Common use of Confidentiality and Non-Disparagement Clause in Contracts

Confidentiality and Non-Disparagement. You agree that the existence, terms and provisions of this Agreement are strictly confidential, and that You shall not disclose them to any person or entity, other than to your immediate family, your attorney, and your professional accountant, or licensed financial advisors. You shall be required to advise your immediate family, your attorney, and your professional accountant, or licensed financial advisors that any information that You provide to them regarding this Agreement or your employment with the Company is subject to strict confidentiality provisions. You shall be responsible for a breach of the confidentiality and non-disparagement provisions of this Agreement by any person to whom You have disclosed the terms of this Agreement as if You yourself had breached said terms. You agree that any information that You learned regarding the business and operations of the Company during your employment are strictly confidential. You agree that if You breach this Confidentiality provision that You will immediately reimburse to the Company any and all wages, monies and benefits that You received from the date of your execution of this Agreement and that the Company will have no further payment obligations to You. You agree that You will remain bound by all of the terms and conditions of this Agreement. The Company agrees and represents that its Officers will not defame You either orally or in writing. This provision does not apply to testimony, answers or responses compelled, demanded, requested or required: (1) by the Securities and Exchange Commission (hereafter “SEC”), the Financial Regulatory Authority (hereafter “FINRA”) or other securities regulatory or self-regulatory agencies or authorities or their staff; or (2) by applicable law, rule, regulation or legal process or procedure. The Company and its employees, Officers and Directors shall provide to its auditors and regulatory or governmental agencies or authorities any information requested or required by such entities and the provision of such information shall not constitute a breach of any duty of the Company under this Agreement and shall not constitute the basis for any action against the Company or the Releasees. The Company and its employees, Officers and Directors may at all times respond to any inquiry from any source that You resigned and that a confidentiality agreement exists and the provision of such information shall not constitute a breach of any duty of the Company under this Agreement and shall not constitute the basis for any action against the Company or the Releasees. The terms of this Agreement shall be disclosed by the Company in a Form 8-K and will be filed as an attachment to a Form 10-K. Notwithstanding anything to the contrary contained herein, nothing contained herein prohibits or restricts You from communicating with, or assisting the investigations of the Securities and Exchange Commission (hereafter “SEC”), the Financial Regulatory Authority (hereafter “FINRA”) or other securities regulatory or self-regulatory agencies or authorities or their staff regarding possible securities laws violations without notice (prior or otherwise) to the Company or from Your receipt of awards for Your provision of information or assistance with investigations. You agree that You have had access to confidential, proprietary and trade secret information about the Company, its employees, customers and clients, which derives economic value from not being otherwise known to the general public (hereafter “Confidential Information and Trade Secrets”) and that Confidential Information and Trade Secrets provide a competitive advantage to the Company specifically because they would be valuable to a competitor if disclosed. You acknowledge and agree that the improper use or disclosure of the Company’s Confidential Information and Trade Secrets would cause immediate and irreparable damage to the Company’s business. You agree that You shall not directly or indirectly, alone or in concert with or on behalf of others, use, publish or otherwise disclose any aspect of the Company’s Confidential Information and Trade Secrets to any person or entity outside the Company except pursuant to formal legal process in the form of a “so ordered” subpoena or other Order of a Court. If You are served with formal legal process or a Court Order that requests or demands disclosure of any information of any nature regarding the Company You must immediately and within one business day of your receipt of said legal process or Court Order notify the Company and its counsel. Notice to be sent by overnight mail via nationally recognized courier to GTJ REIT, Inc., 00 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxxxxxxx, XX 00000 and to Xxxx X. Xxxxxxxx and Associates, 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 and by facsimile to 000-000-0000. To the extent that You are unaware or unsure of whether certain information constitutes Confidential Information and Trade Secrets, You agree to consult with Xxxx Xxxxxxxx at 212-242-7480 before utilizing the information. You agree and represent that You will not defame or disparage the Company, its employees, shareholders, board members, officers or directors to any third party, either orally or in writing. You further agree to refrain from directly or indirectly engaging in any publicity or communications, including written, oral and electronic communication of any kind, or any other activity which reflects negatively or adversely upon the Company, its business, its employees, shareholders, board members, officers or directors, whether or not You believe the content of the publicity or communication to be true or whether or not it is, in fact true. This provision does not apply to truthful testimony compelled by applicable law or legal process provided that notice of the demand for such truthful testimony is immediately and within one business day of receipt sent by overnight mail via nationally recognized courier to GTJ REIT, Inc., 00 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxxxxxxx, XX 00000 and to Xxxx X. Xxxxxxxx and Associates, 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 and by facsimile to 000-000-0000. You agree that each of the provisions contained within Section 10 are material terms of this Agreement and that if You breach any provision of this Section 10 that You will immediately reimburse to the Company any and all wages, monies and benefits that You received from the date of your execution of this Agreement and that the Company will have no further payment obligations to You. You agree that You will remain bound by all of the terms and conditions of this Agreement.

