the purpose of reporting or investigating a suspected violation of law, or from providing such information to Executive’s attorney or in a sealed complaint or other document filed in a lawsuit or other governmental proceeding, (iii) exercising any rights Executive may have under Section 7 of the U.S. National Labor Relations Act, such as the right to engage in concerted activity, including collective action or discussion concerning wages or working conditions, and/or (iv) discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination based on a protected characteristic or any other conduct that Executive has reason to believe is unlawful. Pursuant to 18 USC Section 1833(b), (x) Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (y) and if Executive files a lawsuit for retaliation by an employer for reporting a suspected violation of law Executive may disclose a trade secret to the attorney of Executive and use the trade secret information in the court proceeding, if Executive (A) files any document containing the trade secret under seal, and (B) does not disclose a trade secret, except pursuant to court order.

Certain Exceptions. (a) Notwithstanding anything in this Agreement to or in any other agreement between the contraryExecutive and the Company, nothing contained herein shall prohibit or in any Company code of conduct, employee manual, confidentiality policy or similar document, the Executive from has the right to: (i) filing a charge with, reporting report possible violations of state or federal law or regulation that have occurred, are occurring, or are about to occur to any governmental agency or entity, or self-regulatory organization; (ii) cooperate voluntarily with, or respond to any inquiry from, or provide testimony before any self-regulatory organization or any other federal, state or local regulatory or law enforcement authority; (iii) make reports or disclosures to law enforcement or a regulatory authority without prior notice to, participating in any investigation byor authorization from, the Company; and (iv) respond truthfully to a valid subpoena. (b) In addition, the Company wants the Executive to be aware that: (i) (A) the Executive has the right to not be retaliated against for reporting, either internally to the Company or cooperating with to any governmental agency or entity or making self-regulatory organization, information which the Executive reasonably believes relates to a possible violation of law, (B) it is a violation of federal law to retaliate against anyone who has reported such potential misconduct either internally or to any governmental agency or entity or self-regulatory organization (retaliatory conduct includes discharge, demotion, suspension, threats, harassment, and any other disclosures that are protected under manner of discrimination in the whistleblower provisions terms and conditions of applicable law employment because of any lawful act the Executive may have performed) and (C) it is unlawful for the Company to retaliate against the Executive for reporting possible misconduct either internally or regulationto any governmental agency or entity, or self-regulatory organization; (ii) communicating directly withnotwithstanding anything contained in this Agreement or otherwise, cooperating withthe Executive may, or providing information to the extent contemplated by paragraph 14 of this Agreement, disclose Confidential Information, including the existence and terms of any confidential agreements between the Executive and the Company (including trade secretsemployment or severance agreements), to any governmental agency or entity or self-regulatory organization; (iii) in confidence to, any the Company cannot require the Executive to withdraw reports or filings alleging possible violations of federal, state or local government regulator law or regulation, and may not offer the Executive any kind of inducement, including payment, to do so; (includingiv) the Executive’s rights and remedies as a whistleblower protected under applicable whistleblower laws, but including a monetary award, if any, may not limited tobe waived by any agreement, policy, form, or condition of employment, including by a predispute arbitration agreement; and (v) even if the U.S. Securities and Exchange Commission, the U.S. Commodity Futures Trading Commission, the U.S. National Labor Relations Board or the U.S. Department of Justice) without seeking permission from the Company for the purpose of reporting or investigating Executive has participated in a suspected possible violation of law, or from providing such information to Executive’s attorney or in a sealed complaint or other document filed in a lawsuit or other governmental proceeding, (iii) exercising any rights the Executive may have under Section 7 of the U.S. National Labor Relations Act, such as the right be eligible to engage in concerted activity, including collective action or discussion concerning wages or working conditions, and/or (iv) discussing or disclosing information about unlawful acts participate in the workplace, such as harassment or discrimination based on a protected characteristic or any other conduct that Executive has reason to believe is unlawful. Pursuant to 18 USC Section 1833(b), (x) Executive will not be held criminally or civilly liable confidentiality and retaliation protections afforded under any federal or state trade secret law for the disclosure of a trade secret that is made: (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorneyapplicable whistleblower laws, and solely for the purpose of reporting or investigating a suspected violation of law; or (B) in a complaint or other document filed in a lawsuit or other proceeding, if may also be eligible to receive an award under such filing is made under seal; and (y) and if Executive files a lawsuit for retaliation by an employer for reporting a suspected violation of law Executive may disclose a trade secret to the attorney of Executive and use the trade secret information in the court proceeding, if Executive (A) files any document containing the trade secret under seal, and (B) does not disclose a trade secret, except pursuant to court orderlaws.

Certain Exceptions. Notwithstanding anything in this Agreement to the contrary, nothing contained herein in this Agreement shall prohibit Executive either party (or either party’s attorney(s)) from (A) (i) filing a charge with, reporting possible violations of federal law or regulation to, participating in any investigation by, or cooperating with the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the U.S. Commodity Futures Trading Commission, the U.S. Department of Justice or any governmental agency other securities regulatory agency, self-regulatory authority or entity federal, state or local regulatory authority (collectively, “Government Agencies”), or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation, (ii) communicating directly with, cooperating with, or providing information (including trade secrets) in confidence to, to any federal, state or local government regulator (including, but not limited to, the U.S. Securities and Exchange Commission, the U.S. Commodity Futures Trading Commission, the U.S. National Labor Relations Board or the U.S. Department of Justice) without seeking permission from the Company Government Agencies for the purpose of reporting or investigating a suspected violation of law, or from providing such information to Executivesuch party’s attorney attorney(s) or in a sealed complaint or other document filed in a lawsuit or other governmental proceeding, and/or (iii) receiving an award for information provided to any Government Agency, in each case, without notifying or seeking permission from the other party, (B) exercising any rights Executive such party may have under Section 7 of the U.S. National Labor Relations Act, such as the right to engage in concerted activity, including collective action or discussion concerning wages or working conditions, and/or or (ivC) discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination based on a protected characteristic or any other conduct that Executive such party has reason to believe is unlawful. Pursuant to 18 USC Section 1833(b), (xi) the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (Ax) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (By) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (yii) and if the Executive files a lawsuit for retaliation by an employer the Company for reporting a suspected violation of law law, the Executive may disclose a the trade secret to the Executive’s attorney of Executive and use the trade secret information in the court proceeding, proceeding if Executive the Executive: (Ax) files any document containing the trade secret under seal, ; and (By) does not disclose a the trade secret, except pursuant to court order. Further, nothing in this Agreement is intended to or shall preclude either party from providing truthful testimony in response to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law. If the Executive is required to provide testimony, then unless otherwise directed or requested by a Government Agency or law enforcement, the Executive shall notify the Company as soon as reasonably practicable after receiving any such request of the anticipated testimony.