Confidentiality and Non-Disparagement. You I understand that this Agreement is confidential, and I agree that I have not, may not, and will not disclose the existence, existence or terms and provisions of this Agreement are strictly confidential, and that You shall not disclose them (including any amounts paid in consideration of this Agreement) to any person or entitythird party; provided, other than to your immediate familyhowever, your attorney, that the terms and your professional accountant, or licensed financial advisors. You shall be required to advise your immediate family, your attorney, and your professional accountant, or licensed financial advisors that any information that You provide to them regarding this Agreement or your employment with the Company is subject to strict confidentiality provisions. You shall be responsible for a breach of the confidentiality and non-disparagement provisions existence of this Agreement may be disclosed as required by any person law upon advice of counsel to whom You have disclosed CST. I understand I may disclose the terms of this Agreement as if You yourself had breached said termsto my spouse, personal attorney, accountant, or tax advisor, provided I instruct such person that the information is confidential and not to be disclosed. You agree that any information that You learned regarding the business and operations of the Company during your employment are strictly confidential. You agree that if You breach this Confidentiality provision that You will immediately reimburse Subject to the Company any foregoing, this confidentiality provision applies to and expressly prohibits all wages, monies and benefits that You received from the date of your execution of this Agreement and that the Company will have no further payment obligations to You. You agree that You will remain bound by all of the terms and conditions of this Agreement. The Company agrees and represents that its Officers will not defame You either orally or in writing. This provision does not apply to testimony, answers or responses compelled, demanded, requested or required: (1) by the Securities and Exchange Commission (hereafter “SEC”), the Financial Regulatory Authority (hereafter “FINRA”) or other securities regulatory or self-regulatory agencies or authorities or their staff; or (2) by applicable law, rule, regulation or legal process or procedure. The Company and its employees, Officers and Directors shall provide to its auditors and regulatory or governmental agencies or authorities any information requested or required by such entities and the provision of such information shall not constitute a breach of any duty of the Company under this Agreement and shall not constitute the basis for any action against the Company or the Releasees. The Company and its employees, Officers and Directors may at all times respond to any inquiry from any source that You resigned and that a confidentiality agreement exists and the provision of such information shall not constitute a breach of any duty of the Company under this Agreement and shall not constitute the basis for any action against the Company or the Releasees. The terms of this Agreement shall be disclosed by the Company in a Form 8-K and will be filed as an attachment to a Form 10-K. Notwithstanding anything to the contrary contained herein, nothing contained herein prohibits or restricts You from communicating with, or assisting the investigations of the Securities and Exchange Commission (hereafter “SEC”), the Financial Regulatory Authority (hereafter “FINRA”) or other securities regulatory or self-regulatory agencies or authorities or their staff regarding possible securities laws violations without notice (prior or otherwise) to the Company or from Your receipt of awards for Your provision of information or assistance with investigations. You agree that You have had access to confidential, proprietary and trade secret information about the Company, its employees, customers and clients, which derives economic value from not being otherwise known to the general public (hereafter “Confidential Information and Trade Secrets”) and that Confidential Information and Trade Secrets provide a competitive advantage to the Company specifically because they would be valuable to a competitor if disclosed. You acknowledge and agree that the improper use or disclosure of the Company’s Confidential Information and Trade Secrets would cause immediate and irreparable damage to the Company’s business. You agree that You shall not directly or indirectly, alone or in concert with or on behalf of others, use, publish or otherwise disclose any aspect of the Company’s Confidential Information and Trade Secrets communications to any person or entity outside including, without limitation, communications to any present, former, or future Company employees. I also agree not to, directly or indirectly, engage in communications or conduct that disparages the Company or any of it officers, directors, representatives, or employees or make any negative statements about the business, products, employees, or employment/compensation/benefit practices of the Company. In addition, I agree not to help, encourage, or voluntarily participate in asserting or filing of any claims or suits related to the employment, or separation thereof, of any individual from the Company, except pursuant as required by law. I agree that the Company shall be entitled to formal legal process in the form of a “so ordered” subpoena injunctive or other Order equitable relief enjoining and restraining any actual or threatened breaches of a Courtthe provisions of this Section. Nothing herein, however, shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including but not limited to, the recovery of damages (both actual and punitive) from me. If You are served with formal legal process or a Court Order that requests or demands disclosure of any information of any nature regarding the Company You must immediately is asked to provide a prospective employer a reference regarding my employment with the Company, I will direct that employer to the Company’s employment verification line for verification of the dates of employment and within one position(s) held. If the Company is contacted by any prospective employer, the Company will confirm dates of employment and position(s) held. 8. COOPERATION I understand that I have material knowledge of various existing matters, or matters that may arise in future, arising out of or related to the Company’s business day of your receipt of said legal process or Court Order notify operations, and that the Company may require my assistance in order to address, respond to, resolve, or defend against such matters. I agree to cooperate with the Company and its counselaffiliated entities and their respective counsel in the handling or defense of such matters and any related legal or other proceedings until such matters are fully and finally resolved. Notice Such cooperation shall include, but is not limited to, providing information to be sent by overnight mail via nationally recognized courier to GTJ REIT, Inc., 00 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxxxxxxx, XX 00000 and to Xxxx X. Xxxxxxxx and Associates, 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 and by facsimile to 000-000-0000. To the extent that You are unaware or unsure of whether certain information constitutes Confidential Information and Trade Secrets, You agree to consult with Xxxx Xxxxxxxx at 212-242-7480 before utilizing the information. You agree and represent that You will not defame or disparage counsel for the Company, its employeesassistance in locating and/or reviewing relevant documents, shareholdersparticipating in interviews, board membersand providing testimony in deposition or in court. Except as may be required by law, officers I agree to communicate with any party adverse to the Company, or directors to with a representative, agent or legal counsel for any third such party, either orally concerning any such pending or future claims or litigation or administrative hearing solely through legal counsel for the Company. This requirement is not intended to and does not preclude me from giving testimony or providing information as a witness in writinga judicial, administrative, or grievance proceeding or restrict my communications with my attorney or spouse. You further I agree to refrain from promptly advise the Company if I receive a request, order, or notice seeking to obtain my testimony or seeking information in connection with any proceeding or potential proceeding involving the Company. The Company agrees to reimburse me for any reasonable costs actually incurred by me as a result of any travel or other expenses relating to my cooperation with the Company under this Section so long as appropriate documentation is provided. Any expenses for which reimbursement is to be requested will be approved in advance by an appropriate representative of the Company before they are incurred. 9. PROPRIETARY INFORMATION AND TRADE SECRETS I re-affirm Section 8 of the Separation Agreement and agree that during the course of employment, CST provided me with confidential, proprietary, and trade secret information of the Company (“Confidential Information”). Such Confidential Information includes, but is not limited to, all non-public and/or proprietary information regarding Company’s business strategies and practices, sales and marketing strategies and practices, methods of operation, pricing information, cost information, hiring and training methods, investment policies, business manuals, Company financial information, Company contracts and/or forms and any other confidential, proprietary and/or trade secret information concerning Employer, which if misused or disclosed, could adversely affect the business of the Company. I agree I will keep in strict confidence and will not directly or indirectly engaging in disclose or use any publicity Confidential Information of the Company unless required by law or communications, including written, oral court order. I acknowledge and electronic communication of any kind, or any other activity which reflects negatively or adversely upon agree the duties and obligations under this Section will continue for as long as such Confidential Information remains confidential to the Company, its business, its employees, shareholders, board members, officers or directors, whether or not You believe the content of the publicity or communication to be true or whether or not it is, in fact true. This provision does not apply to truthful testimony compelled by applicable law or legal process provided that notice of the demand for such truthful testimony is immediately I further acknowledge and within one business day of receipt sent by overnight mail via nationally recognized courier to GTJ REIT, Inc., 00 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxxxxxxx, XX 00000 and to Xxxx X. Xxxxxxxx and Associates, 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 and by facsimile to 000-000-0000. You agree that each of the provisions contained within Section 10 are material terms of this Agreement and that if You any breach any provision of this Section 10 that You will immediately reimburse to would be a material breach of this Agreement, and any violation of this provision shall entitle the Company to appropriate relief, including injunctive relief and an award of actual damages. 10. NON-SOLICITATION, NON-INTERFERENCE AND NON-COMPETE I re-affirm Section 8 of the Separation Agreement and agree that for the period of twelve (12) months following my Termination Date, I will not: (a) entice or encourage any employee of Company to terminate his or her employment with Company; and (b) compete with Company, on my own behalf, on behalf of any other person, or as an officer, director, agency representative, employee or shareholder of any other entity competitive with Company in Bexar County and all wages, monies and benefits that You received from any adjacent counties as well as any other geographic areas in which Company conducts business as of the date of your execution my termination of this Agreement and that the Company will have no further payment obligations to You. You agree that You will remain bound by all of the terms and conditions of this Agreementemployment.

Confidentiality and Non-Disparagement. You I understand that this Agreement is confidential, and I agree that I have not, may not, and will not disclose the existence, existence or terms and provisions of this Agreement are strictly confidential, and that You shall not disclose them (including any amounts paid in consideration of this Agreement) to any person or entitythird party; provided, other than to your immediate familyhowever, your attorney, that the terms and your professional accountant, or licensed financial advisors. You shall be required to advise your immediate family, your attorney, and your professional accountant, or licensed financial advisors that any information that You provide to them regarding this Agreement or your employment with the Company is subject to strict confidentiality provisions. You shall be responsible for a breach of the confidentiality and non-disparagement provisions existence of this Agreement may be disclosed as required by any person law upon advice of counsel to whom You have disclosed CST. I understand I may disclose the terms of this Agreement as if You yourself had breached said termsto my spouse, personal attorney, accountant, or tax advisor, provided I instruct such person that the information is confidential and not to be disclosed. You agree that any information that You learned regarding the business and operations of the Company during your employment are strictly confidential. You agree that if You breach this Confidentiality provision that You will immediately reimburse Subject to the Company any foregoing, this confidentiality provision applies to and expressly prohibits all wages, monies and benefits that You received from the date of your execution of this Agreement and that the Company will have no further payment obligations to You. You agree that You will remain bound by all of the terms and conditions of this Agreement. The Company agrees and represents that its Officers will not defame You either orally or in writing. This provision does not apply to testimony, answers or responses compelled, demanded, requested or required: (1) by the Securities and Exchange Commission (hereafter “SEC”), the Financial Regulatory Authority (hereafter “FINRA”) or other securities regulatory or self-regulatory agencies or authorities or their staff; or (2) by applicable law, rule, regulation or legal process or procedure. The Company and its employees, Officers and Directors shall provide to its auditors and regulatory or governmental agencies or authorities any information requested or required by such entities and the provision of such information shall not constitute a breach of any duty of the Company under this Agreement and shall not constitute the basis for any action against the Company or the Releasees. The Company and its employees, Officers and Directors may at all times respond to any inquiry from any source that You resigned and that a confidentiality agreement exists and the provision of such information shall not constitute a breach of any duty of the Company under this Agreement and shall not constitute the basis for any action against the Company or the Releasees. The terms of this Agreement shall be disclosed by the Company in a Form 8-K and will be filed as an attachment to a Form 10-K. Notwithstanding anything to the contrary contained herein, nothing contained herein prohibits or restricts You from communicating with, or assisting the investigations of the Securities and Exchange Commission (hereafter “SEC”), the Financial Regulatory Authority (hereafter “FINRA”) or other securities regulatory or self-regulatory agencies or authorities or their staff regarding possible securities laws violations without notice (prior or otherwise) to the Company or from Your receipt of awards for Your provision of information or assistance with investigations. You agree that You have had access to confidential, proprietary and trade secret information about the Company, its employees, customers and clients, which derives economic value from not being otherwise known to the general public (hereafter “Confidential Information and Trade Secrets”) and that Confidential Information and Trade Secrets provide a competitive advantage to the Company specifically because they would be valuable to a competitor if disclosed. You acknowledge and agree that the improper use or disclosure of the Company’s Confidential Information and Trade Secrets would cause immediate and irreparable damage to the Company’s business. You agree that You shall not directly or indirectly, alone or in concert with or on behalf of others, use, publish or otherwise disclose any aspect of the Company’s Confidential Information and Trade Secrets communications to any person or entity outside including, without limitation, communications to any present, former, or future Company employees. I also agree not to, directly or indirectly, engage in communications or conduct that disparages the Company except pursuant or any of it officers, directors, representatives, or employees or make any negative statements about the business, products, employees, or employment/compensation/benefit practices of the Company. In addition, I agree not to formal legal process help, encourage, or voluntarily participate in the form of a “so ordered” subpoena asserting or other Order of a Court. If You are served with formal legal process or a Court Order that requests or demands disclosure filing of any information claims or suits related to the employment, or separation thereof, of any nature regarding the Company You must immediately and within one business day of your receipt of said legal process or Court Order notify the Company and its counsel. Notice to be sent by overnight mail via nationally recognized courier to GTJ REIT, Inc., 00 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxxxxxxx, XX 00000 and to Xxxx X. Xxxxxxxx and Associates, 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 and by facsimile to 000-000-0000. To the extent that You are unaware or unsure of whether certain information constitutes Confidential Information and Trade Secrets, You agree to consult with Xxxx Xxxxxxxx at 212-242-7480 before utilizing the information. You agree and represent that You will not defame or disparage individual from the Company, its employeesexcept as required by law. I agree that the Company shall be entitled to injunctive or other equitable relief enjoining and restraining any actual or threatened breaches of the provisions of this Section. Nothing herein, shareholdershowever, board members, officers shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or directors to any third party, either orally or in writing. You further agree to refrain from directly or indirectly engaging in any publicity or communicationsthreatened breach, including writtenbut not limited to, oral the recovery of damages (both actual and electronic communication of any kind, or any other activity which reflects negatively or adversely upon punitive) from me. If the Company is asked to provide a prospective employer a reference regarding my employment with the Company, its business, its employees, shareholders, board members, officers or directors, whether or not You believe I will direct that employer to the content Company’s employment verification line for verification of the publicity or communication to be true or whether or not it is, in fact truedates of employment and position(s) held. This provision does not apply to truthful testimony compelled by applicable law or legal process provided that notice of the demand for such truthful testimony is immediately and within one business day of receipt sent by overnight mail via nationally recognized courier to GTJ REIT, Inc., 00 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxxxxxxx, XX 00000 and to Xxxx X. Xxxxxxxx and Associates, 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 and by facsimile to 000-000-0000. You agree that each of the provisions contained within Section 10 are material terms of this Agreement and that if You breach any provision of this Section 10 that You will immediately reimburse to If the Company is contacted by any and all wagesprospective employer, monies and benefits that You received from the date of your execution of this Agreement and that the Company will have no further payment obligations to You. You agree that You will remain bound by all confirm dates of the terms employment and conditions of this Agreementposition(s) held.

Confidentiality and Non-Disparagement. You agree that (a) Employee agrees not to disclose any information regarding the existence, terms and provisions existence or substance of this Agreement are strictly confidentialSeverance Agreement, except to Employee’s tax advisor, Employee’s attorney with whom Employee chooses to consult regarding Employee’s consideration of this Severance Agreement, and any post-employment employer, partner or client to the extent reasonably required for bona fide business purposes. Employee agrees not to say or do anything intended to be, or that You shall not disclose them would reasonably be viewed as being, disparaging or demeaning Colt, any of the other Released Entities, and any current or former shareholder, unit holder, director, officer, employee, accountant, insurer, agent or attorney of Colt or of any of the other Released Entities. In the event of Employee’s material breach of any obligation in Paragraphs 10 through13of this Severance Agreement, in addition to any person remedies Colt and the other Released Entities and any of their current or entityformer shareholders, other than unit holders, members, directors, officers, employees, consultants, accountants, insurers, agents or attorneys may have under the law, Colt may, without further obligation to your immediate familyEmployee, your attorneydiscontinue any payment to which Employee would otherwise be entitled under this Severance Agreement, and your professional Employee will pay the attorneys’ fees and other expenses incurred by Colt and/or the other Released Entities and/or any current or former shareholder, member, unit holder, member, director, officer, employee, accountant, consultant, insurer, agent or licensed financial advisors. You shall be required to advise your immediate family, your attorney, attorney thereof in establishing that breach and your professional accountant, or licensed financial advisors that any information that You provide to them regarding this Agreement or your employment with the Company is subject to strict confidentiality provisions. You shall be responsible for a breach of the confidentiality and non-disparagement provisions of this Agreement by any person to whom You have disclosed in otherwise enforcing the terms of this Agreement as if You yourself had breached said terms. You agree that Severance Agreement. (b) Colt agrees not to disclose any information that You learned regarding the business and operations of the Company during your employment are strictly confidential. You agree that if You breach this Confidentiality provision that You will immediately reimburse to the Company any and all wages, monies and benefits that You received from the date of your execution existence or substance of this Severance Agreement, except to its legal, financial and accounting advisors, its auditors, as legally required, or as required in connection with any actual or prospective financing relationship or transaction or sale transaction. Colt agrees that neither it nor any director or officer will say or do anything intended to be, or that would reasonably be viewed as being, disparaging or demeaning to Employee. In the event of Colt’s failure to pay Severance in accordance with this Agreement and that after five business days notice to remedy such failure, in addition to any remedies Employee may have under the Company will have no further payment obligations to You. You agree that You will remain bound by all of the terms and conditions of this Agreement. The Company agrees and represents that its Officers will not defame You either orally or in writing. This provision does not apply to testimony, answers or responses compelled, demanded, requested or required: (1) by the Securities and Exchange Commission (hereafter “SEC”), the Financial Regulatory Authority (hereafter “FINRA”) or other securities regulatory or self-regulatory agencies or authorities or their staff; or (2) by applicable law, rule(i) Employee may, regulation or legal process or procedure. The Company and its employeeswithout further obligation to Colt, Officers and Directors shall provide to its auditors and regulatory or governmental agencies or authorities any information requested or required by such entities and discontinue the provision of such information shall not constitute a breach of any duty of the Company under this Agreement and shall not constitute the basis for any action against the Company transition assistance or the Releasees. The Company and its employees, Officers and Directors may at all times respond other services to any inquiry from any source that You resigned and that a confidentiality agreement exists Colt and the provision of such information shall not constitute a new General Counsel under Paragraphs 2 and 9, and (ii) the restrictions set forth in Paragraph 12 will cease to operate. Colt will pay the attorneys’ fees and other expenses incurred by Employee in establishing Employer’s breach of any duty of and in otherwise enforcing the Company under this Agreement and shall not constitute the basis for any action against the Company or the Releasees. The terms of this Agreement shall be disclosed by the Company in a Form 8-K and will be filed as an attachment to a Form 10-K. Notwithstanding anything to the contrary contained herein, nothing contained herein prohibits or restricts You from communicating with, or assisting the investigations of the Securities and Exchange Commission (hereafter “SEC”), the Financial Regulatory Authority (hereafter “FINRA”) or other securities regulatory or self-regulatory agencies or authorities or their staff regarding possible securities laws violations without notice (prior or otherwise) to the Company or from Your receipt of awards for Your provision of information or assistance with investigations. You agree that You have had access to confidential, proprietary and trade secret information about the Company, its employees, customers and clients, which derives economic value from not being otherwise known to the general public (hereafter “Confidential Information and Trade Secrets”) and that Confidential Information and Trade Secrets provide a competitive advantage to the Company specifically because they would be valuable to a competitor if disclosed. You acknowledge and agree that the improper use or disclosure of the Company’s Confidential Information and Trade Secrets would cause immediate and irreparable damage to the Company’s business. You agree that You shall not directly or indirectly, alone or in concert with or on behalf of others, use, publish or otherwise disclose any aspect of the Company’s Confidential Information and Trade Secrets to any person or entity outside the Company except pursuant to formal legal process in the form of a “so ordered” subpoena or other Order of a Court. If You are served with formal legal process or a Court Order that requests or demands disclosure of any information of any nature regarding the Company You must immediately and within one business day of your receipt of said legal process or Court Order notify the Company and its counsel. Notice to be sent by overnight mail via nationally recognized courier to GTJ REIT, Inc., 00 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxxxxxxx, XX 00000 and to Xxxx X. Xxxxxxxx and Associates, 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 and by facsimile to 000-000-0000. To the extent that You are unaware or unsure of whether certain information constitutes Confidential Information and Trade Secrets, You agree to consult with Xxxx Xxxxxxxx at 212-242-7480 before utilizing the information. You agree and represent that You will not defame or disparage the Company, its employees, shareholders, board members, officers or directors to any third party, either orally or in writing. You further agree to refrain from directly or indirectly engaging in any publicity or communications, including written, oral and electronic communication of any kind, or any other activity which reflects negatively or adversely upon the Company, its business, its employees, shareholders, board members, officers or directors, whether or not You believe the content of the publicity or communication to be true or whether or not it is, in fact true. This provision does not apply to truthful testimony compelled by applicable law or legal process provided that notice of the demand for such truthful testimony is immediately and within one business day of receipt sent by overnight mail via nationally recognized courier to GTJ REIT, Inc., 00 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxxxxxxx, XX 00000 and to Xxxx X. Xxxxxxxx and Associates, 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 and by facsimile to 000-000-0000. You agree that each of the provisions contained within Section 10 are material terms of this Agreement and that if You breach any provision of this Section 10 that You will immediately reimburse to the Company any and all wages, monies and benefits that You received from the date of your execution of this Agreement and that the Company will have no further payment obligations to You. You agree that You will remain bound by all of the terms and conditions of this Severance Agreement.

Confidentiality and Non-Disparagement. You agree that Employee understands this Agreement is confidential, and agrees she has not, may not, and will not disclose the existence, existence or terms and provisions of this Agreement are strictly confidential, and that You shall not disclose them (including any amounts paid in consideration of this Agreement) to any person or entitythird party, other than to your immediate family, your attorney, and your professional accountant, or licensed financial advisors. You shall be required to advise your immediate family, your attorney, and your professional accountant, or licensed financial advisors except that any information that You provide to them regarding this Agreement or your employment with the Company is subject to strict confidentiality provisions. You shall be responsible for a breach of the confidentiality and non-disparagement provisions of this Agreement by any person to whom You have disclosed Employee may disclose the terms of this Agreement as if You yourself had breached said termsto Employee’s spouse, personal attorney, accountant, wealth management advisor, and tax advisor, provided Employee instructs such person that the information is confidential and not to be disclosed. You Employee and the Company agree not to, directly or indirectly, engage in communications or conduct that any information that You learned regarding disparages the business and operations other (including disparagement by Employee of the Company during your employment are strictly confidential. You agree that if You breach this Confidentiality provision that You will immediately reimburse Company’s officers, directors, representatives, or employees to the extent that such statement refers to such individual’s work for or association with the Company). Employee and the Company further agree not to make any and all wagesnegative statements about the business, monies and benefits products, employees, work performance or employment/compensation /benefit practices of the other. Nothing in this Agreement shall be construed to prevent Employee from filing a Charge of Discrimination with the Equal Employment Opportunity Commission or other federal, state or local agency, or from participating in any manner in an investigation or proceeding with the Equal Employment Opportunity Commission or other federal, state or local agency, although Employee agrees that You received Employee is not entitled to recover any damages, costs, fees or other personal relief from the date of your execution of Company in any such proceeding. Further, Employee understands nothing in this Agreement and that prohibits Employee from reporting possible violations of federal, state or local law or regulation to any governmental agency or entity, including but not limited to the Company will have no further payment obligations to You. You agree that You will remain bound by all Department of the terms and conditions of this Agreement. The Company agrees and represents that its Officers will not defame You either orally or in writing. This provision does not apply to testimonyJustice, answers or responses compelled, demanded, requested or required: (1) by the Securities and Exchange Commission (hereafter “SEC”)Commission, the Financial Regulatory Authority (hereafter “FINRA”) Congress, and any agency Inspector General, or making other securities regulatory disclosures that are protected under the whistleblower provisions of federal, state or self-regulatory agencies local law or authorities or their staff; or (2) by applicable law, rule, regulation or legal process or procedureregulation. The Company and its employees, Officers and Directors shall provide to its auditors and regulatory or governmental agencies or authorities any information requested or required by such entities and Employee does not need the provision of such information shall not constitute a breach of any duty prior authorization of the Company under this Agreement to make any such reports or disclosures and shall is not constitute the basis for any action against the Company or the Releasees. The Company and its employees, Officers and Directors may at all times respond required to any inquiry from any source that You resigned and that a confidentiality agreement exists and the provision of such information shall not constitute a breach of any duty of the Company under this Agreement and shall not constitute the basis for any action against the Company or the Releasees. The terms of this Agreement shall be disclosed by the Company in a Form 8-K and will be filed as an attachment to a Form 10-K. Notwithstanding anything to the contrary contained herein, nothing contained herein prohibits or restricts You from communicating with, or assisting the investigations of the Securities and Exchange Commission (hereafter “SEC”), the Financial Regulatory Authority (hereafter “FINRA”) or other securities regulatory or self-regulatory agencies or authorities or their staff regarding possible securities laws violations without notice (prior or otherwise) to the Company or from Your receipt of awards for Your provision of information or assistance with investigations. You agree that You have had access to confidential, proprietary and trade secret information about the Company, its employees, customers and clients, which derives economic value from not being otherwise known to the general public (hereafter “Confidential Information and Trade Secrets”) and that Confidential Information and Trade Secrets provide a competitive advantage to the Company specifically because they would be valuable to a competitor if disclosed. You acknowledge and agree that the improper use or disclosure of the Company’s Confidential Information and Trade Secrets would cause immediate and irreparable damage to the Company’s business. You agree that You shall not directly or indirectly, alone or in concert with or on behalf of others, use, publish or otherwise disclose any aspect of the Company’s Confidential Information and Trade Secrets to any person or entity outside the Company except pursuant to formal legal process in the form of a “so ordered” subpoena or other Order of a Court. If You are served with formal legal process or a Court Order that requests or demands disclosure of any information of any nature regarding the Company You must immediately and within one business day of your receipt of said legal process or Court Order notify the Company and its counsel. Notice to be sent by overnight mail via nationally recognized courier to GTJ REIT, Inc., 00 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxxxxxxx, XX 00000 and to Xxxx X. Xxxxxxxx and Associates, 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 and by facsimile to 000-000-0000. To the extent that You are unaware Employee has made such reports or unsure of whether certain information constitutes Confidential Information and Trade Secrets, You agree to consult with Xxxx Xxxxxxxx at 212-242-7480 before utilizing the information. You agree and represent that You will not defame or disparage the Company, its employees, shareholders, board members, officers or directors to any third party, either orally or in writing. You further agree to refrain from directly or indirectly engaging in any publicity or communications, including written, oral and electronic communication of any kind, or any other activity which reflects negatively or adversely upon the Company, its business, its employees, shareholders, board members, officers or directors, whether or not You believe the content of the publicity or communication to be true or whether or not it is, in fact true. This provision does not apply to truthful testimony compelled by applicable law or legal process provided that notice of the demand for such truthful testimony is immediately and within one business day of receipt sent by overnight mail via nationally recognized courier to GTJ REIT, Inc., 00 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxxxxxxx, XX 00000 and to Xxxx X. Xxxxxxxx and Associates, 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 and by facsimile to 000-000-0000. You agree that each of the provisions contained within Section 10 are material terms of this Agreement and that if You breach any provision of this Section 10 that You will immediately reimburse to the Company any and all wages, monies and benefits that You received from the date of your execution of this Agreement and that the Company will have no further payment obligations to You. You agree that You will remain bound by all of the terms and conditions of this Agreementdisclosures.